New South Wales Consolidated Acts

AUSTRALIAN MUTUAL PROVIDENT SOCIETY (DEMUTUALISATION AND RECONSTRUCTION) ACT 1997 - SECT 4

4 Conversion resolutions

(1) For the purposes of this Part, a resolution of members of AMP is a conversion resolution of AMP if:

(a) it is a resolution that AMP be converted to a company limited by shares (whether or not the resolution includes or refers to any other matter), or is a resolution passed at the meeting at which that resolution is passed, and

(b) the resolution is passed at a general meeting of AMP, and

(c) at least 21 days’ written notice of the meeting has been given by post to members of AMP who are entitled to receive notice of a meeting, specifying the intention to propose the resolution as a conversion resolution and explaining the eligibility of members of AMP to vote on a conversion resolution, and

(d) at least 21 days before the meeting the following documents have been sent by post to members of AMP who are entitled to receive notice of a meeting:

(i) an explanatory statement that provides members of AMP with the information that a reasonable person in the position of a member would in the circumstances applicable to AMP at the relevant time require and expect to be given before making a decision on the proposal to which the conversion resolution relates,

(ii) in the case of the conversion resolution that AMP be converted to a company limited by shares-an independent financial expert’s report expressing the opinion of the expert as to whether the proposal to which the conversion resolution relates is in the best interests of AMP’s members as a whole, and setting out the reasons for forming that opinion, and

(e) the written notice of the meeting is accompanied by a voting paper that will permit a member who is eligible to vote under the By-laws to vote on the resolution by post, whether or not the member is enrolled on the roll of postal voters of AMP, and

(f) the resolution is passed by a majority of at least three-quarters of the votes cast on the resolution by such members of AMP as, being entitled to vote:

(i) vote under the By-laws at the meeting in person or by proxy, or

(ii) vote by post under this section (votes by post being treated for the purposes of the By-laws as if they were postal votes by members enrolled on the roll of postal voters of AMP and as if they were made or lodged under or in accordance with By-law 14.5).

(2) A member who is eligible to vote under the By-laws may vote by post on a resolution referred to in subsection (1), whether or not the member is enrolled on the roll of postal voters of AMP.

(3) The By-laws apply to a resolution referred to in subsection (1) in the same way as they apply to a resolution for the amendment of the By-laws as referred to in By-law 14.5. Accordingly, the resolution is taken, for the purposes of By-law 14.5, to be such a resolution for the amendment of the By-laws.

(4) A conversion resolution is a special resolution for the purposes of any law and the By-laws.