The Board has the discretion to either purchase shares on market or to issue new shares. Shares allocated on vesting will rank equally with all other ordinary shares on issue. 

All options expire on the earlier of their expiry date or termination of the employee’s employment. In addition, the ability to exercise options is conditional on service and performance hurdles as detailed in section 6 of the Remuneration Report. 

These options, performance rights and deferred shares do not entitle the holder to participate in any share issue or receive dividends of the Company or any other body corporate. 

## Indemnification and insurance 

Rule 84 of the IOOF Holdings Ltd Constitution requires the Company to indemnify to the extent permitted by law, each Director and Secretary against liability incurred in, or arising out of the conduct of the business of the Company or the discharge of the duties of the Director or Secretary. The Directors and Secretary named in this Directors Report have the benefit of this requirement, as do individuals who formerly held one of those positions. 

In accordance with this requirement the Company has entered into Deeds of Access, Indemnity and Insurance (Deeds of Indemnity) with each Director. During the financial year, the Group paid insurance premiums to insure against amounts that IOOF may be liable to pay the Directors, and Secretary pursuant to Rule 84. The insurance policy also insures the Directors and Secretary of the Company and its controlled entities, and the general officers of each of the companies in the Group. Details of the amount of the premium paid in respect of the insurance contract have not been disclosed as such disclosure is prohibited under the terms of the contract. 

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in IOOF, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage to themselves or someone else or to cause detriment to the Company. 

## Proceedings on behalf of the Company 

No person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. 

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. 

