OLDFIELDS HOLDINGS LIMITED — Governance Information 2011

Nov 22, 2011

CONSTITUTION

OLDFIELDS HOLDINGS LIMITED ACN 000 307 988

( Public company limited by shares)

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9. DISTRIBUTION OF PROFITS

9.1 Dividends

• (a) The directors may pay any interim and final dividends as, in their judgement, the financial position justifies , from any available source permitted by law.

• (b) The directors may pay any dividend required to be paid under the terms of issue of a share

• (c) The payment of a dividend does not require confirmation by a general meeting.

• (d) Subject to any rights or restrictions attached to a share or class of shares:

• (i) All dividends in respect of shares must be paid in the proportion which the amount paid ( not credited) is of the total amounts paid and payable (excluding amounts credited ) on the shares,

• (ii) All dividends must be apportioned and paid proportionately to the amount paid during any portion or portions of the period in respect of which the dividend is paid;

• (iii) For the purposes of paragraphs (d) (i) and (ii), an amount paid on a share in advance of a call is to be ignored; and

• (iv) Interest is not payable by the company in respect of any dividend.

• (e) Subject to the SCH Business Rules, the directors may fix a record date in respect of a dividend, with or without suspending the registration of transfers from that date under rule 4.3.

• (f) Subject to the SCH Business Rules, a dividend in respect of a share must be paid to the person who is registered, or entitled under rule 4.1 (g) to be registered, as the holder of the share :

• (i) Where the directors have fixed a record date in respect of the dividend, on that date;

Or

• (ii) Where the directors have not fixed a record date in respect of that dividend, on the date the dividend is paid,