ASX LIMITED

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ASX Limited ABN 98 008 624 691 Exchange Centre 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215 Telephone +61 2 9227 0000 www.asx.com.au

5 October 2012

Australian Securities and Investments Commission Mr Oliver Harvey Senior Executive Leader, Financial Market Infrastructure Level 5, 100 Market Street SYDNEY NSW 2000

ASX Market Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

ASX Amended Constitution

Following approval by shareholders at the Annual General Meeting today, ASX attaches its amended constitution.

Amanda J Harkness

Group General Counsel & Company Secretary

For further inquiries, contact:

Media:

Kristen Kaus Executive, Media and Communications Tel: +61 2 9227 0410 Mobile: 0421 380 773 [email protected]

Finance/Investor Relations:

Stephen Hammon General Manager, Finance Tel: +61 2 9227 0260 Mobile: 0488 212755 [email protected]

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Corporations Act 2001 (Cth)

Constitution

of

a company limited by shares

1 Preliminary

Definitions

1.1 In this constitution, unless the context or subject matter otherwise indicates or requires: Article is used to designate a provision of this constitution; ASIC means Australian Securities & Investments Commission or any successor body ;

ASX Settlement means ASX Settlement Pty Limited ABN 49 008 504 532;

ASX Settlement Operating Rules means the operating rules of ASX Settlement and, to the extent that they are applicable, the operating rules of ASX and the operating rules of ASX Clear Pty Limited;

ASX means the financial market to whose official list the Company is admitted;

CHESS means Clearing House Electronic Subregister System;

CHESS Approved Securities means securities of the Company which are approved by ASX Settlement in accordance with the ASX Settlement Operating Rules;

Company means ASX Limited ABN 98 008 624 691;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a person holding office as a director of the Company, and where appropriate includes an alternate director;

Directors means the Directors acting as a board;

Disqualified Individual means an individual who is disqualified pursuant to the Corporations Act from involvement in the Company or a subsidiary of the Company that is a market licensee or a CS facility licensee;

Executive Director means a Director (other than a Managing Director) referred to in Article 15.1;

financial market has the meaning given by the Corporations Act; Listing Rules means the Listing Rules of ASX;

Member

(a) means a person who agrees to become a member of the Company and whose name is entered in the Register; and
(b) in Articles 11.4, 11.6(b) and 11.8 as they apply in relation to a particular general meeting, includes not only a person who is a member at the specified time determined as mentioned in Article 11.1 in relation to the meeting (or, if no specified time is so determined, at the time of the meeting) but also anyone present at the meeting who, by virtue of appointment as a proxy, attorney or representative, has power to exercise voting rights of any such person and, except for in any Article that specifies a quorum or in any other Article prescribed by the Directors, a Member who has duly lodged a valid direct vote in relation to the general meeting under Article 11.38;

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Operating Rules means rules concerning the operation of financial markets operated by the Company and includes any procedures relating to those rules required by the Corporations Act;

Prescribed Interest Rate means the rate determined by the Directors for the purpose of this constitution, and in the absence of a determination means 10% per annum;

Prescribed Percentage means the percentage limitation on voting power in the Company, imposed by or determined pursuant to the Corporations Act. For the avoidance of doubt this includes, in the case of a person, a higher percentage approved pursuant to Corporations Act in respect of that person;

proper ASTC transfer has the meaning given to that term in the Corporations Regulations 2001 (Cth);

Register means the register of members of the Company under the Corporations Act and includes a branch register and CHESS subregister;

Representative means, in relation to a general meeting of the Company, a person authorised in accordance with the Corporations Act to act at the meeting as the representative of a Member that is a body corporate;

Restriction Agreement means a restriction agreement entered into by the Company under the Listing Rules;

Seal means the common seal of the Company and where appropriate includes an official seal and a certificate seal;

Secretary means a person appointed under Article 17.1 as secretary of the Company and includes any person appointed to perform the duties of a secretary of the Company; and

Transition Time means the beginning of the day of 13 October 1998.

Interpretation

1.2 In this constitution:
(a) words importing any gender include all other genders;
(b) a reference to a person includes a reference to a firm, a body corporate, an unincorporated association or an authority;
(c)
the singular includes the plural and vice versa;
(d) a reference to a law includes regulations and instruments made under the law;
(e) unless the contrary intention appears in this constitution, a reference to a law or a provision of a law includes amendments, re-enactments or replacements of that law or the provision;
(f) a reference to the Listing Rules or the ASX Settlement Operating Rules includes any variation or replacement of those rules and is to be taken to be subject to any applicable waiver or exemption; and
(g) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

Corporations Act definitions apply

1.3 Unless a contrary intention appears, expressions used in this constitution which are defined in the Corporations Act have the same meanings as in the Corporations Act.

Interpretation subject to Corporations Act

1.4 This constitution is to be interpreted subject to the Corporations Act.

References to Listing Rules

1.5 Unless a contrary intention appears, where a provision of this constitution:
(a) is qualified by the words “subject to the Listing Rules” or any similar expression;

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(b) states that a particular thing must not be done or is not allowed unless done in accordance with or allowed by the Listing Rules; or

the qualification, statement or requirement does not operate at any time when the Company is not admitted to its own official list.

Headings

1.6 Headings are inserted for convenience and do not affect the interpretation of this constitution.

Currency

1.7 Any amount payable to the holder of a security, whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise, may, if provided in the terms of issue of the security or if agreed with the holder of the security, be paid in the currency of a country other than Australia and the Directors will fix the time before the payment date as the time at which the exchange rate will be determined for that purpose.

Exclusion of certain provisions

1.8 Every provision which, under the Corporations Act, is capable of being excluded or displaced by a provision in a company’s constitution so that it does not apply to that company is hereby excluded and displaced so that it does not apply to the Company.

Status of this constitution

1.9 The provisions in Articles 1 to 25 make up the Company’s “constitution” as defined by the Corporations Act and apply in substitution for and to the exclusion of the memorandum and articles of the Company which together made up its constitution after commencement of section 3 of the Company Law Reform Act 1998.

Compliance with the Listing Rules

1.10 If the Company is admitted to the official list of ASX it must comply with the Listing Rules.
1.11 If the Company is admitted to the official list of ASX, the following clauses apply:
(a) Notwithstanding anything contained in this constitution, if the Listing Rules prohibit an act being done, the act shall not be done.
(b) Nothing contained in this constitution prevents an act being done that the Listing Rules require to be done.
(c) 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).
(d) If the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is deemed to contain that provision.
(e) If the Listing Rules require this constitution not to contain a provision and it contains such a provision, this constitution is deemed not to contain that provision.
(f) If any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is deemed not to contain that provision to the extent of the inconsistency.

Exercising powers

1.12 Where this constitution provides that a person “may” do a particular act or thing, the act or thing may be done at the person’s discretion.
1.13 Where this constitution confers a power to do a particular act or thing, the power is, unless the contrary intention appears, to be taken as including a power exercisable in the same way and subject to the same conditions (if any) to repeal, rescind, revoke, amend or vary that act or thing.
1.14 Where this constitution confers a power to do a particular act or thing, the power may be exercised from time to time and may be exercised subject to conditions.
1.15 Where this constitution confers a power to do a particular act or thing concerning particular matters, the power is, unless the contrary intention appears, to be taken to include a power to do that act or thing as to only some of those matters or as to a particular class of those matters, and to make different provision concerning different matters or different classes of matters.

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1.16 Where this constitution confers a power to make appointments to an office or position (except the power to appoint a Director under Article 12.6), the power is, unless the contrary intention appears, to be taken to include a power:
(a) to appoint a person to act in the office or position until a person is appointed to the office or position;
(b) to remove or suspend any person appointed (without prejudice to any rights or obligations under any contract between the person and the Company); and
(c) to appoint another person temporarily in the place of any person removed or suspended or in the place of any sick or absent holder of the office or position.
1.17 Where this constitution gives power to a person to delegate a function or power:
(a) the delegation will be concurrent with, unless expressed to be to the exclusion of, the performance or exercise of that function or power by the person;
(b) the delegation may be either general or limited in any way provided in the terms of delegation;
(c) the delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of a specified office or position;
(d) the delegation may include the power to delegate; and
(e) where performing or exercising that function or power depends on that person’s opinion, belief or state of mind about a matter, that function or power may be performed or exercised by the delegate on the delegate’s opinion, belief or state of mind about that matter,
but nothing in this Article 1.17 affects any delegation that is in force at the time that this Article 1.17 takes effect.

2 Share capital and variation of rights

Directors to issue shares

2.1 Shares in the Company are under the control of the Directors who, subject to the Listing Rules, may allot or dispose of all or any of the same to such persons at such times and on such terms and conditions as the Directors think fit.

Requirement for general meeting

2.2 If the Listing Rules require that shares not be issued without the authority of the Company in general meeting, the Directors’ powers under Article 2.1 do not enable them to issue shares except in accordance with authority given by the Company in general meeting in conformity with the Listing Rules.

Grant of options etc

2.3 Subject to the Listing Rules the Directors have the right to grant to any persons options or other securities with rights of conversion to shares or pre-emptive rights to any shares for any consideration and for any period.

Variation of rights

2.4 If 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, subject to the Listing Rules, be varied or abrogated in any way with:
(a) the consent in writing of the holders of at least three-quarters of the issued shares of that class; or
(b) the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Effect of issue of equal ranking shares

2.5 The rights conferred on the holders of the shares of any class are not to be taken as varied by the creation or issue of further shares ranking equally with the first-mentioned shares unless otherwise:

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(a) expressly provided by the terms of issue of the first-mentioned shares; or

(b) required by the Corporations Act.

Class meetings

2.6 The provisions of this constitution relating to general meetings apply so far as they are capable of application and with the necessary changes to every separate meeting of the holders of a class of shares except that:
(a) a quorum is constituted by two Members holding or representing shares in that class and entitled to vote on a resolution at the meeting or, if there is one holder of shares in a class, that person; and
(b) any holder of shares of the class, present in person or by proxy, or attorney or Representative may demand a poll.

Recognition of trusts

2.7 The Company is not required to recognise a person as holding a share on any trust, except as required by law.

Recognition of other interests

2.8 The Company is not required to recognise any equitable, contingent, future or partial interest in any share or unit of a share or any other right in respect of a share except an absolute right of legal ownership in the registered holder, whether or not it has notice of the interest or right concerned, except as required by law.
Multiple certificates
2.9 The Company is not bound to issue more than one certificate or statement for shares or options held by several persons.

Delivery of certificates

2.10 Delivery of a certificate or a statement of holdings for a share or option may be effected by delivering it personally to the holder or by posting it in a prepaid envelope addressed to the holder at the address shown in the Register or by delivering or posting the certificate or statement in accordance with the written instructions of the holder. Delivery of a certificate or a statement for a share or option to one of several joint holders is sufficient delivery to all such holders.
Certificates lost stolen or destroyed 2.11 If satisfactory evidence has been received by the Company that a certificate for shares has been stolen, lost or destroyed and has not been pledged, charged, sold or otherwise disposed of, and the holder has undertaken in writing to the Company to return the certificate to the Company if it is found or received by the holder, then, subject to Articles 2.9 and 2.10, the Company must issue a replacement certificate in accordance with the Corporations Act.
Certificates worn out or defaced
2.11 If satisfactory evidence has been received by the Company that a certificate for shares has been stolen, lost or destroyed and has not been pledged, charged, sold or otherwise disposed of, and the holder has undertaken in writing to the Company to return the certificate to the Company if it is found or received by the holder, then, subject to Articles 2.9 and 2.10, the Company must issue a replacement certificate in accordance with the Corporations Act.
2.12 If a certificate for shares has been worn out or defaced and has been cancelled by the Company the person whose name is entered as the Member in respect of those shares in the Register is entitled, subject to Articles 2.9 and 2.10 , to receive a replacement certificate in accordance with the Corporations Act.

Joint holders of shares

2.13 The Company is not required to register more than three persons as joint holders of a share.

3 Lien

Lien on share for unpaid calls etc

3.1 The Company has a first and paramount lien on every partly paid share for:
(a) all due but unpaid calls and instalments in respect of that share;
(b) interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and
(c) reasonable expenses of the Company in respect of the default on payment,

and the lien extends to all dividends from time to time paid in respect of that share.

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Lien on share for other moneys 3.2 The Company also has a first and paramount lien on any shares registered in the name of a Member or deceased Member for any amount which the Company is required by law to pay (and has paid) in respect of those shares.

Other remedies not affected

3.3 Nothing in this constitution prejudices or affects any right or remedy which any law may confer on the Company and as between the Company and every Member, Member’s executors, administrator and estate wherever constituted or situated any right or remedy which any law confers on the Company is enforceable by the Company.

Exemption from lien

3.4 The Directors may at any time exempt a share wholly or in part from the provisions of Articles 3.1 and 3.2.

Transfer of shares subject to lien

3.5 The Company’s lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the claim to the transferee.

Sale under lien

3.6 Subject to Article 3.7, the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien as if the share was forfeited. If the shares are CHESS Approved Securities the Directors must comply with the ASX Settlement Operating Rules in effecting the sale.

Prerequisites to sale

3.7 A share on which the Company has a lien may not be sold by the Company unless:
(a) a sum in respect of which the lien exists is presently payable; and
(b) the Company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice in writing setting out, and demanding payment of, such part of the amount in respect of which the lien exists as is presently payable.

Transfer on sale under lien

3.8 For the purpose of giving effect to a sale mentioned in Article 3.6, the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the person to whom the share is sold, or do all such other things as may be necessary or appropriate for it to do to effect the transfer.

Registration of transferee

3.9 The Company must register the transferee as the holder of the transferred share and the transferee is not bound to see to the application of the purchase money.

Title of transferee

3.10 The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the sale of the share.

Proceeds of sale

3.11 The proceeds of a sale mentioned in Article 3.6 must be applied by the Company in payment of the amount in respect of which the lien exists as is presently payable, and the residue, if any, must be paid to the person registered as the holder of the share at the date of the sale.

4 Calls on shares

Directors to make calls

4.1 The Directors may make calls on a Member in respect of any money unpaid on the shares of that Member, if the money is not by the terms of issue of those shares made payable at fixed times.

Instalments

4.2 A call may be made payable by instalments.

Revocation or postponement of call

4.3 Subject to the Listing Rules, the Directors may revoke or postpone a call.

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Time of call
4.4	A call is deemed to be made at the time when the resolution of the Directors authorising the call is
	passed.
Payment
4.5	Each Member must pay to the Company the amount called on the shares at the time or times and
	place specified by the Directors.
Joint holders
4.5	The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.
Non-receipt of notice
4.7	The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a
	Member does not invalidate the call.
Interest on default
4.8	If a sum called in respect of a share is not paid before or on the day appointed for payment of the
	sum, the person from whom the sum is due must pay interest on the sum to the time of actual
	payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly
	or in part.
Fixed instalments deemed calls
4.9	Any sum that, by the terms of issue of a share, becomes payable on allotment or at a fixed date is
	deemed for the purposes of this constitution to be a call duly made and payable on the date on
	which by the terms of issue the sum becomes payable, and, in case of non-payment, all the
	relevant provisions of this constitution 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.
Differentiation between shareholders as to calls
4.10	The Directors may, on the issue of shares, differentiate between the holders as to the amount of
	calls to be paid and the times of payment.
Prepayment of calls
4.11	The Directors may accept from a Member the whole or a part of the amount unpaid on a share
	although no part of that amount has been called.
Interest thereon
4.12	The Directors may authorise payment by the Company of interest on the whole or any part of an
	amount so accepted, until the amount becomes payable, at such rate, not exceeding the
	Prescribed Interest Rate, as is agreed on between the Directors and the Member paying the sum.
Listing Rules
4.13	None of the powers conferred by this constitution in respect of calls and instalments shall be
	exercised otherwise than in accordance with such timetable as may be prescribed by the Listing
	Rules.

5 Transfer of shares Forms of instrument of transfer

5.1 Subject to this constitution, a Member may transfer all or any of the Member’s shares:

(a) in the case of CHESS Approved Securities, in accordance with the ASX Settlement Operating Rules and the provisions of the Corporations Act and Listing Rules; or

(b) by instrument in writing in any usual or common form or in any other form that the Directors approve; or

(c) by any other method of transfer of securities which may be recognised by the Corporations Act, is not inconsistent with the Listing Rules and is approved by the Directors.

Procedure for CHESS Approved Security

5.2 If a CHESS Approved Security is to be transferred then the procedure set down by the ASX Settlement Operating Rules is to be observed.

Procedure for instrument of transfer

5.3 If an instrument of transfer is to be used to transfer shares in accordance with Article 5.1(b) then:

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(a) the instrument of transfer must be executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer of securities within the meaning of the Corporations Act; and
(b) the instrument of transfer must be left for registration at the share registry of the Company, accompanied by the information the Directors properly require to show the right of the transferor to make the transfer,

and in that event the Company must, subject to the powers vested in the Directors by this constitution, register the transferee as a Member.

Effect of transfer 5.4 Except as provided by the ASX Settlement Operating Rules, a transferor of shares 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 and a transfer of shares does not pass the right to any dividends declared on the shares until registration.
Fees for transfers etc 5.5 The Company must not charge a fee for any matter concerning transfers, renunciations, transmissions, certificates, conversions between subregisters, holding statements and transaction statements where the charging of a fee is prohibited by the Listing Rules but, if the Listing Rules allow the charging of a reasonable fee for any such matter, the Company may charge a reasonable fee for the matter whether or not the Company is then on its own official list.

Directors’ powers to procure a holding lock and to refuse to register

5.6 The Directors may apply or request ASX Settlement to apply a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register any paper based transfer of shares if the Listing Rules so permit or, except for a proper ASTC transfer, under the terms of issue of the shares.
When holding lock or refusal to register required 5.7 The Directors must apply or request ASX Settlement to apply a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register any paper based transfer of shares if the Listing Rules or any Restriction Agreement so requires.
Notice 5.8 If in the exercise of their rights under Articles 5.6 and 5.7 the Directors:
- (a) apply a holding lock or request application of a holding lock to prevent a transfer of CHESS Approved Securities they must give written notice to the holder of the securities; or
(b) refuse to register a paper based transfer of a security they must give written notice of the refusal to the person who lodged it.
Failure to give such notice will not invalidate the decision of the Directors.
Delegation 5.9 The Directors may delegate their authority under Articles 5.6, 5.7 and 5.8 to any person.
Power to suspend registration of transfers 5.10 The Directors may suspend the registration of transfers at any time, and for any periods, permitted by the ASX Settlement Operating Rules that they decide.
Company to retain instrument of transfer 5.11 The Company must retain every instrument of transfer which is registered for such period as the Directors determine.
Return of transfer 5.12 If the Directors refuse to register a transfer the transfer must be returned to the person who lodged it if demand is made within 12 months of the giving of notice of refusal to register unless there has been an allegation of fraud concerning the transfer or the transaction to which it relates.
Branch register 5.13 The Company may maintain a branch register of members at a place outside Australia and the Directors may make provision for transfer of shares of the Company to and from any branch register.

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Obligations consequential upon transfer or conversion of securities

5.14 The Company must do all the things required by the Corporations Act, Listing Rules and the ASX Settlement Operating Rules (in the case of CHESS Approved Securities) upon transfer or conversion of its securities.

Participation in automated systems

5.15 The Directors may do anything that is necessary or desirable for the Company to participate in any computerised, electronic or other system for facilitating the transfer of shares or operation of the Company’s registers.
5.16 The Directors may, to the extent the law permits, waive any of the requirements of this Article 5 and prescribe alternative requirements instead, whether to give effect to Article 5.15 or for another purpose.

6 Transmission of shares

Transmission of shares on death of holder

6.1 In the case of the death of a Member:
(a) the survivor or survivors where the deceased was a joint holder; and
(b) the legal personal representatives of the deceased where the deceased was a sole holder,

are the only persons recognised by the Company as having any title to the deceased’s interest in the shares, but this Article does not release the estate of a deceased joint holder from any liability in respect of a share that had been jointly held by the deceased with other persons.

Right to registration on death or bankruptcy

6.2 Subject to any applicable legislation, a person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, on such information being produced as is properly required by the Directors, either elect to be registered as holder of the share or nominate another person to be registered as the transferee of the share. Where the surviving joint holder becomes entitled to a share in consequence of the death of a Member the Directors must, on satisfactory evidence of that death being produced to them, direct the Register to be altered accordingly.

Notice by person electing to be registered

6.3 If the person becoming entitled elects to be registered as holder of the share under Article 6.2, the person must deliver or send to the Company a notice in writing signed by the person, in such form as the Directors approve, stating that the person so elects.

Nomination of another person to be registered

6.4 If the person becoming entitled nominates another person to be registered as the transferee of the share under Article 6.2, the person must execute a transfer of the share to the other person.

Restrictions on transfer apply

6.5 All the limitations, restrictions and provisions of this constitution relating to the right to transfer, and the registration of transfers of shares are applicable to any such notice or transfer as if the death or bankruptcy of the Member had not occurred and the notice or transfer was a transfer signed by that Member.

Effect of transmission

6.6 If the registered holder of a share dies or becomes bankrupt, the personal representative or the trustee of the estate of the registered holder, as the case may be, is, on the production of such information as is 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 registered holder would have been entitled to if the registered holder had not died or become bankrupt.

Where two or more persons entitled

6.7 If two or more persons are jointly entitled to any share in consequence of the death of the registered holder, they are, for the purpose of this constitution, deemed to be joint holders of the share.

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7 Forfeiture of shares

Notice requiring payment of call

7.1 If a Member fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on the Member requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs and expenses that may have been incurred by the Company by reason of that non-payment.

Content of notice

7.2 The notice must name a further day, not earlier than the expiration of 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must 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.

Forfeiture for failure to comply with notice 7.3 Any share in respect of which the notice under Article 7.1 has not been complied with may at any time, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.

Dividends affected 7.4 A forfeiture under Article 7.3 includes all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
Disposal of forfeited share 7.5 A share forfeited under Article 7.3 may be sold, re-allotted or otherwise disposed of to whom and on such terms and conditions, subject to the Corporations Act and, if the shares are CHESS Approved Securities, the ASX Settlement Operating Rules, as the Directors think fit.
Notice of forfeiture 7.6 If any share is forfeited under Article 7.3 notice of the forfeiture must be given to the Member holding the share immediately prior to the forfeiture and an entry of the forfeiture with the date thereof must be made in the Register.
Surrender in lieu of forfeiture 7.7 The Directors may accept the surrender of any share which they are entitled to forfeit on such terms as they think fit and any share so surrendered is deemed to be a forfeited share.
Cancellation of forfeiture 7.8 At any time before a sale or disposition of a share, the forfeiture of that share may, subject to the Listing Rules, be cancelled on such terms as the Directors think fit.
Effect of forfeiture on former holder’s liability 7.9 A person whose shares have been forfeited: (a) ceases to be a Member in respect of the forfeited shares and loses all entitlement to dividends and other distributions or entitlements on the shares;
(b) remains liable to pay the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the shares, plus interest at the Prescribed Interest Rate from the date of forfeiture and also reasonable expenses of sale; and
(c) the person’s liability ceases if and when the Company receives payment in full of all the money, including interest and expenses, payable in respect of the shares.
Evidence of forfeiture 7.10 A statement in writing declaring that the person making the statement is a director or a secretary of the Company, and that a share in the Company has been forfeited in accordance with this constitution on the date stated in the statement, is prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share.
Transfer of forfeited share 7.11 The Company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may execute or effect a transfer of the share in favour of the person to whom the share is sold or disposed of.
Registration of transferee 7.12 On the execution of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as consideration.

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Title of transferee

7.13 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.

Forfeiture applies to non-payment of instalment

7.14 The provisions of this constitution as to forfeiture apply in the case of non-payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time as if that sum had been payable by virtue of a call duly made and notified.

Proceeds of disposal

7.15 The proceeds of a sale or other disposal mentioned in Article 7.5 must be applied by the Company in payment of the expenses of the disposal and the unpaid calls or instalments, and the residue, if any, must be paid to the person registered as the holder of the share at the date of the disposal.

8 Alteration and reduction of capital

Company’s power

8.1 The Company may convert all or any of its shares into a larger or smaller number of shares and reduce its share capital in any manner permitted by the Corporations Act.

Listing Rules

8.2 Article 8.1 does not allow anything that the Listing Rules do not allow.

9 Unacceptable control or involvement situation

Interpretation

9.1 For the purposes of this Article 9:
(a) an unacceptable control situation exists if the voting power of any one person in the Company is more than the Prescribed Percentage;
(b) an unacceptable involvement situation exists where a Disqualified Individual is a director, secretary or executive officer of the Company or has more voting power in the Company than the percentage allowed under the Corporations Act;
(c) the Company and the Directors may assume without further enquiry that a person (or an associate of a person) has a relevant interest in particular voting shares in the Company if it appears on the face of:
- (i) a notice received by the Company under Part 6C.1 of the Corporations Act or any additional or replacement provisions concerned with notification of substantial shareholdings;
- (ii) a statement in response to a notice or direction given in respect of the shares under a provision of Part 6C.2 of the Corporations Act or any additional or replacement provisions concerned with tracing beneficial ownership of shares;
- (iii) any instrument received by the Company from the ASIC, whether under a provision mentioned in subparagraph (ii) or otherwise; or
- (iv) a declaration or finding by any court or the Takeovers Panel or any successor body,

that the person (or the person’s associate) has a relevant interest in particular voting shares in the Company and the person (or the person’s associate) shall be taken to have that relevant interest unless the contrary is proved or the Directors otherwise determine;

(d) while a person’s voting power in the Company is more than the Prescribed Percentage each voting share constituting the excess is a default share, with the consequences specified in Article 11.26;
(e) while a Disqualified Individual’s voting power in the Company is more than the percentage allowed under the Corporations Act, each voting share constituting the excess is a default share, with the consequences specified in Article 11.26.

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Obligation to comply with notice

9.2 If the Company gives a notice or direction under a provision mentioned in Article 9.1(c)(ii) to the registered holder of particular voting shares in the Company, the registered holder is required to comply with the notice or direction before the end of two (2) business days (or such longer period as the Directors allow) after the day on which the registered holder receives it even if the registered holder has lodged with ASIC a request which, if granted, would excuse the registered holder from providing some or all of the information sought.

Directors may give notice requiring disposal of shares

9.3 The Directors may at any time cause to be given:
(a) to the registered holder of all the voting shares to which a person whose voting power in the Company is more than the Prescribed Percentage has a relevant interest or in which any associate of that person has a relevant interest; or
(b) to the registered holder of all the voting shares in which a person who is a Disqualified Individual whose voting power in the Company is more than the percentage allowed under the Corporations Act has a relevant interest or in which any associate of that person has a relevant interest; and
(c) if there are two or more registered holders of those voting shares, to each of them

a notice:

(d) specifying the number of default shares in which the person has a relevant interest; and
(e) requiring within the period specified in the notice (being a period of not less than 30 days from the giving of the notice), the disposal by the registered holder or holders of so many of the voting shares in which the person has a relevant interest as are equal in number to the default shares.

Company’s power to dispose

9.4 If the requirements of a notice under Article 9.3 are not complied with, the Company may dispose of the number of default shares specified in the notice or such smaller number of those shares as the Directors may determine.

Ancillary Provisions

9.5 If default shares are or are to be disposed of under Article 9.4:
(a) the Directors may determine, in respect of a registered holder of shares, how many default shares are to be disposed of;
(b) the Directors may select the method of disposal of the default shares which, if the shares are CHESS Approved Securities, must comply with the ASX Settlement Operating Rules, and may dispose of them in a number of parcels, over a period of time and otherwise in such manner and on such terms as the Directors may determine with due regard for the interest of the owner of the shares in obtaining a reasonable price;
(c) for the purpose of determining the identity of the registered holders of shares and the number of shares required at any time to be disposed of, the Directors may have regard to the latest notices given to the Company under Part 6C.1 of the Corporations Act (or any replacement or additional provisions concerned with notification of substantial holdings) and need not have regard to any changes that may have occurred after the latest of such notices;
(d) each registered holder of default shares is taken to have appointed the Company and each of the Directors jointly and severally as attorney as if by power of attorney in the registered holder’s name and on the registered holder’s behalf to execute any documents and implement any procedures that may be required to procure the disposal of the shares (by transfer or otherwise) on behalf of the registered holder;
(e) the title of the transferee of any shares disposed of under Article 9.4 is not affected by any irregularity or invalidity in connection with the disposal of the shares to the transferee including, without limitation, the absence of any share certificate; and
(f) the Company may receive and give a good discharge for any payment made for or in connection with the disposal of default shares and must pay to the former registered holder of the default shares the amount received in respect of the default shares of the

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registered holder, after deducting the whole, or such part as the Directors determine, of the reasonable costs and expenses of and incidental to the disposal of the default shares.

Application of moneys

9.6 Neither the Company nor the Directors are bound to see to the application of an amount paid to a registered holder of shares under this Article 9 and that amount may be paid by cheque posted to the registered holder at the address appearing in the Company’s register immediately before the disposal.

10 General meetings

Annual general meeting 10.1 Annual general meetings of the Company are to be held in accordance with the Corporations Act.

General meeting

10.2 The Directors may convene a general meeting of the Company whenever they think fit and must convene a meeting when requested by Members in accordance with the Corporations Act.

Notice of general meeting

10.3 Subject to the provisions of the Corporations Act relating to special resolutions and agreements for shorter notice, at least 28 days’ notice, exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given, specifying the place, day and the hour of the meeting, must be given to those persons to whom the Corporations Act requires notice of a meeting of a company’s members to be given.
10.4 Unless the Corporations Act provides otherwise:
(a) no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting; and
(b) except with the approval of the Directors or the chairman, no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a document which relates to such a resolution and a copy of which has been made available to Members to inspect or obtain.

Waiver of notice etc

10.5 A person may waive notice of any general meeting by written notice to the Company.10.6 A person’s attendance at a general meeting waives any objection that person may have to:
(a) a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and
(b) the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented.

Non-receipt of notice

10.7 The non-receipt of notice of a general meeting by, or the accidental omission to give notice of a general meeting to, a person entitled to receive notice does not invalidate any resolution passed at the general meeting.

Postponement or cancellation of meeting

10.8 The Directors may by notice to ASX change the venue for, postpone or cancel any general meeting whenever they think fit, but a meeting which is not called by a Directors’ resolution or a meeting convened following a requisition of Members in accordance with the Corporations Act may not be postponed or cancelled without the prior written consent of the person who called or requisitioned the meeting.

11 Proceedings at general meetings

Membership at a specified time

11.1 The power of the Company to determine, for the purposes of a particular general meeting of which the Company is the convenor, that all the shares that are quoted on ASX at a specified time before the meeting are taken to be held at the time of the meeting by the persons who hold them at the specified time is exercisable by the Directors.

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Representation of Member

11.2 Any Member entitled to vote as at the specified time referred to in Article 11.1, or if there is no such specified time, then at the time of the meeting, may be present and vote in person or may be represented at any meeting of the Company by proxy or attorney or, in the case of a body corporate which is a Member, a Representative. Appointment of proxies and Representatives is governed in all respects by the Corporations Act.

Quorum must be present

11.3 No business may be transacted at any general meeting unless a quorum is present.

Quorum defined

11.4 A quorum is five Members entitled to vote at the meeting.

Failure to achieve quorum - requisitioned meetings

11.5 If a meeting is convened on the requisition of Members and a quorum is not present within half an hour from the time appointed for the meeting, the meeting must be dissolved.

Failure to achieve quorum - other meetings

11.6 If a meeting is convened otherwise than on the requisition of Members and a quorum is not present within half an hour from the time appointed for the meeting:
- (a) the meeting must be adjourned to the day, time and place the Directors present then determine or if no determination is made by them to the same day in the next week at the same time and place; and
- (b) if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting:
  - (i) two Members present and entitled to vote at the meeting constitute a quorum; and
  - (ii) if two such Members are not present - the meeting must be dissolved.
Chairman of general meeting 11.7 If the Directors have elected one of their number as chairman of their meetings, that person, if present and able and willing to act, must preside as chairman at every general meeting.

Default chairman

11.8 If a general meeting is held and:
(a) a chairman has not been elected by the Directors; or
(b) the elected chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

then any deputy-chairman elected under Article 16.14, if present and able and willing to act, must act as chairman of the meeting but if two or more deputy-chairmen are present and wish to act, the one who is to act as chairman shall be determined by agreement between them or, if they do not agree, by the drawing of lots. If there is no deputy-chairman or each such person is absent or unable or unwilling to act, the chairman must be the Director elected to be chairman of the meeting by those Directors who are present , and, if no Director is present or if all Directors present decline to take the chair, the Members present must elect one of their number to be chairman of the meeting.

Chairman may vacate

11.9 A chairman of a general meeting may, for any item of business or discrete part of the meeting, vacate the chair in favour of another person nominated by him or her.

Conduct of General Meetings

11.10 The chairman of a general meeting:
(a) is responsible for the general conduct of the meeting and for the procedures to be adopted at the meeting;
(b) may prescribe any procedures which are in his or her opinion necessary or desirable for proper and orderly debate and discussion and the proper and orderly casting of votes at the general meeting; and

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(c) may at any time he or she considers it necessary or desirable to do so for the proper and orderly conduct of the meeting terminate debate or discussion on any matter,

and a decision by a chairman on any such matter is final.

Postponement of general meeting

11.11 The chairman of a general meeting may postpone the meeting before it has started, whether or not a quorum is present, if, at the time and place appointed for the meeting, he or she considers that:
(a) there is not enough room for the number of members who wish to attend the meeting; or
(b) a postponement is necessary in light of the behaviour of persons present or for any other reason so that the business of the meeting can be properly carried out.
11.12 A postponement under Article 11.11 will be to another time, which may be on the same day as the meeting, and may be to another place (and the new time and place will be taken to be the time and place for the meeting as if specified in the notice which called the meeting originally).

Adjournment of general meeting

11.13 The chairman of a general meeting may at any time during the course of the meeting adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting.
11.14 Only unfinished business may be transacted at a meeting resumed after an adjournment.
11.15 Where a meeting is postponed or adjourned, the Directors may, by notice to ASX, postpone, cancel or change the place of the postponed or adjourned meeting.

Notice of adjourned meeting

11.16 When a meeting is adjourned for 21 days or more, notice of the adjourned meeting must be given as in the case of an original meeting but it is otherwise not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting.

Suspension of proceedings

11.17 The chairman of a general meeting may, for the purpose of allowing any poll to be taken or determined, suspend the proceedings of a meeting for such period or periods as he or she thinks fit without effecting an adjournment. Unless the chairman otherwise allows, no business may be transacted and no discussion may take place during any suspension of proceedings.

Voting at general meeting

11.18 At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is, before a vote is taken or before or immediately after the declaration of the result of the show of hands, demanded in accordance with the Corporations Act. Unless a poll is properly 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.

Questions decided by majority

11.19 Except in the case of a special resolution, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

Poll

11.20 If a poll is properly demanded, it must be taken in the manner and at the time directed by the chairman and the result of the poll is the resolution of the meeting at which the poll was demanded.

When poll to be taken

11.21 A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately.

Withdrawal of demand

11.22 A demand for a poll may be withdrawn.

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Equality of votes

11.23 If there is an equality of votes, either on a show of hands or on a poll, the chairman of the meeting is not entitled to a casting vote in addition to any votes to which the chairman is entitled as a Member or proxy or attorney or Representative.

Entitlement to vote

11.24 Subject to any rights or restrictions for the time being attached to any class or classes of shares and to this constitution:
(a) on a show of hands every person present in the capacity of a Member or a proxy, attorney or Representative (or in more than one of those capacities) has one vote; and
(b) on a poll every person present who is a Member or proxy, attorney or Representative has:
- (i) for each fully paid share that the person holds or represents - one vote; and
- (ii) for each share other than a fully paid share that the person holds or represents - that proportion of one vote that the amount paid (not credited) on the share bears to the total amounts paid and payable on the share (excluding amounts credited)

Payments on shares

11.25 For the purposes of Article 11.24:
(a) a share shall be taken to be a fully paid share only if all amounts paid and payable on the share have been paid or credited as paid;
(b) any amount paid or credited as paid on a share in advance of a call is not to be taken as paid or credited as paid on the share; and
(c) where a Member appoints two proxies to vote at the same general meeting and the authority of one is not conditional on the other failing to attend or vote, on a show of hands, neither proxy may vote.

Default shares and unpaid calls

11.26 A share shall not be taken into account:
(a) for the purposes of Article 11.24(b)(i) or (ii) - if it is for the time being a default share by virtue of Article 9.1(d) or (e); or
(b) for the purpose of Article 11.24(b)(ii) - if any call in respect of the share is due but unpaid.

Joint shareholders’ vote

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

Vote of shareholder of unsound mind

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

Objection to voting qualification

11.29 An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered. Any such objection must be referred to the chairman of the meeting, whose decision is final. A vote not disallowed under such an objection is valid for all purposes.
11.30 The chairman may decide any difficulty or dispute which arises as to the number of votes which may be cast by or on behalf of any Member and the decision of the chairman is final.

Appointment of proxy

11.31 An instrument appointing a proxy is valid if it is in accordance with the Corporations Act or in any form approved by the Directors. A proxy need not be a Member.

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Absence of certain particulars from instrument of proxy

11.32 No instrument appointing a proxy is to be treated as invalid merely because it does not contain the address of the appointor or of a proxy or is not dated or does not contain in relation to any or all resolutions an indication of the manner in which the proxy is to vote and, in any case where the instrument does not contain the name of a proxy, the instrument is not for that reason invalid and is to be treated as given in favour of the chairman of the meeting.

Electronic transmission of proxy instruments

11.33 A proxy appointment received at an electronic address specified in the notice of general meeting for the receipt of proxy appointment or otherwise received by the Company in accordance with the Corporations Act is taken to have been signed or executed if the appointment:
(a) includes or is accompanied by a personal identification code allocated by the company to the member making the appointment;
(b) has been authorised by the member in another manner approved by the directors and specified in or with the notice of meeting; or
(c) is otherwise authenticated in accordance with the Corporations Act.

Directions as to manner of proxy voting may be specified

11.34 If the instrument appointing a proxy specifies the way the proxy is to vote on a particular resolution and, as a result, it is provided by the Corporations Act that, in an event specified in the Corporations Act, the proxy must vote that way, any vote tendered by the proxy which is not a vote that way must be disregarded.

Issue of form of proxy

11.35 A proxy form issued by the Company must allow for the insertion of the name of the person to be primarily appointed as proxy and may provide that, in circumstances and on conditions specified in the form that are not inconsistent with this constitution, the chairman of the relevant meeting (or another person specified in the form) is appointed as proxy.

Validity of vote in certain circumstances

11.36 A vote given in accordance with the terms of an instrument of proxy or of a power of attorney is valid notwithstanding:
(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 of the power; or
(c) the transfer of the share in respect of which the instrument or power is given,

if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at its registered office or share registry before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.

Director entitled to speak at meeting

11.37 A Director is entitled to speak at meetings of the Company’s members.

Direct voting

11.38 Despite anything to the contrary in this constitution, the Directors may decide that, at any general meeting or class meeting, a Member who is entitled to attend and vote on a resolution at that meeting is entitled to vote by direct vote in respect of that resolution. A ‘direct vote’ includes a vote delivered to the Company by post, fax or other electronic means approved by the Directors. The Directors may prescribe regulations, rules and procedures in relation to direct voting, including specifying the form, method and timing of giving a direct vote at a meeting for the vote to be valid.

12 The Directors

Number of Directors

12.1 The number of Directors will be not less than seven or more than fifteen subject to any change made by resolution of a general meeting of the Company to the minimum or maximum, which maximum must be not less than the number of the Directors in office at that time.

Retirement

12.2 At each annual general meeting any Director required to retire under the Listing Rules must retire from office. A Director so retiring is eligible for re-election.

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12.3 While the Listing Rules so require there must be an election of Directors each year.

Certain Directors to be disregarded 12.4 In determining the Director to retire, no account is to be taken of any Managing Director exempted by Article 15.2.

Determination of Directors to retire 12.5 Where the operation of Articles 12.2 and 12.7 do not require a Director to retire in a year, the Director who must retire in that year, to accommodate Article 12.3 is to be determined by the Directors.

Casual vacancy and addition to board 12.6 The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the number permitted under Article 12.1.

Tenure of appointee 12.7 Any Director appointed under Article 12.6 holds office only until the conclusion of the next annual general meeting of the Company and is eligible for election at that annual general meeting.
Election at annual general meeting
12.8 The Company may at any annual general meeting fill:
- (a) the offices of the Directors who pursuant to Article 12.2 retire at the meeting; and
(b) the offices of any Directors who pursuant to Article 12.7 hold office only until the conclusion of the meeting,
by electing an eligible person to any such office.
Person eligible for election 12.9 No person except a person declared eligible by Article 12.2 or Article 12.7 is eligible for election as a Director at any general meeting of the Company unless a consent to nomination signed by the person has been lodged at the registered office at least:
(a) in the case of a person recommended for election by the Directors, 20 business days before the meeting; and
(b) in any other case, 40 business days before the meeting.
No Share Qualification for Directors 12.10 A Director is not required to hold any share in the Company.
Removal of Director 12.11 Directors may be removed and replaced by the Company in general meeting in the manner prescribed by the Corporations Act. A person appointed as a replacement shall be taken to have been appointed on the day on which the replaced director was last appointed or elected.
Remuneration of Directors 12.12 Directors who are not full-time employees of the Company or a subsidiary are to be paid as remuneration for their services the sum determined from time to time by the Company in general meeting. The sum is to be divided among those Directors in the proportion and manner they agree and, in default of agreement, equally. The Directors’ remuneration is deemed to accrue from day to day.
Payment to former Director
12.13 Subject to the Listing Rules, the Company may pay a former Director, or the estate of a Director who dies in office, a retirement benefit in recognition of past services in the amount determined by the Directors, but not exceeding the amount permitted to be paid by the Corporations Act. The Company may also enter into a contract with a Director providing for payment of a retirement benefit.
Payment for extra services
12.14 Subject to the Listing Rules, if a Director, being willing, is called on to perform extra services or to make any special exertions in going or residing abroad or otherwise for the Company, the Company may remunerate that Director by payment of a fixed sum determined by the Directors and that remuneration may be either in addition to or in substitution for that Director’s share in the remuneration provided for in Article 12.12.

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Travelling Expenses 12.15 The Directors shall also be paid all travelling, accommodation and other expenses properly incurred by them in attending, participating in and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company.

Directors’ interests to be notified

12.16 If a Director:
(a) has in any way, whether directly or indirectly, a material interest in a proposed contract with the Company; or
(b) holds any office or position or possesses any property involving duties or interests which might give rise, whether directly or indirectly, to any material conflict with the Director’s duties or interests as a Director,

the Director must, as soon as is practicable, declare at a meeting of the Directors that fact and the nature and extent of the material interest or material conflict.

Certain interests disregarded

12.17 For the purposes of Article 12.16, a Director’s interest or any conflict shall be disregarded if it arises solely from or relates solely to:
(a) a guarantee to be given by the Director (or by persons including the Director or by any corporation of which the Director is a member or officer) in respect of a loan to the Company; or
(b) the position of the Director as a director of a related body corporate of the Company.

General notice

12.18 A general notice in writing given by a Director and tabled at a meeting of the Directors to the effect that the Director is an officer or member of a specified body corporate or firm shall be deemed to be sufficient notice for the purposes of Article 12.16 that the Director holds that office or position or possesses property involved in it and is materially interested in all proposed contracts with that body or firm.

Certain restrictions relaxed

12.19 Notwithstanding a Director’s office as such and the fiduciary relationship it entails, a Director may, subject to compliance with the requirements of Article 12.16:
(a) hold any office or place of profit in the Company, except that of auditor;
(b) hold any office or place of profit in any other company promoted by the Company or in which it has an interest of any kind;
(c) enter into any contract or arrangement with the Company;
(d) participate in any association, institution, fund, trust or scheme for past or present employees or directors of the Company or persons dependent on or connected with them; or
(e) act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the Company, except as auditor,

without any liability to account to the Company for any benefit thereby accruing to the Director whether directly or indirectly and without any contract or arrangement being liable to be avoided.

Presence of and voting by interested Director 12.20 A Director may be present during consideration of, and vote in respect of, any contract or proposed contract or arrangement or other matter in which the Director has an interest unless:
(a) the Corporations Act does not permit the Director to be present or to vote; or
(b) the matter consists of or concerns charges against or any investigation or related discussion of the Director or a participant in a financial market operated by the Company of which the Director is a partner, officer, employee, shareholder or representative.

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Interested Director - quorum

12.21 A Director may be counted in the quorum present at any Director’s meeting at which a contract, proposed contract or arrangement or other matter is considered if the Director is permitted by Article 12.20 to be present during the consideration of, and to vote in respect of, the contract, proposed contract or arrangement or other matter.

Interested Director - execution of instruments

12.22 A Director may, notwithstanding the Director’s interest and whether or not the Director is entitled to vote, or does vote, participate in the execution of any instrument by or on behalf of the Company and whether through signing or sealing the instrument or otherwise.

Vacation of office of Director

12.23 In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:
(a) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(b) resigns from the office by notice in writing to the Company; or
(c) is absent without the consent of the Directors from all meetings of the Directors held during any continuous period of 3 months; or
(d) becomes a Disqualified Individual.

13 [Deleted]

14. Powers and duties of Directors

General power to manage

14.1 The business of the Company is to be managed by the Directors, who may exercise all such powers of the Company as are not, by the Corporations Act or by this constitution, required to be exercised by the Company in general meeting.

Power to borrow

14.2 Without limiting the generality of Article 14.1, the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person. Power to secure payment 14.3 The Directors may raise or secure the payment or repayment of moneys or any debt, liability or obligation in such manner and on such terms and conditions in all respects as they may determine and in particular by the issue of debentures, debenture stock (perpetual or otherwise), bonds, notes or other securities or debt instruments, including bearing interest or not, with rights to subscribe for, or exchange into, shares or other securities in the Company or a related body corporate or with special privileges as to redemption, participating in share issues, attending and voting at general meetings and appointing directors, the payment of which may be charged on all or any part of the property of the Company, both present and future, including its uncalled capital for the time being.

Power concerning cheques, etc.

14.4 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, as the case may be, in such manner and by such persons as the Directors determine from time to time.

Powers concerning administration and alteration of rules

14.5 The Directors are empowered (to the exclusion of the Company in general meeting) and authorised:

(a) to exercise all powers and functions of the Company under the Operating Rules; and (b) to alter, add to, repeal or replace the Operating Rules for the time being in force.

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Appointment of tribunals 14.6 The Directors must appoint and allow to function such tribunals as are provided for in the Operating Rules and every such tribunal shall, as to its proceedings, be governed by the rules which provide for its creation.

15 Delegation by Directors

15 Delegation by Directors	15 Delegation by Directors
Appointment of Managing and Executive Directors
15.1	The Directors may appoint one or more of their number to the office of Managing Director or to
	any other office, except auditor, or employment under the Company for such period (but not for
	life) and on such terms as they think fit. The Directors may, subject to the terms of any contract
	between the relevant Director and the Company, at any time remove or dismiss any Managing
	Director or Executive Director from that office and may appoint another Director in that place.
Exemption of one Managing Director from retirement
15.2	One Managing Director nominated by the Directors for the purpose is exempted from retirement
	under Article 12.2. While a Managing Director the subject of a nomination under this article
	remains in office as a Managing Director, no such nomination may be made in respect of any
	other Managing Director. If a Managing Director the subject of any such nomination ceases to be
	Managing Director but continues in office as a Director, the Director will be regarded, for the
	purposes of Article 12.2, as if he or she had been continuously in office since his or her last
	election for only that part of the period since that election during which he or she was not the
	subject of a nomination under this article.
Remuneration of Managing and Executive Directors
15.3	The remuneration of a Managing Director or an Executive Director may be fixed by the Directors
	and may be by way of salary or commission or participation in profits or by all or any of these
	methods but may not be by a commission on or a percentage of operating revenue.
Powers of Managing and Executive Directors
15.4	The Directors may delegate to a Managing Director or an Executive Director any of the powers
	exercisable by them, on such terms and conditions and with such restrictions as they think fit and
	may at any time withdraw or vary any of the powers so delegated; and a Managing Director or
	Executive Director may in turn delegate to officers and employees of the Company as they deem
	advisable for the proper conduct of the Company’s affairs.
Appointment of committees
15.5	Any of the powers of the Directors (other than powers required by law to be dealt with by directors
	as a board) and any powers which the Operating Rules require or allow to be exercised by any
	committee may be delegated by the Directors to a committee or committees consisting of such
	persons as they think fit. Any such delegation may be made upon such terms and conditions and
	subject to such restrictions as the Directors think fit. The Directors may at any time withdraw or
	vary any such powers.
Exercise of powers by committee
15.6	A committee to which any powers have been so delegated must exercise the powers in
	accordance with any regulations made by the Directors.
Chairman of	committee
15.7	Unless the Directors have determined which member of a committee is to be chairman of
	meetings of the committee, the members of a committee may elect one of their number as
	chairman. If a meeting of a committee is held and:
	(a) a chairman has not been determined by the Directors or elected by the members of the
	committee; or
	(b) the chairman is not present within ten minutes after the time appointed for the holding of
	the meeting or is unable or unwilling to act,
	the members involved may elect one of their number to be chairman of the meeting.
Meetings of committees
15.8	A committee may meet and adjourn as it thinks proper. Questions arising at a meeting of a
	committee are to be determined by a majority of votes of the members involved and voting.
	Except where the committee consists of less than three members, the chairman, in addition to the
	chairman’s deliberative vote, has a casting vote.

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Other articles to apply 15.9 Articles 16.18 and 16.19 apply to meetings of committees and to members of committees in the same way as they apply to meetings of Directors and to Directors.

Appointment of attorneys

15.10 The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for the purposes and with the powers, authorities and discretions vested in or exercisable by the Directors. Any such power of attorney may authorise the attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.
Delegation of powers to other persons 15.11 The Directors may delegate any of their powers to an employee of the Company, a related body corporate of the Company, or an employee of a related body corporate of the Company, on such terms and conditions and with such restrictions as they think fit and may at any time withdraw or vary any of the powers so delegated.

No limitation on ability to delegate

15.12 No provision of this constitution will be taken to limit the ability of the Directors under the Corporations Act to delegate any of their powers to:

(a) a committee of directors; or

(b) a director; or
(c) an employee of the Company or employee of related body corporate of the Company; or
(d) any other person.

16 Proceedings of Directors

Directors’ meetings

16.1 The Directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

Convening of meetings 16.2 A Director may at any time, and the Secretary must whenever requested in writing by a Director, convene a meeting of the Directors. Questions decided by majority 16.3 Questions arising at a meeting of Directors are to be decided by a majority of votes of Directors participating and voting and any such decision is for all purposes deemed a decision of the Directors. Votes of alternate directors 16.4 An alternate director involved in any meeting of Directors has one vote for each Director for which that person is an alternate director and if that person is also a Director has one vote as a Director. Equality of votes 16.5 In the event of an equality of votes, the chairman of the meeting has a casting vote in addition to the chairman’s deliberative vote unless only two Directors present are entitled to vote on the question. Appointment of alternates 16.6 A Director may, with the consent of the Directors, appoint a person, who need not be a member of the Company, to be an alternate director in the Director’s place during such period as the Director thinks fit. Alternate entitled to notice 16.7 An alternate director is entitled to notice of all meetings of the Directors and, if the appointor does not attend a meeting, is entitled to participate and vote in the appointor’s stead. Powers of alternate 16.8 An alternate director may exercise any powers that the appointor may exercise and in the exercise of any such power the alternate director is an officer of the Company and is not deemed an agent of the appointor.

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Conditions applying to alternate

16.9 An alternate director is subject in all respects to the conditions attaching to the Directors generally except that the alternate director is not entitled to any payment under Article 12.12 or 12.13 otherwise than from the alternate director’s appointor.

Termination of alternate’s appointment

16.10 The appointment of an alternate director may be terminated at any time by the appointor notwithstanding that the period of the appointment of the alternate director has not expired, and terminates in any event if the appointor’s office as a Director becomes vacant.

Manner of making and terminating appointment

16.11 An appointment, or the termination of an appointment, of an alternate director must be effected by a notice in writing signed by the Director who makes or made the appointment and delivered to the Company.

Quorum for Directors’ meeting

16.12 At a meeting of Directors, the number of Directors whose presence is necessary to constitute a quorum is five.

Remaining Directors may act

16.13 If there is a vacancy or vacancies in the office of a Director, the remaining Director or Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of:
(a) increasing the number of Directors to a number sufficient to constitute such a quorum; or
(b) convening a general meeting of the Company.

Chairman of Directors

16.14 The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elected as chairman is to hold office. The Directors may also elect one or more of their number as deputy-chairman or deputy-chairmen of their meetings and may determine the period for which a person elected as a deputy-chairman is to hold office.

Default chairman

16.15 If a Directors’ meeting is held and:
(a) a chairman has not been elected as provided by Article 16.14; or
(b) the chairman is not present within ten minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

a deputy-chairman, if any, must act as chairman of the meeting. If there is no such person or that person is absent or unable or unwilling to act, the Directors present must elect one of their number to be chairman of the meeting. If more than one deputy-chairman is present and willing to act, the Directors present must elect one of them to be chairman of the meeting.

Written resolution by Directors

16.16 If a majority of at least three quarters of the Directors has signed a document containing a statement that they are in favour of a resolution of the directors in terms set out in the document or have otherwise indicated by telex, facsimile transmission or other written or electronic form received at the registered office of the Company that they are in favour of such resolution, a resolution in those terms shall be deemed to have been passed at a meeting of the Directors held on the day on which the document was signed or approval indicated, or, if the directors signed the document or indicated approval on different days, on the day on which the document was signed or approval indicated by the Director who, by his or her signature or other indication of approval, constituted the required majority. For these purposes, two or more separate documents containing statements in identical terms each of which is signed by one or more Directors shall together be deemed to constitute one document containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents.

Copy of proposed resolution to be sent to Directors

16.17 A resolution shall not be deemed to be passed pursuant to Article 16.16 unless the Secretary certifies that a copy of the proposed resolution was sent by telex, facsimile transmission or other written form to each Director at the address notified for that purpose to the Secretary by the Director or, if no such address has been notified, at the Director’s address contained in the notice of personal details of directors most recently lodged with the ASIC in respect of the Director concerned.

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Directors’ meetings defined

16.18 The Directors may conduct meetings without all Directors being involved in the meeting in the physical presence of one another provided that all Directors involved in the meeting are able to participate in discussion.

Validity of acts of Directors

16.19 All acts done by any meeting of the Directors or by any person acting as a Director, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be a Director, or to act as a Director, or that a person so appointed was disqualified, are as valid as if the person had been duly appointed and was qualified to be a Director.

17 Secretary and seals

Appointment of Secretary

17.1 There must be at least one secretary of the Company who must be appointed by the Directors.

Suspension and removal of Secretary 17.2 The Directors have power to suspend or remove a Secretary.

Powers, duties and authorities of Secretary 17.3 The Directors may vest in a Secretary such powers, duties and authorities as they may from time to time determine and the Secretary must exercise all such powers and authorities subject at all times to the control of the Directors.

Secretary to attend meetings 17.4 A Secretary is entitled to attend all meetings of the Directors and all general meetings of the Company and may be heard on any matter.

Custody of common seal

17.5 The Directors must provide for the safe custody of the common seal. Use of common seal 17.6 The common 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 common seal, and every document to which the common seal is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or documents of a class in which that document is included. Official seals 17.7 The Company may have for use outside the State or Territory where the common seal is kept, in place of the common seal, one or more duplicate seals, each of which must be a facsimile of the common seal with the addition on its face of the name of every place where it is to be used. Use of official seals 17.8 The Company may by writing under its common seal empower a person in a place either generally or in respect of a specified matter to affix its duplicate seal for that place to any instrument to which the Company is a party. Certificate seal 17.9 The Company may have a duplicate seal known as the certificate seal which must be a facsimile of the common seal of the Company with the addition on its face of the words “share seal” or “certificate seal” and any document issued under such certificate seal is deemed to be sealed with the common seal. Use of certificate seal 17.10 The Directors may determine the manner in which the certificate seal is to be affixed to any document and by whom a document to which the certificate seal is fixed must be signed and any signature required may be a facsimile signature. Certificates 17.11 The only documents on which the certificate seal may be used are share certificates, debentures or certificates of debenture stock, secured or unsecured notes, option certificates and any other documents evidencing any options or rights to take up any shares in or debenture stock or debentures or notes of the Company. Termination of appointment of Secretary

17.12 If a Secretary becomes a Disqualified Individual the Company may terminate the Secretary’s appointment as a secretary of the Company.

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18 Dividends and reserves

Dividends
18.1	Subject to the rights of persons (if any) entitled to shares with special rights to dividend, the
	Directors may by resolution either:

(a) declare a dividend and may fix the amount, the time for and method of payment of any dividend; or (b) determine that a dividend is payable and may fix the amount, the time for and method of payment of any dividend, and may authorise the payment or crediting by the Company to, or at the direction of, the Members of such a dividend. Directors may authorise interim dividend 18.2 The Directors may authorise the payment or crediting by the Company to, or at the direction of, the Members of such interim dividends as appear to the Directors to be justified by the financial position of the Company.

Directors may rescind decision to pay dividend	Directors may rescind decision to pay dividend
18.3	The Directors may rescind a decision to pay a dividend under Article 18.1(b) or Article 18.2 if they
	decide, before the payment date, that the Company’s financial position no longer justifies the
	payment.
No interest on dividends
18.4	Interest must not be paid by the Company in respect of any dividend or interim dividend.
Reserves
18.5	The Directors may, before declaring any dividend or resolving to pay a dividend, set aside out of
	the profits of the Company such sums as 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.
Use and investment of reserves
18.6	Pending any such application, the reserves may, at the discretion of the Directors, be used in the
	business of the Company or be invested in such investments as the Directors think fit.
Carrying forward profits
18.7	The Directors may carry forward so much of the profits remaining as they consider ought not to be
	distributed as dividends without transferring those profits to a reserve.
Calculation and	apportionment of dividends
18.8	Subject to the rights of holders of shares issued with special rights, the profits of the Company are
	divisible among the Members in such manner that, on each occasion on which a dividend or
	interim dividend is paid:
	(a) the same sum is paid upon every share on which all amounts payable have been paid or
	credited as paid; and
	(b) the sum paid upon a share on which all amounts payable have not been paid or credited
	as paid is that proportion of the sum referred to in paragraph (a) that the amount paid
	(not credited) on the share bears to the total of the amounts paid and payable (excluding
	amounts credited) on the share,

and for these purposes an amount paid or credited as paid on a share in advance of a call is not to be taken as paid or credited as paid on the share.

Ranking for dividend from particular date 18.9 If a share is issued on terms that it will rank for dividend from a particular date, the share ranks for dividend accordingly.
Deductions from dividends 18.10 The Directors may deduct from any dividend payable to, or at the direction of, a Member for shares upon which calls are due and payable but unpaid, all sums of money (if any) presently payable by that Member to the Company on account of calls which are due and payable but unpaid.

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Distribution of specific assets

18.11 The Directors, when declaring a dividend or resolving to pay a dividend or authorising the payment of an interim dividend, may direct payment wholly or partly by distribution of specific assets, including fully paid shares in, or debentures of, any other corporation.

Settling of difficulties

18.12 If a difficulty arises in regard to such a distribution, the Directors may settle the matter as they consider expedient and fix the value for distribution of the specific assets or any part of those assets and may determine that cash payments will be made to, or at the direction of, any Members on the basis of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as the Directors consider expedient. If a distribution of specific assets to, or at the direction of, a particular Member or Members is illegal or, in the Directors’ opinion, impracticable the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

Payment method

18.13 Any dividend, interest, capital return, buy-back proceeds or other money payable in cash in respect of shares may be paid:
(a) by cheque sent through the post directed to the address of the holder as shown in the Register or, in the case of joint holders, to the address shown in the Register as the address of the joint holder first named in that Register;
(b) by cheque sent through the post directed to such other address as the holder or joint holder in writing directs;
(c) by some other method of direct credit determined by the Directors to the holder or holders shown on the Register or to such person or place directed by them; or
(d) by such electronic or other means approved by the Directors directly to an account (of a type approved by the Directors) nominated in writing by the Member or the joint holder.
18.14 If the Directors decide that payments will be made by electronic transfer into an account (of a type approved by Directors) nominated by a Member, but no such account is nominated by the Member or an electronic transfer into a nominated account is rejected or refunded, the Company may credit the amount payable to an account of the Company to be held until the Member nominates a valid account, without any obligation to pay interest, and the amount so held is to be treated as having been paid to the Member or joint holder at the time it is credited to that account of the Company.

Joint holders

18.15 Any one of two or more joint-holders may give effectual receipts for any dividends, interest or other money payable in respect of the shares held by them as joint-holders.

Election to reinvest dividend

18.16 Subject to the Listing Rules, the Directors may grant to Members or any class of Members the right to elect to invest the amount of cash dividends paid or due to be paid by the Company by subscribing for or purchasing shares in the Company on such terms and conditions as the Directors think fit and the Directors may advance funds for the purpose of acquisition of those shares on behalf of those Members and do anything necessary or desirable to be done in connection with the implementation of any such matters.

Election to accept bonus shares in lieu of dividend

18.17 The Directors may determine in respect of any dividend which it is proposed to pay or to declare on any shares of the Company that holders of the shares may elect to forego the right to share in the proposed dividend or part of such proposed dividend and to receive instead an issue of shares credited as fully paid on such terms as the Directors think fit.

Unclaimed dividends

18.18 All dividends declared or payable but unclaimed may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys.

19 Capitalisation of profits

Capitalisation of reserves and profits

19.1 The Directors may resolve to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise

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available for distribution to Members, and to apply the sum in any of the ways mentioned in Article 19.2, for the benefit of Members in the proportions to which those Members would have been entitled in a distribution of that sum by way of dividend or to employees of the Company and its related bodies corporate under the terms of an employee share plan referred to in Article 19.4.

Methods of capitalisation

19.2 The ways in which a sum may be applied for the benefit of Members under Article 19.1 are:
(a) in paying up any amounts unpaid on shares held by Members;
(b) in paying up in full unissued shares or debentures to be issued to Members as fully paid; or
(c) partly as mentioned in paragraph (a) and partly as mentioned in paragraph (b),
but no sum shall be applied in any way which is inconsistent with the Listing Rules.

Directors to give effect to resolution

19.3 The Directors may do all things necessary to give effect to the resolution and, in particular, to adjust the rights of the Members among themselves so as to cater for fractions of a share or debenture or fractions of a cent.
19.4 Subject to obtaining any approvals required under the Listing Rules, the Directors may capitalise any sum referred to in Article 19.1 by applying the sum in paying up in full unissued shares and issuing them as fully paid:
- (a) to Members who are eligible to participate in an employee share plan approved by the Company and not to the other Members; and
- (b) to those Members without regard to the number of shares held by those Members or the amount paid or credited as paid on those shares, in accordance with the terms and conditions of the employee share plan.
Statutory power not affected 19.5 Nothing in Article 19.1, 19.2, 19.3 or 19.4 limits any power to capitalise profits conferred by the Corporations Act.

20 Notices

Service of Notices

20.1 Without limiting any other way in which notice may be given to a Member or any other person under this constitution, the Corporations Act or the Listing Rules, a notice may be given by the Company to any Member or any other person by:
(a) delivering it to the person personally;
(b) sending it by post to the person at their address as shown in the Register or the address supplied by the person to the Company for the giving of notices to the person;
(c) sending it by fax or other electronic means to the fax number or electronic address the person has supplied to the Company for giving notices; or
(d) by notifying the person of the notice’s availability by an electronic means nominated by the person for that purpose.

Sending by post

20.2 If a notice is sent by post, delivery of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and the notice is deemed to have been delivered on the day after the date of its posting.

Sending by facsimile or other electronic means

20.3 If a notice is sent by facsimile transmission, delivery of the notice is deemed to be effected at the time the fax is sent if the correct fax number appears on the facsimile transmission report produced by the sender’s fax machine.
20.4 If a notice is sent by electronic transmission, the notice is taken as served at the time the electronic transmission is sent if:

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(a) there is satisfactory evidence that the electronic transmission was correctly addressed and sent by the Company to that address;
(b) a message indicating receipt has been received by the Company; or
(c) there is other satisfactory evidence that the notice reached the electronic address the person has supplied to the Company for giving notices.

Giving by notifying of availability by electronic means

20.5 If a notice is given to a person by notifying the person of the notice’s availability by an electronic means nominated by the person for that purpose, the notice is taken as given at 10.00am on the day after the date on which the member is notified that the notice is available.

Joint holders

20.6 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.

Transferees etc. bound

20.7 Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every notice given in accordance with this Article to the person from whom that person derives title prior to registration of that person’s title in the Register.

Deemed notice

20.10 If a Member has elected to not receive, or due to an accidental or erroneous omission or circumstances beyond the Company’s control does not receive, a notice, document or other communication from the Company, the Member will nevertheless be deemed to have received, and to be aware of the information contained in, the notice, document or other communication.

No other entitlement

20.11 Except as required by law, no other person is entitled to receive notices of general meetings.

Listing Rules and ASX Settlement Operating Rules

20.12 Any notice given under the Listing Rules or ASX Settlement Operating Rules must contain everything those rules require it to contain.

21 Inspection of records

Inspection by	Members
21.1	Subject to the requirements of the Corporations Act, the Directors may determine whether and to
	what extent, and at what time and places and under what conditions, the accounting records and
	other documents of the Company or any of them will be open to the inspection of Members other
	than Directors, and a Member other than a Director does not have the right to inspect any
	document of the Company except as provided by law or authorised by the Directors or by the
	Company in general meeting.
21.2	The Company may enter into contracts with its Directors or former directors agreeing to provide
	continuing access for a specified period after the Director ceases to be a Director to board papers,
	books, records and documents of the Company which relate to the period during which the
	Director or former director was a Director on such terms and conditions as the Directors think fit
	and which are not inconsistent with this Article 21.
21.3	The Company may procure that its subsidiaries provide similar access to board papers, books,
	records or documents as that set out in Articles 21.1 and 21.2.
21.4	This Article 21 does not limit any right the Directors or former directors otherwise have.

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22 Winding up

Distribution of assets

22.1 If the Company is wound up and the assets available for distribution among the Members are insufficient to repay the whole of the capital paid up on the shares held by them the deficiency shall be borne by the Members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively and if the assets so available are more than sufficient to pay the whole of the capital paid up at the commencement of the winding up the excess shall be distributed among the Members in proportion to the capital paid up or which ought to have been paid up at the commencement on the shares held by them respectively but this Article shall not prejudice or affect the rights of Members holding shares issued upon special terms and conditions.

Special resolution

22.2 If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company:
(a) divide among the Members in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator 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; and
(b) vest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Member is compelled to accept any shares or other securities in respect of which there is any liability.

23	Restricted securities	Restricted securities
Disposal
	23.1	Securities classified as restricted securities under a current Restriction Agreement cannot be
		disposed of during the escrow period except as permitted by the Listing Rules or ASIC.

Acknowledgment of disposal

23.2 The Company must refuse to acknowledge a disposal (including registering a transfer) of securities so classified as restricted securities during the escrow period except as permitted by the Listing Rules or ASIC.

Other rights

23.3 During a breach of the Listing Rules relating to securities so classified as restricted securities, or a breach of a Restriction Agreement, the holder of the restricted securities is not entitled to any dividend or distribution, or voting rights, in respect of the restricted securities.

24 Indemnity

Indemnity of officers 24.1 Every person who is or has been a director, secretary or executive officer of the Company, and each other officer or former officer of the Company or of its related bodies corporate as the Directors in each case determine, is indemnified by the Company, to the maximum extent permitted by law, against all losses or liabilities incurred by the person, whether before or after the date of adoption of this Article, as such an officer including, but not limited to, a liability for negligence and for legal costs on a full indemnity basis.

Indemnity of committee and tribunal members 24.2 A person who is or has been a member of a committee appointed under Article 15.5 or of a tribunal appointed under Article 14.6 or otherwise but is not a director, secretary or executive officer of the Company (or a person that the Directors have determined to indemnify under Article 24.1) is indemnified, in the manner and to the extent stated in Articles 24.1, in relation to matters arising out of the person’s position as a member of the committee or tribunal in the same manner as an executive officer is indemnified in relation to matters arising out of his or her position as an executive officer.

Insurance
24.3	The	Company may, to the extent permitted by law:
	(a)	purchase and maintain insurance; or
	(b)	pay or agree to pay a premium for insurance,

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for any person who is or has been a director, secretary or executive officer of the Company or its related bodies corporate or is a person indemnified under Article 24.1 or 24.2 against any liability incurred by that person as such an officer or acting as a member of a committee or tribunal including, but not limited to, a liability for negligence and for legal costs.

25 Transitional General provisions 25.1 This constitution must be read and construed in such manner that: (a) every Director, Managing Director, alternate director and Secretary in office as such immediately before the Transition Time continues in office subject to and shall be regarded as appointed under this constitution;
(b) every committee and tribunal constituted under the articles of association of the Company in force before the Transition Time continues to exist and to function subject to and shall be regarded as appointed under this constitution;
(c) the Directors are deemed to have fixed pursuant to Article 12.1 immediately after the Transition Time a number equal to the number of the Directors in office at the Transition Time;
(d) any register maintained by the Company immediately before the Transition Time shall be regarded as maintained subject to and in conformity with this constitution;
(e) any seal adopted by the Company before the Transition Time as a certificate seal or official seal shall be regarded as a seal which the Company has under an authority conferred by this constitution; and
(f) unless a contrary intention appears, all persons things and circumstances appointed or created by or under the articles of association of the Company in force before the Transition Time shall continue to have the same status, operation and effect after the Transition time.

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ASX Limited Index of Constitution

1 Preliminary	1
2 Share capital and variation of rights	4
3 Lien	5
4 Calls on shares	6
5 Transfer of shares	7
6 Transmission of shares	9
7 Forfeiture of shares	10
8 Alteration and reduction of capital	11
9 Unacceptable control or involvement situation	11
10 General meetings	13
11 Proceedings at general meetings	13
12 The Directors	17
13 [Deleted]	20
14. Powers and duties of Directors	20
15 Delegation by Directors	21
16 Proceedings of Directors	22
17 Secretary and seals	24
18 Dividends and reserves	25
19 Capitalisation of profits	26
20 Notices	27
21 Inspection of records	28
22 Winding up	29
23 Restricted securities	29
24 Indemnity	29
25 Transitional	30

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AI assistant

ASX LIMITED — Governance Information 2012

64439_rns_2012-10-04_8a8dcb0c-8c21-4172-ba6a-0ef5a7b931da.pdf

5 October 2012

ASX Amended Constitution

Amanda J Harkness

Media:

Finance/Investor Relations:

Corporations Act 2001 (Cth)

Constitution

of

ASX LIMITED

a company limited by shares

Definitions

Member

Interpretation

Corporations Act definitions apply

Interpretation subject to Corporations Act

References to Listing Rules

Headings

Currency

Exclusion of certain provisions

Status of this constitution

Compliance with the Listing Rules

Exercising powers

Directors to issue shares

Requirement for general meeting

Grant of options etc

Variation of rights

Effect of issue of equal ranking shares

Class meetings

Recognition of trusts

Recognition of other interests

Delivery of certificates

3 Lien

Lien on share for unpaid calls etc

Other remedies not affected

Sale under lien

Prerequisites to sale

Transfer on sale under lien

Registration of transferee

Title of transferee

Proceeds of sale

Directors to make calls

Instalments

Revocation or postponement of call

5 Transfer of shares Forms of instrument of transfer

Directors’ powers to procure a holding lock and to refuse to register

Obligations consequential upon transfer or conversion of securities

Participation in automated systems

6 Transmission of shares

Transmission of shares on death of holder

Right to registration on death or bankruptcy

Notice by person electing to be registered

Nomination of another person to be registered

Restrictions on transfer apply

Effect of transmission

Where two or more persons entitled

Notice requiring payment of call

Content of notice

Title of transferee

Forfeiture applies to non-payment of instalment

Proceeds of disposal

8 Alteration and reduction of capital

Company’s power

Listing Rules

9 Unacceptable control or involvement situation

Interpretation

Obligation to comply with notice

Directors may give notice requiring disposal of shares

Company’s power to dispose

Ancillary Provisions

Application of moneys

10 General meetings

Annual general meeting 10.1 Annual general meetings of the Company are to be held in accordance with the Corporations Act.

General meeting

Notice of general meeting

Waiver of notice etc

Non-receipt of notice

Postponement or cancellation of meeting

ASX LIMITED Governance Information 2012