CORPORATIONS REGULATIONS 1990 NO. 455 - TABLE OF PROVISIONS 1.01. Citation 1.02. Definitions 1.03. Prescription of forms 1.04. Directions and instructions in forms 1.05. Particulars prescribed by forms 1.06. Annexures accompanying forms 1.07. General requirements for documents 1.08. Manner of signing documents to be lodged 1.09. Time for lodging documents 1.10. Address of registered office or place of business 1.11. Affidavits and statements in writing 1.12. Certification of a document 1.13. Documents signed or sworn in accordance with the rules 1.14. Exclusion of offices in relation to relevant interests in shares and securities under section 42 of the Law 1.15. Copies of orders to be lodged with Commission 2.3.01. Form of notice of resolution 2.3.02. Translation day Division 2 companies 2.4.01. Securities exchange: definition for the purposes of sections 206BB and 215 of the Corporations Law 2.4.02. Prescribed amounts 3.2.01. Consent to act as director 3.2.02. Prescribed authorities for the purposes of subsection 229 (4) of the Corporations Law 3.2.03. Certification of statutory report and auditor's report 3.2.04. Statement to accompany copy of minute 3.2.05. Lien or charge on crop, wool or stock mortgage that is a registrable security: prescribed law 3.2.06. Registration under other legislation relating to charges: prescribed matters under section 273 of the Corporations Law 3.6.01. Accounting records 3.6.02. Financial statements: prescribed requirements under subsection 297 (1) of the Corporations Law 3.6.03. Prescribed stock exchanges for the purpose of subclause 17 (3) of Schedule 5 3.6.04. Financial reporting requirements 3.6.05. Rounding off amounts: section 311 of the Corporations Law 3.8.01. Annual return 3.8.02. Documents that are to accompany an annual return 3.8.03. Annexures and amendments 4.1.01. Certified copy of certificate of incorporation, etc 4.1.02. Manner of certifying constituent document 4.1.03. Manner of sending letter under subsections 342 (2) and 350 (3) of the Corporations Law 4.1.04. Manner of sending notice under subsections 342 (3) and 350 (4) of the Corporations Law 4.1.05. Balance-sheets and other documents 4.1.06. Notice in writing of change lodged in accordance with paragraph 361 (1) (a) or (b) or subparagraph 361 (1) (d) (i) of the Corporations Law 4.2.01. Names unacceptable for registration 4.2.02. Documents to accompany application for reservation of name 5.1.01. Prescribed information for the purposes of paragraph 411 (3) (b) and subparagraph 412 (1) (a) (ii) of the Corporations Law 5.1.02. Giving notice under subsection 414 (2) or (9) of the Corporations Law 5.2.01. Certified copies of reports 5.3.01. Notice of special resolution extending period of official management 5.3.02. Certification of copy of report 5.6.01. Matters to be entered in books kept by liquidator 5.6.02. Inspection of books kept under section 531 of the Corporations Law 5.6.03. Notice of intention to disclaim lease 5.6.04. Deregistration of defunct company 5.6.05. Rate of commission 5.6.06. Payment into liquidator's general account 5.6.07. Deposit of securities 5.6.08. Delivery of securities 5.6.09. Special bank account 5.6.10. Payments out of liquidator's general account 5.6.11. Application 5.6.12. Notice of meeting 5.6.13. Proof of notice 5.6.14. Place of meeting 5.6.15. Costs of convening a meeting of creditors or contributories or of a committee of inspection 5.6.16. Quorum 5.6.17. Chairperson 5.6.18. Adjournment of meeting 5.6.19. Voting on resolutions 5.6.20. Taking a poll 5.6.21. Carrying of resolutions after a poll has been demanded 5.6.22. Casting vote 5.6.23. Creditors who may vote 5.6.24. Votes of secured creditors 5.6.25. Creditors may be required to give up security 5.6.26. Admission and rejection of proofs for purposes of voting 5.6.27. Minutes of meeting 5.6.28. Appointment of proxies 5.6.29. Form of proxies 5.6.30. Instruments of proxy 5.6.31. Proxy forms to accompany notice of meetings 5.6.32. Liquidator, provisional liquidator, official manager or chairperson may act as proxy 5.6.33. Voting by proxy if financially interested 5.6.34. Liquidator, official manager or trustee may appoint deputy 5.6.35. Proxies appointed by a corporation 5.6.36. Time for lodging proxies 5.6.37. Establishing title to priority 5.6.38. Proof of debt or claim 5.6.39. Notice to submit particulars of debt or claim 5.6.40. Preparation of a proof of debt or claim 5.6.41. Disclosure of security 5.6.42. Discounts 5.6.43. Periodical payments 5.6.44. Debt or claim payable at a future time 5.6.45. Employees' wages 5.6.46. Production of bill of exchange and promissory note 5.6.47. Admission of debt or claim without formal proof 5.6.48. Notice to creditors to submit formal proof 5.6.49. Formal proof of debt or claim 5.6.50. Contents of formal proof of debt or claim 5.6.51. Costs of proof 5.6.52. Liquidator to notify receipt of proof of debt or claim 5.6.53. Time for liquidator to deal with proofs 5.6.54. Grounds of rejection and notice to creditor 5.6.55. Revocation or amendment of decision of liquidator 5.6.56. Withdrawal or variation of proof of debt or claim 5.6.57. Oaths 5.6.58. Liquidator to make out provisional list of contributories 5.6.59. Time and place for settlement of list 5.6.60. Settlement of list of contributories 5.6.61. Supplementary list 5.6.62. Notice to contributories 5.6.63. Dividend payable only on admission of a debt or claim 5.6.64. Application of regulations 5.6.37 to 5.6.57 5.6.65. Liquidator to give notice of intention to declare a dividend 5.6.66. Time allowed for dealing with formal proof of debt or claim 5.6.67. Declaration and distribution of dividend 5.6.68. Rights of creditor who has not proved debt before declaration of dividend 5.6.69. Postponement of declaration 5.6.70. Payment of dividend to a person named 5.6.71. Distribution of surplus in a winding up by the Court 5.6.72. Distribution of surplus as directed 5.6.73. Notice of intention to deregister a defunct company 5.6.74. Interpretation: prescribed countries 6.1.01. Prescribed manner of sending documents for the purposes of paragraphs 607 (2) (b) and (c) of the Law 6.2.01. Prescribed companies under paragraph 633 (b) of the Law 6.3.01. Notice for the purposes of paragraph 637 (2) (a) of the Law 6.4.01. Notice for the purposes of paragraph 681 (4) (b) of the Law 6.5.01. Provisions of a prescribed kind for the purposes of paragraphs 693 (2) (d) and 693 (3) (d) of the Law 6.7.01. Notice given to company by substantial shareholder 6.7.02. Notice of change in relevant interest or relevant interests of substantial shareholder 6.7.03. Notice to be given to corporation by former substantial shareholder 6.8.01. Primary and secondary notices 6.12.01. Classes of offers for the purposes of Clause 18 of a Part A Statement 6.12.02. Prescribed matters for the purposes of clause 18 of a Part A Statement 7.1.01. Definition of "authorised trustee corporation" 7.1.02. Prescribed interests: exemption of franchise rights or interests 7.3.01. Licensee to notify events adversely affecting financial position 7.3.02. Conditions to which licences are subject 7.3.03. Amount of security 7.3.04. Application of security under subsection 786 (9) of the Corporations Law 7.3.05. Prescribed form: section 790 of the Law 7.3.06. Discharge, return or release of security 7.3.07. Effect of discharge of security 7.3.08. Register of holders of proper authorities: prescribed information 7.3.09. Licensees to notify Commission of location and contents of registers 7.3.10. Exemptions from licensing for lenders, etc 7.3.11. Exemptions from licensing, etc: prescribed interests 7.3.12. Exemptions from licensing, etc: dealings in own securities and sub-underwriting 7.3.13. Exemptions from licensing, etc: superannuation schemes, life offices and life insurance 7.3.14. Exemptions from licensing, etc: Australian banks 7.3.15. Sale of forfeited shares exempt 7.4.01. Exempt dealer 7.4.02. Exemption of certain securities 7.4.03. Transactions in prescribed circumstances 7.4.04. Exempted transaction 7.4.05. Exemption from subsection 844 (2) of the Corporations Law 7.4.06. Dealings by employees of holders of licences 7.4.07. Exemption of sale of exchange traded options 7.4.08. Exemption of short sale covered by exchange traded options 7.5.01. Auditor's report 7.6.01. Dealer's trust accounts: exempt 7.7.01. Register of interests in securities 7.7.02. Entry of particulars in Register 7.10.01. Prescribed rate of interest: subsection 972 (2) of the Corporations Law 7.11.01. Prohibition of dealings in securities by insiders 7.12.01. Interpretation 7.12.02. Exemptions from Chapter 7 of the Corporations Law 7.12.03. Prescribed documents: definition of "debenture" in section 9 of the Corporations Law 7.12.04. Exempt rights or interests: definition of "prescribed interest" in section 9 of the Corporations Law 7.12.05. Excluded issues: paragraph 66 (2) (n) of the Corporations Law 7.12.06. Excluded offers or invitations: paragraph 66 (3) (k) of the Corporations Law 7.12.07. Agent's authority to be lodged 7.12.08. Prescribed period: subsection 1020A (1) of the Corporations Law 7.12.09. Certified copies of profit and loss account and balance sheet 7.12.10. Modifications of Corporations Law to apply to securities that are prescribed interests 7.12.11. Section 1021 (Specific provisions applicable to all prospectuses) 7.12.12. Section 1022 (General provisions applicable to all prospectuses) 7.12.13. Section 1080 (Particulars to be included in statement) 7.12.14. Transitional provisions: certain prospectuses 7.12.15. Prescribed covenants: paragraph 1069 (1) (n) of the Corporations Law 7.12.16. Return to be lodged under subsection 1071 (1) of the Corporations Law 7.12.17. Prescribed invitation or offer: paragraph 1078 (4) of the Corporations Law 7.13.01. Marketable securities: subsection 1097 (1) of the Corporations Law 7.13.02. Securities exchange: subsection 1097 (1) of the Corporations Law 7.14.01. Period for which documents are to be retained 7.14.02. Futures contracts 8.2.01. Applications for licences in sealed envelopes 8.2.02. Recognised futures exchanges - prescribed bodies corporate 8.2.03. Exemption: Section 1121 and Division 2 of Part 8.2: Comex Clearing Association of New York 8.3.01. Exemption: Divisions 1 and 2 of Part 8.3, sections 1206, 1207 and 1208 and Part 8.5: clearing houses 8.3.02. Exemption: Divisions 1 and 5 of Part 8.3: certain futures contracts 8.3.03. Conditions of licence: general 8.3.04. Notifying change in particulars 8.3.05. Register of holders of proper authorities: prescribed information 8.3.06. Licensee to notify Commission of location and contents of register 8.4.01. Exemption of certain transactions from subsection 1206 (1) of the Corporations Law 8.4.02. Waiver of paragraph 1206 (1) (b) of the Corporations Law 8.4.03. Exemption of certain transactions from subsection 1207 (1) of the Corporations Law 8.4.04. Exemption of certain transactions from paragraphs 1207 (1) (g) and (h) of the Corporations Law 8.6.01. Fidelity fund - prescribed rate of interest 8.7.01. Prescribed particulars in respect of transmission and execution of orders 8.7.02. Futures brokers that are banks - credit to employees to deal in futures contracts 8.7.02. Period for which Commission is required to retain documents 9.1.01. Prescribed registers 9.1.02. Prescribed information 9.2.01. Prescribed bodies 9.2.02. Prescribed universities 9.2.03. Prescribed institutions 9.2.04. Practical experience in auditing 9.2.05. Application of security under subsection 1284 (2) of the Corporations Law 9.2.06. Discharge, return or release of security 9.2.07. Effect of discharge of security 9.4.01. Prescription of offences and penalties SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5 SCHEDULE 6 SCHEDULE 7 SCHEDULE 8 SCHEDULE 9 SCHEDULE 10 SCHEDULE 11 SCHEDULE 12 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.01 Citation 1.01. These Regulations may be cited as the Corporations Regulations. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.02 Definitions 1.02. (1) In these Regulations, unless the contrary intention appears: "agent" means a person appointed under subsection 346 (1) of the Corporations Law or under a previous corresponding law of the jurisdiction; "form" means a form in Schedule 2; "franchise" means an agreement or arrangement, whether express or implied, oral or written, between 2 or more persons by which: (a) a party to the agreement or arrangement (in this definition called "the franchisor") authorises or permits another party (in this definition called "the franchisee"), or a person associated with the franchisee, to exercise the right to engage in the business of offering, selling or distributing goods or services in Australia or in an external Territory, under a marketing plan or system controlled by the franchisor or a person associated with the franchisor; and (b) the business carried on by the franchisee or the person associated with the franchisee, as the case may be, is capable of being identified by the public as being substantially associated with a mark identifying, commonly connected with or controlled by the franchisor or a person associated with the franchisor; and (c) the franchisor exerts, or has authority to exert, a significant degree of control over the business; and (d) it may reasonably be expected that, in carrying on the business, the franchisee or a person associated with the franchisee is, or will be, substantially dependent on goods or services supplied by the franchisor or a person associated with the franchisor; "life office" means a body corporate registered under the Life Insurance Act 1945; "registration number" means: (a) in relation to a company - the number allotted to it under subsection 120 (1), 129 (2), 137 (2) or 145 (2) of the Corporations Law; or (b) in relation to a registered body - the number allotted to it under section 341 or 344 of the Corporations Law; or (c) in relation to an auditor or a liquidator (including an official liquidator or a liquidator of a specified body corporate) - the number allotted to a person on registration of that person as an auditor or a liquidator; "superannuation scheme" means a complying superannuation fund within the meaning of section 267 of the Income Tax Assessment Act 1936; "trustee" in relation to a superannuation scheme, includes a person responsible for the administration and management of the scheme. (2) In paragraph (b) of the definition of "franchise" in subregulation (1), "mark" includes a symbol, design, colour, word, letter or numeral or any combination of these. (3) In these Regulations, a reference to a form by number is a reference to the form so numbered in Schedule 2. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.03 Prescription of forms 1.03. (1) Subject to these Regulations, the form in Schedule 2 referred to in Column 4 of an item in Schedule 1 is prescribed for the purposes of the provision of the Law specified in Column 2 of that item. (2) In a form in Schedule 2, unless the contrary intention appears, a reference to a Chapter, Part, Division, section, subsection, paragraph or subparagraph is a reference to that Chapter, Part, Division, section, subsection, paragraph or subparagraph of the Corporations Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.04 Directions and instructions in forms 1.04. A form must be completed in accordance with the directions and instructions specified in the form. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.05 Particulars prescribed by forms 1.05. (1) If a form requires: (a) the lodging of a document; or (b) the giving of information: (i) by completing the form in the prescribed manner; or (ii) by supplying or completing another document; that document or information is to be taken to be the document or information required for the purposes of the provisions of the Corporations Law or of the Regulations for the purposes of which that form is included in Schedule 2. (2) If a provision of the Corporations Law requires particulars to be prescribed by the giving of information in a prescribed form, the particulars included in the form are taken to be the particulars required for the purposes of the provision of the Corporations Law for the purposes of which that form is included in Schedule 2. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.06 Annexures accompanying forms 1.06. (1) In this Regulation, "annexure" includes a document that is with a form. (2) An annexure to a form must: (a) have an identifying mark; and (b) be endorsed with the words: "This is the annexure of (insert the number of pages) pages marked (insert an identifying mark) referred to in the (insert a description of the form) signed by (insert `me' or `us') and dated (insert the date of signing)"; and (c) be signed by each person signing the form to which the document is annexed. (3) The pages in an annexure must be numbered consecutively. (4) If a form has a document annexed, the following particulars of the annexure must be written on the form: (a) the identifying mark; and (b) the number of pages. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.07 General requirements for documents 1.07. Unless the Commission otherwise approves, a document to be lodged must: (a) be on white or light pastel colour paper: (i) of international A4 size; and (ii) of medium weight and good quality; and (b) be clearly printed or written in black or dark blue in a manner that is permanent and will make possible a reproduction, by photographic, computerised or other electronic means that is satisfactory to the Commission; and (c) not be a carbon copy or a copy reproduced by any spirit duplication method; and (d) have margins of not less than 25 millimetres on the left-hand side and not less than 13 millimetres on the right-hand side; and (e) if it comprises 2 or more sheets, be fastened together securely in the top left-hand corner; and (f) have written on the first sheet: (i) the registration number of the corporation to which the document relates; and (ii) the name of the corporation; and (iii) the title of the document; and (iv) the section number of the Corporations Law under which the document is being lodged; and (g) have the following information at the top left-hand of the first sheet: (i) registered agent number (if any); and (ii) lodging party or agent name; and (iii) address; and (iv) telephone number; and (v) facsimile number (if any); and (vi) DX number and applicable suburb or city (if any); and (h) at the top right-hand of the first sheet, have a blank space that measures 35 millimetres from the top of the page and 65 millimetres from the right-hand side of the page; and (j) if the document is a form relating to a no liability company, be completed by inserting the words "No Liability" in place of the word "Limited"; and (k) in the case of an unlimited company, have the word "Limited" omitted; and (l) if the document contains maps or charts on which areas have been distinguished by colour, also distinguish those areas by hatching, numbering or lettering. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.08 Manner of signing documents to be lodged 1.08. (1) Unless these Regulations state otherwise, a document relating to a corporation that must be lodged by the corporation must be signed: (a) by a director or secretary or the principal executive officer of the corporation; or (b) if the corporation is a foreign company: (i) by a person referred to in paragraph (a); or (ii) by the agent of the foreign company or, if the agent is a company, by a director or secretary, or the principal executive officer, of the agent. (2) The name of a person signing a document must be legibly written under or beside the signature of that person. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.09 Time for lodging documents 1.09. If: (a) a document must be lodged; and (b) the period within which the document must be lodged is not prescribed; the document must be lodged: (c) if paragraph (d) does not apply - within one month; or (d) if the document is to be lodged by a foreign company and the Commission allows a further period because of special circumstances - that further period; after the happening of the event to which the document relates. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.10 Address of registered office or place of business 1.10. If notice must be given under these Regulations of: (a) the address of an office or a proposed office; or (b) the address of a place of business; of a corporation or a person, the notice must include: (c) if applicable, the number of the room in which; and (d) if applicable, the number of the floor or level on which; and (e) the place in Australia in which; the office or place of business is, or is to be, situated. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.11 Affidavits and statements in writing 1.11. (1) An affidavit or statement in writing must be sworn or made, on behalf of a corporation, by a director, a secretary or the principal executive officer of the corporation. (2) If an affidavit is sworn outside Australia, the affidavit is sufficient if it appears to be sworn in accordance with the requirements of the law of that place. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.12 Certification of a document 1.12. A document relating to a corporation that is to be certified or verified must be certified or verified by a statement in writing in accordance with Form 911 signed by: (a) a director or secretary or the principal executive officer of the corporation, being a person that is resident in Australia or an external Territory; or (b) its agent or, if the agent is a company, by a director or secretary or the principal executive officer of the agent, being a person that is resident in Australia or an external Territory. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.13 Documents signed or sworn in accordance with the rules 1.13. A document that is signed, or an affidavit or statement that is sworn or made, in accordance with the rules is taken to have been: (a) signed in accordance with regulation 1.08; or (b) sworn or made in accordance with regulation 1.11; as the case requires. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.14 Exclusion of offices in relation to relevant interests in shares and securities under section 42 of the Law 1.14. For the purposes of section 42 of the Corporations Law, the offices specified in Schedule 3 are prescribed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 1.15 Copies of orders to be lodged with Commission 1.15. A person who obtains an order of the Court under or for the purposes of: (a) subsection 190 (2); or (b) section 202; or (c) subsection 266 (4); or (d) section 274; or (e) section 484; or (f) section 583; or (g) section 585; or (h) subsection 1074 (5); or (j) section 1322; of the Corporations Law, must lodge an office copy of the order with the Commission. 1990 No. 455 CORPORATIONS REGULATIONS - REG 2.3.01 Form of notice of resolution 2.3.01. A copy of a resolution lodged under subsection 168 (1) or (2), 171 (2), 173 (2), 256 (1) or 491 (2) of the Corporations Law must be set out in, or annexed to, a notice in accordance with Form 205. 1990 No. 455 CORPORATIONS REGULATIONS - REG 2.3.02 Translation day - Division 2 companies 2.3.02. For the purposes of the definition of "translation day" in section 174 of the Corporations Law, the following days are prescribed: (a) except in the case of a company of the Northern Territory - 1 January 1984; and (b) in the case of a company of the Northern Territory - 1 July 1986. 1990 No. 455 CORPORATIONS REGULATIONS - REG 2.4.01 Securities exchange: definition for the purposes of sections 206BB and 215 of the Corporations Law 2.4.01. For the purposes of Division 4B of Part 2.4, and section 215, of the Corporations Law, "securities exchange" means: (a) Australian Stock Exchange Limited; (b) Australian Stock Exchange (Adelaide) Limited; (c) Australian Stock Exchange (Brisbane) Limited; (d) Australian Stock Exchange (Hobart) Limited; (e) Australian Stock Exchange (Melbourne) Limited; (f) Australian Stock Exchange (Perth) Limited; (g) Australian Stock Exchange (Sydney) Limited; (h) The Ballarat Stock Exchange; (i) The Bendigo Stock Exchange; (j) The Stock Exchange of Newcastle Limited. 1990 No. 455 CORPORATIONS REGULATIONS - REG 2.4.02 Prescribed amounts 2.4.02. The amount specified in column 3 of an item in Schedule 4 is prescribed in relation to the matter specified in column 2 of the item. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.2.01 Consent to act as director 3.2.01. If a consent of a person to act as director, lodged under subsection 222 (1) of the Corporations Law, is signed by an agent of that person authorised in writing for the purpose, the authority or a certified copy of the authority must be annexed to the consent. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.2.02 Prescribed authorities for the purposes of subsection 229 (4) of the Corporations Law 3.2.02. Each of the following authorities is a prescribed authority for the purposes of subsection 229 (4) of the Corporations Law: (a) the Corrective Services Commission of New South Wales; (b) the Governor of the prison in Victoria that had legal custody of the person on the specified date; (c) the Superintendent of the prison in Queensland that had legal custody of the person on the specified date; (d) the permanent head of the Department of Corrective Services of Western Australia; (e) the Executive Director of the Department of Correctional Services of South Australia; (f) the Director of Corrective Services in Tasmania; (g) the Director of Correctional Services of the Northern Territory. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.2.03 Certification of statutory report and auditor's report 3.2.03. For the purposes of subsection 244 (5) of the Corporations Law: (a) the copy of the statutory report of a company lodged with the Commission must be a copy that is certified by not less than 2 directors of the company; and (b) the copy of the auditor's report lodged with the Commission must be a copy that is personally signed: (i) by the auditor; or (ii) if the auditor is a firm - by one of the partners of that firm who is a registered company auditor. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.2.04 Statement to accompany copy of minute 3.2.04. A copy of a minute lodged under subsection 249 (8) of the Corporations Law must be set out in, or annexed to, a statement in accordance with Form 308. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.2.05 Lien or charge on crop, wool or stock mortgage that is a registrable security: prescribed law 3.2.05. For the purposes of subsection 262 (5) of the Corporations Law, each of the following laws is a prescribed law of a State or Territory: NEW SOUTH WALES Parts II and III of the Liens on Crops and Wool and Stock Mortgages Act 1898 VICTORIA Parts VII and VIII of the Instruments Act 1958 QUEENSLAND Part II (being provisions that apply in relation to registration of instruments that are stock mortgages, liens upon crops and liens on wool) and Part IV (other than section 24) of the Bills of Sale and Other Instruments Act 1955 The Liens on Crops of Sugar Cane Act 1931 WESTERN AUSTRALIA Sections 7 and 8 and Parts IX, X and XI of the Bills of Sale Act 1899 SOUTH AUSTRALIA Liens on Fruit Act, 1923 Stock Mortgages and Wool Liens Act, 1924 TASMANIA Sections 36 of the Bills of Sale Act 1900 Stock, Wool and Crop Mortgages Act 1930 AUSTRALIAN CAPITAL TERRITORY Parts IV and V of the Instruments Act 1933. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.2.06 Registration under other legislation relating to charges: prescribed matters under section 273 of the Corporations Law 3.2.06. For the purposes of subsection 273 (1) of the Corporations Law, the prescribed time is the date of commencement of section 273 of the Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.6.01 Accounting records 3.6.01. For the purposes of subsection 289 (6) of the Corporations Law, a notice may be in accordance with Form 313. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.6.02 Financial statements: prescribed requirements under subsection 297 (1) of the Corporations Law 3.6.02. For the purposes of subsection 297 (1) of the Corporations Law, the prescribed requirements are set out in Schedule 5. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.6.03 Prescribed stock exchanges for the purpose of subclause 17 (3) of Schedule 5 3.6.03. Each of the following stock exchanges is a stock exchange for the purposes of subclause 17 (3) of Schedule 5: (a) American Stock Exchange Inc.; (b) Australian Stock Exchange Limited; (c) Australian Stock Exchange (Adelaide) Limited; (d) Australian Stock Exchange (Brisbane) Limited; (e) Australian Stock Exchange (Hobart) Limited; (f) Australian Stock Exchange (Melbourne) Limited; (g) Australian Stock Exchange (Perth) Limited; (h) Australian Stock Exchange (Sydney) Limited; (i) New York Stock Exchange Inc.; (j) New Zealand Stock Exchange; (k) Pacific Coast Stock Exchange; (l) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; (m) The Johannesburgh Stock Exchange; (n) The Mid-West Stock Exchange; (o) The Montreal Exchange; (p) The Paris Bourse; (q) The Toronto Stock Exchange. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.6.04 Financial reporting requirements 3.6.04. (1) In this regulation, "Schedule 7" means Schedule 7 to the Companies Regulations in force under the Companies Act 1981. (2) A company: (a) registered as a company under Division 2 of Part 2.2 of the Corporations Law; and (b) to which section 322 of the Corporations Law applies; must comply with the financial reporting requirements: (c) in relation to a financial year commencing after the registration day - in Schedule 5; or (d) in relation to a financial year ending before the registration day - in Schedule 7; or (e) in relation to a financial year commencing before the registration day and ending after that day: (i) in Schedule 5; or (ii) in Schedule 7. (3) A company to which paragraph (2) (e) applies must state in the financial statements the reporting option it has used. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.6.05 Rounding off amounts: section 311 of the Corporations Law 3.6.05. (1) The directors of a company to which this regulation applies may show, instead of an amount that would otherwise be required or permitted to be set out in any accounts or report under the Corporations Law: (a) that amount to the nearest thousand dollars; or (b) if the amount is $500 or less - that amount as zero. (2) If an amount is shown to the nearest thousand dollars, the rounding off must be clearly indicated on each page on which it has been done. (3) If an amount is shown as reduced to zero, the original amount must be shown in full in a note to the account. (4) If an amount is rounded off, the corresponding amount in the account for the previous period must also be shown in accordance with subregulations (2) and (3). (5) If an amount is rounded off in a report prepared under section 304 or 305 of the Corporations Law, the report must state that: (a) the company is a company of a kind referred to in subregulation (6); and (b) the amount has been rounded off in accordance with section 311 of the Corporations Law and this regulation. (6) This regulation applies to: (a) a company with total assets in excess of $10,000,000; and (b) a holding company with consolidated accounts prepared for it and its related bodies corporate, if the total assets of the group of companies are in excess of $10,000,000. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.8.01 Annual return 3.8.01. The following particulars are prescribed in relation to an annual return required under subsection 335 (1) of the Corporations Law for the purposes of Form 316: (a) the name of the company lodging the return; (b) the registration number allotted by the Commission; (c) the financial year to which the return relates; (d) if the annual general meeting to which the return relates has been held - the date of the meeting; (e) if the company has been granted an extension of time to hold the annual general meeting - the date to which the extension has been granted; (f) if the annual general meeting for the financial year immediately preceding the financial year to which the return relates has not been held before, or on the date on which, the last annual return had been signed - the date of that meeting; (g) the address of the registered office, including, on separate lines: (i) the person, firm or corporation that the address may be care of; and (ii) the room number, floor number and building name; and (iii) the street number and name; and (iv) the suburb or town, state or territory and postcode; (h) whether the company is: (i) an exempt proprietary company; or (ii) a non-exempt proprietary company; or (iii) a listed public company; or (iv) a non-listed public company; (i) whether the company was for the whole financial year the class of company stated in paragraph (h); (j) whether the company holds a licence under section 383 of the Law or under a corresponding previous law; (k) whether: (i) the company is limited by guarantee or by both shares and guarantee; and (ii) the memorandum or articles state that: (A) the company is formed for the purposes set out in paragraph 383 (1) (a) of the Law; and (B) it is to apply its profits or other income in promoting its objects; and (C) it is prohibited from paying any dividend to its members; (l) whether the company is claiming an exemption under subsection 337 (1) or (2) of the Law and, if so, the address at which the principal register is kept; (m) whether the company is the proprietor of land on which the company operates as a home unit company; (n) the principal activities of the company; (o) the address of the principal business office in Australia (if any), the telephone number (if any) and the facsimile number (if any) of the principal business office; (p) particulars of the directors, secretaries and principal executive officer showing: (i) surname and given names; (ii) residential address, using a separate line for each of: (A) unit, floor and building, street number and street name; (B) city or suburb, state or territory and postcode; (C) country if not Australia; (iii) date and place of birth; (iv) whether a director, secretary or principal executive officer; (v) whether the office holder holds shares in the company; (q) whether an auditor was appointed for the financial year and, if so, the auditor's name and the address of the usual place of practice; (r) if the company is not: (i) an exempt proprietary company that has appointed an auditor; or (ii) an unlimited exempt proprietary company; or (iii) a company of a class to which an order exempting it from supplying financial data applies; particulars as at the end of the financial year of the dollar value of each of: (iv) current assets; and (v) non-current tangible assets; and (vi) non-current intangible assets; and (vii) total assets; and (viii) current liabilities; and (ix) non-current liabilities; and (x) share-holders equity; (s) if the company is not one referred to in paragraph (r) - particulars for the whole of the financial year of the dollar value of each of: (i) the operating profit; and (ii) extraordinary items after income tax; (t) if the company is not one referred to in paragraph (r) and acts as a trustee - for each trust, the dollar value of: (i) the liabilities incurred by the company as trustee; and (ii) the amount by which the company has a right to be indemnified out of trust assets; (u) particulars of issued shares and options: (i) a description of each share which has been issued or for which there are options unexercised, and a class code of 1-4 letters to represent the share class, and the nominal value of each share class as a dollar value; (ii) in respect of each class of share issued: (A) the number of shares issued; (B) the total nominal value; (C) the total amount paid; and (D) the balance of the share premium account; (iii) in respect to each class of share option issued; (A) the number of shares entitled to; (B) the average exercise price per share; (v) particulars of the ultimate holding company: (i) the name of the body corporate; (ii) the registered number if registered in Australia; (iii) the place of incorporation or formation if not registered in Australia; (w) if the company has a share capital, particulars of the ten shareholdings for each class of share issued being those shareholdings in each class holding the greatest number of shares: (i) name of the shareholder; (ii) code used in subparagraph (u) (i) for the class of share held; (iii) total number of shares held by the shareholder; (iv) whether or not the shares have been fully paid; (v) whether or not the shares are beneficially owned; (vi) the address of each shareholder showing a separate line for each of: (A) the person, firm or corporation that the address may be care of; (B) the office, floor, building name; (C) street number and street name; (D) city or suburb, state or territory; (x) notwithstanding paragraph (w), a company other than a company which is limited by guarantee, being a company the memorandum or articles of which prohibit the payment of any dividend by the company to its members or a no-liability company or a company which can claim an exemption under paragraph (y), shall supply the following details in respect of any additional shareholders which are not set out in paragraph (w): (i) the name of the shareholder; (ii) the address of the shareholder using separate lines for: (A) the person, firm or corporation that the address may be care of; (B) the office, floor, building name; (C) street number and street name; (D) city or suburb, state or territory; (iii) code as used in subparagraph (u) (i) for the class of share held; (iv) whether or not the shares held have been fully paid up; (v) whether or not the shares are beneficially owned; (y) if the company is a public company and can complete the statement that: (i) the company has more than 500 members; (ii) the company keeps its principal register at a place within 25 kilometres of an office of the Commission; and (iii) provides reasonable accommodation and facilities for persons to inspect and take copies of its list of members and particulars of shares transferred; the company need not comply with the requirements of paragraph (x) in relation to the list of members; (z) statement by the current auditor (if any) that: (i) whether or not the company's accounts were audited; (ii) if the accounts were audited, whether or not the auditor's report contained a statement relating to: (A) reasons for the auditor not being satisfied as to the matters referred to in paragraph 332 (3) (a) or (b) of the Law; or (B) details of any deficiency, failure or shortcoming concerning any matter referred to in subsection 332 (4) of the Law; (za) if the company is an exempt proprietary company whose auditor has made one or both of the statements in paragraph (z) - a certified copy of the report in accordance with paragraph 3.2.03 (a); (zb) a declaration by a director, secretary or principal executive officer of the company that: (i) the information given on the annual return and on the statement of changes is complete and correct as at the date of signing; (ii) the key financial data shown on the return has been accurately extracted from the accounting records kept in accordance with subsection 289 (1) of the Law; (iii) there are reasonable grounds to believe that the company will be able to pay its debts when they fall due (if applicable); (iv) the declaration is made under a resolution by the company's board of directors to adopt the contents of this annual return; (zc) name of the director, secretary or principal executive officer who made the declaration in paragraph (zb); (i) the name of the company; (ii) the capacity of the person who made the declaration; (iii) the signature of person named in subparagraph (zc) (i); and (iv) date of signing; (zd) if the company is required under the provisions of the Corporations Law to lodge a document relating to any information required to be included in the annual return, but has not lodged the document, the following particulars are to be completed: (i) where a change to the registered office has occurred, the new address of the registered office using a separate line for each of: (A) the person, firm or corporation that the address may be care of; (B) the room number, floor number and building name; (C) street number and street name; (D) suburb or town, State or Territory and postcode; (E) the date on which the change took place; (ii) where a change to the office hours has occurred: (A) the new office hours showing from ....... AM/PM to .......AM/PM; (B) the date of the change; (iii) where a change has occurred in relation to the directors, secretaries or principal executive officer, particulars of the new appointment or change: (A) the surname and given names of the person or full corporate name and registration number (if applicable) of a corporation; (B) the current residential address showing a separate line for each of the unit, floor and building, street number and street name, city or suburb and State or Territory and postcode, the country (if not Australia) and the registered office (if a corporation); (C) where the change relates to an appointment - the date and place of birth of the new office holder, any former names, particulars of other directorships in companies and other business occupations; (iv) particulars of former auditors: (A) name of former auditor; (B) whether the auditor resigned, was removed or died; (C) date of the auditor ceasing or date of death; (D) address of usual place of practice; (v) the name and capacity of the director, secretary or principal executive officer who notifies the changes; (vi) the signature of the person specified in subparagraph (zd) (v) and the date of signing; (ze) if the address of the registered office is not occupied by the company: (i) a statement by the occupier of the premises that consent to the company using the office has been given; (ii) the name of the occupier; (iii) the signature of the occupier; and (iv) the date on which the occupier signed the statement. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.8.02 Documents that are to accompany an annual return 3.8.02. The documents that must accompany the annual return are: (a) in the case of public companies that are required to lodge an annual return, exempt proprietary companies that were not exempt for the whole financial year and non-exempt proprietary companies - a copy, certified in accordance with subregulation 3.8.03 (2), of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every document required by section 316 of the Corporations Law to be laid before the annual general meeting; (b) where the Commissioner has made an order under subsection 313 (6) of the Corporations Law, in respect of a specified class of companies that includes the company, that has the effect of relieving: (i) the directors of the company; (ii) the company; or (iii) the auditor (if any) of the company; from compliance with any specified requirements of the Law relating to, or to the audit of, accounts or group accounts or to the report required by section 304 or subsection 305 (1) of the Law: (iv) the number and date of that order; and (v) the nature of that relief. 1990 No. 455 CORPORATIONS REGULATIONS - REG 3.8.03 Annexures and amendments 3.8.03. (1) If there is insufficient space in the form of return for any particulars, they may be set out in an annexure in accordance with regulation 1.08. (2) All documents required to be laid before the annual general meeting and which are annexed to the annual return must be certified with the words: "I certify that this is a true copy of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every other document a copy of which is required by section 316 of the Corporations Law to be laid before the annual general meeting."; and must be signed and dated by a director, principal executive officer or secretary of the company, whose name must appear in block letters on the document. (3) If accounts or documents lodged with the Commission with the annual return are subsequently amended, particulars of the amendment are required to be lodged with the Commission. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.1.01 Certified copy of certificate of incorporation, etc 4.1.01. For the purposes of paragraphs 341 (a) and 344 (a) of the Corporations Law, a certified copy of a current certificate of the incorporation or registration in its place of origin of: (a) a registrable Australian body; or (b) a foreign company; or a document of similar effect, that is lodged for registration under Division 1 or 2 of Part 4.1 of the Law, must be a copy that: (c) within the period of 3 months immediately preceding the day on which it is lodged; or (d) if the Commission permits - within a longer period; has been certified to be a true copy by a person: (e) to whom the custody of the original document is committed under a law in force in the place of origin of the corporation or company; and (f) being a person who exercises under that law functions similar to those exercised by the Commission. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.1.02 Manner of certifying constituent document 4.1.02. For the purposes of paragraphs 341 (b) and 344 (b) of the Corporations Law, a certified copy of a constitution of: (a) a registrable Australian body; or (b) a foreign company; must be a copy that: (c) within the period of 3 months immediately preceding the day on which it is lodged; or (d) if the Commission permits - a longer period; has been certified to be a true copy: (e) by a person: (i) to whom the custody of the original document is committed under a law in force in the place of origin of the corporation or company; and (ii) who exercises under that law functions similar to those exercised by the Commission; or (f) by a notary public; or (g) by a director or secretary or the principal executive officer of the body: (i) if the body is a registrable Australian body - by a statement in writing; or (ii) if the body is a foreign company - by affidavit. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.1.03 Manner of sending letter under subsections 342 (2) and 350 (3) of the Corporations Law 4.1.03. For the purposes of subsections 342 (2) and 350 (3) of the Corporations Law, a letter must be sent by post. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.1.04 Manner of sending notice under subsections 342 (3) and 350 (4) of the Corporations Law 4.1.04. For the purposes of subsections 342 (3) and 350 (4) of the Corporations Law, a notice must be sent by prepaid certified mail. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.1.05 Balance-sheets and other documents 4.1.05. The following particulars are prescribed for the purposes of Form 406 in relation to a return required under subsection 349 (9) of the Corporations Law: (a) the name of the company lodging the return; (b) the day, month and year of the annual general meeting up to which the return is made; (c) the address of the company's registered office in Australia, including, on separate lines: (i) the name of an officer or employee of the company to whom correspondence may be addressed; (ii) the floor number and the name of the unit, office or building; (iii) the street number and name; (iv) the suburb, city, country and postcode; (d) the amount of the authorised share capital of the company; (e) the amount of paid up capital of the company; (f) for each director of the company who is a natural person: (i) his or her full name; (ii) his or her residential address, including, on separate lines: (A) the floor number and the name of the unit, office or building; (B) the street number and name; (C) the suburb, city, country and postcode; (g) for each director of the company that is a body corporate: (i) the body's full name; (ii) the body's address, including, on separate lines: (A) the floor number and the name of the unit, office or building; (B) the street number and name; (C) the suburb, city, country and postcode; (h) for the agent of the company in Australia: (i) his or her full name; (ii) his or her residential address, including, on separate lines: (A) the floor number and the name of the unit, office or building; (B) the street number and name; (C) the suburb, city, country and postcode; (i) a statement that the company is a specified foreign company under subsection 349 (7) of the Corporations Law; (j) the signature of: (i) a director; or (ii) the secretary; or (iii) the Principal Executive Officer; or (iv) the agent; of the company; (k) identification of the person who signed the return and the date on which it was signed; (l) a certificate, signed and dated by the agent of the company, that the provisions of the Corporations Law relating to unclaimed moneys have been complied with in relation to the company. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.1.06 Notice in writing of change lodged in accordance with paragraph 361 (1) (a) or (b) or subparagraph 361 (1) (d) (i) of the Corporations Law 4.1.06. (1) A notice in writing of a change of name in accordance with paragraph 361 (1) (a) of the Corporations Law, must have annexed to it: (a) a copy of the certificate of incorporation or registration of the registered body, or a document of similar effect, being a certificate or document evidencing the change; or (b) if no certificate or document of that kind exists - a copy of the instrument effecting the change; being a copy that is certified by a person mentioned in paragraph 4.1.02 (e), (f) or (g) to be a true copy of that certificate, document or instrument. (2) A notice in writing of a change in a constitution or other document, in accordance with paragraph 361 (1) (b) of the Corporations Law, must have annexed to it a copy of the instrument effecting the change or a copy of the document as changed, being a copy that is certified to be a true copy of that instrument or document by a person mentioned in paragraph 4.1.02 (e), (f) or (g). (3) A notice in writing of a change in director's powers, in accordance with subparagraph 361 (1) (d) (i) of the Corporations Law, must have with it a memorandum in writing executed by or on behalf of the foreign company after a change in those powers stating the powers of its directors as changed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.2.01 Names unacceptable for registration 4.2.01. (1) For the purposes of paragraph 367 (1) (b) of the Corporations Law, a name is unacceptable for registration under Part 4.2 of the Law if it is a name that: (a) in the opinion of the Commission, is undesirable, or likely to be offensive to: (i) members of the public; or (ii) members of any section of the public; or (b) subject to subregulation (2): (i) contains a word or phrase specified in an item in Schedule 6 or an abbreviation of that word or phrase; or (ii) a word or phrase or an abbreviation having the same or a similar meaning; or (c) subject to subregulation (3), includes the word "Commonwealth" or "Federal"; or (d) in the context in which it is proposed to be used, suggests a connection with: (i) the Crown; or (ii) the Commonwealth Government; or (iii) the Government of a State or Territory; or (iv) a municipal or other local authority; or (v) the Government of any other part of the Queen's dominions, possessions or territories; or (vi) a department, authority or instrumentality of the Commonwealth Government; or (vii) a department, authority or instrumentality of the Government of a State or Territory; or (viii) the government of a foreign country; or (e) in the context in which it is proposed to be used, suggests a connection with: (i) a member of the Royal Family; or (ii) the receipt of Royal patronage; or (iii) an ex-servicemen's organisation; if that connection does not exist; or (f) in the context in which it is proposed to be used, suggests that the members of an organisation are totally or partially incapacitated if those members are not so affected. (2) Paragraph (1) (b) does not apply to: (a) item 3, 9, 10, 12 or 18 of Schedule 6 if a word in any of those items must be included in the name of: (i) a registrable Australian body; or (ii) a registered Australian body; because of the law under which it is incorporated or registered; and (b) item 14 of Schedule 6 if the word must be included in the name of: (i) a registrable Australian body; or (ii) a registered Australian body; or (iii) a registered foreign company; or (iv) a foreign company; because of the law under which it is incorporated or registered. (3) Paragraph (1) (c) does not apply if the Commission is satisfied that the word is used in a geographical context. 1990 No. 455 CORPORATIONS REGULATIONS - REG 4.2.02 Documents to accompany application for reservation of name 4.2.02. An application under section 374, 375, 376 or 377 of the Corporations Law to reserve a name that contains a word or phrase specified in Column 2 of an item in Schedule 7 must have with it the consent in writing of the Minister specified in Column 3 of that item. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.1.01 Prescribed information for the purposes of paragraph 411 (3) (b) and subparagraph 412 (1) (a) (ii) of the Corporations Law 5.1.01. (1) For the purposes of paragraph 411 (3) (b) and subparagraph 412 (1) (a) (ii) of the Corporations Law, unless the Commission otherwise allows, the explanatory statement must: (a) for a proposed arrangement between a Part 5.1 body and its creditors, or a class of its creditors: (i) state the matters set out; and (ii) have annexed to it the reports and copies of documents referred to; in Part 2 of Schedule 8; and (b) for a proposed arrangement between a Part 5.1 body and its members, or a class of its members, other than a proposed arrangement referred to in paragraph (c): (i) state the matters set out; and (ii) have annexed to it the reports and copies of documents referred to; in Part 3 of Schedule 8; and (c) for a proposed arrangement between a Part 5.1 body and its members, or a class of its members, in relation to the reconstruction of a corporation, or the amalgamation of 2 or more corporations, if: (i) the whole or part of the undertaking or of the property of a corporation is to be transferred to a trustee to be held beneficially on behalf of the unit holders of the trust; or (ii) the shares in the corporation that are held by members are to be cancelled and control is to pass to a trustee to be held on behalf of a unit holder of the trust; state the matters set out and have annexed to it the documents and, if the trustee of that business operates no other business in relation to that trust, the reports referred to, in Part 4 of Schedule 8. (2) For the purposes of Schedule 8, "securities exchange" means: (a) Australian Stock Exchange Limited; (b) Australian Stock Exchange (Adelaide) Limited; (c) Australian Stock Exchange (Brisbane) Limited; (d) Australian Stock Exchange (Hobart) Limited; (e) Australian Stock Exchange (Melbourne) Limited; (f) Australian Stock Exchange (Perth) Limited; (g) Australian Stock Exchange (Sydney) Limited. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.1.02 Giving notice under subsection 414 (2) or (9) of the Corporations Law 5.1.02. A notice under subsection 414 (2) or (9) of the Corporations Law must be given to a person: (a) by personal delivery; or (b) by prepaid post to the person's address shown in the books of the transferor company. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.2.01 Certified copies of reports 5.2.01. A copy of: (a) a report that must be lodged; and (b) a certificate or other document annexed to that report; must be certified in writing to be a true copy by: (c) for a copy lodged for the purposes of paragraph 429 (2) (c) of the Corporations Law - the receiver of property of the corporation; or (d) for a copy lodged for the purposes of subsection 436 (15) of the Corporations Law - a director or secretary, or the principal executive officer, of the company; or (e) for a copy lodged for the purposes of subsection 448 (11) of the Corporations Law - the person who, immediately before the appointment of the liquidator, was the official manager of the company; or (f) for a copy lodged for the purposes of subsection 475 (7) of the Corporations Law - by the liquidator of the company. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.3.01 Notice of special resolution extending period of official management 5.3.01. A copy of a special resolution lodged under subsection 445 (4) of the Corporations Law must be set out in or annexed to a notice in accordance with Form 514. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.3.02 Certification of copy of report 5.3.02. A copy of: (a) a report lodged under subsection 456 (12), (13) or (14) of the Corporations Law; and (b) a certificate or other document annexed to that report; must be certified in writing by the person who prepared it to be a true copy. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.01 Matters to be entered in books kept by liquidator 5.6.01. For the purposes of section 531 of the Corporations Law, the prescribed matters are those that are required to give a complete and correct record of the liquidator's administration of the company's affairs. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.02 Inspection of books kept under section 531 of the Corporations Law 5.6.02. The liquidator must ensure that the books kept under section 531 of the Corporations Law are available at his or her office for inspection in accordance with that section. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.03 Notice of intention to disclaim lease 5.6.03. A notice under paragraph 568 (6) (a) of the Corporations Law must be: (a) in accordance with Form 526; and (b) given to the lessor by personal delivery or by prepaid post to the lessor's usual or last known place of residence or business. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.04 Deregistration of defunct company 5.6.04. For the purposes of subsection 572 (2) of the Corporations Law, a notice under that subsection must be sent by prepaid certified mail. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.05 Rate of commission 5.6.05. For the purposes of subsection 577 (3) of the Corporations Law, the commission is a commission calculated at the rate of 5%. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.06 Payment into liquidator's general account 5.6.06. A liquidator must: (a) unless otherwise directed by the Court or the committee of inspection - open a bank account to be known as the liquidator's general account; and (b) pay into that account all money received by the liquidator not later than 7 days after it has been received. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.07 Deposit of securities 5.6.07. A liquidator must deposit in the bank with which the liquidator's general account was opened: (a) the bills; and (b) the notes; and (c) any other securities; payable to the company or the liquidator as soon as possible after they are received by the liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.08 Delivery of securities 5.6.08. All bills, notes or other securities deposited in a bank in accordance with regulation 5.6.07 must be delivered out on the signed request of the liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.09 Special bank account 5.6.09. (1) The Court may give directions regarding the payment, deposit or custody of: (a) money; and (b) bills, notes or other securities; that are payable to, or into the possession of, a liquidator. (2) If an application is made to the Court to authorise the liquidator to make payments into and out of a special bank account, the Court may: (a) authorise the payments for the time and on the terms as it thinks fit; and (b) if the Court thinks that the account is no longer required - at any time order it to be closed. (3) An office copy of an order under subregulation (2) must be served by the liquidator on the bank with which the special bank account has been opened. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.10 Payments out of liquidator's general account 5.6.10. (1) All payments out of the liquidator's general account must be made by cheque. (2) A cheque to which subregulation (1) refers must: (a) have the name of the company marked or written on the face of it; and (b) be signed by the liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.11 Application 5.6.11. (1) In regulations 5.6.12 to 5.6.57, unless the contrary intention appears, "proof of debt or claim" includes a statement of particulars of a debt or claim submitted in accordance with regulation 5.6.39, as well as a formal proof of debt or claim. (2) Subject to subregulation (3), regulations 5.6.12 to 5.6.36 apply to the convening and conduct of, and voting at: (a) a meeting convened under Part 5.3, 5.4, 5.5 or 5.6 of the Corporations Law that is: (i) a meeting of members, creditors or contributories of a company; or (ii) a joint meeting of creditors and members of a company; or (iii) a meeting of a committee of inspection; and (b) a meeting of holders of debentures summoned under a covenant contained, or taken under subsection 1054 (6) of the Corporations Law to be contained, in the trust deed. (3) Regulations 5.6.12 to 5.6.36 do not apply to: (a) a meeting of the directors of a company; or (b) a meeting of the members of a company, other than a meeting referred to in paragraph (2) (a); or (c) a meeting referred to in paragraph (2) (a) or (b) - if inconsistent with a specific requirement of the Corporations Law or these Regulations or the rules; or (d) a meeting referred to in paragraph (2) (b) - if inconsistent with a specific requirement of the covenants contained in the relevant debentures or trust deed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.12 Notice of meeting 5.6.12. (1) The person convening a meeting must: (a) give not less than 7 days' notice of the time and place of the meeting (other than a meeting of a committee of inspection); and (b) advertise the meeting, in each State, Territory and excluded Territory in which the company carries on business, or has carried on business at any time during the 2 years immediately preceding that date, in a daily newspaper circulating generally in that State, Territory or excluded Territory; and (c) subject to subregulations (6) and (7), send notice in writing of the meeting by prepaid post, or deliver it personally, not less than 14 days before the day of the meeting (including a meeting of a committee of inspection), to every person appearing on the company's books or otherwise to be: (i) in the case of a meeting referred to in subparagraph 5.6.11 (2) (a) (i) - a member, creditor or contributory of the company; or (ii) in the case of a meeting referred to in subparagraph 5.6.11 (2) (a) (ii) - a member or creditor of the company; or (iii) in the case of a meeting referred to in subparagraph 5.6.11 (2) (a) (iii) - a member of the committee of inspection; or (iv) in the case of a meeting referred to in paragraph 5.6.11 (2) (b) - a holder of a debenture of a corporation. (2) The notice referred to in subregulation (1) must be: (a) if convening a meeting of creditors under subsection 496 (1) of the Corporations Law - in accordance with Form 521; or (b) in any other case - in accordance with Form 529. (3) A notice of a joint meeting of the creditors and members of a company must be sent to the creditors of the company at the same time as it is sent to the members of the company. (4) A notice to a creditor must be sent by the person convening the meeting: (a) to the address given by the creditor in his or her proof of debt or claim; or (b) if the creditor has not lodged a proof, to the address given in the report on the affairs of the company; or (c) to any other address known to the person. (5) A notice of a meeting must be sent by the convenor of the meeting: (a) to the address given in the company's books as the address of that person; or (b) to any other address known to the person convening the meeting. (6) If a liquidator thinks it appropriate, he or she may convene a meeting of a committee of inspection by giving less than 14 days' notice of the meeting in accordance with subregulation (1). (7) A meeting may be held if all the persons who are entitled to be present at, and to vote at, the meeting agree, even if it has not been convened in accordance with these Regulations. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.13 Proof of notice 5.6.13. A statement in writing in accordance with Form 530 by: (a) the person convening a meeting; or (b) a person acting on his or her behalf; that notice of the meeting was sent by prepaid post is, in the absence of evidence to the contrary, sufficient proof of the notice having been sent to a person at the address specified for that person in that notice. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.14 Place of meeting 5.6.14. A meeting must be convened at a date, time and place that the person convening the meeting thinks are most convenient for the majority of persons entitled to receive notice of the meeting. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.15 Costs of convening a meeting of creditors or contributories or of a committee of inspection 5.6.15. (1) A person (other than a liquidator or official manager) at whose request a meeting of creditors or contributories is convened must: (a) if the liquidator or official manager requires a security for the payment of costs before the meeting is convened - deposit with the liquidator or official manager a sum of money ; and (b) pay the costs of convening the meeting. (2) The costs of convening a meeting of a committee of inspection must be repaid out of the assets of the company to the person causing it to be convened if: (a) the Court so orders; or (b) the committee by resolution so directs. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.16 Quorum 5.6.16. (1) Subject to subregulation (3), a meeting must not act for any purpose except: (a) the election of a chairperson; and (b) the proving of debts; and (c) the adjournment of the meeting; unless a quorum is present. (2) A quorum consists of: (a) if the number of persons entitled to vote exceeds 2 - at least 2 of those persons; or (b) if only one person is, or 2 persons are, entitled to vote - that person or those persons; present in person or by proxy. (3) A meeting is sufficiently constituted if only one person is present in person at the meeting if the person represents personally or by proxy or otherwise a number of persons sufficient to constitute a quorum. (4) If within 30 minutes after the time appointed for a meeting: (a) a quorum is not present; or (b) the meeting is not otherwise sufficiently constituted; the meeting is adjourned: (c) to the same day in the next week at the same time and place; or (d) to the day (not being less than 7 or more than 21 days after the day on which the meeting is adjourned) and at the time and place that the chairperson appoints. (5) If within 30 minutes after the time appointed for the adjourned meeting: (a) a quorum is not present; or (b) the meeting is not otherwise sufficiently constituted; the adjourned meeting lapses. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.17 Chairperson 5.6.17. (1) If a meeting is convened by: (a) a liquidator; or (b) a provisional liquidator; or (c) an official manager; that person, or a person nominated by that person, must chair the meeting. (2) In any other case, the persons present and entitled to vote at a meeting must elect one of their number to be chairperson of the meeting. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.18 Adjournment of meeting 5.6.18. (1) The chairperson of a meeting: (a) if so directed by the meeting - must; or (b) with the consent of the meeting - may; adjourn the meeting from time to time and from place to place. (2) An adjourned meeting must be held at the place of the original meeting unless: (a) the resolution for adjournment specifies another place; or (b) the Court otherwise orders; or (c) the liquidator, provisional liquidator or official manager of the company otherwise orders; or (d) the place of the original meeting is unavailable, in which case the chairperson may appoint another place. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.19 Voting on resolutions 5.6.19. (1) A resolution put to the vote of a meeting must be decided on a show of hands unless, subject to subregulation (5), a poll is demanded, before or on the declaration of the result of the show of hands: (a) by the chairperson; or (b) by at least 2 persons present in person or by proxy and entitled to vote at the meeting; or (c) by a person present in person or by proxy and representing not less than 10% of the total voting rights of all the persons entitled to vote at the meeting; or (d) in the case of a meeting of members - by a member or members holding shares in the company conferring a right to vote at a meeting, being shares on which the total sum paid up is not less than 10% of the total sum paid up on all the shares conferring that right. (2) Unless a poll is demanded, the chairperson must declare that a resolution has been: (a) carried; or (b) carried unanimously; or (c) carried by a particular majority; or (d) lost; on a show of hands. (3) A declaration is conclusive evidence of the result to which it refers, without proof of the number or proportion of the votes recorded in favour of or against the resolution, unless a poll is demanded. (4) A demand for a poll may be withdrawn. (5) A vote taken at a joint meeting of creditors and members of a company must be decided on a show of hands. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.20 Taking a poll 5.6.20. (1) Subject to subregulation (2), if a poll is demanded: (a) the manner in which it is to be taken; and (b) the time at which it is to be taken; must be determined by the chairperson. (2) A poll demanded on the election of a chairperson or on a question of adjournment must be taken at once. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.21 Carrying of resolutions after a poll has been demanded 5.6.21. (1) After a poll has been demanded at a meeting of creditors or debenture holders, a resolution is carried if a majority in number and value of those present and voting (either in person or by proxy) have voted in favour of the resolution. (2) At a meeting of contributories or members, in counting the majority on a poll demanded on the question that a resolution be carried, regard must be made to: (a) the number of votes cast for and against the resolution; and (b) the number of votes to which each member is entitled by the Corporations Law or the articles of the company. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.22 Casting vote 5.6.22. The chairperson of a meeting has a casting vote in addition to his or her deliberative vote. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.23 Creditors who may vote 5.6.23. (1) A person is not entitled to vote as a creditor at a meeting of creditors unless: (a) his or her debt or claim has been admitted wholly or in part by the liquidator or official manager; or (b) he or she has lodged, with the chairperson of the meeting or with the person named in the notice convening the meeting as the person who may receive particulars of the debt or claim: (i) those particulars; or (ii) if required - a formal proof of the debt or claim. (2) A creditor must not vote in respect of: (a) an unliquidated debt; or (b) a contingent debt; or (c) an unliquidated or a contingent claim; or (d) a debt the value of which is not established; unless a just estimate of its value has been made. (3) A creditor must not vote in respect of: (a) a debt or a claim on or secured by: (i) a bill of exchange; or (ii) a promissory note; or (iii) any other negotiable instrument or security; held by the creditor unless he or she is willing: (b) to treat the resulting liability to him or her of a person referred to in subregulation (4) as a security in his or her hands; and (c) to estimate its value; and (d) for the purposes of voting (but not for the purposes of dividend), to deduct it from his or her debt or claim. (4) A creditor must consider every person who is liable previously to the company who is not: (a) an insolvent under administration; or (b) a person against whom a winding up order has been made. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.24 Votes of secured creditors 5.6.24. (1) For the purposes of voting, a secured creditor must state in the creditor's proof of debt or claim: (a) the particulars of his or her security; and (b) the date when it was given; and (c) the value at which he or she assesses it; unless he or she surrenders the security. (2) A creditor is entitled to vote only in respect of the balance, if any, due to him or her after deducting the value of his or her security as assessed by him or her in accordance with regulation 5.6.41. (3) If a secured creditor votes in respect of his or her whole debt or claim, the creditor must be taken to have surrendered his or her security unless the Court on application is satisfied that the omission to value the security has arisen from inadvertence. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.25 Creditors may be required to give up security 5.6.25. (1) A liquidator may require a secured creditor to give up the security for the benefit of creditors generally, on payment of its value as assessed by the creditor. (2) A requirement can only be made within 28 days after the creditor has voted in respect of the balance of his or her debt or claim. (3) If a creditor has assessed the value of his or her security, the creditor may reassess the value of the security: (a) with the leave of the liquidator; and (b) at any time before being required to give it up. (4) The new value of a security that is reassessed under subregulation (3) must be deducted from the creditor's debt or claim. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.26 Admission and rejection of proofs for purposes of voting 5.6.26. (1) The chairperson of a meeting has power to admit or reject a proof of debt or claim for the purposes of voting. (2) If the chairperson is in doubt whether a proof of debt or claim should be admitted or rejected, he or she must mark that proof as objected to and allow the creditor to vote, subject to the vote being declared invalid if the objection is sustained. (3) A decision by the chairperson to admit or reject a proof of debt or claim for the purposes of voting may be appealed against to the Court within 14 days after the decision. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.27 Minutes of meeting 5.6.27. (1) Within one month of a meeting, the chairperson must: (a) cause minutes of the proceedings to be drawn up and entered in a record kept for the purpose; and (b) sign the minutes after they have been entered in the record. (2) A record of the persons present in person or by proxy at a meeting must be prepared and kept in accordance with Form 531. (3) The chairperson at a meeting (other than a meeting of holders of debentures) must lodge a copy of the minutes of the meeting certified by him or her to be a true copy within a period of 1 month after the meeting. (4) The official manager, after a meeting of creditors or members, must cause: (a) the minutes; and (b) the record of persons present at the meeting; prepared in accordance with this regulation to be made available for inspection by creditors or members at the registered office or principal place of business of the company in the jurisdiction. (5) The liquidator must cause: (a) the minutes; and (b) the record of persons present at the meeting; prepared under this regulation to be made available at the principal place in the jurisdiction at which he or she practises, for inspection by creditors or contributories. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.28 Appointment of proxies 5.6.28. (1) A person entitled to attend and vote at a meeting may appoint a natural person over the age of 18 years as his or her proxy to attend and vote at the meeting. (2) A proxy appointed under this regulation has the same right to speak at the meeting and, subject to regulation 5.6.30, to vote, as the person appointing him or her. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.29 Form of proxies 5.6.29. (1) The appointment of a person as a proxy must be by an instrument in accordance with Form 532. (2) The person appointing the proxy must sign the instrument of proxy, or, if incapable of writing, attach his or her mark to it. (3) The proxy of a person who is blind or incapable of writing must not be accepted unless: (a) the person attaches his or her signature or mark to the instrument appointing the proxy after it has been completed; and (b) the instrument is read to him or her by a witness to his or her signature or mark (not being the person nominated as proxy) who completes the certificate of witness set out in Form 532. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.30 Instruments of proxy 5.6.30. An instrument appointing a proxy may specify the manner in which the proxy is to vote on a particular resolution, and the proxy is not entitled to vote on the resolution except as specified in the instrument. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.31 Proxy forms to accompany notice of meetings 5.6.31. A person convening a meeting must: (a) send a form of proxy with each notice of the meeting; and (b) ensure that neither the name or description of any person is printed or inserted in the body of the form of proxy before it is sent out. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.32 Liquidator, provisional liquidator, official manager or chairperson may act as proxy 5.6.32. A person may appoint: (a) the liquidator; or (b) the provisional liquidator; or (c) the official manager; or (d) the chairperson of a meeting; by name or by reference to his or her office, to act as his or her general or special proxy. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.33 Voting by proxy if financially interested 5.6.33. (1) Subject to subregulation (2), a person acting under: (a) a general proxy; or (b) a special proxy; must not vote in favour of any resolution which would directly or indirectly place: (c) the person; or (d) the person's partner; or (e) the person's employer; in a position to receive any remuneration out of assets of the company except as a creditor rateably with the other creditors of the company. (2) If a person holds a special proxy to vote for an application to the Court in favour of his or her appointment as liquidator, he or she may use the proxy and vote accordingly. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.34 Liquidator, official manager or trustee may appoint deputy 5.6.34. If: (a) a liquidator; or (b) an official manager; or (c) a trustee for debenture holders; holds a proxy and cannot attend the meeting for which it is given, he or she may in writing appoint a person as a deputy who must: (d) use the proxy: (i) on his or her behalf in the manner he or she directs; or (ii) if the proxy is a special proxy - in accordance with its terms; and (e) if the person has been appointed by a liquidator - comply with regulation 5.6.33 as if the person were the liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.35 Proxies appointed by a corporation 5.6.35. A document: (a) purporting to be a copy of a resolution under subsection 249 (3) of the Corporations Law authorising a person to act as proxy at a meeting; and (b) that has been verified as a true copy of the resolution or that is under the seal of the corporation; is conclusive evidence of his or her authority to do so. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.36 Time for lodging proxies 5.6.36. A person named in a notice convening a meeting as the person who is to receive: (a) an instrument appointing a proxy; or (b) any other document relating to the validity of the appointment of a proxy; must not require that instrument or document to be received more than 48 hours before the meeting. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.37 Establishing title to priority 5.6.37. Regulations 5.6.38 to 5.6.57 (inclusive) apply to the establishment of a title to priority as if it were a debt or claim. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.38 Proof of debt or claim 5.6.38. It is not necessary for a creditor of a company formally to prove his or her debt or claim unless the liquidator requires the proof by a notice in writing under subregulation 5.6.48 (1). 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.39 Notice to submit particulars of debt or claim 5.6.39. (1) A liquidator may from time to time fix a day, not less than 14 days after the day on which notice is given in accordance with subregulation (2), on or before which a creditor may submit particulars of his or her debt or claim. (2) A liquidator must, at least once, give notice in writing of the day fixed under subregulation (1) by advertising the date in a daily newspaper circulating generally in the jurisdiction. (3) An advertisement mentioned in subregulation (2) must be in accordance with Form 533. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.40 Preparation of a proof of debt or claim 5.6.40. (1) A proof of debt or claim may be prepared by the creditor personally or by a person authorised by the creditor. (2) A proof prepared by an authorised person must state his or her authority and means of knowledge. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.41 Disclosure of security 5.6.41. A proof of debt or claim must state: (a) whether the creditor is or is not a secured creditor; and (b) the value and nature of the creditor's security (if any); and (c) whether the debt is secured wholly or in part. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.42 Discounts 5.6.42. In preparing a proof of debt or claim, a creditor must allow for all discounts for which an allowance would have been made if the company were not being wound up. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.43 Periodical payments 5.6.43. (1) If rent or any other payment: (a) falls due at stated times; and (b) the relevant date is a time other than one of those times; the person entitled to the rent or other payment may submit a proof of debt or claim for a proportionate part of the rent or other payment, up to the date of the winding up order or resolution, as if the rent or payment accrued from day to day. (2) If the liquidator remains in control of premises rented to a company that is being wound up, subregulation (1) does not affect the right of the landlord of the premises to claim payment of rent by the company or the liquidator during the period of the company's occupation or the liquidator's control. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.44 Debt or claim payable at a future time 5.6.44. (1) Subject to subregulation (2), if a debt or claim is not payable at the relevant date: (a) the debt or claim may be admitted by the liquidator as if it were payable at that date; and (b) the creditor may receive dividends equally with the other creditors. (2) A debt or claim admitted for payment under subregulation (1) is subject to a deduction at the rate of 8% per year calculated from the declaration of the dividend to the time when the debt would have become payable according to the terms on which it was contracted. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.45 Employees' wages 5.6.45. (1) If the employees of a company make demands: (a) for wages or salaries (whether or not earned wholly or in part by way of commission), whether or not payable to the employees for annual leave or long service leave; or (b) for retrenchment payments; one proof of debt or claim may be prepared and submitted on behalf of those employees. (2) A proof of debt or claim prepared and submitted under subregulation (1): (a) must have annexed to it a schedule setting out the names of the employees and the amounts due to each of them; and (b) has the same effect as if separate proofs had been prepared and submitted by each of the employees named in the schedule. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.46 Production of bill of exchange and promissory note 5.6.46. If a company is, or may become, liable on: (a) a bill of exchange; or (b) a promissory note; or (c) any other negotiable instrument or security; it must be produced to the liquidator before a proof of debt or claim for the liability can be admitted, unless the Court otherwise orders. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.47 Admission of debt or claim without formal proof 5.6.47. (1) A liquidator may decide to admit a debt or claim without formal proof if the liquidator is satisfied that the debt or claim is valid. (2) If a liquidator admits a debt or claim without formal proof, it is not necessary for the liquidator formally to admit the debt or claim in writing. (3) If a creditor's debt or claim has been admitted without formal proof, a notice of dividend is sufficient notice of the admission. (4) A liquidator must not reject a debt or claim without: (a) notifying the creditor of the grounds of the liquidator's rejection; and (b) requiring that a formal proof of debt or claim be submitted for that debt or claim. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.48 Notice to creditors to submit formal proof 5.6.48. (1) A liquidator may from time to time fix a day, not less than 14 days after the day on which notice is given in accordance with subregulation (2), on or before which creditors of the company whose debts or claims have not been admitted are formally to prove their debts or claims. (2) A liquidator must give notice in writing of the day fixed under subregulation (1): (a) by advertising the day, in each State, Territory and excluded Territory in which the company carried on business at any time during the 2 years immediately preceding the relevant date, in a daily newspaper circulating generally in the State, Territory or excluded Territory; and (b) to every person who, to the knowledge of the liquidator, claims to be a creditor of the company, and whose debt or claim has not been admitted. (3) An advertisement mentioned in subregulation (2) must be in accordance with Form 534. (4) A creditor of the company who fails to comply with a requirement of a liquidator under subregulation (1) is excluded: (a) from the benefit of a distribution made before his or her debt or claim is admitted; and (b) from objecting to that distribution. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.49 Formal proof of debt or claim 5.6.49. (1) A debt or claim may be formally proved by delivering or sending by post a formal proof of debt or claim to the liquidator. (2) A formal proof of debt or claim: (a) that is prepared and submitted in accordance with regulation 5.6.45 - must be in accordance with Form 536; and (b) in any other case - must be in accordance with Form 535. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.50 Contents of formal proof of debt or claim 5.6.50. (1) A formal proof of debt or claim must: (a) contain detailed particulars of the debt or claim sought to be proved; and (b) in the case of a debt, include a statement of account; and (c) specify the vouchers (if any) by which the statement can be substantiated. (2) The liquidator may at any time call for the production of the vouchers referred to in subregulation (1). 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.51 Costs of proof 5.6.51. A creditor must bear the cost: (a) of proving his or her debt or claim; or (b) of amending a proof of debt or claim; unless the Court otherwise orders. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.52 Liquidator to notify receipt of proof of debt or claim 5.6.52. If a liquidator is requested to do so by the person submitting a proof of debt or claim, the liquidator must notify that person of the receipt of the proof and whether or not it has been admitted under regulation 5.6.47. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.53 Time for liquidator to deal with proofs 5.6.53. (1) A liquidator must, within: (a) 28 days after receiving a request in writing from a creditor to do so; or (b) if the Commission allows - any further period; in writing: (c) admit all or part of the formal proof of debt or claim submitted by the creditor; or (d) reject all or part of the formal proof of debt or claim; or (e) require further evidence in support of it. (2) If the liquidator does not deal with a request under subregulation (1) in accordance with that subregulation, the creditor who submitted the proof may apply to the Court for a decision in respect of it. (3) If the liquidator gives notice in writing to a creditor that further evidence is required in support of the formal proof of debt or claim submitted by the creditor under subregulation (1), the period referred to in that subregulation is taken not to have begun to run until the day on which the liquidator receives a sufficient written answer to his or her notice. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.54 Grounds of rejection and notice to creditor 5.6.54. (1) Within 7 days after the liquidator has rejected all or part of a formal proof of debt or claim, the liquidator must: (a) notify the creditor of the grounds for that rejection in accordance with Form 537; and (b) give notice to the creditor at the same time: (i) that the creditor may appeal to the Court against the rejection within the time specified in the notice, being not less than 14 days after service of the notice, or such further period as the Court allows; and (ii) that unless the creditor appeals in accordance with subparagraph (i), the amount of his or her debt or claim will be assessed in accordance with the liquidator's endorsement on the creditor's proof. (2) A person may appeal against the rejection of a formal proof of debt or claim within: (a) the time specified in the notice of the grounds of rejection; or (b) if the Court allows - any further period. (3) The Court may extend the time for filing an appeal under subregulation (2), even if the period specified in the notice has expired. (4) If the liquidator has admitted a formal proof of debt or claim, the notice of dividend is sufficient notice of the admission. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.55 Revocation or amendment of decision of liquidator 5.6.55. (1) If the liquidator considers that a proof of debt or claim has been wrongly admitted, the liquidator may: (a) revoke the decision to admit the proof and reject all of it; or (b) amend the decision to admit the proof by increasing or reducing the amount of the admitted debt or claim. (2) If the liquidator considers that all of a proof of debt or claim has been wrongly rejected, the liquidator may: (a) revoke the decision to reject the proof of debt or claim; and (b) admit all of the proof or admit part of it and reject part of it. (3) If the liquidator: (a) revokes a decision to admit a proof of debt or claim and rejects all of it; or (b) amends that decision by reducing the amount of the admitted debt or claim; the liquidator must inform the creditor by whom it was lodged, in writing, of his or her grounds for the revocation or amendment. (4) If the liquidator revokes a decision to admit a proof of debt or claim and rejects all of it, or amends that decision by reducing the amount of the admitted debt or claim, the creditor must at once repay to the liquidator: (a) the amount received as dividend for the proof; or (b) the amount received as dividend that exceeds the amount that the creditor would have been entitled to receive if his or her debt or claim had been originally admitted for the reduced amount. (5) If the liquidator: (a) revokes a decision to reject all of a proof of debt or claim; or (b) amends a decision to admit part of a proof of debt or claim; by increasing the amount of the admitted debt or claim, the creditor by whom it was lodged is entitled to be paid, out of available money for the time being in the hands of the liquidator: (c) the dividend; or (d) an additional amount of dividend; that the creditor would have been entitled to receive if all of the debt or claim had been originally admitted, or the increased amount had been admitted, before the available money is applied to pay a further dividend. (6) The creditor is not entitled to disturb the distribution of any dividends declared before the liquidator revoked or amended the decision. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.56 Withdrawal or variation of proof of debt or claim 5.6.56. A proof of debt or claim may be withdrawn, reduced or varied by a creditor with the consent of the liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.57 Oaths 5.6.57. The liquidator in a winding up by the Court may: (a) administer an affirmation or oath; and (b) take an affidavit; for the purposes of the liquidator's duties in relation to admitting a debt or claim. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.58 Liquidator to make out provisional list of contributories 5.6.58. If the liquidator of a company considers it necessary to make calls on or adjust the rights of contributories, the liquidator must, as soon as practicable, make out a provisional list of contributories in accordance with Form 538. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.59 Time and place for settlement of list 5.6.59. (1) The liquidator must give to each person included in the list not less than 14 days' notice in writing, in accordance with Form 539, of the time and place appointed to settle the list. (2) The liquidator or a person acting on his or her behalf must lodge a statement in writing in accordance with Form 540 that notice under subregulation (1) was given to each person included in the provisional list of contributories. (3) A statement under subregulation (2) is evidence that the notice was sent to a person on the list at the address shown for that person, in the absence of evidence to the contrary. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.60 Settlement of list of contributories 5.6.60. (1) Before settling the list of contributories, the liquidator must hear and determine any objection by a person to being included in the list. (2) The liquidator must settle the list of contributories and certify it, in accordance with Form 541, at the time and place specified in the notice given under regulation 5.6.59. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.61 Supplementary list 5.6.61. (1) The liquidator may at any time vary or add to the list of contributories by: (a) making out a provisional supplementary list of contributories in accordance with Form 542; and (b) settling and certifying that list in accordance with Form 543. (2) Regulation 5.6.59 and subregulation 5.6.60 (1) apply to making out, or settling and certifying, a supplementary list by the liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.62 Notice to contributories 5.6.62. (1) Within 14 days after the settlement of the list, or supplementary list, of contributories, the liquidator must: (a) notify each person included in the list, or supplementary list, of his or her inclusion; and (b) at the same time give each person notice that he or she may appeal to the Court against his or her inclusion within: (i) 21 days after service of the notice; or (ii) if the Court allows - any further period. (2) A person may appeal against his or her inclusion in the list, or supplementary list, of contributories, within: (a) 21 days after service on the person of the notice under subregulation (1); or (b) if the Court allows - any further period. (3) The Court may extend the time for filing an appeal under subregulation (2), even if the period of 21 days specified in subregulation (1) has expired. (4) A notice for the purposes of subregulation (1) must be in accordance with Form 544. (5) The liquidator, or a person acting on the liquidator's behalf, must lodge a statement in writing in accordance with Form 545 that notice under subregulation (1) was given to each person placed on the list, or supplementary list, of contributories. (6) A statement under subregulation (5) is sufficient evidence that the notice was sent to a person on the list at the address shown for that person, in the absence of evidence to the contrary. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.63 Dividend payable only on admission of a debt or claim 5.6.63. A dividend in the winding up of the affairs of a company may be paid only to a creditor whose debt or claim has been admitted by the liquidator at the date of the distribution of dividends. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.64 Application of regulations 5.6.37 to 5.6.57 5.6.64. For the purposes of regulations 5.6.64 to 5.6.71, regulations 5.6.37 to 5.6.57 apply: (a) to the formal proof of a debt or claim; and (b) to the rejection and to an appeal against the rejection of all or part of a formal proof of a debt or claim. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.65 Liquidator to give notice of intention to declare a dividend 5.6.65. (1) The liquidator must give notice of his or her intention to declare a dividend not more than 2 months before the intended date: (a) by publishing a notice in the Gazette in accordance with Form 546; and (b) in writing, in accordance with Form 547 or, for a final dividend, in accordance with Form 548, to any person whose debt or claim has not been admitted and who: (i) for a winding up by the Court - is shown as a creditor in the report on the affairs of the company under subsection 475 (1) of the Corporations Law; or (ii) for a members' voluntary winding up - appears in the company's records to be a creditor; or (iii) for a creditors' voluntary winding up - is shown as a creditor in the list of creditors prepared in accordance with subparagraph 497 (2) (b) (ii) of the Corporations Law; or (iv) to the knowledge of the liquidator claims to be, or might claim to be, a creditor of the company. (2) A notice in accordance with subregulation (1) must specify a date, not less than 21 days after the date of the notice, on or before which formal proof, in accordance with Form 535 or 536, of a debt or claim must be submitted to participate in the distribution. (3) Subject to regulation 5.6.68, a person: (a) who claims to be a creditor; and (b) who does not submit a formal proof of a debt or claim on or before the date specified in the notice given under subregulation (1); is excluded from participating in the distribution to which that notice relates. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.66 Time allowed for dealing with formal proof of debt or claim 5.6.66. (1) If the liquidator has given notice in accordance with subregulation 5.6.65 (1), the liquidator must: (a) within 14 days after the date shown in the notice; or (b) within such further period as the Commission allows; in writing: (c) before the end of that period: (i) admit a formal proof of debt or claim received by the liquidator; or (ii) reject it; or (iii) admit part of it and reject part of it; or (iv) require further evidence in support of it; and (d) give notice of the liquidator's decision to the creditor who submitted the proof. (2) If, within whichever period is applicable under paragraph (1) (a) or (b) or subregulation (3), the liquidator does not, in writing, deal with a formal proof of debt or claim in accordance with paragraphs (1) (c) and (d), the creditor who submitted the proof may apply to the Court for a decision on it. (3) If the liquidator gives notice to a creditor that further evidence is required in relation to a formal proof of debt or claim submitted by the creditor: (a) the liquidator must, in writing, deal with the formal proof of debt or claim in accordance with paragraphs (1) (c) and (d), within whichever period referred to in paragraph (1) (a) or (b) is applicable; and (b) that period must be taken not to have begun to run until the day on which the liquidator receives a sufficient written answer to his or her request. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.67 Declaration and distribution of dividend 5.6.67. (1) The liquidator must, as soon as practicable, declare and distribute a dividend among the creditors whose debts or claims have been admitted. (2) The liquidator must distribute as dividend all money in hand except enough: (a) to meet the costs of administration; or (b) to give effect to the provisions of the Corporations Law. (3) If the liquidator declares a dividend, he or she must send a notice of that declaration, in accordance with Form 549, to every person entitled to receive payment of the dividend. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.68 Rights of creditor who has not proved debt before declaration of dividend 5.6.68. (1) If: (a) a creditor's debt or claim has not been admitted before the declaration of a dividend; and (b) the debt or claim is admitted; the creditor is entitled to be paid dividends that the creditor has failed to receive, out of any available money for the time being in the hands of the liquidator, before that money is applied to the payment of a further dividend. (2) A creditor is not entitled to disturb the distribution of a dividend declared before the creditor's debt or claim was admitted. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.69 Postponement of declaration 5.6.69. If the liquidator postpones the declaration of a dividend past the date shown for that purpose in the notice published in the Gazette, the liquidator must publish a further notice in the Gazette, in accordance with Form 546, of the liquidator's intention to declare a dividend. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.70 Payment of dividend to a person named 5.6.70. If a person to whom a dividend is payable lodges an authority in accordance with Form 550 with the liquidator, the liquidator must pay the dividend to the person to whom payment is directed by that authority. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.71 Distribution of surplus in a winding up by the Court 5.6.71. (1) An order in a winding up by the Court authorising the liquidator to distribute any surplus to a person entitled to it must, unless the Court otherwise directs, have annexed to it a schedule in accordance with Form 551. (2) The liquidator must send to each person to whom any surplus is distributed a notice in accordance with Form 552. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.72 Distribution of surplus as directed 5.6.72. If a person who receives a notice of distribution of surplus in accordance with subregulation 5.6.71 (2) lodges with the liquidator an authority in accordance with Form 553, the liquidator must distribute that surplus to the person to whom payment is directed by that authority. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.73 Notice of intention to deregister a defunct company 5.6.73. For the purposes of subsection 573 (5) of the Corporations Law, a notice may be in accordance with Form 528A. 1990 No. 455 CORPORATIONS REGULATIONS - REG 5.6.74 Interpretation: prescribed countries 5.6.74. For the purposes of the definition of "prescribed country" in section 580 of the Corporations Law, the following countries are prescribed: (a) the Bailiwick of Jersey; (b) Canada; (c) the Independent State of Papua New Guinea; (d) Malaysia; (e) New Zealand; (f) the Republic of Singapore; (g) Switzerland; (h) the United Kingdom; (i) the United States of America. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.1.01 Prescribed manner of sending documents for the purposes of paragraphs 607 (2) (b) and (c) of the Law 6.1.01. For the purposes of paragraphs 607 (2) (b) and (c) of the Corporations Law, a document may be sent: (a) where the adressee is in an external territory or outside Australia - by pre-paid airmail post; and (b) in any other case - by pre-paid ordinary post or by courier. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.2.01 Prescribed companies under paragraph 633 (b) of the Law 6.2.01. For the purposes of paragraph 633 (b) of the Corporations Law, each of the following companies is prescribed: (a) a body corporate that is incorporated within Australia or an external Territory and is a public authority or an instrumentality or agency of the Crown; (b) a corporation sole; (c) a society, association or union registered under Co-operation Act, 1923 of New South Wales; (d) a society or association registered under the Permanent Building Societies Act, 1976 of New South Wales; (e) a credit union, or an association of credit unions, or a union of associations of credit unions, registered under the Credit Union Act, 1969 of New South Wales; (f) a foreign company or recognised company in respect of which an exemption from compliance with - (i) section 61 (1) of the Co-operation Act, 1923; (ii) section 35 (1) of the Permanent Building Societies Act, 1976; or (iii) section 28 (1) of the Credit Union Act, 1969; of New South Wales is for the time being in force; (g) a society within the meaning of The Co-operative and Other Societies Act of 1967 or The Co-operative Housing Societies Act of 1958 of Queensland; (h) a registered society within the meaning of The Building Societies Act of 1886 of Queensland; (i) an association within the meaning of The Primary Producers' Co-operative Associations Act of 1923 of Queensland; (j) an association, society, institution or body incorporated under the Associations Incorporation Act 1981 of Queensland; (k) a body incorporated or deemed to be incorporated by or under a law of South Australia other than the Companies Code (South Australia) or a corresponding previous enactment of South Australia; (l) a society within the meaning of section 5 of the Building Societies Act 1976 of Western Australia; (m) a credit union, foreign credit union, society or corporation of the kind referred to in subsection 5 (1) of the Credit Unions Act 1979 of Western Australia; (n) a co-operative company registered under Part VI of the Companies (Co-operative) Act 1943 or a corresponding previous enactment of Western Australia; (o) a society registered under the Co-operative and Provident Societies Act 1903 of Western Australia; (p) an association, society, institution or body incorporated under the Associations Incorporation Act 1895 of Western Australia; (q) a trustee bank registered under the Trustee Banks Act 1984 of Tasmania; (r) a society registered under the Building Societies Act 1876, the Co-operative Industrial Societies Act 1928, or the Co-operative Housing Societies Act 1963 of Tasmania; (s) an association, society, institution or body incorporated under the Associations Incorporations Act 1964 of Tasmania; (t) a body corporate created by section 75Q of the Conveyancing and Law of Property Act 1884 of Tasmania; (u) a society registered under the Co-operative Societies Act 1939 of the Australian Capital Territory; (v) an association, society, institution or body incorporated under the Associations Incorporation Act 1953 of the Australian Capital Territory; (w) a corporation constituted under the Unit Titles Act 1970 of the Australian Capital Territory; (x) a society within the meaning of the Building Societies Act of the Northern Territory; (y) a credit union or foreign credit union, within the meaning of the Credit Unions Act of the Northern Territory; (z) a society registered under the Co-operative Societies Act of the Northern Territory. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.3.01 Notice for the purposes of paragraph 637 (2) (a) of the Law 6.3.01. For the purposes of paragraph 637 (2) (a) of the Corporations Law, a notice may be in accordance with Form 601. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.4.01 Notice for the purposes of paragraph 681 (4) (b) of the Law 6.4.01. For the purposes of paragraph 681 (4) (b) of the Corporations Law, a notice may be in accordance with Form 602. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.5.01 Provisions of a prescribed kind for the purposes of paragraphs 693 (2) (d) and 693 (3) (d) of the Law 6.5.01. For the purposes of paragraphs 693 (2) (d) and 693 (3) (d) of the Corporations Law, a provision of a contract relating to shares is a provision of a prescribed kind if it provides that: (a) a person from whom the shares have been or are to be acquired or any person associated with that person may, after an offer is dispatched, become entitled to a benefit; and (b) the benefit is related to, dependent on, or calculated by reference to, the consideration payable for shares acquired after that contract was entered into. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.7.01 Notice given to company by substantial shareholder 6.7.01. (1) Subject to subregulation (2), for the purposes of paragraph 709 (3) (c) of the Corporations Law the prescribed documents are: (a) a copy of the contract, scheme or arrangement that led to the substantial shareholder, or an associate of the substantial shareholder, acquiring the relevant interest or relevant interests that led to the person giving the notice becoming a substantial shareholder; or (b) where the relevant interest was acquired other than because of a contract, scheme or arrangement or where the contract, scheme or arrangement was not in writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement; together with a statement in writing by the person who acquired the relevant interest certifying: (c) in the case of a document to which paragraph (a) applies - that the copy is a true copy of the contract, scheme or arrangement; or (d) in the case of a document to which paragraph (b) applies - that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be. (2) Subregulation (1) does not apply to the holder of those voting shares in which the relevant interest is held if those shares were held by the holder throughout the period of 12 months immediately before the date of the notice. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.7.02 Notice of change in relevant interest or relevant interests of substantial shareholder 6.7.02. For the purposes of paragraph 710 (3) (d) of the Corporations Law, the prescribed documents are: (a) a copy of the contract, scheme or arrangement that led to the notifiable change in the relevant interest or relevant interests; or (b) where the notifiable change in the relevant interest or relevant interests occurred other than because of a contract, scheme or arrangement or where the contract, scheme or arrangement was not in writing or is not readily available, a memorandum giving full particulars of the circumstance or contract, scheme or arrangement; together with a statement in writing by the holder of the relevant interest or relevant interests in which the notifiable change occurred certifying: (c) in the case of a document to which paragraph (a) applies - that the copy is a true copy of the contract, scheme or arrangement; or (d) in the case of a document to which paragraph (b) applies - that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.7.03 Notice to be given to corporation by former substantial shareholder 6.7.03. For the purposes of paragraph 711 (3) (e) of the Corporations Law the prescribed documents are: (a) in relation to each notifiable change referred to in the notice under subsection 711 (1) of the Law: (i) a copy of the contract, scheme or arrangement because of which the notifiable change in the relevant interest or relevant interests occurred; (ii) where the notifiable change in the relevant interest or relevant interests occurred in some circumstance other than because of a contract, scheme or arrangement or where the contract, scheme or arrangement was not in writing or is not readily available, a memorandum giving full particulars of that contract, scheme or arrangement; together with a statement in writing by the holder of the relevant interest or relevant interests in which the notifiable change occurred certifying: (iii) in the case of a document to which subparagraph (i) applies - that the copy is a true copy of the contract, scheme or arrangement; or (iv) in the case of a document to which subparagraph (ii) applies - that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be; and (b) in relation to the former substantial shareholder ceasing to be a substantial shareholder: (i) a copy of the contract, scheme or arrangement because of which the former substantial shareholder ceased to be a substantial shareholder; or (ii) where the relevant interest ceased to be held in some circumstance other than because of a contract, scheme or arrangement or where the contract, scheme or arrangement is not in writing or is not readily available, a memorandum giving full particulars of that circumstance or contract, scheme or arrangement; together with a statement in writing by the holder of the relevant interest certifying: (iii) in the case of a document to which subparagraph (i) applies - that the copy is a true copy of the contract, scheme or arrangement; or (iv) in the case of a document to which subparagraph (ii) applies - that the memorandum contains full and correct particulars of the circumstance or contract, scheme or arrangement, as the case may be. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.8.01 Primary and secondary notices 6.8.01. (1) For the purposes of subsection 718 (1) of the Corporations Law, a notice may be in accordance with Form 606. (2) For the purposes of subsection 718 (2) of the Corporations Law, a request may be in accordance with Form 607. (3) For the purposes of subsection 718 (4) of the Corporations Law, a notice may be in accordance with Form 608. (4) For the purposes of subsection 719 (1) of the Corporations Law, a notice may be in accordance with Form 609. (5) For the purposes of subsection 719 (3) of the Corporations Law, a notice may be in accordance with Form 610. 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.12.01 Classes of offers for the purposes of Clause 18 of a Part A Statement 6.12.01. For the purposes of paragraph 18 (b) of the Part A Statement in section 750 of the Corporations Law, the following classes of offers are specified: (a) offers in which the consideration is or includes shares or debentures; (b) offers: (i) in which the consideration includes debentures; and (ii) that include an offer to issue a mortgage debenture or a certificate of mortgage debenture stock; (c) offers: (i) in which the consideration includes debentures; and (ii) that include an offer to issue a debenture or debenture stock; (d) offers: (i) in which the consideration is not, and does not include, marketable securities or promissory notes; and (ii) that are subject to a condition that the offeree makes a payment to the offeror (whether by way of a loan, a subscription for shares or otherwise). 1990 No. 455 CORPORATIONS REGULATIONS - REG 6.12.02 Prescribed matters for the purposes of clause 18 of a Part A Statement 6.12.02. For the purposes of clause 18 of the Part A Statement in section 750 of the Corporations Law, the following matters are prescribed: (a) in relation to the offers specified in paragraph 6.12.01 (a) or (d) - the matters that would be required to be included in the statement by section 1022 of the Law if: (i) the statement were a prospectus issued on the date on which the statement is registered under section 644 of the Law; and (ii) paragraph 1022 (3) (b) of the Law were omitted and the following paragraph substituted: "(ii) the fact that shares or debentures are only being offered to shareholders of the target company;"; and (iii) paragraph 1022 (3) (d) of the Law were omitted; (b) in relation to offers specified in paragraph 6.12.01 (b): (i) the matters specified in paragraph (a); and (ii) the matters that would be required to be included in the statement by subsection 1045 (3) of the Law if the statement were a prospectus issued on the date on which the statement is registered under section 644 of the Law; (c) in relation to offers specified in paragraph 6.12.01 (c): (i) the matters specified in paragraph (a); and (ii) the matters that would be required to be included in a statement by subsection 1045 (5) of the Law if the statement were a prospectus issued on the date on which the statement is registered under section 644 of the Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.1.01 Definition of "authorised trustee corporation" 7.1.01. For the purposes of the definition of "authorised trustee corporation" in section 9 of the Corporations Law, each of the bodies corporate listed in Schedule 9 is declared to be an authorised trustee corporation for the purposes of the provision in which the expression appears. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.1.02 Prescribed interests: exemption of franchise rights or interests 7.1.02. For the purposes of the definition of "prescribed interest" in section 9 of the Corporations Law, any right to participate, or any interest, as franchisee in a franchise is an exempt right or interest for the purposes of Chapter 7 of that Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.01 Licensee to notify events adversely affecting financial position 7.3.01. For the purposes of subsection 786 (1) of the Corporations Law, a licence is subject to a condition that if any event occurs that may adversely affect the financial position of the holder of a licence, the holder must, not later than the day after the day on which he or she becomes aware of it, give notice in writing to the Commission setting out particulars of the event. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.02 Conditions to which licences are subject 7.3.02. (1) For the purposes of section 786 of the Corporations Law, a licence is subject to the conditions that the holder of the licence must ensure that each representative of the holder: (a) is adequately supervised in the performance of the duties that he or she is required by the holder to perform; and (b) is sufficiently trained in relation to those duties before acting as a representative; and (c) keeps up to date in relation to those duties by means of continuing training programs. (2) The Commission may, by notice in writing, require a holder of a licence to satisfy it that the conditions referred to in subregulation (1) have been met by the holder. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.03 Amount of security 7.3.03. For the purposes of paragraph 786 (2) (d) of the Corporations Law, the prescribed amount is $20,000. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.04 Application of security under subsection 786 (9) of the Corporations Law 7.3.04. (1) For the purposes of subsection 786 (9) of the Corporations Law, a security lodged with the Commission in relation to a licence may be applied by the Commission in accordance with this regulation to compensate a person who has suffered pecuniary loss due to the failure of the licensee, or an agent or employee of the licensee, to carry on business under the licence adequately and properly. (2) Subregulation (1) applies whether or not the licensee, agent or employee has been convicted of an offence in relation to the failure. (3) A security must not be applied to compensate a person unless the claim for compensation is lodged in writing by, or on behalf of, that person no later than: (a) if the Commission has, by notice published in accordance with subregulation (4), advertised for claims for compensation to be paid out of the security and specified a date not less than 3 months after publication of the notice - that date; or (b) if no notice is published and paragraph (c) does not apply - 6 months after the person becomes aware that he or she has suffered the pecuniary loss; or (c) a later date the Commission allows in a particular case. (4) A notice mentioned in paragraph (3) (a) must be published: (a) in a daily newspaper of general circulation in this jurisdiction; and (b) if the Commission so requires - in a newspaper circulating generally in a State or Territory where the holder of the licence, or the agent or employee, carries on business under the licence. (5) The Commission must give the licensee an opportunity of being heard before deciding whether a person is to be compensated under subregulation (1). (6) For the purposes of this regulation, the amount of pecuniary loss that a person may claim is the amount worked out using the formula: loss + costs - other entitlements where: "loss" means the pecuniary loss suffered by the person; "costs" means the total of the amounts that the Commission thinks are: (a) the reasonable costs of; and (b) disbursements of a reasonable amount that are incidental to; making and proving the claim; "other entitlements" means the amount or value of all moneys and other benefits paid or payable to the person by a person other than the Commission in reduction of the pecuniary loss. (7) A security that is applied by the Commission must be applied: (a) if the total of the admitted claims does not exceed the amount of the security - in the payment in full of those amounts; or (b) if that total exceeds the amount of the security - in the payment of a proportion of the amount at which each of those claims was admitted. (8) The proportion mentioned in paragraph (7) (b) must be the same as the proportion that the amount of the security bears to the total of the admitted claims. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.05 Prescribed form: section 790 of the Law 7.3.05. For the purposes of section 790 of the Corporations Law, particulars of a change in the matters referred to in paragraph 789 (3) (b) of the Law must be lodged: (a) by the person who becomes a director or secretary of the body corporate in accordance with Form 704; and (b) by the holder of the licence in accordance with Form 304. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.06 Discharge, return or release of security 7.3.06. (1) The Commission may: (a) discharge in whole or part a security maintained by it under a condition of a licence; or (b) return the security in whole or part; or (c) release, in whole or in part, any surety who provided the security; if: (d) a person ceases to hold the licence; or (e) the potential liability of the licence holder is reduced; or (f) it is reasonable in the circumstances for the amount of the security to be reduced; or (g) it is reasonable in the circumstances for the security not to be maintained; and a written application is made by the former licence holder, the licence holder, or any surety who provided the security. (2) The Commission must not exercise a power under subregulation (1) until 3 months after the date on which a notice in accordance with Form 702 is published: (a) in a daily newspaper of general circulation in this jurisdiction; and (b) if the Commission so requires - in a newspaper circulating generally in a State or Territory where the holder of the licence carried on business under the licence; asking for particulars in writing of any claim in respect of the security to be lodged before the end of the 3 month period. (3) A notice must be published by, and at the expense of, the person making the application. (4) If a claim is made in relation to a security: (a) in response to a notice under subregulation (2); or (b) for compensation under regulation 7.3.04; a surety who provided the security: (c) may; and (d) on the written application of any person who holds, or held, the licence, must; ask the Commission in writing to act in accordance with subregulation (5). (5) If a surety's liability under a security maintained with the Commission under a condition of a licence is substantially in excess of the surety's liability under all claims referred to in subregulation (4), the Commission may: (a) direct that the instrument under which the surety's liability arises be varied; or (b) return to the surety the proportion of the security that exceeds the surety's liability under all claims referred to in subregulation (4); or (c) refer any matter in dispute to a court, or an arbitrator, for determination; or (d) release the surety wholly or in part. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.07 Effect of discharge of security 7.3.07. (1) If a security is discharged, wholly or in part, by the Commission: (a) a claim does not lie against the surety in relation to the obligation to which the security relates to the extent that he or she has been released from that obligation; and (b) the surety must return to the holder of the licence on whose behalf the security was given: (i) the whole; or (ii) in the case of a partial discharge - the proportion that the Commission directs; of any money or other property deposited with or held by the surety to cover the potential liability of the surety under the security. (2) If the Commission directs that a security be discharged in part: (a) it may state that the surety is not released from the obligations relating to those claims that the Commission specifies; and (b) the surety remains subject to any claims that are so specified. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.08 Register of holders of proper authorities: prescribed information 7.3.08. For the purposes of paragraph 810 (3) (e) of the Corporations Law, the date of birth of each person who holds a proper authority from the licensee is prescribed information. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.09 Licensees to notify Commission of location and contents of registers 7.3.09. Subsections 810 (4), (5) and (6) and 811 (4), (5), (6) and (7) of the Corporations Law do not have effect in relation to a person: (a) who is or may be a dealer or investment adviser only because of his or her doing anything that is incidental to another business; and (b) who has established a register under section 810 of the Law of more than 100 persons; if that person complies with the requirements of each of those subsections within 12 business days after the beginning of the period referred to in each respective subsection. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.10 Exemptions from licensing for lenders, etc 7.3.10. Divisions 1 and 3 of Part 7.3, Parts 7.5, 7.6 and 7.7 and section 842 of the Corporations Law do not have effect in relation to: (a) the acquisition or disposal of, or an agreement to acquire or dispose of, securities or documents of title to securities; or (b) a mortgage or charge in respect of securities or documents of title to securities; done or entered into: (c) by a person whose ordinary business includes the lending of money; and (d) by way of security, principally for the purposes of a transaction entered into in the ordinary course of business in lending money or providing credit. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.11 Exemptions from licensing, etc: prescribed interests 7.3.11. (1) Divisions 1 and 3 of Part 7.3, Parts 7.5, 7.6 and 7.7 and section 842 of the Corporations Law do not have effect in relation to a dealing by a person in or with a prescribed interest if that dealing is, or is connected with, an excluded offer. (2) Part 7.7 of the Corporations Law does not have effect in relation to a body corporate in respect of prescribed interests made available by that body corporate in accordance with the provisions of Divisions 2 and 5 of Part 7.12 of that Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.12 Exemptions from licensing, etc: dealings in own securities and sub-underwriting 7.3.12. (1) Divisions 1 and 3 of Part 7.3, Parts 7.5, 7.6 and 7.7 and section 842 of the Corporations Law do not have effect in relation to: (a) a dealing entered into between a person and: (i) a government or local government authority; or (ii) a public authority or an instrumentality or agency of the Crown; or (iii) a body corporate or unincorporate; in securities other than prescribed interests, being securities of that government, authority, instrumentality, agency or body; or (b) a transaction entered into by a sub-underwriter of an issue of securities other than prescribed interests, that relates only to the sub-underwriting of the issue. (2) Paragraph (1) (a) does not apply to a dealing entered into between a person and an investment company in securities of that company other than prescribed interests. (3) In subregulation (2), "investment company" means a body corporate or an unincorporated body that: (a) carries on a business of investment in securities, interests in land or other investments; and (b) for those purposes invests funds subscribed: (i) directly; or (ii) indirectly; following: (iii) an offer; or (iv) an invitation; to the public within the meaning of section 82 of the Corporations Law, on terms that the funds subscribed would be invested for those purposes. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.13 Exemptions from licensing, etc: superannuation schemes, life offices and life insurance 7.3.13. (1) Divisions 1 and 3 of Part 7.3 and Parts 7.5, 7.6 and 7.7 of the Corporations Law do not have effect in relation to a dealer who: (a) is a trustee for a superannuation scheme; and (b) deals in securities only in relation to the management and administration of the superannuation scheme. (2) Parts 7.5 and 7.6 of the Corporations Law do not have effect in relation to a life office that only deals in securities in relation to the carrying on of the life insurance business. (3) Section 806 and Part 7.7 of the Corporations Law do not have effect in relation to any act done by a person: (a) employed by; or (b) acting for or by arrangement with; a dealer referred to in subregulation (1) only because the person: (c) is so employed; or (d) so acts; if the act is an act to which subregulation (1) would apply if done by that dealer. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.14 Exemptions from licensing, etc: Australian banks 7.3.14. (1) Sections 780 and 842 and Parts 7.5, 7.6 and 7.7 of the Corporations Law do not have effect in relation to an Australian bank only because, in relation to the carrying on of the business of banking, the Australian bank: (a) deals in securities issued, or proposed to be issued, by a government, a local government authority or a public authority; or (b) accepts appointment as, or acts as, banker in respect of an issue of securities. (2) Section 806 and Part 7.7 of the Corporations Law do not have effect in relation to any act done by a person who is employed by an Australian bank that deals in securities only in connection with the business of banking if the act is an act done on behalf of the Australian bank in relation to: (a) a dealing by the Australian bank in securities issued or proposed to be issued by a government, local government authority or public authority; or (b) the appointment of the Australian bank as a banker in respect of an issue of securities. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.3.15 Sale of forfeited shares exempt 7.3.15. Divisions 1 and 3 of Part 7.3, Parts 7.5, 7.6 and 7.7 and section 842 of the Corporations Law do not have effect in relation to the sale or purchase of any share in a no liability company registered under that Law or a corresponding law if the share is offered for sale by public auction under section 388 of the Law or a corresponding law by a person who is the holder of a licence under a law relating to the licensing of auctioneers. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.01 Exempt dealer 7.4.01. Section 842 of the Corporations Law does not have effect in relation to the sale or purchase of securities by a dealer as agent for another person through a member of a securities exchange in Australia if the dealer, on receipt of the contract note, forthwith gives the contract note or a copy to the other person. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.02 Exemption of certain securities 7.4.02. Sections 842, 843 and 872 of the Corporations Law do not have effect in relation to the sale or purchase of: (a) securities; or (b) prescribed interests; by a body corporate by which the securities or prescribed interests were made available in accordance with Division 2 or 5 of Part 7.12 of that Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.03 Transactions in prescribed circumstances 7.4.03. For the purposes of subsection 842 (6) of the Corporations Law, a transaction takes place in prescribed circumstances if the transaction takes place at an official meeting of a securities exchange in Australia between persons who are members of a securities exchange in Australia. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.04 Exempted transaction 7.4.04. (1) In this regulation: "clearing member" has the same meaning as in the Business Rules; "option" means an option taken or written in accordance with the Business Rules; "registered trader" has the same meaning as in the Business Rules. (2) Section 843 of the Corporations Law does not apply in relation to a transaction entered into by a dealer with a registered trader for the acquisition or disposal of an option, if: (a) the registered trader is a person associated with the dealer only because the dealer is that registered trader's clearing member and the transaction is cleared by the registered trader through the dealer in accordance with the Business Rules; and (b) the registered trader is not employed by the dealer or by the firm in which the dealer is a partner. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.05 Exemption from subsection 844 (2) of the Corporations Law 7.4.05. Subsection 844 (2) of the Corporations Law does not have effect in relation to transactions entered into by a member of a stock exchange in accordance with the business rules of that stock exchange. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.06 Dealings by employees of holders of licences 7.4.06. Subsection 845 (3) of the Corporations Law does not have effect in relation to: (a) a bank; or (b) a body corporate that gives credit in good faith to a person (not being a director of the body corporate) employed by the body corporate, or by another body corporate that is related to the first body corporate, to enable the person to purchase fully paid shares in the body corporate to be held in beneficial ownership by the person. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.07 Exemption of sale of exchange traded options 7.4.07. Section 846 of the Corporations Law does not have effect in relation to a sale of securities that is done by the giving or writing of an option that is registered with Options Clearing House Proprietary Limited. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.4.08 Exemption of short sale covered by exchange traded options 7.4.08. (1) In this regulation: "exchange traded options" means options registered with Options Clearing House Proprietary Limited in accordance with the Business Rules; "seller", in the case of a sale by an agent, means the principal; "unobtained shares" means shares of a class that a seller has agreed to sell but over which he or she does not, at the time of the sale, have a presently exercisable and unconditional right to vest in the buyer. (2) Section 846 of the Corporations Law does not apply in relation to a sale of shares that consists of or includes unobtained shares if the seller is, at the time of the sale, able to obtain at least the number of shares of the same class as the unobtained shares by exercising exchange traded options. (3) The number of shares of a class that a seller is able to obtain at the time of a sale is to be calculated using the formula: SIO - SSO - PS where: "SIO" (number of Shares Immediately Obtainable) means the number of shares of the class that, at the time of the sale, the seller is able to obtain by exercising exchange traded options at a price: (a) that does not exceed the sale price payable to the seller under the sale; or (b) that exceeds the sale price by an amount that is no more than an amount deposited by the seller with Options Clearing House Proprietary Limited before and in relation to the sale; "SSO" (number of Shares Subject to Options) means the number of shares of the class sold over which he or she has given or written exchange traded options that, at the time of sale, have not expired or been exercised; "PS" (number of unobtained shares Previously Sold) means the number of unobtained shares previously sold in sales that have not been completed at the time of the sale. (4) The price payable by the seller for obtaining shares by exercising exchange traded options is to be calculated by reference first to the option with the lowest exercise price, then to the option with the second lowest exercise price, and so on in ascending order of price until the necessary number of options would have been exercised. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.5.01 Auditor's report 7.5.01. (1) For the purposes of subsection 860 (2) of the Corporations Law, the auditor's report must be in accordance with Form 712. (2) For the purpose of preparing the auditor's report referred to in subregulation (1), the auditor must: (a) check or examine: (i) internal procedures applied to ensure compliance with section 856 of the Corporations Law in relation to securities held for sale or safe custody; and (ii) the balancing of scrip accounts; and (iii) the operation and control of trust account procedures; and (b) in relation to any dealer who does not act only as a principal, check or examine: (i) securities on hand and outstanding transactions, including confirmation from clients or other persons holding scrip; and (ii) the clients' ledger, including the reconciliation of the trust account, the market value of security held for unpaid accounts and the incidence of doubtful debts; and (iii) broker's agents and such other ledgers or records as the auditor considers it necessary to examine. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.6.01 Dealer's trust accounts: exempt 7.6.01. (1) Sections 866, 867, 868 and 872 of the Corporations Law do not have effect in relation to a dealing in securities carried on by a body corporate to which this regulation applies. (2) This regulation applies to a body corporate that is a public company as defined in section 9 of the Corporations Law and has a paid-up capital of not less than $4,000,000, the principal functions of which include: (a) underwriting issues of securities; or (b) advising and assisting bodies corporate in relation to: (i) the raising of capital; or (ii) corporate reconstructions and amalgamations; or (iii) the acquisition of securities primarily for the purpose of controlling another body corporate or other bodies corporate; or (c) doing anything incidental to the management and administration of investments of clients where the amount of the investments managed or administered for each client is not less than $200,000. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.7.01 Register of interests in securities 7.7.01. (1) A register required to be maintained under subsection 881 (1) of the Corporations Law may be maintained in accordance with Form 714 or in a manner that enables the particulars required to be disclosed by Form 714 to be readily ascertained. (2) If the person who maintains the Register is the holder of a licence who carries on business in partnership with another person, the Register must contain particulars of the securities in which the partnership has a relevant interest. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.7.02 Entry of particulars in Register 7.7.02. For the purposes of subsections 881 (2) and (3) of the Corporations Law, particulars of securities must be entered in the Register in handwriting in ink of a type to provide satisfactory reproduction or by a mechanical means that allows for satisfactory copies of the entries to be made. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.10.01 Prescribed rate of interest: subsection 972 (2) of the Corporations Law 7.10.01. The prescribed rate of interest for the purposes of subsection 972 (2) of the Corporations Law is 5% per annum. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.11.01 Prohibition of dealings in securities by insiders 7.11.01. (1) Subsections 1002 (1), (3) and (6) of the Corporations Law do not have effect in relation to: (a) the obtaining by a director of a share qualification in accordance with subsection 223 (1) of that Law; or (b) the subscription for, and acquisition under that subscription of, securities of a body corporate by, or by a trustee for, employees of that body, or of a body corporate that is related to the first-mentioned body under a superannuation scheme, pension fund or other scheme established solely or primarily for the benefit of the employees; or (c) a transaction entered into by a person in accordance with his or her obligations under an underwriting agreement. (2) Subsections 1002 (1), (2), (3) and (6) of the Corporations Law do not have effect in relation to: (a) a person holding the office of: (i) personal representative of a deceased person; or (ii) liquidator; or (iii) trustee under Parts IV, X and XI of the Bankruptcy Act 1966; in respect of any transaction entered into by the person in good faith in the performance of the functions of his or her office; or (b) a transaction by way of, or arising out of, a mortgage or charge of securities or a mortgage, charge, pledge or lien of documents of title to securities; or (c) the acquisition of securities by a person under a will or on the intestacy of another person; or (d) a dealing in securities which consists only of the transfer of the legal estate in those securities from one trustee to another trustee. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.01 Interpretation 7.12.01. In this Part, unless the contrary intention appears: "approved deed" means an approved deed within the meaning of section 1066 of the Corporations Law or a corresponding law; "approved deposit fund" has the same meaning as in the Occupational Superannuation Standards Act 1987; "book value", in relation to assets of a property trust, means the amount for which the assets are recorded in the books of account of the trust, less any amounts provided for in respect of those assets in those books as amortisation, depreciation, diminution of value or doubtful debts; "employee" includes: (a) in relation to a body corporate: (i) an employee of a related body corporate; and (ii) a director or other officer, however described, of the body corporate or a related body corporate; and (b) in relation to unincorporated bodies - members of partnerships and the holders of offices in other bodies; "property trust" means a scheme established or promoted for the purpose, or that has the effect, of: (a) the offering to, or holding by, persons of prescribed interests held, or to be held, as beneficial interests under a trust; and (b) the holding under the trust of property 20% or more of which is, or is likely to be, real property; "real property" includes a lease of real property but does not include a mortgage over real property; "scheme", in relation to prescribed interests, means an arrangement, common enterprise, financial or business undertaking, investment contract or scheme; "superannuation fund" has the same meaning as in the Occupational Superannuation Standards Act 1987. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.02 Exemptions from Chapter 7 of the Corporations Law 7.12.02. Division 2 of Part 7.12 of the Corporations Law does not have effect in relation to the following classes of transactions: (a) an offer or invitation in relation to marketable securities that is made or issued: (i) in connection with a takeover scheme; and (ii) in a Part A statement required under section 644 of the Corporations Law; (b) an offer or invitation in relation to a compromise or arrangement approved by a Court under subsection 411 (6) of that Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.03 Prescribed documents: definition of "debenture" in section 9 of the Corporations Law 7.12.03. For the purposes of paragraph (f) of the definition of "debenture" in section 9 of the Corporations Law, "debenture", in relation to a body corporate, does not include a document issued by the body corporate acknowledging or evidencing indebtedness of the body to a related body corporate. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.04 Exempt rights or interests: definition of "prescribed interest" in section 9 of the Corporations Law 7.12.04. For the purposes of the definition of "prescribed interest" in section 9 of the Corporations Law, the following rights or interests are declared to be exempt rights or interests for the purposes of Chapter 7 of the Law: (a) rights or interests in a retirement village scheme; (b) rights or interests in a joint venture agreement or a proposed joint venture agreement: (i) that relates to a scheme of a kind commonly known as a joint venture; and (ii) any promoter of which is or will be a party to the agreement; and (iii) that does not relate to a scheme promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar schemes; (c) rights or interests in a trust or proposed trust, unless: (i) the trust deed or proposed trust deed relates to a scheme promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar schemes, whether or not that person is, or is to become, a party to that deed or a beneficiary of that trust; or (ii) those rights or interests are rights or interests in a superannuation fund. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.05 Excluded issues: paragraph 66 (2) (n) of the Corporations Law 7.12.05. For the purposes of paragraph 66 (2) (n) of the Corporations Law, each of the following issues or allotments of securities is declared to be an excluded issue: (a) an issue or allotment of securities to: (i) a holder of a dealers licence acting as a principal; or (ii) a person who is, because of subsection 68 (1) or (2) of the Corporations Law, both an exempt dealer and an exempt investment adviser or either an exempt dealer or an exempt investment adviser and who is acting as a principal; or (iii) a body corporate registered under the Life Insurance Act 1945 or Financial Corporations Act 1974; or (iv) a trustee of a superannuation fund constituted by or under a law of the Commonwealth or of a State, Territory or foreign country; or (v) a trustee of a superannuation fund or an approved deposit fund that has net assets of not less than $10,000,000; or (vi) a terminating building society within the meaning of the Financial Corporations Act 1974; or (vii) a friendly society within the meaning of the Life Insurance Act 1945; or (viii) an investment company within the meaning of Part 4.4 of the Corporations Law; (b) the issue or allotment to an employee of a right or an interest in a superannuation fund that is operated by, or on behalf of: (i) his or her employer; or (ii) a trade union, whether or not in association with an employer, if the employee is, or is eligible to be, a member of the union or is employed by the employer; or (iii) a group of employers, if the employee is employed by a member of the group; (c) the issue or allotment of a right or an interest in a superannuation fund constituted by or under a law of the Commonwealth, a State or Territory or of a foreign country; (d) the issue or allotment of a right or an interest in a superannuation fund (other than a fund referred to in paragraph (b) or (c)) or an approved deposit fund, if: (i) immediately after that issue or allotment, the number of members of the fund does not exceed 10; and (ii) the fund is not promoted by or on behalf of a person, or an associate of a person, whose ordinary business is or includes the promotion of similar funds; (e) the issue or allotment to a person who, for the purposes of investment in securities, controls an amount of not less than $10,000,000, being an amount that includes any amount held: (i) by an associate of the person; or (ii) under a trust that the person manages. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.06 Excluded offers or invitations: paragraph 66 (3) (k) of the Corporations Law 7.12.06. For the purposes of paragraph 66 (3) (k) of the Corporations Law, each of the following offers or invitations in relation to securities is declared to be an excluded offer or invitation: (a) an offer or invitation to: (i) a holder of a dealers licence acting as a principal; or (ii) a person who is, because of subsection 68 (1) or (2) of the Corporations Law, both an exempt dealer and an exempt investment adviser or either an exempt dealer or an exempt investment adviser and who is acting as a principal; or (iii) a body corporate registered under the Life Insurance Act 1945 or Financial Corporations Act 1974; or (iv) a trustee of a superannuation fund constituted by or under a law of the Commonwealth or of a State, Territory or foreign country; or (v) a trustee of a superannuation fund that has net assets of not less than $10,000,000; or (vi) a terminating building society within the meaning of the Financial Corporations Act 1974; or (vii) a friendly society within the meaning of the Life Insurance Act 1945; or (viii) an investment company within the meaning of Part 4.4 of the Corporations Law; (b) an offer for purchase or invitation to buy, if the amount payable by each person to whom the offer is made or the invitation is issued is at least $500,000; (c) an offer or invitation to an employee in relation to a right or an interest in a superannuation fund that is operated by or on behalf of: (i) his or her employer; or (ii) a trade union, whether or not in association with an employer, if the employee is, or is eligible to be, a member of the union or is employed by the employer; or (iii) a group of employers, if the employee is employed by a member of the group; (d) an offer or invitation in relation to a right or an interest in a superannuation fund constituted by or under a law of the Commonwealth, a State or Territory or of a foreign country; (e) an offer or invitation in relation to a right or an interest in a superannuation fund (other than a fund referred to in paragraph (c) or (d)) or an approved deposit fund, if: (i) immediately before that offer or invitation the number of members of the fund does not exceed 10; and (ii) the fund is not promoted by or on behalf of a person, or an associate of a person, whose ordinary business is or includes the promotion of similar funds; (f) an offer or invitation to holders of cash management trust interests under an approved deed of additional cash management trust interests that is made or issued under that deed; (g) an offer or invitation to holders of shares in relation to the issue or allotment of additional shares that would be in substitution for some or all of the dividends payable to the holders in respect of the first-mentioned shares, whether or not the dividends have been notionally paid before that issue or allotment; (h) an offer or invitation to holders of prescribed interests in relation to the issue or allotment of additional prescribed interests: (i) in accordance with the same approved deed; and (ii) that would be in substitution for some or all of the dividends payable to the holders in respect of the first-mentioned interests; (i) an offer or invitation to holders of prescribed interests in relation to the issue or allotment of prescribed interests in substitution for the first-mentioned interests under the same approved deed; (j) an offer or invitation to a person who, for the purposes of investment in securities, controls an amount of not less than $10,000,000, being an amount that includes any amount held: (i) by an associate of the person; or (ii) under a trust that the person manages. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.07 Agent's authority to be lodged 7.12.07. If a prospectus lodged with the Commission under paragraph 1018 (1) (a) of the Corporations Law is signed by an agent of a director or proposed director of the corporation, the authority to do so or a verified copy of the authority must be attached to the prospectus. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.08 Prescribed period: subsection 1020A (1) of the Corporations Law 7.12.08. For the purposes of subsection 1020A (1) of the Corporations Law, the period of 14 days is prescribed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.09 Certified copies of profit and loss account and balance sheet 7.12.09. Certified copies of a profit and loss account and balance sheet lodged with the Commission under subsection 1058 (16) of the Corporations Law must be copies: (a) that are identical in all material respects to the original documents concerned; and (b) that are certified by the Department of Trade or another appropriate Government Department in the United Kingdom or by the Securities and Exchange Commission of the United States of America, as the case requires, to be true copies. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.10 Modifications of Corporations Law to apply to securities that are prescribed interests 7.12.10. For the purposes of subsection 1063 (2) of the Corporations Law, that Law is modified in accordance with regulations 7.12.11, 7.12.12 and 7.12.13. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.11 Section 1021 (Specific provisions applicable to all prospectuses) 7.12.11. Subsection 1021 (6): Omit the subsection, substitute: "(6) The prospectus must set out full particulars of: (a) the nature and extent of the interest (if any) of: (i) the trustee or representative or management company in relation to the arrangement, common enterprise, financial or business undertaking, investment contract or scheme; and (ii) every director or proposed director of the trustee, representative or management company and every promoter and expert; in the promotion, or in the property proposed to be acquired for the purposes, of that arrangement, common enterprise, financial or business undertaking, investment contract or scheme; or (b) if the interest of the director, proposed director, promoter or expert consists of being a partner in a firm, the nature and extent of the interest of the firm; with a statement of all amounts paid or agreed to be paid to a person to whom paragraph (a) applies, or to the firm, in cash or otherwise by any person: (c) in the case of a trustee or representative: (i) to induce the trustee or representative to act in that or another capacity; or (ii) for other services rendered by the trustee or representative in connection with the arrangement, common enterprise, financial or business undertaking, investment contract or scheme; or (d) in the case of a management company: (i) to procure subscriptions for, or purchases of, prescribed interests; or (ii) for services rendered in connection with the promotion or inception of the common enterprise, financial or business undertaking, investment contract or scheme; or (iii) for other services rendered in accordance with the approved deed; or (e) in the case of a director, proposed director or promoter: (i) to induce him or her to become, or to qualify him or her as, a director; or (ii) for other services rendered by him or her or by the firm in connection with the promotion or inception of the arrangement, common enterprise, financial or business undertaking, investment contract or scheme; or (f) in the case of an expert - for services rendered by him or her or by the firm in connection with the promotion or inception of the arrangement, common enterprise, financial or business undertaking investment contract or scheme.". 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.12 Section 1022 (General provisions applicable to all prospectuses) 7.12.12. (1) Subsection 1022 (1): Omit the subsection, substitute: "(1) In addition to the information required by section 1021 to be included in a prospectus in relation to securities of a corporation that are prescribed interests, the prospectus must, subject to subsection (2), contain all the information that investors and their professional advisers would reasonably expect to find in the prospectus, for the purpose of making an informed assessment of: (a) the assets and liabilities, financial position, profits and losses and prospects of the arrangement, common enterprise, financial or business undertaking, investment contract or scheme; and (b) the rights attaching to the securities; and (c) the merits of participating in that arrangement, common enterprise, financial or business undertaking, investment contract or scheme and the extent of the risks involved in the participation.". (2) Subsection 1022 (3): Omit the subsection, substitute: "(3) In determining what information is required to be included in a prospectus because of this section, regard must be had to: (a) the nature of: (i) the trustee, representative or management company in relation to the arrangement, common enterprise, financial or business undertaking or scheme; and (ii) the securities; and (iii) that arrangement, common enterprise, financial or business undertaking, investment contract or scheme; and (b) the kinds of persons likely to consider subscribing for or buying the securities; and (c) the fact that certain matters may reasonably be expected to be known to professional advisers of any kind whom those persons may reasonably be expected to consult; and (d) whether the persons to whom the offers or invitations are to be made or issued are the holders of rights or interests in that arrangement, common enterprise, financial or business undertaking, investment contract or scheme and, if so, to what extent (if any) relevant information has previously been given to them by the trustee, representative or management company under any law or requirement of the business rules or listing rules of a securities exchange, or otherwise; and (e) any information known to investors or their professional advisers because of any Act or law of a State or Territory.". 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.13 Section 1080 (Particulars to be included in statement) 7.12.13. Paragraphs 1080 (c) to (k) (inclusive): Omit the paragraphs, substitute: "(c) the date on which, and the place at which, the trustee or representative in relation to the arrangement, common enterprise, financial or business undertaking, investment contract or scheme was incorporated or, if the trustee or representative is a natural person, the name and address of the person; (d) the address of the registered or principal office of the trustee or representative and, if that address is a place that is not in Australia, an address in Australia at which documents may be served on the trustee or representative; (e) the date on which that arrangement, common enterprise, financial or business undertaking, investment contract or scheme was established and, if this can be ascertained, its proposed duration; (f) a place where the approved deed that constitutes that scheme may be inspected; (g) the capital contributed to the scheme, any limitation to that contribution and the extent of the liability of the holders of prescribed interests to make further contribution to that capital; (h) the classes into which rights and interests in the arrangement, common enterprise, financial or business undertaking, investment contract or scheme are divided and the rights of each class of holders of those rights and interests in respect of capital, income and voting; (i) any amount paid to the holders of the rights and interests in respect of each class of rights or interests in the arrangement, common enterprise, financial or business undertaking, investment contract or scheme in each of the 5 years immediately before the invitation was issued or the offer was made and, if no amount was paid in respect of the rights or interests of a particular class, a statement to that effect; (j) the total amount of debentures issued by the trustee, representative or management company for the purposes of the arrangement, common enterprise, financial or business undertaking, investment contract or scheme that are outstanding at the date of the statement together with the rate of interest payable in respect of the debenture; (k) the names and addresses of the directors of the management company; (l) whether there is any liability to make further payments (whether in the nature of capital or not) in respect of the prescribed interests; (m) whether the prescribed interests are listed for quotation on the stock market of, or permission to deal in the securities on a stock market has been granted by, a securities exchange and, if so, the name of the exchange; and (n) the last audited balance sheet in respect of the arrangement, common enterprise, financial or business undertaking, investment contract or scheme.". 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.14 Transitional provisions: certain prospectuses 7.12.14. For the purposes of subsection 1034 (4) of the Corporations Law: (a) each of the following provisions of that Law does not apply to a prospectus to which subsection 1034 (1) of the Law applies: (i) section 996; (ii) Subdivisions A and B of Division 4 of Part 7.11; (iii) sections 1021 and 1022; and (b) each of the following provisions of the Companies Act 1981 or a corresponding law continue to apply to a prospectus to which subsection 1034 (1) of the Corporations Law applies, namely, sections 98, 107 and 108; and (c) section 1024 of the Corporations Law applies to a prospectus to which subsection 1034 (1) of that Law applies as if paragraph 1024 (1) (b) of the Law were omitted and the following paragraph substituted: "(b) at any time after the commencement of this Part while securities can be allotted or issued on the basis of the prospectus: (i) there is a significant change affecting any matter contained in the prospectus the inclusion of which was required by subsection 98 (1) of the Companies Act 1981 or a corresponding law; or (ii) a significant new matter arises the inclusion of information in respect of which would have been required by this Part if the prospectus had been lodged after the commencement of this Part and if the matter had arisen when the prospectus was prepared;"; and (d) section 1033 of the Law applies to a prospectus to which subsection 1034 (1) of the Law applies as if paragraph 1033 (2) (a) of the Law were omitted and the following paragraph substituted: "(a) the prospectus contravenes in a substantial respect any of the requirements of those provisions of Division 2 of Part 7.12 and of those provisions of the Companies Act 1981 or a corresponding law that apply to the prospectus; and". 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.15 Prescribed covenants: paragraph 1069 (1) (n) of the Corporations Law 7.12.15. (1) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, each of the following covenants is prescribed to bind any trustee in relation to a scheme, any representative of the holders of prescribed interests and the management company in respect of the scheme: (a) a covenant that: (i) the trustee, representative or management company will not invest in prescribed interests any money that is available for investment under the deed under which the trustee or representative is appointed; and (ii) the company will not vest any prescribed interest under that deed in the trustee or representative; unless there is, in respect of the prescribed interests, an approved deed; (b) a covenant that prescribed interests subscribed for, or purchased, in accordance with the prospectus: (i) lodged for the purposes of section 1018 of the Law; and (ii) if registrable under section 1020A of the Law, so registered; will not be allotted by the trustee, representative or management company later than 6 months after the issue of the prospectus; (c) if the trust deed includes provision for the arbitration of any dispute between the holder of prescribed interests and the trustee, representative or management company, a covenant that the trustee, representative or management company will not proceed to have a dispute arbitrated without the written consent of the holder; (d) a covenant that the trustee, representative or management company will not accept a payment or other benefit in relation to retirement from office that has not been approved by the votes of the holders of 50% or more of the value of the prescribed interests; (e) a covenant that the trustee, representative or management company will strive to ensure that an approved deed is in force at all times during the operation of the scheme to which the deed relates; (f) a covenant that the trustee, representative and management company: (i) will perform their functions and exercise their powers under the deed in the best interests of all the holders of the prescribed interests and not in the interests of the company or the trustee if those interests are not the same as those of the holders of the prescribed interests generally; and (ii) subject to subparagraph (i), will treat the holders of those prescribed interests of the same class equally and will treat the holders of those prescribed interests of different classes fairly; (g) a covenant that the trustee, representative and management company will ensure that any notice convening a meeting of holders of the prescribed interests contains adequate notice of: (i) any matters to be considered at the meeting of which it is aware; and (ii) any resolutions to be put at the meeting of which it is aware; and (iii) a summary of information relating to these matters and resolutions that is relevant to the decision of a holder of those interests on how to vote at the meeting; (h) if the Commission gives notice to the trustee, representative or management company that the Commission has reason to believe that that trustee, representative or management company has contravened a covenant in the deed, that the trustee, representative, or company will: (i) allow the Commission to inspect books in the custody of the trustee, representative or management company relating to the scheme; and (ii) provide all the information that the Commission reasonably requires in respect of the scheme; and (iii) take all reasonable steps to ensure that the employees and agents of the trustee, representative and management company provide information referred to in subparagraph (ii) to the Commission. (2) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, each of the following covenants is prescribed to bind the trustee in relation to a scheme or the representative of the holders of prescribed interests: (a) unless the conditions of issue of the prescribed interests expressly provide that certificates will not be issued, a covenant that the trustee or representative will issue certificates to subscribers for, or purchasers of, those prescribed interests not more than 2 months after the allotment of those interests; (b) a covenant that, if the trustee or representative reasonably believes that the acquisition of assets from, or the disposition of assets to, an associate of the management company would not be in the best interests of the holders of prescribed interests, the trustee: (i) will not approve the proposed transaction; and (ii) if the company so requests, will convene a meeting of holders to consider whether to approve the transaction; (c) a covenant that the trustee or representative will not approve a notice or other document containing a statement in respect of the sale price of relevant prescribed interests or the yield from those interests or containing any invitation to buy prescribed interests unless the notice or document complies with section 1025 of the Corporations Law; (d) if the trust deed is capable of amendment, a covenant that the trustee or representative will not amend the deed without the consent of holders of half, or any proportion greater than half specified in that deed, of the value of prescribed interests under the deed given at a meeting convened in accordance with the deed unless the trustee or representative reasonably believes the amendment would not adversely affect the rights of the holders under the deed; (e) a covenant that the trustee or representative will retire from office at the request of the management company in any circumstance specified in subregulation (8); (f) a covenant that at a meeting of holders of prescribed interests the trustee or representative will not take account of the vote of a person that would contravene a prescribed covenant; (g) a covenant that the trustee or representative will take the reasonable steps necessary to become informed of the exercise by the management company of its powers, and the performance of its functions, under the deed. (3) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, the following covenant is prescribed to bind any holder of prescribed interests who is an associate of a management company in respect of those interests, namely, that the holder will not exercise a right to vote attached to those prescribed interests, or to prescribed interests held on behalf of that holder, in any circumstance specified in subregulation (9). (4) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, the following covenant is prescribed to bind any holder of prescribed interests who, in another capacity, may benefit if that proposed transaction is approved at a meeting referred to in paragraph (5) (m), namely, that the holder will not vote at the meeting in relation to the approval. (5) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, each of the following covenants is prescribed to bind the trustee of a property trust: (a) the trustee will ensure that real property is not acquired or disposed of by, or on behalf of, the trustee unless the property has been valued by a valuer, or, if that valuer is a company or firm, by a person employed in the valuation by the company or firm, who is: (i) authorised under any law of the State or Territory where the valuation takes place to practise as a valuer; and (ii) appointed and instructed in writing by the trustee; (b) a covenant that the trustee will, from time to time, appoint and instruct a valuer referred to in paragraph (a) or, if that valuer is a company or firm, a person employed by the company or firm, with at least 5 years of continuous experience in valuation to value the real property of the trust; (c) a covenant that the trustee will strive to ensure that a valuer referred to in paragraph (b) does not have a pecuniary interest that could conflict with the proper valuation of the property; (d) a covenant that the trustee will prepare a valuation of the property that: (i) takes into account the value of all estates in that property that are not held by the trustee; and (ii) is based on the price at which the property might be reasonably be expected to be sold at the date of the valuation, assuming: (A) a willing, but not anxious, buyer and seller; and (B) a reasonable period within which to negotiate the sale, having regard to the nature and situation of the property and the state of the market for property of the same kind; and (C) that the property will be reasonably exposed to that market; and (D) that no account is taken of the value or other advantage or benefit, additional to market value, to the buyer incidental to ownership of the property being valued; and (iii) only takes into account instructions given by the trustee; and (iv) is based on all the information that the valuer needs for the purposes of the valuation being made available by or on behalf of the trustee; (e) a covenant that the trustee will instruct the valuer that the report of the valuation will: (i) state whether the report includes a valuation of the property that is derived from the earnings obtained from the property, and, if it does so, set out the earnings of the property and the multiple of those earnings used to calculate the valuation (in this subregulation called "capitalised value"); and (ii) set out, to the best of the knowledge of the valuer, the sale prices and capitalised values of properties of a similar nature and situation to the property being valued that have been sold within a reasonable period before the preparation of the report; and (iii) if prices and capitalised values referred to in subparagraph (ii) are not ascertainable by the valuer, contain a statement to that effect and set out prices at which willing but not anxious buyers and sellers have been negotiating the sale of properties of a similar nature and situation to the property within a reasonable period before the preparation of the report; and (iv) if properties referred to in subparagraphs (ii) and (iii) are not ascertainable by the valuer, contain a statement to that effect and state whether the earnings for a period in respect of any lease or licence in the property (in this subregulation called "first amount") that is not held by the trustee, are more or less than, or equal to, the earnings for the period in respect of the lease or licence that might reasonably be expected if that period commenced at the date of the valuation of the property (in this subregulation called "second amount"); and (v) if in any case the first amount is less than the second amount, contain a calculation of the capitalised value of the lease or licence derived from the second amount and include a statement of: (A) the proportion of the period to which the earnings that comprise that sum relate; and (B) the amount of the costs of the trust in relation to those earnings; and (C) any other assumptions on which the calculation is based; (f) a covenant that the trustee will ensure that 1 valuer does not undertake more than 2 consecutive valuations of the property; (g) a covenant that the trustee will cause any real property of the trust to be valued if the trustee reasonably believes that there has been a significant change in the value of the property and: (i) where the management company is obliged under a buy-back covenant of the trust to buy prescribed interests - at intervals of not less than 12 months; or (ii) in any other case - at intervals of not less than 3 years; (h) a covenant that the trustee will, as soon as practicable after receiving the valuation of a property of the trust, incorporate that value in the books of account of the trust unless the trustee reasonably believes that the valuation should not be adopted, in which case the trustee will: (i) state the reasons for that belief in the next report of the trustee to the holders of the prescribed interests; and (ii) cause the property to be revalued; (j) a covenant that the trustee will require the management company to keep the trustee fully informed of: (i) the identity of the assets of the trust; and (ii) any policy of the company in respect of the proportion of the value of trust assets attributable to borrowings and the conditions attached to borrowings; and (iii) any policy of the company in respect of estates in the property of the trust that are not held by the trustee; (k) a covenant that, if the trustee reasonably believes that the best interests of the holders of prescribed interests are not being served by the management company, the trustee will convene a meeting of those holders to make any decision that the meeting thinks fit after considering any relevant representation of that company; (l) a covenant that the trustee will assess whether the amount of any remuneration, compensation or other benefit received, or that could be received, by the management company or an associate of the company in respect of the trust is, or would be, reasonable in the circumstances; (m) a covenant that the trustee will convene a meeting of the holders of prescribed interests to make any decision that the meeting thinks fit if, after considering any relevant representation of the management company, the trustee believes that an amount referred to in paragraph (l) is unreasonable in the circumstances; (n) a covenant that the trustee will ensure, except: (i) on termination of the trust; or (ii) in respect of a transaction disclosed in the initial prospectus of the trust; that any disposition or acquisition of real property of the trust: (iii) that exceeds 50% of the value of the assets of the trust; or (iv) to or from the management company, an associate of the company or a trustee of another trust for which that company, or an associate of that company, acts; is subject to the trustee determining whether a meeting of the holders of prescribed interests must be held to approve the proposed transaction; (o) a covenant that the trustee will ensure that the statement of the accounts of the trust referred to in subparagraph 1069 (1) (f) (i) of the Corporations Law is given: (i) to holders of the prescribed interests; and (ii) not more than 2 months after the end of the financial year; to which the accounts relate; (p) a covenant that the trustee will ensure that those accounts include statements of: (i) the gross income of the trust and the amounts received from rent, interest, dividends and lease or licence premiums and profits made from the sale of assets shown separately; and (ii) the extent (if any) to which earnings from property of the trust have been expressed as capitalised values and used in writing down the book value of the property; and (iii) the gross expenditure of the trust and in particular the amounts for: (A) rates, taxes and other outgoings in respect of property of the trust shown separately and distinguishing any payment made to the management company or an associate of that company; and (B) audit, legal and other services, including fees and expenses paid to the trustee; and (C) maintenance, repair and improvement of trust property; and (D) interest on borrowings; and (E) remuneration of the management company or an associate of that company showing separately each item for which payment is made; and (F) commissions in relation to the issue or purchase of prescribed interests in the trust; and (iv) the period and termination date of the trust; and (v) the real property of the trust showing separately in respect of each property: (A) a sufficient description to identify the property; and (B) the date of acquisition by the trust; and (C) the price paid by the trust and the expenses of the acquisition to the trust; and (D) the valuation and the date of the valuation; and (E) any secured borrowings; and (vi) any sale of real property of the trust in the period to which the accounts relate, showing separately in respect of each property: (A) the net proceeds of the sale; and (B) the book value and, if it is different to that value, the purchase price; and (C) the valuation at the sale or, if the property is sold not later than 6 months after the date of a valuation, the valuation at that date; and (vii) any purchase of real property in the period to which the accounts relate, showing separately in respect of each property: (A) the price paid by the trust and the expenses of the acquisition to the trust; and (B) the valuation at the date of the acquisition; and (viii) the book value of the tangible assets of the trust in respect of each prescribed interest; and (ix) any prescribed interests of the trust held beneficially by the management company, or by an associate of the company, at the end of the period referred to in subparagraph (o) (ii); and (x) all the applicable information that would be required to be shown in the accounts of the trust by the Corporations Law if the trust were a company to which that Law applied; and (xi) any amount carried to reserves; and (xii) whether, to the best of the knowledge of the trustee, anything has occurred, or failed to occur, that affects the ability of any guarantor to meet any obligation of the guarantor under the trust deed. (6) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, each of the following covenants is prescribed to bind the management company in respect of prescribed interests: (a) a covenant that the management company will keep a register of holders of the prescribed interests and make the register available for inspection without charge to those holders at all times when the registered office or principal place of business of that company is open for business to the public; (b) a covenant that the management company: (i) will on receipt of application moneys: (A) with a completed application form relating to a current prospectus - pay to the trustee the moneys as soon as possible after their receipt but not later than the close of business on the next working day after the day of receipt; and (B) in any other case - hold the moneys in a trust account on trust for the applicant; and (ii) will, in all prospectuses and other representations relating to the prescribed interests, direct that all cheques and other payment orders in respect of applications for prescribed interests be drawn in favour of the trustee on account of the particular prescribed interest concerned; (c) a covenant that the management company will give the trustee on 2 occasions in a period in which offers or invitations are made or issued by the company in respect of prescribed interests, being occasions specified by that trustee, a statement by the auditor of the company whether the accounting and other records kept by that company in relation to the scheme comply with paragraph 856 (6) (a) of the Corporations Law and whether sections 866 to 871 (inclusive) of that Law have been complied with by that company in a period of such duration as is necessary in the opinion of the auditor to render the making of the statement reasonable in the circumstances; (d) a covenant that the management company will inform the trustee about a proposal to vary its investment policy in a manner that the holders of the prescribed interests would not reasonably expect having regard to the information contained in prospectuses issued in relation to the scheme; (e) a covenant that the management company will not make a variation of a kind referred to in paragraph (d) unless notice is given to the holders of the prescribed interests within such period before the variation takes effect as is adequate in the reasonable opinion of the trustee to enable those holders to dispose of their interests; (f) a covenant that the management company will not exercise a right to vote attached to prescribed interests held by or on behalf of that company or its associate in any circumstance specified in sub-regulation (9); (g) a covenant that the management company will retire from office at the request of the trustee in any circumstance specified in sub-regulation (10); (h) a covenant that the management company will not pay brokerage or commission in respect of a subscription for prescribed interests to a person who is an Australian resident, unless the person: (i) is the holder of a dealers licence; or (ii) is the holder of a proper authority; or (iii) is an exempt dealer; or (iv) is the holder of the prescribed interests and the payment is by way of rebate of the brokerage or commission; or (v) is: (A) the holder of an investment advisers licence; or (B) an accountant or a solicitor, a partner in, or an employee of, a firm of accountants or solicitors or a company providing accountancy or legal services or a director, or an employee, of a company of that kind whose principal business is not the giving of advice about securities; and he or she has stated in writing that the total amount of the brokerage or commission will be rebated to the subscriber; (j) a covenant that the management company will keep an account of amounts of brokerage and commission paid by the company and will comply with subsection 204 (1) of the Corporations Law as if: (i) the trust deed were the articles of association of a company; and (ii) the prescribed interests concerned were shares in that company; and (iii) the payments were made by the company; (k) a covenant that the management company will advise the trustee if an associate of the company would be a party to a transaction involving the assets of the scheme; (l) a covenant that the management company will, if requested by the trustee or representative, inform the trustee or representative whether any associate of the company is the holder of prescribed interests and, if so, the name of the associate; (m) a covenant that the management company will exercise its powers and perform its functions under the deed diligently; (n) a covenant that the management company will lay the latest audited statement of accounts of the scheme before a meeting convened in accordance with paragraph 1069 (1) (m) of the Corporations Law. (7) For the purposes of paragraph 1069 (1) (n) of the Corporations Law, each of the following covenants is prescribed to bind the management company of a property trust: (a) a covenant that the management company will report to the trustee not later than 2 months after the end of each financial year and give the report to the holders of the prescribed interests with the statement of the accounts of the trust; (b) a covenant that the management company will review in the report the operation of the trust in the financial year to which the report relates and, in particular, will include in the report a statement on each of the following matters: (i) the principal activities of the trust; (ii) the policies for investment and borrowing by the trust, any changes in those policies and the manner in which those policies have been given effect; (iii) any fees and charges paid in relation to the affairs of the trust to the company, or any associate of the company, showing separately initial service charges, management fees, ongoing service charges and any other fees and charges; (iv) any commissions paid or allowed by the company, or an associate of the company, in relation to the issue or purchase of prescribed interests; (v) any interest of the company, or an associate of the company, shown separately, in property: (A) held by the trust; or (B) disposed of by the trust; or a statement that there was not an interest of that kind; (vi) the net amounts distributed, or to be distributed, in respect of each prescribed interest to each holder of prescribed interests from profits made, or reserves kept, by the trust, together with the respective gross amounts; (vii) the details of any bonus issue made; (viii) any circumstances that materially affect the holders of prescribed interests; (ix) any changes in the value of the assets of the trust and the circumstances in which those changes occurred, distinguishing between realised and unrealised changes; (c) a covenant that the management company will not, without the approval of the trustee, dispose of to, or acquire from, an associate of the company any trust property; (d) a covenant that the management company will notify the trustee of any change to a policy of the company on the disposition of estates in real property of the trust. (8) For the purposes of paragraph (2) (e), each of the following circumstances is specified: (a) if the trustee is a natural person - on the person becoming an insolvent under administration; (b) if the trustee is a body corporate: (i) where the body ceases to carry on business; or (ii) on the body being placed in liquidation, other than for the purpose of amalgamation, reconstruction or a purpose of a similar kind, or in official management; or (iii) where a receiver, or a receiver and manager, is appointed in relation to the property of the trustee and is not removed or withdrawn within 30 days of the appointment; (c) if the trustee is not, or is no longer, empowered to act as a trustee; (d) if the holders of the value of 50% or more of prescribed interests resolve at a meeting that the trustee of those interests should be removed; (e) if the approval of the trustee to act under section 1067 of the Corporations Law is revoked. (9) For the purposes of subregulation (3) and paragraph (6) (f), each of the following circumstances is prescribed: (a) at a meeting held for the purposes of section 1074 of the Corporations Law; (b) in relation to a resolution: (i) calling for the retirement of the management company; or (ii) calling for the retirement of the trustee of the prescribed interests concerned; or (iii) to approve a payment or other benefit to which paragraph (1) (d) applies; or (iv) to increase the remuneration of the management company; or (v) in respect of a decision in substitution for a decision of the trustee. (10) For the purposes of paragraph (6) (g), each of the following circumstances is prescribed: (a) if the management company is placed in liquidation, other than for the purpose of amalgamation, reconstruction or a purpose of a similar kind, or in official management; (b) if the management company ceases to carry on business; (c) if a receiver, or a receiver and manager, is appointed in relation to the property of the management company and is not removed or withdrawn within 30 days of the appointment; (d) on the suspension or revocation of the dealers licence of the management company, unless the licence is revoked under paragraph 825 (c) of the Corporations Law; (e) if: (i) the management company has contravened its obligations to the holders of the prescribed interests concerned that, in the reasonable opinion of the trustee, adversely affects those holders; and (ii) within such period as is specified by the trustee in a written notice to the company, the contravention has not been remedied; (f) if the trustee reasonably believes that it is in the best interests of the holders of the prescribed interests for the management company to retire; (g) if the holders of 50% or more of the value of prescribed interests resolve at a meeting that the management company in relation to those interests should be removed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.16 Return to be lodged under subsection 1071 (1) of the Corporations Law 7.12.16. A return lodged under subsection 1071 (1) of the Corporations Law must have with it: (a) a copy of the statement of accounts and auditor's report on those accounts prepared in relation to the financial year to which the report relates in compliance with the covenants included in the relevant deed under paragraph 1069 (1) (f) of the Corporations Law; and (b) the statement that describes buy-back arrangements in effect when that statement is sent under that paragraph of that Law to holders of the prescribed interests to which the deed relates. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.12.17 Prescribed invitation or offer: paragraph 1078 (4) of the Corporations Law 7.12.17. For the purposes of subsection 1078 (4) of the Corporations Law, each of the following invitations or offers is prescribed: (a) an excluded invitation or excluded offer, other than an excluded invitation or excluded offer referred to in paragraph 66 (3) (f), (g), (h) or (j) of the Corporations Law; (b) an invitation or offer that is: (i) made in, or accompanied by, a prospectus that complies with Division 2 of Part 7.12 of that Law; and (ii) sent by post; (c) an invitation or offer that is: (i) accompanied by a written statement that complies with section 1079 of the Law; and (ii) sent by post. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.13.01 Marketable securities: subsection 1097 (1) of the Corporations Law 7.13.01. For the purposes of paragraph (b) of the definition of "marketable security" in subsection 1097 (1) of the Corporations Law, a prescribed interest as defined in section 9 of that Law is a prescribed security if: (a) it is a prescribed interest in relation to which a deed has been approved under Division 5 of Part 7.12 of the Law or a corresponding law; and (b) it is quoted on a securities exchange. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.13.02 Securities exchange: subsection 1097 (1) of the Corporations Law 7.13.02. For the purposes of the definition of "securities exchange" in subsection 1097 (1) of the Corporations Law, the bodies corporate specified in Schedule 10 are prescribed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.14.01 Period for which documents are to be retained 7.14.01. For the purposes of subsection 1116 (5) of the Corporations Law, the prescribed period is 7 years. 1990 No. 455 CORPORATIONS REGULATIONS - REG 7.14.02 Futures contracts 7.14.02. Chapter 7 of the Corporations Law does not have effect in relation to a transaction effected by virtue of a futures contract: (a) that is effected on a market of the Sydney Futures Exchange Limited; and (b) that relates only to securities. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.2.01 Applications for licences in sealed envelopes 8.2.01. An application to the Commission for a futures brokers licence or a futures advisers licence may be enclosed in a sealed envelope that: (a) states that an application for a licence is enclosed; and (b) describes the kind of licence applied for; and (c) sets out the name, address and telephone number of the applicant. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.2.02 Recognised futures exchanges - prescribed bodies corporate 8.2.02. For the purposes of paragraph (b) of the definition of "recognised futures exchange" in section 9 of the Corporations Law, the bodies corporate specified in Schedule 11 are prescribed. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.2.03 Exemption: Section 1121 and Division 2 of Part 8.2: Comex Clearing Association of New York 8.2.03. Section 1121 and Division 2 of Part 8.2 of the Corporations Law do not have effect in relation to the clearing house for a futures exchange known as the Comex Clearing Association of New York. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.3.01 Exemption: Divisions 1 and 2 of Part 8.3, sections 1206, 1207 and 1208 and Part 8.5: clearing houses 8.3.01. Divisions 1 and 2 of Part 8.3, sections 1206, 1207 and 1208 and Part 8.5 of the Corporations Law do not have effect in relation to clearing houses. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.3.02 Exemption: Divisions 1 and 5 of Part 8.3: certain futures contracts 8.3.02. (1) In this regulation: "investment manager" means a person: (a) who is the holder of a dealers licence granted under Part 7.3 of the Corporations Law; and (b) who is not a person involved in a dealing to which Part 7.3 of the Corporations Law does not apply because of paragraph 2 (a), (b), (c), (d) or (e); "prescribed trustee corporation" means a body corporate: (a) that is an authorised trustee corporation; and (b) that is referred to in regulation 7.01 of these Regulations; and (c) to which the Commission has granted approval under subsection 1067 (4) of the Corporations Law to act as trustee or representative for the purposes of a deed. (2) Divisions 1 and 5 of Part 8.3 of the Corporations Law do not have effect in relation to: (a) a dealing in a futures contract, if: (i) the contract was entered into by a prescribed trustee corporation acting as trustee or representative for the purposes of an approved deed within the meaning of subsection 1066 (1) of the Corporations Law; and (ii) the dealing was executed on behalf of the prescribed trustee corporation by the holder of a futures brokers licence; or (b) a dealing in a futures contract entered into by a body corporate on behalf of a related body corporate; or (c) a dealing in a futures contract entered into: (i) by a member of a futures exchange who, under the business rules of that exchange, is a local member; and (ii) under order execution business performed in accordance with those rules on a give-up basis on behalf of a member of that exchange who is, under those rules, a floor member; or (d) a dealing in a futures contract: (i) entered into by a management company that holds a dealers licence granted under Part 7.3 of the Corporations Law; and (ii) entered into under the covenants contained in an approved deed within the meaning of Divison 5 of Part 7.12 of the Corporations Law; and (iii) entered into only on behalf of the holders of prescribed interests under that deed; and (iv) executed on behalf of the company by the holder of a futures brokers licence; and (v) the value of which, when added to the total value of any other futures contracts in which the company is dealing at that time on behalf of the holders of those prescribed interests, does not exceed 15% of the total value of assets held by the trustee or representative under that deed; or (e) a dealing in a futures contract: (i) entered into by the trustee, or by a manager appointed by the trustee, of an approved deposit fund within the meaning of the Occupational Superannuation Standards Act 1987 or a superannuation fund within the meaning of that Act; and (ii) entered into under the convenants contained in the deed relating to that fund only on behalf of depositors in that fund; and (iii) executed on behalf of the trustee or manager by the holder of a futures brokers licence; and (iv) the value of which, when added to the total value of any other futures contracts entered into by the trustee or manager at that time on behalf of those depositors, does not exceed 15% of the total value of assets held by the trustee under that deed; or (f) a dealing in a futures contract: (i) entered into by an investment manager in the course of managing funds: (A) deposited by a person (in this paragraph called "the client") to invest on terms that permit the investment manager to deal in futures contracts without prior reference to or approval of the client; and (B) which total at least $500,000; and (ii) executed on behalf of the investment manager by the holder of a futures brokers licence; and (iii) the value of which, when added to the total value of any other futures contracts entered into by the investment manager at that time on behalf of the client, does not exceed 15% of the total amount of funds so deposited with the manager. (3) For the purposes of subparagraph (2) (d) (iii), (e) (iv) or (f) (iii): (a) if a futures contract cancels another futures contract, the value of both contracts must be disregarded for the purpose of calculating the total value of the futures contracts referred to in subparagraph (2) (d) (iii), (e) (iv) or (f) (iii); and (b) if, but for this subregulation: (i) the value of a futures contract (in this paragraph called "the proposed contract") if entered into would exceed the limit imposed by subparagraph (2) (d) (iii), (e) (iv) or (f) (iii); and (ii) the proposed contract would comply with the requirements of subparagraph (2) (d) (iii), (e) (iv) or (f) (iii), as the case requires; and (iii) the proposed contract if entered into would cancel another contract; the limit imposed by subparagraph (2) (d) (iii), (e) (iv) or (f) (iii) does not apply to the proposed contract. (4) For the purpose of subregulation (3), a futures contract to sell cancels an earlier futures contract to buy, and a futures contract to buy cancels an earlier futures contract to sell, if both contracts: (a) relate to: (i) the same type and amount of subject matter; and (ii) the same month; and (b) are entered into: (i) in the case of a futures contract referred to in paragraph (2) (d) - on behalf of the holders of prescribed interests under the deed; or (ii) in the case of a futures contract referred to in paragraph (2) (e) - on behalf of depositors in relation to that fund; or (iii) in the case of a futures contract referred to in paragraph (2) (f) - on behalf of the same client. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.3.03 Conditions of licence: general 8.3.03. (1) For the purposes of section 1147 of the Corporations Law, a licence is subject to the conditions that the holder of the licence must ensure that each representative of the holder: (a) is adequately supervised in the performance of the duties that he or she is required by the holder to perform; and (b) is sufficiently trained in relation to those duties before acting as a representative; and (c) keeps up to date in relation to those duties by means of continuing training programs. (2) The Commission may, by notice in writing, require a holder of a licence to satisfy it that the conditions referred to in subregulation (1) have been met by the holder. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.3.04 Notifying change in particulars 8.3.04. For the purposes of paragraph 1156 (c) of the Corporations Law, if there is a change of a director or the secretary of a licensee, the particulars may be in accordance with Forms 304 and 802A. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.3.05 Register of holders of proper authorities: prescribed information 8.3.05. For the purposes of paragraph 1176 (3) (e) of the Corporations Law, the date of birth of each person who holds a proper authority from the licensee is prescribed information. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.3.06 Licensee to notify Commission of location and contents of register 8.3.06. (1) For the purposes of subsections 1177 (2) and (3) of the Corporations Law, a notice may be in accordance with Form 811. (2) For the purposes of paragraph 1177 (4) (b) and subsections 1177 (5) and (6) of the Corporations Law, a notice may be in accordance with Form 812. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.4.01 Exemption of certain transactions from subsection 1206 (1) of the Corporations Law 8.4.01. Subsection 1206 (1) of the Corporations Law does not apply to a transaction that is: (a) the acquisition or disposal of a futures contract; and (b) entered into by a futures broker on behalf of a member of a clearing house of a futures exchange; if the broker gives to that member the information that the broker is required, under the business rules of that exchange, to give to that member about that transaction. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.4.02 Waiver of paragraph 1206 (1) (b) of the Corporations Law 8.4.02. For the purposes of paragraph 1206 (1) (b) of the Corporations Law, the prescribed manner of agreeing to waive the operation of that paragraph is to sign an agreement in accordance with Form 803C. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.4.03 Exemption of certain transactions from subsection 1207 (1) of the Corporations Law 8.4.03. Subsection 1207 (1) of the Corporations Law does not apply to a transaction that is: (a) the acquisition of a futures contract before or during a particular month; and (b) entered into by a futures broker on behalf of a member of a clearing house of a futures exchange; if: (c) the futures contract has not been disposed of at the end of that month; and (d) after the end of that month the broker gives to that member the information that the broker is required, under the business rules of that futures exchange, to give to that member about that transaction. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.4.04 Exemption of certain transactions from paragraphs 1207 (1) (g) and (h) of the Corporations Law 8.4.04. Paragraphs 1207 (1) (g) and (h) of the Corporations Law do not apply to a transaction that is: (a) the acquisition or disposal of a futures contract; and (b) entered into by a futures broker on behalf of a member of a clearing house of a futures exchange; if the broker: (c) has held money or property on account of that member; and (d) gives to that member the information that the broker is required, under the business rules of that exchange, to give to that member about that transaction. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.6.01 Fidelity fund - prescribed rate of interest 8.6.01. For the purposes of subsection 1240 (4) of the Corporations Law, the prescribed rate of interest is 10% per annum. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.7.01 Prescribed particulars in respect of transmission and execution of orders 8.7.01. For the purposes of subsection 1266 (7) of the Corporations Law: (a) a futures broker must keep instructions by a client to deal in futures contracts separately from instructions to deal in futures contracts on the broker's own account; and (b) the prescribed particulars of instructions by a client to deal in futures contracts are short particulars of the matters referred to in paragraphs 1266 (7) (a), (b) and (c) of the Corporations Law; and (c) the prescribed particulars of instructions to deal in futures contracts on the broker's own account are short particulars of the matters referred to in paragraphs 1266 (7) (d) and (e) of the Corporations Law; and (d) the prescribed period is 7 years. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.7.02 Futures brokers that are banks - credit to employees to deal in futures contracts 8.7.02. Subsection 1267 (4) of the Corporations Law does not have effect in relation to a bank that is a futures broker or a futures adviser only because the bank gives credit to an employee of the bank if: (a) the credit is given for the purpose of enabling or assisting the employee to deal in futures contracts; or (b) the bank knows or has reason to believe that the credit will be used by the employee for that purpose. 1990 No. 455 CORPORATIONS REGULATIONS - REG 8.7.02 Period for which Commission is required to retain documents 8.7.03. For the purposes of subsection 1270 (4) of the Corporations Law, the prescribed period is 7 years. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.1.01 Prescribed registers 9.1.01. For the purposes of subsections 1274A (2), (3) and (4) of the Corporations Law, the following registers are prescribed: (a) the register of companies registered under section 120 or 126 of the Law; (b) the register of Disqualified Company Directors and Other Officers kept under section 243 of the Law; (c) the Australian Register of Company Charges kept under section 265 of the Law; (d) the register of registered Australian bodies kept under Division 1 of Part 4.1 of the Law; (e) the register of foreign companies registered under Division 2 of Part 4.1 of the Law; (f) the register of names reserved or registered under Part 4.2 of the Law; (g) the Register of Licence Holders kept under section 789 of the Law; (h) the register of deeds approved in accordance with Division 5 of Part 7.12 of the Law; (i) the Register of Futures Licensees kept under section 1155 of the Law; (j) the Register of Auditors kept under section 1285 of the Law; (k) the Register of Liquidators kept under section 1286 of the Law; (l) the Register of Official Liquidators kept under section 1286 of the Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.1.02 Prescribed information 9.1.02. For the purposes of subsections 1274A (3) and (4) of the Corporations Law, the following information is prescribed: (a) in relation to each company registered under section 120 or 126 of the Law: (i) its full name, the date of its incorporation and its registration number; (ii) whether it is a public company, an exempt proprietary company or a company other than a public company or an exempt proprietary company; (iii) whether it is a company limited by shares, a company limited by guarantee, a company limited by both shares and guarantee, an unlimited company or a no liability company; (iv) its principal activities; (v) its registered office; (vi) its officers; (vii) any scheme of arrangement it has entered into with its creditors, its placement under official management or receivership or its liquidation; (viii) its issued and paid up capital; (ix) its deregistration; (x) any charges on its property that have been lodged with the Commission or entered in the Australian Register of Company Charges; (b) in relation to the Register of Disqualified Company Directors and Other Officers - orders and notices registered under section 243 of the Law; (c) in relation to the Australian Register of Company Charges - each charge registered under subsection 265(2) of the Law; (d) in relation to each body registered in the register of registered Australian bodies: (i) its full name, the date of its incorporation and its registration number; (ii) the class of the body in its place of origin and whether the liability of members of the body is limited; (iii) its principal activities; (iv) its registered office; (v) its registered office or principal place of business in its place of origin; (vi) its officers; (vii) any scheme of arrangement it has entered into with its creditors, its placement under official management or receivership or its liquidation; (viii) its issued and paid up capital; (ix) its deregistration; (x) any charges on its property that have been lodged with the Commission or entered in the Australian Register of Company Charges; (e) in relation to each company entered in the register of foreign companies: (i) its full name, the date and place of its incorporation or registration in its place of origin and its registration number; (ii) the class of the foreign company in its place of origin and whether the liability of its members is limited; (iii) its principal activities; (iv) its registered office; (v) its registered office or principal place of business in its place of origin; (vi) its officers; (vii) its agent; (viii) any scheme of arrangement it has entered into with its creditors, its placement under official management or receivership or its liquidation; (ix) its issued and paid up capital; (x) its deregistration; (xi) any charges on its property that have been lodged with the Commission or entered in the Australian Register of Company Charges; (f) in relation to the register of reserved or registered names - a name entered in that register, the number allocated to that name and the date on which the entry was made; (g) in relation to the Register of Licence Holders - each licence holder registered under section 783 or 784 of the Law; (h) in relation to each deed registered in the register of deeds: (i) its identifying number and date of approval; (ii) the name (if any) of the scheme established by the deed; (iii) the name of the trustee; (iv) the name of the management company; (v) the nature of the interests offered under the scheme; (vi) the date of approval of each deed amending an approved deed; (i) in relation to the Register of Futures Licensees - the name of each registered futures licensee; (j) in relation to the Register of Auditors - the name of each registered auditor; (k) in relation to the Register of Liquidators - the name of each registered liquidator; (l) in relation to the Register of Official Liquidators - the name of each registered official liquidator. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.01 Prescribed bodies 9.2.01. For the purposes of subparagraphs 1280 (2) (a) (i) and 1282 (2) (a) (i) of the Corporations Law, the following bodies are prescribed: (a) American Institute of Certified Public Accountants; (b) Chartered Association of Certified Accountants (United Kingdom); (c) The Institute of Chartered Accountants in England and Wales; (d) The Institute of Chartered Accountants in Ireland; (e) The Institute of Chartered Accountants of Scotland; (f) New Zealand Society of Accountants; (g) Canadian Institute of Chartered Accountants. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.02 Prescribed universities 9.2.02. For the purposes of subparagraphs 1280 (2) (a) (ii) and 1282 (2) (a) (ii) of the Corporations Law, the following universities are prescribed: (a) Australian National University; (b) Charles Sturt University, Mitchell; (c) Charles Sturt University, Riverina; (d) Curtin University of Technology; (e) Deakin University; (f) Flinders University of South Australia; (g) Griffith University; (h) James Cook University of North Queensland; (i) La Trobe University; (j) Macquarie University; (k) Monash University; (l) Murdoch University; (m) Northern Territory University; (n) Queensland University of Technology; (o) University of Adelaide; (p) University of Canberra; (q) University of Melbourne; (r) University of Newcastle; (s) University of New England, Armidale; (t) University of New England, Northern Rivers; (u) University of New South Wales; (v) University of Queensland; (w) University of Sydney; (x) University of Tasmania; (y) University of Technology, Sydney; (z) University of Western Australia; (za) University of Western Sydney, Macarthur; (zb) University of Western Sydney, Nepean; (zc) University of Wollongong. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.03 Prescribed institutions 9.2.03. For the purposes of subparagraphs 1280 (2) (a) (ii) and 1282 (2) (a) (ii) of the Corporations Law, the following institutions are prescribed: (a) Avondale College; (b) Ballarat College of Advanced Education; (c) Bendigo College of Advanced Education; (d) Brisbane College of Advanced Education; (e) Capricornia Institute of Advanced Education; (f) Churchlands College; (g) Darling Downs Institute of Advanced Education; (h) Footscray Institute of Technology; (i) Gippsland Institute of Advanced Education; (j) North Brisbane College of Advanced Education; (k) Phillip Institute of Technology; (l) Royal Melbourne Institute of Technology Limited; (m) South Australian College of Advanced Education; (n) South Australian Institute of Technology; (o) Swinburne Institute of Technology; (p) Tasmanian State Institute of Technology; (q) The Western Institute; (r) Victoria College; (s) Warrnambool Institute of Advanced Education; (t) Western Australian College of Advanced Education. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.04 Practical experience in auditing 9.2.04. For the purposes of paragraph 1280 (2) (b) of the Corporations Law, the prescribed practical experience in auditing: (a) is: (i) work in auditing under the direction of a registered company auditor for a continuous period of not less than 3 years, including appraising the operations of companies and forming opinions on the matters specified in subsection 332 (3) and (4) of the Corporations Law; and (ii) at least one continuous year during the 5 years immediately before the date of the application spent supervising audits of companies; or (b) is practical experience that in the opinion of the Commission is equivalent to the practical experience specified in paragraph (a); or (c) is work of the kind mentioned in paragraph (a) that was done under a previous law corresponding to subsection 332 (3) or (4) of the Corporations Law. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.05 Application of security under subsection 1284 (2) of the Corporations Law 9.2.05. (1) For the purposes of subsection 1284 (2) of the Corporations Law, a security lodged by a liquidator or a liquidator of a specified body corporate may be applied by the Commission in accordance with this regulation to compensate a person who has suffered pecuniary loss due to the failure of the liquidator, or liquidator of the specified body corporate, as the case may be, to carry out his or her duties adequately and properly. (2) Subregulation (1) applies whether or not the liquidator has been convicted of an offence in relation to the failure. (3) A security must not be applied to compensate a person unless the person lodges a claim for compensation in writing no later than: (a) if the Commission has: (i) advertised for claims for compensation to be paid out of the security by notice published in accordance with subregulation (4); and (ii) specified a date not less than 3 months after publication of the notice; that date; or (b) if no notice is published and paragraph (c) does not apply - 6 months after the person became aware that he or she had suffered the pecuniary loss; or (c) if the Commission is satisfied that the claim is a proper claim - a later date that the Commission allows. (4) A notice mentioned in paragraph 3 (a) must be published: (a) in a newspaper circulating generally in Australia; and (b) if the Commission so requires - in a newspaper circulating in a State or Territory where the liquidator performed his or her duties. (5) The Commission must give the liquidator an opportunity of being heard before deciding whether a person is to be compensated under subregulation (1). (6) For the purposes of this regulation, the amount of pecuniary loss that a person may claim is the amount worked out using the formula: loss + costs - other entitlements where: "loss" means the pecuniary loss suffered by the person; "costs" means the total of the amounts the Commission thinks are: (a) the reasonable costs of; and (b) disbursements of a reasonable amount that are incidental to; making and proving the claim; "other entitlements" means the amount or value of all money and other benefits paid or payable to the person by someone other than the Commission in reduction of the pecuniary loss. (7) A security that is applied by the Commission must be applied: (a) where the total of the admitted claims does not exceed the amount of the security - in the payment in full of those amounts; or (b) where that total exceeds the amount of the security - in the payment of a proportion of the amount at which each of those claims was admitted. (8) The proportion mentioned in paragraph (7) (b) must be the same as the proportion the amount of the security bears to the total of the admitted claims. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.06 Discharge, return or release of security 9.2.06. (1) For the purposes of subsection 1284 (3) of the Corporations Law: (a) if a liquidator ceases to be registered as a liquidator; or (b) if a liquidator of a specified body corporate ceases to be registered as a liquidator of that specified body corporate; or (c) if there is a reduction in the potential liability of a liquidator in relation to which a security was lodged by the liquidator; or (d) in such other circumstances as the Commission permits in a particular case; the Commission may, on the application of the liquidator or any person who has entered into the security as surety: (e) discharge the security in whole or part; or (f) return the security in whole or part; or (g) release the surety in whole or in part. (2) The Commission must not exercise a power under subregulation (1) until 3 months after the date on which a notice in accordance with Form 904 is published: (a) in a newspaper circulating generally in Australia; and (b) if the Commission requires - in a newspaper circulating generally in the State or Territory of the principal place at which the liquidator practised, or, in the case of a liquidator of a specified body corporate, the principal place at which the functions of the liquidator of the specified body were performed: (i) asking for particulars in writing of a claim in respect of the security to which the application relates; and (ii) stating a date on or before which any claim is to be made. (3) A notice must be published by, and at the expense of, the person making the application. (4) If a liability may be imposed on a surety in relation to a claim: (a) in response to a notice under subregulation (2); or (b) accepted by the Commission as a proper claim; that surety: (c) may; and (d) on the request of the liquidator or liquidator of a specified body corporate, must; apply to the Commission for directions: (e) concerning the manner in which the security is to be dealt with; and (f) whether the surety should be released wholly or in part. (5) If a surety's liability under a security maintained with the Commission is substantially in excess of the surety's liability under all claims referred to in subregulation (4), the Commission may: (a) direct that the instrument under which the surety's liability arises be varied; or (b) return to the surety the proportion of the security that exceeds the surety's liability under all claims referred to in subregulation (4); or (c) refer any matter in dispute to a court, or an arbitrator, for determination; or (d) release the surety wholly or in part. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.2.07 Effect of discharge of security 9.2.07. (1) If a security is discharged, wholly or in part, by the Commission: (a) a claim does not lie against the surety in relation to the obligation to which the security relates to the extent that he or she has been released from that obligation; and (b) the surety must return to the liquidator: (i) the whole; or (ii) in the case of a partial discharge - the proportion that the Commission directs; of any money or other property deposited with or held by the surety to cover the potential liability of the surety under the security. (2) If the Commission directs that a security be discharged in part: (a) it may state that the surety is not released from the obligations relating to those claims that the Commission specifies; and (b) the surety remains subject to any claims that are so specified. 1990 No. 455 CORPORATIONS REGULATIONS - REG 9.4.01 Prescription of offences and penalties 9.4.01. For the purposes of section 1313 of the Corporations Law: (a) a prescribed offence is an offence committed under or in relation to a provision of the Law that is specified in Column 2 of an item in Schedule 12; and (b) the penalty referred to in Column 3 of an item in Schedule 12 is prescribed for the purposes of the provision of the Act that is specified in Column 2 of that item. 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 1 SCHEDULE 1 Regulation 1.03 (SCHEDULE 1 OMITTED) 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 2 SCHEDULE 2 (FORMS 911 to 208 OMITTED) Australian Company Number: FORM 209 Subsection 192 (8) Corporations Law NOTICE OF REDEMPTION OF REDEEMABLE PREFERENCE SHARES 1. Limited gives notice that on (insert date) 19 , (insert number of shares) redeemable preference shares to the nominal value of $ were redeemed out of *profits/*the proceeds of a fresh issue of shares. 2. The shares redeemed were (supply particulars, including numbers of share certificates) Dated 19.. (signature of *Director/*Secretary/ *Principal Executive Officer) * Omit if not applicable Australian Company Number: FORM 210 Subsection 196 (1) Corporations Law STATEMENT OF SPECIAL RIGHTS CARRIED BY SHARES 1. Limited allotted, on (insert date) 19 the (state number of shares) shares described in the Schedule. 2. Each share has a nominal value of $ SCHEDULE Name of holder No. of shares Description of Class of shares rights attached to shares Dated 19.. (signature of *Director/*Secretary/ *Principal Executive Officer) * Omit if not applicable. Australian Company Number: FORM 211 Subsection 196 (2) Corporations Law RETURN SHOWING DIVISION OR CONVERSION OF SHARES INTO CLASSES Limited gives notice that on (insert date) 19 the shares in the company were *divided into classes/*converted into shares of another class, as follows: *A. If shares were formerly not divided into classes. Particulars of division 1. Class 2. Number of shares 3. Nominal value of each share $ *B. If shares are converted into shares of another class Particulars of shares before and after conversion Before conversion After conversion 1. Class of share 2. Number of shares 3. Nominal value of each share $ $ Dated 19.. (signature of *Director/*Secretary/ *Principal Executive Officer) * Omit if not applicable. Australian Company Number FORM 212 Paragraph 204 (1) (b) Corporations Law STATEMENT OF PAYMENT IN RELATION TO SUBSCRIPTION FOR SHARES Limited 1. The payment is not prohibited by the constitution of the company. *2. The amount of the proposed payment by way of *brokerage/*commission for subscribing, or agreeing to subscribe, for shares in the company or procuring, or agreeing to procure, subscriptions for shares in the company is $ *2. The rate at which payment is proposed to be made by way of *brokerage/*commission for subscribing or agreeing to subscribe for shares in the company or procuring or agreeing to procure subscriptions for shares in the company is % of the price at which the shares are issued. 3. The amount of the proposed payment or the sum of the amount of the proposed payment and any other payment or payments by way of brokerage or commission that has or have been made by the company in respect of those shares does not exceed: *10% of the total of the amount payable in respect of the shares on their allotment. *the amount, or an amount calculated at the rate, authorised by the articles. (see Note below) 4. The company will become liable to make the payment on (insert date) 5. The number of shares for which persons have agreed, for a payment by way of brokerage or commission, to subscribe absolutely is Dated 19 (signatures of not fewer than 2 directors or proposed directors) * Omit if not applicable. Note: The amount of the proposed payment or the sum of the proposed payment and any other payment or payments must not exceed whichever is the lesser of the 2 alternatives in paragraph 3: see subsection 204 (2). Australian Company Number: (FORMS 213 to 215 OMITTED) FORM 300 Subsection 222 (1) Corporations Law Note: Before completing this form please read carefully the "Directions forcompleting Form 300" at the end of this form CONSENT TO ACT AS DIRECTOR (name) Limited *I/*We consent to act as director(s) of the company. Full name Address Business occupation Dated 19 (signature) * Omit if not applicable. DIRECTIONS FOR COMPLETING FORM 300 1. If this consent is signed by an agent authorised in writing for that purpose, regulation 3.2.01 requires the authority or a certified copy of the authority to be annexed to this consent when it is lodged. 2. Requirements relating to annexures are set out in regulation 1.06. Australian Company Number: FORM 301 Paragraph 222 (1) (b) Corporations Law UNDERTAKING BY DIRECTOR TO TAKE AND PAY FOR QUALIFICATION SHARES Limited I (insert name) of undertake to take from the company and to pay for shares of $ each in the capital of the company, being the number of shares required by the provisions of the articles of association of the company to qualify as a director of the company. Dated 19 (signature) Australian Company Number: FORM 302 Paragraph 222 (1) (c) Corporations Law STATEMENT BY DIRECTOR OF REGISTRATION OF QUALIFICATION SHARES Limited I (insert name) of state: 1. I am a director of the company. 2. The articles of association of the company provide that a director's shareholding qualification must be the holding of at least (state number of shares) shares in the company. 3. (state number of shares) shares in the company are registered in my name in the register of members of the company. Dated 19 (signature) Australian Company Number: FORM 303 Paragraph 222 (1) (d) Corporations Law STATEMENT BY DIRECTOR OF ENTITLEMENT TO QUALIFICATION SHARES Limited I (insert name) of state: 1. I am a director of the company; 2. The articles of association of the company provide that a director's shareholding qualification must be the holding of at least (state number of shares) shares in the company; 3. The company is formed or intended to be formed by way of reconstruction of, or to acquire shares in (insert name of other body corporate or names of other bodies corporate in group of bodies corporate): 4. I am a shareholder in (insert name of other body corporate or names of other bodies corporate in group of bodies corporate): 5. As a shareholder, I am entitled: (a) to receive (state number of shares) shares in Limited because of the terms of an agreement relating to the reconstruction; and (b) to have those shares registered in my name in the register of members of the company. Dated 19 (signature) (FORMS 304 and 305 OMITTED) Australian Company Number: FORM 306 Subsection 242 (8) Corporations Law NOTICE OF THE HOLDING OF OFFICE IN A COMPANY I (insert name) of give notice, as required by your notice dated 19 , that: *I am (see Note below) of Limited. *I have never been (see Note below) of Limited. *I ceased to be (see Note below) of Limited on Dated 19 (signature) * Omit if not applicable. Note: insert "a director", "the principal executive officer" or "a secretary". Australian Company Number: FORM 307 Subsections 244 (3) and (4) Corporations Law Note: Before completing this report please read carefully the "Directions for completing Form 307" at the end of this form STATUTORY REPORT OF LIMITED 1. The statutory meeting is to be held on (insert date) 2. The total number of shares allotted is (state total number) The number of shares allotted: as fully paid up in cash is as subject to the payment of the full nominal amount in cash and which are partly paid up is as fully paid up otherwise than in cash is as partly paid up otherwise than in cash, namely, to the extent of (amount) per share, is 3. The consideration (set out briefly the nature of the consideration) for the allotment of shares fully or partly paid up otherwise than in cash is as follows: 4. The total amount of cash received: for shares allotted as fully paid up in cash is $ for shares allotted as subject to the payment of the full nominal amount in cash and which are partly paid up is $ for shares allotted as partly paid up otherwise than in cash is $ 5. The receipts and payments of the company up to (insert date), being a date within 7 days of the date of this report, are as follows: Abstract of receipts Abstract of payments $ c $ c Receipts from shares Receipts from debentures Receipts from (set out other sources) Balance Total Total 6. An account or estimate of the preliminary expenses of the company is as follows: $ 7. The names, addresses and descriptions of the directors, trustees for holders of debentures, auditors, and secretaries of the company and the name, address and description of the principal executive officer of the company are as follows: DIRECTORS, TRUSTEES FOR HOLDERS OF DEBENTURES AND PRINCIPAL EXECUTIVE OFFICER Office in Surname Given Address Description company Names (see note below) (see note below) Directors *Trustees for holders of debentures *Principal executive officer AUDITORS Firm name or *Given names Address Description surname (if applicable) SECRETARIES Surname Given names Address Description 8. The particulars of any contract the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification, are as follows: CERTIFICATE OF DIRECTORS We certify that the statutory report in relation to the meeting to be held on (insert date) is correct. Dated 19 (signatures of directors) *REPORT OF AUDITORS Limited *I/*We, the auditors of the company, report that the statements in the statutory report concerning the meeting to be held on (insert date) , as far as it relates: (a) to the shares allotted by the company; and (b) to the cash received in respect of those shares; and (c) to the receipts and payments of the company on capital account; are in accordance with the records of the company and to the best of *my/*our knowledge, information and belief are correct. Dated 19 (signatures of auditors) * Omit if not applicable. Note: 1. Insert: (a) for an individual - the usual residential address; or (b) for a body corporate having a registered office in Australia - the address of that registered office; or (c) for a body corporate not having a registered office in Australia - the address of its registered office in the place of origin. 2. Include in the description, for a body corporate, the name of the place of origin. DIRECTIONS FOR COMPLETING FORM 307 1. Subsection 244 (3) requires the statutory report to be certified by not less than 2 directors. 2. Regulation 3.2.03 requires: (a) the copy of the statutory report lodged under subsection 244 (5) to be a copy that is certified by not less than 2 directors of the company; and (b) the copy of the auditor's report lodged under subsection 244 (5) to be a copy that is personally signed by the auditor or, if the auditor is a firm, by one of the partners of that firm who is a registered company auditor. (FORMS 308 to 312 OMITTED) FORM 313 Subsection 289 (6) Corporations Law NOTICE OF PLACE AT WHICH STATEMENTS AND RECORDS RELATING TO ACCOUNTING RECORDS OUTSIDE AUSTRALIA ARE KEPT (Name of company) Limited, Australian Company Number (number). Take notice that the statements and records kept by the company under subsection 289 (5) of the Corporations Law are kept at (full address, including, where applicable, the room number and floor or level of the building where the office is situated), which is not the registered office of the company. Dated Signature of *Director / *Secretary / *Principal Executive Officer FORM 314 Paragraph 324 (2) (e) Corporations Law RETURN OF MEMBERS OF FIRM OF AUDITORS Name of firm: Address of firm1: The full names and addresses of all of the members of the firm are: Surname First or given names Residential address Dated Signature2 1. Give the address of each place of business of the firm. If there is more than 1 place of business, indicate the principal place of business. 2. To be signed by one of the members of the firm. DIRECTION Requirements relating to annexures are set out in regulation 1.06. NOTE The completion of this form does not relieve members of the firm from any obligation under the law relating to business names. FORM 315 Paragraph 329 (11) (c) Corporations Law NOTICE OF REMOVAL OF AUDITOR Limited (Australian Company Number: ), being: * a public company * a non-exempt proprietary company * an exempt proprietary company gives notice that * on (date), notice was received of the resignation of (insert name of auditor or auditors), *an auditor/*auditors of the company, with effect from (date). * (insert name of auditor or auditors), *an auditor/*auditors of the company, *was/*were removed from office on (date). Dated Signature of *Director / *Secretary / *Principal Executive Officer * Omit if inapplicable. DIRECTION If there is a trustee for holders of debentures of the company, the company must give a copy of this notice to the trustee. Australian Company Number: FORM 316 Subsection 335 (1) Corporations Law ANNUAL RETURN OF A COMPANY (Here insert particulars specified in regulation 3.8.01) Dated ................................................... Signature of *Director/*Secretary/*Principal Executive Officer * Omit if not applicable (FORM 401 to 404 OMITTED) Australian Registered Body Number: FORM 405 Subsection 349 (1) Corporations Law Note: Before completing this statement please read carefully the "Directions for completing Form 405" at the end of this form STATEMENT IN WRITING VERIFYING BALANCE-SHEET, PROFIT AND LOSS ACCOUNT ETC OF FOREIGN COMPANY (name of foreign company) Limited I (name), of (address) state: 1. *I am (insert "the duly appointed agent", "a director" or "the secretary") of (name of foreign company) Limited. *I am the secretary of (name of company) Limited, the address of the registered office of which is (address), which is the duly appointed agent of (name of foreign company) Limited in (relevant part of Australia): (a) the place of origin of the foreign company is: (b) the address of the registered office of the foreign company in Australia is: 2. I verify that the copies annexed to this statement are true copies of the documents required to be lodged under subsection 349 (1) in relation to (name of foreign company) Limited, being: (a) its balance;nrsheet made up to the end of the last financial year, being the period that ended on 19 ; (b) its profit and loss account for the last financial year; and *(c) the documents that it is required to prepare by the law for the time being applicable to it in the place of its origin, being (short description of the documents). Dated (signature) * Omit if not applicable. DIRECTIONS FOR COMPLETING FORM 405 1. If there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure. 2. Requirements relating to annexures are set out in regulation 1.06. Australian Company Number: FORM 406 Subsection 349 (9) Corporations Law ANNUAL RETURN OF A FOREIGN COMPANY (Here insert particulars specified in regulation 4.1.05) Dated Signature of *Director/*Secretary/*Principal Executive Officer/*agent * Omit if not applicable (FORMS 407 TO 501 OMITTED) FORM 502 Paragraph 414 (9) (a) Corporations Law NOTICE TO REMAINING SHAREHOLDER 1. To of A. (insert name of person giving notice, in this form called "the transferee") The transferee on (insert date) made offers to the holders of shares *in Limited/*included in class of shares in Limited for the transfer of those shares to the transferee, not being offers made under a scheme or contract arising out of the making of takeover offers or a takeover announcement under the law relating to the acquisition of shares; and B. under the scheme or contract the transferee became on (insert date) beneficially entitled to shares in that company which together with any other shares in that company to which the transferee, or the transferee and any corporation related to the transferee, is beneficially entitled, comprise or include nine;nrtenths in nominal value of the shares *in Limited/*included in that class of shares in Limited; and C. you are the holder of remaining shares *in that company/*included in that class of shares in that company and have not assented to the scheme or contract or been given notice in respect of those shares by the transferee under subsection 414 (2). 2. The transferee gives you notice under subsection 414 (9) that under that scheme or contract the transferee on (insert date) became beneficially entitled to shares in Limited and those shares together with any other shares in that company to which the transferee, or the transferee and any corporation related to the transferee, is beneficially entitled, comprise or include nine;nrtenths in nominal value of the shares *in that company/*included in that class of shares in that company. 3. You are entitled under subsection 414 (9) within 3 months after the date on which this notice is given by notice to the transferee to require the transferee to acquire your shares. *3. You are entitled under subsection 414 (9) within 3 months after the date on which this notice is given to elect by notice to the transferee which of the alternative terms offered to the approving shareholders under the scheme or contract you will accept. The alternative terms are as follows: 4. If you require the transferee to acquire the shares held by you the transferee will be entitled and bound to acquire those shares: (a) on the terms that under the scheme or contract were offered to the approving shareholders; or (b) if alternative terms were offered - on the terms for which you have elected; or (c) if you do not so elect: (i) on whichever of the terms the transferee determines; or (ii) on such other terms as are agreed or as the Federal Court of Australia or the Supreme Court of on the application of the transferee or of yourself orders. Dated 19 (signature of transferee) * Omit if not applicable DIRECTION Requirements relating to annexures are set out in regulation 1.06. (FORMS 504 to 508 OMITTED) Australian Company Number: FORM 509 Paragraph 436 (10) (a), Subparagraph 497 (2) (b) (i) Corporations Law Note: Before completing this report please read carefully the "Directions for completing Form 509" at the end of this form SUMMARY OF AFFAIRS Limited Assets and liabilities as at 19 (see Note below) Valuation Estimated (see Note below) realisable $ $ 1. Assets not specifically charged (a) Interests in land (b) Sundry debtors (c) Cash on hand (d) Cash at bank (e) Stock as detailed in inventory (f) Work in progress as detailed in inventory (g) Plant and equipment as detailed in inventory (h) Other assets 2. Assets subject to specific charges $ Less amounts owing Total assets Total estimated realisable values 3. Less preferential creditors entitled to priority over the holders of debentures under any floating charge 4. Less amounts owing and secured by debenture or floating charge over company's assets to 5. Less preferential creditors Estimated amount available for unsecured creditors 6. Creditors (unsecured) Amount claimed ($ ) 7. Balances owing to partly secured creditors Total claims ($ ) Security held ($ ) 8. Contingent assets $ Estimated to produce 9. Contingent liabilities $ Estimated to rank for $ Estimated *deficiency/*surplus (Subject to costs of *administration/*liquidation) Share capital Issued ($ ) Paid up ($ ) (signature of *Director/*Secretary/*Principal Executive Officer) * Omit if not applicable Note: 1. State: (a) a date not earlier than the date of the passing of the resolution of the directors that the company is unable to pay its debts as and when they become due; or (b) the date of receipt of a request of a judgment creditor under subsection 436 (1) that a meeting of creditors be called for the purpose of placing the company under official management. If the summary of affairs is sent out to creditors in accordance with subparagraph 497 (2) (b) (i), it must be made up to the latest practicable date before the notices are sent. 2. Indicate for each entry whether cost or net book amount. DIRECTIONS FOR COMPLETING FORM 509 1. This form is the summary required by subparagraph 497 (2) (b) (i) and is not the report required by paragraph 497 (5) (a). Please disregard this direction if the summary is being prepared for the purposes of paragraph 436 (10) (a). 2. Under subsection 436 (11), if a copy of the report as to affairs (Form 507) is attached to each notice of meeting posted to creditors under subsection 436 (9), a summary of affairs need not be sent out. (FORM 510 OMITTED) Australian Company Number: FORM 511 Subparagraph 439 (2) (a) (ii) Corporations Law NOTICE TO CREDITORS AND MEMBERS OF SPECIAL RESOLUTION PLACING COMPANY UNDER OFFICIAL MANAGEMENT AND OF RIGHTS UNDER REGON 454 Limited I (insert name) being the *official manager/*secretary of the company, give notice that at a meeting of creditors of the company duly convened and held on (insert date) , a special resolution, a true copy of which is set out *in the Schedule/*in the annexure marked "A" (see Note below), was duly passed in accordance with paragraph 439 (1) (b). Take note that under section 454: (a) a creditor to whom the company owes, or any representative of a group of creditors to whom the company owes collectively, more than 5% of the total unsecured debts of the company; or (b) a member holding, or any representative of a group of members holding collectively, not less than 10% of the paid;nrup capital of the company; or (c) in the case of a company not having a share capital, any member holding, or representative of a group of members holding collectively, not less than 10% of the total voting rights of all members having a right to vote at all general meetings; may apply to the Federal Court of Australia or the Supreme Court of for the variation or cancellation of the resolution at any time within a period of 14 days after it has been passed. *SCHEDULE Dated 19 (signature of *Official Manager/*Secretary) * Omit if not applicable Note: Requirements relating to annexures are set out in regulation 1.06. (FORMS 512 to 514 OMITTED) Australian Company Number: FORM 515 Paragraph 436 (9) (a) Corporations Law NOTICE OF MEETING OF CREDITORS TO CONSIDER PLACING COMPANY UNDER OFFICIAL MANAGEMENT Limited On (insert date) *the majority of the directors of the company present at a meeting of directors specially called for that purpose resolved that the company is unable to pay its debts as and when they become due and payable. *a request in writing was received by the company from a creditor of the company (insert name of creditor of the company) who has a judgment against the company unsatisfied to the extent of not less than $1,000, that a meeting of creditors be called for the purpose of placing the company under official management and appointing an official manager of the company. Notice is therefore given that a meeting of creditors will be held at (specify full address including particulars such as the number of the room and of the floor or level of the building where the meeting is to be held) on (insert date) at *a.m./*p.m. for the purpose of placing the company under official management and appointing an official manager of the company. 1. The creditors may by special resolution under subsection 439 (1): (a) resolve that the company be placed under official management for such period, not exceeding 3 years, as is specified in the resolution, commencing on the date of the passing of the resolution; and (b) appoint as official manager a person named in the resolution who complies with the requirements set out in paragraph 439 (1) (b); and (c) fix the amount of salary or other remuneration of the official manager, or delegate the fixing of the amount to a committee of management. 2. At the meeting the creditors may resolve under subsection 440 (1) that a committee of management be appointed and, if so, appoint by special resolution 3 natural persons to be members of the committee. 3. In accordance with subsections 436 (10) and (11), the following documents are annexed to this notice: (a) a copy of each certificate furnished by a director of the company in accordance with subsection 436 (5); and (b) (see Note below) *a copy of the report as to the affairs of the company prepared in accordance with subsection 436 (4) (Form 507) *a summary of the affairs of the company prepared in accordance with paragraph 436 (10) (a) (Form 509) and a notice prepared in accordance with paragraph 436 (10) (b). Dated 19 (Signature of *Director/*Secretary/*Principal Executive Officer) * Omit if not applicable Note: subsection 436 (11) provides that if the company annexes to this notice a copy of the report as to the affairs of the company, it is not required to annex the summary and notice prepared in accordance with paragraphs 436 (10) (a) and (b). DIRECTION Requirements relating to annexures are set out in regulation 1.06. (FORM 516 OMITTED) Australian Company Number: FORM 518 Subsections 456 (12), (13) and (14) Corporations Law NOTICE RELATING TO MEETING OF CREDITORS CALLED TO RECEIVE REPORT OF OFFICIAL MANAGER ON CESSATION OF OFFICE Limited I, (insert name) , the person who ceased to be the official manager of the company on (insert date) inform you that a meeting of the creditors of the company called for (insert date) , for the purpose of receiving a report showing how the official management was conducted by me *was duly held on that date *was duly convened but was not held on that date due to the absence of a quorum *was not held on that date. A copy of the report is annexed. Dated 19 (signature) * Omit if not applicable DIRECTION Requirements relating to annexures are set out in regulation 1.06. (FORMS 519 and 520 OMITTED) Australian Company Number: FORM 521 Subsection 496 (2) Subregulation 5.6.12 (2) Corporations Law NOTICE OF MEETING OF CREDITORS UNDER REGON 496 Limited I, (insert name) of (insert address) give notice that, under subsection 496 (1), a meeting of the creditors of the company will be held at (insert place of meeting) on (insert date of meeting) at *a.m./*p.m. The winding up of the company commenced on and I was appointed liquidator by resolution of the members of the company. As the directors declared that the company would be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up, the liquidation is proceeding as a members' voluntary winding up. A list of creditors prepared in accordance with subsection 496 (2) is annexed. I have formed the opinion that the company will not be able to pay or provide for the payment of its debts in full within that period and this meeting is summoned in order that the creditors may, if they so wish, exercise their right under subsection 496 (5) to appoint some person other than myself to be the liquidator of the company for the purpose of winding up the affairs and distributing the property of the company. A statement of the assets and liabilities of the company will be laid before the meeting. Dated 19 (signature of liquidator) * Omit if not applicable DIRECTION Requirements relating to annexures are set out in regulation 1.06. (FORM 522 OMITTED) Australian Company Number: FORM 523 Subsections 509 (3) and (4) Corporations Law RETURN BY LIQUIDATOR RELATING TO FINAL MEETING Limited I, (insert name) of (insert address) , the liquidator of the company, give notice that *a general meeting of the company,/*a meeting of the creditors and members of the company, summoned for (insert date of meeting) ,for the purpose of laying before the meeting an account (a copy of which is annexed to this return) showing how the winding up has been conducted and how the property of the company has been disposed of and giving any explanation of the account, *was duly held on that date/*was not attended by the necessary quorum. Dated 19 (signature of liquidator) * Omit if not applicable DIRECTION Requirements relating to annexures are set out in regulation 1.06. (FORM 524 OMITTED) Australian Company Number: FORM 525 Subsection 568 (1) Corporations Law NOTICE OF DISCLAIMER OF ONEROUS PROPERTY Limited To For the purposes of subsection 568 (1), *and by leave of *the Federal Court of Australia/*the Supreme Court of , granted on (insert date) ,I (insert name) , the liquidator of the company, disclaim the following property, being property that is *land burdened with onerous covenants *shares in corporations *unsaleable or not readily saleable *an unprofitable contract. *As required by subsection 568 (6), notice of intention to disclaim the lease referred to in the Schedule was given to (set out the name of each person to whom notice was given and the date on which the notice was given to that person) and no person to whom notice was so given has required me to apply to *the Federal Court of Australia/*the Supreme Court of for leave to disclaim the lease. SCHEDULE Dated (signature of liquidator) * Omit if not applicable Australian Company Number: FORM 526 Paragraph 568 (6)(a) Regulation 5.6.03 Corporations Law NOTICE OF INTENTION TO DISCLAIM LEASE Limited To I, (insert name) , the liquidator of the company, give you notice of my intention to disclaim the lease (set out such particulars of the lease as will identify the lease and the property the subject of the lease). You may, within 28 days after this notice is given to you, serve on me a notice requiring me to apply to *the Federal Court of Australia/*the Supreme Court of for leave to disclaim the lease. Unless you serve such a notice on me within that period, the lease may be disclaimed without the leave of the Court and without further notice to you. Dated (signature of liquidator) (address of liquidator) Australian Company Number: FORM 527 Paragraph 568 (8)(a) Corporations Law APPLICATION REQUIRING LIQUIDATOR TO DECIDE WHETHER TO DISCLAIM PROPERTY Limited To (insert name), the liquidator of the company. Under paragraph 568 (8) (a), application is made to you by (full name, address and occupation of applicant) requiring you to decide whether you will disclaim the property described in the Schedule to this notice or not. The applicant has the following interest in the property: SCHEDULE Dated 19 (signature of applicant) (FORMS 528 and 528A OMITTED) FORM 529 Subregulation 5.6.12 (2) Corporations Law A.C.N. or A.R.B.N.: NOTICE OF MEETING Limited 1. Notice is given that a *meeting of the *creditors/*members/*contributories/*holders of debentures/*joint meeting of creditors and members of the company will be held at (insert address of place of meeting) on (insert date) at (insert time) *a.m./*p.m. Agenda: (Set out the purpose for which the meeting is called. If the notice relates to a meeting of creditors called under subsection 497 (1), the notice is to state that a person is not entitled to vote as a creditor at the meeting unless he or she has lodged with the chairperson of the meeting particulars of the debt or claim which he or she claims to be due to him or her from the company). 2. (To be used when the meeting is called under subsection 443 (1)). The statement and report prepared in accordance with paragraph 443 (1) (a) are available for inspection at (insert the full address of the registered office of the company) between the hours of (state the hours between which the registered office of the company is accessible to the public). Dated Signature *Omit if inapplicable. FORM 530 Regulation 5.6.13 Corporations Law A.C.N. or A.R.B.N.: STATEMENT IN WRITING OF POSTING OF NOTICE OF MEETING Limited I (name) of (address) state: 1. on (date) a notice of the time and place of the meeting (insert a description of the meeting) in the form of the annexure marked "A" (see note below) was sent by prepaid post to each person appearing in the books of the company, or otherwise known to *me/*the convener of the meeting, as a *creditor/*contributory/*member/*debenture holder; *2. the notices were addressed to the creditors according to their names and addresses appearing in the books of the company or to their last known addresses; *2. the notices were addressed to the contributories according to their names and addresses appearing in the books of the company or to their last known addresses; *2. the notices were addressed to the debenture holders according to their names and addresses appearing in the books of the company or to their last known addresses; *3. the persons notified and their addresses specified in the notices sent to them are *set out in the annexed list (see note below) / *identifiable by reference to the books of the company. Signature *Omit if inapplicable. Note: Requirements relating to annexures are set out in regulation 1.06. FORM 531 Subregulation 5.6.27(2) Corporations Law A.C.N. or A.R.B.N.: LIST OF PERSONS PRESENT AT MEETING OF *CREDITORS/*MEMBERS/*CONTRIBUTORIES/*DEBENTURE HOLDERS/*CREDITORS AND MEMBERS/*COMMITTEE OF INSPECTION Limited Meeting held at (place of meeting) on (date): No Name Represented by: Amount of proof signature of lodged or person attending debentures held (see note below) Note: In case of members or contributories, insert "number of shares" and "number of votes" according to the regulations of the company. Do not complete in the case of a meeting of a committee of inspection. FORM 532 Regulation 5.6.29 Corporations Law A.C.N. or A.R.B.N.: APPOINTMENT OF PROXY *I/*We (if a firm, strike out "I" and set out the full name of the firm) of (address), a *creditor/*contributory/*debenture holder/*member of Limited, appoint (name, address and description of the person appointed) or in his or her absence as *my/*our *general/*special proxy to vote at the *meeting of *creditors/*contributories/*debenture holders/*members/*joint meeting of members and creditors to be held on (date), or at any adjournment of that meeting (if a special proxy add the words "to vote for" or the words "to vote against" and specify the particular resolution). Dated Signature CERTIFICATE OF WITNESS (This certificate is to be completed only if the person giving the proxy is blind or incapable of writing. The signature of the creditor, contributory, debenture holder or member must not be witnessed by the person nominated as proxy) I (name), of (address), certify that the above instrument appointing a proxy was completed by me in the presence of and at the request of the person appointing the proxy and read to him or her before he or she signed or marked the instrument. Dated Signature of witness Description Place of residence * Omit if inapplicable. FORM 533 Subregulation 5.6.39 (3) Corporations Law A.C.N. or A.R.B.N.: NOTICE TO SUBMIT PARTICULARS OF DEBT OR CLAIM Limited Take notice that creditors of the company, whose debts or claims have not already been admitted, are required on or before (date) to submit particulars of their debts or claims and of any security held by them to me and, if subsequently required by notice in writing from me, must formally prove their debts or claims and establish any title they may have to priority by statement in writing. If they do not comply with this notice they will be excluded from: (a) the benefit of any distribution made before their debts or claims are proved or their priority is established; and (b) objecting to the distribution. Dated Signature of liquidator Address FORM 534 Subregulation 5.6.48 (3) Corporations Law A.C.N. or A.R.B.N.: NOTICE INVITING FORMAL PROOF OF DEBT OR CLAIM Limited Take notice that creditors of the company, whose debts or claims have not already been admitted, are required on or before (date) to prove their debts or claims and to establish any title they may have to priority by delivering or posting to me at my address a formal proof of debt or claim in accordance with Form 535 or 536 containing their respective debts or claims. If they do not they will be excluded from: (a) the benefit of any distribution made before their debts or claims are proved or their priority is established; and (b) objecting to the distribution. Form of proof may be obtained from me. Dated 19 Signature of Liquidator Address FORM 535 Subregulation 5.6.49 (2) Corporations Law A.C.N. or A.R.B.N.: FORMAL PROOF OF DEBT OR CLAIM (GENERAL FORM) To the liquidator of Limited 1. This is to state that the company was on (date of court order in winding up by the Court, or date of resolution to wind up, if a voluntary winding up), and still is, justly and truly indebted to (full name and address of the creditor and, if applicable, the creditor's partners. If prepared by an employee or agent of the creditor, also insert a description of the occupation of the creditor) for dollars and cents. Particulars of the debt are: Date Consideration Amount Remarks (state how $ c (include details the debt arose) of voucher substantiating payment) 2. To my knowledge or belief the creditor has not, nor has any person by the creditor's order, had or received any satisfaction or security for the sum or any part of it except for the following: (insert particulars of all securities held. If the securities are on the property of the company, assess the value of those securities. If any bills or other negotiable securities are held, show them in a schedule in the following form). Date Drawer Acceptor Amount Due date $ c *3. I am employed by the creditor and authorised in writing by the creditor to make this statement. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. *3. I am the creditor's agent authorised in writing to make this statement in writing. I know that the debt was incurred for the consideration stated and that the debt, to the best of my knowledge and belief, remains unpaid and unsatisfied. Dated Signature Occupation Address *Do not complete if this proof is made by the creditor personally FORM 536 Subregulation 5.6.49 (2) Corporations Law A.C.N. or A.R.B.N.: FORMAL PROOF OF DEBT OR CLAIM ON BEHALF OF EMPLOYEES To the liquidator of Limited I (full name of person making the statement) of (full address) being (occupation) state: 1. the company was, on (date of court order in winding up, if winding up was by the Court, or date of resolution to wind up if a voluntary winding up), and still is, indebted to the persons whose names, addresses and descriptions appear in Columns 2, 3 and 4 in the Schedule; 2. the debt is for wages, salaries, annual leave, retrenchment payments or long service leave, due to them for services rendered while employed by the company during the periods set out in Column 5 against the names of the persons; 3. the debt of the company due to each person is for the amount set out in Column 6 against the name of that person; 4. none of those persons has had or received any satisfaction or security in respect of that debt; 5. I am authorised as and the source of my information is as follows: SCHEDULE Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 No Full name Address of Description Period for Amount employee which claim of claim is made (see note below) Dated Signature Note: In case of a claim for annual leave or long service leave, insert a description of the claim. FORM 537 Subregulation 5.6.54 (1) Corporations Law A.C.N. or A.R.B.N.: NOTICE OF REJECTION OF FORMAL PROOF OF DEBT OR CLAIM Limited To of 1. Your claim against the company set out in the formal proof of debt or claim of (name of person submitting original proof of debt or claim) made on (date) has been *wholly disallowed/*disallowed to the extent of (particulars of part of claim disallowed)/*allowed in the sum of $ /*allowed to the extent of your claim for (particulars of part of claim allowed). 2. My grounds for disallowance of (particulars of part of claim referred to) are as follows: 3. If you are dissatisfied with my determination as set out above, you may appeal against it, no later than (number of days, being not less than 14) days after the service of this notice or, if the Court allows, within any further period, to the *Federal Court of Australia/*the Supreme Court of (State or Territory) . If you do not do so, your claim will be assessed in accordance with this determination. Dated Signature of liquidator Address * Omit if inapplicable. FORM 538 Regulation 5.6.58 Corporations Law A.C.N. or A.R.B.N.: PROVISIONAL LIST OF CONTRIBUTORIES Limited The following is a provisional list of persons to be placed on the list of contributories that I have made from the records of the company, together with the number of their shares or the extent of their interest, their addresses and other particulars: PART 1 PERSONS WHO ARE CONTRIBUTORIES IN THEIR OWN RIGHT Serial Name Description Number Amount Amount Amount No. of class of of shares called up paid up not called contributory (or extent at date at date up at of interest) of start of start date of of winding of winding start of up up winding up PART 2 CONTRIBUTORIES WHO ARE REPRESENTATIVES OF, OR LIABLE FOR THE DEBTS OF, OTHERS Serial Name Address Description Number Amount Amount Amount No. of class of of shares called up called up not called contributory (or extent at date at date up at and in of interest)of start of start date of what of winding of winding start of character up up winding up included Dated Signature of liquidator (FORM 539 OMITTED) FORM 540 Subregulation 5.6.59 (2) Corporations Law STATEMENT IN WRITING OF POSTING OF NOTICES OF APPOINTMENT TO SETTLE LIST OR SUPPLEMENTARY LIST OF CONTRIBUTORIES Limited 1. On (date) a notice of the time and place appointed to settle the *list/*supplementary list of contributories in the form of the annexure marked "A" (see Note below) was sent by prepaid post to each person included in the liquidator's *provisional list/*provisional supplementary list of contributories of the company dated (date). 2. The notices were addressed to the contributories in the *provisional list/*provisional supplementary list according to their names and last known addresses appearing in the records of the company. Signature Name of person completing the statement Address * Strike out whichever is inapplicable. Note: Requirements relating to annexures are set out in regulation 1.06. FORM 541 Subregulation 5.6.60 (2) Corporations Law A.C.N. or A.R.B.N.: CERTIFICATE OF LIQUIDATOR OF FINAL SETTLEMENT OF LIST OF CONTRIBUTORIES Limited I (name), the liquidator of the company, certify that the result of the settlement of the list of contributories of the company is as follows: 1. The persons named in Column 2 of Schedule 1 have been included in the list of contributories as contributories of the company in respect of the number of shares or extent of interest set out opposite their names. I have listed in Part 1 of Schedule 1, contributories in their own right and, in Part 2 of Schedule 1, contributories who are representatives of, or liable for the debts of, others. 2. The persons named in Column 2 of Schedule 2 were included in the provisional list of contributories, but have been excluded from the settled list of contributories. 3. In Column 6 of Schedule 1 and in Column 6 of Schedule 2, I have set out opposite the name of each person the date when that person was included in or excluded from the list of contributories. 4. In Columns 7 and 8 of Schedule 1, I have set out opposite the name of each person the amount called up at the date of the commencement of the winding up and the amount paid up at that date in respect of the shares, or interest, of that person. SCHEDULE 1 PERSONS INCLUDED IN THE LIST OF CONTRIBUTORIES PART 1: CONTRIBUTORIES IN THEIR OWN RIGHT 1 2 3 4 5 Serial Name Address Description Number of class of of shares contributory (or extent and in what of interest character included 6 7 8 9 Date Amount Amount paid Amount not when called up at date of called up at included up at start of date of start in list date of winding up of winding up start of winding up PART 2: CONTRIBUTORIES WHO ARE REPRESENTATIVES OF, OR LIABLE FOR THE DEBTS OF, OTHERS 1 2 3 4 5 No Name Address Description Number of of class of shares (or contributory extent of and in what interest) character included 6 7 8 9 Date Amount Amount paid Amount not when called up at date of called up at included up at start of date of start in list date of winding up of winding up start of winding up SCHEDULE 2 PERSONS EXCLUDED FROM THE LIST OF CONTRIBUTORIES 1 2 3 4 5 6 No Name Address Description Number of Date of person shares (or when and in what extent of excluded character interest) from list proposed to be included Dated Signature of liquidator FORM 542 Subregulation 5.6.61 (1) Corporations Law A.C.N. or A.R.B.N.: PROVISIONAL SUPPLEMENTARY LIST OF CONTRIBUTORIES Limited The following is a list of persons that I have found, since making out the annexed list of contributories dated 19 , to be, or to have been, *holders of shares in/*members of the company, and who to the best of my knowledge and belief are contributories of the company: (insert list in the same form as the original list: see Form 538) Dated Signature of liquidator *Omit if inapplicable FORM 543 Subregulation 5.6.61 (1) Corporations Law A.C.N. or A.R.B.N.: CERTIFICATE OF LIQUIDATOR OF SETTLEMENT OF SUPPLEMENTARY LIST OF CONTRIBUTORIES Limited I (name), the liquidator of the company, certify that the result of the settlement of the provisional supplementary list of contributories of the company that I made out on (date) is as follows: (set out the Certificate and Schedules as in Form 541) Dated Signature of liquidator FORM 544 Subregulation 5.6.62 (4) Corporations Law A.C.N. or A.R.B.N.: NOTICE TO CONTRIBUTORY OF FINAL SETTLEMENT OF LIST OR SUPPLEMENTARY LIST OF CONTRIBUTORIES AND OF INCLUSION IN LIST Limited To of Take notice that I (name), the liquidator of the company, on (date) settled the list of contributories of the company. You are included in that list. The character, if applicable, in which, and the number of shares, or extent of interest, for which, you are included, and the amounts called up, paid up and unpaid in respect of those shares or that interest are stated in the Schedule. You may apply to vary the list of contributories, or to remove your name from the list, by making an application to *the Federal Court of Australia/*the Supreme Court of (State or Territory) within 21 days from the service on you of this notice or, if the Court allows, any further period. You may inspect the list at my office at (address) from Monday to Friday inclusive between the hours of (insert times making up not less than 3 hours during the normal working day) and . SCHEDULE No. Name Address Description Number of of class of shares (or contributory extent of and in what interest) character included Amount Amount Amount Amount not called up at paid up at unpaid at called up at date of start date of date of date of start of winding up start of start of of winding up winding up winding up Dated Signature of liquidator * Omit if not applicable. FORM 545 Subregulation 5.6.62 (5) Corporations Law STATEMENT IN WRITING OF GIVING NOTICE TO PERSONS PLACED ON THE LIST OR SUPPLEMENTARY LIST OF CONTRIBUTORIES Limited I (name), the liquidator of the company, state: 1. I did on (date) send by prepaid post to each person named in Schedule 1 to the liquidator's certificate of the final settlement of the *list/*supplementary list of contributories of the company dated a copy of the notice in the form of the annexure marked "A" (see note below); 2. At the foot of each copy, I inserted the same particulars under the respective headings as are set out in that Schedule; 3. The notices were addressed to the contributories in the *list/*supplementary list according to their names and last known addresses appearing in the records of the company. Signature Address * Omit if inapplicable. Note: Requirements relating to annexures are set out in regulation 1.06. FORM 546 Subregulation 5.6.65 (1) Corporations Law NOTICE OF INTENTION TO DECLARE A DIVIDEND Limited A dividend (state the number of the dividend, e.g. "first", "second") is to be declared on (date) for the company. Creditors whose debts or claims have not already been admitted are required on or before (date) formally to prove their debts or claims. If they do not, they will be excluded from the benefit of the dividend. Dated Signature of liquidator Address FORM 547 Subregulation 5.6.65 (1) Corporations Law NOTICE TO CREDITOR OR PERSON CLAIMING TO BE A CREDITOR OF INTENTION TO DECLARE A DIVIDEND Limited A dividend (state the number of the dividend, e.g. "first", "second") is to be declared on (date) for the company. *You are listed as a creditor in the report on the affairs of the company; *You are known to me to claim to be a creditor, but your debt or claim has not yet been admitted. You are required formally to prove your debt or claim on or before (date). If you do not, you will be excluded from the benefit of the dividend. Dated Signature of liquidator Address * Omit if inapplicable. FORM 548 Subregulation 5.6.65 (1) Corporations Law NOTICE TO CREDITOR OR PERSON CLAIMING TO BE A CREDITOR OF INTENTION TO DECLARE A FINAL DIVIDEND Limited A final dividend is to be declared on (date) for the company. You are required formally to prove your debt or claim on or before (date). If you do not, I will exclude your claim from participation, and I will proceed to make a final dividend without having regard to it. Signature of liquidator Address FORM 549 Subregulation 5.6.67 (3) Corporations Law NOTICE OF DECLARATION OF DIVIDEND Limited (State the number of the dividend, e.g. "First", "Second") dividend. A dividend at the rate of in the dollar has been declared for the company and a cheque is attached for $ calculated at that rate on your debt as admitted to rank for dividend for $ . Dated Signature of liquidator Address FORM 550 Regulation 5.6.70 Corporations Law AUTHORITY TO LIQUIDATOR TO PAY DIVIDEND TO A PERSON NAMED Limited To the Liquidator *I/*We authorise and request you to pay to (name) of (address) all dividends as they are declared for the company, and that become due and payable to *me/*us in respect of *my/*our claim for $ against the company. *I/*We further request that cheques drawn for those dividends are made payable to the order of (name). This authority remains in force until revoked by *me/*us in writing. Date Signature of creditor Name of creditor *Omit if inapplicable. FORM 551 Subregulation 5.6.71 (1) Corporations Law (Note: Before completing this schedule please read carefully the "Direction for completing Form 551" at the end of this form) SCHEDULE OF CONTRIBUTORIES OR OTHER PERSONS TO WHOM A DISTRIBUTION OF SURPLUS IS TO BE PAID Limited Serial No. in Name of Address Number of Total amount Total Amount settled list contributory shares held called up paid up as in as set out settled list in settled list (Schedule to Form 551 continues across page) SCHEDULE OF CONTRIBUTORIES, OR OTHER PERSONS, TO WHOM A DISTRIBUTION OF SURPLUS IS TO BE PAID Arrears of calls Previous Amount of Net distribution Date and at date of return distribution of distribution payable particulars capital payable per of transfer appropriated by share of interest liquidator for or other arrears of calls variation in list Signature of liquidator Date DIRECTION FOR COMPLETING FORM 551 If the Articles: (a) provide that the amount divisible among members or any class of members must be divisible in proportion to the amount paid up or that ought to have been paid up at the date of winding up; or (b) contain any other provision that requires further information before a distribution can be made; columns should be added showing the amount called up and the amount paid up at that date in respect of shares then held by those members or that class of members, or any other facts that may be required. FORM 552 Subregulation 5.6.71 (2) Corporations Law NOTICE OF DISTRIBUTION OF SURPLUS TO CONTRIBUTORIES OR OTHER PERSONS Limited A distribution of surplus at the rate of per share has been declared for the company and a cheque is attached for $ calculated at that rate per share on your (number) shares. Dated 19 Signature of liquidator Address FORM 553 Regulation 5.6.72 Corporations Law AUTHORITY TO LIQUIDATOR TO PAY DISTRIBUTION OF SURPLUS TO A PERSON NAMED Limited To the Liquidator *I/*We authorise and request you to pay to (name) of (address) any distribution of surplus payable to *me/*us for the company. *I/*We further request that the cheque drawn for that distribution be made payable to the order of (name). This authority remains in force until revoked by *me/*us in writing. Dated Signature Name(s) of person(s) completing this authority * Omit if inapplicable. FORM 601 Regulation 6.3.01 Corporations Law NOTICE OF DATE OF SERVICE OF PART A STATEMENT To the Australian Securities Commission Take notice that (name of offeror) served a Part A statement on (name of target company) on the day of 19 Dated this day of 19 (Signature of offeror)(1) DIRECTION (1) In the case of a body corporate to be signed by a director or the secretary. (FORMERLY FORM 1 COMPANIES (ACQUISITION OF SHARES) REGULATIONS) FORM 602 Regulation 6.4.01 Corporations Law NOTICE OF TERMS OF ANNOUNCEMENT UNDER PARAGRAPH 681 (4) (b) To the Commission Take notice that on the day of 19 , (name of on-market offeror) made an announcement at an official meeting of the (name of stock exchange) in the following terms: (Here set out announcement) Dated (Signature of on-market offeror)(1) DIRECTION (1) In the case of a body corporate to be signed by a director or the secretary. (FORMERLY FORM 2 COMPANIES (ACQUISITION OF SHARES) REGULATIONS) FORM 602A Subsection 701(2) CHAPTER 6 - ACQUISITION OF SHARES NOTICE TO DISSENTING OFFEREE UNDER TAKEOVER SCHEME OR ANNOUNCEMENT To (1) Shareholdings in (2) 1. *Under a takeover scheme takeover offers were made by (3) *Under a takeover announcement takeover offers were made on behalf of (3) (in this notice called "the offeror") in respect of the acquisition of (4) shares in the above-named company and the last day on which offers remained open was (5). 2. The offeror has become entitled to (;s6) shares being not less than 90% of the shares included in the class of shares in respect of which the takeover offer or takeover announcement was made. 3. (a) (10)(6) of the offerees (being not less than three-quarters) have disposed of the shares to the offeror. (b) (6) persons registered as the holders of the shares immediately before the day on which the Part A statement was served or the takeover announcement was made were not registered at the end of one month after the end of the offer period. 4. You are, or are entitled to be, registered as the holder of outstanding shares in respect of which an offer was made, but have not accepted the takeover offer. 5. Under subsection 701 (2) of the Corporations Law, the offeror gives you notice that the offeror desires to acquire those outstanding shares. 6. You are entitled, by notice in writing given to the offeror within one month after your being given this notice, to ask the offeror for a statement in writing of the names and addresses of all other dissenting offerors. 7. (9) You are entitled, within one month after your being given this notice, or within 14 days after your being given a statement requested under section 701 (9) of the Corporations Law (as referred to in paragraph 6 of this notice), whichever is the later, by notice in writing to the offeror, to specify which of the following alternative terms you wish to apply to the acquisition of the remaining shares (7). If you fail to give notice specifying which of the alternative terms you wish to apply to the acquisition of the outstanding shares, the offeror may, unless the Court otherwise orders, determine which of those alternatives is to apply. 8. The offeror is entitled and bound to acquire the outstanding shares under subsection 701 (5) of the Corporations Law, subject to the other provisions of section 701, on the terms that were applicable under the takeover scheme or takeover announcement immediately before the offer closed. 9. Unless on application made by you within one month after your being given this notice or within 14 days after your being given a statement under subsection 701 (9) of the Corporations Law (as referred to in paragraph 6 of this notice), whichever is the later, the Court otherwise orders, the offeror must comply with paragraph 8 of this notice. Dated Signed (8) * Strike out if inapplicable DIRECTIONS (1) Name and address of dissenting offeree. (2) Name of target company. (3) Name of offeror or offerors. (4) Insert description of shares or class of shares to which the offer related. (5) Date. (6) Insert appropriate number. (7) Insert details of alternative terms. (8) To be signed: (a) where the offeror is or includes a natural person or natural persons, by the person or by each of the persons; or (b) where the offeror is or includes a corporation or corporations, by a director or secretary or the principal executive officer of the corporation or each of the corporations. (9) Insert item 7 only where alternative terms are included in the offer. (10) Item 3 is to be inserted in addition to item 2 only if the offeror had a relevant interest in more than 10% of the shares in the relevant class at the commencement of the offer period (see paragraph 701 (2) (c) of the Corporations Law) (FORMERLY FORMS 3 AND 4 COMPANIES (ACQUISITION OF SHARES) REGULATIONS) FORM 602B Subsection 703 (1) Corporations Law NOTICE TO REMAINING SHAREHOLDERS UNDER TAKEOVER SCHEME OR ANNOUNCEMENT To (1) Shareholdings in (2) 1. *Under a takeover scheme takeover offers were made by(3) *Under a takeover announcement takeover offers were made on behalf(in this notice called "the offeror") in respect of the acquisition of(4) shares in the above-named company and the last day on the which the offers remained open was (5) 2. You are, or are entitled to be, registered as the holder of remaining shares in respect of which an offer was made, but have not accepted the takeover offer. 3. The offeror hereby gives you notice under subsection 703 (1) of the Corporations Law, that during the relevant period the offeror has become entitled to not less than 90% of the shares included in the class in respect of which the Part A statement or the Part C statement was served. 4. You, as the holder of remaining shares included in that class, are entitled under subsection 703 (2) of the Corporations Law, within 3 months after your being given this notice, to require the offeror to acquire shares included in that class of which you are the holder and, subject to section 703 of the Corporations Law, the offeror will then be entitled and bound to acquire those shares. 5. Unless otherwise agreed, or as the Court on your application or on the application of the offeror otherwise orders, the terms on which the shares will be acquired by the offeror will be the same as the terms on which the shares of that class were acquired under: *the takeover scheme *the takeover announcement (and, where an alternative is elected by you under subsection 703 (2) of the Corporations Law from the terms offered, will be the terms that you have elected) (6). Dated Signed (7) * Omit if inapplicable. DIRECTIONS (1) Name and address of remaining shareholder. (2) Name of target company. (3) Name of offeror or offerors. (4) Insert description of shares or class of shares to which the offer related. (5) Date. (6) Insert the words in brackets only where alternative terms were included in the offer. (7) To be signed: (a) where the offeror is or includes a natural person or natural persons, by the person or by each of the persons; or (b) where the offeror is or includes a corporation or corporations, by a director or secretary or the principal executive officer of the corporation or each of the corporations. (FORMERLY FORMS 5 AND 6 COMPANIES (ACQUISITION OF SHARES) REGULATIONS) FORM 602C Subsection 703 (4) Corporations Law NOTICE BY OFFEROR TO HOLDER OF NON-VOTING SHARES OR RENOUNCEABLE OPTION OR CONVERTIBLE NOTE TO WHICH OFFEROR NOT ENTITLED To (1) Shareholdings in (2) 1. (3) *Under a takeover scheme takeover offers were made by (4) *Under a takeover announcement offers were made on behalf of (4) (in this notice called "the offeror") in respect of the acquisition of (5) shares in the above-named company. 2. The offeror hereby gives you notice, under subsection 703 (4) of the Corporations Law, that during the relevant period the offeror has become entitled to not less than 90% of the voting shares in the company. 3. You, as the holder of: (3) shares in the company that are not voting shares in respect of which you are, or are entitled to be, registered as the holder a renounceable option granted to you a convertible note issued to you being (;s6), are entitled, under paragraph 703 (8) (a) of the Corporations Law, within 3 months after the giving of this notice, to require the offeror to acquire the (3) shares/option/note of which you are the holder and, subject to section 703 of the Corporations Law, the offeror will then be entitled and bound to acquire the (3) shares/option/note. 4. If you serve a notice on the offeror under paragraph 703 (8) (a) of the Corporations Law the acquisition will be effected on such terms as are agreed or as are ordered by the Court on your application or on an application of the offeror. 5. The details of the consideration for which, and the other terms on which, the offeror is now prepared to acquire the (3) shares/option/note are (7). Dated Signed (8) * Omit if inapplicable. DIRECTIONS (1) Name and address of holder. (2) Name of target company. (3) Delete whichever does not apply. (4) Name of offeror or offerors. (5) Insert description of shares or class of shares to which the offer related. (6) Insert description of interest to which the notice relates. (7) Insert this paragraph, including details of consideration and other terms, if an offer is to be made by the notice. (8) To be signed: (a) where the offeror is or includes a natural person or natural persons, by the person or by each of the persons; or (b) where the offeror is or includes a corporation or corporations, by a director or secretary or the principal executive officer of the corporation or each of the corporations. Note: This notice is required by subsection 703 (5) of the Corporations Law to be accompanied by a copy of a report made by an expert in accordance with that subsection where terms for the acquisition are proposed by the offeror. Subsection 703 (6) states that where 2 or more reports are obtained, each of which could be used for the purposes of compliance with subsection 703 (5), this notice is to be accompanied by a copy of each report. (FORMERLY FORM 7 COMPANIES (ACQUISITION OF SHARES) REGULATIONS) FORM 603 Subsection 709 (3) Corporations Law NOTICE OF INTERESTS OF SUBSTANTIAL SHAREHOLDER UNDER SUBREGON 709 (1) To Limited. 1. Take notice that of on the day of 19 became a substantial shareholder. Particulars of the voting shares in which that substantial shareholder or an associate had a relevant interest or relevant interests at that date are set out below in respect of each holder of a relevant interest: (a) Name and address of holder (b) The number and description of the voting shares of each class of shares in the company in which each relevant interest is held (1) (c) The name and address of each person registered as holder of any of the voting shares in which the relevant interest is held and particulars of the shares in respect of which each of those persons is registered as holder (1) (d) The name and address of each person entitled to become registered as holder of any of the voting shares in which the relevant interest is held and particulars of the shares in respect of which each of those persons is entitled to become registered as holder (e) The date of each acquisition of a relevant interest within the previous 12 months and the number of voting shares of each class of shares in the company acquired at that date, if any (f) The valuable consideration for each acquisition in the previous 12 months, including the nature of any part that did not consist of money. 2. (a) The total number of voting shares of each class of shares in the company in which the substantial shareholder and his or her associates hold relevant interests is: (b) The numbers of voting shares of each class of shares in the company specified in accordance with paragraph (a) are the following percentages of the total numbers of voting shares of those classes: 3. The reasons why a person named in paragraph 1 is considered an associate for the purposes of Division 2 of Part 1.2 are as follows: 4. (2) Particulars of any contract, scheme, arrangement or other circumstance by reason of which the substantial shareholder or an associate, as the case may be, acquired the relevant interest or relevant interests referred to above (exclude particulars relating to interests acquired more than 12 months previously, where the holder has, throughout the period of 12 months immediately before the date of the notice, been the registered shareholder of those shares) are as follows: 5. Particulars of the nature of the relevant interest or relevant interests are as follows: *6. (3) Particulars of any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers of those shares are as follows: *7. Particulars of any additional benefit that any person from whom a relevant interest was acquired has, or may, become entitled to receive, whether on the happening of a contingency or not, in relation to that acquisition, other than the valuable consideration mentioned in paragraph 1, are as follows: Dated this day of 19 (Signature) *Director/*Principal Executive Officer/*Secretary/*Substantial shareholder *Strike out if inapplicable. (1) If none, state accordingly. (2) Where regulation ( ) applies, a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must be annexed to this form together with a statement in writing certifying the copy or memorandum. (3) Indicate clearly to which group of voting shares the qualification applies. DIRECTIONS 1. This form must contain particulars of relevant interests held by a person or his or her associates at the date on which that person became a substantial shareholder. Notice of any change in those particulars must be given, if required, in accordance with Form 604 or 605, prescribed for the purposes of subsection 710 (3) or 711 (3) of the Corporations Law, as the case may be. 2. For the purposes of completing this form, where the voting shares of a company are not divided into 2 or more classes, those shares must be taken to constitute a class. 3. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure. 4. Requirements relating to annexures are set out in regulation 1.06. (FORMERLY FORMS 42 COMPANIES REGULATIONS) FORM 604 Subsection 710 (3) Corporations Law CHANGE IN INTERESTS OF SUBSTANTIAL SHAREHOLDER UNDER SUBREGON 710 (1) To Limited. 1. Take notice that of , a substantial shareholder, gives notice of a change in relevant interests. Particulars relating to the relevant interests and changes including a change in relevant interests of an associate of the substantial shareholder are set out below. A. Particulars of each relevant interest at the time at which the substantial shareholder was last required to give a substantial shareholding notice to the company (a) (i) Name and address of holder of relevant interest (ii) Number and description of voting shares of each class of shares in the company in which relevant interest held (1) (iii) Name and address of each person registered as holder of voting shares (1) (iv) Name and address of each person entitled to become registered as holder of any of the voting shares and particulars of the shares in respect of which the person is entitled to become registered as holder (b) The total number of voting shares of each class of shares in the company in which the substantial shareholder and his or her associates held relevant interests was (c) The numbers of voting shares of each class of share in the company specified in accordance with paragraph (b) are the following percentages of the total numbers of voting shares of those classes: (d) Reasons why each person named in paragraph (a) was considered an associate for the purposes of Division 2 of Part 1.2 are as follows: B. Particulars of each change in relevant interests since the time at which the substantial shareholder was last required to give a substantial shareholding notice to the company (a) Date of change in relevant interest (b) Whether the change was a change in the relevant interest of an associate of the substantial shareholder and, if so, the name and address of that associate (c) Particulars of the valuable consideration given in relation to the change, including nature of any part of the consideration that did not consist of money, are as follows: (2) (d) Particulars of any contract, scheme, arrangement or other circumstance because of which the change in the relevant interest(s) occurred are as follows: (3) (e) Particulars of any qualification of the power of a person to exercise, control the exercise of or influence the exercise of, the voting powers of those shares in which the relevant interest in which the change occurred is held, are as follows: (f) Particulars of any additional benefit that a person has, or may, become entitled to receive, whether on the happening of a contingency or not, because of the change in the relevant interest are as follows: C. Particulars of each relevant interest after the change in relevant interests because of which this notice is required to be given (a) (i) Name and address of holder of relevant interest (ii) Number and description of voting shares of each class of shares in the company in which relevant interest is held (iii) Name and address of each person entitled to become registered as holder of voting shares after change (b) The total number of voting shares of each class of shares in the company in which the substantial shareholder and his or her associates hold relevant interests is (c) The numbers of voting shares of each class of share in the company specified in accordance with paragraph (b) are the following percentages of the total numbers of voting shares of those classes: Dated this day of 19 (Signature) *Director/*Secretary/*Principal Executive Officer/*Substantial shareholder *Strike out if inapplicable. (1) If none, state accordingly. (2) In accordance with regulation ( ) a copy of the contract, scheme or arrangement, or where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must be annexed to this form together with a statement in writing certifying the copy or memorandum. (3) Indicate clearly to which group of voting shares the qualification applies. DIRECTIONS 1. This form must contain particulars of the change in the relevant interest or relevant interests to which it refers as at the date on which the substantial shareholder last became required to give a notice to the company under subsection 710 (3) of the Corporations Law. Notice of any subsequent change in those particulars must be given in an additional notice in accordance with Form 604 or 605, prescribed under subsection 710 (3) or 711 (3) of the Corporations Law, as the case requires. 2. For the purposes of completing this form, where the voting shares of a company are not divided into 2 or more classes, those shares must be taken to constitute a class. 3. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure. 4. Requirements relating to annexures are set out in regulation 1.06. (FORMERLY FORM 43 COMPANIES REGULATIONS) FORM 605 Subsection 711 (3) Corporations Law NOTICE UNDER SUBREGON 711 (1) OF PERSON CEASING TO BE A SUBSTANTIAL SHAREHOLDER To Limited 1. Take notice that of has ceased to be a substantial shareholder or associate of a substantial shareholder. Particulars relating to each relevant interest disposed of and of the disposal are set out below. A. Particulars of each relevant interest at the time at which the substantial shareholder was last required to give a substantial shareholding notice to the company (a) Name and address of holder of relevant interest (b) Number and description of voting shares of each class of shares in the company (1) (c) Name and address of each person registered as holder of voting shares B. Particulars of each change in relevant interests subsequent to the time at which the substantial shareholder was last required to give a notice to the company under subsection 710 (1) or 711 (1), or subsection 710 (2) or 711 (2), of the Corporations Law, as the case requires (a) Date of change in relevant interests (b) Whether the change was a change in the relevant interest or relevant interests of an associate of the substantial shareholder and, if so, the name and address of the associate (c) Particulars of the valuable consideration given in relation to the change, including the nature of any part of the consideration that did not consist of money, are as follows: (d) Particulars of any contract, scheme, arrangement or other circumstance because of which the change in the relevant interest(s) occurred are as follows: (2) (e) Particulars of any qualifications of the power of a person to exercise, control the exercise of or influence the exercise of, the voting powers of those shares in which the relevant interest in which the change occurred is held, are as follows: (f) Particulars of any additional benefit that a person has, or may become entitled to receive, whether on the happening of a contingency or not, because of the change in the relevant interest are as follows: C. Particulars consequent on the change because of which the person ceased to be a substantial shareholder (1) (a) Name and address of any person entitled to become registered as holder of voting shares (b) Date on which person ceased to be a substantial shareholder (c) Valuable consideration for disposal of relevant interest including nature of any part of the consideration that did not consist of money (d) Name and address of holder of relevant interest 2. (3) Particulars of any contract, scheme, arrangement or other circumstances because of which the person ceased to be a substantial shareholder are as follows: 3. Particulars of any additional benefit that the person or an associate has, or may, become entitled to receive, whether on the happening of a contingency or not, as a consequence of ceasing to be a substantial shareholder, are as follows: 4. The nature of each relevant interest disposed of is as follows: Dated this day of 19 (Signature) *Director/*Secretary/*Principal Executive Officer/*Former substantial shareholder * Omit if inapplicable. (1) If none, state accordingly. (2) Indicate clearly to which group of voting shares the qualification applies. (3) In accordance with regulation ( ) a copy of the contract, scheme or arrangement, or, where applicable, a memorandum giving full particulars of the contract, scheme, arrangement or other circumstance, must accompany this form together with a statement in writing certifying the copy or memorandum. DIRECTIONS 1. This form must contain particulars of the disposal of the relevant interest or relevant interests to which it refers as at the date of the disposal. Notice of any subsequent change in those particulars must be given, if required, in an additional notice in accordance with Form 603, 604 or 605, prescribed under subsection 709 (3), 710 (3) or 711 (3), as the case requires. 2. For the purposes of completing this form, where the voting shares of a company are not divided into 2 or more classes, those shares must be taken to be a class. 3. Where there is insufficient space on this form to furnish the required information, the information is to be shown in a separate annexure. 4. Requirements relating to annexures are set out in regulation 1.06. (FORMERLY FORM 44 COMPANIES REGULATIONS) FORM 606 Subregulation 6.8.01 Corporations Law PRIMARY NOTICE UNDER SUBREGON 718 (1) REQUIRING STATEMENT OF RELEVANT INTEREST To: Take notice that the Australian Securities Commission requires you, as the holder of (number) voting shares in (name of company), a company within the meaning of section 707 of the Corporations Law, to give to the Commission: (a) in accordance with subsection 722 (1) of the Corporations Law; and (b) within 2 business days after you have received this notice; a statement in writing setting out: (c) full particulars of your (1) relevant interest in those shares and the circumstances because of which you acquired that interest; and (d) so far as you know, full particulars of: (i) the name and address of every other person who has a relevant interest in any of the shares; and (ii) each such interest and the circumstances because of which the person has that interest; and (iii) the name and address of each person who has given to you (2) relevant instructions in relation to any of the shares; and (iv) those relevant instructions; and (v) the date(s) on which the instructions were given to you. Dated (Signature) Signed for the Australian Securities Commission by (name) NOTES (1) See Division 5 of Part 1.2 of the Corporations Law. (2) See section 717 of the Corporations Law. DIRECTION Under subsection 721 (1) of the Corporations Law, an application for exemption from providing any or all of the required particulars may be lodged with the Australian Securities Commission within 2 business days after this notice is received. The Australian Securities Commission may, under subsection 721 (2) modify this requirement to give information. FORM 607 Subregulation 6.8.01 (2) Corporations Law NOTICE UNDER SUBREGON 718 (2) REQUESTING THE AUSTRALIAN SECURITIES COMMISSION TO GIVE A NOTICE UNDER PART 6.8 To the Australian Securities Commission Take notice that: * (name of company), a company within the meaning of section 717 of the Corporations Law * a member of (name of company), a company within the meaning of section 717 of the Corporations Law requests the Australian Securities Commission to give a primary notice, in relation to voting shares of the company, to the following person(s): of of of The following information is relevant to this request (1): Dated (Signature) *Director/*Secretary/*Principal Executive Officer/*member * Omit if inapplicable. NOTE (1) The company or member requesting the Commission to issue the notice under subsection 718 (3) should note that the Commission will not give a notice if it considers that, in all the circumstances, it would be unreasonable to do so. For this reason, you are encouraged to provide all information relevant to the Commission's decision. FORM 608 Subregulation 6.8.01 (3) Corporations Law NOTICE UNDER SUBREGON 718 (4) REQUIRING STATEMENT OF RELEVANT INTEREST To: Take notice that (name of company) of (address), a company within the meaning of section 717 of the Corporations Law, requires you, as the holder of (number) voting shares in (name of company), a company within the meaning of section 707 of the Corporations Law, to give to the company giving this notice: (a) in accordance with subsection 722 (1) of the Corporations Law; and (b) within 2 business days after you have received this notice; a statement in writing setting out: (c) full particulars of your (1) relevant interest in those shares and the circumstances because of which you acquired that interest; and (d) so far as you know, full particulars of: (i) the name and address of every other person who has a relevant interest in any of the shares; and (ii) each such interest and the circumstances because of which the person has that interest; and (iii) the name and address of each person who has given to you (2) relevant instructions in relation to any of the shares; and (iv) those relevant instructions; and (v) the date(s) on which the instructions were given to you. Dated (Signature) Signature of *Director/*Secretary/*Principal Executive Officer * Omit if inapplicable. NOTES (1) See Division 5 of Part 1.2 of the Corporations Law. (2) See section 717 of the Corporations Law. DIRECTION Under subsection 721 (1) of the Corporations Law, an application for exemption from providing any or all of the required particulars may be lodged with the Australian Securities Commission within 2 business days after this notice is received. The Australian Securities Commission may, under subsection 721 (2) modify this requirement to give information. FORM 609 Subregulation 6.8.01 (4) Corporations Law NOTICE UNDER SUBREGON 719 (1) REQUIRING STATEMENT OF RELEVANT INTEREST To: 1. Take notice that the Australian Securities Commission, pursuant to a *primary/*secondary notice (as defined in section 717 of the Corporations Law), has received information that you are: * a person with a relevant interest in (1); or * a person who has given relevant instructions (2) in relation to (number) of voting shares in (name of company) that are held by (name) of (address). 2. The Commission requires you to give to the Commission: (a) in accordance with subsection 722 (1) of the Corporations Law; and (b) within 2 business days after you have received this notice; a statement in writing setting out: (c) full particulars of your relevant interest in those shares and the circumstances because of which you acquired that interest; and (d) so far as you know, full particulars of: (i) the name and address of every other person who has a relevant interest in any of the shares; and (ii) each such interest and the circumstances because of which the person has that interest; and (iii) the name and address of each person who has given to you relevant instructions in relation to any of the shares; and (iv) those relevant instructions; and (v) the date(s) on which the instructions were given to you. Dated (Signature) Signed for the Australian Securities Commission by (name) * Omit if inapplicable. NOTES (1) See Division 5 of Part 1.2 of the Corporations Law. (2) See section 717 of the Corporations Law. DIRECTION Under subsection 721 (1) of the Corporations Law, an application for exemption from providing any or all of the required particulars may be lodged with the Australian Securities Commission within 2 business days after this notice is received. The Australian Securities Commission may, under subsection 721 (2) modify this requirement to give information. FORM 610 Subregulation 6.8.01 (5) Corporations Law NOTICE UNDER SUBREGON 719 (3) REQUIRING STATEMENT OF RELEVANT INTEREST To: 1. Take notice that (name of company), a company within the meaning of section 717 of the Corporations Law, has received information that you are: * a person with a relevant interest in (1); or * a person who has given relevant instructions (2) in relation to (number) of voting shares in (name of company) that are held by (name) of (address). 2. The company requires you to give to it: (a) in accordance with subsection 722 (1) of the Corporations Law; and (b) within 2 business days after you have received this notice; a statement in writing setting out: (c) full particulars of your relevant interest in those shares and the circumstances because of which you acquired that interest; and (d) so far as you know, full particulars of: (i) the name and address of every other person who has a relevant interest in any of the shares; and (ii) each such interest and the circumstances because of which the person has that interest; and (iii) the name and address of each person who has given to you relevant instructions in relation to any of the shares; and (iv) those relevant instructions; and (v) the date(s) on which the instructions were given to you. Dated (Signature) Signature of *Director / *Secretary / *Principal Executive Officer * Omit if inapplicable. NOTES (1) See Division 5 of Part 1.2 of the Corporations Law. (2) See section 717 of the Corporations Law. DIRECTION Under subsection 721 (1) of the Corporations Law, an application for exemption from providing any or all of the required particulars may be lodged with the Australian Securities Commission within 2 business days after this notice is received. The Australian Securities Commission may, under subsection 721 (2) modify this requirement to give information. (FORMS 701 amd 702 OMITTED) FORM 703 Section 790 Corporations Law NOTICE OF PARTICULARS OF *CESSATION/*CHANGE IN RELATION TO THE HOLDER OF A LICENCE Notes: Before completing this statement please read carefully the "Directions for completing Form 703" at the end of this form, especially clauses 4 and 5. Only complete an item that relates to a change being made. If the change relates to a person becoming a director or secretary of the licensee, Forms 304 and 704 must be used. *1. The surname and other names of the holder of the licence or the name in which it is held are: Surname Other names and in this notice the person so named is referred to as "the licensee". *1. The name of the body corporate lodging this notice is: and in this statement that body corporate is referred to as "the licensee". *2. Residential address (including State or Territory and postcode): *2. Particulars of the licensee's registered office are as follows: Address of registered office (include State or Territory and postcode): Telephone No: Facsimile No: Telex No: Document exchange No: (specify STD codes if appropriate) 3. If the licensee's postal address is different from the residential or registered office address, specify it here (with State or Territory and postcode): 4. The type of licence held and its number are as follows: Type Number and in this statement that licence is referred to as "the licence". *5. The licensee, who holds a dealers licence, requests the Commission to revoke the licence because the licensee ceased carrying on business under that licence on (insert date). *5. The licensee, who holds an investment advisers licence, requests the Commission to revoke the licence because the licensee ceased to act as, or hold *itself/*himself/*herself out to be, an investment adviser on (insert date). *6. On (insert date) the name of the licensee changed fromto *7. If this notice is lodged by a body corporate, a reference in it to an officer of the licensee means: (a) a director of the licensee; or (b) the secretary or principal executive officer (if any) of the licensee. 8. On (insert date) the address of the principal place of business at which the licensee carries on business under the licence changed from to 9. Specify here any change in the address of the place or places of business at which the business under the licence was carried on (other than the principal place of business) and the date of each change: Former address New address Date of change 10. On (insert date) the name or style under which business was carried on under the licence (which name was not the name of the licensee), was changed from to 11. On (insert date) the licensee ceased to be a partner in the firm of and became a partner in the firm of Dated 19 (Signature of the licensee or an officer of the licensee) (Under the signature add the name of the licensee or, if the licensee is a body corporate, add the words "Signed by (name of person signing), *Director/Secretary/*Principal Executive Officer, for and on behalf of (name of body corporate)"). DIRECTIONS FOR COMPLETING FORM 703 Definitions 1. In these Directions: "notice" means the notice required under section 790 of the Corporations Law; "licensee" means a licensee required to lodge a notice; "officer", in relation to the licensee, means: (a) a director of the licensee; or (b) the secretary or principal executive officer (if any) of the licensee. Omission of inapplicable matter prefixed by an asterisk 2. Inapplicable matter in a notice that is prefixed by the symbol "*" is to be omitted. Separate annexures to be used if insufficient space on forms 3. If there is insufficient space in a form of notice in which to give the required information, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. Penalties relating to false or misleading statements 4. (1) Subsection 1308 (2) of the Corporations Law provides: "(2) A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Corporations Law, the penalty applicable on conviction of an offence against subsection 1308 (2) of that Law is: (a) if the offender is a natural person - a fine not exceeding $10,000 or imprisonment for 2 years, or both; or (b) if the offender is a body corporate - a fine not exceeding $50,000. Penalties relating to false or misleading statements made without taking reasonable preventative steps 5. (1) Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any matter or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Act is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 704 Section 790 Paragraph 7.3.05 (a) Corporations Law NOTICE OF PERSON BECOMING DIRECTOR OF, OR SECRETARY TO, A BODY CORPORATE Notes: Before completing this statement please read carefully the "Directions for completing Form 704" at the end of this form, especially clauses 6 and 7. 1. The name of the body corporate holding the licence is: 2. Particulars of the licensee's registered office are as follows: Address of registered office: (including State or Territory and postcode): 3. The type of licence held and its number are as follows: Type Number and in this statement is referred to as "the licence". 4. Specify here under the appropriate heading particulars and any changes to particulars relating to the officer of the licensee who is completing this Form as required by paragraph 7.3.05 (a). DIRECTOR Notes: 1. If a director is also a secretary, particulars are also to be given under that heading. 2. Any former name of a director is to be set out in brackets under the present name. Full Name Date of Usual Particulars Date of Change Birth residential of change address (see note below) SECRETARY Note: If a secretary is also a director, particulars are also to be given under that heading. Full Name Date of Usual Particulars Date of Change Birth residential of change address (see note below) Note to column 4: 1. If an officer is appointed in place of another officer, insert in column 4 "In place of (former officer's name)". In the case of a new appointment, insert in that column "Appointed". If an officer is continuing in his or her office, insert in that column "Continuing". 2. An appointee must annex details of his or her educational qualifications and work experience and history of employment and business activities in the immediately preceding 5 years and a reference from each employer. 5. If any person (other than a person referred to in item 1) has or will have: (a) a controlling influence; or (b) power to exercise a controlling influence; over the management and policies of the business, specify here the name and address of that person, or if more than one, of each of those persons. Surname Other names Address 6. If an officer who is a director of another body corporate (wherever incorporated) completes this Form, specify in respect of each body corporate of which the officer is a director: (a) the name of the officer: (b) the name of the body corporate: (c) the place of its incorporation: (d) date of the appointment: 7. If the officer who completes this Form has a relevant interest as determined in accordance with Division 5 of Part 1.2 of the Law in shares in any body corporate (wherever incorporated) amounting to not less than 10% of the aggregate of the nominal amount of all the issued shares in the body corporate, specify in respect of each body corporate in which the licensee or an officer has that interest: (a) the name of the licensee or officer: (b) the name of the body corporate: (c) the place of its incorporation: (d) details of the relevant interest: 8. Answer "Yes" or "No" to the following questions and for each question answered "Yes", specify all relevant particulars. Within the last 10 years, has the officer who is completing this Form (whether within Australia or overseas): (a) been licensed, registered or otherwise authorised under a law which requires licensing, registration or other authorisation to carry on any of the following activities or activities that are substantially the same: (i) dealing in securities (see the definition of "deal" in section 9 of the Law); or (ii) acting as an investment adviser (as defined in section 9 of the Law); or (iii) acting as a securities representative (as defined in section 94 of the Law) (b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession? (c) been refused the right, or restricted in its, his or her right, to carry on any trade, business or profession for which a licence, registration or other authority is required by law? (d) been a member, or partner in a member firm, of a securities, futures, commodities or other exchange? (e) been suspended from membership in any securities, futures, commodities or other exchange or been disciplined by any such exchange? (f) been removed from membership of, or disciplined by, any professional body? (g) been refused membership of any securities, futures, commodities or other exchange? (h) carried on business under any name other than the name or names shown in this notice? (i) been known by any name other than the name or names shown in this notice? (j) been convicted of any offence other than a traffic offence? (see clause 4 of the "Directions for completing Form 704" at the end of this form.) (k) been subject of proceedings now pending that may lead to such a conviction? (see clause 4 of the "Directions for completing Form 704" at the end of this form.) (l) had judgment, including findings in relation to fraud, misrepresentation or dishonesty, given against it, him or her in any civil proceedings? (If the answer is "Yes", state whether the judgment is unsatisfied.) (m) been an insolvent under administration? (see clause 5 of the "Directions for completing Form 704 at the end of this form) (n) been wound up, had a receiver or receiver and manager appointed, been under official management, or entered into a compromise or scheme of arrangement? (o) been engaged in the management of any bodies corporate other than those named in item 3 above? (p) been refused a fidelity or surety bond? 9. Annex statement in the following terms: I (insert full name), a *director/*secretary/*principal executive officer of the applicant, consent to any police force providing information concerning any offences, other than traffic offences, of which I have been convicted in Australia or elsewhere within the past 10 years. Signature (signature of *director/*secretary/ *name of body corporate) Dated 19 (Signature of the *director/*secretary for and on behalf of (name of body corporate) DIRECTIONS FOR COMPLETING FORM 704 Definitions 1. In these Directions: "notice" means the notice required under section 790 of the Corporations Law; "licensee" means a licensee required to lodge a notice; "officer", in relation to the licensee, means: (a) a director of the licensee; or (b) the secretary or principal executive officer (if any) of the licensee. Omission of inapplicable matter prefixed by an asterisk 2. Inapplicable matter in a notice that is prefixed by the symbol "*" is to be omitted. Separate annexures to be used if insufficient space on forms 3. If there is insufficient space in a form of notice in which to give the required information, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. Particulars required for the purposes of items 5 (j) and (k) of the notice 4. If the applicant has been convicted of an offence involving dishonesty, fraud or theft, all relevant particulars must be specified for the purposes of items 5 (j) and (k) of the notice. Particulars required for the purposes of item 5 (m) of the notice 5. (1) If the licensee or, if the licensee is a body corporate, an officer of the licensee has, or had, under the law of a country other than Australia or of an external Territory, a status equivalent to that of an insolvent under administration, all relevant particulars must be specified for the purposes of item 5 (m) of the notice. (2) In particular, if the officer is, or has been, an insolvent under administration, under the Bankruptcy Act 1966 or the law of an external Territory, include in an annexure the following particulars: (a) if he or she was declared bankrupt: (i) the date on which he or she was so declared; and (ii) the district in which he or she was so declared; and (iii) his or her bankruptcy number; or (b) if he or she has entered into a deed of arrangement, or assignment, or if his or her creditors have accepted a composition under Part X of the Bankruptcy Act 1966: (i) the district in which the deed of arrangement or assignment was entered into or the composition accepted; and (ii) the date of the deed of arrangement or assignment or the special resolution accepting the composition; and (iii) the name and address of the trustee of the deed of arrangement or assignment or of the composition; and (iv) the identifying number used in relation to the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy. Penalties relating to false or misleading statements 6. (1) Subsection 1308 (2) of the Law provides: "(2) A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (2) of the Law is: (a) if the offender is a natural person - a fine not exceeding $10,000 or imprisonment for 2 years, or both; or (b) if the offender is a body corporate - a fine not exceeding $50,000. Penalties relating to false or misleading statements made without taking reasonable preventative steps 7. (1) Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any matter or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Law is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 705 Section 791 Corporations Law ANNUAL STATEMENT BY *A DEALER/*AN INVESTMENT ADVISER/ *A FORMER DEALER/*A FORMER INVESTMENT ADVISER THAT IS NOT A BODY CORPORATE Note: Before completing this statement please read carefully the "Directions for completing Form 705" at the end of this form, especially clauses 17 and 18. 1. This statement relates to the period beginning on / /19 and ending on / /19 which in this statement is called "the relevant period". 2. The surname and other names of the person making this application are as follows: Surname Other names and in this application that person is referred to as "the applicant" (if the applicant proposes to hold the licence under another name, that name should be specified in this item) 3. Residential address (including State or Territory and postcode): 4. If the postal address is different from the residential address specify it here (including State or Territory and postcode): 5. The type of licence held and its number are as follows: Type Number and in this statement that licence is referred to as "the licence". 6. The name of each business the licensee carried on under the licence was as follows: and in this statement that business is called "the business" or, if there was more than one business, each of them is included in that expression. 7. Particulars of the principal place at which the business is to be carried on under the licence are as follows: Principal business address (include State or Territory and postcode): Telephone No: Facsimile No: Telex No: Document exchange No: (specify STD codes if appropriate) 8. Addresses of all other places, whether in Australia or elsewhere, at which the business is to be carried on under the licence: *9. Address at which the applicant's Register under Part 7.7 of the Law will be kept: 10. If any change occurred during the relevant period in the nature of the activity for which the licence was held specify here: *11. If the business is to be carried on under the licence in partnership, specify here: (a) the name and address of each partner: Surname Address (b) the applicant's interest in the partnership (expressed as a percentage of the funds of the partnership): %. *12. Specify here the name and residential address of each person (other than any person named in item 11) who exercises directly or indirectly, or has power to exercise, a controlling influence over the management or policies of the business: Surname Other names Address 13. Specify here the name and address of each person (other than any person named in item 11) who shares directly or indirectly in the profits of the business: Surname Other names Address 14. If the licensee during the relevant period as appointed a director of another body corporate (wherever incorporated), specify here: (a) the name of the body corporate: (b) the place of its incorporation: (c) the date of the appointment: 15. If the licensee during the relevant period ceased to be a director of a body corporate (wherever incorporated), specify here: (a) the name of the body corporate: (b) the place of its incorporation: (c) the date of ceasing to hold the appointment: (d) the manner of ceasing to hold the appointment: 16. If the licensee during the relevant period acquired a relevant interest as determined in accordance with Division 5 of Part 1.2 of the Law in shares in any body corporate (wherever incorporated) amounting to not less than 10% of the aggregate of the nominal amount of all the issued shares in the body corporate, specify here: (a) the name of the body corporate: (b) the place of its incorporation: (c) details of the relevant interest: 17. Answer "Yes" or "No" to the following questions and for each question answered "Yes", specify all relevant particulars. Has the licensee, or an officer of the licensee, during the relevant period (whether within Australia or overseas): (a) been licensed, registered or otherwise authorised under a law which requires licensing, registration or other authorisation to carry on any of the following activities or activities that are substantially the same: (i) dealing in securities (see the definition of "deal" in section 9 of the Law); or (ii) acting as an investment adviser (as defined in section 9 of the Law); or (iii) acting as a securities representative (as defined in section 94 of the Law). (b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession? (c) been refused the right, or restricted in its, his or her right, to carry on any trade, business or profession for which a licence, registration or other authority is required by law? (d) been a member, or partner in a member firm, of any securities, futures, commodities or other exchange? (e) been suspended from membership in any securities, futures, commodities or other exchange or been disciplined by any such exchange? (f) been removed from membership of, or disciplined by, any professional body? (g) been refused membership of any securities, futures, commodities or other exchange? (h) carried on business under any name other than the name or names shown in this statement? (i) been known by any name other than the name or names shown in this statement? (j) been convicted of an offence other than a traffic offence? (see clause 14 of the "Directions for completing Form 705" at the end of this form) (k) been the subject of proceedings now pending that may lead to a conviction to which paragraph (j) applies? (see clause 14 of the "Directions for completing Form 705" at the end of this form) (l) had judgment, including findings in relation to fraud, misrepresentation or dishonesty, given against it, him or her in any civil proceedings? If the answer is "Yes", state whether the judgment is unsatisfied. (m) been an insolvent under administration? (see clause 15 of the "Directions for completing Form 705" at the end of this form) (n) been engaged in the management of any bodies corporate other than those named in items 14 to 16 above? (o) been refused a fidelity or surety bond? (p) given a proper authority to any person? (see clause 16 of the "Directions for completing Form 705" at the end of this form). (Signature of licensee) (Under the signature add the name of the licensee) Dated 19 DIRECTIONS FOR COMPLETING FORM 705 Definitions 1. (1) In these Directions: "annual statement" means the statement required under section 791 of the Law; "disclosed" means disclosed in the statement of assets and liabilities; "licensee", includes a person who has been, but is no longer a licensee and is required to lodge an annual statement; "relevant date" in relation to a statement of assets and liabilities, means the date to which that statement is made up; "relevant period" means the period to which the annual statement relates; "statement of assets and liabilities" means the statement referred to in clause 8. (2) In these Directions, a reference to the assets and liabilities of a licensee who was a partner in a firm on the relevant date includes the proportion of the assets and liabilities of the firm that corresponded to the licensee's interest under the partnership agreement. Omission of inapplicable matter prefixed by an asterisk 2. Inapplicable matter in an annual statement that is prefixed by the symbol "*" is to be omitted. Time for lodging annual statement 3. The annual statement must be lodged within whichever period referred to in paragraph 792 (1) (a) or (b) or subsection 792 (2) of the Law is applicable. Annual statement lodged by a former license holder: period to which it should be made up 4. If the annual statement is lodged by a person who has been, but is no longer, a licensee, it should be expressed to relate to the period ending on the last day on which the licence was in force. Information specified to relate to licensee during the relevant period 5. Unless otherwise indicated in the annual statement, the information required to be specified in the annual statement is information that related to the licensee during the relevant period. Particulars of a change that would otherwise make information misleading to be specified 6. If, to the knowledge of the licensee, circumstances have changed since the relevant period so that information to be specified in the annual statement would otherwise be misleading, particulars of that change are to be specified. Separate annexures to be used if insufficient space on form 7. If there is insufficient space on a form of annual statement in which to give the required information, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. Statement of assets and liabilities to accompany annual statement 8. (1) The annual statement must have with it a statement disclosing: (a) the total liabilities of the licensee; and (b) particulars of the licensee's assets in accordance with clause 9. (2) The statement of assets and liabilities: (a) must be made up: (i) if the licensee holds or held a dealer's licence - as at 30 June in the relevant period or, if the relevant date is earlier, as at that date; or (ii) if the licensee holds or held an investment advisors licence - as at a date not earlier than 14 days before the lodgment of the annual statement it is with; and (b) must be signed by the licensee. Tangible assets to be disclosed in certain cases 9. (1) In this clause: "liabilities" includes liabilities of a contingent nature; "relevant amount" means $50,000; "tangible assets" does not include the value of any membership in any securities, futures, commodities or other exchange. (2) If the applicant's total tangible assets: (a) exceed the applicant's total liabilities (including liabilities of a contingent nature) by $50,000 or more, give in the statement full particulars (including the basis of valuation) of those assets up to an amount which exceeds those liabilities by not less than $50,000; or (b) do not exceed the applicant's total liabilities (including liabilities of a contingent nature) by $50,000 or more, give in the statement full particulars (including the basis of valuation) of all of the applicant's assets. (3) If any disclosed asset: (a) is vested in the licensee and another person; or (b) is encumbered in any manner; full particulars must be disclosed of the interest in the asset as well as the interest of the other person or of that encumbrance, as the case may be. Liabilities to be disclosed 10. Full particulars of the licensee's liabilities that are contingent must be disclosed separately from those that are not and in each case must be expressed in terms of the time when they will fall due, as follows: (a) due not later than 1 year after the relevant date; and (b) due later than 1 year but not later than in 3 years after the relevant date; and (c) due later than 3 years after the relevant date. Licensee's interest in partnership assets and liabilities to be disclosed 11. If the licensee is or was a partner in a firm, the precise extent of the licensee's interest under the partnership agreement in the assets and liabilities of the firm must be disclosed. Particulars relating only to dealers 12. If the licensee is a dealer, the statement of assets and liabilities must include: (a) a statement by the licensee to indicate whether the licensee has taken reasonable steps to find out whether any circumstances that may adversely affect the financial position of the dealer have arisen between the relevant date and a date not earlier than 14 days before the lodgment of the annual statement; and (b) particulars of any circumstances of that type. Particulars relating only to investment advisers 13. (1) If the licensee is or was an investment adviser and carried on a business under the licence, the statement of assets and liabilities must include a copy of the last audited profit and loss account and balance sheet relating to the business. (2) The last audited profit and loss account and balance sheet must include every document required: (a) by law; or (b) by the committee of any securities exchange of which the applicant is a member; to be attached to those documents. (3) If the licensee did not arrange for the auditing of the last profit and loss sheet of business, the statement of assets and liabilities must include a copy of a profit and loss account and balance sheet: (a) drawn up in accordance with generally accepted accounting principles; and (b) signed in accordance with subclause (5). (4) If the profit and loss account and balance sheet of the business are made up to a date (in this subclause called "the balance date") earlier than 14 days before the lodgment of the annual statement, they must have with them a report signed in accordance with subclause (5), stating that the person or persons signing the report has or have taken reasonable steps: (a) to find out in relation to the period between the balance date and a date not earlier than 14 days before the lodgment of the annual statement, whether any of the following is applicable: (i) circumstances have arisen adversely affecting: (A) trading by the business; or (B) the value of assets of the business; or (C) the ability of the business to meet liabilities as they fall due; or (ii) liabilities of a contingent nature have been incurred including those arising because of a guarantee given by: (A) the licensee; or (B) if the business is conducted by a firm - any of the partners; and, if so, particulars of those circumstances or liabilities; and (b) to ensure that the current assets appear in the balance sheet of the business at valuations believed to be realisable in the ordinary course of business. (5) A document relating to the business that is required to be signed for the purposes of subclause (3) or (4) must be signed: (a) if the business is conducted by a partnership - by all of the partners; or (b) in any other case - by the licensee. Particulars required for the purposes of item 17 (j) or (k) of the annual statement 14. If the applicant has been convicted of an offence involving dishonesty, fraud or theft, all relevant particulars must be specified for the purposes of item 17 (j) or (k) of the annual statement. Particulars required for the purposes of item 17 (m) of the annual statement 15. (1) If an officer of the licensee has, or had, under the law of a country other than Australia or of an external Territory, a status equivalent to that of an insolvent under administration, all relevant particulars must be specified for the purposes of item 17 (m) of the annual statement. (2) If the officer is, or has been, an insolvent under administration under the Bankruptcy Act 1966 or the law of an external Territory, include in an annexure the following particulars: (a) if he or she was declared bankrupt: (i) the date on which he or she was so declared; and (ii) the district in which he or she was so declared; and (iii) his or her bankruptcy number; or (b) if he or she has entered into a deed of arrangement, or assignment, or if his or her creditors have accepted a composition under Part X of the Bankruptcy Act 1966: (i) the district in which the deed of arrangement or assignment was entered into or the composition accepted; and (ii) the date of the deed of arrangement or assignment or the special resolution accepting the composition; and (iii) the name and address of the trustee of the deed of arrangement or assignment or of the composition; and (iv) the identifying number used in relation to the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy. Particulars required for the purposes of item 17 (p) of the annual statement 16. If the licensee has, during the relevant period, given a proper authority to a person, the licensee must set out in item 17 (p) of the annual statement the number of persons who held proper authorities from the licensee: (a) on the day the annual statement was lodged; or (b) if the licensee last ceased to be a licensee on an earlier day - on that day. Penalties relating to false or misleading statements 17. (1) Subsection 1308 (2) of the Law provides: "(2) A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Act, the penalty applicable on conviction of an offence against subsection 1308 (2) of the Law is: (a) if the offender is a natural person - a fine not exceeding $10,000 or imprisonment for 2 years, or both; or (b) if the offender is a body corporate - a fine not exceeding $50,000. Penalties relating to false or misleading statements made without taking reasonable preventative steps 18. (1) Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any matter or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Law is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 706 Section 791 Corporations Law ANNUAL STATEMENT BY *A DEALER/AN INVESTMENT ADVISER/*A FORMER DEALER/A FORMER INVESTMENT ADVISER THAT IS A BODY CORPORATE Note: Before completing this statement please read carefully the "Directions for completing Form 706" at the end of this form, especially clauses 12 and 13. 1. This statement relates to the period beginning on / /19 and ending on / /19 which in this statement is called "the relevant period". 2. The name of the body corporate making this statement is: and in this statement that body corporate is called "the licensee". 3. Particulars of the licensee's registered office are as follows: Address of registered office (include State or Territory and postcode): Telephone No: Facsimile No: Telex No: Document exchange No: (specify STD codes if appropriate) 4. If the licensee's postal address is different from the address of its registered office specify it here (including State or Territory and postcode): 5. The type of licence held and its number are as follows: Type Number and in this statement that licence is referred to as "the licence". 6. The name of each business the licensee carried on under the licence was as follows: and in this statement that business is called "the business" or, if there was more than one business, each of them is included in that expression. 7. Particulars of the principal place at which the business was carried on are as follows: Principal business address (include State or Territory and postcode): Telephone No: Facsimile No: Telex No: Document exchange No: (specify STD codes if appropriate) 8. Addresses of all other places, whether in Australia or elsewhere, at which the business was carried on: 9. Address at which the licensee's Register under Part 7.7 of the Law was kept: 10. In this statement, "officer of the licensee" means each person who was, during the relevant period: (a) a director of the licensee; or (b) the secretary or principal executive officer (if any) of the licensee. 11. Specify in an annexure in respect of each officer of the licensee (see item 10): (a) name; and (b) residential address; and (c) date of birth; and (d) office held; and (e) date of appointment. 12. If any change occurred during the relevant period in the nature of the activity for which the licence was held specify it here: 13. Specify here the name and residential address of each person (other than a person named in item 11) who exercises directly or indirectly, or has power to exercise, a controlling influence over the management or policies of the licensee: Surname Other names Address 14. If during the relevant period an officer of the licensee (see item 10) was appointed as a director of another body corporate (wherever incorporated), specify in respect of each body corporate of which the officer was so appointed: (a) the name of the officer: (b) the name of the body corporate: (c) the place of its incorporation: (d) the date of the appointment: 15. If during the relevant period an officer of the licensee (see item 10) ceased to be a director of a body corporate (wherever incorporated), specify in respect of each body corporate of which the officer ceased being a director: (a) the name of the officer: (b) the name of the body corporate: (c) the place of its incorporation: (d) the date of ceasing to hold the appointment: (e) the manner of ceasing to hold the appointment: 16. If during the relevant period an officer of the licensee (see item 10) acquired a relevant interest as determined in accordance with Division 5 of Part 1.2 of the Law in shares in any body corporate (wherever incorporated) amounting to not less than 10% of the aggregate of the nominal amount of all the issued shares in the body corporate, specify in respect of each body corporate in which the officer acquired that interest: (a) the name of the officer: (b) the name of the body corporate: (c) the place of its incorporation: (d) details of the relevant interest: 17. Answer "Yes" or "No" to the following questions and for each question answered "Yes", specify all relevant particulars. Has the licensee, or an officer of the licensee (see item 10), during the relevant period (whether within Australia or overseas): (a) been licensed, registered or otherwise authorised under a law which requires licensing, registration or other authorisation to carry on any of the following activities or activities that are substantially the same: (i) dealing in securities (see the definition of "deal" in section 9 of the Law); or (ii) acting as an investment adviser (as defined in section 9 of the Law); or (iii) acting as a securities representative (as defined in section 94 of the Law). (b) been licensed, registered or otherwise authorised by law to carry on any trade, business or profession? (c) been refused the right, or restricted in its, his or her right, to carry on any trade, business or profession for which a licence, registration or other authority is required by law? (d) been a member, or partner in a member firm, of any securities, futures, commodities or other exchange? (e) been suspended from membership in any securities, futures, commodities or other exchange or been disciplined by any such exchange? (f) been removed from membership of, or disciplined by, any professional body? (g) been refused membership of any securities, futures, commodities or other exchange? (h) carried on business under any name other than the name or names shown in this statement? (i) been known by any name other than the name or names shown in this statement? (j) been convicted of an offence other than a traffic offence? (see clause 9 of the "Directions for completing Form 706" at the end of this form) (k) been the subject of proceedings now pending that may lead to a conviction to which paragraph (j) applies? (see clause 9 of the "Directions for completing Form 706" at the end of this form) (l) had judgment, including findings in relation to fraud, misrepresentation or dishonesty, given against it, him or her in any civil proceedings? If the answer is "Yes", state whether the judgment is unsatisfied. (m) been an insolvent under administration? (see clause 10 of the "Directions for completing Form 706" at the end of this form) (n) been wound up, had a receiver or receiver and manager appointed, been under official management, or entered into a compromise or scheme of arrangement? (o) been engaged in the management of any bodies corporate other than those named in item 14 or 15 above? (p) been refused a fidelity or surety bond? (q) given a proper authority to any person? (see clause 11 of the "Directions for completing Form 706" at the end of this form). Dated 19 (signature of an officer of the licensee) (under the signature add the words "Signed by (name of person signing),*Director/* Secretary/*Principal Executive Officer, for and on behalf of (name of body corporate)"). * Omit if inapplicable DIRECTIONS FOR COMPLETING FORM 706 Definitions 1. In these Directions: "annual statement" means the statement required under section 791 of the Law; "licensee" includes a body corporate that has been, but is no longer a licensee and is required to lodge an annual statement; "officer", in relation to the licensee, means: (a) a director of the licensee; or (b) the secretary or principal executive officer (if any) of the licensee; "relevant period" means the period to which the annual statement relates. Omission of inapplicable matter prefixed by an asterisk 2. Inapplicable matter in an annual statement that is prefixed by the symbol "*" is to be omitted. Time for lodging annual statement 3. The annual statement must be lodged within whichever period referred to in paragraph 792 (1) (a) or (b) or subsection 792 (2) of the Law is applicable. Annual statement lodged by a former licence holder: period to which it should be made up 4. If the annual statement is lodged by a person who has been, but is no longer, a licensee, it should be expressed to relate to the period ending on the last day on which the licence was in force. Information specified to relate to licensee during the relevant period 5. Unless otherwise indicated in the annual statement, the information required to be specified in the annual statement is information that related to the licensee during the relevant period. Particulars of a change that would otherwise make information misleading to be specified 6. If, to the knowledge of the licensee, circumstances have changed since the relevant period so that information to be specified in the annual statement would otherwise be misleading, particulars of that change are to be specified. Separate annexures to be used if insufficient space on forms 7. If there is insufficient space on a form of annual statement in which to give the required information, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. Particulars relating only to investment advisers 8. (1) If the licensee is or was an investment adviser and carried on a business under the licence, the annual statement must have with it a copy of the last audited profit and loss account and balance sheet of the licensee. (2) The last audited profit and loss account and balance sheet must include every document required by law to be attached to those documents. (3) If the licensee is not a company incorporated under the Law or a corresponding law, the last audited profit and loss account must also include every document that would be required to be attached if it were a public company within the meaning of section 9 of the Law. (4) If the licensee has been unable to arrange for the auditing of the last profit and loss account and balance sheet of the licensee, the annual statement must have with it a copy of a profit and loss account and balance sheet: (a) drawn up in accordance with the Law as far as it is applicable in the circumstances; and (b) signed by not less than 2 directors of the licensee and its principal accounting officer. (5) If the profit and loss account and balance sheet of the business are made up to a date (in this subclause called "the balance date") earlier than 14 days before the lodgment of the annual statement, they must have with them a report signed by not less than 2 directors of the licensee stating that the person or persons signing the report has or have taken reasonable steps: (a) to find out in relation to the period between the balance date and a date not earlier than 14 days before the lodgment of the annual statement, whether in the opinion of that person or of those persons any of the following is applicable: (i) circumstances have arisen adversely affecting: (A) trading by the business; or (B) the value of the assets of the business; or (C) the ability of the business to meet liabilities as they fall due; or (ii) liabilities of a contingent nature have been incurred including those arising because of a guarantee given by the licensee; and, if so, particulars of those circumstances or liabilities; and (b) to ensure that the current assets appear in the balance sheet of the business at valuations believed to be realisable in the ordinary course of business. Particulars required for the purposes of item 17 (j) or (k) of the annual statement 9. If the applicant has been convicted of an offence involving dishonesty, fraud or theft, all relevant particulars must be specified for the purposes of item 17 (j) or (k) of the annual statement. Particulars required for the purposes of item 17 (m) of the annual statement 10. (1) If an officer of the licensee has, or had, under the law of a country other than Australia or of an external Territory, a status equivalent to that of an insolvent under administration, all relevant particulars must be specified for the purposes of item 17 (m) of the annual statement. (2) If the officer is, or has been, an insolvent under administration under the Bankruptcy Act 1966 or the law of an external Territory, include in an annexure the following particulars: (a) if he or she was declared bankrupt: (i) the date on which he or she was so declared; and (ii) the district in which he or she was so declared; and (iii) his or her bankruptcy number; or (b) if he or she has entered into a deed of arrangement, or assignment, or if his or her creditors have accepted a composition under Part X of the Bankruptcy Act 1966: (i) the district in which the deed of arrangement or assignment was entered into or the composition accepted; and (ii) the date of the deed of arrangement or assignment or the special resolution accepting the composition; and (iii) the name and address of the trustee of the deed of arrangement or assignment or of the composition; and (iv) the identifying number used in relation to the deed of arrangement or assignment or the composition in the office of the Registrar in Bankruptcy. Particulars required for the purposes of item 17 (q) of the annual statement 11. If the licensee has, during the relevant period, given a proper authority to a person, the licensee must set out in item 17 (q) of the annual statement the number of persons who held proper authorities from the licensee: (a) on the day the annual statement was lodged; or (b) if the licensee last ceased to be a licensee on an earlier day - on that day. Penalties relating to false or misleading statements 12. Subsection 1308 (2) of the Law provides: "(2) A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Act, the penalty applicable on conviction of an offence against subsection 1308 (2) of the Law is: (a) if the offender is a natural person - a fine not exceeding $10,000 or imprisonment for 2 years, or both; or (b) if the offender is a body corporate - a fine not exceeding $50,000. Penalties relating to false or misleading statements made without taking reasonable preventative steps 13. (1) Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any matter or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Law is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 707 Section 811 Corporations Law NOTICE OF *PLACE/*CHANGE OF PLACE WHERE REGISTER OF HOLDERS OF PROPER AUTHORITIES IS KEPT Note: Before completing this form please read carefully the "Directions for completing Form 707" at the end of this form, especially clause 4 *1. The surname and other names of the person keeping the register are: and in this notice that person is referred to as "the register keeper" (if the register keeper is a licensee under another name, that name should be specified in this item). *1. The name of the body corporate keeping the register is: and in this notice is referred to as "the register keeper". 2. The licence held by the register keeper is a *dealers/*investment advisers licence and its number is: 3. The full address (including the State or Territory and postcode) of the principal place at which the business of the register keeper is carried on is: 4. The register has been kept since: 5. The register is kept at: *5. On (insert date) the place at which the register is kept changed from: to: Dated 19 (signature of *register keeper */director/*secretary/*principal executive officer of the register keeper) DIRECTIONS FOR COMPLETING FORM 707 Persons who must lodge notice 1. The notice must be lodged by dealers and investment advisers: (a) within 14 days after establishing a register under section 811 (2) of the Act; and (b) as soon as practicable after changing the place at which the register is kept in accordance with section 811 (3) of the Act. Omission of inapplicable matter prefixed by an asterisk 2. Inapplicable matter in a notice that is prefixed by the symbol "*" is to be omitted. Separate annexures to be used if insufficient space on forms 3. If there is insufficient space on a notice in which to give the requiredinformation, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. 4. Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any material or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (4) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Law is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 708 Section 811 Corporations Law NOTICE OF *HOLDING/*CEASING TO HOLD A PROPER AUTHORITY Note: Before completing this form please read carefully the "Directions for completing Form 708" at the end of this form, especially clause 5. *1. The surname and other names of the person keeping the register are: and in this notice that person is referred to as "the register keeper" (if the register keeper is a licensee under another name, that name should be specified in this item). *1. The name of the body corporate keeping the register is: and in this notice is referred to as "the register keeper". 2. The full address (including the State or Territory and postcode) of the principal place at which the business of the licensee is carried on is: 3. The licence held by the register keeper is a *dealers/*investment advisers licence and its number is: 4. The surname and other names of the person *holding/*ceasing to hold a proper authority from the register keeper are: and in this notice is referred to as "the representative". 5. On (insert date) the representative *commenced to hold/*ceased to hold a proper authority. 6. The date of birth of the representative commencing to hold a proper authority is: 7. The full residential address of the representative (including the State or Territory and postcode) is: 8. The full address (if this is not the address of the register keeper), including the State or Territory and postcode, at which the representative carries on business is: 9. The information set out in items 4, 6, 7 and 8 *has been/*is to be entered in the register. Dated 19 (signature of *register keeper /*director/*secretary/*principal executive officer the register keeper) DIRECTIONS FOR COMPLETING FORM 708 Persons who must lodge notice 1. The notice must be lodged by dealers and investment advisers within 2 business days after the day on which a person: (a) begins to hold a proper authority; or (b) ceases to hold a proper authority; in accordance with section 811 (4) or (7) of the Law. Copy of proper authority to be lodged with notice 2. Subsection 811 (4) of the Law requires a copy of the proper authority relating to notice to be lodged with the notice when it is lodged by a person referred to in paragraph (1) (a). Omission of inapplicable matter prefixed by an asterisk 3. Inapplicable matter in a notice that is prefixed by the symbol "*"is to be omitted. Separate annexures to be used if insufficient space on forms 4. If there is insufficient space on a notice in which to give the required information, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. Penalties relating to false or misleading statements 5. (1) Subsection 1308 (2) of the Law provides: "(2) A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (2) of the Law is: (a) if the offender is a natural person - a fine not exceeding $10,000 or imprisonment for 2 years, or both; or (b) if the offender is a body corporate - a fine not exceeding $50,000. (3) Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any material or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (4) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Law is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 709 Paragraph 857 (3) (b) Corporations Law RETURN OF MEMBERS OF FIRM OF AUDITORS Note: Before completing this return please read carefully the "Directions for completing Form 709" at the end of this form, especially clause 3. 1. Name of firm: 2. Particulars of the place of business or the principal place of business of the firm are as follows: Business address or principal business address (includes State or Territory and postcode): Telephone No: Facsimile No: Telex No: Document exchange No: (specify STD codes if appropriate) 3. Addresses of all other places, whether in Australia or elsewhere, at which the firm carries on business are as follows: 4. Specify here the name and residential address of each member of the firm: Surname Other names Residential address Dated 19 (signature of one of the members of the firm (under the signature add the name of the firm DIRECTIONS FOR COMPLETING FORM 709 Obligations under business names law not affected 1. Completion of Form 709 does not relieve the firm of an obligation under the law relating to business names Separate annexures to be used if insufficient space on forms 2. If there is insufficient space in a return of the type in Form 709 in which to give the required information, the information is to be shown in a separate annexure. Requirements relating to annexures are set out in regulation 1.06. Penalties relating to false or misleading statements 3. (1) Subsection 1308 (2) of the Law provides: "(2) A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.". (2) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (2) of the Law is: (a) if the offender is a natural person - a fine not exceeding $10,000 or imprisonment for 2 years, or both; or (b) if the offender is a body corporate - a fine not exceeding $50,000. (3) Subsection 1308 (4) of the Law provides: "(4) A person who, in a document required by or for the purposes of this Law or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any material or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.". (4) In accordance with sections 1311 and 1312 of the Law, the penalty applicable on conviction of an offence against subsection 1308 (4) of the Law is a fine not exceeding: (a) if the offender is a natural person - $500; or (b) if the offender is a body corporate - $2,500. FORM 710 Subsection 860 (2) Corporations Law ACCOUNTS PREPARED BY A DEALER WHO IS NOT A BODY CORPORATE Note: Before completing these accounts please read carefully the "Directions for completing Form 710" at the end of this form. PRELIMINARY PARTICULARS 1. The surname and other names of the person to whom the accounts relate are as follows: Surname Other names and in this form that person is called "the dealer". (If the dealer held his or her dealers licence under another name, that name should be specified in this item). *2. If the dealer carries on business under his or her dealers licence inpartnership, specify here the name of the partnership: 3. Specify here the number of the dealers licence held by the dealer: 4. The accounts relate to the financial year ending on 30/06/19 . *5. If the financial year to which the accounts relate is not a period of 12 months, specify here the date on which the financial year began: / /19 . 6. In the accounts and any attachments to the accounts, unless the contrary intention appears: "associated person" means a person who is an associate within the meaning of Division 2 of Part 1.2 of the Law; "current asset" means an asset expected to be realised within 12 months in the ordinary course of events; "current liability" means a liability that would, in the ordinary course of events, be payable within 12 months after the end of the financial year to which the accounts relate; "immediate family", in relation to a person, means the spouse and children of the person; "last year" means the financial year (if any) immediately preceding this year; "secured amounts" includes amounts secured by equitable charges and charges whether registered or unregistered; "this year" means the financial year to which the accounts relate. PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 19 Last year This year 19 19 $ $ Revenue: Profits (losses) from trading in securities Brokerage Underwriting commission Profits (losses) from trading other than in securities Dividends Interest Other revenue (specify particulars here) Total Revenue Expenses Bad debts written off Amount provided for doubtful debts Interest Salaries (including all bonuses but excluding partners' salaries) Other expenses (specify particulars here): Total Expenses Operating Profit before Income Tax Less *Income tax expense/*provision for income tax Operating Profit Extraordinary items (net of Income Tax where applicable) (attach list detailing gains and losses separately and any income tax involvements) Operating Profit and Extraordinary Items for the year BALANCE SHEET AS AT 30 JUNE 19 Notes Last year This year 19 19 $ $ Proprietors' funds represented by: Current Assets: Govt and semi-Govt securities (market value this year $ , last year $ ) Certificates of deposit at a bank Securities quoted on a securities exchange 2 (market value this year $ , last year $ ) Bills of Exchange 3 Amount owed by: 4 Dealers (after providing for doubtful debts this year $ , last year $ ) Clients (after providing for doubtful debts this year $ , last year $ ) Partners' immediate families, family bodies corporate and trusts (after providing for doubtful debts this year $ , last year $ ) Employees, employees' immediate families, family bodies corporate and trusts (after providing for doubtful debts this year $ , last year $ ) Other associated persons (after providing for doubtful debts this year $ , last year $ ) Loans and deposits 5 Cash at bank and in hand (excluding amounts held in trust) Sundry debtors (after providing for doubtful debts) Other current assets (specify particulars here) Total Current Assets Current Liabilities: Bank overdraft and other bank facilities 6 Bills of Exchange 3 Amount owed to: 4 Dealers Clients (excluding amounts held in trust) Partners' immediate families, family bodies corporate and trusts Employees, employees' immediate families, family bodies corporate and trusts Other associated persons Loans and deposits 5 Sundry creditors Sundry provisions 7 Other current liabilities (specify particulars here) 6 Total Current Liabilities Net Current Assets Non--Current Assets Investments: 2 Securities quoted on a securities exchange (market value this year $ , last year $ ) - at cost Securities not quoted on a securities exchange - at cost Furniture, fittings, equipment, motor vehicles etc - at cost less provision for depreciation (provision for depreciation this year $ , last year $ ) Freehold property - at cost less provision for depreciation (provision for depreciation this year $ , last year $ ) Amounts owed by: Partners' immediate families, family bodies corporate and trusts Employees, employees' immediate families, family bodies corporate and trusts 4 Other associated persons Loans and deposits 5 Other non-current assets (specify particulars here) Total Non-Current Assets Non-Current Liabilities Bank loans 6 Other loans and deposits 5,6 Amounts owed to: Partners' immediate families, family bodies corporate and trusts Employees, employees' immediate families, family bodies corporate and trusts Other associated persons 4 Other non-current liabilities (specify particulars here) 6 Total Non--Current Liabilities Net Non-Current Assets Total Net Assets Contingent liabilities and capital commitments NOTES TO THE BALANCE SHEET 1. Money in trust accounts is not to be regarded as current assets or current liabilities. 2. The name, number balance sheet valuation and basis of valuation of all securities held that were acquired during the year as a result of an underwriting or sub;nrunderwriting agreement are as follows: Name of Number Balance Sheet Basis of security valuation valuation 3. Bills of exchange: Last year This year $ $ (a) Current assets - to mature within: 30 days 90 days 180 days Current assets - over 180 days (b) Current liabilities;nrto mature within: 30 days 90 days 180 days Current liabilities-over 180 days 4. Secured assets/liabilities - associated persons: (a) Current assets: Secured amounts included in the following categories (state in each case the nature and extent of the security, and show the market value): Amount Nature and extent Market value of security of security Partners' immediate families, family bodies corporate and trusts Employees, employees' immediate families, family bodies corporate and trusts Other associated persons (b) Non-current assets: Secured amounts included in the following categories (state in each case the nature and extent of the security, and show the market value): Amount Nature and extent Market value of security of security Partners' immediate families, family bodies corporate and trusts Employees, employees' immediate families, family bodies corporate and trusts Other associated persons (c) Current liabilities: Secured amounts included in the following categories (state in each case the nature and extent of the security, the market value, and whether or not the security asset is owned by the dealer or, where he or she carries on business in partnership, by the firm): Amount Nature and Market value Market value extent of of security 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 3 SCHEDULE 3 Regulation 1.14 EXCLUSION OF OFFICES IN RELATION TO RELEVANT INTERESTS IN SHARES AND SECURITIES Item Office Law Jurisdiction 1 Treasurer Commonwealth 2 trustee Parts IV, X and XI of the Commonwealth Bankruptcy Act 1966 3 Chairperson of the Australian Securities Commonwealth Australian Securities Commission Act 1989 Commission 4 Deputy Chairperson of Australian Securities Commonwealth the Australian Securities Commission Act 1989 Commission 5 Member of the Australian Australian Securities Commonwealth Securities Commission Commission Act 1989 6 President of the Australian Securities Commonwealth Corporations and Commission Act 1989 Securities Panel 7 Member of the Australian Securities Commonwealth Corporations and Commission Act 1989 Securities Panel 8 Treasurer Western Australia 9 Commissioner for Western Australia Corporate Affairs 10 Public Trustee Public Trustee Act 1941 Western Australia 11 Master of the Supreme Supreme Court Act 1935 Western Australia Court 12 Registrar of the Supreme Supreme Court Act 1935 Western Australia Court 13 Treasurer Victoria 14 Commissioner for Victoria Corporate Affairs 15 Public Trustee Public Trustee Act 1958 Victoria 16 Master of the Supreme Supreme Court Act 1958 Victoria Court 17 Treasurer New South Wales 18 Public Trustee Public Trustee Act 1913 New South Wales 19 Master Division 1 of Part VIII of the Supreme Court Act 1970 20 Supervisor of Loan Loan Fund Companies Act New South Wales Fund Companies 1976 21 Protective Commissioner Mental Health Act 1958 New South Wales 22 Treasurer Queensland 23 Commissioner for Queensland Corporate Affairs 24 Public Trustee Public Trustee Act 1978 Queensland 25 Registrar Supreme Court Acts Queensland 1861-1980 26 Treasurer South Australia 27 Curator of Prisoners Criminal Law Consolidation South Australia Property Act 1935-80 28 Public Trustee Administration and Probate South Australia Act 1919-1980 29 Master or accountant Supreme Court Act 1935-1980 South Australia 30 Administrator Chapter XLIX of the Tasmania Criminal Code 31 Treasurer Tasmania 32 Commissioner for Tasmania Corporate Affairs 33 Public Trustee Public Trustee Office Tasmania Act 1930 34 Registrar of the Supreme Court Act 1959 Tasmania Supreme Court 35 Treasurer Australian Capital Territory 36 Public Trustee Administration and Probate Australian Capital Ordinance 1929 and the Territory Public Trustee Act 1985 37 Registrar of the Australian Capital Commonwealth Supreme Court Territory Supreme Court Act 1933 38 Master of the Australian Capital Commonwealth Supreme Court Territory Supreme Court Act 1933 39 Treasurer Northern Territory 40 Public Trustee Public Trustee Act 1979 Northern Territory 41 Master of the Supreme Court Northern Territory 42 Commissioner for Companies (Administration) Northern Territory Corporate Affairs Act 1986 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 4 SCHEDULE 4 Regulation 2.4.02 PRESCRIBED AMOUNTS Column 1 Column 2 Column 3 Item Matter Amount $ 1 Inspection of registers for the purposes of: (a) subsection 206vf (1) (b) subsection 210 (2) (c) subsection 215 (4) (d) subsection 235 (7) (e) subsection 242 (5) (f) subsection 271 (3) (g) subsection 702 (3) (h) subsection 715 (2) (i) subsection 724 (3) (j) subparagraph 1047 (3) (b) (ii) for each inspection 5.00 2 Supply of copies of memorandum and articles for the purposes of subsection 181 (1) 10.00 3 Supply of copies other than under subsection 181 (1) for the purposes of: (a) subsection 206vf (2) (b) subsection 210 (3) (c) subsection 215 (5) (d) subsection 235 (8) (e) subsection 242 (6) (f) subsection 256 (3) (g) subsection 259 (2) (h) subsection 271 (4) (i) subsection 715 (3) (j) subsection 724 (4) (k) subsection 812 (3) (l) subsection 1047 (7) (m) paragraph 1178 (3) (a) for each page, or part of a page, not exceeding international sheet size A4 of the copy supplied or, at the option of the supplier, for each 100 words or part of 100 words 0.50 4 Payment for each name and address in the written statement for the purposes of subsection 699 (2) 0.10 5 For compliance with a notice for the purposes of subsection 723A (1) 5.00 6 Replacement of lost or destroyed certificate for the purposes of subsection 1089 (1) 10.00 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 5 SCHEDULE 5 Regulation 3.6.02 CHAPTER 3 - INTERNAL ADMINISTRATION PART 3.6 - ACCOUNTS REQUIREMENTS FOR FINANCIAL STATEMENTS UNDER SUBREGON 297 (1) OF THE CORPORATIONS LAW PART 1 - PRELIMINARY Interpretation 1. (1) In this Schedule, unless the contrary intention appears: "accounts" has the same meaning as in section 9 of the Corporations Law; "balance sheet" does not include the notes to a balance sheet; "business undertaking" means a financial or business undertaking or scheme that is carried on by means of or through an unincorporated association, a joint venture, a partnership or a trust, in Australia or elsewhere; "comparative financial period" means: (a) in relation to: (i) the accounts of a corporation referred to in paragraph 1058 (5) (b) of the Corporations Law; or (ii) if that body is a holding company - the group accounts prepared in accordance with that paragraph for a period of 6 months after the end of a financial year of that body; the period of 6 months after the end of the immediately preceding financial year of that body; or (b) in relation to a set of consolidated accounts of: (i) a borrowing corporation; and (ii) each guarantor body referred to in paragraph 1058 (6) (b) of the Corporations Law for a period of 6 months after the end of a financial year of the borrowing corporation; the period of 6 months after the end of the immediately preceding financial year of that corporation or body; or (c) in relation to the accounts of any other corporation for a financial period - the immediately preceding financial period; "current assets" means, in relation to: (a) a corporation - cash or other assets of the corporation that would, in the ordinary course of business of the corporation, be consumed or converted into cash within 12 months after the end of the last financial period of that corporation; or (b) a group - cash or other assets of each corporation in the group that would, in the ordinary course of business of that body, be consumed or converted into cash within 12 months after the end of the last financial period of that body; "current liabilities" means, in relation to: (a) a corporation - liabilities of the corporation that would in the ordinary course of business of the corporation be due and payable within 12 months after the end of the last financial period of the corporation; or (b) a group - liabilities of each corporation in the group that would in the ordinary course of business of that corporation be due and payable within 12 months after the end of the last financial period of that corporation; "director's valuation" means, in relation to the assets of a corporation, a valuation that is not an independent valuation; "financial period" means, in relation to: (a) the accounts of: (i) a corporation referred to in paragraph 1058 (5) (b) of the Corporations Law; or (ii) if that body is a holding company - the group accounts prepared in accordance with that paragraph; the period of 6 months after the end of the financial year of that body; and (b) a set of consolidated accounts of: (i) a borrowing corporation; and (ii) each guarantor body referred to in paragraph 1058 (6) (b) of the Corporations Law; the period of 6 months after the end of the financial year of the borrowing corporation or body; and (c) the group accounts of a holding company: (i) if the financial period of any one or more of the corporations in the group does not end on the date on which the financial period of the holding company ends - the financial period of the holding company; and (ii) in any other case - the financial period of each other corporation in the group that does not end on that date; and (d) the accounts or group accounts of any other company - a financial year of the company; "independent valuation" means, in relation to a valuation of assets of a company, a valuation made by a person: (a) who is an expert in relation to valuations of that type; and (b) whose pecuniary or other interests could not reasonably be regarded as being capable of affecting the person's ability to give an unbiased opinion in relation to that valuation; "information" includes particulars, an amount, or both; "interest" includes discount on bills of exchange; "profit and loss account" does not include the notes to a profit and loss account; "remuneration" means any money, consideration or benefit but does not include, in relation to: (a) a person who is a director or executive officer of a corporation - amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the corporation or any related body corporate; or (b) a person not resident in Australia who is a director of a corporation - emoluments: (i) received; or (ii) due and receivable; by the person from a holding company: (iii) of which he or she is a director or employee; and (iv) that is a corporation formed or incorporated outside Australia, being emoluments received, or due and receivable, by the person as director or employee; "right or interest", in relation to a business undertaking, means a right to participate, or any interest, in any profits, assets or realisation of the undertaking, whether or not that right or interest: (a) is enforceable; or (b) is evidenced by a formal document; or (c) relates to a physical asset; "the accounts" means the accounts of a company but does not include the group accounts if the company is a holding company; "the profit or loss" means, in relation to: (a) a company - the operating profit or loss and extraordinary items of the company after providing for income tax; or (b) a group - the operating profit or loss and extraordinary items attributable to members of the holding company of the group after providing for income tax. (2) In this Schedule, unless the contrary intention appears: (a) a reference to a requirement is a reference to a requirement of this Schedule; and (b) a reference to a class of assets or liabilities of a company or group is a reference to: (i) a class of assets or liabilities; and (ii) any other assets or liabilities; that share a common nature and function in the business of that company or group referred to in a subparagraph in clause 13; and (c) subject to clause 39, a reference to the assets, liabilities, share capital or reserves of a group or to the provisions made by the group is a reference to the assets, liabilities, share capital or reserves of each corporation in that group or to the provisions made by each corporation, respectively; and (d) a reference to cash as a current asset includes a reference to money held at call with a bank or financial institution. (3) If: (a) a provision of this Schedule requires a note of a matter to be included in the group accounts in relation to the profit and loss account or balance sheet forming part of those accounts; and (b) that matter relates to a corporation in the group; and (c) 2 or more profit and loss accounts or balance sheets form part of those accounts; the reference to the profit and loss account or balance sheet forming part of those accounts is to be read as a reference to the profit and loss account or balance sheet that deals with the profit or loss or state of affairs, as the case may be, of that corporation. (4) Unless the contrary intention appears in accounts or group accounts, an expression used in those accounts or group accounts has the same meaning as in this Schedule. Adaptation of format 2. (1) In this clause, "prescribed requirement" means, in relation to accounts or group accounts: (a) a form of words; or (b) the order in which headings, subheadings or entries are to be arranged. (2) Subject to subclause (3), if: (a) in the opinion of the directors of a company, having regard to the nature of the business conducted by the company; or (b) in the opinion of the directors of a holding company of a group, having regard to the nature of the business conducted by the group; any prescribed requirement would prevent the accounts of that company, or the group accounts, as the case may be, being prepared so as to give a true and fair view of the profit or loss or state of affairs of the company or the group in any respect, those accounts or group accounts may depart from that requirement to the extent necessary to give a true and fair view. (3) A prescribed requirement to specify an item of information in a profit and loss account or balance sheet forming part of accounts or group accounts may only be departed from if that information is given separately in a note forming part of those accounts or group accounts. (4) If a provision of this Schedule requires any matter relating to an entry in a profit and loss account or a subheading in a balance sheet to be provided for in a note, that matter may be incorporated into that entry or subheading. General requirements for information given in accounts or group accounts 3. (1) Subject to subclauses (3), (4) and (5), for the purpose of making out the accounts or the group accounts for a financial period, a reference in this Schedule to the stating of information: (a) in an entry in a profit and loss account, or in a note to that account, is to be read as a reference to the stating of that information for that period, and the stating of the corresponding information for the comparative financial period, in that entry or note; and (b) in a subheading in a balance sheet, or in a note to that balance sheet, is to be read as a reference to the stating of that information as at the end of that period, and the stating of the corresponding information as at the end of the comparative financial period, in that subheading or note. (2) If the financial periods referred to in paragraph (1) (a) or (b) are not equal in length, the periods covered must be clearly indicated in the accounts or group accounts. (3) For the purpose of making out for a financial period the first accounts after the incorporation of a company or the first group accounts after a company becomes a holding company, a reference in this Schedule to the stating of information does not include the stating of information corresponding to that information for or as at the end of the comparative financial period. (4) Information relating to a matter for or as at the end of the comparative financial period need not be given in those accounts or group accounts if the directors, in those accounts or group accounts, state in relation to that matter, that that information cannot be so given without unreasonable expense or delay. (5) If Division 3 of Part 4 applies to a company or group for a financial period but did not so apply for the comparative financial period, the information required by that Division to be included in the accounts or group accounts is not required to be given for or as at the end of the comparative financial period. (6) If the accounts or the group accounts are required to include a note because of: (a) a provision in Division 2 of Part 3 - that note must be a note to the profit and loss account; or (b) a provision in Division 3 of Part 3 or clause 28, 32 or 33 - that note must be a note to the balance sheet; or (c) any other provision - that note must be a note to the profit and loss account, or to the balance sheet, forming part of those accounts or group accounts. (7) If a provision of this Schedule requires information to be given in a note, a note prepared for the purposes of that provision must contain sufficient headings, cross-references or other particulars to enable the subject matter or purpose of the note to be readily identified. Language and monetary values 4. (1) Accounts and group accounts must be expressed in the English language. (2) In accounts and group accounts all amounts must be expressed in Australian currency. Form of accounts of holding company and subsidiaries 5. (1) Subject to subclause (2), if the group accounts of a holding company include separate accounts for one of its subsidiaries, the accounts of the subsidiary must, as far as practicable, be in the same form as the accounts of the holding company. (2) If a subsidiary is formed or incorporated outside Australia, it is sufficient compliance with the provisions of subclause (1) if the accounts of the subsidiary: (a) are in the form; and (b) are reported on by an auditor in the manner; and (c) contain the particulars; and (d) include or are accompanied by the documents (if any); that is or are required by the law of the place in which it is formed or incorporated concerning accounts to be laid before the subsidiary in a general meeting. PART 2 - FORMAT OF PROFIT AND LOSS ACCOUNT AND BALANCE SHEET Profit and loss account - basic format 6. (1) A profit and loss account must have the following format: Operating profit or loss; Income tax attributable to operating profit or loss; Operating profit or loss after income tax Profit or loss on extraordinary items; Income tax attributable to profit or loss on extraordinary items Profit or loss on extraordinary items after income tax; Operating profit or loss and extraordinary items after income tax; Minority interests in operating profit or loss and extraordinary items after income tax; Operating profit or loss and extraordinary items after income tax attributable to members of the holding company; Retained profits or accumulated losses at the beginning of the financial year; Aggregate of amounts transferred from reserves; Total available for appropriation; Dividends provided for or paid; Aggregate of amounts transferred to reserves; Other appropriations; Retained profits or accumulated losses at the end of the financial year. (2) Such of the words set out in the table in subclause (1) as are relevant must be given in a profit and loss account with the total amount to which those words refer as an entry or part of an entry. Balance sheet - basic format 7. (1) A balance sheet must have the following format: CURRENT ASSETS Cash Receivables Investments Inventories Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Receivables Investments Inventories Property, plant and equipment Intangibles Other TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Creditors and borrowings Provisions Other TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Creditors and borrowings Provisions Other TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS' EQUITY Share capital Reserves Retained profits or accumulated losses Shareholders' equity attributable to members of the holding company Minority shareholders' interest in subsidiaries TOTAL SHAREHOLDERS' EQUITY. (2) For the purposes of this clause, each of the following groups of words set out in the table in subclause (1) is a heading: CURRENT ASSETS NON-CURRENT ASSETS CURRENT LIABILITIES NON-CURRENT LIABILITIES SHAREHOLDERS' EQUITY (3) The headings set out in the table in subclause (1), to the extent that they are relevant, must be given in a balance sheet. (4) The words set out in the table in subclause (1) that are relevant and do not comprise a heading must be given in a balance sheet with the total amount to which those words refer as a subheading or part of a subheading. (5) Each amount given in a balance sheet forming part of the accounts or the group accounts, as the amount of assets of the company or group, as at the end of a financial period must be the difference between: (a) the total of the amounts for which those assets are recorded in the books of the company, or of each corporation in that group, at the end of that period; and (b) the total provided for in respect of those assets by way of depreciation, amortisation, diminution in value or doubtful debts in those books as at the end of that period. PART 3 - NOTES TO THE ACCOUNTS OR GROUP ACCOUNTS Division 1 - Preliminary Application of Part 8. (1) Subject to subclause (2), this Part applies: (a) to all companies; and (b) to all groups. (2) An exempt proprietary company and a group of which the holding company is an exempt proprietary company are subject only to clauses 20, 22, 23 and 27. Division 2 - Notes relating to the profit and loss account Profit and loss account - basic notes 9. (1) The accounts, or the group accounts, must include a note of: (a) each of the following items credited as revenue in determining operating profit or loss: (i) dividends; (ii) interest; (iii) material profits arising from the sale of non-current assets; (iv) material increases arising from the revaluation of non-current assets; (v) material transfers from provisions; (vi) abnormal items; and (b) each of the following items charged as expense in determining operating profit or loss: (i) interest; (ii) bad and doubtful debts in each class of debts; (iii) material losses arising from the sale of non-current assets; (iv) material decreases arising from the revaluation of non-current assets; (v) amount charged for depreciation, amortisation or diminution in value, as the case may be, of each of the following classes of assets: (A) investments; (B) inventories; (C) property, plant and equipment; (D) intangibles; (E) any other assets; as given in the balance sheet forming part of those accounts; (vi) material transfers to provisions other than provisions referred to in subparagraph (v); (vii) abnormal items; (c) any amount derived by the application of equity accounting in determining the profit or loss; and (d) each material extraordinary item included in determining the profit or loss. (2) A note referred to in subclause (1) must specify: (a) particulars, and the total amount, of each of the items, to which it relates; and (b) in the case of the item referred to in subparagraph (1) (b) (v) - particulars, and the total amount, of each class of assets so affected. Income tax attributable to accounting profit and to other years 10. (1) If there is a difference of more than 15% between the total amount provided for income tax attributable to a company, or to a group, for a financial period and the amount of income tax that would be payable for that period on the income of the company or group, calculated by reference to its operating profit or loss and extraordinary items, the accounts of the company or group must include a note of a reconciliation of that difference. (2) If provision is made for the payment of income tax attributable to a company or to a corporation in a group during a period that, in whole or part, is a period other than the financial period in which that provision was made, the accounts of the company or the group accounts relating to that group must include a note stating: (a) the amount (if any) of that provision that is attributable to that financial period; and (b) the amount of that provision that is attributable to any other period. Interest or dividends to or from related and other corporations 11. If: (a) at any time during a financial period, or a comparative financial period, a company was related to a corporation or corporations; and (b) subclause 9 (2) requires a note to include particulars and an amount relating to interest or dividends; those particulars must include: (c) the part of that amount that is attributable to that corporation or those corporations; and (d) the part of that amount that is attributable to other persons. Division 3 - Notes relating to the balance sheet Subdivision A - Classes of assets etc. Classes of assets, liabilities, etc. 12. (1) For the purposes of this Schedule, the assets, liabilities, share capital and reserves of a corporation, or group, and the provisions made by a corporation or by a group, must each be divided into classes, according to its nature and function in the business of the corporation or group. (2) In relation to a subheading in a balance sheet forming part of the accounts or the group accounts, the accounts or group accounts must include a note of each of the classes included in determining the total amount given in the subheading. (3) Without limiting the classes that may be included in a note in accordance with subclause (2), those classes must include the classes which, in accordance with clause 13, relate to that subheading. (4) A note required by this Subdivision or by Subdivision B must specify particulars and the total amount of each class to which it relates. Given classes of assets, liabilities etc, 13. The accounts or the group accounts must include a note of each of the classes in the following paragraphs: (a) for receivables as current assets: (i) trade debtors; (ii) bills of exchange and promissory notes; (iii) in the case of accounts of a company that acts as trustee - rights of indemnity for liabilities incurred by the company on behalf of the trust; (iv) in the case of group accounts relating to a group if a corporation in that group acts as trustee - rights of indemnity for liabilities incurred by that corporation on behalf of the trust; and (b) for investments as current assets: (i) government and semi-government stocks and bonds; (ii) debentures; (iii) shares; (iv) options for shares; and (c) for inventories as current assets: (i) raw materials and stores; (ii) work in progress; (iii) finished goods; (iv) land held for resale; and (d) for receivables as non-current assets: (i) trade debtors; (ii) bills of exchange and promissory notes; (iii) in the case of accounts of a company that acts as trustee - rights of indemnity for liabilities incurred by the company on behalf of the trust; (iv) in the case of group accounts relating to a group if a corporation in that group acts as trustee - rights of indemnity for liabilities incurred by that corporation on behalf of the trust; and (e) for investments as non-current assets: (i) government and semi-government stocks and bonds; (ii) debentures; (iii) shares; (iv) options for shares; (v) rights or interests in business undertakings; and (f) for inventories as non-current assets: (i) raw materials and stores; (ii) work in progress; (iii) finished goods; (iv) land held for resale; and (g) for property, plant and equipment as non-current assets: (i) land and buildings; (ii) plant or equipment; and (h) for intangible non-current assets: (i) goodwill; (ii) patents, trade marks and licences; and (j) for creditors and borrowings as current liabilities: (i) bank overdrafts; (ii) bank loans; (iii) debentures; (iv) bills of exchange and promissory notes; (v) trade creditors; (vi) lease liabilities; and (k) for provisions as current liabilities: (i) dividends; (ii) taxation; (iii) employee entitlements; and (l) for creditors and borrowings as non-current liabilities: (i) bank loans; (ii) debentures; (iii) other loans; (iv) trade creditors; (v) lease liabilities; and (m) for provisions as non-current liabilities - employee entitlements; and (n) for reserves: (i) share premium account; (ii) capital redemption reserve; (iii) other reserves, other than capital reserve arising on consolidation. Provisions in relation to assets 14. If: (a) at the end of a financial period a provision for depreciation, amortisation, diminution in value or doubtful debts exists in the books of a company or a corporation in a group in relation to a class of assets of the company or corporation; and (b) that class is required to be included in a note referred to in subclause 12 (2), the particulars of that class required for the purposes of subclause 12 (4) include: (i) the total amount of that provision; and (ii) the amount equal to the residue remaining after deducting from the total amount referred to in subclause 12 (4) the total amount referred to in paragraph (a). Subdivision B - Special requirements in relation to certain classes of items Particulars of each class of share capital 15. (1) In relation to each class of share capital of a company other than a holding company that is required to make out group accounts, the particulars and amount required by subclause 12 (4) to be given for a financial period must include: (a) the particulars and amount, at the end of that period, of: (i) authorised capital; (ii) paid-up capital; (iii) calls in arrear; (iv) capital on which interest has been paid out of capital during that financial period and the rate of the interest so paid; (v) capital that is not capable of being called up except in the event of, and for the purposes of, the winding up of the company; and (b) in relation to unissued shares for which options are outstanding: (i) the number of those shares in that class as at the end of that period; (ii) the terms of issue of each class of shares; and (c) in relation to any class of preference shares: (i) the rate of dividend; (ii) the amount of arrears of dividend as at the end of that period; (iii) whether they are cumulative or non-cumulative, participating or non-participating; (iv) whether they are to be redeemed or, at the option of the company, are liable to be redeemed; (v) if the preference shares are to be redeemed or at the option of the company are liable to be redeemed - the date on or before which they are to be redeemed, or are liable to be redeemed, the earliest date on which the company has power to redeem them and the amount of any premium or discount on redemption; and (d) for all shares issued during that period: (i) the purposes of the issue; (ii) the classes of shares issued; (iii) the number of shares issued of each class; (iv) the terms of issue of each class of the shares; and (e) if the company is a no liability company, the number of shares forfeited during that period. (2) Subclause (1) applies to the group accounts as if: (a) "a company other than a holding company that is required to make out group accounts" were omitted and "a corporation in a group that has been issued to persons not being members of the group" were substituted; and (b) in subparagraph (1) (a) (i) "in the case of the holding company of that group "were inserted before "authorised capital"; and (c) in subparagraphs (1) (a) (v), (1) (c) (iv) and (v) and paragraph (1) (e) "the company" (wherever occurring) were omitted and "the corporation" substituted; and (d) in paragraph (1) (d) "for all shares issued during that period" were omitted and "in respect of the shares issued during that period" substituted. Transfers to or from each class of reserves 16. The accounts or the group accounts for a financial period must include a note of material transfers to and from any class of reserves during that period. Subdivision of certain classes of assets and liabilities 17. (1) If: (a) a class of assets of a corporation comprising non-current assets, inventories or investments (other than investments listed on a stock exchange specified in regulation 3.6.03 that have been recorded in the books of the corporation at market value) is required to be included in a note to a balance sheet referred to in subclause 12 (2); and (b) part of that class (in this subclause referred to as "the designated part") is valued otherwise than at the cost of manufacture, production or other acquisition; the particulars of that class required for the purposes of subclause 12 (4) include: (c) a summary description of the designated part, including in the case of non-current assets or investments: (i) the year of their valuation; (ii) the basis of the valuation; (iii) whether the valuation was a director's valuation or an independent valuation; (iv) if that balance sheet is the first balance sheet in which reference is made to a valuation referred to in subparagraph (iii) - the name of the person who made that valuation; and (d) a summary description of the remainder of the class; and (e) the total of the designated part and the remainder of the class; and (f) if the total amount of a provision relating to those assets and the total amount of the residue must be included in that note because of clause 14 - each of those amounts must be apportioned so as to state the amount that is attributable to the designated part and the amount that is attributable to the remainder of the class. (2) If: (a) a class comprising liabilities is required to be included in a note referred to in subclause 12 (2); and (b) part of that class comprises liabilities secured by a charge; the particulars of that class required for the purposes of subclause 12 (4) include: (c) a summary of the nature of the security; and (d) the total amount of the liabilities secured by the charge. (3) If: (a) a class of assets comprising investments is required to be included in a note referred to in subclause 12 (2); and (b) part of that class comprises investments listed on a stock exchange prescribed by regulation 3.6.03; the particulars of that class required for the purposes of subclause 12 (4) include: (c) a summary description of the investments so listed; and (d) the market value of the investments so listed worked out on the official quotation on the stock market of that exchange. (4) If a class comprising: (a) bills of exchange due and receivable by a corporation is required to be included in a note referred to in subclause 12 (2) and part of that class comprises bills accepted or endorsed by a bank; or (b) interest paid or payable by a corporation is required to be included in a note referred to in subclause 12 (2) and part of that class comprises interest capitalised; or (c) a provision for income tax is required to be included in a note referred to in subclause 12 (2) and part of that class comprises a provision for future liability; or (d) assets is required to be included in a note referred to in subclause 12 (2) and part of that class comprises capitalised lease assets; the particulars of that class required for the purposes of subclause 12 (4) include: (e) a summary description of that part; and (f) the total amount of that part. Debts, charges or options 18. (1) If: (a) at the end of a financial period, a company holds shares in a corporation or options for shares in a corporation; and (b) in relation to the balance sheet forming part of the accounts of the company as at the end of that period, a note is required to include particulars relating to those shares and options for the purposes of subclause 12 (4); those particulars must include particulars showing the extent to which those shares or options are held: (c) in a related corporation; or (d) in another corporation. (2) If: (a) at the end of a financial period, debts other than trade debts are due and receivable by or payable by a company (in this subclause referred to as "the subject company"); and (b) in relation to the balance sheet forming part of the accounts of the subject company as at the end of that period, a note is required to include particulars relating to those debts for the purposes of subclause 12 (4); those particulars must include particulars showing the extent to which those debts are due and receivable from or payable to: (c) the holding company (if any) of the subject company; and (d) any other related corporation. (3) If at the end of a financial period there remains in existence a loan made, guaranteed or secured by a company, by the company and one of its subsidiaries (if any) or by one or more of its subsidiaries to: (a) a director of the company, a spouse of a director, or a relative of a director or spouse; or (b) a director of a related corporation, a spouse of a director, or a relative of a director or spouse; or (c) a trustee of a trust under which a person referred to in paragraph (a) or (b) has a beneficial interest, if the loan is made to the trustee in his or her capacity as trustee; or (d) a corporation, if a person referred to in paragraph (a) or (b) has a direct or indirect beneficial interest in shares in the corporation the nominal value of which is not less than 10 per cent of the nominal value of the issued share capital of the corporation; the accounts of that company for that period must include a note stating the total amount of that loan or of all such loans. (4) For the purposes of paragraph (3) (d), a person referred to in paragraph (3) (a) or (b) is not to be taken to have a beneficial interest in shares in a corporation only because: (a) the company has a relevant interest in shares in the corporation; and (b) the person has a relevant interest in shares in the company. (5) If: (a) at the end of a financial period, a corporation in a group holds shares in a corporation or options for shares in a corporation that does not form part of that group; and (b) in relation to the balance sheet forming part of the group accounts at the end of that period, a note is required to include particulars relating to those shares and options for the purposes of subclause 12 (4); those particulars must include particulars showing the extent to which those shares or options are held: (c) in a related corporation; or (d) in another corporation. (6) If: (a) at the end of a financial period debts other than trade debts are due and receivable by or payable by a corporation in a group (in this subclause referred to as "the subject corporation"); and (b) in relation to the balance sheet forming part of the group accounts relating to that group as at the end of that period, a note is required to include particulars relating to those debts for the purposes of subclause 12 (4); those particulars must include particulars showing the extent to which those debts are due and receivable from and payable to: (c) the holding company (if any) of the subject corporation; and (d) any other related corporation. (7) If at the end of a financial period there remains in existence a loan made, guaranteed or secured by a corporation in a group to: (a) a director of the corporation, a spouse of a director, or a relative of a director or spouse; or (b) a director of a related corporation, a spouse of a director, or a relative of a director or spouse; or (c) a trustee of a trust under which a person referred to in paragraph (a) or (b) has a beneficial interest, if the loan is made to the trustee in his or her capacity as trustee; or (d) a corporation, if a person referred to in paragraph (a) or (b) has a direct or indirect beneficial interest in shares in the corporation the nominal value of which is not less than 10 per cent of the nominal value of the issued share capital of the corporation; the group accounts for that period must include a note stating the total amount of that loan. (8) For the purposes of paragraph (7) (d), if a corporation makes, guarantees or secures a loan to a corporation referred to in that paragraph, a person referred to in paragraph (7) (a) or (b) must not be taken to have a beneficial interest in shares in the corporation only because: (a) the first-mentioned corporation has a relevant interest in shares in the corporation so referred to; and (b) the person has a relevant interest in shares in the firstmentioned corporation. Land held for sale 19. (1) If land is held for sale by a company or by a corporation in a group, the accounts or the group accounts must include a note of: (a) the total cost of acquiring the land; and (b) the total amount of any expenses involved in developing the land that have been capitalised; and (c) the total of any rates, taxes, interest or other amounts relating to the land that have been capitalised. (2) In subclause (1), "land" includes an interest in land. Unearned revenue 20. If a balance sheet forming part of the accounts or the group accounts specifies a class of receivables, no part of those receivables that comprises unearned revenue must be included in an estimate of the gross amount of those receivables unless the amount of the unearned revenue is shown as a deduction from that estimated amount. Valuations supported by guarantees, warranties or indemnities 21. If the valuation given in relation to an asset included in a class specified in a balance sheet forming part of the accounts or group accounts as at the end of a financial period is supported by the existence of a guarantee, warranty or indemnity and there is a material difference between: (a) the estimated realisable value of the asset as at the end of that period; and (b) the amount at which the asset is shown in the books of the company or of the corporation at that time; those accounts or group accounts must include a note of: (c) the nature of the asset; and (d) the amount at which the asset is so shown in the books; and (e) the estimated realisable value of the asset if its value were not supported by the existence of a guarantee, warranty or indemnity; and (f) the terms of the guarantee, warranty or indemnity; and (g) the identity of the other party or parties to the guarantee, warranty or indemnity. Subdivision C - Commitments etc. not otherwise included Commitments for expenditure 22. (1) For the purposes of this clause: (a) capital expenditure contracted for; and (b) lease and hire expenditure contracted for; and (c) each type of commitment for expenditure, according to its subject matter, other than commitments referred to in paragraph (a) or (b) or commitments for the supply of inventories; each comprise separate types of commitments for expenditure. (2) If: (a) a balance sheet forming part of the accounts or the group accounts at the end of a financial period does not include commitments for expenditure; and (b) a type of commitment for expenditure that existed at the end of that period was material; those accounts or group accounts must include a note stating separately the total amount of that type of commitment for expenditure that is payable: (c) not later than one year; and (d) later than one year but not later than 2 years; and (e) later than 2 years but not later than 5 years; and (f) later than 5 years; after the end of that financial period. Contingent liabilities 23. (1) The accounts as at the end of a financial period must include a note stating, so far as practicable, the total, or an estimate of the total, of any contingent liabilities of the company as at the end of that period if that amount is material. (2) A note stating an amount of contingent liabilities must state how much of that amount arises for each of the following categories: (a) the company; and (b) related corporations; and (c) corporations the management or operating policies of which can be significantly influenced by the company or by a related corporation; and (d) business undertakings the management or operating policies of which can be significantly influenced by the company or by a related corporation or in which the right or interest of the company or a related corporation is material; and (e) other persons; and give particulars of those liabilities for each category. (3) The group accounts for a financial period must include a note stating for all corporations in the group, so far as practicable, the total, or an estimate of the total, of any contingent liabilities of those corporations as at the end of that period if that total is material to those corporations. (4) A note stating the total of the contingent liabilities of the corporations in a group (in this subclause referred to as "the subject corporations") must state how much of that total arises for each of the following categories: (a) the subject corporations; and (b) related corporations of the subject corporations not being corporations in that group; and (c) the corporations, other than corporations referred to in paragraph (a) or (b), the management or operating policies of which can be significantly influenced by any of the subject corporations, or by a related corporation of any of the subject corporations; and (d) the business undertakings the management or operating policies of which can be significantly influenced by any of the subject corporations, or by a related corporation of any of the subject corporations, or in which a right or interest of any of the subject corporations, or of a related corporation of any of the subject corporations, is material; and (e) other persons; and give particulars of those liabilities for each category. (5) Subject to subclause (6), the amount and particulars for a category referred to in subclause (2) or (4) may be expressed as a total. (6) If the contingent liabilities in a category differ substantially in nature, the information given for that category must be sufficient to enable the amount and nature of those liabilities to be distinguished. Standby arrangements, unused credit facilities, etc. 24. (1) In this clause, "corporation to which this clause applies" means a company or a corporation in a group, that is: (a) a borrowing corporation; or (b) a guarantor corporation; or (c) a corporation to which the Financial Corporations Act 1974 applies. (2) For the purposes of this clause, each of the following is a type of financing arrangement: (a) credit standby arrangements; (b) loan rollover facilities; or (c) all other financing arrangements. (3) If at the end of a financial period a corporation to which this clause applies has access to or provides a financing arrangement, the accounts or, if the corporation is a corporation in a group, the group accounts relating to that group, for that period, must include a note stating for that financing arrangement or all financing arrangements of the same type: (a) its nature; and (b) the amount or the total amount of finance that is so accessible or is so provided; and (c) a summary of restrictions as to its use or withdrawal; and (d) in the case of a credit standby arrangement - the total amount of credit unused. Division 4 - Other notes to be included in the accounts or group accounts Remuneration of directors 25. (1) In this clause, "income", in relation to a director of a company, means all his or her remuneration: (a) in connection with the management of the affairs of the company, or any related corporation, whether as a director or otherwise; and (b) by way of brokerage or commission in consideration of: (i) subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in or debentures of, the company or any related corporation; or (ii) procuring, or agreeing to procure, subscriptions, for shares in, or debentures of, the company or any related corporation; and (c) by way of bonuses, commissions or salaries; but does not include: (d) remuneration received by a person who: (i) is a director of a company that is at the end of the financial period a wholly-owned subsidiary of a holding company incorporated outside Australia; and (ii) is not resident in Australia; and (e) any amount to which clause 26 applies. (2) Subject to subclause (3), the accounts for a financial period of a company must include in a note: (a) the total of the income received, or due and receivable, for that financial period, by all directors of the company, directly or indirectly, from the company or from any related corporation; and (b) the number of directors of the company whose total income received, or due and receivable, for that financial period, directly or indirectly, from the company or from any related corporation, falls within each band of income of $10,000. (3) If a person: (a) is a director of a company that is at the end of a financial period a wholly-owned subsidiary of a holding company incorporated in Australia; and (b) is an executive officer of that holding company; (c) is not a director of that holding company; and (d) is required to be a director of the first-mentioned company in order to discharge, in whole or in part, his or her duties as an executive officer of that holding company; that person is to be treated as if he or she were not a director of the first-mentioned company. (4) Subject to subclause (5), the group accounts must include in a note the total of the income received, or due and receivable, for the financial period, by all directors of each corporation in the group, directly or indirectly, from the corporations of which they are directors or from any related corporation. (5) If a person: (a) is a director of a corporation that, at the end of a financial period, is a wholly-owned subsidiary of a company incorporated in Australia that is a holding company of a group; and (b) is an executive officer of the holding company; and (c) is not a director of the holding company; and (d) is required to be a director of the corporation in order to discharge in whole or in part, his or her duties as an executive officer of the holding company; the person must be treated for the purposes of subclause (4) as if he or she were not a director of the corporation. Payments to persons or to prescribed superannuation funds 26. (1) Subject to subclause (2), if during a financial period: (a) a company or an associate gave a prescribed benefit to a person, or to a prescribed superannuation fund, in connection with the retirement of a person from a prescribed office in relation to the company - the accounts of the company; or (b) a corporation in a group or an associate gave a prescribed benefit to a person, or to a prescribed superannuation fund, in connection with the retirement of a person from a prescribed office in relation to the company or one of its subsidiaries - the group accounts; must include a note stating particulars of that payment. (2) The particulars referred to in subclause (1): (a) must be particulars that have been disclosed to, and approved in a general meeting by, the members of the company or corporation, as the case may be, in accordance with subsection 237 (2) of the Corporations Law; and (b) may be given in summary form in the accounts or group accounts, as the case may be, if the directors, having regard to the number of persons to whom those particulars would relate and the nature of those particulars, state in those accounts or group accounts, as the case may be, that the provision of full particulars would be unreasonable. (3) An expression used in this clause has the same meaning as in section 237 of the Corporations Law. Remuneration of auditors 27. (1) The accounts for a financial period must include in a note: (a) the total of the remuneration received, or due and receivable, for that financial period by the auditor of the company, directly or indirectly, from the company, or any related corporation, in connection with auditing the accounts of the company; and (b) the total of the remuneration received, or due and receivable, for that financial period by the auditor of the company, directly or indirectly, from the company, or any related corporation, in connection with any other services provided by that auditor to the company. (2) The group accounts for a financial period must include in a note: (a) the total of the remuneration received, or due and receivable, for that financial period by the auditor or auditors of any corporation in that group, directly or indirectly, from any corporation in that group, or any related corporation, in connection with auditing the accounts and group accounts of the holding company and the accounts of each of its subsidiaries; and (b) the total of the remuneration received, or due and receivable, for that financial period by each auditor of any corporation in that group, directly or indirectly, from any corporation in that group, or any related corporation, in connection with any other services provided by that auditor to any corporation in that group. (3) If a part of the remuneration referred to in paragraph (2) (a) or (b) has not been received, or is not due and receivable, by the auditor of the holding company of the group referred to in subclause (2), the note referred to in that subclause must state the amount of that part separately. (4) In this clause, "auditor", in relation to a company, means: (a) a person who has or shares; or (b) a member of a firm which has or shares; the duty of making the report required by subsection 332 (1) of the Corporations Law on the accounts or group accounts of that company. PART 4 - SPECIAL ACCOUNTING REQUIREMENTS IN RELATION TO CERTAIN CORPORATIONS Division 1 - Borrowing and guarantor corporations Schedule of debts receivable and debts payable 28. (1) The accounts of a borrowing corporation or guarantor for a financial period must include, in relation to the balance sheet, a note containing a schedule setting out, separately, estimates of: (a) debts receivable; and (b) debts payable; shown in that balance sheet that are receivable or payable, as the case requires: (c) not later than one year; and (d) later than one year but not later than 2 years; and (e) later than 2 years but not later than 5 years; and (f) later than 5 years; after the end of that financial period. (2) Subclause (1) applies to the consolidated accounts required by subsection 1058 (6) of the Corporations Law as if the reference in that subclause to the accounts of a borrowing corporation or guarantor corporation were a reference to those consolidated accounts. Division 2 - Listed corporations Remuneration of executive officers 29. (1) In this clause, "income" means remuneration but does not include: (a) an amount paid to a person who is an executive officer of a listed corporation if the person was employed by the corporation: (i) for the whole of a financial period and worked wholly or mainly during that year outside Australia; or (ii) for part of a financial period and worked wholly or mainly during that part of the period outside Australia; and (b) any amount to which clause 26 applies. (2) The accounts of a listed corporation for a financial period must include in a note: (a) the number of executive officers of the corporation whose total income received, or due and receivable, for that financial period, directly or indirectly, from that corporation, or any related corporation, in connection with the management of the affairs of that corporation, or any related corporation, whether as executive officer or otherwise, falls within each $10,000 band of income after $100,000; and (b) the total of the income referred to in paragraph (a) of all executive officers referred to in that paragraph. (3) The group accounts of the group of which a listed corporation is the holding company for a financial period must include in a note: (a) the number of executive officers of that group whose total income received, or due and receivable, for that financial period, directly or indirectly, from the bodies corporate in that group, or any related body corporate, in connection with the management of the affairs of the corporations in that group, or any related corporation, whether as executive officers or otherwise, falls within each $10,000 band of income after $100,000; and (b) the total of the income referred to in paragraph (a) of all executive officers referred to in that paragraph. Division 3 - Certain companies including listed corporations and borrowing corporations Application of Division 30. (1) Subject to subclause (2), this Division applies: (a) to a company, or to a group, for a financial period (in this paragraph referred to as "the initial period") and the immediately following financial period if at the end of the financial period immediately preceding the initial period, the company, or the holding company of that group, was: (i) a listed corporation; or (ii) a borrowing corporation; and (b) to a company or to a group, if that company or the holding company of that group, was a company other than a listed corporation, a borrowing corporation, or an exempt proprietary company, for a financial period (in this paragraph referred to as "the initial period") and the immediately following financial period if: (i) at the end of the financial period immediately preceding the initial period the gross assets of that company or group exceeded $10,000,000; or (ii) during the financial period immediately preceding the initial period the gross operating revenue of that company or group exceeded $20,000,000. (2) This Division does not apply to a corporation referred to in paragraph (1) (a) or (b) that is a wholly-owned subsidiary of another corporation incorporated in Australia. Economic dependency 31. (1) If: (a) the normal trading activities of a company depend on a significant volume of business with another party; and (b) that dependency exists during all or part of a financial period; the accounts of the company for that period must include a note explaining the nature of that dependency. (2) If: (a) the normal trading activities of a corporation in a group depend on a significant volume of business with another party; and (b) those activities are material in relation to the trading activities of the group; and (c) that dependency exists during all or part of a financial period; the group accounts relating to that group for that period must include a note explaining the nature of that dependency. Recent valuations of interests in land and buildings 32. (1) In this clause: "current value", in relation to an interest in land or buildings for the purpose of accounts or group accounts for a financial period, means the most recent valuation made within the last 3 years before the end of that financial period; "interest in land or buildings" means: (a) freehold, strata title or rights to occupy land conferred by shares in a corporation; or (b) leasehold interests in land for a term exceeding 20 years or any other interest conferring a right to reside on or otherwise occupy land; but does not include: (c) interests referred to in paragraphs (a) and (b) held for sale; (d) a mere licence to occupy land; or (e) rights for the purpose of mining or otherwise for the extraction of materials from land. (2) If: (a) at the end of a financial period the assets of a company or group include interests in land and buildings; and (b) the value at which those assets are shown in accordance with clause 17 is not the current value; the accounts of a company or the group accounts relating to that group for that period must include a note stating the current values of those interests at the end of that period. (3) The values required by subclause (2) for assets may be given as the total value if both or all of those assets, as the case may be: (a) have been valued in the same year and on the same basis; and (b) are the subject of the same type of valuation, being a director's valuation or an independent valuation. Superannuation commitments 33. (1) In this clause, "corporation", means a company or a corporation in a group. (2) If at the end of a financial period there is in existence a superannuation or retirement benefit plan established or sponsored by a corporation, or in which the corporation participates, the accounts of the corporation or, if the corporation is in a group, the group accounts relating to that group must include a note: (a) stating that the plan exists; and (b) stating the principal type of benefit provided for under the plan; and (c) stating the basis of contributions to the plan; and (d) stating whether the corporation is obliged to contribute to the plan and, if the corporation has such an obligation, whether it is legally enforceable; (e) stating the date of the last actuarial assessment (if any) of the plan and the name and qualifications of the actuary who made that assessment; and (f) subject to subclause (3), showing that funds are or are not available, as the case may be, for the purposes of the plan to satisfy all benefits that would have been vested under the plan in the event of: (i) termination of the plan; or (ii) voluntary termination of the employment of each employee of the corporation on the initiative of that employee; or (iii) compulsory termination of the employment of each employee of the corporation by the corporation; (g) if in accordance with paragraph (f) the note shows that funds are not available - subject to subclause (3), stating particulars of the deficiency; and (h) if the calculation required to show whether funds are or are not available is not made for the last day of that period - stating the day for which that calculation was made. (3) If: (a) 2 or more corporations participate in a plan referred to in subclause (2); and (b) one of those corporations is not related to the other participating corporation; the information required by paragraphs (2) (f) and (g) need only be given to the extent of that corporation's participation in the plan. (4) In working out whether funds are available for a plan established or sponsored by a corporation or in which a corporation participates, regard must be had to benefits payable to: (a) a former employee of the corporation who is receiving benefits under the plan; or (b) a dependant of a deceased employee or a deceased former employee of the corporation. Business undertakings 34. (1) If at the end of a financial period a company has a right or interest in a business undertaking that is material to the company, the accounts of that company for that period must include a note stating: (a) the nature of that right or interest; and (b) if that undertaking is carried on through an unincorporated association, joint venture, partnership or trust that has a name - that name; and (c) the principal activities carried on during that period in the course of the undertaking; and (d) the amount and percentage of that right or interest in the undertaking; and (e) the method of accounting used to record that right or interest; and (f) the contribution of the undertaking to the profit or loss of the company; and (g) the value of products and services directly received by the company from the undertaking after allowing for costs incurred by the company in receiving those products and services. (2) If at the end of a financial period: (a) a company has rights or interests in more than one business undertaking; and (b) none of those rights or interests are material to the company individually but in total are material to the company; the accounts of the company for that period must include a note stating in summary form: (c) the principal activities carried on during that financial period in the course of those undertakings; and (d) the methods of accounting used to record those rights or interests, and for each of those methods, the amount at which those rights or interests are recorded in the books of the company; and (e) the total contribution of those undertakings to the profit or loss of the company; and (f) the total value of products and services directly received by the company from those undertakings after allowing for costs incurred by the company in receiving those products and services. (3) If at the end of a financial period: (a) a corporation in a group has a right or interest in a business undertaking that is material to that group; or (b) 2 or more corporations in that group have rights or interests in a business undertaking that in total are material to that group; the group accounts for that period must include a note stating: (c) the nature of that right or interest; and (d) if the undertaking is carried on by means of or through an unincorporated association, joint venture, partnership or trust that has a name - that name; and (e) the principal activities carried on during that period in the course of the undertaking; and (f) the amount and the percentage of that right or interest in the undertaking; and (g) the method of accounting used to record that right or interest; and (h) the contribution of the undertaking to the profit or loss of that group; and (j) the value of products and services directly received by the corporation from the undertaking, after allowing for costs incurred by the corporation in receiving those products and services. (4) If at the end of a financial period: (a) a corporation in a group has rights or interests in more than one business undertaking; and (b) none of those rights or interests are material to the group individually but in total are material to the group; the group accounts for that period must include a note stating in summary form: (c) the principal activities carried on during that financial period in the course of those undertakings; and (d) the methods of accounting used to record those rights or interests, and for each of those methods, the amount at which those rights or interests are recorded in the books of the corporation; and (e) the total contribution of those undertakings to the profit or loss of the group; and (f) the total value of products and services directly received by the group from those undertakings after allowing for costs incurred by the group in receiving those products and services. Interests in corporations not being subsidiaries 35. (1) In this clause, "interest" includes shares in a corporation, convertible notes issued by a corporation and loans and advances made to a corporation. (2) If at the end of a financial period: (a) a company has an interest in a corporation that is not a subsidiary of the company; and (b) the interest is material to the company; the accounts of the company for that financial period must include a note, in relation to that corporation, stating particulars of: (c) its name; and (d) its principal activities; and (e) the percentage of each class of its issued shares that are held by the company; and (f) its separate contribution to the profit or loss of the company; and (g) the amount of that interest at the end of that period showing separately: (i) the total amount of that interest in shares and convertible notes in the corporation; and (ii) the amount of any loans or advances to the corporation. (3) If at the end of a financial period: (a) a corporation or corporations in a group has an interest in a corporation (in this subclause referred to as "the subject corporation") that is not a related corporation; and (b) the interest is material to the group; group accounts relating to that group for that financial period must include a note, in relation to the subject corporation, stating particulars of: (c) its name; and (d) its principal activities; and (e) the percentage of each class of its issued shares that are held by the corporation or corporations in the group; and (f) its separate contribution to the profit or loss of the group; and (g) the amount of that interest at the end of that period showing separately: (i) the total amount of that interest in shares and convertible notes in the subject corporation; and (ii) the amount of any loans or advances to the subject corporation. (4) For the purposes of subclauses (2) and (3): (a) in determining whether or not an interest is material; or (b) in showing the amount of any loans or advances made to a corporation; inter-company loans and advances must not be set off against each other. PART 5 - ADDITIONAL REQUIREMENTS IN RELATION TO GROUP ACCOUNTS Group accounts not consolidated or whose grouping differs from previous accounts 36. The group accounts must be accompanied by a note stating: (a) if the group accounts are prepared otherwise than as one set of consolidated accounts covering the group: (i) why the preparation of one such set of consolidated accounts is impracticable or why it is preferable for the group accounts to be in the form in which they are prepared; and (ii) the extent to which the group accounts are significantly affected by transactions and balances between the corporations covered by those accounts, other than to the extent stated in any notes to those accounts; or (b) if the group accounts of a holding company for a financial period include accounts whose grouping differs from the grouping of the accounts included in the group accounts of that company for the immediately preceding financial period, the first-mentioned group accounts must, except if they have been prepared as one set of consolidated accounts, include a notice containing a statement by the directors of the company stating how and why the grouping of those accounts differs. Subsidiaries acquired or disposed of 37. (1) If during a financial period a subsidiary has been acquired by a company or by a corporation in a group, the group accounts of that company or that group, as the case may be, for that period must include a note stating for each subsidiary so acquired: (a) its name; (b) the proportion of shares acquired in the subsidiary; (c) the consideration for those shares; and (d) the fair value of its net tangible assets at the time of that acquisition. (2) If during a financial period a subsidiary has been disposed of by a company or by a corporation in a group, the group accounts of that company or that group, for that period, must include a note stating for each subsidiary so disposed of: (a) its name; and (b) the operating profit or loss and extraordinary items attributable to members of the holding company from the disposal of that subsidiary; and (c) the fair value of its net tangible assets at the time of that disposal; and (d) the remaining interest (if any) held in it by a corporation or corporations in that group. Particulars in relation to subsidiaries 38. (1) In this clause, "share" means a share in the issued share capital of a corporation (other than a share that carries no right to participate beyond a given amount in a distribution of either profits or capital). (2) The group accounts of a holding company for a financial period must include a note stating for each subsidiary of the company: (a) particulars of: (i) its name; and (ii) its country of formation or incorporation; and (iii) its relationship with other corporations in the group; at the end of that financial period; and (b) the amount of its contribution to the profit or loss of the group during that period; and (c) if its financial year differs from that of the holding company - particulars of its financial year; and (d) if any of its business was carried on during that period in a country outside Australia - the name of that country. (3) If a subsidiary has issued share capital, the particulars referred to in subparagraph (2) (a) (iii) must include, in relation to the shares held in the subsidiary by the holding company and each other corporation in the group: (a) the amount at which the shares so held are recorded in the books of that corporation; and (b) the percentage of the shares so held in relation to all the shares of the subsidiary. Elimination of transactions and balances 39. (1) In the preparation of consolidated accounts, any transactions and balances between corporations covered by those accounts must be eliminated, as appropriate, in determining the amounts to be stated in those accounts. (2) Without limiting the effect that subclause (1) would otherwise have, that subclause applies in relation to the matters provided for by clauses 18, 23 and 24. 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 6 SCHEDULE 6 Regulation 4.2.01. CHAPTER 4 - VARIOUS CORPORATIONS PART 4.2 - NAMES RESTRICTED WORDS OR PHRASES Column 1 Column 2 Item Word or phrase 1 Aboriginal Corporation 2 Aboriginal Council 3 Building Society 4 Chamber of Commerce 5 Chamber of Manufactures 6 Chartered 7 College of Advanced Education 8 Consumer 9 Co-operative 10 Credit Union 11 Executor 12 Friendly Society 13 Guarantee 14 Incorporated 15 Institute of Advanced Education 16 Made in Australia 17 Savings 18 Starr Bowkett 19 Stock Exchange 20 Torres Strait Islander Corporation 21 Trust 22 Trustee 23 University 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 7 SCHEDULE 7 Regulation 4.2.02. CHAPTER 4 - VARIOUS CORPORATIONS PART 4.2 - NAMES CONSENT REQUIRED TO USE RESTRICTED WORDS OR PHRASES Column 1 Column 2 Column 3 Item Word or phrase Minister 1 Anzac Minister for Veterans' Affairs 2 bank, banker, banking or The Treasurer words having the same or similar meaning 3 Geneva Cross, Red Crescent, Minister for Defence Red Cross, Red Lion and Sun 4 Savings Bank The Treasurer 5 United Nations Minister for Foreign Affairs and Trade 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 8 SCHEDULE 8 Regulation 5.1.01 CHAPTER 5 - EXTERNAL ADMINISTRATION SCHEMES OF ARRANGEMENT UNDER PART 5.1 OF THE CORPORATIONS LAW PART 1 - INTERPRETATION AND APPLICATION 1. In this Schedule: "internal creditor" means: (a) a creditor who is a member of the company; or (b) a relative or spouse of a member; or (c) a relative of the spouse of a member; "Scheme" means the proposed compromise or arrangement; "scheme creditors" means the creditors or class of creditors of a company, to whom the Scheme would apply; "scheme members" means the members or class of members of a company, to whom the Scheme would apply. 2. This Schedule applies to a Part 5.1 body that is not a company as if: (a) references to a company were references to a Part 5.1 body that is not a company; and (b) references to a director were references to an office bearer, committee member or other office holder of the body; and (c) references to entitlements to voting shares were references to an ability to exercise a percentage of the total votes that could be exercised by members of the body. PART 2 - PRESCRIBED INFORMATION RELATING TO PROPOSED COMPROMISE OR ARRANGEMENT WITH CREDITORS OR CLASS OF CREDITORS 1. The statement must set out: (a) the expected dividend that would be available to scheme creditors if the company were to be wound up within 6 months after the date of the hearing of the application to the Court for an order under subsections 411 (1) and (1A) of the Corporations Law; and (b) if a composition of debts is proposed - the expected dividend that would be paid to scheme creditors if the Scheme were put into effect as proposed; and (c) a list of the names of all known scheme creditors and the debts owed to those creditors; and (d) if a scheme creditor is known to be a guaranteed creditor - the name of the creditor and the amount of the debt owed; and (e) if a scheme creditor is known to be an internal creditor - the name of the creditor and the amount of the debt owed. 2. The statement must contain a statement that an order under subsections 411 (1) and (1A) of the Corporations Law is not an endorsement of, or any other expression of opinion on, the Scheme. 3. The statement must contain or have annexed to it: (a) a report on the affairs of the company in accordance with Form 507, showing the financial position of the company as at a day within one month of the date on which it is intended to apply to the Court for an order under subsections 411 (1) and (1A) of the Corporations Law; (b) a copy, certified by a director or by the principal executive officer or a secretary of the company to be a true copy, of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting, together with a copy of every document required by law to be annexed to the accounts; (c) if the company the subject of the Scheme is a trustee, a statement: (i) of the number of trusts administered by the trustee; and (ii) whether the trustee carries on any business separate from that of the trust; and (iii) how the scheme creditors may obtain a copy of the relevant trust deed, free of charge, prior to the date of the meeting; and (d) if the person (if any) who would be appointed to manage the Scheme proposes to charge for his or her services and for the services of his or her staff in accordance with a particular scale of charges, that scale of charges. PART 3 - PRESCRIBED INFORMATION RELATING TO PROPOSED COMPROMISE OR ARRANGEMENT WITH MEMBERS OR A CLASS OF MEMBERS 1. The statement must set out: (a) unless the company the subject of the Scheme is in the course of being wound up or is under official management, in relation to each director of the company: (i) whether the director recommends the acceptance of the Scheme or recommends against acceptance and, in either case, his or her reasons for so recommending; or (ii) if the director is not available to consider the Scheme - that the director is not so available and the cause of his or her not being available; or (iii) in any other case - that the director does not desire to make, or does not consider himself or herself justified in making, a recommendation and, if the director so requires, his or her reasons for not wishing to do so; or (b) if the company is in the course of being wound up or is under official management - in relation to each liquidator or each official manager: (i) whether he or she recommends acceptance of the Scheme or recommends against acceptance and, in either case, his or her reasons for so recommending; or (ii) in any other case - that the liquidator or official manager does not wish to make a recommendation and his or her reasons for not wishing to do so. 2. The statement must set out: (a) the number, description and amount of marketable securities of the company the subject of the Scheme held by or on behalf of each director of the company or, if none are held by or on behalf of a director, a statement to that effect; and (b) for each director of the company by whom or on whose behalf shares in that company are held, whether: (i) the director intends to vote in favour of, or against, the Scheme; or (ii) the director has not decided whether he or she will vote in favour of, or against, the Scheme; and (c) if the other party to the proposed reconstruction or amalgamation is, or includes, a corporation, whether any marketable securities of the corporation are held by, or on behalf of, any director of the company the subject of the Scheme and, if so, the number, description and amount of those marketable securities; and (d) particulars of any payment or other benefit that is proposed to: (i) be made or given to any director, secretary or executive officer of the company the subject of the Scheme as compensation for loss of, or as consideration for or in connection with his or her retirement from, office in that company or in a related body corporate; or (ii) be made or given to any director, secretary or executive officer of any related body corporate as compensation for the loss of, or as consideration for or in connection with his or her retirement from, office in that body corporate or in the company the subject of the Scheme; and (e) if there is any other agreement or arrangement made between a director of the company the subject of the Scheme and another person in connection with or conditional on the outcome of the Scheme - particulars of the agreement or arrangement; and (f) if the object of the Scheme is for a corporation to acquire control of another corporation that is a company, particulars of the nature and extent of any interest of a director of that company in any contract entered into by the corporation seeking control; and (g) if the shares of the company the subject of the Scheme are not granted official quotation on a securities exchange, all the information that the company has as to the number of shares that have been sold in the 6 months immediately before the date on which the statement is lodged, the amount of those shares and the prices at which they were sold; and (h) whether, within the knowledge of the directors of the company the subject of the Scheme, or, if the company is in liquidation or under official management, the knowledge of the liquidator or the official manager, the financial position of the company has materially changed since the date of the last balance sheet laid before the company in general meeting or sent to shareholders in accordance with section 315 of the Corporations Law and, if so, full particulars of any change; and (i) any other information material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any director, liquidator or official manager of a company the subject of the Scheme or of a related company and that has not previously been disclosed to the Scheme members. 3. If: (a) the other party to the proposed reconstruction or amalgamation of the company the subject of the Scheme has a prescribed shareholding in the company; or (b) a director of any corporation that is the other party to the proposed reconstruction or amalgamation is a director of a company the subject of the Scheme; the statement must be accompanied by a copy of a report made by an expert who is not associated with the corporation that is the other party, stating whether or not, in his or her opinion, the proposed Scheme is in the best interest of the members of the company the subject of the Scheme and setting out his or her reasons for that opinion. 4. If the company the subject of the Scheme obtains 2 or more reports, each of which could be used for the purposes of clause 3, the statement must be accompanied by a copy of each report. 5. If: (a) the company the subject of the Scheme obtains a report for the purposes of clause 3; and (b) the report contains: (i) a forecast of the profits or profitability of the company; or (ii) a statement that the market value of an asset or assets of the company or of a related body corporate differs from an amount at which the value of the asset or assets is shown in the books of the company or the related body corporate; that report must not accompany the statement except with the consent in writing of the Commission and in accordance with such conditions (if any) as are stated by the Commission. 6. For the purposes of clause 3: (a) a person has a prescribed shareholding in a company if he or she is entitled to not less than 30% of the voting shares in the company; and (b) a person has a prescribed shareholding in a company in which the voting shares are divided into 2 or more classes of shares, if he or she is entitled to not less than 30% of the shares in one of those classes. 7. If the consideration to be offered to scheme members consists, in whole or in part, of marketable securities issued, or to be issued, by a corporation, the statement must set out the formula to be applied to find out the number of marketable securities to be issued to each scheme member, and the basis on which that formula was developed. 8. If marketable securities of the same class as those referred to in clause 7 are granted official quotation on a securities exchange, the statement must state the fact, specify the securities exchange concerned, and set out: (a) the latest recorded sale price before the date on which the statement is lodged for registration; and (b) the highest and lowest recorded sale prices during the 3 months immediately before that date and the dates of the relevant sales; and (c) if the Scheme has been the subject of a public announcement in newspapers or by any other means before the statement has been registered by the Commission - the latest recorded sale price immediately before the public announcement. 9. (1) If the marketable securities referred to in clause 8 are granted official quotation on more than one securities exchange, it is sufficient compliance with paragraphs 8 (a) and (c) if information on the marketable securities is given for the securities exchange at which there has been the greatest number of recorded dealings in the securities in the 3 months immediately before the date on which the statement is lodged for registration. (2) The statement must set out all the information that a director, liquidator or official manager of the company the subject of the Scheme or of a related body corporate has about the number of securities that have been sold in the 3 months immediately before the date on which the explanatory statement was prepared and the price of those securities or, if that information or any part of that information cannot be ascertained, a statement to that effect. 10. The statement must set out particulars of the intentions of the directors of the company the subject of the Scheme regarding: (a) the continuation of the business of the company or, if the undertaking, or any part of the undertaking, of a company is to be transferred, how that undertaking or part is to be conducted in the future; and (b) any major changes to be made to the business of the company, including any redeployment of the fixed assets of the company; and (c) the future employment of the present employees of the company. PART 4 - PRESCRIBED INFORMATION RELATING TO PROPOSED COMPROMISE OR ARRANGEMENT WITH MEMBERS OR CLASS OF MEMBERS FOR TRANSFER TO A TRUSTEE 1. The statement must set out: (a) in detail, the basis on which units in the unit trust are to be issued to scheme members; and (b) if the issue of units in the unit trust is based on the asset backing of shares held by scheme members - full valuation details of those assets. 2. A copy of the trust deed must be annexed, or set out in a schedule, to the statement. 3. If the effect of the proposed compromise or arrangement will be the merger of 2 companies without substantial common membership, the explanatory statement must, so far as practicable, state the matters, and be accompanied by the documents and reports, referred to in Part 3. 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 9 SCHEDULE 9 Regulation 7.1.01 AUTHORISED TRUSTEE CORPORATIONS Column 1 Column 2 Item Authorised trustee corporations 1 ANZ Executors Nominees Limited 2 ANZ Executors Nominees (N.S.W.) Limited 3 ANZ Executors & Trustee Company Limited 4 ANZ Executors & Trustee Company (Canberra) Limited 5 ANZ Executors & Trustee Company (South Australia) Limited 6 Bagot's Executor and Trustee Company Limited 7 Bank of New South Wales Nominees Pty Limited 8 Burns Philp Trustee Company (Canberra) Limited 9 Burns Philp Trustee Company Limited 10 Commercial Nominees Pty Limited 11 Eagle Star Trustees Limited 12 Elder's Trustee and Executor Company Limited 13 Executor Trustee and Agency Company of South Australia Limited 14 Farmers' Co-operative Executors and Trustees Limited 15 Hunter Nominees Pty Limited 16 National Australia Trustees Limited 17 National Mutual Trustees Limited 18 National Nominees Limited 19 P.T.A. Nominees Limited 20 Permanent Trustee Company Limited 21 Permanent Trustee Company of New South Wales Limited 22 Permanent Trustee Company (Canberra) Limited 23 Perpetual Nominees Limited 24 Perpetual Trustee Company (Canberra) Limited 25 Perpetual Trustee Company Limited 26 Perpetual Trustees and National Executors of Tasmania Limited 27 Perpetual Trustees Australia Limited 28 Perpetual Trustees (W.A.) Limited 29 Perpetual Trustees Queensland Limited 30 Public Trustee of Queensland 31 Public Trustee of South Australia 32 Public Trustee of New South Wales 33 Public Trustee of Tasmania 34 State Street Australia Limited 35 State Trust Corporation of Victoria 36 Public Trustee of Western Australia 37 Public Trustee for the Australian Capital Territory 38 Public Trustee for the Northern Territory under the Public Trustee Act 1979 of the Northern Territory 39 R & I Trustees Limited 40 Sandhurst and Northern District Trustees Executors and Agency Company Limited 41 Sepon (Australia) Pty. Limited 42 TEA (1983) Limited 43 Tasmanian Permanent Executors and Equity Trustees Limited 44 The Equity Trustees Company of Tasmania Limited 45 The Equity Trustees Executors and Agency Company Limited 46 The Perpetual Executors and Trustees Association of Australia Limited. 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 10 SCHEDULE 10 Regulation 7.13.01 PRESCRIBED SECURITIES EXCHANGES Column 1 Column 2 Item Securities exchange 1 Australian Stock Exchange Limited 2 Australian Stock Exchange (Adelaide) Limited 3 Australian Stock Exchange (Brisbane) Limited 4 Australian Stock Exchange (Hobart) Limited 5 Australian Stock Exchange (Melbourne) Limited 6 Australian Stock Exchange (Perth) Limited 7 Australian Stock Exchange (Sydney) Limited. 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 11 SCHEDULE 11 Regulation 8.2.02 CHAPTER 8 - THE FUTURES INDUSTRY RECOGNISED FUTURES EXCHANGES UNDER PARAGRAPH 9 (b) OF THE CORPORATIONS LAW The Baltic Futures Exchange (BFE) Board of Trade of the City of Chicago (CBOT) Board of Trade of Kansas City, Missouri, Inc. Chicago Mercantile Exchange (CME) Chicago Rice and Cotton Exchange Coffee, Sugar and Cocoa Exchange, Inc. Commodity Exchange Inc. (COMEX) Hong Kong Futures Exchange Ltd (HKFE) The International Futures Exchange (Bermuda) Ltd. (INTEX) The International Petroleum Exchange of London Ltd. (IPE) London Futures and Options Exchange (FOX) The London International Financial Futures Exchange Ltd. (LIFFE) March a Terme International de France (The French International Futures Market)(MATIF) The Metal Market and Exchange Company Ltd. (London Metal Exchange) (LME) Mid America Commodity Exchange (MIDAM) Minneapolis Grain Exchange The Montreal Exchange (ME) New York Cotton Exchange (NCE) New York Futures Exchange, Inc. (NYFE) New York Mercantile Exchange New Zealand Futures Exchange Ltd. (NZFE) Osaka Securities Exchange (OSE) Philadelphia Stock Exchange (PHLX) Philadelphia Board of Trade The Singapore International Monetary Exchange Limited (SIMEX) Swiss Options and Financial Futures Exchange (SOFFEX) Tokyo Commodity Exchange for Industry (TOCOM) Tokyo Grain Exchange Tokyo International Futures Exchange (TIFFE) Tokyo Stock Exchange (TSE) The Toronto Futures Exchange (TFE) The Winnipeg Commodity Exchange (WCE) 1990 No. 455 CORPORATIONS REGULATIONS - SCHEDULE 12 SCHEDULE 12 Regulation 9.4.01 Section 1313 CHAPTER 9 - MISCELLANEOUS PART 9.4 - OFFENCES PRESCRIBED OFFENCES - PROVISIONS AND PENALTIES Column 1 Column 2 Column 3 Item Provision Penalty $ 1 Subsection 187 (1) 125 2 Subsection 209 (1) 125 3 Subsection 215 (1) 125 4 Section 217 125 5 Subsection 218 (3) 125 6 Subsection 218 (4) 125 7 Subsection 219 (1) 250 8 Subsection 219 (8) 250 9 Subsection 235 (1) 125 10 Subsection 242 (1) 125 11 Subsection 242 (7) 125 12 Subsection 271 (2) 125 13 Subsection 335 (1) 125 14 Subsection 362 (2) 250 15 Subsection 362 (9) 250 16 Subsection 362 (10) 250 17 Section 428 250 18 Subparagraph 429 (2) (c) (iii) 125 19 Subparagraph 439 (2) (a) (ii) 125 20 Section 457 250 21 Section 541 250 22 Subsection 715 (1) 125 23 Subsection 724 (1) 125 24 Section 790 125 25 Subsection 791 (1) 125 26 Subsection 791 (2) 125 27 Subsection 860 (2) 125 28 Subsection 860 (5) 125 29 Subsection 1047 (1) 125 30 Subsection 1070 (1) 125 31 Section 1156 125 32 Subsection 1157 (1) 125 33 Subsection 1157 (2) 125 34 Subsection 1218 (2) 125 35 Subsection 1218 (4) 125 36 Subsection 1300 (1) 125 37 Subsection 1300 (2) 125 38 Subsection 1300 (3) 125 39 Subsection 1304 (2) 125 - NOTES 1990 No. 455*1* CORPORATIONS REGULATIONS *1* Notified in the Commonwealth of Australia Gazette on 21 December 1990.