Commercial Bank of Australia Limited Merger Act 1982 (Qld)

671 i rruzIart b ANNO TRICESIMO PRIMO ELIZABETHAE SECUNDAE REGINAE An Act to supplement by legislation of the State of Queensland The Commercial Bank of Australia Limited (Merger) Act, 1982 of the State of New South Wales which provides for the transfer to Bank of New South Wales of the undertaking of The Commercial Bank of Australia Limited and for the transfer to Bank of New South Wales Savings Bank Limited of the undertaking of The Commercial Savings Bank of Australia Limited and for other purposes, and to provide for related purposes [ASSENTED TO 15TH SEPTEMBER, 1982]

672 Commercial Bank of Australia Limited Merger Act 1982 Preamble. WHEREAS The Commercial Bank of Australia Limited became on or about 12 February 1982 a wholly owned subsidiary of Bank of New South Wales in consequence of action under Part VIB of the Companies Act 1961 of the State of Victoria: AND WHEREAS The Commercial Savings Bank of Australia Limited is a wholly owned subsidiary of The Commercial Bank of Australia Limited and Bank of New South Wales Savings Bank Limited is a wholly owned subsidiary of Bank of New South Wales: AND WHEREAS it is expedient in the interest of banking efficiency that the banking business conducted by The Commercial Bank of Australia Limited should be transferred to Bank of New South Wales and that the banking business conducted by The Commercial Savings Bank of Australia Limited should be transferred to Bank of New South Wales Savings Bank Limited: AND WHEREAS by The Commercial Bank of Australia Limited (Merger) Act, 1982 of the State of New South Wales provision is made for the transfer to Bank of New South Wales of the undertaking of The Commercial Bank of Australia Limited and for the transfer to Bank of New South Wales Savings Bank Limited of the undertaking of The Commercial Savings Bank of Australia Limited and for other purposes: AND WHEREAS it is expedient that the transfers of the banking business conducted in the State of Queensland be effected by Act of the Parliament: AND WHEREAS it is intended that the Crown shall compound each and every debt or claim it may have against Bank of New South Wales, the Commercial Bank of Australia Limited, Bank of New South Wales Savings Bank Limited and the Commercial Savings Bank of Australia Limited or any one or number of them in respect of stamp duty, fees and other charges that would have otherwise been payable to it, by acceptance of payment of a sum of money in lieu of stamp duty, fees and other charges: BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled , and by the authority of the same, as: follows:- 1. Short title . This Act may be cited as the Commercial Bank of Australia Limited Merger Act 1982. 2. Commencement . (1) Section 1 and this section shall commence on the day on which this Act is assented to for and on behalf of Her Majesty. (2) Except as provided by subsection (1), this Act shall commence on a day appointed by proclamation. 3. Interpretation . In this Act, unless the contrary intention appears- " appointed day " means the day on which this Act commences; " CBA " means The Commercial Bank of Australia Limited;

Commercial Bank 9f Australia Limited Merger Act 1982 673 " CBA Savings Bank " means The Commercial Savings Bank of Australia Limited; " continuing bank " means the body politic and corporate constituted by the Bank of New South Wales Act of1850 of New South Wales; " continuing savings bank " means the corporation incorporated in New South Wales under the name " Bank of New South Wales Savings Bank Limited "; " excluded assets " means- (a) documents required by law to be kept by CBA or CBA Savings Bank; (b) prescribed securities held, immediately before the appointed day, by or on behalf of CBA or CBA Savings Bank otherwise than by way of security; (c) land held, immediately before the appointed day, by or on behalf of CBA or CBA Savings Bank otherwise than by way of security; (d) property held, immediately before the appointed day, by CBA upon trust pursuant to section 180x (11) of the Companies Act 1961 of the State of Victoria; and (e) property held, immediately before the appointed day, by CBA for the trustees of the CBA Staff Superannuation Fund, the CBA Female Staff Superannuation Fund or the CBA Wages Staff Superannuation Fund; " instrument " means an instrument (other than this Act) which creates, evidences, modifies or extinguishes rights or liabilities or would do so if it or a copy thereof were lodged, filed or registered under any Act or other law and includes any judgment, order or process of a court; " land " includes an estate or interest in land, and any interest in respect of land; " legal proceedings " includes an arbitration; " liabilities " means all liabilities , duties and obligations, whether actual, contingent or prospective; " prescribed securities " means securities within the meaning of the Securities Industry (Queensland) Code; " property " means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal, and without limiting the generality of the foregoing includes choses in action, goodwill, rights, interests and claims of every kind in or to property, whether arising from, accruing under, created or evidenced by or the subject of an instrument or otherwise and whether liquidated or unliquidated, actual, contingent or prospective; rights " means all rights, powers, privileges and immunities, whether actual, contingent or prospective;

674 Commercial Bank of Australia Limited Merger Act 1982 " security " means a mortgage or charge ( whether legal or equitable), debenture , bill of exchange , promissory note, guarantee, indemnity , lien, pledge or other security for the payment of money or for the discharge of any other liability, and includes an agreement or undertaking to give or execute any of the foregoing whether upon demand or otherwise; " transferred employee " means an employee of CBA who becomes an employee of the continuing bank in pursuance of this Act; " undertaking ", in relation to CBA or CBA Savings Bank , means- (a) all property of the relevant bank ( apart from excluded assets); and (b) all rights and liabilities of the relevant bank ( apart from rights and liabilities relating to excluded assets). 4. Savings relating to certain property , etc. Nothing in this Act applies to or in respect of- (a) any property, rights and liabilities arising from, accruing under, created or evidenced by or the subject of any of the instruments described in the Schedule; or (b) any of those instruments. 5. Crown to be bound . This Act binds the Crown. 6. Vesting of undertakings of merging bank and savings bank. (1) Upon the appointed day- (a) the undertaking of CBA is vested in the continuing bank; and (b) the undertaking of CBA Savings Bank is vested in the continuing savings bank. (2) Upon and after the appointed day- (a) a reference to CBA in any instrument made, passed or executed before that day shall (except to the extent, if any, that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to the continuing bank; (b) a reference to CBA Savings Bank in any instrument made, passed or executed before that day shall (except to the extent, if any, that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to the continuing savings bank; and (c) a reference to the holder for the time being of a particular office (other than the office of a director, secretary or auditor) within CBA or CBA Savings Bank in any instrument made or

Commercial Bank of Australia Limited Merger Act 1982 675 executed before that day shall be read and construed as a reference to the person for the time being holding office as Chief General Manager of the continuing bank or such other officer of the continuing bank or the continuing savings bank as is designated from time to time by the Chief General Manager of the continuing bank or by any other officer acting under delegation from him. (3) Upon and after the appointed day- (a) any place of business of CBA wherever located shall be deemed to be a place of business of the continuing bank; and (b) any place of business of CBA Savings Bank wherever located shall be deemed to be a place of business of the continuing savings bank. (4) An instrument relating to property that has vested in the continuing bank or the continuing savings bank pursuant to this section shall, if it be executed by the continuing bank or the continuing savings bank, as the case may be, and is otherwise in registerable form, be registered by the person charged with keeping the appropriate register notwithstanding that the relevant Bank has not been registered as proprietor or owner of that property in the appropriate register. (5) Where for any reason- (a) a liability to CBA immediately before the appointed day remains a liability to CBA upon or after that day; or (b) a liability to CBA Savings Bank immediately before the appointed day remains a liability to CBA Savings Bank upon or after that day, CBA or CBA Savings Bank, as the case may be, shall have and may enforce the same rights in respect of that liability (including rights under any security relating thereto) as if this Act had not been passed. 7. Transitional provisions concerning trading banks. Without prejudice to the generality of other provisions of this Act, the following provisions shall have effect upon and after the appointed day:- (a) an instruction, order, direction, mandate or authority given to CBA and subsisting immediately before the appointed day (not being one relating to an excluded asset) shall be deemed to have been given to the continuing bank; (b) an instrument given or addressed to CBA upon or after the appointed day (not being one relating to an excluded asset) shall be deemed to have been given or addressed to the continuing bank;

676 Commercial Bank of Australia Limited Merger Act 1982 (c) a security held by CBA as security for a debt or other liability to CBA incurred before the appointed day shall be available to the continuing bank as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts owed to or liabilities to the continuing bank which are incurred upon or after the appointed day; and in relation to a security the continuing bank shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which CBA would have been entitled or subject if this Act had not been passed; (d) all the rights and liabilities of CBA as bailee of documents or chattels shall be transferred to and assumed by the continuing bank; (e) a negotiable instrument or order for payment of money which before, upon or after the appointed day is drawn on or given to or accepted or endorsed by CBA or payable at a place of business of CBA shall have the same effect upon and after the appointed day as if it had been drawn on or given to or accepted or endorsed by the continuing bank instead of CBA or was payable at the place of business of the continuing bank which the firstmentioned place of business is by this Act deemed to be; (f) the relationship between CBA and a customer or depositor shall become the same relationship between the continuing bank and the customer or depositor and the same rights and liabilities (including rights of set-off) shall exist between the continuing bank and the customer or depositor as existed immediately before the appointed day between CBA and the customer or depositor; (g) all contracts, agreements, conveyances, deeds, leases, licences, instruments, undertakings and notices (whether or not in writing) entered into by, made with, given to or by or addressed to CBA (whether alone or with any other person) before the appointed day and in effect immediately before the appointed day (except to the extent that they relate to an excluded asset) shall, to the extent that they were previously binding on and enforceable by, against or in favour of CBA, be binding on and enforceable by, against or in favour of the continuing bank as fully and effectually in every respect as if, instead of CBA the continuing bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed, as the case may be; (h) no legal proceedings commenced before the appointed day by, against or in favour of CBA shall abate or be otherwise prejudiced by reason of this Act;

Commercial Bank of Australia Limited Merger Act 1982 677 (i) nothing effected by this Act- (i) shall be regarded as placing CBA or the continuing bank in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong; (ii) shall be regarded as placing either of them in breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or (iii) shall release any surety wholly or in part from all or any of his obligations; and (j) nothing done or suffered by CBA or the continuing bank pursuant to this Act (not being something effected by this Act)- (i) shall be regarded as a breach of contract or confidence or otherwise as a civil wrong; (ii) shall be regarded as a breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or (iii) shall release any surety wholly or in part from all or any of his obligations, if it would not have had that effect had it been done or suffered by CBA in the absence of this Act. 8. Transitional provisions concerning savings banks. Without prejudice to the generality of other provisions of this Act, the following provisions shall have effect upon and after the appointed day:- (a) an instruction, order, direction, mandate or authority given to CBA Savings Bank and subsisting immediately before the appointed day (not being one relating to an excluded asset) shall be deemed to have been given to the continuing savings bank; (b) an instrument given or addressed to CBA Savings Bank upon or after the appointed day (not being one relating to an excluded asset) shall be deemed to have been given or addressed to the continuing savings bank; (c) a security held by CBA Savings Bank as security for a debt or other liability to CBA Savings Bank incurred before the appointed day shall be available to the continuing savings bank as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts owed to or liabilities to the continuing savings bank which are incurred upon or after the appointed day; and in relation to a security the continuing savings bank shall be

678 Commercial Bank of Australia Limited Merger Act 1982 entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which CBA Savings Bank would have been entitled or subject if this Act had not been passed; (d) all the rights and liabilities of CBA Savings Bank as bailee of documents or chattels shall be transferred to and assumed by the continuing savings bank; (e) a negotiable instrument or order for payment of money which before, upon or after the appointed day is drawn on or given to or accepted or endorsed by CBA Savings Bank or payable at a place of business of CBA Savings Bank shall have the same effect upon and after the appointed day as if it had been drawn on or given to or accepted or endorsed by the continuing savings bank instead of CBA Savings Bank or was payable at the place of business of the continuing savings bank which the first- mentioned place of business is by this Act deemed to be; (f) the relationship between CBA Savings Bank and a customer or depositor shall become the same relationship between the continuing savings bank and the customer or depositor and the same rights and liabilities (including rights of set-off) shall exist between the continuing savings bank and the customer or depositor as existed immediately before the appointed day between CBA Savings Bank and the customer or depositor; (g) all contracts, agreements, conveyances, deeds, leases, licences, instruments, undertakings and notices (whether or not in writing) entered into by, made with, given to or by or addressed to CBA Savings Bank (whether alone or with any other person) before the appointed day and in effect immediately before the appointed day (except to the extent that they relate to an excluded asset) shall, to the extent that they were previously binding on and enforceable by, against or in favour of CBA Savings Bank, be binding on and enforceable by, against or in favour of the continuing savings bank as fully and effectually in every respect as if, instead of CBA Savings Bank, the continuing savings bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed, as the case may be; (h) no legal proceedings commenced before the appointed day by, against or in favour of CBA Savings Bank shall abate or be otherwise prejudiced by reason of this Act; (i) nothing effected by this Act- (i) shall be regarded as placing CBA Savings Bank or the continuing savings bank in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong; (ii) shall be regarded as placing either of them in breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or

Commercial Bank of Australia Limited Merger Act 1982 679 (iii) shall release any surety wholly or in part from all or any of his obligations; and (j) nothing done or suffered by CBA Savings Bank or the continuing savings bank pursuant to this Act (not being something effected by this Act)- (i) shall be regarded as a breach of contract or confidence or otherwise as a civil wrong; (ii) shall be regarded as a breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or (iii) shall release any surety wholly or in part from all or any of his obligations, if it would not have had that effect had it been done or suffered by CBA Savings Bank in the absence of this Act. 9. Exercise of rights of occupancy . (1) Where, under the provisions of a lease, licence or other contract or agreement, CBA or CBA Savings Bank has rights in respect of the occupation or use of land, being an excluded asset, those rights may, notwithstanding that there has been no assignment, transfer, underletting or other disposition by CBA or CBA Savings Bank be exercised by the continuing bank or the continuing savings bank, as the case may be. (2) For the purposes of a lease, licence or other contract or agreement relating to the occupation or use of land, CBA or CBA Savings Bank does not part with possession of land by permitting the continuing bank or the continuing savings bank, as the case may be, to exercise rights under subsection (1) in respect of the land. 10. Continuity of legal proceedings . (1) Legal proceedings to which CBA or CBA Savings Bank was a party immediately before the appointed day may be continued by or against the continuing bank or the continuing savings bank, as the case may be. (2) A judgment, order or award obtained by or against CBA or CBA Savings Bank in legal proceedings commenced before the appointed day may be enforced by or against the continuing bank or the continuing savings bank, as the case may be. 11. Evidence. (1) Documentary or other evidence which would have been admissible for or against the interests of CBA or CBA Savings Bank if this Act had not been passed shall be admissible for or against the interests of the continuing bank or the continuing savings bank, as the case may be. (2) Notwithstanding the transfer of the undertakings of CBA and CBA Savings Bank to the continuing bank and the continuing savings bank, the provisions of Division 6 of Part V of the Evidence Act1977-1981

680 Commercial-Bank -of Australia Limited Merger Act 1'982 shall continue to apply with respect to the books of account of CBA and CBA Savings Bank and to entries made in those books of account before the appointed day. (3) In subsection (2) " books of account " has the same meaning as in Division 6 of Part V of the Evidence Act1977-1981. 12. Officers and employees . Notwithstanding any other provision of this Act- (a) upon the appointed day each employee of CBA shall cease to be an employee of CBA and shall become an employee of the continuing bank but, for the purposes of every Act and other law, award, determination, contract and agreement relating to the employment of each such employee, his contract of employment shall be deemed to be unbroken and the period of his service with CBA shall be deemed to have been a period of service with the continuing bank; (b) the terms and conditions of the employment of each transferred employee with the continuing bank shall- (i) upon the appointed day (and thereafter until varied) be identical with the terms and conditions of his employment with CBA immediately before the appointed day and be capable of variation in the same manner as they were immediately before that day; and (ii) subject to any Act or other law, award or determination relating to those terms and conditions, also be capable of variation in the same manner as the general terms and conditions of employment of other persons employed by the continuing bank are capable of variation; (c) a transferred employee shall not be entitled to receive any payment or other benefit by reason only of his ceasing by virtue of this Act to be an employee of CBA; (d) nothing in this Act, other than paragraph (c), affects rights or liabilities under any provident, benefit, superannuation or retirement fund or scheme relating to employees of CBA; and (e) a director, secretary or auditor of CBA or CBA Savings Bank does not by virtue of this Act become a director, secretary or auditor of the continuing bank or the continuing savings bank. 13. Endorsement of titles, etc. The- (a) Registrar of Titles, in the case of lands subject to the provisions of the Real Property Act 1861- 1981 and securities in or over such lands and dealings with such lands; (b) person or authority charged with registering instruments of title to lands not subject to the provisions of that Act and securities in or over such lands and dealings with such lands;

Commercial Bank of Australia Limited Merger Act 1982 681 (c) person or authority charged with registering securities other than securities relating to lands referred to in paragraphs (a) or (b) and dealings with such securities, has power and authority to make or cause to be made any necessary entries and endorsements in the appropriate register or other record of titles, securities or dealings, and has power and authority to do all such other acts and things as he thinks to be necessary or desirable, to give full effect to the vesting pursuant to this Act of the lands and securities in question in the continuing bank or the continuing savings bank. 14. Company to register holder of shares etc . (1) Where prescribed securities are by virtue of this Act vested in the continuing bank or the continuing savings bank, a certificate signed by the Chief General Manager of the continuing bank or by an officer acting under delegation from him stating that the prescribed securities have so vested shall, notwithstanding any other Act or law or the provisions of any instrument, be deemed to be a sufficient duly stamped instrument of transfer of those prescribed securities. (2) Subsection (1) applies only to and in respect of prescribed securities which, when vested in the continuing bank or the continuing savings bank, will be held by way of security. 15. Company charges. If the provisions of section 206 (1) of the Companies Act1981 of the Commonwealth apply in accordance with the provisions of the Companies (Application of Laws) Act1981 as laws of Queensland upon the appointed day, those provisions shall be deemed to have been complied with in respect of all charges to which those provisions apply of which the continuing bank or the continuing savings bank becomes the holder by virtue of this Act if there is lodged in the manner specified in paragraph (a) of that subsection a certificate signed by the Chief General Manager of the continuing bank or by an officer acting under delegation from him stating that by virtue of this Act the undertaking of CBA has become vested in the continuing bank and the undertaking of CBA Savings Bank has become vested in the continuing savings bank. 16. Protection of persons in respect of dealings with excluded assets. (1) No person dealing- (a) with the continuing bank or CBA (in any capacity whatsoever); or (b) with the continuing savings bank or CBA Savings Bank (in any capacity whatsoever), nor the Registrar of Titles, nor any other person registering or certifying title to land or having the power or duty to examine or receive evidence as to title to land, shall, in respect of any dealing or transaction entered into or purporting to be entered into by the continuing bank, the continuing savings bank, CBA or CBA Savings Bank, be concerned to see or enquire into whether any property the subject of the dealing or transaction (whether or not that property is land) is or is not an excluded asset, or be affected by any notice, express, implied or constructive, that any such property is or is not an excluded asset.

682 Commercial Bank of Australia Limited Merger Act 1982 (2) If any dealing or transaction is entered into by the continuing bank or the continuing savings bank with any person, in relation to or in connexion with an excluded asset , it shall be deemed in favour of that person and any person claiming through or under him that the continuing bank or the continuing savings bank, as the case may be, has full power and authority to enter into that dealing or transaction as if the excluded asset had vested in the continuing bank or the continuing savings bank, as the case may be, under this Act. (3) If any dealing or transaction is entered into by CBA or CBA Savings Bank with any person, in relation to or in connexion with any property which has vested in the continuing bank or the continuing savings bank, as the case may be, under this Act, it shall be deemed in favour of that person and any person claiming through or under him that CBA or CBA Savings Bank, as the case may be, has full power and authority to enter into that dealing or transaction as if the property were an excluded asset. (4) Nothing in this section affects the liability of the continuing bank, the continuing savings bank, CBA or CBA Savings Bank to any other of them in respect of anything done, or purporting to have been done, by the continuing bank, the continuing savings bank, CBA or CBA Savings Bank, as the case may be, in relation to or in connexion with an excluded asset or other property. 17. Stamp duty and other fees. In respect of the vesting in pursuance of this Act of the undertakings of CBA in the continuing bank or of CBA Savings Bank in the continuing savings bank- (a) any stamp duties or other amounts which might, but for this section, be payable under the Stamp Act1894-1982; and (b) any registration fees which might, but for this section, be payable under the Real Property Act 1861-1981 or in the case of lands and securities not subject to that Act, payable under such other Acts providing for the registration of dealings with such lands and securities, shall not be payable. SCHEDULE [s. 4] Deed dated 27 June 1978 made between the continuing bank of the one part and CBA of the other part entitled " Equity Participants Deed ". Agreement dated 27 June 1978 made between the continuing bank and CBA of the one part and Chase-N.B.A. Group Limited of the other part entitled " Management Agreement ". Agreement dated 27 June 1978 made between Qantas Airways Limited of the one part and the continuing bank and CBA of the other part entitled " Equipment Purchase Agreement ".

Commercial Bank of Australia Limited Merger Act 1982 683 Deed of Assignment dated 27 June 1978 between Qantas Airways Limited of the one part and the continuing bank and CBA of the other part. Agreement dated 27 June 1978 made between the continuing bank and CBA of the first part , Government Insurance Office of New South Wales of the second part and Qantas Airways Limited of the third part entitled " Loan Agreement ". Deed of Lease dated 27 June 1978 made between the continuing bank and CBA of the one part and Qantas Airways Limited of the other part.