INSIGNIA FINANCIAL LTD — Proxy Solicitation & Information Statement 2007

Oct 18, 2007

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: 1300 552 203 (02) 8280 7419 Facsimile: (02) 9287 0309 ASX Code: IFL Website: www.linkmarketservices.com.au

IOOF Holdings Limited ABN 49 100 103 722

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APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.

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I/We being a member(s) of IOOF Holdings Limited and entitled to attend and vote hereby appoint

the Chairman OR if you are NOT appointing the Chairman of the A of the Meeting Meeting as your proxy, please write the name of the (mark box) person or body corporate (excluding the registered securityholder) you are appointing as your proxy

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or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm on Tuesday, 13 November 2007, at Melbourne Concert Hall, 100 St. Kilda Rd, Melbourne, Victoria and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

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----- Start of picture text ----- B To direct your proxy how to vote on any resolution please insert in the appropriate box below.XFor Against Abstain* For Against Abstain*Resolution 1 Resolution 2dTo consider Financial Statements “No Resolution Required” To elect Roderick Harperand ReportsResolution 2eResolution 2aTo elect Tony RobinsonTo re-elect Mr James Pfeiffer----- End of picture text -----

Resolution 2b

To re-elect Ms Jane Harvey

Resolution 2c

To re-elect Ms Kate Spargo

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Resolution 3

To adopt the remuneration report (non-binding, advisory vote) Resolution 4 Grant of performance shares and options to the Chief Executive Officer

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• If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

C	SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED
Securityholder 1 (Individual)Joint Securityholder 2 (Individual)Joint Securityholder 3 (Individual)Sole Director and Sole Company SecretaryDirector/Company Secretary (Delete one)Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder’s constitution and the Corporations Act 2001 (Cwlth).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

IFL PRX741