GR ENGINEERING SERVICES LIMITED

ACN 121 542 738

COMPANY CONSTITUTION

Blakiston & Crabb

Lawyers 1202 Hay Street WEST PERTH WA 6005 Tel: (08) 9322 7644 Fax: (08) 9322 1506 Ref: AJT.MC.GRENG/17198

1.	INTERPRETATION	INTERPRETATION	1
	1.1	Replaceable Rules	1
	1.2	Definitions	1
	1.3	Interpretation	3
	1.4	Corporations Act Definitions	4
	1.5	Headings	4
	1.6	Listing Rules	4
2.	SHARE CAPITAL AND VARIATION OF RIGHTS		4
	2.1	Issue of Shares	4
	2.2	Share Options	4
	2.3	Classes of Shares	4
	2.4	Preference Shares	5
	2.5	Recognition of Trusts	5
	2.6	Unregistered Interests	5
	2.7	Uncertificated Holdings and Electronic Transfer	5
	2.8	Share Holding Statements	6
	2.9	Share Certificates	6
	2.10	Joint Holders of Shares	6
	2.11	Commissions	6
	2.12	Restricted Securities	7
	2.13	Option Holdings	7
3.	SMALL SHAREHOLDERS		7
	3.1	Marketable Parcels	7
	3.2	Sale of Shares of Small Shareholder	7
	3.3	Proceeds of Sale	7
	3.4	Manner of Giving Notice	8
	3.5	Exercise of Powers on Behalf of Company	8
4.	LIEN		8
	4.1	Generally	8
	4.2	Lien on Share	8
	4.3	Protection of Rights	9
	4.4	Extinguishment of Lien	9
	4.5	Exemptions	9
	4.6	Dividends	10

4.7	Sale of Shares	10
4.8	Restrictions on Sale	10
4.9	Person Authorised to Sign Transfers	10
4.10	Proceeds of Sale	10
CALLS ON SHARES		10
5.1	Calls	10
5.2	Revocation Or Postponement of Call	11
5.3	Making A Call	11
5.4	Payments in Advance of Calls	11
5.5	Transfer of Shares Call Unpaid	11
5.6	Notice of Call and Shareholders	11
5.7	Joint Holders	12
5.8	Non Receipt of Notice of Call	12
5.9	Interest on default	12
5.10	Instalments deemed calls	12
5.11	Differentiation between Shareholders as to calls	12
FORFEITURE OF SHARES		12
6.1	Notice requiring payment of call	12
6.2	Forfeiture for failure to comply with notice	13
6.3	Notice of Forfeiture	13
6.4	Surrender of Share	13
6.5	Cancellation of forfeiture	13
6.6	Effect of forfeiture on former holder's liability	13
6.7	Evidence of forfeiture	13
6.8	Transfer of forfeited share	14
6.9	Forfeiture applies to non-payment of instalment	14
6.10	Listing Rules	14
TRANSFER OF SHARES		14
7.1	Forms of Instrument of Transfer	14
7.2	Registration Procedure	15
7.3	Transferor Holds Shares Until Registration of Transfer	15
7.4	Directors' Powers to Decline to Register	15
7.5	Company to Retain Instrument of Transfer	16
7.6	Other Securities	16
TRA	NSMISSION OF SHARES	16

5.

6.

7. 8. TRANSMISSION OF SHARES

	8.1	Transmission of Shares on Death of Holder	16
	8.2	Death or Bankruptcy of Shareholder	17
	8.3	Registration by Transmission or to Beneficiary	17
	8.4	Limitations to Apply	17
9.	REDUCTIONS OF CAPITAL		17
	9.1	Reduce Share Capital	17
	9.2	Shares in another Corporation	18
10.	SHARE BUY-BACKS		18
	10.1	Power to Buy Back Shares	18
11.	GENERAL MEETINGS		18
	11.1	Convening of General Meetings of Shareholders	18
	11.2	Notice	18
	11.3	Notice to ASX	18
	11.4	Annual General Meeting	19
	11.5	Postponement or Cancellation	19
12.	PROCEEDINGS AT GENERAL MEETINGS		19
	12.1	Quorum	19
	12.2	Business At General Meetings	19
	12.3	Persons Entitled to Attend A General Meeting	19
	12.4	Chair	20
	12.5	Adjournment	20
	12.6	Notice of Resumption of Adjourned General Meeting	20
	12.7	Voting Rights and Chair's Casting Vote	20
	12.8	Voting - Show of Hands	21
	12.9	Results of Voting	21
	12.10	Poll	21
	12.11	Manner of Taking Poll	21
	12.12	Meeting May Continue	22
	12.13	Voting by Joint Holders	22
	12.14	Shareholder Under Disability	22
	12.15	Payment of Calls	22
	12.16	Objection to Voting	22
	12.17	Appointment of Proxy	22
	12.18	Instrument of Proxy	23
	12.19	Proxy Votes	23

	12.20	Representatives of Corporate Shareholders	24
13.	THE	DIRECTORS	24
	13.1	Number of Directors	24
	13.2	Rotation of Directors	24
	13.3	Election of Directors	24
	13.4	Nomination of Directors for Election	25
	13.5	Casual Vacancies and Additional Directors	25
	13.6	Removal of Director	25
	13.7	Vacation of Office	25
	13.8	Remuneration	26
	13.9	Expenses	26
	13.10	Qualification of Directors	26
14.	POWERS AND DUTIES OF DIRECTORS		26
	14.1	Management of the Company	26
	14.2	Borrowings	26
	14.3	Attorneys	27
	14.4	Cheques Etc.	27
	14.5	Retirement Benefits for Directors	27
	14.6	Securities to Directors	28
15.	PROCEEDING OF DIRECTORS		28
	15.1	Convening A Meeting	28
	15.2	Procedure At Meetings	28
	15.3	Quorum	28
	15.4	Majority Decisions	28
	15.5	Casting Votes	29
	15.6	Alternate Directors	29
	15.7	Continuing Directors May Act	29
	15.8	Chair	29
	15.9	Committees	30
	15.10	Written Resolutions	30
	15.11	Defective Appointment	30
	15.12	Directors May Hold Other Offices	30
	15.13	Directors May Hold Shares, Etc.	30
	15.14	Directors Not Accountable for Benefits	31
	15.15	Disclosure of Interests and Voting	31

	15.16	Contracts not Avoided	31
16.	MEETING BY INSTANTANEOUS COMMUNICATION DEVICE		31
	16.1	Meetings to Be Effectual	31
	16.2	Procedure At Meetings	32
	16.3	Minutes	32
	16.4	Definition	32
17.	MANAGING DIRECTOR		32
	17.1	Appointment	32
	17.2	Remuneration	33
	17.3	Powers	33
	17.4	Rotation	33
18.	SECRETARY		33
	18.1	Secretary	33
19.	SEALS		33
	19.1	Common Seal	33
	19.2	Execution of Documents without the Seal	33
	19.3	Share Seal	34
20.	ACCOUNTS, AUDIT, RECORDS AND RECORD DATE		34
	20.1	Accounting Records to Be Kept	34
	20.2	Audit	35
	20.3	Inspection	35
	20.4	Record Date	35
21.	MINUTES		35
	21.1	Minutes to Be Kept	35
	21.2	Signature of Minutes	35
	21.3	Requirements of the Corporations Act	35
22.	DIVIDENDS AND RESERVES		35
	22.1	Dividends	35
	22.2	Interim Dividend	36
	22.3	Dividends Only Payable From Profits	36
	22.4	No Interest	36
	22.5	Reserves	36
	22.6	Alternative Method of Payment of Dividend	36
	22.7	Payment of Dividends	37
	22.8	Unclaimed Dividends	37

	22.9	Breach of Restriction Agreement	37
23.	CAPITALISATION		37
	23.1	Capitalisation	37
	23.2	Procedures	37
24.	BONUS SHARE PLAN		38
	24.1	Authorisation of Bonus Share Plan	38
	24.2	Amendment and Revocation	38
25.	DIVIDEND REINVESTMENT PLAN		38
	25.1	Authorisation of Dividend Reinvestment Plan	38
26.	NOTICES		39
	26.1	Service	39
	26.2	Service by Person or Post	39
	26.3	Service by Facsimile or Electronic Notification	39
	26.4	Notice to Joint Holders	40
	26.5	Notices to Personal Representatives and Others	40
	26.6	Persons Entitled to Notice	40
	26.7	Incorrect Address	40
27.	WINDING-UP		41
	27.1	Distribution in Kind	41
	27.2	Trust For Shareholders	41
	27.3	Distribution in Proportion to Shares Held	41
28.	OFFICERS' AND AUDITOR'S INDEMNITY		41
	28.1	Generally	41
	28.2	Employees' Indemnity	42
	28.3	Documentary Indemnities	42
	28.4	Liability	42
	28.5	Relevant Amount	42
	28.6	Insurance	43
29.	DIRECTORS’ ACCESS TO INFORMATION		43
	29.1	Directors’ Access to Information	43
	Where	the Directors consider it appropriate, the Company may:	43
30.	OVERSEAS SHAREHOLDERS		43
	30.1	Overseas Shareholders	43
31.	INADVERTENT OMISSIONS		43
	31.1	Formalities Omitted	43

32.	LISTING RULES	LISTING RULES	44
	32.1	Listing Rules	44
33.	ASTC	SETTLEMENT RULES	44
	33.1	ASTC Settlement Rules	44
34.	APPROVAL OF PROPORTIONAL TAKEOVER BIDS		44
	34.1	Resolution to Approve Proportional Takeover Bid	44
	34.2	Meetings	45
	34.3	Notice of Resolution	45
	34.4	Takeover Resolution Deemed Passed	46
	34.5	Takeover Resolution Rejected	46
	34.6	Renewal	46

CONSTITUTION OF GR ENGINEERING SERVICES LIMITED

1. INTERPRETATION

1.1 Replaceable Rules

The Replaceable Rules contained in the Corporations Act do not apply to this Company.

1.2 Definitions

In this Constitution:

" ASTC " means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532);

" ASTC Settlement Rules " means the settlement rules of the ASTC as amended from time to time;

" ASX " means Australian Stock Exchange Limited (ABN 98 008 624 961);

" Bonus Share Plan " means a plan implemented under clause 24;

" Broker " means Settlement Participant;

" Business Day " means a day other than a Saturday, a Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day which ASX shall declare and publish to be a day which is not a business day;

" Chair " and " Vice-Chair " means the persons elected by the Directors to the office of Chair and Vice-Chair from time to time in accordance with clause 15.8 or as otherwise elected in accordance with clause 12.4;

" CHESS " has the same meaning as that term has in the ASTC Settlement Rules;

" CHESS approved " has the same meaning as that term has in the ASX Listing Rules;

" Company " means this company as it is from time to time named in accordance with the Corporations Act;

" Constitution " means this constitution as altered or amended from time to time;

" Corporation " means any body corporate, whether formed or incorporated within or outside Australia;

" Corporations Act " means the Corporations Act 2001 (Cth);

" Corporations Regulations " means the Corporations Regulations 2001 (Cth);

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" Directors " means the directors of the Company from time to time or such number of them as have authority to act for the Company (including any alternate director duly acting as such), and " Director " has a corresponding meaning;

" Dividend Reinvestment Plan " means a plan implemented under clause 25;

" Executive Director " means a Director appointed in accordance with clause 17.1 to an office of, or otherwise employed by, the Company;

" Holding Lock " has the same meaning as that term has in the ASTC Settlement Rules;

" Listing Rules " means the Listing Rules of ASX and any other rules of ASX which are applicable 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;

" Listed Securities " means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the Company and officially quoted by ASX;

" Managing Director " means the Director appointed as the managing director of the Company in accordance with clause 17.1;

" Market Transfer " means:

(a) a transfer of Shares where the transfer is pursuant to or connected with a transaction entered into on a stock market operated by ASX and for the avoidance of doubt includes a proper ASTC transfer; or
(b) an allotment of Shares as a result of the exercise of any rights, options or notes that are traded on a stock market operated by ASX;
" Officer " means any Director or Secretary of the Company;

" Official List " means the official list of ASX;

" Prescribed Rate " means the interest rate which is 2% above the Reserve Bank of Australia Indicator Rate as published or quoted from time to time, or such other rate as may from time to time be fixed by the Directors, calculated daily;

" proper ASTC transfer " has the same meaning as that term has in the Corporations Regulations;

" Proportional Takeover Bid " has the same meaning as that term has in the Corporations Act;

" Record Date " has the same meaning as that term has in the ASTC Settlement Rules;

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" Registered Office " means the registered office of the Company;

" Register of Shareholders " means the register of Shareholders kept by the Company in accordance with Section 169 of the Corporations Act;

" Related Body Corporate " means a body corporate which by virtue of the provisions of Section 50 of the Corporations Act is deemed to be related to the Company and 'related' has a corresponding meaning;

" Representative " means a person authorised to act as a representative of a body corporate under clause 12.20;

" Replaceable Rules " has the same meaning as that term has in the Corporations Act;

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

" Seal " means the common seal of the Company and includes any official seal and, where the context so admits, the Share Seal of the Company;

" Secretary " means any person appointed to perform the duties of a secretary of the Company;

" Settlement Participant " has the same meaning as that term has in the ASTC Settlement Rules;

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

" Shareholder " means a person or body corporate registered in the Register of Shareholders as the holder of one or more Shares and includes any person or body corporate who is a member of the Company in accordance with or for the purposes of the Corporations Act;

" Share Option " means an option to require the Company to allot and issue a Share; and

" Share Seal " means the duplicate common seal referred to in clause 19.3.

1.3 Interpretation

In this Constitution:

(a) word importing any gender include all other genders;
(b) the word person includes a firm, a body corporate, an unincorporated association or an authority;
(c) the singular includes the plural and vice versa; and
(d) a reference to a statute or code or the Corporations Act (or to a provision of same) means the statute, code or the Corporations Act (or provisions of same) as modified or amended and in operation for the

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time being, or any statute, code or provision enacted (whether by the State or Commonwealth of Australia) in its place and includes any regulation or rule for the time being in force under the statute, code or the Corporations Act.

1.4 Corporations Act Definitions

Any word or expression defined in or for the purposes of the Corporations Act shall, unless otherwise defined in clause 1.2 or the context otherwise requires, have the same meaning when used in this Constitution, and the rules of interpretation specified in or otherwise applicable to the Corporations Act shall, unless the context otherwise requires, apply in the interpretation of this Constitution.

1.5 Headings

Headings are inserted in this Constitution for convenience only, and shall not affect the interpretation of this Constitution.

1.6 Listing Rules

In this Constitution a reference to the Listing Rules is to have effect if, and only if, at the relevant time, the Company has been admitted to and remains on the Official List and is otherwise to be disregarded.

2. SHARE CAPITAL AND VARIATION OF RIGHTS

2.1 Issue of Shares

Without prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares, Shares for the time being unissued shall be under the control of the Directors, and subject to the Corporations Act, the Listing Rules and this Constitution, the Directors may at any time and from time to time issue such number of Shares either as ordinary Shares or Shares of a named class or classes (being either an existing class or a new class) and with such preferred, deferred, or other special rights or such restrictions, whether with regard to dividend, return of capital, or otherwise, and whether as preference Shares that are or at the option of the Company are liable to be redeemed, as the Directors shall, in their absolute discretion determine.

2.2 Share Options

Subject to the Listing Rules, the Directors may at any time and from time to time issue Share Options on such terms and conditions as the Directors shall, in their absolute discretion, determine.

2.3 Classes of Shares

Subject to the Listing Rules, if at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be

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varied, whether or not the Company is being wound up, with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class. Any variation of rights under this clause 2.3 shall be subject to Sections 246B to 246E of the Corporations Act. The provisions of this Constitution relating to general meetings shall apply so far as they are capable of application and with necessary alterations to every such separate meeting except that a quorum is constituted by two persons who together hold or represent by proxy one-third of the issued Shares of the class.

2.4 Preference Shares

Subject to this clause 2.4 and the provisions of Section 254A of the Corporations Act and the Listing Rules, the Company may issue preference Shares, including preference Shares that are liable to be redeemed whether at the option of the Company or otherwise, and the following provisions shall apply in respect of such preference Shares:

(a) the Directors may, subject to the provisions of Section 254A of the Corporations Act, exercise the power in any manner they think fit;
(b) any preference Shares so issued shall confer upon the holders of those Shares, inter alia, the same rights as the holders of ordinary Shares to receive notices, reports and audited accounts, and to attend General Meetings and to vote in the circumstances outlined in the Listing Rules; and
(c) subject to the terms of any particular class of preference Shares, the issue of securities ranking equally, or any conversion of existing securities to securities ranking equally, to an existing class of preference Shares is not taken to be a variation or abrogation of the rights attached to that existing class of preference Shares.

2.5 Recognition of Trusts

Except as permitted or required by the Corporations Act, the Company shall not recognise a person as holding a Share or Share Option upon any trust.

2.6 Unregistered Interests

The Company is not bound by or compelled in any way to recognise any equitable, contingent, future or partial right or interest in any Share or Share Option (whether or not it has notice of the interest or right concerned) unless otherwise provided by this Constitution or by law, except an absolute right of ownership in the registered holder of the Share or Share Option.

2.7 Uncertificated Holdings and Electronic Transfer

Despite any other provision of this Constitution:

(a) the Company need not issue a certificate, and may cancel any certificate without issuing in substitution, in respect of any marketable security of

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the Company in any circumstances where the non-issue of that certificate is permitted by the Corporations Act; and

(b) where paragraph (a) applies, any reference to a certificate in this Constitution is to be disregarded in relation to that marketable security.

2.8 Share Holding Statements

Subject to the Listing Rules, a Shareholder shall have the right to receive such statements of the holdings of the Shareholder as are required to be distributed to a Shareholder under the Corporations Act, the ASTC Settlement Rules or the Listing Rules.

2.9 Share Certificates

To the extent that certificates are required for marketable securities of the Company:

(a) the Company must issue certificates of title to marketable securities of the Company in accordance with the Corporations Act and, if the Company is listed, the Listing Rules;
(b) a Shareholder is entitled, without charge, to one certificate for the marketable securities of the Company of each class registered in this Shareholders' sole name or to several certificates each for a reasonable part of those marketable securities;
(c) if any marketable securities of the Company are held by two or more persons, the Company is only required to issue the same number of certificates as if those marketable securities were held by one person and delivery of a issue to any of those persons is sufficient delivery to all of them; and
(d) if a certificate is lost, destroyed, worn out or defaced, then upon production of the document (if available) to the Directors, they may order it to be cancelled and may issue a new certificate in substitution subject to the conditions prescribed by the Corporations Act and the Listing Rules.

2.10 Joint Holders of Shares

Where two or more persons are registered as the joint holders of Shares they are deemed to hold the Shares as joint tenants.

2.11 Commissions

Subject to the Listing Rules the Company may exercise the powers of paying commission or brokerage conferred by Section 258C of the Corporations Act.

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2.12 Restricted Securities

The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or ASX. The Company will refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities during the escrow period except as permitted by the Listing Rules or ASX.

2.13 Option Holdings

The foregoing provisions of clause 2 shall with necessary alterations apply to Share Options or any other class of security issued by the Company.

3. SMALL SHAREHOLDERS

3.1 Marketable Parcels

In this clause 3 "Marketable Parcel" shall have the same meaning as is given to that expression in the Listing Rules or otherwise determined by ASX.

3.2 Sale of Shares of Small Shareholder

Subject to this clause 3.2, the Company at any time may give written notice (" Company Notice ") to a Shareholder whose holding of Shares is less than a Marketable Parcel (" Small Shareholder ") of its intention to exercise its powers under this clause 3.2. Unless within the period specified in the Company Notice, being not less than 6 weeks after dispatch of the Company Notice, the Small Shareholder concerned gives notice (" Small Shareholder Notice ") to the Company that the Small Shareholder wishes to retain such Shares or there is registered or lodged for registration a transfer of Shares which, together with Shares already registered in the Small Shareholder's name, will result in the holding by the Small Shareholder of at least a Marketable Parcel, the Company at its cost may arrange for the sale of the Small Shareholder's Shares through the stock exchange of the country in which such Shares are registered by the Company. For the purposes of this clause 3.2 the Small Shareholder concerned is deemed to have appointed any Director or the Secretary as the holder's attorney to execute all documents relating to the sale and transfer of such Shares.

3.3 Proceeds of Sale

The proceeds of sale shall be held by the Company in trust for the Small Shareholder concerned and paid on surrender of the certificate (if any) for the Shares so sold or on an indemnity being given to the Company in the case of a certificate (if any) which has been lost or destroyed.

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3.4 Manner of Giving Notice

Any notice under this clause 3.4 shall be in writing and in the case of a Company Notice given in the manner specified in clause 26 and in the case of a Shareholder Notice given in the manner specified in the Company Notice.

3.5 Exercise of Powers on Behalf of Company

(a) Any Director or the Secretary may act on the Company's behalf in exercising the powers of the Company under this clause 3.5.
(b) The provisions of this clause 3.5 have effect subject to the Listing Rules and notwithstanding any other provision of this Constitution.
(c) In any 12 month period the Company may give only one Company Notice to a Small Shareholder.
(d) The powers of the Company under this clause 3.5 shall cease to have effect following the announcement of a takeover offer or takeover announcement but, notwithstanding the provision that in any 12 month period the Company may give only one Company Notice to a Small Shareholder, may be started again after the close of the offers made under the takeover offer or takeover announcement.

4. LIEN

4.1 Generally

The Company shall have a first and paramount lien:

(a) on every Share (not being a fully paid Share) for all due and unpaid calls and instalments due and unpaid in respect of that Share;
(b) on all the Shares of a Shareholder or deceased Shareholder for all amounts the Company may be called upon by law to pay (and has paid) in respect of the Shares of the Shareholder or deceased Shareholder; and
(c) on all the Shares of a Shareholder who obtains Shares pursuant to an employee incentive scheme loan and to the extent such a loan remains.

4.2 Lien on Share

Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability on the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any Share registered in the name of any Shareholder (whether solely or jointly with others) or in respect of any dividends or other moneys paid or due or payable or which may become due or payable to that Shareholder by the Company on or in respect of any of those shares the Company in that case:

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(a) is fully indemnified by that Shareholder or that Shareholder's executor or administrator from all that liability;
(b) has a lien on the Shares registered in the name of that Shareholder for all money paid by the Company in respect of those Shares under or in consequence of any such law together with interest at the Prescribed Rate from the date of payment to the date of repayment;
(c) has a lien on all dividends, payable in respect of the Shares registered in the name of that Shareholder for all moneys paid by the Company in respect of those Shares or in respect of such dividends under or in consequence of any such law together with interest at the Prescribed Rate from the date of payment to the date of repayment and may deduct or set off against any of those dividends or other moneys any of those moneys paid by the Company together with interest;
(d) may recover as a debt due from such Shareholder or that Shareholder's executor or administrator wherever constituted or situated any moneys paid by the Company under any such law; and
(e) may if any such money is paid by the company under any such law refuse to register a transfer of any Shares other than by a Market Transfer by any such Shareholder or that Shareholder's executor or administrator until such money and interest have been set off or deducted as aforesaid or have been otherwise paid to the Company.

Nothing in this Constitution prejudices or affects any right or remedy which any such law may confer on the Company and as between the Company and every such Shareholder, that Shareholder's executors, administrator and estate wherever constituted or situated any right or remedy which such law confers on the Company is enforceable by the Company.

4.3 Protection of Rights

The Company may do all such things as may be necessary or appropriate for it to do under the ASTC Settlement Rules to protect any lien, charge or other right to which it may be entitled under any law or this Constitution, including where appropriate requesting the ASTC to apply a Holding Lock.

4.4 Extinguishment of Lien

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

4.5 Exemptions

The Directors may at any time exempt a Share wholly or in part from the provisions of this clause 4.

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4.6 Dividends

Whenever the Company has a lien on a Share, the lien extends to all dividends, rights and other distributions from time to time payable in respect of the Share.

4.7 Sale of Shares

Subject to clause 4.8 and the Listing Rules, the Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien.

4.8 Restrictions on Sale

A Share on which the Company has a lien shall not be sold unless:

(a) the sum in respect of which the lien exists is presently payable; and
(b) the Company has, not less than 14 days before the date of the sale, given to the registered holder for the time being of the Share or the person entitled to the Share by reason of the death or bankruptcy of the registered holder a notice in writing setting out, and demanding payment of, such part of the amount in respect of which the lien exists as is presently payable.

4.9 Person Authorised to Sign Transfers

For the purpose of giving effect to a sale of a Share under clause 4.7, the Directors may receive the consideration (if any) given for the Share so sold and may (if required) execute a transfer of the Share sold to the purchaser of the Shares or where the transfer of the Share is to be effected as a Market Transfer, the Company may do all such things as may be necessary or appropriate for it to do or effect the transfer. The Company shall register the purchaser as the holder of the Shares comprised in any such transfer and they are not bound to see to the application of the purchase money. The title of the purchaser to the Shares is not affected by any irregularity or invalidity in connection with the sale.

4.10 Proceeds of Sale

The proceeds of a sale under clause 4.7 shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any), shall (subject to any like lien for sums not presently payable that existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

5. CALLS ON SHARES

5.1 Calls

The Directors may, subject to the requirements of the Corporations Act and the Listing Rules, make calls upon a Shareholder in respect of any money unpaid on the Shares of that Shareholder and not by the terms of issue of those Shares made payable at fixed times.

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5.2 Revocation Or Postponement of Call

The Directors may revoke or postpone a call.

5.3 Making A Call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.

5.4 Payments in Advance of Calls

The Directors may accept from a Shareholder the whole or any part of the amount unpaid on a Share although no part of that amount has been called up, and in that event the Directors shall nominate whether the amount so paid is to be treated as capital or a loan to the Company by the Shareholder. If the amount so paid is nominated to be capital, it shall be deemed as from the date of such nomination to have been applied in paying up (so far as it will extend) the unpaid balance of the total issue price of the Share, but the dividend entitlement attaching to such Share shall remain as it was prior to the payment so made until there is a call in respect of the Share under this clause 5 of an amount equal to or greater than the amount so paid. If the amount so paid is nominated to be a loan to the Company, it shall carry interest at such rate, not exceeding the Prescribed Rate, as is agreed between the Directors and the Shareholder, shall not be repayable unless the Directors so determine, shall not confer on the Shareholder any rights attributable to subscribed capital, and shall, unless so repaid, be applied in payment of calls on the Share as and when the same become due.

5.5 Transfer of Shares Call Unpaid

Subject to the Listing Rules, the Company shall accept transfers of Shares call unpaid.

5.6 Notice of Call and Shareholders

Each Shareholder must, on receiving at least 15 Business Days notice (or such longer period as the Listing Rules shall require) specifying:

(a) the name of the Shareholder;
(b) the number of shares held by the Shareholder;
(c) the amount of the call;
(d) the due date for payment of the call;
(e) the consequences of non-payment of the call;
(f) the taxation deductions applicable (if any) and how they may be applied for;

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(g) market details regarding the shares and any other shares in the Company as required by the Listing Rules; and
(h) such other information as required by the Listing Rules,

pay to the Company at the time or times and place so specified the amount called on the Shares.

5.7 Joint Holders

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

5.8 Non Receipt of Notice of Call

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

5.9 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 and including the day for payment to the time of actual payment at the Prescribed Rate, but the Directors may waive payment of that interest wholly or in part.

5.10 Instalments deemed calls

Subject to the Listing Rules any sum that, by the terms of issue of a Share, becomes payable on allotment or at a fixed date is deemed for the purposes of this Constitution to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

5.11 Differentiation between Shareholders as to calls

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

6. FORFEITURE OF SHARES

6.1 Notice requiring payment of call

(a) If a Shareholder fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on the Shareholder 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 have been incurred by the Company by reason of such non-payment.

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(b) The notice must name a further day being the date 10 Business Days after the day for payment of the call or instalment 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.

6.2 Forfeiture for failure to comply with notice

If the requirements of a notice served under clause 6.1 are not complied with, any Share of which a call is unpaid at the expiration of 10 Business Days after the day for its payment is thereupon forfeited without any resolution of the Directors to that effect. Such a forfeiture includes all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

Any Share forfeited under this clause 6.2 may be sold, re-allotted or otherwise disposed of to whom and on such terms and conditions, subject to the Corporations Act and Listing Rules, as the Directors think fit.

6.3 Notice of Forfeiture

If any Share is forfeited under this clause 6, notice of the forfeiture must be given to the Shareholder holding the Share immediately prior to the forfeiture and an entry of forfeiture with the date thereof must be made in the Register.

6.4 Surrender of Share

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

6.5 Cancellation of forfeiture

At any time before a sale or disposition of a Share, the forfeiture of that Share may be cancelled on such terms as the Directors think fit.

6.6 Effect of forfeiture on former holder's liability

A person whose Shares have been forfeited ceases to be a Shareholder in respect of the forfeited Shares, but remains liable to pay the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the shares (including interest at the Prescribed Rate, from the date of forfeiture on the money for the time being unpaid if the Directors think fit to enforce payment of the interest and also expenses owing), but that person's liability ceases if and when the Company receives payment in full of all money (including interest and expenses) so payable in respect of the Shares.

6.7 Evidence of forfeiture

A statement in writing declaring that the person making the statement is a Director or a Secretary of the Company, and that a Share in the Company has been duly forfeited in accordance with this Constitution on a date stated in the

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statement, is prima facie evidence of the facts, stated in the statement as against all persons claiming to be entitled to the Share.

6.8 Transfer of forfeited share

The Company may receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share and may effect a transfer of the Share in favour of the person to whom the Share is sold or disposed of. Upon 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. The title of the transferee to the Share is not affected by an irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.

6.9 Forfeiture applies to non-payment of instalment

The provisions of this Constitution as to forfeiture apply in the case of nonpayment of any sum that, by the terms of issue of a Share, becomes payable at a fixed time, as if that sum had been payable by virtue of a call duly made and notified. Where the transfer of forfeited Shares is to be effected by a ASTC regulated transfer, the Company may do all such things as may be necessary or appropriate for it to do under the ASTC Settlement Rules.

6.10 Listing Rules

The Company shall comply with the Listing Rules with respect to forfeited Shares.

7. TRANSFER OF SHARES

7.1 Forms of Instrument of Transfer

Subject to this Constitution, a Shareholder may transfer all or any of the Shareholder's Shares by:

(a) Market Transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in shares, including a transfer that may be effected pursuant to the ASTC Settlement Rules or other electronic transfer process; and
(b) an instrument which is:
(i) in writing in any usual or common form or in any other form that the Directors approve;
(ii) a sufficient instrument or transfer of marketable securities under Section 1071B of the Corporations Act;
(iii) in a form approved by ASX; or
(iv) in any other usual or common form.

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7.2 Registration Procedure

Where an instrument of transfer referred to in clause 7.1(b) is to be used by a Shareholder to transfer Shares the following provisions apply:

(a) it must be executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act;
(b) the instrument of transfer must be left for registration at the share registry of the Company, accompanied by the certificate for the Shares to which it relates (if any) and such information as the Directors properly require to show the right of the transferor to make the transfer, and in that event, the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as a Shareholder;
(c) the Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and market or note transfer forms without charge except in the case where the Company issues certificates for Shares to replace a lost or destroyed certificate; and
(d) on registration of a transfer of Shares, the Company must cancel the old certificate (if any).
7.3

Transferor Holds Shares Until Registration of Transfer

(a) Except in the case of a proper ASTC Transfer, a transferor of Shares remains the holder of the Shares transferred until the transfer (if any) is registered and the name of the transferee is entered in the Register of Shareholders in respect of the Shares. The right to any dividends declared on any Shares subject to a transfer will be determined by reference to the Record Date for the purpose of that dividend and the date of registration of the transfer.
(b) In the case of a Market Transfer or any other transfer the Company must comply with such obligations as may be imposed on it by the Listing Rules and ASTC Settlement Rules in connection with any transfer of Shares.

7.4 Directors' Powers to Decline to Register

(a) The Directors may decline to register any transfer of Shares (other than a Market Transfer) where:
(i) the Listing Rules or ASTC Settlement Rules permit the Company to do so;
(ii) the Listing Rules or ASTC Settlement Rules require the Company to do so; or

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(iii) the transfer is in breach of the Listing Rules or any escrow agreement relating to Restricted Securities entered into by the Company under the Listing Rules.
(b) If in the exercise of their rights under clause 7.4(a) the Directors refuse to register a transfer of a Share, they must give written notice in accordance with the Listing Rules of the refusal to the transferee and the Broker lodging the transfer (if any). Failure to give such notice will not invalidate the decision of the Directors.
(c) Notwithstanding any other provisions contained in this Constitution, the Company must not:
(i) prevent, delay or interfere with the registration of a proper ASTC transfer or the registration of a paper based transfer in registrable form; or
(ii) divest or disenfranchise the rights of a Shareholder,

in a manner which is contrary to the provisions of any of the Listing Rules or the ASTC Settlement Rules.

Company to Retain Instrument of Transfer

(a) The Company must retain every instrument of transfer which is registered for such period as the Directors determine.
(b) Where the Directors refuse registration of a transfer under this Constitution, the transfer must be returned to the person who deposited it if demand is made within 12 months of the giving of notice of refusal to register unless there has been an allegation of fraud concerning the transfer or the transaction to which it relates.

7.6 Other Securities

The provisions of this clause 7.6 shall apply, with necessary alterations, to any other Listed Securities for the time being issued by the Company.

8. TRANSMISSION OF SHARES

8.1 Transmission of Shares on Death of Holder

In the case of the death of a Shareholder, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where the deceased was a sole holder, are the only persons recognised by the Company as having any title to the deceased's interest in the Shares, but this clause 8.1 does not release the estate of a deceased joint holder from any liability in respect of a Share that had been jointly held by the deceased with other persons.

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8.2 Death or Bankruptcy of Shareholder

Subject to clause 8.1, where the registered holder of a Share dies or becomes bankrupt, their personal representative or the trustee of their estate, as the case may be, shall be entitled upon the production of such information as is properly required by the Directors, to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting or otherwise), as the registered holder would have been entitled to if they had not died or become bankrupt.

8.3 Registration by Transmission or to Beneficiary

A person becoming entitled to a Share in consequence of the death or, subject to the Bankruptcy Act 1966, the bankruptcy of a Shareholder may, upon such information being produced as is properly required by the Directors, elect by written notice to the Company either to be registered as holder of the Share or to nominate some other person to be registered as the transferee of the Share. If they elect to have another person registered, they shall execute a transfer of the Share to that other person.

8.4 Limitations to Apply

All the limitations, restrictions and provision of this Constitution relating to the right to transfer Shares and the registration of a transfer of Shares are applicable to any such notice or transfer as if the death or bankruptcy of the Shareholder had not occurred and the notice of transfer were a transfer signed by that Shareholder.

9. REDUCTIONS OF CAPITAL

9.1 Reduce Share Capital

The Company may reduce its share capital by any of the means authorised by the Corporations Act, subject to the provisions of that law and, where applicable, the Listing Rules. The Company may reduce its share capital in any way that is not otherwise authorised by law, including by way of an in specie distribution of the assets of the Company (including any shares, options or other securities in another Corporation), if the reduction:

(a) is fair and reasonable to the Company's Shareholders as a whole;
(b) does not materially prejudice the Company's ability to pay its creditors; and
(c) is approved by Shareholders in accordance with Section 256C of the Corporations Act.

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9.2 Shares in another Corporation

Where the Company pursuant to a reduction of its share capital in accordance with clause 9.1 distributes to its Shareholders shares, options or other securities in another Corporation:

(a) the Shareholders will be deemed to have agreed to become members of that Corporation; and
(b) each of the Shareholders appoints the Company or any of the Directors as its agent to execute any transfer or other document required to effect the distribution of shares, options or other securities to that Shareholder.

10. SHARE BUY-BACKS

10.1 Power to Buy Back Shares

The Company may buy ordinary Shares in itself by any of the means authorised by the Corporations Act, subject to the provisions of that law and, where applicable, the Listing Rules.

11. GENERAL MEETINGS

11.1 Convening of General Meetings of Shareholders

The Directors may, whenever they think fit, convene a general meeting of Shareholders provided that, in the event that there are no Directors holding office, the Secretary shall convene a general meeting for the purpose of electing Directors. A general meeting shall also be convened on requisition as is provided for by the Corporations Act or, in default, may be convened by such requisitions as empowered to do so by the Corporations Act.

11.2 Notice

Subject to the Listing Rules and to the provisions of the Corporations Act, a notice of a general meeting shall be given in accordance with the requirements of Part 2G.2 Division 3 of the Corporations Act and clause 26, and shall specify the place, the day and the time of the meeting and shall state the general nature of the business to be transacted at the meeting. For the purposes of receipt of proxy appointments, the notice must specify a place and fax number and may specify an electronic address. The non-receipt of a notice of a general meeting by a Shareholder or the accidental omission to give such a notice to a Shareholder shall not invalidate any resolution passed at any such meeting.

11.3 Notice to ASX

The Company shall notify ASX of the date of any general meeting at which Directors are to be elected at least 5 Business Days before the closing date for the receipt of nominations for election to the office of Director. The Company must immediately give to ASX a copy of a document it sends to the holders of

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securities in a class. All notices convening general meetings shall specify the place, date and hour of the meeting.

11.4 Annual General Meeting

An annual general meeting shall be held in accordance with the requirements of Section 250N to 250T of the Corporations Act.

11.5 Postponement or Cancellation

Subject to Section 249D(5) and 250N of the Corporations Act, the Directors may:

(a) postpone a meeting of Shareholders;
(b) cancel a meeting of Shareholders; or
(c) change the place for a general meeting,

by written notice given to ASX.

If a meeting of Shareholders is postponed for 1 month or more, the Company must give new notice of the postponed meeting.

12. PROCEEDINGS AT GENERAL MEETINGS

12.1 Quorum

No business shall be transacted at any general meeting unless a quorum is present comprising 2 Shareholders present in person, by proxy, attorney or Representative. For the purpose of determining whether a quorum is present, a person attending as a proxy, attorney or Representative, shall be deemed to be a Shareholder present in person. If a quorum is not present within 30 minutes after the time appointed for a general meeting, the general meeting, if convened upon a requisition, shall be dissolved, but in any other case it shall stand adjourned sine die.

12.2 Business At General Meetings

Only matters that appear in a notice of meeting shall be dealt with at a general meeting or an annual general meeting, as the case may be.

12.3 Persons Entitled to Attend A General Meeting

The persons entitled to attend a general meeting shall be:

(a) Shareholders, in person, by proxy, attorney or Representative;
(b) Directors;
(c) the Company's auditor; and

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

12.4 Chair

If the Directors have elected one of their number as Chair of Directors' meetings they shall, if willing, preside as Chair at every general meeting. Where a general meeting is held and a Chair has not been so elected, or the Chair is not present within 15 minutes after the time appointed for the holding of the general meeting or is unwilling to act, the Directors present shall elect one of their number to be Chair of the general meeting, but failing an election by the Directors, the Shareholders present shall elect one of their number to be Chair of the General Meeting.

12.5 Adjournment

The Chair may, with the consent of the general meeting at which a quorum is present, and shall, if so directed by the general meeting, adjourn the general meeting from time to time and from place to place, but no business shall be transacted on the resumption of any adjourned general meeting other than the business left unfinished at the general meeting from which the adjournment took place. If a meeting of Shareholders is adjourned for 1 month or more, the Company must give new notice of the resumed meeting.

12.6 Notice of Resumption of Adjourned General Meeting

When a general meeting is adjourned for 30 days or more, notice of the resumption of the meeting shall be given in the same manner as for the original general meeting, but otherwise, it is not necessary to give any notice of any adjournment or of the business to be transacted on the resumption of the adjourned general meeting.

12.7 Voting Rights and Chair's Casting Vote

(a) Subject to paragraph (b) of this clause 12.7, the Listing Rules and any rights or restrictions for the time being attached to any class or classes of Shares at general meetings of Shareholders or classes of Shareholders:
(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or Representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder shall, in respect of each fully paid Share held by them, or in respect of which they are appointed a proxy, attorney or Representative, have one vote for the Share, but in respect of partly paid Shares, shall have a fraction of a vote for each partly paid Share. The fraction shall be equivalent to the proportion which the amount paid (not

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credited) is of the total amounts paid and payable, excluding amounts credited, provided that amounts paid in advance of a call are ignored when calculating a true proportion.

(b) In the event of a breach of the Listing Rules relating to Restricted Securities or of any escrow agreement entered into by the Company under the Listing Rules in relation to any Shares which are classified under the Listing Rules or by ASX as Restricted Securities, the member holding the Shares in question shall cease to be entitled to any voting rights in respect of those Shares for so long as the breach subsists.
(c) In the case of an equality of votes on a show of hands or a poll the Chair of the meeting has a casting vote in addition to any vote to which the Chair may be entitled as a Shareholder, or as a proxy, attorney or properly appointed representative of a Shareholder.

12.8 Voting - Show of Hands

At any general meeting a resolution put to the vote of the general meeting shall be decided on a show of hands unless a poll is demanded in accordance with clause 12.10.

12.9 Results of Voting

Unless a poll is so demanded, a declaration by the Chair 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 general meetings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution, provided that the declaration reflects the show of hands and the votes of the proxies received.

12.10 Poll

A poll may be demanded before or immediately upon the declaration of the result of the show of hands by:

(a) the Chair of the general meeting; or
(b) at least 5 Shareholders entitled to vote on the resolution present in person or by proxy, attorney or Representative; or
(c) any one or more Shareholders holding not less than 5% of the total voting rights of all Shareholders having the right to vote on the resolution.

12.11 Manner of Taking Poll

If a poll is duly demanded, it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chair directs, and the result of the poll shall be the resolution of the general meeting at which the poll was demanded. A poll demanded on the election of a Chair or on a question of

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adjournment shall be taken forthwith. The demand for a poll may be withdrawn.

12.12 Meeting May Continue

A demand for a poll shall not prevent the continuation of the general meeting for the transaction of other business.

12.13 Voting by Joint Holders

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

12.14 Shareholder Under Disability

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

12.15 Payment of Calls

At a general meeting a Shareholder can on a show of hands and on a poll, vote in respect of Shares held by them on which all calls presently payable by them in respect of those Shares have been paid, but not in respect of those Shares held by them on which calls presently payable by them in respect of those Shares have not been paid.

12.16 Objection to Voting

An objection may be raised to the qualification of a voter only at the general meeting or adjourned general meeting at which the vote objected to is given or tendered. Any such objection shall be referred to the Chair of the general meeting, whose decision shall be final. A vote not disallowed pursuant to such an objection is valid for all purposes.

12.17 Appointment of Proxy

A Shareholder who is entitled to attend and cast a vote at a general meeting may appoint a person as the Shareholder's proxy to attend and vote for the Shareholder at the general meeting. The appointment may specify the proportion or number of votes that the proxy may exercise. Each Shareholder may appoint a proxy. A Shareholder who is entitled to cast 2 or more votes at the meeting may appoint 2 proxies. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes. Any fraction of votes resulting from the application of this clause 12.17 shall be disregarded.

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12.18 Instrument of Proxy

An instrument appointing a proxy:

(a) shall be signed by the appointor or their attorney, or, if the appointer is a body corporate, either under seal or signed by a duly authorised officer, or officers (as the case may be) or attorney;
(b) for the purposes of clause 12.18, if a notice of meeting specifies an electronic means by which a Shareholder may give an instrument of proxy, the instrument of proxy received by that electronic means will be taken to have been signed in accordance with clause 12.18(a) if the instrument of proxy has been authenticated in a manner approved by the Directors in accordance with the Corporations Act;
(c) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;
(d) shall be deemed to confer authority to demand or join in demanding a poll;
(e) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act;
(f) shall not be effective unless the instrument of proxy and, if applicable, the original power of attorney or other authority under which the instrument is signed or a certified copy of that power or authority, is received by the Company at its Registered Office, or is transmitted to and received at a facsimile number at the Registered Office (or at another address or facsimile number including an electronic address, specified for that purpose in the relevant notice of meeting) no later than 48 hours prior to the time of the commencement of the general meeting (or the resumption thereof if the general meeting is adjourned); and
(g) shall comply with the Listing Rules.

The Company shall send out proxy forms which will enable Shareholders to vote for or against each resolution with notices convening general meetings of the Company.

12.19 Proxy Votes

A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed) or the transfer of the Share in respect of which the instrument or power is given, if no notification in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered

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Office before the commencement of the general meeting or adjourned general meeting at which the instrument is used or the power is exercised.

12.20 Representatives of Corporate Shareholders

A body corporate (" appointor ") that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act, by resolution of its Directors or other governing body, such person or persons as it may determine to act as its Representative at any general meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the appointor as a Shareholder. When a Representative is present at a general meeting of the Company, the appointor shall be deemed to be personally present at the general meeting unless the Representative is otherwise entitled to be present at the general meeting.

13. THE DIRECTORS

13.1 Number of Directors

The Company shall at all times have at least 3 Directors at least 2 of whom must ordinarily reside in Australia. The number of Directors shall not exceed 9 provided that the Company may, by ordinary resolution, increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office provided that no Director other than the Managing Director shall be entitled to hold office for more than 3 years without rotation.

13.2 Rotation of Directors

Subject to clause 17.4 at every annual general meeting of the Company onethird of the Directors (other than alternate Directors and the Managing Director) for the time being, or, if their number is not a multiple of 3, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years, shall retire from office. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election.

13.3 Election of Directors

The Company may, at the general meeting at which a Director so retires, fill the vacated office by electing the retiring Director (if offering themselves for re-election and not being disqualified under the Corporations Act from holding office as a Director) or another person to that office by resolution. The Company shall observe the requirements of Section 225 of the Corporations Act with respect to the election of Directors.

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13.4 Nomination of Directors for Election

No person, other than a Director seeking re-election, shall be eligible for election to the office of Director at any general meeting unless they or some Shareholder intending to propose their nomination has, at least 30 Business Days before the meeting, left at the Registered Office a notice in writing, duly signed by the nominee, giving their consent to the nomination and signifying their candidature for the office or the intention of such Shareholder to propose them. Notice of each and every candidature for election as a Director shall be given to each Shareholder with or as part of the notice of the meeting at which the election is to take place.

Where the number of nominations for election as a Director exceeds the number of Directors who have or are to resign at the general meeting, the order in which the nominations are to be voted on shall be determined by drawing lots and once the relevant vacancies have been filled, no further nominations shall be voted on.

13.5 Casual Vacancies and Additional Directors

The Directors may at any time appoint a person to be a Director (but not as an alternate Director), either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

13.6 Removal of Director

The Company may by resolution remove any Director before the expiration of their period of office, and may by resolution appoint another person in their place. The person so appointed is subject to retirement at the same time as if they had become a Director on the day on which the Director in whose place they are appointed was last elected a Director.

13.7 Vacation of Office

The office of Director shall automatically become vacant if the Director:

(a) ceases to be a Director by virtue of Section 206A(2) or any other provision of the Corporations Act;
(b) becomes bankrupt or makes any arrangement or composition with their creditors generally;
(c) becomes prohibited from being a Director by reason of any order made under the Corporations Act;
(d) 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;

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(e) resigns their office by notice in writing to the Company;
(f) is removed from office under clause 13.6; or
(g) they are absent for more than 6 months, without permission of the Directors, from meetings of the Directors held during that period.

13.8 Remuneration

The Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors such sum as may from time to time be determined by the Company in general meeting, to be divided among the Directors in such proportions as they shall from time to time agree or in default of agreement equally. The remuneration of the Directors shall not be increased except pursuant to a resolution passed at a general meeting of the Company where notice of the suggested increase shall have been given to Shareholders in the notice convening the meeting. Fees payable to non-Executive Directors shall be by a fixed sum and not by a commission on or percentage of profits or operating revenue. Remuneration payable to Executive Directors shall not include a commission on or percentage of operating revenue. The remuneration of a Director shall be deemed to accrue from day to day.

13.9 Expenses

The Directors shall be entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. If any of the Directors being willing shall be called upon to perform extra services or make any special exertions on behalf of the Company or the business of the Company, the Directors may remunerate such Director in accordance with such services or exertions, and such remuneration may be either in addition to or in substitution for their Share in the remuneration provided for by clause 13.8.

13.10 Qualification of Directors

A Director is not required to hold any Shares.

14. POWERS AND DUTIES OF DIRECTORS

14.1 Management of the Company

Subject to the Corporations Act, the Listing Rules and to any other provision of this Constitution, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and forming the Company, and 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.

14.2 Borrowings

Without limiting the generality of clause 14.1, the Directors may at any time:

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(a) exercise all powers of the Company to borrow 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;
(b) sell or otherwise dispose of the whole or any part of the assets, undertakings and other properties of the Company or any that may be hereafter acquired on such terms and conditions as they may deem advisable, but:
(i) the Company shall comply with the Listing Rules;
(ii) any sale or disposal of the Company's main undertaking shall only be made subject to the prior approval or ratification of the sale or disposal by the Company in general meeting; and
(iii) on the sale or disposition of the Company's main undertaking or on the liquidation of the Company, no commission or fee shall be paid to any Director or Directors or to any liquidator of the Company unless it shall have been ratified by the Company in general meeting, with prior notification of the amount of such proposed payments having been given to all Shareholders at least 10 Business Days (in the case of an ordinary resolution) or 15 Business Days (in the case of a special resolution) prior to the meeting at which any such payment is to be considered; and
(c) take any action necessary or desirable to enable the Company to comply with the Listing Rules.

14.3 Attorneys

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit. Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors may determine and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in them.

14.4 Cheques Etc.

All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Directors or in such other manner as the Directors determine.

14.5 Retirement Benefits for Directors

Subject to Part 2D.2 (Division 2) of the Corporations Act and the Listing Rules, the Directors may at any time adopt any scheme or plan which they consider to be in the interests of the Company and which is designed to provide

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retiring or superannuation benefits for both present and future non-Executive Directors, and they may from time to time vary any such scheme or plan. Any scheme or plan may be effected by agreements entered into by the Company with individual Directors, or by the establishment of a separate trust or fund, or in such other manner as the Directors consider proper. The Directors may, subject to Part 2D.2 (Division 2) of the Corporations Act and the Listing Rules, attach such terms and conditions to any entitlement under any such scheme or plan as they think fit, including, without limitation, a minimum period of service by a Director before the accrual of any entitlement and the acceptance by the Directors of a prescribed retiring age.

14.6 Securities to Directors

If any Director of the Company acting solely in their capacity as Director shall become personally liable for the payment of any sum primarily due by the Company, the Directors may create any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the person so becoming liable from any loss in respect of such liability.

15. PROCEEDING OF DIRECTORS

15.1 Convening A Meeting

A Director may at any time, and a Secretary shall, whenever requested to do so by one or more Directors, convene a Directors' meeting but not less than 24 hours' notice of every such Directors' meeting shall be given to each Director either by personal or telephone contact or in writing (including, without limitation, by facsimile or electronic transmission to a machine at a Director's home or usual place of business) by the convenor of the meeting. The Directors may by unanimous resolution agree to shorter notice.

15.2 Procedure At Meetings

The Directors may meet together for the dispatch of business and adjourn and, subject to this clause 15, otherwise regulate the Directors' meetings as they think fit.

15.3 Quorum

No business shall be transacted at any Directors' meeting unless a quorum is present, comprising 2 Directors present in person or by instantaneous communication device in accordance with clause 16 who are entitled to vote at the meeting, or such greater number as is determined by the Directors.

15.4 Majority Decisions

Questions arising at any Directors' meeting shall be decided by a majority of votes. A resolution passed by a majority of Directors shall for all purposes be deemed a determination of the Directors.

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15.5 Casting Votes

In the case of an equality of votes, the Chair of the meeting shall have a second or casting vote, but the Chair shall have no casting vote where only 2 Directors are competent to vote on the question.

15.6 Alternate Directors

A Director may appoint any person to be an alternate Director in their place during such period as they think fit, and the following provisions shall apply with respect to any alternate Director:

(a) they are entitled to notice of Directors' meetings and, if their appointor Director is not present at such a Directors' meeting, they are entitled to attend and vote in the place of the absent Director;
(b) they may exercise any powers that their appointor Director may exercise, and the exercise of any such power by the alternate Director shall be deemed to be the exercise of the power by their appointor Director;
(c) they are not required to hold any Shares;
(d) their appointment may be terminated at any time by their appointor Director notwithstanding that the period of the appointment of the alternate Director has not expired, and the appointment shall terminate in any event if their appointor Director ceases to be a Director except where the appointor retires at an annual general meeting under clause 13.2 and is reappointed as a Director at that annual general meeting; and
(e) the appointment, or the termination of an appointment, of an alternate Director shall be effected by a written notice signed by the Director who made the appointment given to the Company.

15.7 Continuing Directors May Act

In the event of a vacancy or vacancies in the office of a Director, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum, or in order to convene a general meeting of the Company.

15.8 Chair

The Directors shall elect from among their number a Chair and may elect from their numbers a Vice-Chair of their meetings and may determine the period for which each is to hold office. Where a Directors' meeting is held and a Chair has not been elected or the Chair or in their absence, the Vice-Chair (if one has been elected) is not present within 10 minutes after the time appointed for

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holding of the Directors' meeting or is unwilling to act, the Directors present shall elect one of their number to be a Chair of the Directors' meeting.

15.9 Committees

The Directors may delegate any of their powers, other than powers required by law to be dealt with by the Directors as a board, to a committee or committees consisting of such of their number as they think fit. A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the Directors, and a power so exercised shall be deemed to have been exercised by the Directors. The members of such a committee may elect one of their number as Chair of their meetings. Questions arising at a meeting of a committee shall be determined by a majority of votes of the members present and voting. In the case of an equality of votes, the Chair shall have a casting vote.

15.10 Written Resolutions

A resolution in writing signed by all Directors for the time being or their respective alternate Directors (except those Directors (or their alternates) who expressly indicate their abstention in writing to the Company and those who would not be permitted by virtue of Section 195 of the Corporations Act to vote were the resolution to be put to a meeting of the Directors) shall be as valid and effectual as if it had been passed at a Directors' meeting duly convened and held. Any such resolution may consist of several documents in like form but each document must contain a statement that the Directors are in favour of the resolution and the statement of the Directors must be identical, each document signed by one or more Directors. A facsimile transmission or other document produced by electronic or mechanical means and bearing the signature of the Director, printed electronically or mechanically and with their authority, shall be deemed to be a document in writing signed by the Director.

15.11 Defective Appointment

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

15.12 Directors May Hold Other Offices

A Director may hold any other office or place of profit in or in relation to the Company (except that of auditor) in conjunction with their office of Director and on such terms as to remuneration or otherwise as the Directors shall approve.

15.13 Directors May Hold Shares, Etc.

A Director may be or become a shareholder in or director of or hold any other office or place of profit in or in relation to any other company promoted by the

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Company or in which the Company may be interested, whether as a vendor, shareholder or otherwise.

15.14 Directors Not Accountable for Benefits

No Director shall be accountable for any benefits received as the holder of any other office or place of profit in or in relation to the Company or any other company referred to in clause 15.13 or as a shareholder in or director of any such other company.

15.15 Disclosure of Interests and Voting

Where a Director has a material personal interest in a matter that relates to the affairs of the Company the Director must:

(a) where required by the Corporations Act, give the other Directors notice of the nature and extent of the interest and the relation of the interest to the affairs of the Company at a Directors' meeting as soon as practicable after the Director becomes aware of the interest; and
(b) unless otherwise permitted under the Corporations Act, not be present while the matter is being considered at a Directors' meeting or vote on the matter.

15.16 Contracts not Avoided

Subject to the Listing Rules and Chapter 2E of the Corporations Act, no Director shall be disqualified by their office from contracting with the Company whether as vendor purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided or prejudiced on that account, nor shall any Director be liable to account to the Company for any profit arising from any such contract or agreement by reason only of such Director holding that office or of the fiduciary relationship thereby established provided that the Director has complied with the requirements of clause 15.15.

16. MEETING BY INSTANTANEOUS COMMUNICATION DEVICE

16.1 Meetings to Be Effectual

For the purposes of this Constitution, the contemporaneous linking together by instantaneous communication device of a number of Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, shall be deemed to constitute a Directors' meeting and all the provisions of this Constitution as to the Directors' meetings shall apply to such meetings held by instantaneous communication device so long as the following conditions are met:

(a) All the Directors shall give their consent to the calling and holding of Directors' meetings using any technology;

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(b) all the Directors (including any alternate for any Director) shall be entitled to receive a notice of Directors' meeting by instantaneous communication device. Notice of any such Directors' meeting shall be given on the instantaneous communication device or in any other manner permitted by this Constitution;
(c) each of the Directors taking part in the Directors' meeting by instantaneous communication device must, subject to clause 16.2, be able to hear each of the other Directors taking part; and
(d) at the commencement of the Directors' meeting each Director must acknowledge their presence to all the other Directors taking part.

16.2 Procedure At Meetings

A Director may not leave a Directors' meeting held under clause 16.1 by disconnecting their instantaneous communication device unless the Director has previously obtained the express consent of the Chair of the Directors' meeting and shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the Directors' meeting by instantaneous communication device unless the Director has previously obtained the consent to leave as aforesaid. However, if the Director would not be permitted by virtue of Section 195 of the Corporations Act to be present or to vote during the consideration of a matter then such Director may advise the meeting and disconnect their instantaneous communication device during the consideration of such matter without obtaining the express consent of the Chair and the Director shall not be counted for the purpose of determining a quorum during the consideration of the matter.

16.3 Minutes

A minute of the proceedings at a Directors' meeting held under clause 16.1 shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chair or the person taking the chair at the Directors' meeting held under clause 16.1.

16.4 Definition

For the purposes of this Constitution "instantaneous communication device" shall include telephone, television or any other audio or audio-visual device which permits instantaneous communication.

17. MANAGING DIRECTOR

17.1 Appointment

The Directors may, from time to time appoint, one of their number to the office of Managing Director of the Company either for a fixed term or at will, but not for life and one or more of their number to the office of Executive Director or Executive Directors for a term not exceeding 3 years and, subject to the terms of any agreement entered into in a particular case, may revoke any such

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appointment. The appointment of the Managing Director or of an Executive Director so appointed automatically terminates if they cease for any reason to be a Director.

17.2 Remuneration

The Managing Director or an Executive Director shall, subject to the terms of any agreement entered into in a particular case, receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine provided that no Managing Director or Executive Director shall be paid as the whole or part of their remuneration a commission on or percentage of operating revenue.

17.3 Powers

The Directors may, upon such terms and conditions and with such restrictions as they think fit, confer upon the Managing Director or an Executive Director any of the powers exercisable by them. Any powers so conferred may be concurrent with, or be to the exclusion of, the powers of the Directors. The Directors may at any time withdraw or vary any of the powers so conferred on the Managing Director or on the Executive Director.

17.4 Rotation

The Managing Director shall not retire by rotation in accordance with clause 13.2 or be taken into account in determining the rotation of retirement of Directors but Executive Directors shall.

18. SECRETARY

18.1 Secretary

A Secretary of the Company shall hold office on such terms and conditions, as to remuneration and otherwise, as the Directors determine.

19. SEALS

19.1 Common Seal

The Directors shall provide for the safe custody of the Seal. The Seal shall only be used by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the Seal. Every document to which the Seal is affixed shall be signed by a Director and countersigned by another Director, (who may be an alternate 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.

19.2 Execution of Documents without the Seal

The Company may execute a document without using the Seal if the document is signed by:

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(a) two Directors; or
(b) a Director and a Secretary.

19.3 Share Seal

Subject to Section 123 of the Corporations Act, the Company is authorised to have a duplicate Common Seal, known as the Share Seal, which shall be a copy of the Common Seal with the addition on its face of the words "Share Seal", and the following provisions shall apply to its use:

(a) any certificate for Shares may be issued under the Share Seal and if so issued shall be deemed to be sealed with the Common Seal;
(b) subject to the following provisions of this clause 19.3, the signatures required by clause 19.1 on a document to which the Common Seal is affixed may be imposed by some mechanical means;
(c) subject to the following provisions of this clause 19.3, the Directors may determine the manner in which the Share Seal shall be affixed to any document and by whom a document to which the Share Seal is affixed shall be signed, and whether any signature so required on such a document must be actually written on the document or whether it may be imposed by some mechanical means;
(d) the only documents on which the Share Seal may be used shall be Share or stock unit certificates, debentures or certificates of debenture stock, secured or unsecured notes, option certificates and any certificates or other documents evidencing any Share Options or rights to take up any Shares in or debenture stock or debentures or notes of the Company; and
(e) signatures shall not be imposed by electronic or mechanical means, nor (except when the requirements of clause 19.1 as to signatures are complied with) shall the Share Seal be used on any certificate or other document mentioned in paragraph 19.3(d) of this clause unless such certificate or other document has first been approved for sealing or signature (as the case may be) by the Directors or other authorised person or persons.

20. ACCOUNTS, AUDIT, RECORDS AND RECORD DATE

20.1 Accounting Records to Be Kept

The Directors shall cause proper accounting and other records to be kept by the Company and shall distribute copies of the Company's accounts and reports as required by the Corporations Act and the Listing Rules.

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20.2 Audit

The Company shall comply with the requirements of the Corporations Act and the Listing Rules as to the audit of accounts, registers and records.

20.3 Inspection

Except as otherwise required by the Corporations Act, the Directors shall 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 Shareholders other than Directors. A Shareholder, other than a Director, shall not be entitled to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting.

20.4 Record Date

The Company may, in accordance with the Listing Rules and the ASTC Settlement Rules, fix a record date for the purpose of determining entitlements.

21. MINUTES

21.1 Minutes to Be Kept

The Directors shall cause to be kept, in accordance with Sections 251A and 1306 of the Corporations Act, minutes of:

(a) all proceedings of general meetings and Directors' meetings; and
(b) all appointments of Officers and persons ceasing to be Officers.

21.2 Signature of Minutes

All minutes shall be signed by the Chair of the meeting at which the proceedings took place or by the Chair of the next succeeding meeting.

21.3 Requirements of the Corporations Act

The Company and the Officers shall comply with the requirements of Sections 251A and if applicable 251AA of the Corporations Act.

22. DIVIDENDS AND RESERVES

22.1 Dividends

The Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. The dividend as declared shall (subject to clause 22.9, the rights of any preference Shareholders and to the right of the holders of any shares created or raised under any special arrangement as to dividend) be payable on all Shares in accordance with Section 254W of the Corporations Act.

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22.2 Interim Dividend

Subject to clause 22.9 the Directors may from time to time pay to the Shareholders such interim dividends as they may determine.

22.3 Dividends Only Payable From Profits

No dividend shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive.

22.4 No Interest

No dividend shall carry interest as against the Company.

22.5 Reserves

The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

22.6 Alternative Method of Payment of Dividend

(a) When declaring any dividend, the Directors may:
(i) direct payment of the dividend to be made wholly or in part by the distribution of specific assets or documents of title (including, without limitation, paid-up Shares, debentures or debenture stock of this or any other company, gold, gold or mint certificates or receipts and like documents) or in any one or more of such ways, and where any difficulty arises with regard to the distribution the Directors may settle it as they think expedient and in particular may issue fractional certificates and may fix the value for distribution of such specific assets or any part of such assets and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the Directors; or
(ii) subject to the Listing Rules, direct that such dividend be payable to particular Shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source and to the remaining Shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source and may so direct notwithstanding that by so doing the dividend will form part of the assessable income for taxation purposes of some Shareholders and will not form part of the assessable income of others.

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(b) If the Company is required to distribute to its Shareholders, by way of dividend, shares, options or other securities in another Corporation:
(i) the Shareholders will be deemed to have agreed to become members of that Corporation; and
(ii) each of the Shareholders appoints the Company or any of the Directors as its agent to execute any transfer or other document required to effect the distribution of shares, options or other securities to the Shareholders.

22.7 Payment of Dividends

All dividends shall be dispatched simultaneously to the Shareholders entitled to the dividend. Any one or two or more joint holders may give effectual receipts for any dividends, interest or other money payable in respect of the Shares held by them as joint holders.

22.8 Unclaimed Dividends

All dividends declared but unclaimed may be invested or otherwise made use of 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.

22.9 Breach of Restriction Agreement

In the event of a breach of the Listing Rules relating to Restricted Securities or of any escrow agreement entered into by the Company under the Listing Rules in relation to any Shares which are classified under the Listing Rules or by ASX as Restricted Securities, the Shareholder holding the Shares in question shall cease to be entitled to any dividends or distribution in respect of those Shares for so long as the breach subsists.

23. CAPITALISATION

23.1 Capitalisation

Subject to the Listing Rules, the Directors may from time to time capitalise profits. The capitalisation need not be accompanied by the issue of Shares.

23.2 Procedures

Subject to the Listing Rules, if the capitalisation involves the issue of Shares, the Directors shall do all things necessary to give effect to the resolution and, in particular, to the extent necessary to adjust the rights of the Shareholders among themselves, may:

(a) make cash payments in cases where Shares or debentures could only be issued in fractions; and

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(b) authorise any person to make, on behalf of all the Shareholders entitled to any further Shares or debentures upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further Shares or debentures or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised, and any agreement made under an authority referred to in paragraph (b) is effective and binding on all the Shareholders concerned.

24. BONUS SHARE PLAN

24.1 Authorisation of Bonus Share Plan

The Company may, by ordinary resolution in general meeting, authorise the Directors to implement a Bonus Share Plan on such terms and conditions as are referred to in such resolution and which plan provides for any dividend which the Directors may declare from time to time under clause 22, less any amount which the Company shall either pursuant to this Constitution or any law be entitled or obliged to retain, not to be payable on Shares which are participating Shares in the Bonus Share Plan but for those Shares to carry instead an entitlement to receive an allotment of additional fully paid ordinary Shares to be issued as bonus Shares.

24.2 Amendment and Revocation

Any resolution passed by the Company in general meeting pursuant to clause 24.1 may, at any time, be amended or revoked by the Company by ordinary resolution in general meeting.

25. DIVIDEND REINVESTMENT PLAN

25.1 Authorisation of Dividend Reinvestment Plan

(a) Not withstanding any other provision of this Constitution, but subject to the requirements of the Corporations Act and the Listing Rules, the Directors may in their absolute discretion establish on such terms and conditions as they think fit:
(i) plans (to be called a "dividend reinvestment plan" or an "interest reinvestment plan" as the case may be) for cash dividends paid by the Company in respect of Shares issued by the Company and interest paid by the Company on unsecured notes or debenture stock issued by the Company to be reinvested by way of subscription for Shares in the Company; and
(ii) a plan (to be called a "dividend election plan") permitting holders of Shares to the extent that their Shares are fully paid up, to have the option to elect to forego their right to share in any dividends (whether interim or otherwise) payable in respect of

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such Shares and to receive instead an issue of Shares credited as fully paid up to the extent as determined by the Directors.

(b) The Directors may in their absolute discretion, modify, suspend or terminate all or any plans established pursuant to this clause 25.1 from time to time on not less than one month's written notice to all Shareholders.
(c) The powers given to the Directors by this clause 25.1 are additional to the other powers reposed in the Directors by this Constitution and shall not in any way be limited, restricted or otherwise affected by clause 23 and this clause 25.

26. NOTICES

26.1 Service

A notice may be given by the Company to any Shareholder or other person receiving notice under this Constitution either:

(a) by serving it on the person personally;
(b) by sending it by post to the person at the address as shown in the Register of Shareholders or the alternative address (if any) nominated by the person;
(c) by sending it to the fax number or electronic address (if any) nominated by the person;
(d) by sending it to the person by other electronic means (if any) nominated by the person; or
(e) by notifying the person in accordance with section 249J(3A) of the Corporations Act.

Notices to Shareholders whose registered address is outside Australia shall be sent by airmail, facsimile or electronic means, or in any other way that ensures it will be received quickly, or where applicable by the means provided for by clause 26.7.

26.2 Service by Person or Post

Where a notice is served personally it is taken to have been served when delivered. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected, on the day after the date of its posting.

26.3 Service by Facsimile or Electronic Notification

Where a notice is sent by facsimile transmission or electronic notification, service of the notice is deemed to be effected by properly addressing and transmitting the facsimile transmission or electronic notification and to have

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been served on the day of its transmission except if transmitted on a day which is not a Business Day or is after 5.00pm (local time in the place of receipt) on a day which is a Business Day, in which case it is taken to be served on the next Business Day.

26.4 Notice to Joint Holders

A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder first named in the Register of Shareholders in respect of the Share.

26.5 Notices to Personal Representatives and Others

A notice may be given by the Company to a person entitled to a Share in consequence of the death or bankruptcy of a Shareholder by serving it on them or by sending it to them by post addressed to them by name or by the title of representative of the deceased or assignee of the bankrupt, or by any like description, at the address (if any) supplied for the purpose by the person or, if such an address has not been supplied, at the address to which the notice might have been sent if the death or bankruptcy had not occurred.

26.6 Persons Entitled to Notice

Notice of every general meeting shall be given to:

(a) every Shareholder;
(b) every Director or alternate Director;
(c) every person entitled to a Share in consequence of the death or bankruptcy of a Shareholder who, but for their death or bankruptcy, would be entitled to receive notice of the meeting;
(d) the auditor for the time being of the Company; and
(e) ASX, if the Company is admitted to the Official List of ASX.

No other person is entitled to receive notices of general meetings.

26.7 Incorrect Address

Where the Company has bona fide reason to believe that a Shareholder is not known at their registered address, and the Company has subsequently made an enquiry in writing at that address as to the whereabouts of the Shareholder which enquiry either elicits no response or a response indicating that the Shareholder or their present whereabouts are unknown, all future notices will be deemed to be given to such Shareholder if the notice is exhibited in the Registered Office (or, in the case of a member registered on a branch Register, in a conspicuous place in the place where the branch Register of Shareholders is kept) for a period of 48 hours (and shall be deemed to be duly served at the commencement of that period) unless and until the Shareholder informs the Company that they have resumed residence at their registered address or

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notifies the Company of the new address to which the Company may send them notices (which new address shall be deemed their registered address).

27. WINDING-UP

27.1 Distribution in Kind

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

27.2 Trust For Shareholders

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

27.3 Distribution in Proportion to Shares Held

Subject to the rights of Shareholders (if any) entitled to Shares with special rights in a winding-up, all moneys and property that are to be distributed among Shareholders on a winding-up, shall be so distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the Shares.

28. OFFICERS' AND AUDITOR'S INDEMNITY

28.1 Generally

(a) Subject to the Corporations Act, every person who from time to time is or has been an officer or auditor of the Company shall be indemnified for the relevant amount out of the property of the Company against any liability (other than for costs and expenses as referred to in clause 28.1(b) to another person (other than the Company or a Related Body Corporate) incurred by the person in the person's capacity as, or as a result of the person having been an, officer or auditor of the Company or of a Related Body Corporate in respect of any act or omission whatsoever and howsoever occurring unless the liability is prohibited under Sections 199A(2) or 199A(3).
(b) Subject to the Corporations Act, every person who from time to time is or has been an officer or auditor of the Company shall be indemnified for costs and expenses incurred by the person:
(i) in defending proceedings, whether civil or criminal, in relation to any act or omission of the person as an officer or auditor of

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the Company or of a Related Body Corporate in which judgement is given in favour of the person or in which the person is acquitted; or

(ii) in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Act.
(c) For the purposes of this clause 28.1 "officer" has the same meaning as given to that term in paragraphs (a) and (b) of the definition of "officer" in Section 9 of the Corporations Act.

28.2 Employees' Indemnity

Subject to the Corporations Act, every person who from time to time is or has been an employee of the Company shall be indemnified for the relevant amount out of the property of the Company against any liability incurred by the person in the person's capacity as, or as a result of the person having, been an employee of the Company or of a Related Body Corporate in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal unless:

(a) the liability was incurred by the person through the person's own dishonesty, negligence, default, breach of duty or breach of trust; and
(b) the Directors consider that the liability was incurred in circumstances which do not justify indemnification.

28.3 Documentary Indemnities

Where the Directors consider it appropriate, the Company may execute a documentary indemnity in any form in favour of any officer of the Company or a subsidiary.

28.4 Liability

For the purposes of clauses 28.1 and 28.2 "liability" shall include all costs, charges, losses, damages, expenses and liabilities of any kind, including in particular (without limitation) legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal or government authority.

28.5 Relevant Amount

For the purposes of clauses 28.1 and 28.2 "relevant amount" means the amount of the liability after deducting:

(a) the amount in respect of which the relevant person is otherwise entitled to be indemnified and is otherwise actually indemnified by another person (including in particular, an insurer under any insurance policy); and

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(b) where the liability is incurred in the conduct of the business of a Related Body Corporate or in the discharge of the duties of the person, in relation to a Related Body Corporate the amount in respect of which the person is entitled to be indemnified and is actually indemnified out of the assets of that Related Body Corporate.

28.6 Insurance

The Company may, to the extent permitted by law:

(a) purchase and maintain insurance; or
(b) pay or agree to pay a premium for insurance for any person to whom clauses 28.1 and 28.2 apply against any liability incurred by the person as an officer or auditor of the Company or of a Related Body Corporate including, but not limited to, a liability for negligence or for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome.

29. DIRECTORS’ ACCESS TO INFORMATION

29.1 Directors’ Access to Information

Where the Directors consider it appropriate, the Company may:

(a) give a former Director access to certain papers, including documents provided or available to the Directors and other papers referred to in those documents; and
(b) bind itself in any contract with a Director or former Director to give the access.

30. OVERSEAS SHAREHOLDERS

30.1 Overseas Shareholders

Each Shareholder with a registered address outside Australia acknowledges that, with the approval of ASX, the Company may, in accordance with the Listing Rules, arrange for a nominee to dispose of any of its entitlement to participate in any issue of Shares or Share Options by the Company to Shareholders.

31. INADVERTENT OMISSIONS

31.1 Formalities Omitted

If some formality required by this Constitution is inadvertently omitted or is not carried out the omission does not invalidate any resolution, act, matter or thing which but for the omission would have been valid unless it is proved to the satisfaction of the directors that the omission has directly prejudiced any

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Shareholder financially. The decision of the directors is final and binding on all Shareholders.

32. LISTING RULES

32.1 Listing Rules

If the Company is admitted to the Official List of ASX, the following clauses apply:

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

33. ASTC SETTLEMENT RULES

33.1 ASTC Settlement Rules

Where the securities of the Company are CHESS approved securities, the Company shall comply with the ASTC Settlement Rules.

34. APPROVAL OF PROPORTIONAL TAKEOVER BIDS

34.1 Resolution to Approve Proportional Takeover Bid

Where offers have been made under a Proportional Takeover Bid in respect of Shares included in a class of shares in the Company:

(a) the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the Proportional Takeover Bid is prohibited unless and until a resolution (in this clause 34.1 referred to as an " approving resolution ") to approve the Proportional Takeover Bid is passed in accordance with the provisions of this Constitution;

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(b)
(i) a person (other than the bidder or a person associated with the bidder) who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held shares included in that class is entitled to vote on an approving resolution and, for the purposes of so voting, is entitled to one vote for each of the last mentioned shares;
(ii) the bidder or a person associated with the bidder is not entitled to vote on an approving resolution; and
(iii) an approving resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the resolution; and
(c) an approving resolution, being a resolution that has been voted on, is to be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one half, and otherwise is taken to have been rejected.

34.2 Meetings

(a) The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with modifications as the circumstances require, in relation to a meeting that is convened pursuant to this clause 34.2 as if the last mentioned meeting was a general meeting of the Company.
(b) Where takeover offers have been made under a Proportional Takeover Bid, the Directors are to ensure that a resolution to approve the Proportional Takeover Bid is voted on in accordance with this clause 34 before the approving resolution deadline specified by sub-section 648D(2) of the Corporations Act (" approving resolution deadline ").

34.3 Notice of Resolution

Where a resolution to approve a Proportional Takeover Bid is voted on in accordance with this clause 34 in relation to the Proportional Takeover Bid, before the approving resolution deadline, the Company is, on or before the approving resolution deadline:

(a) to give to the bidder; and
(b) to serve on each relevant financial market in relation to the Company,

a notice in writing stating that a resolution to approve the Proportional Takeover Bid has been voted on and that the resolution has been passed, or has been rejected, as the case requires.

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34.4 Takeover Resolution Deemed Passed

Where, at the end of the day before the approving resolution deadline no resolution to approve the Proportional Takeover Bid has been voted on in accordance with this clause 34, a resolution to approve the Proportional Takeover Bid is to be, for the purposes of this clause 34, deemed to have been passed in accordance with this clause 34.

34.5 Takeover Resolution Rejected

Where a resolution to approve a Proportional Takeover Bid under which offers have been made is voted on, in accordance with this clause 34, before the approving resolution deadline and is rejected, then:

(a) despite section 652A of the Corporations Act, all offers under the Proportional Takeover Bid that have not as at the end of the approving resolution deadline, been accepted, and all offers (in this clause 34.5 referred to as the " accepted offers ") under the Proportional Takeover Bid that have been accepted and from whose acceptance binding contracts have not, at the end of the approving resolution deadline, resulted, are deemed to be withdrawn at the end of the approving resolution deadline;
(b) the bidder is, as soon as practicable after the end of the approving resolution deadline, to return to each person in respect of their accepted offer any documents that were sent by the person to the bidder with the acceptance of the offer;
(c) the bidder is entitled to rescind, and must, as soon as practicable after the end of the approving resolution deadline, rescind each contract resulting from the acceptance of an offer made under the Proportional Takeover Bid; and
(d) a person who has accepted an offer made under the Proportional Takeover Bid is entitled to rescind the contract (if any) resulting from that acceptance.

34.6 Renewal

This clause 34 ceases to have effect on the third anniversary of the date of the adoption or last renewal of this clause 34.

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AI assistant

GR ENGINEERING SERVICES LIMITED — Governance Information 2011

65003_rns_2011-04-14_aae703f9-8098-41f4-94b1-8773b4c664a3.pdf