CONSTITUTION ECLIPSE URANIUM LIMITED

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6.5	Notice to Home Branch
6.6	Right to Attend Meetings
6.7	Meetings in 2 or More Places
6.8	Quorum
6.9	Chairperson
6.10	General Conduct of Meetings
6.11	Resolutions of Members
6.12	Polls
6.13	Adjourned, Cancelled and Postponed Meetings
6.14	Voting Rights
6.15	Objections to Voting
6.16	Proxies, Attorneys and Representatives

7.	DIRECTORS
7.1	Number of Directors
7.2	Appointment of Directors
7.3	Vacation of Office
74	Alternate Directors
7.5	Remuneration of Directors
7.6	Interests of Directors
7.7	No Share Qualification
8.	OFFICERS
8.1	Managing Director
8.2	Secretary
8.3	Indemnity and Insurance
9.	POWERS OF THE COMPANY AND DIRECTORS

9.1
9.2	General Powers
9.3	Execution of Documents
9.4	Borrowings
9.5	Committees and Delegates
	Attorney or Agent
10.	PROCEEDINGS OF DIRECTORS
10.1 10.2	Written Resolutions of Directors
10.3	Convening of Directors' Meetings
10.4	Notice of Directors' Meetings
10.5	Quorum
10.6	Chairperson Resolutions of Directors
10.7	Effectiveness of Acts by Directors

11. 11.1	DIVIDENDS AND PROFITS
11.2	Payment of Dividends
11.3	Dividends for Different Classes
11.4	Dividends Proportional to Paid Up Capital Effect of a Transfer on Dividends
11.5	No Interest on Dividends
11.6	Unpaid Amounts
11.7	Capitalisation of Profits
11.8	Distributions of Assets
11.9	Dividend Plans
12.
12.1	WINDING UP
12.2 12.3	Distributions Proportional to Paid Up Capital Distributions of Assets

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1. PRELIMINARY

$1.1$ Nature of Company

The Company is a public company limited by shares.

$1.2$ Status of Constitution

The replaceable rules in the Corporations Act do not apply to the Company.

$1.3$ Definitions

In this Constitution, unless the context otherwise requires:

'Alternate Director' means a person holding office as an alternate director of the Company pursuant to Rule 7.4;

'Applicable Law' means the Corporations Act, the Listing Rules and the ASTC Settlement Rules:

'Approving Resolution Deadline, in relation to a Proportional Takeover Bid' means the day that is 14 days before the last day of the bid period;

'Approving Resolution in relation to a Proportional Takeover Bid' means a resolution to approve the proportional takeover bid passed in accordance with Rule $4.13(b)$ ;

'ASIC' means the Australian Securities and Investments Commission;

'ASTC' means Settlement and Transfer Corporation Pty Ltd ABN 49 008 504 532:

'ASTC Settlement Rules' means the settlement rules of the ASTC;

'ASX' means Australian Securities Exchange Limited;

'Auditor' means any person appointed to perform the duties of auditor of the Company from time to time;

'Business Day' has the meaning which it bears in the Listing Rules;

'Certificated Subregister' means that part of the Register for a class of the Company's securities that is administered by the Company and records certificated holdings of securities in that class;

'CHESS' means the Clearing House Electronic Subregister System operated by ASTC or such other securities clearing house as is approved pursuant to the Corporations Act from time to time and to which the Listing Rules apply;

'CHESS Approved Securities' means securities of the Company which have been approved by ASTC in accordance with the ASTC Settlement Rules;

'CHESS Subregister' means that part of the Register for a class of Chess Approved Securities that is administered by ASTC and records uncertificated holdings of securities in that class;

'Official List' means the official list of entities that ASX has admitted and not removed:

'Official Quotation' means the official quotation of the Company's securities on ASX:

'Personal Representative' means the legal personal representative, executor or administrator of the estate of a deceased person;

Prescribed Notice' means the notice prescribed by the Corporations Act;

Proper ASTC Transfer' has the meaning which it bears in Regulation 1.0.02 of the Corporations Regulations 2001;

'Proportional Takeover Bid' means a takeover bid that is made or purports to be made under section $618(1)(b)$ of the Corporations Act in respect of securities included in a class of securities in the company;

'Register' means the register of Members and, where applicable, includes the Certificated Subregister, the CHESS Subregister and the Issuer Sponsored Subregister;

'Related Corporation' means a corporation that is related to the Company by virtue of sections 9 and 50 of the Corporations Act;

'Relevant Class in relation to a Proportional Takeover Bid' means the class of securities in the company in respect of which offers are made under the proportional takeover bid;

'Relevant Officer' means a person who is, or has been, a Director or Secretary;

'Relevant Securities' means all parcels of Securities of a particular class that are less than a Marketable Parcel at the Notice Date;

'Representative' means any person authorised to act as a representative of a body corporate pursuant to section 250D of the Corporations Act;

'Restricted Securities' has the meaning which it bears in the Listing Rules;

'Retention Date' means the date (being not less than 42 days after the Notice Date) specified as such in the Elimination Notice;

'Sale Securities' means Relevant Securities for which a Retention Notice has not been received by the Retention Date;

'Seal' means the common seal of the Company (if any) and, where the context so requires, includes any Share seal, certificate seal or official seal of the Company;

'Secretary' means any person appointed to perform the duties of secretary of the Company from time to time;

'Securities' has the meaning which it bears in section 92(3) of the Corporations Act;

'Share' means a share in the capital of the Company;

$(i)$ references to any legislation, or to any section or provision of any legislation, includes any statutory modification or re-enactment or any statutory provision substituted for it, and any ordinances, by-laws, regulations, and other statutory instruments issued under any legislation;
$(k)$ if any day appointed or specified by this Constitution for the doing of any thing falls on a day which is not a Business Day, the day so appointed or specified shall be deemed to be the next Business Day; and
words and expressions defined in the Applicable Law shall, unless $(1)$ otherwise defined in this Constitution or unless the context otherwise requires, have the same meanings when used in this Constitution.

Exercise of Powers 1.5

Where this Constitution confers a power or imposes a duty then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.

1.6 Severability

If, at any time, any provision of this Constitution is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, it shall not affect or impair:

$(a)$ the legality, validity or enforceability in that jurisdiction of any other provision of this Constitution; or
$(b)$ the legality, validity or enforceability under the law of any other jurisdiction of that provision or any other provision of this Constitution.

$2.$ SHARE CAPITAL

$2.1$ Issue of Shares and Options

$(a)$ Subject to the Applicable Law and any rights attached to a class of Shares, the Company (under the control of the Directors) may:
$(i)$ allot and issue unissued Shares; and
$(ii)$ grant options over unissued Shares, on any terms, at any time and for any consideration, as the Directors resolve.
The Company may issue preference Shares, including redeemable $(b)$ preference Shares.
Subject to the Applicable Law, the Company may pay brokerage or $(c)$ commission to a person in respect of that person or another person agreeing to subscribe for unissued Shares or other securities of the Company.
$(d)$ The payment of brokerage or commission pursuant to Rule 2.1(c) may include any or all of the payment of cash, the issue of Shares or other securities, the grant of options and the transfer of assets.

document required to transfer the relevant shares to that Member.

2.5 Recognition of Ownership

Except as required by law or this Constitution, the Company is not required to recognise any interest in, or right in respect of, a Share except an absolute right of legal ownership of the Member registered as the holder of that Share.

2.6 Joint Holders

$(a)$ If a Share is held jointly by 2 or more persons, those persons hold that Share as joint tenants.
$(b)$ The Company is not required to register more than 3 persons as joint holders of a Share.

2.7 Certificates

Subject to the Applicable Law and this Constitution, each person whose $(a)$ name is entered as a Member in the Register is entitled, free of charge, to receive a Share certificate under the seal in accordance with the Corporations Act in respect of each class of Shares registered in the Member's name. In addition:
the Company shall dispatch all Share certificates, required by $(i)$ this Constitution to be issued, within 5 Business Days of the issue of the relevant Shares:
$(ii)$ if any Shares are jointly held:
- $(A)$ the Company is not required to issue more than one Share certificate; and
- (B) delivery of a Share certificate to any one of the joint holders is deemed to be delivery to all of them;
each Share certificate issued in accordance with this Rule 2.7 $(iii)$ must include all information required by the Listing Rules or the ASTC Settlement Rules to be provided to the holder of the Shares; and
subject to the Corporations Act, the Company must issue a $(iv)$ replacement Share certificate if:
- $(A)$ the Company receives and cancels the existing Share certificate; or
- the Company is satisfied that the existing Share $(B)$ certificate has been lost or destroyed and the Member pays such fee as the Directors resolve from time to time.
$(b)$ Rule $2.7(a)$ shall not apply if, and to the extent that, on an application by or on behalf of the Company, ASIC has made a declaration under section

created by a transfer of a number of Securities of that class that was less than a Marketable Parcel at the time:

$(i)$ a Proper ASTC Transfer was initiated; or
$(ii)$ a paper based transfer was lodged.
The Company must give a Member referred to in Rule $2.10(d)$ a notice $(e)$ stating that the Securities have been sold or disposed of.

Exercise of Power of Sale of Unmarketable Parcels 2.11

$(a)$ Subject to Rule 2.10 and this Rule 2.11, the exercise by the Company of the power referred to in Rule 2.10 extinguishes:
all interests in the Sale Securities of the former Minority $(i)$ Member: and
all claims against the Company in respect of the Sale Securities $(ii)$ by that Minority Member, including all Dividends determined to be paid in respect of those Sale Securities and not actually paid.
For the purposes of the sale or disposal of Sale Securities under Rule 2.10 $(b)$ and this Rule 2.11, each Minority Member appoints the Company:
$(i)$ as the Minority Member's agent to sell or otherwise dispose of all of the Sale Securities at such price or consideration, on such other terms, in such manner, and at such times as the Directors think fit:
$(ii)$ as the Minority Member's agent to receive the proceeds of sale on behalf of the Minority Member; and
each of its Directors jointly and severally, as the Minority $(iii)$ Member's attorneys, in that Minority Member's name and on that Minority Member's behalf, to effect all transfer documents, deeds, instruments or other documents necessary to sell or dispose of the Sale Securities.
$(c)$ Subject to the Applicable Law and Rule 2.10 and this Rule 2.11, the Company may sell, or dispose of, Sale Securities at any time, in any manner and on any terms as the Directors may determine in their absolute discretion.
$(d)$ The Company may:
$(i)$ exercise any powers permitted under the Applicable Law to enable the sale or disposal of Sale Securities under Rule 2.10 and this Rule 2.11;
receive the proceeds of any sale or disposal of the Sale $(ii)$ Securities;
appoint a person to sign a transfer for the Sale Securities; and $(iii)$

No Prohibition on Foreign Ownership 2.12

Nothing in this Constitution shall have the effect of limiting or restricting the ownership of any securities of the Company by foreign persons except where such limits or restrictions are prescribed by Australian law.

3. CALLS, COMPANY PAYMENTS, FORFEITURE AND LIENS

$3.1$ Calls

$(a)$ Subject to the Corporations Act and the terms of issue of a Share, the Company (under the control of the Directors) may, at any time, make calls on the Members of a Share for all, or any part of, the amount unpaid on the Share.
$(b)$ The Company (under the control of the Directors) may make calls payable for one or more Members for different amounts and at different times.
Subject to the terms of issue of a Share, a call may be made payable by $(c)$ instalments.
$(d)$ The Directors may revoke or postpone a call or extend the time for payment of a call.
A call is made when the Directors resolve to make the call. $(e)$
$\bigcap$ The Company must give notice of a call to Members as required by the Applicable Law.
A notice of a call must: $(g)$
$(i)$ be in writing;
$(ii)$ specify the amount of the call;
specify the time and place of payment of the call; and $(iii)$
$(iv)$ specify the person to whom that call must be paid.
$(h)$ A call is not invalid if:
$(i)$ a Member does not receive notice of the call; or
the Company accidentally does not give notice of the call to a $(ii)$ Member.
A Member must pay to the Company the amount of each call made on the $(i)$ Member to the persons and at the times and places specified in the notice of the call.
$(i)$ If an amount unpaid on a Share is payable, by the terms of issue of the Share or otherwise, in one of more fixed amounts on one or more fixed dates, the Member of that Share must pay to the Company those amounts on those dates.
$(i)$ a Dividend determined to be paid from the profits of the Company; or
$(ii)$ any surplus of the Company in a winding up of the Company, for the period before the date when the amount paid would have otherwise become payable.

$3.2$ Company Payments on Behalf of a Member

$(a)$ A Member or, if the Member is deceased, the Member's Personal Representative, must indemnify the Company against any liability which the Company has under any law to make a payment (including payment of a tax) in respect of:
$(i)$ a Share held by that Member (whether solely or jointly);
a transfer or transmission of Shares by that Member; $(ii)$
$(iii)$ a Dividend or other money which is, or may become, due or payable to that Member; or
$(iv)$ that Member.
$(b)$ A member, or if the Member is deceased, the Member's Personal Representative, must pay to the Company immediately on demand:
- $(i)$ the amount required to reimburse the Company for a payment referred to in Rule $3.2(a)$ ; and
- $(ii)$ pay to the Company interest at the rate specified in Rule 3.6(a) on any amount referred to in Rule 3.2(a) paid by the Company, from the date of payment by the Company until and including the date the Company is reimbursed in full for that payment.
$(c)$ The Company may refuse to register a transfer of any Shares by a Member referred to in Rule 3.2(a), or that Member's Personal Representative, until all money payable to the Company under this Rule $3.2(a) - (d)$ has been paid.
$(d)$ The powers and rights of the Company under this Rule $3.2(a) - (d)$ are in addition to any right or remedy that the Company may have under the law which requires the Company to make a payment referred to in paragraph Rule $3.2(a)$ .
$(e)$ The company may recover an amount due and payable under Rule $3.2(a)$ – (d) from the Member or the Member's Personal Representative by any or all of:
$(i)$ deducting all, or part of, that amount from any other amount payable by the Company to that person in respect of the Shares of that person;
$(ii)$ commencing legal action against that person for all, or part of, that amount: or
$(f)$ The Company may sell, reissue, or otherwise dispose of, a Share which has been forfeited on any terms and in any manner as the Directors resolve.
The Company may, by ordinary resolution passed at a general meeting of $(g)$ Members, cancel a Share which has been forfeited under the terms on which the Share is on issue.
$(h)$ A certificate in writing from the Company signed by a Director or Secretary certifying that a Share was forfeited on a specified date is sufficient evidence of:
$(i)$ the forfeiture of that Share; and
$(ii)$ the right and title of the Company to sell, reissue, or otherwise dispose of, that Share.
$(i)$ Subject to the Corporations Act, the Directors may:
$(i)$ waive any or all of the rights of the Company under this Rule $3.3$ ; and
at any time before a sale, disposition, reissue or cancellation of a $(ii)$ forfeited Share, cancel the forfeiture on any terms as the Directors resolve.
$3.4$ Liens
$(a)$ The Company has a first ranking lien on:
- $(i)$ each Share registered in the name of a Member;
- the proceeds of sale of those Shares; and $(ii)$
- all Dividends determined to be payable in respect of those $(iii)$ Shares, for:
- $(A)$ each unpaid call or instalment which is due but unpaid on those Shares:
- (B) all amounts which the Company is required by law to pay, and has paid, in respect of those Shares (including any payment under Rule 3.2) or the forfeiture or sale of those Shares; and
- $(C)$ all interest and expenses due and payable to the Company under this Rule 3.
$(b)$ The Company may sell a Share of a Member to enforce a lien on that Share if:
- $(i)$ an amount secured by that lien is due and payable;
$(i)$ the expenses of the sale, other disposal or reissue;
$(ii)$ the amounts due and unpaid in respect of those Shares; and
the balance (if any) to the former Member or the former $(iii)$ Member's Personal Representative, on the Company receiving the certificate (if any) of those Shares or other evidence satisfactory to the Company regarding the ownership of those Shares.

3.6 Interest

$(a)$ A person must pay interest under this Rule 3 to the Company:
$(i)$ at a rate the Directors resolve; or
$(ii)$ if the Directors do not resolve, at 8% per annum.
$(b)$ Interest payable to the Company under this Rule 3 accrues daily.
$(c)$ The Company may capitalise interest payable under this Rule 3 at any interval the Directors resolve.

$\overline{4}$ . TRANSFER OF SHARES

$4.1$ Participation in CHESS

Subject to the Applicable Law, the Directors may do anything they consider necessary or desirable to facilitate participation by the Company in CHESS or any other computerised or electronic share transfer registration or stock market settlement system introduced by, or acceptable to, ASX in respect of transfers of, or dealings in, marketable securities.

Form of Transfer 4.2

Subject to this Constitution, Members may transfer any Shares held by them by:

$(a)$ a Proper ASTC Transfer or any other method of transferring or dealing in Shares introduced by ASX or operated in accordance with the ASTC Settlement Rules or the Listing Rules and, in such case, recognised under the Corporations Act; or
$(b)$ an instrument in writing in any usual or common form or in any other form that the Directors, in their absolute discretion, approve from time to time.

$4.3$ CHESS Transfers

$(a)$ The Company must comply with all obligations imposed on it under the Applicable Law in respect of a Proper ASTC Transfer or any other transfer of Shares.
$(b)$ Notwithstanding any other provision of this Constitution, the Company must not prevent, delay or interfere with the registration of a Proper ASTC Transfer or any other transfer of Shares.
$(a)$ 30 days in each calendar year; or
$(b)$ any one period of more than 5 consecutive Business Days.

4.8 Retention of Transfers

$(a)$ Subject to the ASTC Settlement Rules, all registered instruments of transfer must be retained by the Company.
$(b)$ Any instrument of transfer which the Directors decline or refuse to register must be returned to the transferee on demand (except in the case of fraud).

4.9 Powers of Attorney

Any power of attorney granted by a Member which empowers the grantee to transfer Shares and is lodged, produced or exhibited to the Company or any Officer:

$(a)$ shall be taken and deemed to continue and remain in full force and effect, as between the Company and the grantor of the power;
$(b)$ may be acted upon until express notice in writing of:
$(i)$ its revocation; or
the death of the grantor of the power, is lodged at the registered $(ii)$ office of the Company or at the place where the Register is kept.

4.10 Other Securities

The provisions of this Rule 4 shall apply, with the necessary alterations, to any other Listed Securities issued by the Company from time to time.

4.11 Compliance with Rules

The Company must comply with the Listing Rules and the ASTC Settlement Rules in relation to all matters covered by such rules.

4.12 Transferor Remains Holder Until Registration

A transferor of Shares remains the registered holder of the Shares until:

$(a)$ a Proper ASTC Transfer has taken effect in accordance with the ASTC Settlement Rules:
$(b)$ the transfer is registered in the name of the transferee and is entered in the Register,

whichever is the earlier.

$\overline{5}$ . TRANSMISSION OF SHARES

$5.1$ Deceased Members

$(a)$ If a Member (not being one of several joint holders) dies, the Company must recognise only the Personal Representative of that Member as having any title or interest in the Shares registered in the name of that Member or any benefits accruing in respect of those Shares.
$(b)$ If a Member (being any one or more of the joint registered holders of any Share) dies, the Company must recognise only the surviving joint registered holders of that Share as having any title to, or interest in, or any benefits accruing in respect of, that Share.
$(c)$ The estate of a deceased Member is not released from any liability in respect of the Shares registered in the name of that Member.
$(d)$ Where 2 or more persons are jointly entitled to any Share as a consequence of the death of the registered holder of that Share, they are taken to be joint holders of that Share.

$5.2$ Transmission Events

$(a)$ Subject to the Bankruptcy Act 1966 and the Corporations Act, if a person entitled to a Share because of a Transmission Event gives the Directors the information they reasonably require to establish the person's entitlement to be registered as the holder of any Shares, that person may:
$(i)$ elect to be registered as a Member in respect of those Shares by giving a signed notice in writing to the Company; or
$(ii)$ transfer those Shares to another person.
$(b)$ Upon receiving a notice under Rule $5.2(a)(i)$ the Company must register the person as the holder of those Shares.
A transfer pursuant to Rule $5.2(a)(ii)$ is subject to all provisions of this $(c)$ Constitution relating to transfers of Shares.
$(d)$ A person registered as a Member as a consequence of Rule 5.2(a)-(c) must indemnify the Company to the extent of any loss or damage suffered by the Company as a result of that registration.
$(e)$ A person who has given to the Directors the information referred to in Rule $5.2(a)$ in respect of a Share, is entitled to the same rights to which that person would be entitled if registered as the holder of that Share.

6. PROCEEDINGS OF MEMBERS

6.1 Written Resolutions of Members

$(a)$ The Company may pass a resolution without a meeting of Members being held if all the Members entitled to vote on the resolution sign a document

$(ii)$ each Director;
$(iii)$ each Alternate Director;
$(iv)$ the Auditor; and
$(v)$ if the Company has issued and there are currently any Listed Securities, the Home Branch.
$(c)$ Subject to Rule 6.13(h), a notice of a meeting of Members must:
$(i)$ set out the place, date and time of the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this);
$(ii)$ state the general nature of the business to be transacted at the meeting;
$(iii)$ if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution:
$(iv)$ if a Member is entitled to appoint a proxy, contain a statement setting out the following information:
- $(A)$ that the Member has a right to appoint a proxy;
- whether or not the proxy needs to be a Member; and (B)
- $(C)$ that a Member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise; and
$(v)$ if the Company is included in the Official List:
- $(A)$ specify a place and fax number for the purposes of receipt of proxy appointments (and may specify an electronic address for such purposes); and
- (B) comply with the Listing Rules.
$(d)$ A person may waive notice of any meeting of Members by notice in writing to the Company to that effect.
$(e)$ Subject to the Corporations Act, anything done (including the passing of a resolution) at a meeting of Members is not invalid if either or both:
a person does not receive notice of the meeting; or $(i)$
$(ii)$ the Company accidentally does not give notice of the meeting to a person.
$(i)$ in the opinion of the chairperson, is not complying with the reasonable directions of the chairperson:
$(ii)$ has any audio or visual recording device;
$(iii)$ has a placard or banner;
$(iv)$ has an article the chairperson considers to be dangerous, offensive or liable to cause disruption;
$(v)$ refuses to produce, or to permit examination of, any article, or the contents of any article, in the person's possession;
$(v_i)$ behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
$(vii)$ is not:
$(A)$ a Member;
(B) a proxy, attorney or Representative of a Member; or
$(C)$ the Auditor.

6.7 Meetings in 2 or More Places

A meeting of Members may be held in 2 or more places linked together by $(a)$ any technology that:
$(i)$ gives the Members as a whole in those places a reasonable opportunity to participate in the proceedings;
$(ii)$ enables the chairperson to be aware of the proceedings in each place; and
$(iii)$ enables the Members in each place to vote on a show of hands and on a poll.
$(b)$ If a meeting of Members is held in 2 or more places pursuant to Rule $6.7(a)$ :
$(i)$ a Member present at one of the places is taken to be present at the meeting; and
$(ii)$ the chairperson of the meeting may determine at which place the meeting is taken to be held.

6.8 Quorum

$(a)$ A quorum for a meeting of Members is:
$(i)$ 2 Members entitled to vote at that meeting; or
$(ii)$ where the Company has only one Member, that Member.
$(i)$ a chairperson of the meeting has not been elected by the Directors pursuant to Rule 6.9(b); or
the chairperson elected by the Directors is not willing to chair all $(ii)$ or part of the meeting,

the Members present must elect another person present and willing to act to chair all or part of the meeting.

6.10 General Conduct of Meetings

$(a)$ Subject to the Corporations Act, the chairperson of a meeting of Members:
$(i)$ is responsible for the general conduct of, and the procedures to be adopted at, the meeting;
- $(ii)$ may make rulings or adjourn the meeting without putting a question (or any question) to the vote if that action is required to ensure the orderly conduct of the meeting:
$(iii)$ may determine the procedures to be adopted for the casting or recording of votes;
$(iv)$ may determine any dispute concerning the admission, validity or rejection of a vote at the meeting;
$(v)$ may terminate debate or discussion on any matter being considered at the meeting and require that matter to be put to a vote;
$(v_i)$ may refuse to allow debate or discussion on any matter which is not business referred to in the notice of meeting or is not business referred to in Rule 6.3(b);
$(vii)$ may refuse to allow any amendment to be moved to a resolution set out in the notice of meeting; and
$(viii)$ may delegate to any person any power conferred by this Rule $6.10(a)$ .
$(b)$ The powers conferred on the chairperson of a meeting of Members pursuant to Rule 6.10(a) shall not limit the powers otherwise conferred by law.
$(c)$ Unless the approval of the chairperson of the meeting of Members is obtained, no person may move at any meeting of Members:
any resolution (other than a resolution in the same terms as $(i)$ specified in the notice of meeting); or
$(ii)$ any amendment of a resolution, in respect of any business other than:
A demand for a poll on a resolution at a meeting of Members shall not $(f)$ prevent:
$(i)$ the continuation of the meeting; or
the transaction of any other business of the meeting. $(ii)$

6.13 Adjourned, Cancelled and Postponed Meetings

Subject to the Corporations Act, the chairperson: $(a)$
$(i)$ may adjourn a meeting of Members to any date, time and place as the chairperson determines; and
$(ii)$ must adjourn a meeting of Members (to a date, time and place to be determined by the chairperson) if the Members present with a majority of votes that may be cast at that meeting agree or direct the chairperson to do so.
$(b)$ No person other than the chairperson of a meeting of Members may adjourn that meeting.
A resolution passed at a meeting of Members resumed after an $(c)$ adjournment is passed on the day it was passed.
$(d)$ Only unfinished business may be transacted at a meeting of Members resumed after an adiournment.
Subject to the Corporations Act and this Rule 6.13, the Directors may, at $(e)$ any time, postpone or cancel a meeting of Members by giving notice, not less than 5 Business Days before the time at which the meeting was to be held, to:
$(i)$ each Member;
$(ii)$ each Director;
$(iii)$ each Alternate Director (if any); and
$(iv)$ the Auditor, as at the date of the notice.
A meeting of Members called pursuant to Rule 6.2(b) must not be $(f)$ cancelled by the Directors without the consent of the Members who requested the meeting.
A meeting of Members called pursuant to Rule 6.2(c) must not be $(g)$ cancelled or postponed by the Directors without the consent of the Members who called the meeting.
A notice of a meeting of Members resumed from an adjourned meeting $(h)$ and a notice postponing a meeting of Members must set out the place, date and time for the revised meeting (and if the revised meeting is to be held in 2 or more places, the technology that will be used to facilitate this).
The authority of a proxy, attorney or Representative for a Member to $(i)$ speak or vote at a meeting of Members in respect of the Shares to which the authority relates is suspended while the Member is present in person at that meeting.
$(k)$ If more than one proxy, attorney or Representative for a Member is present at a meeting of Members:
none of them are entitled to vote on a show of hands; and $(i)$
on a poll, the vote of each one is of no effect where the aggregate $(ii)$ number or proportion of the Member's votes for which they have been appointed exceeds the total number or proportion of votes that could be cast by that Member.

6.15 Objections to Voting

An objection to the qualification of any person to vote at a meeting of (a) Members may only be made:
$(i)$ before the meeting, to the Directors; or
$(ii)$ at the meeting (or any resumed meeting if the meeting is adjourned), to the chairperson of that meeting.
$(b)$ Any objection pursuant to Rule $6.15(a)$ , must be decided in good faith by the Directors or the chairperson of the meeting of Members (as the case may be), whose decision shall be final and conclusive.

6.16 Proxies, Attorneys and Representatives

A Member, who is entitled to attend and cast a vote at a meeting of $(a)$ Members, may vote on a show of hands and on a poll:
in person or, if the Member is a body corporate, by its $(i)$ Representative;
by proxy or, if the Member is entitled to cast 2 or more votes at $(ii)$ the meeting, by not more than 2 proxies; or
$(iii)$ by attorney or, if the Member is entitled to cast 2 or more votes at the meeting, by not more than 2 attorneys.
(b) A proxy, attorney or Representative of a Member need not be a Member.
$(c)$ A Member may appoint a proxy, attorney or Representative for:
$(i)$ all or any number of meetings of Members; or
$(ii)$ a particular meeting of Members.
$(d)$ An instrument appointing a proxy is valid if it is signed by the Member making the appointment and contains:
$(i)$ the name and address of that Member;
$(k)$ If the name of the proxy or the name of the office of the proxy in a proxy form of a Member is not filled in, the proxy of that Member shall be:
$(i)$ the person specified by the Company in the form of proxy in the case the Member does not choose; or
$(ii)$ if no person is so specified, the chairperson of that meeting.
$(1)$ A Member may specify the manner in which a proxy or attorney votes on a particular resolution at a meeting of Members.
$(m)$ The appointment of a proxy or attorney by a Member may specify the proportion or number of the Member's votes that the proxy or attorney may exercise.
$(n)$ If a Member appoints 2 persons as proxy or attorney and the appointment does not specify the proportion or number of the Member's votes those persons may exercise, then those persons may exercise half of the votes of the Member.
$(o)$ If the total number of votes to which a proxy or attorney is entitled to exercise does not constitute a whole number, the Company must disregard the fractional part of that total.
$(p)$ An appointment of proxy or attorney for a meeting of Members is effective only if the Company receives the appointment (and any authority under which the appointment was signed or a certified copy of the authority) not less than 48 hours before the time scheduled for commencement of that meeting (or any adjournment of that meeting).
$(q)$ Unless the Company has received notice in writing of the matter not less than 48 hours before the time scheduled for the commencement of a meeting of Members, a vote cast at that meeting by a person appointed by a Member as a proxy, attorney or Representative shall, subject to this Constitution, be valid even if, before the person votes:
$(i)$ there is a Transmission Event in respect of that Member;
$(ii)$ that Member revokes the appointment of that person;
$(iii)$ that Member revokes the authority under which the person was appointed by a third party; or
$(iv)$ that Member transfers the Shares in respect of which the appointment is made.

$7.$ DIRECTORS

7.1 Number of Directors

$(a)$ The Company must have at least 3, and not more than 5, Directors.
$(b)$ The Company in general meeting may, by ordinary resolution, alter the minimum or maximum number of Directors provided that the minimum is
$(c)$ Unless a Director appointed under Rule 7.2(b) has retired under Rule 7.3(b), that Director must retire at the next AGM, and is eligible for reelection at that meeting.
$(d)$ If no Director is required to stand for re-election at the Company's AGM by reason of Rules 7.3(a) or 7.3(c) and no person nominates as a director pursuant to Rule 7.2(f) a Director must retire at that AGM which shall be:
$(i)$ the Director who has held their office as Director the longest period of time since their last election to that office; and
$(ii)$ if 2 or more Directors have held office for the same period of time since their last election, those Directors determined by the drawing of lots, unless those Directors agree otherwise.
Rules 7.3(a) to 7.3(d) do not apply to the managing director of the $(e)$ Company, or if more than one, the managing director of the Company determined by the Directors.
A Director may resign from office by giving a written notice of resignation $(f)$ to the Company at its registered office.
$(g)$ Subject to the Corporations Act, the Company in general meeting may, by ordinary resolution, remove any Director and, if thought fit, appoint another person in place of that Director.
$(h)$ A Director ceases to be a Director if:
$(i)$ the Director becomes of unsound mind or a person whose property is liable to be dealt with under a law relating to mental health:
the Director is absent (without the consent of the Directors) from $(ii)$ all meetings of the Directors held during a period of 6 months and the other Directors resolve that his or her office be vacated:
the Director resigns or is removed in accordance with this $(iii)$ Constitution:
$(iv)$ the Director is an Executive Director and ceases to be an employee of the Company or of a Related Corporation;
$(v)$ the Director becomes an insolvent under administration; or
$(vi)$ the Corporations Act so provides.

$7.4$ Alternate Directors

$(a)$ With the approval of a majority of the other Directors, a Director may appoint a person as an Alternate Director of that Director for any period.
$(b)$ An Alternate Director need not be a Member.
$(c)$ The appointing Director may terminate the appointment of his or her Alternate Director at any time.
$(ii)$ not be set as a commission on, or percentage of, operating revenue.
$(f)$ If a Director performs extra or special services, including being:
$(i)$ a member on a committee of Directors; or
$(ii)$ the chairperson of Directors or deputy chairperson of Directors, the Company may, subject to the Corporations Act and this Rule 7.5, pay such additional remuneration or provide such benefits to that Director as the Directors resolve.
$(g)$ The Company must pay all reasonable travelling, accommodation and other expenses properly incurred by a Director or Alternate Director:
$(i)$ in attending meetings of Directors or any meetings of committees of Directors:
$(ii)$ in attending any meetings of Members; and
$(iii)$ in connection with the business of the Company.
$(h)$ Subject to the Corporations Act and the Listing Rules, any Director may participate in any fund, trust or scheme for the benefit of:
$(i)$ past or present Directors or employees of the Company or a Related Corporation; or
$(ii)$ the dependants of, or persons connected with, any person referred to in Rule $7.5(h)(i)$ .
$(i)$ Subject to the Corporations Act and the Listing Rules, the Company may give, or agree to give, a person a benefit in connection with that person's, or someone else's, retirement from a board or managerial office in the Company or a Related Corporation.

7.6 Interests of Directors

$(a)$ A Director may:
$(i)$ hold an office or place of profit (except as auditor) in the Company, on any terms as the Directors resolve;
$(ii)$ hold an office, or otherwise be interested in, any Related Corporation or other body corporate in which the Company is interested or;
$(iii)$ act, or the Director's firm may act, in any professional capacity for the Company (except as auditor) or any Related Corporation or other body corporate in which the Company is interested, and retain the benefits of doing so if the Director discloses (in accordance with the Corporations Act and the Listing Rules) the interest giving rise to those benefits.
$(d)$ The Directors may revoke or vary:
$(i)$ the appointment of a managing director; or
$(ii)$ any power delegated to a managing director.
$(e)$ A managing director must exercise the powers delegated to him or her in accordance with any directions of the Directors.
$(f)$ The exercise of a power by a managing director is as effective as if the Directors exercised the power.
A person ceases to be a managing director if the person ceases to be a $(g)$ Director.

8.2 Secretary

Ĝ.

The first Secretary is the person specified as Secretary in the application $(a)$ for registration of the Company required under the Corporations Act.
$(b)$ The Directors may appoint one or more Secretaries for any period, and on any terms (including as to remuneration), as the Directors resolve.
Subject to any agreement between the Company and a Secretary, the $(c)$ Directors may remove or dismiss a Secretary at any time with or without cause.
$(d)$ The Directors may revoke or vary the appointment of a Secretary.
$(e)$ An act by a person as a Secretary is effective even if the appointment of that person, or the continuance of that appointment, is invalid because the Company or that person did not comply with this Constitution or any provision of the Corporations Act.
$(f)$ Rule 8.2(e) does not deal with the question whether an effective act by a person:
$(i)$ binds the Company in its dealings with other people; or
$(ii)$ makes the Company liable to another person.

8.3 Indemnity and Insurance

$(a)$ To the extent permitted by law, the Company must indemnify each Relevant Officer against:
$(i)$ a Liability of that person; and
$(ii)$ Legal Costs of that person.
$(b)$ To the extent permitted by law, the Company may make a payment (whether by way of advance, loan or otherwise) to a Relevant Officer in respect of Legal Costs of that person.
$(i)$ 2 Directors:
$(ii)$ a Director and a Secretary; or
$(iii)$ a Director and another person appointed by the Directors for that purpose.
$(b)$ The Company may execute a document without a common seal if the document is signed by:
$(i)$ 2 Directors;
$(ii)$ a Director and a Secretary; or
$(iii)$ a Director and another person appointed by the Directors for that purpose.
$(c)$ The Company may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with Rule 9.2(a) or 9.2(b).
$(d)$ The Directors may resolve, generally or in a particular case, that any signature on certificates for securities of the Company may be affixed by mechanical or other means.
$(e)$ Cheques and other negotiable instruments and electronic payment authorisations may be signed, drawn, accepted, endorsed or otherwise executed or authenticated by, or on behalf of, the Company in such manner and by such persons as the Directors resolve, and in the absence of any resolution may be executed by any 2 Directors or a Director and a Secretary.

9.3 Borrowings

Without limiting the generality of Rule 9.1, the Directors may at any time:

$(a)$ exercise all powers of the Company to:
$(i)$ borrow money:
charge any property or business of the Company or all or any of $(ii)$ its uncalled capital; and
$(iii)$ issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person;
$(b)$ sell or otherwise dispose of the whole or any part of the assets, undertakings and other properties of the Company, or any that may be acquired, on such terms and conditions as they deem appropriate, but:
$(i)$ the Company must comply with the Listing Rules;
any sale or disposition of the Company's main undertaking must $(ii)$ be made subject to the ratification of the sale or disposal by the Company in general meeting; and
$(b)$ Separate copies of the document referred to in Rule $10.1(a)$ may be used for assenting to by the Directors if the wording of the resolution and the statement is identical in each copy.
$(c)$ A Director may signify assent to a document under this Rule 10.1 by signing the document or by notifying the Company of the assent of the Director:
$(i)$ in a manner permitted by Rule 14.3; or
$(ii)$ by any technology including telephone.
$(d)$ Where a Director signifies assent to a document pursuant to Rule $10.1(c)$ other than by signing the document, the Director must, by way of confirmation, sign the document before or at the next meeting of Directors attended by that Director.
The resolution, the subject of a document under Rule $10.1(b)$ , is not $(e)$ invalid if a Director does not comply with Rule 10.1(d).

10.2 Convening of Directors' Meetings

A Director may call a meeting of Directors at any time. $(a)$
On the request of any Director, a Secretary of the Company must call a $(b)$ meeting of the Directors.
The Directors may meet, adjourn and otherwise regulate their meetings as $(c)$ they think fit.
$(d)$ A meeting of Directors may be held using any technology consented to by a majority of the Directors.
$(e)$ The consent of a Director under Rule 10.2(d):
$(i)$ may be for all meetings of Directors or for any number of meetings; and
may only be withdrawn by that Director within a reasonable $(ii)$ period before a meeting of Directors.
$(f)$ If a meeting of Directors is held in 2 or more places pursuant to Rule $10.2(d)$ :
a Director present at one of the places is taken to be present at $(i)$ the meeting unless, or until, the Director states to the chairperson of the meeting that the Director is discontinuing his or her participation in the meeting; and
the chairperson of the meeting may determine at which place the $(ii)$ meeting is taken to be held.
$(ii)$ in any other case, 2 Directors entitled to vote on a resolution that may be proposed at that meeting.
$(b)$ In determining whether a quorum for a meeting of Directors is present:
$(i)$ where a Director has appointed an Alternate Director, that Alternate Director is counted if the appointing Director is not present;
$(ii)$ where a person is present as Director and an Alternate Director for another Director, that person is counted separately provided that there is at least one other Director or Alternate Director present; and
$(iii)$ where a person is present as an Alternate Director for more than one Director, that person is counted separately for each appointment provided that there is at least one other Director or Alternate Director present.
$(c)$ A quorum for a meeting of Directors must be present at all times during the meeting.
$(d)$ If there are not enough persons to form a quorum for a meeting of Directors, one or more of the Directors (including those who have an interest in a matter being considered at that meeting) may call a meeting of Members and the meeting of Members may pass a resolution to deal with the matter.

10.5 Chairperson

The Directors may elect a Director as chairperson of Directors or deputy $(a)$ chairperson of Directors for any period they resolve, or if no period is specified, until that person ceases to be a Director.
The Directors may remove the chairperson of Directors or deputy $(b)$ chairperson of Directors at any time.
$(c)$ The chairperson of Directors must (if present within 15 minutes after the time appointed for the meeting and willing to act) chair each meeting of Directors.
If: $(d)$
$(i)$ there is no chairperson of Directors;
$(ii)$ the chairperson of Directors is not present within 15 minutes after the time appointed for a meeting of Directors; or
$(iii)$ the chairperson of Directors is present within that time but is not willing to chair all or part of that meeting, if the Directors have elected a deputy chairperson of Directors, the deputy chairperson of Directors must (if present within 15 minutes after the time appointed for the meeting and willing to act) chair all or part of the meeting of Directors.

11. DIVIDENDS AND PROFITS

$11.1$ Payment of Dividends

$(a)$ Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of Shares, the Company may pay Dividends as the Directors resolve but only out of profits of the Company.
$(b)$ The Directors may determine that a Dividend is payable without a meeting of Members and may fix:
$(i)$ the amount of the Dividend:
$(ii)$ if the Dividend is franked, the franking percentage and the franking class;
$(iii)$ the time for determining entitlements to the Dividend;
$(iv)$ the time for payment of the Dividend; and
the method of payment of the Dividend. $(v)$
$(c)$ The method of payment of a Dividend may include any or all of the payment of cash, the issue of Shares or other securities, the grant of options and the transfer of assets.
$(d)$ If the method of payment of a Dividend includes an issue or transfer of shares in a body corporate, each Member:
$(i)$ agrees to become a member of that body corporate; and
$(ii)$ in the case of a transfer, appoints the Company and each Director as its agent to execute an instrument of transfer or other document required to transfer the relevant shares to that Member
$(e)$ A Dividend in respect of a Share must be paid to the person whose name is entered in the Register as the holder of that Share:
where the Directors have fixed a time under Rule $11.1(b)(iii)$ , at $(i)$ that time: or
in any other case, on the date the Dividend is declared. $(ii)$

11.2 Dividends for Different Classes

The Directors may determine that Dividends be paid:

on Shares of one class but not on another class; and $(a)$
at different rates for different classes of Shares. $(b)$

11.8 Distributions of Assets

The Directors may settle any dispute in relation to a distribution of capital under Rule 11 in any way including, but not limited to:

$(a)$ rounding amounts up or down to the nearest whole number;
$(b)$ ignoring fractions;
$(c)$ valuing assets for distribution;
$(d)$ paying cash to any Member on the basis of that valuation; and
$(e)$ vesting assets in a trustee on trust for the Members entitled.

11.9 Dividend Plans

Subject to the Corporations Act and the Listing Rules:

$(a)$ the Directors may establish a dividend selection plan or bonus share plan on such terms as the Directors resolve, under which participants may elect in respect of all or part of their Shares:
$(i)$ to receive a Dividend from the Company paid in whole or in part out of a particular fund or reserve or out of profits derived from a particular source; or
$(ii)$ to forego a Dividend from the Company and receive some other form of distribution or entitlement (including securities) from the Company or another body corporate or a trust;
$(b)$ the Directors may establish a dividend reinvestment plan on such terms as the Directors resolve, under which participants may elect in respect of all or part of their Shares to apply the whole or any part of a Dividend from the Company in subscribing for securities of the Company or a Related Corporation; and
$(c)$ the Directors may implement, amend, suspend or terminate any plan established under this Rule 11.9.

12. WINDING UP

$12.1$ Distributions Proportional to Paid Up Capital

Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of Shares, on a winding up of the Company any surplus must be divided among the Members in the proportion which the amount paid (including amounts credited) on the Shares of a Member bears to the total amount paid and payable (including amounts credited) on the Shares of all Members.

$12.2$ Distributions of Assets

Subject to the Corporations Act, the Listing Rules and any rights or restrictions attached to a class of Shares, on a winding up of the Company, the liquidator may, with the sanction of a special resolution of the Members:

$(c)$ The Company must ensure that minutes of the passing of a resolution without a meeting are signed by a Director within a reasonable time after that resolution is passed.
$(d)$ If the Company has only one Director, that Director must sign the minutes of the making of a declaration by that Director within a reasonable time after that resolution is passed.
$(e)$ A minute recorded and signed in accordance with this Rule 13.1 is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

13.2 Register

$(a)$ The Company must set up and maintain the Register in accordance with section 169 of the Corporations Act.
$(b)$ The Company may set up and maintain a branch register of Members in accordance with the Corporations Act.
$(c)$ The Company must allow inspection of the Register only in accordance with the Corporations Act.
$(d)$ Unless the contrary is otherwise proved, the Register is sufficient evidence of the matters shown in the Register.

13.3 Financial Records

The Company must keep financial records in accordance with the Corporations Act.

13.4 Inspection

Unless authorised by a resolution of Directors or the Corporations Act, a Member is not entitled to inspect the books of the Company.

$14.$ NOTICES AND PAYMENTS

14.1 Notice to Members

$(a)$ The Company may give notice to a Member:
$(i)$ in person;
$(ii)$ by sending it by post to the address of the Member in the Register or the alternative address (if any) nominated by that Member; or
by sending it to the facsimile number or electronic address (if $(iii)$ any) nominated by that Member.
$(b)$ If the address of a Member in the Register is not within Australia, the Company must send all documents to that Member by air-mail, facsimile or electronic address.

$(e)$ by any other means permitted by the Corporations Act.

14.4 Time of Service

$\frac{1}{2}$

$\langle \quad \rangle$

$(a)$ A notice sent by post is taken to be given:
$(i)$ in the case of a notice of meeting, one Business Day after it is posted: and
$(ii)$ in any other case, at the time at which the notice would be delivered in the ordinary course of post.
$(b)$ A notice sent by facsimile or electronic address is taken to be given on the Business Day it is sent, provided that the sender's transmission report shows that the whole notice was sent to the correct facsimile number or electronic address.
$(c)$ The giving of a notice by post is sufficiently proved by evidence that the notice:
$(i)$ was addressed to the correct address of the recipient; and
$(ii)$ was placed in the post or delivered to the air courier.
$(d)$ A certificate by a Director or Secretary of a matter referred to in Rule $14.4(c)$ is sufficient evidence of the matter, unless it is proved to the contrary.

14.5 Signatures

The Directors may decide, generally or in a particular case, that a notice given by the Company be signed by mechanical or other means.

14.6 Payments

The Company may pay a person entitled to an amount payable in respect $(a)$ of a Share (including a Dividend) by:
$(i)$ crediting an account nominated in writing by that person;
cheque made payable to the person entitled to the amount or any $(ii)$ other person the person entitled directs in writing; or
$(iii)$ any other manner as the Directors resolve.
$(b)$ The Company may post a cheque referred to in Rule $14.6(a)(ii)$ to:
the address of the relevant Member in the Register; $(i)$
$(ii)$ if that Share is jointly held, the address of the relevant Member named first in the Register; or
$(iii)$ any other address which that person directs in writing.