Victorian Consolidated Legislation

Co-operatives Act 1996 - SCHEDULE 2

RELEVANT INTERESTS, ASSOCIATES, RELATED BODIES



1. Terminology used in this Schedule



(1) This clause applies for the purposes of this Part.

(2) Power to vote in respect of a right to vote is power to exercise, or to
control the exercise of, the right to vote.

(3) A reference to power to dispose of a share includes a reference to power
to exercise control over the disposal of the share.

(4) A reference to power or control includes a reference to power or control
that is direct or indirect or is, or can be, exercised as a result of, by
means of, in breach of, or by revocation of, trusts, agreements and practices,
or any of them, whether or not they are enforceable.

(5) Power to vote in respect of a right to vote, or power to dispose of a
share, that is exercisable by 2 or more persons jointly is to be considered to
be exercisable by either or any of those persons.

(6) A reference to a controlling interest includes a reference to an interest
that gives control.

2. Basic rules-relevant interests



(1) A person who has power to vote in respect of a right to vote has a
relevant interest in the right to vote.

(2) A person who has power to dispose of a share has a relevant interest in
the share.

3. Control of body corporate having power in relation to a share

If a body corporate has, or is by this Part to be considered to have-

   (a)  power to vote in respect of a right to vote; or

   (b)  power to dispose of a share-

a person is to be considered for the purposes of this Part to have in relation
to the right to vote or share the same power as the body has, or is to be
considered to have, if-

   (c)  the body is, or its directors are, accustomed or under an obligation,
        whether formal or informal, to act in accordance with the directions,
        instructions or wishes of the person in relation to the exercise of
        the power referred to in paragraph (a) or (b); or

   (d)  the person has a controlling interest in the body.

4. Control of 20% of voting power in body corporate having power in relation
to a share

If a body corporate or an associate of a body corporate has, or is by this
Part (other than this clause) to be considered to have-

   (a)  power to vote in respect of a right to vote; or

   (b)  power to dispose of a share-

a person is to be considered for the purposes of this Part to have in relation
to the right to vote or share the same power as the body or associate has, or
is to be considered to have, if-

   (c)  the person has; or

   (d)  an associate of the person has; or

   (e)  associates of the person together have; or

   (f)  the person and an associate or associates of the person together have-

power to vote in respect of the right to vote attached to not less than 20% of
the voting shares in the body.

5. Deemed relevant interest in advance of performance of agreement that will
give rise to a relevant interest

If a person-

   (a)  has entered into an agreement with another person with respect to an
        issued share or right to vote in which the other person has a relevant
        interest; or

   (b)  has a right enforceable against another person in relation to an
        issued share or right to vote in which the other person has a relevant
        interest, whether the right is enforceable presently or in the future
        and whether or not on the fulfilment of a condition; or

   (c)  has an option granted by another person, or has granted to another
        person an option, with respect to an issued share or right to vote in
        which the other person has a relevant interest-

and, on performance of the agreement, enforcement of the right, or exercise of
the option, the first-mentioned person would have a relevant interest in the
share or right to vote, the first-mentioned person is to be considered for the
purposes of this Part to have that relevant interest in the share or right to
vote.





6. Control of body corporate having a relevant interest by virtue of clause 5

If a body corporate is by clause 5 to be considered to have a relevant
interest in a share in or right to vote at meetings of a co-operative, a
person is to be considered for the purposes of this Part to have a relevant
interest in the share or right to vote if-

   (a)  the body corporate is, or its directors are, accustomed or under an
        obligation, whether formal or informal, to act in accordance with the
        directions, instructions or wishes of the person in relation to the
        exercise of power to vote in respect of that right to vote or power to
        dispose of those shares; or

   (b)  the person has a controlling interest in the body corporate; or

   (c)  the person has power to vote in respect of the right to vote attached
        to not less than 20% of the voting shares in the body corporate.

7. Matters not affecting application of Schedule



(1) It is immaterial for the purposes of this Part whether or not power to
vote in respect of a right to vote, or power to dispose of a share-

   (a)  is express or implied or formal or informal; or

   (b)  is exercisable by a person alone or jointly with any other person or
        persons; or

   (c)  cannot be related to a particular share; or

   (d)  is, or can be made, subject to restraint or restriction.





(2) A relevant interest in a share or right to vote is not to be disregarded
merely because of either or both of the following-

   (a)  its remoteness;

   (b)  how it arose.

8. Body corporate may have a relevant interest in its own shares

A body corporate may, by virtue of this Part, be considered to have a relevant
interest in a share in or right to vote arising from membership of the body
itself.

9. Exclusions-money-lenders

A relevant interest of a person in a share or right to vote is to be
disregarded if the person's ordinary business includes lending money and the
person has authority to exercise powers as the holder of the relevant interest
only because of a security given for the purposes of a transaction entered
into in the ordinary course of business in connection with lending money,
other than a transaction entered into with an associate of the person.

10. Exclusions-certain trustees

A relevant interest of a person in a share or right to vote is to be
disregarded if-

   (a)  the share or right is subject to a trust; and

   (b)  the person has the relevant interest as a trustee of the trust; and







   (c)  either-

   (i)  a beneficiary under the trust is by clause 5 to be considered to have
        a relevant interest in the share or right because the beneficiary has
        a presently enforceable and unconditional right referred to in clause
        5(b); or

   (ii) the person is a bare trustee.

11. Exclusions-instructions to securities dealer to dispose of share

A relevant interest of a person in a share or right to vote is to be
disregarded if-

   (a)  the person's ordinary business includes dealing in securities; and

   (b)  the person has authority to exercise powers as the holder of the
        relevant interest only because of instructions given to the person, by
        or on behalf of another person, to dispose of the share on the other
        person's behalf in the ordinary course of that business.

12. Exclusions-honorary proxies

A relevant interest of a person in a share or right to vote is to be
disregarded if the person has it only because of having been appointed,
otherwise than for valuable consideration given by the person or an associate
of the person, to vote as a proxy or representative at a meeting of members,
or of a class of members, of a body corporate.

13. Exclusions-holders of prescribed offices

A relevant interest of a person in a share or right to vote is to be
disregarded if the person has it because of holding a prescribed office.



14. Prescribed exclusions

The regulations may provide that specified relevant interests in specified
shares are, in specified circumstances and subject to specified conditions (if
any), to be disregarded for the purposes of specified provisions of this Act.

15. Effect of Schedule



(1) Nothing in this Schedule limits the generality of anything else in it.

(2) A person does not have a relevant interest in a share of a co-operative or
right to vote in respect of a co-operative except as provided in this
Schedule.

16. Relevant interest-body corporate other than co-operative

A reference in this Act (including in this Schedule) to a relevant interest in
a share of a body corporate other than a co-operative or a right to vote in
respect of a body corporate other than a co-operative is to be construed in
accordance with the Corporations Act.



17. Effect of Part

A person is not an associate of another person except as provided by this
Part.

18. Associates of a body corporate

The associates of a body corporate include the following-

   (a)  a director or secretary of the body;

   (b)  a related body corporate;

   (c)  a director or secretary of a related body corporate.

19. Matters relating to voting rights



(1) If a reference to an associate of a person relates to-

   (a)  the extent of power to exercise, or to control the exercise of, the
        voting power attached to voting shares in or arising from membership
        of a body corporate; or

   (b)  the person's entitlement to shares in a body corporate; or

   (c)  an offer to purchase shares to which Division 2 of Part 11 applies-

the reference includes a reference to another person with whom the person has,
or proposes to enter into, an agreement referred to in subclause (2).

(2) Subclause (1) applies to an agreement-

   (a)  because of which one of the persons referred to in subclause (1) has
        or will have power (even if it is in any way qualified)-

   (i)  to exercise; or

   (ii) to control, directly or indirectly, the exercise of; or

   (iii) to influence substantially the exercise of- any voting power attached
        to shares in the body; or

   (b)  for the purpose of controlling or influencing-

   (i)  the composition of the body's board; or

   (ii) the conduct of affairs of the body; or



   (c)  under which one of those persons-

   (i)  will or may acquire; or

   (ii) may be required by the other to acquire- shares in the body in which
        the other has a relevant interest; or

   (d)  under which one of those persons may be required to dispose of shares
        in the body in accordance with the other's directions.

(3) Subclause (1) applies despite any other effect the agreement may have.

(4) In relation to a matter relating to shares in a body corporate, a person
may be an associate of the body and the body may be an associate of a person.

20. General



(1) A reference to an associate of a person includes a reference to-

   (a)  any other person in concert with whom the person is acting or proposes
        to act;

   (b)  any other person who, under the regulations, is, for the purposes of
        the provision in which the reference occurs, an associate of the
        person;

   (c)  any other person with whom the person is or proposes to become
        associated, whether formally or informally, in any other way-

in respect of the matter to which the reference relates.



(2) If a person has entered, or proposes to enter, into a transaction, or has
done, or proposes to do, any act or thing, in order to become associated with
another person as mentioned in an applicable provision of this Part, a
reference to an associate of the person includes a reference to that other
person.

21. Exclusions

A person is not an associate of another person by virtue of clause 19 or
20(1), or by virtue of clause 20(2) as it applies in relation to clause 19 or
20(1), merely because of one or more of the following-

   (a)  one gives advice to the other, or acts on the other's behalf, in the
        proper performance of the functions attaching to a professional
        capacity or a business relationship;

   (b)  one, a client, gives specific instructions to the other, whose
        ordinary business includes dealing in securities, to acquire shares on
        the client's behalf in the ordinary course of that business;

   (c)  one has made, or proposes to make, to the other an offer to which
        Division 2 of Part 11 applies, in relation to shares held by the
        other;

   (d)  one has appointed the other, otherwise than for valuable consideration
        given by the other or by an associate of the other, to vote as a proxy
        or representative at a meeting of members, or of a class of members,
        of a body corporate.









22. Related bodies corporate

For the purposes of this Act, a body corporate is to be taken to be related
to-

   (a)  another body corporate that is its subsidiary; and

   (b)  another body corporate of which it is a subsidiary; and

   (c)  another body corporate if both it and that other body corporate are
        subsidiaries of the same body corporate.

_______________