First Graphene Ltd. — AGM Information 2005

Nov 2, 2005

TOLHURST NOALL GROUP LIMITED

ABN 50 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

incorporating

EXPLANATORY MEMORANDUM

and

PROXY FORM

Date of meeting: 24 November 2005

Time of meeting: 3:00 pm

Place of meeting: Boardroom Tolhurst Noall Group Limited Level 29 35 Collins Street Melbourne VIC 3000

TOLHURST NOALL GROUP LIMITED

ABN 50 007 870 760

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of shareholders of Tolhurst Noall Group Limited ("Company") will be held in the Boardroom, Level 29, 35 Collins Street, Melbourne VIC 3000, at 3:00 pm (Melbourne time) on 24 November 2005.

The Proxy Form accompanying this Notice of Annual General Meeting is incorporated in and comprises part of this Notice of Annual General Meeting.

ORDINARY BUSINESS

Annual Financial Report

To receive the Annual Financial Report of the Company for the year ended 30 June 2005, together with the Directors' Report and Declaration in relation to that financial year and the Auditors' Report on those financial statements.

Resolution 1 - Remuneration Report for the Financial Year ended 30 June 2005

To adopt the Remuneration Report for the year ended 30 June 2005.

Note: The vote on resolution 1 is advisory only and does not bind the Directors or the Company.

Resolution 2 - Election of Mr Andrew McDouall

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That Mr Andrew McDouall, who retires in accordance with Rule 58.2 of the Company's Constitution, being eligible for election, be elected as a director."

Resolution 3 - Election of Mr David Browne

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That Mr David Browne, who was appointed as an additional director and who retires in accordance with Rule 47 of the Company's Constitution, being eligible for election, be elected as a director."

Resolution 4 - Election of Mr Peter Reilly

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That Mr Peter Reilly, who was appointed as an additional director and who retires in accordance with Rule 47 of the Company's Constitution, being eligible for election, be elected as a director."

Resolution 5 - Election of Mr Matthew Wigzell

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That Mr Matthew Wigzell, who was appointed as an additional director and who retires in accordance with Rule 47 of the Company's Constitution, being eligible for election, be elected as a director."

Resolution 6 - Approval of issues under Employee Option Plan

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That, pursuant to exception 9 of ASX Listing Rule 7.2, the issue of securities under the Tolhurst Noall Group Limited Employee Option Plan as a an exception to ASX Listing Rule 7.1, be approved."

Resolution 7 - Confirmation of issue of Shares

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That, in accordance with ASX Listing Rule 7.4, the issue by the Company of 4,829,165 ordinary shares in lieu of subordinated debt and unsecured loans at an issue price of \$0.24, be approved."

Resolution 8 - Confirmation/Approval of issues of shares

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That, in accordance with ASX Listing Rules 7.1 and 7.4, the issue by the Company of 1,274,397 ordinary shares to Andrew Hayes, Betteridge Investments Pty Limited and RKF Investments Pty Ltd to acquire a 40% interest in Financial Planning Services (QLD) Pty Ltd at \$0.25, be approved."

Resolution 9 - Approval of issue of Shares

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That, in accordance with ASX Listing Rule 7.1, the issue by the Company of the number of ordinary shares calculated in accordance with the formula set out in section 9 of the Explanatory Memorandum to Betteridge Investments Pty Limited and RKF Investments Pty Ltd to acquire the remaining 60% interest in Financial Planning Services (QLD) Pty Ltd, be approved."

Resolution 10 - Approval of issue to Mr Wigzell

To consider and, if thought fit, to pass the following, as an ordinary resolution:

"That, in connection with the conversion of unsecured loans to equity with respect to Mr Matthew Wigzell and for the purposes of ASX Listing Rule 10.11, approval be given for the issue of 291,667 ordinary shares in the Company in consideration of the outstanding indebtedness of the Company to Mr Matthew Wigzell of \$70,000 representing a conversion of his current unsecured debt to equity at an issue price of \$0.24 per ordinary share in the Company."

SPECIAL BUSINESS

Special Resolution 1 - New Constitution

To consider and, if thought fit, to pass the following, as a special resolution:

"That the Constitution tabled at this meeting and signed by the Chairman be adopted as the new Constitution of the Company in place, and to the exclusion, of the existing Constitution of the Company, which Constitution is hereby repealed.".

Other Business

To consider any other business that may lawfully be brought forward.

BY ORDER OF THE BOARD

David Fotheringham

Company Secretary Dated: 24 November 2005

PROXIES

Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the shareholder's votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at or sent by facsimile transmission to the registered office of the Company Level 29, 35 Collins Street Melbourne VIC 3000 or facsimile number (+61 3) 9242 4040), at least 48 hours prior to the meeting or adjourned meeting, as the case may be, at which the proxy named in the proxy form proposes to vote.

A proxy must be signed by the shareholder or the shareholder's attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act. The proxy may, but need not, be a shareholder of the Company.

A body corporate may appoint an individual as a representative to exercise all or any of the powers the body corporate may exercise at meetings of the Company's shareholders or in the capacity of the shareholder's proxy. The appointment may be a standing one. Unless otherwise specified in the appointment, the representative may exercise, on that body corporate's behalf, all of the powers that the body could exercise at a meeting or in voting on a resolution.

VOTING ENTITLEMENT

For the purposes of determining entitlement to vote at the meeting, the Company's shares will be taken to be held by the people registered as holders at 7:00 pm (Melbourne time) on 22 November 2005. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Tolhurst Noall Group Limited

ACN 075 174 855

PROXY FORM

The Company Secretary Tolhurst Noall Group Limited Level 29, 35 Collins Street MELBOURNE VIC 3000

Facsimile: +61 3 9242 4040

I/We____________________________________

of the contract of the contract of the contract of the contract of the contract of the contract of the contract of

being a member/(s) of Tolhurst Noall Group Limited (the "Company").

of ____________________________________

hereby appoint	________
of	________
or in his/her absence

or, in the absence of those persons if no person is nominated, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held in the Boardroom, Level 29, 35 Collins Street Melbourne VIC 3000 on 24 November 2005 and at any adjournment of that meeting.

If you wish to indicate how your proxy is to vote, please tick the appropriate boxes below.

The Chairman will vote in favour of all resolutions if no directions are given.

In relation to resolution 6, if the Chairman is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of that resolution please place a mark in the box next to the statement "If you do not wish to direct your proxy how to vote, please place a mark in this box".

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the Chairman for this resolution other than as a proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

		FOR	AGAINST ABSTAIN
	ORDINARY BUSINESS
1.	Remuneration Report Year Ended 30 June 2005
2.	Election of Mr McDouall
3.	Election of Mr Browne
4.	Election of Mr Reilly
5.	Election of Mr Wigzell
6.	Employee Option Plan
OR
7.	If you do not wish to direct your proxy how to vote, please place a mark in this box Confirmation of issue of shares

I/we direct my/our proxy to vote as indicated below:

8.	Confirmation/Approval of issues of shares
9.	Approval of issues of shares		—	ţI
10.	Issue to Mr Wigzell		T.
1.	SPECIAL BUSINESS New Constitution
SIGNED by:	As witness my/our hand/s this If a natural person:	day of			2005
Signature		Signature (if joint holder)

If a company:

Executed by in accordance with section 127 of the Corporations Act 2001:

Signature of Director	Signature of Director/Secretary
Name of director (BLOCK LETTERS)	Name of director/secretary (BLOCK LETTERS)
If by power of attorney:
SIGNED for and on behalf of bγ under a Power of Attorney dated and who declares that he/she has not received any revocation of such Power of Attorney in the presence of :
Signature of Attorney	Signature of Witness

Notes:

Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint a proxy. The proxy may be an individual or a body corporate.

A shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the shareholder's votes such proxy may exercise, each proxy may exercise half of the votes disregarding fractions.

For an appointment of proxy to be valid, the form appointing the proxy and, if the form is signed under a power of attorney or other authority, the authority under which the form is signed (or a certified copy of the authority) must be received at or sent by facsimile transmission to the registered office of the Company Level 29, 35 Collins Street Melbourne VIC 3000 or facsimile number (+61 3) 9242 4040), at least 48 hours prior to the meeting or adjourned meeting, as the case may be, at which the proxy named in the proxy form proposes to vote.

A proxy must be signed by the shareholder or the shareholder's attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act. The proxy may, but need not, be a shareholder of the Company.

TOLHURST NOALL GROUP LIMITED

ACN 075 174 855

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of shareholders in Tolhurst Noall Group Limited (Company) in connection with the business to be considered at the Annual General Meeting of shareholders to be held in the Boardroom, Level 29, 35 Collins Street, Melbourne VIC 3000 on 24 November 2005 at 3:00 pm (Melbourne time).

The Explanatory Memorandum should be read in conjunction with the accompanying I Notice of Annual General Meeting.

Full details of the business to be considered at this Annual General Meeting are set out below.

ANNUAL FINANCIAL REPORT

The first item of the Notice of Annual General Meeting deals with the presentation of the Company's Annual Financial Report for the year ended 30 June 2005. Shareholders should consider this document and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

RESOLUTION 1. REMUNERATION REPORT FOR THE YEAR ENDED 30 JUNE 2005

During this item of business, shareholders at the meeting may comment on and ask questions about the Remuneration Report that appears in the Tolhurst Noall Group Limited Annual Report 2005.

Section 300A of the Corporations Act requires the Directors' Report must contain a remuneration report containing information about the Board's policy for determining the nature and amount of the remuneration of directors and senior management. The report must also explain the relationship between the remuneration policy and the Company's performance.

The Corporations Act (section $250R(2)$ and section $250R(3)$ ) provides that the vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company.

RESOLUTION 2. ELECTION OF NON - EXECUTIVE DIRECTOR MR MCDOUALL

It is a requirement under Rule 58.2 of the Company's Constitution that one third of the directors must retire from office and that Mr McDouall as the only director elected and standing since the Company's last AGM accordingly stands down and subsequently offers himself for election. The remaining directors (other than Mr McDouall) recommend to shareholders that Mr McDouall be elected.

RESOLUTION 3. ELECTION OF EXECUTIVE CHAIRMAN AND DIRECTOR MR BROWNE

It is a requirement under Rule 47 of the Company's Constitution that Mr Browne, having been appointed as an additional director during the year retire at the next annual general meeting following his appointment. Mr Browne offers himself for election. The remaining directors (other than Mr Browne) recommend to shareholders that Mr Browne be elected.

RESOLUTION 4. ELECTION OF NON - EXECUTIVE DIRECTOR MR REILLY

It is a requirement under Rule 47 of the Company's Constitution that Mr Reilly, having been appointed as an additional director during the year retire at the next annual general meeting following his appointment. Mr Reilly offers himself for election. The remaining directors (other than Mr Reilly) recommend to shareholders that Mr Reilly be elected.

RESOLUTION 5. ELECTION OF DIRECTOR MR WIGZELL

It is a requirement under Rule 47 of the Company's Constitution that Mr Wigzell, having been appointed as an additional director during the year retire at the next annual general meeting following his appointment. Mr Wigzell offers himself for election. The remaining directors (other than Mr Wigzell) recommend to shareholders that Mr Wigzell be elected.

RESOLUTION 6. EMPLOYEE OPTION PLAN

The Company proposes to establish the Tolhurst Noall Group Limited Employee Option Plan (Plan) which will reward both Directors and employees having regard to their contribution to the profitability and performance of the Company. To the extent that Directors or related parties of the Company participate in the Plan, it is a requirement that shareholders approve any allotment of options pursuant to the Plan. In all other respects, the allocation of options to employees of the Company shall be determined in the sole and absolute discretion by the Board. Terms and conditions of the Plan are attached but may be summarised as follows:

• The options will be unlisted.
• The options shall be required to be exercised within 2 years of vesting.
• The proposed exercise price of the options is at the sole discretion of the Directors.
• Options will vest over a two-year period subject to specific performance hurdles, as determined by the Directors.
• $\frac{1}{3}$ of options granted shall vest at the date of granting, $\frac{1}{3}$ , twelve (12) months later and the remaining $\frac{1}{3}$ , twenty four (24) months later.
• The Directors shall determine in its absolute discretion the performance hurdles for the Plan.
• For the purposes of definition of the specific performance hurdle of Earnings Before Interest, Tax, Depreciation and Amortisation ("EBITDA") will be calculated by the auditors of the Company in each financial year.
• In the event of termination, employee options which have not vested shall be forfeited and options which have vested must be exercised within three (3) months (other than in the case of termination due to death, disability or redundancy in which circumstance the options must be exercised within twelve (12) months of termination including those which vest during that period).

A copy of the Plan accompanies this Notice of Annual General Meeting.

No options have been issued under the Plan to date. If shareholders approve the issue of options under the Plan as an exception to ASX Listing Rule 7.1, the 15% limit on shares and other securities which can be issued without shareholder approval under ASX Listing Rule 7.1 will not apply to issues under the Plan for the next 3 years.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 6 by any Director of the Company or their associates.

However, the Company need not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 7. CONFIRMATION OF ISSUE OF SHARES

This resolution is required under ASX Listing Rule 7.4 for the ratification of the issue of 4,829,165 shares in the Company in lieu of subordinated debt and unsecured loans at an issue price of \$0.24. ASX Listing Rule 7.1 requires shareholder approval for the issue of securities of greater that 15% of the Company's capital in any 12 month period. Under ASX Listing Rule 7.4, an issue of securities made without shareholder approval under Listing Rule 7.1 is treated as having been made with shareholder approval if the issuer did not breach Listing Rule 7.1 and the ordinary shareholders subsequently approve the issue.

Although shareholder approval was not required for the issue of 4,829,165 shares, subsequent approval of the issue will enable the Company to issue further capital (up to 15% of the total issued capital) to capitalise on expansion and acquisitions opportunities should they arise.

ASX Listing Rule 7.5 also requires other information to accompany the Notice of Meeting. This information is set out below:

• $(1)$ The number of securities allotted was 4,829,165 Ordinary Shares;
• $(2)$ The issue price was \$0.24;
• $(3)$ The shares were issued fully paid;
• $(4)$ The shares were allotted to the following persons:

UNSECURED LOANS	Number of Ordinary Shares
Dorcan Pty Ltd	270,833
Loquela Pty Ltd	475,000
Taminich Securities Ltd	150,000
Mrs Jennifer Kay Dunn	125,000
Georgina L Leigh	208,333

T Edwards	520,833
R McKimm	416,667
Katarina Corp Pty Ltd	58.333

SUBORDINATED DEBT
lan Johnson	254,828
The Beautiful Dahlia Pty Ltd	335,300
FS&R (Vic) Pty Ltd	60,354
Loquela Pty Ltd	287,017
T Edwards	625,000
R McKimm	1,041,667

and

$(5)$ The shares were issued in lieu of subordinated debt and unsecured loans.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 7 by any of the above named persons who were issued any of the 4,829,165 Ordinary Shares in the Company or any associate of those persons.

However, the Company need not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ . directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 8. CONFIRMATION/APPROVAL OF ISSUES OF SHARES

In October 2005 Tolhurst Noall Limited (TNL), a wholly owned subsidiary of the Company, proposed to enter into an agreement for the acquisition of all of the shares in Financial Planning Services (Qld) Pty Ltd (FPSQ). The acquisition will significantly enhance the Company's ability to service its clients in South East Queensland.

The acquisition of FPSQ will take place in 2 stages.

In stage 1 of the acquisition, which is due for completion in early November 2005 and, in any event, will be completed no later than 31 December 2005, TNL will acquire 40% of the shares in FPSQ. The stage 1 vendors are Andrew Hayes, Betteridge Investments Pty Limited and RKF Investments Pty Ltd. The consideration for the stage 1 acquisition is based on a valuation 3.5 times trail income (annuity commission income) plus 1.25 x consultancy

income effective as at 31 August 2005 and will be paid in a mixture of cash and shares. The share component will comprise a total of 1,274,397 Ordinary Shares at a price of \$0.25 per share.

If stage 1 completion has not occurred by the time of the Meeting, approval will be sought under ASX Listing Rule 7.1 which requires shareholder approval for the issue of securities of greater that 15% of the Company's capital in any 12 month period.

If stage 1 completion has occurred by the time of the Meeting, approval will be sought under ASX Listing Rule 7.4. As previously stated, ASX Listing Rule 7.1 requires shareholder approval for the issue of securities of greater that 15% of the Company's capital in any 12 month period. Under ASX Listing Rule 7.4, an issue of securities made without shareholder approval under Listing Rule 7.1 is treated as having been made with shareholder approval if the issue did not breach Listing Rule 7.1 and the ordinary shareholders subsequently approve the issue.

Although shareholder approval is not required for the issue of the stage 1 shares, approval of the issue will enable the Company to issue further capital (up to 15% of the total issued capital) to capitalise on expansion and acquisitions opportunities should they arise in the next 12 months.

Where approval is sought under ASX Listing Rule 7.4, ASX Listing Rule 7.5 also requires other information to accompany the Notice of Meeting. This information is set out below:

• $(1)$ The number of securities allotted/to be allotted is 1,274,397 Ordinary Shares;
• $(2)$ The issue price was \$0.25;
• The shares were issued/will be issued fully paid; $(3)$
• $(4)$ The shares were issued/will be issued to Andrew Hayes, Betteridge Investments Pty Limited and RKF Investments Pty Ltd; and
• $(5)$ The shares were issued/will be issued to acquire a 40% interest in Financial Planning Services (QLD) Pty Ltd.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 8 by Andrew Hayes, Betteridge Investments Pty Limited and RKF Investments Pty Ltd and any other persons who may obtain a benefit (except a benefit solely in the capacity of a shareholder of ordinary securities, if the resolution is passed) or any associate of those persons.

However, the Company need not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ . directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in $\bullet$ . accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 9. APPROVAL OF ISSUES OF SHARES

As previously mentioned, in October Tolhurst Noall Limited (TNL), a wholly owned subsidiary of the Company, proposed to enter into an agreement for the acquisition of all of the shares in Financial Planning Services (Qld) Pty Ltd (FPSQ). The acquisition will significantly enhance the Company's ability to service its clients in South East Queensland.

Stage 2 of the acquisition is for the remaining 60% of the shares in FPSQ and is due to complete at a time nominated by TNL no later that 31 May 2008. The stage 2 vendors will be Betteridge Investments Pty Limited and RKF Investments Pty Ltd. The consideration for the stage 2 acquisition will be satisfied entirely by the issue of Ordinary Shares at a price equal to the weighted average trading price in the 4 weeks prior to the stage 2 completion The acquisition price will be 2.5 times annualised trail income and 1.25 times date. annualised consultancy income (a lower multiple than the stage 1 consideration).

TNL will not be obliged to complete stage 2 of the acquisition unless on 31 May 2008 the annualised trail income is greater than the annualised trail income as at 31 August 2005.

The stage 2 vendors have a put option to bring stage 2 completion forward if a takeover bid is made for the Company.

Resolution 9 is to approve this issue for the purposes of ASX Listing Rule 7.1 which requires shareholder approval for the issue of securities of greater that 15% of the Company's capital in any 12 month period.

Although shareholder approval is not necessarily required for the issue of the stage 2 shares, approval of the issue will enable the Company to issue further capital (up to 15% of the total issued capital) to capitalise on expansion and acquisitions opportunities should they arise in the next 12 months following the issue.

While an approval under ASX Listing Rule 7.1 would require the shares concerned to be issued within 3 months of the relevant general meeting, the Company has obtained an appropriate waiver from ASX from that requirement.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 9 by Betteridge Investments Pty Limited and RKF Investments Pty Ltd and any other persons who may obtain a benefit (except a benefit solely in the capacity of a shareholder of ordinary securities, if the resolution is passed) or any associates of those persons..

However, the Company need not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ .
  
  : directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, in $\bullet$ accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 10, APPROVAL OF ISSUE TO MR WIGZELL

A listed public company may only issue equity securities to a related party (which includes a director) if the approval of shareholders is obtained. Shareholders are required to approve the offer by which Mr Wigzell converts his current outstanding unsecured loan of \$70,000 to shares in the Company at a conversion price of \$0.24 per share. Such approval is required pursuant to ASX Listing Rule 10.11. If approval is given under that ASX Listing Rule 10.11. approval is not required under ASX Listing Rule 7.1.

The shares will be issued no later than 1 month after the Annual General Meeting.

Voting Exclusion Statement

In accordance with the ASX Listing Rules, the Company will disregard any votes cast on resolution 10 by Mr Wigzell or any associate of Mr Wigzell.

However, the Company need not disregard a vote if it is cast by:

• a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• the person chairing the meeting as proxy for a person who is entitled to vote, $\bullet$ . in accordance with a direction on the proxy form to vote as the proxy decides.

SPECIAL RESOLUTION 1. ADOPTION OF NEW CONSTITUTION

The Company seeks to adopt the accompanying Constitution which incorporates changes to the ASX Listing Rules and the Corporations Act and associated regulations. In particular, the current Constitution refers to the previous Corporations Law and the previous SCH Business Rules and accordingly needs updating.

In addition to the above changes, the new Constitution has removed Rule 86 dealing with partial takeover bids and included a Rule which gives the ASX Listing Rules paramountcy in the event of an inconsistency between the ASX Listing Rules and the Constitution.

The amendments to the current Constitution have been marked-up in the attached Constitution so that shareholders can easily identify the amendments.

As a result of the adoption of the attached new Constitution, the existing Constitution shall be repealed.

Pursuant to section 136(2) of the Corporations Act, any change in the Company's Constitution shall be by special resolution. Further, the Company must lodge with ASIC a copy of the special resolution adopting its new Constitution and repealing its old Constitution within fourteen (14) days after the special resolution is passed.

For the purposes of this special resolution, it shall be passed in the event that at least 75% of the votes cast by members entitled to vote on the resolution vote in favour of the resolution.

GLOSSARY OF TERMS

"Annual General Meeting" or "Meeting" means the Annual General Meeting of shareholders of the Company to be held in the Boardroom, Level 29, 35 Collins Street, Melbourne Victoria on 24 November 2005 at 3:00 pm (Melbourne time) or any adjournment thereof.

"ASIC" means the Australian Securities & Investments Commission.

"ASX" means Australian Stock Exchange Limited.

"ASX Listing Rules" means the official listing rules of ASX.

"Corporations Act" means the Corporations Act 2001.

"Company" means Tolhurst Noall Group Limited.

"Director" means a director of the Company.

"Directors" means the board of directors of the Company as constituted from time to time.

"Explanatory Memorandum" means this explanatory memorandum.

"Notice of Annual General Meeting" means the Notice of Annual General Meeting, which accompanies the Explanatory Memorandum.

"Ordinary Share" means an ordinary share in the Company.

TOLHURST NOALL GROUP LIMITED (ABN 50 007 870 760)

EMPLOYEE OPTION PLAN

INDEX

1.0	Purpose
2.0	Definitions
3.0	Administration
	3.1 The Plan shall be administered by the Board
	3.2 Authority to make rules and interpret the Plan
4.0	Awards
	4.1 Form of Awards
	4.2 Number of Options awarded
	4.3 Option Exercise Price
5.0	Issue of Invitations
6.0	Applications
7.0	Grant of Options
8.0	Exercise of Options
9.0	Notice of Exercise
	9.1 Issue of certificates
	9.2 Allotment of shares
	9.3 Official quotation
	9.4 New issues
	9.5 Bonus issues
	9.6 Reconstruction of capital
	9.7 Advice
10.0	Forfeiture and realization
	10.1 Forfeiture
11.0	Amendment and termination
12.0	Miscellaneous
	12.1 No effect upon Benefits
	12.2 No right to Continued Employment
	12.3 Non Transferability
	12.4 No Rights as Shareholder
	12.5 Withholding
	12.6 Tax Liability
	12.7 Governing Law
	12.8 Notices
	12.9 Grievance Procedures
	12.10 Arbitration

$1.0$ Purpose

• $1.1$ The purpose of this Employee Option Plan is to provide a means by which employees of the Company upon whom the responsibilities for the successful growth of the Company rest, can share in such growth, thereby strengthening their commitment to the Board.
• $1.2$ The allocation of Options pursuant to this Plan is contingent on Participants meeting prescribed goals as determined by the Board.
• $1.3$ This Plan offers Participants the opportunity to acquire Ordinary Shares in the Company subject to the terms and conditions of the Plan
• This Plan shall be effective from the date shareholders of the $1.4$ Company approve issues under the Plan as an exception to Listing Rule 7.1.

Definitions $2.0$

For the purposes of the Plan, the following definitions shall apply:

"Act" means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997 (as amended) (as the case requires).

"ASX" means Australian Stock Exchange Limited.

"Award" means a grant of one or more Options under the Plan.

"Board" means the Board of Directors of the Company or its duly appointed nominee.

"Change of Control Event" means a person, or a group of associated persons, becoming entitled to sufficient shares in the Company to give that person or persons the ability, in general meeting, to replace all or a majority of the Board.

"Company" means Tolhurst Noall Group Limited (ABN 50 007 870 760) and, unless the context requires otherwise, includes TNL and any other subsidiaries of Tolhurst Noall Group Limited.

"Designated Beneficiary" means either the person designated in writing by a Participant as the recipient of any payment due under the Plan upon the Participant's death or, in the absence of an effective designation, the Participant's estate.

"Director" means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director.

"Disability" means the complete and permanent inability of a Participant by reason of illness or accident to engage in the principal duties of his/her employment as determined by the Board.

"EBITDA" means earnings before interest, tax, depreciation and amortisation as determined by the auditors for the Company.

"Eligible Employee" means any Employee (including Directors) of the Company who, in the opinion of the Board, will be substantially responsible for the continued growth and prosperity of the Company.

"Eligible Person" means:

• an Eligible Employee; $(a)$
• $(b)$ the spouse of an Eligible Employee;

a body corporate in which an Eligible Employee holds and $(c)$ beneficially owns not less than 50% of the issued voting share capital:

the trustee of a trust in which an Eligible Employee is a $(d)$ beneficiary or object; or

the trustee of a superannuation fund of which an Eligible $(e)$ Employee is a member.

"Employee" means an employee, Retail Broker, Institutional Dealer or Director of the Company and includes an independent contractor or a person providing services to the Company through an interposed corporate entity.

"Exercise Price" means the price at which vested Options may be converted into Ordinary Shares as stated in clause 4.3.

"Financial Year" means the period 1 July to 30 June of each year for the period that this Plan is operative.

"Grant Date" means in relation to an Option, the date on which the Board resolves to grant the Option.

"Institutional Dealer" means such person as the Company defines in its absolute discretion as being an institutional dealer.

"Listing Rules" means the official listing rules of ASX.

"Managing Director" means the Managing Director of the Company from time to time or nominee appointed by the Board.

"Nett Contribution Amount" means the Participants net contribution to the TNL EBITDA which is calculated as the net of the gross commission earned by the Participant less the Participant share of gross commission and the Overhead Allowance.

"Offer Period" in relation to a takeover bid in respect of shares in the Company, means the period referred to in the definition of that expression in section 624 of the Corporations Act, provided that where a takeover is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover, the Offer Period shall be deemed to have commenced at the time of that announcement.

"Option" means an option issued pursuant to this Plan by the Company to acquire one Ordinary Share in the Company.

"Ordinary Shares" means the ordinary shares in the capital of the Company.

"Overhead Allowance" means the Boards estimate in its absolute discretion of costs incurred by the Company on behalf of the Participant in undertaking the role of a Retail Broker or Institutional Broker.

"Participant" means an Eligible Person or such other person who has been granted an Award under the Plan.

"Plan" means the Tolhurst Noall Group Limited Employee Option Plan. as herein written and as may be amended from time to time.

"Redundancy" means a bonafide redundancy as defined by the Act.

"Retail Broker" means such person as the Company defines in its absolute discretion as being a retail broker.

"Shareholders" means the holders of Ordinary Shares in the Company.

"TNL" means Tolhurst Noall Limited (ABN 52 003 237 536)

"Vesting Date" means the date on which the Participant is entitled to exercise Options and acquire Ordinary Shares under the Plan.

Administration $3.0$

$3.1$ The Plan shall be administered by the Board

The Board shall have exclusive power to select Participants to receive Awards and determine the amount of the Award and the time or times, and the conditions, subject to which, any Awards may be granted and to notify Participants accordingly. The Board may exercise their powers in relation to making Awards on any number of occasions.

$3.2$ Authority to make rules and interpret the Plan

The Board shall have the exclusive authority to establish, adopt and revise rules and regulations relating to the Plan and to make all determinations relating to the Plan as it, in its sole discretion, may deem necessary or advisable. If the Company is at anytime listed on ASX then for so long as the Company remains on the official list of ASX any alterations, revisions, deletions or additions to the Plan have no effect unless the relevant requirements of the Listing Rules have been complied with. The Board's interpretation of the Plan or of any Awards granted pursuant thereto and all decisions and determinations with respect thereto shall be final, binding and conclusive on all Eligible Employees, Participants and other interested parties.

4.0 Awards

$4.1$ Form of Awards

Awards under the Plan shall be in the form of Options which shall be granted to such Participants as determined by the Board from time to time. The granting of Options under the Plan shall not entitle any Participant to any dividend or voting rights or any other rights held by a Shareholder until exercise of the Options.

$4.2$ Number of Options awarded

The amount of each Award under the Plan shall be determined by the Board having regard to the contribution of the Participant over the Financial Year in the growth and profitability of the Company.

Option Exercise Price 4.3

Options granted under the Plan will be granted free of charge. Each Option will upon exercise entitle the Participant to receive one Ordinary Share. The Exercise Price of each Option and any conditions attaching to that Option will be determined by the Board, in its sole discretion, at the time the Board resolves to grant the Options to the Participant.

$5.0$ Issue of Invitations

• $5.1$ Subject to this Plan and, if the Company has been admitted to and remains on the official list of ASX, the Listing Rules, the Company (acting through the Board) may, at such times as the Board considers appropriate, issue invitations (in such form as the Board decides from time to time) to Eligible Employees, or any one or more of them, inviting applications for a grant of Options up to the number specified in the invitation ("Specified Options") and specifying an acceptance period.
• $5.2$ The number of Specified Options will be determined by the Board in its absolute discretion.

$6.0$ Applications

• Following receipt of an invitation, the Eligible Employee or an Eligible $6.1$ Person in respect of that Eligible Employee ("applicant") may apply for the Specified Options.
• $6.2$ The applicant may apply for the full number of Specified Options or part of them (but only in multiples of 1,000 Options) by sending to the Secretary of the Company an application (in the form attached to the invitation) duly signed and completed.
• $6.3$ The application must be received by the Company within the acceptance period specified in the invitation.
• 6.4 The Board is entitled to receive from the applicant any information that the Board considers necessary concerning the applicant and the

applicant's entitlement to lodge an application, and may reject any application.

$7.0$ Grant of Options

• $7.1$ Upon acceptance of a duly signed and completed application for Specified Options, the Company may grant the Options applied for to the applicant (such person then being known as the "Participant"). The Company will issue an Option Certificate to each Participant in respect of Options granted to them.
• $7.2$ Unless otherwise determined by the Board when it resolves to grant the Option, each Option is granted on the terms as outlined in clause $8.0.$

$8.0$ Exercise of Options

• $8.1$ Options issued pursuant to this Plan may be exercised at any time within two (2) years of the Vesting Date. Any Options not exercised within those exercise periods shall lapse and be forfeited.
• $8.2$ Subject to meeting pre-existing conditions, the Vesting Date for Options issued under the Plan shall be:
• $(i)$ 2 years after the Grant Date in respect of $33¹/₃$ % of the Options aranted:
• $(ii)$ 1 year after the Grant Date in respect of $33^{1/3}$ % of the Options granted; and
• $(iii)$ as at the Grant Date in respect of the remaining $33¹/₃$ % of the Options granted.
• 8.3 Notwithstanding clauses 8.1 and 8.2 above, all Options may be exercised:
• $(i)$ during an Offer Period;
• at any time after a Change of Control Event has occurred; or $(ii)$
• $(iii)$ at any time after the announcement of a proposed capital reconstruction referred to in clause 9.6.
• $8.4$ If, in the opinion of the Board, an Eligible Employee acts fraudulently or dishonestly or is in breach of his or her obligations to the Company, then the Board may deem any unexercised Options of the Eligible Employee (or the Eligible Person in respect of the Eligible Employee) to have lapsed and be forfeited.

$9.0$ Notice of Exercise

Options may only be exercised by notice in writing to the Company delivered to the registered office of the Company. The notice must specify the number of Options being exercised and must be accompanied by:

• the Exercise Price for the number of Options specified in the notice; $(i)$ and
• the Certificate for those Options, for cancellation by the Company. $(ii)$

The notice only becomes effective when the Company has received the full amount of the Exercise Price for the number of Options specified in the notice in cleared funds and any pre-existing conditions in respect to those Options have been met.

$9.1$ Issue of certificates

Subject to clause 8.4, within 10 Business Days of the notice referred to in clause 9.0 above becoming effective, the Board must:

• $(i)$ allot and issue the number of shares specified in the notice to the Participant;
• cancel the Certificate for the Options being exercised; and $(ii)$
• if applicable, issue a new Certificate for any remaining Options $(iii)$ covered by the Certificate accompanying the notice.

$9.2$ Allotment of shares

All shares allotted upon the exercise of Options rank pari passu in all respects with other fully paid ordinary shares in the Company, and, in particular, entitle their holders to participate fully in:

• $(i)$ dividends declared by the Company; and
• $(ii)$ all issues of securities offered to holders of ordinary shares;

where entitlements to participate in those dividends or issues are determined byreference to a record date on or after the date of allotment of shares allotted upon the exercise of Options.

$9.3$ Official quotation

If the Company's ordinary shares are officially quoted by ASX, the Company must apply for official quotation by ASX of all shares allotted pursuant to the exercise of Options not later than 10 Business Days after the date of allotment.

$9.4$ New issues

The Options do not confer any participating rights or entitlements and Participants are not entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the Options. However, the Company must ensure that, for the purposes of determining entitlements to any such issue, the record date is at least 6 Business Days after the issue is announced. This will give each Participant the opportunity to exercise any Option which the Participant is entitled to exercise pursuant to these Rules before the date for determining entitlements to participate in that issue.

$9.5$ Bonus issues

If from time to time prior to the expiry of any Options, the Company makes an issue of any class of shares to the holders of ordinary shares in the Company on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) (a "bonus issue") then upon exercise of an Option, each Participant is entitled to have issued (in addition to the shares which would otherwise be issued upon such exercise) the number of shares of the class which would have been issued to the Participant under the bonus issue ("bonus shares") if on the date on which entitlements to participate in the bonus issue were calculated the Participant had been registered as the holder of the number of shares of which the Participant would have been registered as holder if immediately prior to that date the Option had been exercised and the shares the subject of such exercise had been duly allotted and issued. The bonus shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other shares of that class on issue at the date of issue of the bonus shares.

$9.6$ Reconstruction of capital

In the event that, prior to the expiry of any Options, there is a reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of the Company, then the number of Options to which each Participant is entitled or the Exercise Price or both will be reconstructed in the manner required by the Listing Rules regardless of whether or not the Company is then bound by the Listing Rules.

9.7 Advice

The Company must give notice to each Participant of any adjustment to the number of shares for which the Participant is entitled to subscribe or to the Exercise Price pursuant to the provisions of clauses 9.5 or 9.6 above.

$10.0$ Forfeiture and realization

$10.1$ Forfeiture

A Participant shall forfeit his/her unvested entitlement to Options and shall be required to exercise Options that have vested within three (3) months of termination, in the event his/her employment with the Company is terminated for any reason other than death, Disability or Redundancy.

In the event that a Participant's employment with the Company terminates due to death, Disability or Redundancy, any of his/her Options that have vested or vest during this period may be exercised at any time prior to the first anniversary date of such termination, or such other period as determined by the Board in its absolute discretion and any Options that have not vested or been exercised by that date shall be forfeited.

$11.0$ Amendment and termination

The Board may terminate, modify or amend the Plan as it shall deem advisable, provided that except as otherwise provided by this Plan, the Board may not, without the consent of the affected Participant, impair any outstanding Award already issued or credited to the Participant. Further, if the Company is at any time listed on ASX then for so long as the Company remains on the official list of ASX any termination, modification or amendment to the Plan has no effect unless the relevant requirements of the Listing Rules (if any) have been complied with.

$12.0$ Miscellaneous

$12.1$ No effect upon Benefits

By acceptance of any Award under the Plan, each Participant agrees that the Award shall not be considered compensation for purposes of any other benefit plan or program of the Company.

$12.2₁$ No right to Continued Employment

The receipt of an Award shall not give a Participant any right to continue in the employ or services of the Company and the right to dismiss any Participant or terminate the services of any non-employee Participant is specifically reserved to the Company. The receipt of an Award with respect to any year, shall not give a Participant the right to receive an Award with respect to any subsequent year. No Employee or other person shall have any claim or right to be granted an Award under the Plan.

$12.3$ Non Transferability

No right or interest of any Participant in the Plan including Options shall be assigned or transferable, or subject to any lien; provided that in the event of death of a Participant, any outstanding Options shall be held for the benefit of his/her designated beneficiary, subject to the terms and conditions of the Plan.

$12.4$ No Rights as Shareholder

Nothing contained herein shall be deemed to convey upon any Participant or other person, the rights of a Shareholder of the Company.

$12.5$ Withholding

The Company shall be entitled to withhold taxes from amounts payable to Participants under the Plan to the extent that such amounts may be required by any applicable law.

$12.6$ Tax Liability

The Company shall have no liability for any tax imposed on a Participant as a result of Awards made.

$12.7$ Governing Law

The rights and obligations of all persons effected hereby shall be construed in accordance with the laws of the State of Victoria.

$12.8$ Notices

The Company will serve any notice by personal delivery, fax or registered or security post to the usual or last known address of the Participant. The Participant will serve any notice on the Company by facsimile, delivery or registered or security post to its then current address. Any post or facsimile notice shall be deemed to be served on the second business day following that on which it was posted or faxed.

$12.9$ Grievance Procedures

If any grievance arises between the Company and the Participant, it must be dealt with in the following manner:

• $(i)$ The matter must first be discussed with the Managing Director.
• If the matter is not resolved, it will be submitted to an agreed $(ii)$ mediator for the purposes of conciliation and mediation.
• $(iii)$ The Company and the Participant may agree to submit the dispute to arbitration as outlined in the Plan and if so agreed any decision must be accepted by the Company and the Participant subject to any appeal available.
• $(iv)$ The Company and the Participant shall ensure that these procedures are carried out expeditiously and within 30 days of any grievance arising.
• $(v)$ Costs shall be borne equally between the Company and the Participant.

12.10 Arbitration

Any dispute with regard to amounts owing in respect to the Plan shall firstly be determined by the Board in consultation with the Participant and if such determination cannot be reached, then by an arbitrator determined by agreement of the parties and if agreement cannot be reached, by an arbitrator appointed by the President of the Law Institute of Victoria or nominee.

Constitution

Tolhurst Noall Group Limited
ACN 007 870 760

Contents

1.	Interpretation
2.	Issue of securities
3.	Preference shares
4.	Surrender of shares
5.	Joint holders
6.	Non-recognition of equitable or other interests
7.	Certificates
8.	Computerised share transfer system
9.	Power to make calls
10.	Obligation for calls
11.	When a call is made
12.	Interest on the late payment of calls
13.	Instalments
14.	Notice requiring payment of sums payable
15.	Time and place for payment
16.	Forfeiture on non-compliance with notice
17.	Notice of forfeiture
18.	Disposal of forfeited shares
19.	Liability despite forfeiture
20.	Company's lien or charge
21.	Sale of shares to enforce lien
22.	Title to shares forfeited or sold to enforce lien
23.	Payments by the Company
24.	Transfers; proper ASTC transfers
25.	Board may refuse to register
26.	Transfer and certificate (if any)
27.	Transmission on death
28.	Transmission by operation of law
29.	Calling of general meetings
30.	Notice of general meeting
31.	Business of general meetings
32.	Quorum
33.	Chairman

34.	Acting Chairman
35.	General conduct of meeting
36.	Adjournment
37.	Voting
38.	Taking a poll
39.	Special meetings
40.	Voting rights
41.	Voting rights of personal representatives, etc
42.	Proxies
43.	Validity, revocation
44.	Board may issue forms of proxy
45.	Attorneys of shareholders
46.	Number of Directors
47.	Power to appoint Directors
48.	Remuneration of Directors
49.	Remuneration of Directors for extra services
50.	Travelling and other expenses
51.	Retirement benefits; superannuation contributions 21
52.	Contract with Company; participation in share issues 21
53.	Director may hold other office
54.	Exercise of voting power in other corporations
55.	Directors may lend to the Company
56.	Termination of office by Director
57.	Directors who are employees of the Company
58.	Retirement and nomination of Directors
59.	Appointment of a Managing Director
60.	Managing Director not to be subject to retirement by rotation 25
61.	Procedures relating to Board meetings
62.	Meetings by telephone or other means of communication25
63.	Votes at meetings
64.	Chairman
65.	Powers of meetings
66.	Committees
67.	Validity of acts

68.	Resolution in writing
69.	Alternate Directors
70.	General powers of the Board
71.	Seal
72.	Determination of dividend
73.	Dividend plans
74.	Distribution otherwise than in cash
75.	Capitalisation of profits
76.	Transfer of shares
77.	Retention of dividends; unclaimed dividends
78.	How dividends are payable
79.	Service of notices
80.	When notice considered to be served
81.	Shareholder not known at registered address
82.	Notice to transferor binds transferee
83.	Service on deceased shareholders
84.	Winding up
85.	Indemnity of officers, insurance and access
86.	Paramount effect of Listing Rules
87.	Restricted securities
88.	Unmarketable parcels

Constitution of

Tolhurst Noall Group Limited ACN 007 870 760	Deleted: Alliance Properties
Preliminary

The Company is a public company limited by shares.

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

Deleted: Corporations Deleted: Law

Interpretation

1. Interpretation

$1.1$ In this Constitution, unless the context requires otherwise:

Act means the Corporations Act 2001 and includes a reference to the Corporations Regulations 2001.

ASTC means ASX Settlement and Transfer Corporation Ptv Ltd.

ASTC Settlement Rules means the operating rules of ASTC for the purposes of the Act.

ASX means Australian Stock Exchange Limited.

Board means the Directors for the time being of the Company or those of them who are present at a meeting at which there is a quorum.

business day means a day which is a business day for the purposes of the Listing Rules.

call includes any instalment of a call and any amount due on issue of any share.

Chairman means the Chairman of the Board or other person occupying the position of Chairman or Acting Chairman under Rule 33 or Rule 34.

Committee means a Committee to which powers have been delegated by the Board under Rule 66.

Company means Tolhurst Noall Group Limited

Deleted: Alliance Properties limited

Constitution means this Constitution as amended.

Director means a person appointed or elected to the office of Director of the Company in accordance with this Constitution and where appropriate includes an alternative Director who is acting in that capacity.

exempt Managing Director means the Managing Director or, if there is more than one Managing Director, the Managing Director designated by the Board to be an exempt Managing Director.

Deleted: the Law means the Corporations Law and includes a reference to the Corporation Regulations.

Deleted: SCH means securities clearing house as

referred to in the Law.fl.

Deleted: Law

Deleted: Law

Listing Rules means the ASX Listing Rules as amended or replaced from time to time.

Office means the registered office of the Company.

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

person and words importing persons include partnerships, associations and corporations, unincorporated and incorporated by Ordinance, Act of Parliament or registration as well as individuals.

Register means the register of shareholders of the Company.

registered address means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder is willing to accept service of notices.

retiring Director means a Director who is required to retire under Rule 47 or Rule 58.1 and a Director who ceases to hold office under Rules 56 and 57.

Rules means these Rules, as amended.

Secretary means a person appointed as, or to perform the duties of, Secretary of the Company.

securities includes shares, rights to shares, options to acquire shares and other securities with rights of conversion to equity.

shareholders present means shareholders present at a general meeting of the Company in person or by properly appointed representative, proxy or attorney.

writing and written includes printing, typing, lithography, facsimile and other modes of reproducing words in a visible form, whether electronic or otherwise.

• $1.2$ A word or phrase which is given a meaning by the Act has the same meaning in this Constitution. Words in the singular include the plural and vice versa.

• $13$ A reference to the Act or any other statute or regulation is to the Act, Deleted: Law statute or regulation as modified or substituted.

• $1.4$ A reference to the Listing Rules or the ASTC Settlement Rules is to the Listing Rules or the ASTC Settlement Rules (as the case may be) in force in relation to the Company after taking into account any waiver or exemption which is in force either generally or in relation to the Company.

• $1.5$ The headings do not affect the construction of this Constitution.

Securities

$2.$ Issue of securities

• $2.1$ Without affecting any special rights conferred on the holders of any shares, any shares or other securities may be issued with preferred. deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as the Board may determine and on any terms the Board considers appropriate.
• 2.2 By resolution of the Board, the Company may vary the rights attached to shares in a class of shares by the issue of new shares not having the same rights attached as any shares already issued.

$3.$ Preference shares

If the Company at any time proposes to create and issue any preference shares:

• $(a)$ the preference shares may be issued on the terms that they are, or at the option of either or both the Company and the holder are. liable to be redeemed, whether out of share capital, profits or otherwise:
• the preference shares confer on the holders the right to convert the $(b)$ preference shares into ordinary shares if and on the basis the Board determines at the time of issue of the preference shares:
• the preference shares confer on the holders a right to $(c)$ $(i)$ receive out of the profits of the Company available for dividend a preferential dividend at the rate or of the amount (which may be subject to an index) and on the basis determined by the Board at the time of issue of the preference shares:
• in addition to the preferential dividend, the preference $(ii)$ shares may participate with the ordinary shares in dividends declared by the Board if and to the extent the Board determines at the time of issue of the preference shares; and

Deleted: SCH business rules

• the preferential dividend may be cumulative if and to the $(iii)$ extent the Board determines at the time of issue of the preference shares:
• $(d)$ the preference shares are to confer on the holders:
• the right on redemption and in a winding up to payment in $(i)$ cash in priority to any other class of shares of:
  • $(A)$ the amount paid or agreed to be considered as paid on each of the preference shares; and
  • $(B)$ the amount (if any) equal to the aggregate of any dividends accrued (whether determined or not) but unpaid and of any arrears of dividends; and
• $(ii)$ the right, in priority to any payment of dividend on any other class of shares, to the preferential dividend;
• the preference shares do not confer on the holders any further $(e)$ rights to participate in assets or profits of the Company;
• the holders of the preference shares have the same rights as the $(f)$ holders of ordinary shares to receive notices, reports and accounts and to attend and be heard at all general meetings, but are not to have the right to vote at general meetings except as follows:
• $(i)$ on any question considered at a general meeting if, at the date of the meeting, the dividend on the preference shares is in arrears:
• $(ii)$ at a general meeting on a proposal:
  • to reduce the share capital of the Company; $(A)$
  • $(B)$ that affects rights attached to the preference shares:
  • $(C)$ to wind up the Company;
  • $(D)$ for the disposal of the whole of the property, business and undertaking of the Company;
• at a general meeting on a resolution to approve the terms of $(iii)$ a buy-back agreement; and
• on any question considered at a general meeting held $(iv)$ during the winding up of the Company; and
• the Company may issue further preference shares ranking pari $(q)$ passu in all respects with (but not in priority to) other preference

shares already issued and the rights of the issued preference shares are not to be taken to have been varied by the further issue.

Surrender of shares 4.

In its discretion, the Board may accept a surrender of shares by way of compromise of any question as to whether or not those shares have been validly issued or in any other case where the surrender is within the powers of the Company. Any shares surrendered may be sold or reissued in the same manner as forfeited shares.

5. Joint holders

Where two or more persons are registered as the holders of any shares, they are considered to hold the shares as joint tenants with benefits of survivorship subject to the following provisions:

Number of holders $(a)$

the Company is not bound to register more than three persons as the holders of the shares:

$(b)$ Liability for payments

the joint holders of the shares are liable severally as well as jointly in respect of all payments which ought to be made in respect of the shares:

$(c)$ Death of joint holder

on the death of any one of the joint holders, the remaining joint holders are the only persons recognised by the Company as having any title to the shares but the Board may require evidence of death and the estate of the deceased joint holder is not released from any liability in respect of the shares;

$(d)$ Power to give receipt

any one of the joint holders may give a receipt for any dividend, bonus or return of capital payable to the joint holders;

Notices and certificates $(e)$

only the person whose name stands first in the Register as one of the joint holders of the shares is entitled, if the Company determines to issue certificates for shares, to delivery of a certificate relating to the shares or to receive notices from the

Company and any notice given to that person is considered notice to all the joint holders; and

$(f)$ Votes of joint holders

any one of the joint holders may vote at any meeting of the Company either personally or by properly authorised representative, proxy or attorney, in respect of the shares as if that joint holder was solely entitled to the shares. If more than one of the joint holders are present personally or by properly authorised representative, proxy or attorney, only the vote of the joint holder whose name appears first in the Register counts.

6. Non-recognition of equitable or other interests

Except as required by law, the Company is entitled to treat the registered holder of any share as the absolute owner of the share and is not bound to recognise (even when having notice) any equitable or other claim to or interest in the share on the part of any other person.

Deleted: S

Form of Hholding of shares

7. Certificates

The Board may determine to issue certificates for shares or other securities of the Company, to cancel any certificates on issue and to replace lost, destroyed or defaced certificates on issue on the basis and in the form it thinks fit from time to time.

8. Computerised share transfer system

Without limiting Rule 7, if the Company participates, or to enable the Company to participate, in any computerised or electronic share transfer system introduced by or acceptable to ASX, the Board may:

• $(a)$ provide that shares may be held in certificated or uncertificated form and make any provision it thinks fit, including for the issue or cancellation of certificates, to enable shareholders to hold shares in uncertificated form and to convert between certificated and uncertificated holdings:
• $(b)$ provide that some or all shareholders are not to be entitled to receive a share certificate in respect of some or all of the shares which the shareholders hold in the Company;
• accept any instrument of transfer, transfer document or other $(c)$ method of transfer in accordance with the requirements of the share transfer system; and

$(d)$ despite any other provision in this Constitution, do all things it considers necessary, required or authorised by the Act, the Listing Rules or the ASTC Settlement Rules in connection with the share Deleted: Law transfer system. Deleted: SCH business rules

Calls

9. Power to make calls

Subject to the terms on which any shares may have been issued, the Board may make calls on the shareholders in respect of money unpaid on their shares. Each shareholder is liable to pay the amount of each call in the manner, at the time and at the place specified by the Board. Calls may be made payable by instalments.

$10.$ Obligation for calls

The Company may make arrangements on the issue of shares for a difference between the holders of those shares in the amount of calls to be paid and the time of payment of the calls.

$11.$ When a call is made

A call is considered to have been made at the time when the resolution of the Board authorising the call was passed. The call may be revoked or postponed at the discretion of the Board at any time prior to the date on which payment in respect of the call is due. The non-receipt of a notice of any call by, or the accidental omission to give notice of any call to, any shareholder does not invalidate the call.

$12.$ Interest on the late payment of calls

If any sum payable in respect of a call is not paid on or before the date for payment, the shareholder from whom the sum is due is to pay interest on the unpaid amount from the due date to the date of payment at the rate the Board determines. The Board may waive the whole or part of any interest paid or payable under this Rule.

$13.$ Instalments

If, by the terms of an issue of shares, any amount is payable in respect of any shares by instalments, every instalment is payable as if it is a call properly made by the Board of which appropriate notice had been given, and all provisions of this Constitution with respect to the payment of calls and of interest or to the forfeiture of shares for nonpayment of calls or with

respect to liens or charges apply to the instalment and to the shares in respect of which it is payable.

Forfeiture and Lien

$14.$ Notice requiring payment of sums payable

If any shareholder fails to pay any sum payable in respect of any shares, either for money payable on issue, calls or instalments, on or before the day for payment, the Board may serve a notice on the shareholder requiring that shareholder to pay the sum together with interest accrued and all expenses incurred by the Company by reason of the non-payment. The notice may be served at any time whilst any part of the sum remains unpaid.

$15.$ Time and place for payment

The notice referred to in Rule 14 must state a day on or before which the sum, interest and expenses (if any) are to be paid and the place where payment is to be made and that, if payment is not made by the time and at the place specified, the shares in respect of which the sum is payable are liable to be forfeited.

$16.$ Forfeiture on non-compliance with notice

If there is non-compliance with the requirements of any notice given under Rule 14, any shares in respect of which notice has been given may be forfeited by a resolution of the Board passed at any time after the day specified in the notice for payment. The forfeiture is to include all dividends, interest and other money payable by the Company in respect of the forfeited shares and not paid before the forfeiture.

$17.$ Notice of forfeiture

When any share is forfeited, notice of the resolution of the Board must be given to the shareholder in whose name the share was registered immediately prior to the forfeiture, and an entry of the forfeiture and the date of forfeiture must be made in the Register. Failure to give notice or make the entry as required by this Rule does not invalidate the forfeiture. At any time before any forfeited share is sold or otherwise disposed of, the Board may annul the forfeiture of the share on any condition it thinks fit.

18. Disposal of forfeited shares

Any forfeited share is considered the property of the Company and the Board may sell or otherwise dispose of or deal with the share in any

manner it thinks fit and with or without any money paid on the share by any former holder being credited as paid up.

$19.$ Liability despite forfeiture

Any shareholder whose shares have been forfeited is, despite the forfeiture, liable to pay and must immediately pay to the Company all sums of money, interest and expenses owing on or in respect of the forfeited shares at the time of forfeiture, together with expenses and interest from that time until payment at the rate the Board determines. The Board may enforce the payment or waive the whole or part of any sum paid or payable under this Rule as it thinks fit.

20. Company's lien or charge

The Company has a first and paramount lien or charge, for unpaid calls. instalments, interest due in relation to any calls or instalments and any amounts the Company is called on by law to pay in respect of the shares of a shareholder, on shares registered in the name of the shareholder in respect of which the calls, instalments and interest are due and unpaid (whether then payable or not) or in respect of which the amounts are paid and on the proceeds of sale of the shares. The lien or charge extends to all dividends and bonuses declared in respect of the shares but, if the Company registers a transfer of any shares on which it has a lien or charge without giving the transferee notice of any claim it may have at that time, the shares are freed and discharged from the lien or charge of the Company in respect of that claim. The Company may do all things necessary or appropriate under the ASTC Settlement Rules and the Listing Rules in order to protect or enforce any lien or charge.

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$21.$ Sale of shares to enforce lien

For the purpose of enforcing a lien or charge, the Board may sell the shares which are subject to the lien or charge in any manner it thinks fit and with or without giving any notice to the shareholder in whose name the shares are registered.

$22.$ Title to shares forfeited or sold to enforce lien

$22.1$ In a sale or a re-issue of forfeited shares or in the sale of shares to enforce a lien or charge, an entry in the Board's minute book that the shares have been forfeited, sold or re-allotted in accordance with this Constitution is sufficient evidence of that fact as against all persons entitled to the shares immediately before the forfeiture, sale or re-issue of the shares. The Company may receive the purchase money or consideration (if any) given for the shares on any sale or re-issue.

• $22.2$ In a sale or re-issue, a certificate signed by a Director or the Secretary to the effect that the shares have been forfeited and the receipt of the Company for the price of the shares constitutes a good title to them.
• $22.3$ In a sale, the Company may appoint a person to execute, or may otherwise effect, a transfer in favour of the person to whom the shares are sold
• $22.4$ On the issue of the receipt or the transfer being executed or otherwise effected, the person to whom the shares have been re-allotted or sold is to be registered as the holder of the shares, discharged from all calls or other money due in respect of the shares prior to the re-issue or purchase and the person is not bound to see to the regularity of the proceedings or to the application of the purchase money or consideration and the person's title to the shares is not affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or re-issue.
• 22.5 The net proceeds of any sale or re-issue are to be applied first in payment of all costs in relation to the enforcement of the lien or charge or the forfeiture and of the sale or re-issue, next in satisfaction of the amount in respect of which the lien or charge exists as is then payable to the Company (including interest) or the amount in respect of the forfeited shares then payable to the Company (including interest) and the residue (if any) paid to, or at the direction of, the person registered as the holder of the shares immediately prior to the sale or re-issue or to the person's personal representative on the production of any evidence as to title required by the Board.

Payments by the Company

23. Payments by the Company

• $23.1$ Rule 23.2 applies if any law imposes or purports to impose any immediate or future or possible liability on the Company to make any payment, or empowers any government or taxing authority or government official to require the Company to make any payment, in respect of any securities held either jointly or solely by any holder or in respect of any transfer of those securities or in respect of any interest, dividends, bonuses or other money due or payable or accruing due or which may become due or payable to the holder by the Company on or in respect of any securities or for or on account or in respect of any holder of securities, whether because of:
• $(a)$ the death of the holder;

• $(b)$ the non-payment of any income tax or other tax by the holder;

• $(c)$ the non-payment of any estate, probate, succession, death, stamp or other duty by the holder or a personal representative of that holder or by or out of the holder's estate;

• $(d)$ any assessment of income tax against the Company in respect of interest or dividends paid or pavable to the holder: or
• any other act or thing, $(e)$
• 23.2 In each case referred to in Rule 23.1:
• $(a)$ the Company is to be fully indemnified from all liability by the holder or the holder's personal representative and by any person who becomes registered as the holder of the securities on the distribution of the deceased holder's estate;
• $(b)$ the Company has a lien or charge on the securities for all money paid by the Company in respect of the securities under or because of any law;

the Company has a lien on all dividends, bonuses and other money $(c)$ payable in respect of the securities registered in the Register as held either jointly or solely by the holder for all money paid or payable by the Company in respect of the securities under or in consequence of any law, together with interest at a rate the Board may determine from the date of payment to the date of repayment, and may deduct or set off against any dividend, bonus or other money payable, any money paid or payable by the Company together with interest;

$(d)$ the Company may recover as a debt due from the holder or the holder's personal representative, or any person who becomes registered as the holder of the securities on the distribution of the deceased holder's estate, any money paid by the Company under or in consequence of any law which exceeds any dividend, bonus or other money then due or payable by the Company to the holder together with interest at a rate the Board may determine from the date of payment to the date of repayment; and

except in the case of a proper ASTC transfer, the Company may, if $(e)$ any money is paid or payable by the Company under any law, refuse to register a transfer of any securities by the holder or the holder's personal representative until the money and interest is set off or deducted or, in case the money and interest, exceeds the amount of any dividend, bonus or other money then due or payable by the Company to the holder, until the excess is paid to the Company.

23.3 Nothing in Rules 23.1 and 23.2 affects any right or remedy which any law confers on the Company and any right or remedy is enforceable by the

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$\mathsf{l}$

Company whether against the holder or the holder's personal representative.

		Transfer and transmission of securities
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24.		Transfers; proper ASTC transfers
24.1		A transfer of any securities may be effected by:
	(a)	a written transfer in the usual or common form or in any form the Board may prescribe or in a particular case accept, properly stamped (if necessary) being delivered to the Company;
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	(b)	a proper ASTC transfer, which is to be in the form required or
		permitted by the Act or the ASTC Settlement Rules; or	Deleted: Law
	(c)	any other electronic system established or recognised by the	Deleted: SCH business rules
		Listing Rules in which the Company participates in accordance with the rules of that system.
			Deleted: SCH
24.2		Except in the case of a proper $\triangle$ STC transfer, the transferor is considered to remain the holder of the securities transferred until the name of the
		transferee is entered on the Register. A proper ASTC transfer is	Deleted: SCH
		considered recorded in the Register and the name of the transferee to be
		registered as the holder of the securities comprised in the proper ASTC	Deleted: SCH
		transfer, as provided in the ASTC Settlement Rules.	Deleted: SCH business rules
24.3		The Board may take any action it thinks fit to comply with the $\texttt{\&STC}$	Deleted: SCH business rules
		Settlement Rules and may request the ASTC to apply a holding lock to	Deleted: SCH
		prevent a transfer of securities the subject of the ASTC Settlement Rules	Deleted: SCH business rules
		if the Board thinks fit.

25. Board may refuse to register

• 25.1 The Board may refuse to register any transfer of securities:
• $(a)$ if the registration of the transfer would result in a contravention of or failure to observe the provisions of any applicable law or the Listing Rules;
• on which the Company has a lien or which are subject to forfeiture; $(b)$ or
• if permitted to do so under the Listing Rules. $(c)$

25.2	The decision of the Board relating to the registration of a transfer is
	absolute. Failure to give notice of refusal to register any transfer as may
	be required under the Act or the Listing Rules does not invalidate the
	decision of the Board.

26. Transfer and certificate (if any)

• 26.1 Every transfer must be left for registration at the Office or any other place the Board determines. Unless the Board otherwise determines either generally or in a particular case, the transfer is to be accompanied by the certificate (if any) for the securities to be transferred. In addition, the transfer is to be accompanied by any other evidence which the Board may require to prove the title of the transferor, the transferor's right to transfer the securities, execution of the transfer or compliance with the provisions of any law relating to stamp duty. The requirements of this Rule do not apply in respect of a proper ASTC transfer.
• 26.2 Subject to Rule 26.1, on each application to register the transfer of any securities or to register any person as the holder in respect of any securities transmitted to that person by operation of law or otherwise, the certificate (if any) specifying the securities in respect of which registration is required must be delivered to the Company for cancellation and on registration the certificate is considered to have been cancelled.
• 26.3 Each transfer which is registered may be retained by the Company for any period determined by the Board after which the Company may destroy it.

27. Transmission on death

The personal representative of a deceased shareholder (who is not one of several joint holders) is the only person recognised by the Company as having any title to securities registered in the name of the deceased shareholder. Subject to compliance by the transferee with this Constitution, the Board may register any transfer signed by a shareholder prior to the shareholder's death, despite the Company having notice of the shareholder's death.

28. Transmission by operation of law

A person (a transmittee) who establishes to the satisfaction of the Board that the right to any securities has devolved on the transmittee by will or by operation of law may be registered as a holder in respect of the securities or may (subject to the provisions in this Constitution relating to transfers) transfer the securities. The Board has the same right to refuse to register the transmittee as if the transmittee was the transferee named in a transfer presented for registration.

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General meetings and an arrangement of the series of the series of the series of the series of the series of the

29. Calling of general meetings

By a resolution of the Board, the Company may call a general meeting of the Company to be convened at the time and place or places (including at Deleted: SCH

two or more venues using technology that gives shareholders a reasonable opportunity to participate) and in the manner determined by the Board. No shareholder or Director may convene a general meeting of the Company except where entitled under the Act to do so. By resolution of the Board, any general meeting may be cancelled or postponed prior to the date on which it is to be held, except where the cancellation or postponement would be contrary to the Act. The Board may give notice of the cancellation or postponement as it thinks fit, but any failure to give notice of the cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting.

30. Notice of general meeting

Where the Company has called a general meeting, notice of the meeting may be given in the form and manner in which the Board thinks fit. The non-receipt of a notice of any general meeting by, or the accidental omission to give notice to, any person entitled to notice, does not invalidate any resolution passed at that meeting.

Proceedings of meetings

$31.$ Business of general meetings

The business of an annual general meeting of the Company is to receive and consider the accounts and reports required by the Act to be laid before each annual general meeting, to elect Directors, when relevant to appoint an auditor and fix the auditor's remuneration, and to transact any other business which, under this Constitution or the Act, is required to be transacted at any annual general meeting. All other business transacted at an annual general meeting and all business transacted at other general meetings is special. Except with the approval of the Board, with the permission of the Chairman or under the Act, no person may move at any meeting either any resolution (except in the form set out in the notice of meeting given under Rule 30) or any amendment of any resolution.

$32.$ Quorum

• $32.1$ Three shareholders present constitute a quorum for a meeting. No business may be transacted at any meeting except the election of a Chairman and the adjournment of the meeting unless a quorum is present at the commencement of the meeting.
• $32.2$ If there is not a quorum at a general meeting within 30 minutes after the time specified in the notice of the meeting, the meeting is dissolved unless the Board adjourns the meeting to a date, time and place determined by it.

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If no guorum is present at any adjourned meeting within 30 minutes after the time for the meeting the meeting is dissolved.

33. Chairman

• $33.1$ The Chairman of the Board is entitled to chair every general meeting.
• 33.2 If at any general meeting:
• the Chairman of the Board is not present at the specified time for $(a)$ holding the meeting; or
• the Chairman of the Board is present but is unwilling to act as $(b)$ chairman of the meeting,

the Deputy Chairman of the Board is entitled to chair the meeting.

• 33.3 If at any general meeting:
• there is no Chairman of the Board or Deputy Chairman of the $(a)$ Board:
• the Chairman of the Board and Deputy Chairman of the Board are $(b)$ not present at the specified time for holding the meeting, or
• the Chairman of the Board and the Deputy Chairman of the Board $(c)$ are present but each is unwilling to chair the meeting.

the Directors present may choose another Director to chair the meeting and if no Director is present or if each of the Directors present is unwilling to chair the meeting, a shareholder chosen by the shareholders present may chair the meeting.

$34.$ Acting Chairman

If during any general meeting the Chairman acting under Rule 33 is unwilling to chair any part of the proceedings, the Chairman may withdraw during the relevant part of the proceedings and may nominate any person who immediately before the general meeting was a Director or who has been nominated for election as a Director at the meeting to be Acting Chairman of the meeting during the relevant part of the proceedings. On the conclusion of the relevant part of the proceedings the Acting Chairman is to withdraw and the Chairman is to resume to chair the meeting.

35. General conduct of meeting

• 35.1 The general conduct of each general meeting of the Company and the procedures to be adopted at the meeting are as determined at, during or prior to the meeting by the Chairman.
• 35.2 The Chairman or a person acting with the Chairman's authority may require any person who wishes to attend the meeting to comply with searches, restrictions or other security arrangements the Chairman or a person acting with the Chairman's authority considers appropriate. The Chairman or a person acting with the Chairman's authority may refuse entry to any person who does not comply with the arrangements, any person who possesses a recording or broadcasting device without the consent of the Chairman or a person acting with the Chairman's authority, or any person who possesses an article which the Chairman or person acting with the Chairman's authority considers to be dangerous, offensive or liable to cause disruption. At any time the Chairman considers it necessary or desirable for the proper and orderly conduct of the meeting. the Chairman may demand the cessation of debate or discussion on any business, question, motion or resolution being considered by the meeting and require the business, question, motion or resolution to be put to a vote of the shareholders present.
• 35.3 The Chairman may require the adoption of any procedures which are, in the Chairman's opinion, necessary or desirable for the proper and orderly casting or recording of votes at any general meeting of the Company, whether on a show of hands or on a poll.
• 35.4 Any determination by the Chairman in relation to matters of procedure (including any procedural motions moved at, or put to, any meeting) or any other matter arising directly or indirectly from the business is final (including any procedural motions moved at or put to, any meeting). Any challenge to a right to vote (whether on a show of hands or on a poll) may only be made at the meeting and may be determined by the Chairman whose decision is final.

36. Adjournment

During the course of the meeting, the Chairman may adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting or any debate or discussion either to a later time at the same meeting or to an adjourned meeting. If the Chairman exercises a right of adjournment of a meeting under this Rule, the Chairman has the sole discretion to decide whether to seek the approval of the shareholders present to the adjournment and, unless the Chairman exercises that discretion, no vote may be taken by the shareholders present in respect of the adjournment. No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

37. Votina

• 37.1 The Chairman may determine that any question to be submitted to a general meeting be determined by a poll without first submitting the question to the meeting to be decided by a show of hands.
• 37.2 Unless the Chairman makes the determination referred to in Rule 37.1 each question submitted to a general meeting is to be decided in the first instance by a show of hands.
• 37.3 In the case of an equality of votes, the Chairman has, both on a show of hands and on a poll, a casting vote in addition to the vote or votes to which the Chairman may be entitled as a shareholder or as a proxy, attorney or properly appointed representative of a shareholder.
• 37.4 Unless a poll is demanded, a declaration by the Chairman following a vote on a show of hands that a resolution has been passed or lost is conclusive, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
• A poll may be demanded by a shareholder in accordance with the Act 37.5 (and not otherwise) or by the Chairman. No poll may be demanded on the election of a chairman of a meeting or, unless the Chairman otherwise determines, the adjournment of a meeting. A demand for a poll may be withdrawn.

38. Taking a poll

• 38.1 If a poll is demanded as provided in Rule 37, it is to be taken in the manner and at the time and place as the Chairman directs, and the result of the poll is the meeting's resolution of the motion on which the poll was demanded. In the case of any dispute as to the admission or relection of a vote, the Chairman's determination in relation to the dispute is final.
• 38.2 A demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. A poll demanded on any question of adjournment is to be taken at the meeting and without adjournment.
• 38.3 The result of a poll may be announced in the manner and at the time (whether during the relevant meeting or afterwards) as the Chairman considers appropriate.

39. Special meetings

All the provisions of this Constitution as to general meetings apply to any special meeting of any class of shareholders which may be held under the operation of this Constitution or the Act.

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Votes of shareholders

40. Voting rights

Subject to restrictions on voting affecting any class of shares and to Rules 3, 5(f) and 43:

• on a show of hands: $(a)$
• subject to paragraphs (ii) and (iii), each shareholder present $(i)$ has one vote:
• $(ii)$ where a shareholder has appointed more than one person as representative, proxy or attorney for the shareholder. none of the representatives, proxies or attorneys is entitled to vote; and
• $(iii)$ where a person is entitled to vote because of paragraph (i) in more than one capacity, that person is entitled only to one vote:
• subject to Rule 40(c), on a poll, each shareholder present: $(b)$
• $(i)$ has one vote for each fully paid share held; and
• for each other share held, has a vote in respect of the share $(ii)$ which carries the same proportionate value as the proportion of the amount paid up or agreed to be considered as paid up on the total issue price of that share at the time the poll is taken bears to the total issue price of the share: and
• $(c)$ on a poll only shareholders present may vote unless, consistently with the Act, the Board has approved other means (including electronic) for the casting and recording of votes by shareholders on any resolution to be put to a general meeting.

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41. Voting rights of personal representatives, etc.

Where a person satisfies the Board at least 48 hours before the holding of a general meeting (unless the person has previously satisfied the Board as to the person's right to vote) that the person is a personal representative as referred to in Rule 27 or a transmittee as referred to in Rule 28, the person may vote at the general meeting in the same manner as if the person were the registered holder of the securities referred to in Rule 27 or 28, as the case requires.

I

42. Proxies

42.1	A shareholder who is entitled to attend and vote at a meeting of the
	Company may appoint a person as a proxy to attend and vote for the
	shareholder in accordance with the Act but not otherwise. A proxy and the series
	appointed in accordance with the Act to attend and vote may exercise the
	rights of the shareholder on the basis and subject to the restrictions
	provided in the Act but not otherwise.

• 42.2 A form of appointment of a proxy is valid if it is in accordance with the $\underline{\text{Act}} \geq 4$ or in any form (including electronic), which the Board may prescribe or accept.
• 42.3 Any appointment of proxy under Rule 42.2 which is incomplete may be completed by the Secretary on the authority of the Board and the Board may authorise completion of the proxy by the insertion of the name of any Director as the person in whose favour the proxy is given.
• 42.4 Voting instructions given by a shareholder to a Director or employee of the Company who is held out by the Company in material sent to shareholders as willing to act as proxy who is appointed as proxy (Company Proxy) are valid only if contained in the form of appointment of the Company Proxy. If a shareholder wishes to give a Company Proxy appointed by the shareholder new instructions or variations to earlier instructions, the new or varied instructions are only valid if they are received at the Office at least 48 hours before the meeting or adjourned meeting by a notice in writing signed by the shareholder or they are otherwise validated by the shareholder in a manner acceptable to the Board.

43. Validity, revocation

• 43.1 The validity of any resolution is not affected by the failure of any proxy or attorney to vote in accordance with instructions (if any) of the appointing shareholder.
• 43.2 A vote given in accordance with the terms of an instrument of proxy or power of attorney is valid despite the previous death or mental incapacity of the appointing shareholder, revocation of the instrument of proxy or power of attorney or transfer of the shares in respect of which the vote is given, provided no notice in writing of the death, mental incapacity, revocation or transfer has been received at the Office at least 48 hours before the relevant meeting or adjourned meeting.
• A proxy is not revoked by the appointing shareholder attending and taking 43.3 part in the meeting, unless the appointing shareholder votes at the meeting on the resolution for which the proxy is proposed to be used.

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44. Board may issue forms of proxy

The Board may issue with any notice of general meeting of shareholders or any class of shareholders forms of proxy for use by the shareholders. Each form may include the names of any of the Directors or of any other persons willing to act as proxies or as persons who are to be proxies where the shareholder does not specify in the form the name of the person or persons to be appointed as proxies. The forms may be worded so that a proxy may be directed to vote either for or against each or any of the resolutions to be proposed.

45. Attorneys of shareholders

Any shareholder may, by properly executed power of attorney, appoint an attorney to act on the shareholder's behalf at all or certain specified meetings of the Company. Before the attorney is entitled to act under the power of attorney, the power of attorney or proof of the power of attorney to the satisfaction of the Board must be produced for inspection at the Office or any other place the Board may determine together, in each case, with evidence of the proper execution of the power of attorney as required by the Board. The attorney may be authorised to appoint a proxy for the shareholder granting the power of attorney.

Directors

46. Number of Directors

The number of Directors (not including alternate Directors) must be the number, not being less than three nor more than ten which the Board may determine but the Board may not reduce the number below the number of directors in office at the time of the reduction. All Directors are to be natural persons.

47. Power to appoint Directors

The Board has the power at any time to appoint any person as a Director, either to fill a casual vacancy or as an addition to the Board but so that the number of Directors does not exceed the maximum number determined under Rule 46. Any Director (other than an exempt Managing Director) appointed under this Rule may hold office only until the next annual general meeting of the Company and is then eligible for election at that meeting but is not to be taken into account in determining the number of Directors who are to retire by rotation at the meeting.

48. Remuneration of Directors

Each non-executive Director is to be paid or provided remuneration for services, determined by the Board, at the time and in the manner determined by the Board, the total amount or value of which in any year may not exceed an amount fixed by the Company in general meeting. The expression remuneration in this Rule does not include any amount which may be paid by the Company under any of Rules 49, 50, 51 and 85.

49. Remuneration of Directors for extra services

Any Director who serves on any committee, who devotes special attention to the business of the Company, who otherwise performs services which. in the opinion of the Board, are outside the scope of the ordinary duties of a Director or who, at the request of the Board, engages in any journey on the business of the Company, may be paid extra remuneration as determined by the Board.

50. Travelling and other expenses

Every Director is, in addition to any other remuneration provided for in this Constitution, entitled to be paid from Company funds all reasonable travel. accommodation and other expenses incurred by the Director in attending meetings of the Company or of the Board or of any Committees or while engaged on the business of the Company.

51. Retirement benefits: superannuation contributions

• Any person (including any officer of the Company) may be paid a benefit $51.1$ in connection with the retirement from office of any officer of the Company, in accordance with the Act. The Board may make arrangements with any officer with respect to, providing for, or effecting payment of, benefits in accordance with this Rule.
• $51.2$ Without limiting Rule 48, the Company may pay superannuation contributions for each Director to the extent necessary for the avoidance or minimisation of any penalty, charge, tax, or other impost on the Company under any applicable legislation which imposes a penalty. charge, tax or other impost on employers if a minimum level of superannuation contributions is not paid for an employee (within the meaning of the legislation).

52. Contract with Company; participation in share issues

$52.1$ A Director is not disqualified by the office of Director from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise and no contract or arrangement entered into with

the Company by a Director nor any contract or arrangement entered into by or on behalf of the Company in which a Director is in any way interested may be avoided for that reason. A Director is not liable to account to the Company for any profit realised by any contract or arrangement, by reason only of holding the office of Director or of the fiduciary relationship established by the office.

• $52.2$ Except where a Director is constrained by the Act, a Director may be present at a meeting of the Board while a matter in which the Director has an interest is being considered and may vote in respect of that matter.
• 52.3 Despite having an interest in any contract or arrangement, a Director may participate in the execution of any document evidencing or connected with the contract or arrangement, whether by signing, sealing or otherwise.
• $52.4$ A Director or any person who is an associate of a Director may participate in any issue by the Company of securities unless the Director is precluded from participating by the Listing Rules.

53. Director may hold other office

• 53.1 A Director may hold any other office or position under the Company (except that of auditor) in conjunction with the office of Director, on terms and at a remuneration in addition to remuneration (if any) as a Director, as the Board approves.
• $53.2$ A Director may be or become a director of or hold any other office or position under any corporation promoted by the Company, or in which it may be interested, whether as a vendor or shareholder or otherwise, or with any other corporation or organisation, and the Director is not accountable for any benefits received as a director or shareholder of, or holder of any other office or position under, the corporation or organisation.

54. Exercise of voting power in other corporations

The Board may exercise the voting power conferred by the shares in any corporation held or owned by the Company as the Board thinks fit (including the exercise of the voting power in favour of any resolution appointing the Directors or any of them directors of that corporation or voting or providing for the payment of remuneration to the directors of that corporation) and a Director of the Company may vote in favour of the exercise of those voting rights, despite the fact that the Director is, or may be about to be appointed, a director of that other corporation and may be interested in the exercise of those voting rights.

55. Directors may lend to the Company

Any Director may lend money to the Company at interest with or without security or may, for a commission or profit, guarantee the repayment of any money borrowed by the Company or underwrite or quarantee the subscription of shares or securities of the Company or of any corporation in which the Company may be interested without being disqualified in respect of the office of Director and without being liable to account to the Company for the commission or profit.

Termination of office of Director

56. Termination of office by Director

• 56.1 The office of a Director is terminated:
• on the Director becoming an insolvent under administration. $(a)$ suspending payment generally to creditors or compounding with or assigning the Director's estate for the benefit of creditors;
• $(b)$ on the Director becoming a person of unsound mind or a person who is a patient under laws relating to mental health or whose estate is administered under laws relating to mental health;
• on the Director being absent from meetings of the Board during a $(c)$ period of three consecutive calendar months without leave of absence from the Board where the Board has not, within 14 days of having been served by the Secretary with a notice giving particulars of the absence, resolved that leave of absence be granted:
• $(d)$ on the Director resigning office by notice in writing to the Company:
• on the Director being removed from office under the Act; or $(e)$
• on the Director being prohibited from being a Director by reason of $(f)$ the operation of the Act.
• A Director whose office is terminated under Rule 56.1 is not to be taken 56.2 into account in determining the number of Directors who are to retire by rotation at any annual general meeting.

57. Directors who are employees of the Company

The office of a Director who is an employee of the Company or any of its subsidiaries is terminated on the Director ceasing to be employed but the person concerned is eligible for reappointment or re-election as a Director of the Company.

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Election of Directors

58. Retirement and nomination of Directors

• 58.1 Subject to Rules 47 and 56.2, at every annual general meeting, one-third of the Directors (other than an exempt Managing Director under Rule 60) or, if their number is not a multiple of three, then the number nearest to but not less than one-third must retire from office. A Director (other than an exempt Managing Director under Rule 60) must retire from office at the conclusion of the third annual general meeting after which the Director was elected or re-elected. Any Director who retires at a meeting (whether under this Rule or otherwise) at a general meeting and seeks re-election at the meeting retains office until the dissolution or adjournment of the meeting.
• 58.2 The Directors to retire under Rule 58.1 are the Directors or Director longest in office since last being elected. As between Directors who were elected on the same day the Directors to retire are (in default of agreement between them) determined by ballot. The length of time a Director has been in office is calculated from the Director's last election or appointment. A retiring Director is eligible for re-election.
• 58.3 No person (other than a retiring Director) is eligible for election to the office of Director at any general meeting unless the person or a shareholder intending to nominate the person has given notice in writing signed by the nominee giving consent to the nomination and signifying either candidature for the office or the intention of the shareholder to nominate the nominee. To be valid, the notice is required to be left at the Office not less than 30 business days nor more than 40 business days before the meeting unless the nominee has been recommended by the Board for election, in which case the notice is required to be left at the Office at least 28 days before the meeting.

Managing Director

59. Appointment of a Managing Director

The Board may appoint one or more of its members to be Managing Director (who may bear that title or any other title determined by the Board) for a period ending on the happening of events (if any) stipulated by the Board (and, in any event, upon the Managing Director ceasing to hold office as a Director), and at a remuneration and on terms determined by the Board. The Board may confer on and withdraw from a Managing Director any of the powers exercisable under this Constitution by the Board as it thinks fit and on any conditions it thinks expedient but the conferring of powers by the Board on a Managing Director does not exclude the exercise of those powers by the Board.

60. Managing Director not to be subject to retirement by rotation

An exempt Managing Director is not subject to retirement as a Director by rotation while continuing to hold the office of Director and is not to be taken into account in determining the rotation or retirement of Directors or the number Directors to retire, but is subject to the same provisions as to termination of office under Rules 56 and 57 and removal as the other Directors of the Company.

Deleted: 47.

Proceedings of Directors

61. Procedures relating to Board meetings

• $61.1$ The Board may meet together, adjourn and otherwise regulate its meetings as it thinks fit.
• 61.2 Until otherwise determined by the Board, two Directors form a quorum. Notice of meeting of the Board may be given by mail (electronic or otherwise), personal delivery or facsimile transmission to the usual place of business or residence of the Director or at any other address given to the Secretary by the Director or by any technology agreed by all the Directors.

62. Meetings by telephone or other means of communication

The Board may meet either in person or by telephone, audio-visual link or by using any other technology consented to by all the Directors. A consent may be a standing one. A Director may only withdraw consent within a reasonable period before the meeting. A meeting conducted by telephone, audio-visual link or other means of communication is considered held at the place agreed on by the Directors attending the meeting if at least one of the Directors present at the meeting was at that place for the duration of the meeting.

63. Votes at meetings

Questions arising at any meeting of the Board are decided by a majority of votes and, in the case of an equality of votes, the Chairman has (except when only two Directors are present or except when only two Directors are competent to vote on the question then at issue) a second or casting vote. A Director with a material personal interest in a matter that is being considered at a meeting of the Board may be counted in a guorum and may vote on the matter, subject to the Act.

Deleted:

64. Chairman

The Board may elect a Chairman and a Deputy Chairman of its meetings and determine the period for which each is to hold office. If no Chairman or Deputy Chairman is elected or if at any meeting the Chairman and the Deputy Chairman are not present at the time specified for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

65. Powers of meetings

A meeting of the Board at which a guorum is present is competent to exercise any of the authorities, powers and discretions for the time being vested in or exercisable by the Board.

66. Committees

• 66.1 The Board may delegate any of its powers to Committees consisting of any one or more Directors or any other person or persons as the Board thinks fit. In the exercise of delegated powers, any Committee formed or person or persons appointed to the Committee must conform to any requiations that may be imposed by the Board. A delegate of the Board may be authorised to sub-delegate any of the powers for the time being vested in the delegate.
• 66.2 The meetings and proceedings of any Committee are to be governed by the provisions of this Constitution for regulating the meetings and proceedings of the Board so far as they are applicable and are not superseded by any regulations made by the Board under Rule 66.1.

67. Validity of acts

• 67.1 All actions at any meeting of the Board or by a Committee or by any person acting as a Director are, despite the fact that it is afterwards discovered that there was some defect in the appointment of any of the Directors or the Committee or the person acting as a Director or that any of them were disgualified, as valid as if every person had been properly appointed and was qualified and continued to be a Director or a member of the Committee.
• 67.2 If the number of Directors is reduced below the minimum number fixed under this Constitution, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of calling a general meeting of the Company but for no other purpose.

68. Resolution in writing

A resolution in writing signed by all Directors or a resolution in writing of which notice has been given to all Directors and which is signed by a majority of the Directors entitled to vote on the resolution (not being less) than the number required for a quorum at a meeting of the Board) is a valid resolution of the Board. The resolution may consist of several documents in the same form each signed by one or more of the Directors. A facsimile transmission or other document produced by mechanical or electronic means under the name of a Director with the Director's authority is considered a document in writing signed by the Director.

For the purposes of this Rule the references to Directors include any alternate Director for the time being present in Australia who is appointed by a Director for the time being not present in Australia but do not include any other alternate Directors.

69. Alternate Directors

Subject to this Constitution, each Director may appoint any person approved by a majority of the other Directors to act as an alternate Director in the Director's place, either for a stated period or until the happening of a specified event, whenever by absence or illness or otherwise the Director is unable to attend to duties as a director. The appointment must be in writing and signed by the Director and a copy of the appointment must be given to the Office or to a meeting of the Board. The appointment takes effect on approval by a majority of the other Directors or, where the approval has been granted, at any later time specified in the appointment. The following provisions apply to any alternate Director:

• $(a)$ subject to the Act, the appointment of the alternate Director is terminated on receipt at the Office of notice in writing from the Director by whom the alternate Director was appointed;
• the alternate Director is entitled to receive notice of meetings of $(b)$ the Board and to attend and vote at the meetings if the Director by whom the alternate Director was appointed is not present;
• $(c)$ the alternate Director is entitled to exercise all the powers (except the power to appoint an alternate Director) and perform all the duties of a Director, to the extent the Director by whom the alternate Director was appointed has not exercised or performed them or they have not been limited by the instrument appointing the alternate Director:
• $(d)$ the alternate Director is not, unless the Board otherwise determines, (without affecting the right to reimbursement for expenses under Rule 50) entitled to receive any remuneration as a Director from the Company, and any remuneration (not including

remuneration authorised by the Board or reimbursement for expenses) paid to the alternate Director by the Company is to be deducted from the remuneration of the Director by whom the alternate Director was appointed:

• the office of the alternate Director is terminated on the death of, or $(e)$ termination of the office of, the Director by whom the alternate Director appointed;
• $(f)$ the atternate Director is not to be taken into account in determining the number of Directors or rotation of Directors; and
• $(q)$ the alternate Director is, while acting as a Director, responsible to the Company for the alternate Director's own acts and defaults and is not the agent of the Director by whom the alternate Director was appointed.

Powers of the Board

$\mathbf{I}$

70. General powers of the Board

The management and control of the business and affairs of the Company are vested in the Board, which (in addition to the powers and authorities conferred on it by this Constitution) may exercise all powers and do all things as are within the power of the Company and are not by this Constitution or by law required to be exercised or done by the Company in general meeting.

71. Seal

The Company may have a common seal and a duplicate common seal which are to be used by the Company as determined by the Board.

Dividends

72. Determination of dividend

$72.1$ The Board may determine that a dividend (including an interim dividend on account of the next forthcoming dividend) is payable to the shareholders entitled and fix the amount, time for payment and method of payment. The dividend is (subject to the rights of, or any restrictions on, the holders of shares created or raised under any special arrangement as to dividend) payable on each share on the basis of the proportion which the amount paid is of the total amounts paid, agreed to be considered paid or payable on the share. The dividend may be declared at a rate per annum in respect of a specified period but no amount paid on a share in advance of calls is to be treated as paid on that share.

72.2 Without limiting Rule 2, where the terms of any new issue of shares provide for the new shares to have different rights to a dividend to other shares then on issue, the new shares have those different dividend rights.

Deleted: P

73. Dividend plans

The Board may establish, maintain, suspend, reinstate, amend and terminate one or more dividend plans (including the establishment of rules) under which shareholders may elect with respect to some or all of their shares (subject to the rules of the relevant plan):

• to reinvest in whole or in part dividends paid or payable or which $(a)$ may become payable by the Company to the shareholder in cash by subscribing for shares in the capital of the Company;
• $(b)$ to be issued with shares instead of being paid a dividend or part of a dividend:
• $(c)$ that dividends from the Company not be declared or paid and that instead a payment or distribution other than a dividend (including, without limitation, an issue of bonus shares, with no amount credited to the share capital account in connection with the issue of those shares) be made by the Company;
• $(d)$ that cash dividends from the Company not be paid and that instead a cash dividend or payment or other distribution (including, without limitation, an issue or transfer of securities) be received from the Company, a related corporation of the Company or any other entity determined by the Board; and
• to participate in a dividend selection plan, including but not limited $(e)$ to a plan under which shareholders may elect to receive a dividend from the Company or any related corporation which is less in amount but franked to a greater extent than the ordinary cash dividend declared by the Company or any related corporation or to receive a dividend from the Company or any related corporation which is greater in amount but franked to a lesser extent than the ordinary cash dividend declared by the Company or any related corporation.

74. Distribution otherwise than in cash

74.1 When declaring a dividend the Board may determine that payment of the dividend be effected wholly or in part by the distribution of specific assets or documents of title and in particular by the issue or transfer of paid up shares, debentures, debenture stock or grant of options or other securities of the Company or any other corporation or entity.

• The Board may appoint any officer of the Company to sign on behalf of 74.2 each shareholder entitled to participate in the dividend any document in the Board's opinion desirable or necessary:
• $(a)$ to vest in the shareholder title to assets; and
• in the case of a distribution of shares in any corporation, to $(b)$ constitute the shareholder's agreement to become a member of the corporation.

and, in executing the document the officer acts as agent and attorney for the shareholder.

75. Capitalisation of profits

• 75.1 The Board may resolve that the whole or any portion of any sum forming part of the undivided profits of the Company, any reserve or other account which is available for distribution, be capitalised and distributed to shareholders in the same proportions in which the shareholders would be entitled to receive it if distributed by way of dividend or in accordance with either the terms of issue of any shares or the terms of any plan for the issue of securities for the benefit of officers or employees and that all or any part of the sum be applied on their behalf either in paying up the amounts for the time being unpaid on any issued shares held by them, or in paying up in full unissued shares or other securities of the Company to be issued to them accordingly, or partly in one way and partly in the other.
• 75.2 The Board may specify the manner in which any fractional entitlements and any difficulties relating to distribution are to be dealt with, including specifying that fractions are to be disregarded or that any fractional entitlements are to be increased to the next whole number or that payments in cash in lieu of fractional entitlements be made.
• 75.3 The Board may make all necessary appropriations and applications of the amount to be capitalised under Rule 75.1 and all necessary issues of fully paid shares or debentures.
• 75.4 Where required, the Board may appoint a person to sign a contract on behalf of the shareholders entitled on a capitalisation to any shares or debentures, which provides for the issue to them, credited as fully paid, of any further shares or debentures or for the payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised.

76. Transfer of shares

A transfer of a share only passes the right to any dividend determined but not paid on the share at the time of transfer:

in the case of a proper $ASTC$ transfer, if that is the effect of the	Deleted: SCH
- A S. Settlement Rules: and
	Deleted: SCH business rules
the mass, which a movem to their transmitters in a finantially best then really, several component

$(b)$ in any other case, if the transfer is effected by the relevant record date.

77. Retention of dividends: unclaimed dividends

• 77.1 The Board may retain the dividends payable on securities which any person is under Rules 27 and 28 entitled to transfer until the personal representative or the transmittee (as the case requires) becomes registered as the holder of the securities or properly transfers them.
• 77.2 All unclaimed dividends may be invested or otherwise made use of by the Board for the benefit of the Company until claimed or otherwise disposed of according to law.

78. How dividends are payable

$(a)$

Payment of any dividend may be made in any manner and by any means as determined by the Board. Without affecting any other method of payment which the Board may adopt in each case at the risk of the shareholder, payment of any dividend may be made to the shareholder entitled to the dividend or, in the case of joint holders, to the shareholder whose name appears first in the Register in respect of the joint holding.

Notices

I

79. Service of notices

A notice may be given by the Company to any shareholder, or in the case of joint holders, to the shareholder whose name appears first in the Register, personally, by leaving it at the shareholder's registered address or by sending it by prepaid post or facsimile transmission addressed to the shareholder's registered address or, in any case, by other electronic means determined by the Board. If the notice is signed, the signature may be original or printed.

80. When notice considered to be served

Any notice sent by post is considered to have been served at the expiration of 24 hours after the envelope containing the notice is posted and, in proving service, it is sufficient to prove that the envelope containing the notice was properly addressed and posted. Any notice served on a shareholder personally or left at the shareholder's registered address is considered to have been served when delivered. Any notice

served on a shareholder by facsimile or other electronic transmission is considered to have been served when the transmission is sent

81. Shareholder not known at registered address

Where a shareholder does not have a registered address or where the Company has a reason in good faith to believe that a shareholder is not known at the shareholder's registered address, a notice is considered to be given to the shareholder if the notice is exhibited in the Office for a period of 48 hours (and is taken to be served at the commencement of that period) unless and until the shareholder informs the Company of a registered place of address.

82. Notice to transferor binds transferee

Every person who, by operation of law, transfer or any other means. becomes entitled to be registered as the holder of any shares is bound by every notice which, prior to the person's name and address being entered in the Register in respect of the shares, was properly given to the person from whom the person derived title to those shares.

83. Service on deceased shareholders

A notice served in accordance with this Constitution is (despite the fact that the shareholder is then dead and whether or not the Company has notice of the shareholder's death) considered to have been properly served in respect of any registered shares, whether held solely or jointly with other persons by the shareholder, until some other person is registered in the shareholder's place as the holder or joint holder. The service is sufficient service of the notice or document on the shareholder's personal representative and any persons jointly interested with the shareholder in the shares.

84. Winding up

• 84.1 If the Company is wound up, whether voluntarily or otherwise, the liquidator may divide among all or any of the contributories as the liquidator thinks fit in kind any part of the assets of the Company, and may vest any part of the assets of the Company in trustees on any trusts for the benefit of all or any of the contributories as the liquidator thinks fit.
• Any division may be otherwise than in accordance with the legal rights of 84.2 the contributories and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part, but if any division otherwise than in accordance with the legal rights of the contributories is determined, any contributory who would be prejudiced by the division has a right to dissent and ancillary rights as if the determination were a special

	resolution passed under the Act relating to the sale or transfer of the	Deleted: Law
	Company's assets by a liquidator in a voluntary winding up.
84.3	If any shares to be divided in accordance with Rule 84.2 involve a liability to calls or otherwise, any person entitled under the division to any of the shares may, by notice in writing within ten business days after the passing of the special resolution, direct the liquidator to sell the person's proportion and pay the person the net proceeds and the liquidator is to act accordingly, if practicable.
		Deleted: I
	Indemnity, insurance and access	Deleted: A

85. Indemnity of officers, insurance and access

• 85.1 The Company is to indemnify each officer of the Company out of the assets of the Company to the relevant extent against any liability incurred by the officer in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer unless the liability was incurred by the officer through his or her own dishonesty, lack of good faith or breach of duty.
• 85.2 In addition to Rule 85.1, an officer of the Company and an officer of a subsidiary of the Company may be indemnified to the relevant extent out of the assets of the Company against any liability incurred by the officer in or arising out of the conduct of the business of the Company or of the subsidiary or in or arising out of the discharge of the duties of the officer where the Board considers it appropriate to do so.
• 85.3 In any case where the Board considers it appropriate, the Company may execute a documentary indemnity in any form in favour of any officer of the Company or a subsidiary.
• 85.4 Where the Board considers it appropriate to do so, the Company may pay amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the Company or a subsidiary against liability incurred by the officer in or arising out of the conduct of the business of the Company or of the subsidiary or in or arising out of the discharge of the duties of the officer.
• 85.5 In this Rule:
• $(a)$ officer means:
  • $(i)$ a director, secretary, executive officer or salaried employee; οr
  • $(ii)$ a person appointed as a trustee by, or acting as a trustee at the request of the Company or, where applicable, a subsidiary of the Company,

and includes a former officer.

$(b)$ duties of the officer includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an officer by the Company or, where applicable, the subsidiary of the Company to any other corporation.

$(c)$ to the relevant extent means:

• to the extent the Company is not precluded by law from $(i)$ doing so:
• to the extent and for the amount that the officer is not $(ii)$ otherwise entitled to be indemnified and is not actually indemnified by another person (including, but without limitation, a subsidiary or an insurer under any insurance policy); and
• where the liability is incurred in or arising out of the conduct $(iii)$ of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation.

• $(d)$ liability means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal, government authority or other body.

• Paramount effect of Listing Rules

• 86.1 While the Company remains on the Official List, the following provisions apply:

• $(1)$ despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done:
• nothing contained in this Constitution prevents an act being done $(2)$ that the Listing Rules require to be done;
• $(3)$ if the Listing Rules require an act to be done or not to be done. authority is given for that act to be done or not to be done (as the case may be):
• $(4)$ if the Listing Rules require this Constitution to contain a provision. and it does not contain such a provision this Constitution must be treated as containing that provision:

Deleted: Partial Takeovers¶ <#>Approval of Partial Takeover Bids¶ <#>If offers are made under a proportional takeover bid for the .
Company, the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution (in this Rule referred to as an Approving Resolution to approve the bid is passed in accordance with the provisions of this Rule. <#>Where offers have been made under a proportional takeover bid in respect of shares in a class of shares in the Company: <#>a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held bid class securities is entitled to vote on an Approving Resolution; and¶ <#>the bidder or an associate of the bidder is not entitled to vote on an Approving Resolution.¶ <#>An Approving Resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the Approving Resolution. <#>The provisions of this Constitution that apply to a general meeting of the Company apply, with such modifications as the circumstances require, to a meeting convened to vote on an Approving Resolution and apply as if the meeting was a general meeting of the Company.¶ <#>An Approving Resolution that has been voted on in accordance with this Rule is to be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than onehalf, and otherwise is to be taken to have been relected.# <#>This Rule ceases to have effect on the third anniversary of the date of the adoption or fast renewal of the Rule.fj Formatted: Bullets and Numbering

	(5)	if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution must be treated as not containing that provision: and
	46)	if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution must be treated as not containing that provision to the extent of the inconsistency.
86.2.		Where any Rule, or provision in any Rule, is expressed to be subject to the Listing Rules or contains words to the same effect, the Rule or provision is only subject to the provisions of the Listing Rules while the Company remains on the Official List.

87. Restricted securities

87.1	Restricted securities within the meaning of the Listing Rules cannot be disposed of except as permitted by the Listing Rules or ASX.	Deleted: the
87.2	The Company must refuse to acknowledge a disposal (including registering a transfer) of restricted securities within the meaning of the Listing Rules except as permitted by the Listing Rules or ASX.	Deleted: the
87.3	During a breach of the Listing Rules relating to restricted securities within the meaning of the Listing Rules or a breach of a restriction agreement relating to the restricted securities, the holder of the restricted securities is not entitled to any dividend or distribution or voting rights in respect of the restricted securities except as permitted by the restriction agreement, the Listing Rules or ASX.	Deleted: the

Constitution

88. Unmarketable parcels

88.1 Application of this Rule

The provisions of this Rule 88 have effect notwithstanding any provision in this Constitution to the contrary.

88.2 Definitions

For the purposes of this Rule 88 the following definitions apply, unless the context requires otherwise:

• Divestment Notice has the meaning set out in Rule 88.3. $(a)$
• $(b)$ Notified Shareholder means a shareholder who has been sent a Divestment Notice.

	(c)	Prescribed Shareholder means a shareholder who holds less than a Marketable Parcel of shares in the Company but does not include a Prescribed New Shareholder.
	(d)		Prescribed New Shareholder means a shareholder who holds less than a Marketable Parcel of shares in the Company where:
		(i)	that holding is a new holding created by the transfer of a parcel of shares that was less than a Marketable Parcel at the time a proper ASTC transfer was initiated or a paper based transfer was lodged; and	Deleted: SCH
		(ii)	the transfer referred to in paragraph (i) occurred after the date on which this Rule came into effect.
	(e)		Specified Period has the meaning set out in Rule 88.3.
	(f)	The terms 'Marketable Parcel' and 'Takeover' have the same meaning as they are given in the Listing Rules and the terms 'Certificated Holding', 'CHESS Holding', 'Holding Adjustment' and 'Issuer Sponsored Holding' have the same meaning as they are given in the ASTC Settlement Rules. Deleted: SCM business rules
	(g)		Where, under this Rule 88, powers are conferred on the Secretary, such powers may be exercised either by the Secretary or by any person nominated by the Secretary.
88.3	Service of a Divestment Notice
	(a)		If the Secretary determines that a shareholder is a Prescribed Shareholder or a Prescribed New Shareholder, the Secretary may, by notice in writing (a Divestment Notice ), notify the shareholder that the shareholder is a Prescribed New Shareholder or a Prescribed Shareholder (as the case may be).
	(b)	A Divestment Notice must state that the Company intends to dispose of the Notified Shareholder's shares in accordance with this Rule 88 after the expiry of the time period specified in the Divestment Notice (the Specified Period). The Specified Period must be:
		(i)	in the case of a Divestment Notice notifying the shareholder that the shareholder is a Prescribed Shareholder at least six weeks from the date the Divestment Notice was sent; and	Deleted: -
		(ii)	in the case of a Divestment Notice notifying the shareholder that the shareholder is a Prescribed New Shareholder, at least seven days from the date the Divestment Notice was sent.	Deleted: -

• $(c)$ Subject to 88.3(d), each Notified Shareholder is deemed irrevocably to have appointed the Company as the shareholder's agent to sell all of their shares to an arm's length purchaser. following the end of the Specified Period in the relevant Divestment Notice, and to receive the sale proceeds on behalf of the shareholder, though nothing in this Rule obliges the Company to sell those shares. For the purposes of such a sale, the Company may initiate a Holding Adjustment to move all shares held by a shareholder from a CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding or take any other action the Company considers necessary or desirable to effect the sale and transfer of the shares.
• $(d)$ Where a Prescribed Shareholder gives written notice to the Company before the end of the Specified Period in the relevant Divestment Notice that the shareholder desires its shareholding to be exempted from this Rule 88, the Company must not sell that shareholding as a result of that Divestment Notice.
• The Secretary may, in respect of any sale of a shareholder's $(e)$ shares in the Company under this Rule 88:
• execute on behalf of such shareholder an instrument of $(i)$ transfer of all of the shareholder's shares in the Company in such manner and form as the Secretary considers necessary and to deliver such share transfer to the purchaser; and
• $(ii)$ take any other action on behalf of any such shareholder or the Company as the Secretary considers necessary to effect the sale and transfer of those shares.

88.4 Rights of purchaser

• $(a)$ A certificate under the hand of the Secretary to the effect that shares sold under this Rule 88 have been duly sold will discharge the purchaser from all liability in respect of the purchase of those shares.
• $(b)$ A purchaser of shares sold under this Rule 88 will, upon being entered in the Register as the holder of the shares, have title to the shares which is not affected by any irregularity or invalidity in the actions of the Company pursuant to this Rule 88 and will not be bound to see to the application of the purchase money or other consideration.

Deleted: P

• 88.5 Sale proceeds to shareholders

• Subject to paragraph (b), if: $(a)$

• $(i)$ a shareholder's shares in the Company are sold by the Company on the shareholder's behalf under this Rule 88; and

• $(ii)$ any certificate relating to the shares the subject of the sale has been received by the Company (or the Company is satisfied that the certificate has been lost or destroyed),

the Company must, within 60 days after completion of the sale, cause the proceeds of sale to be sent to the shareholder entitled to those proceeds by sending a cheque made payable to the shareholder through the post to the address of that shareholder in the Register (or, in the case of joint holders, to that one whose name stands first in the Register in respect of the joint holding). Payment of any money under this Rule 88 is at the risk of the shareholder to whom it is sent.

$(b)$ In the case of a sale of Prescribed New Shareholder's shares in accordance with this Rule 88, the Company is entitled to deduct (and keep) from the proceeds of sale, the costs of the sale as determined by the Company. In any other case, the Company or a purchaser must bear the costs of sale. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the shareholder) payable by the transferor.

88.6 Shareholder's remedy

The remedy of any shareholder to whom this Rule 88 applies in respect of the sale of that shareholder's shares is hereby expressly limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

88.7 Suspension of rights

Unless the Directors determine otherwise, where a Divestment Notice is sent to a Prescribed New Shareholder in accordance with Rule 88.3, then. notwithstanding any other provision in this Constitution, the rights to receive dividend and to vote attaching to the shares of the shareholder the subject of the Divestment Notice are suspended until the shares are transferred to a new holder or the shareholder ceases to be a Prescribed New Shareholder. Any dividends that would, but for this Rule 88.7, have been paid to a shareholder must be held by the Company and paid to the shareholder within 60 days after the later of the date the shares of the shareholder are transferred or the date the shareholder ceases to be a Prescribed New Shareholder.

88.8 Determination binding

Any determination made by or on behalf of the Company (including any determination made by the Secretary) under this Rule 88, shall be binding on, and conclusive against (in the absence of a manifest error), a shareholder.

Company's power to sell 88.9

Notwithstanding anything else:

• subject to paragraph 88.9(b), the provisions of this Rule 88 may be $(a)$ invoked in respect of Prescribed Shareholders only once in any 12 month period; and
• from the date on which there is publicly announced a Takeover in $(b)$ respect of the Company's shares until the close of the offers under that Takeover, the Company's powers under this Rule 88 to sell the shares of a Prescribed Shareholder cease to have any force or effect.