INSIGNIA FINANCIAL LTD — Director's Dealing 2012

Nov 27, 2012

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	Christopher Kelaher
Date of last notice	11 September 2012

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	Direct Interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	As shown
Date of change	27 November 2012

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	4,300,631 ordinary shares 134,048 options over ordinary shares exercisable at $9.99. 316,624 options over ordinary shares exercisable at $5.20 (approved 2009 AGM). 300,000 options over ordinary shares exercisable at $6.93 (approved at 2010 AGM subject to performance hurdles) 300,000 options over ordinary shares exercisable at $6.81(approved at 2011 AGM subject to performance hurdles) 150,000 Performance Rights (approved at 2010 AGM subject to performance hurdles – Refer Notice of Meeting) 150,000 Performance Rights (approved at 2010 AGM subject to performance hurdles – refer Notice of Meeting) 35,977 deferred shares will be allocated to Mr Kelaher in 2013 subject to a “look back”occurringin August 2013.
Class	Fully paid ordinary shares
Number acquired	75,000 Performance Rights
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Not applicable as performance rights were awarded to Mr Kelaher as part of a long term incentive plan approved by shareholders at the 2009AGM.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

4,375,631 ordinary shares 134,048 options over ordinary shares exercisable at $9.99. 316,624 options over ordinary shares exercisable at $5.20 (approved 2009 AGM). 300,000 options over ordinary shares exercisable at $6.93 (approved at 2010 AGM subject to performance hurdles) 300,000 options over ordinary shares exercisable at $6.81(approved at 2011 AGM subject to performance hurdles) 150,000 Performance Rights (approved at 2010 AGM subject to performance hurdles – Refer Notice of Meeting) 150,000 Performance Rights (approved at 2010 AGM subject to performance hurdles – refer Notice of Meeting) 35,977 deferred shares will be allocated to Mr Kelaher in 2013 subject to a “look back” occurring in August 2013.

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back

Off-market trade

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

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Interest disposed	NA
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	NA
Interest after change	NA

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?	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?	NA
If prior written clearance was provided, on what date was this provided?	NA

Rule 3.19A.2

• See chapter 19 for defined terms.

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