ASTRON LIMITED

AUSTRALIAN SECURITIES COMMISSION CORPORATIONS LAW COMPANY LIMITED BY SHARES

ASTRON LIMITED (ACN 000 285 272)

MEMORANDUM AND ARTICLES OF ASSOCIATION

Adopted by Special Resolution on 12 December 1994 and amended by Special Resolution on 17 November 2011

PHILLIPS FOX Solicitors The Quadrant 1 William Street Perth 6000

AUTRALIAN SECURITIES COMMISSION CORPORATIONS LAW A COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION OF ASTRON LIMITED (ACN 285 272)

The name of the company is ASTRON LIMITED.
The amount of the share capital of the Company is FIVE HUNDRED MILLION DOLLARS ($500,000,000) divided into Twenty Five Thousand Million (2500,000,000) Shares of Twenty Cents ($0.20) each.
The liability of the members of the Company is limited.
The full names, addresses and occupation of the persons who subscribed the memorandum on 16 September 1959, and who were then the persons desirous of forming a company pursuant to the memorandum and who agreed to have the number of shared shown opposite the name of each, were as follows:

---------------------------------------------------------------------------------------------------	---------------------------------------------------------------------------------------------------
Names, Addresses and Descriptions	No. of Shares taken by each
of Subscribers	Subscriber
---------------------------------------------------------------------------------------------------
Norman Holdsworth	One
176 The Mall, Laura
Butcher
James Neville King	One
30 Eastern Avenue
Wollongong
Company Director
Mark Fairles Morton	One
Solicitor
“Illowra”
Nowra
Richard Alan Parsons	One
St Johns Avenue
Mangerton
Company Director
Henry Pedom	One
1 St Johns Avenue
Wollongong
Solicitor
Raymond Paul Truman	One
Chartered Accountant
19 Perth Avenue
East Lindfield
Henry David Wilson	One
Mark Street
Kiama
Hardware Retailer

CORPORATIONS LAW

A Company Limited by Shares

ARTICLES OF ASSOCIATION

of

ASTRON LIMITED (ACN 000 285 272)

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.1.1 Where commencing with a capital letter:

“CHESS Approved Securities” means securities of the Company for which CHESS approval has been given in accordance with the SCH business rules;

“CHESS Subregister” means that part of the Register that is administered by SCH and records uncertificated holdings of CHESS Approved Securities in accordance with the SCH business rules;

“Company” means Astron Limited, (ACN 000 285 272);

“Exchange” means that Australian Stock Exchange Limited;

“ FAST System” means the Flexible Accelerated Security Transfer System administered by the Australian Stock Exchange Limited;

“ Listing Rules” means the Listing Rules of the Australian Stock Exchange Limited from time to time in force and in respect of which compliance by the Company has not been waived by the Australian Stock Exchange Limited;

“ 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 Law;

“ Seal” means the common seal of the Company; and

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

1.1.2 Where a word or phrase is given a defined meaning any other part of speech or other grammatical form is respect of that word or phrase has a corresponding meaning.

1.2 References to sections and articles

A reference to:

(a) a section of the Corporations Law includes any amendment extension or re-enactment and any corresponding section for the time being in force; or
(b) these articles, where amended, means these articles as so amended.

1.3 Presumptions of Interpretation

Unless the context otherwise requires a word which denotes:

(a) the singular denotes the plural and vice versa;
(a) any gender denotes the other genders; and
(b) a person denotes an individual and a body corporate.

1.4 Table A excluded

The regulations contained in Table A of Schedule 1 of the Corporations Law do not apply to the Company.

1.5 Application of Corporations Law

1.5.1 Division 10 of Part 1.2 of the Corporations Law applies in relation to these articles as if they were an instrument made under the Corporations Law as in force on the day when these articles become binding on the Company.
1.5.2 Except so far as the contrary intention appears in these articles, an expression has, in a provision of these articles that deals with a matter dealt with by a particular provision of the Corporations Law, the same meaning as in that provision of the Corporations Law.

1.6 Headings and table of contents

Headings and the table of contents must be ignored in the interpretation of these articles.

1.7 References to and calculations of time

1.7.1 Unless the context otherwise requires a references to a time of day means that time of day in the state or territory in which the Office is situated.

1.7.2 For the purpose of determining the length of a period a reference to:
(a) a day means a period of time commencing at midnight and ending 24 hours later; and
(b) a month means a calendar month which is a period commencing at the beginning of a day of one of the 12 months of the year and ending immediately before the beginning of the corresponding day of the next month or, if there is no such corresponding day, ending at expiration of that next month.
1.7.3 Where a period of time is specified and is to be calculated before or after a given day, act or event it must be calculated without counting that day or the day of that act or event.
1.7.4 A provision of these articles, except that specifying the time for deposit of proxies with the Company, 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.

1.8 Business day

A reference to a business day means a day which is a business day under the Listing Rules.

1.9 Amended Legislation etc

In these articles, unless the context otherwise requires, a reference to any law, legislation, legislative provision or other rule made by any regulatory body includes any modification, amendment, re-enactment or replacement of them, and any subordinate legislation or regulations issued under that legislation or legislative provision, in either case whether before, on or after the date of these articles.

2. ISSUE OF SHARES

2.1 Power to issue shares

The shares in the Company may be issued only by the directors.

2.2 Permitted allottees

2.2.1 The directors may issue or otherwise dispose of shares to those persons, including Members, directors or employees of the company, determined by the directors.
2.2.2 Shares may be issued either at a premium, at par or, in accordance with the Corporations Law, at a discount and at the times determined by the directors.

2.3 Special rights

Shares may be issued with those preferred, deferred or other special rights or with those restrictions, whether with regard to dividend, voting, return of capital or otherwise as the directors determine.

2.4 Effect of allotment on class rights

The rights conferred on the holders of the shares of a class allotted with preferred rights are to be treated as varied by the allotment of further shares by the Company ranking equally with them or by the conversion of existing shares to rank equally or in priority to them.

2.5 Power to issue redeemable preference shares

Subject to the Corporations Law, preference shares may be issued on terms that they are, or that the option of the Company are liable, to be redeemed.

2.6 Commissions

2.6.1 The company may exercise the powers of paying commissions conferred by the Corporations Law if:
(a) the amount of proposed payment, or the rate at which the proposed payment is to be made, is disclosed in the manner required by the Corporations Law; and
(b) the commission does not exceed 10% of the price at which the shares in respect of which the commission is paid are issued.
2.6.2 Commission may be satisfied with the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other.
2.6.3 The Company may on any issue of shares also pay such brokerage as is lawful.

2.7 Trusts over shares

2.7.1 Except as required by law, no person is to be recognized by the Company as holding a share on trust.
2.7.2 Except as provided by these articles 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.

2.8 Entitlement to certificates

2.8.1 The directors 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 FAST System or the SCH business 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. The directors may at any time revoke a determination under the article.
2.8.2 The directors may permit a Member’s holding of shares to be held as an uncertificated holding under the FAST System or the SCH business rules and they must do so if the Listing Rules or the SCH business rules require that shares are to be held as uncertificated holdings.
2.8.3 Every member whose shares are not held as an uncertificated holding of shares is entitled without payment to receive a certificate under the Seal in respect of shares allotted, as required by the Corporations Law.
2.8.4 The directors may cancel without replacing a certificate for shares held by a Member whose shares are to be held as an uncertificated holding.
2.9 Issue of certificates to joint holders
2.9.1 The Company is not bound to issue more than one certificate or statement in respect of a share or shares held jointly by several persons.
2.9.2 Delivery of a certificate, transaction statement or a statement showing the balance of a holding to one of several joint holders is sufficient delivery to all those holders.

2.10 Rights and obligations of joint holders

2.10.1 The directors may from time to time determine the maximum number of joint holders, being at least 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.
2.10.2
If several persons are jointly entitled to a share or shares:
(a) 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 transfer document or the notice of death or bankruptcy given to the Company to establish those persons’ entitlement to the share or shares;

(b) 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 or shares in the Register;
(c) any one of those person may give effectual receipts for any dividend or return of capital payable to those persons; and
(d) those persons are jointly and severally liable to pay all calls, interest and other amounts in respect of the share or shares.

3. VARIATION OF CLASS RIGHTS

3.1 Form of consent

It at any time the share capital is divided into different classes of shares, 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:

(a) with the consent in writing of the holders of 75% of the issued shares of that class; or
(b) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.

3.2 Separate general meeting

The provisions of these articles relating to general meetings, with all necessary changes required by the context of this article, apply to every separate general meeting except that:

(a) 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; and
(b) any person qualified to be counted in a quorum may demand a poll.

4. ALTERATION OF CAPITAL

4.1 Alteration by resolution

The Company may by resolution alter the provisions of its memorandum to do any one or more of the following: -

(a) increase its share capital by the creation of new shares of the amount specified in the resolution;

(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(c) subdivide its shares or any of them into shares of smaller amount than is fixed by the memorandum but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each subdivided share is the same as it was in the case of the share from which the subdivided share is derived; or
(d) cancel shares that, at the date of the passing of the resolution to that effect, have not been taken or agreed to be taken by any person or that have been forfeited and by reducing the amount of its share capital by the amount of the shares so cancelled.

4.2 Reduction of capital

Subject to the Corporations Law, the Company may, by special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account.

4.3 Buy-back authorisation

4.3.1 The Company may, in accordance with the Corporations Law and the Listing Rules, buy ordinary shares in itself.
4.3.2 Article 4.3.1 ceases to have effect on the day 3 years after the later of:
(a) the date when that article first becomes binding on the Company; or
(b) the date when that article is last renewed by the company passing a special resolution for its renewal.

5. LIEN

5.1 Money secured by lien

5.1.1 The Company has a first and paramount lien on every share which is not fully paid and on all dividends payable in respect of that share and which is due and unpaid:
(a) for all money called or payable on allotment or at a fixed time in respect of that share; and
(b) for all money which the Company may be called on by law to pay in respect of the shares of a Member or a deceased Member.
5.1.2 The directors may exclude at any time by resolution a share either wholly or in part from the lien created under these articles.

5.2 Power of sale

5.2.1 The Company may sell, in any manner which the directors think fit, any shares on which the company has a lien.
5.2.2 A share on which the Company has a lien must not be sold unless:
(a) a sum in respect of which the lien exists is presently payable; and
(b) 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 to the share by reason of the Member’s death or bankruptcy a notice in writing of the Company’s intention to sell the share.
5.2.3 The notice must:
(a) state the amount, and demand payment, of the part of the amount in respect of which the lien exists as is presently payable; and
(b) comply with the requirements, if any, of the SCH business rules and the Listing Rules.
5.2.4 The Company may do all things necessary to give effect to the sale of those shares on which the Company has a lien, including authorise a director, Secretary or other person to effect a transfer of the shares sold in favour of the purchaser of the shares.
5.2.5 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 money.

5.3 Application of proceeds of sale

5.3.1 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.
5.3.2 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

6.1 Power to make calls

6.1.1 The directors may from time to time in accordance with these articles make calls on Members for any money unpaid on the Member’s shares (whether on

account of the nominal value of the shares or by way of premium) which is not by the conditions of allotment of the share made payable at fixed times.

6.1.2 The directors may, on the issue of shares, differentiate between holders as to the amount of calls to be paid and the times of payment.
6.1.3
The directors may require that a call be paid by instalments.
6.1.4 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.
6.1.5 The directors may at any time revoke or postpone a call.

6.2 Time of call

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

6.3 Notice of calls

A Member on whom a call is made must be given at least 10 business days’ notice specifying:

(a) the name of the Member;
(b) the number of shares held by the Member to whom the notice is given;
(c) the amount of the call;
(d) the due date for payment;
(e) the consequences of a failure to pay the call; and
(f) all matters required to be included in the notice by the Listing Rules.

6.4 Liability to pay calls

A member on whom a call is made in accordance with these articles must pay to the Company the amount called on his shares at the time or times and place specified.

6.5 Interest on unpaid calls

6.5.1 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 directors.

6.5.2 The directors may waive payment of interest, either wholly or in part on sums called but unpaid.

6.6 Sums payable on allotment or at a fixed date

6.6.1 Any sum which by the terms of issue of a share becomes payable on allotment or at a fixed date, whether on account of the nominal value of the share or by the way of premium, is for the purposes of these articles treated as a call duly made and payable on the date on which by the terms of issue the sum becomes payable.
6.6.2 In case of non-payment of a sum payable on allotment or at a fixed date, all the relevant provisions of these articles 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.

6.7 Advances of uncalled capital

6.7.1 The directors 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.
6.7.2 The directors may authorise the payment of interest on the whole or a part of an advance of uncalled capital 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.

7. TRANSFER OF SHARES

7.1 Form of transfer

7.1.1 A transfer of shares must be either:
(a) in writing in a usual form or in another form approved by the directors; or
(b) a proper SCH transfer for the purpose of the Corporations Law.
7.1.2 A transfer must be executed by or on behalf of the transferor and the transferee unless the transfer is either:
(a) a sufficient transfer of marketable securities for the purpose of the Corporations Law; or
(b) a proper SCH transfer for the purposes of the Corporations Law.

7.2 Effect of transfers

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.

7.3 Registration procedure

7.3.1 The document of transfer of shares that is not an SCH-regulated transfer must be left for registration at the Office, or at another place determined by the directors, accompanied by:
(a) the certificate for the shares to which it relates unless the transfer is of an uncertificated holding of shares under the FAST System; and
(b) evidence reasonably required by the directors to show the right of the transferor to make the transfer.
7.3.2 Except if these articles permit the directors to refuse registration, the directors must register the transferee as a Member and retain the document of transfer.
7.3.3 An SCH-regulated transfer must be effected by a proper SCH transfer and registered in accordance with the SCH business rules.

7.4 Directors power to refuse registration

The directors may refuse to register a transfer of shares that is not an SCHregulated transfer where the Listing Rules permit the Company so to do.

7.5 Circumstances where registration prohibited

7.5.1 The directors must refuse to register a transfer of shares that is not an SCHregulated transfer:
(a) if the Listing Rules require the Company so to do; or
(b) if the shares are classified under the Listing Rules or by the Exchange as vendor 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.
7.5.2 While article 7.8 is in operation, the directors must refuse to register a transfer of shares that are not entered on the CHESS Subregister where the transfer would give effect to a contract resulting from the acceptance of an offer made under a proportional takeover scheme described in section 635(b) of the Corporations Law unless and until a resolution to approve the takeover scheme is passed in accordance with article 7.8 .

7.6 Notification of refusal to register

If in exercise of their rights under these articles the directors refuse to register a transfer of a share, they must give written notice of the refusal to the person who lodged the transfer in accordance with the Listing Rules.

7.7 Closure of register

7.7.1 The registration of transfer of transfers of shares that are not CHESS Approved Securities may be suspended at those times and for those periods not exceeding in the whole 30 days in any year as the directors from time to time determine.
7.7.2 The Company must process proper SCH transfers affecting subregisters administered by the Company on all business days.

7.8 Takeover approval provisions

7.8.1
In this article:

“ Approving Resolution” means a resolution to approve a proportional takeover scheme.

7.8.2 If offers in respect of shares in the Company are made under a proportional takeover scheme the directors must ensure that an Approving Resolution is voted on in accordance with these articles more than 14 days before the end of the period during which the offers under the proportional takeover scheme remain open.
7.8.3 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 these articles and the Corporations Law.
7.8.4 The offeror under the proportional takeover scheme and any person who is associated with the offeror for the purposes of the Corporations Law must not vote on an Approving Resolution.
7.8.5 The persons entitled to vote on Approving Resolution are those persons, other than the offeror or an associate of the offeror, who, at the end of the day when the first offer was made under the proportional takeover scheme, held shares included in the class of shares in respect of which the offer under the takeover scheme was made.
7.8.6 Each person who is entitled to vote entitled to one vote for each share of that class held at the end of the day when the first offer was made.
7.8.7 An Approving Resolution is taken to be passed if the proportion that 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.

7.8.8 If an Approving Resolution is not voted on before the end of the day that is 15 days before the end of the period during which the offers under the proportional takeover scheme remain open, a resolution to approve the scheme is deemed to have been passed in accordance with these articles.
7.8.9 Articles 7.8.1 to 7.8.9 inclusive cease to have effect on the day 3 years after the later of:
(a) the date when those articles first became binding on the Company, or
(b) the date when those articles are last renewed by the company passing a special resolution for their renewal.

7.9 Sale of unmarketable shareholdings

7.9.1 In this article:

“ Appointment Date ” means the day after the end of the 42 day period specified in the notice given in accordance with this article 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 traded on the Exchange 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 article 7.9.2(c) ;

“ Terms of Sale” means the terms of sale of each Authorising Member’s shares set out in article 7.9.4 ;

“ 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;

7.9.2 If the directors propose to reduce or eliminate Unmarketable Holdings, they may give notice under this article to each Member with an Unmarketable Holding. The notice must comply with the requirements of the Listing Rules and the SCH Business Rules and must include statements to the effect that:
(a) the notice is given in accordance with this article;
(b) the company intends to sell Members’ Unmarketable Holdings;
(c) Members who desire to retain their share holdings must give notice of their desire to the Company within 42 days after the date of the notice; and

(d) a Member who does not give notice to the Company under this article 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 article.
7.9.3 Except if article 7.9.13 applies, only one notice under this clause may be given in each period of 12 months.
7.9.4 On the Appointment Date each Authorising Member is regarded as having irrevocably appointed the Company as the Member’s agent to sell all the Member’s Unmarketable Holding. The terms of appointment are that:
(a) 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;
(b) the purchase price must be not less than the Authorised Price;
(c) the Company may effect a transfer of the Authorising Member’s shares as attorney for the Authorising Member;
(d) the sale of 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 this article;
(e) 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;
(f) the purchase price must be payable in cash;
(g) the Company may receive the proceeds of sale to be dealt with in accordance with this article;
(h) 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;
(i) 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; and
(j) 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 this article must be determined by the auditor of the Company acting as an expert and not an arbitrator.

7.9.5 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.
7.9.6 The Company must not sell the shares of a Member who gives notice to the Company in accordance with article 7.9.2(c) .
7.9.7 If all the Shares of 2 or more Authorising Members are sold to one purchaser the transfer may be effected by one transfer document.
7.9.8 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:
(a) the later of receipt of the proceeds of sale or receipt of the share certificates for the shares from the Authorising Member; or
(b) receipt of the proceeds of sale of an uncertificated holding.
7.9.9 If an Authorising Member’s whereabouts are unknown or if an Authorising Member fails to deliver the share certificate or certificates relating to the shares sold, the proceeds of sale must be applied in accordance with the applicable laws dealings with unclaimed moneys.
7.9.10 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 the regularity of the actions and proceedings of the Company under this article or the application of the proceeds of sale.
7.9.11 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.
7.9.12 The directors may not give a notice to Members under this article during the takeover period under a takeover scheme or takeover announcement.
7.9.13 If a takeover offer or takeover announcement is made after the giving of notice to Members under this article and before the sale of an Unmarketable Holding:
(a) the authority of the Company to sell that Unmarketable Holding terminates; and
(b) after the end of the takeover period a further notice under this article may be given to all Members who then hold Unmarketable Holdings.

8. TRANSMISSION OF SHARES

8.1 Recognised interests

8.1.1 In case of the death of a Member the survivor or survivors where the deceased was a joint holder and the legal personal representatives of the deceased where he was a sole holder, are the only persons who may be recognised by the Company as having title to the deceased Member’s interest in the shares.
8.1.2 Nothing in these articles 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.

8.2 Transmission

8.2.1 Subject to the Bankruptcy Act, 1966, a person becoming entitled to a share in consequence of the death or bankruptcy of a Member may either:
(a) give the Company a notice in writing signed by the person entitled electing to be registered as the holder of the share; or
(b) effect a transfer of the share in favour of a person nominated by the person entitled as the transferee of the share.
8.2.2 The directors are not required to register a transmission notice or transfer under this article unless the applicant produces to the Company the evidence properly required by the directors to establish the entitlement of the applicant to be registered or to transfer the share.

8.3 Restrictions on transfer

All the limitations, restrictions and provisions of these articles relating to the right to transfer, and the registration of transfer of, shares apply to a notice or transfer following the death or bankruptcy of a Member as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by that Member.

8.4 Rights of personal representatives

8.4.1 If a Member dies or becomes bankrupt, his personal representative or the trustee of his estate is, on the production of the evidence properly required by the directors, entitled to the same dividends and other advantages and to the same rights (whether in relation to meetings of the Company, or to voting, or otherwise) as the Member would have been entitled to if he had not died or become bankrupt.

8.4.2 Where 2 or more persons are jointly entitled to a share in consequence of the death of a Member they are, for the purposes of these articles, treated as joint holders of the share.

9. FORFEITURE OF SHARES

9.1 Notice of default

9.1.1 If a Member fails to pay a call or instalment of a call on the day when it is due for payment, the directors 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.
9.1.2 The notice must:
(a) 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;
(b) 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; and
(c) comply with the requirements, if any, of the SCH business rules and the Listing Rules.

9.2 Forfeiture

9.2.1 If the requirements of a notice relating to forfeiture given under these articles are not complied with, any share in respect of which the notice has been given may be forfeited by a resolution of the directors to that effect at any time before the payment required by the notice has been made.
9.2.2 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 subregister.
9.2.3 A forfeiture includes all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
9.2.4 Before a sale or disposition of a forfeited share the directors may annul the forfeiture on terms determined by the directors.

9.3 Sale of forfeited shares

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

directors in accordance with the Corporations Law, the SCH business rules and the Listing Rules.

9.4 Transfer and consideration

9.4.1 The Company may receive the consideration, if any, given for a forfeited share on any sale or disposition of the shared and may effect a transfer of the share in favour of the transferee.
9.4.2 The Company must give effect to the transfer document and register the transferee as the holder of the share. The transferee is not bound to see to the application of any money paid as consideration.
9.4.3 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.

9.5 Liability of former Member

9.5.1 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.
9.5.2 The money which the former Member is liable to pay to the Company and which may be recovered at the discretion of the directions includes:
(a) interest on the money for the time being unpaid; and
(b) the expenses incurred by the Company in respect of the forfeiture and sale of the shares.
9.5.3 The liability of a defaulting Member ceases if and when the Company receives payment in full of all the money which the defaulting Member liable to pay.

9.6 Statement of forfeiture

A statement in writing declaring that the person making the statement is a director or secretary of the Company, 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.

9.7 Non payment of other sums

The provisions of these articles as to forfeiture apply in the case of nonpayment of a sum that, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by virtue of premium, as if that sum had been payable by virtue of a call duly made and notified.

10. GENERAL MEETING

10.1 Voting qualification time

10.1.1 Except as stated in article 10.1.5 , in these articles:

“Voting Qualification Time” in relation to a general meeting means:

(a) if a determination is made by the convenor of a meeting under article 10.1.2 , the time specified in that determination; or
(b) 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 article by determination of the directors.
10.1.2 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.
10.1.3 A determination of a specified time before the meeting must be made before notice of the meeting is given.
10.1.4 The specified time must be not more than 48 hours before the meeting.
10.1.5 Before the ordinary shares of the Company are CHESS Approved Securities:
(a) the preceding clauses of this article do not operate; and
(b) the Voting Qualification Time in relation to a general meeting is the time of commencement of the general meeting.

10.2 Convening of meetings by directors

The directors may convene a general meeting at any time.

10.3 Directors attendance at general meeting

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

10.4 Notice of general meeting

10.4.1 A notice of a general meeting must specify the place, the day, the hour of meeting and the general nature of the business to be transacted.

10.4.2 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.

10.5 Quorum at general meetings

10.5.1 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.
10.5.2 Except as otherwise set out in these articles, 3 Members present is a quorum.
10.5.3 If a quorum is not present within half an hour from the time appointed for the meeting or a longer period allowed by the chairman:
(a) and if the meeting was convened by or on the requisition of Members, it must be dissolved; or
(b) 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 directors.

10.6 Quorum at adjourned general meetings

At the adjourned meeting 2 Members present is a quorum but if a quorum is not present within half an hour after the time appointed for the meeting, the meeting must be dissolved.

10.7 Representatives of Members

10.7.1 At meetings of Members or classes of Members each Member entitled to vote may vote in person or by proxy or by attorney:
10.7.2 A person attending as a proxy, as the attorney of a Member, or as representing a corporation which is a Member is to be treated as a Member for the purposes of:
(a) determining whether a quorum is present; and
(b) demanding a poll.

10.8 Appointment chairman

10.8.1 If the directors have elected one of their number as chairman of their meetings, that person is entitled to preside as chairman at every general meeting.
10.8.2 The directors present at a general meeting must elect one of their number to be chairman of the meeting if:

(a) a director has not been elected as chairman of directors meetings; or
(b) the chairman is not present within 15 minutes after the time appointed for the holding of the meeting or he is unwilling to act.
10.8.3 The Members present at a general meeting must elect one of their number to be chairman of the meeting if:
(a) there are no directors present within 15 minutes after the time appointed for the holding of the meeting; or
(b) all directors present decline to take the chair.

10.9 Chairman’s powers

Subject to the terms of these articles dealing with adjournment of meetings, the chairman’s ruling 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 chairman may be accepted.

10.10 Adjournment of meetings

10.10.1 The chairman 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.
10.10.2 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.
10.10.3 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.
10.10.4 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.

10.11 Voting on show of hands

10.11.1 At a general meeting resolution put to the vote of the meeting must be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded.
10.11.2 If a poll is not duly demanded, a declaration by the chairman 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.

10.12 Demand for a poll

10.12.1 A poll may be demanded by:
(a) the chairman;
(b) any 3 Members who have the right to vote at the meeting;
(c) any Member or Members representing not less than 10% of the total voting rights of all the Members having the right to vote at the meeting; or
(d) a Member of Members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 10% of the total sum paid up on all the shares conferring that right.
10.12.2

The demand for a poll may be withdrawn.

10.12.3 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.
10.12.4 If a poll is duly demanded, it must be taken in the manner and, except as to the election of a chairman or on a question of adjournment, either at once or after an interval or adjournment or otherwise as the chairman directs. The result of the poll is the resolution of the meeting at which the poll is demanded.
10.12.5 A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately.

10.13 Voting rights of Members

10.13.1 Subject to the rights or restrictions 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 is the representative of a corporation who was a Member at the time has one vote.
10.13.2 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:
(a) one vote for each fully paid share that person held at that time;
(b) 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 share; and NV is the nominal value of the partly share plus any premium paid or payable on that share.

10.13.3 A Member is not entitled to cast a vote in respect of shares which are classified under the Listing Rules or by the Home Exchange as vendor securities while there subsists a breach of an escrow agreement entered into by the Company in respected of the shares.

10.14 Joint shareholders’ vote

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.

10.15 Persons representing Members of unsound mind

If a Member is of unsound mind or is a person whose estate is liable to be dealt with in any way under the law relating to mental health, the committee or trustee of that Member or another person who properly has the management of the Member’s estate may exercise the rights of the Member in relation to a general meeting as if the committee, trustee or other person is the Member.

10.16 Voting rights where calls unpaid

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

10.17 Chairman’s vote at general meetings

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

10.18 Objections to voter qualification

10.18.1 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.
10.18.2 An objection to the qualification of a voter must be referred to the chairman of the meeting, whose decision is final.

10.18.3 A vote not disallowed according to an objection as provided in these articles is valid for all purposes.

11. PROXIES

11.1 Appointment of proxies

11.1.1 A document appointing a proxy must be in writing, signed:
(a) by the appointer or the attorney of the appointor duly authorised in writing; or
(b) if the appointor is a corporation, either under seal or by an officer or attorney of the appointer duly authorised in writing:
11.1.2 A proxy need not be a Member

11.2 Form of proxy

A document appointing a proxy must be in the following form in a form that is as similar to the following form as the circumstances allow or in another common form approved by the directors:

I/We,

__________ of
______________
being a Member/Members of the company, appoint
____ of
__________or, in his absence,
for me/us on my/our behalf at the annual general/ general meetingof the
company, to be held on the __ day of __19____and at any
adjournment of the meeting.

This form is to be used in favour of/against the resolution.

Signed this ___ day of _____19

Strike out whichever is not desired.
** To be inserted if desired.

11.3 Authority of proxies

11.3.1 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.

11.3.2 A proxy may vote on a show of hands but a person holding a proxy for more than one Member has only one vote.
11.3.3 A document appointing a proxy confers authority to demand or join in demanding a poll.
11.3.4 Except as expressly provided by the document 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 Law or by these articles and to a resolution being proposed and passed as a special resolution at a meeting of which less than 21 days notice has been given.

11.4 Verification of proxies

11.4.1 Before the time for holding the meeting or adjourned meeting at which a proxy purposes to vote, there must be deposited with the Company:
(a) the document appointing the proxy; and
(b) the power of attorney or other authority (if any) under which the document is signed or notarially certified copy of that power or authority.
11.4.2 Those documents must be deposited at the Office, or at another place specified for that purpose in the notice convening the meeting not less than 48 hours before:
(a) the time for holding the meeting or adjourned meeting; or
(b) In the case of a poll; the time appointed for the taking of the poll.

11.5 Validity of proxies

A proxy document is invalid if it is not deposited or produced prior to a meeting or a vote being taken as required by these articles.

11.6 Revocation of appointment of proxy

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:

(a) the previous death or unsoundness of mind of the principal;
(b) the revocation of the instrument or of the authority under which the instrument was executed; or

12. APPOINTMENT AND RETIREMENT OF DIRECTORS

12.1 First directors

The first directors must be appointed by the subscribers to the memorandum.

12.2 Number of directors

12.2.1 Until otherwise determined in accordance with these articles, the number of directors must not be less than 3 nor more than 7.
12.2.2 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.
12.2.3 Alternate and associate directors are not to be treated as directors for the purpose of determining the minimum or maximum number of directors holding office.

12.3 Nomination of directors

12.3.1 A person other than a director who retires by rotation or who ceases to be a director in accordance with article 12.7 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 article.
12.3.2 A notice of nomination of a person to be a director is:
(a) a statement that the person is, or is nominated as, a candidate for election as a director, signed by the person or a Member; and
(b) A written consent by the person to act as a director of the Company.
12.3.3 A notice of nomination must be given to the Company not later than the last date for nomination fixed in accordance with this article.
12.3.4 The last date for the nomination of persons for election as directors at a general meeting is:
(a) 28 days before the date of the general meeting; or
(b) a later 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 directors.

12.3.5 A director who retires by rotation at a general meeting or who ceases to be a director at a general meeting in accordance with article 12.7 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.

12.4 Appointment of directors

12.4.1 At a meeting at which a director retires, the Company may by resolution fill the vacated office by electing a person to that office.
12.4.2 A retiring director who offers to be re-elected at a general meeting is reappointed to the office of director with effect from the end of that meeting if:
(a) the vacated office is not filled by the election of a director at the meeting; and
(b) the director is not disqualified under the Corporations Law from holding office as a director,

unless at that general meeting:

(c) it is expressly resolved not to fill the vacated office; or
(d) a resolution for the re-election of that director is put and lost.

12.5 Retirement of directors

12.5.1 At each annual general meeting of the Company the following directors must retire from office:
(a) 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; and
(b) any other director, except a managing director, who has been in office for 3 years or more since that director’s election or last reelection as a director.
12.5.2 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.
12.5.3 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.

12.5.4 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:
(a) the time of giving the notice to the Company; or
(b) the expiration of the period, if any, specified in the notice.

12.6 Share qualification

A director or alternate director is not required to hold a share in order to hold office as a director or alternative director.

12.7 Casual vacancies

12.7.1 The directors 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 these articles.
12.7.2 A director appointed under this article:
(a) holds office only until the next general meeting after the appointment and is then eligible for re-election; and
(b) must not be taken into account in determining the directors who are to retire by rotation at that general meeting.

12.8 Removal from office

12.8.1 The Company may by ordinary resolution remove a director from office and may by ordinary resolution appoint another person as a replacement.
12.8.2 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.

12.9 Vacation of office

In addition to the circumstances in which the office of a director becomes vacant by virtue of the Corporations Law or another provision of these articles, the office of director becomes vacant if the director:

(a) become an insolvent under administration;
(b) becomes of unsound mind or a person whose persons or estate is liable to be dealt with in any way under the law relating to mental health;

(c) is absent without the consent of the directors from the meetings of the directors held during a continuous period of 6 months and the board resolves that the office of that director be vacated; or
(d) becomes prohibited from being a director by reason of an order made under the Corporations Law.

13. DIRECTORS’ FEES

13.1 Directors’ Fees

13.1.1 The directors must be paid by way of fees for their services the aggregate sum determined from time to time by the Company in general meeting.
13.1.2 The aggregate sum must be divided among the directors in the proportions and in the manner from time to time agreed by the directors. If they do not agree it must be divided equally.
13.1.3 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 a percentage of profits or operating revenue.
13.1.4

Directors’ fees accrue from day to day.

13.1.5 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.

13.2 Payment for expenses

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 directors or any committee of the directors or general meetings or otherwise in the execution of their duties and directors.

13.3 Payment for extra services

13.3.1 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 his ordinary duties may be paid in addition to his directors’ fees.
13.3.2 Any additional amount may be paid:
(a) either by fixed sum or salary determined by the directors; and
(b) either in addition to or in substation for the fees otherwise payable to the director.

13.4 Payments to former directors

Subject to the Corporations Law, the directors may determine that the Company:

(a) 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
(b) make contributions to any fund and pay any premiums for the purchase or provision of that gratuity, pension or allowance.

14. POWERS AND DUTIES OF DIRECTORS

14.1 Management of Company

14.1.1 The business of the Company is to be managed by the directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all those powers of the Company as are not, by the Corporations Law or by these articles, required to be exercised by the Company in general meeting.
14.1.2 Without limiting the powers of management conferred on the directors by any other provision of these articles, the directors may exercise all the powers of the Company to:
(a) borrow money;
(b) mortgage or charge any proper or business of the Company or all or any of its uncalled capital;
(c) issue debentures; and
(d) give any other security for any debt, liability or obligation of the Company or of any other person.

14.2 Attorneys

14.2.1 The directors may from time to time by power of attorney appoint a corporation, firm, or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Company.
14.2.2 The attorney may be granted all powers, authorities, and discretions (not exceeding those vested in or exercisable by the directors under these articles) for the period and subject to the conditions which the directors think fit.
14.2.3 A power of attorney may contain any provisions for the protection and convenience of persons dealing with the attorney to delegate all or any of the

powers, authorities, and discretions vested in him under the power of attorney.

14.3 Cheques

All cheques, promissory notes, bankers drafts, bills of exchange, and other negotiable instruments, and all receipts for money paid to the Company, must be signed, drawn, accepted, endorsed, or otherwise executed by 2 directors or in another manner from time to time determined by the directors.

14.4 Disposal of main undertaking

The directors must not authorise a disposal of, or an agreement to dispose of, the Company’s main undertaking unless:

(a) the Company has by resolution in general meeting authorised the disposal; or
(b) the agreement is subject to ratification by the Company in general meeting.

15. PROCEEDINGS OF DIRECTORS

15.1 Convening of directors’ meetings

A director may at any time, and a Secretary must on the requisition of a director, convene a meeting of the directors.

15.2 Mode of meeting for directors

15.2.1 The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.
15.2.2 The directors are to be treated as present together when in communication by telephone or other means of audio or audio visual communication if each of the directors participating in the communication is able to hear each of the other participating directors.

15.3 Quorum at directors’ meetings

15.3.1 At a meeting of directors, the number of directors whose presence is necessary to constitute a quorum is 2 or another number determined by the directors.
15.3.2 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.

15.4 Voting at directors’ meetings

Questions arising at a meeting of directors must be decided by a majority of votes of directors present and voting. A decision of the majority is for all purposes a decision of the directors.

15.5 Appointment of chairman of directors

15.5.1 The directors may elect a chairman of their meetings and determine the period for which the person elected is to hold office.
15.5.2 If a chairman has not been elected, or if at any meeting the chairman 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 be chairman of the meeting.

15.6 Chairman’s vote at directors meetings

15.6.1 The chairman does not have a casting vote:
(a) at a meeting of directors at which only 2 directors are present; or
(b) on the vote on a question to be decided on which only 2 directors are competent to vote.
15.6.2 In all other cases of an equality of votes, the chairman of the meeting has a casting vote in addition to the chairman’s deliberative vote as a director.

15.7 Director’s contracts

15.7.1 If a director is interested in a contract or proposed contract with the Company and any financial benefit to the director under the contract is authorised by the Corporations Law:
(a) the director is not disqualified by holding office as director from contracting or entering into any arrangement with the Company, whether as vendor, purchaser or otherwise;
(b) a contract or arrangement entered into by or on behalf of the Company in which the director is in any way, whether directly or indirectly, interested, is not liable to be avoided; and
(c) the director is not liable to account to the company for a profit realised from that contract or arrangement by reason of the director holding that office.
15.7.2 A director and a firm in which the director is interested may act in a professional capacity for the Company. The director and that firm are

entitled to remuneration for professional services as if the director was not a director of the Company.

15.7.3 Nothing in this article authorises a director or a firm in which the director is interested to act as auditor of the Company.

15.8 Directors holding office of profit

A director may hold any other office or place of profit under the Company (except that of auditor) in conjunction with the office of director for the period and on the terms as to remuneration and otherwise as the directors may determine.

15.9 Participation where directors interested

15.9.1 A director who has a material personal interest in a matter that is being considered at a meeting of directors must not:
(a) be present while the matter is being considered at the meeting;
(b) be present during the consideration of a proposed resolution of a kind referred to in article 15.9.3 in relation to the matter, whether in relation to that or another director; or
(c) vote in respect of that matter or that proposed resolution.
15.9.2 Despite article 15.9.1 , a director may be present and may vote on a matter if the director’s interest is held:
(a) as a member of the company; and
(b) in common with the other members of the company.
15.9.3 Despite article 15.9.1, a director may be present and, unless prohibited from voting by the Listing Rules, may vote on a matter if the board of directors has at any time passed a resolution that:
(a) specifies the director, the interest and the matter, and
(b) states that the directors voting for the resolution are satisfied that the interest should not disqualify the director from considering and voting on the matter.
15.9.4 A quorum is not present during the consideration of a matter at a meeting of directors unless at least 2 directors are present who are entitled to vote on any motion that may be moved at the meeting in relation to the matter.
15.9.5 Despite articles 15.9.4 and 15.9.1, a director may be counted in the quorum and may vote on a resolution proposed by a person other than the director if:

(a) the resolution is in connection with a general meeting of the company dealing with the matter; and
(b) subsection 232A(4) of the Corporations Law would prevent the proposed resolution from being considered.
15.9.6 A director may attest the affixing of the Seal to a contract or arrangement entered into by the director or in which the director is, directly or indirectly, interested.
15.9.7 While Listing Rule 3L(6) is in force, a material personal interest of a director also includes an interest that is a material interest under that Rule.

15.10 Delegation of powers to committee

15.10.1 The directors may delegate any of their powers to committees consisting of directors or other persons as they think fit to act in Australia or elsewhere.
15.10.2 The exercise of a power by a committee in accordance with these articles is to be treated as the exercise of that power by the directors.
15.10.3 In the exercise of any powers delegated to it, a committee formed by the directors must conform to the directions of the directors.

15.11 Proceedings of committees

Except as provided in a direction of the directors, the meetings and proceedings of a committee formed by the directors must be governed by the provisions of these articles, in so far as they are applicable, as if meetings and proceedings of the committee are meetings and proceedings of the directors.

15.12 Validity of acts of directors

All acts done by a meeting of the directors or of a committee of directors 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.

15.13 Minutes

15.13.1 The directors must cause minutes of all proceedings of general meetings, of meetings of the directors and of committees formed by the directors to be entered, within one month after the relevant meeting is held, in books kept for the purpose.

15.13.2 The directors must cause all minutes, except resolutions in writing treated as determinations of the directors, to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting.

15.14 Resolution in writing

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 directors passed at a meeting of the directors duly convened and held.

15.15 Form of resolution in writing

15.15.1 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.
15.15.2 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.
15.15.3 In relation to a resolution in writing:
(a) a document generated by electronic means which purports to be a facsimile of a resolution of directors is to be treated as a resolution in writing; and
(b) a document bearing a facsimile of a signature is to be treated as signed.

16. MANAGING AND EXECUTIVE DIRECTORS

16.1 Appointment of managing director

16.1.1 The directors may appoint one or more of their number to the office of managing director or any other office or employment under the Company (other than auditor) for the period (but not for life) and on the terms that they think fit.
16.1.2 A director appointed to an office other than that of managing director is referred to in these articles as an executive director.
16.1.3 Subject to the terms of an agreement entered into between the Company and the managing director or executive director, the directors may remove or dismiss at any time a managing director or executive director from office.

16.2 Termination of appointment of managing director

16.2.1 A managing director’s or executive director’s appointment automatically terminates if the managing director or executive director ceases to be a director.
16.2.2 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.
16.2.3 An executive director is subject to retirement by rotation.

16.3 Remuneration of managing director

16.3.1 Subject to the terms of any agreement entered into between the Company and a managing director or executive director, that managing directors or executive director is entitled to receive the remuneration determined by the directors.
16.3.2 The remuneration of a managing or 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 directors.
16.3.3 The remuneration of a managing or executive director must not include a commission on or percentage of operating revenue.

16.4 Powers of managing director

16.4.1 The directors may entrust to and confer on a managing director or executive director any of the powers exercisable by them on the terms and conditions and with the restrictions determined by the directors.
16.4.2 The powers conferred on a managing director or executive director may be conferred on terms that they are to be exercised either concurrently with or to the exclusion of the directors own powers.
16.4.3 The directors may revoke, withdraw, alter, or vary from time to time all or any of the powers of a managing director or executive director.

17. ALTERNATE AND ASSOCIATE DIRECTORS

17.1 Appointment of alternate directors

A director, with the approval of the other directors, may appoint a person, whether a member of the company or not, to be an alternate director in the director’s place during those periods when the director is unable to act.

17.2 Powers of alternate director

17.2.1 An alternate director is subject in all respects to the terms and conditions applying to the other directors except:
(a) for the provisions of these articles relating to the election of directors, their remuneration and the power to appoint an alternate director; and
(b) as expressly provided in these articles.
17.2.2 An alternate director is entitled to:
(a) perform all the duties of a director while the director who appointed the alternate director is not exercising or performing them;
(b) receive notice of meetings of the directors; and
(c) attend and vote at meetings of the directors if the director who appointed the alternate director is not present.

17.3 Termination of appointment of alternate directors

The appointment of an alternate director is immediately terminated if:

(a) the director who appointed the alternate director ceases for any reason to be a director;
(b) the director who appointed the alternate director gives notice of termination of the appointment to the Company; or
(c) the directors resolve to terminate the appointment after giving 7 days’ notice of intention to remove the alternate director to the director who appointed the alternate director.

17.4 Associate directors

17.4.1 The directors may from time to time appoint a person to be an associate director and may terminate that appointment.
17.4.2 The directors may determine and vary the powers duties and remuneration of a person appointed as an associate director.
17.4.3 An associate director is subject in all respects to the terms and conditions applicable to the other directors except:
(a) for the provision of these articles relating to the election of directors and their remuneration;

(b) as provided in the terms of the associate director’s appointment; and
(c) as expressly provided in these articles.
17.4.4 An associate director is not entitled to receive notices of meetings of directors nor to attend or vote at any meetings of directors except by the invitation and with the consent of the directors.

18. SECRETARY

18.1 Terms of appointment of secretaries

The directors may appoint one or more Secretaries and may at any time terminate the appointment or appointments.

18.2 Terms of appointment of secretaries

The directors may determine the terms and conditions of appointment of a Secretary, including remuneration.

18.3 Secretaries may act separately

Any one of the Secretaries may carry out any act or deed required by these articles, the Corporations Law or by any other statute to be carried out by the secretary of the Company.

19. SEAL

19.1 Custody of Seal

The directors must provide for the safe custody of the Seal.

19.2 Affixing the Seal

19.2.1 The Seal may be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.
19.2.2 Every document to which the seal is affixed must be signed by a director and countersigned by either:
(a) the Secretary;
(b) a second director; or
(c) another person appointed by the directors to countersign that document or a class of documents in which that document is included.

19.3 Official Seal

19.3.1 The Company may have for use in place of the Seal outside the jurisdiction where the Seal is kept one or more official seals, each of which must be a facsimile of the Seal with the addition on its face of the name of every place where it is to be used.
19.3.2 The directors may from time to time appoint persons to affix an official seal and to sign and countersign a document to which the official seal is affixed.
19.3.3
A person affixing the official seal must:
(a) certify in wiring on the document to which it is affixed the date on which and the place at which it is affixed; and
(b) sign the certification.

19.4 Share seal

19.4.1 The Company may have a duplicate common seal which must be a facsimile 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.
19.4.2 Certificate 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 these articles to sign and countersign the affixing of the Seal. A certificate so issued is to be taken as sealed with the Seal.

20. DIVIDENDS AND RESERVES

20.1 Declaration of dividends

The Company in general meeting may declare a dividend if, and only if, the directors have recommended a dividend. A dividend must not exceed the amount recommended by the directors.

20.2 Interim dividends

The directors may from time to time pay to the Members those interim dividends as appear to the directors to be justified by the profits of the Company.

20.3 Source of dividends

No dividend may be payable except out of profits or according to section 191(2) of the Corporations Law.

20.4 Interest

Interest is not payable by the Company in respect of a dividend.

20.5 Reserves

20.5.1 Before recommending a dividend, the directors may set aside out of the profits of the Company those sums which they think proper as reserves to be applied, at the discretion of the directors, for any purpose for which the profits of the Company may be properly applied.
20.5.2 Pending an application, at the discretion of the directors, the reserves may either be employed in the business of the Company or be invested in those investments which the directors think fit.
20.5.3 The directors may carry forward the profits which they consider ought not to be distributed as dividends without transferring those profits to reserve.
20.6 Entitlements to dividends
20.6.1 Subject to the rights of persons, if any, entitled to shares with special rights to dividend, all dividends must be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid.
20.6.2 However, if partly paid shares are offered to all Members in proportion to their existing holdings of ordinary shares, the terms of issue of the partly paid shares may confer on each of those shares the same dividend entitlements as are conferred on fully paid shares.
20.6.3 All dividends must be declared and paid on shares in proportion to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid. However, 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.
20.6.4 An amount paid or credited as paid on a share in advance of a call must not be treated for the purposes of this article as paid or credited as paid on the share.
20.6.5 Shares which are classified under the Listing Rules or by the Exchange as vendor securities do not confer a right to receive dividends on the holders of those shares while there subsists a breach of an escrow agreement entered into by the Company in respect of the shares.

20.7 Amounts due by Member

The directors 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.

20.8 Payment of dividends by transfer of property

When declaring a dividend the directors may direct payment of the dividend wholly or partly by the distribution of specific assets, including paid up shares in, or debentures of, another corporation.

20.9 Settlement of differences

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

(a) fix the value for distribution of those specific assets or any part of them;
(b) determine that cash payments are to be made to any Members on the footing of the value so fixed in order to adjust the rights of all parties; and
(c) vest any of those specific assets in trustees as the directors consider expedient.

20.10 Payment of dividends in cash

20.10.1 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:
(a) 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; or
(b) the address which the holder or joint holders direct in writing as the address for payment of dividends.
20.10.2 Every cheque or draft for moneys referred to in this article must be made payable to the person to whom it is sent and may be made payable to bearer.
20.10.3 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.

20.11 Dividend reinvestment

The directors 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 and conditions determined by the directors.

20.12 Dividend or fully paid bonus share election

20.12.1 The directors may establish a scheme under which Members or a class of Members have the option to elect to forego the right to receive dividends payable in cash in respect of any shares or classes of shares and to receive instead an issue of shares in the Company credited as fully paid.
20.12.2 When establishing a Bonus Share Scheme the directors must determine the Scheme Rules. The directors at any time may amend, add to or revoke the Scheme Rules.
20.12.3 The Scheme Rules may:
(a) permit Members to participate in the Bonus Share Scheme either in relation to a proposed dividend of the Company or in relation to all dividends to which the Members would be entitled while the election is in force; and
(b) Permit the directors to determine a limit on the proportion of the dividends payable on any shares or class of shares the subject of an election.
20.12.4 The Scheme Rules must specify the method of calculation of the number of shares to be allotted to Members in substitution for the dividends that would be payable in cash on Participating Shares if an election was not made in respect of those shares.
20.12.5 An election to participate in a Bonus Share Scheme must be made by the Member giving notice in writing to the Company. A notice of election must:
(a) be given within the time specified by the directors;
(b) be in a form specified in the Scheme Rules; and
(c) specify the shares held by the Member in respect of which the election is made.
20.12.6 A notice of election to participate in a Bonus Share Scheme may be withdrawn in the manner specified in the Scheme Rules.
20.12.7 While an election is in force in respect of Participating Shares:
(a) dividends may not be declared or paid in cash on the Participating Shares in excess of the Cash Entitlement; and
(b) dividends in excess of the Cash Entitlement on the Participating Shares may be declared and satisfied only by the directors resolving to capitalise an amount standing to the credit of the share premium account and by applying that amount in paying up in full unissued

shares to be allotted to Members holding the Participating Shares, in accordance with the Scheme Rules.

20.12.8 An election is of no effect to the extent that the Company has insufficient unissued share capital or reserves to lawfully give effect to the election.
20.12.9 The powers given to the directors by this article are additional to the provisions for capitalisation of profits and reserves provided by these articles.
20.12.10 In this article:

“ Bonus Share Scheme” means a scheme established by the directors under article 20.12.1; and

“ Cash Entitlement” means the proportion, if any, of a dividend payable on a Participating Share which the directors determine is to be payable in cash; “ Participating Shares” means the shares specified in a notice of election to participate in a Bonus Share Scheme as the shares in respect of which the election is made;

“ Scheme Rules” means the terms and conditions upon which Members may participate in a Bonus Share Scheme.

21. CAPITALISATION OF PROFITS

21.1 Authority to capitalise profits

21.1.1 The Company in general meeting may direct by resolution that the whole or a part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account or otherwise available for distribution be capitalised and applied in a manner permitted by these articles.
21.1.2 The Company may not pass a resolution directing that an amount be capitalised and applied in a particular manner unless the resolution has been recommended by the directors.
21.1.3 The directors must do all things necessary to give effect to a resolution of the Company under this article.

21.2 Application of capitalised sum

21.2.1 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.
21.2.2 A sum capitalised may be applied for the benefit of Members by:

(a) paying up those amounts for the time being unpaid on shares held by Members;
(b) paying up in full unissued shares or debentures of the Company to be allotted to Members as fully paid; or
(c) paying partly as mentioned in paragraph (a) and partly as mentioned in paragraph (b).

21.3 Share premium and other reserves

In exercising the power conferred by these articles to capitalise a sum:

(a) a share premium account may be applied only in the paying up of unissued shares to be issued to Members as fully paid bonus shares or by paying up in whole or in part the balance unpaid on shares previously issued to Members; and
(b) a capital redemption reserve fund may be applied only in the paying up of unissued shares to be issued to Members as fully paid bonus shares.

21.4 Appropriations and adjustments

21.4.1 To the extent necessary to adjust the rights of Members among themselves, the directors may issue fractional certificates or make cash payments in cases where shares or debentures become issuable in fractions.
21.4.2 The directors may also authorise a person to make, on behalf of all the Members entitled to any further shares or debentures upon the capitalisation, an agreement with the Company requiring the application of their respective proportions of the profits resolved to be capitalised for:
(a) the issue to them, credited as fully paid up, of any of the further shares or debentures to which they may be entitled; or
(b) the payment up of the amounts or any part of the amounts remaining unpaid on their existing shares.
21.4.3 The agreement made on behalf of Members by an authorised person is binding on all Members concerned.

22. NOTICES

22.1 Method of giving notices

22.1.1 A notice may be given by the Company to a Members by:
(a) delivering it to the address of the Member; or

(b) sending it by prepaid ordinary post (airmail if outside Australia) to the address of the Member.
22.1.2 All notices sent by post outside Australia must be sent by prepaid airmail post.
22.1.3 The signature on a notice given by the Company may be written, printed or stamped.

22.2 Notices to joint holders

A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first named in the Register in respect of the share.

22.3 Address for giving notices

22.3.1 The address of a Member is:
(a) the address of the Member shown in the Register; or
(b) the address which the Member may specify by written notice to the Company as an additional address at which notices may be given to the Member.
22.3.2 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.

22.4 Time of service of notices

22.4.1 A notice given in accordance with these articles is to be taken as given, served and received:
(a) if delivered to the address of the Member, at the time of delivery; or
(b) if it is sent by post to the address of the Member, on the business day after the day of posting.
22.4.2 A certificate signed by a director or Secretary of the Company that a notice was delivered or posted at a particular time is conclusive evidence that the notice was delivered or posted at that time.

22.5 Persons entitled to notice of meeting

22.5.1 Notice of every general meeting must be given in the manner authorised by these articles to:

(a) every Member;
(b) every person entitled to a share in consequence of the death or bankruptcy of a Member who, but for his death or bankruptcy, would be entitled to receive notice of the meeting;
(c) every director and alternate director;
(d) the Exchange; and
(e) the auditor of the Company.
22.5.2 No other person is entitled to receive notices of general meetings.

22.6 Service on the Company

A summons, notice, order or other document required to be given to the Company or on an officer of the Company may be given and served by leaving it at the Office.

23. WINDING UP

23.1 Division of property

If the Company is wound up the liquidator or may, with the sanction of a special resolution, do either or both of the following:

(a) divide amongst the Members in kind the whole or any part of the property of the Company and may for that purpose set a value which he considers fair on any property to be so divided and may determine how the division is to be carried out as between the Members or different classes of Members; or
(b) vest the whole or any part of that property in trustees on those trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Member may be compelled to accept any shares or other securities in respect of which there is any liability.

23.2 Ranking of vendor securities

If at the commencement of a winding up the Company has issued shares which are classified under the Listing Rules or by the Exchange as vendor 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.

24. INDEMINTY

24.1 Costs and expenses

Every officer of the Company is indemnified by the Company against a liability for costs and expenses incurred by that person as an officer:

(a) in defending any proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or
(b) in connection with any application in relation to those proceedings in which the Court grants relief to the person under the Corporations Law.

24.2 Liabilities to third parties

Every officer of the Company is indemnified against a liability incurred by that person as an officer to a person other than the Company or a related body corporate, except a liability which arises from conduct that involves a lack of good faith.

24.3 Insurance premiums

The Company may pay the premium on a contract insuring a person who is or has been an officer of the Company against:

(a) a liability for costs and expenses incurred by the person in defending proceedings arising out of the person’s conduct as an officer, whether civil or criminal and whatever their outcome; and
(b) other liability incurred by the person as an officer of the Company except a liability which arises from conduct that involves a wilful breach of duty in relation to the Company or a contravention of subsections 232(5) and (6) of the Corporations Law.

25. COMPLIANCE WITH LISTING RULES

If the Company is admitted to the Official List of ASX, the following articles apply:

25.1 Notwithstanding anything contained in these articles, if the Listing Rules prohibit an act being done, the act shall not be done.
25.2 Nothing contained in these articles prevents an act being done that the Listing Rules require to be done.
25.3 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).

25.4 If the Listing Rules require these articles to contain a provision and it does not contain such a provision, these articles are deemed to contain that provision.
25.5 If the Listing Rules require these articles not to contain a provision and it contains such a provision, these articles are deemed not to contain that provision.
25.6 If any provision of these articles is or become inconsistent with the Listing Rules, these articles are deemed not to contain that provision to the extent of the inconsistency.”

In this article:

“ASX” means ASX Limited.

“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.

We, the several persons whose signatures are subscribed being subscribers to the Memorandum of Association agree to these Articles of Association.

---------------------------------------------------------------------------------------------------------Signature of subscribers Witness to signatures and address of witness ----------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------- DATED 199

AI assistant

ASTRON LIMITED — Governance Information 2011

64449_rns_2011-11-16_758a6fd5-cd18-4dbe-bb60-bf5ef94bca28.pdf