INSIGNIA FINANCIAL LTD — AGM Information 2007

Oct 18, 2007

IOOF Holdings Ltd GPO Box 264C ABN 49 100 103 722 Melbourne VIC 3001 Level 29, 303 Collins St Phone: 13 13 69 Melbourne VIC 3000 www.ioof.com.au

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ASX RELEASE

19 October 2007

IOOF HOLDINGS LTD NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2007 Annual General Meeting of IOOF Holdings Ltd ABN 49 100 103 722 (“the Company”) will be held at 2.00pm on Tuesday 13 November 2007 , at Hamer Hall , 100 St Kilda Rd, Melbourne, Victoria. Registration opens at 1.00pm. The following business will be conducted:

1. Financial Statements and Reports

To consider the reports of the Directors and the Auditor and the financial statements for the year ended 30 June 2007 for the Company and its controlled entities.

2. Election of Directors

To consider, and if thought fit to pass, the following resolutions as ordinary resolutions:

• (a) To re-elect Mr James Pfeiffer to the Board.

• (b) To re-elect Ms Jane Harvey to the Board.

• (c) To re-elect Ms Kate Spargo to the Board.

• (d) To elect Roderick Harper to the Board.

• (e) To elect Tony Robinson to the Board.

Biographical details for each of the candidates seeking election or re-election as a director are set out in the Explanatory Notes.

3. Non-binding Advisory Vote on Remuneration Report

To adopt the Remuneration Report for the financial year ended 30 June 2007.

Further details regarding the Remuneration Report are set out in the Explanatory Notes.

4. Grant of performance shares and options to the Chief Executive Officer

To consider, and if thought fit to pass, the following resolution as an ordinary resolution:

“That approval be given for the purposes of ASX Listing Rule 10.14 and for all other purposes for the grant of up to 150,000 performance shares and 675,000 options to the Chief Executive Officer, Mr Tony Robinson, on the terms set out in the Explanatory Notes.”

Voting exclusion

The Company will disregard any votes cast on resolution 4 by any Director of the Company or any of their associates, unless the vote is cast by a person as proxy for a person entitled to vote in accordance with the directions on the proxy form or unless the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

By Order of the Board of Directors

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NOTES

1. Financial Statements and Reports

Copies of the documents referred to in Item 1 of this notice are available for inspection by shareholders at the Company’s Registered Office and will also be available for inspection at the registration desk at the Melbourne Concert Hall on Tuesday 13 November 2007.

2. Voting

For the purposes of this Annual General Meeting, shareholders whose names appear on the register of members as at 7.00pm (Melbourne time) on Friday 9 November 2007 will be eligible to vote.

3. Proxies

Shareholders who are unable to attend the meeting may appoint a proxy to attend and vote on their behalf by completing and returning the enclosed proxy form. Proxy forms must be received at the Company’s Share Registry, Link Market Services by no later than 2.00pm (Melbourne time) on Sunday 11 November 2007. The proxy need not be a shareholder of the Company, and may be an individual or a body corporate. Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Where a shareholder appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the meeting, in accordance with the Corporations Act 2001; and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

4. Lodgement of Proxies and Queries

Please return your Proxy form in the enclosed reply paid envelope or to the address specified below:

Link Market Services Level 12, 680 George Street, Sydney, NSW, 2000 Locked Bag A14, Sydney South, NSW, 1235

Telephone: 1300 552 203 Rest of the world telephone: +61 2 8280 7419 Facsimile: +61 2 9287 0309

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IOOF HOLDINGS LTD NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY NOTES

Resolution 2 (a) – Re-election of Director Mr James Pfeiffer B.A., L.L.B.

Mr Pfeiffer is a solicitor and consultant to Freehills. He was a partner of that firm for twenty-five years practising in the areas of corporate/commercial law. He is currently a member of the Audit and Risk Committee and Chairman of the Governance Committee.

He is Chairman of Wesley Mission Melbourne Ltd, a member of the Council of Haileybury College and was previously a director of Peter MacCallum Cancer Institute for over ten years. He continues to be active in other community organisations. He brings to the Board experience in both corporate governance and risk management.

Mr Pfeiffer is retiring by rotation in accordance with the requirements of the Company’s constitution. Being eligible, he offers himself for re-election. The Board recommends voting in favour of this resolution and the Chairman of the meeting will be voting any open proxies in favour of it.

Resolution 2 (b) – Re-election of Director Ms Jane Harvey B.Com, MBA, FCA, FAICD

Ms Harvey has extensive business, finance and general management skills developed in a range of line management and consulting roles across many industry sectors. She has high order analytical, strategic, financial, organisational and project management skills and experience. She is currently Chairman of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee.

From 1996 to June 2002 she was a Partner with PricewaterhouseCoopers. Currently, Ms Harvey is a NonExecutive Director of Boom Logistics Limited, Bayside Health Services, Colonial Foundation Trust, Medibank Private Limited, the Royal Flying Doctor Service (Vic), and the Telecommunications Industry Ombudsman.

Ms Harvey is retiring by rotation in accordance with the requirements of the Company’s constitution. Being eligible, she offers herself for re-election. The Board recommends voting in favour of this resolution and the Chairman of the meeting will be voting any open proxies in favour of it.

Resolution 2 (c) – Re-election of Director Ms Kate Spargo, Non-Executive Director LLB (Hons), BA, FAICD

Ms Spargo has been a Non-Executive Director of IOOF Holdings Ltd since 2002. She was a Non-Executive Director of IOOF Ltd from 1999 to 2002.

She is currently a member of the Governance Committee and Chairman of the Remuneration and Nomination Committee.

Ms Spargo has been a company director and adviser in strategy and governance for over ten years following a career in legal practice in both the public and private sectors. She was Chairman of HomeStart Finance for seven years.

Ms Spargo is currently serving as a Director on the boards of Pacific Hydro Ltd, CoInvest Ltd, Investec Bank (Australia) Ltd, Australian Pork Ltd and Transfield Services Infrastructure Limited.

She is also a member of NeuroSciences Victoria Limited and Chairman of the Accounting Professional and Ethical Standards Board.

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Ms Spargo is retiring by rotation in accordance with the requirements of the Company’s constitution. Being eligible, she offers herself for re-election. The Board recommends voting in favour of this resolution and the Chairman of the meeting will be voting any open proxies in favour of it.

Resolution 2 (d) – Election of Director Mr Roderick (Rick) Harper, Non Executive Director B.Com (Hons.), CFTP (Snr)

Mr. Harper has extensive experience in the Australian financial sector, his career having spanned the period from the country’s financial deregulation reforms of the early 1980’s. During this time he has held a number of senior positions. Currently, he is Managing Director of Verity Capital Management Limited, a company he founded in 2005, and a Consultant to Bear Stearns Asset Management: Private Funds Group. He is also a member of Barclays Global Investors Australia Limited’s Compliance Committee and a member of the South Australian State Council of the Committee for Economic Development of Australia.

Prior to this, Mr Harper spent five years as CEO of Funds SA, the wholesale investment manager for South Australian government pension fund assets. From 1994 to 2000, he was chief executive of the South Australian Government Financing Authority (“SAFA”), responsible for the State of South Australia’s global and domestic debt financing activities and SAFA’s wholesale discretionary asset and liability management mandates.

Mr Harper graduated with a Bachelor of Commerce (Honours) degree from the University of Melbourne and is an alumnus of London Business School’s Senior Executive Programme.

Mr Harper was appointed as a non executive director on 21 November 2006 and is currently a member of the Audit and Risk Committee. In accordance with the Company’s constitution, Mr Harper holds office under such an appointment only until the next Annual General Meeting of the Company. He may then stand for election but will not be taken into account when determining the number of Directors who must retire by rotation. The Board recommends voting in favour of this resolution and the Chairman of the meeting will be voting any open proxies in favour of it.

Resolution 2 (e) – Election of Director Mr Tony Robinson, Executive Director B.Com, MBA

Mr. Robinson was appointed Chief Executive Officer with effect from 24 April 2007. Prior to this appointment, Mr Robinson was Chief Executive of OAMPS Limited from 2001 to 2006, prior to its acquisition by the Wesfarmers Group. Prior to that, Mr Robinson was the CEO of Wealthpoint, a financial services technology business that was part of the St George Group. Mr Robinson has held a variety of other senior management roles at Link Telecommunications and Mayne Nickless.

Mr Robinson is a non executive director of Bendigo Bank Limited.

Having been appointed as a director since the Company’s last Annual General Meeting, Mr Robinson holds office under such an appointment only until the next Annual General Meeting of the Company. He may then stand for election but will not be taken into account when determining the number of Directors who must retire by rotation. The Board recommends voting in favour of this resolution and the Chairman of the meeting will be voting any open proxies in favour of it.

Resolution 3 – Non-binding Vote on the Remuneration Report

A copy of this report is set out on pages 38 to 52 of the Full Annual Report and can also be found on the IOOF website at www.ioof.com.au.

The Remuneration Report forms part of the Directors’ Report for the financial year ended 30 June 2007, and contains information required by section 300A of the Corporations Act 2001 and accounting standard AASB124: Related Party Disclosures.

The Remuneration Report includes:

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• a discussion of the Board’s policy in relation to the nature and level of remuneration paid to Directors and executives (including secretaries and senior managers) of the Company and the Group;

• a discussion of the relationship between the Board’s remuneration policy and the Company’s performance, including information about performance conditions; and

• details of the remuneration paid to each Director of the Company (including the Chief Executive Officer) and to the employees with the responsibility and authority for planning, directing and controlling the activities of the Company and the Group (Key Management Personnel), which include the five highest paid Group Executives for the financial year ended 30 June 2007.

Section 250R of the Corporations Act 2001 requires the Company to put a resolution for adoption of the Remuneration Report to a vote at the meeting. In accordance with section 250R, the vote on resolution 3 will be advisory only and will not bind the Directors or the Company. During this item of business, the members as a whole at the meeting will be given a reasonable opportunity to ask questions about, and make comments on, the Remuneration Report. The Directors unanimously recommend that shareholders vote in favour of resolution 3.

Resolution 4

Grant of performance shares and options to the Chief Executive Officer

This resolution seeks shareholder approval for the grant to Mr Tony Robinson of performance shares under the Company’s Executive Performance Share Plan ( Plan ), and for the grant of options to Mr Robinson on the terms set out below.

Mr Robinson was appointed as the Company’s Chief Executive Officer on 24 April 2007. The remuneration of Mr Robinson was set by the Board based on a market review and having regard to external advice on the level of remuneration required to attract and retain a suitable candidate as Chief Executive Officer.

The terms of Mr Robinson’s employment contract provide that, subject to shareholder approval, he will be entitled to participate in long term incentive programs offering a maximum reward opportunity of $1,000,000.

Approval is being sought at the Meeting in respect of the long term incentive ( LTI ) component of Mr

Robinson’s remuneration for the 2007-08 through to 2009-10 financial years, comprising:

• 150,000 performance shares under the Plan (ie 3 annual grants of 50,000 performance shares, each of which will be tested over a 3 year period); and

• 675,000 options on the terms detailed below (ie a one-off grant, divided into 3 tranches of 225,000 options, with each tranche tested over a 3 year period).

The IOOF Executive Performance Share Plan

The Plan was established in 2003 in conjunction with the Company’s listing on the ASX. Eligible executives and other senior employees are entitled to participate in the Plan.

It is proposed that a grant of 150,000 performance shares be made to Mr Robinson. If approval is obtained, then three annual grants of 50,000 performance shares will be made to Mr Robinson. The performance shares will be tested as follows:

• 50,000 to be tested over the period from 1 July 2007 to 30 June 2010;

• 50,000 to be tested over the period from 1 July 2008 to 30 June 2011; and

• 50,000 to be tested over the period from 1 July 2009 to 30 June 2012.

The performance shares allocated to Mr Robinson under the Plan will be purchased at market price or issued at [the weighted average price of the Company’s shares traded in the five trading days prior to the date of issue]. Where shares are issued, they will be issued within three years of the date of the AGM. No cash consideration is payable by participants in the Plan in respect of the allocation or vesting of performance shares, and no loan has been made to Mr Robinson by the Company in relation to them.

In accordance with the terms of the Plan, the performance shares will be registered in the name of the trustee of the Plan, who will hold the shares on behalf of Mr Robinson until they vest (or lapse) based on the performance hurdles described below. Mr Robinson, will not have any interest in the unvested performance shares, and will not be entitled to exercise the rights attaching to those shares while they remain unvested.

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Under the Plan, the Board has a discretion to set the performance conditions attaching to the shares. In respect of the performance shares to be granted to Mr Robinson, the Board has determined that the performance hurdles will be based on the Company’s Total Shareholder Return ( TSR ) tested over a three year period. TSR measures the return to a shareholder over the performance period in terms of changes in the market value of the shares plus the value of the dividends paid on the shares.

The compound growth in the Company’s TSR over the performance period will be compared with the TSR performance of a comparator group comprising organisations that have the same underlying business drivers and that face similar growth opportunities and challenges as IOOF, as well as relevant indices. For the purposes of the allocation to be made in the 2007-2008 financial year under the Plan, the comparator group comprises the following companies and indices:

• Perpetual Ltd; AMP Ltd; AXA Asia Pacific; OFM; Tower; Treasury Group; Investor Group; Count Financial; Trust Company of Australia;

• Hunter Hall International; Challenger Financial Services; Small Ordinaries Accumulation Index; and Financial Accumulation Index.

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

comparator group as follows:
TSR growth– percentile ranking	Performance shares that vest each year (%)
Below the 25th percentile	0
26th to 49th percentile	0
Between the 50th and 74th percentile	50% of shares vest, plus 2% of shares for each 1% increase in TSR.
75th percentile or above	100

Performance shares that do not vest will lapse and will not be retested. Consistent with the Company’s hedging policy, Mr Robinson will be prohibited from entering into hedging arrangements in respect of unvested performance shares.

Upon vesting, performance shares held by the trustee will be allocated to Mr Robinson, who will then become entitled to exercise the voting, dividend and other rights attached to the shares. In addition, Mr Robinson may instruct the trustee to sell the vested performance shares, or to transfer the shares into his name. Any dealing in vested performance shares will be subject to IOOF’s Securities and Insider Trading Policy.

The maximum number of shares that may be acquired by Mr Robinson over the three year performance period is 150,000, if the performance conditions are satisfied in full.

At the 2004 AGM, shareholder approval was given for the former CEO, Mr Ron Dewhurst, to participate in the Plan. Under the Plan, Mr Dewhurst received the issue of the following ordinary full paid ordinary shares in the company at an issue price of $4.70:

• 125,000 ordinary shares in the Company on 19 April 2005; 125,000 ordinary shares in the Company on 19 April 2006; and 125,000 ordinary shares in the Company on 19 April 2007.

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No additional participants who would otherwise require shareholder approval under Chapter 10 of the ASX Listing Rules will be entitled to participate in the Plan without first obtaining shareholder approval. Details of any securities issued under the Plan will be published in each annual report prepared in relation to a reporting period in which securities are issued under the scheme, along with details of the approval obtained under Listing Rule 10.14.

Grant of options to Mr Robinson

Under his employment contract, Mr Robinson is eligible to be granted up to AUD$1,500,000 worth of options as part of the long term incentive component of his remuneration for the 2007-08 through to 2009-10 financial years. The maximum number of options to be granted will be 675,000.

The options have an exercise price of $9.89 based on the Company’s average share price on the ASX over the 5 trading days following the announcement of Mr Robinson’s appointment.

If approved, it is intended that the grant of options to Mr Robinson will be made shortly after this meeting and, in any event, no later than 3 years from the date of this meeting.

The grant will be divided into 3 equal tranches of 225,000 options and will be tested as follows:

• Tranche 1: to be tested over a 2 year performance period commencing on 1 July 2007; Tranche 2: to be tested over a 3 year performance period commencing on 1 July 2007; and Tranche 3: to be tested over a 4 year performance period commencing on 1 July 2007.

The options will only vest where performance hurdles applicable to that tranche are satisfied, and will otherwise lapse. Consistent with the Company’s hedging policy, Mr Robinson will be prohibited from entering into hedging arrangements in respect of unvested performance shares.

The performance hurdles are based on absolute growth in the Company’s earnings per share ( EPS ) over the relevant period.

Each tranche of options will vest if, in each year of the performance period relating to that tranche, the Company achieves growth in EPS of at least 10%. Each tranche of options vests on an all or nothing basis so that if in any year during the relevant performance period the Company fails to achieve growth in EPS of 10% or more, that tranche of options will not vest.

Options that vest will be exercisable for a period of 2 years following the vesting date. Upon exercise of options (including payment of the exercise price), Mr Robinson will be allocated one ordinary share in the Company for each option exercised. Shares allocated to Mr Robinson will rank equally with all other ordinary shares on issue.

Mr Robinson is the only person eligible to receive options under this scheme and no previous grants have been made under it. No loan has been made to Mr Robinson by the Company in relation to the options. No additional participants who would otherwise require shareholder approval under Listing Rule 10.14 will be entitled to participate in the scheme without first obtaining shareholder approval. Details of any securities issued under the scheme will be published in each annual report prepared in relation to a reporting period in which securities are issued under the scheme, along with details of the approval obtained under Listing Rule 10.14.

Change of Control and cessation of employment

Mr Robinson’s employment contract provides that, subject to the ASX Listing Rules, if there is a change of control any unvested LTIs will vest. Accordingly, where there is a change of control, any unvested performance shares will vest and may be transferred into the name of Mr Robinson and any unvested options will become exercisable.

Except where employment is terminated for serious misconduct, Mr Robinson will be entitled to receive any LTIs that have vested as at the date of termination. On cessation of employment, unvested LTIs will be dealt with as follows:

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Reason for termination	Treatment of unvested LTIs
Terminationof employment by IOOF by notice	The Board has discretion to waive performance hurdles or determine the proportion (if any) of unvested LTIs that will vest.
Termination of employment by IOOF for cause or resignation by Mr Robinson	Unvested performance shares and options are forfeited.
Dismissal for serious misconduct (e.g. fraud)	Unvested performance shares and options are forfeited.

The Directors (other than Mr Robinson) recommend that shareholders vote in favour of resolution 4.

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Questions from Shareholders

Please use this form to submit any questions concerning IOOF that you would like us to respond to at the Annual General Meeting. Your questions should relate to matters that are relevant to the business of the meeting, as outlined in the accompanying Notice of Meeting and Explanatory Notes.

We will respond to as many of the more frequently asked questions as possible at the AGM. Please note we will not be able to reply individually.

Please return this form to the Company’s Share Registry, Link Market Services in the reply paid envelope provided.

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