INSIGNIA FINANCIAL LTD — Director's Dealing 2011

Feb 20, 2011

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ABN 49 100 103 722

Level 6, 161 Collins Street Melbourne VIC 3000

Memorandum

ASX To From: Danielle Corcoran Date: 21 February 2011 Re: Company Secretary

Please find attached replacement 3Ys, previously lodged on 4 February 2011.

Updated with Part 3 (Closed Period) information.

Regards

Danielle Corcoran Company Secretary

Appendix 3Y Change of Director’s Interest Notice

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

Name of entity	IOOF Holdings Limited
ABN	49 100 103 722

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ian Blair
Date of last notice	12 January 2011

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	As shown
Date of change	3 February 2011
No. of securities held prior to change Direct Interest IOOF Investment Management Limited ATF IOOF NED Deferred Share Purchase Plan A/C	9,677 ordinary shares 22,962 ordinary shares
Class	Fully paid ordinary shares
Number acquired	295 ordinary shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$2,312.80

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Direct Interest IOOF Investment Management Limited ATF IOOF NED Deferred Share Purchase Plan A/C	9,677 23,257
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	On-market trade under the IOOF NED Deferred Share Purchase Plan.

Part 2 – Change of 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	NA
Nature of interest	NA
Name of registered holder (if issued securities)	NA
Date of change	NA
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	NA
Interest acquired	NA
Interest disposed	NA
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	NA
Interest after change	NA

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Yes. The shares were purchased as part of a deferred share purchase plan for non-executive directors to enable them to salary sacrifice a portion of annual fees in order to acquire shares in the company at market value on a tax deferred basis. This occurs on a regular basis and at a timing in which the directors have no control.
If so, was prior written clearance provided to allow the trade to proceed during this period?	This is a long standing arrangement that has been previously disclosed to the market.
If prior written clearance was provided, on what date was this provided?	This is a plan that has been in place since 1 April 2005.

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

Name of entity	IOOF Holdings Limited
ABN	49 100 103 722

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	James Pfeiffer
Date of last notice	12 January 2011

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	As shown
Date of change	3 February 2011
No. of securities held prior to change IOOF Investment Management Limited ATF IOOF NED Deferred Share Purchase Plan A/C	29,871 ordinary shares
Class	Fully paid ordinary shares
Number acquired	410 ordinary shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$3,214.40

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 5

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

IOOF Investment Management Limited ATF 30,281 IOOF NED Deferred Share Purchase Plan A/C

Nature of change On-market trade under the IOOF NED Example: on-market trade, off-market trade, Deferred Share Purchase Plan. exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

Part 2 – Change of 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	NA
Nature of interest	NA
Name of registered holder (if issued securities)	NA
Date of change	NA
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	NA
Interest acquired	NA
Interest disposed	NA
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	NA
Interest after change	NA

• See chapter 19 for defined terms.

Appendix 3Y Page 6

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Yes. The shares were purchased as part of a deferred share purchase plan for non-executive directors to enable them to salary sacrifice a portion of annual fees in order to acquire shares in the company at market value on a tax deferred basis. This occurs on a regular basis and at a timing in which the directors have no control.
If so, was prior written clearance provided to allow the trade to proceed during this period?	This is a long standing arrangement that has been previously disclosed to the market.
If prior written clearance was provided, on what date was this provided?	This is a plan that has been in place since 1 April 2005.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 7

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

Name of entity	IOOF Holdings Limited
ABN	49 100 103 722

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Roger Sexton
Date of last notice	12 January 2011

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	As shown
Date of change	3 February 2011
No. of securities held prior to change Direct IOOF Investment Management Limited ATF IOOF NED Deferred Share Purchase Plan A/C	22,313 ordinary shares 17,844 ordinary shares
Class	Fully paid ordinary shares
Number acquired	218 ordinary shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$1,709.12

• See chapter 19 for defined terms.

Appendix 3Y Page 8

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Direct IOOF Investment Management Limited ATF IOOF NED Deferred Share Purchase Plan A/C	22,313 ordinary shares 18,062 ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	On-market trade under the IOOF NED Deferred Share Purchase Plan.

Part 2 – Change of 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	NA
Nature of interest	NA
Name of registered holder (if issued securities)	NA
Date of change	NA
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	NA
Interest acquired	NA
Interest disposed	NA
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	NA
Interest after change	NA

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 9

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Yes. The shares were purchased as part of a deferred share purchase plan for non-executive directors to enable them to salary sacrifice a portion of annual fees in order to acquire shares in the company at market value on a tax deferred basis. This occurs on a regular basis and at a timing in which the directors have no control.
If so, was prior written clearance provided to allow the trade to proceed during this period?	This is a long standing arrangement that has been previously disclosed to the market.
If prior written clearance was provided, on what date was this provided?	This is a plan that has been in place since 1 April 2005.

• See chapter 19 for defined terms.

Appendix 3Y Page 10

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

Name of entity	IOOF Holdings Limited
ABN	49 100 103 722

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Jane Harvey
Date of last notice	12 January 2011

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	As shown
Date of change	3 February 2011
No. of securities held prior to change IOOF Investment Management Limited ATF IOOF NED Deferred Share Purchase Plan A/C	9,586 ordinary shares
Class	Fully paid ordinary shares
Number acquired	118 ordinary shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$925.12

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 11

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

IOOF Investment Management Limited ATF 9,704 ordinary shares IOOF NED Deferred Share Purchase Plan A/C

Nature of change On-market trade under the IOOF NED Example: on-market trade, off-market trade, Deferred Share Purchase Plan. exercise of options, issue of securities under dividend reinvestment plan, participation in buyback

Part 2 – Change of 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	NA
Nature of interest	NA
Name of registered holder (if issued securities)	NA
Date of change	NA
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	NA
Interest acquired	NA
Interest disposed	NA
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	NA
Interest after change	NA

• See chapter 19 for defined terms.

Appendix 3Y Page 12

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Yes. The shares were purchased as part of a deferred share purchase plan for non-executive directors to enable them to salary sacrifice a portion of annual fees in order to acquire shares in the company at market value on a tax deferred basis. This occurs on a regular basis and at a timing in which the directors have no control.
If so, was prior written clearance provided to allow the trade to proceed during this period?	This is a long standing arrangement that has been previously disclosed to the market.
If prior written clearance was provided, on what date was this provided?	This is a plan that has been in place since 1 April 2005.

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 13