NTUC Income AR 2018

Notes to the Financial Statements For the Financial Year Ended 31 December 2018 20. Share capital (continued) Members and their rights During the financial year, the Co-operative Societies (Amendment) Bill was passed and came into effect. The amended Co-operative Societies Act (Act) stipulates that a society may issue a new class of shares called Permanent Shares, only to an institutional member and that the institutional member of a society may, with the written approval of the Registrar, subscribe, in accordance with the By-laws of the society, for permanent shares issued by the society. The amended Act further stipulates that the Permanent Shares cannot be withdrawn and cannot be converted to Common Shares; but may be transferred with the approval of the committee of management of the society (this refers to the Board, in the context of the Co-operative) and in accordance with this Act and the By-laws of the society. During the year, the Co-operative’s By-laws were amended to allow the Co-operative to issue Permanent Shares and also convert Common Shares issued to Institutional Members, to Permanent Shares. The Permanent Shares which are issued as a result of the conversion of the Common Shares shall rank pari passu in all respects with any existing Permanent Shares. Membership of the Co-operative consists of: (i) a Founder Member which shall be the National Trades Union Congress; (ii) Institutional Members which shall be the Singapore Labour Foundation, trade unions and co-operative societies as may be accepted by the Board; and (iii) Ordinary Members who shall be individual persons who hold an individual life insurance policy with the Co- operative or hold at least 10 Common Shares in the Co-operative or are such other persons who may from time to time be admitted at the discretion of the Board on such terms as the Board may decide and in accordance with the By-laws of the Co-operative. A Member of the Co-operative may attend and vote in person at any General Meeting of the Co-operative. Ordinary Members have one vote each, and Institutional Members and the Founder Member, each have a total number of votes equal to the number of Common Shares and Permanent Shares (if any) held. An Ordinary Member who holds only Common Shares and does not hold any Permanent Shares may withdraw his Common Shares, on giving three months’ notice in writing. The Board may at its discretion and on such conditions as it deems fit, waive or vary the notice period and allow the withdrawal of the Common Shares at an earlier date. The Ordinary Member withdrawing shall be entitled on the expiry of his notice to receive as the value of his Common Shares the lesser of the nominal value of the Common Shares; and what they are worth as disclosed by the last audited statement of financial position prepared by the Co-operative. An Institutional Member who holds any Permanent Shares may withdraw from the Co-operative only after all its Permanent Shares are disposed of (by way of share transfer to an Institutional Member or purchase by the Co-operative). In the event of the winding up of the Co-operative, the assets, including the reserve fund, shall be applied first to the cost of liquidation, then to the discharge of the liabilities of the Co-operative, then to the payment of the share capital or subscription capital, and then, provided that the By-laws of the Co-operative permit, to the payment of a dividend or patronage refund at a rate not exceeding that laid down in the Co-operative Societies Rules 2009 (“Rules”) or in the By-laws for any period during which no dividend or patronage refund was in fact paid. 123 2018 ANNUAL REPORT