INSIGNIA FINANCIAL LTD — Director's Dealing 2020

Sep 20, 2020

GPO Box 264 Melbourne VIC 3001 Phone 13 13 69 www.ioof.com.au

IOOF Holdings Ltd ABN 49 100 103 722 Level 6, 161 Collins Street Melbourne VIC 3000

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21 September 2020

Appendix 3Y – Late Lodgment

IOOF Holdings Ltd ACN 100 103 722 ( IOOF or Company ) refers to the Appendix 3Y for Mr Renato Mota which accompanies this notice, and advises that the Appendix 3Y was lodged in part late insofar as the form related to the vesting of 15,000 ordinary shares under the 2018 Executive Performance Rights Plan and allocation of 13,112 ordinary shares under the 2018 Executive STI Deferral Plan allocated on 4 August 2020 following Board look back. The existence of Mr Mota’s entitlements under both plans had previously been disclosed to the ASX and the late notice is due to an internal administrative oversight (due to the technical nature of the relevant interest upon vesting and look back) rather than any oversight on the part of Mr Mota to notify the Company of the relevant change.

Once identified by the Company, the Appendix 3Y was promptly lodged. The Company is satisfied that it has the necessary reporting and notification policies to ensure compliance with ASX Listing Rule 3.19A and that directors are aware of their obligations to notify the Company of any changes in securities holdings. The Company considers the late lodgment of the Appendix 3Y to be an isolated incident and is satisfied that its procedures are adequate to ensure compliance with ASX Listing Rule 3.19B.

Yours Sincerely,

Adrianna Bisogni Company Secretary

-ENDS-

Authorised for release by the CEO of IOOF Holdings Ltd.

Enquiries:

Rachel Scully Head of Corporate Affairs IOOF Holdings Ltd P: +61 3 8614 4530 M: +61 438 601 942 E: rachel.scully@ioof.com.au

About IOOF Holdings Ltd

IOOF has been helping Australians secure their financial future since 1846. During that time, we have grown substantially to become one of the largest groups in the financial services industry.

IOOF provides advisers and their clients with the following services:

• Financial Advice services via our extensive network of financial advisers;

• Portfolio & Estate Administration for advisers, their clients and hundreds of employers in Australia; and

• • Investment Management products that are designed to suit any investor’s needs.

Further information about IOOF can be found at www.ioof.com.au

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 Ltd
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	Renato Mota
Date of last notice	18 March 2020

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 and 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	(1) 10 September 2020 (On-market trade) (2) 4 August 2020 (vesting of performance rights)
No. of securities held prior to change Direct: Performance rights and deferred shares: Indirect: Atom Financial Services Pty Ltd ATF Atom Investments Family Trust:	39,290 ordinary shares • 30,000 performance rights under the 2018 Executive Performance Rights Plan • 50,000 performance rights under the 2019 Executive Performance Rights Plan • 75,000 performance rights under the 2020 Executive Performance Rights Plan • 13,112 deferred shares under the 2018 Executive STI Deferral Plan have been allocated to Mr Mota and are subject to Board ‘look back’ in August 2020 164,937 ordinary shares

• See chapter 19 for defined terms.

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary Shares
Number acquired	(1) 17,751 ordinary shares (2) 15,000 ordinary shares under the 2018 Executive Performance Rights Plan
Number disposed	15,000 performance rights lapsed under the 2018 Executive Performance Right Plan
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	(1) $59,998.38 (2) N/A
No. of securities held after change Direct: Performance rights and deferred shares: Indirect: Atom Financial Services Pty Ltd ATF Atom Investments Family Trust:	29,112 ordinary shares (includes allocation of 13,112 ordinary shares under the 2018 Executive STI Deferral Plan following Board ‘look back’ in August 2020) • 50,000 performance rights under the 2019 Executive Performance Rights Plan • 75,000 performance rights under the 2020 Executive Performance Rights Plan 220,978 ordinary shares (includes transfer from Mr Mota of 38,290 ordinary shares and the 17,751 shares purchased on market)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	(1) On-market trade (2) Vesting of performance rights

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	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
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	N/A
Interest acquired	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

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

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?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3