INSIGNIA FINANCIAL LTD — AGM Information 2011

Oct 20, 2011

IOOF Holdings Ltd ABN 49 100 722 Notice of Annual General Meeting

Notice is hereby given that the 2011 Annual General Meeting of IOOF Holdings Ltd (“the Company”) will be held at 9:30 am on Wednesday 23 November 2011, at the offices of Ord Minnett, Level 23, 120 Collins Street, Melbourne, Victoria 3000, for the purpose of transacting the business set out in this Notice of Annual General Meeting. Registration opens at 8:30 am.

The Explanatory Notes to this Notice of Annual General Meeting provide additional information on matters to be considered at the Meeting. The Explanatory Notes and the Proxy Form form part of this Notice.

Items of business

1. Receipt of Financial Statements and Reports

To receive and consider the Annual Financial Report, the Directors’ Report and the Auditor’s Report of the Company and its controlled entities for the year ended 30 June 2011.

2. Election of Directors

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

Notes to the Notice of Annual General Meeting

1. Explanatory Notes

The Company’s shareholders should read the Explanatory Notes accompanying, and forming part of, this Notice of Annual General Meeting for more details on the resolutions to be voted on at the Annual General Meeting. The information provided is intended to assist shareholders in understanding the reasons for the resolutions and their effect if passed.

2. Voting Entitlements

The Company’s Board of Directors, being the convener of the Annual General Meeting, has determined that the shareholding of each shareholder for the purposes of ascertaining voting entitlements at the Annual General Meeting will be as it appears in the share register of the Company at 7:00 pm (Sydney time) on 21 November 2011.

This means that if you are not the registered holder of relevant shares in the Company at that time, you will not be entitled to vote in respect of those shares.

• (a) To re-elect Mr Ian Griffiths as a Director.

• (b) To re-elect Ms Jane Harvey as a Director.

• (c) To elect Mr Kevin White as a Director.

3. Remuneration Report

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

To adopt the Remuneration Report, as contained in the Directors’ Report for the year ended 30 June 2011.

The vote on the Remuneration Report resolution is advisory only and does not bind the Directors or the Company.

By Order of the Board of Directors

This Notice of Annual General Meeting and the Explanatory Notes are important and should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional adviser.

3. How to exercise your right to vote

You may vote in person, by proxy or by attorney. For example you may vote:

• By attending the Annual General Meeting and voting in person, or if you are a corporate shareholder, having a corporate representative attend and vote for you; or

• By appointing a proxy to attend and vote for you, by completing the proxy form provided with this Notice of Annual General Meeting.

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 (Cth) (“Corporations Act”); and

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

4. Voting by proxy

A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint one or (if entitled to cast two or more votes) two proxies to attend and vote instead of the shareholder. If you appoint a proxy and also attend the meeting, the proxy’s authority to speak and vote at the meeting will be suspended while you are present at the meeting.

IOOF | Notice of AGM 2011

If a shareholder appoints two proxies, each proxy may be appointed to represent a specified proportion or number of the shareholder’s votes. If a shareholder appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each of the proxies may exercise half of those votes. An additional proxy form will be supplied by the Company on request.

Subject to any applicable voting restrictions, where an appointment specifies the way the proxy is to vote on a particular resolution:

• The proxy is not required to vote on a show of hands, but if the proxy does so, the proxy must vote as directed;

• If the proxy has two or more appointments that specify different ways to vote on the resolutions, the proxy must not vote on a show of hands;

• If the proxy is not the Chairperson, the proxy need not vote on a poll but if the proxy does so, the proxy vote must vote as directed; and

• If the proxy is the Chairperson, the proxy must vote on a poll and must vote as directed.

A proxy may be an individual or a body corporate, and the proxy need not be a shareholder of the Company.

In addition, there are now some circumstances where the Chairperson will be taken to have been appointed as a shareholder’s proxy for the purposes of voting on a particular resolution even if the shareholder has not expressly appointed the Chairperson as their proxy. This will be the case where:

• The appointment of proxy specifies the way the proxy is to vote on a particular resolution;

• The Chairperson is not named as the proxy;

• A poll is been called on the resolution; and

• Either of the following applies:

• (i) the proxy is not recorded as attending the Annual General Meeting; or

• (ii) the proxy attends the Annual General Meeting but does not vote on the resolution.

Shareholders should consider directing their proxy as to how to vote on each resolution by crossing either a ‘for’, ‘against’ or ‘abstain’ box when lodging their proxy form to ensure that their proxy is permitted to vote on their behalf in accordance with their instructions.

Where the Chairperson is appointed as proxy, unless he is restricted from voting on a resolution, he will vote in accordance with the shareholder’s directions as specified on the proxy form or, in the absence of a direction, in favour of the resolutions set out in the Notice of Meeting.

A proxy form is enclosed with this Notice of Annual General Meeting. If you wish to exercise your right to appoint a proxy or proxies to attend and vote for you at the Annual General Meeting, a proxy form and the authority (if any) under which it is signed, or a certified copy of that authority, must be either:

• Sent by post or delivered by hand to Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235 / Level 12, 680 George Street, Sydney, NSW 2000.

• Sent by facsimile to the Company C/- Link Market Services Limited on facsimile (02) 9287 0309.

• Submitted online at Link’s website (www.linkmarketservices. com.au) in accordance with the instructions given there (you will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website).

Proxy forms must be received by Link Market Services Limited or the Company no later than 9:30 am on Monday 21 November 2011 (being no later than 48 hours before the time for the holding of the Annual General Meeting).

The proxy form must be signed by the shareholder or an attorney duly authorised in writing (if you choose to submit your proxy form online, you will be taken to have signed the proxy form if you lodge it in accordance with the instructions given on the website). The power of attorney or other authority (if any) under which the proxy form is signed (or a certified copy of that power of authority) must also be received by the Company (or Link Market Services Limited on behalf of the Company) no later than 9:30 am on Monday 21 November 2011. If the shareholder is a company, the form must be executed in accordance with section 127 of the Corporations Act, or by its duly authorised officer or attorney.

5. Quorum

The quorum for the meeting is two shareholders (including individuals attending as proxies or body corporate representatives). If a quorum is not present within 30 minutes from the notified starting time of the meeting (or longer period if allowed by the Chairperson) the meeting will be postponed to the same place on the same day and at the same time the following week, or to any other time and place chosen by the Company’s Directors.

6. Voting Exclusions

A vote must not be cast (in any capacity) on resolution 3 by or on behalf of a member of the key management personnel, details of whose remuneration are included in the Remuneration Report (“KMP”) or their closely related parties.

However, a vote may be cast by such a person if:

• the vote is cast as a proxy;

• the appointment is in writing and directs the proxy how to vote in respect of resolution 3; and

• the vote is not cast on behalf of a KMP or a closely related party of a KMP.

If the Chairperson is your proxy or is appointed your proxy by default, and you do not direct your proxy to vote ‘for’, ‘against’ or ‘abstain’ on resolution 3 on the proxy form, you are directing the Chairperson to vote in favour of resolution 3 even if that item is connected directly or indirectly with the remuneration of a KMP.

IOOF | Notice of AGM 2011

Explanatory Notes

These Explanatory Notes have been prepared for the information of shareholders in relation to the business to be conducted at the Annual General Meeting of the Company’s shareholders to be held at the offices of Ord Minnett, Level 23, 120 Collins Street, Melbourne, Victoria 3000 on Wednesday 23 November 2011 at 9:30 am.

The purpose of these Explanatory Notes is to provide shareholders with more information on the proposed resolutions. Shareholders should read the Notice of Annual General Meeting and Explanatory Notes in their entirety before deciding whether to vote for or against each resolution.

Items of business

Item 1: Receipt of financial statements

The financial results for the year ended 30 June 2011 are set out in the Company’s 2011 Annual Report. In accordance with the Corporations Act, shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the annual financial report, the Directors’ report and the Auditor’s Report of the Company and its controlled entities for the year ended 30 June 2011.

During the discussion on this item, the Company’s Auditor, KPMG, will be present and will answer qualifying questions.

Shareholders may submit written questions for the Auditor up to five business days before the date of the Annual General Meeting. Shareholders wishing to do so may send their questions to the Company c/o- Company Secretary, IOOF Holdings Ltd, Locked Bag 4004, QVB Post Office, Sydney, NSW 1230. The Company Secretary will pass the questions on to the Auditor.

Item 2: Election of Directors

The ASX Listing Rules and the Constitution of the Company require the Company to hold an election of Directors in each year.

The Constitution of the Company requires that:

• Any Director who was appointed by the Board to fill a casual vacancy must stand for election by the shareholders at the first Annual General Meeting after their appointment; and

• At each Annual General Meeting, one third of the Directors (excluding the Managing Director, any Director appointed by the Board to fill a casual vacancy or any Director whose office is terminated) must retire from office and are eligible for reelection. If their number is not a multiple of 3, then the number nearest to but not less than one third must retire. Accordingly, 2 Directors must retire from office this year.

Resolution 2(a) – Re-election of Director

Mr Ian Gregory Griffiths C.Acc, DipAll, FAICD Age 57 (non executive director)

Experience and expertise

• Non-executive director of IOOF Holdings Ltd since 2009

• More than 30 years experience in the financial and superannuation industries. A superannuation administration and business consulting career commencing with AMP in 1972. He has extensive industry knowledge and skills, particularly in operations, merger and acquisitions.

Former directorships in the last three years

• Australian Wealth Management Limited (Director from 2006 to 2009)

• Special Responsibilities

• Member of the Remuneration and Nominations Committee

• Member of the Audit Committee

Mr Griffiths is retiring by rotation in accordance with the requirements of the Company’s constitution. Being eligible, he offers himself for re-election.

The Directors, other than Mr Griffiths, recommend 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 Margaret Harvey B.Com, MBA, FCA, FAICD. Age 56 (non executive director)

Experience and expertise

• Non-executive Director of IOOF Holdings Limited since 2005

• More than 30 years experience in financial and advisory services, governance and risk management. Ms Harvey was formerly a partner at PricewaterhouseCoopers.

Former directorships in the last three years

• Boom Logistics Limited (director from 2005 to 2009)

Special Responsibilities

• Chair of the Audit Committee

• Member of the Risk and Compliance Committee

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 Directors, other than Ms Harvey, recommend voting in favour of this resolution and the Chairperson of the meeting will be voting any open proxies in favour of it.

IOOF | Notice of AGM 2011

Resolution 2(c) - Election of Director

Mr Kevin William White Age 59 (non executive director)

Experience and expertise

• Non-executive Director of IOOF Holdings Limited since October 2011

• The majority of Mr White’s working life has been in financial services industry, having over 20 years experience in investment banking and corporate finance activities, project finance and corporate advisory work including company valuations, acquisitions and divestments, independent expert’s reports and corporate restructuring. Mr White is a non-executive director of RACV Limited and a number of its associated and related companies and formerly Managing Director of WHK Group Limited.

Former directorships in the last three years

• WHK Group Limited (1996 to 2011)

Mr White, having been appointed as a Director since the Company’s last Annual General Meeting, holds office under such an appointment only until the next Annual General Meeting of the Company. Being eligible, he offers himself for election.

The Directors, other than Mr White, recommend voting in favour of this resolution and the Chairman of the meeting will be voting any open proxies in favour of it.

Item 3: Remuneration Report

Section 250R(2) of the Corporations Act requires publicly listed companies to put a resolution to shareholders to adopt the company’s remuneration report for the financial year. The Company’s Remuneration Report is set out on pages 28 to 44 of the Company’s 2011 Annual Report.

The Chairperson will give shareholders a reasonable opportunity to ask questions about or comment on the Remuneration Report.

The vote on this resolution is advisory only and does not bind the Directors or the Company.

However, under recent amendments made to the Corporations Act, if at least 25% of the votes cast on the resolution are voted against adoption of the Remuneration Report at this Annual General Meeting, and then again at the Company’s 2012 Annual General Meeting, the Company will be required to put to shareholders a resolution at the 2012 Annual General Meeting proposing the calling of an extraordinary general meeting to consider the election of Directors of the Company (“spill resolution”).

If more than 50% of the votes cast by shareholders are in favour of the spill resolution, the Company must hold the extraordinary general meeting (“spill meeting”) within 90 days of the 2012 Annual General Meeting. All of the Directors who were in office when the 2012 Directors’ Report was considered at the 2012 Annual General Meeting, other than the Managing Director, will cease to hold office immediately before the end of the spill meeting but may stand for re-election at the spill meeting.

The Board recommends that shareholders vote in favour of this resolution.

LODGE YOUR VOTE

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IOOF Holdings Ltd

ABN 49 100 103 722

www.linkmarketservices.com.au

ONLINE

By mail:  IOOF Holdings Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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All enquiries to: Telephone: 1300 552 203 Overseas: +61 2 8280 7419

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SECURITYHOLDER VOTING FORM

I/We being a member(s) of IOOF Holdings Limited and entitled to attend and vote hereby appoint:

STEP 1

APPOINT A PROXY

the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 9:30am on Wednesday, 23 November 2011, at Offices of Ord Minnett, Level 23, 120 Collins Street, Melbourne, Victoria 3000 and at any adjournment or postponement of the meeting.

The Chairman of the Meeting intends to vote all available proxies in favour of all resolutions.



If you appoint a proxy, we encourage you to direct your proxy how to vote on each item of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

Resolution 1 Receipt of Financial Statements and Reports

“No Resolution Required”

For Against Abstain *

Resolution 2C

Resolution 2A To re-elect Mr Ian Griffiths as a Director

To elect Mr Kevin White as a Director

Resolution 2B Resolution 3 To re-elect Ms Jane Harvey as To Adopt the Remuneration Report a Director (non-binding, advisory vote)

For Against Abstain *

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolution 3 – If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

If the Chairman of the Meeting is your proxy or is appointed as your proxy by default, and you do not direct your proxy to vote “for”, “against” or “abstain” on Resolution 3 in Step 2, you are directing the Chairman of the Meeting to vote in favour of Resolution 3, even if that resolution is connected directly or indirectly with the remuneration of a member of key management personnel.

STEP 3

Securityholder 1 (Individual)

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)

Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

IFL PRX101

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s security registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 9:30am on Monday, 21 November 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

IOOF Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.