For personal use only
Insignia | Financial Ltd | GPO Box 264 |
ABN 49 | 100 103 722 | Melbourne VIC 3001 |
Level 6, 161 Collins Street | Phone 13 13 69 | |
Melbourne VIC 3000 |
10 December 2021
Change of Company Name
Following approval at the IOOF Holdings Ltd Annual General Meeting on 25 November 2021, we are pleased to announce that the change of name process with the Australian Securities and Investments Commission has now been completed and the Company's name has been changed to Insignia Financial Ltd.
Attached is a consolidated constitution which incorporates the amendments approved by shareholders on 25 November 2021.
The ASX listing code for the Company will remain the same, IFL.
-ENDS-
Authorised for release by the Company Secretary of Insignia Financial Ltd.
Enquiries: | Media enquiries: |
Adrianna Bisogni | Kristen Allen |
Company Secretary | GM Corporate Affairs |
Insignia Financial Ltd | Insignia Financial Ltd |
M: +61 3 8614 4525 | M: 0412 759 753 |
E:adrianna.bisogni@ioof.com.au | E:kristen.allen@ioof.com.au |
About Insignia Financial Ltd
Insignia Financial has been helping Australians secure their financial future since 1846. During that time, we have grown substantially to become one of the largest groups in the financial services industry.
Insignia Financial provides advisers and their clients with the following services:
- Financial Advice services via our extensive network of financial advisers;
- Portfolio & Estate Administration for advisers, their clients and hundreds of employers in Australia; and
- Investment Management products that are designed to suit any investor's needs.
Further information about Insignia Financial can be found at www.ioof.com.au
For personal use only
As adopted by Members on 3 May 2002 and incorporating amendments approved by shareholders on 25 November 2021
Constitution
Insignia Financial Ltd
ACN 100 103 722
Stock Exchange Centre
530 Collins Street
Melbourne VIC 3000
Australia
Tel 61 3 9614 1011
Fax 61 3 9614 4661
www.aar.com.au
© Copyright Allens Arthur Robinson
For personal use only
Constitution
Table of Contents | ||
1. | Interpretation | 1 |
2. | Issue of securities | 3 |
3. | Preference shares | 3 |
4. | Surrender of shares | 5 |
5. | Joint holders | 5 |
6. | Non-recognition of equitable or other interests | 6 |
7. | Certificates | 6 |
8. | Computerised share transfer system | 6 |
9. | Power to make calls | 6 |
10. | Obligation for calls | 7 |
11. | When a call is made | 7 |
12. | Interest on the late payment of calls | 7 |
13. | Instalments | 7 |
14. | Notice requiring payment of sums payable | 7 |
15. | Time and place for payment | 7 |
16. | Forfeiture on non-compliance with notice | 8 |
17. | Notice of forfeiture | 8 |
18. | Disposal of forfeited shares | 8 |
19. | Liability despite forfeiture | 8 |
20. | Company's lien or charge | 8 |
21. | Sale of shares to enforce lien | 9 |
22. | Title to shares forfeited or sold to enforce lien | 9 |
23. | Payments by the Company | 10 |
24. | Transfers; proper ASTC transfers | 11 |
25. | Board may refuse to register | 11 |
26. | Transfer and certificate (if any) | 13 |
27. | Transmission on death | 14 |
28. | Transmission by operation of law | 14 |
29. | Calling of general meetings | 14 |
30. | Notice of general meeting | 14 |
31. | Business of general meetings | 15 |
32. | Quorum | 15 |
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Constitution
33. | Chairman | 15 |
34. | Acting Chairman | 15 |
35. | General conduct of meeting | 16 |
36. | Adjournment | 16 |
37. | Voting | 17 |
38. | Taking a poll | 17 |
39. | Special meetings | 18 |
40. | Voting rights | 18 |
41. | Voting rights of personal representatives, etc | 18 |
42. | Proxies | 18 |
43. | Validity of vote | 19 |
44. | Board may issue forms of proxy | 20 |
45. | Attorneys of shareholders | 20 |
46. | Number of Directors | 20 |
47. | Power to appoint Directors | 20 |
48. | Remuneration of Directors | 21 |
49. | Remuneration of Directors for extra services | 21 |
50. | Travelling and other expenses | 21 |
51. | Retirement benefits and superannuation contributions | 21 |
52. | Contracts with Company and participation in share issues | 22 |
53. | Director may hold other office | 22 |
54. | Exercise of voting power in other corporations | 22 |
55. | Termination of office by Director | 23 |
56. | Directors who are employees of the Company | 23 |
57. | Retirement and nomination of Directors | 23 |
58. | Appointment of a Managing Director | 24 |
59. | Exempt Managing Director | 24 |
60. | Procedures relating to Board meetings | 24 |
61. | Meetings by telephone or other means of communication | 25 |
62. | Votes at meetings | 25 |
63. | Chairman | 25 |
64. | Powers of meetings | 25 |
65. | Committees | 25 |
66. | Validity of acts | 26 |
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Constitution
67. | Resolution in writing | 26 | ||
68. | General powers of the Board | 26 | ||
69. | Seal | 27 | ||
70. | Determination of dividend | 27 | ||
71. | Dividend Plans | 27 | ||
72. | Employee Share Plan | 28 | ||
73. | Distribution otherwise than in cash | 28 | ||
74. | Capitalisation of profits | 28 | ||
75. | Transfer of shares | 29 | ||
76. | Retention of dividends; unclaimed dividends | 29 | ||
77. | How dividends are payable; currency of payments | 29 | ||
78. | Service of notices | 30 | ||
79. | When notice considered to be served | 30 | ||
80. | Shareholder not known at registered address | 30 | ||
81. | Notice to transferor binds transferee | 30 | ||
82. | Service on deceased shareholders | 31 | ||
83. | Winding up | 31 | ||
84. | Indemnity of officers, insurance and access | 31 | ||
85. | Unmarketable parcels | rationalisation | 33 | |
86. | Approval of proportional takeover bids | 35 | ||
87. | Restricted securities | 36 | ||
88. | Overriding Provisions | 36 | ||
89. | Definitions and Interpretations | 36 | ||
90. | Prohibition on certain acquisitions | 37 | ||
91. | Exceptions | 37 | ||
92. | Issue of new securities and transfers | 38 | ||
93. | Suspension of Rights where contravention occurs | 38 | ||
94. | Disposal of securities where contravention occurs | 38 | ||
95. | Tracing beneficial ownership of shares | 40 |
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IOOF Holdings Limited published this content on 09 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2021 23:01:03 UTC.