Changes to proposed amendments to the IMB Constitution at the meetings being held on 25 October 2022

IMB is proposing amendments to its Constitution as set out in the notice of meetings for the Annual General Meeting and class meetings of IMB Shareholder Members and Depositor Members to be held on 25 October 2022 (Meetings).

IMB has received member feedback on one of the proposed amendments. The proposed amendment to Article 19 of the Constitution requires that dividends must be paid as cash (or reinvested under a dividend reinvestment plan) and removes the ability of the Directors to determine that they be paid by way of distribution of a specific asset. The proposed amendment to Article 19 is consistent with the way that IMB has always paid dividends and is consistent with prudential standards applying to additional tier 1 capital instruments which includes preference shares.

The feedback included that it was not made clear in the Explanatory Memorandum to the Notices of Meeting that the proposed amendment to Article 19 would apply to both preference shares (of which there are none on issue) as well as other types of shares (e.g. ordinary shares).

IMB is of the view that the meeting materials were and remain correct and clear, including because full extracts of the proposed changes in marked-up format were provided in the materials. However, IMB is responsive to the feedback provided by its members and confirms that, as widely communicated, the overarching intent of the proposed updates to the Constitution is to enable the terms relating to preference shares to align with current prudential standards. 

On this basis, IMB has modified the proposed amendment to Article 19 so that there is no change to the ways in which dividends may be paid in relation to ordinary shares. The more expansive wording contained in Article 19 of the current version of the Constitution last approved by members that permits dividends to be paid by way of a distribution of specific assets will continue to apply to IMB ordinary shares without amendment.  The proposed limitation relating to the payment of dividends in cash (or by way of a dividend reinvestment plan) is now expressed only to apply to preference shares (of which there are none on issue).  For avoidance of doubt, IMB does not have any intention to pay any dividends other than by way of cash. 

All other proposed amendments to IMB’s Constitution will continue to be put to members for approval at the Meetings. 

A revised copy of the marked-up Constitution (reflecting the change to Article 19 outlined above) to be tabled by the Chair at the meeting (together with a comparison to the earlier proposed version for members’ ease of reference) is available from www.imb.com.au/agm or from the Company Secretary at cosec@imb.com.au. 

The change of the proposed amendments relating to Article 19 outlined above will not affect the validity of proxy forms, or any proxy or direct votes already submitted in respect of the Meetings. As previously advised, Members are able to submit or change their proxy vote up until 10:30am on Sunday, 23 October 2022. Proxy votes can be lodged or changed as follows:

a) online at https://investorcentre.linkgroup.com/voting/imbl

b) by completing a form in person at any IMB branch

c) by lodging a proxy form with the Company Secretary at cosec@imb.com.au

d) by fax to (02) 4298 0277