Constitution

GDI Property Group Limited ACN

("Company")

A public company limited by shares

Adopted on incorporation

King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F+61 2 9296 3999 DX 113 Sydney www.kwm.com

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Constitution Contents

1	Interpretation	1
1.1	Definitions	1
1.2	Interpretation	2
1.3	Corporations Act	3
1.4	Listing Rules interpretation	3
1.5	Replaceable rules not to apply	3
1.6	Currency	3
1.7	Application of Listing Rules	4
2	Stapling	4
3	Share capital	5
3.1	Directors to issue shares	5
3.2	Preference shares	5
33	Class meetings	5
3.4	Non-recognition of interests	6
3.5	Joint holders of shares	6
4	Lien	6
4.1	Lien on share	6
4.2	Lien on loans under employee incentive schemes	6
4.3	Lien on distributions	6
4.4 4.5	Exemption from article 4.1 or 4.2	6 7
4.6	Extinguishment of lien Company's rights to recover payments	7
4.7	Reimbursement is a debt due	7
4.8	Sale under lien	7
4.9	Limitations on sale under lien	7
4.10	Transfer on sale under lien	7
4.11	Irregularity or invalidity	7
4.12	Proceeds of sale	8
5	Calls on shares	8
5.1	Directors to make calls	8
5.2 5.3	Time of call	8 8
5.4	Members' liability Joint holders' liability	8
5.5	Non-receipt of notice	8
5.6	Interest on default	8
5.7	Fixed instalments	8
5.8	Differentiation between holders as to calls	9
5.9	Prepayment of calls and interest	9
6	Forfelture of shares	9
6.1	Notice requiring payment of call	9
6.2	Contents of notice	9
6.3	Forfeiture for failure to comply with notice	9

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6.4	Dividends and distributions included in forfeiture	9
6.5	Sale or re-issue of forfeited shares	9
6.6	Notice of forfeiture	9
6.7	Surrender instead of forfeiture	10
6.8	Cancellation of forfeiture	10
6.9	Effect of forfeiture on former holder's liability	10
6.10	Evidence of forfeiture	10
6.11	Transfer of forfeited share	10
6.12	Registration of transferee	10
6.13	Irregularity or invalidity	10
7.	Transfer of shares	10
7.1	Forms of instrument of transfer	10
7.2	Execution and delivery of transfer	11
7.3	Effect of registration	11
7.4	Company to register forms without charge	11
7.5	Power to refuse to register	11
7.6	Obligation to refuse to register	11
7.7	Written notice to security holder of holding lock or refusal	12
7.8	Company to retain instrument of transfer	12 ²
8	Transmission of shares	12
8.1	Transmission of shares on death	12
8.2	Information given by personal representative	12
8.3	Death of joint owner	12 ₂
8.4	Transmission of shares on bankruptcy	12 ₂
8.5	Transmission of shares on mental incapacity	13
9	General meetings	13
9.1	Annual general meeting	13
9.2	Convening a general meeting	13
9.3	Use of technology at general meetings	13
9.4	Notice of general meeting	13
9.5	Calculation of period of notice	14
9.6	Cancellation or postponement of a meeting	14
9.7	Notice of cancellation or postponement of a meeting	14
9.8	Contents of notice of postponement of meeting	14
9.9	Number of clear days for postponement of meeting	14
9.10	Business at postponed meeting	14
9.11	Proxy, attorney or Representative at postponed meeting	14
9.12	Non-receipt of notice	15
9.13	Director entitled to notice of meeting	15
10	Proceedings at general meetings	15
10.1	Membership at a specified time	15
10.2	Number for a quorum	15
10.3	Requirement for a quorum	15
104	If quorum not present	16
10.5	Adjourned meeting	16
10.6	Appointment of chairman of general meeting	16
10.7	Absence of chairman at general meeting	16
10.8	Conduct of general meetings	16
10.9	Adjournment of general meeting	17
10.10	Notice of adjourned meeting	17

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10.11	Questions decided by majority	17
10.12	No casting vote for chairman	17
10.13	Voting on show of hands	17
10.14	Poll -	17
10.15	Entitlement to vote	18
10.16	Voting on a poll for partly paid shares	18
10.17	Fractions disregarded for a poll	19
10.18	Joint shareholders' vote	19
10.19	Effect of unpaid call	19
		19
10.20	Validity of vote in certain circumstances
10.21	Objection to voting qualification	19
11	The Directors	19
11.1	Number of Directors	19
11.2	Change of number of Directors	20
11.3	Retirement and election of Directors	20
11.4	Office held until conclusion of meeting	20
11.5	Director elected at general meeting	20
11.6	Eligibility for election as Director	20
11.7	Casual vacancy or additional Director	21
11.8	Remuneration of Directors	21
11.9	Superannuation contributions	21
11.10	Additional or special duties	21
11.11	Retirement benefit	22
11.12	Expenses	22
11.13	Director's interests	22
11.14	Vacation of office of Director	23


12	Powers and duties of Directors	23
12.1	Directors to manage Company	23
12.2	Specific powers of Directors	23
12.3	Duties of Directors	23
12.4	Appointment of attorney	23
12.5	Provisions in power of attorney	24
12.6	Signing of cheques	24
12.7	Committees	24
12.8	Powers delegated to Committees	24
12.9	Appointment of Managing and Executive Directors	24
12.10	Ceasing to be a Managing or Executive Director	24
12.11	One Managing Director exempt	24
12.12		24
12.13	Remuneration of Managing and Executive Directors Powers of Managing and Executive Directors	24
12.14	Delegation of Directors' powers	25
13	Proceedings of Directors	25
13.1		25
13.2	Directors' meetings Director may convene a meeting	25

13.3	Use of technology for Directors' meetings	25
13.4 13.5	Questions decided by majority Alternate Director or proxy and voting	25 25

13.6	Chairman of Board	25
13.7	Absence of chairman at Directors' meeting	25
13.8 13.9	Chairman's casting vote at Directors' meetings Appointment of Alternate Director	26 26

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13.10	Alternate Director and meetings	26
13.11	Alternate Director's powers	26
13.12	Alternate Director responsible for own acts and defaults	26
13.13	Alternate Director and remuneration	26
13.14	Termination of appointment of Alternate Director	26
13.15	Appointment or termination	26
13.16	Alternate Director and number of Directors	27
13.17	Director attending and voting by proxy	27
13.18	Quorum for Directors' meeting	27
13.19	Continuing Directors may act	27
13.20	Chairman of Committee	27
13.21	Meetings of Committee	27
13.22	Determination of questions	27
13.23	Circulating resolutions	28
13.24	Validity of acts of Directors	28
14	Secretary	28
14.1	Appointment of Secretary	28
14.2	Suspension and removal of Secretary	28
14.3	Powers, duties and authorities of Secretary	28
15	Seals	28
	Safe custody of common seals	28
15.1 15.2	Use of common seal	28
		29
16	Inspection of records	29
16.1 16.2	Inspection by Members Right of a Member to inspect	29
17	Dividends and reserves	29

17.1	Payment of dividend	29 29
17.2 17.3	No interest on dividends Calculation and apportionment of dividends	29
17.4	Deductions from dividends	30
17.5	Distribution of specific assets	30
17.6	Resolution of distribution difficulties	30
17.7	Payments in respect of shares	30
17.8	Effectual receipt from one joint holder	30
17.9	Election to reinvest dividend	31
17.10	Election to accept shares instead of dividends	31
17.11	Unclaimed dividends	31
18	Capitalisation of profits	31
18.1	Capitalisation of reserves and profits	31
18.2	Applying a sum for the benefit of Members	31
18.3	Implementing the resolution	31
19	Service of documents	32
19.1	Document includes notice	32
19.2	Form of document	32
19.3	Methods of service	32
19.4	Post	32
19.5	Fax or other electronic means	33
19.6	Evidence of service	33

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19.7 19.8	Joint holders Persons entitled to shares	33 33
20	Winding up	33
20.1 20.2 20.3	Distribution of assets Powers of liquidator to vest property Shares issued on special terms	33 33 33
21	Indemnity and insurance	34
21.1 21.2 21.3	Indemnity Insurance Contract	34 34 34
22	Restricted Securities	34
22.1 22.2 22.3	Definitions Disposal during Escrow Period Breach of Restriction Agreement or Listing Rules	34 35 35
23	Small Holdings	35

23.1 23.2 23.3 23.4 23.5 23.6 23.7 23.8 23.9 23.10 23.11 23.12 23.13 23.14	Definitions Divestment Notice Relevant Period Company can sell Relevant Shares No obligation to sell Company as Member's attorney Conclusive evidence Registering the purchaser Payment of proceeds Costs Remedy limited to damages Dividends and voting suspended Twelve month limit Effect of takeover bid	35 35 36 36 36 36 37 37 37 37 37 38 38 38
	Schedule 1 - Terms of preference shares Schedule 2 - Stapling provisions	39 43

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$\blacksquare$ Interpretation

$1.1$ Definitions

In this Constitution unless the contrary intention appears:

Alternate Director means a person appointed as an alternate director under article 13.9.

ASX means ASX Limited or Australian Securities Exchange as appropriate.

Committee means a committee of Directors constituted under article 12.7.

Company means GDI Property Group Limited ACN , as that name may be changed from time to time.

Constitution means this constitution, and a reference to an article is a reference to an article of this constitution.

Corporations Act means the Corporations Act 2001 (Cwlth).

CS Facility has the same meaning as prescribed CS facility in the Corporations Act.

CS Facility Operator means the operator of a CS Facility.

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

Directors means all or some of the Directors acting as a board.

Executive Director means a person appointed as an executive director under article 12.9.

Issuer Sponsored Holding means a holding on an electronic sub-register maintained by the Company in accordance with the Listing Rules.

Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Managing Director means a person appointed as a managing director under article 12.9.

Member means a person entered in the Register as a holder of shares in the capital of the Company.

Officially Quoted means quotation on the official list of ASX, including when quotation is suspended for a continuous period of not more than 60 days, all times during that period of suspension.

Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time.

Prescribed Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means 5% per annum.

Register means the register of Members of the Company under the Corporations Act and, if appropriate, includes a branch register.

Registered Office means the registered office of the Company.

Representative means a person appointed to represent a corporate Member at a general meeting of the Company in accordance with the Corporations Act.

Restriction Agreement means a restriction agreement in a form set out in the Listing Rules or otherwise approved by ASX.

Secretary means a person appointed under article 14.1 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company.

Stapled Security has the meaning given to that term in the Stapling Provisions.

Stapling Provisions means the provisions relating to Stapling contained in article 2 and in Schedule 2 to this Constitution as the same may be amended or added to from time to time in accordance with that Schedule.

$1.2$ Interpretation

Headings are for convenience only and do not affect interpretation.

In this Constitution unless the contrary intention appears:

words importing any gender include all other genders; $(a)$
the word "person" includes an individual, a firm, a body corporate, a $(b)$ partnership, a joint venture, an unincorporated body or association or an authority:
a reference to a document including this Constitution includes any $(c)$ variation or replacement of it;
the singular includes the plural and vice versa; $(d)$
a reference to legislation includes regulations and other instruments $(e)$ under it and any variation or replacement of any of them;
a power, an authority or a discretion given to a Director, the Directors, the $(f)$ Company in general meeting or a Member may be exercised at any time and from time to time;
"writing" and "written" includes printing, typing and other modes of $(g)$ reproducing words in a visible form including any representation of words in a physical document or in an electronic communication or form or otherwise:
a reference to dollars. A\$ or \$ is a reference to the lawful currency of $(h)$ Australia:

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the word "law" includes common law, principles of equity and legislation, $(i)$ and a reference to legislation includes regulations and other instruments under it and any variation or replacement of any of them;
the meaning of general words is not limited by specific examples $(j)$ introduced by "including", "for example" or "such as" or similar expressions:
a chairman appointed under this Constitution may be referred to as a $(k)$ chairperson, chairwoman or as chair, as appropriate; and
the word "present" in the context of a person being present at a meeting $(1)$ includes participating using technology approved by the Directors in accordance with this Constitution.

$1.3$ Corporations Act

In this Constitution unless the contrary intention appears:

a word or expression defined or used in the Corporations Act has the $(a)$ same meaning when used in this Constitution in a similar context; and
"section" means a section of the Corporations Act. $(b)$

$1.4$ Listing Rules interpretation

In this Constitution, unless the contrary intention appears the expressions "closing price on SEATS", "Takeover Bid" and "Uncertificated Securities" have the same meaning as in the Listing Rules.

$1.5$ Replaceable rules not to apply

The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and do not apply to the Company.

$1.6$ Currency

The Directors may:

differentiate between Members as to the currency in which any amount $(a)$ payable to a Member is paid (whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise);
determine to pay a distribution in a currency other than Australian dollars $(b)$ and the amount payable will be converted from Australian dollars in any manner, at any time and at any exchange rate as the Directors think lit; and
in deciding the currency in which a payment is to be made to a Member, $(c)$ have regard to the registered address of the Member, the register on which a Member's shares are registered and any other matters as the Directors consider appropriate.

Payment in another currency of an amount converted under this article is as between the Company and a Member adequate and proper payment of the amount payable.

$1.7$ Application of Listing Rules

In this Constitution a reference to the Listing Rules only applies while the Company is on the official list of ASX.

While the Company is on the official list of ASX:

despite anything contained in this Constitution, if the Listing Rules $(a)$ prohibit an act being done, the act must not be done;
nothing contained in this Constitution prevents an act being done that the $(b)$ Listing Rules require to be done;
if the Listing Rules require an act to be done or not to be done, authority $(c)$ is given for that act to be done or not to be done as the case may be;
if the Listing Rules require this Constitution to contain a provision and it $(d)$ does not contain such a provision, this Constitution is taken to contain that provision;
if the Listing Rules require this Constitution not to contain a provision and $(e)$ it contains such a provision, this Constitution is taken not to contain that provision; and
if any provision of this Constitution is or becomes inconsistent with the $(f)$ Listing Rules, this Constitution is taken not to contain that provision to the extent of the inconsistency.

$\overline{2}$ Stapling

The Stapling Provisions take effect if determined by the Directors and, if $(a)$ so determined, apply on and from the Stapling Commencement Date unless and until they cease to apply in accordance with this Constitution.
On and from the Stapling Commencement Date: $(b)$
the Stapling Provisions apply and this Constitution is to be read $(i)$ subject to the Stapling Provisions;
subject to articles 1.5 and 1.7, the Stapling Provisions prevail $(ii)$ over all other provisions of this Constitution including any that are expressed to prevail over others, except where this would result in a breach of the Corporations Act, the Listing Rules or any other law; and
without limiting article 2(b)(ii), those articles of this Constitution, $(iii)$ which by their meaning and context apply only while shares are not Stapled do not apply while the shares are Officially Quoted as part of a Stapled Security, including without limitation:
- $(A)$ article 5.3 and articles 5.5 - 5.9; and
- $(B)$ article 6.

3 Share capital

$3.1$ Directors to issue shares

The issue of shares in the Company is under the control of the Directors who may:

issue and cancel shares in the Company; $(a)$
orant options over unissued shares in the Company; and $(b)$
settle the manner in which fractions of a share, however arising, are to be $(c)$ dealt with.

subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares.

$3.2$ Preference shares

The Company may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are:

$(a)$ as set out in schedule 1; or
as approved by a resolution of the Company in accordance with the $(b)$ Corporations Act.

The rights of holders of preference shares issued by the Company other than pursuant to schedule 1, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the Company, and are not determined by or affected by the rights set out in schedule 1.

Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or are at the option of the Company to be. liable to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares.

Subject to the Corporations Act and the Listing Rules, the Company may issue any combination of fully paid, partly paid or unpaid preference shares.

Despite this article 3.2 and schedule 1, the Company may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by ASX.

$3.3$ Class meetings

The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that:

a quorum is constituted by at least two persons who, between them, hold $(a)$ or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and

any holder of shares of the class, present in person or by proxy, or $(b)$ attorney or Representative, may demand a poll.

$3.4$ Non-recognition of interests

Except as required by law, the Company is not required to recognise:

a person as holding a share on any trust; or $(a)$
any other interest in any share or any other right in respect of a share $(b)$ except an absolute right of ownership in the registered holder,

whether or not it has notice of the trust, interest or right.

Joint holders of shares $3.5$

Where two or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship, but the Company is not bound:

to register more than three persons as joint holders of a share; or $(a)$
to issue more than one certificate or holding statement for shares jointly $(b)$ held.

4 Lien

$4.1$ Lien on share

To the extent permitted by law, the Company has a first and paramount lien on every share for:

all due and unpaid calls and instalments in respect of that share; $(a)$
all money which the Company is required by law to pay, and has paid, in $(b)$ respect of that share:
reasonable interest on the amount due from the date it becomes due $(c)$ until payment; and
reasonable expenses of the Company in respect of the default on $(d)$ payment.

$4.2$ Lien on loans under employee incentive schemes

The Company also has a first and paramount lien on each share registered in the name of the Member for all money payable to the Company by the Member under loans made under an employee incentive scheme.

Lien on distributions $4.3$

A lien on a share under article 4.1 or 4.2 extends to all distributions for that share, including dividends.

$4.4$ Exemption from article 4.1 or 4.2

The Directors may at any time exempt a share wholly or in part from the provisions of article 4.1 or 4.2.

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

Company's rights to recover payments 4.6

A Member must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Member, the death of a Member or the Member's shares or any distributions on the Member's shares, including dividends, where the Company is either:

required by law to make the relevant payment; or $(a)$
advised by a lawyer qualified to practice in the jurisdiction of the relevant $(b)$ government or taxing authority that the Company is required by law to make the relevant payment.

The Company is not obliged to advise the Member in advance of its intention to make the payment.

Reimbursement is a debt due 4.7

The obligation of the Member to reimburse the Company is a debt due to the Company as if it were a call on all the Member's shares, duly made at the time when the written demand for reimbursement is given by the Company to the Member. The provisions of this Constitution relating to non-payment of calls. including payment of interest and sale of the Member's shares under lien, apply to the debt.

$4.8$ Sale under lien

Subject to article 4.9, the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien.

4.9 Limitations on sale under lien

A share on which the Company has a lien may not be sold by the Company unless:

an amount in respect of which the lien exists is presently payable; and $(a)$
the Company has, not less than 14 days before the date of sale, given to $(b)$ the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists.

Transfer on sale under lien 4.10

For the purpose of giving effect to a sale under article 4.8, the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money.

Irrequiarity or invalidity 4.11

The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share under article 4.8.

4.12 Proceeds of sale

The proceeds of a sale under article 4.8 must be applied by the Company in payment of the amount in respect of which the lien exists as is presently payable. and the residue, if any, must be paid to the person entitled to the share immediately before the sale.

Calls on shares 5

$5.1$ Directors to make calls

The Directors may:

make calls on a Member in respect of any money unpaid on the shares $(a)$ of that Member, if the money is not by the terms of issue of those shares made payable at fixed times;
make a call payable by instalments; and $(b)$
$(c)$ revoke or postpone a call.

$5.2$ Time of call

A call is taken to be made at the time when the resolution of the Directors authorising the call is passed.

$5.3$ Members' liability

On receiving not less than 30 business days' notice specifying the time or times and place of payment, each Member must pay to the Company by the time or times, and at the place, specified in the notice the amount called on that Member's shares.

5.4 Joint holders' liability

The joint holders of a share are jointly and individually liable to pay all calls in respect of the share.

Non-receipt of notice $5.5$

The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Member does not invalidate the call.

5.6 Interest on default

If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest on the sum from the day it is due to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part.

5.7 Fixed instalments

Subject to any notice requirements under the Listing Rules, if the terms of a share make a sum payable on issue of the share or at a fixed date, this is taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In the case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

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Differentiation between holders as to calls 5.8

The Directors may, on the issue of shares, differentiate between the holders of the shares as to the amount of calls to be paid and the times of payment.

5.9 Prepayment of calls and interest

The Directors may:

accept from a Member the whole or a part of the amount unpaid on a $(a)$ share even if no part of that amount has been called; and
authorise payment by the Company of interest on the whole or any part of $(b)$ an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Prescribed Interest Rate, as is agreed between the Directors and the Member paying the sum.

Forfeiture of shares 6

Notice requiring payment of call $6.1$

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

$6.2$ Contents of notice

The notice must name a further day, which is at least 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

$6,3$ Forfeiture for failure to comply with notice

If a notice under article 6.1 has not been complied with by the date specified in the notice, the Directors may by resolution forfeit the relevant shares, at any time before the payment required by the notice has been made.

$6.4$ Dividends and distributions included in forfeiture

A forfeiture under article 6.3 includes all dividends and other distributions to be made in respect of the forfeited shares which have not been paid or distributed before the forfeiture.

Sale or re-issue of forfeited shares 6.5

Subject to the Corporations Act, a share forfeited under article 6.3 may be sold, re-issued or otherwise disposed of to such person and on such terms as the Directors think fit.

6.6 Notice of forfeiture

If any share is forfeited under article 6.3, notice of the forfeiture must be given to the Member holding the share immediately before the forfeiture and an entry of

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the forfeiture and its date must be made in the Register. Any failure to give notice or enter the forfeiture in the Register does not invalidate the forfeiture.

6.7 Surrender instead of forfeiture

The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they think fit and any share so surrendered is taken to be a forfeited share.

$6.8$ Cancellation of forfeiture

At any time before a sale, re-issue or disposal of a share under article 6.5, the forfeiture of that share may be cancelled on such terms as the Directors think fit.

Effect of forfeiture on former holder's liability 6.9

A person whose shares have been forfeited:

ceases to be a Member in respect of the forfeited shares; and $(a)$
remains liable to pay the Company all money that, at the date of $(b)$ forfeiture, was payable by that person to the Company in respect of the shares, plus interest at the Prescribed Interest Rate from the date of forfeiture and the reasonable expenses of the sale of the shares, until the Company receives payment in full of all money (including interest and expenses) so payable in respect of the shares.

$6.10$ Evidence of forfeiture

A written statement declaring that the person making the statement is a Director or a Secretary, and that a share in the Company has been forfeited in accordance with this Constitution on the date declared in the statement, is evidence of the facts in the statement as against all persons claiming to be entitled to the share.

$6.11$ Transfer of forfeited share

The Company may receive any consideration given for a forfeited share on any sale, re-issue or disposal of the share under article 6.5 and may execute or effect a transfer of the share in favour of the person to whom the share is sold, reissued or disposed.

6.12 Registration of transferee

On the execution of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as consideration.

Irregularity or invalidity 6.13

The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale, re-issue or disposal of the share.

Transfer of shares 7

$7.1$ Forms of instrument of transfer

Subject to this Constitution and the Listing Rules, a share in the Company is transferable:

$\left(\begin{array}{c} 1 \ 1 \end{array}\right)$

as provided by the Operating Rules of a CS Facility if applicable; or $(a)$
by any other method of transfer which is required or permitted by the $(b)$ Corporations Act and ASX.

$7.2$ Execution and delivery of transfer

If a duly completed instrument of transfer:

is used to transfer a share in accordance with article 7.1(b); and $(a)$
is left for registration at the share registry of the Company, accompanied $(b)$ by any information that the Directors properly require to show the right of the transferor to make the transfer,

the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as the holder of the share.

Effect of registration $7.3$

$\mathcal{L}_{\mathcal{A}}$

$\sim$ $\sim$

Except as provided by any applicable Operating Rules of a CS Facility, a transferor of a share remains the holder of the share transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share.

Company to register forms without charge $7.4$

The Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without imposing a charge except where a charge is permitted by the Listing Rules.

$7.5$ Power to refuse to register

If permitted by the Listing Rules, the Directors may:

request any applicable CS Facility Operator to apply a holding lock to $(a)$ prevent a transfer of shares in the Company from being registered on the CS Facility's subregister; or
refuse to register a transfer of shares in the Company to which paragraph $(b)$ (a) does not apply.

Obligation to refuse to register $7.6$

The Directors must:

request any applicable CS Facility Operator to apply a holding lock to $(a)$ prevent transfer of shares in the Company from being registered on the CS Facility's subregister; or
refuse to register any transfer of shares in the Company to which $(b)$ paragraph (a) does not apply,

if:

the Listing Rules require the Company to do so; or $(c)$
the transfer is in breach of the Listing Rules or a Restriction Agreement. $(d)$

Written notice to security holder of holding lock or refusal $7.7$

If in the exercise of their rights under articles 7.5 and 7.6 the Directors request application of a holding lock to prevent a transfer of shares in the Company or refuse to register a transfer of shares they must give written notice of the request or refusal to the holder of the shares, the transferee and any broker lodging the transfer. Failure to give notice does not invalidate the decision of the Directors.

$7.8$ Company to retain instrument of transfer

The Company must retain every instrument of transfer which is registered for the period required by any applicable law.

Transmission of shares 8

Transmission of shares on death $8.1$

If a Member who does not hold shares jointly dies, the Company will recognise only the personal representative of the Member as being entitled to the Member's interest in the shares.

$8.2$ Information given by personal representative

If the personal representative gives the Directors the information they reasonably require to establish the representative's entitlement to be registered as a holder of the shares:

the personal representative may: $(a)$
by giving a signed notice to the Company, elect to be registered $(i)$ as the holder of the shares: or
by giving a completed transfer form to the Company, transfer the $(ii)$ shares to another person; and
the personal representative is entitled, whether or not registered as the $(b)$ holder of the shares, to the same rights as the Member.

On receiving an election under paragraph (a)(i), the Company must register the personal representative as the holder of the shares.

A transfer under paragraph (a)(ii) is subject to the articles that apply to transfers generally.

Death of joint owner 8.3

If a Member who holds shares jointly dies, the Company will recognise only the survivor as being entitled to the Member's interest in the shares. The estate of the Member is not released from any liability in respect of the shares.

8.4 Transmission of shares on bankruptcy

If a person entitled to shares because of the bankruptcy of a Member gives the Directors the information they reasonably require to establish the person's entitlement to be registered as the holder of the shares, the person may:

by giving a signed notice to the Company, elect to be registered as the $(a)$ holder of the shares; or

$\left(\begin{array}{c} 1 \ 1 \end{array}\right)$

by giving a completed transfer form to the Company, transfer the shares $(b)$ to another person.

On receiving an election under paragraph (a), the Company must register the person as the holder of the shares.

A transfer under paragraph (b) is subject to the articles that apply to transfers generally.

This article has effect subject to the Bankruptcy Act 1966 (Cwlth).

Transmission of shares on mental incapacity 8.5

If a person entitled to shares because of the mental incapacity of a Member gives the Directors the information they reasonably require to establish the person's entitlement to be registered as the holder of the shares:

the person may: $(a)$
by giving a signed notice to the Company, elect to be registered $(i)$ as the holder of the shares; or
by giving a completed transfer form to the Company, transfer the $(ii)$ shares to another person; and
the person is entitled, whether or not registered as the holder of the $(b)$ shares, to the same rights as the Member.

On receiving an election under paragraph (a)(i), the Company must register the person as the holder of the shares.

A transfer under paragraph (a)(ii) is subject to the articles that apply to transfers generally.

$\mathbf Q$ General meetings

Annual general meeting $9.1$

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

$9.2$ Convening a general meeting

The Directors may convene and arrange to hold a general meeting of the Company whenever they think fit and must do so if required to do so under the Corporations Act.

Use of technology at general meetings 9.3

The Company may hold a meeting of Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

Notice of general meeting 9.4

Notice of a general meeting must be given in accordance with article 19, the Corporations Act and the Listing Rules.

$\mathcal{N}_{\mathcal{A}}$

9.5 Calculation of period of notice

In computing the period of notice under article 9.4, both the day on which the last notice to Members is given or taken to be given and the day of the meeting convened by it are to be disregarded.

Cancellation or postponement of a meeting $9.6$

Where a general meeting (including an annual general meeting) is convened by the Directors they may by notice, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them or change the place for the meeting.

This article 9.6 does not apply to a meeting convened in accordance with the Corporations Act by a single Director, by Members, by the Directors on the request of Members or to a meeting convened by a court.

9.7 Notice of cancellation or postponement of a meeting

Notice of cancellation or postponement or change of place of a general meeting must state the reason for cancellation or postponement and be:

published in a daily newspaper circulating in Australia; $(a)$
given to ASX; or $(b)$
subject to the Corporations Act and the Listing Rules, given in any other $(c)$ manner determined by the Directors.

9.8 Contents of notice of postponement of meeting

A notice of postponement of a general meeting must specify:

the postponed date and time for the holding of the meeting; $(a)$
a place for the holding of the meeting which may be either the same as $(b)$ or different from the place specified in the notice convening the meeting; and
if the meeting is to be held in two or more places, the technology that will $(c)$ be used to facilitate the holding of the meeting in that manner.

9.9 Number of clear days for postponement of meeting

The number of clear days from the giving of a notice postponing the holding of a general meeting to the date specified in that notice for the holding of the postponed meeting must not be less than the number of clear days' notice of the general meeting required to be given by this Constitution or the Corporations Act.

$9.10$ Business at postponed meeting

The only business that may be transacted at a postponed general meeting is the business specified in the original notice convening the meeting.

$9.11$ Proxy, attorney or Representative at postponed meeting

Where by the terms of an instrument appointing a proxy or attorney or an appointment of a Representative:

$\int_{-\infty}^{\infty}$

the appointed person is authorised to attend and vote at a general $(a)$ meeting or general meetings to be held on or before a specified date; and
the date for holding the meeting is postponed to a date later than the date $(b)$ specified in the instrument of proxy, power of altorney or appointment of Representative,

then, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney or appointment of Representative unless the Member appointing the proxy, attorney or Representative gives to the Company at its Registered Office written notice to the contrary not less than 48 hours before the lime to which the holding of the meeting has been postponed.

Non-receipt of notice 9.12

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

Director entitled to notice of meeting 9.13

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

Proceedings at general meetings $10$

Membership at a specified time $10.1$

The Directors may determine, for the purposes of a particular general meeting, that all the shares that are quoted on ASX at a specified time before the meeting are taken to be held at the time of the meeting by the persons who hold them at the specified time. The determination must be made and published in accordance with the Corporations Act.

$10.2$ Number for a quorum

Subject to article 10.5, two Members present in person or by proxy, attorney or Representative are a guorum at a general meeting. In determining whether a quorum is present, each individual attending as a proxy, attorney or Representative is to be counted, except that:

where a Member has appointed more than one proxy, attorney or $(a)$ Representative, only one is to be counted; and
where an individual is attending both as a Member and as a proxy. $(b)$ attorney or Representative, that individual is to be counted only once.

10.3 Requirement for a quorum

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the time the first item of business is transacted, it is taken to be present when the meeting proceeds to consider each subsequent item of business unless the

chairman of the meeting (on the chairman's own motion or at the request of a Member, proxy, attorney or Representative who is present) declares otherwise.

10.4 If quorum not present

If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting:

if convened by a Director, or at the request of Members, is dissolved; and $(a)$
in any other case, stands adjourned to the same day in the next week $(b)$ and the same lime and place, or to such other day, time and place as the Directors appoint by notice to the Members and others entitled to notice of the meeting.

Adjourned meeting 10.5

At a meeting adjourned under article 10.4(b), two persons each being a Member, proxy, attorney or Representative present at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

Appointment of chairman of general meeting 10.6

If the Directors have elected one of their number as chairman of their meetings. that person is entitled to preside as chairman at a general meeting.

Absence of chairman at general meeting 10.7

If a general meeting is held and:

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

the following may preside as chairman of the meeting (in order of precedence):

any deputy chairman; $(c)$
a Director chosen by a maiority of the Directors present; $(d)$
the only Director present; or $(e)$
$(f)$ a Member chosen by a majority of the Members present in person or by proxy, attorney or Representative.

Conduct of general meetings $10.8$

The chairman of a general meeting:

has charge of the general conduct of the meeting and the procedures to $(a)$ be adopted at the meeting;
may require the adoption of any procedure which is in the chairman's $(b)$ opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and

€.

may, having regard where necessary to the Corporations Act, terminate $(c)$ discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting,

and a decision by the chairman under this article is final.

Adjournment of general meeting 10.9

The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and place, but:

in exercising the discretion to do so, the chairman may, but need not. $(a)$ seek the approval of the Members present in person or by proxy, attorney or Representative; and
$(b)$ only unfinished business is to be transacted at a meeting resumed after an adjournment.

Unless required by the chairman, a vote may not be taken or demanded by the Members present in person or by proxy, attorney or Representative in respect of any adjournment.

10.10 Notice of adjourned meeting

It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

10.11 Questions decided by majority

Subject to the requirements of the Corporations Act, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

10.12 No casting vote for chairman

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

10.13 Voting on show of hands

At any general meeting a resolution out to the vote of the meeting must be decided on a show of hands unless a poll is effectively demanded and the demand is not withdrawn. A declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the chairman nor the minutes need state, and it is not necessary to prove. the number or proportion of the votes recorded in favour of or against the resolution.

10.14 Poll

If a poll is effectively demanded:

on the election of a chairman or on a question of adjournment, it must be $(b)$ laken immediately;
the demand may be withdrawn: and $(c)$
$(d)$ the demand does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

10.15 Entitlement to vote

Subject to this Constitution, the Corporations Act and to any rights or restrictions for the time being attached to any class or classes of shares:

$(a)$ on a show of hands, each Member present in person and each other person present as a proxy, attorney or Representative of a Member has one vote; and
$(b)$ on a poll:
each Member present in person has one vote for each fully paid $(i)$ share held by the Member; and
$(ii)$ each person present as proxy, attorney or Representative of a Member has one vote for each fully paid share held by the Member that the person represents.

A Member is not entitled to vote at a general meeting in respect of shares which are the subject of a current Restriction Agreement for so long as any breach of that agreement subsists.

10.16 Voting on a poll for partly paid shares

Subject to article 10.19 and the terms on which shares are issued, if a Member holds partly paid shares, the number of votes the Member has in respect of those shares on a poll is determined as follows:

$$
\frac{A \times B}{C} = D
$$

where:

A is the number of those shares held by the Member;

B is the amount paid on each of those shares excluding any amount:

paid or credited as paid in advance of a call; and $(a)$
$(b)$ credited as paid on those shares to the extent that it exceeds the value (ascertained at the time of issue of those shares) of the consideration received for the issue of those shares;

C is the issue price of each of those shares; and

D is the number of votes attached to those shares.

10.17 Fractions disregarded for a poll

On the application of article 10.16, any fraction which arises is to be disregarded.

10.18 Joint shareholders' vote

÷.

$\ddot{\phantom{0}}$ .

If a share is held jointly and more than one Member votes in respect of that share, only the vote of the Member whose name appears first in the Register counts.

10.19 Effect of unpaid call

A Member is not entitled at a general meeting to cast a vote attached to a share on which a call is due and payable and has not been paid.

10.20 Validity of vote in certain circumstances

Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a person votes as a proxy, attorney or Representative, a vote cast by that person is valid even if, before the person votes:

the appointing Member dies; $(a)$
the Member is mentally incapacitated; $(b)$
the Member revokes the appointment or authority: $(c)$
the Member revokes the authority under which the appointment was $(d)$ made by a third party; or
the Member transfers the share in respect of which the appointment or $(e)$ authority was given.

10.21 Objection to voting qualification

An objection to the right of a person to attend or vote at the meeting or adjourned meeting:

may not be raised except at that meeting or adjourned meeting; and $(a)$
must be referred to the chairman of the meeting, whose decision is final. $(b)$

A vote not disallowed under the objection is valid for all purposes.

$11$ The Directors

$11.1$ Number of Directors

Unless otherwise determined by the Company in general meeting, the number of Directors is to be not less than three nor more than:

$(a)$ a maximum number of ten; or
$(b)$ any lesser number than ten determined as the board limit by the Directors in accordance with the Corporations Act and subject to article 11.2 (but the number must not be less than the number of Directors in office at the time the determination takes effect).

$11.2$ Change of number of Directors

Subject to the Corporations Act, the Company in general meeting may approve by ordinary resolution a board limit proposed by the Directors to increase or reduce the number of Directors.

Retirement and election of Directors $11.3$

A Director must not hold office without re-election: $(a)$

past the third annual general meeting following the Director's $(i)$ appointment or last election; or
$(ii)$ for more than three years,

whichever is the longer.

There must be an election of Directors at each annual general meeting of $(b)$ the Company. This can be satisfied by one or more of the following, so long as the number of Directors determined in accordance with article 11.1 is not exceeded:
a person standing for election as a new Director having $(i)$ nominated in accordance with article 11.6;
any Director who was appointed under article 11.7 standing for $(ii)$ election as a Director;
any Director who is retiring at the end of the annual general $(iii)$ meeting due to the tenure limitation in article 11.3(a), standing for re-election: or
if no person or Director is standing for election or re-election in $(iv)$ accordance with paragraphs (i), (ii) or (iii), then the Director who has been a Director the longest without re-election must retire and stand for re-election. If two or more Directors have been a Director the longest and an equal time without re-election, then in default of agreement, the Director to retire will be determined by ballot.
This article does not apply to one Managing Director who is exempt from $(c)$ retirement and re-election in accordance with article 12.11.

Office held until conclusion of meeting 11.4

A retiring Director holds office until the conclusion of the meeting at which that Director retires but is eligible for re-election.

$11.5$ Director elected at general meeting

The Company may, at a general meeting at which a Director retires or otherwise vacates office, by resolution fill the vacated office by electing a person to that office.

Eligibility for election as Director 11.6

Except for:

a person who is eligible for election or re-election under article 11.3, 11.7; $(a)$ or

$\sim$

a person recommended for election by the Directors, $(b)$

a person is not eligible for election as a Director at a general meeting of the Company unless a consent to nomination signed by the person has been lodged at the Registered Office at least 45 business days before the meeting.

Casual vacancy or additional Director $11.7$

The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the maximum number specified in article $11.1(a)$ .

A Director appointed under this article holds office until the conclusion of the next annual general meeting of the Company but is eligible for election at that meeting. This provision does not apply to one Managing Director nominated by the Directors under article 12.11.

$11.8$ Remuneration of Directors

The Directors are to be remunerated for their services as Directors as follows:

the amount of the remuneration of the Directors is a yearly sum not $(a)$ exceeding \$3,000,000 (three million dollars) per annum or such greater sum per annum from time to time determined by the Company in general meeting. The notice convening the meeting must include any proposal to increase the Directors' remuneration and specify both the amount of any increase and the new yearly sum proposed for determination;
the amount of the remuneration of the Directors is to be divided among $(b)$ them in the proportion and manner they agree or, in default of agreement, among them equally;
the remuneration is to be provided wholly in cash unless the Directors, $(c)$ with the agreement of the Director concerned, determine that part is to be satisfied in the form of non-cash benefits, including the issue or purchase of shares in the Company or the grant of options to subscribe for such shares. The sum determined by the Company in general meeting under article 11.8(a) does not include remuneration in the form of share, option or other equity plans approved separately by the Company in general meeting;
in making a determination under paragraph (c), the Directors may fix the $(d)$ value of any non-cash benefit; and
the Directors' remuneration accrues from day to day, except for any non- $(e)$ cash benefit which is taken to accrue at the time the benefit is provided. subject to the terms on which the benefit is provided.

This article does not apply to the remuneration of the Managing Director or any other Director appointed under article 12.9.

Superannuation contributions 11.9

If required by law, the Company may make contributions to a fund for the purpose of making provision for or obtaining superannuation benefits for a Director.

Additional or special duties 11.10

If a Director at the request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may be either in addition to or in substitution for that Director's remuneration under article 11.8.

11.11 Retirement benefit

Subject to the Listing Rules and Corporations Act, the Company may pay a former Director, or the personal representative of a Director who dies in office. a retirement benefit in recognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director providing for payment of a retirement benefit. A retirement benefit paid under this article is not remuneration to which article 11.8 applies.

11.12 Expenses

A Director is entitled to be reimbursed out of the funds of the Company such reasonable travelling, accommodation and other expenses as the Director may incur when travelling to or from meetings of the Directors or a Committee or when otherwise engaged on the business of the Company.

11.13 Director's interests

Subject to complying with the Corporations Act regarding disclosure of and voting on matters involving material personal interests, a Director may:

hold any office or place of profit in the Company, except that of auditor; $(a)$
hold any office or place of profit in any other company, body corporate, $(b)$ trust or entity promoted by the Company or in which it has an interest of any kind:
enter into any contract or arrangement with the Company; $(c)$
participate in any association, institution, fund, trust or scheme for past or $(d)$ present employees of the Company or Directors or persons dependent on or connected with them;
act in a professional capacity (or be a member of a firm which acts in a $(e)$ professional capacity) for the Company, except as auditor;
participate in, vote on and be counted in a quorum for any meeting, $(f)$ resolution or decision of the Directors and may be present at any meeting where any matter is being considered by the Directors;
sign or participate in the execution of a document by or on behalf of the $(q)$ Company if authorised by the other Directors:
do any of the above despite the fiduciary relationship of the Director's $(h)$ otfice:
without any liability to account to the Company for any direct or $(i)$ indirect benefit accruing to the Director: and
without affecting the validity of any contract or arrangement; and $(ii)$
exercise the voting power conferred by securities in any entity held by the $(i)$ Company, as they determine including in circumstances where a Director may be interested in the exercise, such as a resolution appointing a Director as an officer of the entity or providing for the payment of remuneration to officers of the entity.

A reference to the Company in this article 11.13 is also a reference to each related body corporate of the Company.

11.14 Vacation of office of Director

In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:

$(a)$ is a Managing or Executive Director and ceases to be employed by the Company or a related body corporate;
$(b)$ becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
resigns from the office by notice in writing to the Company; $(c)$
is not present personally or by proxy or Alternate Director at meetings of $(d)$ the Directors for a continuous period of six months without leave of absence from the Directors: or
is removed from office by resolution under section 203D of the $(e)$ Corporations Act, but without depriving the Director of any compensation or damages pavable to the Director in respect of the termination of the Director's appointment as a Director or of an appointment terminating with that appointment.

$12$ Powers and duties of Directors

$12.1$ Directors to manage Company

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

$12.2$ Specific powers of Directors

Without limiting the generality of article 12.1, the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

$12.3$ Duties of Directors

The Directors must act in good faith and in the best interests of the Company as a whole. Subject to this duty, a Director appointed by a particular Member may have regard to, and act in the interests of, their appointing Member.

Appointment of attorney $12.4$

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for the purposes and with the powers. authorities and discretions vested in or exercisable by the Directors for such period and subject to such conditions as they think fit.

х.

$12.5$ Provisions in power of attorney

A power of attorney granted under article 12.4 may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

12.6 Signing of cheques

The Directors may determine the manner in which and persons by whom cheques, promissory notes, bankers' drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Company, may be signed, drawn, accepted, endorsed or otherwise executed.

$12.7$ Committees

The Directors may delegate any of their powers, other than powers required by law to be dealt with by Directors as a board, to a Committee or Committees consisting of one or more of their number as they think fit.

$12.8$ Powers delegated to Committees

A Committee to which any powers have been delegated under article 12.7 must exercise those powers in accordance with any directions of the Directors.

12.9 Appointment of Managing and Executive Directors

The Directors may appoint an employee of the Company or one of its subsidiaries to the office of managing director or executive director of the Company, to hold office as Director for the period determined at the time of appointment, but not to exceed the term of employment of the employee.

The Directors may, subject to the terms of any employment contract between the relevant Director and the Company or subsidiary, at any time remove or dismiss any Managing Director or Executive Director from employment with that company, in which event the appointment as a Director will automatically cease.

12.10 Ceasing to be a Managing or Executive Director

Subject to article 12.11, a Managing Director or Executive Director appointed under article 12.9 is subject to re-election as director in accordance with article 11.3. If re-elected, their term as Director ends when their employment contract with the Company or its subsidiary ceases.

12.11 One Managing Director exempt

One Managing Director, nominated by the Directors, is, while holding that office, exempt from retirement by rotation under article 11.3.

12.12 Remuneration of Managing and Executive Directors

The remuneration of a Managing Director or an Executive Director may be fixed by the Directors and may be by way of salary or commission or participation in profits or by all or any of those modes, but may not be by a commission on or percentage of operating revenue.

12.13 Powers of Managing and Executive Directors

The Directors may:

confer on a Managing Director or an Executive Director such of the $(a)$ powers exercisable by them, on such terms and conditions and with such restrictions, as they think fit; and
withdraw or vary any of the powers conferred on a Managing Director or $(b)$ an Executive Director.

12.14 Delegation of Directors' powers

The Directors may delegate any of their powers to any persons they select for any period, to be exercised for any objects and purposes on any terms and subject to any conditions and restrictions as they think fit, and may revoke, withdraw, alter or vary the delegation of any of those powers.

The powers of delegation expressly or impliedly conferred by this Constitution on the Directors are conferred in substitution for, and to the exclusion of, the power conferred by section 198D of the Corporations Act.

$13$ Proceedings of Directors

$13.1$ Directors' meetings

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

13.2 Director may convene a meeting

A Director may at any time, and the Secretary must on the written request of a Director, convene a meeting of the Directors.

Use of technology for Directors' meetings 13.3

A Directors' meeting may be called or held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw their consent within a reasonable period before the meeting.

Questions decided by majority 13.4

A question arising at a meeting of Directors is to be decided by a maiority of votes of Directors present and entitled to vote and that decision is for all purposes a decision of the Directors.

Alternate Director or proxy and voting 13.5

A person who is present at a meeting of Directors as an Alternate Director or as a proxy for another Director has one vote for each absent Director who would be entitled to vote if present at the meeting and for whom that person is an Alternate Director or proxy and, if that person is also a Director, has one vote as a Director in that capacity.

13.6 Chairman of Board

The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elected as chairman is to hold office.

Absence of chairman at Directors' meeting $13.7$

If a Directors' meeting is held and:

٠.

a chairman has not been elected under article 13.6; or $(a)$
the chairman is not present within 10 minutes after the time appointed for $(b)$ the holding of the meeting or is unable or unwilling to act,

the Directors present must elect one of their number to be a chairman of the meeting.

Chairman's casting vote at Directors' meetings $13.8$

If there are an equal number of votes for and against a question, the chairman of the Director's meeting has a casting vote, unless only two Directors are present and entitled to vote on the question.

13.9 Appointment of Alternate Director

Subject to the Corporations Act, a Director may appoint a person approved by a majority of the other Directors to be his or her Alternate Director in the Director's place during such period as the Director thinks fit.

13.10 Alternate Director and meetings

An Alternate Director is entitled to notice of all meetings of the Directors and, if the appointor does not participate in a meeting, the Allernate Director is entitled to participate and vote in the appointor's place.

13.11 Alternate Director's powers

An Alternate Director may exercise all the powers of the appoint or except the power to appoint an Alternate Director and, subject to the Corporations Act, may perform all the duties of the appointor except to the extent that the appointor has exercised or performed them.

13.12 Alternate Director responsible for own acts and defaults

While acting as a Director, an Alternate Director:

is an officer of the Company and not the agent of the appointor; and $(a)$
is responsible to the exclusion of the appointor for the Alternate Director's $(b)$ own acts and defaults.

13.13 Alternate Director and remuneration

An Alternate Director is not entitled to receive from the Company any remuneration or benefit under article 11.9 or 11.11.

13.14 Termination of appointment of Alternate Director

The appointment of an Alternate Director may be terminated at any time by the appointor even if the period of the appointment of the Alternate Director has not expired, and terminates in any event if the appointor ceases to be a Director for any reason.

13.15 Appointment or termination

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

13.16 Alternate Director and number of Directors

An Alternate Director is not to be taken into account separately from the appointor in determining the number of Directors.

13.17 Director attending and voting by proxy

A Director may participate in and vote by proxy at a meeting of the Directors if the proxy:

is another Director; and $(a)$
the appointment is signed by the appointor. $(b)$

The appointment may be general or for one or more particular meetings. A Director present as a proxy for another Director, who would be entitled to vote if present at the meeting, has one vote for the appointor and one vote in his or her own capacity as a Director.

13.18 Quorum for Directors' meeting

At a meeting of Directors, the number of Directors whose presence in person or by proxy is necessary to constitute a quorum is as determined by the Directors and, unless so determined, is two.

13.19 Continuing Directors may act

The continuing Directors may act despite a vacancy in their number. If their number is reduced below the minimum fixed by article 11.1, the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or to convene a general meeting.

13.20 Chairman of Committee

The members of a Committee may elect one of their number as chairman of their meetings. If a meeting of a Committee is held and:

a chairman has not been elected; or $(a)$
the chairman is not present within 10 minutes after the time appointed for $(b)$ the holding of the meeting or is unable or unwilling to act,

the members involved may elect one of their number to be chairman of the meeting.

13.21 Meetings of Committee

A Committee may meet and adjourn as it thinks proper.

13.22 Determination of questions

Questions arising at a meeting of a Committee are to be determined by a majority of votes of the members of the Committee present and voting.

If there are an equal number of votes for and against a question, the chairman of the meeting has a casting vote, unless only two members of the Committee are present and entitled to vote on the question.

13.23 Circulating resolutions

The Directors may pass a resolution without a Directors' meeting being held if all of the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by the Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Director signs.

Validity of acts of Directors 13.24

All acts done at a meeting of the Directors or of a Committee, or by a person acting as a Director are, even if it is afterwards discovered that:

there was a defect in the appointment or continuance in office of a $(a)$ person as a Director or of the person so acting; or
a person acting as a Director was disqualified or was not entitled to vote, $(b)$

as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to vote.

$14$ Secretary

Appointment of Secretary $14.1$

The Company must have at least one Secretary who is to be appointed by the Directors.

14.2 Suspension and removal of Secretary

The Directors may suspend or remove a Secretary from that office.

Powers, duties and authorities of Secretary $14.3$

A Secretary holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, as determined by the Directors. The exercise of those powers and authorities and the performance of those duties by a Secretary is subject at all times to the control of the Directors.

15 Seals

$15.1$ Safe custody of common seals

The Directors must provide for the safe custody of any seal of the Company.

15.2 Use of common seal

If the Company has a common seal or duplicate common seal:

it may be used only by the authority of the Directors, or of a Committee $(a)$ authorised by the Directors to authorise its use; and
every document to which it is affixed must be signed by a Director and be $(b)$ countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

Inspection of records 16

$16.1$ Inspection by Members

Subject to the Corporations Act, the Directors may determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of Members (other than Directors).

16.2 Right of a Member to inspect

A Member (other than a Director) does not have the right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting.

17 Dividends and reserves

$17.1$ Payment of dividend

Subject to the Corporations Act, this Constitution and the terms of issue or rights of any shares with special rights to dividends, the Directors may declare or determine that a dividend is payable, fix the amount and the time for payment and authorise the payment or crediting by the Company to, or at the direction of, each Member entitled to that dividend.

$17.2$ No interest on dividends

Interest is not payable by the Company on a dividend.

Calculation and apportionment of dividends 17.3

Subject to the rights of any persons entitled to shares with special rights as to dividend and to the terms of issue of any shares to the contrary, all sums that the Company determines are to be distributed among the Members as dividends are divisible among the Members so that, on each occasion on which a dividend is paid:

the same sum is paid on each share on which all amounts payable have $(a)$ been paid; and
the sum paid on a share on which all amounts payable have not been $(b)$ paid is the proportion of the sum referred to in paragraph (a) that the amount paid on the shares bears to the total of the amounts paid and payable on the share.

To determine the amount paid on a share, exclude any amount:

paid or credited as paid in advance of a call; and $(c)$
credited as paid on a share to the extent that it exceeds the value $(d)$ (ascertained at the time of issue of the share) of the consideration received for the issue of the share.

All dividends are to be apportioned and paid proportionately to the amounts paid on the shares during any portion or portions of the period for which the dividend is paid, but, if any share is issued on terms providing that it will rank for dividend as from a particular date, that share ranks for dividend accordingly.

Deductions from dividends $17.4$

The Directors may deduct from any dividend payable to, or at the direction of, a Member any sums presently payable by that Member to the Company on account of calls or otherwise in relation to shares in the Company.

Distribution of specific assets 17.5

When resolving to pay a dividend, the Directors may:

resolve that the dividend be satisfied either wholly or partly by the $(a)$ distribution of specific assets to some or all of the persons entitled to the dividend, including fully paid shares in or debentures of the Company or fully paid shares in or debentures of any other body corporate; and
direct that the dividend payable on any particular shares be satisfied $(b)$ wholly or partly by such a distribution and that the dividend payable on other shares be paid in cash.

Resolution of distribution difficulties 17.6

If a difficulty arises in regard to a distribution under article 17.5, the Directors may:

settle the matter as they consider expedient; $(a)$
fix the value for distribution of the specific assets or any part of those $(b)$ assets:
determine that cash payments will be made to, or at the direction of, any $(c)$ Members on the basis of the value so fixed in order to adjust the rights of all parties: and
vest any such specific assets in trustees as the Directors consider $(d)$ expedient.

If a distribution of specific assets to, or at the direction of, a particular Member or Members is illegal or, in the Directors' opinion, impracticable the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

$17.7$ Payments in respect of shares

A dividend, interest or other money payable in cash in respect of shares may be paid using any payment method chosen by the Company, including:

by cheque sent through the post directed to the address in the Reaister $(a)$ of the holder or, in the case of joint holders, to the address of the joint holder first named in the Register;
by cheque sent through the post directed to such other address as the $(b)$ holder or joint holder directs in writing; or
by some other method of direct credit determined by the Directors to the $(c)$ holder or holders shown on the Register or to such person or place directed by them.

17.8 Effectual receipt from one joint holder

Any one of two or more joint holders may give an effectual receipt for any dividend, interest or other money payable in respect of the shares held by them as joint holders.

17.9 Election to reinvest dividend

Subject to the Listing Rules, the Directors may grant to Members or any class of Members the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on such terms and conditions as the Directors think fit.

17.10 Election to accept shares instead of dividends

Subject to the Listing Rules, the Directors may determine for any dividend which it is proposed to pay on any shares of the Company that holders of the shares may elect:

to forego the right to share in the proposed dividend or part of such $(a)$ proposed dividend; and
to receive instead an issue of shares credited as fully paid on such terms $(b)$ as the Directors think fit.

Unclaimed dividends $17.11$

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

Capitalisation of profits 18

Capitalisation of reserves and profits 18.1

The Directors:

may resolve to capitalise any sum, being the whole or a part of the $(a)$ amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Members; and
$(b)$ may, but need not, resolve to apply the sum in any of the ways mentioned in article 18.2, for the benefit of Members in the proportions to which those Members would have been entitled in a distribution of that sum by way of dividend.

18.2 Applying a sum for the benefit of Members

The ways in which a sum may be applied for the benefit of Members under article 18.1 are:

in paying up any amounts unpaid on shares held by Members: $(a)$
in paying up in full unissued shares or debentures to be issued to $(b)$ Members as fully paid; or
partly as mentioned in paragraph (a) and partly as mentioned in $(c)$ paragraph (b).

Implementing the resolution 18.3

The Directors may do all things necessary to give effect to the resolution under article 18.1 and, in particular, to the extent necessary to adjust the rights of the Members among themselves, may:

make cash payments in cases where shares or debentures become $(a)$ issuable in fractions:
authorise any person to make, on behalf of all or any of the Members $(b)$ entitled to any further shares or debentures on the capitalisation, an agreement with the Company providing for:
the issue to them, credited as fully paid up, of any further shares $(i)$ or debentures; or
the payment by the Company on their behalf of the amounts or $(i)$ 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.

and any agreement so made is effective and binding on all the Members concerned:

fix the value of specified assets; or $(c)$
vest property in trustees. $(d)$

19 Service of documents

$19.1$ Document includes notice

In article 19, a reference to a document includes a notice and a notification by electronic means.

19.2 Form of document

Unless expressly stated otherwise in this Constitution, all notices, certificates, statements, demands, appointments, directions and other documents referred to in this Constitution must be in writing.

19.3 Methods of service

The Company may give a document to a Member:

personally: $(a)$
by delivering it or sending it by post to the address for the Member in the $(b)$ Register or an alternative address nominated by the Member;
by sending it to a fax number or electronic address nominated by the $(c)$ Member; or
by notifying the Member by an electronic means nominated by the $(d)$ Member that:
the document is available; and $(i)$
how the Member may use the nominated access means to $(i)$ access the document.

19.4 Post

A document sent by post:

$\overline{1}$

if sent to an address in Australia, may be sent by ordinary post; and $(a)$
if sent to an address outside Australia, must be sent by airmail, $(b)$

and, in either case, is taken to have been given and received on the day after the day of its posting.

Fax or other electronic means 19.5

A document sent or given by fax or other electronic means:

is taken to be effected by properly addressing and transmitting the fax or $(a)$ other electronic transmission; and
is taken to have been given and received on the day after the date of its (b) transmission.

Evidence of service 19.6

A certificate signed by a Director or a Secretary stating that a document was sent. delivered or given to a Member personally, by post, fax or other electronic means on a particular date is evidence that the document was sent, delivered or given on that date and by that means.

19.7 Joint holders

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

Persons entitled to shares 19.8

A person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with this article 19 to the person from whom that person derives title prior to registration of that person's title in the Register.

20 Winding up

$20.1$ Distribution of assets

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company, divide among the Members in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Members or different classes of Members.

Powers of liquidator to vest property 20.2

The liquidator may, with the sanction of a special resolution of the Company, vest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Member is compelled to accept any shares or other securities in respect of which there is any liability.

Shares issued on special terms 20.3

Articles 20.1 and 20.2 do not prejudice or affect the rights of a Member holding shares issued on special terms and conditions.

$21$ Indemnity and insurance

$21.1$ Indemnity

To the maximum extent permitted by law, the Company may indemnify any current or former Director or Secretary or officer or senior manager of the Company or a subsidiary of the Company out of the property of the Company against:

$(a)$ any liability incurred by the person in that capacity (except a liability for legal costs).
legal costs incurred in defending or resisting (or otherwise in connection $(b)$ with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity; and
legal costs incurred in good faith in obtaining legal advice on issues $(c)$ relevant to the performance of their functions and discharge of their duties as an officer of the Company or a subsidiary, if that expenditure has been approved in accordance with the Company's policy,

except to the extent that:

the Company is forbidden by law to indemnify the person against the $(d)$ liability or legal costs; or
an indemnity by the Company of the person against the liability or legal $(e)$ costs, if given, would be made void by law.

$21.2$ Insurance

The Company may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a Director or Secretary or officer or senior manager of the Company or of a subsidiary of the Company against liability incurred by the person in that capacity, including a liability for legal costs, unless:

the Company is forbidden by law to pay or agree to pay the premium; or $(a)$
the contract would, if the Company paid the premium, be made void by $(b)$ law.

$21.3$ Contract

The Company may enter into an agreement with a person referred to in articles 21.1 and 21.2 with respect to the matters covered by those articles. An acreement entered into pursuant to this article may include provisions relating to rights of access to the books of the Company conferred by the Corporations Act or otherwise by law.

Restricted Securities 22

$22.1$ Definitions

In this article 22:

dispose and disposed of have the meaning given in the Listing Rules;

$\overline{(\ }$

Escrow Period means, in relation to Restricted Securities, the escrow period applicable to those Restricted Securities under the Listing Rules; and

Restricted Securities has the meaning given in the Listing Rules.

Disposal during Escrow Period 22.2

Restricted Securities cannot be disposed of during the Escrow Period except as permitted by the Listing Rules or ASX.

The Company must not acknowledge a disposal (including by registering a transfer) of Restricted Securities during the Escrow Period except as permitted by the Listing Rules or ASX.

Breach of Restriction Agreement or Listing Rules 22.3

During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

23 Small Holdings

$23.1$ Definitions

In this article 23:

Divestment Notice means a notice given under article 23.2 to a Small Holder or a New Small Holder:

Market Value in relation to a Share means the closing price on SEATS of the Share:

New Small Holder is a Member who is the holder or a joint holder of a New Small Holding:

New Small Holding means a holding of Shares created after the date on which article 23 came into effect by the transfer of a parcel of Shares the aggregate Market Value of which at the time a proper transfer was initiated or a paper based transfer was lodged, was less than a marketable parcel of Shares as provided under the Listing Rules;

Relevant Period means the period specified in a Divestment Notice under article $23.3$

Relevant Shares are the Shares specified in a Divestment Notice;

Shares for the purposes of article 23 are shares in the Company all of the same class:

Small Holder is a Member who is the holder or a joint holder of a Small Holding: and

Small Holding means a holding of Shares the aggregate Market Value of which at the relevant date is less than a marketable parcel of Shares as provided under the Listing Rules.

23.2 Divestment Notice

If the Directors determine that a Member is a Small Holder or a New Small Holder the Company may give the Member a Divestment Notice to notify the Member:

that the Member is a Small Holder or a New Small Holder, the number of $(a)$ Shares making up and the Market Value of the Small Holding or New Small Holding and the date on which the Market Value was determined;
that the Company intends to sell the Relevant Shares in accordance with $(b)$ this article after the end of the Relevant Period specified in the Divestment Notice:
if the Member is a Small Holder, that the Member may at any time before $(c)$ the end of the Relevant Period notify the Company in writing that the Member desires to retain the Relevant Shares and that if the Member does so the Company will not be entitled to sell the Relevant Shares under that Divestment Notice; and
after the end of the Relevant Period the Company may for the purpose of $(d)$ selling the Relevant Shares that are in a CS Facility holding initiate a holding adjustment to move those Shares from that CS Facility holding to an Issuer Sponsored Holding or certificated holding.

If the Operating Rules of a CS Facility apply to the Relevant Shares, the Divestment Notice must comply with those Operating Rules.

23.3 Relevant Period

For a Divestment Notice given to a Small Holder, the Relevant Period must be at least six weeks from the date the Divestment Notice was given. For a Divestment Notice given to a New Small Holder, the Relevant Period must be at least seven days from the date the Divestment Notice was given.

23.4 Company can sell Relevant Shares

At the end of the Relevant Period the Company is entitled to sell on-market or in any other way determined by the Directors:

the Relevant Shares of a Member who is a Small Holder, unless that $(a)$ Member has notified the Company in writing before the end of the Relevant Period that the Member desires to retain the Relevant Shares, in which event the Company must not sell those Relevant Shares under that Divestment Notice; and
$(b)$ the Relevant Shares of a Member who is a New Small Holder.

23.5 No obligation to sell

The Company is not bound to sell any Relevant Shares which it is entitled to sell under this article 23 but unless the Relevant Shares are sold within six weeks after the end of the Relevant Period the Company's right to sell the Relevant Shares under the Divestment Notice relating to those Shares lapses and it must notify the Member to whom the Divestment Notice was given accordingly.

Company as Member's attorney 23.6

To effect the sale and transfer by the Company of Relevant Shares of a Member, the Member appoints the Company and each Director and Secretary jointly and severally as the Member's attorney in the Member's name and on the Member's behalf to do all acts and things which the Company considers necessary or appropriate to effect the sale or transfer of the Relevant Shares and, in particular:

to initiate a holding adjustment to move the Relevant Shares from a CS $(a)$ Facility holding to an Issuer Sponsored Holding or a certificated holding; and
to execute on behalf of the Member all deeds instruments or other $(b)$ documents necessary to transfer the Relevant Shares and to deliver any such deeds, instruments or other documents to the purchaser.

Conclusive evidence 23.7

A statement in writing by or on behalf of the Company under this article 23 is (in the absence of manifest error) binding on and conclusive against a Member. In particular, a statement that the Relevant Shares specified in the statement have been sold in accordance with this article is conclusive against all persons claiming to be entitled to the Relevant Shares and discharges the purchaser from all liability in respect of the Relevant Shares.

Registering the purchaser 23.8

The Company must register the purchaser of Relevant Shares as the holder of the Relevant Shares transferred to the purchaser under this article. The purchaser is not bound to see to the application of any money paid as consideration. The title of the purchaser to the Relevant Shares transferred to the purchaser is not affected by any irregularity or invalidity in connection with the actions of the Company under this article.

Payment of proceeds 23.9

Subject to article 23.10, where:

Relevant Shares of a Member are sold by the Company on behalf of the $(a)$ Member under this article; and
the certificate for the Relevant Shares (unless the Company is satisfied $(b)$ that the certificate has been lost or destroyed or the Relevant Shares are Uncertificated Securities) has been received by the Company,

the Company must, within 60 days of the completion of the sale, send the proceeds of sale to the Member entitled to those proceeds by sending a cheque payable to the Member through the post to the address of the Member shown in the Register, or in the case of joint holders, to the address shown in the Register as the address of the Member whose name first appears in the Register. Payment of any money under this article is at the risk of the Member to whom it is sent.

23.10 Costs

In the case of a sale of the Relevant Shares of a New Small Holder in accordance with this article, the Company is entitled to deduct and retain 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 of the Relevant Shares. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the Member) payable by the Company in connection with the sale and transfer of the Relevant Shares.

Remedy limited to damages $23.11$

The remedy of a Member to whom this article applies, in respect of the sale of the Relevant Shares of that Member is 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.

23.12 Dividends and voting suspended

Unless the Directors determine otherwise, where a Divestment Notice is given to a New Small Holder in accordance with this article, then despite any other provision in this Constitution, the rights to receive payment of dividends and to vote attached to the Relevant Shares of that Member are suspended until the Relevant Shares are transferred to a new holder or that Member ceases to be a New Small Holder. Any dividends that would, but for this article, have been paid to that Member must be held by the Company and paid to that Member within 60 days after the earlier of:

the date the Relevant Shares of that Member are transferred; and $(a)$
the date that the Relevant Shares of that Member cease to be subject to $(b)$ a Divestment Notice.

23.13 Twelve month limit

Subject to the requirement of the Listing Rules, the Company must not give a Small Holder more than one Divestment Notice in any 12 month period (except as contemplated by article 23.14).

23.14 Effect of takeover bid

From the date of the announcement of a takeover bid for the Shares until the close of the offers made under the takeover bid, the Company's powers under this article to sell Relevant Shares of a Member cease. After the close of the offers under the takeover bid, the Company may give a Divestment Notice to a Member who is a Small Holder or a New Small Holder, despite article 23.13 and the fact that it may be less than 12 months since the Company gave a Divestment Notice to that Member.

(

Constitution

$\blacksquare$

Schedule 1 - Terms of preference shares

The Company may issue preference shares under article 3.2 on the following terms.

Dividend rights and priority of payment

Each preference share confers on the holder a right to receive a dividend $(a)$ ("Dividend") at the rate or in the amount and on the conditions decided by the Directors under the terms of issue unless, and to the extent that, the Directors decide under the terms of issue that there is no right to receive a Dividend.
Without limiting the conditions which, under the terms of issue, the $(b)$ Directors may impose upon any right to receive a Dividend, the Directors may under the terms of issue, impose conditions upon the right to receive a Dividend which may be changed or reset at certain times or upon certain events and in the manner and to the extent the Directors decide under the terms of issue.

Any Dividend: $(c)$

is non-cumulative unless, and to the extent that, the Directors $(i)$ decide otherwise under the terms of issue; and
will rank for payment: $(ii)$
in priority to ordinary shares unless, and to the extent $(A)$ that, the Directors decide otherwise under the terms of issue:
in priority to shares in any other class of shares or class $(B)$ of preference shares expressed under the terms of issue to rank behind for the payment of dividends;
equally with shares in any other class of shares or class $(C)$ of preference shares expressed under the terms of issue to rank equally for the payment of dividends; and
behind shares in any other class of shares or class of $(D)$ preference shares expressed under the terms of issue to rank in priority for the payment of dividends.
If, and to the extent that, the Directors decide under the terms of issue, $(d)$ each preference share may, in addition to any right to receive a Dividend, participate equally with the ordinary shares in sums available for distribution as dividends.
Each preference share confers on its holder: $(e)$
if, and to the extent that the Dividend is cumulative, the right in a $(i)$ winding up or on redemption to payment of the amount of any Dividend accrued but unpaid on the share at the commencement of the winding up or the date of redemption, whether earned or determined or not:

if, and to the extent that the Dividend is non cumulative, and if, $(ii)$ and to the extent that, the Directors decide under the terms of issue, the right in a winding up or on redemption to payment of the amount of any Dividend accrued but unpaid for the period commencing on the dividend payment date which has then most recently occurred and ending on the commencement of the winding up or the date of redemption, whether earned or determined or not.

with the same priority in relation to each other class of shares as the priority that applies in relation to the payment of the Dividend.

Entitlement to payment of capital sum $\overline{2}$

Each preference share confers on its holder the right in a winding up or $(a)$ on a redemption to payment of:
any amount paid on the share, or any amount fixed by the $(i)$ Directors under the terms of issue or capable of determination pursuant to a mechanism adopted by the Directors under the terms of issue; and
a further amount out of the surplus assets or profits of the $(ii)$ Company or sums available for distribution as a dividend on the conditions decided by the Directors under the terms of issue unless, and to the extent that, the Directors decide under the terms of issue that there is no right to any payment of a further amount out of the surplus assets or profits of the Company or sums available for distribution as a dividend.

in priority to ordinary shares and, unless the Directors decide otherwise under the terms of issue, in priority to shares in any other class of shares or class of preference shares expressed to rank behind on a winding up, equally with shares in any other class of shares or class of preference shares expressed to rank equally on a winding up, and behind shares in any other class of shares or class of preference shares expressed to rank in priority on a winding up.

Unless otherwise decided by the Directors under the terms of issue, a $(b)$ preference share does not confer on its holder any right to participate in the profits or property of the Company except as set out in this schedule $\mathbf{1}$

$\overline{\mathbf{3}}$ Bonus issues and capitalisation of profits

If, and to the extent that the Directors decide under the terms of issue, a preference share may confer a right to a bonus issue or capitalisation of profits in favour of holders of those shares only.

$\overline{a}$ Voting rights

A preference share does not entitle its holder to vote at any general $(a)$ meeting of the Company except on the questions, proposals or resolutions or during periods of time or in circumstances identified by the Directors in the terms of issue, which, unless the Directors decide otherwise under the terms of issue, are as follows:
$(i)$ a proposal:
$(A)$ to reduce the share capital of the Company;
$(B)$ that affects rights attached to the share;
to wind up the Company; or $(C)$
for the disposal of the whole of the property, business $(D)$ and undertaking of the Company;
a resolution to approve the terms of a buy-back agreement; $(i)$
during a period in which a Dividend or part of a Dividend on the $(iii)$ share is in arrears:
during the winding up of the Company. $(iv)$
Each holder of a preference share who has a right to vote on a resolution $(b)$ is entitled to the number of votes specified in article 10.15 of the Constitution.

5 Meeting

Each preference share confers on its holder the same rights as those conferred by the Constitution upon the holders of ordinary shares in relation to receiving notices (including notices of general meetings), reports, balance sheets and audited accounts and of attending and being heard at all general meetings of the Company.

6 Foreign Currency

Where any amount is payable by the Company to the holder of a preference share in a currency other than Australian dollars, and the amount is not paid when due or the Company has commenced winding up, the holder may give notice to the Company requiring payment of an amount in Australian dollars equal to the foreign currency amount calculated by applying the reference rate on the date of payment for the sale of the currency in which the payment is to be made for Australian dollars. Reference rate means the rate applicable in the market and at the time determined by the Directors before allotment of those preference shares and specified in the terms of issue for those preference shares.

$\overline{7}$

Conversion to ordinary shares

Subject to the Corporations Act, the Listing Rules, any other applicable laws and the terms of issue of a preference share as determined by the Directors:

a preference share which may be converted into an ordinary share in $(a)$ accordance with its terms of issue, at the time of conversion and without any further act:
has the same rights as a fully paid ordinary share; and $(i)$
ranks equally with other fully paid ordinary shares on issue, $(ii)$

however, the terms of issue of the preference share may provide otherwise including for the issue of additional ordinary shares on conversion as determined by the Directors; and

the conversion does not constitute a cancellation, redemotion or $(b)$ termination of the preference share or the issue, allotment or creation of new shares, but has the effect of varying the status of, and the rights attaching to, the preference share so that it becomes an ordinary share.

8 Amendment to the terms

Subject to complying with all applicable laws, the Company may, without the consent of preference shareholders, amend or add to the terms of the preference shares if, in the opinion of the Company, the amendment or addition is:

of a formal, minor or technical nature; $(a)$
$(b)$ to correct a manifest error;
made to comply with any applicable law, Listing Rule or requirement of $(c)$ ASX;
convenient for the purpose of obtaining or maintaining the listing of the $(d)$ Company or quotation of the preference shares: or
is not likely to be or become materially prejudicial to the preference $(e)$ shareholders.

9 Variation of rights

Subject to paragraph 8 and the terms of issue of a preference share as determined by the Directors, the rights attaching to a preference share may only be varied or cancelled by a special resolution of the Company and:

by a special resolution passed at a meeting of preference shareholders $(a)$ entitled to vote and holding shares in that class; or
with the written consent of holders of at least 75% of the issued shares of $(b)$ that class.

Further issue of shares 10

If the Company issues new preference shares that rank equally with existing preference shares, the issue will not be taken to vary the rights attached to the existing preference shares unless otherwise determined by the Directors in the terms of issue of the existing shares.

Constitution

Schedule 2 - Stapling provisions

On and from any Stapling Commencement Date determined by the Issuer, these Stapling Provisions:

apply to each Issuer in respect of its respective Stapled Entity and its Attached $(a)$ Securities:
apply to each Constituent Document and prevail over all other provisions of the $(b)$ Constituent Document, except to the extent provided in the Constituent Document or where this would result in a breach of the Corporations Act, the Listing Rules or other law; and
apply until they cease to apply in accordance with the Constituent Documents. $(c)$

Unless the contrary intention appears, in this schedule a reference to a "paragraph" is a reference to a numbered provision of this schedule.

Definitions and interpretation 1

$1.1$ Definitions

Unless the contrary intention appears, in this schedule capitalised terms not defined have the same meaning as in the Company Constitution, and:

Approved Valuer means any person, independent of the Issuer, who is duly qualified to conduct a valuation.

ASIC Relief means an exemption or declaration granted by ASIC which gives relief from certain requirements of the Corporations Act.

Attached Security in the context of the Company Constitution, means a Share.

Attached Securities means any Securities an identical number of which are from time to time Stapled together to form a Stapled Security but does not include any Unstapled Security.

Company means GDI Property Group Limited ACN , as that name may be changed from time to time.

Constituent Documents means the constituent documents of a Stapled Entity and includes the Company Constitution.

Company Constitution means the constitution of the Company.

Co-operation Deed means a deed entered into between the Issuer and Other Issuers setting out how they will co-operate in the conduct of the Stapled Entities as if they were one economic entity and the Stapled Securities were one security.

Corporate Action means any issues, bonus and rights issues, placements and redemptions and buy-backs of a Stapled Security.

CS Facility has the same meaning as clearing and settlement facility in the Corporations Act.

CS Facility Operator means the operator of the CS Facility.

Defaulted Attached Security means a partly paid Attached Security on which an instalment is due and payable but unpaid or in respect of which, a valid call has been made but has not paid in the time specified in the call.

Defaulted Stapled Security means a Stapled Security where one or more Attached Securities is a Defaulted Attached Security.

Group means the Stapled Entities and any Subsidiary of a Stapled Entity.

Intra-Group Loan means a loan or financial assistance provided by a Stapled Entity to any entity in the Group including but not limited to guaranteeing or indemnifying or granting security in favour of that entity.

Investor means a person entered in the Register as a holder of a Stapled Security.

Issuer:

in the context of the Company Constitution, means the Company; and $(a)$
in the context of the Constituent Document of any other Attached $(b)$ Security, means the issuer of the Attached Security.

Listed means being admitted to the official list of ASX as defined in the Listing Rules and Listing has a corresponding meaning.

New Attached Security has the meaning given in paragraph 6(a).

Officially Quoted means quotation on the official list of the ASX including, if quotation is suspended for a continuous period of not more than 60 days, the period of suspension.

Other Attached Security means, in respect of a Share, an identical number of each Attached Security other than a Share.

Other Issuer means, in respect of the Company, each Issuer other than the Company.

Registered means recorded in the Register.

Registrar means the person appointed to maintain the Register.

Reorganisation Proposal means:

any Realisation Transaction; $(a)$
a Consolidation or Division proposal; $(b)$
$\rm (c)$ a Stapling Proposal.
$(d)$ a Top Hat Proposal;
$(e)$ an Exchange Proposal; or

$\left( \frac{1}{2} \right)$

any other proposal to reorganise or restructure any Stapled Entity subject $(f)$ to an Ordinary Resolution.

as these terms are defined in the Trust Constitution.

Restapling has the meaning given in paragraph 7.3.

Restricted Securities has the meaning given in the Listing Rules.

Same Person means:

while the Company is not Listed, either a single person or two (but not $(a)$ more than two) bodies, at least one of which is a trustee of a unit trust, and securities issued by those two bodies are linked or stapled; or
while the Company is Listed, a single person. $(b)$

Security means any right or interest in a managed investment scheme, unit, trust, share, note, debenture or any right or interest or option to acquire a share. note or debenture.

Share means a share in the capital of the Company and, where the context permits, includes a Share which is part of a Stapled Security.

Small Holding means a holding of securities which comprises less than a marketable parcel as provided in the Listing Rules.

Stapled Entity means an Australian or overseas company, trust, corporation or managed investment scheme whose Securities are Attached Securities.

Stapled Security means the stapled security created by the Stapling together of the Attached Securities.

Stapling means the linking together of Securities so that one Attached Security may not be transferred or otherwise dealt with without the Other Attached Securities and so that the Attached Securities are quoted on ASX jointly as a "Stapled Security" or such other term as ASX permits. "Stapled" has a corresponding meaning.

Stapling Commencement Date means the most recent date on which the Issuer determines that the Stapling of Attached Securities commences.

Stapling Matter means a matter specified in paragraph 2.3(b).

Subsidiary of an entity means a company which is a subsidiary of the first entity within the meaning of Part 1.2 Div 6 of the Corporations Act or another entity which is controlled by the first entity within the meaning of control under section 50AA of the Corporations Act.

Trading Day has the same meaning as in the Listing Rules.

Transaction Documents means all regulatory, structuring, operational, finance and ancillary documents required to effect and maintain the Listing of the Stapled Entities and the Official Quotation of the Stapled Securities and to achieve the investment objectives of the Group, and any amending, supplemental and other document that the Issuer and the Other Issuers consider necessary or desirable in connection with those objectives.

Transferee has the meaning given in paragraph 4.8(f).

Trust means the GDI Property Trust.

Trust Constitution means the constitution establishing the Trust.

Trustee:

while the Trust is not a Registered Scheme, the trustee of the Trust, with $(a)$ the first Trustee being the trustee named in the Details of the Trust Constitution; and
while the Trust is a Registered Scheme, the company which is registered $(b)$ with the ASIC as the responsible entity for the Trust under the Corporations Act.

Unit means a unit in the Trust.

Unstapled Security means a Security which is no longer Stapled.

Unstapling means the process that results in the Attached Securities no longer being Stapled to each other. Unstapled has a corresponding meaning.

Unstapling Event means one or more of the following events:

a special resolution of the members of each Stapled Entity is passed to $(a)$ Unstaple the Stapled Securities;
Stapling becomes unlawful or prohibited under the Listing Rules; or $(b)$
a winding-up is commenced in respect of a Stapled Entity. $(c)$

$1.2$ Interpretation

Unless the contrary intention appears, the interpretation provisions in clause 1.2 of the Company Constitution apply to this schedule.

$\overline{2}$ Stapling - general intention

$2.1$ Stapled Securities - general intention

The Attached Securities are intended to be Stapled to form a Stapled Security from the Stapling Commencement Date. Subject to paragraph 6 it is intended that, while Stapling applies:

the holders of one Attached Security will be identical to the holders of $(a)$ each Other Attached Security;
as far as the law permits, the Stapled Securities will be treated as one $(b)$ security;
the number of each Attached Security on issue at any time must equal $\left( c \right)$ the number of each Other Attached Security on issue:
no transfer of an Attached Security is to occur without each Other $(d)$ Attached Security being transferred at the same time from the same transferor to the same transferee; and
no Attached Security is to be issued unless each Other Attached Security $(e)$ is issued at the same time to the Same Person.

$\hat{C}$

$2.2$ Transaction Documents

Without limiting the Constituent Documents, the Issuer is authorised to enter into the Transaction Documents and to perform its obligations under the Transaction Documents.

$2.3$ Stapling Matters

The rights and obligations attaching to each Attached Security are set out $(a)$ in the relevant Constituent Document.
Without limiting the Constituent Documents or the Corporations Act, each $(b)$ Investor, by acquiring a Stapled Security will be taken to have consented to each provision in the Constituent Documents, including the following Stapling Matters:
the Stapling of the Attached Securities; $(i)$
any Reorganisation Proposal regarding the Attached Securities $(ii)$ (subject to an ordinary resolution if required by the Constituent Document);
the disposal of any Defaulted Stapled Securities; $(iii)$
the disposal of any Small Holding of Stapled Securities; $(iv)$
the restrictions on Stapled Securities that are Restricted $(v)$ Securities:
the Stapling of New Attached Securities to the Stapled $(v_i)$ Securities:
the Investor becoming a member of any new Stapled Entity and (vii) being bound by the Constituent Documents for any New Attached Security:
$(viii)$ the Unstapling of one or more Attached Securities;
$(ix)$ the Restapling of an Unstapled Security; and
the Unstapling of the Stapled Securities. $(x)$
To effect a Stapling Matter, each Investor irrevocably appoints the Issuer $(c)$ as the Investor's:
agent and attorney in the Investor's name and on the Investor's $(i)$ behalf to do all acts and things and execute all documents which the Issuer, in consultation with each Other Issuer, considers necessary, desirable or reasonably incidental to effect any Stapling Matter; and
proxy to vote at any meeting in favour of any resolution to effect $(i)$ a Stapling Matter.
Without limiting paragraph 2.3(c) or any provision of a relevant $(d)$ Constituent Document, to effect the Stapling of a New Attached Security to the Stapled Securities under paragraph 6, each Investor irrevocably appoints the Issuer as the Investor's agent and attorney in the Investor's name and on the Investor's behalf to:
agree to obtain any New Attached Security; $(i)$

apply any distributions, redemption proceeds or other payments $(ii)$ to obtain a New Attached Security;
where a New Attached Security comprises shares or an interest $(iii)$ in shares or interests in a company or managed investment scheme, to agree to become a member of that company or managed investment scheme; and
to do all acts and things and execute all applications, transfers, $(iv)$ withdrawals and any other documents which the Issuer, in consultation with each Other Issuer, considers necessary, desirable or reasonably incidental to effect the Transfer of the New Attached Security to the Investor under paragraph 6.
The Issuer may: $(e)$
appoint (and revoke the appointment of) substitute attorneys to $(i)$ exercise the powers given to the Issuer in relation to any Stapling Matter; and
do all acts and things and execute all documents under this $(ii)$ paragraph 2.3 without needing further authority or approval from an Investor and may do so even if it has an interest in the outcome.
To the maximum extent permitted by law, the Issuer has no liability to any $(f)$ Investor or any Stapled Entity, and a Stapled Entity has no liability to any Investor, for any loss or disadvantage incurred by an Investor as a result, whether directly or indirectly, of the Issuer exercising its powers in relation to any Stapling Matter.

3 Dealing in Stapled Securities

$3.1$ Stapling

Subject to paragraph 6, on and from the Stapling Commencement Date, each Attached Security must be Stapled to each Other Attached Security to form a Stapled Security and the Issuer must not:

offer an Attached Security for subscription or sale unless an offer is $(a)$ made at the same time and to the Same Person for each Other Attached Security for issue or sale;
offer an Attached Security for subscription or sale unless the terms of $(b)$ that offer require each offeree to subscribe for or buy each Other Attached Security:
accept an application for an Attached Security if the applicant does not at $(c)$ the same time apply for the Other Attached Securities or if the Other Attached Securities will not be issued to the applicant at the same time as the issue of the Attached Securities to the applicant;
issue or sell an Attached Security to any person unless each Other $(d)$ Attached Security is also issued or sold to the Same Person at the same time:
issue any rights or options to acquire an Attached Security unless $(e)$ corresponding rights or options to acquire each Other Attached Security are issued at the same time and to the Same Person:
without the prior written consent of each Other Issuer, issue any Security $(f)$ or class of Security other than an Attached Security or any right or option to acquire any such Attached Security; and
permit a reinvestment by Investors in an Attached Security unless at the $(g)$ same time the Investor acquires each Other Attached Security which when issued or acquired are Stapled to the Attached Security. The Issuer may make provisions governing the amount of the reinvested dividends/distributions to be used to subscribe for or acquire the Attached Security and the amount to be used to subscribe for or acquire the Other Attached Securities having regard to the application price of the Attached Securities.

Each Security issued by a Stapled Entity after the Stapling Commencement Date must be Stapled to each Other Attached Security immediately on the date of issue of the new Security.

$3.2$ Dealing in Attached Securities

(No Unstapling) On and from the Stapling Commencement Date, the $(a)$ Issuer must not:
do any act, matter or thing (including registering any transfer of $(i)$ any Attached Security); or
$(ii)$ refrain from doing any act, matter or thing,

if it would result directly or indirectly in any Attached Security no longer being Stapled to form a Stapled Security, other than in accordance with paragraph 6.

(Attached Securities) Subject to paragraph 6, on and from the Stapling $(b)$ Commencement Date, the Issuer must not:
cancel, buy-back or redeem an Attached Security unless at the $(i)$ same time there is a corresponding cancellation, buy-back or redemption of each Other Attached Security;
implement a Reorganisation Proposal involving an Attached $(ii)$ Security unless at the same time there is a corresponding implementation of a Reorganisation Proposal involving each Other Attached Security;
register any transfer of an Attached Security to any person $(iii)$ unless each Other Attached Security is also transferred to the Same Person at the same time in a single instrument of transfer of Stapled Securities.
(Exercise options) The Issuer must not permit an Investor to exercise $(c)$ any rights or options to acquire an Attached Security unless the Investor exercises the corresponding rights or options to acquire each Other Attached Security at the same time.
(Request for holding lock) The Issuer must not request any applicable $(d)$ CS Facility Operator or the Registrar, as the case may be, to apply a holding lock to prevent a transfer of an Attached Security from being registered on the CS Facility's sub register or registered on an issuersponsored sub register, as the case may be, unless a corresponding request is made in respect of each Other Attached Security.
(Disposal) The Issuer must not dispose of a Defaulted Attached Security $(e)$ unless at the same time each Other Attached Security is also disposed of in the same manner and to the Same Person.
(Small Holdings) The Issuer must not dispose of a Small Holding of an $(f)$ Attached Security unless at the same time the Small Holding of each Other Attached Security is also disposed of in the same manner and to the Same Person. A Small Holding must be disposed of in accordance with the Listing Rules and the Constituent Documents.
(Compliance with law) The Issuer is not obliged to effect a buy-back. $(g)$ cancellation, redemption, transfer, issue or other Corporate Action in a manner inconsistent with any constitutional, contractual or fiduciary obligation or law by which it is bound, or if it does not have any necessary consent or approval.

Consistency with the Constituent Documents $3.3$

The Issuer must use every reasonable endeavour to procure that each Attached Security is dealt with under the Constituent Document of their respective Stapled Entity in a manner consistent with the provisions relating to Stapled Securities in the Constituent Documents of each other Stapled Entity.

Joint quotation as Stapled Securities $3.4$

Until all Attached Securities are Unstapled in accordance with provisions of this schedule, the Issuer must use reasonable endeavours to ensure that each Stapled Security which is Officially Quoted continues to be jointly Officially Quoted as a Stapled Security.

Joint certificates or joint holding statements $3.5$

Subject to the Corporations Act, the Issuer must procure that joint certificates or joint holding statements are issued to evidence the holding of Stapled Securities comprising Attached Securities and Other Attached Securities.

$3.6$ Stapling and separate entities

Despite any other provision of this schedule, each Stapled Entity remains a separate legal entity, separately admitted to the Official List (if applicable), notwithstanding that the Attached Securities may be jointly Officially Quoted as Stapled Securities.

Exercise of Options while Stapling applies $3.7$

An Option may only be exercised if, at the same time as an Attached Security is acquired pursuant to the exercise of an Option, the Same Person acquires each Other Attached Security to form a Stapled Security.

No joint venture or partnership $3.8$

Nothing contained or implied in this schedule is to be construed as creating an association, joint venture or partnership among the Stapled Entities.

Partly Paid Stapled Securities 4

$4.1$ Payment of application price by instalments

The application price of Stapled Securities may be paid in instalments.

Determination of amount and timing of instalments $4.2$

In consultation with each Other Issuer, the Issuer may determine that Stapled Securities are to be offered for sale or subscription on terms that the application price is payable by instalments of such amounts and at such times as they determine (including by a single instalment).

Variation or waiver of terms $4.3$

Subject to any applicable statutory duty requiring an Issuer to treat Investors of the same class equally, and those of different classes fairly, where Stapled Securities are offered for sale or subscription on terms determined and set out in accordance with paragraph 4.2, those terms may be varied, or compliance with them waived, only with the consent of the Issuer. The variation or waiver must not take effect during the currency of the offer document pursuant to which the Shares were offered for sale or subscription.

Notice of instalments $4.4$

Subject to the Listing Rules and other than in relation to an initial instalment payable on subscription for a Stapled Security, the Company must give each holder of a partly paid Attached Security a notice, specifying the amount per Attached Security of the instalment payable and the due date, no later than 14 days before the payment of an instalment is due unless the terms of the offer for the partly paid Attached Security provide otherwise. Failing to give a notice or the non-receipt of notice by the holder does not affect the obligation of the holder to pay the instalment.

4.5 Payment of instalments

Subject to the Listing Rules:

the payment of an instalment in respect of an Attached Security may be $(a)$ revoked or postponed by the Issuer;
an instalment is taken to be due on the date determined by the Issuer: $(b)$
the non-receipt of a notice that an instalment is due by, or the accidental $(c)$ omission to give a notice that an instalment is due to an Investor, does not invalidate the instalment being due;
and subject to the Corporations Act and paragraph 4.3, any liability of an $(d)$ Investor in respect of money unpaid on an Investors' partly paid Attached Securities may be extinguished in full or in part by the Issuer; and
any instalment which, by the terms of issue of the Attached Security. $(e)$ becomes payable on issue of the partly paid Attached Security or at any date fixed by or in accordance with the terms of issue, is taken to be an instalment of which the Investors have received notice in accordance with paragraph 4.4. In the case of non-payment, all the provisions of this schedule as to payment of interest, disposal or otherwise apply as if the notice had been given.

Failure to pay instalments 4.6

If a Member fails to pay in full any instalment due on a partly paid Attached Security on or by the day specified for payment, the Company may serve a notice on that Member requiring payment of the unpaid instalment and any interest calculated from the due date until payment at a fair market rate as determined by the Company. The notice must specify a time and day (not earlier than 7 days from the date of service of the notice) on or by which the payment is to be made.

The notice must also state that in the event of non-payment by that specified time and day, the partly paid Attached Securities in respect of which all or part of the instalment remains unpaid, may be forfeited.

If requirements of any notice not complied with 4.7

If the requirements of any notice issued under paragraph 4.6 are not complied with:

any partly paid Attached Security in respect of which the notice has been $(a)$ given (together with the Other Attached Securities) may at any time after the date specified in the notice for payment (and before payment of the instalment and any interest and expenses owing), be disposed of by the Issuer; and
subject to the Listing Rules, the Corporations Act and this schedule. all $(b)$ voting rights, entitlements to the distribution of Distributable Income and other rights in connection with the partly paid Attached Security and the Other Attached Securities in respect of which the notice has been given are suspended until reinstated by the Issuer.

Disposal of Defaulted Attached Securities 4.8

If any Defaulted Attached Security is offered for sale under this $(a)$ paragraph 4.8, the Issuer must procure that each Other Attached Security is also offered for sale so that the whole Stapled Security is offered for sale.
Attached Securities may be sold under this paragraph 4 even if they are $(b)$ fully paid if there is default in payment of a call on a Defaulted Attached Security.
If a Defaulted Attached Security includes a Unit, then the price for the $(c)$ Defaulted Attached Security must be determined in accordance with clause 7.10 of the Trust Constitution. Otherwise, a Defaulted Attached Security (together with the Other Attached Securities) may be disposed of by the Issuer or their agent, at a price determined by the Issuer in accordance with any applicable ASIC Relief.
Any offer of Defaulted Attached Securities which are to be sold under $(d)$ paragraph 4.8(c) must be accompanied by a corresponding offer of the Other Attached Securities. The offer is capable of acceptance only if the recipient acquires an identical number of Defaulted Attached Securities and the Other Attached Securities.
Subject to the Listing Rules and the conditions of any applicable ASIC $(e)$ Relief, the Issuer or their agent may sell or otherwise dispose of Defaulted Stapled Securities:
$(i)$ in the ordinary course of trading on ASX; or
by private treaty or public auction. $(ii)$
The sale of Defaulted Stapled Securities may be on the basis that the $(f)$ person to whom the Defaulted Stapled Securities are sold ("Transferee") is not liable to pay the outstanding call or any future calls.
At any time before a sale or disposition of Defaulted Stapled Securities. $\left( q\right)$ the Issuer may cancel the sale or disposition upon such terms as the Issuer thinks fit.
Without limiting paragraph 4.8(c) the Issuer may set a reserve price for a $(h)$ Defaulted Stapled Security at any auction in accordance with any applicable ASIC Relief ("Reserve Price").
If the Issuer or their agent is unable to sell the Defaulted Stapled $(i)$ Securities for a price not less than the Reserve Price then the Issuer may sell or otherwise dispose of the Defaulted Stapled Securities at any price it can obtain. The Issuer is not obliged to offer these Defaulted Stapled Securities to Investors before disposing of them.

Evidence of Enforcement 4.9

A statement signed by an authorised officer of the Issuer that a Defaulted Stapled Security has been disposed of on a specified date is conclusive evidence of those facts as against all persons claiming to be entitled to the Defaulted Stapled Security.

Consideration for sold Defaulted Stapled Securities 4.10

Where a Defaulted Stapled Security is sold, an Issuer nominated by each $(a)$ Other Issuer by agreement may:
receive the consideration given for a Defaulted Stapled Security; $(i)$ and
execute a transfer of the Defaulted Stapled Security in favour of $(iii)$ the Transferee.
Unless otherwise agreed between the Trustee and the Other Issuers, the $(b)$ amount received for a Unit on the sale of a Defaulted Stapled Security is the amount received less the fair value for the Other Attached Securities. as determined by the Trustee.
Where a Defaulted Stapled Security is offered for sale under this $(c)$ paragraph 4, the obligations of the Issuer are subject to the requirements of any applicable law, the Listing Rules, any consent or other approval from any necessary authority and any other terms of the relevant Constituent Document.
The Issuer must then Register the Transferee as holder of that Stapled $(d)$ Security. On registration, the Transferee is not obliged to ensure that any part of the money which the person has paid for the Stapled Security is paid to the former holder of the Stapled Security nor is the Transferee's title to that Stapled Security affected by any irregularity or invalidity in the proceedings in relation to the forfeiture or sale of that Stapled Security.

Deductions from consideration for Defaulted Attached Securities 4.11

The proceeds of the sale of a Defaulted Stapled Security must be applied $(a)$ to pay:
first, the expenses incurred by the relevant Issuer, its agents and $(i)$ assignees in respect of the sale;
then, any expenses necessarily incurred in respect of the $(i)$ enforcement of the Issuer's rights;
then, the calls on the Attached Securities that are due and $(iii)$ unpaid; and
$(iv)$ then, any unpaid interest on the call and any other amounts pavable.
The Issuer may retain the amounts deducted, but any balance remaining $(b)$ must be paid to the Investor whose Stapled Securities were sold. If there is a certificate that relates to the Attached Security or the Other Attached Security, the balance does not have to be paid until the Investor delivers the certificate to the relevant Stapled Entity.

Holder of Defaulted Stapled Securities 4.12

The holder of a Defaulted Stapled Security which has been sold under $(a)$ this paragraph 4 ceases to be an Investor, ceases to hold a right or interest in the Stapled Entities and ceases to be a member of each Stapled Entity.
The former Investor has no claims or demands against the Issuer in $(b)$ respect of a Defaulted Stapled Security that has been sold but remains liable to pay to the Issuer or any assignee of the Issuer all money which at the date of sale was payable by the former Investor to the Issuer in respect of the sold Defaulted Stapled Security (including interest owing under paragraph 4.6 and expenses).
The former Investor's liability ceases if the Issuer, or any assignee. $(c)$ receives payment in full and, if applicable, interest in respect of the sold Defaulted Stapled Security.

Liability of holder of Defaulted Stapled Securities to underwriter 4.13 Where:

the Issuer has appointed an underwriter to underwrite the payment of a $(a)$ call in respect of any Stapled Securities; and
in discharging its obligations, the underwriter has purchased Stapled $(b)$ Securities at a public auction or otherwise as contemplated by the relevant underwriting agreement at a price which is more than the market price of a Stapled Security (in respect of which the relevant call has been paid); and
the Issuer is required to pay the underwriter in respect of each Stapled $(c)$ Security purchased in accordance with paragraph (b) of this paragraph, an amount equal to the difference between the market price of a Stapled Security (in respect of which the relevant call has been paid) and the price paid by the underwriter for the Stapled Security,

then the former holder of those Stapled Securities is liable to the Issuer in respect of the relevant Defaulted Stapled Securities and may be sued for:

all money payable by the Issuer to the underwriter as $(i)$ contemplated by paragraph (c) of this paragraph;
interest (as provided under this schedule); and $(ii)$
all costs incurred by the Issuer in procuring payment from the $(iii)$ former Investor.

For the purposes of this paragraph, the market price of a Stapled Security (in respect of which the relevant call has been paid) is the weighted average price at which the Stapled Securities traded on ASX over the five Trading Days

immediately preceding the day of public auction, or, if there is no such price, then the last sale price of the Stapled Security on ASX before that date.

Assignment of right of action 4.14

The Issuer must ensure that where the Issuer is liable to the underwriter as contemplated by paragraph 4.13, the Issuer's liability to the underwriter may be satisfied by the assignment of the Issuer's right of action against the former Investor in full satisfaction of such liability of the Issuer to the underwriter.

5 Single Register

Subject to the Corporations Act, a single Register may be kept in which details of the holders of the Attached Securities and the Other Attached Securities are recorded.

Power to add New Attached Securities 6

Subject to paragraph 6(b), the Corporations Act and the Listing Rules. $(a)$ the Issuer may at any time determine that a Security is a New Attached Security and cause it to be Stapled to the Stapled Securities. A determination under this paragraph may be made on such terms as the Issuer considers appropriate.
A determination that a Security is a New Attached Security may only be $(b)$ made if:
while the Units are Officially Quoted, the New Attached Security $(i)$ is also Officially Quoted or ASX has indicated in writing that it will grant permission for the New Attached Security to be Officially Quoted;
while the Units are Officially Quoted, ASX has indicated in writing $(ii)$ that it will approve the addition of the New Attached Security to the Stapled Securities:
each Other Issuer (excluding the issuer of the New Attached $(iii)$ Security) has agreed:
- to the Stapling of the New Attached Security to the $(A)$ Stapled Security; and
- $(B)$ that the Stapling of the New Attached Security is in the best interest of Investors as a whole and is consistent with the then investment objectives of the Group; and
the Constituent Documents of the New Attached Security will $(iv)$ have provisions giving effect to the Stapling (including provisions in substantially the form of this schedule):
the issuer of the New Attached Security has agreed to enter into $(v)$ the Accession Deed:
where the New Attached Security is partly-paid, or approval from $(v_i)$ Investors is required to the transaction, any required approval of the members of each Stapled Entity has been obtained; and
the number of New Attached Securities to be allocated is (vii) identical to the number of Stapled Securities on issue.
The Issuer has power to do all things which it considers are necessary, $(c)$ desirable or reasonably incidental to give effect to the Stapling of the New Attached Securities to the Stapled Security under this paragraph 6.
A New Attached Security may be transferred to an Investor by any means $(d)$ and in any manner, including but not limited to any combination of issue. sale, reduction of capital, distribution in kind or transfer ("Transfer").
A transfer of a New Attached Security made under this paragraph 6 will $(e)$ be Registered in the Register as of the date title is transferred.
It is not necessary for the Issuer to receive a transfer, instrument or $(f)$ certificate for a New Attached Security in order for that Issuer to Register the transfer of the New Attached Security. The transfer will be evidenced by, and have full effect from, its Registration by the relevant Issuer in the Register.

$\overline{7}$ Unstapling

$7.1$ Procedure for Unstapling

Subject to this paragraph 7, from the Stapling Commencement Date each Attached Security will remain Stapled to each other Attached Security for so long as the Stapled Securities remain on issue.

$7.2$ Unstapling an Attached Security

Subject to this paragraph 6, the Corporations Act, the Listing Rules and $(a)$ the relevant Constituent Documents, the Issuer may determine that one or more Attached Securities are to be Unstapled from the Stapled Security.
$(b)$ A determination under paragraph 7.2(a) may only be made:
if the Stapled Securities are Officially Quoted, only if ASX has $(i)$ indicated in writing that it will grant permission for the Unstapling of the Attached Security or Securities from the Stapled Security and the remaining Attached Securities will remain Officially Quoted as a Stapled Security; and
$(ii)$ if each Other Issuer has agreed:
- $(A)$ to the Unstapling of an Attached Security from the Stapled Security; and
- that the Unstapling of the Attached Security from the $(B)$ Stapled Security is not contrary to the interests of Investors as a whole and is consistent with the investment objectives of the Group; and
$(iii)$ if the Stapling Provisions will terminate in respect of the Attached Security which is to be Unstapled.
After the Unstapling, the references to the Unstapled Security will be $(c)$ removed from the Register.

$7.3$ Restapling

If an Issuer determines that its Attached Securities are to be Unstapled under paragraph7.2(a), this does not prevent the Issuer of the Unstapled Security

subsequently determining that the Stapling Provisions should recommence in respect of that Unstapled Security ("Restapling").

$7.4$ Unstapling the Stapled Securities

Subject to paragraph 7.4(b), the Corporations Act, the Listing Rules and $(a)$ the relevant Constituent Document, the Issuer must determine that an Attached Security will be Unstapled on the occurrence of an Unstapling Event affecting that Attached Security,
A determination under paragraph 7.4(a) may only be made if: $(b)$
ASX has indicated in writing that it will grant permission for the $(i)$ Unstapling of the Attached Security; and
each Other Issuer has agreed: $(ii)$
- to the Unstapling of the Attached Security: and $(A)$
- that the Unstapling of the Attached Security is not $(B)$ contrary to the interest of Investors as a whole.
On and from any date determined under paragraph 7.4(a), the Issuer $(c)$ must procure that the Attached Security is Unstapled and that the Stapling Provisions cease to have effect in respect of that Attached Security.

Duties and obligations of Issuer 8

$8.1$ Duties in relation to Stapling

Despite any provision of the Constituent Documents, or any rule of law (but subject to the Corporations Act as modified by any applicable ASIC Relief) while Stapling applies, in exercising any power or discretion, the Issuer may have regard to the interests of Investors as a whole and not only to the interests of the holders of the relevant Attached Securities considered separately.

8.2 Reference to power or discretion

References in the Constituent Documents to the exercise of any powers or discretion includes the carrying out of the Issuer's functions and duties and identifying the Investor's rights and interests.

9 Meetings of Investors

$9.1$ Meetings

While Stapling applies, meetings of holders of Attached Securities may be held in conjunction with meetings of holders of the Other Attached Securities. Subject to the Corporations Act, the Issuer may make such rules for the conduct of such meetings as the Issuer determines.

$9.2$ Representatives form while Stapling applies

Subject to the Corporations Act, the form of proxy used to appoint a proxy to vote on behalf of an Investor in respect of an Attached Security may be the same form as they use to appoint a proxy in respect of the Other Attached Securities which they hold.

$9.3$ Other attendees

The auditor of each Stapled Entity and the representatives of the Issuer may attend and speak at any meeting of Investors, or invite any other person to attend and speak at the meeting.

$10$ General

$10.1$ Small Holdings

A reference to a "Small Holding" in each Constituent Document is taken to be a reference to a small holding of Stapled Securities (and other references to the relevant Attached Securities in each case are to be construed accordingly).

$10.2$ Intra-Group Loans

Subject to the Corporations Act as modified by any applicable ASIC Relief, without limiting the Constituent Documents, the Company and each Other Issuer may enter into Intra-Group Loans.

Notice to other Stapled Entities 10.3

On or before commencement of a winding up of a Stapled Entity, the Issuer must give each Other Stapled Entity written notice that the Stapled Entity is to be wound up.

The undersigned, being the persons specified in the application for registration of the Company as the persons who consent to become members of the Company, agree to the terms of this Constitution.

Name and address PAUL WESLEY MALEK of 30 YARRABIN STREET BELROSE

Date: $5/11/2012$ SIGNED by in the presence of Signature of witness

$\gamma$ in/F Name of witness (block letters)

Signature of

Name and address DAVID JOHN WILLIAMS of 11 CARLOTTA 57 GREENWICH

)

$\lambda$

Date: $5/\sqrt{2013}$

SIGNED by in the presence of:

Magn

Signature of witness

BARRARA AUSTIN Name of witness (block letters)

Sighature of

AI assistant

GDI PROPERTY GROUP — Governance Information 2013

64974_rns_2013-12-16_b9239f69-a1c1-4db3-8f0e-66644c199076.pdf

Constitution

Constitution Contents

$\blacksquare$ Interpretation

$1.1$ Definitions

$1.2$ Interpretation

$1.3$ Corporations Act

$1.4$ Listing Rules interpretation

$1.5$ Replaceable rules not to apply

$1.6$ Currency

$1.7$ Application of Listing Rules

$\overline{2}$ Stapling

3 Share capital

$3.1$ Directors to issue shares

$3.2$ Preference shares

$3.3$ Class meetings

$3.4$ Non-recognition of interests

Joint holders of shares $3.5$

4 Lien

$4.1$ Lien on share

$4.2$ Lien on loans under employee incentive schemes

Lien on distributions $4.3$

$4.4$ Exemption from article 4.1 or 4.2

Company's rights to recover payments 4.6

Reimbursement is a debt due 4.7

$4.8$ Sale under lien

4.9 Limitations on sale under lien

Transfer on sale under lien 4.10

Irrequiarity or invalidity 4.11

4.12 Proceeds of sale

Calls on shares 5

$5.1$ Directors to make calls

$5.2$ Time of call

$5.3$ Members' liability

5.4 Joint holders' liability

Non-receipt of notice $5.5$

5.6 Interest on default

5.7 Fixed instalments

Differentiation between holders as to calls 5.8

5.9 Prepayment of calls and interest

Forfeiture of shares 6

Notice requiring payment of call $6.1$

$6.2$ Contents of notice

$6,3$ Forfeiture for failure to comply with notice

$6.4$ Dividends and distributions included in forfeiture

Sale or re-issue of forfeited shares 6.5

6.6 Notice of forfeiture

6.7 Surrender instead of forfeiture

$6.8$ Cancellation of forfeiture

Effect of forfeiture on former holder's liability 6.9

$6.10$ Evidence of forfeiture

$6.11$ Transfer of forfeited share

6.12 Registration of transferee

Irregularity or invalidity 6.13

Transfer of shares 7

$7.1$ Forms of instrument of transfer

$7.2$ Execution and delivery of transfer

Effect of registration $7.3$

Company to register forms without charge $7.4$

$7.5$ Power to refuse to register

Obligation to refuse to register $7.6$

Written notice to security holder of holding lock or refusal $7.7$

$7.8$ Company to retain instrument of transfer

Transmission of shares 8

Transmission of shares on death $8.1$

$8.2$ Information given by personal representative

Death of joint owner 8.3

8.4 Transmission of shares on bankruptcy

Transmission of shares on mental incapacity 8.5

$\mathbf Q$ General meetings

Annual general meeting $9.1$

$9.2$ Convening a general meeting

Use of technology at general meetings 9.3

Notice of general meeting 9.4

9.5 Calculation of period of notice

Cancellation or postponement of a meeting $9.6$

9.7 Notice of cancellation or postponement of a meeting

9.8 Contents of notice of postponement of meeting

GDI PROPERTY GROUP Governance Information 2013