1602 information document -...

S e l e ct C re d i t Un io n L t d m e rg e r w i th E nc o m p a ss Cre d i t Uni o n L t d P AGE 1 OF 2 5

MERGER INFO RMATIO N D O C UMENT

PROPOSED TRA NSFER OF BUSINESS

By

SEL ECT CREDIT UNION L TD

To

ENCOM PA SS CREDIT UNION L TD

Select Credit Union Ltd ACN 058 538 140 (Select) and Encompass Credit Union Ltd ACN 087 650 011 (Encompass)propose to merge by transferring all of Select’s business to Encompass.

The Boards of directors of both Select and Encompass decidedthat cost effectiveness would be the mostimportant factor in determining whichwould be the transferring, and whichwould be the receiving institution.

Since Encompass owns its head office inSurry Hills, a transfer to Select would incur a significant transfer dutyliability. Since the proposed merger is designed to benefit members overall, the respective Boards determined

that Select would transfer to Encompass.

The merger will proceed if members of Select andEncompass approve the merger proposal at their respectiveSpecial General Meetings and the Australian Prudential Regulation Authority (APRA) provides the necessaryregulatory approvals.

Please note that the mergerproposal is a total package. Members can only choose to approve or not approve the

merger proposal in its entirety as described in this Merger Information Document.

Your Board prepared this Merger Information Document in order to provide members with information about themerger proposal. The Boards of both credit unions unanimously endorse the contents of this Merger InformationDocument and are not aware of any other information that is material to members' decision whether or not to

approve the mergerand has not previously been disclosedto members.

Attached are 4 Schedules, which form part of this Merger Information Document:

Schedule 1 highlights the products and services that Encompass and Select currently offer.

Schedule 2 compares loans, savings and term deposit products for both credit unions.

Schedule 3 sets out the fees andcharges that both credit unions currently charge members.

Schedule 4 includes assurances from the Board of Select.

Please read this Merger Information Document and the attachments carefully before deciding whether to

attend the Special General Meeting and vote. If you have any queries, please call one of the memberinformation lines below.

Encompass Credit Union Ltd Select Credit Union Ltd

Member Information Line

Telephone: 02 9245 1006

E-mail: [email protected]

Member Information Line

Telephone: 02 8754 8422

E-mail: [email protected]


DISCLAIMER

The Australian Prudential Regulation Authority (APRA) has approved this Merger Information Document pursuant to Rule 9of the Transfer Rules No 1 of 2015 for purposes of the Financial Sector (Business Transfer and Group Restructure) Act 1999(Cth). In deciding whether to approve this Merger Information Document, APRA has consulted with the Australian Securities

and Investments Commission (ASIC). Both APRA and ASIC accept no responsibility for the accuracy or otherwise of anymatters contained in this Merger Information Document or attached to this Merger Information Document.

THE MERGER

The merger will involve a total transferof business by Select to Encompass under the Financial Sector (BusinessTransfer and Group Restructure) Act 1999 (Cth). On the merger date:

all of the assets and liabilities of Select become assets and liabilities of Encompass;

the duties, obligations, immunities, rights and privileges applying to Select apply to Encompass;

each member of Select will become a member of Encompass and will be issuedwith a full paid $10 membershare in Encompass (unless the member is already a member of Encompass in whichcase Encompass willrefund the amount paid up on the Select membershare);

each member share in Select will be cancelled, other than the member shares of the directors of Select.

If the members of Select and Encompass approve the transfer proposal, and subject to APRA granting the

necessary regulatory approvals, the merger between Select and Encompass will take effect on 01 July 2016 orsuch later date approved by APRA.

Further information about the effect of the merger on the rights and liabilities of Select’s members is set out

under “Effect of the Merger On the Rights and Liabilities of Select Members”.

DEREGISTRATION OF SELECT AFTER MERGER

After the merger, Select will be anempty shell company without any assets and with its directors being its only

members. The Board of Select gives its assurance that it will deregister the Select company, that it will ensurethat all Select funds are transferred to Encompass, and that it will prepare, sign-off and lodge financial statements

for the Select company, to the extent required by law (see Schedule 4).

! For the reasons set out in this Merger Information Document, both the Select and Encompass

Board of directors unanimously endorse the merger proposal and recommend that you voteFOR it.

Each director of Encompass and Select intends to vote FOR the merger proposal.

BACKGROUND

SELECT CREDIT UNION LTD

Select was established in 1963 to provide financial services to the employees of Sydney County Council. In the lastfive years Select has accepted transfers of business from CSR & Rinker Employees Credit Union Ltd, MemberFirst

Credit Union Ltd, and Tartan Credit Union Ltd.Select’s current distribution and members access networkcomprises a head office at Sydney Olympic Park and seven branches, located in Gosford, Gymea, Homebush,


North Ryde, Revesby, Hamilton and Merrylands, together with a suite of remote access facilities incorporatingBank@post, ATM access, EFTPOS, internet banking, mobile app banking, and telephone banking.

As at 30 June 2015 Select Credit Union has 36 (full time equivalent) employees, 13,500 members, and$334millionin assets.

ENCOMPASS CREDITUNION LTD

The origins of Encompass Credit Uniondate back to 1953 whenthe Motor Transport Savings & Loans cooperative

was formed. Subsequent mergers betweenseveral credit unions servicing various sectors of the NSW transportindustry resulted in Encompass Credit Unionbeing formed in 1997.

The current Encompass distribution andmembers access network comprises a head office at Surry Hills and fourbranches, located in Chippendale nearCentral railway station, Parramatta, Chullora andHamilton in Newcastle.A

suite of remote access facilities incorporating Bank@post, ATM access, EFTPOS, internet banking, mobile appbanking, and telephone banking is available to members.

As at 30 June 2015 Encompass Credit Union has 40 (full time equivalent) employees, 16,500 members, and $286million in assets.

WHAT ARE THE REASONS FOR THE MERGER?

In considering suitable merger partners, both the Select and Encompass Boards considered the benefit tomembers as the driverof any proposed partnership. As relatively smaller financial institutions, Select and

Encompass have beenexposed to market and regulatory challenges and associated cost pressures. These samemarket challenges have caused an escalation in voluntary merger activity throughout the credit unionsector, as

credit unions have sought to maintain their competitiveness by harnessing the benefits of enhanced scale andoperational efficiency.The consequence of these changes is that credit unions have become strongerand moreviable financial institutions.

Both Select and Encompass are companies with a mutual structure registeredunderthe Corporations Act. Themutual structure is definedby an economic test where members have equal rights, and a governance test whichis effectively one member, one vote.Select and Encompass use the brands Select Mutual Banking and Encompass

- People Friendly Banking respectively, because both credit unions are AuthorisedDeposit-taking Institutionsregulated by the AustralianPrudential Regulation Authority under the Banking Act.

Individually however, both Select and Encompass are too small to be able to use the word “bank”. Both the

Encompass andSelect Boards recognisedthat a merger with each other will allow an application to be made touse the word “bank”, while remaining a mutual. While members understand that a credit union is a bankinginstitution, consumer surveys consistently show that non-members do not understandthe credit unionmodel,

whereas everyone understands the word “bank”.

The proposed merger will result in a very strong andsecure banking institution, it will offer staff betteropportunities for development, andthe expectedeconomies of scale will allow staff to do what they do best,

service and support the members. Both Encompass and Select Boards are comfortable that each has similarvalues. The culture of “people helping people”, profits remaining with the members, community participation(locally and overseas) andsupport of each core industry groups will not change.

In arriving at the decision to recommendthis merger to members, the Encompass and Select Boards reviewedthe potential of a number of other credit unions and concluded this proposedmerger to be the best strategic fitfor the reasons outlined in this document.

Both Select andEncompass Boards have been closely monitoring the market environment andregulatory trends,and expect them to intensify in the years ahead. Consequently, both Boards have recognised an opportunity to


pursue this voluntary merger inorderto achieve greater scale economies and to acquire the financial capacity torespond more easily to increasing competition.

The merger will deliver tangible and immediate benefits to both Encompass and Select members interms ofaccess to a broaderproduct range than is currently the case.Following the merger, it is anticipated that the

merged entity will commence with assets of approximately $620 million, 30,000 members and 75 full timeequivalent employees. Within2 years, it is expected that overall operating expenses will reduce delivering animprovement inefficiency.

The Boards of both Encompass and Select firmly believe this merger is in the best interests of members as it isexpected to achieve an outcome that delivers a financially stronger financial institution more capable ofcompeting in the current market, while importantly retaining both branchand distribution networks.

ADVANTAGES AND DISADVANTAGES OF THE MERGER FOR MEMBERS

The Boards of Select and Encompass Credit Unions believe that the merger proposal has the following

advantages for members:

General

The merged Credit Union company name will be changed to Select Encompass Credit Union Ltd as atthe merger date.

The merged credit union will have a greater capacity to meet its ongoing prudential and regulatoryrequirements as a viable banking alternative for members.

The merged credit union will remain a mutual and retain the mutuality principle of one memberonevote. This allows all members an equal opportunity to contribute to the governance of the creditunion.

The merged entity will use its largersize to compete for more members' business. Once the two credit unions have been fully integrated, the mergerwill release operational cost savings

that will be used to enhance the range and competitiveness of member products andservices. Anestimated reduction in annual operational costs of over $1m per annum is expected to deliver a moreefficient business cost to income ratio.

The new Board will comprise four directors nominated by the Board of Select and four directorsnominated by the Boardof Encompass to ensure that bothoriginal entities continue to have inputinto the strategy of the combined entity and a role in ensuring sound governance of the combinedentity.

Select and Encompass currently have a wide range of retail financial services and the combined strengthwill allow the merged entity to provide a broader product range at competitive prices with fair fees andcharges.

There will be no forced redundancies as a result of the merger, indeed the staff members of themerged organisationmay have improved career opportunities in the larger structure.

The merger will reduce concentration risk for both parties. The merged entity will therefore havebroader market coverage.

Members from both Select and Encompass will have access to an increased number of branches.

Specific

Select members will gain access to the following existing products that Encompass members currentlyhave access to:

Savings accounts:A deeming account designed for members in receipt of a social security pension.

Loan accounts:

A Basic Home Loan account, fixed rate products for 2 and 5 years, a Home improvement Personal loan


Encompass members will gain access to the following existing products that Select members currentlyhave access to:

Savings account:

Edvest Savings account and a fixed term product for Edvest members

Loan accounts:An Introductory Home Loan

A disadvantage of the merger may be that some products and services, including fees, charges, interest ratesand features may change as they are alignedover time.

The Boards of Select and Encompass believe that members of both credit unions will benefit from access to thecombined set of current facilities. While the interest rates applicable to current loanand term deposit facilities

will be maintainedfor the duration of their existing term, new facilities opened post-merger will be at be atinterest rates available at the time, which may or may not be better.

At the time of writing, there are some differences which may be considered less favourable to members of both

organisation, these items include:

Select and Encompass provide different interest rates for different Saving and Loan products at the timeof the merger. However, it is intended that interest rates will be aligned over time.

Both Credit Unions charge different loan establishment fees. However, it is intended that loanestablishment fees will be aligned over time.

Fees and charges vary between both organisations, however a full review will be undertaken followingthe merger (refer comments below).

The merged credit union intends to conduct a full review of fees and charges subsequent to integration of the

two banking systems. This is anticipated to occurwithin 12 months of the formal mergerapproval. No decisionon detailed fees andcharges alignment has been takento date. For further informationplease refer to

information under Products and Services in the Encompass Directors‘ Statement below, and to the comparisonof Select‘s andEncompass‘s existing products andservices in Schedules 1, 2, and 3 including details of fees,charges and interest rates.

The Encompass Directors‘ Statement reports that the merged entity intends toprovide the full range of servicesprovided prior to the mergerby either credit union, upon integrationof the two banking systems. The intentionis to integrate the banking systems by the end of July 2016.

The merger will result in13,500 Select members joining 16,500 Encompass members. Although each member

will remain entitled to one vote, some members may perceive that their voting rights are diluted as part of alarger membership group in the merged entity.

The Board has considered the entirety of the merger and believes that the advantagessignificantly outweigh the disadvantages for members arising from the merger.

EFFECT OF THE MERGER ON THE RIGHTS AND LIABILITIES OF SELECT MEMBERS

After the merger, each member of Select (except its directors) will cease to be a member of Select and their$10member share in Select will be cancelled. Each Select memberwill be issued with a fully paid$10 member sharein Encompass and will become a member of Encompass, unless the member is already a member of Encompass in

which case Encompass will refund the amount paid up on the member’s Select member share.

There are minor differences between the rights and liabilities attaching to member shares in Select andEncompass as set out below.


In relation to the credit union terminating membership for cause, Select members have a right to attendand be heard at the board meeting deciding whether to terminate their membership, whereasEncompass members do not have this right;

Select members have no right to be paid dividends, whereas Encompass members have a right to be paiddividends determined by the board and approved by members – however, Encompass has never paid

dividends and has no current intention to do so;

In a voluntary winding up of Select members may resolve to distribute the surplus to another credit unionor mutual companyinstead of paying the surplus out equally to all members, whereas in a voluntary

winding up of Encompass the surplus must be distributed equally to all members.

ENCOMPASS DIRECTORS’ STATEMENT

The directors of Encompass have provided the following statement setting out their intentions in relation to

future management of the business.

FUTURE DIRECTIONS

The business of Encompass and Select will be integrated as soon as practical following the merger date approved

by APRA. Further details about the integration process are provided in the following sections.

NAMES

The merged Credit Union name will be changed to Select Encompass Credit UnionLtd on the merger date.

As mentioned previously, the boards of Encompass and Select intend for the mergedentity to apply to APRA toallow it to use the word “bank”. This requires APRA consent, and member approval to change the company name.

This is not expected to occur until after the merger. Members of the merged entity will be asked to approve anycompany name change in relation to “bank”.

BRANCHES

The administrative headquarters and registered office of Encompass is locatedat 59 Buckingham Street, SurryHills, NSW 2010.Shortly following the date of the merger the head office of Select at Level 2, Quad 2, 8 Parkview

Drive, Sydney Olympic Park NSW 2127 will cease to operate.

Select members will be able to use the Encompass branches located at Central, Chullora, and Parramatta.Encompass members will be able to use Select’s branches located at Gosford, Gymea, Homebush, North Ryde,Revesby, and Merrylands.Encompass andSelect presently share a branchat Hamilton.

STAFF

The Select staff will become staff members of Encompass on employment terms and conditions, including salariesand accrued leave entitlements that are no less favourable than those that appliedto themimmediately prior to

the merger.

The Chief Executive of Select, Mark Worthington, will become the Chief Executive Officer of Encompass.The Chief Executive Officer of Encompass, Brian Bennett, will retire andreceive a payment according to theterms of his employment contract.

PRODUCTS AND SERVICES

Immediately after the merger, all products currently heldby members of eithercredit union will continue undertheir existing terms and conditions including interest rates, fees andcharges. There will be a phase-in change to

BSB, and banking authorities. Some members will have their membership numbers change.

Interest rates on termdeposits and fixed rate loans held at the date of the merger will remain fixedfor theremainder of the term.


Encompass will maintain existing transaction fees on products held by Select members at the date of the mergerfor a minimum period of 12 months. After the merger Encompass will review current interest rates, fees andcharges in orderto ensure that pricing is fair, profitable and sustainable. Encompass will alsoreview all loan,

savings and investment products with the intention of developing a range of products that meets members’needs. Members will be informed of any changes to theirproducts inaccordance withthe existing terms and

conditions of the products.

Encompass intends to continue to provide the full range of services currently provided by either credit union.Schedules 1, 2 and 3 list and compare the products and services that Encompass and Select currently provide,including details of fees, charges and interest rates.

WHAT IF THE MERGER DOES NOT PROCEED?

For reasons explained elsewhere in this Merger Information Document, yourBoard believes the proposed mergerwill provide benefits to members. If the merger proposal does not proceed, the operations of Encompass andSelect will continue on the basis that they do today. However, neither Encompass nor Select would have the same

capacity to deliver the enhanced memberservices that the merged credit unionwould have and the credit unionswould continue to absorb increasing regulatory and compliance burdens individually.

Further, the Select and Encompass Boards expect the various competitive and market pressures explained

elsewhere in this Merger InformationDocument will intensify in the years ahead, and may require both CreditUnions to identify an alternative mergerpartner inthe mediumterm.There is no guarantee that an alternativefuture merger would be on the same terms as proposedhere.

Having considereda number of strategic alternatives including pursuing partnership alliances, merging with much

larger mutuals, creating agency arrangements by handing over the banking licences to non-mutuals,demutualisation, and participating in a mutual aggregated balance sheet model, the boards of both Select and

Encompass independently concluded that a merger of two similar sized, equally well capitalised mutualorganisations witha similargeographic presence and industry based membership, was the preferred strategicoption.

FINANCIAL POSITION OF THE CREDIT UNIONS

The following tables summarise the financial position of Encompass and Select and are based on audited financial

reports for each credit unionas at 30 June 2015. If you require further financial information about either creditunion please call or email the credit union.Contact details are set out on the front page of this Merger

Information Document.


COMPARATIVE STATEMENTSOF FINANCIAL POSITION


Audited Audited Audited Audited

30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

($'000) ($'000) ($'000) ($'000)

ASSETS

Cash assets 1,402 1,374 6,487 5393

Receivables due from other financialinstitutions

76,504 64,977 123,948 104,980

Loans and advances 198,817 196,176 199,134 200,249

Other investments 1,134 1,134 2,016 2,230

Property, Plant & Equipment 7,289 7,040 634 421

Other assets 1,145 1,463 2,074 2,331

TOTAL ASSETS 286,291 280,164 334,293 315,604

LIABILITIES

Overdrafts and borrowings 1,000 2,872 - -

Deposits 242,978 235,741 290,328 272,778Payables 2,072 2,134 2,983 3,026

Provisions 2,021 1,878 1,187 1,022

TOTAL LIABILITIES 248,071 242,625 294,498 276,826

NET ASSETS 38,220 37,539 39,795 38,778

MEMBERS' EQUITY

Retained earnings (General Reserve) 33,524 32,954 37,129 36,125

Other reserves 4,696 4,585 2,666 2,653

TOTAL MEMBERS' EQUITY 38,220 37,539 39,795 38,778

COMPARATIVE STATEMENTSOF COMPREHENSIVE INCOME


Audited Audited Audited Audited

30-Jun-15 30-Jun-14 30-Jun-15 30-Jun-14

($'000) ($'000) ($'000) ($'000)

Interest income 13,388 13,900 14,118 14,804

Interest expense -5,240 -5,848 -5,930 -6,746

Net interest income 8,148 8,052 8,188 8,058

Fee, commission & other income 1,769 1,937 1,133 1,301

Impairment losses -103 -103 -61 -54

Fee & commission expenses -832 -794 -854 -804

Other operating expenses -8,057 -7,946 -7,052 -7,045

Total Non-Interest Expenses -8,992 -8,843 -7,967 -7,903Profit before income tax 925 1,146 1,354 1,456

Income tax expense -244 -300 -337 -279

Total comprehensive income for theyear

681 846 1,017 1,177

There has been no material change to the positionof either credit union since 30 June 2015. Members will beinformed of any material changes to the financial positions of either Select or Encompass.


THIRD PARTY ADVICE

SELECT

Select used its own internal resources to conduct a rigorous due diligence review of Encompass. Select engaged

Jill Martin Consulting to reviewa sample of Encompass loan contracts for compliance. The purpose of the reviewwas to satisfy the Board of Select that none of the areas under review would adversely affect the interests ofdepositing members. Jill Martin Consulting concludedthat there were no issues reviewedthat would be adversely

material to the interests of member depositors on a transfer of business.

ENCOMPASS

A rigorous due diligence reviewprocess was performed by Encompass internal resources which formed a “DueDiligence Review team”. The process undertakensought to identify any matters which warranted further

investigationand identify any material issues which may impact on the viability of the entity after the transfertook effect. The review was undertaken based on “due diligence” templates provided by the Encompass InternalAuditor. In performing the review reliance was placed on Select reports which detailed the outcomes of

assessments performed by Select Auditors, consultants and regulators over the review period. Based on the duediligence review activities undertaken the “Encompass Due Diligence Review Team” concluded that no adverse

findings of a material nature had been identifiedwhich would negatively impact on the operations of theproposed merged entity

THE PROPOSED MERGED CREDIT UNION BOARD

If the merger is approved, the Boardwill consist of 8 elected directors, comprised of 4 current Encompassdirectors and 4 current Select directors, as set out in the table below.

DIRECTORS OF ENCOMPASS CREDIT UNION LTD AFTER THE MERGER

Director Current Credit Union Term Ends

Fiona Louise Bennett Select 2018 AGM

Alison Margaret Bruchhauser Encompass 2019 AGM

Alexander Claassens Encompass 2019 AGM

John Anthony Cottee Select 2018 AGM

Paul Stephen Dunn Encompass 2017 AGM

Neil Sydney Peninton Select 2019 AGM

Eric Paul Priestley Encompass 2017 AGM

Kristen Julie Watts Select 2017 AGM

To ensure stability during the integration of Encompass andSelect the boards intend that there will not be any

election of directors in 2016. This is achieved by extending the term of some of the directors by 1 year. This willrequire approval by Encompass members at the Special General Meeting.

The qualifications and experience of the 8 directors are set out in the table below.

S e l e ct C re d i t Un io n L t d m e rg e r w i th E nc o m p a ss Cre d i t Uni o n L t d P AGE 1 0 OF 2 5

Director Qualifications and Experience

Fiona LouiseBennett

Fiona has been a Director of Select for four years, and was a director of CSR & RinkerEmployees Credit Union from 1999 to 2006. Fiona’s backgroundis in accounting andfinancial

management, primarily with CSR Ltd. Fiona is a CertifiedPracticing Accountant, a GraduateMember of the Australian Institute of Company Directors, and holds a Bachelor of Businessdegree.

Alison MargaretBruchhauser

Alison has been a Director of Encompass Credit Union for three years. Alison’s background is in

Human Resource Management. Alison is currently a Lead Business Partner with Transport forNSW. Alison has completed a Diploma in Applied Business and an AdvancedPersonnel

Management Certificate.

Alexander

Claassens

Alex has been a Director of Encompass Credit Union for six years and is the current Chairpersonof the Board Risk Committee.Alex’s backgroundis inmanagement positions at the Rail Tramand Bus Union and he has been a Train Driver for 38 years. Alex is currently the Secretary of

the Rail Tram and Bus Union, Board member of the State Super(STC), Board memberof StateSuper Financial Services (SSFS), Executive memberof Unions NSW and serves on a number of

industry related committees.

John AnthonyCottee

John has been a Director of Select for three years, and was a Director of MemberFirst CreditUnion from 2006 to 2012. John’s background is inCredit Unionmanagement and

development.He is currently a Management Consultant. John is a Certified PractisingAccountant, a Graduate Member of the Australian Institute of Company Directors, a Fellow ofthe AustralasianMutuals Institute and a Justice of the Peace.

Paul Stephen

Dunn

Paul has been a Board appointeddirectorof Encompass Credit Union for two years and is the

current Chairperson of the Board Audit Committee. Paul’s background is in accounting andfinance management. Paul is currently the General Manager Finance and Administration for

the State Transit Authority. Paul is a Chartered Accountant. Paul holds a Bachelor of Commercedegree, Masterof Business Administration anda Graduate Diploma AppliedFinance. Paul is aGraduate Member of the Australian Institute of Company Directors.

Neil SydneyPeninton

Neil has beena director of Select Credit Unionfor twenty-one years and is currently Chair of

the Board of Directors. Neil’s backgroundis incost accounting andreporting and he has retiredfrom his position as Executive Manager– Business Support at Energy Australia. Neil’s

experience was in overseeing Energy Australia's Capital Governance Process as it applied toEnerserve. He alsoprovided high level, extensive and detailed reporting to EA's Senior

Management. Neil is a Fellow of the Australasian Mutuals Institute and a Member of theAustralian Institute of Company Directors.

Eric Paul

Priestley

Eric has been a director of Encompass Credit Unionfor eight years and is currently theChairperson of the Boardof Directors and the Chairperson of the Board Corporate Governance

& Remuneration Committee.Eric’s background is in accounting and finance management. Ericis currently the Senior Planner Assets andSystems for the State Transit Authority. Eric is a

Certified Practicing Accountant. Eric holds a Bachelor of Business, Accounting degree and aCertificate of Transport Management. Eric is a Member of the Australian Institute of CompanyDirectors.

Kristen Julie

Watts

Kristen has been a director of Select Credit Union for five years. Kristen's background is in

financial management and she specialises in investment governance andreporting. Kristen iscurrently the Group Manager Asset Programs at Ausgrid. Kristen is a CharteredAccountant, a

Graduate Member of the Australian Institute of Company Directors anda Memberof theAustralasian Mutuals Institute. Kristenholds a Bachelor of Economics (Accounting) degree and

Master of Commerce degree.


The current Directors of Select or Encompass listed below will not be directors of the merged credit union.

NON-TRANSFERRING DIRECTORS

Encompass Select

Carol Anne Baillie John Edward Blackeby

Gillian George Michael Kean

Mark David Harris David Geoffrey Lee

Vicky Riddett Paul John Strachan

INTEREST OF OFFICERS AND OTHER STAKEHOLDERS IN THE MERGERThe following directors of Select who will not become directors of Encompass will receive payments on the lastbusiness day before the merger, as listed below, subject to Select members approving the payments at its Special

General Meeting.

The Directors of Select are elected for three year terms. As a result of the merger proposal, four directors willvoluntarily stand down from the board. Consistent with payments made to retiring directors during previous

mergers with Select (CSR & RinkerEmployees Credit UnionLtd in 2009 and MemberFirst Credit Union Ltd in2012), the proposed payment represents twoyears of each Select director’s annual remuneration.

POSITION NAME BENEFIT

Non-transferring Select director

John Edward BlackebyJohn Blackeby has served as a Director for 19years including 12 years as Chair of the AuditCommittee, 2 years as Chair of the Audit andRisk Committee and 10 years as a member

of the Executive and RemunerationCommittee. John is currently a member ofthe Audit Committee. His term is due toexpire in2016

$44,000 (including statutory

superannuation) provided heremains a director of Select until

immediately before the merger.

Michael KeanMichael has served as a Director for 23 yearsincluding 10 years as Chair of the Corporate

Governance Committee. Michael is currentlya member of the Corporate GovernanceCommittee. His term is due to expire in 2018.

$44,000 (including statutorysuperannuation) provided he

remains a director of Select untilimmediately before the merger.

David Geoffrey LeeDavid has served as a Director for 8 years.David is currently a member of the

Corporate Governance Committee. His termis due to expire in 2016.


remains a director of Select untilimmediately before the merger.

Paul John StrachanPaul has served as a Director for 10 yearsincluding 3 years as Chair of the RiskCommittee. Paul is currently Chair of the

Corporate Governance Committee. His termis due to expire in 2017.

$46,000 (including statutorysuperannuation) provided heremains a director of Select until

immediately before the merger.


The following directors of Encompass who will not remain as directors of Encompass will receive payments on thelast business day before the merger, as listedbelow, subject to Encompass members approving the payments atits Special General Meeting.

The Directors of Encompass are elected for three year terms.As a result of the mergerproposal, four directors

will voluntarily stand down from the board. The proposed payment represents one and a half years of eachEncompass director’s annual remuneration.

POSITION NAME BENEFIT

Non-transferring Encompassdirector

Carol Anne BaillieCarol has served as a director for 5years. Carol has been a member of theRisk Committee and the AuditCommittee. Her term expires in 2017.


superannuation) provided sheremains a director of Encompass

until immediately before themerger.

Mark David HarrisMark has served as a director for 9

years. Mark has served as Chair of theRisk Committee (3 years), Chair of theAudit Committee (3 years). Mark hasbeen a member of the Risk Committee,

the Audit Committee and the BoardCorporate Governance andRemuneration Committee. His termexpires in 2016 and he has indicated ifthe merger was not to proceed, he

would be seeking re-election at the2016 AGM.


remains a director of Encompassuntil immediately before the

merger.

Vicky RiddettVicky has served as a director for 5years. Vicky has been a member of theRisk Committee and the AuditCommittee. Her term expires in 2017.


superannuation) provided sheremains a director of Encompass

until immediately before themerger.

Gillian GeorgeGillian has served as a director for 7years. Gillian has served as the Chair ofthe Risk Committee (3 years). Gillianhas been a member of the RiskCommittee, the Audit Committee and

the Board Corporate Governance andRemuneration Committee. Her termexpires in 2018.


superannuation) provided sheremains a director of Encompassuntil immediately before the

merger.

After the merger, the directors of the merged entity will be entitled toshare inthe amount of aggregate annual

remuneration approved at eachAnnual General Meeting, following a recommendationfrom the merged entityBoard. The Board determines the recommended amount of aggregate annual remunerationon the basis ofindependent advice and relevant market surveys conducted by an external remunerationfirm. Initially the board

of the merged entity will be entitled to share in aggregate annual remuneration as approved by Encompass’members at its 2015 Annual General Meeting.

Brian Bennett will retire as the CEO of Encompass as a result of the merger.Encompass will pay him a redundancy

payment in accordance with the Encompass remuneration policy and his contract of employment on the transferdate.

There will be no forced redundancies, howeverany employee who expresses an indication to accept a voluntaryredundancy payment may do so, this may be considered subject to normal business requirements.


Other than as described above or elsewhere in this Merger Information Document:

no Director or Officer of either Select or Encompass has any interest in the proposedtransferof business;

no Director, Officer, member or depositor of either Select or Encompass will receive any compensation,consideration, incentive or benefit in relation to the transfer of business;

no Director, Officer, member or depositor of either Select or Encompass has any agreement that isconditional upon the proposed transfer of business.

CHANGES TO THE CONSTITUTION OF ENCOMPASS

Encompass’s Constitution will be amended as part of the Encompass member special resolution to adopt themerger. The amendments will allowthe merger to take effect as described in this Merger Information Document

and make other changes to assist the merged company going forward.

The changes are:

Changing the company’s name to Select Encompass Credit Union Ltd;

Replacing the existing requirement for 7 memberelected directors with the requirement to have 5member elected directors or such greaternumber as determinedby the Board – this will allowEncompassto have 8 member elected directors whenthe merger takes effect;

Allowing the board to appoint up to 3 additional directors for a single term inthe event of anothertransferof business (note that Encompass will not be using this new rule in relation to this merger with Select) –this mirrors an existing rule in Select’s Constitution;

In relation to the existing condition for a member to have 3 continuous years of membership to nominatefor election as director, allowing members who joinas a result of a merger by transfer of business toinclude their continuous membership with the transferring company at the date of the merger to meet thiscondition – this will allowa Select member to meet the 3 year membership condition if her or his

combined continuous membership withSelect then Encompass is at least 3 years at the date ofnomination;

To ensure a stable transition during the merger integration of Encompass and Select, the boards intendthat there will not be any electionof directors in 2016. This will be achievedby extending the terms of thefour existing Encompass directors going forward by one year, andthe appointment of four Select directors

as outlinedon page 40 of the Information Document. This proposal will require approval by Encompassmembers at the Special General Meeting;

Clarifying that the board must ensure that a personseeking election or appointment as director appears tohave the necessary skills andexperience that wouldallow himor her to make an effective contribution to

board deliberations and processes, as part of its fit andproper assessment – this is consistent withtheprocess under Select’s Constitution;

Removing the requirement for a person tomake a written application for membership – this will allowEncompass to accept new members inotherways, such as over the telephone;

Removing a rule that causes a member’s attendance at a members’ meeting to revoke any proxyappointment as this exceeds the default legal positionthat attendance merely suspends the proxy

appointment, meaning it can resume if the member subsequently leaves the meeting – this aligns thetreatment of proxies with that under Select’s Constitution and that of most other credit unions;

Expanding the common bondto include persons employed in, or who are members of a trade union orprofessional association involved in, the energy industry – this is to cover part of Select’s existing common

bond.


HOW DO MEMBERS VOTE ON THE MERGER PROPOSAL?

The merger proposal will only be approved if members of Select and Encompass pass special resolutions

approving the proposal. This means that inorder to approve the mergerproposal, at least 75%of votes membersof each credit unioncast on the resolution will need to be FOR the resolution.

Members can vote: In person: Please arrive early if you decide to attend the Special General Meeting, as you will need to

register your attendance on arrival. By proxy: Even if you cannot attend the Special General Meeting, you can vote by completing the enclosed

Appointment of Proxy and sending it back in the reply paid envelope included with this notice. Voting byproxy is simple and is explained in the Appointment of Proxy form.

If you wish to vote by proxy please read the Appointment of Proxy form carefully before completing it. It isimportant that you complete the Appointment of Proxy form correctlyotherwise your vote may not be counted.

The Appointment of Proxy Form allows you to appoint the Chair of the Special General Meeting as your proxy.The Chair must exercise your proxy vote according to your direction. You may appoint other people as your

proxy, however, you should be certain that they will be attending the Special General Meeting.

WHAT IF I HAVE QUESTIONS ABOUT THE MERGER PROPOSAL?

The Special General Meeting will provide a forum for you to raise questions in relation to the proposedmerger.The Chair of the Special General Meeting will act as moderator to facilitate discussionof the proposed transfer ofbusiness. No independent moderatorwill be appointed.

We encourage you to raise any questions that you may have in relation to the mergerbefore the Special General

Meeting and contact details are set out on the front page of this Merger Information Document.


Schedule 1 – Comparison of Products and Services(as at 31st January 2016)

Products and Services Encompass CU Select CU

Member Shares One $10 Member Share One $10 Member Share

Savings Accounts Yes — refer to Schedule 2 Yes — refer to Schedule 2

Term Deposits Yes — refer to Schedule 2 Yes — refer to Schedule 2

Loan Accounts Yes — refer to Schedule 2 Yes — refer to schedule 2

Fees and Charges Yes — refer Schedule 3 Yes — refer Schedule 3

Statements Monthly and half yearly Monthly and quarterly

E-Statements ✓ ✓

Telephone Banking ✓ ✓

Internet banking ✓ ✓

Mobile Banking ✓ ✓

Cheque Books ✓ ✓

Visa Debit Card ✓ ✓

Visa Credit Card ✓ ✓

Bank@Post ✓ ✓

BPAY ✓ ✓

ATM/EFTPOS ✓ ✓

Periodic Payments ✓ ✓

Direct Debit and Credits ✓ ✓

Counter Cheques ✓ ✓

Travellers Cheques ✓ ✓

General Insurance ✓ ✓

CTP Insurance ✓ N/A

Consumer Credit Insurance ✓ ✓

Financial Planning Services ✓ ✓

Car Buying Services ✓ ✓

Branch Cash ✓

$1,000 per member/day at NorthRyde & Merrylands, emergencycash only at other branches at

this stage

Internet Banking - external transfer $3,000 per day per account $2,000 per day per membership

ATM & EFT using card & PIN $1,000 per card per day $1,000 per card per day


Schedule 2 – Comparison of Loans, Savings and Term Products(as at 31st January 2016)

Transaction Savings AccountSelect CU Encompass CU

Account Name Transaction Account Access Plus Savings/Special Purpose Accounts*

Balance tiers ($) Nil$1 -

$19,999$20,000-$49,999

$50,000-$99,999

$100,000+

Interest rates 0.05% 0.01% 0.10% 0.25% 0.50%

Interest calculation Daily on whole balance Daily on whole balance

Interest credited Interest credited monthly Interest credited monthly

* Rate will be 0.05% on whole balance from 01 Mar 16

On Line Savings AccountEncompass CU Select CU

Account NameeMoney Account

No Regrets Online SaverSelect Direct

Balance tiers ($) Up to $249,999 $250,000+ Up to $2,999 $3,000+

Interest rates 1.00% 2.50% 0.25% 1.75%

Interest calculation Daily on whole balance Daily on proportional balance


Kick Start Saver

Encompass CU Select CU

Account Name

Balance tiers ($) Up to$5,000

$5,001-$10,000

Over$10,000

Up to$5,000

$5,001-$10,000

Over$10,000

Interest rates 5.00% 2.00% 0.01% 5.00% 2.00% 0.01%

Interest calculation Daily on proportional balance Daily on proportional balance


For members under 18 years of age For members under 18 years of age

Cash Management AccountEncompass CU

Account Name Cash Management

Balance tiers ($)$1

$4,999$5,000

$19,999$20,000$49,999

$50,000$99,999

$100,000$249,999

$250,000+

Interest rates 0.10% 0.10% 0.15% 0.20% 0.35% 1.50%

Interest calculation Daily on whole balance

Interest credited Interest credited monthly

Cash Management AccountSelect CU

Account Name Cash Management

Balance tiers ($)$1

$4,999

$5,000

$9,999

$10,000

$24,999

$25,000

$49,999

$50,000

$99,999$100,000+

Interest rates 0.10% 0.25% 0.25% 0.50% 0.75% 1.50%

Interest calculation Daily on whole balance



Edvest Account Encompass CU Select CU

Account Name

No equivalent product

Edvest Account

Balance tiers ($)$1

$1,999$2,000

$29,999$30,000+

Interest rates 0.15% 0.25% 0.50%

Interest calculation Daily - on tiered balance


Deeming AccountEncompass CU Select CU

Account Name Deeming Account

Balance tiers ($) $1 - $48,000Portion above

$48,000

No equivalent productInterest rates 1.75% 3.25%

Interest calculation Calculated daily


Christmas SavingsEncompass CU Select CU

Account Name Christmas Club Christmas Club

Balance tiers ($) $1+ $1+

Interest rates 1.00% 1.00%

Interest calculation Daily on balance Daily on balance


Early withdrawal fee Nil $10 (16th Jan - 31st Oct)

Budget/Union AccountEncompass CU Select CU

Account Name Budget and Union Accounts Budget Accounts

Balance tiers ($) $1+ $1+

Interest rates 0.50% 0%

Interest calculation Daily on balance Daily on balance


Home Loan (variable rate)Encompass CU Select CU

Account Name Standard Variable Rate Super Mortgage Loan

Interest Rate (indicative) 4.90% 4.64%

Establishment Fees $250-$350 Nil

Valuation Fee From $220 From $187

Legal Costs On application On application

Redraw Fee $20 Nil

Discharge Fee $200 $209.50

Interest Only Availability Y Y


Encompass Home Loan Package (variable rate)Encompass CU Select CU

Account Name Package Variable Rate


Interest Rate (indicative) 4.70%

Package Fee $375pa

Establishment Fee $0

Valuation Fee From $220

Legal Costs On application

Redraw Fee $20

Discharge Fee $200

Interest Only Availability Y

Introductory Home LoanEncompass CU Select CU

Account NameNo equivalent product

Introductory Rate for 12 months

1 Year Introductory 3.99%

Encompass Basic Home Loan (variable rate - new loans only)Encompass CU Select CU

Account Name Basic Home Loan


Interest Rate (indicative) 4.30%

Establishment Fee $250-$350

Valuation Fee From $220


Redraw Fee $20

Discharge Fee $200

Interest Only Availability Y

Fixed Rate Home Loan (3 Year Fixed Rate)

Encompass CU Select CU

Account Name Fixed Interest Rate 3 Year Super 3 Year Fixed

Interest Rate 4.34% 4.34%


Valuation From $220 From $187


Redraw Fee $20 Nil


Fixed Rate Loan Summary (All fixed rate loans)Encompass CU Select CU

Account Name

1 Year Fixed 3.99% (package not offered) 3.99% (Introductory Home Loan)

2 Years Fixed 4.54% (package 4.44%) No equivalent product

3 Years Fixed 4.34% (package 4.24%) 4.34%

5 Years Fixed 4.94% (package 4.84%) No equivalent product


Home Equity Line of CreditEncompass CU Select CU

Account Name Equity Home Loan Super Equity Loan





Redraw Fee $20 Nil


Bridging LoanEncompass CU Select CU

Account Name Bridging Loan Super Bridging Loan


Establishment Fees $350 Nil




Home Improvement Personal LoanEncompass CU Select CU

Account Name Home Improvement Loan

Interest Rate 12.00%

No equivalent productEstablishment Fees $100-$150


Redraw Fee $10

Offset LoanEncompass CU Select CU

Account Name Offset Home Loan Super Offset Loan

Rate 100% offset 100% offset




Discharge Fee $200 On application

Unsecured Personal LoanEncompass CU Select CU

Account Name Unsecured Personal Loan Unsecured Personal Loan

Interest rate 15.70%-18.70% 10.99%

Establishment fee $100-$150 $0-$150.00

Contract variation fee Nil Nil

Administration fee $5.00 pm Nil

Redraw fee $10 Nil


Secured Personal LoanEncompass CU Select CU

Account Name Secured Personal Loan Secured Personal Loan

Interest rate 4.90% - 9.49% 6.99%-10.99%

Establishment fee $100-$150 $0-$150



Redraw fee $10 Nil

New Car LoanEncompass CU Select CU

Account Name New Car Loan New Car Loan

Interest rate 6.45% 6.99%




Redraw fee $10 Nil

Used Car LoanEncompass CU Select CU

Account Name Used Car Loan Used Car Loan





Redraw fee $10 Nil

Overdraft/Line of CreditEncompass CU Select CU

Account Name Overdraft/Line of Credit Overdraft/Line of Credit

Interest rate 15.45%-15.70% 10.99%



Temporary limit increase fee Nil Nil

Annual review fee Nil Nil

Credit cardEncompass CU Select CU

Account Name Credit Card Credit Card


Establishment fee Nil Nil


Temporary limit increase fee Nil Nil

Annual review fee $36 $30


Fixed Term Deposits - Interest paid at maturityEncompass CU Select CU

Term in

Months

$1,000

$9,999

$10,000

$99,999$100,000+

Term in

Months

$1,000

$9,999

$10,000

$49,999$50,000+

3-6 0.90% 2.15% 2.35% 3 1.40% 2.00% 2.45%

7-11 1.00% 2.25% 2.45% 6 1.40% 2.00% 2.45%

12 1.10% 2.35% 2.55% 12 1.50% 2.35% 2.45%

13-24 1.20% 2.45% 2.65% 24 1.70% 2.45% 2.55%

Fixed Term Deposits - members of the Edvest programEncompass CU Select CU

Term inMonths


$1,000$9,999

$10,000$49,999

$50,000+ Frequency ofInterest

3 1.50% 2.10% 2.55% Maturity/Monthly





Schedule 3 – Comparison of Fees and Charges(as at 31st January 2016)

Transaction FeesEncompass CU Select CU

Branch Withdrawals – Cash $5 per thousand over $5K Nil

Branch Deposits Nil Nil

Bank@Post Withdrawals $2.50 $2.50

Bank@Post Dishonour Fee (charged by Australia Post) $21.00 $21.00

NAB Deposits Nil Nil

BPAY Transactions Nil Nil

Phone Banking Nil Nil

Staff Assisted transfer $5.00 Nil

Internet Banking Nil Nil

Direct Debits $0.30 $0.25

Direct Credits Nil Nil

Transfer Between Credit Union Accounts Nil Nil

Over the phone/counter transactions (operator assisted) $5.00 Nil

ATM - Balance Enquiries Nil Nil

ATM - Withdrawal - RediATMs / NAB/Cashcard ATMs $1.50 $1.50

ATM - Withdrawal - Other Bank Fee charged by ATM owner Fee charged by ATMowner

ATM - Withdrawal – Overseas $5.00 $4.00

EFTPOS $0.75 $0.75

Counter Cheque $2.50 $3.00

Visa Cash Advance $1.50 $4.00

Insufficient funds requiring internal transfer for payment $10.00 Nil

ATM/EFT - Declined insufficient funds Nil $0.50

Periodical Payment by Cheque $5.00 $3.00

Periodical Payment by EFT Nil Nil

Over the Counter EFT Transfer Nil Nil

EFT to another financial institution Nil Nil

Direct Debit Dishonour $12.00 $12.00

Transaction Fee RebatesEncompass CU Select CU

Monthly Rebate based on the following:

1. Combined balances of deposits and loans at end of month.

<$2,499: Rebate per mth = $1.50>$2,500<$4,999: Rebate per mth = $3.00>$5,000<$24,999:Rebate per mth = $5.00>$25,000<$99,999:Rebate per mth = $10.>$100,000; Rebate per mth = $25.00

Note: Every member that has a residential or investmentmortgage loan receives no transaction fees on theirtransactional banking account throughout the life of the loan.

Monthly Rebate based on the following:

1. Combined balances of deposits and loans for the month.

<$9,999: Rebate per mth = $5>$10,000 <$24,999: Rebate per mth = $10>$25,000 <$99,999: Rebate per mth = $15> $100,000: Rebate per mth = $25

2. Members aged 17 and underExempt from all Transaction Fees


Cheque FeesEncompass CU Select CU

Bank Cheque $18 - $33 $20.00

Corporate Cheque $2.50 $3.00

Corporate Cheque Stop Payment $15.00 Nil

Member Cheque enquiry/copy (Trace) $32.00 $45.00

Member Cheque Deposit (Trace) Nil Nil

Member Cheque Stop Payment $10.00 $38.50

Member Cheque Dishonour $12.00 $12.00

Member Cheque Copy $10.00 Nil

Cheque Deposit Dishonour $9.00 $9.00

Member Cheque Book25 Book50 Book100 Book

$25.00N/A

$50.00

N/A$35.00

$50.00

General FeesEncompass CU Select CU

Visa Debit Card Fee Nil $24.00 paVisa Credit Card Fee $36.00 pa $30.00 paVisa Replacement Fee $10.00 NilPIN Change N/A NilEmergency Visa Card (Overseas) $310.00 From $50.00Visa Credit Card Cash Advance $4.00 $4.00

Visa Card Currency Conversion Fee 2.00% 2.00%

Visa Chargeback Nil Nil

Visa Voucher Retrieval $31.50 $25.00

Visa cash advance from other financial institution $5.00 $1.50 (charged month end)

Cash Handling Fee (Over $5,000) $5.00 per $1,000 Nil

Dormant Account Fee $5.00 per month $20.00 per annum

Statement Copies Current Financial Year $2.00 per page $2.00 per page

Statement Copies Previous Financial Year $2.00 per page $2.00 per pageSwift payment N/A $6.00SMS/Email alerts (per message) N/A $0.15Coin Handling Fee $100.00+ 5% of amount over $100 NilCard Delivery By Express Post Nil NilOverdrawn Savings Nil NilEdvest Membership Per Annum N/A $12.00

Copy Of The CU Constitution Nil Nil

Christmas Club Withdrawals (16th Jan-31st Oct)*** Nil $10.00

Staff Assisted E-Savings Transaction $5 Nil

Members Balance Enquiry (Performed By Staff) Nil Nil


Regular PaymentsEncompass CU Select CU

Periodical Payment Rejection Fee $10 after 3 attempts Nil

Direct Debit Dishonour $12.00 $12.00

Direct Entry Manual Processing Fee Nil Nil

BPAY Enquiry/Cancel/Reject Nil Nil

BPAY Error Correction Fee Nil Nil

Incoming SWIFT Transfer Nil $6.00

Direct Entry Trace Nil Nil

Direct Debit Incorrect Details (Member Chequing) Nil Nil

Currency and Funds TransferEncompass CU Select CU

Foreign Bank Cheque/Bank Draft $20.00 $12.50

Conversion Fee for foreign currency to $A 1% 1%

Overseas Draft $20.00 $12.50

Overseas Telegraphic Transfer in non A$ $35.00 $20.00 Minimum

Swift transfer received Nil $6.00

Swift transfer to another financial institution Nil $10.50

Travellers Cheques or Visa Travel Money Card1% or $10 whichever is

the greater1%

Lending FeesEncompass CU Select CU

Establishment Fee - Personal Loan $100-$150 $0-$150.00

Establishment Fee - Overdraft $100-$150 $0-$50

Establishment Fee - Car Loan $100-$150 $0-$150.00

Establishment Fee - Mortgage $250-$350 Nil

Property Valuation Fee From $220.00 From $187.00

Loan Variation Nil Nil

Loan Redraw Fee $10-20 Nil

Title Search On application $15.18 Minimum

Discharge of Registered Mortgage $200 $209.50

Personal Property Security enquiry $3.40 $3.40

Personal Property Security Registration $6.80 $6.80

Solicitors Fee for Up stamping of Mtge/BOS On application On application

Late Payment Fee $15.00 Nil

Credit Facility 1St Arrears Notice Nil $20.00

Credit Facility 2nd Arrears Notice Nil $20.00

Credit Facility Default Notice $50.00 $50.00

Solicitors Letter of Demand On application On application

Over Limit Account Without Prior Approval Nil Nil

Mortgage Registration Fee From $109.50 $109.50


Schedule 4 – Board Assurances

The Board of Select Credit Union Ltd ACN 058 538 140 (Select) gives the following assurances:

A. Transfer of Shares

The transfer of business from Select to Encompass Credit Union Ltd ACN 087 650 011 (Encompass)does not involve the transfer of any shares where such transfer would, if transferred other than byway of the transfer of business, trigger the takeover provisions in Corporations Act 2001 Chapter 6.B. Transfer of ReliefSelect does not have the benefit of any relief or exemptions:

that ASIC has granted; or in relation to any of the responsibilities ASIC has assumed since 30 June 1999 — that any of

ASIC’s predecessor regulators have granted.Therefore, the transfer does not involve the transfer of the benefit of any such relief or exemptions.

C. Deregistration of SelectWe will ensure that, after the transfer of business from Select to Encompass takes effect, Select isderegistered as a company and all funds will be returned to members, or physically transferred to thereceiving body, as appropriate.D. Financial Statements

We will make arrangements to ensure that the directors of Select are responsible for preparation andsign off of financial statements of the company, and are not relieved of the need to lodge financialstatements in relation to any period prior to the transfer date by a transfer of business.

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