New South Wales Consolidated Acts

AUSTRALIAN MUTUAL PROVIDENT SOCIETY (DEMUTUALISATION AND RECONSTRUCTION) ACT 1997 - SECT 23

23 Disposal of surplus shares

(1) The directors may at any time cause a notice to be given:

(a) to the registered holder of default shares, or

(b) if there are two or more registered holders of the default shares, to each of them,

requiring, within the period specified in the notice (being a period of not less than 14 days from the date of the notice), the disposal by the registered holder or holders of such number of default shares as, in the directors’ opinion, is sufficient to ensure that, after the disposal of those shares, none of the remaining shares held by the registered holder or holders is a default share.

(2) If the requirements of a notice under subsection (1) are not complied with, NHL may dispose of the default shares specified in the notice, or such lesser number of those shares as the directors may determine.

(3) The following provisions apply if default shares are or are to be disposed of under subsection (2):

(a) the directors may determine, in respect of a registered holder of shares, how many default shares are to be disposed of,

(b) the directors may select the method of disposal of the default shares, and may dispose of them in a number of parcels, over a period of time, and otherwise in such manner and on such terms as the directors may determine,

(c) for the purpose of determining the identity of the registered holders of shares and the number of shares required at any time to be disposed of, the directors may have regard to the latest notices given to NHL under Part 6.7 of the Corporations Law and need not have regard to any changes that may have occurred after the latest of such notices,

(d) each registered holder of default shares is taken to have appointed NHL and each of the directors jointly and severally as attorney as if by power of attorney in the registered holder’s name and on the registered holder’s behalf to execute any documents and implement any procedures that may be required to procure the disposal of the shares (by transfer or otherwise) on behalf of the registered holder,

(e) the title of the transferee of any shares disposed of under this section is not affected by any irregularity or invalidity in connection with the disposal of the shares to the transferee including, without limitation, the absence of any share certificate,

(f) NHL may receive and give a good discharge for any payment made for or in connection with the disposal of default shares, and must pay to the former registered holder of the default shares the amount received in respect of the default shares of the registered holder, after deducting the whole, or such part as the directors determine, of the costs and expenses of and incidental to the disposal of the default shares.

(4) Neither NHL nor the directors are bound to see to the application of an amount paid to a registered holder of shares under this section, and that amount may be paid by cheque posted to the registered holder at the address appearing in NHL’s share register immediately before the disposal.