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.