INSIGNIA FINANCIAL LTD — Director's Dealing 2009

May 4, 2009

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.

Name of entity IOOF Holdings Ltd ABN 49 100 103 722

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Christopher Francis Kelaher
Date of appointment	30 April 2009

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

4,916,415 IOOF shares

(These shares commenced trading on a deferred settlement basis from 1 May 2009, and will commence trading on a normal settlement basis on 15 May 2009. These converted from 18,338,228 Australian Wealth Management Limited (AWM) shares on 1 May 2009, pursuant to a Court approved scheme of arrangement between AWM and its shareholders, effecting a merger between IOOF and AWM.)

1,748,000 options over AWM shares, which will convert to 468,632 options over IOOF shares on 15 May. 134,048 of these IOOF options are exercisable at $9.99 and 334,584 are exercisable at $4.99. (Refer to pages 67 and 88 of the AWM Scheme Booklet released to the market on 17 March 2009 for further details).

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

	Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. N/ A	Number & class of Securities Nil

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/ A
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002