NOUMI LIMITED — Proxy Solicitation & Information Statement 2009

Apr 26, 2009

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NOTICE OF MEETING

Shareholders are advised that the Extraordinary General Meeting of Freedom Nutritional Products Limited ABN 41 002 814 235 (the “Company”) will be held at the offices of 80 Box Road Taren Point, NSW, 2229 on Thursday 28 May 2009 at 11.30 am.

Notice of Meeting Freedom Nutritional Products Limited ABN 41 002 814 235

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY MEETING of Freedom Nutritional Products Limited (the “Company”) will be held at the offices of Freedom Nutritional Products, 80 Box Road Taren Point, NSW, 2229 on Thursday 28 May 2009 at 11.30 am.

1. Special Resolution

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

“That the Company’s current Memorandum of Association be repealed and the Company’s Articles of Association be renamed as the Constitution of the Company and be amended in the manner described in the Explanatory Statement that accompanies the Notice convening this meeting”.

2. General

To transact any business which may be lawfully brought forward.

By order of the Board

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Mark Gilio, Company Secretary, 27 April 2009.

PROXIES

Please note that:

• 1) A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where two proxies are appointed, each shall be entitled to cast that number of votes (disregarding fractions) which bears the same proportion to the total number of votes which the shareholder could exercise if personally present at the meeting as the number of shares specified in the appointment of such proxy bears to the total number of shares held by the shareholder. A proxy need not be a shareholder. If the proxy is a shareholder, that person is only entitled to one vote on a show of hands. If two proxies are appointed neither may vote on a show of hands.

• 2) To be effective, the instrument appointing a proxy must be received by the Secretary not later than 48 hours before the time for holding the meeting.

• 3) Under section 1109N of the Corporations Act 2001, the Board of Directors of the Company, as convenor of this meeting, has determined that all persons holding shares at 7.00 pm Tuesday 26 May 2009 will be taken to be shareholders for the purposes of this meeting.

• 4) The accompanying explanatory statements form part of this notice of meeting.

PROXY FORM Freedom Nutritional Products Limited ABN 41 002 814 235

To be effective this Proxy Form must be lodged at the registered office of Freedom Nutritional Products Limited (the “Company”), 80 Box Road, Taren Point, NSW, 2229 by 11.30 am on 26 May 2009.

Appointment of Proxy

I/We …………………………………………………………………………………………..

of ……………………………………………………………………………………………..

being a member of the company hereby appoint:

Proxy 1	(Name or Office held by proxy)
Proxy 2	(Name or Office held by proxy)

• if you are entitled to cast two (2) or more votes, you may appoint two (2) proxies.

or failing him or her or them the chairman of the meeting to vote for me/us and on my/our behalf at the meeting to be held on 28 May, 2009 and at any adjournment thereof in respect of all my/our shares, or where two (2) proxies are appointed, in respect of the following numbers of my/our shares:

	Number of Shares	OR	Percentage of Shares **
Proxy 1		OR
Proxy2		OR

** inset number or percentage, but not both.

Note: where your proxy does not otherwise direct the Chairman shall vote in favour of the Resolution.

Where this Proxy Form is signed under power of attorney he Attorney(s) declare(s) that he/she/they have not received any notice of the revocation of such power.

Dated this …………………………………. day of …………………………………2009

Signed: (1)

Signature: ……………………………… Signature: …………..……………………. Name: ………..………………………... Name: ………………………………..….. Capacity: …..…………………………. (2) Capacity: ……………… ……….……….. (1) If joint holders, each must sign. (2) For example: attorney, director, company secretary, authorised officer.

Companies must execute:

• Under seal: or

• by a director and a company secretary signing the Proxy Form; or

• (where it is a proprietary company where the sole director is also the sole company secretary) by that director signing this Proxy Form; or

• by authorised officer or

• by attorney

If signed by an attorney or under another authority, for this proxy to be effective the power of attorney or other authority, if any, under which it is signed or a certified copy of the power of authority must be deposited at 80 Box Road, Taren Point, New South Wales, 2229, or be received by facsimile on facsimile number (02) 9525 5406 by 11.30 am 26 May, 2009.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you appoint the Chairman as your proxy and you do not wish to direct the Chairman on how to vote then please place a mark in

the box. □

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Should you wish to direct your proxy how to vote, please indicate (by inserting X) in the appropriate box against each item, otherwise your proxy may vote as he or she thinks fit or may abstain from voting:

Proxy 1:	For	Against	Abstain
Approval of the Company Constitution	□	□	□
Proxy 2 (if applicable)	For	Against	Abstain
Approval of the Company Constitution	□	□	□

Freedom Nutritional Products Limited ABN 41 002 814 235

Explanatory statement in relation to Extraordinary General Meeting to be held at the offices of Freedom Nutritional Products Limited, 80 Box Road, Taren Point, NSW 2229 on Thursday, 28 May, 2009 at 11.30 am.

Special Resolution

The Company seeks shareholder approval for amendments to the Company’s Memorandum and Articles of Association.

Background to Resolution

Introduction

The Company’s current Memorandum and Articles of Association were last amended in October 1996. Since that time, the Corporations Act 2001 (Cth) has replaced the previous corporations legislation and there have been substantial amendments to both the Corporations Act and the ASX Listing Rules. Due to these changes, many aspects of the Memorandum and Articles of Association are no longer consistent with the Corporations Act and the ASX Listing Rules. There have also been substantial developments in corporate governance principles and general corporate practice since October 1996 which should be usefully reflected in an updated Constitution which aligns the Company with the practice of other Australian listed companies.

For these reasons, the Directors propose that the Memorandum and Articles of Association be replaced with a single Constitution on substantially the same terms but amended to take account of the changes referred to above. This will occur by repealing the Memorandum of Association and renaming the Articles of Association as the Constitution. A full copy of the proposed Constitution marked up to show the changes from the existing Memorandum and Articles of Association is available on the Company website at http://www.fnpl.com.au. A copy of the proposed Constitution will also be available for inspection at the meeting.

The principal changes that are being proposed are set out below.

1 Shares

• 1.1 Increased flexibility for the issue of new shares, including preference shares

In line with common corporate practice it is proposed that Articles 2(2) to 2(3) be replaced with more flexible rules regarding the issue of shares, including preference shares. These changes are proposed to include more flexible rules to facilitate corporate restructuring and capital management in line with general market practice.

Specifically, the proposed changes will confer a discretion on the Directors to do the following:

• (a) allot, issue or dispose of shares to any persons;

• (b) give any person a right or option over any shares; and

• (c) issue shares with preferential, deferred or special rights privileges or conditions,

and remove the existing restrictions on any issue of new shares that:

• require the approval of shareholders in general meeting for an allotment of new shares that would pass a controlling interest in the Company;

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• prohibit a director from participating in an issue of shares or options to employees unless shareholders in general meeting have approved that specific allotment to that director and unless the director holds an office in an executive capacity; and

• cap the total nominal value of all preference shares that can be issued at the total nominal value of issued ordinary shares.

These restrictions are unusual and impose additional restrictions beyond those that apply to listed companies under the Corporations Act and ASX Listing Rules. It is proposed to delete these rules and rely on the restrictions on issues of securities set out in the Corporations Act and ASX Listing Rules which include restrictions on:

• issues of securities in excess of 15%;

• issues of securities to related parties including directors; and

• persons acquiring more than 19.9% of shares in a company,

subject in each case to specified exemptions.

The removal of the restrictions on issuing shares that would pass a controlling interest will bring the company into line with other listed companies, and, in light of the controlling interest held by the Company’s majority shareholder, is not expected to have a material impact on control of the Company.

• 1.2 Amendments to existing preference share regime

In addition to removing the cap on the total value of preference shares that can be issued by the Company, the proposed changes to the provisions dealing with preference shares will allow the Company to issue preference shares on such terms as the Directors may determine (as set out below) at the time of issue without the need for shareholder approval.

Currently, the only class of preference share that the existing Articles permit the Company to issue are redeemable preference shares, and the Articles prescribe narrow rights for the holders of those redeemable preference shares. These provisions do not allow the Company to issue some of the different types of preference shares that have developed over the years (such as convertible preference shares) without shareholder approval and do not reflect the rights that are now commonly conferred on the holders of preference shares.

The proposed changes will provide preference share holders with the following rights:

• (a) a right to receive a preferential dividend in priority to the payment of any dividend on the ordinary shares as determined by the directors;

• (b) a right to a non-cumulative dividend unless the directors determine the dividend to be cumulative whether or not the preference shares are liable to be redeemed or converted into ordinary shares;

• (c) a right to participate with the ordinary shares in profits and assets of the Company as determined by the directors;

• (d) a right to priority payment in a winding up and on redemption of any accrued but unpaid dividend plus any additional amount specified in the terms;

• (e) a right to participate in a bonus issue or capitalisation of profits in favour of holders of shares as

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determined by the directors; and

• (f) a right to vote in a general meeting only on a proposal relating to a reduction in share capital of the Company, rights attached to shares, winding up of the Company and the disposal of the whole property, business and undertaking of the Company. There is also a right to vote on a resolution to approve the terms of a buy-back arrangement, during a period in which a dividend or part of a dividend on the shares is in arrears, during the winding up of the Company and in circumstances the ASX Listing Rules require or permit.

The proposed changes will provide preference share holders with the same rights as holders of ordinary shares to receive notices, reports and accounts and to attend general meetings of the Company.

These provisions are similar to provisions adopted by a number of listed companies.

The Directors believe that these proposed amendments to the Articles are in the interest of the Company because they will:

• provide the Company with greater flexibility to raise funds from time to time by issuing different classes of shares which may be more cost effective than ordinary shares;

• enable the Company to adapt its capital raising strategies to prevailing market conditions at the relevant time;

• diversify the Company’s potential funding sources; and

• enable the Company to raise capital quickly and efficiently, including by the issue of preference shares, which may be particularly important in volatile markets such as the current market where capital raising opportunities may be time sensitive.

In considering these amendments and their benefit to the Company as outlined above, shareholders should be mindful that if preference shares are issued:

• dividends on the preference shares would be paid in priority to dividends on ordinary shares and if the Company does not pay a dividend on the preference shares, it may be restricted in paying dividends on ordinary shares;

• holders of preference shares would have priority over holders of ordinary shares for a return of capital if the Company is wound up; and

• if issued on terms that permit conversion into ordinary shares, preference shares may convert into ordinary shares in some circumstances and, as a result, may dilute the percentage ownership of the Company held by holders of ordinary shares.

As disclosed at the 2008 Annual General Meeting, the Company intends to undertake an equity raising to support the Company’s project for the development of its factory at Leeton. No decision has yet been made either to proceed with this equity raising or as to the form this equity raising would take.

However, given the current volatility of market conditions, the Company wishes to ensure that it has maximum flexibility to raise capital in the manner determined by the board to be the most cost effective

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and time efficient at the time of any capital raising.

The amendments to the Constitution will give the Company that flexibility in relation to any proposed capital raising, including the ability to issue preference shares on terms to be determined by the directors.

In addition, the Company may in future undertake further equity raisings to fund its business. If the special resolution to amend the Constitution is passed, the Company could issue preference shares on terms determined by the directors as set out above as a means of raising equity capital without further need for shareholder approvals (subject to any requirements under the Corporations Act and ASX Listing Rules).

• 1.3 Power of the Company to compulsorily sell non-marketable parcels

A further proposed amendment relates to the compulsory sale of shares of a holder who has less than a marketable parcel of those shares (currently a “marketable parcel” is defined in the ASX Market Rules as a parcel of securities of not less than $500 value). In proposing this amendment to the Constitution, the Board is conscious of the ongoing administrative costs associated with monitoring a share register that includes large numbers of marketable parcels and of the high exit costs that holders of non-marketable parcels face in the event they wish to sell those holdings.

It is proposed that a new rule 2C be inserted into the Constitution that would:

• allow the Company to sell shares of shareholders who hold less than a marketable parcel once in any 12 month period;

• require the Company to give written notice to a shareholder of the Company’s intention to sell that shareholder’s non-marketable parcel of shares;

• permit the shareholder to retain the non-marketable parcel by giving written notice to the Company of the shareholder’s wish to do so;

• provide that the remedy of any person aggrieved by the compulsory sale of their nonmarketable parcel of shares be limited to damages and be against the Company exclusively; and

• permit the Company to deduct from the proceeds of a sale of a non-marketable parcel of shares all sums of money payable by the former holder to the Company for calls due and payable.

The Company has no current plans to sell non-marketable parcels.

• 1.4 Other amendments to reflect changes to the regulatory framework in relation to shares

Changes to the Corporations Act, ASX Listing Rules and the ASTC Settlement Rules have resulted in the Act governing some issues concerning shares that are currently provided for in the Articles of Association. These provisions in the Articles of Association are no longer needed and it is proposed that they be deleted. The provisions include the following:

• Article 2A, as the Corporations Act and ASX Listing Rules now governs share buy-backs;

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• Article 3, as the Corporations Act permits the Company to pay brokerage and commission;

• Article 4, as the Corporations Act regulates the circumstances in which the Company may provide financial assistance in relation to its shares;

• Articles 46 to 49, which deal with the concept of “stock”, which no longer exists under the Corporations Act; and

• Article 57, as the Corporations Act governs the circumstances in which a company may reduce its share capital.

Changes to the Corporations Act and ASX Listing Rules have also meant that new provisions are necessary in the Articles of Association in order to reflect the state of the current regulatory environment. It is proposed that the following steps be taken for this purpose:

• deletion of various Articles and references to “authorised capital”, “nominal value”, “share premium” and “Associate Directors”, which no longer apply under the Corporations Act (Articles affected by this change include Articles 2(a), 12, 15, 36, 50 to 53 and 117);

• the insertion of a new Article 2A, to clarify how the Company should deal with joint share holders;

• the insertion of a new Article 2B to enable the Company to deal with any restricted securities in accordance with the ASX Listing Rules. (The company currently does not have any restricted securities);

• amendments to Articles 6 and 8 to 9 for consistency with new requirements relating to the issue of share certificates and uncertificated holdings;

• amendment of Articles 26 to 36 to note that the ASX Listing Rules and ASTC Settlement Rules apply to the forfeiture of shares;

• amendment of Articles 24 and 80 to remove the restriction on members’ entitlements to attend and vote at meetings in respect of partly paid shares;

• amendment of Articles 37 to 38D for consistency with the provisions of the Corporations Act, ASX Listing Rules and ASTC Settlement Rules relating to transfers of shares, including by electronic means;

• amendment of Articles 39 to 40 to outline the circumstances in which Directors are entitled to refuse to register a transfer of shares in accordance with the ASX Listing Rules, such as, where the transfer is not in registrable form, where the Company has a lien on any of the shares transferred and where the registration of the transfer may breach Australian law. The amendment of Article 39 will also deal with the need for a written notice of the refusal and the discretion of the Directors; and

• deletion of Articles 60 and 118, as the obligation to maintain registers is now dealt with in the Corporations Act and the ASTC Settlement Rules now provide for the maintenance of subregisters.

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2 Shareholder meetings and voting rights

2.1 Voting rights

It is proposed that the Articles relating to voting of members in the Articles of Association be amended for consistency with the Corporations Act, the ASX Listing Rules and current corporate governance practices by:

• amending Article 79 to clarify that each member who is entitled to vote at a general meeting may vote in person, by a corporate representative, proxy or attorney;

• amending Article 80 to clarify that each member shall have one vote and on a poll every member present shall have one vote for each fully paid share held and, for each partly paid share held, a fraction of one vote that corresponds to the fraction of the subscription price paid on that share, but excluding any payments in advance of a call;

• amending Article 87(a) to clarify the position where more than one proxy is appointed in line with the Corporations Act provisions;

• amending Article 88 to clarify that all proxies must be received 48 hours before the meeting, as required under the Corporations Act;

• amending Article 89 to remove the time limit on the validity of proxies;

• amending Article 90 to enable the Directors to determine the form of proxy, subject to the Corporations Act;

• adding Article 90A to specify how a proxy appointment received at an electronic address will be taken to have been signed or executed; and

• adding Articles 90B and 91 to clarify the circumstances in which a proxy, attorney or representative may vote at a meeting.

2.2 Meetings

It is proposed that the Articles relating to general meetings in the Articles of Association be amended for consistency with the Corporations Act as follows:

• Article 63 will enable a general meeting to be convened by Directors through resolution by the members or by order of a court in accordance with the Corporations Act;

• Article 64(1) will require a meeting to be convened by notice of not less than the period prescribed by the Corporations Act (which is currently 28 days);

• Article 64(1) and 64(3) will require notices to outline any matters that may be required by the Corporations Act and the ASX Listing Rules and include the general nature of business to be considered at the general meeting;

• Article 64(4) will set out the circumstances in which any amendments to a proposed resolution which are set out in the notice calling the meeting can be moved. The Corporations Act provisions in this regard will override any inconsistent provisions in the Constitution;

• Article 64A will grant powers to Directors to postpone, cancel or change the venue for a

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general meeting by notice to ASX, subject to the Corporations Act;

• Articles 64B and 64C will include provisions which deal with the waiver of notice for general meetings and objections to a failure to give notice;

• Article 65 will be deleted as it restricts the class of business for the general meeting;

• Article 66 will clarify that the business of electing the Chairman or adjourning a meeting can be transacted at a general meeting without the requisite quorum present at the commencement of that business;

• Article 70 will clarify that decisions at a meeting are to be made by simple majority unless a special majority is required;

• Article 70A will set out who can call for a poll for consistency with the Corporations Act and common practice, including the need for five members to be present and entitled to vote and a representation of at least 5% of the votes that may be cast on the resolution to be present in order for a poll to be demanded at a general meeting;

• Article 73 will be amended to clarify that a poll cannot be demanded on the election of the Chairman; and

• Article 78 in relation to members’ resolutions in writing will be deleted as this is no longer authorised by the Corporations Act.

3 Directors

• 3.1 Clarification of the powers and role of Directors

In line with current market practice, it is proposed that Article 102, which confers powers on Directors to manage the business of the Company, be simplified so that it is clear that the business of the Company shall be managed by the Directors, who are entitled to exercise all powers of the Company that are not required to be exercised by the Company in general meeting by the Constitution or the Corporations Act.

In particular, it is recommended that the restriction on the power of the Directors to sell or dispose of the Company’s main undertaking be deleted. This restriction goes significantly beyond what is common practice and the sale of a company’s main undertaking and acquisition and disposal of substantial assets by related parties of a listed Company is covered by Chapters 10 and 11 of the ASX Listing Rules.

There is no current intention to deal with the main undertaking of the Company.

• 3.2 Directors’ powers to declare dividends

It is proposed that Articles 121 to 132 be amended in line with general corporate practice:

• to enable Directors to pay any interim, special or final dividends as the financial position of the Company justifies;

• to provide that the payment of a dividend does not require confirmation from the general

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meeting; and

• to provide that the Directors may pay any dividend needed to be paid under the terms of issue of a share and that interest is not be payable by the Company on any dividend.

It is also proposed that Article 125 be amended to provide that every dividend shall be apportioned and paid equally on each share except in the case of each partly paid share on which dividends shall be paid proportionately to the amounts paid on that share relative to the issue price.

3.3 Reserves

Related to the Directors’ powers in relation to dividends is their discretion in relation to reserves. It is proposed that Articles 133 be deleted and 134 be amended to:

• allow capitalisation of profits generally at the board’s discretion rather than requiring the approval of the general meeting; and

• delete provisions relating to asset revaluations, which are regulated by applicable accounting standards;

• apply capitalised amounts when paying up in full any unissued shares or securities or paying up any amounts unpaid on shares or other securities;

• confer a discretion on the Directors to set aside profits of the Company as reserves or provisions for any purpose;

• allow the Directors to appropriate to the profits of the Company any amount previously set aside as a reserve or provision;

• enable the Directors to carry forward as much of the profits remaining as they consider ought not to be distributed as dividends or capitalised without transferring those profits to a reserve or provision; and

• enable the Directors to implement a dividend reinvestment plan under which the whole or any part of a dividend due to certain members may be applied in subscribing for securities of the Company or of a related body corporate.

These changes provide more flexibility and are in line with common practice.

• 3.4 Directors’ and officers’ right of indemnity

The current Articles 144 and 145 impose an obligation on the Company to indemnify its officers against liabilities incurred in the course of performing their duties, making it is less extensive than the indemnity clauses that are now customary.

It is therefore proposed that these provisions should be expanded in line with the Corporations Act to:

• provide that the indemnity applies to all losses and liabilities incurred by an officer or auditor in that capacity, including liability for negligence, to the extent permitted by law;

• provide that the indemnity continues to apply to officers and auditors after they have ceased to

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hold office; and

• authorise the Company to take out insurance in respect of the indemnity.

Article 59(c), which these amendments make redundant, should be deleted.

3.5 Qualification for office

The current Articles that deal with the factors that qualify a person to stand for office as a Director are narrowly drafted, and do not adequately address the requirements of the ASX Listing Rules. The following changes are proposed:

• amend Article 93(2) to remove the $1,000 share qualification requirement for Directors;

• amend Article 93 to reflect the ASX Listing Rule requirements regarding rotation of Directors;

• add Article 93(3) to 93(4) to widen the class of persons who can stand for election to a person who is a Director retiring and standing for re-election, has been nominated by the Directors for election, is a member who nominates themselves as a candidate for election and has met notice requirements or is nominated by a member by the members serving on the Company a notice of nomination; and

• amend Article 95 to provide that a Director’s office can be vacated where a Director has repeatedly failed to attend meetings of the board.

• 3.6 Related party transactions and interested directors

The current provisions in relation to transactions of the Company that are related party transactions or in which a Director is otherwise interested are much more restrictive than is usual and extend beyond the Corporations Act requirements in relation to these issues. It is proposed to amend the Articles to bring them into line with the Corporations Act and general practice by:

• amending Article 97(2) to enable a Director who is interested in a matter that is considered at a meeting of the Directors to vote, be present and counted in a quorum at the meeting, unless that is prohibited by the Corporations Act. Section 195 of the Corporations Act prohibits a director of a public company who has a material personal interest in a matter that is being considered at a directors’ meeting from being present or voting unless the other directors resolve that the interested director should not be disqualified in the circumstances, where ASIC has approved the director’s participation or where the director’s interest is not one that requires disclosure under the Corporations Act. The proposed amendments also add that no transaction, agreement, instrument or resolution is invalid or voidable only because a Director fails to comply with that prohibition. A Director’s interest in a transaction of the Company is a matter for the board, which can determine whether an individual interest is such as should disqualify a Director from voting;

• deleting the existing Article 96 which requires disclosure of certain interests of Directors, and instead relying on the provisions of the Corporations Act which require Directors to disclose material personal interests in matters relating to the affairs of the Company, subject to certain exceptions such as an interest that arises because the Director is a member of the Company and is held in common with other members, an interest that arises in relation to the Director’s remuneration as a Director or an interest that the Director has already disclosed. These

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provisions apply in addition to any general law duties to avoid a conflict of interest;

• amending Article 96 which allows Directors to make regulations requiring the disclosure of interests that a Director, and any person deemed by the Directors to be related or associated with the Director, may have in any matter concerning the Company; and

• amending Article 98 to delete the requirement to prepare a note of material contracts in which a Director has a material interest as disclosure of relevant related party transactions is addressed in the Company’s accounts in accordance with the Corporations Act and applicable accounting standards. The existing requirements are do not reflect common practice.

3.7 Directors’ remuneration

The provisions regarding the remuneration of directors have been updated for consistency with general corporate practice by:

• amending Article 94(1) to clarify that only the non-executive Directors will be paid out of the remuneration fixed by the shareholders in general meeting. There is no current proposal to increase the fees payable to non-executive Directors. The rule also enables the remuneration of Directors to be a salary or a fixed sum and provides that the remuneration payable to nonexecutive Directors must not include a commission, a percentage of profits or operating revenue. This proposal is made to provide more flexibility and is consistent with general market practice;

• adding Article 94(4) to clarify that Directors may be paid special remuneration for extra services;

• adding Article 94(7) to clarify that mandatory superannuation payments and insurance premiums are payable in addition to the fixed sum; and

• amending Article 100 to clarify that the Directors have discretion to fix the remuneration of a Managing Director and of any other executive Director, consistently with other listed companies.

• 3.8 Amendments to provisions relating to board meetings

These provisions regarding board meetings have been:

• updated for consistency with general corporate practice by amending Articles 108(2) and 115 to provide that notice of meetings is not required to be given to Directors on a leave of absence approved by the board rather that Directors not present in Australia. To ensure the board is not unduly inconvenienced and prevented from making decisions it is appropriate that Directors on an approved leave of absence not be required to receive notice or otherwise participate in decision making during the approved leave period; and

• otherwise altered to restore equality to the voting rights of directors by amending Articles 108(1) and 109 to reflect that the Chairman will not have a casting vote in the case of an equality of votes at a meeting of the board.

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4 Winding Up

The provision of the Articles of Association that address a winding up of the Company include certain outdated concepts and provisions that should be removed. It is proposed that:

• Article 141, which deals with the now outdated concepts repayment of paid up capital, should be amended to delete references to this concept and provide that, subject to the rights and restrictions attached to any class of shares, a surplus in winding up be distributed pro-rata among the members;

• Article 142 be amended to clarify that the powers of the liquidator to effect an in specie distribution are subject to the provisions of the Corporations Act;

• Article 143A, which deals with matters now dealt with in the Corporations Act, be deleted; and

• Article 143, which restricts the payment of a commission or fee to a liquidator in the event of a voluntary winding up, be deleted as this restriction would not be acceptable to a liquidator.

5 Miscellaneous

The Articles have also been updated by:

• amending article 1(1) to reflect changes in terminology in the Corporations Act, the ASX Listing Rules and making consequential changes throughout the document to reflect the amendments made to the defined terms in article 1(1);

• amending article 1(1) to include new defined terms where required in connection with substantive amendments made to the Articles;

• deleting Article 120 as the Corporations Act no longer requires that the Company have a seal;

• deleting Articles 135 to 136, which deal with the preparation of accounts. These Articles are no longer necessary as the Corporations Act sets out a public company’s financial reporting obligations and obligations to make records available for inspection by members.

• amending the notices provisions in Articles 137 to 139 to allow notices to be given by fax, email and other electronic means and provide for notices to be deemed to be received on the first business day after posting;

• deleting Article 140 on the giving of notices, as notices are to be given as required by law; and

• adding Article 148 to clarify that the Constitution is to be interpreted subject to the Corporations Act, the ASX Listing Rules and the ASTC Settlement Rules.

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