MEMORANDUM AND ARTICLES OF ASSOCIATION

Transcription

1 MEMORANDUM AND ARTICLES OF ASSOCIATION Mercy Super Pty Ltd ACN Consolidated as at June 2017 Level 23 Central Plaza One 345 Queen Street BRISBANE QLD 4000 Tel: (07) Fax: (07) Our ref: NJD: Brisbane Maroochydore Southport Sydney Canberra Melbourne Adelaide McInnes Wilson Lawyers 2017

2 i CONTENTS 1. NAME 3 2. SHARE CAPITAL 3 3. LIABILITY OF MEMBERS 3 4. OBJECTS Object to act as Trustee Carrying out Object Restrictions on distributions 3 5. RESTRICTION ON AMENDMENTS 3 6. SUBSCRIBERS 4 7. SUBSCRIBER SHARES 4 1. INTERPRETATION Definitions Construction Replaceable rules 7 2. STATUTORY PROHIBITIONS Transfer Restrictions Maximum Number of shareholders Prohibition on Public Share and Debenture Issues Prohibition on Public Deposit of Moneys 7 3. SHARE CAPITAL Issue of Shares Requirements for issue Commission Recognition of Interest Certificates Joint Holders 9 4. TRANSFER OF SHARES General Refusal of Registration TRANSMISSION OF SHARES Death or Bankruptcy Procedure for Transfer on Death or Bankruptcy Restrictions on Transfer on Death or Bankruptcy Effect of Death or Bankruptcy INCREASE, REDUCTION AND ALTERATION OF CAPITAL Alteration of Capital Rights of New Shares Reduction of Capital GENERAL MEETINGS Convening and Notice of General Meetings Proceedings at General Meetings Voting procedures at General Meetings Adjournment of General Meetings VOTES OF SHAREHOLDERS Right to Vote Proxies and Attorneys Signed Document Passing Resolution DIRECTORS General provisions Directors before Replacement Date Composition of Directors after Replacement Date Appointment of Employer Directors Appointment of Member Directors Election of Member Directors by Poll Notices to Members Failure to obtain nominations for Member Directors 21 McInnes Wilson Lawyers 2017

3 ii 9.9 Appointment of Independent Directors Remuneration and Expenses Vacation of Office Filling of Vacancies Conflict of Interest Powers of Directors Meetings of Directors Proceedings of Directors Resolution in Writing Alternate Directors Appointment of Attorney Minutes Transitional Rules SECRETARY Appointment by Directors Terms of Office SEAL Types of Seals Use of Seal Cheques and Negotiable Instruments APPLICATION OF PROFITS Establishment and Application of Reserves No dividends PAYMENTS OF CAPITAL ACCOUNTS AND AUDIT Requirements as to Accounts and Audits Auditor Inspection, of Company Records NOTICES Mode of Service Deemed Receipt of Notice Proof of Service Notice of General Meeting of the Company Previous Notice Notice on Transmission INDEMNITY Officers Former Officers Indemnity for Proceedings Liability as Between Officers Reimbursement of Expenses 33 McInnes Wilson Lawyers 2017

4 MEMORANDUM OF ASSOCIATION OF MERCY SUPER PTY LTD (COMPANY) 1. NAME The name of the Company is MERCY SUPER PTY LTD. 2. SHARE CAPITAL The amount of the share capital of the Company is ONE MILLION DOLLARS ($1,000,000.00) divided into One Million (1,000,000) shares of ONE DOLLAR ($1.00) each. 3. LIABILITY OF MEMBERS The liability of members of the Company is limited. 4. OBJECTS 4.1 Object to act as Trustee The object of the Company is to act as the trustee of: the indefinitely continuing superannuation fund known as Mercy Super in respect of which the subscribers intend that the Company on being appointed to act as trustee will make an election that it become a regulated superannuation fund within the meaning of Section 19 of the Superannuation Industry (Supervision) Act 1993 (Cth); or any other regulated superannuation fund within the meaning of Section 19 of the Superannuation Industry (Supervision) Act 1993 (Cth). 4.2 Carrying out Object In carrying out its object the Company has all the powers of a natural person and may do all things necessary, desirable or expedient in relation to, in connection with, arising from or incidental to the carrying out of its object. 4.3 Restrictions on distributions The income and property of the Company: must be applied by the Company for the purpose of carrying out its object; and must not be distributed to the members of the Company. 5. RESTRICTION ON AMENDMENTS The Memorandum of Association, including this clause, and the Articles Association of the Company may be amended only if the amendments are approved by: special resolution of the Company in general meeting; and unanimous resolution of the Directors.

5 4 6. SUBSCRIBERS The full names, addresses and occupations of the subscribers to the Company ( Subscribers ) are: 1. Name: Owen Percy McGuiness Address: 22 Whish Street, Windsor, Qld Occupation: Personnel Service Manager 2. Name: Patrick Joseph Maguire Address: 15 Glebe Street, Gordon Park, Qld Occupation: Hospital Chief Executive Officer 7. SUBSCRIBER SHARES We, the Subscribers, wish to form a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set out opposite our respective names. Name Owen Percy McGuiness Number of Shares Taken by Each Subscriber One (1) Ordinary Share Signature of Witness Attesting to Subscriber s Signature Full Name and Address of Witness Patrick Joseph Maguire One (1) Ordinary Share DATED this day of 19.

6 5 1. INTERPRETATION 1.1 Definitions ARTICLES OF ASSOCIATION OF MERCY SUPER PTY LTD In these Articles, unless the contrary intention appears: APRA means the Australian Prudential Regulation Authority. Articles means these Articles of Association as amended from time to time. Associated Employer means any employer other than the Principal Employer which contributes to Mercy Super. business day means a day on which trading banks are open for business in Brisbane. Company means MERCY SUPER PTY LTD. Corporations Act means Corporations Act 2001 (Cth). Director includes an alternate Director. Employee has the meaning set out in section 15A SIS Act. Employer has the meaning set out in the governing rules of Mercy Super. Employer Director means a Director appointed in accordance with Article 9.4 as a representative of the Principal Employer and any Associated Employers. Fit and Proper Person means an individual who is not a disqualified person as that term is defined in section 120 SIS Act. Former Staff Member means, at a relevant time, a person who ceased to be a Staff Member at any time during the 6 months preceding the relevant time. Independent Director means a Director appointed in accordance with Article 9.9. Member means a person who is at the relevant time a member of Mercy Super. Member Director means a Director appointed in accordance with Article 9.5 as a representative of the Members. Mercy Super means the indefinitely continuing superannuation fund originally known as The Sisters of Mercy Staff Superannuation Scheme established by The Corporation of the Trustees of The Order of the Sisters of Mercy in Queensland for the benefit of its employees pursuant to a trust deed dated 31 July 1962 as amended from time to time. paid in relation to shares and capital, includes credited as paid. Principal Employer means Mater Misericordiae Ltd or such other firm or corporation as from time to time assumes the role of principal employer to Mercy Super.

7 6 registers means the register of shareholders of the Company kept pursuant to the Corporations Act. representative means a representative appointed by a shareholder pursuant to section 250D of the Corporations Act. Replacement Date means the date nominated by the Principal Employer for the purposes of Article 9.3. seal means the common seal of the Company and includes any official seal of the Company. Secretary means any person appointed to perform all or any of the duties of a secretary of the Company. shareholder means a person entered in the register as a shareholder of the Company for the time being. SIS Act means Superannuation Industry (Supervision) Act 1993 (Cth). Staff Member means any Employee working directly for or on behalf of Mercy Super but does not include a Director. 1.2 Construction (e) A reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it. Section 46(1) of the Acts Interpretation Act 1901 (Cth) applies in relation to these Articles as if they were an instrument made, granted or issued under the Corporations Act as in force on the date on which these Articles became binding on the Company. An expression used in a particular Part or Division of the Corporations Act that is given by that Part or Division, a special meaning for the purposes of that Part or Division has, in any of these Articles that deals with a matter dealt with by that Part or Division, unless the contrary intention appears, the same meaning as in that Part or Division. A reference to a body or entity (whether corporate or unincorporated) includes, in the event that such body or entity ceases to exist, or is reconstituted, renamed or replaced from time to time, a reference to such other body or entity as the Directors consider most nearly fulfils the objects of the first mentioned body or entity. Unless the contrary intention appears: (iii) words importing the singular include the plural and vice versa; words importing any gender include all genders; the term person or words importing persons include bodies corporate. (f) Headings are for ease of reference only and do not affect the construction of these Articles.

8 7 1.3 Replaceable rules The replaceable rules of the Corporations Act only apply to the extent that they are not displaced or modified by these Articles. 2. STATUTORY PROHIBITIONS The Company shall be a proprietary company and the provisions set out in this Article 2 shall accordingly apply. 2.1 Transfer Restrictions The right to transfer shares in the Company shall be restricted in the manner provided in these Articles. 2.2 Maximum Number of shareholders The number of shareholders of the Company (counting joint holders of shares as one person and not counting any person in the employment of the Company or of its subsidiaries or any person who, while previously in the employment of the Company-or of its subsidiaries, was and thereafter has continued to be a shareholder of the Company) shall not at any time exceed Prohibition on Public Share and Debenture Issues The Company shall not issue any invitation to the public to subscribe for, or make any offer to the public to accept subscriptions for, any shares in or debentures of the Company. 2.4 Prohibition on Public Deposit of Moneys The Company shall not invite or make any invitation to the public to deposit money with, or make any offer to the public to accept deposits of money with, the Company for fixed periods or payable at call and whether bearing or not bearing interest. 3. SHARE CAPITAL 3.1 Issue of Shares The Directors may issue shares in the Company to: (iii) the Principal Employer; a nominee of the Principal Employer; or any person, with the written consent of the Principal Employer. Unissued shares may be: offered for issue by notice to the Principal Employer specifying the number of shares offered and the time within which the offer if not accepted will be deemed to be declined; or issued by the Directors on application by any person to whom shares may be issued under Article 3.1.

9 8 Where shares offered for issue by notice are not accepted within the time specified, the Directors may: decline to issue the shares offered; or issue the shares to any person with the consent in writing of the Principal Employer. 3.2 Requirements for issue Any issued shares must: have the same rights as to voting and otherwise; be issued fully paid. 3.3 Commission The Company must not make payments by way of brokerage or commission to any person in consideration of the person subscribing or agreeing to subscribe for shares or procuring or agreeing to procure subscriptions for shares. 3.4 Recognition of Interest Except as required by law, the Company shall not recognise a person as holding a share upon any trust. The Company is not bound by or compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as otherwise provided by these Articles or by law) any other right in respect of a share, except an absolute right of ownership in the registered holder of the share. In the case of the death of a shareholder who is a sole holder, the legal personal representatives of the deceased shall be the only persons recognised by the Company as having any title to the shares held by the deceased shareholder, and for this purpose, the Directors may require reasonable evidence of death. 3.5 Certificates It shall be a condition of the issue of any shares in the capital of the Company that the Company is under no obligation to have ready for delivery, any certificate or certificates relating to those shares unless the person who is registered as the holder of those shares (either as original subscriber, transferee or otherwise) makes a written request of the Company for the completion and delivery of share certificates, in which case the Company shall complete and deliver to the registered holder, the relevant share certificates within one calendar month of receipt by the Company of that request. Shares shall be allotted and share certificates relating to shares in the Company shall be issued and delivered, in accordance with the Corporations Act, if required to be issued under the Corporations Act having regard to Article 3.5. Where a share certificate is stolen, lost or destroyed, and an application to the Company by the owner of that certificate is made in accordance with section 1070D of the Corporations Act, the Directors shall, subject to that section, and in

10 9 any other case may, issue a duplicate certificate in lieu of the stolen, lost or destroyed share certificate. (e) (f) Where a share certificate is worn out or defaced, the Directors may, upon its production to the Company, order the certificate to be cancelled and issue a replacement certificate in lieu of the worn out or defaced certificate. A fee may be charged for the issue of a replacement certificate in the amount determined by the Directors, provided that the fee does not exceed the fee (if any) prescribed in that regard by the Corporations Act. Delivery of a certificate for a share to one of the several joint holders, is sufficient delivery to all several joint holders. 3.6 Joint Holders Where two or more persons are registered as the holders of a share, they shall be deemed to hold it as joint tenants with rights of survivorship, subject to the provisions of these Articles as to joint shareholdings and the following provisions: they and their respective legal personal representatives shall be deemed to be jointly and severally liable to pay all calls, interest or other amounts payable in respect of the share; subject to Article 3.6, on the death of any one of them, the survivor or survivors shall be the only person or persons whom the Company shall recognise as having any title to the share, and for this purpose, the Directors may require reasonable evidence of death; and any one of them may give effectual receipts for any amounts payable in respect of the share. 4. TRANSFER OF SHARES 4.1 General (e) Subject to these Articles, a shareholder may transfer all or any of the shareholder s shares by instrument in writing duly stamped in any usual or common form or in any other form that the Directors approve. Shares shall be transferred and share certificates relating to shares in the Company shall be issued and delivered, in accordance with the Corporations Act, if required to be issued under the Corporations Act having regard to Article 3.5. An instrument of transfer shall be executed by or on behalf of both the transferor and the transferee (except where execution by the transferee is rendered unnecessary by the Corporations Act) or may be otherwise executed in accordance with the Corporations Act. The transferor of shares remains the holder of the shares transferred and a shareholder of the Company in respect of those transferred shares, until the transfer is registered and the name of the transferee is entered in the register in respect of those shares. The instrument of transfer shall be left for registration at the registered office of the Company or at the address where the register is kept, accompanied by such

11 10 evidence (including the certificate for the shares to be transferred where such a certificate has been issued) as the Directors may properly require to prove the title of the transferor. 4.2 Refusal of Registration The Directors must not register any transfer of shares in the Company to any person unless: (iii) the shares transferred are registered in the name of the Principal Employer; the Principal Employer has consented in writing to the transfer; or the shares are transferred to the Principal Employer. Where the Company refuses to register a transfer of any shares, the Company shall, within 2 months after the date of lodgement of the transfer, send to the transferee a notice of refusal in accordance with section 1071E of the Corporations Act. 5. TRANSMISSION OF SHARES 5.1 Death or Bankruptcy Subject to Article 5.3, a person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder may, upon producing such evidence as is properly required by the Directors to establish the person s entitlement, elect either to be registered as the holder of the share, or to transfer the share to some other person nominated by that person. 5.2 Procedure for Transfer on Death or Bankruptcy If a person becoming entitled to a share under Article 5.1: elects to be registered as the holder of such share, the person shall deliver or send to the Company a signed notice in writing stating that the person so elects; or elects to have another person registered as the holder of such share, the person shall execute a transfer of that share to that other person. 5.3 Restrictions on Transfer on Death or Bankruptcy The restrictions in these Articles on the right to transfer shares and on the registration of transfers of shares are applicable to any notice or transfer under Article 5.2 as if the notice or transfer were a transfer signed by the shareholder who has died or become bankrupt. 5.4 Effect of Death or Bankruptcy Subject to Articles 8.1(f) and (g), 15.5 and 15.6, a person entitled to a share under Article 5.1 is upon production of such evidence as is properly required by the Directors to establish the person s entitlement entitled to the same rights (whether in relation to meetings of the Company or to voting or otherwise) as the shareholder would have been entitled to had the shareholder not died or become bankrupt.

12 11 6. INCREASE, REDUCTION AND ALTERATION OF CAPITAL 6.1 Alteration of Capital The Company may alter its constitution in any one or more of the ways set out in sections 136, 137 and Part 2J.1 of the Corporations Act. 6.2 Rights of New Shares New shares created upon an increase of the Company s authorised capital shall be deemed to be part of the original capital and shall rank equally with and carry the same rights as the existing shares and shall be subject to the provisions of these Articles. 6.3 Reduction of Capital Subject to the Corporations Act, the Company may, by special resolution, reduce its share capital. 7. GENERAL MEETINGS 7.1 Convening and Notice of General Meetings The Company shall, in addition to any other meeting held by the Company, hold a general meeting, to be called the annual general meeting, in accordance with the provisions of the Corporations Act. Any Director may, whenever the Director thinks fit, convene a general meeting of the Company or a meeting of any class of shareholders of the Company. The Directors shall, on such requisition as is provided for by sections 249D and 249E of the Corporations Act, convene a general meeting of the Company or a meeting of any class of shareholders of the Company. Subject to the provisions of the Corporations Act as to shorter notice, at least 14 days notice, or in the case of a general meeting or a meeting of any class of shareholders convened for the purpose of considering a special resolution, at least 21 days notice shall be given in writing to each shareholder entitled to attend general meetings or a meeting of a class of shareholders of the Company, as the case may be. (e) (f) (g) A notice convening a meeting of the Company or of any class of shareholders shall specify the place, day and hour of the meeting and the general nature of the business to be dealt with at the meeting, PROVIDED THAT it is not necessary for a notice of an annual general meeting of the Company to state that the business to be transacted at that meeting includes any of the business specified in Article 7.2. Subject to the Corporations Act, the Directors may, by notice in writing to the shareholders, postpone any meeting which has been convened to a date specified in such notice, or may cancel the holding of such a meeting. The accidental omission to give notice of any general meeting to or the non-receipt of any such notice by any person entitled to be so notified, shall not invalidate the meeting or any resolution passed at that meeting.

13 Proceedings at General Meetings Subject to Article 7.4, the business of an annual general meeting is to receive and consider the profit and loss account, the balance sheet and the reports of the Directors and the auditor of the Company, to elect Directors in the place of those retiring, to declare dividends, to fix the fees of the Directors, to appoint and fix the remuneration of auditors and to transact any other business which under these Articles or by law ought to be transacted at an annual general meeting. The number of shareholders whose presence is necessary to constitute a quorum at any general meeting of the Company is 2. For the purpose of determining whether a quorum is present, a person attending as a proxy, as the attorney of a shareholder or as a representative of a corporation that is a shareholder, is deemed to be a shareholder. No business shall be transacted at any general meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business. If a quorum is not present within 15 minutes after the time appointed for a meeting or such longer period as the chairman of the meeting may allow, the meeting: if convened upon requisition of shareholders pursuant to sections 249D and 249E of the Corporations Act, shall be dissolved; in any other case, shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors determine. (e) (f) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the adjourned meeting, the meeting shall be dissolved. The chairman s ruling on all matters relating to the order of business, procedure and conduct of a general meeting shall be final and no motion of dissent from the chairman s ruling shall be accepted. 7.3 Voting procedures at General Meetings The chairman of Directors shall preside at every general meeting of the Company, but where the chairman is not present within 15 minutes after the time appointed for a meeting or is unwilling to act or has signified that the chairman will not be present or willing to act, the following shall preside as chairman of the meeting, in the following order of entitlement -- the deputy chairman; a Director chosen by a majority of the Directors present; the only Director present; a shareholder present in person or by proxy, attorney or representative chosen by a majority of the shareholders present in person or by proxy, attorney or representative. In the case of an equality of votes, the chairman of the meeting shall not have, either on a show of hands or at a poll, a casting vote and the motion shall be deemed to have been lost. Every question submitted to a meeting shall be decided by a show of hands unless, before or upon the declaration of the result of the show of hands, a poll is demanded by: the chairman of the meeting;

14 13 (iii) (iv) not less than 2 shareholders present in person or by proxy, attorney or representative and having the right to vote at the meeting; or a shareholder or shareholders present in person or by proxy, attorney or representative representing not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting; or a shareholder or shareholders present in person or by proxy, attorney or representative holding shares conferring a right to vote at the meeting on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all shares conferring that right. (e) (f) (g) Unless a poll is so demanded, a declaration by the chairman of the meeting that the resolution has been carried or carried unanimously or without dissent or by a particular majority or lost and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the result of the resolution and it shall not be necessary to prove the number or proportion of votes cast in favour of or against the resolution. Where a poll is duly demanded, it shall be taken in such manner and at such time and place and at once or after an interval or adjournment or otherwise as the chairman of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A poll shall not be demanded on the election of a chairman of a meeting or on the adjournment of a meeting. A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 7.4 Adjournment of General Meetings The chairman of a meeting may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but the only business that may be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned for more than 21 days, at least 3 business days notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in Article 7.4, it is not necessary to give any notice of any adjournment of or the business to be transacted at an adjourned meeting. 8. VOTES OF SHAREHOLDERS 8.1 Right to Vote An entitlement to receive notice of general meetings of the Company shall confer on shareholders the right to attend those general meetings. Unless by these Articles or by the terms of issue of the share, a share does not carry any voting right, and subject to any rights or restrictions attached to or affecting any class of shares:

15 14 on a show of hands, each shareholder present in person or by proxy, attorney or representative has one vote; and on a poll, each shareholder present in person or by proxy, attorney or representative has one vote for each share held by the shareholder. (e) (f) In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, attorney or representative, shall be accepted to the exclusion of the votes of other joint holders and for this purpose, seniority shall be determined by the order in which the names stand in the register, but the other or others of the joint holders are entitled to be present at general meetings. Several legal personal representatives of a deceased shareholder in whose sole name a share stands shall for the purposes of Article 8.1 be deemed joint holders of the share. Where two proxies have been appointed by a shareholder, the proxy mentioned first in the instrument appointing the proxy shall have the right to vote on a show of hands. A person entitled to a share under Article 5.1. may vote at a meeting or adjourned meeting or on a poll in respect of that share as if the person were the registered holder of the share if: the Directors have previously admitted the person s right to vote at that meeting or adjourned meeting or on that poll in respect of the share; or the person satisfies the Directors of the person s entitlement to that share under Article 5.1 not less than 48 hours before the time appointed for the meeting, adjourned meeting or poll at or on which the person proposes to vote in respect of the share. (g) (h) (j) If a shareholder is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, the shareholder s committee or trustee or such other person as properly has the management of the shareholder s estate, may exercise any rights of the shareholder in relation to a general meeting as if the committee, trustee or other person were the shareholder. Objection shall not be raised to the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll except at that meeting or adjourned meeting or when that poll is taken, and every vote not disallowed at the meeting or adjourned meeting or when the poll is taken shall be deemed valid for all purposes. In the case of a dispute as to the admission or rejection of a vote, the chairman of the meeting shall decide the matter and the chairman s decision shall be final and conclusive. A shareholder is not entitled to vote at a general meeting unless all calls and other sums presently payable by the shareholder in respect of shares in the Company have been paid. 8.2 Proxies and Attorneys A shareholder entitled to attend and vote at a meeting of the Company or of any class of shareholders of the Company is entitled to appoint not more than 2 other

16 15 persons (whether shareholders or not) as the shareholder s proxy or proxies to attend and vote in the shareholder s stead at the meeting and a proxy has the same right as the shareholder to speak at the meeting. Where a shareholder appoints two proxies, the appointment is of no effect unless each proxy is appointed to represent a specified proportion of the shareholder s voting rights. An instrument appointing a proxy shall be in writing under the hand of the appointer or of the appointor s attorney duly authorised in writing, or if the appointor is a body corporate under its common or official seal or the hand of an officer or attorney duly authorised in writing. An instrument appointing a proxy shall be in or to the effect of the following form or in any other form acceptable to the Directors generally or in a particular case: MERCY SUPER PTY LTD FORM OF PROXY I/We of being a shareholder or shareholders of MERCY SUPER PTY LTD, hereby appoint as my proxy to vote on my behalf at the *annual general meeting/general meeting of the Company to be held on the day of and at any adjournment thereof, of or failing him, the chairman of the meeting. This Form of Proxy is to be used *in favour of/against the resolution. If this proxy is signed under power of attorney, the signatory declares that the attorney has had no notice of revocation thereof. DATED this day of 19. Signature(s) THE COMMON SEAL of ) ) is affixed in accordance with its Articles ) of Association in the presence of: ) * delete as appropriate. (e) An instrument appointing a proxy shall, unless the instrument expressly provides otherwise, be deemed to confer authority to agree to: a meeting being convened by shorter notice than is required by the Corporations Act or by these Articles; and

17 16 (iii) a resolution being proposed and passed as a special resolution at a meeting of which less than 21 days notice has been given; and demand or join in demanding a poll. (f) (g) (h) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and where the instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument. A shareholder may, by power of attorney duly executed in the presence of at least one witness and (if necessary) duly stamped, appoint an attorney (whether a shareholder or not) to act on the shareholder s behalf at all or any meetings of the Company or of any class of shareholders; A shareholder may, if it is a body corporate, appoint a representative (whether a shareholder or not) to act on its behalf at all or any meetings of the Company or of any class of shareholders. Subject to the Corporations Act, an instrument appointing a proxy shall not be valid unless there is deposited or received (as the case may be) not less than 48 hours before the time appointed for the meeting or adjourned meeting at which the person named in the proxy proposes to attend and vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking of a poll, at the registered office of the Company or at such other place as is specified by the Company in the notice of meeting or instrument of proxy: an instrument appointing a proxy and any power of attorney or other authority under which the instrument of proxy is executed (or a copy of the power or the authority notarially certified), together with such evidence of due stamping, execution and non-revocation of the instrument or power as the Directors may require; or a legible facsimile transmission copy of the instrument of proxy where that instrument is signed under the hand of the shareholder, together with such evidence of due stamping, execution and non-revocation of that instrument as the Directors may require. (j) A vote cast by a proxy, attorney or representative is valid: notwithstanding the previous revocation of the proxy s, attorney s or representative s authority by the death or unsoundness of mind of the principal or otherwise; and notwithstanding the transfer of the shares in respect of which the vote is cast, unless an intimation in writing of the revocation or transfer has been received by the Company at the registered office before commencement of the meeting or adjourned meeting or poll at which the instrument, authority or certificate is to be used or the power is to be exercised. 8.3 Signed Document Passing Resolution Subject to the Corporations Act, a resolution in writing signed by all the shareholders of the Company for the time being entitled to vote is as valid and

18 17 effectual for all purposes as if it had been passed as an ordinary resolution or a special resolution (as the case may be) at a general meeting of the Company duly called and constituted and may consist of several documents in like form each signed by one or more of the shareholders. (e) (f) (g) Where a shareholder is a body corporate, a resolution in writing signed by a representative of the shareholder, authorised by the shareholder to sign the resolution on the shareholder s behalf, is deemed to have been signed by the shareholder for the purposes of Article 8.3. Where the document referred to in Article 8.3 is so signed, the document shall be deemed to have been passed at a general meeting of the Company and shall be deemed to constitute a minute of that general meeting. Any document that is attached to a document signed in accordance with this Article 8.3 and is signed by the shareholder or shareholders who signed the last mentioned document shall, for the purposes of these Articles and the Corporations Act, be deemed to have been laid before the Company at the general meeting referred to in Article 8.3. The meeting referred to in Article 8.3 shall be deemed to be held on the day on which the document was signed and at the time at which the document was last signed or if the shareholders of the Company sign the document on different days, on the day on which, and at the time at which, the document was last signed by a shareholder of the Company. For the purposes of this Article 8.3, an electronically transmitted facsimile copy of a document, the original of which, in the opinion of the Secretary has been apparently signed by a shareholder of the Company, shall be deemed to be a document signed by such shareholder. Subject to this Article 8, the provisions of section 249A of the Corporations Act shall apply to the Company. 9. DIRECTORS 9.1 General provisions (e) (f) Unless otherwise determined by the Company in general meeting, the number of Directors shall be not less than 2 nor more than 7. Each Director must be a natural person who is not disqualified by law from being appointed as a director of the trustee of a regulated superannuation fund. Each Director must consent in writing to the appointment. A Director is not required to have any share qualification. A Staff Member or Former Staff Member is not eligible to be appointed a Director unless the Directors have first provided unanimous written consent to the appointment of the Staff Member or Former Staff Member (as the case may be) as a Director. A person must be a Fit and Proper Person to be eligible to be appointed as a Director.

19 18 (g) A Director may hold office for: the greater of: (A) (B) 3 terms of office (consecutive or otherwise); or a total of 12 years, or such longer period as the Board may, with the approval of APRA, decide. and thereafter is ineligible to: (iii) (iv) (v) stand for election as a Member Director; be appointed as an Employer Director; or take or continue to hold office as a Director, unless the Board, with the approval of APRA, determines otherwise. (h) (j) O Donnell is taken to be a Director who the Board, with the approval of APRA, has determined in accordance with Article 9.1(g) to have a term of office which expires on 30 June O Farrell is taken to be a Director who the Board, with the approval of APRA, has determined in accordance with Article 9.1(g) to have a term of office which expires on 30 June 2018 If re-elected with effect from 1 July 2017, Clayton is taken to be a Director who the Board, with the approval of APRA, has determined in accordance with Article 9.1(g) to have a term of office which expires on 30 June Directors before Replacement Date Until the Replacement Date: the Directors may at any time appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the number determined in accordance with these Articles; and the Company in general meeting may by ordinary resolution remove any Director from office, and may by ordinary resolution appoint another in the Director s place. 9.3 Composition of Directors after Replacement Date The Principal Employer may by notice in writing to the Company nominate a date on which the composition of the Directors must comply with Article 9.3. On receipt of a notice from the Principal Employer under Article 9.3, the Directors must take such steps as are necessary to ensure that the composition of the Directors is in accordance with Article 9.3 by the Replacement Date. From the Replacement Date the Directors shall comprise: 2 or more Employer Directors; and

20 19 an equal number of Member Directors, and may include no more than 3 Independent Directors. From the Replacement Date the shareholders have no right in their capacity as shareholders to appoint or remove directors whether at annual general meetings of the Company or otherwise. 9.4 Appointment of Employer Directors An Employer Director: shall be appointed by the Principal Employer, by notice in writing given to the Company; is appointed for a term of office of 4 years from 1 July in the year in which the Director is appointed; holds office until the Director s office is vacated under Article 9.11; and whose term of office is to expire is, subject to Article 9.1(g), eligible for reappointment. 9.5 Appointment of Member Directors Member Directors shall be appointed by election of the Members either by poll in accordance with Article 9.6 or at a meeting of the Members convened and conducted in accordance with Article 9.7. The Directors shall determine whether an election of Member Directors is conducted by way of a poll or at a meeting of Members. The timing of an election of a Member Director shall be determined by the Directors on the basis that: each Member Director s term of office is 4 years from 1 July in the year in which the Director is elected; and an election must be held in sufficient time for the election procedures to be completed and the successful nominees to take office on expiry of the term of office of an incumbent Member Director. Subject to Article 9.1(g), a Member Director whose term of office is to expire is eligible for re-election. 9.6 Election of Member Directors by Poll The Directors may from time to time prescribe the procedure for conducting the election of Members by poll. The procedure: may allow the Directors to appoint a returning officer to conduct the poll, including the calling for nominations; may specify the way in which nominations are to be called for from the Members including:

21 20 (A) (B) (C) the form in which a notice calling for nominations can be given (including, for example, by writing or electronic means); the date and time by which nominations must be received; the place at which nominations must be received; (iii) (iv) (v) (vi) must require a ballot to be conducted if the number of nominations received exceeds the number of positions to be filled; must specify the format of the ballot (whether paper, electronic or otherwise) and the format and procedure for distribution or circulation of election material where an election is required; must require the listing of nominees in the election material in alphabetical order by surname; must specify the date by which the ballot must be made, returned or completed, and must instruct Members to record one vote for each Member Director to be appointed. Each nomination for appointment as a Member Director must: be signed (including by means of electronic signature in a format approved by the Directors) by the nominated Member and by the proposer of the Member; be accompanied by: (A) (B) the nominated Member s written consent to act as a Director; and written consent from the Member s Employer to the Member accepting the position of Director if elected; (e) (f) The Member who receives the greatest number of votes is elected as a Member Director. Where more than one Member Director is to be elected, the Member who receives the next greatest number of votes is elected until all vacant positions are filled. The returning officer must notify the Members in writing of the names of the Members elected as Member Directors. The Members elected are deemed to be appointed as Member Directors on the expiry of the term of office of the incumbent Member Directors. 9.7 Notices to Members Any notice circulated to a Member for the purposes of this Article 9 must be: delivered to the Member personally; or sent to the Member by ordinary post, courier or airmail to: (A) the Member s residential address as recorded in the records of Mercy Super; or

22 21 (B) the Member s place of work as recorded in the records of the Principal Employer or an Associated Employer; or (iii) sent to the Member by or such other electronic means at the or electronic address last notified by the Member to the Trustee. An accidental or unintentional failure to send or deliver a notice to any Member does not invalidate the proceedings for which the notice was given. 9.8 Failure to obtain nominations for Member Directors Where a notice calling for nominations or a notice of meeting is circulated and no nominations are received: subject to Article 9.1(g), any Member Directors currently in office who have indicated they wish to be re elected remain in office as Member Directors; any vacancy may be filled by the appointment of a Member by the Member Directors in office. 9.9 Appointment of Independent Directors Subject to Articles 9.1 and 9.3, one or more Independent Directors shall be appointed if all the Employer Directors or all the Member Directors request that an Independent Director or Independent Directors be appointed. Each Independent Director shall be appointed by resolution of the Directors. Each Independent Director: (iii) is appointed for a term of office of 4 years from the date of the resolution in Article 9.9; holds office until the Director s office is vacated under Article 9.11; and whose term of office is to expire is, subject to Article 9.1(g), eligible for reappointment. Each Independent Director must be independent of: the Principal Employer and any Associated Employers; and the Members Remuneration and Expenses The Directors shall each be paid such remuneration, if any, as is from time to time determined by unanimous resolution of the Directors. If the Directors do not unanimously agree on the payment of any amount available at the end of a financial year for payment of remuneration to the Directors, the entitlement to that amount shall be divided between the Directors in office at the end of that financial year in proportion to their respective periods in office during that financial year, and the entitlements so calculated shall be paid to those Directors as remuneration for that financial year.

23 22 (e) All Directors fees shall accrue on a day to day basis and be apportionable accordingly. Where a Director renders or is called upon to perform extra services or to make any special exertions or otherwise for the Company, the Directors may arrange with that Director special remuneration by payment of a stated sum of money determined by the Directors and that special remuneration may be either in addition to or in substitution for the Director s remuneration provided for in these Articles. A Director shall, in addition to the Director s remuneration provided for in these Articles, be reimbursed out of the funds of the Company, reasonable travelling, accommodation and other expenses as the Director may incur when travelling to or from and attending meetings of the Directors or a committee of the Directors or when otherwise engaged on the business of the Company Vacation of Office In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Corporations Act, the office of a Director becomes vacant if: (iii) (iv) (v) (vi) the Director resigns from office by notice in writing to the Company; the Director becomes disqualified from acting under any legislation regulating superannuation funds; an Employer Director s term of office expires, unless the Director is reappointed in accordance with Article 9.4; the Member Director s term of office expires, unless the Director is reelected in accordance with Article 9.5; an Employer Director is removed by the Principal Employer by notice in writing; a Member Director is removed by: (A) (B) a petition circulated to Members in the same manner as a notice calling for nominations under Article 9.6 and signed by a majority of Members for the time being; or a resolution of a majority of Members present at a meeting called for the purpose of considering the Member Director s removal and convened and held in the same manner as a meeting called pursuant to Article 9.7 for the purpose of electing a Member Director; (vii) (viii) (ix) (x) (xi) a Member Director ceases to be a Member; an Independent Director is removed by resolution of the Directors; an Independent Director ceases to be independent; an Independent Director s term of office expires, unless the Director is reappointed in accordance with Article 9.9(iii); a Director is not a Fit and Proper Person;

24 23 (xii) (xiii) (xiv) a Director dies; a Director suffers physical or mental incapacity which in the opinion of the majority of the Directors (excluding the Director suffering physical or mental incapacity) renders the Director unable to perform the Director s duties; and a Director becomes a Staff Member or Former Staff Member unless the Directors have provided unanimous written consent to the Director remaining a Director. A Director must notify the Company on becoming aware that the Director has become disqualified from acting Filling of Vacancies Any vacancy in the office of Director, other than: (iii) a vacancy occurring on the expiration of the term of office of an Employer Director, which shall be governed by Article 9.4; a vacancy occurring on the expiration of the term of office of a Member Director, which shall be governed by Article 9.5; a vacancy in the office of an Independent Director, must be filled within ninety (90) days of the date on which the vacancy occurred, but a failure to fill a vacancy within that period does not invalidate any subsequent appointment. The remaining Directors may continue to act in the meantime unless the number or composition of the Directors is not sufficient to constitute a quorum, in which case the remaining Directors may only act for the purpose of filling the vacancies or of convening a general meeting of the Company and not for any other purpose. A vacancy in the office of a Member Director must be filled by a Member Director appointed: by the Directors, where: (A) (B) the Member Director appointed received the next greatest number of votes after the Member Directors elected at the most recent election held to appoint Member Directors; and the ballot paper issued for the election or the notice convening the meeting at which the election was held contained a statement to the effect that the person who received the next greatest number of votes after the Member Directors elected would be eligible for appointment by the Directors as a Member Director on a casual vacancy occurring during the term of office of the Member Directors elected; or in accordance with Article 9.5. An Employer Director appointed to fill a casual vacancy holds office only for the remainder of the term of the Employer Director in whose place that Employer Director was appointed.