INSIGNIA FINANCIAL LTD — Director's Dealing 2014

Aug 11, 2014

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	4 August 2014

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	As shown.
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	8 August 2014

• 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	No. of securities held prior to change	No. of securities held prior to change	No. of securities held prior to change	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares	4,780,426 ordinary shares 79,156 options over ordinary sharesexercisable at $5.20 (approved 2009AGM) 300,000 options over ordinary shares
					exercisable at $6.81(apAGM subject to perfor				proved at 2mance hurd	011les)
						 68,65(approperfor	0 Performved at 2mance h	ance Ri010 AGMrdles –	ghts remaisubject toRefer Notic	ning e of
						Meeti 150,02010hurdle 27,87to Mrback” 100,02013	ng)00 PerforAGM sus – refer4 deferreKelaheroccurrin00 PerforAGM–r	mance Rbject to pNotice od sharesin 2014 sg in Augmance Refer Noti	ights (apprerformancef Meeting)will be alloubject to aust 2014.ights (apprce of Meeti	oved at cated“lookoved atng)
	Class				F	ully paid	ordinary	shares
	Number acquired				9	2,224
	Number disposed				N	il
	Value/ConsideratiNote: If consideration isvaluation	onnon-cash, provide	details and e	stimated	VD	ested righeferred s	ts: $540hares: $2	,54002,086

• 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	4,872,426
	 79,156 options over ordinary shares
	exercisable at $5.20 (approved 2009
	AGM)
	 68,650 remaining performance rights
	(approved 2010 AGM)
	 37,500 performance rights allocated 27
	November 2009
	 64,350 remaining performance rights
	(approved 2011 AGM)
	 250,000 performance rights approved at
	2012 AGM (refer notice of meeting)
	 100,000 performance rights approved at
	2013 AGM (refer notice of meeting)
	 36,217 deferred shares will be allocated
	to Mr Kelaher in 2015, subject to a look-
	back occurring in August 2015
Nature of change	27,874 deferred shares allocated after look-
Example: on-market trade, off-market trade,	back
exercise of options, issue of securities under
dividend reinvestment plan, participation in buy-back	64,350 performance rights vested

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 contractNature of interestName of registered holder(if issued securities)Date of change	NANANANA

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract in relationto which the interest has changed	NA
Interest acquired	NA
Interest disposed	NA
Value/ConsiderationNote: If consideration is non-cash, provide details andan estimated valuation	NA
Interest after change	NA

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?	No.
If so, was prior written clearance provided to allow the tradeto proceed during this period?	NA
If prior written clearance was provided, on what date was thisprovided?	NA

Rule 3.19A.2

• See chapter 19 for defined terms.

Appendix 3Y Page 4

01/01/2011