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ASSET VISION CO LTD Governance Information 2013

Nov 28, 2013

64438_rns_2013-11-28_fb78a637-3427-4e29-bfa1-e1d863daf6a4.pdf

Governance Information

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Constitution

PS&C Ltd

Adopted by special resolution on 24 September 2013 with effect from 24 September2013

ANZARUT & HOLM

LAWYERS

Level 2, Professional Chambers

120 Collins Street Melbourne Victoria 3000 Tel: (03) 9660 5900 Fax: (03) 9663 6609 Ref: PSCL001-001

ANZARUT & HOLM L AWYERS

Table of contents

Table of contents
1 Nature of company ................................................................................................... 1
2 Issue of shares ......................................................................................................... 1
Power to issue shares ................................................................................................ 1
Number of shareholders ............................................................................................. 1
Price on issue ............................................................................................................. 1
Special rights .............................................................................................................. 1
Effect of allotment on class rights ............................................................................... 1
Trusts over shares ...................................................................................................... 1
Entitlement to certificates ............................................................................................ 1
Issue of certificates to joint holders ............................................................................. 2
Rights and obligations of joint holders ......................................................................... 2
3 Variation of class rights ........................................................................................... 2
Form of consent .......................................................................................................... 2
Separate general meeting ........................................................................................... 2
4 Alteration of capital .................................................................................................. 3
5 Lien ............................................................................................................................ 3
Money secured by lien ................................................................................................ 3
Enforcement of Lien .................................................................................................... 3
Uncertificated Shares ................................................................................................. 3
Power of sale .............................................................................................................. 3
Application of proceeds of sale ................................................................................... 4
6 Calls on shares ......................................................................................................... 4
Power to make calls .................................................................................................... 4
Time of call ................................................................................................................. 4
Notice of calls ............................................................................................................. 4
Liability to pay calls ..................................................................................................... 4
Interest on unpaid calls ............................................................................................... 4
Sums payable on allotment or at a fixed date ............................................................. 4
Advances of uncalled amounts ................................................................................... 4
7 Forfeiture of shares .................................................................................................. 5
Notice of default .......................................................................................................... 5
Forfeiture .................................................................................................................... 5
Sale of forfeited shares ............................................................................................... 5
Transfer and consideration ......................................................................................... 5
Liability of former Member .......................................................................................... 5
Statement of forfeiture ................................................................................................ 6
Non-payment of other sums ........................................................................................ 6
8 Transfer of shares .................................................................................................... 6
Form of transfer .......................................................................................................... 6
Effect of transfers ........................................................................................................ 6
Registration procedure................................................................................................ 6
Board power to refuse registration .............................................................................. 6
Circumstances where registration prohibited .............................................................. 7
Notification of refusal to register .................................................................................. 7
Operation of register ................................................................................................... 7
Restricted securities ................................................................................................... 7
Takeover approval provisions ..................................................................................... 7
Sale of unmarketable shareholdings ........................................................................... 8
9 Transmission of shares ............................................................................................ 9
Transmittee right to register or transfer ....................................................................... 9
Other transmittee rights and obligations ...................................................................... 9
Deceased members .................................................................................................. 10
10 General meetings .................................................................................................... 10
Voting qualification time ............................................................................................ 10

ANZARUT & HOLM L AWYERS

Convening of meetings by Board .............................................................................. 10
Convening of meetings by members ......................................................................... 10
Directors attendance at general meetings ................................................................. 10
Notice of general meeting ......................................................................................... 10
Cancellation of general meetings .............................................................................. 11
Quorum at general meetings .................................................................................... 11
Quorum at adjourned general meetings .................................................................... 11
Appointment of chairperson ...................................................................................... 11
Chairperson’s powers ............................................................................................... 11
Adjournment of meetings .......................................................................................... 11
Voting on show of hands ........................................................................................... 12
Demand for a poll ..................................................................................................... 12
Voting rights of Members .......................................................................................... 12
Joint shareholders’ vote ............................................................................................ 12
Voting rights where calls unpaid ............................................................................... 12
Vote of the Chairperson at general meetings ............................................................ 13
Objections to voter qualification ................................................................................ 13
11 Proxies and representatives .................................................................................. 13
Proxies and representatives of Members .................................................................. 13
Appointment of proxies ............................................................................................. 13
Form of proxy ........................................................................................................... 13
Authority of proxies ................................................................................................... 13
Verification of proxies ............................................................................................... 14
Validity of proxies ...................................................................................................... 14
Revocation of appointment of proxy .......................................................................... 14
12 Appointment and retirement of directors .............................................................. 14
Number of Directors .................................................................................................. 14
Nomination of Directors ............................................................................................ 14
Appointment of Directors .......................................................................................... 15
Retirement of Directors ............................................................................................. 15
Share qualification .................................................................................................... 15
Casual vacancy Directors ......................................................................................... 15
Removal from office .................................................................................................. 15
Vacation of office ...................................................................................................... 16
13 Powers and proceedings of the board .................................................................. 16
Powers of the Board ................................................................................................. 16
Convening of Board meetings ................................................................................... 16
Notice of Board meetings .......................................................................................... 16
Mode of meeting for Board ....................................................................................... 16
Quorum at Board meetings ....................................................................................... 16
Voting at Board meetings .......................................................................................... 16
Appointment of chairperson of the Board .................................................................. 16
Chairperson’s vote at Board meetings ...................................................................... 16
Participation where Directors interested .................................................................... 17
Delegation of powers to committee ........................................................................... 17
Proceedings of committees ....................................................................................... 17
Validity of acts of Board ............................................................................................ 17
Minutes ..................................................................................................................... 17
Resolution in writing .................................................................................................. 17
14 Directors’ remuneration ......................................................................................... 18
Director’s fees ........................................................................................................... 18
Payment for expenses .............................................................................................. 18
Payment for extra services ....................................................................................... 18
Payments to former Directors ................................................................................... 18
15 Managing and executive Directors ........................................................................ 18
Appointment ............................................................................................................. 18
Termination of appointment of executive Director ..................................................... 18

ANZARUT & HOLM L AWYERS

Retirement by rotation .............................................................................................. 19
Remuneration of executive Directors ........................................................................ 19
Powers of executive Directors................................................................................... 19
16 Alternate Directors ................................................................................................. 19
Appointment of alternate Directors ............................................................................ 19
Powers of alternate Director ..................................................................................... 19
Termination of appointment of alternate Directors..................................................... 19
17 Secretary ................................................................................................................. 19
18 Indemnity and insurance ........................................................................................ 20
Indemnity .................................................................................................................. 20
Insurance premiums ................................................................................................. 20
19 Execution of documents ........................................................................................ 20
Seal .......................................................................................................................... 20
Execution of documents ............................................................................................ 20
Official and share Seals ............................................................................................ 20
20 Dividends ................................................................................................................ 20
Declaration of dividends ............................................................................................ 20
Entitlements to dividends .......................................................................................... 20
Amounts due by Member .......................................................................................... 21
Payment of dividends by transfer of property ............................................................ 21
Payment of dividends in cash ................................................................................... 21
Dividend reinvestment .............................................................................................. 21
Authority to capitalise profits ..................................................................................... 21
Application of capitalised sum ................................................................................... 21
21 Winding up .............................................................................................................. 21
Rights to capital ........................................................................................................ 21
Ranking of restricted securities ................................................................................. 22
22 Notices .................................................................................................................... 22
Persons authorised to give notices ........................................................................... 22
Method of giving notices ........................................................................................... 22
Notices to joint holders.............................................................................................. 22
Addresses for giving notices to Members ................................................................. 22
Address for giving notices to the Company ............................................................... 22
Time notice of meeting is given ................................................................................. 22
Time other notices are given ..................................................................................... 22
Proof of giving notices .............................................................................................. 23
Persons entitled to notice of meeting ........................................................................ 23
23 Definitions and Interpretation ................................................................................ 23
Definitions ................................................................................................................. 23
Interpretation ............................................................................................................ 24
References to the constitution................................................................................... 24
Replaceable rules ..................................................................................................... 24
Application of Corporations Act 2001 and Listing Rules ............................................ 24
Exercise of powers ................................................................................................... 25

ANZARUT & HOLM L AWYERS

Constitution

Corporations Act 2001 Public company limited by shares Constitution of PS&C Ltd ACN 164 718 361

1 Nature of company

  • 1.1 The Company is a public company limited by shares.

2 Issue of shares

Power to issue shares

  • 2.1 Subject to the Listing Rules, the directors have sole power to issue shares or options to buy or subscribe for shares in the Company. Subject to the Corporations Act 2001 and the Listing Rules, shares and options in the Company may be issued on any conditions as determined by the Board.

  • 2.2 The directors may implement an employee share plan for officers or employees of the Company on such terms and conditions as they determine.

Number of shareholders
2.3 There is no limit on the number of shareholders the Company may have.
Price on issue
2.4 The Board may issue and allot shares in the Company at any price they consider
appropriate.
Special rights
2.5 The Board may issue classes of shares in the Company as they think fit with
preferred, deferred or other special rights or with those restrictions, and with such
rights to dividends, voting, return of capital or otherwise and at such price as the
Board sees fit. An issue of shares under this clause is without prejudice to any
special rights previously conferred on the holders of any existing shares or class
of shares but is subject to the Corporations Act 2001 and the Listing Rules.
Effect of allotment on class rights
2.6 The rights conferred on the holders of the shares of a class allotted with preferred
rights are not to be treated as varied by the allotment of further shares by the
Company ranking equally with them unless the terms of allotment of the earlier
allotted shares expressly provide otherwise.
Trusts over shares
2.7 Except as required by law, no person is to be recognised by the Company as
holding a share on trust.
2.8 Except as provided by this document or the law, the Company may recognise
only an absolute right to the entirety of a share in the registered holder and,
regardless of it having notice of any other interest or right, the Company is not
bound by, or compelled in any way to recognise, any equitable, contingent, future,
partial or other right or interest in a share or unit of a share.
Entitlement to certificates
2.9 The Board may determine that all the shares of a class of shares in the capital of
the Company are to be allotted on the terms that they may be held only as
uncertificated holdings under the ASX Settlement Operating Rules. A Member
holding shares of that class is not entitled to require the Company to issue or
deliver certificates as evidence of title to the shares. However the Company must
provide the Member with a statement of their holding in accordance with the ASX
Settlement Operating Rules and the Listing Rules. The Board may at any time
revoke a determination under this clause.
2.10 If the Company operates an issuer sponsored sub-register it must allocate a
unique SRN for each holding of shares. A Member may have more than one
holding each of which will have a unique SRN. Each new holding of shares on

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Constitution

  • the issuer sponsored sub-register must be allocated a unique SRN for that holding.

  • 2.11 The Board may permit a Member’s holding of shares to be held as an uncertificated holding under the ASX Settlement Operating Rules and they must do so if the Listing Rules or the ASX Settlement Operating Rules require that shares are to be held as uncertificated holdings.

  • 2.12 Every Member whose shares are not held as an uncertificated holding of shares is entitled without payment to receive a certificate in respect of shares allotted, as required by the Corporations Act 2001.

  • 2.13 The Board may cancel without replacing a certificate for shares held by a Member whose shares are to be held as an uncertificated holding.

Issue of certificates to joint holders

  • 2.14 The Company is not bound to issue more than one certificate in respect of a share or shares held jointly by several persons. Delivery of a certificate for a share to one of several joint holders is sufficient delivery to all such holders.

  • Rights and obligations of joint holders 2.15 The Board may from time to time determine the maximum number of joint holders, being not more than 3, whose names may be recorded in the Register. Until a determination is made, the maximum number is 3. The Company may record only the names of the first persons within the maximum number from the application for shares, transfer document or notice of death and all other names may be disregarded by the Company.

  • 2.16 If several persons are jointly entitled to a share all of the following conditions apply in relation to that joint holding:

  • 2.16.1 In the absence of an express direction from those persons to the contrary, the Company may enter the names of those persons as Members in the Register in the order in which their names appear on the application for shares or the instrument of transfer or the notice of death or bankruptcy given to the Company to establish those persons’ entitlement to the share.

  • 2.16.2 It is a sufficient discharge of any of the Company’s obligations to those persons if the Company discharges that obligation in relation to the first named holder of the share in the Register.

  • 2.16.3 Any one of those persons may give effectual receipts for any dividend or return of capital payable to those persons.

  • 2.16.4 Those persons are jointly and severally liable to pay all calls, interest and other amounts in respect of the share.

3 Variation of class rights Form of consent

  • 3.1 If at any time there are different classes of shares on issue, the rights attached to a class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied in either of the following ways:

  • 3.1.1 With the consent in writing of the holders of 75% of the shares of that class.

  • 3.1.2 With the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.

Separate general meeting

  • 3.2 The provisions of this document relating to general meetings, with all necessary changes required by the context of this clause 3, apply to every separate general meeting except that:

  • 3.2.1 Two Members represented in any manner permitted at general meetings who together hold one-third of the issued shares of the class, or the only Member holding shares in the class, is a quorum.

  • 3.2.2 Any person qualified to be counted in a quorum may demand a poll.

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Constitution

4 Alteration of capital

  • 4.1 The Company may do anything in respect of its share capital permitted by the Corporations Act 2001 and Listing Rules, including any one or more of the following:

  • 4.1.1 If there is in this document a restriction on the number of shares that may be on issue, increase by a Members resolution the number of shares which may be issued by the creation of new shares.

  • 4.1.2 Convert all or any of its shares into a larger or smaller number of shares by a Members resolution.

  • 4.1.3 Any form of capital reduction or buy back.

5 Lien

Money secured by lien

  • 5.1 To the extent permitted by the Listing Rules, the Company has a first and paramount lien on every share which is not fully paid (including a share acquired under an employee incentive scheme, where an amount is owed to the Company for its acquisition) and on all dividends payable in respect of that share for both of the following:

  • 5.1.1 For all money called but unpaid or due but unpaid in respect of that share.

  • 5.1.2 Where the share is registered in the name of one Member only, for all money payable to the Company by the Member or, in the case of a deceased Member, by the deceased Member’s estate.

  • 5.2 The lien extends to reasonable interest and expenses incurred because the amount has not been paid.

  • 5.3 The Board may exclude at any time by resolution a share either wholly or in part from the lien created under this document.

Enforcement of Lien

  • 5.4 The Company may do all things which the Board considers necessary or appropriate to do under the ASX Settlement Operating Rules or the Listing Rules to enforce or protect the Company’s lien.

Uncertificated Shares

  • 5.5 While the Company has a lien on any shares held on CHESS sub-register, the Company must, if required, give notice that a holding lock is to be applied in the form and manner set out in the ASX Settlement Operating Rules.

Power of sale

  • 5.6 Subject to clause 5.7, the Company may sell, in any manner which the Board thinks fit, any shares on which the Company has a lien.

  • 5.7 A share on which the Company has a lien must not be sold unless both of the following are satisfied:

Power
5.6
5.7
of sale
Subject to clause 5.7, the Company may sell, in any manner which the Board
thinks fit, any shares on which the Company has a lien.
A share on which the Company has a lien must not be sold unless both of the
following are satisfied:
5.7.1
A sum in respect of which the lien exists is presently payable.
5.7.2
A period of 14 days has elapsed after the Company has given to the
Member in whose name the share is registered or the person entitled
thereto by reason of the Member’s death or bankruptcy a notice in
writing of the Company’s intention to sell the share.
5.8 The notice must:
5.8.1
State the amount, and demand payment, of the part of the amount in
respect of which the lien exists as is presently payable.
5.8.2
Comply with the requirements, if any, of the ASX Settlement Operating
Rules and the Listing Rules.
5.9 The Company may do all things necessary to give effect to the sale of those
shares on which the Company has a lien, including authorising a Director,
Secretary or other person to execute a transfer of the shares sold in favour of the
purchaser of the shares.
5.10 The Company must register the purchaser of any shares sold as the holder of the
shares. The purchaser is not bound to see to the application of the purchase

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ANZARUT & HOLM Constitution L AWYERS

money. The title of the purchaser to the shares is not affected by an irregularity or invalidity in connection with the sale.

Application of proceeds of sale

  • 5.11 The proceeds of the sale must be received by the Company and the money remaining after deducting the expenses of sale must be applied in payment of that part of the amount in respect of which the lien exists as is presently payable. The residue, if any, must (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

6 Calls on shares

Power to make calls

  • 6.1 The Board may from time to time in accordance with this document make calls on Members for any money unpaid on the Members’ shares which is not by the conditions of allotment of the share made payable at fixed times.

  • 6.2 The Board may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

  • 6.3 The Board may require that a call be paid by instalments.

  • 6.4 A call or an instalment of a call may not be made payable at a date less than one month after the date fixed for the payment of the last preceding call or instalment.

  • 6.5 The Board may at any time revoke or postpone a call.

Time of call

  • 6.6 A call is to be treated as made at the time when the resolution of the Board authorising the call is passed.

Notice of calls

Notice of calls
6.7 The Company must comply with the Listing Rules in relation to the dispatch and
content of notices to Members on whom a call is made.
Liability to pay calls
6.8 A Member on whom a call is made in accordance with this document must pay to
the Company the amount called on his shares at the time or times and place
specified.
Interest on unpaid calls
6.9 If a sum called in respect of a share is not paid before or on the day appointed for
payment, the person from whom the sum is due must pay interest on the sum
from the day appointed for payment of the sum called to the time of actual
payment at a rate not exceeding 20% per annum determined by the Board. The
Board may waive payment of interest, either wholly or in part, on sums called but
unpaid.
Sums payable on allotment or at a fixed date
6.10 Any sum which by the terms of issue of a share becomes payable on allotment or
at a fixed date is for the purposes of this document treated as a call duly made
and payable on the date on which by the terms of issue the sum becomes
payable.
6.11 In case of non-payment of a sum payable on allotment or at a fixed date, all the
relevant provisions of this document as to payment of interest and expenses,
forfeiture, or otherwise apply as if the sum had become payable by virtue of a call
duly made and notified.
Advances of uncalled amounts
6.12 The Board may accept all or part of the money uncalled and unpaid upon any
shares held by a Member which the Member is willing to advance to the
Company.
6.13 The Board may authorise the payment of interest on the whole or a part of an
advance of any uncalled amount due on shares until the date the amount would
have been payable but for the advance at a rate not exceeding 10% per annum or
a rate fixed from time to time by the Company in general meeting.

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7 Forfeiture of shares Notice of default

  • 7.1 If a Member fails to pay a call or instalment of a call on the day when it is due for payment, the Board may, while any part of the call or instalment remains unpaid, give notice requiring the Member to pay the unpaid call or instalment together with any interest which may have accrued. The notice must do all of the following:

  • 7.1.1 Specify a further day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice is to be made.

  • 7.1.2 State that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

  • 7.1.3 Comply with the requirements, if any, of the ASX Settlement Operating Rules and the Listing Rules.

Forfeiture

  • 7.2 If the requirements of a notice relating to forfeiture given under this document are not complied with, any share in respect of which the notice has been given may be forfeited by a resolution of the Board to that effect, at a meeting convened in accordance with the Listing Rules, at any time before the payment required by the notice has been made.

  • 7.3 If the share the subject of a resolution of forfeiture is entered on the CHESS Subregister, the Company may take all necessary steps to move the share to a subregister administered by the Company. The forfeiture of the share is effective at the time the share is entered in that sub-register.

  • 7.4 A forfeiture includes all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

  • 7.5 Before a sale or disposition of a forfeited share the Board may annul the forfeiture on terms determined by the Board.

Sale of forfeited shares

  • 7.6 A forfeited share becomes the property of the Company and may be sold or otherwise disposed of on the terms and in the manner determined by the Board in accordance with the Corporations Act 2001, the ASX Settlement Operating Rules and the Listing Rules.

Transfer and consideration

  • 7.7 The Company may receive the consideration, if any, given for a forfeited share on any sale or disposition of the share and may execute a transfer of the share in favour of the transferee.

  • 7.8 On execution of the transfer the transferee must be registered as the holder of the share. The transferee is not bound to see to the application of any money paid as consideration.

  • 7.9 The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale, or disposal of the share.

Liability of former Member

  • 7.10 A person whose shares have been forfeited ceases to be a Member in respect of the forfeited shares but remains liable to pay to the Company all money that, at the date of forfeiture, was payable by him to the Company in respect of the shares.

  • 7.11 The money which the former Member is liable to pay to the Company and which may be recovered at the discretion of the Board includes both of the following amounts:

  • 7.11.1 Interest on the money for the time being unpaid.

  • 7.11.2 The expenses incurred by the Company in respect of the forfeiture and sale of the shares.

  • 7.12 The liability of a defaulting Member ceases if and when the Company receives payment in full of all the money which the defaulting Member is liable to pay.

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ANZARUT & HOLM Constitution L AWYERS

Statement of forfeiture

  • 7.13 A statement in writing declaring that the person making the statement is a Director or Secretary, and that a share has been duly forfeited on a date stated in the statement, may not be objected to by any person claiming to be entitled to the share.

Non-payment of other sums

7.14 The provisions of this document as to forfeiture apply in the case of non-payment
of a sum that, by the terms of issue of a share, becomes payable at a fixed time,
as if that sum had been payable by virtue of a call duly made and notified.
8 Transfer of shares
Form of transfer
8.1 A transfer of shares must be either in writing in a common form or in another form
approved by the Board or a proper ASX Settlement-regulated transfer for the
purposes of the Corporations Act 2001.
8.2 A transfer must both show the jurisdiction of incorporation of the Company and be
executed by or on behalf of both the transferor and the transferee unless the
transfer is either of the following:
8.2.1
A sufficient transfer of marketable securities for the purposes of the
Corporations Act 2001.
8.2.2
A proper ASX Settlement-regulated transfer for the purposes of the
Corporations Act 2001.
Effect of transfers
8.3 A transferor remains the holder of the shares transferred until the transfer is
registered and the name of the transferee is entered in the Register in respect of
the shares.
Registration procedure
8.4 The document of transfer of shares that is not an ASX Settlement-regulated
transfer must be left for registration at the Office, or at another place determined
by the Board, accompanied by all of the following:
8.4.1
The certificate for the shares to which it relates.
8.4.2
Evidence that any fee payable on registration of the transfer has been
paid.
8.4.3
Evidence reasonably required by the Board to show the right of the
transferor to make the transfer.
8.5 Except if this document permits the Board to refuse registration, the Board must
register the transferee as a Member and retain the document of transfer.
8.6 An ASX Settlement-regulated transfer must be effected by a proper ASX
Settlement-regulated transfer and registered in accordance with the ASX
Settlement Operating Rules.
Board power to refuse registration
8.7 Subject to the Corporations Act 2001 and the Listing Rules, the Board may, in its
absolute discretion, refuse to register any transfer of shares or other securities or
request ASX Settlement to apply a holding lock to prevent a transfer of any or all
of them:
8.7.1
Where a law relating to stamp duty prohibits the Company from
registering it;
8.7.2
Where the Company has a lien on the securities in accordance with the
Listing Rules;
8.7.3
Where the transfer is not permitted under the terms of an employee
incentive scheme;
8.7.4
If it is served with a court order that restricts the holder’s capacity to
transfer its shares or other securities (as the case may be); or
8.7.5
In any circumstances permitted by the Listing Rules.

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ANZARUT & HOLM Constitution L AWYERS

Circumstances where registration prohibited Circumstances where registration prohibited
8.8 The Board must refuse to register a transfer of shares in either of the following
circumstances:
8.8.1
If the Listing Rules require the Board or the Company to do so.
8.8.2
If the shares are classified under the Listing Rules or by ASX as
restricted securities and the transfer is or might be in breach of the
Listing Rules or an escrow agreement entered into by the Company
under the Listing Rules in relation to those shares.
Notification of refusal to register
8.9 If the Board refuses to register a transfer of a share in the Company, the Board
must give written notice of the refusal to the person who lodged the transfer within
2 months after the date on which the transfer was lodged with the Company.
Operation of register
8.10 If the Company operates a Company sponsored sub-register then the Company
must comply with the requirements of the Listing Rules in connection with that
sub-register. The Company must process proper ASX Settlement-regulated
transfers affecting sub-registers administered by the Company on all business
days.
Restricted securities
8.11 Shares which are classified under the Listing Rules or by ASX as restricted
securities and which are subject to escrow restrictions cannot be disposed (as
that term is defined in the Listing Rules) of during the escrow period.
Takeover approval provisions
8.12 In this clauseapproving resolution,proportional takeover bidandapproving
resolution deadlinehave the meanings given to those terms in the Corporations
Act 2001.
8.13 While clauses 8.12 to 8.21 have effect, the Company must refuse to register a
transfer of shares that would give effect to a contract resulting from the
acceptance of a proportional takeover bid in respect of the shares unless and until
an approving resolution is passed, or deemed to be passed, in accordance with
this document.
8.14 If a proportional takeover bid is made in respect of shares in the Company the
Board must ensure that an approving resolution is voted on in accordance with
this document by the approving resolution deadline.
8.15 The approving resolution must be voted on at a meeting convened and conducted
as if it is a general meeting of the Company convened and conducted in
accordance with this document and the Corporations Act 2001 or by means of a
postal ballot conducted by the Company in accordance with the Corporations Act
2001.
8.16 The bidder under the proportional takeover bid and any person who is associated
with the bidder for the purposes of the Corporations Act 2001 must not vote on an
approving resolution.
8.17 The persons entitled to vote on an approving resolution are those persons, other
than the bidder or an associate of the bidder, who, at the end of the day when the
first offer was made under the proportional takeover bid, held bid class securities.
8.18 Each person who is entitled to vote is entitled to one vote for each share of that
class held at the end of the day when the first offer was made.
8.19 An approving resolution is taken to be passed if the proportion of the number of
votes in favour of the resolution bears to the total number of votes on the
resolution is greater than one-half. If it is not so passed, it is taken to be rejected.
8.20 If a resolution to approve the bid is voted on in accordance with the provisions of
this document before the approving resolution deadline the Company must, on or
before the approving resolution deadline, give the bidder and the ASX a written
notice stating that a resolution to approve the bid has been voted on and whether
the resolution was passed or rejected.

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  • 8.21 If the approving resolution is not voted on by the approving resolution deadline a resolution to approve the proportional takeover bid is deemed to have been passed in accordance with this document.

  • 8.22 Clauses 8.12 to 8.21 to cease to have effect on the day 3 years after the later of the following dates:

  • 8.22.1 The date when those clauses first became binding on the Company. 8.22.2 The date when those clauses are last renewed by the Company passing a special resolution for their renewal.

Sale of unmarketable shareholdings

  • 8.23 In clauses 8.23 to 8.35: Appointment Date means the day after the end of the 42 day period specified in the notice given in accordance with clause 8.24 to Members with Unmarketable Holdings.

  • Authorised Price means the price per share of the shares of an Unmarketable Holding equal to the simple average of the last sale prices of the shares quoted on ASX for each of the 10 trading days immediately preceding the Appointment Date.

  • Authorising Member means a Member with an Unmarketable Holding who does not give notice to the Company in accordance with clause 8.24.3.

  • Terms of Sale means the terms of sale of each Authorising Member’s shares set out in clause 8.26.

  • Unmarketable Holding means a holding of shares in the Company that is a less than a marketable parcel within the meaning of the Listing Rules.

  • 8.24 If the Board proposes to reduce or eliminate Unmarketable Holdings, it may give notice under this clause to each Member with an Unmarketable Holding. The notice must comply with the requirements of the Listing Rules and the ASX Settlement Operating Rules and must include statements to the effect that: 8.24.1 The notice is given in accordance with this clause. 8.24.2 The Company intends to sell Members’ Unmarketable Holdings. 8.24.3 Members who desire to retain their shareholdings must give notice of their desire to the Company within 42 days after the date of the notice.

  • 8.24.4 A Member who does not give notice to the Company under this clause is to be regarded as irrevocably appointing the Company as the Member’s agent to sell the Member’s Unmarketable Holding in accordance with this clause.

  • 8.25 Except if clause 8.35 applies, only one notice under clause 8.24 may be given by the Company in each period of 12 months.

  • 8.26 On the Appointment Date each Authorising Member is regarded as having irrevocably appointed the Company as the Member’s attorney to sell all the Member’s Unmarketable Holding. The terms of appointment are as follows: 8.26.1 The Company may take all necessary steps to cause the Authorising Member’s shares to be moved from the CHESS Subregister to a subregister administered by the Company.

  • 8.26.2 The purchase price must be not less than the Authorised Price. 8.26.3 The Company may execute a transfer of the Authorising Member’s shares as attorney for the Authorising Member.

  • 8.26.4 The sale of the Unmarketable Holding must be made within 5 business days after the end of the period of 42 days specified in the notice to Members under clause 8.24.

  • 8.26.5 Completion of the sale must occur within 5 business days after the date of sale or a later date which the Company and the purchaser agree in writing.

  • 8.26.6 The purchase price must be payable in cash. 8.26.7 The Company may receive the proceeds of sale to be dealt with in accordance with the following clauses.

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  • 8.26.8 The Company must pay all stamp duty and other expenses incurred in respect of the sale that would otherwise be borne by the Authorising Members.

  • 8.26.9 The Company may enforce the terms of the offer and any contract arising from it on behalf of all or any of the Authorising Members.

  • 8.26.10 A dispute arising between any of the purchaser, the Company and an Authorising Member in respect of the terms of the offer and the implementation of these clauses must be determined by the auditor of the Company acting as an expert and not an arbitrator.

  • 8.27 The Company must do all that is reasonable to sell the Unmarketable Holdings of the Authorising Members. A sale may be made only in accordance with the Terms of Sale.

  • 8.28 The Company must not sell the shares of a Member who gives notice to the Company in accordance with clause 8.24.3.

  • 8.29 If all the Shares of 2 or more Authorising Members are sold to one purchaser the transfer may be effected by one transfer document.

  • 8.30 The Company must send the proceeds of sale of an Unmarketable Holding to the Authorising Member by cheque mailed to the Member’s address in the Register within 14 days after receipt of the proceeds of sale.

  • 8.31 If an Authorising Member’s whereabouts are unknown, the proceeds of sale must be applied in accordance with the applicable laws dealing with unclaimed moneys.

  • 8.32 The receipt of the Company for the proceeds of sale of the shares of an Authorising Member is a good discharge to the purchaser who is not bound to see to the regularity of the actions and proceedings of the Company under these clauses or to the application of the proceeds of sale.

  • 8.33 After entry of the name of the purchaser in the Register as the holder of the shares acquired from an Authorising Member the validity of the sale may not be questioned by any person.

  • 8.34 The Board may not give a notice to Members under clause 8.24 during the takeover period under a takeover scheme or takeover announcement.

  • 8.35 If a takeover offer or takeover announcement is made after the giving of notice to Members under clause 8.24 and before the sale of an Unmarketable Holding: 8.35.1 The authority of the Company to sell that Unmarketable Holding terminates.

  • 8.35.2 After the end of the takeover period a further notice under this clause may be given to all Members who then hold Unmarketable Holdings.

  • 9 Transmission of shares Transmittee right to register or transfer 9.1 Subject to the Bankruptcy Act 1966 and the Corporations Act 2001, if a person entitled to a share because of a Transmission Event gives the Board the information that they reasonably require to establish the person’s entitlement to be registered as the holder of any shares, that person may do either of the following:

  • 9.1.1 Elect to be registered as a Member in respect of those shares by giving a signed notice in writing to the Company, and on receiving this notice the Company must register the person as the holder of those shares.

  • 9.1.2 Transfer those shares to another person. That transfer is subject to the provisions of this document relating to the transfer of shares.

Other transmittee rights and obligations

  • 9.2 A person who has given to the Board the information referred to in clause 9.1 in respect of a share is entitled to the same rights to which that person would be entitled if registered as the holder of that share.

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  • 9.3 A person registered as a Member as a result of a Transmission Event must indemnify the Company and the Board to the extent of any loss or damage suffered by the Company or the Board as a result of that registration.

Deceased members

  • 9.4 If a Member (not being one of several joint registered holders) dies, the Company must recognise only the legal personal representative of that Member as having any title or interest in a share registered in the name of that Member or any benefits accruing in respect of that share.

  • 9.5 If a Member (being one of several joint registered holders) dies, the Company must recognise only the surviving joint registered holders of that share as having any title or interest in, or any benefits accruing in respect of, that share.

  • 9.6 Nothing in this document releases the estate of a deceased joint holder from a liability in respect of a share which had been jointly held by the deceased Member with other persons.

  • 9.7 Where 2 or more persons are jointly entitled to any share as a consequence of the death of the registered holder of that share, they are taken to be joint holders of that share.

10 General meetings Voting qualification time

  • 10.1 Except as stated below, in this document Voting Qualification Time in relation to a general meeting means one of the following:

  • 10.1.1 If a determination is made by the convenor of a meeting under clause 10.2, the time specified in that determination.

  • 10.1.2 If a determination is not made by the convenor of the meeting, 48 hours before the time for commencement of the meeting or a lesser time fixed in relation to general meetings of the Company for the purposes of this clause by determination of the Board.

  • 10.2 For the purpose of determining voting entitlements at a general meeting, the convenor of a meeting may determine that all the issued voting shares in the Company at a specified time before the meeting are to be regarded as held at the time of the meeting by the persons who held them at the specified time.

  • 10.3 A determination of a specified time before the meeting must be made before notice of the meeting is given.

  • 10.4 The specified time must be not more than 48 hours before the meeting.

  • 10.5 Before the ordinary shares of the Company are CHESS Approved Securities: 10.5.1 Clauses 10.1 to 10.4 do not operate. 10.5.2 The Voting Qualification Time in relation to a general meeting is the time of commencement of the general meeting.

Convening of meetings by Board

  • 10.6 The Board may convene a general meeting at any time .

Convening of meetings by members

10.7 The Board must call and arrange to hold a general meeting if required to do so under the Corporations Act 2001.

Directors attendance at general meetings

  • 10.8 A Director is entitled to receive notice of and to attend all general meetings and all general meetings of the holders of any class of shares in the capital of the Company and is entitled to speak at those meetings.

Notice of general meeting

  • 10.9 A notice of a general meeting may be given by any form of communication permitted by the Corporations Act 2001. The notice must specify the place, the day and the hour of meeting and if the meeting is to be held in 2 or more places, the technology that will be used to facilitate the meeting, the general nature of the business to be transacted and any other matters as are required by the Corporations Act 2001.

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10.10 The accidental omission to give notice of a general meeting to, or the non-receipt
of a notice by, a person entitled to receive notice does not invalidate a resolution
passed at the general meeting.
Cancellation of general meetings
10.11 The Board may cancel a general meeting, other than a general meeting which
they are required to convene and hold under the Corporations Act 2001.
10.12 A meeting may only be cancelled in accordance with clause 10.11 if notice of the
cancellation is given to all persons entitled to receive notice of the meeting at
least 2 business days prior to the time of the meeting as specified in notice of
meeting.
Quorum at general meetings
10.13 Business may not be transacted at a general meeting unless a quorum of
Members is present at the time when the meeting proceeds to business. Except
as otherwise set out in this document, 2 Members present in person or by
representative is a quorum.
10.14 If a quorum is not present within half an hour from the time appointed for the
meeting or a longer period allowed by the chairperson:
10.14.1 If the meeting was convened by or on the requisition of Members, it
must be dissolved.
10.14.2 Otherwise, it must stand adjourned to the same day in the next week at
the same time and place or to another day and at another time and
place determined by the Board.
10.15 If a meeting has been adjourned to another time and place determined by the
Board, not less than 7 days’ notice of the adjourned meeting must be given in the
same manner as in the case of the original meeting.
Quorum at adjourned general meetings
10.16 If at the adjourned meeting a quorum is not present within half an hour after the
time appointed for the meeting, the meeting must be dissolved.
Appointment of chairperson
10.17 If the Board have elected one of their number as chairperson of their meetings,
that person is entitled to preside as chairperson at every general meeting.
10.18 The Directors present at a general meeting must elect one of their number to
chair the meeting in either of the following circumstances:
10.18.1 A Director has not been elected as the chairperson of Board meetings.
10.18.2 The chairperson is not present within 15 minutes after the time
appointed for the holding of the meeting or he is unwilling to act.
10.19 The Members present at a general meeting must elect one of their number to
chair the meeting in either of the following circumstances:
10.19.1 There are no Directors present within 15 minutes after the time
appointed for the holding of the meeting.
10.19.2 All Directors present decline to take the chair.
Chairperson’s powers
10.20 Subject to the terms of this document dealing with adjournment of meetings, the
ruling of the chairperson on all matters relating to the order of business,
procedure and conduct of the general meeting is final and no motion of dissent
from a ruling of the chairperson may be accepted.
Adjournment of meetings
10.21 The chairperson may, with the consent of any meeting at which a quorum is
present, and must if so directed by the meeting, adjourn the meeting to another
time and to another place.
10.22 The only business that may be transacted at any adjourned meeting is the
business left unfinished at the meeting from which the adjournment took place.
10.23 When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting must be given as in the case of an original meeting.
10.24 Except when a meeting is adjourned for 30 days or more, it is not necessary to
give a notice of an adjournment or of the business to be transacted at an
adjourned meeting.

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Voting on show of hands

  • 10.25 At a general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is demanded before that vote is taken or before the result is declared or immediately after the result is declared.

  • 10.26 If a poll is not duly demanded, a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Demand for a poll

  • 10.27 A poll may be demanded by one of the following: 10.27.1 The chairperson. 10.27.2 At least 5 Members entitled to vote on the resolution. 10.27.3 Any Member or Members with at least 5% of the votes that may be cast on the resolution on a poll.

  • 10.28 The demand for a poll may be withdrawn. 10.29 The demand for a poll does not prevent the continuance of a meeting for the transaction of business other than the question on which a poll is demanded.

  • 10.30 If a poll is duly demanded, it must be taken in the manner and, except as to the election of a chairperson or on a question of adjournment, either at once or after an interval or adjournment or otherwise as the chairperson directs. The result of the poll is the resolution of the meeting at which the poll is demanded.

  • 10.31 A poll demanded on the election of a chairperson or on a question of adjournment must be taken immediately.

  • Voting rights of Members 10.32 Subject to any rights or restrictions for the time being attached to a class or classes of shares on a show of hands every person present who was a Member at the Voting Qualification Time or who represents a corporation who was a Member at that time has one vote.

  • 10.33 Subject to the rights or restrictions attached to a class or classes of shares, on a poll every person present who was a Member at the Voting Qualification Time and who is present in person or by proxy, attorney or representative has the following voting rights:

  • 10.33.1 One vote for each fully paid share that person held at that time.

10.33.2 For each partly paid share that person held, a fraction of one vote equal to the fraction: AP where: NV AP is the amount paid on the partly paid share, excluding amounts credited or paid in advance of a call. NV is the total amount paid or payable (excluding amounts credited) on that share.

  • 10.34 A Member is not entitled to cast a vote in respect of shares which are classified under the Listing Rules or by ASX as restricted securities while there subsists a breach of an escrow agreement entered into by the Company in respect of the shares.

Joint shareholders’ vote

  • 10.35 In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, must be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority must be determined by the order in which the names stand in the Register.

Voting rights where calls unpaid

  • 10.36 A Member is not entitled to vote or to be counted in a quorum at a general meeting unless all calls or other sums presently payable by the Member in respect of shares have been paid.

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Vote of the Chairperson at general meetings

  • 10.37 In a case of an equality of votes, whether on a show of hands or on a poll, the chairperson of a general meeting has a casting vote in addition to their deliberative vote (if any) as a Member.

Objections to voter qualification

10.38 No objection may be raised to the qualification of a voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered. An
objection to the qualification of a voter must be referred to the chairperson, whose
decision is final. A vote not disallowed according to an objection as provided in
this document is valid for all purposes. A vote which the Listing Rules require the
Company to disregard is not valid.
11 Proxies and representatives
Proxies and representatives of Members
11.1 At meetings of Members or classes of Members each Member entitled to vote
may vote in person or by proxy or by attorney. A Member which is a corporation
may appoint an individual as a representative. Except as expressly provided by
the terms of their appointment, a person attending as a proxy, as the attorney of a
Member, or as representing a corporation which is a Member has all the powers
of a Member, except where expressly stated to the contrary in this document.
Appointment of proxies
11.2 A Member may appoint either 1 or 2 persons as their proxy to attend and vote
instead of the Member. When a Member appoints 2 proxies the appointment must
specify the proportion of the Member’s voting rights which each proxy is entitled
to represent. A proxy need not be a Member. A document appointing a proxy
must be in writing, signed by the appointor or the attorney of the appointor duly
authorised in writing and be in any form permitted by the Corporations Act 2001.
11.3 If the notice of the general meeting for which a proxy is appointed states that
proxies may be sent to a specified facsimile number for or on behalf of the
Company, a document generated from the image of a document appointing a
proxy that is transmitted to that facsimile number is treated as being all of the
following:
11.3.1
In writing.
11.3.2
Signed if bearing a facsimile of a signature.
11.3.3
Under seal if bearing a facsimile of a seal.
11.3.4
Deposited with the Company in accordance with this document.
11.4 If the document appointing a proxy is sent by facsimile transmission, any power of
attorney or other authority under which the appointment is signed, or a notarially
certified copy of that power or authority, will be taken to be deposited with the
Company in accordance with this document if it is transmitted by facsimile with
the facsimile transmission of the document appointing the proxy.
Form of proxy
11.5 There is no required form for a proxy. The Board may from time to time approve
a form for use at a particular meeting.
Authority of proxies
11.6 A document appointing a proxy may specify the manner in which the proxy is to
vote in respect of a particular resolution and, where the document so provides,
the proxy is not entitled to vote on the resolution except as specified in the
document.
11.7 A proxy may vote on a show of hands but a person holding a proxy for more than
one Member has only one vote.
11.8 A document appointing a proxy confers authority to demand or join in demanding
a poll.
11.9 Except as expressly provided by the document appointing a proxy, an
appointment of a proxy confers authority to agree to a meeting being convened by
shorter notice than is required by the Corporations Act 2001 or by this document.

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Verification of proxies

  • 11.10 Before the time for holding the meeting or adjourned meeting at which a proxy proposes to vote, both of the following documents must be deposited with the Company as applicable:
11.10 Before the time for holding the meeting or adjourned meeting at which a proxy
proposes to vote, both of the following documents must be deposited with the
Company as applicable:
11.10.1 The document appointing the proxy.
11.10.2 The power of attorney or other authority (if any) under which the
document is signed or a notarially certified copy of that power or
authority.
11.11 Those documents must be received at the Office, at a fax number at the Office or
at another place, fax number or electronic address specified for that purpose in
the notice convening the meeting not less than 48 hours before one of the
following times:
11.11.1 The time for holding the meeting or adjourned meeting.
11.11.2 In the case of a poll, the time appointed for the taking of the poll.
Validity of proxies
11.12 A proxy document is invalid if it is not deposited or produced prior to a meeting or
a vote being taken as required by this document.
Revocation of appointment of proxy
11.13 A vote given in accordance with the terms of a proxy document or power of
attorney is valid despite the occurrence of any one or more of the following events
if no intimation in writing of any of those events has been received by the
Company at the Office before the commencement of the meeting or adjourned
meeting at which the document is used:
11.13.1 The previous death or unsoundness of mind of the principal.
11.13.2 The revocation of the instrument or of the authority under which the
instrument was executed.
11.13.3 The transfer of the share in respect of which the instrument or power is
given.
12 Appointment and retirement of directors
Number of Directors
12.1 Until otherwise determined in accordance with this document, the number of
Directors must not be less than 3 nor more than 7. The Directors and Secretary
in office at the date this document is adopted by the Company continue in office
subject to this document.
12.2 The Company may, by resolution, increase or reduce the number of Directors and
may also determine in what rotation the increased or reduced number is to go out
of office. Alternate Directors are not to be treated as Directors for the purpose of
determining the minimum or maximum number of Directors holding office.
Nomination of Directors
12.3 A person other than a Director who retires by rotation or who ceases to be a
Director in accordance with this clause 12 is not eligible to be appointed as a
Director at a general meeting unless notice of nomination of the person to be a
Director is given to the Company in accordance with this clause 12.
12.4 A notice of nomination of a person to be a Director is:
12.4.1
A statement that the person is, or is nominated as, a candidate for
election as a Director, signed by the person or a Member.
12.4.2
A written consent by the person to act as a Director of the Company.
12.5 A notice of nomination must be given to the Company not later than the last date
for nomination fixed in accordance with clause 12.6.
12.6 The last date for the nomination of persons for election as Directors at a general
meeting is the later of the following:
12.6.1
35 business days before the date of the general meeting.
12.6.2
Another date, which may not be later than the last date on which the
notice convening the general meeting may be lawfully given, fixed in
relation to that general meeting by resolution of the Board.

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12.7 A Director who retires by rotation at a general meeting or who ceases to be a
Director at a general meeting in accordance with this clause 12 is regarded as
offering to be re-elected at that general meeting unless before the last date for
nomination of Directors the Director gives to the Company written notice that the
Director is not available to be re-elected.
Appointment of Directors
12.8 At a meeting at which a Director retires, the Company may by resolution fill the
vacated office by electing a person to that office.
12.9 A retiring Director who offers to be re-elected at a general meeting is re-appointed
to the office of Director with effect from the end of that meeting if each of the
following is satisfied:
12.9.1
The vacated office is not filled by the election of a Director at the
meeting.
12.9.2
The Director is not disqualified under the Corporations Act 2001 from
holding office as a Director,
12.10 This is the case unless at that general meeting either of the following occurs:
12.10.1 It is expressly resolved not to fill the vacated office.
12.10.2 A resolution for the re-election of that Director is put and lost.
Retirement of Directors
12.11 At each annual general meeting of the Company the following Directors must
retire from office:
12.11.1 One third of the Directors for the time being, or, if their number is not 3
or a multiple of 3, then the number nearest one third.
12.11.2 Any other Director, except a managing Director, who has been in office
for 3 years or more since that Director’s election or last re-election as a
Director.
12.12 The Directors to retire at an annual general meeting are those who have been
longest in office since their last election. If 2 or more persons became Directors
on the same day, those to retire must be determined by lot unless they otherwise
agree among themselves.
12.13 A Director retiring at an annual general meeting who is not disqualified by law
from being reappointed is eligible for re-election and may act as a Director
throughout the meeting at which that Director retires.
12.14 A Director may retire from office by giving notice in writing to the Company of that
Director’s intention to retire. A notice of resignation takes effect at the time which
is the later of the following:
12.14.1 The time of giving the notice to the Company.
12.14.2 The expiration of the period, if any, specified in the notice.
Share qualification
12.15 A Director or alternate Director is not required to hold a share in order to hold
office as a Director or alternate Director.
Casual vacancy Directors
12.16 The Board or the surviving Director may at any time appoint a person to be a
Director, either to fill a casual vacancy or as an addition to the existing number of
Directors. The total number of Directors may not exceed the number fixed in
accordance with this document.
12.17 A Director appointed under clause 12.16:
12.17.1 Holds office only until the next annual general meeting after the
appointment and is then eligible for re-election.
12.17.2 Must not be taken into account in determining the Directors who are to
retire by rotation at that annual general meeting.
Removal from office
12.18 The Company may by ordinary resolution remove a Director from office and may
by ordinary resolution appoint another person as a replacement. A person
appointed to replace a Director removed from office must retire as a Director at
the time ascertained as if the person became a Director on the day on which the
Director removed from office was elected or last re-elected a Director.

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Vacation of office

  • 12.19 In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Corporations Act 2001 or another provision of this document, the office of Director becomes vacant in any of the following circumstances:

  • 12.19.1 If the Director becomes an insolvent under administration.

  • 12.19.2 If the Director becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health.

  • 12.19.3 If the Director is absent without the consent of the Board from the meetings of the Board held during a continuous period of 6 months and the Board resolves that the office of that Director be vacated.

  • 12.19.4 If the Director becomes prohibited from being a Director by reason of an order made under the Corporations Act 2001.

13 Powers and proceedings of the board

Powers of the Board

  • 13.1 The Board may exercise all those powers of the Company as are not, by the Corporations Act 2001, the Listing Rules or by this document, required to be exercised by the Members in general meeting or otherwise.

Convening of Board meetings

  • 13.2 A Director may at any time, and a Secretary must on the requisition of a Director, convene a meeting of the Board.

Notice of Board meetings

  • 13.3 Notice of each meeting of the Board must be given to each Director at least 24 hours before the meeting or at another time determined by resolution of the Board.

  • 13.4 All Directors may waive in writing the required period of notice for a particular meeting.

  • 13.5 It is not necessary to give a notice of a meeting of Board to a Director who is out of Australia or who has been given leave of absence.

Mode of meeting for Board

  • 13.6 A Board meeting may be called or held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw their consent within a reasonable period before the meeting. The Board may otherwise regulate its meetings as it thinks fit.

Quorum at Board meetings

  • 13.7 At a meeting of Board, the number of Directors whose presence is necessary to constitute a quorum is 2 or another number determined by the Board.

  • 13.8 If the number of Directors is reduced below the number necessary for a quorum of Directors, the continuing Director or Directors may act only to appoint additional Directors to the number necessary for a quorum or to convene a general meeting of the Company.

  • Voting at Board meetings 13.9 Questions arising at a meeting of the Board must be decided by a majority of votes of the Directors present and voting. A decision of the majority is for all purposes a decision of the Board.

Appointment of chairperson of the Board

  • 13.10 The Board may elect a Director to chair their meetings and determine the period for which the person elected is to hold office.

  • 13.11 If a chairperson has not been elected, or if at any meeting the chairperson is not present within 10 minutes after the time appointed for holding the meeting or is unwilling to act, the Directors present may choose one of their number to chair the meeting.

  • Chairperson’s vote at Board meetings 13.12 The chairperson does not have a casting vote in either of the following circumstances:

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13.12.1 At a meeting of Board at which only 2 Directors are present.
13.12.2 On the vote on a question to be decided on which only 2 Directors are
competent to vote.
13.13 In all other cases of an equality of votes, the chairperson of the meeting has a
casting vote in addition to the chairperson’s deliberative vote as a Director.
Participation where Directors interested
13.14 A Director may be present and may vote on a matter before the Board if and to
the extent that they are permitted to do so under the Corporations Act 2001.
13.15 If there are not enough Directors to form a quorum as a result of a Director having
an interest which disqualifies them from voting then 1 or more of the Directors
(including those who have the disqualifying interest in the matter) may call a
general meeting of the Company and the general meeting may pass a resolution
to deal with the matter.
Delegation of powers to committee
13.16 The Board may delegate any of its powers to committees consisting of Directors
or other persons as they think fit to act in Australia or elsewhere. The exercise of
a power by a committee in accordance with this document is to be treated as the
exercise of that power by the Board. In the exercise of any powers delegated to
it, a committee formed by the Board must conform to the directions of the Board.
Proceedings of committees
13.17 Except as provided in a direction of the Board, the meetings and proceedings of a
committee formed by the Board must be governed by the provisions of this
document, in so far as they are applicable, as if meetings and proceedings of the
committee are meetings and proceedings of the Board.
Validity of acts of Board
13.18 All acts done by a meeting of the Board or of a committee of the Board or by a
person acting as a Director are valid even if it is later discovered that there is a
defect in the appointment of a person to be a Director or a member of the
committee or that they or any of them were disqualified or were not entitled to
vote.
Minutes
13.19 The Board must cause minutes of all proceedings of general meetings, of
meetings of the Board and of committees formed by the Board to be entered,
within one month after the relevant meeting is held, in books kept for the purpose.
The Board must cause all minutes, except resolutions in writing treated as
determinations of the Board, to be signed by the chairperson of the meeting at
which the proceedings took place or by the chairperson of the next succeeding
meeting.
Resolution in writing
13.20 A resolution in writing signed by all Directors, excluding Directors who have been
given leave of absence, is to be treated as a determination of the Board passed at
a meeting of the Board duly convened and held.
13.21 A resolution in writing may consist of several documents in like form, each signed
by one or more Directors and if so signed it takes effect on the latest date on
which a Director signs one of the documents.
13.22 If a resolution in writing is signed by an alternate Director, it must not also be
signed by the appointor of the alternate Director and vice versa.
13.23 In relation to a resolution in writing:
13.23.1 A document generated by electronic means which purports to be a
facsimile of a resolution of the Board is to be treated as a resolution in
writing.
13.23.2 A document bearing a facsimile of a signature is to be treated as signed.

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14 Directors’ remuneration

Director’s fees

14.1 Subject to the Listing Rules, the Directors shall be entitled to be paid by way of
fees for their services the aggregate sum determined from time to time by the
Company in general meeting.
14.2 The aggregate sum must be divided among the Directors in the proportions and in
the manner from time to time agreed by the Board. If they do not agree it must be
divided equally.
14.3 The fees payable by the Company to Directors other than executive Directors
must be by a fixed sum and must not be paid by way of commission on or a
percentage of profits or operating revenue.
14.4 The aggregate sum of the Directors fees must not be increased except with the
prior approval of the Company in general meeting. The notice convening the
meeting must state the amount of the increase in the aggregate sum and the
maximum sum that may be paid following the increase.
14.5 Directors’ fees accrue from day to day.
Payment for expenses
14.6 In addition to their fees, the Directors must be paid all travelling, accommodation,
and other expenses properly incurred by them in attending and returning from
meetings of the Board or any committee of the Board or general meetings or
otherwise in the execution of their duties as Directors.
Payment for extra services
14.7 A Director who is called upon to perform extra services or to make a special
exertion or to undertake executive or other work for the Company beyond the
Director’s ordinary duties may be paid additional fees for those services, exertions
or work.
14.8 The additional amount may be paid in accordance with both of the following:
14.8.1
Either by fixed sum or salary determined by the Board.
14.8.2
Either in addition to or in substitution for the fees otherwise payable to
the Director.
Payments to former Directors
14.9 Subject to the Corporations Act 2001, the Board may determine that the
Company pay a gratuity, pension or allowance, at the time of or following
retirement or other vacation of office to a Director or to a relative of a Director and
make contributions to any fund and pay any premiums for the purchase or
provision of that gratuity, pension or allowance.
15 Managing and executive Directors
Appointment
15.1 The Board may appoint one or more of their number to hold any executive office
of the Company, including that of executive chairperson or managing Director. A
Director appointed to an executive office of the Company is referred to in this
document as an executive Director. The appointment of a Director to an
executive office may be for the period and on the terms determined by the Board,
subject to the provisions of the Corporations Act 2001.
Termination of appointment of executive Director
15.2 The Board may revoke or terminate any appointment of a Director to an executive
office, but without affecting any claim for damages for breach of any employment
contract between the Director and the Company.
15.3 A Director appointed as executive chairperson or managing Director (or some
equivalent title) will automatically cease to hold that office if they cease to be a
Director, but without affecting any claim for damages for breach of any
employment contract between the Director and the Company. Any other
executive Director will not automatically cease to hold their executive office if they
cease to be a Director unless the contract or any resolution under which the
Director holds office expressly states that they will, in which case that cessation

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does not affect any claim for damages for breach of any employment contract between the Director and the Company.

Retirement by rotation

15.4 An executive Director who is appointed as a managing Director is not subject to
retirement by rotation and is not to be counted in determining the rotation or
retirement of the other Directors. Any other executive Director is subject to
retirement by rotation.

Remuneration of executive Directors

15.5 Subject to the terms of any agreement entered into between the Company and an
executive Director, that executive Director is entitled to receive the remuneration
determined by the Board. The remuneration of an executive Director may be paid
by way of salary, commission, or participation in profits, or partly in one way and
partly in another as determined by the Board. The remuneration of an executive
Director must not include a commission on or percentage of operating revenue.
Powers of executive Directors
15.6 The Board may entrust to and confer on an executive Director any of the powers
exercisable by them on the terms and conditions and with the restrictions
determined by the Board. The powers conferred on an executive Director may be
conferred on terms that they are to be exercised either concurrently with or to the
exclusion of the Board’s own powers. The Board may revoke, withdraw, alter, or
vary from time to time all or any of the powers of an executive Director.
16 Alternate Directors
Appointment of alternate Directors
16.1 A Director, with the approval of the Board, may appoint a person, whether a
Member or not, to be an alternate Director in the Director’s place during those
periods when the Director is unable to act.
Powers of alternate Director
16.2 An alternate Director is subject in all respects to the terms and conditions
applying to the other Directors except:
16.2.1
The provisions of this document which relate to the election of Directors,
their fees and remuneration and the power to appoint an alternate
Director.
16.2.2
As expressly provided in this document.
16.3 An alternate Director is entitled to do all of the following:
16.3.1
Perform all the duties of a Director while the Director who appointed the
alternate Director is not exercising or performing them.
16.3.2
Receive notice of meetings of the Board.
16.3.3
Attend, be counted in a quorum, and vote at meetings of the Board if the
Director who appointed the alternate Director is not present.
Termination of appointment of alternate Directors
16.4 The appointment of an alternate Director is immediately terminated if any of the
following situations occurs:
16.4.1
The Director who appointed the alternate Director ceases to be a
Director.
16.4.2
The Director who appointed the alternate Director gives notice of
termination of the appointment to the Company.
16.4.3
The Board resolves to terminate the appointment after giving 7 days’
notice of intention to remove the alternate Director to the Director who
appointed the alternate Director.

17 Secretary 17.1 The Board must appoint one or more Secretaries and may at any time terminate the appointment or appointments. The Board may determine the terms and conditions of appointment of a Secretary, including remuneration. Any one of the

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Constitution

Secretaries may carry out any act or deed required by this document, the Corporations Act 2001 or by any other statute to be carried out by the secretary of the Company.

18 Indemnity and insurance
Indemnity
18.1 Every officer and past officer of the Company may be indemnified by the
Company, to the fullest extent permitted by law, against a liability incurred by that
person as an officer of the Company or a subsidiary of the Company, including
without limitation legal costs and expenses incurred in defending an action.
Insurance premiums
18.2 The Company may pay the premium on a contract insuring a person who is or
has been an officer of the Company to the fullest extent permitted by law.
19 Execution of documents
Seal
19.1 The Board will decide whether the Company will have a seal, and if so will provide
for the safe custody of the seal.
Execution of documents
19.2 The Company may execute a document by affixing the Seal to the document
where the fixing of the Seal is witnessed by any of the following persons:
19.2.1
2 Directors;
19.2.2
A Director and the Secretary.
19.2.3
A Director and some other person appointed by the Board for the
purpose.
19.3 The Company may also execute a document without the use of a seal as
permitted by the Corporations Act 2001.
Official and share Seals
19.4 The Company may have for use in place of the Seal outside the jurisdiction where
the Seal is kept one or more official seals, to be used in accordance with
procedures approved by the Board.
19.5 The Company may have a duplicate common seal which must be a copy of the
Seal with the addition on its face of the words ‘Share Seal’. A certificate referring
to or relating to securities of the Company sealed with the share seal is taken to
be sealed with the Seal. Certificates referring to or relating to securities of the
Company may be issued bearing a printed impression of the share seal and
printed facsimiles of the signatures of the persons permitted by this document to
sign and countersign the affixing of the Seal. A certificate so issued is to be taken
as sealed with the Seal.
20 Dividends
Declaration of dividends
20.1 Dividends may be declared only by the Board and a dividend may only be paid as
allowed by the Corporations Act 2001. Interest is not payable by the Company in
respect of a dividend.
Entitlements to dividends
20.2 All dividends must be declared and paid on shares in proportion to the amounts
paid (not credited) in proportion to the total amounts paid and payable (excluding
amounts credited) in respect of the shares. However, subject to that, if a share is
issued on terms that it ranks for dividend as from a particular date, that share
ranks for dividend from that date.
20.3 An amount paid on a share in advance of a call must not be treated for the
purposes of this clause 20 as paid or credited as paid on the share.
20.4 Shares which are classified under the Listing Rules or by ASX as restricted
securities donot conferaright toreceive dividends ontheholders ofthose shares

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while there subsists a breach of an escrow agreement entered into by the Company in respect of the shares.

Amounts due by Member

  • 20.5 The Board may deduct from any dividend payable to a Member all sums of money, if any, presently payable by the Member to the Company on account of calls or otherwise in relation to shares in the Company.

Payment of dividends by transfer of property

  • 20.6 A dividend may be paid wholly or partly by the distribution of specific assets, including paid up shares in, or debentures of, another corporation.

  • 20.7 Where any difficulty arises in regard to a distribution satisfied wholly or in part by the distribution of assets, the Board may settle the matter as they think expedient and to that end may do any of the following as required:

  • 20.7.1 Fix the value for distribution of those specific assets or any part of them. 20.7.2 Determine that cash payments are to be made to some Members in order to equitably adjust the rights of all Members.

  • 20.7.3 Vest any of those specific assets in trustees as the Board considers expedient.

  • Payment of dividends in cash 20.8 A dividend, interest, or other money payable in cash in respect of shares may be paid by cheque or bankers draft sent through the post directed to either of the following addresses: 20.8.1 The address of the holder as shown in the Register or, in the case of joint holders, to the address shown in the Register of the joint holder who is first named in the Register.

  • 20.8.2 The address which the holder or joint holders direct in writing as the address for payment of dividends.

  • 20.9 Every cheque or draft for moneys referred to in clause 20.8 must be made payable to the person to whom it is sent and may be made payable to bearer. Any one of 2 or more joint holders may give effectual receipts for any dividends, bonuses, or other money payable in respect of the shares held by them as joint holders.

  • Dividend reinvestment 20.10 The Board may grant to Members or a class of Members the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on the terms determined by the Board.

  • Authority to capitalise profits 20.11 The Board may resolve to capitalise the whole or a part of the profits or of any reserve account of the Company and may apply that amount in any manner permitted by this document, by law and the Listing Rules.

  • Application of capitalised sum 20.12 A sum capitalised must be applied for the benefit of the Members in the proportions in which those Members would have been entitled to that sum if distributed by way of dividend. A sum capitalised may be applied by the Board for the benefit of Members in any manner permitted by this document or by law. To the extent necessary to adjust the rights of Members among themselves, the Board may issue fractional certificates or make cash payments in cases where fractional certificates are required or take any other action necessary to equalise entitlements of Members.

21 Winding up

Rights to capital

21.1 The assets of the Company must on a winding up be applied in repayment to the Members in proportion to their respective holdings. This clause is subject to any express provision of this document.

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Constitution

Ranking of restricted securities

  • 21.2 If at the commencement of a winding up the Company has issued shares which are classified under the Listing Rules or by ASX as restricted securities and the shares are subject to escrow restrictions, on a return of capital the holders of those shares rank behind all other shares in the Company.
22 Notices
Persons authorised to give notices
22.1 A notice by either the Company or a Member in connection with this document
may be given on behalf of the Company or Member by a solicitor, director or
company secretary of the Company or Member. The signature of a person on a
notice given by the Company may be written, printed or stamped.
Method of giving notices
22.2 In addition to the method for giving notices permitted by statute, a notice by the
Company or a Member in connection with this document may be given to the
addressee by any of the following means:
22.2.1
Delivering it to a street address of the addressee
22.2.2
Sending it by prepaid ordinary post (airmail if outside Australia) to a
street or postal address of the addressee.
22.2.3
Sending it by facsimile or e-mail to the facsimile number or e-mail
address of the addressee.
Notices to joint holders
22.3 A notice may be given by the Company to the joint holders of a share by giving
the notice to the first named joint holder of the share shown in the Register.
Addresses for giving notices to Members
22.4 The street address or postal address of a Member is the street or postal address
of the Member shown in the Register.
22.5 The facsimile number or e-mail address of a Member is the number which the
Member may specify by written notice to the Company as the facsimile number or
e-mail address to which notices may be sent to the Member.
22.6 Until a person entitled to a share in consequence of the death or bankruptcy of a
Member gives notice to the Company of an address for the giving of notices, the
address of that person is the address of the deceased or bankrupt Member.
Address for giving notices to the Company
22.7 The street and postal address of the Company is the Office.
22.8 The facsimile number or e-mail address of the Company is the number which the
Company may specify by written notice to the Members as the facsimile number
or e-mail address to which notices may be sent to the Company.
Time notice of meeting is given
22.9 A notice of meeting given in accordance with this document is to be taken as
given, served and received at the following times as applicable :
22.9.1
If delivered in writing to the street address of the addressee, at the time
of delivery.
22.9.2
If it is sent by post to the street or postal address of the addressee, on
the business day after posting.
22.9.3
If sent by facsimile or e-mail to the facsimile number or e-mail address
of the addressee, at the time transmission is completed.
Time other notices are given
22.10 A notice given in accordance with this document is to be taken as given, served
and received at the following times as applicable:
22.10.1 If delivered in writing to the street address of the addressee, at the time
of delivery.
22.10.2 If it is sent by post to the street or postal address of the addressee, on
the 2nd (5th if outside Australia) business day after posting.
22.10.3 If sent by facsimile or e-mail to the facsimile number or e-mail address
of the addressee, at the time transmission is completed.

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Constitution

Proof of giving notices

  • 22.11 The sending of a notice by facsimile or e-mail and the time of completion of transmission may be proved conclusively by production of either of the following: 22.11.1 A transmission report by the facsimile machine from which the notice was transmitted which indicates that a facsimile of the notice was sent in its entirety to the facsimile number of the addressee.

  • 22.11.2 A print out of an acknowledgment of a copy of the notice from the system from which it was sent authorised to be a true copy by a Director or Secretary of the Company.

Persons entitled to notice of meeting

  • 22.12 Notice of every general meeting must be given by a method authorised by this document to all of the following persons:

  • 22.12.1 Every Member.

  • 22.12.2 Every Director and alternate Director.

  • 22.12.3 Every person entitled to a share in consequence of the death or bankruptcy of a Member who, but for the Member’s death or bankruptcy, would be entitled to receive notice of the meeting.

  • 22.12.4 The auditor for the time being of the Company, if any.

  • 22.13 No other person is entitled to receive notices of general meetings.

23 Definitions and Interpretation

Definitions

  • 23.1 In this document, the following definitions apply: ASX means the Australian Stock Exchange Limited.

ASX Settlement Operating Rules means the ASX Settlement Operating Rules from time to time of ASX Settlement Pty Limited or any replacement rules that apply to trading in shares or other securities of the Company from time to time. Board means the board of directors of the Company.

CHESS means the clearing house electronic sub-register systems as defined in the ASX Settlement Operating Rules.

CHESS Approved Securities means securities of the Company for which approval to participate in CHESS has been given in accordance with the ASX Settlement Operating Rules.

CHESS Subregister means that part of the Register that is administered by ASX Settlement and records uncertificated holdings of CHESS Approved Securities in accordance with the ASX Settlement Operating Rules. Company means PS&C Ltd, ACN 164 718 361.

Director means a person appointed to perform the duties of a director of the Company. Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Member means a person whose name is entered in the Register as a member of the Company.

Office means the registered office of the Company. Register means the register of Members kept by the Company under the Corporations Act 2001. Seal means the common seal of the Company, if any.

Secretary means a person appointed to perform the duties of a secretary of the Company.

SRN stands for Shareholder Reference Number and means a number allocated by the Company to identify a holder of shares on an issuer sponsored subregister.

Transmission Event means:

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  • (a) If a Member is an individual, the death or bankruptcy of that Member or that Member becoming of unsound mind or becoming a person whose property is liable to be dealt with under a law about mental health.

  • (b) If a Member is a body corporate, the deregistration or other dissolution of that Member.

  • (c) In any case, the vesting in, or transfer to, a person of the shares of a Member without that person becoming a Member.

Interpretation

  • 23.2 In this document, unless the context otherwise requires:

  • 23.2.1 Words and expressions used in this document which are also used in the Corporations Act 2001, Corporations Regulations 2001, Listing Rule or ASX Settlement Operating Rules, have the same meanings given to them under the Corporations Act 2001, Corporations Regulations 2001, Listing Rule or ASX Settlement Operating Rules.

  • 23.2.2 A reference to any law or legislation or legislative provision includes any statutory modification, amendment or re-enactment, and any subordinate legislation or regulations issued under that legislation or legislative provision, in either case whether before, on or after the date of this document.

  • 23.2.3 A reference to any agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.

  • 23.2.4 A reference to a clause, part, schedule or attachment is a reference to a clause, part, schedule or attachment of or to this document.

  • 23.2.5 Where a word or phrase is given a defined meaning another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.

  • 23.2.6 A word which denotes the singular denotes the plural, a word which denotes the plural denotes the singular, and a reference to any gender denotes the other genders.

  • 23.2.7 An expression importing a natural person includes any company, trust, partnership, joint venture, association, body corporate or public authority.

  • 23.2.8 A reference to dollars or $ means Australian dollars.

  • 23.2.9 References to the word ‘include’ or ‘including’ are to be construed without limitation.

  • 23.2.10 A reference to a time of day means that time of day in the place where the Office is located.

  • 23.2.11 A reference to a business day means a day other than a Saturday or Sunday on which banks are open for business generally in the place where the Office is located.

  • 23.2.12 Where a period of time is specified and dates from a given day or the day of an act or event it must be calculated exclusive of that day.

  • 23.2.13 A term of this document which has the effect of requiring anything to be done on or by a date which is not a business day must be interpreted as if it required it to be done on or by the next business day.

References to the constitution

  • 23.3 A reference to this document, where amended, means this document as so amended.

Replaceable rules

  • 23.4 Each of the provisions of the Corporations Act 2001 which would but for this clause apply to the Company as a replaceable rule within the meaning of the Corporations Act 2001 are displaced and do not apply to the Company.

Application of Corporations Act 2001 and Listing Rules

  • 23.5 The Corporations Act 2001 applies in relation to this document as if it was an instrument made under the Corporations Act 2001 as in force on the day when this document became the constitution of the Company.

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Constitution

  • 23.6 If the Company is admitted to the Official List of ASX, the following clauses apply:

  • 23.6.1 Notwithstanding anything contained in this document, if the Listing Rules prohibit an act being done, the act shall not be done.

  • 23.6.2 Nothing contained in this document prevents an act being done that the Listing Rules require to be done.

  • 23.6.3 If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

  • 23.6.4 If the Listing Rules require this document to contain a provision and it does not contain such a provision, this document is deemed to contain that provision.

  • 23.6.5 If the Listing Rules require this document not to contain a provision and it contains such a provision, this document is deemed not to contain that provision.

  • 23.6.6 If any provision of this document is or becomes inconsistent with the Listing Rules, this document is deemed not to contain that provision to the extent of the inconsistency.

Exercise of powers

  • 23.7 Except as specifically contemplated to the contrary in this document, the Company may, in any manner permitted by the Corporations Act 2001 exercise any power, take any action or engage in any conduct or procedure which under the Corporations Act 2001 a company limited by shares may exercise, take or engage in if authorised by its constitution.

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