KORAB RESOURCES LIMITED — Governance Information 2005

Aug 28, 2005

Å, Clause	q	Page
1.	TABLE A AND INTERPRETATION	1
1.1 1.2 1.3 1.4	Table A not applicable Definitions Corporations Law definitions Headings	1 1 3 3
2.	SHARE CAPITAL AND VARIATION OF RIGHTS	3
2.1 $2.2\,$ 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10	Nominal capital Issue of Shares Share Options Classes of Shares Preference Shares Recognition of trusts Unregistered interests Share certificates and Share Option certificates Section 1096 of the Corporations Law Commissions	3 3 4 4 4 4 5 5 5 5
2.11 2.12	Restricted Securities Non-issue or cancellation of certificate	6 6
2.13	No prohibition on foreign ownership	6
3.	MINIMUM SHAREHOLDING	6
3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 4.	Effect of this Article Definition in this Article Minimum Shareholding Sale of Shares of Minority Member Acceptance of offer Appointment of attorney Transfer Proceeds of sale Receipt of proceeds Registration of purchaser Remedies limited Cost of sale of Shares Exemption from Article 3.4 Notice to exempt Election to exempt Takeover offer or announcement LIEN	6 6 7 7 7 7 7 7 8 8 ${\bf 8}$ 8 8 8 9 9 9
4.1	Company's lien on Shares and proceeds of sale	9
4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 74470	Another lien: when Company makes payment on Shareholder's behalf Recovery by Company of amount paid on Shareholder's behalf Enforcement of liens by sale Application of proceeds of sale, other disposal or reissue Execution of transfer of Shares sold Proof of due forfeiture Transferee's title to forfeited Shares Exemption from lien Protection of lien under SCH Business Rules Further powers re forfeited Shares and liens	9 10 10 11 11 11 11 12 12 12 (i)

74470

$\mathcal{A}^{\mathcal{A}}{\mathcal{A}}$ and $\mathcal{A}^{\mathcal{A}}{\mathcal{A}}$ are $\mathcal{A}^{\mathcal{A}}{\mathcal{A}}$ and $\mathcal{A}^{\mathcal{A}}{\mathcal{A}}$

$\label{eq:2.1} \mathcal{L}(\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}})) \leq \mathcal{L}(\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}})) \leq \mathcal{L}(\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}}))$

$\sim 10^{11}$

$\frac{1}{2}$ $\sim 10$ $\mu$

5.	CALLS ON SHARES	12
5.1	Calls	12
5.2	Making a call	12
5.3	Joint liability	12
5.4	Deemed calls	12
5.5	Differentiation between Shareholders	13
5.6	Payments in advance of calls	13
6.	FORFEITURE OF SHARES	13
6.1	Failure to pay call	13
6.2	Forfeiture	13
6.3	Notice of forfeiture	13
6.4	Sale, cancellation or re-issue of forfeited Share	14
6.5	Continuing liability	14
6.6	Proof of due forfeiture	14 14
6.7	Company entitled to proceeds of sale	14
6.8	Transferee's title to forfeited Share	14
6.9	Listing Rules	15
7.	TRANSFER OF SHARES
7.1	Forms of transfer	15 15
7.2	CHESS transfers	15
7.3	Participation in CHESS Registration process	15
7.4 7.5	Directors to register transfers	16
7.6	Refusal to register transfers other than Proper SCH Transfer	16
7.7	Notice of refusal to register	16
7.8	Retention of transfers by Company	16
7.9	Powers of attorney	16
7.10	Other securities	16
7.11	Branch register of Shareholders	16
7.12	Compliance with SCH Business Rules	17
7.13	Issuer sponsored subregister	17
7.14	Transferor holds Shares until registration of transfer	17
8.	TRANSMISSION OF SHARES	17
8.1	Death of Shareholder leaving a will	17
8.2	Death or bankruptcy of Shareholder	17
8.3	Registration by transmission or to beneficiary	17 17
8.4	Limitations to apply	18
8.5	Death of a joint holder	18
8.6	Joint personal representatives	18
9.	CHANGES TO CAPITAL STRUCTURE	18
9.1	Alterations to capital	18
9.2 9.3	Reduction of capital Power to buy back Shares	18
	GENERAL MEETINGS	18
10.		18
10.1 10.2	Convening of general meetings of Shareholders Notice	19
10.3	Annual general meeting	19
	PROCEEDINGS AT GENERAL MEETINGS	19
11.

74470

$\mathcal{A}(\mathcal{A})$ and $\mathcal{A}(\mathcal{A})$ and $\mathcal{A}(\mathcal{A})$

$\label{eq:2.1} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\$

$\sim$ $\sim$

$\ddot{\mathbf{n}}$

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

11.1	Quorum	19
11.2	Business at general meetings	20
11.3	Persons entitled to attend a general meeting	20
11.4	Chairman	20 20
11.5	Casting vote	20
11.6	Adjournment	20
11.7	Notice of resumption of adjourned meeting	20
11.8 11.9	Voting rights Voting - show of hands	21
11.10	Results of voting	21
11.11	Poll	21
11.12	Manner of taking poll	21
11.13	Meeting may continue	22
11.14	Voting by joint holders	22
11.15	Shareholder under disability	22
11.16	Payment of calls	22
11.17	Objection to voting	22 22
11.18	Right to appoint proxy/attorney	22
11.19	Proxies Authority conferred on proxy or attorney	23
11.20 11.21	Proxy votes	23
11.22	Representatives of corporate Shareholders	24
11.23	Priority of voting rights	24
	THE DIRECTORS	24
12.		24
12.1	Number of Directors	25.
12.2	Rotation of Directors Election of Directors	25
12.3 12.4	Casual vacancies and additional Directors	25
12.5	Removal of Director	26
12.6	Vacation of office	26
12.7	Directors' fees and remuneration	26
12.8	Expenses and extra services	27
12.9	No Share qualification	27
13.	POWERS AND DUTIES OF DIRECTORS	27
13.1	Management of the Company	27
13.2	Borrowings	27
13.3	Attorneys	28
13.4	Cheques, etc.	28 28
13.5	Retirement benefits for Directors	28
13.6	Securities to Directors
14.	PROCEEDINGS OF DIRECTORS	28
14.1	Convening a meeting	28
14.2	Procedure at meetings	29
14.3	Quorum	29 29
14.4	Majority decisions	29
14.5	Casting votes	29
14.6	Alternate Directors Continuing Directors may act	29
14.7 14.8	Chairman	30
14.9	Committees	30
14.10	Written resolutions	30

$\sim$

$\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$ and $\mathcal{L}_{\text{max}}$

$\mathbf{iii}$

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

14.11 14.12 14.13 14.14 14.15 14.16 14.17	Defective appointment Directors may hold other offices Directors may hold Shares, etc. Directors not accountable for benefits Disclosure of interests Related Body Corporate contracts Voting, affixation of seal	30 31 31 31 31 31 31
15.	MEETING BY INSTANTANEOUS COMMUNICATION DEVICE	32
15.1 15.2 15.3 15.4	Meetings to be effectual Procedure at meetings Minutes Definition	32 32 32 32
16.	EXECUTIVE CHAIRMAN/EXECUTIVE DIRECTOR	32
16.1 16.2 16.3 16.4	Appointment Remuneration Powers Rotation	32 33 33 33
17.	SECRETARY	33
18.	SEALS	33
18.1 18.2	Common Seal Certificate Seal	33 33
19.	ACCOUNTS, AUDIT AND RECORDS	34
19.1 19.2 19.3	Accounting records to be kept Signing of accounts Audit	34 34 34
20.	MINUTES	34
20.1 20.2 20.3	Minutes to be kept Signature of minutes Requirements of the Corporations Law	34 35 35
21.	DIVIDENDS AND RESERVES	35
21.1 21.2 21.3 21.4 21.5 21.6 21.7 21.8 21.9 21.10	Dividends Interim dividend Dividends only payable from profits No interest Reserves Alternative method of payment of dividend Payment of dividends Unclaimed dividends Power to retain dividends on which there is a lien Retention of dividends on death, bankruptcy or incapacity	35 35 35 35 35 35 36 36 36 36
22.	CAPITALISATION OF PROFITS	36
22.1 22.2 22.3	Capitalisation Application of capitalised amounts Procedures	36 36 37
23.	BONUS SHARE PLAN	37

$\mathcal{A}^{\mathcal{A}}$ and $\mathcal{A}^{\mathcal{A}}$ are $\mathcal{A}^{\mathcal{A}}$ and

$\mathcal{L}^{\text{max}}{\text{max}}$ and $\mathcal{L}^{\text{max}}{\text{max}}$

$\sim$

$\mathbf{i}\mathbf{v}$

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

23.1 23.2	Authorisation of Bonus Share Plan Amendment and revocation	37 37
24.	DIVIDEND REINVESTMENT PLAN	37
24.1 24.2	Authorisation of Dividend Reinvestment Plan Amendment and revocation	37 37
25.	NOTICES	38
25.1 25.2 25.3 25.4 25.5 25.6 25.7	Service Service by post Notice to joint holders Notices to personal representatives and others Persons entitled to notice Change of address Incorrect address	38 38 38 38 38 38 39
26.	WINDING UP	39
26.1 26.2 26.3 26.4	Distribution in kind Trust for Shareholders Distribution to be in proportion with nominal share capital paid up Special rights prevail	39 39 39 39
27.	INDEMNITIES AND INSURANCE	39
27.1 27.2 27.3 27.4 27.5	Indemnity against liability Indemnity for costs and expenses Insurance premium Directors' report Definition	39 40 40 40 40
28.	OVERSEAS SHAREHOLDERS	41
29.	CONSISTENCY WITH LISTING RULES	41
30.	CONSISTENCY WITH PART 3.2A CORPORATIONS LAW	41
30.1 30.2	Compliance Definitions	41 42
31.	INSPECTION AND SECRECY	42
31.1 31.2	No right to inspect Secrecy	42 42

$\bar{\mathbf{v}}$

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

74470

$\sim$ and $\sim$

$\mathcal{A}^{\text{max}}{\text{max}}$ and $\mathcal{A}^{\text{max}}{\text{max}}$

$\ddot{\phantom{a}}$

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ARTICLES OF ASSOCIATION

of

KORAB RESOURCES LIMITED

CLAYTON UTZ Barristers and Solicitors BankWest Tower 108 St George's Terrace
Perth, WA 6000

$\mathcal{A}^{\mathcal{A}}$ , where $\mathcal{A}^{\mathcal{A}}$ is the contribution of the contribution of $\mathcal{A}^{\mathcal{A}}$

$\sim$ $\sim$

$\frac{1}{2}$

$\sim$

Contractor

$\mathcal{A}^{\text{max}}{\text{max}}$ and $\mathcal{A}^{\text{max}}{\text{max}}$

CORPORATIONS LAW

ARTICLES OF ASSOCIATION

OF

KORAB RESOURCES LIMITED

AUSTRALIAN COMPANY NUMBER 082 140 252

$1.$ TABLE A AND INTERPRETATION

$1.1$ Table A not applicable

The regulations contained in Table A of Schedule 1 to the Corporations Law do not apply to this Company.

$1.2$ Definitions

In these Articles -

"Articles" means these articles as altered or added to from time to time.

"ASX" means Australian Stock Exchange Limited.

"Bonus Share Plan" means a plan implemented under Article 23.

"Business Day" means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

"Certificate Seal" means the duplicate common seal referred to in Article18.2.

"CHESS" means the Clearing House Electronic Subregister System established and operated by SCH for:

• the clearing and settlement of transactions in CHESS approved securities; $(a)$
• $(b)$ the transfer of securities; and
• $(c)$ the registration of transfers.

or such amended definition as may be prescribed by the Listing Rules or SCH Business Rules from time to time.

"CHESS Approved Securities" means securities of the Company for which CHESS approval has been given in accordance with the SCH Business Rules, or such amended definition as may be prescribed by the Listing Rules or SCH Business Rules from time to time.

"the Company" means this company as it is from time to time named in accordance with the Corporations Law of this jurisdiction.

Service

i in $\Delta$

74470

San America

$\mathbf{1}$

"Corporations Law" and "Corporations Regulations" have the same meanings given to them by part 3 of the Corporations (Western Australia) Act 1990 and references to the Corporations Law and the Corporations Regulations have the effect given to them by section 13 of that Act.

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

"Dividend Reinvestment Plan" means a plan implemented under Article 24.

"Executive Chairman" means a Director appointed as the executive chairman of the Company in accordance with Article 16.1.

"Executive Director" means a Director appointed in accordance with Article 16.1 to an office of, or otherwise employed by, the Company.

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

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

"Memorandum" means the Company's memorandum of association as altered from time to time.

"Officer" means, except for the purposes of Article 27 any Director or Secretary of the Company.

"Prescribed Rate" means the rate of 12% per annum or such other rate as may from time to time be fixed by the Directors.

"Proper SCH Transfer" means a proper SCH transfer as defined in the Corporations Law.

"Registered Office" means the registered office of the Company under section 217 of the Corporations Law.

"Register of Shareholders" means the register of Shareholders kept by the Company in accordance with the Corporations Law and where appropriate includes a sub-register conducted by or for the Company pursuant to the Corporations Law and any branch register.

"Related Body Corporate" means a corporation which by virtue of the provisions of section 50 of the Corporations Law is deemed to be related to the Company and "related" has a corresponding meaning.

"Representative" means a person authorised to act as a representative of a corporation under Article 11.22(a).

"Restricted Securities" has the same meaning as defined in the Listing Rules.

"SCH" has the same meaning as defined in the Corporations Law.

"SCH Business Rules" means the SCH Business Rules as defined in the Corporations Law.

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

74470

$\sim$ $\sim$

$\overline{2}$

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

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

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

"Shareholding Account" means an entry in the Register of Shareholders in respect of a Shareholder for the purpose of providing a separate identification of some or all of the ordinary Shares registered from time to time in the name of that Shareholder and "Securities Account" has an equivalent meaning in relation to Listed Securities of all kinds, including ordinary Shares.

"Share Option" means an option to require the Company to issue a Share.

"State" means Western Australia.

$1.3$ Corporations Law definitions

Any word or expression defined in or for the purposes of the Corporations Law, unless otherwise defined in Article 1.2 or the context otherwise requires, has the same meaning when used in these Articles, and the rules of interpretation specified in or otherwise applicable to the Corporations Law, unless the context otherwise requires, apply in the interpretation of these Articles.

$1.4$ Headings

Headings are inserted in these Articles for convenience only, and do not affect the interpretation of these Articles.

SHARE CAPITAL AND VARIATION OF RIGHTS $\mathcal{P}$

$2.1$ Nominal capital

$1.1$ All ordinary Shares in the capital of the Company have the same nominal value.

$22$ Issue of Shares

• Without prejudice to any special rights previously conferred on the holders of any $(a)$ existing Shares or class of Shares, Shares for the time being unissued are under the control of the Directors.
• $(b)$ Subject to the Corporations Law, the Listing Rules and these Articles, the Directors may at any time and from time to time issue such number of Shares:
• either as ordinary Shares or Shares of a named class or classes (being $(i)$ either an existing class or a new class); and
• with such preferred, deferred, or other special rights or such restrictions, $(ii)$ whether with regard to dividend, return of capital, or otherwise; and
• $(iii)$ whether as preference Shares that are or at the option of the Company are liable to be redeemed,

as the Directors, in their absolute discretion, determine.

74470

$\ddotsc$ $\mathcal{L}$ $\overline{3}$

The issue price of a Share is taken to be the nominal value of the Share plus anv $(c)$ premium at which it is issued or less any discount at which it is issued.

$2.3$ Share Options

Subject to section 216 of the Corporations Law and the Listing Rules, the Directors may at any time and from time to time issue Share Options on such terms and conditions as the Directors may, in their absolute discretion, determine.

$2.4^{-}$ Classes of Shares

• If at any time the share capital of the Company is divided into different classes of $(a)$ Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied (whether or not the Company is being wound up):
• with the consent in writing of the holders of three quarters of the issued $(i)$ Shares of that class; or
• if authorised by a special resolution passed at a separate meeting of the $(ii)$ holders of the Shares of the class.
• $(b)$ Any variation of rights under this Article 2.4(a) is subject to section 197 of the Corporations Law.
• The provisions of these Articles relating to general meetings apply, so far as they $(c)$ are capable of application and with necessary alterations, to every such separate meeting except that a quorum is constituted by two persons who together hold or represent by proxy one-third of the issued Shares of the class.

Preference Shares $25$

Subject to this Article 2.5, the Listing Rules and section 192 of the Corporations Law, the Company may issue preference Shares that are liable to be redeemed whether at the option of the Company or otherwise, and the following provisions shall apply in respect of such preference Shares:

• the Directors may, subject to the provisions of section 192 of the Corporations $(a)$ Law and the Listing Rules, exercise the power in any manner they think fit;
• any preference Shares so issued will confer on their holders, inter alia, the same $(b)$ rights as the holder of ordinary Shares to receive notices, reports and audited profit and loss accounts and audited balance sheets, and to attend general meetings and vote in the circumstances outlined in the Listing Rules; and
• other conditions, restrictions or rights attaching or relating to any preference $(c)$ Shares issued with respect to redemption, repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividend, voting and priority of payment of capital and dividend in relation to other Shares or classes of preference Shares must be set out in the Articles by amending the Articles before any issue of such Shares.

Recognition of trusts 2.6

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

74470

$\ddot{\phantom{a}}$

$\overline{\mathbf{4}}$

$2.7$ Unregistered interests

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

Share certificates and Share Option certificates $2.8$

• Subject to the SCH Business Rules (if applicable), the Listing Rules and Article 8, $(a)$ a person whose name is entered as a Shareholder in the Register of Shareholders is entitled without payment to receive a Share certificate or notice (as the case may be) in respect of the Share under the Seal in accordance with the Corporations Law. However, in respect of a Share or Shares held jointly by several persons, the Company is not bound to issue more than one certificate or notice.
• Delivery of a certificate or notice for a Share to one of several joint Shareholders $(b)$ is sufficient delivery to all such holders.
• Share certificates or notices in respect of Listed Securities may only be issued in $(c)$ accordance with the Listing Rules.
• Subject to these Articles and the Listing Rules, the Company must dispatch all $(d)$ appropriate Share certificates within the time limits required by the Listing Rules.
• Where a Share certificate is lost, worn out or destroyed, the Company must issue a $(e)$ duplicate certificate in accordance with the requirements of the Listing Rules and section 1089 of the Corporations Law.
• The preceding provisions of this Article 2.8 apply, with necessary alterations, to $(f)$ Share Options.
• If securities of the Company are CHESS Approved Securities and held in $(g)$ uncertificated mode, then the preceding provisions of this Article 2.8 do not apply to those securities and the Company must allot such CHESS Approved Securities and enter those CHESS Approved Securities into the Shareholder's uncertificated holding in accordance with the Listing Rules and the SCH Business Rules.

Section 1096 of the Corporations Law 2.9

Article 2.8(a) does not apply if and to the extent that, on an application by or on behalf of the Company, the Australian Securities Commission has made a declaration under section 1096(3) of the Corporations Law published in the Commonwealth of Australia Gazette that the Company is a person in relation to whom section 1096 of the Corporations Law does not apply.

2.10 Commissions

The Company may exercise the powers of paying commission conferred by section 204 of the Corporations Law if the percentage or the amount of the commission paid or agreed to be paid is disclosed in the required manner and the commission does not exceed the rate of 10% of the price at which the Shares in respect of which the commission is paid are issued. Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid Shares or partly in the one way and partly in the other. The Company may also on any issue of Shares pay such brokerage as may be lawful.

74470

2.11 Restricted Securities

• The Company must comply in all respects with the requirements of the Listing $(a)$ Rules with respect to Restricted Securities. Without limiting the generality of the foregoing, Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or ASX and the Company will refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities during the escrow period except as permitted by the Listing Rules or ASX.
• $(b)$ In the event of a breach of any restriction agreement entered into by the Company under the Listing Rules in relation to Restricted Securities, the member holding the Restricted Securities in question will cease to be entitled to any dividends and to any voting rights in respect of those Restricted Securities for so long as the breach subsists.

2.12 Non-issue or cancellation of certificate

Notwithstanding any other provision of these Articles, the Company need not issue a certificate, and may cancel any certificate without issuing a certificate in substitution, in respect of any Shares or Share Options of the Company in any circumstances where the non-issue or cancellation of that certificate is permitted by the Corporations Law, the Listing Rules and the SCH Business Rules.

$2.13$ No prohibition on foreign ownership

Nothing in these Articles has the effect of limiting or restricting the ownership of any securities of the Company by foreign persons except where such limits or restrictions are prescribed by Australian law.

$3.$ MINIMUM SHAREHOLDING

$3.1$ Effect of this Article

Subject to the Listing Rules, the provisions of this Article 3 have effect notwithstanding any other provision of these Articles.

$3.2$ Definition in this Article

In this Article 3:

"Authorised Price" means the price per share of the Shares equal to the weighted average of the last sale prices of the Shares quoted on ASX (as determined by ASX) for each of the ten trading days immediately preceding the date of any offer received by the Company pursuant to Article 3.5;

"Date of Adoption" means the date upon which this Article 3 is inserted in these Articles of Association by special resolution of the members of the Company;

"Date of Effect" means the date immediately following the date of expiry contained in the second notice of the Company to Minority Members in accordance with this Article 3;

"Minimum Shareholding" means a number of Shares equal to a "marketable parcel" of Shares within the meaning of the Listing Rules of ASX or such other entity as may succeed the functions of that company;

"Minority Member" means a member holding less than the Minimum Shareholding at any time:

74470

6

$\sim$ $\sim$

"Purchaser" means the person or persons (including a member or members) whose offer or offers to purchase Shares is or are accepted by the Company;

"Shares" means ordinary shares and any other shares in the capital of the Company that may be quoted on ASX from time to time.

Minimum Shareholding $3.3$

Subject to Articles 3.13 to 3.15 inclusive, if at any time a member holds less than the Minimum Shareholding the Company may procure the disposal of those Shares in accordance with this Article 3.

Sale of Shares of Minority Member $3.4$

Subject to Articles 3.13 to 3.15 inclusive, on and from the Date of Effect, each Minority Member is deemed to have irrevocably appointed the Company as his agent:

• to sell all the Shares held by him at a price not less than the Authorised Price and $(a)$ without any cost being incurred by the Minority Member; and
• to deal with the proceeds of the sale of those Shares in accordance with this Article $(b)$ $3:$ and
• where the Shares are CHESS Approved Securities held in uncertificated form, to $(c)$ initiate a Holding Adjustment (as defined in the SCH Business Rules) to move the Shares from the CHESS Holding (as defined in the SCH Business Rules) of the Minority Member to an Issuer Sponsored or Certificated Holding for the sale of the Shares.

Acceptance of offer $3.5$

Where the Company receives an offer for the purchase of all the Shares of a Minority Member to whom Article 3.4 applies at the date of the offer at a price not less than the Authorised Price, the Company may accept the offer on behalf of such a Minority Member.

Appointment of attorney 3.6

The Company must, by instrument in writing, appoint a person or persons to act as attorney or attorneys of each Minority Member to whom this Article applies, to execute an instrument or instruments of transfer of their Shares to the Purchaser.

Transfer 3.7

Where:

• all the Shares of each Minority Member to whom Article 3.4 applies at the time are $(a)$ sold to one Purchaser; or
• all the Shares of two or more Minority Members to whom Article 3.4 applies at $(b)$ any time are sold to one Purchaser,

the transfer may be effected by one instrument of transfer.

$\ddot{\phantom{a}}$

$3.8$ Proceeds of sale

The Company may receive the proceeds of the sale of the Shares of each Minority Member to whom Article 3.4 applies at any time and must:

and a

74470

$\overline{7}$

$\sim$

• after receipt of such proceeds, cause the name of the Purchaser to be entered in the $(a)$ Register of Shareholders as the holder of the Shares sold; and
• within 10 Business Days of receipt of the relevant Share certificate, cause the $(b)$ proceeds to be sent to the Minority Member by cheque mailed to his address in the Register of Shareholders (or in the case of joint holders, to the address of the holder whose name is shown first in the Register of Shareholders), such cheque to be made payable to the Minority Member (or, in the case of joint holders, to them jointly).

Where a Minority Member's whereabouts are unknown or where a Minority Member fails to return the Share certificate or certificates relating to the Shares sold, the proceeds of sale must be applied in accordance with the applicable laws dealing with unclaimed moneys.

3.9 Receipt of proceeds

The receipt by the Company of the proceeds of sale of Shares of a Minority Member is a good discharge to the Purchaser of all liability in respect of the purchase of the Shares.

Registration of purchaser 3.10

Upon entry of the name of the Purchaser in the Register of Shareholders as the holder of the Shares of a Minority Member to whom Article 3.4 applies:

• the Purchaser will not be bound to see to the regularity of the actions and $(a)$ proceedings of the Company pursuant to this Article $\overline{3}$ or to the application of the proceeds of sale; and
• the validity of the sale cannot be impeached by any person. $(b)$

Remedies limited $3.11$

The remedy of any Minority Member to whom Article 3.4 applies in respect of the sale of his Shares 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.

3.12 Cost of sale of Shares

The Company will bear all the costs of the sale of the Shares.

Exemption from Article 3.4 3.13

At any time on and from the Date of Adoption where the Company decides to invoke the provisions of this Article 3, the Company must give written notice to a Minority Member and, where the Shares are CHESS Approved Securities, to the Controlling Participant (as defined in the SCH Business Rules) for the holding of the Minority Member, advising of the Company's intention to sell his shareholding pursuant to Article 3.4, unless the Minority Member, within 6 weeks of dispatch of the notice from the Company in accordance with this Article 3.13, gives written notice to the Company that he desires his shareholding to be exempted from Article 3.4, in which case the provisions of Article 3.4 will not apply to such Minority Member. Where Shares are CHESS Approved Securities, a written notice by the Company in terms of this Article 3.13 must comply with the SCH Business Rules.

Notice to exempt 3.14

Where a Minority Member has given written notice to the Company that he desires his shareholding to be exempted from Article 3.4 he may at any time after that, revoke or $\mathbf{R}$ withdraw that notice and then the provisions of Article 3.4 will apply to such Minority Member.

3.15 Election to exempt

Where a Minority Member has not given written notice to the Company within 6 weeks of dispatch of the notice from the Company in accordance with Article 3.13 that he desires his shareholding to be exempted from Article 3.4, then the Company must give that Minority Member and, where the Shares are CHESS Approved Securities, to the Controlling Participant (as defined in the SCH Business Rules) for the holding of the Minority Member, a second written notice complying with the SCH Business Rules advising that the Company intends to sell his shareholding immediately upon expiration of 10 Business Days from the date of that notice unless the Minority Member gives written notice to the Company within that time that he desires his shareholding to be exempted from Article 3.4, in which case Article 3.4 will not apply to such Minority Member.

3.16 Takeover offer or announcement

This Article 3 will cease to have any effect following the announcement of a takeover scheme in respect of Shares in the Company or following a takeover announcement in respect of Shares in the Company but the procedure outlined in Articles 3.13 to 3.15 inclusive may be started again after the closure of the takeover offers or the offers made under the takeover announcement, as the case may be.

$\overline{4}$ . LIEN

$4.1$ Company's lien on Shares and proceeds of sale

• The Company has a first and paramount lien for unpaid calls on the specific Shares $(a)$ registered in the name of a Shareholder whether solely or jointly with others in respect of which such money is due and unpaid and a first and paramount lien on the proceeds of sale of such Shares and for expenses which the Company may be called upon by law to pay (and has paid) in connection with such Shares or the forfeiture or sale of them.
• $(b)$ The lien also extends to all dividends from time to time declared in respect of those Shares.
• Unless otherwise agreed, the registration of a transfer of Shares will operate as a $(c)$ waiver of the Company's lien (if any) on those Shares.

Another lien: when Company makes payment on Shareholder's behalf $4.2$

If any law of any country, state or place imposes or purports to impose any immediate or future liability upon the Company to make any payment or empowers any government or taxing authority or governmental official to require the Company to make any payment:

• in respect of Shares held solely or jointly; $(a)$
• in respect of a transfer or transmission of Shares by a Shareholder; $(b)$
• in respect of dividends which may become due and payable to a Shareholder; or $(c)$
• otherwise for or on account of or in respect of a Shareholder; $(d)$

whether as a consequence of:

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• the death of that Shareholder; $(e)$
• the non-payment of any income tax, capital gains tax, wealth tax or other tax by $(f)$ that Shareholder or the legal personal representative of that Shareholder;
• the non-payment of any estate, probate, succession, death, stamp or other duty by $(g)$ that Shareholder or the legal personal representative of that Shareholder; or
• $(h)$ any other act or thing;

then, in addition to any right or remedy that law may confer on the Company:

• the Shareholder or, if the Shareholder is deceased, the Shareholder's legal personal $(i)$ representative will:
• fully indemnify the Company against that liability; $(i)$
• $(ii)$ reimburse the Company for any payment made under or as a consequence of that law immediately on demand by the Company; and
• pay interest from the date the Company makes a payment under or as a $(iii)$ consequence of that law until the date the Company is reimbursed for that payment at such rate (not exceeding the Prescribed Rate) as the Directors determine:
• the Company has a lien upon all Shares held solely or jointly by that Shareholder $(i)$ or that Shareholder's legal personal representative and all dividends payable on those Shares for all amounts called upon by law to be paid and which the Company has paid in respect of those Shares;
• the Company may recover as a debt due from that member or from that $(k)$ Shareholder's legal personal representative any money payable to the Company under this Article 4.2; and
• except in the case of a Proper SCH Transfer and subject to the Listing Rules, the $(1)$ Company may refuse to register a transfer of any Shares by that Shareholder or that Shareholder's legal personal representative until all money payable to the Company under this Article 4.2 has been paid.

Recovery by Company of amount paid on Shareholder's behalf $4.3$

All amounts paid or to be paid under Article 6 may be deducted by the Company from any money payable by the Company to that Shareholder or that Shareholder's executors or administrators (as the case may be) in respect of those Shares, or be recovered by the Company by action or otherwise from the Shareholder or the Shareholder's executors or administrators (as the case may be).

$4.4$ Enforcement of liens by sale

• For the purpose of enforcing any lien the Directors may sell the Shares subject to $(a)$ the lien in such manner as they think fit, but, subject to Article 4.2:
• no sale will be made until notice in writing of the intention to sell has $(i)$ been served on the Shareholder or the Shareholder's executors or administrators (as the case may be); and

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• the Shareholder or the Shareholder's executors or administrators has or $(ii)$ have defaulted in the payment, fulfilment or discharge of those debts or liabilities for 10 Business Days after service of that notice.
• In the case of Shares in a CHESS holding any notice under this Article must $(b)$ comply with the SCH Business Rules.

Application of proceeds of sale, other disposal or reissue $4.5$

The proceeds of any sale, other disposal or reissue will be applied in payment of:

• first, the expenses of the sale, other disposal or reissue; $(a)$
• second, any expenses necessarily incurred in respect of the forfeiture, enforcement $(b)$ of a lien on the sale, other disposal or reissue; and
• third, the calls, interest, expenses, money paid, $(c)$

and the residue (if any) will be held on trust by the Company until paid to the Shareholder or the Shareholder's executors and administrators or assigns (as the case requires) or as such person (or if more than one such person, as such persons) directs in writing and the Company will so pay any such residue within 5 Business Days of the Company receiving the Share certificate that relates to the forfeited Shares or such other satisfactory evidence as the Company may require relating to ownership of the forfeited Shares.

4.6 Execution of transfer of Shares sold

On any sale or other disposal after forfeiture in accordance with Article 6 or on enforcing a lien in purported exercise of the powers in this Article 4, the Directors may:

• appoint a person to effect a transfer of the Shares sold or otherwise disposed of $(a)$ (and such person will have authority to do all such things as may be necessary or appropriate for it to do to effect the transfer); and
• cause the transferee's name to be entered in the Register of Shareholders in respect $(b)$ of the Shares sold or otherwise disposed of.

Proof of due forfeiture 4.7

A certificate in writing under the hands of two Directors or of one Director and the Secretary that a call in respect of any Shares was made, that notice of the call was served, that default in payment of the call was made and that forfeiture of the Shares was made by resolution of the Directors to that effect will be sufficient evidence of the facts therein stated as against all persons claiming to be entitled to those Shares and of the right and title of the Company to dispose of them.

Transferee's title to forfeited Shares 4.8

• The title of the transferee to the Shares sold under this Article 4 is not affected by $(a)$ any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.
• The transferee is not bound to determine the regularity of the proceedings or the $(b)$ application of the purchase money (if any), and after the transferee's name has been entered in the Register of Shareholders in respect of those Shares, the validity of the sale or other disposal will not be impeached by any person. The remedy of

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any person aggrieved by the sale or other disposal will be in damages only and against the Company exclusively.

Exemption from lien 4.9

The Directors may exempt any Share wholly or in part from the provisions of this Article 4.

Protection of lien under SCH Business Rules 4.10

The Company may do all such things as may be necessary or appropriate for it to do under the SCH Business Rules to protect any lien, charge or other right to which it may be entitled under any law or these Articles.

Further powers re forfeited Shares and liens 4.11

Where a transfer (following sale of any Shares after forfeiture or for enforcing a lien, charge or right to which the Company is entitled under any law or under these Articles) is effected by a Proper SCH Transfer, the Company may do all things necessary or desirable for it to do under the SCH Business Rules in relation to that transfer.

CALLS ON SHARES $5.$

$5.1$ Calls

The Directors may make calls upon the Shareholders in respect of any money unpaid on the Shares of the Shareholders (whether on account of the nominal value of the Shares or by way of premium) which is not by the terms of issue of those Shares made payable at fixed times. Each Shareholder must, upon receiving at least 31 Business Days notice specifying the time or times and place of payment, pay to the Company at the time or times and place so specified the amount called on his Shares. Any moneys payable in respect of a call made in accordance with these Articles which remain outstanding will from and including the day for payment until the date payment is received bear interest at the Prescribed Rate. The Company must comply with the Listing Rules in relation to calls.

$5.2$ Making a call

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

Joint liability 5.3

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

Deemed calls $5.4$

Any amount that, by the terms of issue of a Share, becomes payable on allotment or at a fixed date, whether on account of the nominal value of the Share or by way of premium, will for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the amount becomes payable, and, in case of nonpayment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise apply as if the amount had become payable by virtue of a call duly made and notified. The Company must still comply with the Listing Rules in relation to notification of calls in these circumstances.

$\mathbf{r}$

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$5.5$ Differentiation between Shareholders

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

Payments in advance of calls 5.6

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

6. FORFEITURE OF SHARES

$6.1$ Failure to pay call

If a Shareholder fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time after that date while any part of the call or instalment remains unpaid (but subject to this Article 6.1), serve a notice on the Shareholder requiring the Shareholder to pay:

• $(a)$ so much of the call or instalment as is unpaid;
• $(b)$ any interest that has accrued;
• $(c)$ all the expenses that the Company has incurred because of the non-payment; and

the notice must:

• $(a)$ name a place and a day, being a date not less than 10 Business Days after the day for payment of the call or instalment, on or before which the payments required by the notice are to be made; and
• state that, if payment is not made by the time and at the place appointed, the $(b)$ Shares in respect of which the call was made will be liable to be forfeited.

6.2 Forfeiture

If a Shareholder does not comply with a notice served under Article 6.1, the Shares that the notice related to may then be forfeited by a resolution of the Directors to that effect. Forfeiture will include all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

6.3 Notice of forfeiture

When any Share has been forfeited, the Company must: $(a)$

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• give notice of the forfeiture to the Shareholder in whose name the $(i)$ forfeited Share was registered immediately before the forfeiture; and
• make an entry of the forfeiture and the date of forfeiture in the Register $(ii)$ of Shareholders as soon as practicable.
• If the Company fails to give notice or to make an entry as specified in Article $(b)$ $6.3(a)$ , that failure will not invalidate the forfeiture in any way.

$6.4$ Sale, cancellation or re-issue of forfeited Share

The Directors may:

• sell or otherwise dispose of a Share which has been forfeited on such terms and in $(a)$ such manner as they think fit;
• at any time before a sale or disposition, cancel a Share which has been forfeited on $(b)$ such terms as the Directors think fit; and
• reissue a Share which has been forfeited, with or without any money paid on the $(c)$ Share by any former holder being credited as paid up and on such other terms and in such other manner as they think fit.

6.5 Continuing liability

A person whose Shares have been forfeited ceases to be a Shareholder in respect of the forfeited Shares, but remains liable to pay to the Company all money that, at the date of forfeiture, was payable to the Company in respect of the Shares (as referred to in Article 6.1). The Directors may enforce the payment of any such money if they think fit.

$6.6$ Proof of due forfeiture

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

6.7 Company entitled to proceeds of sale

Subject to Article 4.5, the Company may receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share, and may effect a transfer of the Share in favour of the person to whom the Share is sold or disposed of.

Transferee's title to forfeited Share $6.8$

Once the transfer is executed (and if necessary, stamp duty paid on it), the transferee will be registered as the holder of the Share and is not bound to see to the application of any money paid as consideration. The title of the transferee to the Share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.

6.9 Listing Rules

The Company must comply with the Listing Rules with respect to forfeited Shares. The Company must do all such things as may be necessary or appropriate for it to do under the SCH business rules to effect the transfer of the forfeited Shares.

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TRANSFER OF SHARES $\mathbf{7}$

Forms of transfer $7.1$

Subject to these Articles, Shareholders may transfer any Shares held by them by:

• (with respect to uncertificated Shares) a Proper SCH Transfer or any other method $(a)$ of transferring or dealing in Shares introduced by ASX or operated in accordance with the SCH Business Rules or Listing Rules and, in any such case, recognised under the Corporations Law; or
• (with respect to certificated Shares) a written instrument of transfer in any usual $(b)$ form or in any other form approved by either the Directors or ASX.

CHESS transfers $7.2$

• The Company must comply with all obligations imposed on the Company under $(a)$ the Corporations Law, the Listing Rules and the SCH Business Rules in respect of a Proper SCH Transfer or any other transfer of Shares.
• Notwithstanding any other provision in these Articles, the Company must not $(b)$ prevent, delay or interfere with the registration of a Proper SCH Transfer or any other transfer of Shares.

$7.3$ Participation in CHESS

The Directors may do anything they consider necessary or desirable and which is permitted under the Corporations Law, the Listing Rules and the SCH Business Rules to facilitate participation by the Company in any system established or recognised by the Corporations Law and the Listing Rules or the SCH Business Rules in respect of transfers of or dealings in marketable securities.

7.4 Registration process

The following provisions apply to instruments of transfer referred to in Article 7.1(b):

• The instrument of transfer must be executed by or on behalf of the transferor $(a)$ unless the instrument is otherwise a sufficient transfer under the Corporations Law. The instrument of transfer must be signed by or on behalf of the transferee if required by the Company.
• The instrument of transfer must be left at the share registry of the Company, $(b)$ accompanied by the certificate (if any) in respect of the Shares to be transferred and such other evidence as the Directors require to prove the transferor's title to or right to transfer the Shares.
• The Company must register all registrable transfer forms, split certificates, $(c)$ renunciations and transfers, issue certificates (if any) and transmission receipts without charge except in the case where the Company issues certificates to replace a lost or destroyed certificate, or in respect of markings and notations on transfer forms.
• On registration of a transfer of Shares, the Company must cancel the old certificate $(d)$ $(if any).$

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$7.5$ Directors to register transfers

Subject to Articles 4.2 and 7.6, the Directors will not refuse to register or fail to register or give effect to a transfer of Shares.

Refusal to register transfers other than Proper SCH Transfer 7.6

• The Directors may refuse to register any transfer of Shares (other than a Proper $(a)$ SCH Transfer) where the Listing Rules permit the Company to do so.
• The Directors must refuse to register any transfer of Shares (other than a Proper $(b)$ SCH Transfer) where:
• the Listing Rules require the Company to do so, or the transfer is in $(i)$ breach of the Listing Rules; or
• the transfer is in breach of any escrow agreement relating to Restricted $(ii)$ Securities relating to the Company entered into pursuant to the Listing Rules.

Notice of refusal to register $7.7$

Where the Directors refuse to register a transfer of Shares under Article 7.6, the Company will give written notice of the refusal and the precise reasons for the refusal to the transferee and the broker, if any, within 5 Business Days after the date on which the transfer was lodged with the Company. The failure to provide such notice will not invalidate the decision of the Directors.

7.8 Retention of transfers by Company

All instruments of transfer which are registered will be retained by the Company, but any instrument of transfer which the Directors decline or refuse to register (except in the case of fraud) will, on demand, be returned to the transferee.

Powers of attorney 7.9

Any power of attorney granted by a Shareholder empowering the donee to transfer \$hares which may be lodged, produced or exhibited to the Company or any Officer of the Company will be taken and deemed to continue and remain in full force and effect, as between the Company and the grantor of that power, and the power of attorney may be acted on, until express notice in writing that it has been revoked or notice of the death of the grantor has been given and lodged at the Office or at the place where the Register of Shareholders is kept.

7.10 Other securities

The provisions of this Article 7 apply, with necessary alterations, to any other Listed Securities for the time being issued by the Company.

7.11 Branch register of Shareholders

The Company may cause a branch register of Shareholders to be kept in any place, and the Directors may from time to time make such provisions as they (subject to the Corporations Law) may think fit with respect to the keeping of any such branch register of Shareholders.

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$\bar{\mathcal{L}}$ .

$7.12$ Compliance with SCH Business Rules

The Company must comply with the SCH Business Rules and the Listing Rules in relation to all matters covered by those rules.

7.13 Issuer sponsored subregister

The Company may establish and maintain an issuer sponsored subregister in combliance with any relevant provisions of the Corporations Law, the Listing Rules and the SCH Business Rules.

Transferor holds Shares until registration of transfer 7.14

A transferor of Shares remains the registered holder of the Shares transferred until a Proper SCH Transfer has taken effect in accordance with the SCH Business Rules or the transfer in the name of the transferee is entered in the Register of Shareholders in respect of them.

TRANSMISSION OF SHARES 8.

Death of Shareholder leaving a will 8.1

On the death of a Shareholder who leaves a will appointing an executor, the executor is entitled as from the date of death, and on behalf of the deceased Shareholder's estate, to the same dividends and other advantages and to the same rights whether in relation to meetings of the Company, or voting or otherwise, as the Shareholder would have been entitled to if he had not died, whether or not probate of the will has been granted. Nevertheless, if probate of the will is granted to a person or persons other than the executor first referred to in this Article 8, his executor's rights will cease, and such rights will only be exercisable by the person or persons to whom probate is granted as provided in Articles 8.2 and 8.3.

Death or bankruptcy of Shareholder $8.2$

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

8.3 Registration by transmission or to beneficiary

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

8.4 Limitations to apply

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

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8.5 Death of a joint holder

In the case of the death of a Shareholder who was a joint holder, the survivor or survivors will be the only persons recognised by the Company as having any title to the deceased's interest in the Shares, but this Article 8.5 does not release the estate of a deceased joint holder from any liability in respect of a Share that had been jointly held by him with one or more other persons.

8.6 Joint personal representatives

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

CHANGES TO CAPITAL STRUCTURE $9₁$

$9.1$ Alterations to capital

Subject to the Listing Rules, the Company may, by ordinary resolution:

• $(a)$ increase its nominal share capital by the creation of new Shares of such amount as is specified in the resolution:
• consolidate and divide all or any of its nominal share capital into Shares of larger $(b)$ amounts than its existing Shares:
• $(c)$ sub-divide all or any of its Shares into Shares of smaller amount than is fixed by the Memorandum, but so that in the sub-division the proportion between the amount paid and the amount (if any) unpaid on each such Share of a smaller amount is the same as it was in the case of the Share from which the Share of a smaller amount is derived; and
• $(d)$ cancel Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited and, subject to the Corporations Law, reduce its nominal share capital by the amount of the Shares so cancelled.

9.2 Reduction of capital

Subject to the Corporations Law and the Listing Rules, the Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account.

9.3 Power to buy back Shares

The Company may buy Shares in itself (other than redeemable preference Shares) by any of the means authorised by the Corporations Law, subject to the provisions of that law and, where applicable, the Listing Rules.

$10.$ GENERAL MEETINGS

Convening of general meetings of Shareholders $10.1$

Any Director may, whenever he thinks fit, convene a general meeting of $(a)$ Shareholders, and a general meeting may also be convened on requisition as provided by the Corporations Law, or in default, may be convened by such requisitionists as empowered to do so by the Corporations Law.

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$(b)$ If there are no Directors for the time being, a Secretary may convene a general meeting of Shareholders for the purpose of enabling the election of Directors, but for no other purpose.

$10.2$ Notice

• A notice of a general meeting must: $(a)$
• $(i)$ be given in accordance with the requirements of section 247 and subsection 250(5) of the Corporations Law and Article 25;
• $(i)$ specify the place, the day, the date and the time of the meeting; and
• state the general nature of the business to be transacted at the meeting. $(iii)$
• $(b)$ The non-receipt of a notice of general meeting by a Shareholder or the accidental omission to give such a notice to a Shareholder will not invalidate any resolution passed at any such meeting.

$10.3$ Annual general meeting

An annual general meeting must be held in accordance with the requirements of Section 245 of the Corporations Law.

$11.$ PROCEEDINGS AT GENERAL MEETINGS

$11.1$ Ouorum

• No business can be transacted at any general meeting unless the requisite quorum $(a)$ is present at the commencement of the meeting.
• A quorum for a general meeting is 3 persons, each being a Shareholder present in $(b)$ person, by proxy, attorney or Representative.
• For the purpose of determining whether a quorum is present, a person attending as $(c)$ a proxy, attorney or Representative, will be deemed to be a Shareholder present in person.
• $(d)$ If a quorum is not present within 15 minutes after the time appointed for a general meeting, the meeting:
• $(i)$ if convened upon a requisition, must be dissolved;
• $(ii)$ but in any other case, it will stand adjourned to a date and place to be fixed by the Directors.
• If a quorum is not present at that adjourned meeting, the Shareholders present in $(e)$ person, by proxy, attorney or Representative will constitute a quorum.
• If a quorum is present at the beginning of a general meeting, it is deemed present $(f)$ throughout the meeting unless the chairman otherwise declares on:
• $(i)$ the chairman's own motion; or
• at the instance of a Shareholder having a right to vote at the meeting and $(ii)$ being present in person or by proxy, attorney or Representative.

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$\ddot{\phantom{0}}$

$11.2$ Business at general meetings

Only matters that appear in a notice of meeting may be dealt with at a general meeting $\frac{1}{x}$ or an annual general meeting, as the case may be.

Persons entitled to attend a general meeting 11.3

The persons entitled to attend a general meeting are:

• Shareholders, in person, by proxy, attorney or Representative; $(a)$
• $(b)$ Directors:
• $(c)$ Secretary;
• $(d)$ the Company's auditor;
• such other person or persons as the chairman may approve; and $(e)$
• any other person entitled under the Corporations Law or Listing Rules to attend. $(f)$

11.4 Chairman

The Executive Chairman will if willing, preside as chairman at every general meeting. Where a general meeting is held and an Executive Chairman has not been appointed in accordance with Article 16.1 or the Executive Chairman (or, in his absence, the vicechairman) is not present within 15 minutes after the time appointed for holding of the meeting or is unwilling to act, the Shareholders present must elect one of their number to be the acting chairman of the general meeting.

11.5 Casting vote

In the case of an equality of votes, the chairman of the meeting has a second or casting vote.

11.6 Adjournment

The chairman may, with the consent of the meeting, and must, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business may be transacted on the resumption of any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Notice of resumption of adjourned meeting 11.7

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

11.8 Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at meetings of Shareholders or classes of Shareholders:

each Shareholder entitled to vote may vote in person or by proxy, attorney or $(a)$ Representative;

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• on a show of hands, every person present who is a Shareholder or a proxy, attorney $(b)$ or Representative of a Shareholder has one vote: and
• on a poll, every person present who is a Shareholder or a proxy, attorney or $(c)$ Representative of a Shareholder has:
• for each fully paid Share held by him, or in respect of which he is $(i)$ appointed a proxy, attorney or Representative, one vote for the Share;
• for each partly paid Share, a fraction of a vote equivalent to the $(ii)$ proportion which the amount paid (not credited) bears to the total amounts paid and payable for the Share (excluding amounts credited).

11.9 Voting - show of hands

At any general meeting a resolution put to the vote of the meeting is to be decided on a show of hands unless a poll is demanded in accordance with Article 11.11.

11.10 Results of voting

Unless a poll is so demanded, 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 general meetings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.11 Poll

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

• the chairman of the general meeting; $(a)$
• at least 5 Shareholders present in person or by proxy, attorney or Representative; $(b)$
• $(c)$ any one or more Shareholders holding not less than 10% of the total voting rights of all Shareholders having the right to vote on the resolution; or
• $(d)$ any one or more Shareholders holding Shares in the Company conferring a right to vote at the meeting, being Shares on which an aggregate sum has been paid up equal to at least 10% of the total sum paid up on all the Shares conferring a right to vote at the meeting.

11.12 Manner of taking poll

• $(a)$ If a poll is duly demanded, it must be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman directs.
• $(b)$ The result of the poll will be deemed to be the resolution of the meeting at which the poll was demanded.
• A poll demanded on the election of a chairman or on a question of adjournment $(c)$ must be taken immediately.
• $(d)$ The demand for a poll may be withdrawn.

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11.13 Meeting may continue

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

11.14 Voting by joint holders

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

11.15 Shareholder under disability

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

11.16 Payment of calls

A Shareholder is not entitled to any vote at a general meeting in relation to Shares in the Company for which all calls presently payable by him have not been paid. Nothing in this Article prevents such a Shareholder from voting at a general meeting in relation to any other Shares held by that Shareholder provided all calls have been paid on those other Shares.

Objection to voting 11.17

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

Right to appoint proxy/attorney 11.18

• A Shareholder is entitled to appoint not more than 2 other persons (whether $(a)$ Shareholders or not) as the Shareholder's proxy or proxies or attorney or attorneys (as the case may be) to attend and vote instead of the Shareholder at any general meeting.
• Where a Shareholder appoints 2 proxies or attorneys, the appointment is of no $(b)$ effect unless each proxy or attorney, as the case may be, is appointed to represent a specified proportion of the Shareholder's voting rights.
• A proxy or attorney may be appointed for all meetings or for any number of $(c)$ meetings or for a particular purpose.

11.19 Proxies

An instrument appointing a proxy:

must be in writing under the hand of the appointor or of his attorney, or, if the $(a)$ appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

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• may permit the person appointing the proxy to specify the manner in which the $(b)$ proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;
• is deemed to confer authority to demand or join in demanding a poll; $(c)$
• must be in such form as the Directors determine and which complies with section $(d)$ 250 of the Corporations Law;
• will not be valid unless the original instrument and the power of attorney or other $(e)$ authority (if any) under which the instrument is signed (duly stamped where necessary), or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, is or are deposited at or sent by facsimile transmission to the Registered Office, or deposited at or sent by facsimile transmission to such other place as is specified for that purpose in the notice convening the meeting, no later than 48 hours prior to the time of commencement of the general meeting in the place where the general meeting is being convened (or the resumption of the meeting if the meeting is adjourned and notice is given in $\alpha$ accordance with Article 11.7) as is specified in the notice convening the meeting (or the notice under Article 11.7, as the case may be); and
• must comply with the Listing Rules. $(f)$

Authority conferred on proxy or attorney 11.20

Unless otherwise provided in the instrument, an instrument appointing a proxy or attorney will be taken to confer authority:

• to agree to a meeting being convened by shorter notice than is required by the $(a)$ Corporations Law or by these Articles;
• to agree to a resolution being proposed and passed as a special resolution at a $(b)$ meeting of which less than 21 days' notice has been given;
• even though the instrument may refer to specific resolutions and may direct the $(c)$ proxy or attorney how to vote on those resolutions:
• to vote on any amendment moved to the proposed resolutions and $\dot{\phi}$ any $(i)$ motion that the proposed resolutions not be put or any similar motion; and
• to vote on any procedural motion, including any motion to elect the $(ii)$ chairman, to vacate the chair or to adjourn the meeting;
• to speak on any proposed resolution on which the proxy or attorney may vote; and $(d)$
• to demand or join in demanding a poll on any resolution on which the proxy or $(e)$ attorney may vote.

11.21 Proxy votes

A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed) or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the 23

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

Representatives of corporate Shareholders 11.22

• A body corporate ("the appointor") that is a Shareholder may authorise, in $(a)$ accordance with section 249 of the Corporations Law, by resolution of its Directors or other governing body such person or persons as it may determine to act as its Representative at any general meeting of the Company or of any class of Shareholders. A person so authorised is entitled to exercise all the rights and privileges of the appointor as a Shareholder.
• When a Representative is present at a general meeting of the Company, the $(b)$ appoint is deemed to be personally present at the meeting unless the Representative is otherwise entitled to be present at the meeting. For the purposes of this Article 11.22, a copy which appears on its face to be an authentic copy of a certificate under subsection 249(6) of the Corporations Law will also be prima facie evidence of matters referred to in subsection 249(6) of the Corporations Law.

Priority of voting rights 11.23

• If a Shareholder is present at any general meeting and a proxy or attorney of that $(a)$ Shareholder is also present, the proxy or attorney cannot vote on a show of hands or on a poll in respect of the Shares to which the proxy or attorney relates.
• If an attorney and a proxy of a Shareholder are present at any general meeting and $(b)$ have authority to act for the Shareholder in relation to the same Shares held by the Shareholder, only the attorney has the right to vote on behalf of the Shareholder.
• If a Representative and a proxy of a Shareholder are present at any general $(c)$ meeting, only the Representative has the right to vote on behalf of the Shareholder.
• If a Representative and an attorney of a Shareholder are present at any general $(d)$ meeting, the person who was most recently appointed by the Shareholder has the right to vote on behalf of the Shareholder.
• Where more than one Representative of a Shareholder entitled to be present at a $(e)$ general meeting is so present, the Representative who was most recently appointed by the Shareholder has the right to vote on behalf of the Shareholder.

$12.$ THE DIRECTORS

$12.1$ Number of Directors

• The Company must at all times have at least 3 Directors. $(a)$
• The number of Directors must not exceed 10. $(b)$
• The Company may, by ordinary resolution: $(c)$
• increase or reduce the number of Directors but the minimum must not in $(i)$ any circumstances fall below 3; and
• determine in what rotation the increased or reduced number is to go out $(ii)$ of office.

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The first Directors will be appointed by the subscribers to the Memorandum or a $(d)$ majority of them.

Rotation of Directors $12.2$

• At the Company's first annual general meeting, all the Directors must retire from $(a)$ office.
• At the annual general meeting in every subsequent year, one-third of the Directors $(b)$ for the time being (but excluding the Executive Chairman and any Director retiring under Article 12.4), or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), must retire from office.
• Notwithstanding paragraph (b) above, no Director, except an Executive Chairman, $(c)$ can hold office for a period in excess of 3 years, or until the third annual general meeting following his appointment, whichever is the longer, without submitting himself for re-election.
• The Directors to retire at an annual general meeting other than the first annual $(d)$ general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire will (unless they otherwise agree among themselves) be determined by drawing lots.
• A retiring Director is eligible for re-election. $(e)$
• An election of Directors must take place each year. $(f)$

Election of Directors $12.3$

• No person other than a Director seeking re-election is eligible for election to the $(a)$ office of Director at any general meeting unless he or some Shareholder intending to propose him has, at least 15 Business Days before the meeting, left at the Registered Office a notice in writing duly signed by the nominee giving his consent to the nomination and signifying his candidature for the office or the intention of such Shareholder to propose him.
• Notice of each and every candidature for election as a Director must be given to $(b)$ each Shareholder with or as part of the notice of the meeting at which the election is to take place.
• The Company must comply with section 225 of the Corporations Law with respect $(c)$ to the election of Directors.
• If the number of nominations exceeds the vacancies available having regard to $(d)$ Article 12.1, the order in which the candidates will be put up for election is be determined by the drawing of lots supervised by the Directors and once sufficient candidates have been elected to fill up the vacancies available, the remaining candidates will be deemed defeated without the need for votes to be taken on their election.

Casual vacancies and additional Directors $12.4$

The Directors may at any time appoint a person to be a Director, either to fill a $(a)$ casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by these Articles.

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Any Director so appointed holds office only until the next following general $(b)$ meeting and is then eligible for re-election but will not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

$12.5$ Removal of Director

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

Vacation of office 12.6

The office of Director automatically becomes vacant if the Director:

• ceases to be a Director by virtue of section 224 or any other provision of the $(a)$ Corporations Law;
• becomes bankrupt or makes any arrangement or composition with his creditors $(b)$ generally;
• becomes prohibited from being a Director by reason of any order made under the $(c)$ Corporations Law;
• becomes of unsound mind or a person whose person or estate is liable to be dealt $(d)$ with in any way under the law relating to mental health;
• resigns his office by notice in writing to the Company; $(e)$
• is removed from office under Article 12.5; or $(f)$
• he is absent for more than 6 months, without permission of the Directors, from $(g)$ meetings of the Directors held during that period.

Directors' fees and remuneration 12.7

• The Directors will be paid out of the funds of the Company, by way of $(a)$ remuneration for their services as Directors, a sum not exceeding the fixed sum per annum as may be determined by the Directors.
• The fees payable to the Directors by way of Directors' fees can only be increased $(b)$ pursuant to a resolution passed at a general meeting of the Company where notice of the amount of the suggested increase and the maximum sum that may be paid has been given to Shareholders in the notice convening the meeting.
• No non-executive Director can be paid as part or whole of his remuneration a $(c)$ commission on or a percentage of profits or a commission or a percentage of operating revenue.
• No executive Director can be paid as whole or part of his remuneration a $(d)$ commission on or percentage of operating revenue.
• The remuneration of a Director is deemed to accrue from day to day. $(e)$
• This Article 12.7 is subject to Articles 12.8 and 16.2. $(f)$

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12.8 Expenses and extra services

• The Directors are entitled to be paid reasonable travelling, hotel and other $(a)$ expenses incurred by them respectively in or about the performance of their duties as Directors.
• If any of the Directors, being willing, is called on to perform extra services or $(b)$ make any special exertions on behalf of the Company or the business of the Company, the Directors may, subject to the Corporations Law, the Listing Rules and Article 12.7, remunerate such Director in accordance with such services or exertions, and such remuneration may be either in addition to or in substitution for his share in the remuneration provided for by Article 12.7.

12.9 No Share qualification

A Director is not required to hold any Shares.

$13.$ POWERS AND DUTIES OF DIRECTORS

$13.1$ Management of the Company

Subject to the Corporations Law and to any other provision of these Articles, the management of the business and affairs of the Company are vested in the Directors, who may pay all expenses incurred in promoting and forming the Company, and may exercise all such powers of the Company as are not, by the Corporations Law, the Listing Rules or by these Articles, required to be exercised by the Company in general meeting.

13.2 Borrowings

Without limiting the generality of Article 13.1, the Directors may at any time:

• exercise all powers of the Company to borrow money, to charge any property or $(a)$ 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;
• sell or otherwise dispose of the whole or any part of the assets, undertakings and $(b)$ other properties of the Company or any that may be acquired afterwards on such terms and conditions as they may deem advisable, but:
• the Company must comply with the Listing Rules; $(i)$
• any sale or disposal of the Company's main undertaking can only be $(ii)$ made subject to the prior approval or ratification of the sale or disposal by the Company in general meeting; and
• on the sale or disposition of the Company's main undertaking or on the $(iii)$ liquidation of the Company, no commission or fee will be paid to any Director or Directors or to any liquidator of the Company unless it has been ratified by the Company in general meeting, with prior notification of the amount of such proposed payments having been given to all Shareholders at least 7 days prior to the meeting at which any such payment is to be considered; and
• take any action necessary or desirable to enable the Company to comply with the $(c)$ Listing Rules.

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$13.3$ Attorneys

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

13.4 Cheques, etc.

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

Retirement benefits for Directors 13.5

• The Directors may at any time adopt any scheme or plan which they consider to be $(a)$ in the interests of the Company and which is designed to provide retiring or superannuation benefits for both present and future Directors, and they may from time to time vary any such scheme or plan.
• Any scheme or plan may be effected by agreements entered into by the Company $(b)$ with individual Directors, or by the establishment of a separate trust or fund, or in such other manner as the Directors consider proper. The Directors may attach such terms and conditions to any entitlement under any such scheme or plan as they think fit, including, without limitation, a minimum period of service by a Director before the accrual of any entitlement and the acceptance by the Directors of a prescribed retiring age.
• No such scheme or plan will operate to confer upon any Director or on any of the $(c)$ dependants of any Director any benefits exceeding those contemplated in paragraph (c) of the definition of "exempt benefit" in subsection $237(19)$ of the Corporations Law, except with the approval of the Company in general meeting.

13.6 Securities to Directors

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

PROCEEDINGS OF DIRECTORS 14.

$14.1$ Convening a meeting

• A Director may at any time, and a Secretary must, on the request of a Director, $(a)$ convene a meeting of the Directors.
• Each Director must be given at least 48 hours' notice of every such meeting either $(b)$ by personal telephone contact or in writing or by facsimile transmission by the convenor of the meeting.

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The Directors may, by unanimous resolution, agree to shorter notice. $(c)$

$14.2$ Procedure at meetings

The Directors may meet together for the despatch of business and adjourn and, subject to this Article 14, otherwise regulate the meetings as they think fit.

14.3 Quorum

No business can be transacted at any meeting of Directors unless a quorum is present, comprising 2 Directors present in person or by instantaneous communication device. However, subject to the provisions of sub-section 232A(6) of the Corporations Law, a quorum is not present during the consideration of a matter at a meeting of Directors unless 2 Directors are entitled to vote on a motion in relation to that matter.

14.4 Majority decisions

Questions arising at any meeting of Directors are to be decided by a majority of votes. A resolution passed by a majority of Directors for all purposes is deemed to be a determination of "the Directors".

Casting votes 14.5

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

14.6 Alternate Directors

A Director may appoint any person to be an alternate Director in his place during such period as he thinks fit, and the following provisions apply with respect to any alternate Director:

• he is entitled to notice of meetings of the Directors and, if his appointor Director is $(a)$ not present at such a meeting, he is entitled to attend and vote in the place of the absent Director;
• he may exercise any powers that his appointor Director may exercise, and the $(b)$ exercise of any such power by the alternate Director is deemed to be the exercise of the power by his appoint o Director;
• he is not required to hold any Shares; $(c)$
• his appointment may be terminated at any time by his appointor Director $(d)$ notwithstanding that the period of the appointment of the alternate Director has not expired, and the appointment terminates in any event if his appointor Director vacates office as a Director; and
• the appointment, or the termination of an appointment, of an alternate Director is $(e)$ effected by the Director who made the appointment giving to the Company a written, signed notice of termination.

Continuing Directors may act 14.7

If the office of a Director is vacant, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they

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may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum, or in order to convene a general meeting of the Company.

Chairman $14.8$

• The Directors must elect from among their number a vice-chairman of their $(a)$ meetings and may determine the period for which that person is to hold office.
• The Executive Chairman will if willing, preside as chairman at every Director's $(b)$ meeting. Where a Directors' meeting is held and an Executive Chairman has not been appointed in accordance with Article 16.1 or the Executive Chairman or, in his absence, the vice-chairman is not present within 15 minutes after the time appointed for holding of the meeting or is unwilling to act, the Directors present must elect one of their number to be the acting chairman of the meeting.

Committees 14.9

• The Directors may delegate any of their powers to a committee or committees $(a)$ consisting of such of their number as they think fit.
• A committee to which any powers have been so delegated must exercise the $(b)$ powers delegated in accordance with any directions of the Directors, and a power so exercised is deemed to have been exercised by the Directors.
• The members of such a committee may elect one of their number as chairman of $(c)$ their meetings.
• Questions arising at a meeting of a committee must be determined by a majority of $(d)$ votes of the members present and voting. In the case of an equality of votes, the chairman has a casting vote.

Written resolutions 14.10

• A resolution in writing signed by all the Directors or their respective alternate $(a)$ Directors, for the time being present in Australia, not being less than the number required for a meeting of the Board, (except those Directors (or their alternates) who expressly indicate their abstention in writing to the Company and those who would not be permitted, by virtue of section 232A of the Corporations Law, to vote were the resolution to be put to a meeting of the Directors), is as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held.
• Any such resolution may consist of several documents in like form, each signed by $(b)$ one or more Directors.
• A facsimile transmission or other document produced by mechanical means and $(c)$ bearing the signature of the Director, printed mechanically and with his authority, is deemed to be a document in writing signed by the Director.

Defective appointment 14.11

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

14.12 Directors may hold other offices

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

14.13 Directors may hold Shares, etc.

A Director may be or become a shareholder in or director of or hold any other office or place of profit in or in relation to any other company promoted by the Company or in which the Company may be interested, whether as a vendor, shareholder or otherwise.

14.14 Directors not accountable for benefits

No Director is accountable for any benefits received as the holder of any other office or place of profit in or in relation to the Company or any other company referred to in Article 14.13 or as a shareholder in or director of any such other company.

14.15 Disclosure of interests

No Director will be disqualified by his office from contracting with the Company whether as vendor purchaser or otherwise, nor will any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be avoided or prejudiced on that account, nor will any Director be liable to account to the Company for any profit arising from any such contract or agreement by reason only of such Director holding that office or of the fiduciary relationship thereby established.

However:

• the nature of his interest must be disclosed by him at a meeting of the Directors as $(a)$ soon as practicable after the relevant facts have come to his knowledge; and
• such Director must comply with the requirements of section 232A of the $(b)$ Corporations Law and the Listing Rules.

Subject to the requirements of section 232A of the Corporations Law, a general notice that a Director is a member of or otherwise interested in any specific firm or company and is to be regarded as interested in all transactions with that firm or company will be a sufficient disclosure under this Article 14.15 as regards such Director and the said transactions, and after such general notice it will not be necessary for such Director to give a special notice relating to any particular transaction with that firm or company. Disclosure pursuant to this Article 14.15 constitutes sufficient disclosure of interest by a Director in all circumstances notwithstanding any rule of the general law to the contrary, and nothing in this Article is to be read or construed so as to place a greater duty of disclosure on a Director than that required by section 232A of the Corporations Law.

14.16 Related Body Corporate contracts

A Director is not deemed to be interested or to have been at any time interested in any contract or arrangement by reason only that in a case where the contract or arrangement has been or will be made with, for the benefit of, or on behalf of a Related Body Corporate, he is a shareholder in that Related Body Corporate.

14.17 Voting, affixation of seal

A Director may in all respects act as a Director in relation to any contract or arrangement in which he is interested, including, without limiting the generality of the foregoing, in relation 31

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$\ddot{\phantom{a}}$

to the use of the Company's common seal, but he may not vote in relation to any contract or proposed contract or arrangement in which he has directly or indirectly a material personal interest, and in that respect, he must comply with the requirements of section 232A of the Corporations Law.

MEETING BY INSTANTANEOUS COMMUNICATION DEVICE $15.$

15.1 Meetings to be effectual

For the purposes of these Articles, the contemporaneous linking together by instantaneous communication device of a number of consenting Directors, whether or not any one or more of the Directors is out of Australia, is deemed to constitute a meeting of the Directors and all the provisions of these Articles as to the meetings of the Directors will apply to such meetings held by instantaneous communication device so long as the following conditions are met:

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

$152$ Procedure at meetings

A Director may not leave a meeting held under Article 15.1 by disconnecting his instantaneous communication device unless he has previously obtained the express consent of the chairman of the meeting and a Director is conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting by instantaneous communication device unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting under this Article 15.2.

15.3 Minutes

A minute of the proceedings at a meeting held under Article 15.1 is sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman or the person taking the chair at the meeting under Article 15.1.

15.4 Definition

For the purpose of these Articles, "instantaneous communication device" includes telephone, television or any other audio or visual device which permits instantaneous communication.

EXECUTIVE CHAIRMAN/EXECUTIVE DIRECTOR $16.$

Appointment $16.1$

The Directors may from time to time appoint one of their number to the office of $(a)$ executive chairman ("Executive Chairman") of the Company or to any other

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office (except that of auditor) or employment under the Company, either for a fixed term or at will, but not for life and, subject to the terms of any agreement entered into in a particular case, may revoke any such appointment.

• A Director other than an Executive Chairman so appointed is referred to as an $(b)$ executive director ("Executive Director").
• The appointment of an Executive Chairman or Executive Director so appointed $(c)$ automatically terminates if he ceases for any reason to be a Director.

$16.2$ Remuneration

An Executive Chairman or Executive Director will:

• $(a)$ subject to the terms of any agreement entered into in a particular case; and
• $(b)$ Article 12.7.

receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine.

16.3 Powers

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

16.4 Rotation

An Executive Chairman does not retire by rotation in accordance with Article 12.2(a), but Executive Directors do.

$17.$ SECRETARY

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

18. SEALS

18.1 Common Seal

$(a)$ The Directors must provide for the safe custody of the Seal.

$\bar{a}$

• $(b)$ The Seal may only be used by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the Seal.
• Every document to which the Seal is affixed must be signed by the Executive $(c)$ Chairman and countersigned by another Director, (who may be an alternate Director) a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

18.2 Certificate Seal

Subject to section 1088 of the Corporations Law, the Company is authorised to have a duplicate Common Seal, known as the Certificate Seal, which is a facsimile of the Common

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Seal with the addition on its face of the words "Certificate Seal", and the following provisions will apply to its use:

• any certificate for Shares may be issued under the Certificate Seal and if so issued $(a)$ will be deemed to be sealed with the Common Seal;
• subject to the following provisions of this Article 18.2, the signatures required by $(b)$ Article 18.1 on a document to which the Common Seal is affixed may be imposed by some mechanical means;
• $(c)$ subject to the following provisions of this Article 18.2, the Directors may determine the manner in which the Certificate Seal may be affixed to any document and by whom a document to which the Certificate Seal is affixed may be signed, and whether any signature so required on such a document must be actually written on the certificate or whether it may be imposed by some mechanical means;
• the only documents on which the Certificate Seal may be used are Share or stock $(d)$ unit certificates, debentures or certificates of debenture stock, secured or unsecured notes, option certificates and any certificates or other documents evidencing any Share Options or rights to take up any Shares in or debenture stock or debentures or notes of the Company; and
• signatures must not be imposed by mechanical means nor (except when the $(e)$ requirements of Article 18.1(a) as to signatures are complied with) may the Certificate Seal be used on any certificate or other document mentioned in Article 18.2(d) unless such certificate or other document has first been approved for sealing or signature (as the case may be) by the Board or other authorised person or persons.

ACCOUNTS, AUDIT AND RECORDS 19.

19.1 Accounting records to be kept

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

19.2 Signing of accounts

Company accounts and reports must be signed by the Executive Chairman and either another Director (who may be an alternate Director) or Secretary.

19.3 Audit

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

20. MINUTES

20.1 Minutes to be kept

The Directors must cause to be kept, in accordance with section 1306 of the Corporations Law, minutes of all proceedings of general meetings and Directors meetings.

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$20.2$ Signature of minutes

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

20.3 Requirements of the Corporations Law

The Company and the Officers must comply with the requirements of sections 258 and 259 of the Corporations Law.

$21.$ DIVIDENDS AND RESERVES

21.1 Dividends

The Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. Subject to Article 5.5 and subject to the rights of any preference Shareholders and to the rights of the holders of any Shares created or raised under any special arrangement as to dividend, the dividend as declared is payable on all Shares in proportion to the amount of capital for the time being paid (not credited) in respect of such Shares bears to the total amounts paid and payable (excluding amounts credited), unless it was a term of issue of such Shares that they would carry full dividend rights, and such Shares were issued on a pro-rata basis to Shareholders before 1 July 1996 in accordance with the Listing Rules.

21.2 Interim dividend

The Directors may from time to time pay to the Shareholders such interim dividends as they may determine.

21.3 Dividends only payable from profits

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

21.4 No interest

No dividend carries interest as against the Company.

21.5 Reserves

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

21.6 Alternative method of payment of dividend

When declaring any dividend, the Directors may:

$(a)$ direct payment to be made wholly or in part by the distribution of specific assets or documents of title (including, without limitation, paid-up Shares, debentures or debenture stock of this or any other company, gold, gold or mint certificates or receipts and like documents) or in any one or more of such ways, and where any difficulty arises with regard to the distribution the Directors may settle it as they think expedient and in particular may fix the value for distribution of such specific assets or any part of them and may determine that cash payments will be made to any Shareholders upon the basis of the value so fixed in order to adjust the rights

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of all parties and may vest any such specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the Directors; or

direct that such dividend be payable to particular Shareholders wholly or partly out $(b)$ of any particular fund or reserve or out of profits derived from any particular source and to the remaining Shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source and may so direct notwithstanding that by so doing the dividend will form part of the assessable income for taxation purposes of some Shareholders and will not form part of the assessable income of others.

Payment of dividends 21.7

All dividends must be dispatched simultaneously to the Shareholders entitled to the dividend.

Unclaimed dividends 21.8

Except as otherwise provided by statute, all dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

Power to retain dividends on which there is a lien 21.9

The Directors may retain the whole or part of any dividend on which the Company has a lien, and may apply that sum in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

Retention of dividends on death, bankruptcy or incapacity 21.10

The Directors may retain the dividends payable on Shares in respect of which under Article 8.3 any person is entitled to become a Shareholder, or which any person under that Article is entitled to transfer until that person becomes a Shareholder in respect of those Shares or duly transfers the Shares.

CAPITALISATION OF PROFITS $22.$

22.1 Capitalisation

Subject to the Listing Rules, the Directors may from time to time determine to capitalise any amount, being the whole or a part of the 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 Shareholders, and that that amount be applied, in any of the ways mentioned in Article 22.2 for the benefit of Shareholders in the proportions to which those Shareholders would have been entitled in a distribution of that amount by way of dividend.

Application of capitalised amounts 22.2

The ways in which an amount may be applied for the benefit of Shareholders under Article 22.1 are:

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

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$22.3$ Procedures

The Directors will do all things necessary to give effect to the resolution referred to in Article 22.1 and, in particular, to the extent necessary to adjust the rights of the Shareholders among themselves, may:

• make cash payments in cases where Shares or debentures could only be issued in $(a)$ fractions; and
• authorise any person to make, on behalf of all the Shareholders entitled to any $(b)$ further Shares or debentures upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further Shares or debentures or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised;

and any agreement made under an authority referred to in paragraph (b) is effective and binding on all the Shareholders concerned.

23. BONUS SHARE PLAN

Authorisation of Bonus Share Plan 23.1

The Company may, by ordinary resolution in general meeting, authorise the Directors to implement a Bonus Share Plan on such terms and conditions as are referred to in such resolution and which plan provides for any dividend which the Directors may declare from time to time under Article 21, less any amount which the Company may either pursuant to these Articles or any law be entitled or obliged to retain, not to be payable on Shares which are participating Shares in the Bonus Share Plan but for those Shares to carry instead an entitlement to receive an allotment of additional fully paid ordinary Shares to be issued as bonus Shares.

23.2 Amendment and revocation

Any resolution passed by the Company in general meeting pursuant to Article 23.1 may, at any time, be amended or revoked by the Company by ordinary resolution in general meeting.

DIVIDEND REINVESTMENT PLAN 24.

Authorisation of Dividend Reinvestment Plan 24.1

The Company may, by ordinary resolution in general meeting, authorise the Directors to implement a Dividend Reinvestment Plan on such terms and conditions as are referred to in such resolution and which plan provides for any dividend which the Directors may declare from time to time under Article 21 and payable on Shares which are participating Shares in the Dividend Reinvestment Plan, less any amount which the Company may either pursuant to these Articles or any law be entitled or obliged to retain, to be applied by the Company to the payment of the subscription price of ordinary fully paid Shares.

$24.2$ Amendment and revocation

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

NOTICES $25.$

$25.1$ Service

A notice may be given by the Company to any Shareholder either by serving it on him personally or by sending it by post to him at his address as shown in the Register of Shareholders or the address supplied by him to the Company for the giving of notices to him. Notices to Shareholders whose registered address is outside Australia must be sent by air or fax or in any other way that ensures they will be received quickly.

25.2 Service by post

Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected, in the case of a notice of a meeting, on the date after the date of its posting and, in any other case, at the time at which the letter would be delivered in the ordinary course of post.

25.3 Notice to joint holders

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

Notices to personal representatives and others 25.4

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

$25.5$ Persons entitled to notice

Notice of every general meeting must be given to:-

• every Shareholder; $(a)$
• every person entitled to a Share in consequence of the death or bankruptcy of a $(b)$ Shareholder who, but for his death or bankruptcy, would be entitled to receive notice of the meeting;
• $(c)$ every Director and alternate Director;
• the auditor for the time being of the Company; and $(d)$
• ASX, if the Company has issued and there are current any Listed Securities. $(e)$

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

25.6 Change of address

The Company will acknowledge receipt of all notifications of change of address by holders of Shares.

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25.7 Incorrect address

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

WINDING UP 26.

26.1 Distribution in kind

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

26.2 Trust for Shareholders

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

$26.3$ Distribution to be in proportion with nominal share capital paid up

If the Company is wound up and there remains a surplus, that surplus will be divided amongst the Shareholders in proportion to the nominal share capital paid up on their Shares, regardless of whether the liquidator exercises the power under Article 26.1.

26.4 Special rights prevail

Articles 26.1 and 26.3 are without prejudice to the rights of holders of Shares issued on special terms and conditions.

27. INDEMNITIES AND INSURANCE

$27.1$ Indemnity against liability

The Company:

• hereby indemnifies and agrees to keep indemnified every director, principal $(a)$ executive officer or secretary of the Company;
• may, by deed, indemnify or agree to indemnify an officer (other than a director, $(b)$ principal executive officer or secretary) of the Company,

against a liability to another person, other than the Company or a related body corporate of the Company, provided that:

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• the provisions of the Corporations Law (including, but not limited to, Part 3.2A) $(c)$ are complied with in relation to the giving of the indemnity; and
• the liability does not arise in respect of conduct involving a lack of good faith on $(d)$ the part of the officer.

$27.2$ Indemnity for costs and expenses

The Company:

• hereby indemnifies and agrees to keep indemnified every director, principal $(a)$ executive officer and secretary of the Company; and
• may, by deed, indemnify or agree to indemnify an officer of the Company (other $(b)$ than a director, principal executive officer or secretary);

out of the property of the Company in relation to the period during which that officer held such office against a liability for costs and expenses incurred by that officer in that capacity:

• in defending proceedings, whether civil or criminal, in which: $(c)$
• judgment is given in favour of that officer; or $(i)$
• $(ii)$ that officer is acquitted; or
• in connection with an application in relation to any proceedings referred to in $(d)$ Article 27.2(c) in which relief is granted to that officer by the Court under the Corporations Law.

27.3 Insurance premium

The Company or a Related Body Corporate of the Company may pay, or agree to pay, a premium under a contract insuring an officer in relation to the period during which that officer held that office, including in respect of a liability for costs and expenses incurred by a person in defending civil or criminal proceedings whether or not the officer has successfully defended himself or herself in such proceedings, provided that:

• the provisions of the Corporations Law (including, but not limited to, Part 3.2A) $(a)$ are complied with in relation to the payment of the premium; and
• the liability does not arise out of conduct involving a wilful breach of duty to the $(b)$ Company or a contravention of sections 232(5) or $(6)$ of the Corporations Law.

$274$ Directors' report

Subject to any exception provided for in the Corporations Law, full particulars of the Company's indemnities and insurance premiums in relation to the officers must be included each year in the Directors' report.

27.5 Definition

For the purposes of this Article 27, "officer" means:

a director, secretary or executive officer of the Company, whether past, present or $(a)$ future by whatever name called and whether or not validly appointed to occupy or duly authorised to act in such a position; and

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$(b)$ any person who by virtue of any applicable legislation or law is deemed to be a director or officer of the Company, including without limitation, the persons defined as an officer of a company by section $241(4)$ of the Corporations Law.

Nothing in this Article 27 precludes the Company from indemnifying employees (other than officers) and consultants or sub-contractors where the Directors consider it is necessary or appropriate in the exercise of their powers to manage the Company.

28. OVERSEAS SHAREHOLDERS

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

29. CONSISTENCY WITH LISTING RULES

If the Company has been admitted to the official list of ASX and while the Company remains on the official list of ASX:

• notwithstanding anything contained in these Articles, if the Listing Rules prohibit $(a)$ an act being done, the act must not be done;
• $(b)$ nothing contained in these Articles prevents an act being done that the Listing Rules require to be done;
• if the Listing Rules require an act to be done or not to be done, authority is given $(c)$ for that act to be done or not to be done (as the case may be);
• $(d)$ if the Listing Rules require these Articles to contain a provision and they do not contain such a provision, the Articles are deemed to contain that provision;
• $(e)$ if the Listing Rules require these Articles not to contain a provision and they contain such a provision, the Articles are deemed not to contain that provision; and
• if any provision of these Articles is or becomes inconsistent with the Listing Rules, $(f)$ the Articles are deemed not to contain that provision to the extent of the inconsistency.

30. CONSISTENCY WITH PART 3.2A CORPORATIONS LAW

$30.1$ Compliance

Notwithstanding any other provision to the contrary contained in these Articles:

• the Company must not give a financial benefit to a related party except as $(a)$ permitted by Division 4 or Division 5 of Part 3.2A of the Corporations Law;
• $(b)$ all notices convening general meetings for the purposes of Section 243Q and/or Section 243R of the Corporations Law must comply with the requirements of Section 243X of the Corporations Law;
• all meetings convened pursuant to Section 243X must be held in accordance with $(c)$ the requirements of Section 243ZB of the Corporations Law; and
• no holder of Shares or person on their behalf will be entitled to vote or vote on a $(d)$ proposed resolution under Division 5 of Part 3.2A of the Corporations Law if that

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holder of Shares is a related party of the public company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.

$30.2$ Definitions

For the purposes of this Article 30, the terms:

• "financial benefit" and "related party" have the meanings given or indicated by $(a)$ Divisions 1 and 2 of Part 3.2A of the Corporations Law"; and
• "associate" has the meaning given to it in Division 2 of Part 1.2 of the $(b)$ Corporations Law.

INSPECTION AND SECRECY 31.

No right to inspect $31.1$

No Shareholder is entitled to inspect, or otherwise require discovery of, any information concerning the affairs of the Company except as may be permitted:

• under the Corporations Law; or $(a)$
• by the Directors. $(b)$

$31.2$ Secrecy

Each and every Officer must:

• keep strictly secret all transactions and affairs of, the accounts of and all $(a)$ information concerning the Company; and
• if required by the Directors, sign a statutory declaration acknowledging the $(b)$ obligation of secrecy and undertaking not to disclose any such information to any person, except:
• as required by law or the Listing Rules; or $(i)$
• as required by the Directors, $(ii)$

in the proper course and performance of his duties.

$\ddot{\phantom{a}}$

42

$\overline{a}$

SIGNED by ANDREJ KAZIMIERZ KARPINSKI in the presence of: )	(Signature)
----------------------- (Signature of Witness)
. (Name of Witness in full)
SIGNED by GERARD ANDERSON in the presence ) of:	(Signature)
. (Signature of Witness)
(Name of Witness in full)
SIGNED by KRYSTYNA JOZEFA RYBCZYNSKA) in the presence of:	(Signature)
----------------------- (Signature of Witness)
--------------------- (Name of Witness in full)

$\label{eq:2.1} \mathcal{L}(\mathbf{r}) = \mathcal{L}(\mathbf{r}) = \mathcal{L}(\mathbf{r}) = \mathcal{L}(\mathbf{r}) = \mathcal{L}(\mathbf{r}) = \mathcal{L}(\mathbf{r})$

$\mathcal{A}^{\text{max}}{\text{max}}$ and $\mathcal{A}^{\text{max}}{\text{max}}$

$\overline{\phantom{a}}$

43

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

$\label{eq:1} \mathcal{L}(\mathbf{z},\mathbf{z}) = \mathcal{L}(\mathbf{z}^{\text{max}}) + \mathcal{L}(\mathbf{z}^{\text{max}}) + \mathcal{L}(\mathbf{z}^{\text{max}})$

SIGNED by MICHAEL GANON in the presence of:	(Signature)
(Signature of Witness)
(Name of Witness in full)
SIGNED by IRENEUSZ MROWKA in the presence ) of:	(Signature)

(Signature of Witness)

(Name of Witness in full)

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$\label{eq:3.1} \mathcal{L}(\mathbf{z}) = \mathcal{L}(\mathbf{z}) = \mathcal{L}(\mathbf{z}) = \mathcal{L}(\mathbf{z}) = \mathcal{L}(\mathbf{z}) = \mathcal{L}(\mathbf{z})$

$\sim$

44

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

$\mathcal{L}(\mathbf{r})$ and $\mathcal{L}(\mathbf{r})$ . $\sim 10^6$

CHECKLIST FOR ARTICLES OF ASSOCIATION OF
LIMITED LIABILITY COMPANY
(PRECEDENT)

LIST RULE / SCH BUSINESS RULE REFERENCE	INDICATE LOCATION IN CONSTITUTION	DESCRIPTION
1.1 Condition 2, 15.11, & Appendix 15A	29 (includes Appendix 15A provisions)	Constitution to be consistent with the Listing Rules.
2.1 Condition 1, 2.5 Condition 1, & 6.1	2 & 11.8	Requirements of securities to be quoted.
2.1 Condition 3	7.2 & 7.3	Satisfaction of requirements for securities to be CHESS approved.
3.13	10.2, 10.3, 12.4 & 25.5(e)	Information to be given to ASX regarding meetings.
3.17, 15.2.1, & 15.2.2	25.5	Copies of all documents sent to security holders to be lodged with ASX.
3.19		Disclosure regarding specified ownership limits.
6.2	2.1	Entity to have only one class of ordinary securities.
6.3	2.5(b)	Rights of preference security holders regarding voting.
6.5	2.5(c)	Rights of preference security holders regarding dividends.
6.6	2.5(c)	Rights of preference security holders regarding returns of capital.
6.7	2.5(b)	Rights of preference security holders regarding notices, reports, accounts and meetings.
6.8	11.8(b)	Voting rights - on a show of hands.
6.9	11.8(c)	Voting rights - on a poll.
6.10	11.8	Removal or change to voting and dividend rights of security holders.
6.10, 6.12 & SCHBR 8.13	$11.3 & 3.13 - 3.15$	Restricted use of divestment and disenfranchisement provisions in CHESS Holdings - Constitutions. requirements Notices for оf Divestment.
6.11	21.1	No right (except for NL company) to participate in profits where capital paid in advance - Dividend on partly paid securities.

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$\langle\alpha\rangle$ , $\langle\alpha\rangle$

$\label{eq:2.1} \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \right) \right) \left( \frac{1}{2} \left( \frac{1}{2} \right) \right) \left( \frac{1}{2} \left( \frac{1}{2} \right) \right)$

$\frac{1}{\sqrt{2}}$

$\mathbf i$

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

LIST RULE / SCH BUSINESS RULE REFERENCE	INDICATE LOCATION IN CONSTITUTION	DESCRIPTION
6.13 & SCHBR 11.1	4.1 & 4.2	and dividends Lien shares on calls unpaid and restricted to instalments, amounts owed under employee incentive schemes, and amounts payable by law. Holding Lock - liens.
6.24, Appendix 6A, & SCHBR 13.7	2.8	dividends Timetables and $\sim$ deht interest distributions. on securities, calls, expiry of options, expiry of convertible debt securities.
Appendix 6A para 4.1		Requirements of call notices for NL companies.
Appendix 6A para 5.1	5.1	Requirements of call notices for other than NL companies.
7.1	2.2 & 2.3	Issue of securities (10 per cent rule).
7.10	2.8	interference with No issue of securities.
7.24	9.1(c)	Reorganisation of issued capital - partly paid shares.
7.26	9.1	Cancellation of forfeited partly paid shares by limited liability company.
7.27	9.1	Use of share premium account.
7.29	9.3	On-market buy-backs.
7.40, Appendix 7A, & SCHBR 13.7	9	Timetables - bonus issues, entitlement issues, reorganisation of capital, return of capital.
8.1 & SCHBR 1.5	7.13	Compliance with SCH Business Rules.
8.3	7.14	CHESS approved securities - Issuer Sponsored Subregister.
8.4.1	9.1	Reorganisation of capital - rejection of transfers if received with old certificate.
8.5, 8.6, 8.7 & 8.14	2.8	Statement requirements for holders on Issuer Sponsored Subregister.
8.8 & SCHBR 8.6.2	2.8(c)	Issue of replacement certificates. recognise Broker's Issuer to cancellation of certificates.

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$\mathcal{L}{\text{max}}$ , and $\mathcal{L}{\text{max}}$ , and $\mathcal{L}_{\text{max}}$

$\label{eq:1.1} \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{1}{|x|^{2}}\leq \frac{$

$\frac{1}{2}$

$\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$ and $\mathcal{L}{\text{max}}$

$\rm ii$

$\bullet$ , $\bullet$ , $\bullet$

LIST RULE/SCH BUSINESS RULE REFERENCE	INDICATE LOCATION IN CONSTITUTION	DESCRIPTION
8.10 & SCHBR 8.9	7.1	No interference with registration of paper-based transfers or generation of proper SCH transfers.
8.11	7.1	Prohibition on use of pre-registration statutory declarations.
8.12	7.1	Reservation of securities for takeover offeror.
8.13	7.13 & 7.14	Transfer processing Issuer $\overline{\phantom{a}}$ Sponsored Subregister.
8.14	7.4(c)	Registration of transfers and issue of certificates etc. without charge.
8.17	7.7	Registry offices to remain open.
8.21, Appendix 8A, $\&$ SCHBR 13.7	2.8 & 7	Time limits - dispatch of certificates, mark transfer forms, conversions between subregisters.
Appendix 8A	7.13 & 7.14	CHESS approved securities Conversion from Certificated to Issuer Sponsored Subregister.
10.11	2.2 & 2.3	Participation of related parties in new issues.
10.17	12.7 and 12.8	Payments to directors. Increase of fees subject to approval. Notice requirements.
10.18 & 10.19		Service agreements.
11.2	13.2(b)(ii)	undertaking Disposal of main requires approval of holders of ordinary securities.
14.2	11.8	Requirements for proxy forms.
14.3	12.4	Time for acceptance of nominations for election of directors.
14.4	$12.3 - 12.5$	Limit on directors holding office including those appointed to fill vacancy and casual executive chairmen where more than one.
14.5	12.3 & 12.4	Election of directors each year.
14.10	14.5	No casting vote by chairman where only 2 directors present are entitled to vote.
15.10	25.1	Documents for overseas security holders to be sent by air or fax.

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$\alpha_{\rm{max}}$ , $\beta_{\rm{max}}$

$\mathbf{a}^{(i)}$ and $\mathbf{a}^{(i)}$ and $\mathbf{a}^{(i)}$

$\ddot{\phantom{a}}$

$\dddot{\mathbf{m}}$

$\frac{1}{2}$

LIST RULE / SCH BUSINESS RULE REFERENCE	INDICATE LOCATION IN CONSTITUTION	DESCRIPTION
15.12.1	2.11	Prohibition on disposal of restricted securities during escrow period.
15.12.2	2.11(a)	Entity must refuse to acknowledge a disposal of restricted securities in escrow period.
15.12.3	2.11(b)	Dividend and voting rights to cease where breach of Listing Rules or restriction agreement.
15.13 & SCHBR 8.13	$3.3, 3.13 - 3.15$	Restriction on provision for sale of security holdings of less than a marketable parcel. Requirements for Notices of Divestment.
15.15		Foreign companies - prohibition on sanctions or penalties to enforce provisions relating to takeover offers or substantial shareholdings.
SCHBR definitions of "Record Date" and "End of Day"	7.13	Record date.
SCHBR 5.1.2	7.14	CHESS Subregister forms part of principal register.
SCHBR 5.6	2.8	CHESS holdings - maximum 3 joint holders.
SCHBR 5.7	3.3 & 7.1	Restricted ability to establish holdings of less than a marketable parcel.
SCHBR 5.8	2.7	Recognition of equitable interests.
SCHBR 5.10	7.4 & 7.13	Registration date.
SCHBR's 5.11 & 8.3	7.7	Subregisters to remain open.
SCHBR's 6.5.4 & 6.6.4		Certain Documents to be received by Issuers.
SCHBR 8.17	2.8	Non-issue of certificates.
SCHBR 8.18	2.8	Numbering of certificates.
SCHBR 13.5		Nil Paid Rights Record.
SCHBR 16.6		Completion of Takeover Transfers.

$\label{eq:2.1} \frac{d\mathbf{r}}{dt} = \frac{1}{2} \left( \frac{d\mathbf{r}}{dt} + \frac{d\mathbf{r}}{dt} \right)$

$\bar{a}$

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$\tilde{G}^{(n)}{\alpha\beta}$ and $\tilde{G}^{(n)}{\alpha\beta}$ and $\tilde{G}^{(n)}{\alpha\beta}$ and $\tilde{G}^{(n)}{\alpha\beta}$

$\mathbf{i}\mathbf{v}$

$\sim$

$\sim$ $\sim$

$\hat{\mathcal{A}}$

$\mathcal{A}(\mathbf{r})$ and $\mathcal{A}(\mathbf{r})$ and $\mathcal{A}(\mathbf{r})$

$\hat{\mathcal{A}}$