New South Wales Consolidated Acts

AGL CORPORATE CONVERSION ACT 2002 - SECT 27

27 Application of certain ASX Listing Rules to corporatised AGL

(1) Corporatised AGL is authorised to (and may) issue or agree to issue shares in corporatised AGL despite anything to the contrary in ASX Listing Rule 7.1 if, assuming the following, the issue or agreement would not have contravened that Rule on the day it occurred:

(a) the members of corporatised AGL passed all of the preserved resolutions that were still in force by operation of section 17 at the time of the issue or agreement,

(b) the date on which each such preserved resolution was passed by the members of corporatised AGL was the date on which each resolution was originally passed by the proprietors of AGL,

(c) without limiting section 14, corporatised AGL was the same company of proprietors as AGL.

(2) Corporatised AGL is authorised to pay remuneration payable to non-executive directors of corporatised AGL and its wholly owned subsidiaries in accordance with any preserved resolution despite anything to the contrary in ASX Listing Rule 10.17 if, assuming the following, the payment would not have contravened that Rule on the day it occurred:

(a) the members of corporatised AGL passed the resolution on the date on which the resolution was originally passed by the proprietors of AGL,

(b) without limiting section 14, corporatised AGL was the same company of proprietors as AGL.

(3) The provisions of subsections (1) and (2) are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act 2001 of the Commonwealth in relation to the provisions of sections 793B and 793C of the Corporations Act 2001 of the Commonwealth.

Note: Section 5G of the Corporations Act 2001 of the Commonwealth provides that if a State law declares a provision of a State law to be a Corporations legislation displacement provision, any provision of the Corporations legislation with which the State provision would otherwise be inconsistent does not apply to the extent necessary to avoid the inconsistency.

(4) Subsections (1)-(3) cease to apply to corporatised AGL on the registration day. However, nothing in this subsection affects the previous operation of this section in relation to corporatised AGL.