HUMM GROUP LIMITED — Governance Information 2006

Dec 10, 2006

MALLESONS STEPHEN JAQUES

Constitution

FlexiGroup Limited ACN 122 574 583 ("Company")

A public company limited by shares

Adopted on

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20 November 2006

Mallesons Stephen Jaques

Level 60 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T+61 2 9296 2000 F+61 2 9296 3999 DX 113 Sydney www.mallesons.com REF:MAB:NKK

Constitution Contents

1	Definitions and interpretation	6
1.1	Definitions	6
1.2	Interpretation	$\overline{7}$
1.3	Corporations Act	8
1.4	Listing Rules interpretation	8
1.5	Headings and Parts	8
1.6	Replaceable rules not to apply	8
1.7	Currency	8
1.8	Application of Listing Rules	9
2	Share capital	9
2.1	Directors to issue shares	9
2.2	Class meetings	10
2.3	Non-recognition of interests	10
2.4	Joint holders of shares	10
3	Lien	10
3.1	Lien on share	10
3.2	Lien on loans under employee incentive schemes	11
3.3	Lien on distributions	11
3.4	Exemption from article 3.1 or 3.2	11
3.5	Extinguishment of lien	11
3.6	Company's rights to recover payments	11
3.7	Reimbursement is a debt due	11
3.8	Sale under lien	12
3.9	Limitations on sale under lien	12
3.10	Transfer on sale under lien	12
3.11	Irregularity or invalidity	12
3.12	Proceeds of sale	12
4	Calls on shares	12
4.1	Directors to make calls	12
4.2	Time of call	13
4.3	Members' liability	13
4.4	Joint holders' liability	13
4.5	Non-receipt of notice	13
4.6	Interest on default	13
4.7	Fixed instalments	13
4.8	Differentiation between holders as to calls	13
4.9	Prepayment of calls and interest	13
5	Forfeiture of shares	14
5.1	Notice requiring payment of call	14
5.2	Contents of notice	14
5.3	Forfeiture for failure to comply with notice	14
5.4	Dividends and distributions included in forfeiture	14
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5.5	Sale or re-issue of forfeited shares

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5.7	Surrender instead of forfeiture	14 15
5.8	Cancellation of forfeiture	15
5.9	Effect of forfeiture on former holder's liability	15
5.10	Evidence of forfeiture	15
5.11	Transfer of forfeited share	15
5.12	Registration of transferee	15
5.13	Irregularity or invalidity
6	Transfer of shares	15
6.1	Forms of instrument of transfer	15
6.2	Execution and delivery of transfer	16
6.3	Effect of registration	16
6.4	Company to register forms without charge	16
6.5	Power to refuse to register	16
6.6	Obligation to refuse to register	16
6.7	Written notice to security holder of holding lock or refusal	17 17
6.8	Company to retain instrument of transfer	17
6.9	Resolution required for proportional takeover provisions Procedure for resolution	17
6.10 6.11	Persons entitled to vote	19
6.12	Resolution passed or rejected	19
6.13	Resolution taken as passed	19
6.14	Takeover articles cease to have effect	19
7	Transmission of shares	19
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7.1 7.2	Transmission of shares on death Information given by personal representative	19
7.3	Death of joint owner	20
7.4	Transmission of shares on bankruptcy	20
7.5	Transmission of shares on mental incapacity	20 21
8	General meetings
8.1	Annual general meeting	21
8.2	Convening a general meeting	21
8.3	Notice of general meeting	21
8.4	Calculation of period of notice	21 21
8.5	Cancellation or postponement of a meeting	21
8.6 87	Notice of cancellation or postponement of a meeting Contents of notice of postponement of meeting	21
8.8	Number of clear days for postponement of meeting	22
8.9	Business at postponed meeting	22
8.10	Proxy, attorney or Representative at postponed meeting	22
8.11	Non-receipt of notice	22
8.12	Director entitled to notice of meeting	23
9	Proceedings at general meetings	23
9.1	Membership at a specified time	23
9.2	Reference to a Member	23
9.3	Number for a quorum	23
9.4	Requirement for a quorum	23
9.5	If quorum not present	24
9.6	Adjourned meeting	24
9.7 9.8	Appointment of chairman of general meeting Absence of chairman at general meeting	24 24

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9.10	Conduct of general meetings	24
	Adjournment of general meeting	25
9.11	Notice of adjourned meeting	25
9.12	Questions decided by majority	25
9.13	Equality of votes - no casting vote for chairman	25
9.14	Voting on show of hands	26
9.15	Poll	26
9.16	Entitlement to vote	26
9.17	Voting on a poll for partly paid shares	26
9.18	Fractions disregarded for a poll	27
9.19	Joint shareholders' vote	27
9.20	Effect of unpaid call	27
9.21	Validity of vote in certain circumstances	27
9.22	Objection to voting qualification	28
	The Directors	28
10		28
10.1	Number of Directors	28
10.2	Change of number of Directors	28
10.3	Retirement and election of Directors	29
10.4	Office held until conclusion of meeting
10.5	Director elected at general meeting	29 29
10.6	Eligibility for election as Director	29
10.7	Casual vacancy or additional Director	29
10.8	Remuneration of Directors	30
10.9	Superannuation contributions	30
10.10	Additional or special duties	30
10.11	Retirement benefit	30
10.12	Expenses	30
10.13	Director's interests Vacation of office of Director	31
10.14
11	Powers and duties of Directors	32
11.1	Directors to manage Company	32
11.2	Specific powers of Directors	32
11.3	Appointment of attorney	32
11.4	Provisions in power of attorney	32
11.5	Signing of cheques	32
11.6	Committees	32
11.7	Powers delegated to Committees	32
11.8	Appointment of Managing and Executive Directors	33
11.9	Ceasing to be a Managing or Executive Director	33 33
11.10	One Managing Director exempt	33
11.11	Remuneration of Managing and Executive Directors	33
11.12 11.13	Powers of Managing and Executive Directors Delegation of Directors' powers	33
12	Proceedings of Directors	34
12.1	Directors' meetings	34
12.2	Director may convene a meeting	34
12.3	Questions decided by majority	34
12.4	Alternate Director or proxy and voting	34
12.5	Chairman of Directors	34
12.6	Absence of chairman at Directors' meeting	34
12.7	Chairman's casting vote at Directors' meetings	34

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12.8	Appointment of Alternate Director	35
12.9	Alternate Director and meetings	35
12.10	Alternate Director's powers	35
12.11	Alternate Director responsible for own acts and defaults	35
12.12	Alternate Director and remuneration	35
12.13	Termination of appointment of Alternate Director	35
12.14	Appointment or termination in writing	35
12.15	Alternate Director and number of Directors	35
12.16	Director attending and voting by proxy	35
12.17	Quorum for Directors' meeting	36
12.18	Continuing Directors may act	36
12.19	Chairman of Committee	36
12.20	Meetings of Committee	36
12.21	Determination of questions	36
12.22	Circulating resolutions	36
12.23	Validity of acts of Directors	37
13	Secretary	37
13.1	Appointment of Secretary	37
13.2	Suspension and removal of Secretary	37
13.3	Powers, duties and authorities of Secretary	37
14	Seals	37
14.1	Safe custody of common seals	37
14.2	Use of common seal	37
15	Inspection of records	38
15.1	Inspection by Members	38
15.2	Right of a Member to inspect	38
16	Dividends and reserves	38
16.1	Payment of dividend	38
16.2	No interest on dividends	38
16.3	Reserves and profits carried forward	38
16.4	Calculation and apportionment of dividends	38
16.5	Deductions from dividends	39
16.6	Distribution of specific assets	39
16.7	Resolution of distribution difficulties	39
16.8	Payments in respect of shares	40
16.9	Effectual receipt from one joint holder	40 40
16.10	Election to reinvest dividend
16.11	Election to accept shares in lieu of dividend	40
16.12	Unclaimed dividends	41
17	Capitalisation of profits	41
17.1	Capitalisation of reserves and profits	41
17.2	Applying a sum for the benefit of Members	41
17.3	Implementing the resolution	41
18	Service of documents	42
18.1	Document includes notice	42
18.2	Methods of service	42
18.3	Post	42
18.4	Fax or electronic transmission	42

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Constitution

Definitions and interpretation 1

$1.1$ Definitions

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In this Constitution unless the contrary intention appears:

Alternate Director means a person appointed as an alternate director under article 12.8.

ASX means Australian Stock Exchange Limited.

Committee means a committee of Directors constituted under article 11.6.

Company means FlexiGroup Limited ACN 122 574 583, as that company name may be changed from time to time.

Constitution means this constitution as amended from time to time, and a reference to an article is a reference to an article of this Constitution.

Corporations Act means the Corporations Act 2001 (Cwlth).

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

CS Facility Operator means the operator of a CS Facility.

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

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

Executive Director means a person appointed as an executive director under article 11.8.

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

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

Managing Director means a person appointed as a managing director under article 11.8.

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

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

Part means a Part of this Constitution.

Prescribed Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means 10% per annum.

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

Registered Office means the registered office of the Company.

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

Restriction Agreement means a restriction agreement within the meaning and for the purposes of the Listing Rules.

Secretary means a person appointed under article 13.1 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company.

State means the State or Territory in which the Company is for the time being registered.

$1.2$ Interpretation

In this Constitution unless the contrary intention appears:

• (gender) words importing any gender include all other genders; $(a)$
• (person) the word person includes a firm, a body corporate, a $(b)$ partnership, a joint venture, an unincorporated body or association or an authority;
• (singular includes plural) the singular includes the plural and vice $(c)$ versa:
• (regulations) a reference to a law includes regulations and $(d)$ instruments made under the law;

• (amendments to statutes) a reference to a law or a provision of a law $(e)$ includes amendments, re-enactments or replacements of that law or the provision, whether by the State or the Commonwealth of Australia or otherwise;

• (from time to time) a power, an authority or a discretion reposed in a $(f)$ Director, the Directors, the Company in general meeting or a Member may be exercised at any time and from time to time;

• (amount paid) a reference to an amount paid on a share includes an $(g)$ amount credited as paid on that share;
• (signed) where, by a provision of this Constitution, a document $(h)$ including a notice is required to be signed, that requirement may be satisfied in relation to an electronic communication of the document in any manner permitted by law or by any State or Commonwealth law relating to electronic transmissions or in any other manner approved by the Directors; and
• (writing) "writing" and "written" includes printing, typing and other $(i)$ modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise.

Corporations Act $1.3$

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In this Constitution unless the contrary intention appears:

• an expression has, in a provision of this Constitution that deals with a $(a)$ matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act; and
• "section" means a section of the Corporations Act. $(b)$

Listing Rules interpretation $1.4$

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

Headings and Parts $1.5$

Headings are inserted for convenience and are not to affect the interpretation of this Constitution.

This Constitution is divided into Parts as indicated by its Contents.

Replaceable rules not to apply $1.6$

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

$1.7$ Currency

The Directors may:

differentiate between Members as to the currency in which any $(a)$ amount payable to a Member is paid (whether by way of or on

account of dividends, repayment of capital, participation in surplus property of the Company or otherwise);

• determine to pay a distribution in a currency other than Australian $(b)$ and the amount payable will be converted from Australian currency in any manner, at any time and at any exchange rate as the Directors think fit; and
• in deciding the currency in which a payment is to be made to a $(c)$ Member, have regard to the registered address of the Member, the register on which a Member's shares are registered and any other matters as the Directors consider appropriate.

Application of Listing Rules $1.8$

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

While the Company is on the official list of ASX:

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

$\mathbf{2}$ Share capital

Directors to issue shares $2.1$

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

• issue and cancel shares in the Company; $(a)$
• grant options over unissued shares in the Company; and $(b)$

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settle the manner in which fractions of a share, however arising, are $(c)$ to be dealt with,

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

$2.2$ Class meetings

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

• a quorum is constituted by at least two persons who, between them, $(a)$ hold or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and
• any holder of shares of the class, present in person or by proxy, or (b) attorney or Representative, may demand a poll.

Non-recognition of interests $2.3$

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

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

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

$2.4$ Joint holders of shares

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

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

$\overline{\mathbf{3}}$ Lien

$3.1$ Lien on share

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

• all due and unpaid calls and instalments in respect of that share; $(a)$

• all money which the Company is required by law to pay, and has $(b)$ paid, in respect of that share;

• interest at the Prescribed Interest Rate on the amount due from the $(c)$ date it becomes due until payment; and

• reasonable expenses of the Company in respect of the default on $(d)$ payment.

Lien on loans under employee incentive schemes $3.2$

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

Lien on distributions $3.3$

A lien on a share under article 3.1 or 3.2 extends to all distributions in respect of that share, including dividends.

Exemption from article 3.1 or 3.2 $3.4$

The Directors may at any time exempt a share wholly or in part from the provisions of article 3.1 or 3.2.

Extinguishment of lien $3.5$

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

Company's rights to recover payments $3.6$

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

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

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

Reimbursement is a debt due $3.7$

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

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$4.2$ Time of call

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

Members' liability 4.3

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

Joint holders' liability 4.4

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

Non-receipt of notice 4.5

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

Interest on default 4.6

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 to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part.

4.7 Fixed instalments

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

Differentiation between holders as to calls 4.8

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

Prepayment of calls and interest 4.9

The Directors may:

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

5 Forfeiture of shares

Notice requiring payment of call $5.1$

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

$5.2$ Contents of notice

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

Forfeiture for failure to comply with notice $5.3$

If a notice under article 5.1 has not been complied with by the date specified in the notice, the Directors may by resolution forfeit the relevant shares, at any time before the payment required by the notice has been made.

Dividends and distributions included in forfeiture 5.4

A forfeiture under article 5.3 includes all dividends and other distributions declared or to be made in respect of the forfeited shares and not actually paid or distributed before the forfeiture.

Sale or re-issue of forfeited shares $5.5$

Subject to the Corporations Act, a share forfeited under article 5.3 may be sold, re-issued or otherwise disposed of to such person and on such terms as the Directors think fit.

Notice of forfeiture 5.6

If any share is forfeited under article 5.3, notice of the forfeiture must be given to the Member holding the share immediately before the forfeiture and an entry of the forfeiture and its date must be made in the Register. Any failure to give notice or enter the forfeiture in the Register does not invalidate the forfeiture.

Surrender instead of forfeiture $5.7$

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

5.8 Cancellation of forfeiture

At any time before a sale, re-issue or disposal of a share under article 5.5, the forfeiture of that share may be cancelled on such terms as the Directors think $fit$

Effect of forfeiture on former holder's liability 5.9

A person whose shares have been forfeited:

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

Evidence of forfeiture 5.10

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

Transfer of forfeited share 5.11

The Company may receive the consideration (if any) given for a forfeited share on any sale, re-issue or disposal of the share under article 5.5 and may execute or effect a transfer of the share in favour of the person to whom the share is sold, re-issued or disposed.

Registration of transferee $5.12$

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

5.13 Irregularity or invalidity

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

Transfer of shares 6

Forms of instrument of transfer $6.1$

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

as provided by the Operating Rules of a CS Facility if applicable; or $(a)$

• by instrument in writing in any usual or common form or in any other $(b)$ form that the Directors approve; or
• by any other method of transfer which is required or permitted by the $(c)$ Corporations Act and ASX.

Execution and delivery of transfer $6.2$

If an instrument of transfer is to be used to transfer a share in accordance with article 6.1(b), it must be:

• a proper instrument of transfer within the meaning of the $(a)$ Corporations Act; and
• executed by or on behalf of both the transferor and the transferee $(b)$ unless it is a sufficient transfer of a marketable parcel of securities within the meaning of the Listing Rules; and
• left for registration at the share registry of the Company, $(c)$ accompanied by any information that the Directors properly require to show the right of the transferor to make the transfer,

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

Effect of registration $6.3$

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

Company to register forms without charge $6.4$

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

Power to refuse to register $6.5$

If permitted by the Listing Rules the Directors may:

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

Obligation to refuse to register $6.6$

The Directors must:

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

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

Written notice to security holder of holding lock or refusal 6.7

If in the exercise of their rights under articles 6.5 and 6.6 the Directors request application of a holding lock to prevent a transfer of shares in the Company or refuse to register a transfer of shares they must give written notice of the request or refusal to the holder of the shares, the transferee and the broker lodging the transfer, if any. Failure to give such notice does not invalidate the decision of the Directors.

Company to retain instrument of transfer 6.8

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

Resolution required for proportional takeover provisions 6.9

Despite articles 6.1, 6.2 and 6.3, if offers are made under a proportional takeover bid for securities of the Company in accordance with the Corporations Act:

• articles 6.9 to 6.13 apply; $(a)$
• the registration of a transfer giving effect to a takeover contract $(b)$ resulting from acceptance of an offer made under the takeover bid is prohibited unless and until a resolution (an "approving resolution") to approve the bid is passed or taken to be passed in accordance with article 6.12 or article 6.13; and
• the Directors must ensure that an approving resolution is voted on in $(c)$ accordance with articles 6.10 to 6.11 before the fourteenth day before the last day of the bid period.

Procedure for resolution 6.10

The Directors may determine whether the approving resolution is voted on:

at a meeting of persons entitled to vote on the resolution convened $(a)$ and conducted, subject to the provisions of article 6.11, as if it were a general meeting of the Company convened and conducted in accordance with this Constitution and the Corporations Act with such modifications as the Directors determine the circumstances require; $\alpha$ r

• by means of a postal ballot conducted in accordance with the $(b)$ following procedure:
• a notice of postal ballot and ballot paper must be sent to all $(i)$ persons entitled to vote on the resolution not less than 14 days before the date specified in the notice for closing of the postal ballot, or such lesser period as the Directors determine the circumstances require;
• the non-receipt of a notice of postal ballot or ballot paper by, $(ii)$ or the accidental omission to give a notice of postal ballot or ballot paper to, a person entitled to receive them does not invalidate the postal ballot or any resolution passed under the postal ballot;
• the notice of postal ballot must contain the text of the $(iii)$ resolution and the date for closing of the ballot and may contain any other information the Directors consider appropriate;
• each ballot paper must specify the name of the person entitled $(iv)$ to vote:
• a postal ballot is only valid if the ballot paper is duly $(v)$ completed and:
  • if the person entitled to vote is an individual, $(A)$ signed by the individual or a duly authorised attorney; or
  • if the person entitled to vote is a corporation, (B) executed under seal or as permitted by the Corporations Act or under the hand of a duly authorised officer or duly authorised attorney;
• a postal ballot is only valid if the ballot paper and the power $(v_i)$ of attorney or other authority, if any, under which the ballot paper is signed or a copy of that power or authority certified as a true copy by statutory declaration is or are received by the Company before close of business on the date specified in the notice of postal ballot for closing of the postal ballot at the Registered Office or share registry of the Company or at such other place as is specified for that purpose in the notice of postal ballot; and
• a person may revoke a postal ballot vote by notice in writing $(vii)$ which to be effective must be received by the Company before the close of business on the date for closing of the postal ballot.

6.11 Persons entitled to vote

The only persons entitled to vote on the approving resolution are those persons who, as at the end of the day on which the first offer under the bid was made, held bid class securities. Each person who is entitled to vote is entitled to one vote for each bid class security held by that person at that time.

Neither the bidder nor any associate of the bidder is entitled to vote on the resolution.

Resolution passed or rejected 6.12

If the resolution is voted on in accordance with articles 6.9 to 6.11 then it 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 to be taken to have been rejected.

Resolution taken as passed 6.13

If a resolution to approve the bid has not been voted on as at the end of the day before the fourteenth day before the last day of the offer period, then a resolution to approve the bid is taken to have been passed in accordance with articles 6.10 to 6.12.

Takeover articles cease to have effect 6.14

Articles 6.9 to 6.13 cease to have effect on the day three years after the later of their adoption or last renewal.

Transmission of shares $\overline{7}$

Transmission of shares on death $7.1$

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

Information given by personal representative $7.2$

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

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

ŧ

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

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

$7.3$ Death of joint owner

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

Transmission of shares on bankruptcy $7.4$

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

• by giving a written and signed notice to the Company, elect to be $(a)$ registered as the holder of the shares; or
• by giving a completed transfer form to the Company, transfer the $(b)$ shares to another person.

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

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

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

Transmission of shares on mental incapacity $7.5$

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

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

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

€

€

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

$\mathbf{8}$ General meetings

Annual general meeting $8.1$

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

Convening a general meeting $8.2$

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

Notice of general meeting $8.3$

ŧ

t

Notice of a general meeting must be given in accordance with Part 18 and the Corporations Act.

Calculation of period of notice 8.4

In computing the period of notice under article 8.3, both the day on which the notice is given or taken to be given and the day of the meeting convened by it are to be disregarded.

Cancellation or postponement of a meeting 8.5

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

This article 8.5 does not apply to a meeting convened in accordance with the Corporations Act by a single Director, by Members, by the Directors on the request of Members or to a meeting convened by a court.

Notice of cancellation or postponement of a meeting 8.6

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

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

Contents of notice of postponement of meeting $8.7$

A notice of postponement of a general meeting must specify:

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

Number of clear days for postponement of meeting 8.8

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

Business at postponed meeting 8.9

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

Proxy, attorney or Representative at postponed meeting 8.10

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

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

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

Non-receipt of notice 8.11

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

Director entitled to notice of meeting 8.12

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

Proceedings at general meetings $\boldsymbol{9}$

$9.1$ Membership at a specified time

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

$9.2$ Reference to a Member

Unless the contrary intention appears, a reference to a Member in this Part 9 means a person who is a Member, or a:

• $(a)$ proxy;
• (b) attorney; or
• Representative, $(c)$

of that Member.

$9.3$ Number for a quorum

Subject to article 9.6, two Members present in person or by proxy, attorney or Representative are a quorum at a general meeting. In determining whether a quorum is present, each individual attending as a proxy, attorney or Representative is to be counted, except that:

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

Requirement for a quorum $9.4$

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the time the first item of business is transacted, it is taken to be present when the meeting proceeds to consider each subsequent item of business unless the chairman of the meeting (on the chairman's own motion or at the request of a Member, proxy, attorney or Representative who is present) declares otherwise.

ŧ

If auorum not present $9.5$

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

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

Adjourned meeting $9.6$

At a meeting adjourned under article 9.5(b), two persons each being a Member, proxy, attorney or Representative present at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

Appointment of chairman of general meeting $9.7$

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

Absence of chairman at general meeting $9.8$

If a general meeting is held and:

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

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

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

Conduct of general meetings 9.9

The chairman of a general meeting:

has charge of the general conduct of the meeting and the procedures $(a)$ to be adopted at the meeting;

• may require the adoption of any procedure which is in the chairman's (b) opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and
• may, having regard where necessary to the Corporations Act, $(c)$ terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting.

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

Adjournment of general meeting $9.10$

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

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

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

Notice of adjourned meeting 9.11

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

Questions decided by majority $9.12$

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

Equality of votes - no casting vote for chairman $9.13$

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

€

Voting on show of hands 9.14

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

9.15 Poll

C

If a poll is effectively demanded:

• it must be taken in the manner and at the date and time directed by $(a)$ the chairman and the result of the poll is a resolution of the meeting at which the poll was demanded;
• on the election of a chairman or on a question of adjournment, it must $(b)$ be taken immediately;
• the demand may be withdrawn; and $(c)$
• the demand does not prevent the continuance of the meeting for the $(d)$ transaction of any business other than the question on which the poll has been demanded.

Entitlement to vote $9.16$

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

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

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

Voting on a poll for partly paid shares $9.17$

Subject to article 9.20 and the terms on which shares are issued, if a Member holds partly paid shares, the number of votes the Member has in respect of those shares on a poll is determined as follows:

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

where:

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

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

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

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

D is the number of votes attached to those shares.

Fractions disregarded for a poll $9.18$

On the application of article 9.17, any fraction which arises is to be disregarded.

$9.19$ Joint shareholders' vote

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

$9.20$ Effect of unpaid call

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

Validity of vote in certain circumstances $9.21$

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

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

Objection to voting qualification $9.22$

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

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

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

The Directors 10

Number of Directors 10.1

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

The Directors in office at the time of adoption of this Constitution continue in office subject to this Constitution.

$10.2$ Change of number of Directors

The Company in general meeting may by resolution increase or reduce the maximum or minimum number of Directors, and may also determine the rotation in which the increased or reduced number is to retire from office.

Retirement and election of Directors $10.3$

At each annual general meeting of the Company there must be an election of Directors. The Directors who must retire from office (but are eligible to stand for re-election) at the annual general meeting are as follows:

• each Director who has held office without re-election: $(a)$
• beyond the third annual general meeting following the $(i)$ director's appointment or last election; or
  • for at least three years, $(ii)$

which ever is the longer period;

• each Director who was appointed by the Directors under article 10.7; $(b)$ and
• if none of (a) or (b) is applicable, the Director who has served office $(c)$ longest without re-election. If there are two or more such Directors who have been in office an equal length of time, then in default of agreement, the director to retire will be determined by lot.

This article does not apply to a Managing Director who is exempt from retirement by rotation in accordance with article 11.10.

Office held until conclusion of meeting $10.4$

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

Director elected at general meeting 10.5

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

Eligibility for election as Director 10.6

Except for:

• a person who is eligible for election or re-election under article 10.3, $(a)$ $10.8;$ or
• a person recommended for election by the Directors, $(b)$

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

Casual vacancy or additional Director $10.7$

The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the maximum number determined in accordance with article 10.1.

A Director appointed under this article holds office until the conclusion of the next annual general meeting of the Company but is eligible for election at that meeting. This provision does not apply to one Managing Director nominated by the Directors under article 11.10.

Remuneration of Directors $10.8$

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

• the amount of the remuneration of the Directors is a yearly sum not $(a)$ exceeding the sum from time to time determined by the Company in general meeting. The notice convening the meeting must include the proposal to increase the Directors' remuneration and specify both the amount of the increase and the new yearly sum proposed for determination:
• the amount of the remuneration of the Directors is to be divided $(b)$ among them in the proportion and manner they agree or, in default of agreement, among them equally;
• the remuneration is to be provided wholly in cash unless the $(c)$ Directors, with the agreement of the Director concerned, determine that part is to be satisfied in the form of non-cash benefits, including

the issue or purchase of shares in the Company or the grant of options to subscribe for such shares;

• in making a determination under paragraph (c), the Directors may fix $(d)$ the value of any non-cash benefit; and
• the Directors' remuneration accrues from day to day, except for any $(e)$ non-cash benefit which is taken to accrue at the time the benefit is provided, subject to the terms on which the benefit is provided;

This article does not apply to the remuneration of the Managing Director or any other Director appointed under article 11.8.

Superannuation contributions 10.9

If required by law, the Company may make contributions to a fund for the purpose of making provision for or obtaining superannuation benefits for a Director. A contribution made by the Company under this article is not remuneration to which article 10.8 applies only if the contribution is excluded from the amount to be approved by shareholders under the Listing Rules.

10.10 Additional or special duties

If a Director at the request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may be either in addition to or in substitution for that Director's remuneration under article 10.9.

Retirement benefit $10.11$

Subject to the Listing Rules and Corporations Act, the Company may pay a former Director, or the personal representatives of a Director who dies in office, a retirement benefit in recognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director providing for payment of a retiring benefit. A retirement benefit paid under this article is not remuneration to which article 10.8 applies.

10.12 Expenses

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

10.13 Director's interests

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

hold any office or place of profit in the Company, except that of $(a)$ auditor;

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

A reference to the Company in this article 10.13 is also a reference to each related body corporate of the Company.

10.14 Vacation of office of Director

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

• becomes of unsound mind or a person whose person or estate is liable $(a)$ to be dealt with in any way under the law relating to mental health;
• resigns from the office by notice in writing to the Company; (b)
• is not present personally or by proxy or Alternate Director at $(c)$ meetings of the Directors for a continuous period of 4 months without leave of absence from the Directors; or
• is removed from office by resolution under section 203D of the $(d)$ Corporations Act, but without depriving the Director of compensation or damages payable to the Director in respect of the termination of the Director's appointment as a Director or of an appointment terminating with that appointment.

Powers and duties of Directors 11

Directors to manage Company $11.1$

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

Specific powers of Directors $11.2$

Without limiting the generality of article 11.1, the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

$11.3$ Appointment of attorney

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

Provisions in power of attorney $11.4$

A power of attorney granted under article 11.3 may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

$11.5$ Signing of cheques

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

Committees 11.6

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

Powers delegated to Committees $11.7$

A Committee to which any powers have been delegated under article 11.6 must exercise those powers in accordance with any directions of the Directors.

Appointment of Managing and Executive Directors $11.8$

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

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

Ceasing to be a Managing or Executive Director 11.9

Subject to article 11.10, a Managing Director or Executive Director appointed under Article 11.8 is subject to re-election as director in accordance with article 10.3. If re-elected, their term as Director ends when their employment contract with the Company or its subsidiary ceases.

11.10 One Managing Director exempt

One Managing Director, nominated by the Directors, is, while holding that office, exempt from retirement by rotation under article 10.3.

11.11 Remuneration of Managing and Executive Directors

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

11.12 Powers of Managing and Executive Directors

The Directors may:

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

Delegation of Directors' powers $11.13$

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

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

ŧ

Proceedings of Directors $12$

Directors' meetings $12.1$

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

$12.2$ Director may convene a meeting

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

Questions decided by majority $12.3$

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

Alternate Director or proxy and voting $12.4$

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

Chairman of Directors $12.5$

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

Absence of chairman at Directors' meeting 12.6

If a Directors' meeting is held and:

• a chairman has not been elected under article 12.5; or $(a)$
• the chairman is not present within 10 minutes after the time $(b)$ appointed for the holding of the meeting or is unable or unwilling to act,

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

Chairman's casting vote at Directors' meetings $12.7$

In the event of an equality of votes cast for and against a question, the chairman of the meeting has a casting vote, unless only two Directors are present and entitled to vote at the meeting on the question.

Appointment of Alternate Director $12.8$

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

$12.9$ Alternate Director and meetings

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

12.10 Alternate Director's powers

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

12.11 Alternate Director responsible for own acts and defaults

Whilst acting as a Director, an Alternate Director:

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

12.12 Alternate Director and remuneration

An Alternate Director is not entitled to receive from the Company any remuneration or benefit under article 10.9 or 10.11.

12.13 Termination of appointment of Alternate Director

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

12.14 Appointment or termination in writing

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

12.15 Alternate Director and number of Directors

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

12.16 Director attending and voting by proxy

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

• $(a)$ is another Director; and
• has been appointed in writing signed by the appointor. $(b)$

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

12.17 Quorum for Directors' meeting

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

12.18 Continuing Directors may act

The continuing Directors may act despite a vacancy in their number. If their number is reduced below the minimum fixed by article 10.1, the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or to convene a general meeting.

12.19 Chairman of Committee

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

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

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

12.20 Meetings of Committee

A Committee may meet and adjourn as it thinks proper.

12.21 Determination of questions

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

In the event of an equality of votes the chairman of the meeting has a casting vote, unless only two members of the Committee are present and entitled to vote at the meeting on the question.

12.22 Circulating resolutions

The Directors may pass a resolution without a Directors' meeting being held if all of the Directors entitled to vote on the resolution sign a document

containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by the Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Director signs.

12.23 Validity of acts of Directors

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

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

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

$13$ Secretary

Appointment of Secretary $13.1$

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

Suspension and removal of Secretary $13.2$

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

Powers, duties and authorities of Secretary $13.3$

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

14 Seals

14.1 Safe custody of common seals

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

$14.2$ Use of common seal

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

• it may be used only by the authority of the Directors, or of a $(a)$ Committee authorised by the Directors to authorise its use; and
• every document to which it is affixed must be signed by a Director (b) and be countersigned by another Director, a Secretary or another

person appointed by the Directors to countersign that document or a class of documents in which that document is included.

Inspection of records 15

Inspection by Members $15.1$

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

Right of a Member to inspect $15.2$

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

16 Dividends and reserves

Payment of dividend 16.1

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

16.2 No interest on dividends

Interest is not payable by the Company on a dividend.

Reserves and profits carried forward 16.3

The Directors may:

• before paying any dividend, set aside out of the profits of the $(a)$ Company such sums as they think proper as a reserve, to be applied, at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied; and
• carry forward so much of the profits remaining as they consider ought $(b)$ not to be distributed as dividends without transferring those profits to a reserve.

Pending application, any sum set aside as a reserve may, at the discretion of the Directors, be used in the business of the Company or be invested as the Directors think fit.

Calculation and apportionment of dividends 16.4

Subject to the rights of any persons entitled to shares with special rights as to dividend and to the terms of issue of any shares to the contrary, the profits of

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the Company are divisible among the Members so that, on each occasion on which a dividend is paid:

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

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

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

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

Deductions from dividends 16.5

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

Distribution of specific assets 16.6

When resolving to pay a dividend, the Directors may:

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

Resolution of distribution difficulties 16.7

If a difficulty arises in regard to a distribution under article 16.6, the Directors may:

settle the matter as they consider expedient; $(a)$

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

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

Payments in respect of shares 16.8

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

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

Effectual receipt from one joint holder 16.9

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

16.10 Election to reinvest dividend

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

16.11 Election to accept shares in lieu of dividend

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

to forego the right to share in the proposed dividend or part of such $(a)$ proposed dividend; and

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to receive instead an issue of shares credited as fully paid on such (b) terms as the Directors think fit.

16.12 Unclaimed dividends

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

Capitalisation of profits 17

Capitalisation of reserves and profits $17.1$

The Directors:

• may resolve to capitalise any sum, being the whole or a part of the $(a)$ amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Members; and
• may, but need not, resolve to apply the sum in any of the ways $(b)$ mentioned in article 17.2, for the benefit of Members in the proportions to which those Members would have been entitled in a distribution of that sum by way of dividend.

Applying a sum for the benefit of Members $17.2$

The ways in which a sum may be applied for the benefit of Members under article 17.1 are:

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

Implementing the resolution $17.3$

The Directors may do all things necessary to give effect to the resolution under article 17.1 and, in particular, to the extent necessary to adjust the rights of the Members among themselves, may:

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

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the payment by the Company on their behalf of the amounts $(ii)$ 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 so made is effective and binding on all the Members concerned;

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

Service of documents 18

Document includes notice 18.1

In Part 18, a reference to a document includes a notice.

Methods of service 18.2

The Company may give a document to a Member:

• personally; $(a)$
• by sending it by post to the address for the Member in the Register or $(b)$ an alternative address nominated by the Member; or
• by sending it to a fax number or electronic address or by other $(c)$ electronic means nominated by the Member.

$18.3$ Post

A document sent by post:

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

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

Fax or electronic transmission 18.4

If a document is sent by fax or electronic transmission, delivery of the document is taken:

• to be effected by properly addressing and transmitting the fax or $(a)$ electronic transmission; and
• to have been delivered on the day following its transmission. (b)

Evidence of service 18.5

A certificate in writing signed by a Director or a Secretary stating that a document was sent to a Member by post or by fax or electronic transmission on a particular date is prima facie evidence that the document was so sent on that date.

18.6 Joint holders

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

18.7 Persons entitled to shares

A person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with this Part 18 to the person from whom that person derives title prior to registration of that person's title in the Register.

Winding up 19

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Distribution of assets 19.1

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

Powers of liquidator to vest property $19.2$

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

19.3 Shares issued on special terms

Articles 19.1 and 19.2 do not prejudice or affect the rights of a Member holding shares issued on special terms and conditions.

20 Indemnity and insurance

$20.1$ Indemnity

The Company may indemnify any current or former Director, Secretary or officer or senior manager of the Company or a subsidiary of the Company out of the property of the Company against:

any liability incurred by the person in that capacity (except a liability $(a)$ for legal costs); and

legal costs incurred in defending or resisting (or otherwise in $(b)$ connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity; and

except to the extent that:

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

20.2 Insurance

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

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

20.3 Contract

The Company may enter into an agreement with a person referred to in articles 20.1 and 20.2 with respect to the matters covered by those articles. An agreement entered into pursuant to this article may include provisions relating to rights of access to the books of the Company conferred by the Corporations Act or otherwise by law.

21 Restricted Securities

Disposal during Escrow Period $21.1$

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

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

Breach of Restriction Agreement or Listing Rules $21.2$

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

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$22$ Small Holdings

$22.1$ Divestment Notice

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

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

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

Relevant Period $22.2$

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

Company can sell Relevant Shares 22.3

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

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

$22.4$ No obligation to sell

The Company is not bound to sell any Relevant Shares which it is entitled to sell under this Part 22 but unless the Relevant Shares are sold within six weeks after the end of the Relevant Period the Company's right to sell the Relevant Shares under the Divestment Notice relating to those Shares lapses and it must notify the Member to whom the Divestment Notice was given accordingly.

Company as Member's attorney 22.5

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

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

Conclusive evidence 22.6

A statement in writing by or on behalf of the Company under this Part 22 is (in the absence of manifest error) binding on and conclusive against a Member. In particular, a statement that the Relevant Shares specified in the statement have been sold in accordance with this Part is conclusive against all persons claiming to be entitled to the Relevant Shares and discharges the purchaser from all liability in respect of the Relevant Shares.

Registering the purchaser 22.7

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

Payment of proceeds 22.8

Subject to article 22.9, where:

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

Shares are Uncertificated Securities) has been received by the Company,

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

$22.9$ Costs

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

22.10 Remedy limited to damages

The remedy of a Member to whom this article applies, in respect of the sale of the Relevant Shares of that Member is expressly limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

22.11 Dividends and voting suspended

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

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

22.12 Twelve month limit

If it is a requirement of the Listing Rules, the Company must not give a Small Holder more than one Divestment Notice in any 12 month period (except as contemplated by article 22.13).

22.13 Effect of takeover bid

From the date of the announcement of a takeover bid for the Shares until the close of the offers made under the takeover bid, the Company's powers under this Part to sell Relevant Shares of a Member cease. After the close of the offers under the takeover bid, the Company may give a Divestment Notice to a Member who is a Small Holder or a New Small Holder, despite article 22.12 and the fact that it may be less than 12 months since the Company gave a Divestment Notice to that Member.

22.14 Definitions

In this Part 22:

Divestment Notice means a notice given under article 22.1 to a Small Holder or a New Small Holder;

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

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

New Small Holding means a holding of Shares created after the date on which Part 22 came into effect by the transfer of a parcel of Shares the aggregate Market Value of which at the time a proper transfer was initiated or a paper based transfer was lodged, was less than a marketable parcel of Shares as provided under the Listing Rules;

Relevant Period means the period specified in a Divestment Notice under article 22.2:

Relevant Shares are the Shares specified in a Divestment Notice;

Shares for the purposes of Part 22 are shares in the Company all of the same class:

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

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

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