EVZ LIMITED

==> picture [118 x 103] intentionally omitted <==

ABN 87 010 550 357 ACN 010 550 357 Level 7, 410 Collins Street Melbourne VIC 3000 Australia PO Box 237 Collins Street West Melbourne VIC 8007 Tel: +61 3 9670 4545 Fax: +61 3 9670 6670 www.evz.com.au

29 November 2010

Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Amended Constitution

Please find attached a copy of the Company’s amended constitution following the change to the dividend payment clause approved by shareholders at the AGM held on 26 November 2010.

Yours sincerely,

==> picture [154 x 53] intentionally omitted <==

Ian Wallace Company Secretary

For further information, please contact:

Andrew Powis Chief Executive Officer EVZ Limited Tel: +61 3 9670 4545 Mobile: 0418 564 466 E: [email protected]

About EVZ Limited (ASX code: EVZ)

EVZ is an emerging industrial group with a portfolio of specialist businesses in the engineering services sector. EVZ operates in the areas of power, steel and water through their established businesses, Syfon Systems, Brockman Engineering, Danum Engineering, National Engineering and TSF Engineering. These businesses have strong positions in their respective markets with exceptional growth opportunities.

The company’s strategy is to grow organically through product and geographic expansion. Future acquisitions will target businesses which will consolidate the capabilities and market presence of the existing group businesses.

For further information, please visit: www.evz.com.au

CORPORATIONS LAW A COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

EVZ LIMITED A.C.N. 010 550 357

1.	TABLE A AND INTERPRETATION	TABLE A AND INTERPRETATION	12
	1.1	Definitions	12
	1.2	Headings	15
	1.3	Gender	15
	1.4	Corporations Law Definitions	15
	1.5	Table A	15
	1.6	Listing Rule Requirements	15
2.	SHARE CAPITAL AND VARIATION OF RIGHTS		16
	2.1	[Deleted]	16
	2.2	Issue of Shares	16
	2.3	Restriction on Issue of more than 50	16
	2.4	Restriction on Issue to Directors	16
	2.5	Preference Shares	16
	2.6	Commission and Interest	18
	2.7	Joint shareholdings	18
	2.8	Equitable Interest in Shares	19
	2.9	Shares under Trust	19
	2.10	Notices to Joint Shareholders	19
3.	CERTIFICATES		19
	3.1	Fees	19

	3.2	Formal Requirements	20
	3.3	Allotment and Service	20
	3.4	Certificate to Accompany Transfer	20
	3.5	Balance Certificate	20
	3.6	Worn or Defaced Certificates	20
	3.7	Lost or Destroyed Certificates	20
	3.8	Fee for Replacement Certificates	20
	3.9	Joint Shareholders	21
	3.10	FAST, CHESS or other Transfer Systems	21
4.	CALLS		21
	4.1	Time of Call	21
	4.2	Joint Shareholder	21
	4.3	Notice of call	21
	4.4	Interest on Calls	22
	4.5	Subsequent Calls	22
	4.6	Non-receipt of Notice	22
	4.7	Differentiation between Shareholders	22
	4.8	Payment in Advance of Calls	22
	4.9	Action by Company against Member	22
5.	LIEN	ON SHARES	24
	5.1	General	24
	5.2	Further Lien	24
	5.3	Discharge of Lien	24
	5.4	Sale of Shares	24
	5.5	Proceeds of Sale	25
	5.6	Sale of Share Procedure	25
6.	FORFEITURE AND SURRENDER OF SHARES		25

	6.1	Failure to Pay Calls	25
	6.2	Content of Notice	25
	6.3	Forfeiture	26
	6.4	Sale of Forfeited Shares	26
	6.5	Restrictions on Sale	26
	6.6	Sale to Directors	27
	6.7	Continuing Liability	27
	6.8	Surrender of Shares	27
	6.9	Certificate on Sale of Shares	27
7.	TRANSFER OF SHARES		28
	7.1	CHESS Transfer	28
	7.2	Transfer of Shares	28
	7.3	Transferor Remain Holder	28
	7.4	FAST System	28
	7.5	Registration of Transfers	29
	7.6	Directors to Register Transfer in Acceptable Form	29
	7.7	Restrictions on Transfer of Shares	29
	7.8	Transfer of Stock	30
	7.9	Register of Members	30
	7.10	Certification of Transfer	31
8.	UNMARKETABLE PARCELS		31
	8.1	Authority to Disposal	31
	8.2	Notice to Minority Member	32
	8.3	Request for Exemption	32
	8.4	Sale of Minority Member's Shares	32
	8.5	Procedures of Sale	32
	8.6	Cancellation of Share Certificate	33
	8.7	Joint Minority Shareholding	33

		4
	8.8	Sale Consideration	33
	8.9	Payment of Consideration to Minority Member	34
	8.10	Certificate of Director Sufficient Evidence	34
	8.11	Article 8 to Lapse in 12 Months	34
	8.12	Only One Adoption Every Year	34
9.	TRANSMISSION OF SHARES		34
	9.1	Death or Bankruptcy of Shareholder	34
	9.2	Mental Health, Patients or Inform Persons	35
	9.3	Executors and Administrators the Only Persons Recognised	35
	9.4	Registration by Transmission or to Beneficiary	35
	9.5	Limitations to Apply	35
	9.6	Death of a Joint Holder	35
	9.7	Joint Personal Representatives	36
10.	INCREASE, REDUCTION AND ALTERATION OF CAPITAL		36
	10.1	Alteration of Memorandum of Association	36
	10.2	New Shares Part of Original Capital	36
	10.3	Reduction of Capital or Reserves	36
	10.4	Buy-Back Authorisation	36
	10.5	Stockholder's Rights	36
	10.6	Conversion into Stock and Reconversion	36
	10.7	Alteration of Capital	37
11.	MODIFICATION OF RIGHTS		37
	11.1	Modification of Rights Pursuant to Special Resolution	37
	11.2	Usual Requirements Applicable to Resolution	37
	11.3	Written Approval of Member in Lieu of Resolution	37
12.	BORROWING POWERS		38
	12.1	Borrowing Powers	38

	12.2 Powers in Relation to Security	38
	12.3 Debentures	38
	12.4 Charges	38
	12.5 Maintenance of Register of Charges	39
13.	GENERAL MEETINGS	39
	13.1 Annual General Meeting	39
	13.2 Convening of General Meetings	39
	13.3 Notice	39
	13.4 Notice to Company Announcements Office	40
14.	PROCEEDINGS AT GENERAL MEETINGS	40
	14.1 Persons Entitled to Attend a General Meeting	40
	14.2 Business of Meetings	41
	14.3 Quorum	41
	14.4 Chairman of Directors to Preside at General Meeting	41
	14.5 Equality of Votes	42
	14.6 Voting and Poll	42
	14.7 Declaration of Chairman	42
	14.8 Manner of Taking a Poll	42
	14.9 Adjournment	43
15.	VOTES OF MEMBERS	43
	15.1 Votes on Show of Hands and Poll	43
	15.2 Votes in Relation to Joint Shareholders	43
	15.3 Rights to Vote if Death or Bankruptcy	44
	15.4 Rights to Attend and Vote Generally	44
16.	PROXIES	44
	16.1 Entitlement to Appoint Proxies	44
	16.2 Two Proxies	44

	16.3 Instrument appointing Proxy	45
	16.4 Appointment of Attorney	46
	16.5 Instrument to be Deposited with Company	46
	16.6 Voting by Proxy, Attorney or Representation	46
17.	DIRECTORS	47
	17.1 Number of Directors	47
	17.2 Natural Person	47
	17.3 Nomination of Director	47
	17.4 Power to Appoint Directors	47
	17.5 Term of Director Appointed by Directors	47
	17.6 Removal of Directors	47
18.	REMUNERATION AND EXPENSES	48
	18.1 Directors to be Paid from Company's Funds	48
	18.2 Director's Fees to be Fixed	48
	18.3 Remuneration for Extra Services	48
	18.4 Reimbursement for Expenses	48
	18.5 Restrictions on Service Agreements	48
19.	VACATION OF OFFICE AND CONFLICT OF INTEREST	49
	19.1 Automatic Vacation of Office	49
	19.2 Voting where Material Interest	49
	19.3 Exemption to Conflict of Interest	49
	19.4 Contract Not Void	50
	19.5 Definition of Contract	50
	19.6 Advice to Company Announcements Office of Material Contract	50
	19.7 No Share Qualification	50
	19.8 Record of Declaration and Notices	50
20.	ROTATION OF DIRECTORS	51

	20.1 Term of Directorship	51
	20.2 Rotation of Directors	51
	20.3 Casual Vacancies	51
21.	POWERS OF DIRECTORS	52
	21.1 Management of the Company	52
	21.2 Director's Requirements	52
22.	PROCEEDINGS OF DIRECTORS	52
	22.1 General	52
	22.2 Quorum	52
	22.3 Continuing Directors	53
	22.4 Convening of Director's Meeting	53
	22.5 Entitlement to Notice	53
	22.6 Directors Proxies	53
	22.7 Election of Chairman and Deputy Chairman	53
	22.8 Removal of Chairman and Deputy Chairman	54
	22.9 Chairman to Reside at Meetings	54
	22.10Voting at Meetings	54
	22.11Committees of Directors	54
	22.12Resolution of Directors in Writing	54
	22.13Validity of Decisions Despite Procedural Defects	54
23.	MEETINGS BY INSTANTANEOUS COMMUNICATIONS	55
	23.1 Entitlement to Attend Meetings	55
	23.2 Conditions for Effective Meetings	55
	23.3 Deemed to be Held at Registered Office	55
	23.4 Procedure at Meetings	56
	23.5 Minutes	56
	23.6 Definition	57

	8
24.	MANAGING DIRECTORS	57
	24.1 Appointment	57
	24.2 Not Subject to Retirement or Rotation	57
	24.3 Remuneration	57
	24.4 Powers of Managing Directors	57
25.	ALTERNATE DIRECTORS	57
	25.1 Appointment	57
	25.2 Procedures and Powers of Alternate Directors	58
	25.3 Retirement and Re-election	59
26.	ASSOCIATE DIRECTORS	59
	26.1 Appointment	59
	26.2 Duties and Powers	59
	26.3 Attending Meetings by Invitation	59
27.	LOCAL MANAGEMENT	59
	27.1 Management of Company in Specified Locality or Abroad	59
	27.2 Establishment of Local Boards or Agencies	59
	27.3 Delegation of Powers	60
	27.4 Appointment of Attorney	60
	27.5 Branch Register	60
28.	SECRETARY	61
	28.1 Appointment	61
	28.2 Further Duties	61
29.	AUTHENTICATION OF DOCUMENTS	61
	29.1 Company to Have Seal	61
	29.2 Safe Custody of Company Seal	61
	29.3 Affixation of Common Seal or Duplicate Common Seal	61
	29.4 Affixation of Official Seal	62

	29.5 Affixation of Seal Mechanical or Electronic Means	62
	29.6 Authority to Deal with Negotiable Instruments	62
30.	RESERVE	62
	30.1 Authority to Set Aside Profit as Reserves	62
	30.2 Authority to carry forward Profits	63
31.	DIVIDENDS	63
	31.1 Dividends to be Proportional to Amount Paid Up	63
	31.2 Power to Declare Dividends	63
	31.3 No Dividend if Insolvent	63
	31.4 No Interest on Dividend	64
	31.5 Payment of Dividend	64
	31.6 Rights to Dividend to Pass on Registration	64
	31.7 Power to Retain Dividends	64
	31.8 Joint Shareholders	64
	31.9 Dividends on Party Paid Shares	65
32.	CAPITALISATION OF PROFITS	65
	32.1 Capitalisation of Undivided Profits or Reserves	65
	32.2 Redemption of Preference Shares	65
	32.3 Powers of Distribution or Payment	65
	32.4 Section 113 Contract	66
33.	ACCOUNTS AND AUDIT	66
	33.1 Requirement to Keep Records	66
	33.2 Availability of Records	66
	33.3 Disclosure to Annual General Meeting	66
	33.4 Preparation of Profit and Loss Account and Balance Sheet	66
	33.5 Appointment of First Auditor	67
	33.6 Auditor subject to Law and Listing Rules	67

	10
	33.7 Persons no to act as Auditor	67
	33.8 Qualified Reports	67
	33.9 Audited Reports Conclusive	67
	33.10General Requirements	68
	33.11Details of Material Contracts in Notes	68
	33.12Definitions and Interpretation in this Article	68
34.	BOOKS	69
	34.1 Right of Inspection of Books of Company	69
35.	SERVICE OF DOCUMENTS	69
	35.1 Service in General	69
	35.2 Deemed Receipt of Documents	70
	35.3 Certificate of Posting Conclusive Proof	70
	35.4 Supply of Documents to Company Announcements Office	70
	35.5 Transferees Bound by Previous Notices	70
	35.6 Notices	70
36.	WINDING UP	71
	36.1 Distribution in Properties to Paid Up Capital	71
	36.2 Distribution in Specie or In Kind	71
	36.3 Notice by Member to Sell	71
	36.4 No Commission or Fee	72
37.	RESTRICTED SECURITIES	72
	37.1 No Dealing in Breach of Listing Rules	72
	37.2 Priority in Winding Up	72
	37.3 Breach of Escrow Agreement	72
38.	COMPLIANCE WITH LISTING RULES	72
39.	DISCOVERY	72

40. INDEMNITY


INDEMNITY	73
40.1 General Indemnity	73
40.2 Indemnity Insurance	73

CORPORATIONS LAW COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

EVZ LIMITED A.C.N. 010 550 357

1. TABLE A AND INTERPRETATION

1.1 Definitions

In these Articles, unless the contrary intention appears:

"Articles" means these Articles of Association as altered or added to from time to time and a reference to a provision of these Articles is a reference to that provision as altered or added to from time to time;

"Auditor" or "Auditors" means the auditor or auditors for the time being of the Company;

"Board" means a meeting of the Directors duly summoned and constituted or otherwise transacting business of the Board of Directors in accordance with these articles;

"Business Day" means a day on which the Home Exchange is open for business;

"Call" includes an instalment of a call;

"Charge" includes a mortgage;

"CHESS" has the same meaning as is ascribed to that term in the SCH Business Rules;

"Corporations Law" has the same meaning given to it by Corporations (Victoria) Act 1990 and reference to the Corporations Law shall have the effect given to it by section 13 of that Act;

"the Company" means the Company herein constituted;

"Company Announcements Office" means the office designated by the Exchange as the Company Announcements Office of the Exchange;

"Debenture" means a debenture or debenture stock of the Company and includes a bond, note or other security of the Company whether constituting a charge on its assets or not;

"Director" means a director of the Company from time to time including an Alternate Director but not an Associate Director;

"Directors" means all or some of the Directors acting as a board and "committee" and "committee of Directors" have a corresponding meaning;

"Dividend" includes bonus and any sums arising form the division of the profits of the Company;

"Dividend Reinvestment Plan" means a plan implemented under Article ;

"Escrow Agreement" has the same meaning as is ascribed to that term in the Listing Rules;

"Exchange" means the Australian Stock Exchange Limited;

"FAST System" has the same meaning as is ascribed to that term in the SCH Business Rules;

"Holding Company" , "related corporation" and "subsidiary" have the same meaning as in the Law;

"Holding Lock" has the same meaning as is ascribed to that term in the SCH Business Rules;

"Home Branch" means the state branch of the Exchange designated as the relevant branch for the Company;

"Institutional Participating Investor" has the same meaning as ascribed to that term in the Listing Rules;

"Law" means the Corporations Law as amended from time to time and any statutory modifications or re-enactment of, or legislation provision substituted for and any statutory instrument issued under, the Corporations Law;

"Listing Rules" means the Listing Rules of the Australian Stock Exchange Limited as they may be amended from time to time and varied by any exemptions or waivers as may be granted by the Australian Stock Exchange Ltd;

"Marketable Parcel" means the number of shares which in aggregate constitutes a marketable parcel of shares in the Company within the meaning of the Listing Rules;

"Managing Director" includes an Assistant Managing Director and an Acting Managing Director;

"member" means a person entered in the register as a member for the time being of the Company;

"Minimum Sale Price" means the weighted average sale price of the Company's ordinary shares sold on the Exchange during a period of five consecutive trading days prior to the relevant Notice Date, being a period as close as practicable to the Notice Date, ("the valuation period") or in the event that during the valuation period no sales of the Company's ordinary shares occur on the Australian Stock Exchange Limited, the sale price which in the opinion of the Directors is fair and reasonable for ordinary shares in the Company immediately prior to the Notice Date;

"Minority Member" means any member of the Company who from time to time holds, whether in his sole name or jointly with some other person or persons, less than a Marketable Parcel of shares;

"Notice Date" means the date of the Notice sent by the Company to the Minority Member;

"Notice" means a written notice given to a Minority Member by the Company in accordance with Article 8.2 stating the number of shares registered in the name of the Minority Member and that the Company intends to sell that Minority Member's shareholding and in the case of CHESS approved Securities shall comply with the requirements of the SCH Business Rules;

"Official List" means the official list of the Exchange;

"Option" means an option to purchase a share;

"paid" in relation to shares and capital, includes credited as paid;

"person" and words importing persons include bodies corporate;

"Proper SCH Transfer" has the same meaning as is ascribed to that term in the Law;

"register" means the register of members kept pursuant to the Law and includes a branch register;

"Registered Office" means the registered office for the time being of the Company;

"representative" means a representative appointed by a member pursuant to Section 249(3) of the Law;

"Restricted Securities" has the same meaning as is ascribed to that term in the Listing Rules;

"SCH Business Rules" has the same meaning as is ascribed to that term in the Law;

"Secretary" includes an Acting Secretary and a person appointed by the Directors to perform all or any of the duties of a Secretary; "Section" means a section of the Law;

"Securities" has the same meaning as is ascribed to that term in the Listing Rules;

"Share" means a share or stock in the Company and "Shares" shall have a corresponding meaning;

"Special Resolution" has the meaning assigned thereto by the Law or any act or code for the time being in force amending or replacing the same;

"Sponsoring Broker" has the same meaning as is ascribed to that term in the Listing Rules;

"Statement" means a statement required to be sent to a member pursuant to the Listing Rules or the Law showing the number of Shares bought or sold by the member during a period or the balance of Shares held by a member at a particular time where that member does not have a certificate in relation to those Shares;

"Writing" includes typewriting, printing, lithography, photography and other modes of representing or reproducing words in a visible form and "written" has a corresponding meaning.

1.2 Headings

The headings are inserted for convenience only and do not affect the construction of these Articles.

1.3 Gender

Words importing the masculine gender shall include the feminine and neuter genders and words importing the feminine genders shall include the masculine and neuter gender.

1.4 Corporations Law Definitions

Any word or expression defined in or for the purpose of the Law shall, unless otherwise defined or unless the context otherwise requires, have the same meaning when used in these Articles.

1.5 Table A

The regulations in Table A in Schedule 1 to the Law shall not apply to the Company.

1.6 Listing Rule Requirements

Notwithstanding any other provision in these Articles, where restrictions or obligations are imposed by these Articles as a result of the sole application of the Listing Rules, those restrictions and obligations shall have no effect unless the Shares are officially quoted and continue to be officially quoted on the Exchange.

2. SHARE CAPITAL AND VARIATION OF RIGHTS

2.1 [Deleted]

2.2 Issue of Shares

Subject to these Articles, Sections 185, 190 and 216 and any special rights conferred on the holders of any Shares or class of Shares:

(a) all unissued Shares including new Shares created upon an increase of capital are under the control of the Directors;
(b) the Directors may, allot or otherwise dispose of them with such preferred, deferred or other rights and subject to such restrictions as to dividends, voting, return of capital, payment of calls or otherwise to such persons, on such terms and conditions and at par or at a premium or at a discount as they think fit; and
(c) subject to Section 216 and the Listing Rules, the Directors may grant to any person, including one of their number, Options over Shares at par or at a premium and during such time and for such consideration as they think fit.

2.3 Restriction on Issue of more than 50

The Directors shall not without the prior approval of the Company in general meeting make an issue of ordinary Shares which would, or grant an option which on the exercise of that option would, result in there being registered in the name of the person to whom the Shares are issued or the holder of the option (as the case may be) Shares carrying 50% or more of the total number of votes exercisable on a poll in respect of all the issued ordinary Shares except where the issue is made or the option is granted as a consequence of an offer of Shares or options to all the holders of ordinary Shares in proportion as nearly as may be practicable to their respective shareholdings.

2.4 Restriction on Issue to Directors

No Director shall participate in any issue of Shares to employees unless the Company in general meeting has approved of the specific allotment to be made to such Director and unless he holds office in an executive capacity.

2.5 Preference Shares

(a) The Directors may issue preference Shares including preference Shares which are, or at the option of the Company are, liable to be redeemed.
(b) Each preference Share confers on the holder a right to receive a preferential dividend at the rate and on the basis decided by the Directors under the terms of issue.
(c) In addition to the preferential dividend, each preference Share may participate with the ordinary Shares in profits if and to the extent the Directors decide under the terms of issue.
(d) The preferential dividend may be cumulative if and to the extent the Directors decide under the terms of issue.
(e) Each preference Share confers on its holder:
(i) the right, in priority to the payment of any dividend on ordinary Shares, to the preferential dividend; and
(ii) the right in a winding up and on redemption to payment in cash in priority to ordinary Shares of:
- (A) the amount of any dividend accrued but unpaid on the Share at the date of winding up or the date of redemption; and
- (B) any amount paid on the Share or otherwise specified by the Directors under the terms of issue.
(f) A preference Share does not confer on its holder any right to participate in the profits or property of the Company except as set out above.
(g) To the extent the Directors decide under the terms of issue, a preference Share may confer a right to a bonus issue or capitalisation of profits or repayment of capital, including such a right which is limited or restricted to holders of those Shares only.
(h) If and to the extent the Directors decide under the terms of issue, a preference Share may confer a right to covert a preference Share or preference Shares to an ordinary Share or Shares on the basis decided by the Directors under the terms of issue.
(i) Each preference Share confers on the holder the same rights as the rights of a holder of an ordinary Share in relation to receiving notices, reports and audited accounts, and attending meetings.

(j) A preference Share does not entitle its holder to vote at any general meeting of the Company except in the following circumstances:
(i) on a proposal:
- (A) to reduce the Share capital of the Company;
- (B) that affects rights attached to the Shares;
- (C) to wind up the Company; or
- (D) for the disposal of the whole of the property, business and undertaking of the Company;
(ii) on a resolution to approve the terms of a buy-back agreement;
(iii) during a period in which a dividend (or part of a dividend) in respect of the Share is in arrears; or
(iv) during the winding up of the Company.

2.6 Commission and Interest

(a) Subject to Section 204, the Company may pay a commission to a person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for Shares or procuring or agreeing to procure subscriptions, whether absolute or conditional for Shares.
(b) The commission may be paid or satisfied in cash, Shares or debentures but shall not exceed 10% of the price at which the Shares are allotted.
(c) The Company may pay interest on Share capital in the cases and on the conditions set out in Section 202 but interest so paid to the holders of preference Shares shall be deemed to be in satisfaction wholly or pro tanto of any dividend on the preference Shares for the period for which it is paid.

2.7 Joint shareholdings

Where two or more persons are registered as the holders of a Share they shall be deemed to hold it as joint tenants with rights of survivorship subject to Articles 3.9, 4.2, 15.3, 35.5 and 35.6 and the following provisions:

(a) they and their respective legal personal representatives shall be deemed to be liable severally as well as jointly in respect of all payments which ought to be made in respect of the Share;

(b) subject to Article 2.7(b), on the death of any one of them the survivor or survivors shall be the only person or persons whom the Company shall recognise as having any title to the Share, but the Directors may require such evidence of death as they think fit; and
(c) any one of them may give effectual receipts for any dividend or other distribution.

2.8 Equitable Interest in Shares

Subject to Section 213 and these Articles other than Article 2.9, the Company is entitled to treat the registered holder of a Share or, except in the case of one of several joint holders, his legal personal representative as the absolute owner thereof and is not, except as ordered by a Court of competent jurisdiction or as required by statute, bound to recognise any equitable or other claim to or interest in a Share on the part of any other person even when the Company has notice thereof.

2.9 Shares under Trust

Shares held by a trustee may with the consent of the Directors be marked in the register in such a way as to identify them as being held subject to the relevant trust, but nothing in this Article 2.9 derogates from Article 2.8.

2.10 Notices to Joint Shareholders

All notices may with respect to any registered Shares to which persons are jointly entitled, be given to whichever of such persons is named first in the register and notice so given shall be sufficient notice to all the holders of such Shares.

3. CERTIFICATES

3.1 Fees

(a) Where the Company is required to issue a certificate for the Shares held by a member, the member is entitled, free of charge, to one certificate for each parcel of Shares in each class of Shares registered in his name or to several certificates each for a reasonable number of Shares forming part of his holding.
(b) Where the Company is not required to issue a certificate for the Shares held by a member, the member is entitled free of charge to Statements corresponding to those Shares so held at the time and in the manner as prescribed by the Law, the Listing Rules or these Articles.

3.2 Formal Requirements

A Share certificate shall:

(a) be under the common seal, duplicate common seal or official seal of the Company;
(b) be signed in manuscript or by mechanical means in accordance with Article 29; and
(c) comply with Section 1087 and be delivered in accordance with Section 1096.

3.3 Allotment and Service

Securities shall be allotted within the time specified in the Listing Rules after the closing date for an issue of Securities or the exercise date of any options, and certificates or Statements or both as the case may be shall be despatched within the time specified in the Listing Rules or the Law and served in accordance with Section 1096 or any other applicable provision of the Law or the Listing Rules.

3.4 Certificate to Accompany Transfer

Where a registrable transfer of Securities is lodged with the Company, a certificate in respect of such Securities and a balance certificate for any remainder shall be despatched within the time specified in the Listing Rules.

3.5 Balance Certificate

Where a marking is made against a certificate, a balance certificate for the number of Securities against which no marking has been made shall be despatched to the seller of those Securities or if so instructed to the lodging broker within the time specified in the Listing Rules in the absence of instructions to the contrary.

3.6 Worn or Defaced Certificates

Where a certificate is worn out or defaced, upon its production to the Company the Directors may order it to be cancelled and issue a duplicate certificate in lieu thereof.

3.7 Lost or Destroyed Certificates

Where a certificate is lost or destroyed, upon application to the Company by the owner thereof in accordance with Section 182, the Directors shall, subject to that Section, and in any other case may, issue a duplicate certificate in lieu thereof.

3.8 Fee for Replacement Certificates

A fee of such amount, not exceeding any fee prescribed by the Law, as the Directors determine may be charged for a duplicate certificate.

3.9 Joint Shareholders

A certificate for Shares registered in the name of two or more persons may be delivered to any one or more of them.

3.10 FAST, CHESS or other Transfer Systems

(a) Notwithstanding any other provision of these Articles the Company will not be required to issue a certificate for the Shares held by a member and may cancel a certificate without issuing a certificate in lieu thereof where the non-issue of a certificate is permitted by the Listing Rules, or otherwise by law, and is at the request of the person entitled to the certificate.
(b) Where a member elects to cancel a certificate pursuant to Article 3.10(a), he may at any time by notice in writing to the Company request the re-issue of a certificate in relation to those shares at no cost.

4. CALLS

4.1 Time of Call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

4.2 Joint Shareholder

The joint holders of a Share shall be jointly and severally liable for the payment of all calls and instalments in respect of such Shares.

4.3 Notice of call

Notice of a call shall be sent to members upon whom a call is made at least ten (10) business days before the due date for payment stating:

(a) the name of the shareholder;
(b) the number of Shares held by him;
(c) the amount of the call;
(d) the due date for payment;
(e) the consequence of non-payment of the call; and
(f) such other information as may from time to time be necessary to comply with the Listing Rules or the Law.

4.4 Interest on Calls

If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed from payment thereof to the time of actual payment at such rate as shall be stipulated in the condition of issue or in the absence of any such provision at such rate as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

4.5 Subsequent Calls

No subsequent call shall be made until after the expiration of seven (7) days from the day upon which the call made immediately previous to it is payable.

4.6 Non-receipt of Notice

The non-receipt of a notice of any call by or the accidental omission to give notice to any of the members shall not invalidate the call.

4.7 Differentiation between Shareholders

The Directors may on the issue of Shares differentiate between shareholders as to the amount of calls to be paid and the times of payment.

4.8 Payment in Advance of Calls

The Directors may if they think fit receive from any member willing to advance the same all or any part of the sum due upon the Shares held by them beyond the sum actually called for; and upon the amounts so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares in respect of which such advance has been made the Company may pay interest at such rate as the member paying such sum in advance and the Directors agrees upon and the Directors may at anytime repay the amount so advanced upon giving to such member three months notice in writing. Any capital paid on Shares in advance of calls shall not confer a right to participate in profits.

4.9 Action by Company against Member

On the trial or hearing of any action or suit to be brought by the Company against any member to recover any debt for money payable on allotment or for any call it shall be sufficient to provide that the name of the defendant is on the register as holder of the number of Shares in respect of which such debt accrues and that notice of such money payable on allotment or other call was duly given to the defendant and it should not necessary to prove the appointment of the Directors who made such allotment or call nor that the meeting at

which such allotment or call was made was duly convened and constituted or a quorum of Directors present nor any other matter whatsoever save as aforesaid but the proof of the matter aforesaid shall be conclusive evidence of the debt.

5. LIEN ON SHARES

5.1 General

The Company shall have a first and paramount lien and charge upon all the Shares other than fully paid Shares registered in the name of each member (whether solely or jointly with others) for the allotment money calls or instalments of calls payable to the Company in respect of such Shares whether the period for the payment thereof shall have actually arrived or not.

5.2 Further Lien

The Company shall also have a first and paramount lien and charge upon all the Shares registered in the name of each member (whether solely or jointly with others) in respect of all moneys (with interest thereon as hereinafter mentioned) which the Company under any present or future statute or legislative enactment of the Commonwealth of Australia or any of the Australian States or any the country or place may become liable to pay in respect of the Shares registered in the name of such member or otherwise in connection with the holder of such member in the Company whether in consequence of the death of such member or for any other reason. Any moneys paid by the Company in respect of such Shares or holding may also be recovered by action from such member or his personal representatives as a debt due by such member or his estate to the Company. The Company shall also be entitled to charge and recover interest at current bank overdraft rates on any money so paid until repayment. Any such lien or charge as aforesaid shall extend to all dividends from time to time declared in respect of such Shares.

5.3 Discharge of Lien

Provided always that if the Company registers any transfer of any Shares on which it has a lien or charge as aforesaid without giving to the transferee notice thereof, the Shares comprised in such transfer shall be freed and discharged from such lien or charge.

5.4 Sale of Shares

For the purpose of enforcing any such lien or charge the Directors may sell the Shares subject thereto in such manner as they think fit without any consent by the holder of such Shares or any other person but no sale shall be made unless and until default be made in the payment fulfilment or discharge of such calls or other moneys as mentioned in the last preceding Article and until notice in writing of the intention to sell is served on such holder and he fails to pay such calls or other moneys within fourteen (14) days after service of such notice.

5.5 Proceeds of Sale

The net proceeds of any such sale shall be applied in or towards satisfaction of the said money together with any interest and expenses paid or payable in connection therewith and the residue (if any) shall be paid to such member or his executors administrators or assigns.

5.6 Sale of Share Procedure

Upon any such sale as aforesaid, the Directors may authorise some person to:

(a) execute an agreement or transfer of the Shares sold or otherwise disposed of;
(b) give notice as agent for the registered holder of withdrawal of any such Securities from any sponsorship agreement which the registered holder has with a Sponsoring Broker; and
(c) cause the transferee's name to be entered in the register in respect of the Securities sold or otherwise disposed of,

and the transferee shall not be bound to see to the regularity or validity or be affected by any irregularity or invalidity of the proceedings nor be bound to see to the applications of the purchase money and after his name has been entered in the register the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

6. FORFEITURE AND SURRENDER OF SHARES

6.1 Failure to Pay Calls

If any member fails to pay any call or instalment or any money payable under the terms of allotment of a Share on or before the day appointed for payment thereof the Directors may, subject to the provisions of the Corporations Law and the Listing Rules, at any time while the same remains unpaid serve a notice on him requiring him to pay the same together with any interest that may have accrued thereon and any expenses that may have been incurred by the Company by reason of such non-payment.

6.2 Content of Notice

The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or before which such call instalment or other money and all interest and expenses that have accrued by reason of such non-payment are to be paid and the place where payment is to be made (the place so named being either the

registered office if the Company or some other place at which calls of the Company are usually made payable) and shall state that in the event of non-payment on or before the day and at the place appointed the Shares in respect of which such payment is due will be liable to be forfeited.

6.3 Forfeiture

If the requirements of any such notice as aforesaid are not complied with the Share in respect of which such notice has been given may at any time thereafter before payment of all money due thereon with interest and expenses shall have been made be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include dividends declared in respect of the forfeited Share and not actually paid before the forfeiture.

6.4 Sale of Forfeited Shares

(a) Any Share so forfeited shall be held in trust by the Directors on behalf of the Company and may be held re-allotted sold or otherwise disposed of in such manner as the Directors think fit and in case of re-allotment with or without any money paid thereon by the former holder being credited as paid up.
(b) The Directors may at any time before any Share so forfeited shall have been re-allotted sold or otherwise disposed of revoke the forfeiture thereof upon such conditions as they may think fit.
(c) In the event of any Shares being forfeited and sold the net proceeds of such sale shall be applied in or towards satisfaction of the moneys due and owing in respect of such Shares and accrued interest and expenses paid or payable in connection with such sale and the residue (if any) shall be paid to the former holder of his executors administrators or assigns.

6.5 Restrictions on Sale

Except with the prior approval of the members in general meeting of the precise terms and conditions of the issue, the Directors shall not sell or re-issue forfeited Shares held in trust by them on behalf of the Company:

(a) so that, if immediately prior to such sale or re-issue the recipient was not the registered holder of a majority of the issued ordinary Shares in the capital of the company, he would upon such sale or re-issue to him become the registered holder of a majority of the issued ordinary Shares in the capital of the Company; or
(b) if the nominal value of those forfeited Shares, when aggregated with the nominal value of any other Securities of the same class issued by the Company and of forfeited Shares re-issued or sold by the Directors in accordance with the Law during the previous

twelve (12) months, exceeds ten percent (10%) of the nominal value of that same class of security on issue at the commencement of that period of twelve (12) months;

PROVIDED THAT the prior approval of members is not required for the re-issue or sale of forfeited Shares in terms of sub-paragraph (b) above in the case of an offer of forfeited Shares pro rata to Share holders or within three (3) months after the closing date for receipt of applications for such an offer PROVIDED THAT in the case of a reissue, the price shall be not less than that at which the Securities were offered under the terms of the pro rata offer.

6.6 Sale to Directors

Forfeited Shares held in trust by the Directors must not be disposed of to Directors or any person who, for the purpose of Sections 10-17 of the Law, would be regarded as an associate of any Director except where an offer on the same terms and conditions of all forfeited Shares of one class has been made to members. Directors and their associates may only take up those forfeited Shares not taken up by members and only on the same terms and conditions as given to members and within one (1) month of the closing of that offer.

6.7 Continuing Liability

Any member whose Shares have been forfeited shall cease to be a member in respect of the forfeited Shares but shall notwithstanding such forfeiture remain liable to pay to the Company all calls or other money interest and expenses owing in respect of such Shares at the time of forfeiture together with interest thereof from the time of forfeiture with interest thereon from the time of forfeiture until payment at the rate of seventeen per centum (17%) per annum or such lesser rate as may be fixed by the Directors and the Directors may enforce the payment thereof as they think fit.

6.8 Surrender of Shares

The Directors may accept the surrender of any paid up Share by way of compromise of any question as to the holder being properly registered in respect thereof. Any Share so surrendered may be disposed of in the same manner as a forfeited Share.

6.9 Certificate on Sale of Shares

In the event of the re-allotment or sale of a forfeited or surrendered Share a certificate in writing under the Seal of the Company that the Share has been duly forfeited surrendered or sold in accordance with the regulations of the Company shall be conclusive evidence of the facts therein stated as against all persons claiming the Share and the Directors may cause the name of the new allottee or purchaser to be entered in the register in respect of such Share and such new allottee or purchaser shall not be bound to see to the regularity of the

proceedings or to the application of the purchase money or consideration. A certificate of title to the Share shall be delivered to such new purchaser or allottee and he shall be registered in respect thereof and thereupon he shall be deemed the holder of the Share discharged from all calls or other money interest and expenses due prior to such purchase or allotment and his title to the Share shall not be affected by any irregularity in the proceedings and the remedy of any person aggrieved by the re-allotment or sale shall be in damages only and against the Company exclusively.

7. TRANSFER OF SHARES

7.1 CHESS Transfer

(a) Where the SCH Business Rules apply in relation to a transfer, then the Company shall comply with the SCH Business Rules notwithstanding any provision of these Articles and if there are any inconsistencies between any provision in these Articles and the SCH Business Rules, the latter shall prevail to the extent of the inconsistency.
(b) Notwithstanding any other provision in these Articles, the Directors shall not do anything which may prevent, delay or in any way interfere with the registration of a Proper SCH Transfer.

7.2 Transfer of Shares

A transfer of Shares shall not be registered unless there has been lodged with the Company proper instrument of transfer, duly stamped, if necessary, executed by the transferor and executed by the transferee except where execution by the transferee is rendered unnecessary by the Law, the Listing Rules or otherwise by law.

7.3 Transferor Remain Holder

The transferor remains the holder of the Shares and the member of the Company in respect thereof until the name of the transferee is entered in the register.

7.4 FAST System

Notwithstanding Articles 7.2 and 7.3 the instrument of transfer shall be deemed to have been signed by the transferor where it has been enclosed or validated by the stamp of the transferor's broker or confirmed by the stamp of an Institutional Participating Investor in accordance with the Law and the Listing Rules. The instrument of transfer shall be deemed to have been signed by the transferee where it has been validated by the stamp of the transferee's broker in accordance with the Law.

7.5 Registration of Transfers

(a) Subject to any applicable law relating thereto, an instrument of transfer shall be left in the form approved by the Exchange or in any other form acceptable to the Directors generally or in a particular case and shall be left at the registered office of the Company for registration accompanied by the certificate for the Shares to be transferred and such other evidence as the Directors may require to prove the title of the transferor and his right to transfer the Shares.
(b) Notwithstanding the provisions of Article 7.5(a), if in accordance with the Listing Rules, or any applicable law a certificate for Shares to be transferred has not been issued by the Company then the instrument of transfer left at the registered office of the Company for registration need not be accompanied by such a certificate.
(c) An instrument of transfer which is registered shall be retained by the Company for a period of seven (7) years from its date of registration but an instrument of transfer which the Directors decline to register shall (except in the case of fraud) be returned to the person depositing it.
(d) A fee shall not be charged on the registration of a transfer of Shares or other Securities.

7.6 Directors to Register Transfer in Acceptable Form

Subject to compliance with these Articles the Directors shall not refuse to register or fail to register or give effect to any transfer of Shares in the Company provided it is in a form acceptable to the Exchange.

7.7 Restrictions on Transfer of Shares

(a) Subject to the Law and the Listing Rules notwithstanding the provisions of Article 7.6, the Directors may refuse to register:
(i) a transfer of Shares over which the Company has a lien in accordance with the Law and the Listing Rules;
(ii) a transfer where it is either required or permitted to do so pursuant to the Law or the Listing Rules;
(iii) where it is required to do so in accordance with a law relating to stamp duty permitted by the Law to do so; or
(iv) where it is required to do so pursuant to a court order,

provided that the Company shall not require statutory declarations or other documents in connection with ownership

restrictions of Securities of the Company to be provided before registering a transfer of a security.

(b) In addition to the Company's rights under Article 7.7(a), where the Securities are CHESS approved Securities the Company:
(i) may apply a Holding Lock within the meaning of the SCH Business Rules to CHESS approved Securities where:
- (A) the Company has a lien on the Securities in accordance with these Articles and Listing Rule 3J(11); or
- (B) a court order that restricts the shareholder's capacity to transfer the Securities is served on the Company; and
(ii) shall refuse to register a transfer of Securities in registrable form where some or all of the Securities, the subject of the transfer, are reserved in favour of an offeror under a takeover offer in accordance with the Listing Rules and the SCH Business Rules unless the provisions of Listing Rule 3D(3B)(b)(iii) a and b apply thereto.
(c) Where the Directors refuse to register a transfer they shall send notice of the refusal and the precise reasons therefore to the transferee and the lodging broker (if any) within five (5) business days from the date on which the transfer was lodged with the Company.
(d) Where as a result of the Law or the Listing Rules Directors are unable to refuse registration of a transfer pursuant to this Article 7.7, the Directors shall be empowered to take all necessary actions to restrict any further transfer or dealings whatsoever in the relevant Shares including, but not limited to, placing a Holding Lock on those Shares pursuant to the SCH Business Rules.

7.8 Transfer of Stock

Where Shares have been converted into stock, the holders of the stock may transfer the stock, or any part thereof, in the same manner and subject to the same regulations as and subject to which the Shares from which the stock was converted might before conversion have been transferred or as nearly thereto as circumstances admit.

7.9 Register of Members

(a) The Company may close the register for a period or periods not exceeding in the aggregate thirty (30) days in any calendar year.
(b) The Company shall give notice of books closing date to the Exchange pursuant to the Listing Rules.

7.10 Certification of Transfer

(a) The Company may upon a person depositing with it an instrument of transfer signed by the intending transferor and accompanied by the certificate in respect of the Shares, certify the instrument of transfer by endorsing thereon the words "certificate lodged" or words to like effect and a period of certification and issue to the person depositing the same a certificate for the balance of the Shares comprised in the certificate but not in the instrument of transfer.
(b) Notwithstanding the provisions of Article 7.11(a), if in accordance with the Listing Rules, or any applicable law, a certificate for Shares to be transferred has not been issued by the Company then the instrument of transfer left at the registered office of the Company for registration need not be accompanied by such a certificate.
(c) Each such certificate shall be signed by a Director or the Secretary or otherwise authenticated in such manner as the Directors prescribe.
(d) The Company shall retain the certificate deposited until registration of the certified instrument of transfer or until the end of the period of certification (whichever is the earlier) and shall thereafter return the same or a certificate for the balance (if any) of the Shares comprised therein to the person who deposited it with the Company.
(e) Where a certified instrument of transfer is worn out, defaced, lost or destroyed the Company may:
(i) on application by the person who deposited the same made in like manner and upon like terms as if the certified instrument of transfer had been a Share certificate to which Articles 3.6, 3.7 or 3.8 applied, certify a further transfer of the Shares comprised therein; or
(ii) refuse to certify a further instrument of transfer or to register a transfer of the Shares comprised in the certified instrument of transfer until after the period of certification.

8. UNMARKETABLE PARCELS

8.1 Authority to Disposal

Subject to the provisions of the Listing Rules and the SCH Business Rules, the Company may and is hereby authorised to dispose of the shareholdings of Minority Members in the manner prescribed by this Article.

8.2 Notice to Minority Member

The Company may in its absolute discretion, except during the currency of any takeover offer or takeover announcement, give Notice to a Minority Member, being not less than 6 weeks, of its intention to dispose of the Minority Member's shareholding.

8.3 Request for Exemption

Every Minority Member on whom a Notice has been served may by notice in writing addressed to the Secretary and delivered to the registered office of the Company within 6 weeks after the Notice Date ("the Notice Period") request the Company to exempt his shareholding from this Article, in which event the provisions of this Article shall not apply to such Minority Member.

8.4 Sale of Minority Member's Shares

Where a Minority Member does not give notice to the Company that he wishes to exempt his shareholding from this Article, the Company may upon the expiry of the Notice Period sell the Minority Member's Shares in such manner and at such time as the Directors think fit and for the purpose of such sale or disposal:

(a) Each Minority Member appoints the Company and each of its Directors from time to time as his agent to sell, as soon as practicable after the Notice Period, all of the Minority Member's Shares at a price or for consideration which in the opinion of Directors has a value not less than the Minimum Sale Price and to receive the sale consideration on behalf of the Minority Member;
(b) Each Minority Member appoints the Company and each of its Directors from time to time as his attorney in his name and on his behalf to execute all transfers, deeds or other documents or instruments necessary to transfer the Shares from the Minority Member to the transferee; and
(c) The Company shall bear all costs relating to the sale of the Minority Member's Shares.

8.5 Procedures of Sale

(a) The transferee of Shares sold pursuant to this Article 8 shall not be bound to see to the regularity of the proceedings or to the application of the purchase money in respect of the sale of a Minority Member's Shares and after the transferee's name has

been entered in the Register in respect of such Shares the validity of the sale or other disposal shall not be impeached by any person and the remedy of any person aggrieved by the sale or other disposal shall be in damages only and against the Company exclusively.

(b) The Company if required by these Articles, the Listing Rules or otherwise by law and at the request of the person entitled to the certificate, may issue to the transferee of Shares sold pursuant to this Article 8 such Share certificates as may be required in order to vest title in the transferee.
(c) The title of the transferee to Shares sold pursuant to this Article 8 shall not be affected by any irregularity or invalidity in connection with the sale or disposal of the Shares to the transferee.

8.6 Cancellation of Share Certificate

The Company shall cancel the Share certificates of all Minority Members whose Shares are sold under this Article 8, if such certificates have been issued.

8.7 Joint Minority Shareholding

If all of the Shares of two or more Minority Members to whom this Article 8 applies are sold to one purchaser the transfer may be effected by one instrument of transfer.

8.8 Sale Consideration

(a) The Company shall receive the consideration (if any) in respect of the sale or disposal of Shares pursuant to this Article 8 ("the Sale Consideration") and such consideration shall be paid to the Minority Member or as he may direct;
(b) The Sale Consideration so received by the Company shall be paid into a bank account opened and maintained by the Company for that purpose only;
(c) The Company shall hold the Sale Consideration so received in trust for the Minority Member whose Shares were sold pursuant to this Article 8 pending distribution of the Sale Consideration;
(d) The Company shall not remit the Sale Consideration until such time as the Company is in receipt of the certificate, were a Share certificate has been issued by the Company, relating to the Shares sold or in the case where the Share certificate has been lost or destroyed, the statement and undertaking prescribed by Section 1089(2) of the Law; and
(e) Where the Sale Consideration is held in trust by the Company for a Minority Member under this Article 8 and has been so held for a

period of not less than two years, the Company shall, before the expiration of ten years after the Sale Consideration was received by the Company, pay the Sale Consideration to the Treasurer or other Minister administering the Unclaimed Money Act.

8.9 Payment of Consideration to Minority Member

Payment by the Company to a Minority Member of any consideration in accordance with Article 8.8 shall be at the risk of the Minority Member to whom it is sent.

8.10 Certificate of Director Sufficient Evidence

A certificate in writing under the hand of any two Directors or of any one Director and the Secretary of the Company that :

(a) any notice required to be served by or on the Company was or was not served, as the case may be; or
(b) any resolution of Directors required to be made was made,

shall be sufficient evidence of the facts therein stated as against all persons claiming to be entitled to such Shares and to the right and title of the Company to dispose of the same.

8.11 Article 8 to Lapse in 12 Months

(a) The provisions of this Article 8 shall cease to have effect upon the expiration of 12 calendar months from the date of adoption unless renewed prior to the expiration of such period and if renewed shall cease to have effect at the expiration of 12 calendar months from the date of that renewal unless likewise renewed prior to the expiration of that period.
(b) Any renewal of this Article shall be effected by special resolution specifically providing that the provisions of this Article 8 shall be renewed for a period of not more than 12 calendar months.

8.12 Only One Adoption Every Year

The provisions of this Article may be invoked only once in any 12 calendar month period after its last adoption or re-adoption as the case may be.

9. TRANSMISSION OF SHARES

9.1 Death or Bankruptcy of Shareholder

A person becoming entitled to a Share in consequence of the death or bankruptcy of a member or a vesting order may, upon producing such evidence that he sustains the character in respect of which he

proposes to act under this Article or of his title as the Directors think sufficient, either be registered himself as the holder of the Share or subject to the provisions of these Articles as to transfers, transfer the Share.

9.2 Mental Health, Patients or Inform Persons

A person lawfully administering the estate of a member under the provisions of a law relating to mental health or the administration of the estates of patients or infirm persons may, upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article as the Directors think sufficient, subject to the provisions of these Articles as to transfers, transfer any Share registered in the name of that member.

9.3 Executors and Administrators the Only Persons Recognised

The executors or administrators of the deceased member (not being of the several joint holders) shall be the only person recognised by the Company as having any title to the Shares registered in the name of such member and in the case of death of any one or more of the joint registered holders of any Share the survivor or survivors shall be the only persons recognised by the Company as having any title to or interest in such Shares.

9.4 Registration by Transmission or to Beneficiary

A person becoming entitled to a Share in consequence of the death or the bankruptcy of a Shareholder may, upon such information being produced as is properly required by the Directors, elect by written notice to the Company either to be registered himself as holder of the Share or to have some other person nominated by him registered as the transferee of the Share and that notice shall empower the Directors to do all acts necessary on the member's behalf to effect registration of the Shares pursuant to the said notice.

9.5 Limitations to Apply

All the limitations, restrictions and provision of these Articles, the Listing Rules and the Law relating to the right to transfer Shares and the registration of a transfer of Shares are applicable to any notice or transfer pursuant to this Article 9.

9.6 Death of a Joint Holder

In the case of the death of a Shareholder who was a joint holder, the survivor or survivors shall be the only person recognised by the Company as having any title to the deceased's interest in the Shares, but this Article 9 does not release the estate of a deceased joint holder from any liability in respect of a Share that had been jointly held by him with one or more other persons.

9.7 Joint Personal Representatives

Where two or more persons are jointly entitled to any Share in consequence of the death of the registered holder, they shall, for the purpose of these Articles, be deemed to be joint holders of the Share.

10. INCREASE, REDUCTION AND ALTERATION OF CAPITAL

10.1 Alteration of Memorandum of Association

The Company in general meeting may alter the provisions of its Memorandum of Association in any one or more of the ways set out in Sections 171, 172, 173 or 193 or any other applicable Section.

10.2 New Shares Part of Original Capital

Subject to the conditions of issue thereof, new Shares created upon an increase of capital shall be deemed to be part of the original capital and are subject to all the provisions of these Articles as to the payment of calls, transfer and transmission, forfeiture, lien and otherwise.

10.3 Reduction of Capital or Reserves

The company may by special resolution reduce its Share capital, any capital redemption reserve or any share premium account in any manner authorised by the Law.

10.4 Buy-Back Authorisation

Notwithstanding anything to the contrary contained in these Articles and provided that any buy-back of its Shares on-market shall comply with the provisions of the Listing Rules, the Company may from time to time buy ordinary Shares in the capital of the Company in any manner to the extent allowed by law and on terms decided by the Directors. This Article 10.4 shall cease to have effect on the day three years after the later of the date of adoption, or last renewal, of this Article 10.4.

10.5 Stockholder's Rights

A holder of stock has, according to the amount of the stock held by him, the same rights as to dividends, voting at meetings of the Company and other matters as if he held the Shares from which the stock was converted and no right (except as to participation in dividends and profits and in the assets on winding up) is attached to an amount of stock which would not be attached to the corresponding Shares.

10.6 Conversion into Stock and Reconversion

A conversion into stock or re-conversion into Shares does not affect or prejudice any preferred or other special rights attached to the Shares or stock converted or reconverted.

10.7 Alteration of Capital

The Company may from time to time by resolution:

(a) consolidate and divide all or any of its Share capital into Shares of larger amount than its existing Shares;
(b) sub-divide its existing Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association subject nevertheless to the provisions of Section 193;
(c) cancel any Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of the Share capital by the amount of the Shares so cancelled; and
(d) subject to compliance with the Listing Rules, apply its share premium account in the manner provided by the Corporations Law.

11. MODIFICATION OF RIGHTS

11.1 Modification of Rights Pursuant to Special Resolution

Subject to Section 198, where by reason of the issue of preference Shares or otherwise the capital is divided into different classes of Shares all or any of the rights attached to Shares of a class may be modified, abrogated or altered in any way or preference capital repaid with the approval of a special resolution of the holders of the issued Shares of that class at a separate meeting of the holders of Shares of that class convened for the purpose.

11.2 Usual Requirements Applicable to Resolution

All the provisions of the Law and these Articles as to special resolutions and general meetings shall be deemed to apply mutatis mutandis to every such resolution and meeting.

11.3 Written Approval of Member in Lieu of Resolution

Where at such a meeting the necessary majority is not obtained the written approval of the modification, abrogation, alteration or repayment by the holders of at least 75% of the issued Shares of the class has, if obtained within two (2) calendar months from the date of the meeting, the same force and effect as a resolution duly passed in accordance with this Article.

12. BORROWING POWERS

12.1 Borrowing Powers

The Directors may exercise all the Company's powers to borrow money and secure any debts, liabilities, contracts or obligations incurred or undertaken by the Company in such manner and on such terms and conditions as they think fit and in particular may accept deposits, issue perpetual or redeemable debentures and give a charge or other security over the whole or any part of the Company's undertaking and property (present or future) including its uncalled capital for the time being.

12.2 Powers in Relation to Security

Where an uncalled capital is included in a security:

(a) the Directors may by instrument under the common seal of the Company authorise the person in whose favour the security is executed or any other person in trust for him to make calls on the members in respect of that uncalled capital and the provisions of these Articles as to calls apply mutatis mutandis to calls made under that authority, which may be made exercisable conditionally or unconditionally, presently or contingently and to the exclusion of the Directors' powers or otherwise and is assignable if expressed so to be; and
(b) a person taking a subsequent security takes that security subject to the earlier security and is not entitled by notice to members or otherwise to obtain priority over the earlier security.

12.3 Debentures

Debentures and other Securities may be made assignable free from any equities between the Company and the holder for the time being thereof and may be issued at a discount, premium or otherwise and with any special rights as to redemption, surrender, drawings, allotment of Shares, attending and voting at general meetings of the Company, appointment of Directors or otherwise.

12.4 Charges

Subject to Section 241, where a Director or other officer of the Company becomes personally liable for the payment of a sum primarily due from the Company the Directors may execute or cause to be executed a charge or other security over the whole or any part of the Company's undertaking and property (present or future) including its uncalled capital for the time being by way of indemnity to secure him against any loss in respect of that liability.

12.5 Maintenance of Register of Charges

(a) The Directors shall cause a proper register to be kept in accordance with Section 271 of all charges specifically affecting any property of the Company and of all floating charges on the undertaking or any property of the Company and shall comply with the requirements of Sections 263 and 264 as to the registration of the charges therein specified and otherwise.
(b) In this Article 12.5 "charge" includes an agreement to execute a charge whether upon demand or otherwise.

13. GENERAL MEETINGS

13.1 Annual General Meeting

Annual General Meetings of the Company shall be held in accordance with the Law and the Listing Rules.

13.2 Convening of General Meetings

(a) The Directors may whenever they think fit convene a general meeting.
(b) A General Meeting shall be convened on such requisition as is provided for by Section 246 but save as provided by that Section, a member has no right to call a meeting of the Company.

13.3 Notice

(a) Fourteen (14) days notice at least of every general meeting (or twenty one days notice if the meeting is one at which it is proposed to pass a special resolution) shall be given in the manner provided by these Articles to the members and such persons as are otherwise entitled under these Articles to receive notices provided that in the circumstances and subject to the conditions specified in the Law a meeting may be called by notice shorter than that hereinbefore prescribed.
(b) The Auditor or his agent authorised by him in writing for the purpose is entitled to attend general meetings, to receive all notices of and other communications relating to general meetings which a member is entitled to receive and to be heard at any general meeting which he attends on any part of the business of the meeting which concerns the Auditor in his capacity as such.
(c) Except in the case of a meeting convened pursuant to Section 246, the Directors may, by notice to the members, postpone any meeting which has been convened to a date specified in such notice, or may cancel the holding of such a meeting.

(d) A notice convening a meeting of the Company or of any class of members shall specify the place, day and hour of the meeting and in the case of special business the general nature of the special business to be dealt with at the meeting and there shall appear therein with reasonable prominence a statement that:
(i) a member entitled to attend and vote is entitled to appoint not more than two (2) proxies;
(ii) where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights and either proxy may vote on a show of hands; and
(iii) a proxy need not be a member.
(e) A notice convening a meeting of the Company shall include an instrument of proxy in the form as set out in Article 16.3.

13.4 Notice to Company Announcements Office

(a) The Company shall notify the Company Announcements Office of any meeting at which Directors are to be elected at least 5 Business Days before the closing day for receipt of nominations for Directors, and in any other case (other than a meeting to pass a special resolution) at least 10 Business Days before such meeting is held, and in the case of a meeting convened to pass a special resolution, at least 15 Business Days before such meeting is held. All notices convening meetings shall specify the place, date and hour of the meeting, and shall set out all resolutions to be put to the meeting.
(b) The Company shall notify the Company Announcements Office immediately after any general meeting in the case of special business as to whether or not the resolutions were carried and in the case if ordinary business as to which of those resolutions were not carried or were amended or were withdrawn.

14. PROCEEDINGS AT GENERAL MEETINGS

14.1 Persons Entitled to Attend a General Meeting

Persons entitled to attend a general meeting shall be:

(a) Shareholders whether in person, by proxy, by attorney or by a representative;
(b) Directors;
(c) Auditors; and

(d) such other person or persons as the Chairman may approve.

14.2 Business of Meetings

(a) The business of an annual general meeting is to receive and consider the profit and loss account, the balance sheet and the reports of the Directors and the Auditor, to elect Directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an annual general meeting.
(b) All other business transacted at an annual general meeting and all business transacted at any other general meeting should be deemed special.

14.3 Quorum

(a) Subject to Article 14.3(d), three members present in person or by proxy, attorney or representative are a quorum at a general meeting.
(b) An item of business shall not be transacted at a general meeting unless a quorum is present at the time when the meeting proceeds to consider the same but if a quorum is present at the beginning of a meeting it shall be deemed to be present throughout the meeting unless the Chairman thereof of his own motion or at the instance of a member, proxy, attorney or representative present thereafter otherwise declares.
(c) Where within fifteen (15) minutes after the time appointed for a meeting a quorum is not present, the meeting:
(i) if convened upon requisition of members pursuant to Section 246 is dissolved; and
(ii) in any other case stands adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors appoint by notice to the members and others entitled to notice of the meeting.
(d) At any such adjourned meeting two persons each being a member, proxy, attorney or representative present at the meeting are a quorum and if a quorum is not present within fifteen (15) minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

14.4 Chairman of Directors to Preside at General Meeting

The Chairman of Directors is entitled to preside at general meetings but where he is not present and able and willing to act within fifteen (15) minutes after the time appointed for a meeting or has signified that he will not be present and able and willing to act the following may

preside (in order of entitlement): the Deputy Chairman, a Director chosen by a majority of the Directors present, the only Director present, a member, proxy, attorney or representative chosen by a majority of the members, proxies, attorneys, and representatives present.

14.5 Equality of Votes

In the case of an equality of votes, the Chairman of the meeting has, both on a show of hands and at a poll, a casting vote in addition to any votes to which he may be entitled as a member.

14.6 Voting and Poll

Every question submitted to a meeting shall be decided by a show of hands unless, before or upon the declaration of the result of the show of hands, a poll is demanded by any of the following:

(a) the Chairman of the meeting;
(b) not less than five (5) members present in person or by proxy, attorney or representative and having the right to vote at the meeting; or
(c) a member or members present as aforesaid:
(i) representing not less than 10% of the total voting rights of all members having the right to vote at the meeting; or
(ii) holding Shares conferring a right to vote at the meeting on which an aggregate sum has been paid equal to not less than 10% of the total sum paid on all the Shares conferring that right,

and the demand for the poll is not withdrawn.

14.7 Declaration of Chairman

Unless a poll is demanded as aforesaid and the demand is not withdrawn, a declaration by the Chairman of the meeting that the resolution has been carried or carried unanimously or without dissent or by a particular majority or lost and an entry to that effect in the minutes of the meeting shall be conclusive evidence thereof and it shall not be necessary to provide the number or proportion of votes cast in favour of or against the resolution.

14.8 Manner of Taking a Poll

(a) Where a poll is demanded as aforesaid and the demand is not withdrawn it shall be taken in such manner and at such time and place and at once or after an interval or adjournment of otherwise as the Chairman of the meeting then or thereafter determines and

the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

(b) Objection shall not be raised of the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll except at that meeting or adjourned meeting or when that poll is taken and every vote not disallowed at the meeting or adjourned meeting or when the poll is taken shall be deemed valid.
(c) In the case of a dispute as to the admission or rejection of a vote, the Chairman of the meeting shall decide the same and his decision, made in good faith, shall be final and conclusive.
(d) A poll shall not be demanded on the election of a Chairman of a meeting or on the adjournment of a meeting.
(e) A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

14.9 Adjournment

(a) The Chairman of a meeting may with the consent of the meeting adjourn the meeting from time to time and place to place but the only business that may be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place and Section 257 shall apply.
(b) Where a meeting is adjourned for more than thirty (30) business days notice of the adjournment shall be given in accordance with Article 13.3(b) and 13.3(c).

15. VOTES OF MEMBERS

15.1 Votes on Show of Hands and Poll

Subject to any rights or restrictions attached to or affecting any class of Shares, on a show of hands each person present as a member, proxy, attorney or representative has one vote, and on a poll each member present in person or by proxy, attorney or representative has one vote, for each fully paid Share held by him PROVIDED THAT in respect of any partly paid Shares issued to members the voting rights of a member shall be a fraction of a vote equal to the amount in cash paid up on the Shares over the issue price of the Shares.

15.2 Votes in Relation to Joint Shareholders

(a) Where there are joint holders of a Share any one of them may vote at a meeting in person or by proxy, attorney or representative in respect of that Share as if he were solely entitled thereto but if more than one is present as aforesaid the

member whose name stands first in the register in respect of the Share is alone entitled to vote in respect thereof.

(b) Several legal personal representatives of a deceased member in whose sole name a Share stands shall for the purpose of this Article be deemed joint holders thereof.

15.3 Rights to Vote if Death or Bankruptcy

A person entitled under Article 9 to transfer a Share may vote at a meeting or adjourned meeting or on a poll in respect of that Share as if he were the registered holder thereof if:

(a) the Directors have previously admitted his right to vote at that meeting or adjourned meeting or on that poll in respect of the Share; or
(b) he satisfies the Directors of his right to transfer the Share at least forty eight (48) hours before the time appointed for the meeting, adjourned meeting or poll at or on which he proposes to vote in respect thereof.

15.4 Rights to Attend and Vote Generally

(a) A holder of an ordinary Share or Shares shall be entitled to be present and to vote at any general meeting in respect of any Share or Shares upon which all calls due to the Company have been paid.
(b) A member holding Shares in respect of which any moneys due and payable to the Company have not been paid is not entitled to attend or vote at general meetings by virtue of his holding those Shares but if he also holds Shares in respect of which no moneys are due and payable to the Company he is entitled to attend meetings and vote in respect thereof as if those Shares were the only Shares held by him.

16. PROXIES

16.1 Entitlement to Appoint Proxies

A member entitled to attend and vote at a meeting of the Company or of any class of members is entitled to appoint not more than two (2) other persons (whether members or not) as his proxy or proxies to attend and vote in his stead at the meeting and a proxy has the same right as the member to speak at the meeting.

16.2 Two Proxies

Where a member appoints two proxies:

(a) the appointment is of no effect unless each proxy is appointed to represent a specified proportion of the member's voting rights; and
(b) neither proxy is entitled to vote on a show of hands.

16.3 Instrument appointing Proxy

(a) An instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a body corporate under its common or official seal or the mark of its attorney duly authorised and may be in respect of more than one meeting, but is of no effect after twelve (12) months from the date it bears.
(b) An instrument appointing a proxy shall be in or to the effect of the following form or in any other form acceptable to the Directors generally or in a particular case:

APPOINTMENT OF PROXY

I/We,

being a member of EVZ LIMITED A.C.N. 010 550 357 hereby appoint:

Part A

or in his absence the Chairman of the meeting

as my/our proxy to attend and exercise of my/our votes on my/our behalf at the general meeting of the Company to be held on the day of and at any adjournment thereof (* and at any general meeting of the Company that may be held not later than .).

This proxy is to be used * in favour of/against the resolution(s) to be proposed at the abovementioned general meeting.

Part B

or in his absence the Chairman of the meeting

as my/our proxy to attend and exercise of my/our votes on my/our behalf at the general meeting of the Company to be held on the day of and at any adjournment thereof (*and at any general meeting of the Company that may be held not later than .).

This proxy is to be used *in favour of/against the resolution(s) to be proposed at the abovementioned general meeting.

Signature of member ............................................

Dated this day of .

*delete as appropriate.

Notes:

(1) Where only one proxy is to be appointed only Part A of the form should be completed and the word "all" inserted in the space before "of my/our votes".
(2) Where two proxies are to be appointed both Parts A and B of the form should be completed and the proportion of the member's votes which each proxy may exercise on a poll inserted in the space before the words "of my/our votes" in each part.
(c) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides the proxy is not entitled to vote in the resolution except as specified in the instrument.
(d) An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

16.4 Appointment of Attorney

A member may by power of attorney duly executed in the presence of at least one witness and (if necessary) duly stamped appoint an attorney to act on his behalf at all or any meetings of the company or of any class of members.

16.5 Instrument to be Deposited with Company

Subject to the Law and the Listing Rules, in order to be effective, an instrument appointing a proxy and any power of attorney under which it is executed or a copy of the power of attorney certified by statutory declaration or an instrument appointing an attorney pursuant to Article 16.4, in either case together with such evidence of due stamping and execution and non-revocation of the power of attorney as the Directors may require, or a certificate evidencing the appointment of a representative must be deposited at the registered office of the Company not less than forty-eight (48) hours before the time appointed for the meeting or adjourned meeting or poll which the appointee proposes to attend or on which he proposes to vote.

16.6 Voting by Proxy, Attorney or Representation

A vote cast by a proxy, attorney or representative is valid notwithstanding the previous revocation of his authority by the death of his principal or otherwise and notwithstanding the transfer of the Shares in respect of which the vote is cast unless an intimation in

writing of the revocation or transfer has been received at the registered office of the Company or by the Chairman of the meeting before the vote is cast.

17. DIRECTORS

17.1 Number of Directors

The number of Directors shall not be less than three nor, until otherwise determined by a general meeting, more than eight.

17.2 Natural Person

Each Director shall be a natural person.

17.3 Nomination of Director

(a) A person other than a retiring Director or a person seeking reelection pursuant to Article 20 is not eligible to be elected as a Director at a general meeting unless a member intending to propose him has at least thirty (30) Business Days or in the case of a person recommended by the Directors at least twenty (20) Business Days before the meeting left at the registered office of the Company a notice in writing duly signed by the nominee, giving his consent to the nomination and signifying his candidature for office or the intention of the member to propose him.
(b) Notice of each candidature shall be forwarded to all members at least seven (7) days prior to the meeting at which the election is to take place.

17.4 Power to Appoint Directors

The Directors shall have power at any time and from time to time to appoint any other person as a Director either to fill a casual vacancy or as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed.

17.5 Term of Director Appointed by Directors

A Director appointed by the Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible as a retiring Director for re-election.

17.6 Removal of Directors

The Company in general meeting may by special resolution remove any Director before the expiration of his period of office and may by a resolution appoint another person in his place. The person so

appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.

18. REMUNERATION AND EXPENSES

18.1 Directors to be Paid from Company's Funds

Subject to these Articles, the Directors shall be paid out of the funds of the Company or any entity under its control or with which it is associated as remuneration for their services as Directors such sum accruing from day to day as the Company in general meeting determines, to be divided among them in such proportion and manner as they agree or in default of agreement equally.

18.2 Director's Fees to be Fixed

The Director's remuneration for their services as Directors shall be by fixed sum and not a commission on or percentage of profits or turnover and shall not be increased except at a general meeting where particulars of the proposed increase and the maximum sum payable to Directors has been given to the members in the notice convening the meeting.

18.3 Remuneration for Extra Services

Where a Director being willing is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for the Company, the Company may renumerate him by payment of a fixed sum determined by the Directors and that remuneration may be either in addition to or in substitution for his share in the remuneration provided for in Article 18.1.

18.4 Reimbursement for Expenses

A Director shall in addition to his remuneration as aforesaid be reimbursed out of the funds of the Company such reasonable travelling, accommodation and other expenses as he may incur when travelling to or from meetings of the Directors or a committee or when otherwise engaged on the business of the Company.

18.5 Restrictions on Service Agreements

The Company shall not enter into a service agreement with any Director which provides that termination benefits will or at the option of either party may become available or increase upon any change in the shareholding or control of the Company. The prior approval of shareholders in general meeting shall be required to the Company entering into a service agreement with any of the Directors where the termination benefits receivable under such service agreement when aggregated with the termination benefits receivable under all other

service agreements then in force exceed five percent (5%) of the total share capital and reserves of the Company. Any Director who is a beneficiary of such termination benefit shall not vote as a shareholder at any meeting of shareholders convened for the purpose of approving any such agreement.

19. VACATION OF OFFICE AND CONFLICT OF INTEREST

19.1 Automatic Vacation of Office

Registered Office of a Director is automatically vacated if he:

(a) ceases to be a Director by virtue of, or becomes prohibited from being a Director by reason of an order made under, the Law;
(b) becomes bankrupt or an insolvent under administration or makes an arrangement or composition with creditors of his joint or separate estate generally;
(c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health;
(d) resigns his office by notice in writing to the Company or refuses to act;
(e) is absent from the meetings of the Directors for a continuous period of six (6) calendar months without special leave of absence from the Directors; or
(f) is removed from office by a resolution pursuant to Section 225.

19.2 Voting where Material Interest

A Director as such shall not vote in respect of a contract in which he has directly or indirectly a person material interest and if he does so vote his vote shall not be counted but:

(a) the Company in general meeting may relax or suspend this prohibition to any extent and it does not apply to a contract to give a Director security for advances or by way of indemnity; and
(b) an interested Director may attest to the affixing of a common seal, duplicate common seal or official seal of the Company to a contract or any other document.

19.3 Exemption to Conflict of Interest

Subject to the Law and the Listing Rules, a Director may, notwithstanding his office as such and the fiduciary relationship thereby established:

(a) hold an office or place of profit (except that of Auditor) under the Company or under any body corporate in which the Company is a member or otherwise interested;
(b) enter into a contract with the Company as vendor, purchaser or otherwise and may participate in any association, institution, fund, trust, scheme or convenience for past or present employees or Directors of the Company; and
(c) retain for his own benefit and profit arising from any such office, place of profit or contract and any pension, allowance or other benefit received by reason

19.4 Contract Not Void

A contract entered into by or on behalf of the Company is not void or voidable by reason only that a Director is in any way directly or indirectly interested therein.

19.5 Definition of Contract

In this Article, where the context admits, "Contract" includes an arrangement and a proposed contract or arrangement.

19.6 Advice to Company Announcements Office of Material Contract

The Company shall advise the Company Announcements Office without delay of any material contract involving Directors' interests and such advice shall include, inter alia, the names of the parties to the Contract, the name of the Director concerned (if not a party to the Contract), particulars of the Contract, the Director's interest in the Contract concerned and any other information that may be required under the Listing Rules.

19.7 No Share Qualification

A Director or an associate Director shall not be required to hold any Share qualification.

19.8 Record of Declaration and Notices

A Director shall comply with Section 231 and 236 and the Secretary shall record in the minutes of Directors' meetings any declarations made and notices given by a Director.

20. ROTATION OF DIRECTORS

20.1 Term of Directorship

A Director other than a Managing director shall not retain office for more than three (3) calendar years or beyond the third annual general meeting following his election (whichever is the longer period) without submitting himself for re-election.

20.2 Rotation of Directors

(a) At the annual general meeting in each year one-third of the Directors in office (other than any Managing Director) or if their number is not a multiple of three, the number nearest to but not less than one-third, shall retire from office.
(b) A retiring Director may act until the conclusion of the meeting at which he retires and is eligible for re-election.
(c) Subject to Section 227(10) and Article 20.2 (f), the Directors to retire by rotation at each annual general meeting are those who have been longest in office and the length of time a Director has been in office shall be computed from his last election.
(d) As between Directors who have been in office an equal length of time the Directors to retire shall in default of agreement between them be determined by drawing lots in any manner determined by the Chairman of Directors or if he is not able and willing to act by the Deputy Chairman.
(e) For the purpose of ascertaining the number and identity of the Directors to retire by rotation, neither a Director appointed by the Directors nor a Director whose office has become vacant pursuant to Section 228 shall be taken into account.
(f) Where the Company in general a meeting elects a Director pursuant to Article 17.3 it may also determine in what order of rotation he is to go out of office.

20.3 Casual Vacancies

(a) The Company may at a meeting at which the Directors retire by rotation fill all or any of the vacant places by electing persons thereto and may fill up any other available vacancy.
(b) f the place of a Director retiring by rotation is not filled he continues in office, if willing to do so, until the next annual general meeting and so on from annual general meeting to annual general meeting until his place is filled unless or until at an annual general meeting the Company determines expressly to reduce the number of Directors in office or a resolution for the reelection of that Director is put to the meeting and lost.

21. POWERS OF DIRECTORS

21.1 Management of the Company

The management of the business of the Company is vested in the Directors and they may exercise all such powers and do all such acts and things as the Company is by its Memorandum or otherwise authorised to exercise and do and are not by these Articles or by statute directed or required to be exercised or done by the Company in general meeting but subject nevertheless to the provisions of the Law, the Listing Rules, these Articles and any regulation but:

(a) a regulation made by the Company in general meeting may not invalidate a prior act of the Directors;
(b) the Directors shall not sell or dispose of the Company's main undertaking unless the sale or disposal is subject to ratification by the Company in general meeting;
(c) on a sale of the Company's main undertaking, a commission or fee shall not be paid to a Director unless it has been so ratified; and
(d) prior notification of the amount of any such proposed payment shall be given to all members at least seven (7) days before the meeting at which the same is to be considered.

21.2 Director's Requirements

The Directors must satisfy, and must ensure that the Company satisfies all applicable requirements under the Law, the Listing Rules and these Articles.

22. PROCEEDINGS OF DIRECTORS

22.1 General

(a) The Directors may meet together for the dispatch of business or adjourn or otherwise regulate their meetings and proceedings as they think fit.
(b) A Director, including an Alternate Director, shall not vote at a meeting of the Directors in relation to any contract or proposed contract or arrangement in which he has directly or indirectly a material interest.

22.2 Quorum

(a) Until otherwise determined by the Directors, two (2) Directors present in person or by proxy are a quorum.
(b) An interested Director shall be counted in a quorum notwithstanding his interest.
(c) Where at a meeting of the Directors only a quorum is present, or at which only three (3) Directors are competent to vote on the question at issue, the Chairman of the meeting of Directors shall not have a casting vote.
(d) Where within fifteen (15) minutes after the time appointed for a meeting of the Directors a quorum is not present, the meeting stands adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors appoint.

22.3 Continuing Directors

The continuing Directors may act notwithstanding a vacancy in their number but, if and so long as their number is reduced below the minimum fixed by Article 17, the continuing Directors may, except in an emergency, so act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or of summoning a general meeting.

22.4 Convening of Director's Meeting

A Director may, and the Secretary upon the request of a Director shall, convene a meeting of the Directors.

22.5 Entitlement to Notice

A Director who is at anytime not in Australia is not during that time entitled to notice of a meeting of Directors.

22.6 Directors Proxies

(a) A Director may attend and vote by proxy at a meeting of the Directors if the proxy is a Director and has been appointed by writing under the hand of the appointor or by telex, telegram, cablegram, radiogram or other form of visible communication from the appointor.
(b) Such an appointment may be general or for any particular meeting or meetings.

22.7 Election of Chairman and Deputy Chairman

The Directors may elect a Chairman and Deputy Chairman and determine the periods during which they hold office respectively but

unless otherwise determined each of them holds office until removed pursuant to the provisions of Article 22.8.

22.8 Removal of Chairman and Deputy Chairman

The Chairman or Deputy Chairman may be removed by a resolution of the Directors of which not less than fourteen (14) days' notice has been given to all the Directors for the time being in Australia.

22.9 Chairman to Reside at Meetings

The Chairman of Directors is entitled to preside at meetings of the Directors but where he is not present and able and willing to act within fifteen (15) minutes after the time appointed for the meeting or has signified that he will not be present and able and willing to act the Deputy Chairman, a Director chosen by a majority of the Directors present may preside (in order of entitlement).

22.10 Voting at Meetings

Questions arising at a meeting of the Directors shall be decided by a majority of votes and, except where only two Directors are present in person or by proxy and entitled to vote on a question, in the case of an equality of votes, the Chairman of the meeting has a casting vote.

22.11 Committees of Directors

(a) The Directors may delegate any of their powers to committees consisting of such Director or Directors as they think fit and may revoke that delegation.
(b) A committee shall in the exercise of the powers so delegated confirm any regulations that may be imposed by the Directors.
(c) Subject to Article 22.11(b), the meetings and proceedings of a committee consisting of two or more Directors shall be governed by the provisions of these Articles as to the meetings and proceedings of the Directors so far as the same are applicable thereto.

22.12 Resolution of Directors in Writing

Subject to the Law, a resolution in writing signed by all the Directors who are for the time being in Australia or all the members of a committee who are for the time being in Australia, in either case not being less than a quorum is as valid and effectual as if it had been passed at a meeting of the Directors or committee duly called and constituted and may consist of several documents in like form each signed by one or more of the Directors or members.

22.13 Validity of Decisions Despite Procedural Defects

All acts of the Directors, a committee or a person acting as a Director or committee or members of a committee are valid notwithstanding that it is afterwards discovered that there was some defect in the appointment, election or qualification of them or any of them or that they or any of them are disqualified or had vacated office.

23. MEETINGS BY INSTANTANEOUS COMMUNICATIONS

23.1 Entitlement to Attend Meetings

A Director shall be entitled to attend a Directors' meeting by means of an instantaneous communication device rather than in person. In those circumstances, a Director shall still receive all materials and information to be made available for the purposes of the Directors' meeting.

23.2 Conditions for Effective Meetings

For the purposes of these Articles, the contemporaneous linking together by instantaneous communication device of a number of consenting Directors no less than the quorum, whether or not any one or more of the Directors is out of Australia, shall be deemed to constitute a Director's meeting and all the provisions of these Articles as to the Directors' meetings shall apply to such meetings held by instantaneous communication device so long as the following conditions are met:

(a) all the directors for the time being entitled to receive notice of the Directors' meeting (including any Alternate Director) shall be entitled to notice of a meeting by instantaneous communication device for the purposes of such meeting. Notice of any such Directors' meeting shall be given on the instantaneous communication device or in any other manner permitted by these Articles;
(b) each of the Directors taking part in the Directors' meeting by instantaneous communication device must be able to hear each of the other Directors taking part at the commencement of the Directors' meeting; and
(c) at the commencement of the Directors' meeting each Director must acknowledge his presence for the purpose of a Directors' meeting of the Company to all the other Directors taking part.

23.3 Deemed to be Held at Registered Office

A Directors' meeting held by instantaneous communication device shall be deemed to have been held at the Registered Office.

23.4 Procedure at Meetings

A Director may leave a Directors' meeting held under this Article 23 by informing the Chairman of the Directors' meeting and then disconnecting his instantaneous communication device. Unless this procedure has been followed a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the Directors' meeting by instantaneous communication device.

23.5 Minutes

A minute of the proceedings at a meeting held under this Article 23 shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chairman or the person taking the chair at the meeting.

23.6 Definition

For the purposes of these Articles, " instantaneous communication device " shall include telephone, television or any other audio or visual device which permits instantaneous two way communication between two or more parties.

24. MANAGING DIRECTORS

24.1 Appointment

The Directors may appoint one or more of their number to be Managing Director or Managing Directors of the Company either for a fixed term or without limitation as a period of appointment but not for life and remove him or them and appoint another or others in his or their place or places.

24.2 Not Subject to Retirement or Rotation

A Managing Director while he continues to hold that office is not subject to retirement by rotation nor shall he be taken into account in determining the rotation or retirement of Directors or the number of Directors to retire, but subject to the provisions of any contract between the Company and him he is subject to the same provisions as to resignation and removal as the other Directors and automatically ceases to be a Managing Director if he ceases to be a Director.

24.3 Remuneration

The remuneration of an executive Director (including a Managing Director) may be determined by the Directors in such manner as they think fit but shall not include a commission on or percentage of turnover.

24.4 Powers of Managing Directors

The Directors may confer upon a Managing Director for the time being such of the powers conferred on the Directors by these Articles other than the power to make calls for such time, to be exercised for such purposes, on such terms and conditions and with such restrictions as they think fit and all or any of those powers may be conferred collaterally with but not to the exclusion of the powers of the Directors and may be revoked withdrawn altered or varied by the Directors.

25. ALTERNATE DIRECTORS

25.1 Appointment

Subject to the Law, a Director may by writing under his hand or by telex, telegram, cablegram, radiogram or other form of visible communication, appoint a person approved by a majority of the other Directors to act as an Alternate Director in his place whether for a stated period or periods or until the happening of a specified event or from time to time.

25.2 Procedures and Powers of Alternate Directors

An Alternate Director:

(a) may be removed or suspended from office by writing under the hand of the Director by whom he was appointed or by telex, telegram, cablegram, radiogram or other form of visible communication from that Director;
(b) subject to these Articles, is entitled to receive notice of meetings of the Directors and to attend and vote thereat if the Director by whom he was appointed is not present and, where he is also a Director in his own right or Alternate Director for another Director as well, to have a separate vote on behalf of the Director he is representing in addition to his own or that other Director's vote;
(c) may exercise all the powers except the power to appoint an Alternate Director and, subject to the Law, perform all the duties of the Director by whom he was appointed insofar as the latter has not exercised or performed them;
(d) automatically ceases to be an Alternate Director if the Director by whom he was appointed ceases to be a Director;
(e) whilst acting as a Director is responsible to the Company for his own acts and defaults and the Director by whom he was appointed is not responsible therefore;
(f) is not entitled to receive any remuneration from the Company as a Director except for any special services which is in the opinion of the Directors outside the scope of the ordinary duties of a Director but shall be entitled to be reimbursed by the Company for all travelling and other expenses incurred by him in attending meetings of the Company or otherwise on the Company's business;
(g) shall not be taken into account separately from the Director by whom he was appointed in determining the number of Directors or the rotation of Directors; and
(h) an appointment, or the termination of an appointment, of an alternate Director shall be effected by a notice in writing signed by the Director who makes or made the appointment and served on the Company.

25.3 Retirement and Re-election

Where the Director by whom an Alternate Director was appointed retires by rotation but is re-elected by the meeting at which he retires or continues in office pursuant to Article 20.3(b), the appointment of the Alternate Director continues to operate after his re-election as if he had not so retired.

26. ASSOCIATE DIRECTORS

26.1 Appointment

The Directors may appoint a person to be an Associate Director and may remove a person so appointed.

26.2 Duties and Powers

The Directors may define and limit the duties and powers of Associate Directors and their remuneration for their services as Associate Directors, but that remuneration shall be by a fixed sum and not a commission or percentage of profits or turnover.

26.3 Attending Meetings by Invitation

An Associate Director may upon the invitation of the Directors or a committee of Directors attend meetings of the Directors or committee to which the invitation extends but he may not vote and does not form part of a quorum.

27. LOCAL MANAGEMENT

27.1 Management of Company in Specified Locality or Abroad

The Directors may provide for the management and transaction of the affairs of the Company in a specified locality whether in Australia or abroad in such manner as they think fit and the provisions of Articles 27.2 to 27.5 inclusive do not limit the generality of this Article 27.1.

27.2 Establishment of Local Boards or Agencies

The Directors may establish local boards or agencies for managing any of the affairs of the Company in any such specified locality and may appoint persons to be members of those local boards or managers or agents and may fix their remuneration.

27.3 Delegation of Powers

(a) The Directors may delegate to a person so appointed any of the powers vested in the Director other than the power to make calls and may authorise the members for the time being of any such local board or any of them to fill up vacancies therein and to act notwithstanding vacancies.
(b) Any such appointment or delegation may be made on such terms and conditions as the Directors think fit and the Directors may remove a person so appointed and may cancel or vary any such delegation.
(c) Any such delegate may be authorised to sub-delegate all or any of the powers for the time being vested in him.

27.4 Appointment of Attorney

(a) The Directors may by revocable or irrevocable power of attorney under the common seal of the Company appoint a person to be the attorney of the Company for such purposes and with such powers (not exceeding those conferred on the Directors by these Articles) and for such period and subject to such conditions as the Directors think fit.
(b) Any such appointment may be made in favour of the members or any of the members of a local board or in favour of a body corporate or of the members Directors nominees or managers of a body corporate or firm or in favour of a fluctuating body of persons whether nominated directly or indirectly by the Directors and any such power or attorney may contain such provisions for the protection or convenience of persons dealing with the attorney as the Directors think fit.
(c) Any such attorney may be authorised to sub-delegate all or any of the powers for the time being vested in him.

27.5 Branch Register

(a) Subject to Section 214, the Directors may make such provisions as they think fit respecting the keeping of branch registers and the transmission of Shares between registers and may appoint such person as they think fit in any place where a branch register is kept to approve or reject transfers on that register.
(b) A person so appointed may in respect of transfers or other entries proposed to be registered in the branch register exercise all the powers of the Directors conferred on him to the same extent and effect as if the Directors themselves were present and exercised the same.

28. SECRETARY

28.1 Appointment

The Directors shall appoint at least one (1) Secretary and may remove him and may appoint a person as an Acting Secretary or otherwise to perform all or any of the duties of a secretary and remove a person so appointed.

28.2 Further Duties

The Secretary shall, in addition to his other duties under the Law and the Listing Rules, ensure that the Company complies with Sections 258 and 259.

29. AUTHENTICATION OF DOCUMENTS

29.1 Company to Have Seal

The Company shall have a common seal and may have:

(a) a duplicate common seal, which shall be a facsimile of the common seal with the addition on its face of the words "Share Seal" or "Certificate Seal"; and
(b) an official seal for use in any place outside Victoria, which shall 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.

29.2 Safe Custody of Company Seal

The Directors shall provide for the safe custody of all seals in such manner as they think fit.

29.3 Affixation of Common Seal or Duplicate Common Seal

(a) Neither the common seal nor duplicate commonseal shall be affixed to a document except pursuant to the authority of the Directors or a committee of the Directors authorised by the Directors in that behalf.
(b) Every document to which the common seal or duplicate common seal is affixed shall be signed by a Director and countersigned by the Secretary or a second Director or some other person appointed generally or in a particular case by the Directors for that purpose.

29.4 Affixation of Official Seal

(a) An official seal shall not be affixed to a document except pursuant to the authority of the Directors or a committee of the Directors or a local board of Directors in either case authorised by the Directors in that behalf.
(b) Every document to which an official seal is affixed shall be signed by a person appointed by the Directors to affix that official seal who shall in writing under his hand certify on the document to which the official seal is affixed, the date on which and the place at which it is affixed.

29.5 Affixation of Seal Mechanical or Electronic Means

The Directors may determine generally or in a particular case, that the Company seal and the signatures of the Director, Secretary or other person appointed by the Directors for the purpose of signing documents to which the seal is affixed, may be affixed or written on documents by a specified mechanical or electronic means.

29.6 Authority to Deal with Negotiable Instruments

Cheques, bills of exchange, promissory notes and negotiable instruments may be signed, accepted, drawn, made or endorsed for and on behalf of the Company by such persons (whether Directors or officers of the Company or not) as the Directors determine but not otherwise.

30. RESERVE

30.1 Authority to Set Aside Profit as Reserves

The Directors may:

(a) before declaring a dividend set aside out of the profits of the Company such sums as they think fit as reserves to meet contingencies or for equalising dividends or for special dividends or for repairing, improving or maintaining any of the property of the Company or for such other purposes as they think conductive to the interest of the Company; and
(b) subject to Section 185 and 205, invest the several sums so set aside upon such investments as they think fit and deal with and vary those investments and dispose of all or any part thereof for the benefit of the Company and divide the reserves into such special reserves as they think fit and employ the reserves or any part thereof in the business of the Company without being bound to keep the same separate from the other assets.

30.2 Authority to carry forward Profits

The Directors may also without placing the same to reserve carry forward any profits which they think it is prudent not to divide.

31. DIVIDENDS

31.1 Dividends to be Proportional to Amount Paid Up

Subject to the rights of persons (if any) entitled to Shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the Shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a Share in advance of calls shall be treated for the purpose of this regulation as paid on the Share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares being any portion or portions of the period in respect of which the dividend is paid; but if any Share is issued on terms providing that it shall rank for dividends as from a particular date that Share shall rank for dividend accordingly.

31.2 Power to Declare Dividends

(a) The power to declare dividends is vested in the Directors and they may fix the time for payment thereof.
(b) The Directors may from time to time declare such interim dividends as in their judgment the position of the Company justifies. Each interim dividend so declared shall be payable on a date fixed by the Directors. The Directors may also pay any preferential dividends on Shares issued upon the terms that the preferential dividends thereon shall be payable on fixed dates. The payment of any such preferential dividend or interim dividend shall not require the sanction of a general meeting.

31.3 No Dividend if Insolvent

No Dividend shall be paid or declared unless:

(a) the assets of the Company exceed its liabilities immediately before the Dividend is declared and the excess is sufficient for the payment of the Dividend; and
(b) the payment of the Dividend is fair and reasonable to the Shareholders of the Company as a whole; and

31.4 No Interest on Dividend

No dividend or other money payable on or in respect of a Share shall bear interest against the Company.

31.5 Payment of Dividend

(a) The Directors when declaring a dividend may resolve that such dividend be paid wholly or in part by the distribution of specific assets and in particular of paid up Shares debentures or debenture stock of the Company or paid up Shares debentures or debenture stock of any other company or in any one or more of those ways.
(b) Upon the Directors declaring a dividend and in accordance with this Article 31, members may accept payment in whole or in part by way of paid up Securities by way of any dividend reinvestment scheme approved by the Company in a general meeting.
(c) Unless otherwise directed any dividend may be paid by cheque sent through the post to the registered address of the member or person entitled or in the case of joint holders to the registered address of that one whose name stands first on the register in respect of the joint holding.

31.6 Rights to Dividend to Pass on Registration

The right to any dividend declared on Shares shall not pass to the transferee until before the registration of the transfer.

31.7 Power to Retain Dividends

The Directors may retain the dividends payable upon Shares in respect of which any person is under Article 9 entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member or which any person under that Article is entitled to transfer until such person shall become a member in respect of such Shares or shall duly transfer the same.

31.8 Joint Shareholders

Any one of the several persons who are registered as the joint holders of any Shares may give effectual receipts for all dividends and payments on account of dividends bonuses or other moneys payable in respect or such Shares but the Directors may if they think fit require the receipt of all the holders of such Shares.

31.9 Dividends on Party Paid Shares

Dividends declared on any party paid Share shall not be in excess of an amount pro-rata to the proportion of the total issue price paid up on those Shares unless it is a term of the issue of any such Shares that each Share shall be entitled to participate on the same basis as fully paid Shares when such partly paid Shares were issued on a pro-rata basis.

32. CAPITALISATION OF PROFITS

32.1 Capitalisation of Undivided Profits or Reserves

The Directors may resolve that any moneys investments or other assets forming part of the undivided profits of the Company or standing to the credit of a reserve or in the hands of the Company and available for dividend or representing premiums received on the issue of Shares and standing to the credit of a share premium account be capitalised and distributed among such of the members as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the basis that they become entitled thereto as capital and that all or any part of the capitalised fund be applied on behalf of those members in paying up in full either at par or at such premium as the resolution may provide any unissued Shares or debentures (which shall be distributed accordingly) or in or towards payment of the uncalled liability on any issued Shares or debentures and that distribution or payment shall be accepted by those members in full satisfaction of their interest in the capitalised fund.

32.2 Redemption of Preference Shares

Where the Company has redeemed any redeemable preference Shares or issued any Shares at a premium the Directors may apply all or any part of the capital redemption reserve or share premium account arising from the redemption or issue in paying up any unissued Shares to be issued to members as fully paid bonus Shares.

32.3 Powers of Distribution or Payment

For the purpose of giving effect to a resolution under this Article the Directors may settle any difficulty which arises as to the distribution or payment as they think fit and in particular may issue fractional certificates, fix the value for distribution of any specific assets, determine that cash payments be made to any members on the basis of the values fixed or that fractions be disregarded in order to adjust the rights of all parties and may vest any property in trustees upon such trusts for the persons so entitled to the dividend or capitalised fund as they think fit.

32.4 Section 113 Contract

Where requisite a proper contract or particulars thereof shall be filed in accordance with Section 113 and the Directors may appoint a person to sign that contract on behalf of the persons entitled to the dividend or capitalised fund.

33. ACCOUNTS AND AUDIT

33.1 Requirement to Keep Records

The Company shall keep such accounting and other records as comply with the provisions of the Law and the Listing Rules.

33.2 Availability of Records

The books of account shall be kept at the Registered Office or at such other place as the Directors think fit and shall at all times be open to inspection by the Directors. The Company shall comply with the provisions of the Listing Rule 3A(5) relating to closing its books and fixing a books closing date.

33.3 Disclosure to Annual General Meeting

At the annual general meeting in every year the Directors shall lay before the Company a profit and loss account for the period since the preceding account or (in the case of the first account) since the incorporation of the Company made up to a date not more than five months before such meeting provided that the interval between the close of a financial year of the Company and the date of despatch to members and lodgment at the Exchange of a printed annual report containing the accounts relating to that financial year shall not exceed four months. On lodgment of any such annual report with the Exchange the Company shall provide the Exchange with such confirmations required pursuant to Listing 3C(1).

33.4 Preparation of Profit and Loss Account and Balance Sheet

Not less than fourteen days before an annual general meeting of the Company, the Directors cause to be made out:

(a) a profit and loss account for the last financial year of the Company which gives a true and fair view of the profit or loss of the Company for that financial year; and
(b) a balance sheet as at the end of the last financial year of the Company being a balance sheet that gives a true and fair view of the state of affairs of the Company as at the end of that financial year.

Such profit and loss account and balance sheet shall be duly audited and in such form and contain in it such matters as may be required by the Corporations Law and the Listing Rules and will be accompanied by or have attached to it such reports, statements and declarations as are required by the Corporations Law and the Listing Rules to be attached to or to accompany the profit and loss account and balance sheet.

33.5 Appointment of First Auditor

The first auditor may be appointed by the Directors at any time before the first annual general meeting and the auditor so appointed shall hold office until that meeting.

33.6 Auditor subject to Law and Listing Rules

The appointment, remuneration, rights and duties of the auditor shall be regulated by the Law and the Listing Rules.

33.7 Persons no to act as Auditor

No person will be appointed or act as auditor for the Company if he is or becomes:

(a) an officer or employee of the Company or of any holding or subsidiary company or of any other subsidiary company of the same holding company;
(b) a partner, employer or employee of any such officer or employee of the Company;
(c) a partner or employee of any such employee of an officer; or
(d) indebted to the Company in an amount exceeding five thousand dollars.

33.8 Qualified Reports

If and whenever the auditor of the Company furnishes a qualified report which in the opinion of such auditor ought to be made known to the members of the Company, copies of such qualified report will be immediately supplied by the Directors to the Exchange and to every stock exchange upon which any shares are for the time being listed.

33.9 Audited Reports Conclusive

Every profit and loss account and balance sheet when audited and approved by an annual general meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof. Whenever any such error is discovered within that period, the said accounts shall forthwith be corrected and will from that time on be conclusive.

33.10 General Requirements

In addition to observing the requirements of the Law and the Listing Rules as to accounts and audit, the following shall also be observed:

(a) copies of each of the documents referred to in Section 315 of the Law shall be sent to the Home Branch at the same time as those documents are sent to the persons entitled to receive them under Section 315 of the Law;
(b) where the Company is not the beneficial owner of the whole of the capital of a subsidiary any consolidated balance sheet and profit and loss account shall disclose the extent of the interest of other Shareholders in the capital reserves and profits of that subsidiary;
(c) where and so long as the company is a holding company the Company shall procure that a person shall not be appointed or act as an auditor of a subsidiary unless he is qualified to act as Auditor of the Company;
(d) copies of an Auditor's qualified report which in the opinion of the Auditor should be made known to members shall be supplied immediately to the Home Branch;
(e) the register shall be audited at intervals of not more than three (3) months or such other period as shall from time to time be specified in the Listing Rules; and
(f) the interval between the close of the Company's financial year and the issue of accounts relating thereto shall not exceed the period specified in the Listing Rules.

33.11 Details of Material Contracts in Notes

(a) The Directors shall by way of a note attached to the balance sheet sent to members enter details of any material contract entered into by the Company or any of its subsidiaries in which a Director of the Company has a personal material interest either directly or indirectly and which still subsisted at the end of the financial year or if not then subsisting was entered into after the end of the previous financial year.
(b) The note shall include among other things, the names of the parties to the contract, the name of the Director if not a party to the contract, particulars of the contract and the Director's interest in the contract.

33.12 Definitions and Interpretation in this Article

In this Article:

(a) "contract" includes any agreement or arrangement whether formal or informal and whether express or implied and any agreement that is not enforceable by legal proceedings whether or not it was intended to be so enforceable;
(b) a contract with a subsidiary or body corporate associated with the Company shall be taken into account as if it were a contract with the Company; and
(c) a contract shall be deemed not to be material if it is entered into by the Company or a subsidiary or associated body corporate in the normal day to day conduct of its business.

34. BOOKS

34.1 Right of Inspection of Books of Company

(a) Subject to the Law and the Listing Rules and any resolution of the Company in general meeting, the Directors may determine whether and to what extent and at what time and place and under what condition and regulations the books of the Company or any of them shall be open to inspection by the members and other persons.
(b) A member or other person (not being a Director) has no right to inspect any of the books of the Company except as conferred by statute or authorised by the Directors or by a resolution of the Company in general meeting and is not entitled to require or receive any information concerning the business, trading or customers of the Company or any trade secret or secret process of or used by the Company.

35. SERVICE OF DOCUMENTS

35.1 Service in General

(a) A Share certificate, cheque, warrant, notice or other document may be delivered or served by the Company either personally or by sending it by ordinary post to a member at his registered address in Australia or in the case of joint holders to the joint holder whose name appears first in the register or to a person and address specified in writing by the joint holders and is at the risk of the addressee as soon as it is given or posted.
(b) Where an overseas Shareholder does not have a registered address in Australia, such documents shall be forwarded by air mail.

(c) A member whose registered address is not in Australia may specify in writing an address in Australia to be deemed to be his registered address within the meaning of this Article.

35.2 Deemed Receipt of Documents

(a) A document sent by ordinary post or air mail in accordance with this Article by the Company shall be deemed to have been received or served on the day next following that on which it was posted and in proving delivery or service it is sufficient to prove that the envelope or wrapper containing the documents was properly addressed and stamped and was posted.
(b) A document delivered to or served on a member shall, notwithstanding the death or bankruptcy of the member and whether or not the Company has notice thereof, be deemed to have been duly delivered or served in respect of all Shares whether held solely or jointly with other persons by that member until another person is registered in his stead and be deemed sufficient delivery or service of the document to and on his legal personal representative, trustee or assignee and if he is a joint holder the other joint holders.

35.3 Certificate of Posting Conclusive Proof

A certificate in writing signed by a Director Secretary or other officer of the Company that a document or its envelope or wrapper was so addressed and stamped and was posted shall be conclusive evidence thereof.

35.4 Supply of Documents to Company Announcements Office

The Company will supply the Company Announcements Office the number of copies prescribed by the Listing Rules of all documentation required by the Listing Rules to be lodged with the Company Announcements Office or released or issued by the Company for the information of holders of any of the Company's Securities.

35.5 Transferees Bound by Previous Notices

A person who by operation of law, transfers or other means becomes entitled to be registered as the holder of or to transfer a Share is bound by every notice previously given in respect of that Share.

35.6 Notices

Subject to the Law and the Listing Rules:

(a) where a given number of days' notice or notice extended over any other period is required to be given, the day on which the notice is deemed to be served, and in case of a notice convening a

meeting the day on which the meeting is to be held, shall be excluded in calculating the number of days or other period;

(b) where these Articles require or permit a notice to be given by the Company, the Directors, a Director or the Secretary neither accidental omission to give the notice nor non-receipt of the notice invalidates the call, meeting, resolution, procedure or matter to which the notice relates;
(c) the signature to a written notice need not be handwritten; and
(d) all summonses, notices, processes, judgments and orders in relation to any legal proceedings by the Company or to its liquidator against a member or contributory not in Victoria may be served by pre-paid post (the foregoing provisions as to notices applying mutatis mutandis) and such service shall be deemed to be personal service.

36. WINDING UP

36.1 Distribution in Properties to Paid Up Capital

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as nearly as may be the losses 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 on a winding up the assets available for distribution among the members shall be more than sufficient to repay 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 at the commencement of the winding up paid up or which ought to have been paid up on the Shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

36.2 Distribution in Specie or In Kind

If the Company is wound up whether voluntarily or otherwise the liquidator may with the sanction of a special resolution, divide among the shareholders, in specie or kind, any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in a trustee upon such trusts for the benefit of the shareholders or any of them as the liquidator with the like sanction shall think fit.

36.3 Notice by Member to Sell

In case any Shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said Shares may within ten (10) days after the passing of the special resolution by notice in writing direct the liquidator to sell his proportion and pay him the net proceeds and the liquidator shall, if practicable, act accordingly.

36.4 No Commission or Fee

On a member's voluntary winding up, no commission or fee shall be payable to a Director or Directors or the liquidator unless the payment of such commission or fee shall have been ratified by a general meeting of the Company and the amount of such proposed payment shall have been specified in the notice calling such meeting.

37. RESTRICTED SECURITIES

37.1 No Dealing in Breach of Listing Rules

There shall be no dealings in Restricted Securities in breach of the Listing Rules or any Escrow Agreement.

37.2 Priority in Winding Up

On a winding up of the Company, Restricted Securities which are subject to an Escrow Agreement shall rank behind all other Securities in the Company on a return of capital.

37.3 Breach of Escrow Agreement

Notwithstanding any other provision in the Articles, in the event of a breach of an Escrow Agreement in relation to Restricted Securities the member holding the Restricted Securities in question shall cease to be entitled to any dividend and to any voting rights in respect of those Securities for so long as the breach subsists.

38. COMPLIANCE WITH LISTING RULES

Notwithstanding any other term contained in these Articles, the Company shall at all times whilst its Securities maintain quotation on the Official List, comply in every respect with Section 3 of the Listing Rules including the timely provision of answers and explanations to the Exchange.

39. DISCOVERY

No member shall be entitled to require discovery of any information respecting any detail of the Company's trading or any matter which is or may be in the nature of a trade secret, or a secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of members of the Company to communicate to the public.

40. INDEMNITY

40.1 General Indemnity

Subject to Section 241, every Director, Auditor, Secretary and other officer or agent of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any civil or criminal proceedings relating to the affairs of the Company in which judgment is given in his favour or he is acquitted or relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust or incurred by him in applying successfully for such relief.

40.2 Indemnity Insurance

Subject to Section 241A, every Director, Auditor, Secretary and other officer or agent of the Company shall be able to receive contribution from the Company in and towards payment of the premium in respect of a contract of insurance against any liability incurred by him in defending any civil or criminal proceedings relating to the affairs of the Company in which judgment is given in his favour or he is acquitted or relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust or incurred by him in applying successfully for such relief.

These Articles were amended by the Company pursuant to a Special Resolution of Shareholders in General Meeting held on the 26th day of November 2010.

CORPORATIONS LAW

A Company Limited By Shares

ARTICLES OF ASSOCIATION

EVZ LIMITED A.C.N. 010 550 357

AI assistant

EVZ LIMITED — Governance Information 2010

64889_rns_2010-11-28_5e95a598-9d17-4b9a-814e-6551ae960907.pdf

EVZ LIMITED

Amended Constitution

About EVZ Limited (ASX code: EVZ)

CORPORATIONS LAW A COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

EVZ LIMITED A.C.N. 010 550 357

40. INDEMNITY

CORPORATIONS LAW COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of

EVZ LIMITED A.C.N. 010 550 357

1. TABLE A AND INTERPRETATION

1.1 Definitions

1.2 Headings

1.3 Gender

1.4 Corporations Law Definitions

1.5 Table A

1.6 Listing Rule Requirements

2. SHARE CAPITAL AND VARIATION OF RIGHTS

2.1 [Deleted]

2.2 Issue of Shares

2.3 Restriction on Issue of more than 50

2.4 Restriction on Issue to Directors

2.5 Preference Shares

2.6 Commission and Interest

2.7 Joint shareholdings

2.8 Equitable Interest in Shares

2.9 Shares under Trust

2.10 Notices to Joint Shareholders

3. CERTIFICATES

3.1 Fees

3.2 Formal Requirements

3.3 Allotment and Service

3.4 Certificate to Accompany Transfer

3.5 Balance Certificate

3.6 Worn or Defaced Certificates

3.7 Lost or Destroyed Certificates

3.8 Fee for Replacement Certificates

3.9 Joint Shareholders

3.10 FAST, CHESS or other Transfer Systems

4. CALLS

4.1 Time of Call

4.2 Joint Shareholder

4.3 Notice of call

4.4 Interest on Calls

4.5 Subsequent Calls

4.6 Non-receipt of Notice

4.7 Differentiation between Shareholders

4.8 Payment in Advance of Calls

4.9 Action by Company against Member

5. LIEN ON SHARES

5.1 General

5.2 Further Lien

5.3 Discharge of Lien

5.4 Sale of Shares

5.5 Proceeds of Sale

5.6 Sale of Share Procedure

6. FORFEITURE AND SURRENDER OF SHARES

6.1 Failure to Pay Calls

6.2 Content of Notice

6.3 Forfeiture

6.4 Sale of Forfeited Shares

6.5 Restrictions on Sale

6.6

Sale to Directors

6.7

Continuing Liability

6.8 Surrender of Shares

6.9 Certificate on Sale of Shares

7. TRANSFER OF SHARES

7.1 CHESS Transfer

7.2 Transfer of Shares

7.3 Transferor Remain Holder

7.4 FAST System

7.5 Registration of Transfers

7.6 Directors to Register Transfer in Acceptable Form

EVZ LIMITED Governance Information 2010