Voting

Effective from 1 September 2008

23. Voting Entitlement

A qualified voting member is entitled to one vote irrespective of the number and value of his share investments and mortgage loans. In the case of an investing members' resolution or a borrowing members' resolution, only qualified voting members who are entitled to vote as investing members or borrowing members, as appropriate, will be entitled to vote.

24.Voting Procedure

(a) Any resolution shall be passed as an ordinary resolution unless the legislation or these Rules require it to be passed as a special resolution, an investing members' resolution or a borrowing members' resolution.

(b) At any general meeting any resolution put to a vote may be decided on a show of hands of qualified voting members present in person or by proxy. This does not apply to a special resolution, an investing members' resolution, a borrowing members' resolution or an ordinary resolution to elect Directors or to approve the acquisition or establishment of a business, which shall be decided on a poll. On or before the declaration of the result of a show of hands (except on a resolution for the election of a chairman) a poll may be demanded by the Chairman or by at least 10 qualified voting members present in person or by proxy. Any demand for a poll on an ordinary resolution (other than one to elect Directors or to approve the acquisition or establishment of a business) may be subsequently withdrawn. The poll shall be taken at such time and in such manner as the Chairman directs and the result of the poll shall be assumed to be the resolution of the meeting at which the poll was demanded. The meeting may conduct other business pending the taking of the poll and the counting of the result.

(c) A declaration by the Chairman that a resolution has been duly carried or defeated shall be conclusive and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact.

(d) The Chairman shall have a second or casting vote in the case of an equal number of votes for and against a resolution whether on a show of hands or on a poll.

(e) The Society may decide (subject to any requirements of the legislation) the form of the voting paper and the procedure for the conduct of a poll or postal ballot and for the counting of votes under independent supervision. A vote in a postal ballot must be received by the Society at the Society's head office or such other place described in the notice of postal ballot by the date and time fixed in the notice for the close of the ballot.

(f) The Board may from time to time prescribe:

(i) the procedure for the conduct of an electronic ballot including, but not limited to, the methods for establishing the authenticity and integrity of the completed voting paper;

(ii) the electronic address at which a vote cast by electronic voting must be received by the Society; and

(iii) the method of determining the time at which any vote cast by electronic voting is to be treated as received by the Society.

25. Proxies

(a) A qualified voting member may appoint someone else (who need not be a member) as his proxy to attend, speak and vote on his behalf at a general meeting. A representative of a qualified voting member such as an attorney may not appoint a proxy.

(b) The appointment of a proxy must:

(i) be in such form(s) as the Society may require or allow and contain the declarations required by the legislation and be signed by the member;

(ii) be received at the Society's head office or such other place as is described in the notice of meeting (which may include, without limitation, any electronic address as the Society may specify for the purpose) not less than five days (or any shorter period described in the notice of meeting) before the date and time of the meeting or any adjournment of the meeting; and 

(iii) comply with such terms and conditions as the Board may from time to time prescribe.

(c) A member may revoke his appointment of a proxy at any time and the appointment will be automatically terminated on the member's death or legal incapacity or if he ceases to be a member. Revocation or termination shall not invalidate any vote cast by his proxy unless written notice has been received by the Society at the Society's head office or at such electronic address as the Society may specify for the purpose not less than five days (or any shorter period specified in the notice of meeting) before the time fixed for the start of the meeting or adjourned meeting.

(d) The Board may from time to time prescribe:

(i) the method of determining the time at which any appointment of proxy or revocation sent by means of electronic communication is to be treated as received by the Society; and

(ii) the procedure for the conduct of an electronic appointment of proxy including, but not limited to, the methods for establishing the authenticity and integrity of the completed electronic appointment of proxy.

(e) If two or more valid proxy appointments are received (whether at the Society's head office address or such other address as is described in the notice of meeting) in respect of the same member for use at the same meeting, the one which is last received or treated as last received in accordance with the method of determining the time of receipt (regardless of the date on which it is signed) shall be treated as replacing and revoking the others. If two or more valid but differing proxy appointments are received in respect of the same member for use at the same meeting and the Society is unable to determine which was last received, none of them shall be treated as valid in respect of that meeting.