INSIGNIA FINANCIAL LTD — AGM Information 2011

Nov 22, 2011

IOOF Holdings Limited

Annual General Meeting 2011

Chairman’s address

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Good morning ladies and gentlemen,

On behalf of the Board and senior management of IOOF Holdings Limited (IOOF), I welcome you to the annual general meeting of your company for 2011.

Ian Blair - Chairman

IOOF reported another record result in 2011

I am pleased to report that IOOF reported a record statutory net profit after tax of $99.5 million and an Underlying Net Profit after Tax and pre-amortisation result of $111.5 million which was up 15% on last year. The Underlying Net Profit result is important, because it is from this number that we pay shareholders a dividend.

While global market conditions were challenging, pleasingly, IOOF was able to increase the funds we administer on behalf of our clients to over $106 billion.

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The Company is certainly benefiting from the strategic decision made in 2010 to focus on business simplification. The result, I believe, has been to build an excellent and balanced business focused on four key areas:

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22% increase in total dividend paid to shareholders this

financial year

During the year, the Directors were pleased to declare an interim fully franked dividend of 21 cents and a final fully franked dividend of 22 cents. Combined, shareholders earned 43 cents per share - a 23% increase on last financial year.

These dividends remain at the top end of our stated dividend policy of 60-90% of Underlying Net Profit After Tax.

Between June 2009 and June 2011, the Total Shareholder Return TSR), which is a combination of total dividends paid and share price movement over the period, was 76% or 33% annualised. This is a pleasing result for shareholders.

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IOOF Foundation

In recognition of the long history of the IOOF Group and the important role it has played in supporting the community since 1846, the IOOF Foundation was established in June 2002 as part of the demutualisation of IOOF Limited.

The IOOF Foundation is committed to philanthropic endeavours, dedicated to making an ongoing commitment to the community in which we live specifically helping:

• disadvantaged aged care; and

• disadvantaged families, youth and children.

We believe that philanthropic endeavours should fund outcomes, not intentions. To that end the IOOF Foundation has always gifted money where it will achieve something valuable and meaningful within our community.

The Foundation has now gifted over $7m to more than 125

organisations. These gifts are varied and included funding for:

• Remote community literacy packs for children

• Hospital beds for senior citizens in Alice Springs

• Funding the financial assistance program for families with children suffering from cancer.

Last financial year, 31 community groups received grants totalling more than $1.8m, this figure is more than a 90% increase in grant distributions that the previous financial year. A tremendous result that together we hope to grow on.

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Corporate Governance and Regulatory Review

Last year I spoke about a number of major regulatory reviews our industry is involved in. While the Government has provided some clarity on how the industry will operate under these new

regulations, there are still a number of elements yet to be finalised. Our management team and Board continue to follow these reviews closely, and remain confident that we can successfully steer IOOF through any changes that need to be implemented, given that many of the recommended changes have been standard practice at IOOF for quite some time.

This year, there has been a change to voting procedures, relating to how the Chairman may vote his proxies. As outlined in the Notice of Meeting, even if the shareholder has not expressly appointed the Chairman as their proxy, the Chairman will be taken to have been appointed for the purposes of voting on particular resolutions.

IOOF has determined that where the Chairman is appointed as a proxy, unless restricted from voting on a resolution, the Chairman will vote in accordance with the shareholder’s directions or in the absence of a direction, in favour of the resolution.

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Today’s items of business

Today we will be asking you to consider 3 items of business, namely to adopt the financial statements and reports, the election and re-election of directors and finally the remuneration report.

In item two, we are asking shareholders to re-elect two directors, Mr Ian Griffiths and Ms Jane Harvey, in accordance with the company’s constitution and to elect Mr Kevin White to the board of IOOF.

Ian Griffiths, who is up for re-election, has been a Director since 2009 following the merger with Australian Wealth Management. He has more than 30 years’ experience in the financial services and superannuation industry, with his career commencing with AMP in 1972. He has extensive industry knowledge and skills, particularly in operations, mergers and acquisitions. Ian is a member of the Audit, and Remuneration and Nominations Committee.

Jane Harvey, also up for re-election, has been a Director of IOOF since 2005. Jane has over 30 years’ experience in financial and advisory services, governance and risk management. Jane was formerly a partner at PricewaterHouseCoopers and is Chair of the audit committee and a member of the risk and compliance committee.

Following the retirement of Jim Pfeiffer from the board at 30 June 2011, we subsequently appointed Mr Kevin White as a non-

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executive director in October 2011. We now seek shareholder consent to elect him to the Board of IOOF.

Kevin has spent the majority of his working life in financial services, having over 20 years’ experience in investment banking and corporate advisory work including company valuations, acquisitions and divestments. He is also the former managing director of the listed accounting and financial services company, WHK Group Limited. Kevin is a welcome addition to the IOOF Board.

Item 3 relates to the remuneration of IOOF’s senior management, Managing Director and Non Executive Directors. We are asking shareholders to adopt IOOF’s remuneration report.

As was demonstrated last year, remuneration, as a general rule, did not increase dramatically across the group.

Board renewal

At the end of the financial year, and after six years of dedicated service to IOOF, Jim Pfeiffer retired from the Board. Jim has been a member of the IOOF Board since October 2005, and during this time he has held positions on the Risk and Compliance and Audit Committees of the IOOF Holdings Board and a number of its subsidiary companies.

On behalf of the board, I would like to thank Jim for the significant and important contribution he has made to the growth and

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development of IOOF throughout his tenure with the group and wish him well in his retirement and community activities.

It is with mixed feelings that I have decided not to stand for reelection next year, instead I will retire from my duties as Chairman and a non-executive Director of IOOF in 2012. At that time, Dr Roger Sexton, a current Non-Executive Director and Deputy Chairman, will assume the Chairmanship.

I am personally very proud of IOOF’s growth throughout my tenure on the Board, first as a non-executive Director and later as Chairman. During my time on the Board, I have seen Net Profit After Tax increase from $8 million prior to listing to $99m last financial year.

Closing remarks

As I said in my statement in the Annual Report, much of the past few years has been spent consolidating and simplifying our business in preparation for future growth. Although the outlook for the 2012 financial year still is somewhat uncertain because of the external environment, I remain optimistic about the future prosperity for IOOF.

Finally, I would like to take this opportunity thank my fellow directors for their hard work, dedication and support over the past 12 months.

I now invite the Managing Director, Chris Kelaher to address the meeting.

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