Financial Institutions Regulations 1992

Queensland Financial Institutions (Queensland) Act 1992 FINANCIAL INSTITUTIONS REGULATIONS 1992 Reprinted as in force on 17 November 1997 (includes amendments up to SL No. 319 of 1997) Reprint No. 4A This reprint is prepared by the Office of the Queensland Parliamentary Counsel Warning—This reprint is not an authorised copy

Information about this reprint These regulations are reprinted as at 17 November 1997. The reprint— • shows the law as amended by all amendments that commenced on or before that day (Reprints Act 1992 s 5(c)) • incorporates all necessary consequential amendments, whether of punctuation, numbering or another kind (Reprints Act 1992 s 5(d)). The reprint includes a reference to the law by which each amendment was made—see list of legislation and list of annotations in endnotes. This page is specific to this reprint. See previous reprints for information about earlier changes made under the Reprints Act 1992. A table of earlier reprints is included in the endnotes. Also see endnotes for information about— • when provisions commenced • editorial changes made in earlier reprints.

Queensland FINANCIAL INSTITUTIONS REGULATIONS 1992 TABLE OF PROVISIONS Section Page 1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2 Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3A Prescribed forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 4A Classes of documents available for inspection—s 71(3) . . . . . . . . . . . . . . . 8 5 Guarantees—s 74 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 5AA Acquisition of shares in services corporation—s 74B . . . . . . . . . . . . . . . . . . 11 5A Fees for attendance for examination—ss 76 and 351 . . . . . . . . . . . . . . . . . 11 6 Support levy—s 99 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 6A Contingency fund agreements—maximum number of credit unions—s 105B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 6B Primary objects of building societies—s 110(1)(b) . . . . . . . . . . . . . . . . . . . 12 7 Separate account of building society’s assets acquired in pursuit of its primary objects—s 112(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 8 Separate accounts to be kept by credit unions—s 113(7) . . . . . . . . . . . . . . 13 9 Registration of societies—s 115 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 11 Control of certain financial transactions—s 120 . . . . . . . . . . . . . . . . . . . . . . 15 11A Dormant account fees—s 138A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 12 Returns on allotment of shares—s 175 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 13 Substantial shareholding and substantial shareholders—s 196 . . . . . . . . . . 16 14 Power of societies to obtain information—s 197 . . . . . . . . . . . . . . . . . . . . . . 17 16 Non-application of requirement for acknowledging deposit or loan received after public offer or invitation—s 209(2)(b) . . . . . . . . . . . . . . . . . 17 16A Maximum fee for issue of a duplicate document—s 219(1)(a) . . . . . . . . . . 17

2 Financial Institutions Regulations 1992 17 Registration of charges—s 227 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Approval of charges—s 229 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 19 Registers—s 257 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 20 Register of members—s 259 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 21 Register of holders of permanent shares—s 260 . . . . . . . . . . . . . . . . . . . . . . 19 22 Inspection—s 263(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 22A Keeping information in instruments up-to-date—s 263B(5) . . . . . . . . . . . . . 19 23 Requirements applying to accounts and group accounts—s 272 . . . . . . . . . 20 24 Removal and resignation of auditors—s 281 . . . . . . . . . . . . . . . . . . . . . . . . . 20 25 Final audit on merger etc.—s 286 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 26 Returns—s 290 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 27 Conduct of postal ballot—ss 255, 320, 327 . . . . . . . . . . . . . . . . . . . . . . . . . . 21 28 Schemes of arrangement and reconstruction—s 337 . . . . . . . . . . . . . . . . . . 22 29 Receivers and managers—s 338 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 31 Registration of foreign society—s 364 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 32 Application of Code to foreign societies—s 365 . . . . . . . . . . . . . . . . . . . . . . 23 33 Document to accompany notice of change of name of foreign society—s 366 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 34 Society proposing to register as a foreign society—s 369 . . . . . . . . . . . . . . 24 35 Registration of associations—s 372 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 36 Application of Code to associations—s 378 . . . . . . . . . . . . . . . . . . . . . . . . . 25 36A Secrecy provisions—s 410 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 37 Application of amount held for deceased member—s 411 . . . . . . . . . . . . . . 26 38 Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 40 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 40A Transitional provision—name of society . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 SCHEDULE 1 . . . . . . . . . . . . . . . . . . . . . . . . 29 POSTAL BALLOTS PART 1—PRELIMINARY 1 Purpose of sch 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 1A Appointment of returning officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 1B Roll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 2 Notice of proposed postal ballot . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

3 Financial Institutions Regulations 1992 3 Postponement of closing date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 4 Printing of ballot papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 5 Distribution of ballot papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 6 Replacement of ballot papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 PART 2—VOTING 7 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 7A Eligible votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 PART 3—THE SCRUTINY 8 Appointment of scrutineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 9 Scrutiny of envelopes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 10 Scrutiny of votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 11 Counting of votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 PART 4—MISCELLANEOUS 12 Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 13 Retention of ballot papers etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 14 Computerised counting of votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 15 Vacation of office of returning officer etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 16 Offence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 SCHEDULE 2 . . . . . . . . . . . . . . . . . . . . . . . . 38 CHARGES Division 1—Preliminary 261 Interpretation and application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Division 2—Registration 262 Charges required to be registered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 263 Lodgment of notice of charge and copy of instrument . . . . . . . . . . . . . . . . . 43 264 Acquisition of property subject to charge . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 265 Registration of documents relating to charges . . . . . . . . . . . . . . . . . . . . . . . 46 265A Standard time for the purposes of section 265 . . . . . . . . . . . . . . . . . . . . . . . . 50 266 Certain charges void against liquidator or official manager . . . . . . . . . . . . 50 267 Charges in favour of certain persons void in certain cases . . . . . . . . . . . . . 53 268 Assignment and variation of charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 269 Satisfaction of, and release of property from, charges . . . . . . . . . . . . . . . . . 56

4 Financial Institutions Regulations 1992 270 Lodgment of notices, offences etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 271 Society to keep documents relating to charges and register of charges . . . 58 272 Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 273 Registration under other legislation relating to charges . . . . . . . . . . . . . . . . 60 274 Power of Court to rectify Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 277 Power to exempt from compliance with certain requirements of Division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Division 3—Order of priority 278 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 279 Priorities of charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 280 General priority rules in relation to registered charges . . . . . . . . . . . . . . . . . 65 281 General priority rule in relation to unregistered charges . . . . . . . . . . . . . . . 66 282 Special priority rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 SCHEDULE 3 . . . . . . . . . . . . . . . . . . . . . . . . 69 ARRANGEMENTS AND RECONSTRUCTIONS 410 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 411 Administration of compromises etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 412 Information as to compromise with creditors . . . . . . . . . . . . . . . . . . . . . . . . . 76 413 Provisions for facilitating reconstruction and amalgamation of societies . . 78 414 Acquisition of shares of members dissenting from scheme or contract approved by majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 415 Notification of appointment of scheme manager and power of Court to require report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84 415A Enforcement of orders made in other jurisdictions . . . . . . . . . . . . . . . . . . . . 84 415B Saving provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 SCHEDULE 4 . . . . . . . . . . . . . . . . . . . . . . . . 86 RECEIVERS AND MANAGERS 416 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 417 Application of this schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 418 Persons not to act as receivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 419 Liability of receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 420 Powers of receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88 421 Duties of receiver with respect to bank accounts and accounting records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

5 Financial Institutions Regulations 1992 422 Reports by receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 423 Supervision of receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92 424 Receiver may apply to Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93 425 Power of Court to fix remuneration of receiver . . . . . . . . . . . . . . . . . . . . . . . 93 426 Receiver to enjoy qualified privilege in certain circumstances . . . . . . . . . 94 427 Notification of appointment of receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 428 Statement that receiver appointed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95 429 Provisions as to information where receiver appointed . . . . . . . . . . . . . . . . 95 430 Receiver may require reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97 431 Receiver may inspect books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 432 Lodging of accounts of receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 433 Payment of certain debts, out of property subject to floating charge, in priority to claims under charge . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 434 Enforcement of duty of receiver to make returns . . . . . . . . . . . . . . . . . . . . 101 SCHEDULE 6 . . . . . . . . . . . . . . . . . . . . . . . 103 SUBSTANTIAL SHAREHOLDINGS 707 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 708 Substantial shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 709 Substantial shareholder to notify society of interests . . . . . . . . . . . . . . . . . 105 710 Substantial shareholder to notify society of changes in interests . . . . . . . 105 711 Person who ceases to be a substantial shareholder to notify society . . . . 107 712 Circumstance to be stated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108 713 Copy of notice to be served on SSA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108 714 Application for extension . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108 715 Society to keep register of substantial shareholders . . . . . . . . . . . . . . . . . . 108 716 Civil remedy where schedule contravened . . . . . . . . . . . . . . . . . . . . . . . . . 109 SCHEDULE 7 . . . . . . . . . . . . . . . . . . . . . . . 111 POWER TO OBTAIN INFORMATION AS TO BENEFICIAL OWNERSHIP OF SHARES 717 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111 718 Primary notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112 719 Secondary notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113 720 SSA may provide information obtained pursuant to a notice . . . . . . . . . . . 114

6 Financial Institutions Regulations 1992 721 Request by person to whom notice given . . . . . . . . . . . . . . . . . . . . . . . . . . 114 722 Compliance with notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 723 Consequences of SSA's decision on a request . . . . . . . . . . . . . . . . . . . . . . 116 723A Fee for complying with a notice given by a society under this schedule . 116 724 Register of notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117 725 No notice of rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118 726 Civil liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 727 Exceptions to criminal or civil liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119 ENDNOTES 1 Index to endnotes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 2 Date to which amendments incorporated . . . . . . . . . . . . . . . . . . . . 120 3 Key . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120 4 Table of earlier reprints . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 5 List of legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121 6 List of annotations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

s1 7 s3 Financial Institutions Regulations 1992 FINANCIAL INSTITUTIONS REGULATIONS 1992 [as amended by all amendments that commenced on or before 17 November 1997] ˙ Short title 1. These regulations may be cited as the Financial Institutions Regulations 1992 . ˙ Commencement 2. These regulations commence on 1 July 1992. ˙ Definitions 3. In these regulations— “building society” includes— (a) a body incorporated as a building society under the law of a participating State before the commencement of the financial institutions legislation; and (b) a foreign society authorised under the law of a participating State to operate as a building society. “credit union” includes— (a) a body incorporated as a credit union or a credit society under the law of a participating State before the commencement of the financial institutions legislation; and (b) a foreign society authorised under the law of a participating State to operate as a credit union. “home State” of a society means the State of its registration and incorporation. “jurisdiction” means a State to which these regulations apply either by their own force or by force of a law applying them to that State.

s 3A 8 s 4A Financial Institutions Regulations 1992 ˙ Prescribed forms 3A.(1) The prescribed forms for the purposes of the Code are the forms approved by AFIC. (2) A person may ask AFIC or the SSA for an approved form. (3) AFIC or the SSA must comply promptly with the request. ˙ Classes of documents available for inspection—s 71(3) 4A.(1) The following classes of document lodged with, created by or otherwise held by the SSA are prescribed for the purpose of section 71(3)(a)(ii) of the Code— (a) a document that is 1 of the following— (i) a notice given by the SSA under section 74A, 74C(6), 90(1), 291(5) or (12)(a), 322(3)(a) (for approving a proposal) or (b) (for refusing a proposal) or 328(3)(a) (for approving a proposal) or (b) (for refusing a proposal) of the Code; (ii) a notice given to the SSA under section 90(1B), 147(3), 185(7), 281(5)(a) or (12)(a), 332, 364B(1), 364D(3) or (4) or 368(1) or (3) of the Code; (iii) an application under section 115(1), 115B(1), 177(5), 279(13), 293(1), 302(1), 311(3), 312(2), 313(2), 319, 326, 364(1) or 372(1) of the Code; (iv) a document accompanying an application for— (A) registration, and mentioned in section 115(2)(b)(i), (ii), (iv) or (v) of the Code; or (B) registration, and mentioned in section 115B(4)(b) of the Code; or (C) conversion, and mentioned in section 322(1)(a) or (c) of the Code; or (D) conversion, and mentioned in section 328(1)(a) or (c) of the Code; or (E) registration, and mentioned in section 364(2)(b) or (c) of the Code;

s 4A 9 s 4A Financial Institutions Regulations 1992 (v) the duplicate original of each certificate, and of each accompanying authority (if any), issued by the SSA under— (A) section 116(1), 139(3), 177(6), 294(2), 295(2) or (3), 298(2) or (3)(b), 303(2), 304(2) or (3), 307(2) or (3)(b), 311(6), 312(3), 313(3), 334(3), 336(1), 360(10)(b), 364(3), 373(1) or 415(1) of the Code; or (B) section 33(2); (vi) an approval or consent given by the SSA under section 127(3), 129(5), 130(5) or 257(3) of the Code; (vii) a return lodged with the SSA under section 258(7A) or 278(5)(e) of the Code; (viii)an office copy of an order lodged with the SSA under section 179(8) of the Code; (ix) a direction issued by AFIC or the SSA under section 228(1) or (2) of the Code; (x) a special resolution registered by the SSA under section 255(8) of the Code; (xi) a statement lodged with the SSA under section 275(5)(b)(i) of the Code; (xii) a report given to the SSA under section 286(4) of the Code; (xiii)the rules of an association registered by the SSA under section 372(4) of the Code; (b) a document lodged with the SSA under section 26(1) (annual return) or (2) (documents accompanying annual return), 33(1) (certified copy of new or amended certificate of incorporation) or 35(1)(e)(ii) (statutory declaration); (c) a document lodged with, created by or otherwise held by the SSA under any of the following provisions of the Corporations Law as applied under the Code— (i) part 3.5 (Charges) (as modified under schedule 2), sections 263, 264, 268(1)(a), 268(2), 269(2), 274 and 277(3); (ii) part 5.1 (Arrangements and reconstructions) (as modified

s 5 10 s 5 Financial Institutions Regulations 1992 under schedule 3), sections 411(2), 411(9)(a) (applying the Corporations Law, sections 427(2), 427(4)(a) and 432(1)), 411(10), 412(6), 413(3) and 415(1); (iii) part 5.2 (Receivers and managers) (as modified under schedule 4), sections 427(1)(a), (2), (3) and (4)(a), 429(4) and (5) and 432(1); (iv) part 5.4B (Winding up in insolvency or by the Court), sections 465A(a), 470(1) to (3), 474(3), 475(7), 476, 481(5) and 482(5); (v) part 5.5 (Voluntary winding up), sections 491(2)(a), 494(3)(b), 496(7), 497(2)(c), 497(7), and 509(3), (4) and (7); (vi) part 5.6 (Winding up generally), sections 537, 539(1), 568A(1)(a), 571(2), 573(7) and 574(4); (d) the register of charges mentioned in the Corporations Law, section 265(1) (as applied under the Code and as modified under schedule 2). (2) In this section— “under” includes for the purposes of. ˙ Guarantees—s 74 5.(1) A guarantee executed by the SSA under section 74 of the Code is subject to the following prescribed conditions— (a) the guarantee is not enforceable against the SSA until the creditor has exhausted all other rights and remedies for the recovery of the amount secured by the guarantee; (b) an assignment of, or charge on, the rights conferred by the guarantee is not effective against the SSA unless made with the written consent of the SSA. (2) A liability arising under a guarantee executed by the SSA under section 74 of the Code is to be satisfied out of the Credit Unions Contingency Fund. (3) The SSA may not enter into a guarantee under section 74 of the Code

s 5AA 11 Financial Institutions Regulations 1992 s 5A if the guarantee would raise the aggregate of the SSA’s contingent liabilities under such guarantees to an amount that (when allowance is made for other present and contingent liabilities) exceeds the amount standing to the credit of the Credit Unions Contingency Fund. ˙ Acquisition of shares in services corporation—s 74B 5AA. For the application of section 74B of the Code to a society that subscribes for or otherwise acquires shares in a services corporation— (a) the prescribed amount of the funds of the society is $2 000; and (b) the prescribed way of calculating an amount of the funds of the society is— (i) calculate 1% of the value of the society’s assets as at the end of the financial year (the “last financial year” ) immediately preceding the financial year in which the calculation is made (as shown in the society’s balance sheet for the last financial year); and (ii) subtract from the amount calculated under subparagraph (i) the total of all amounts previously applied in subscribing for or otherwise acquiring shares in the services corporation. ˙ Fees for attendance for examination—ss 76 and 351 5A.(1) This section specifies the allowances and expenses to be allowed to a person required to attend under section 76 or 351 of the Code. (2) The person must be paid— (a) if the person is remunerated in the person’s occupation by wages, salary or fees—an amount equal to the amount of wages, salary or fees not paid to the person because of the person’s attendance; or (b) in any other case—an amount, of not less than $46 or more than $76 for each day of attendance, that the SSA considers to be reasonable compensation for the person’s loss of income because of the person’s attendance. (3) The person must also be reimbursed for any amount incurred by the

s 6 12 s 6B Financial Institutions Regulations 1992 person, of not more than an amount the SSA considers to be reasonable in each case— (a) for transport between the person’s usual place of residence and the place of attendance; and (b) if the person is required to be absent overnight from the person’s usual place of residence because of the attendance—for meals and accommodation. ˙ Support levy—s 99 6. A support levy under section 99(1) of the Code must not exceed 0.5 % of the aggregate amount of the credit union’s share capital (if any) raised by the issue of withdrawable shares and the amount held by it on deposit, as at a day specified by the SSA for the purposes of the levy. ˙ Contingency fund agreements—maximum number of credit unions—s 105B 6A. The SSA may enter into a contingency fund agreement only if the number of credit unions under the financial institutions legislation of the transferring State is not more than 8. ˙ Primary objects of building societies—s 110(1)(b) 6B.(1) In this section— “residential loan” means financial accommodation provided to a person— (a) for the purchase of a residential building or for residential development; or (b) for any other purpose, if secured over the person’s principal place of residence. (2) The primary objects of a building society include applying its funds for any of the following purposes— (a) making residential loans mentioned in paragraph (b) of the definition “residential loan” in subsection (1) to members; (b) refinancing or consolidating existing residential loans provided by

s 7 13 s 9 Financial Institutions Regulations 1992 the building society to a member; (c) refinancing a residential loan provided to a member by another entity; (d) acquiring, from another entity, the security for a residential loan provided to a person by the entity, and the entity’s rights, entitlements, duties and obligations under the terms of the loan. ˙ Separate account of building society’s assets acquired in pursuit of its primary objects—s 112(6) 7.(1) The separate account to be kept by a building society of its assets derived from financial accommodation provided in pursuance of its primary objects must show the value of assets derived from provision of financial accommodation to members for the purchase of residential buildings or for residential development, differentiating between owner-occupiers and investors. (2) The value must also be shown as a percentage of the value of the total assets of the society. ˙ Separate accounts to be kept by credit unions—s 113(7) 8.(1) A credit union must keep separate accounts of the value of assets derived from— (a) financial accommodation provided to members for commercial purposes; and (b) financial accommodation provided to members for purposes other than commercial purposes. (2) Each value must also be shown as a percentage of the value of the total assets of the credit union. ˙ Registration of societies—s 115 9.(1) An application for registration of a society must— (a) be addressed to the SSA; (b) state the name under which the society is to be registered;

s 9 14 s 9 Financial Institutions Regulations 1992 (c) state whether the society is to operate as a building society or a credit union; (d) be made within 2 months after the formation meeting at which the first directors of the society were elected; and (e) be accompanied by — (i) a statutory declaration by the person presiding at the formation meeting and the secretary of the meeting stating that the requirements of section 114 (Formation of societies) have been complied with ; and (ii) a copy of the statement presented to the meeting, signed by the person presiding and the secretary ; and (iii) 2 copies of the proposed rules of the society, certified by the person presiding and the secretary to be the rules approved at the meeting ; and (iv) a list containing the full name, date and place of birth, residential address and business occupation of each director ; and (v) a list containing the full name, address and occupation of each of 25 or more adults who attended the meeting and applied for membership and shares ; and (vi) written estimates of all income and expenditure and capital flows over each of the first 3 years of operation of the society ; and (vii) such evidence as the SSA requires — (A) that the society is eligible for registration; and (B) that the society, if registered, will be able to comply with the financial institutions legislation, all applicable standards and applicable character requirements; and (C) that the society, if registered, will be able to carry out its objects successfully . 1 1 The italicised material is taken from the Code and is included for the sake of completeness.

s 11 15 s 12 Financial Institutions Regulations 1992 (2) An application must contain the name and address of a person to whom communications relating to the application may be sent. (3) An application must be signed by the persons elected at the formation meeting to be the first directors of the society. (4) An application must be accompanied by a fee of $3 000. ˙ Control of certain financial transactions—s 120 11. For the purposes of the definition “approved financial contracts” in section 120(1) of the Code, a prescribed bank is— (a) a bank as defined by section 5 of the Banking Act 1959 (Cwlth); or (b) a bank constituted under a law of a State. ˙ Dormant account fees—s 138A 11A. For section 138A(4)(a)(ii) and (5)(a)(ii) of the Code, the amount prescribed is $10 a year. ˙ Returns on allotment of shares—s 175 12.(1) A return under section 175 of the Code must— (a) be in writing signed by a director, secretary or principal executive officer of the building society; (b) state— (i) the number and nominal values of the shares comprised in the allotment; and (ii) whether the shares are allotted as fully-paid or partly paid shares; and (iii) the amount (if any) paid or due and payable on the allotment of each share; and (iv) if the shares are not allotted for cash—the nature of the consideration for which the shares have been allotted; and (v) if the capital of the building society is divided into shares of

s 13 16 s 13 Financial Institutions Regulations 1992 different classes—the class of shares to which each share comprised in the allotment belongs; and (vi) subject to subsection (2), the full name, or the surname and at least one given name and initials, and the address of each of the allottees and the number and class of shares allotted to the person ; and (vii) if the shares are allotted pursuant to an application made before the registration of the building society—that fact. (2) The particulars mentioned in subsection (1)(b)(vi) need not be included in a return in relation to shares that have been allotted in consideration of the payment of money. (3) If the shares are allotted otherwise than in consideration of the payment of money and a statement is to be lodged with the return under section 175(5) of the Code, the statement must contain the following particulars— (a) if the allotment is made under a contract not reduced to writing—particulars of the terms of the contract; (b) if the allotment is made under the society’s rules—particulars of the rules under which the allotment was made; (c) if the allotment is made in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders—particulars of the amount of the dividend and the date on which it was declared; (d) if the allotment is made under the application of money held by the building society in an account or reserve in paying up or partly paying up unissued shares to which the shareholders have become entitled—particulars of the amount, source and application of the money. ˙ Substantial shareholding and substantial shareholders—s 196 13. Part 6.7 of the Corporations Law is modified in its application to a society so as to read as shown in schedule 6.

s 14 17 s 19 Financial Institutions Regulations 1992 ˙ Power of societies to obtain information—s 197 14. Part 6.8 of the Corporations Law is modified in its application to a society so as to read as shown in schedule 7. ˙ Non-application of requirement for acknowledging deposit or loan received after public offer or invitation—s 209(2)(b) 16. Section 209(1) of the Code does not apply for matters in relation to which, under section 1083A of the Corporations Law, part 7.12 (other than section 1083A) of the Corporations Law does not apply. ˙ Maximum fee for issue of a duplicate document—s 219(1)(a) 16A. The maximum amount a building society may require a person to pay for the issue of a duplicate document of title to shares, debentures or prescribed interests is $10. ˙ Registration of charges—s 227 17. Part 3.5 of the Corporations Law is modified in its application to a society so as to read as shown in schedule 2. ˙ Approval of charges—s 229 18. The SSA’s prior approval to the creation of a charge on property of a society is not required under section 229 of the Code if the charge does not encumber prime liquid assets of the society. ˙ Registers—s 257 19.(1) A society is required to keep the following registers— (a) a register of loans made to officers and employees of the society; (b) a register of loans made to members of the society and of securities taken in respect of those loans; (c) in the case of a credit union—a register of commercial loans made by the credit union and of securities taken in respect of

s 20 18 s 20 Financial Institutions Regulations 1992 those loans; (d) a register of investments made by the society (except investments in a subsidiary or a body corporate that is an associate of the society) and of securities related to any such investments; (e) a register of investments made by the society in subsidiaries and in bodies corporate that are associates of the society and of securities related to any such investments; (f) a register of guarantees given by the society; (g) a register of the loans raised by the society, the debentures or other securities issued by the society in respect of those loans and the holders of those debentures and other securities; (h) a register of deposits received by the society; (i) a register of bonds, bills of exchange and promissory notes issued by the society; (j) a register of letters of credit issued by the society; (k) a register of prescribed interests issued by the society. (2) The registers must be kept in accordance with any applicable standards. ˙ Register of members—s 259 20. The register of members to be kept by a society under section 259 of the Code must contain the following information in relation to each member— 2 (a) the name and address of the member ; (b) the date of admission to membership ; (c) the number of shares (if any) allotted to the member, the date of allotment, the nominal value of the shares and the amount paid up on the shares; 2 Paragraphs (a) and (b) reproduce information required by s 258(1)(a) and (b) of the Code and are included here for the sake of completeness.

s 21 19 s 22A Financial Institutions Regulations 1992 (d) if applicable—the date of termination of membership and the circumstances of termination. ˙ Register of holders of permanent shares—s 260 21. The register of holders of permanent shares to be kept by a building society under section 260 of the Code must contain the following information in relation to each holder 3 — (a) the name and address of each holder ; (b) the date of every allotment of permanent shares to the holder and the number of permanent shares comprised in each allotment ; (c) the date of the entry of a transfer or transmission of permanent shares to the holder and the number of permanent shares comprised in each transfer or transmission ; (d) the nominal value of the shares and the amount paid up on the shares; (e) if the shares were not allotted for a monetary consideration—the nature of the consideration; (f) the number of the certificate issued in respect of the shares. ˙ Inspection—s 263(4) 22. A member of a society is not entitled to a copy of a register, or part of a register, under section 263(4) of the Code, except the register of members or the register of holders of permanent shares. ˙ Keeping information in instruments up-to-date—s 263B(5) 22A.(1) In this section— “instrument” means an instrument mentioned in section 263B(5) of the Code, if the instrument is— (a) an index of— 3 Paragraphs (a), (b) and (c) reproduce requirements imposed by s 260(1) of the Code and are included here for the sake of completeness.

s 23 20 s 24 Financial Institutions Regulations 1992 (i) the members of a society; or (ii) the holders of permanent shares of a society; or (b) the written form of a register or part of a register setting out— (i) the members of a society; or (ii) the holders of permanent shares in a building society; or (iii) the holders of options granted to persons to take up permanent shares in a building society; or (iv) the debentures issued by a society in respect of loans raised by the society, and the holders of the debentures; or (v) prescribed interests issued by a society. (2) An instrument must not be out-of-date by more than 20 business days. (3) However, if a person notifies a society that the person wishes to inspect an instrument, and nominates a day (the “nominated day” ) for the inspection, the instrument must not, on the nominated day, be out-of-date by more than 5 business days. (4) The nominated day must not be earlier than the first business day after the society receives notice under subsection (3). ˙ Requirements applying to accounts and group accounts—s 272 23. The prescribed requirements with which accounts and group accounts must comply are those imposed by standard under section 28 of the AFIC Code. ˙ Removal and resignation of auditors—s 281 24. An application for the SSA’s consent to the resignation of an auditor, or a notice of the retirement, withdrawal or removal of an auditor must contain the following information— (a) a statement of the reasons for the proposed resignation, or the retirement, withdrawal or removal of the auditor; (b) a statement of any conflict or disagreement between the society

s 25 21 s 27 Financial Institutions Regulations 1992 and the auditor affecting the scope of the audit or the role of the auditor; (c) a statement of any matter on which the auditor would, if the auditor had remained in office, have commented adversely; (d) a statement of any proposal, known to the person giving the notice, for replacement of the auditor. ˙ Final audit on merger etc.—s 286 25.(1) Subject to subsection (2), the prescribed statements and information to be included in an auditor’s report under section 286(1) of the Code are those set out in section 284 of the Code. (2) For the purposes of this section, references in section 284 of the Code to the end of a financial year are to be construed as if they were references to the date of dissolution of the society or the date of its conversion to a company. ˙ Returns—s 290 26.(1) A society must, in each year, on or before the date of its annual meeting, lodge with the SSA a return containing the information required by the applicable standard. (2) The annual return must be accompanied by the accounts, reports and statement to be laid before the annual general meeting under section 276 of the Code. (3) A society must lodge with the SSA such further returns as may be required under any applicable standard. ˙ Conduct of postal ballot—ss 255, 320, 327 27. Schedule 1 states the way a postal ballot is to be conducted for the purpose of the following provisions of the Code— • section 255(1)(b) • section 320(1)(a) • section 327(1).

s 28 22 s 31 Financial Institutions Regulations 1992 ˙ Schemes of arrangement and reconstruction—s 337 28. Part 5.1 of the Corporations Law is modified in its application to a society so as to read as shown in schedule 3. ˙ Receivers and managers—s 338 29. Part 5.2 of the Corporations Law is modified in its application to a society so as to read as shown in schedule 4. ˙ Registration of foreign society—s 364 31.(1) An application for registration as a foreign society must be made in writing. (2) The application must be accompanied by— (a) a certificate, not more than 2 months old, of the SSA of the participating State in which the society is incorporated stating that it considers that there is no good reason why the society should not be registered as a foreign society in this State; and (b) the documents prescribed for the purpose of the section of the financial institutions legislation of that participating State that corresponds with section 369(3) (Society proposing to register as foreign society); and (c) a statement, verified as prescribed, setting out— (i) the name of the person who is to be the agent of the society in this State; and (ii) the address of the office to be maintained for the society by the society’s agent; and (iii) each name under which the society proposes to carry on business in this State. 4 (3) The statement mentioned in subsection (2)(c) must be verified by statutory declaration made by a director or the secretary of the applicant society. 4 The italicised material is taken from the Code and is included for the sake of completeness.

s 32 23 s 33 Financial Institutions Regulations 1992 (4) A certificate of registration issued to a society under section 364(3) of the Code must be issued to the society in the name of the society shown on its certificate of incorporation, whether or not the society will carry on business in this State under another name. ˙ Application of Code to foreign societies—s 365 32.(1) The following provisions of the Code apply to a foreign society under section 365 of the Code— (a) section 50 and 51 (Service); and (b) section 65 (Application of Corporations Law); and (c) section 145 (Publication of name); and (ca) section 263 (Inspection); and (d) section 388 (Compliance with requirement to give information); and (e) section 396 (False or misleading information). (2) For the application of section 263 of the Code to a foreign society, a reference to the society’s registered office is taken to be a reference to the office maintained for the society by the society’s agent. ˙ Document to accompany notice of change of name of foreign society—s 366 33.(1) If a foreign society lodges with the SSA particulars of an alteration or change affecting the name under which the foreign society carries on business in the participating State in which it is incorporated, the particulars must be accompanied by a certified copy of the foreign society’s new or amended certificate of incorporation. (2) The SSA must, as soon as practicable after receiving a certified copy of a foreign society’s new or amended certificate of incorporation, issue to the foreign society a new or amended certificate of registration reflecting the alteration or change shown in the new or amended certificate of incorporation.

s 34 24 s 35 Financial Institutions Regulations 1992 ˙ Society proposing to register as a foreign society—s 369 34. If the SSA issues a certificate under section 369 of the Code, it must also give to the applicant society the following documents— (a) a certified copy of the society’s certificate of incorporation; (b) a certified copy of the society’s rules; (c) a certified copy of the last audited balance sheet of the society lodged with the SSA; (d) a list containing the full name, date and place of birth, occupation, and residential address of each director of the society. ˙ Registration of associations—s 372 35.(1) An application for the registration of a body as an association— (a) must be made in writing to the SSA under the common seals of the applicant financial institutions; and (b) must state the names, addresses and occupations of the persons who are to become the first directors of the association; and (c) must state the name of the proposed association; and (d) must state the objects of the association and the reasons why the applicant financial institutions seek registration of the association; and (e) must be accompanied by— (i) the proposed rules of the association; and (ii) a statutory declaration by a proposed director of the association to the effect that the formation to the association and its proposed rules have been approved by the members of the applicant financial institutions; and (iii) must be accompanied by details of the proposed share capital of the association and the number of shares to be allotted to the applicant financial institutions. (2) An application must be accompanied by a fee of $2 000.

s 36 25 s 36A Financial Institutions Regulations 1992 ˙ Application of Code to associations—s 378 36. The following provisions of the Code apply to an association, under section 378 of the Code, as if the association were a society— (a) part 2 (Functions and Powers of SSA), except division 2, subdivisions 6 and 7; (b) part 4, division 2 (Legal capacity and powers); (c) part 4, division 3 (Rules); (d) sections 131, 134, 135, 136 and 139 (Membership); (e) part 4, division 5 (Name and office); (f) part 5, division 9 (Registration of charges); (g) part 6, divisions 4 and 5 (Accounts and audit); (h) part 7, divisions 1 and 3 (Mergers and transfers of engagements); (i) part 9, division 4 (Winding-up); (j) part 13 (Review of decisions); (k) part 14 (Miscellaneous); (l) part 15 (Transitional). ˙ Secrecy provisions—s 410 36A.(1) This section prescribes persons and bodies for definitions in section 410 of the Code. (2) For the definition “financial sector supervisory agency”, each of the following is a financial sector supervisory agency— • Australian Securities Commission • Insurance and Superannuation Commissioner under the Insurance and Superannuation Commissioner Act 1987 of the Commonwealth • Reserve Bank of Australia. (3) For the definition “law enforcement agency”, each of the following is a law enforcement agency— • Australian Bureau of Criminal Intelligence

s 37 26 s 38 Financial Institutions Regulations 1992 • Australian Competition and Consumer Commission • Australian Federal Police • Australian Transaction Reports and Analysis Centre (also known as AUSTRAC) • Commonwealth Law Enforcement Board • Criminal Justice Commission of Queensland • Director of Public Prosecutions (however named) of the Commonwealth and of each State • Independent Commission Against Corruption of New South Wales • National Crime Authority • New South Wales Crime Commission • Police Service (however named) of each State. ˙ Application of amount held for deceased member—s 411 37. The amount prescribed for section 411(2)(a) is $15 000. ˙ Forms 38.(1) A form prescribed, or approved by the SSA, for the purposes of the Code must be completed in accordance with any directions and instructions contained in the form. (2) The name of a person who signs a form must be written legibly under or alongside the signature of that person. (3) If the space provided in a form is insufficient to contain all the required information— (a) the information must be set out in an annexure to the form; and (b) the annexure must have a distinguishing mark such as a letter or numeral; and (c) the space provided in the form must contain the statement ‘see annexure’ together with the distinguishing mark for the annexure, or words to similar effect.

s 40 27 s 40 Financial Institutions Regulations 1992 (4) If a document is to be lodged by a financial body, the document must be signed by 2 directors or a director and the secretary of the financial body unless some other provision is made by the Code or these regulations. (5) If a document that is required by or under the Code to be lodged with the SSA is signed by an agent, the original or a verified copy of the agent’s authority must be lodged with, endorsed on, or annexed to, the document. ˙ Fees 40. The following fees are prescribed for the purposes of the Code— (a) for the inspection of documents under section 71(3)(a) of the Code—$10; (b) for a certified copy of, or certified extract from, a document under section 71(3)(b) of the Code—$5 for the first page and $0.50 for each additional page; (c) for an uncertified copy of any document that may be inspected under section 71(3)(a) of the Code—$3 for the first page and $0.30 for each additional page; (d) on lodging an application to the SSA to exercise a power conferred on the SSA because of the financial institutions legislation application of the Corporations Law—the corresponding fee specified in the Corporations Law; (e) on lodging of an application under section 364 of the Code for registration of a foreign society—$100; (f) on the late lodgment of a document, other than a return required to be lodged under section 26 (in addition to any lodgment fee provided for the lodging of the document)— (i) if lodged within 1 month after the prescribed time—$20; and (ii) if lodged more than 1 month, but less than 3 months, after the prescribed time—$50; and (iii) if lodged more than 3 months after the prescribed time—$90; (g) on the late lodgment of a return required to be lodged under section 26—$50 plus $10 for each day its lodgment is late, up to

s 40A 28 Financial Institutions Regulations 1992 s 40A a maximum late lodgment fee of $950; (h) for the production by the SSA, under a subpoena, of a document held by it in relation to a financial body or registered foreign society—$30; (i) on lodging an application (not including an application to register an alteration of rules under section 126 or 127 of the Code, or an application for registration of a special resolution under section 255 of the Code) or request to the SSA to exercise any power, or to do any act, that the SSA is authorised or required to exercise or do on application or request, and for which no other fee is prescribed—$20; (j) for a certificate issued by the SSA other than a certificate of incorporation or registration—$10. ˙ Transitional provision—name of society 40A.(1) If, immediately before 1 July 1992, a continuing society did not include the word ‘Limited’ or the abbreviation ‘Ltd.’ at the end if its name, then, subject to this section, its registered name need not include that word or abbreviation at the end of its name. (2) Subsection (1) applies only for the purposes of sections 140(3), 145(1) and 146 of the Code. (3) Subsection (1) applies only for the purposes of sections 140(3) and 146 of the Code only until 31 December 1992. (4) Subsection (1) applies for the purposes of section 145(1) of the Code only until— (a) 31 December 1992; or (b) if the SSA (on application by the society or of its own initiative) determines a later date (not later than 30 June 1993 in relation to the society—that later date. (5) This section has effect despite any provision of the Code.

29 Financial Institutions Regulations 1992 ¡ SCHEDULE 1 † POSTAL BALLOTS section 27 † PART 1—PRELIMINARY ˙ Purpose of sch 1 1. This schedule prescribes the way a society must conduct— (a) a postal ballot mentioned in section 255(1)(b) of the Code (a “section 255 postal ballot” ) for the purpose of a resolution about a proposed merger or transfer of engagements; or (b) a postal ballot mentioned in section 320(1)(a) of the Code (a “section 320 postal ballot” ) for the purpose of approving— (i) a proposal to convert to a company or credit union; and (ii) the memorandum of association and articles of association (if any) or the rules proposed for the company or credit union; or (c) a postal ballot mentioned in section 327(1) of the Code (a “section 327 postal ballot” ) for the purpose of approving— (i) a proposal to convert to a building society; and (ii) the rules proposed for the building society. ˙ Appointment of returning officer 1A.(1) The society must appoint an appropriately qualified person as returning officer for the postal ballot. (2) The returning officer may, if necessary, appoint 1 or more persons to act as assistant returning officers or clerical assistants. (3) A member of the society is not eligible to be appointed as a returning

30 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) officer or assistant returning officer. (4) The returning officer may delegate to an appropriately qualified assistant returning officer any of the returning officer’s powers under this schedule. (5) In subsection (1)— “appropriately qualified” includes having the qualifications, experience or standing appropriate for appointment. (6) In subsection (4)— “appropriately qualified” includes having the qualifications, experience or standing appropriate to exercise a power. Example of standing for subsections (5) and (6)— A person’s classification level in the entity in which the person is employed. ˙ Roll 1B. As soon as practicable after the society appoints the returning officer for the postal ballot, the society must give the returning officer a roll showing the members of the society and, for a section 320 postal ballot, the number of shares held by each member, including, if the shares are divided into different classes, the number of shares of each class held by each member. ˙ Notice of proposed postal ballot 2.(1) As soon as practicable after being appointed as returning officer for a postal ballot, the returning officer must cause notice of the proposed ballot to be— (a) sent to each member who is entitled to vote; or (b) published in a newspaper or newspapers circulating generally throughout this State and each other State in which the society operates. (2) The notice must—

31 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) (a) state that a postal ballot is to be held; and (b) state the resolution or matter for approval that is to be put to voters at the ballot; and (c) state the date for the close of the ballot; and (d) contain such further information as the SSA may require. ˙ Postponement of closing date 3.(1) The returning officer may, by notice published in a newspaper or newspapers circulating generally throughout this State and each other State in which the society operates, postpone (for not more than 7 days on any 1 occasion) the date for the close of the ballot. (2) The power conferred on the returning officer by this section may be exercised more than once in respect of a ballot. ˙ Printing of ballot papers 4. The returning officer must ensure that a sufficient number of ballot papers is printed for the purposes of the ballot. ˙ Distribution of ballot papers 5. As soon as practicable after the ballot papers have been printed, the returning officer must cause to be sent to each member on the roll, at the address specified in respect of the member in the roll— (a) a ballot paper that bears the initials of the returning officer or a assistant returning officer; and (b) an inner envelope that is marked with the words ‘Ballot paper only’; and (c) an outer envelope that bears the returning officer’s address for the purposes of the ballot and provision, on the back of the envelope, for the member’s name and address; and

32 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) (d) a certificate to be completed by the member certifying the member’s membership and, for a section 320 postal ballot, the number and class of shares held by the member; and (e) such information as the SSA may require. ˙ Replacement of ballot papers 6.(1) If any member to whom a ballot paper has been sent satisfies the returning officer that the ballot paper has been spoilt, lost or destroyed, the returning officer may issue the member with a replacement ballot paper. (2) The returning officer must keep a record of all replacement ballot papers so issued. † PART 2—VOTING ˙ Voting 7. A member who wishes to vote in a postal ballot must— (a) record the vote on the ballot paper in accordance with the directions shown on it; and (b) place the completed ballot paper in the inner envelope marked ‘Ballot paper only’ and seal the envelope; and (c) place the inner envelope, together with the completed certificate, in the outer envelope that is addressed to the returning officer and seal the envelope; and (d) write his or her full name and address in the appropriate place on the back of the envelope; and (e) send the envelope to the returning officer.

33 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) ˙ Eligible votes 7A. A member’s vote in the postal ballot may be counted only if— (a) the member has voted in the way required in this part; and (b) the outer envelope is received by the returning officer on or before the date for the close of the postal ballot. † PART 3—THE SCRUTINY ˙ Appointment of scrutineers 8.(1) The society may appoint a scrutineer to monitor the scrutiny and the counting of postal votes. (2) Any other interested person may, with the consent of the returning officer, appoint a scrutineer to monitor the scrutiny and counting of the postal votes. (3) A scrutineer is entitled to be present at the scrutiny and counting of postal votes. ˙ Scrutiny of envelopes 9.(1) On receipt, before the close of ballot, of an outer envelope purporting to contain a ballot paper, the returning officer— (a) must examine the name on the back of the envelope; and (b) if satisfied that a person of that name is eligible to vote must open the envelope and extract from it any postal vote certificate and any inner envelope marked ‘Ballot paper only’. (2) The returning officer must accept for scrutiny any inner envelope that is accompanied by a postal vote certificate if satisfied that the person who purports to have signed the certificate is a member of the society.

34 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) (3) The returning officer must, for a section 320 postal ballot, endorse on any inner envelope accepted for scrutiny the classes of shares held by the member who purports to have signed the postal vote certificate, together with the number of shares of each class held by the member. (4) The returning officer must draw a line through the member’s name on the roll of eligible voters. (5) If the returning officer is not satisfied that the signature appearing on the certificate is the signature of the person whose name and address appear on the back of the outer envelope, the returning officer— (a) may make such enquiries as the returning officer considers appropriate; and (b) if satisfied, after making those enquiries, that the signature is not the signature of that person must reject any ballot paper in the inner envelope without opening the inner envelope. ˙ Scrutiny of votes 10.(1) The scrutiny of votes must be conducted as follows— (a) the returning officer must produce unopened the inner envelopes containing the ballot papers accepted for scrutiny in respect of the ballot; (b) the returning officer must then open each envelope, extract the ballot paper (without unfolding it), copy onto the ballot paper the endorsement (if any) made on the envelope and place the ballot paper in a ballot box or, if the shares in the society are divided into different classes, in a ballot box for members holding shares of the relevant class; (c) when the ballot papers have been placed in the ballot box or ballot boxes, the returning officer must unlock the ballot box or boxes and remove the ballot papers; (d) the returning officer must then examine each ballot paper and reject those that are informal.

35 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) (2) A ballot paper must be rejected as informal if— (a) it is not initialled by the returning officer or by an assistant returning officer; or (b) it has on it any mark or writing (other than an endorsement made in accordance with this section) that, in the returning officer’s opinion, could enable any person to identify the voter who completed it; or (c) it has not been completed so as to show a vote. ˙ Counting of votes 11.(1) The returning officer must then proceed to count the votes. (2) On completing the count for a section 255 postal ballot, the returning officer must make out a return to the society certifying— (a) the number of votes cast by members of the society on the resolution about the proposed merger or transfer of engagements; and (b) the percentage of votes to approve the resolution. (3) On completing the count for a section 320 postal ballot, the returning officer must make out a return to the society certifying— (a) the percentage of the members of the society who voted in the postal ballot; and (b) of the members who voted in the postal ballot—the percentage who voted to approve— (i) the proposal to convert to a company or credit union; and (ii) the memorandum of association and articles of association (if any) or the rules proposed for the company or credit union; and (c) if the society has issued shares of more than 1 class—the number of shares of each class held by members who voted in the postal ballot, and the percentage of those shares held by members who

36 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) voted to approve the matters mentioned in paragraph (b)(i) and (ii). (4) On completing the count for a section 327 postal ballot, the returning officer must make out a return to the society certifying— (a) the number of members of the society who voted in the postal ballot; and (b) of the members who voted in the postal ballot—the percentage who voted to approve— (i) the proposal to convert to a building society; and (ii) the rules proposed for the building society. † PART 4—MISCELLANEOUS ˙ Disputes 12.(1) Any dispute that arises about a decision made by the returning officer under this schedule must be referred to the SSA. (2) The SSA must determine any dispute referred to it under this section and its determination is final. ˙ Retention of ballot papers etc. 13.(1) The returning officer must retain all ballot papers, declarations and outer envelopes received from voters in connection with the ballot until the SSA authorises their destruction. (2) The returning officer must deliver the materials referred to in subsection (1) to the SSA if the SSA so requires.

37 Financial Institutions Regulations 1992 SCHEDULE 1 (continued) ˙ Computerised counting of votes 14. The returning officer may make use of electronic data processing equipment in the counting of votes. ˙ Vacation of office of returning officer etc. 15.(1) A person ceases to hold office as a returning officer or assistant returning officer if the person— (a) dies; or (b) resigns by notice of resignation delivered to the society; or (c) is removed from office by the society or the SSA. (2) The society may not remove a person from office as a returning officer, or assistant returning officer, without the approval of the SSA. ˙ Offence 16. A person must not purport to exercise a vote in a postal ballot knowing that the person is not entitled to exercise the vote. Maximum penalty—$500.

38 Financial Institutions Regulations 1992 ¡ SCHEDULE 2 † CHARGES section 17 (Pt 3.5 of the Corporations Law applied to a society under s 227 of the Code) 5 † Division 1—Preliminary ˙ Interpretation and application 261.(1) In this schedule , unless the contrary intention appears— “ company ” ( omitted ) “document of title” means a document— (a) used in the ordinary course of business as proof of possession or control, or of the right to possession or control, of property other than land; or (b) authorising or purporting to authorise, whether by endorsement or delivery, the possessor of the document to transfer or receive property other than land; and includes— (c) a bill of lading; (d) a warehouse keeper’s certificate; (e) a wharfinger’s certificate; (f) a warrant or order for the delivery of goods; and (g) a document that is, or evidences title to, a marketable security. 5 Textual modifications are indicated by italic script.

39 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) “present liability” , in relation to a charge, means a liability that has arisen, being a liability the extent or amount of which is fixed or capable of being ascertained, whether or not the liability is immediately due to be met. “property” means property within or outside Australia held by a society, and includes property held as a trustee . “prospective liability” , in relation to a charge, means any liability that may arise in the future, or any other liability, but does not include a present liability. “Register” means the Register of Charges referred to in section 265. “registrable charge” means a charge in relation to which, by virtue of section 262, the provisions of this schedule mentioned in section 262(1) apply. (2) A charge referred to in section 264 shall, until the charge is registered, be treated for the purposes of this schedule as if it were not a registrable charge but, when the charge is so registered, it has the priority accorded to a registered charge as from the time of registration. (3) The registration of a charge referred to in section 263(3) or section 264 does not prejudice any priority that would have been accorded to the charge under any other law (whether an Australian law or not) if the charge had not been registered. (4) For the purposes of this schedule, a notice or other document shall be taken to be lodged when it is received at an office of the SSA by an officer authorised to receive it . † Division 2—Registration ˙ Charges required to be registered 262.(1) Subject to this section, the provisions of this schedule relating to the giving of notice in relation to, the registration of, and the priorities of, charges apply in relation to the following charges (whether legal or

40 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) equitable) on property of a society and do not apply in relation to any other charges— (a) a floating charge on the whole or a part of the property, business or undertaking of the society ; (b) a charge on uncalled share capital or uncalled share premiums; (c) a charge on a call, whether in respect of share capital or share premiums, made but not paid; (d) a charge on a personal chattel, including a personal chattel that is unascertained or is to be acquired in the future, but not including a ship registered in an official register kept under an Australian law relating to title to ships; (e) a charge on goodwill, on a patent or licence under a patent, on a trade mark or service mark or a licence to use a trade mark or service mark, on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design; (f) a charge on a book debt; (g) a charge on a marketable security, not being— (i) a charge created in whole or in part by the deposit of a document of title to the marketable security; or (ii) a mortgage under which the marketable security is registered in the name of the chargee or a person nominated by the chargee; (h) a lien or charge on a crop, a lien or charge on wool or a stock mortgage; (j) a charge on a negotiable instrument other than a marketable security. (2) The provisions of this schedule mentioned in subsection (1) do not apply in relation to— (a) a charge, or a lien over property, arising by operation of law; (b) a pledge of a personal chattel or of a marketable security;

41 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (c) a charge created in relation to a negotiable instrument or a document of title to goods, being a charge by way of pledge, deposit, letter of hypothecation or trust receipt; (d) a transfer of goods in the ordinary course of the practice of any profession or the carrying on of any trade or business; or (e) a dealing, in the ordinary course of the practice of any profession or the carrying on of any trade or business, in respect of goods outside Australia. (3) The reference in subsection (1)(d) to a charge on a personal chattel is a reference to a charge on any article capable of complete transfer by delivery, whether at the time of the creation of the charge or at some later time, and includes a reference to a charge on a fixture or a growing crop that is charged separately from the land to which it is affixed or on which it is growing, but does not include a reference to a charge on— (a) a document evidencing title to land; (b) a chattel interest in land; (c) a marketable security; (d) a document evidencing a thing in action; or (e) stock or produce on a farm or land that by virtue of a covenant or agreement ought not to be removed from the farm or land where the stock or produce is at the time of the creation of the charge. (4) The reference in subsection (1)(f) to a charge on a book debt is a reference to a charge on a debt due or to become due to the society at some future time on account of or in connection with a profession, trade or business carried on by the society , whether entered in a book or not, and includes a reference to a charge on a future debt of the same nature although not incurred or owing at the time of the creation of the charge, but does not include a reference to a charge on a marketable security, on a negotiable instrument or on a debt owing in respect of a mortgage, charge or lease of land. (5) The reference in subsection (1)(h) to a lien or charge on a crop, a lien or charge on wool or a stock mortgage includes a reference to a security

42 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (however described) that is registrable under a law of a State or Territory that is, for the purposes of section 262(5) of the Corporations Law, a prescribed law of that State or Territory . (6) For the purposes of this section, a society shall be deemed to have deposited a document of title to property with another person (in this subsection referred to as the “chargee” ) in a case where the document of title is not in the possession of the society if— (a) the person who holds the document of title acknowledges in writing that the person holds the document of title on behalf of the chargee; or (b) a government, an authority or a body corporate that proposes to issue a document of title in relation to the property agrees, in writing, to deliver the document of title, when issued, to the chargee. (7) For the purposes of this section, a charge shall be taken to be a charge on property of a kind to which a particular paragraph of subsection (1) applies even though the instrument of charge also charges other property of the society including other property that is of a kind to which none of the paragraphs of that subsection applies. (8) The provisions of this schedule mentioned in subsection (1) do not apply in relation to a charge on land. (9) The provisions of this schedule mentioned in subsection (1) do not apply in relation to a charge on fixtures given by a charge on the land to which they are affixed. (10) The provisions of this schedule mentioned in subsection (1) do not apply in relation to a charge created by a society in its capacity as legal personal representative of a deceased person or a trustee of the estate of a deceased person. (11) A charge on property of a society is not invalid merely because of the failure to lodge with the SSA , or give to the society or another person, a notice or other document that is required by this Division to be so lodged or given.

43 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) ˙ Lodgment of notice of charge and copy of instrument 263.(1) Where a society creates a charge, the society shall ensure that there is lodged, within 45 days after the creation of the charge— (a) a notice in a form approved by the SSA setting out the following particulars— (i) the name of the society and the date of the creation of the charge; (ii) whether the charge is a fixed charge, a floating charge or both a fixed and floating charge; (iii) if the charge is a floating charge—whether there is any provision in the resolution or instrument creating or evidencing the charge that prohibits or restricts the creation of subsequent charges; (iv) a short description of the liability (whether present or prospective) secured by the charge; (v) a short description of the property charged; (vi) whether the charge is created or evidenced by a resolution, by an instrument or by a deposit or other conduct; (vii) if the charge is constituted by the issue of a debenture or debentures—the name of the trustee (if any) for the debenture holders; (viii)if the charge is not constituted by the issue of a debenture or debentures or there is no trustee for debenture holders—the name of the chargee; (ix) such other information as is prescribed; (b) if, pursuant to a resolution or resolutions passed by the society , the society issues a series of debentures constituting a charge to the benefit of which all the holders of debentures in the series are entitled in equal priority, and the charge is evidenced only by the resolution or resolutions and the debentures—a copy of the resolution or of each of the resolutions verified by a statement in

44 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) writing to be a true copy, and a copy of the first debenture issued in the series and a statement in writing verifying the execution of that first debenture; and (c) if, in a case to which paragraph (b) does not apply, the charge was created or evidenced by an instrument or instruments— (i) the instrument or each of the instruments; or (ii) a copy of the instrument or of each of the instruments verified by a statement in writing to be a true copy, and a statement in writing verifying the execution of the instrument or of each of the instruments. (2) In a case to which subsection (1)(b) applies— (a) the charge shall, for the purposes of subsection (1), be deemed to be created when the first debenture in the series of debentures is issued; and (b) if, after the issue of the first debenture in the series, the society passes a further resolution authorising the issue of debentures in the series, the society shall ensure that a copy of that resolution, verified by a statement in writing to be a true copy of that resolution, is lodged within 45 days after the passing of that resolution. (3) ( omitted ) (4) ( omitted ) (5) A notice in relation to a charge, being a charge in relation to which subsection (1)(b) or (c) applies, shall not be taken to have been lodged under subsection (1) unless the notice is accompanied by the documents specified in that subsection . (6) Where a notice with respect to an instrument creating a charge has been lodged under subsection (1) , being a charge in respect of an issue of several debentures the holders of which are entitled under the instrument in equal priority to the benefit of the charge, sections 279 to 282 (inclusive) have effect as if any charges constituted by those debentures were registered at the time when the charge to which the notice relates was registered.

45 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (7) Where a payment or discount has been made or allowed, either directly or indirectly, by a society to a person in consideration of the person’s subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for debentures, the notice required to be lodged under subsection (1) shall include particulars as to the amount or rate per centum of the payment or discount. (8) Where a society issues debentures as security for a debt of the society , the society shall not thereby be regarded, for the purposes of subsection (7), as having allowed a discount in respect of the debentures. ˙ Acquisition of property subject to charge 264.(1) Where a society acquires property that is subject to a charge, being a charge that would have been registrable when it was created if it had been created by a society , the society shall, within 45 days after the acquisition of the property— (a) ensure that there is lodged— (i) a notice in the form approved by the SSA in relation to the charge, setting out the name of the society and the date on which the property was so acquired and otherwise complying with the requirements of section 263(1)(a); (ii) if the charge was created or evidenced as mentioned in section 263(1) (b) —a copy of the resolution or each of the resolutions referred to in that paragraph verified by a statement in writing to be a true copy and a copy of the first debenture issued in the series referred to in that paragraph verified by a statement in writing to be a true copy; and (iii) if the charge was created or evidenced by an instrument or instruments (otherwise than as mentioned in section 263(1) (b)) — (A) the instrument or each of the instruments; or (B) a copy of the instrument or of each of the instruments

46 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) verified by a statement in writing to be a true copy; and (b) give to the chargee notice that it has acquired the property and the date on which it was so acquired. (2) A notice in relation to a charge, being a charge in relation to which subsection (1)(a)(ii) or (iii) applies, shall not be taken to have been lodged under subsection (1) unless it is accompanied by the specified documents . ˙ Registration of documents relating to charges 265.(1) The SSA shall keep a register to be known as the Register of Charges, and section 71(3)(a) of the Code applies in relation to the Register of Charges as if it were a document lodged with the SSA . (2) Where a notice in respect of a charge on property of a society that is required by section 263 or 264 to be lodged is lodged (whether during or after the period within which the notice was required to be lodged) and the notice contains all the particulars required by the relevant section to be included in the notice, the SSA shall as soon as practicable cause to be entered in the Register the time and date when the notice was lodged and the following particulars in relation to the charge— (a) if the charge is a charge created by the society , the date of its creation or, if the charge was a charge existing on property acquired by the society , the date on which the property was so acquired; (b) a short description of the liability (whether present or prospective) secured by the charge; (c) a short description of the property charged; (d) the name of the trustee for debenture holders or, if there is no such trustee, the name of the chargee. (3) Subject to subsection (9), where particulars in respect of a charge are entered in the Register in accordance with subsection (2), the charge shall be deemed to be registered, and to have been registered from and including the time and date entered in the Register under that subsection.

47 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (4) Where— (a) a notice in respect of a charge on property of a society is lodged under section 263 or 264 (whether during or after the period within which the notice was required to be lodged); and (b) the notice is not accompanied by a certificate to the effect that all documents accompanying the notice have been duly stamped as required by any applicable law relating to stamp duty; the SSA must cause to be entered in the Register the time and date when the notice was lodged and the particulars referred to in subsection (2)(a), (b), (c) and (d), but must cause the word “provisional” to be entered in the Register in relation to the entry specifying that time and date. (5) Where— (a) in accordance with subsection (4), the word “provisional” is entered in the Register in relation to an entry specifying the time and date on which a notice in respect of a charge was lodged; and (b) within a period of 30 days or such longer period as is prescribed after the notice was lodged, or within such further period as the SSA , if it considers it to be appropriate in a particular case, allows, a certificate to the effect set out in subsection (4)(b) has been produced to the SSA ; the SSA shall delete the word “provisional” that was so entered in relation to the entry relating to that charge, but if such a certificate is not produced within the period, or the further period, referred to in paragraph (b), the SSA shall delete from the Register all the particulars that were entered in relation to the charge. (6) Where a document that purports to be a notice in respect of a charge on property of a society for the purposes of section 263 or 264 is lodged (whether during or after the period within which the notice was required to be lodged) and the document contains the name of the society concerned and the particulars referred to in section 263(1)(a)(vii) or (viii), as the case requires, but does not contain some or all of the other particulars that are required to be included in the notice or is otherwise defective—

48 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (a) the SSA shall cause to be entered in the Register the time and date when the document was lodged and such of the particulars referred to in subsection (2)(a), (b), (c) and (d) as are ascertainable from the document, but shall cause the word “provisional” to be entered in the Register in relation to the entry specifying that time and date; and (b) the SSA shall, by notice in writing to the person who lodged the document, direct the person to ensure that there is lodged, on or before the day specified in the notice, a notice in relation to the charge that complies with the requirements of section 263 or 264, as the case may be, but the giving by the SSA of a direction to the person under this paragraph does not affect any liability that the society may have incurred or may incur by reason of a contravention of section 263 or 264. (7) Where the SSA gives a direction to a person under subsection (6)(b) in relation to a charge— (a) if the direction is complied with on or before the day specified in the notice containing the direction, the SSA shall— (i) delete from the Register the word “provisional” that was inserted pursuant to subsection (6)(a); and (ii) cause to be entered in the Register in relation to the charge any particulars referred to in subsection (2) that have not previously been entered; (b) if the direction is not complied with on or before that day—the SSA shall delete from the Register all the particulars that were entered in relation to the charge; and (c) if the direction is complied with after that day—the SSA shall cause to be entered in the Register in relation to the charge the time at which and day on which the direction was complied with and the particulars referred to in subsection (2)(a), (b), (c) and (d). (8) The SSA may enter in the Register in relation to a charge, in addition to the particulars expressly required by this section to be entered, such other particulars as the SSA thinks fit.

49 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (9) If the word “provisional” is entered in the Register in relation to an entry specifying a time and day in relation to a charge, the charge shall be deemed not to have been registered but— (a) where the word “provisional” is deleted from the Register pursuant to subsection (5) or subsection (7)(a)—the charge shall be deemed to be registered and to have been registered from and including the time and day specified in the Register pursuant to subsection (4) or subsection (6)(a), as the case may be; or (b) where the particulars in relation to the charge are deleted from the Register pursuant to subsection (7)(b) and those particulars and a time and day are subsequently entered in the Register in relation to the charge pursuant to subsection (7)(c)—the charge shall be deemed to be registered from and including that last-mentioned time and day. (10) ( omitted ) (11) ( omitted ) (12) Where, pursuant to section 264, a society lodges notices relating to 2 or more charges on the same property acquired by the society (being charges that are not already registered under this Division), the time and day that shall be entered in the Register in relation to each of those charges are the time and day when the first notice was lodged. (13) Where, in accordance with subsection (12), the time and day that are entered in the Register are the same in relation to 2 or more charges on property acquired by a society , those charges shall, as between themselves, have the respective priorities that they would have had if they had not been registered under this Division. (14) Where a notice is lodged under section 268 (whether during or after the period within which it was required to be lodged), the SSA shall as soon as practicable cause to be entered in the Register the time and day when the notice was so lodged and the particulars set out in the notice.

50 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) ˙ Standard time for the purposes of section 265 265A.(1) The SSA may, by Gazette notice, declare a specified standard time to be the standard time for the purposes of section 265 of this schedule. (2) Where a notice is in force under subsection (1) of this section and each corresponding law, a reference in section 265 (2), (4), (6)(a), (7)(c), (12) or (14), to entering the time when a particular event happened is a reference to entering that time as expressed in terms of the standard time specified in the notice. ˙ Certain charges void against liquidator or official manager 266.(1) Where— (a) an order is made, or a resolution is passed, for the winding up of a society ; or (b) an official manager is appointed in respect of a society ; a registrable charge on property of the society is void as a security on that property as against the liquidator or official manager, as the case may be, unless— (c) a notice in respect of the charge was lodged under section 263 or 264, as the case requires— (i) within the relevant period; or (ii) at least 6 months before the commencement of the winding up or the appointment of the official manager, as the case may be; (d) the period within which a notice in respect of the charge (other than a notice under section 268) is required to be lodged, being the period specified in the relevant section or that period as extended by the Court under subsection (4), has not ended at the commencement of the winding up or at the time of the appointment referred to in paragraph (b) and the notice is lodged before the end of that period;

51 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (e) ( omitted ) (f) in relation to a charge to which section 264 applies—the period of 45 days after the chargee becomes aware that the property charged has been acquired by a society has not ended at the commencement of the winding up or at the time of the appointment referred to in paragraph (b) and the notice is lodged before the end of that period. (2) The reference in subsection (1)(c) to the relevant period shall be construed as a reference to— (a) in relation to a charge to which section 263(1) applies—the period of 45 days specified in that subsection, or that period as extended by the Court under subsection (4) of this section; (b) ( omitted ) (c) in relation to a charge to which section 264 applies—the period of 45 days after the chargee becomes aware that the property has been acquired by a society . (3) Where, after there has been a variation in the terms of a registrable charge on property of a society having the effect of increasing the amount of the debt or increasing the liabilities (whether present or prospective) secured by the charge— (a) an order is made, or a resolution is passed, for the winding up of the society ; or (b) an official manager is appointed in respect of the society ; the registrable charge is void as a security on that property to the extent that it secures the amount of the increase in that debt or liability unless— (c) a notice in respect of the variation was lodged under section 268— (i) within the period of 45 days specified in section 268(2) or that period as extended by the Court under subsection (4) of this section; or (ii) not later than 6 months before the commencement of the

52 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) winding up or the appointment of the official manager, as the case may be; or (d) the period of 45 days specified in section 268(2), or that period as extended by the Court under subsection (4) of this section, has not ended at the commencement of the winding up or at the time of the appointment of the official manager and the notice is lodged before the end of that period. (4) The Court, if it is satisfied that the failure to lodge a notice in respect of a charge, or in respect of a variation in the terms of a charge, as required by any provision of this Division— (a) was accidental or due to inadvertence or some other sufficient cause; or (b) is not of a nature to prejudice the position of creditors or shareholders; or that on other grounds it is just and equitable to grant relief, may, on the application of the society or any person interested and on such terms and conditions as seem to the Court just and expedient, by order, extend the period for such further period as is specified in the order. (5) Where— (a) a registrable charge (in this subsection referred to as the “later charge” ) is created before the end of 45 days after the creation of a unregistered registrable charge (in this subsection referred to as the “earlier charge” ); (b) the later charge relates to all or any of the property to which the earlier charge related; and (c) the later charge is given as a security for the same liability as is secured by the earlier charge or any part of that liability; the later charge, to the extent to which it is a security for the same liability or part thereof, and so far as it relates to the property comprised in the earlier charge, is void as a security on that property as against a liquidator or official manager of the society , notwithstanding that a notice in respect of the later charge was lodged under section 263 within a period mentioned in

53 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) subsection (1)(c) or (d) of this section, unless it is proved to the satisfaction of the Court that the later charge was given in good faith for the purpose of correcting some material error in the earlier charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division. (6) Nothing in subsection (1) or (3) operates to affect the title of a person to property purchased for value from a chargee or from a receiver appointed by a chargee in the exercise of powers conferred by the charge or implied by law if that person purchased the property in good faith and without notice of— (a) the filing of an application for an order for the winding up of the society ; (b) the passing of a resolution for the voluntary winding up of the society ; or (c) the passing of a resolution that the society be placed under official management. (7) The onus of proving that a person purchased property in good faith and without notice of any of the matters referred to in subsection (6)(a), (b) and (c) is on the person asserting that the property was so purchased. ˙ Charges in favour of certain persons void in certain cases 267.(1) Where— (a) a society creates a charge on property of the society in favour of a person who is, or in favour of persons at least one of whom is, a relevant person in relation to the charge; and (b) within 6 months after the creation of the charge, the chargee purports to take a step in the enforcement of the charge without the Court having, under subsection (3), given leave for the charge to be enforced; the charge, and any powers purported to be conferred by an instrument creating or evidencing the charge, are, and shall be deemed always to have been, void.

54 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (2) Without limiting the generality of subsection (1), a person who— (a) appoints a receiver of property of a society under powers conferred by an instrument creating or evidencing a charge created by the society ; or (b) whether directly or by an agent, enters into possession or assumes control of property of a society for the purposes of enforcing a charge created by the society ; shall be taken, for the purposes of subsection (1), to take a step in the enforcement of the charge. (3) On application by the chargee under a charge, the Court may, if it is satisfied that— (a) immediately after the creation of the charge, the society that created the charge was solvent; and (b) in all the circumstances of the case, it is just and equitable for the Court to do so; give leave for the charge to be enforced. (4) Nothing in subsection (1) affects a debt, liability or obligation of a society that would, if that subsection had not been enacted, have been secured by a charge created by the society . (5 ) Nothing in subsection (1) operates to affect the title of a person to property (other than the charge concerned or an interest in the charge concerned) purchased for value from a chargee under a charge, from an agent of a chargee under a charge, or from a receiver appointed by a chargee under a charge in the exercise of powers conferred by the charge or implied by law, if that person purchased the property in good faith and without notice that the charge was created in favour of a person who is, or in favour of persons at least one of whom is, as the case may be, a relevant person in relation to the charge. (6) The onus of proving that a person purchased property in good faith and without notice that a charge was created as mentioned in subsection (5) is on the person asserting that the property was so purchased. (7) In this section—

55 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) “chargee” , in relation to a charge, means— (a) in any case—the holder, or all or any of the holders, of the charge; or (b) in the case of a charge that is an agreement to give or execute a charge in favour of a person or persons, whether upon demand or otherwise—that person, or all or any of those persons. “officer” includes, in the case of a registered foreign society, a local agent of the society . “receiver” includes a receiver and manager. “relevant person” , in relation to a charge created by a society , means— (a) a person who is at the time when the charge is created, or who has been at any time during the period of 6 months ending at that time, an officer of the society ; or (b) a person associated, in relation to the creation of the charge, with a person of a kind referred to in paragraph (a). ˙ Assignment and variation of charges 268.(1) Where, after a registrable charge on property of a society has been created, a person other than the original chargee becomes the holder of the charge, the person who becomes the holder of the charge shall, within 45 days after he, she or it becomes the holder of the charge— (a) lodge a notice stating that he, she or it has become the holder of the charge; and (b) give the society a copy of the notice. (2) Where, after a registrable charge on property of a society has been created, there is a variation in the terms of the charge having the effect of— (a) increasing the amount of the debt or increasing the liabilities (whether present or prospective) secured by the charge; or (b) prohibiting or restricting the creation of subsequent charges on the property;

56 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) the society shall, within 45 days after the variation occurs, ensure that there is lodged a notice setting out particulars of the variation and accompanied by the instrument (if any) effecting the variation or a certified copy of that instrument. (3) Where a charge created by a society secures a debt of an unspecified amount or secures a debt of a specified amount and further advances, a payment or advance made by the chargee to the society in accordance with the terms of the charge shall not be taken, for the purposes of subsection (2), to be a variation in the terms of the charge having the effect of increasing the amount of the charge or the liabilities (whether present or prospective) secured by the charge. (4) A reference in this section to the chargee in relation to a charge shall, if the charge is constituted by a debenture and debentures and there is a trustee for debenture holders, be construed as a reference to the trustee for debenture holders. (5) Nothing in section 263 requires the lodgment of a notice under that section in relation to a charge merely because of the fact that the terms of the charge are varied only in a manner mentioned in this section. ˙ Satisfaction of, and release of property from, charges 269.(1) Where, with respect to a charge registered under this Division— (a) the debt or other liability the payment or discharge of which was secured by the charge has been paid or discharged in whole or in part; or (b) the property charged or part of that property is released from the charge; the person who was the holder of the charge at the time when the debt or other liability was so paid or discharged or the property or part of the property was released shall, within 14 days after receipt of a request in writing made by the society on whose property the charge exists, give to the society a memorandum in a form approved by the SSA acknowledging that the debt or other liability has been paid or discharged in whole or in part or that the property or that part of it is no longer subject to the charge, as the

57 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) case may be. (2) The society may lodge the memorandum and, upon the memorandum being lodged, the SSA shall enter in the Register particulars of the matters stated in the memorandum. (3) The reference in subsection (1) to the person who was the holder of a charge at the time when the debt or other liability was so paid or discharged or the property or part of the property was released shall, if the charge was constituted by a debenture or debentures and there was a trustee for debenture holders, be construed as a reference to the person who was, at that time, the trustee for debenture holders. ˙ Lodgment of notices, offences etc 270.(1) Where a notice in respect of a charge on property of a society is required to be lodged under section 263 , 264 or 268(2) , the notice may be lodged by the society or by any interested person. (2) Where default is made in complying with section 263 , 264 or 268(2) in relation to a registrable charge on property of a society , the society and any officer of the society who is in default each contravene this subsection. (3) Where a person who becomes the holder of a registrable charge fails to comply with section 268 (1), the person and, if the person is a body corporate, any officer of the body corporate who is in default, each contravene this subsection. (4) Where a document required by this Division other than section 268(1) to be lodged is lodged by a person other than the society concerned, that person— (a) shall, within 7 days after the lodgment of the document, give to the society a copy of the document; and (b) is entitled to recover from the society the amount of any fees properly paid by the person on lodgment of the document.

58 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) ˙ Society to keep documents relating to charges and register of charges 271.(1) A society shall keep, at the place where the register referred to in subsection (2) is kept, a copy of every document relating to a charge on property of the society that is lodged under this Division or was lodged with a person under a corresponding previous law, and a copy of every document given to the society under this Division or a corresponding previous law. (2) A society shall keep a register and shall, upon the creation of a charge (whether registrable or not) on property of the society , or upon the acquisition of property subject to a charge (whether registrable or not), as soon as practicable enter in the register particulars of the charge, giving in each case— (a) if the charge is a charge created by the society , the date of its creation or, if the charge was a charge existing on property acquired by the society , the date on which the property was so acquired; (b) a short description of the liability (whether present or prospective) secured by the charge; (c) a short description of the property charged; (d) the name of the trustee for debenture holders or, if there is no such trustee, the name of the chargee; and (e) the name of the person whom the society believes to be the holder of the charge. (3) A register kept by a society pursuant to subsection (2) shall be open for inspection— (a) by any creditor or member of the society —without charge; and (b) by any other person—on payment for each inspection of such amount, not exceeding $5 , as the society requires or, where the society does not require the payment of an amount, without charge. (4) A person may request a society to furnish the person with a copy of the register or any part of the register and, where such a request is made, the

59 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) society shall send the copy to that person— (a) if the society requires payment of an amount not exceeding $5 plus $0.50 for each page —within 21 days after payment of the amount is received by the society or within such longer period as the SSA approves; or (b) in a case to which paragraph (a) does no apply—within 21 days after the request is made or within such longer period as the SSA approves. (5) If default is made in complying with any provision of this section, the society and any officer of the society who is in default are each guilty of an offence. ˙ Certificates 272.(1) Where particulars of a charge are entered in the Register in accordance with this Division, the SSA shall, on request by any person, issue to that person a certificate under the common seal of the SSA setting out those particulars and stating the time and day when a notice in respect of the charge containing those particulars was lodged with the SSA and, if the word “provisional” appears in the Register in relation to the reference to that time and day, stating that fact. (2) A certificate issued under subsection (1) is prima facie evidence of the matters stated in the certificate. (3) Where particulars of a charge are entered in the Register in accordance with this Division, and the word “provisional” does not appear in the register in relation to the reference to the time and day when a notice in respect of the charge was lodged, the SSA shall, on request by any person, issue to that person a certificate under the common seal of the SSA stating that particulars of the charge are entered in the Register in accordance with this Division. (4) A certificate issued under subsection (3) is conclusive evidence that the requirements of this Division as to registration (other than the requirements relating to the period after the creation of the charge within

60 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) which notice in respect of the charge is required to be lodged) have been complied with. ˙ Registration under other legislation relating to charges 273. (1) Where, whether before or after the prescribed time, a notice in relation to a charge is required to be lodged under this Division— (a) the charge need not be registered under a specified law of this jurisdiction; and (b) no provision of a specified law of this jurisdiction relating to priorities applies to or in relation to the charge; and (c) a failure to register a charge under a specified law of this jurisdiction does not affect the validity, or limit the effect, of the charge. (2) Where— (a) a transfer, assignment, or giving of security, by a society is registrable under a specified law of this jurisdiction; (b) notice in relation to the transfer, assignment or giving of security is required to be lodged under this Division; and (c) the transfer, assignment or giving of security is registered under this Division; then— (d) the transfer, assignment or giving of security is, subject to subsection (1)(b), as valid and effectual; and (e) by force of this subsection, the specified provisions (if any) of a law of this jurisdiction have effect, with the prescribed modifications (if any), in relation to the transfer, assignment or giving of security; as if it had been duly registered under that specified law. (3) Where— (a) a crop lien, wool lien, or stock mortgage, given by a society is

61 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) registrable under a specified law of this jurisdiction; (b) notice in relation to the crop lien, wool lien, or stock mortgage, is required to be lodged under this Division; and (c) the crop lien, wool lien, or stock mortgage, is registered under this Division; then— (d) the crop lien, wool lien or stock mortgage is, subject to subsection (1)(b), as valid and effectual; and (e) by force of this subsection, the specified provisions (if any) of a law of this jurisdiction have effect, with the prescribed modifications (if any), in relation to the crop lien, wool lien, or stock mortgage; as if it had been duly registered under that specified law. (4) Subject to this schedule, the regulations may provide that specified provisions of a law of this jurisdiction— (a) do not apply; or (b) apply, because of the regulations and with the prescribed modifications (if any); in relation to specified charges in relation to which notices must be lodged under this Division. (5) Nothing in this section applies in relation to a charge given by a society jointly with another person who is not, or other persons at least one of whom is not, a society. (6) In this section— “specified” means specified in an application order under section 111A of the Corporations Law . ˙ Power of Court to rectify Register 274 .Where the Court is satisfied—

62 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (a) that a particular with respect to a registrable charge on property of a society has been omitted from, or misstated in, the Register or a memorandum referred to in section 269; and (b) that the omission or misstatement— (i) was accidental or due to inadvertence or to some other sufficient cause; or (ii) is not of a nature to prejudice the position of creditors or shareholders; or that on other grounds it is just and equitable to grant relief; the Court may, on the application of the society or any person interested and on such terms and conditions as seem to the Court just and expedient, order that the omission or misstatement be rectified. 275. ( omitted ) 276. ( omitted ) 276AA. ( omitted ) 276A. ( omitted ) ˙ Power to exempt from compliance with certain requirements of Division 277.(1) The SSA may, by instrument in writing, exempt a person, as specified in the instrument and subject to such conditions (if any) as are specified in the instrument, from compliance with such of the requirements of section 263, 264 or 268 relating to— (a) the particulars to be contained in a notice under the relevant section;

63 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (b) the documents (other than the notice) to be lodged under the relevant section; or (c) the verification of any document required to be lodged under the relevant section; as are specified in the instrument. (2) A person who is exempted by the SSA subject to a condition, from compliance with a requirement of section 263, 264 or 268 shall not contravene the condition. (3) Where a person has contravened or failed to comply with a condition to which an exemption under this section is subject, the Court may, on the application of the SSA , order the person to comply with the condition. † Division 3—Order of priority ˙ Interpretation 278.(1) In this Division— “priority time” , in relation to a registered charge, means— (a) except as provided by paragraph (b) or (c)—the time and date appearing in the Register in relation to the charge, being a time and day entered in the Register pursuant to section 265; (b) where a notice has been lodged under section 264 in relation to a charge on property, being a charge that, at the time when the notice was lodged, was already registered under Division 2—the earlier or earliest time and day appearing in the Register in relation to the charge, being a time and day entered in the Register pursuant to section 264; and (c) to the extent that the charge has effect as varied by a variation notice of which was required to be lodged under section 268(2)—the time and day entered in the Register in relation to the charge pursuant to section 265(14). “prior registered charge” , in relation to another registered charge, means a

64 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) charge the priority time of which is earlier than the priority time of the other charge. “subsequent registered charge” , in relation to another registered charge, means a charge the priority time of which is later than the priority time of the other registered charge. “registered charge” means a charge that is registered under Division 2. “unregistered charge” means a charge that is not registered under Division 2 but does not include a charge that is not a registrable charge. (2) A reference in this Division to a person having notice of a charge includes a reference to a person having constructive notice of the charge. (3) Where, by virtue of the definition of “priority time” in subsection (1), a registered charge has 2 or more priority times each of which relates to a particular liability secured by the charge, each of those liabilities shall, for the purposes of this Division, be deemed to be secured by a separate registered charge the priority time of which is the priority time of the first mentioned registered charge that relates to the liability concerned. ˙ Priorities of charges 279.(1) Subject to this section, sections 280 to 282, inclusive, have effect with respect to the priorities, in relation to each other, of registrable charges on the property of a society . (2) The application, in relation to particular registrable charges, of the order of priorities of charges set out in sections 280 to 282, inclusive, is subject to— (a) any consent (express or implied) that varies the priorities in relation to each other of those charges, being a consent given by the holder of one of those charges, being a charge that would otherwise be entitled to priority over the other charge; and (b) any agreement between those chargees that affects the priorities in relation to each other of the charges in relation to which those persons are the chargees.

65 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (3) The holder of a registered charge, being a floating charge, on property of a society shall be deemed, for the purposes of subsection (2), to have consented to that charge being postponed to a subsequent registered charge, being a fixed charge that is created before the floating charge becomes fixed, on any of that property unless— (a) the creation of the subsequent registered charge contravened a provision of the instrument or resolution creating or evidencing the floating charge; and (b) a notice in respect of the floating charge indicating the existence of the provision referred to in paragraph (a) was lodged with the SSA under section 263, 264 or 268 before the creation of the subsequent registered charge. (4) Where a charge relates to property of a kind or kinds to which a particular paragraph or paragraphs of section 262(1) applies or apply and also relates to other property, sections 280 to 282, inclusive, apply so as to affect the priority of the charge only in so far as it relates to the first mentioned property and do not affect the priority of the charge in so far as it relates to the other property. (5) Sections 280 to 282, inclusive, do not apply so as to affect the operation of— (a) the Copyright Act 1968 ; (b) the Designs Act 1906 ; (c) the Life Insurance Act 1945 ; (d) the Patents Act 1952 ; or (e) the Trade Marks Act 1955. ˙ General priority rules in relation to registered charges 280.(1) A registered charge on property of a society has priority over— (a) a subsequent registered charge on the property, unless the subsequent registered charge was created before the creation of the prior registered charge and the chargee in relation to the

66 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) subsequent registered charge proves that the chargee in relation to the prior registered charge had notice of the subsequent registered charge at the time when the prior registered charge was created; (b) an unregistered charge on the property created before the creation of the registered charge, unless the chargee in relation to the unregistered charge proves that the chargee in relation to the registered charge had notice of the unregistered charge at the time when the registered charge was created; and (c) an unregistered charge on the property created after the creation of the registered charge. (2) A registered charge on property of a society is postponed to— (a) a subsequent registered charge on the property, where the subsequent registered charge was created before the creation of the prior registered charge and the chargee in relation to the subsequent registered charge proves that the chargee in relation to the prior registered charge had notice of the subsequent registered charge at the time when the prior registered charge was created; and (b) an unregistered charge on the property created before the creation of the registered charge, where the chargee in relation to the unregistered charge proves that the chargee in relation to the registered charge had notice of the unregistered charge at the time when the registered charge was created. ˙ General priority rule in relation to unregistered charges 281. An unregistered charge on property of a society has priority over— (a) a registered charge on the property that was created after the creation of the unregistered charge and does not have priority over the unregistered charge under section 280(1); (b) another unregistered charge on the property created after the first mentioned unregistered charge.

67 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) ˙ Special priority rules 282.(1) Except as provided by this section, any priority accorded by this Division to a charge over another charge does not extend to any liability that, at the priority time in relation to the first mentioned charge, is not a present liability. (2) Where a registered charge on property of a society secures— (a) a present liability and a prospective liability of an unspecified amount; or (b) a prospective liability of an unspecified amount; any priority accorded by this Division to the charge over another charge of which the chargee in relation to the first mentioned charge does not have actual knowledge extends to the prospective liability, whether the prospective liability became a present liability before or after the registration of the first mentioned charge. (3) Where a registered charge on property of a society secures— (a) a present liability and a prospective liability up to a specified maximum amount; or (b) a prospective liability up to a specified maximum amount; and the notice lodged under section 263 or 264 in relation to the charge sets out the nature of the prospective liability and the amount so specified, then any priority accorded by this Division to the charge over another charge extends to any prospective liability secured by the first mentioned charge to the extent of the maximum amount so specified, whether the prospective liability became a present liability before or after the registration of the first mentioned charge and notwithstanding that the chargee in relation to the first mentioned charge had actual knowledge of the other charge at the time when the prospective liability became a present liability. (4) Where— (a) a registered charge on property of a society secures— (i) a present liability and a prospective liability up to a specified maximum amount; or

68 Financial Institutions Regulations 1992 SCHEDULE 2 (continued) (ii) a prospective liability up to a specified maximum amount; but the notice lodged under section 263 or 264 in relation to the charge does not set out the nature of the prospective liability or the maximum amount so specified; or (b) a registered charge on property of a society secures a prospective liability of an unspecified amount; the following paragraphs have effect— (c) any priority accorded by this Division to the charge over another charge of which the chargee in relation to the first mentioned charge has actual knowledge extends to any prospective liability secured by the first mentioned charge that had become a present liability at the time when the chargee in relation to the first mentioned charge first obtained actual knowledge of the other charge; (d) any priority accorded by this Division to the charge over another charge of which the chargee in relation to the first mentioned charge has actual knowledge extends to any prospective liability secured by the first mentioned charge that became a present liability, as the result of the making of an advance, after the time when the chargee in relation to the first mentioned charge first obtained actual knowledge of the other charge if, at that time, the terms of the first mentioned charge required the chargee in relation to that charge to make the advance after that time, and so extends to that prospective liability whether the advance was made before or after the registration of the first mentioned charge and notwithstanding that the chargee in relation to the first mentioned charge had actual knowledge of the other charge at the time when the advance was made.

69 Financial Institutions Regulations 1992 ¡ SCHEDULE 3 † ARRANGEMENTS AND RECONSTRUCTIONS section 28 (Pt 5.1 of the Corporations Law applied to Societies under s 337 of the Code) 6 ˙ Interpretation 410. (1) A reference in this schedule , in relation to a body , to the directors is a reference to the directors of the body or any one or more of them. (2) A reference in this schedule to a body is a reference to a society or a related body corporate . ˙ Administration of compromises etc 411.(1) Where a compromise or arrangement is proposed between a body and its creditors or any class of them or between a body and its members or any class of them, the Court may, on the application in a summary way of the body or of any creditor or member of the body, or, in the case of a body being wound up, of the liquidator, order a meeting or meetings of the creditors or class of creditors or of the members of the body or class of members to be convened in such manner, and to be held in such place or places (in this jurisdiction or elsewhere), as the Court directs and, where the Court makes such an order, the Court may approve the explanatory statement required by section 412(1)(a) to accompany notices of the meeting or meetings. (1A) Where— (a) a compromise or arrangement is proposed— (i) between 30 or more bodies that are wholly-owned 6 Textual modification is indicated by italic script.

70 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) subsidiaries of a holding society and the creditors or a class of the creditors of each of those subsidiaries; and (ii) between the holding society and the creditors or a class of the creditors of the holding society ; and (b) the proposed compromise or arrangement in relation to each subsidiary includes a term that orders will be sought under section 413 transferring the whole of the undertaking and of the property and liabilities of the subsidiary to the holding society ; and (c) the Court is satisfied, on the application in a summary way— (i) of the holding society or of a creditor of the holding society ; or (ii) if the holding society is being wound up—of the liquidator; that the number of meetings that would be required between creditors in order to consider the proposed compromises or arrangements would be so great as to result in a significant impediment to the timely and effective consideration by those creditors of the terms of the compromises or arrangements; the Court may order a meeting or meetings, on a consolidated basis, of the creditors of the holding society and of each of the subsidiaries or of such class or classes of those creditors as the Court determines and, where the Court makes such an order, the Court may approve the explanatory statement required by section 412(1)(a) to accompany notices of the meeting or meetings. (1B) Where— (a) there are fewer than 30 wholly-owned subsidiaries of the holding society but the matters referred to in subsection (1A)(b) and (c) are satisfied; and (b) the Court considers that circumstances exist that would justify its doing so; the Court may make an order under subsection (1A) in relation to the proposed compromise or arrangement.

71 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) (1C) Where an order is made under subsection (1A) in relation to a proposed compromise or arrangement, the succeeding provisions of this schedule apply to the compromise or arrangement as if— (a) references in this schedule to a body included references to all of the bodies to which the order relates; and (b) references in this schedule to creditors of a body included references to the creditors of all the bodies to which the order relates; and (c) references in this schedule to a class of the creditors of a body were references to the relevant class of creditors of all of the bodies to which the order relates. (2) The Court shall not make an order pursuant to an application under subsection (1) or (1A) unless— (a) 14 days notice of the hearing of the application, or such lesser period of notice as the Court or the SSA permits, has been given to the SSA ; and (b) the Court is satisfied that the SSA has had a reasonable opportunity— (i) to examine the terms of the proposed compromise or arrangement to which the application relates and a draft explanatory statement relating to the proposed compromise or arrangement; and (ii) to make submissions to the Court in relation to the proposed compromise or arrangement and the draft explanatory statement. (3) In subsection (2), “draft explanatory statement” , in relation to a proposed compromise or arrangement between a body and its creditors or any class of them or between a body and its members or any class of them, means a statement— (a) explaining the effect of the proposed compromise or arrangement and, in particular, stating any material interests of the directors of the body, whether as directors, as members or creditors of the

72 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) body or otherwise, and the effect on those interests of the proposed compromise or arrangement in so far as that effect is different from the effect on the like interests of other persons; and (b) setting out such information as is prescribed and any other information that is material to the making of a decision by a creditor or member of the body whether or not to agree to the proposed compromise or arrangement, being information that is within the knowledge of the directors of the body and has not previously been disclosed to the creditors or members of the body. (3A) In considering whether to make an order under subsection (1) or (1A) for a meeting to be held in another jurisdiction, the Court must have regard to where the creditors or members, or the creditors or members included in the class concerned, as the case requires, reside. (4) A compromise or arrangement is binding on the creditors, or on a class of creditors, or on the members, or on a class of members, as the case may be, of the body and on the body or, if the body is in the course of being wound up, on the liquidator and contributories of the body, if, and only if— (a) at a meeting convened in accordance with an order of the Court under subsection (1) or (1A)— (i) in the case of a compromise or arrangement between a body and its creditors or a class of creditors—the compromise or arrangement is agreed to by a majority in number of the creditors, or of the creditors included in that class of creditors, present and voting, either in person or by proxy, being a majority whose debts or claims against the society amount in the aggregate to at least 75% of the total amount of the debts and claims of the creditors present and voting in person or by proxy, or of the creditors included in that class present and voting in person or by proxy, as the case may be; and (ii) in the case of a compromise or arrangement between a body and its members or a class of members—the compromise or arrangement is agreed to by a majority in number of the

73 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) members, or of the members included in that class of members, present and voting, either in person or by proxy, being, in the case of a body having a share capital, a majority whose shares have nominal values that amount, in the aggregate, to at least 75% of the total of the nominal values of all the shares of the members present and voting in person or by proxy, or of the members included in that class present and voting in person or by proxy, as the case may be; and (b) it is approved by order of the Court. (5) Where the Court orders 2 or more meetings of creditors or of a class of creditors, or 2 or more meetings of members or of a class of members, to be held in relation to the proposed compromise or arrangement— (a) in the case of meetings of creditors—the meetings shall, for the purposes of subsection (4), be deemed together to constitute a single meeting and the votes in favour of the proposed compromise or arrangement cast at each of the meetings shall be aggregated, and the votes against the proposed compromise or arrangement cast at each of the meetings shall be aggregated, accordingly; or (b) in the case of meetings of members—the meetings shall, for the purposes of subsection (4), be deemed together to constitute a single meeting and the votes in favour of the proposed compromise or arrangement cast at each of the meetings shall be aggregated, and the votes against the proposed compromise or arrangement cast at each of the meetings shall be aggregated, accordingly. (6) The Court may grant its approval to a compromise or arrangement subject to such alterations or conditions as it thinks just. (7) Except with the leave of the Court, a person shall not be appointed to administer, and shall not administer, a compromise or arrangement approved under this schedule between a body and its creditors or any class of them or between a body and its members or any class of them, whether by the terms of that compromise or arrangement or pursuant to a power

74 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) given by the terms of a compromise or arrangement, if the person— (a) is a mortgagee of any property of the body; (b) is an auditor or an officer of the body; (c) is an officer of a body corporate that is a mortgagee of property of the body; (d) is not a registered liquidator; (e) is an officer of a body corporate related to the body; or (f) unless the SSA directs in writing that this paragraph does not apply in relation to the person in relation to the body—has at any time within the last 12 months been an officer or promoter of the body or of a related body corporate. (8) Subsection (7)(d) does not apply in relation to a body corporate authorised by or under a law of this jurisdiction to administer the compromise or arrangement concerned. (8A) ( omitted ) (9) Where a person is or persons are appointed by, or under a power given by, the terms of a compromise or arrangement, to administer the compromise or arrangement— (a) sections 425, 427(2) and (4), 428, 432 and 434 apply in relation to that person or those persons as if— (i) the appointment of the person or persons to administer the compromise or arrangement were an appointment of the person or persons as a receiver and manager, or as receivers and managers, of property of the body; and (ii) a reference in any of those sections or subsections to a receiver, or to a receiver of property, of a corporation were a reference to that person or to those persons; and (b) section 536 applies in relation to that person or those persons as if— (i) the appointment of the person or persons to administer the

75 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) compromise or arrangement were an appointment of the person or persons as a liquidator of the body; and (ii) a reference in that section to a liquidator were a reference to that person or to those persons. (10) An order of the Court made for the purposes of subsection (4)(b) does not have any effect until an office copy of the order is lodged with the SSA , and upon being so lodged, notwithstanding section 171(8), the order takes effect, or shall be deemed to have taken effect, on and from the date of lodgment or such earlier date as the Court determines and specifies in the order. (11) Subject to subsection (12), a copy of every order of the Court made for the purposes of subsection (4)(b) shall be annexed to every copy of the rules of the body issued after the order has been made. (12) The Court may, by order, exempt a body from compliance with subsection (11) or determine the period during which the body shall comply with that subsection. (13) Where a compromise or arrangement referred to in subsection (1) or (1A) (whether or not for the purposes of or in connection with a scheme for the reconstruction of a body or bodies or the amalgamation of any 2 or more bodies) has been proposed, the directors or an administrator of the body shall— (a) if a meeting of the members of the body by resolution so directs—instruct such accountants or solicitors or both as are named in the resolution to report on the proposals and send their report or reports to the directors or the administrator, as the case may be, as soon as practicable; and (b) if a report or reports is or are obtained pursuant to paragraph (a)—make the report or reports available at the registered office of the body for inspection by the members and creditors of the body at least 7 days before the day of the meeting ordered by the Court to be convened as provided in subsection (1) or (1A), as the case may be. (14) If default is made in complying with subsection (11), the body

76 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) contravenes this subsection. (15) If default is made in complying with subsection (13), each director of the body contravenes this subsection. (16) Where no order has been made or resolution passed for the winding up of a body and a compromise or arrangement has been proposed between the body and its creditors or any class of them, the Court may, in addition to exercising any of its other powers, on the application in a summary way of the body or of any member or creditor of the body, restrain further proceedings in any action or other civil proceeding against the body except by leave of the Court and subject to such terms as the Court imposes. (17) The Court shall not approve a compromise or arrangement under the section unless— (a) it is satisfied that the compromise or arrangement has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Chapter 6 of the Corporations Law ; or (b) there is produced to the Court a statement in writing by the SSA stating that the SSA has no objection to the compromise or arrangement; but the Court need not approve a compromise or arrangement merely because a statement by the SSA stating that the SSA has no objection to the compromise or arrangement has been produced to the Court as mentioned in paragraph (b). ˙ Information as to compromise with creditors 412.(1) Where a meeting is convened under section 411, the body shall— (a) with every notice convening the meeting that is sent to a creditor or member, send a statement (in this section called the “explanatory statement” )— (i) explaining the effect of the compromise or arrangement and, in particular, stating any material interests of the directors,

77 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) whether as directors, as members or creditors of the body or otherwise, and the effect on those interests of the compromise or arrangement in so far as that effect is different from the effect on the like interests of other persons; and (ii) setting out such information as is prescribed and any other information that is material to the making of a decision by a creditor or member whether or not to agree to the compromise or arrangement, being information that is within the knowledge of the directors and has not previously been disclosed to the creditors or members; and (b) in every notice convening the meeting that is given by advertisement, include either a copy of the explanatory statement or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of the explanatory statement. (2) In the case of a creditor whose debt does not exceed $200, subsection (1)(a) does not apply unless the Court otherwise orders but the notice convening the meeting that is sent to such a creditor shall specify a place at which a copy of the explanatory statement can be obtained on request and, where the creditor makes such a request, the body shall as soon as practicable comply with the request. (3) Where the compromise or arrangement affects the rights of debenture holders, the explanatory statement shall specify any material interests of the trustees for the debenture holders, whether as such trustees, as members or creditors of the body or otherwise, and the effect on those interests of the compromise or arrangement in so far as that effect is different from the effect on the like interests of other persons. (4) Where a notice given by advertisement includes a notification that copies of the explanatory statement can be obtained in a particular manner, every creditor or member entitled to attend the meeting shall, on making application in that matter, be furnished by the body free of charge with a copy of the explanatory statement. (5) Each person who is a director or trustee for debenture holders shall

78 Financial Institutions Regulations 1992 SCHEDULE 3 (continued) give notice to the body of such matters relating to the person as are required to be included in the explanatory statement. (6) In the case of a compromise or arrangement that is not, or does not include, a compromise or arrangement between a body and its creditors or any class of them, the body shall not send out an explanatory statement pursuant to subsection (1) unless a copy of that statement has been registered by the SSA . (7) Where an explanatory statement sent out under subsection (1) is not required by subsection (6) to be registered by the SSA , the Court shall not make an order approving the compromise or arrangement unless it is satisfied that the SSA has had a reasonable opportunity to examine the explanatory statement and to make submissions to the Court in relation to that statement. (8) Where a copy of an explanatory statement is lodged with the SSA for registration under subsection (6), the SSA shall not register the copy of the statement unless the statement appears to comply with this schedule and the SSA is of the opinion that the statement does not contain any matter that is false in a material particular or materially misleading in the form or context in which it appears. (9) Where a body contravenes this section, a person involved in the contravention contravenes this subsection. (10) It is a defence to a prosecution for a contravention of this section if it is proved that the contravention was due to the failure of a person (other than the defendant), being a director of the body or a trustee for debenture holders of the body, to supply for the purposes of the explanatory statement particulars of the person’s interests. ˙ Provisions for facilitating reconstruction and amalgamation of societies 413.(1) Where an application is made to the Court under this schedule for the approval of a compromise or arrangement and it is shown to the Court that the compromise or arrangement has been proposed for the purposes of, or in connection with, a scheme for the reconstruction of a