PEET LIMITED — Governance Information 2004

Aug 1, 2004

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Constitution

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Peet & Company Limited ABN 56 008 665 834

Freehills

QV.1 Building 250 St Georges Terrace Perth Western Australia 6000 Australia Telephone +61 8 9211 7777 Facsimile +61 8 9211 7878 www.freehills.com DX 104 Perth

SYDNEY MELBOURNE PERTH BRISBANE HANOI HO CHI MINH CITY SINGAPORE Correspondent Offices JAKARTA KUALA LUMPUR

Liability limited by the Solicitors' Limitation of Liability Scheme, approved under the Professional Standards Act 1994 (NSW)

Reference AAS:SD:80566736

Constitution
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6	Plebiscite to approve proportional takeover bids
	6.16.26.36.4	DefinitionsTransfers not to be registeredApproving resolutionSunset	21222223
7	General meetings
	7.17.27.37.47.57.67.77.87.9	Calling general meetingsNotice of general meetingsAdmission to general meetingsQuorum at general meetingsChairperson of general meetingsConduct at general meetingsDecisions at general meetingsVoting rightsRepresentation at general meetings	232324252526272729
8	Directors
	8.18.28.38.48.58.68.78.88.98.108.118.128.138.148.158.168.17	Appointment and retirement of directorsVacating officeRemunerationDirector need not be a memberDirectors may contract with the company and hold other officesPowers and duties of directorsProceedings of directorsCalling meetings of directorsNotice of meetings of directorsQuorum at meetings of directorsChairperson and deputy chairperson of directorsDecisions of directorsWritten resolutionsAlternate directorsCommittees of directorsDelegation to a directorValidity of acts	3233343535363737373838393940404141
9	Executive officers
	9,19.29.3	Managing directors and executive directorsSecretaryProvisions applicable to all executive officers	414142
10	Indemnity and insurance
	10.110.310.410.6	Persons to whom rules 10.2 and 10.4 apply10.2 IndemnityExtent of indemnityInsurance10.5 SavingsDeed	424243434343

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Peet & Company Limited ABN 56 008 665 834 A public company limited by shares Constitution

1 Preliminary

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$1.1$ Definitions and interpretation

$(a)$ In this constitution:

Act means the Corporations Act 2001 (Cth);

business day has the meaning given to that term in the Listing Rules;

clearing and settlement rules means the operating rules of:

ASX Settlement and Transfer Corporation Pty Limited; and $(1)$

$(2)$ Australian Clearing House Pty Limited;

Exchange means Australian Stock Exchange Limited or such other body corporate that is declared by the directors to be the company's primary stock exchange for the purposes of this definition;

listed company means a company which is admitted to the official list of the Exchange:

Listing Rules means the listing rules of the Exchange as they apply to the company:

proper ASTC transfer has the meaning given to that term in the Corporations Regulations 2001 (Cth);

record time means:

$(1)$ in the case of a meeting for which the caller of the meeting has decided, under the Act, that shares are to be taken to be held by the persons who held them at a specified time before the meeting, that time; and

$(2)$ in any other case, the time of the relevant meeting:

representative, in relation to a member which is a body corporate and in relation to a meeting means a person authorised in accordance with the Act (or a corresponding previous law) by the body corporate to act as its representative at the meeting:

seal means any common seal, duplicate seal or certificate seal of the company;

transmission event means:

• $(1)$ for a member who is an individual:
  • $(A)$ the member's death:
  • (B) the member's bankruptcy; or

and is to be taken to be subject to any applicable waiver or exemption: and

• where a word or phrase is given a particular meaning, other parts of $(7)$ speech and grammatical forms of that word or phrase have corresponding meanings.
• $(i)$ In this constitution, headings and bold type are only for convenience and do not affect the meaning of this constitution.

$1.2$ Application of the Act, Listing Rules and the clearing and settlement rules

• $(a)$ The rules that apply as replaceable rules to companies under the Act do not apply to the company except so far as they are repeated in this constitution.
• $(b)$ Unless the contrary intention appears:
  • $(1)$ an expression in a rule that deals with a matter dealt with by a provision of the Act, the Listing Rules or the clearing and settlement rules has the same meaning as in that provision; and
  • $(2)$ subject to rule $1.2(b)(1)$ , an expression in a rule that is used in the Act has the same meaning in this constitution as in the Act.
• While the company is a listed company, the following provisions apply: $(c)$
  • notwithstanding anything contained in this constitution, if the $(1)$ Listing Rules prohibit an act being done, the act shall not be done;
  • $(2)$ nothing contained in this constitution prevents an act being done that the Listing Rules require to be done:
  • $(3)$ if the Listing Rules require an act to be done or not to be done. authority is given for that act to be done or not to be done (as the case may be).
  • $(4)$ if the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is deemed to contain that provision;
  • $(5)$ if the Listing Rules require this constitution not to contain a provision and it contains such a provision, this constitution is deemed not to contain that provision; and
  • $(6)$ if any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is deemed not to contain that provision to the extent of the inconsistency.

$1.3$ Exercising powers

• $(a)$ The company may, in any way the Act permits:
  • $(1)$ exercise any power;
  • $(2)$ take any action; or
  • engage in any conduct or procedure, $(3)$

which, under the Act a company limited by shares may exercise, take or engage in.

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otherwise, may, with the agreement of the holder or under the terms of issue of the share, be paid in the currency of a country other than Australia. The directors may fix a time before the payment date as the time at which the applicable exchange rate will be determined for that purpose.

$1.5$ Transitional provisions

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This constitution must be interpreted in such a way that:

• every director, chief executive officer, managing director and secretary in $(a)$ office in that capacity immediately before this constitution is adopted continues in office subject to, and is taken to have been appointed or elected under, this constitution:
• $(b)$ the directors are taken, immediately after this constitution is adopted, to have decided under rule $8.1(a)$ a number which is equal to the number of the persons in office as directors immediately after this constitution is adopted;
• $(c)$ any register maintained by the company immediately before this constitution is adopted is taken to be a register maintained under this constitution:
• $(d)$ any seal adopted by the company as a seal immediately before this constitution is adopted is taken to be a seal which the company has under a relevant authority given by this constitution; and
• $(e)$ unless a contrary intention appears in this constitution, all persons, things, agreements and circumstances appointed, approved or created by or under the constitution of the company in force before this constitution is adopted continue to have the same status, operation and effect after this constitution is adopted.

$\overline{2}$ Share capital

$2.1$ Shares

Subject to this constitution the directors may:

• $(a)$ issue, allot or grant options for, or otherwise dispose of, shares in the company; and
• $(b)$ decide:
  • $(1)$ the persons to whom shares are issued or options are granted.
  • $(2)$ the terms on which shares are issued or options are granted; and
  • $(3)$ the rights and restrictions attached to those shares or options.

$2.2$ Preference shares

$(a)$ The company may issue preference shares including preference shares which are, or at the option of the company or holder are, liable to be redeemed or convertible into ordinary shares.

redemption notice under the terms of issue, pay to or at the direction of the holder the amount payable on redemption of the share.

$(k)$ A holder of a preference share must not transfer or purport to transfer, and the directors, to the extent permitted by the Listing Rules, must not register a transfer of, the share if the transfer would contravene any restrictions on the right to transfer the share set out in the terms of issue for the share.

$2.3$ Alteration of share capital

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Subject to the Act, the directors may do anything required to give effect to any resolution altering the company's share capital, including, where a member becomes entitled to a fraction of a share on a consolidation:

• making cash payments; $(a)$
• $(b)$ determining that fractions may be disregarded in order to adjust the rights of all parties;
• $(c)$ appointing a trustee to deal with any fractions on behalf of members; and
• $(d)$ rounding up each fractional entitlement to the nearest whole share by capitalising any amount available for capitalisation under rule 4.2 even though only some of the members participate in the capitalisation.

$2.4$ Conversion or reclassification of shares

Subject to rule 2.5, the company may by resolution convert or reclassify shares from one class to another.

$2.5$ Variation of class rights

• The rights attached to any class of shares may, unless their terms of issue $(a)$ state otherwise, be varied:
  • with the written consent of the holders of 75% of the shares of the $(1)$ class: or
  • $(2)$ by a special resolution passed at a separate meeting of the holders of shares of the class.
• $(b)$ The provisions of this constitution relating to general meetings apply, with necessary changes, to separate class meetings as if they were general meetings.
• $(c)$ The rights conferred on the holders of any class of shares are to be taken as not having been varied by the creation or issue of further shares ranking equally with them.

$2.6$ Joint holders of shares

Where 2 or more persons are registered as the holders of a share, they hold it as joint tenants with rights of survivorship, on the following conditions:

• $(a)$ they are liable individually as well as jointly for all payments, including calls, in respect of the share:

• $(b)$ subject to rule $2.6(a)$ , on the death of any one of them the survivor is the only person the company will recognise as having any title to the share.

• $(d)$ Each member must pay to the company by the time and at the place specified the amount called on the member's shares.

• $(e)$ A call is taken to have been made when the resolution of the directors authorising the call is passed.

• $(f)$ The directors may revoke a call or extend the time for payment.

• $(g)$ A call is valid even if a member for any reason does not receive notice of the call.

• $(h)$ If an amount called on a share is not paid in full by the time specified for payment, the person who owes the amount must pay:

  • $(1)$ interest on the unpaid part of the amount from the date payment is due to the date payment is made, at a rate determined under rule 3.9; and
  • $(2)$ if the share was issued after the date this constitution is adopted. any costs, expenses or damages the company incurs due to the failure to pay or late payment.

• $(i)$ Any amount unpaid on a share that, by the terms of issue of the share, becomes payable on issue or at a fixed date:

  • $(1)$ is treated for the purposes of this constitution as if that amount were payable under a call duly made and notified; and
  • $(2)$ must be paid on the date on which it is payable under the terms of issue of the share.

• $(i)$ The directors may, to the extent the law permits, waive or compromise all or part of any payment due to the company under the terms of issue of a share or under this rule 3.1.

$3.2$ Proceedings to recover calls

• $(a)$ In a proceeding to recover a call, or an amount payable due to the failure to pay or late payment of a call, proof that:
  • $(1)$ the name of the defendant is entered in the register as the holder or one of the holders of the share on which the call is claimed:
  • $(2)$ the resolution making the call is recorded in the minute book; and
  • $(3)$ notice of the call was given to the defendant complying with this constitution.

is conclusive evidence of the obligation to pay the call and it is not necessary to prove the appointment of the directors who made the call or any other matter.

In rule $3.2(a)$ , defendant includes a person against whom the company $(b)$ alleges a set-off or counterclaim, and a proceeding to recover a call or an amount is to be interpreted accordingly.

$3.3$ Payments in advance of calls

$(a)$ The directors may accept from a member the whole or a part of the amount unpaid on a share even though no part of that amount has been called.

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• $(h)$ The forfeiture of a share extinguishes all interest in, and all claims and demands against the company relating to, the forfeited share and, subject to rule 3.8(i), all other rights attached to the share.
• $(i)$ The directors may:
  • exempt a share from all or part of this rule 3.4; $(1)$
  • $(2)$ waive or compromise all or part of any payment due to the company under this rule 3.4; and
  • before a forfeited share has been sold, reissued or otherwise $(3)$ disposed of, cancel the forfeiture on the conditions they decide.

$3.5$ Members' indemnity

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• $(a)$ If the company becomes liable for any reason under a law to make a payment:
  • $(1)$ in respect of shares held solely or jointly by a member;
  • $(2)$ in respect of a transfer or transmission of shares by a member;
  • $(3)$ in respect of dividends, bonuses or other amounts due or payable or which may become due and payable to a member; or
  • in any other way for, on account of or relating to a member, $(4)$

rules 3.5(b) and (c) apply, in addition to any right or remedy the company may otherwise have.

• $(b)$ The member or, if the member is dead, the member's legal personal representative must:
  • fully indemnify the company against that liability; $(1)$
  • on demand reimburse the company for any payment made; and $(2)$
  • pay interest on the unpaid part of the amount payable to the $(3)$ company under rule $3.5(b)(2)$ , from the date of demand until the date the company is reimbursed in full for that payment, at a rate determined under rule 3.9.
  • $(c)$ The directors may:
    • exempt a share from all or part of this rule 3.5; and $(1)$
    • $(2)$ waive or compromise all or part of any payment due to the company under this rule 3.5.

$3.6$ Lien on shares

• $(a)$ The company has a first lien on:
  • each partly paid share for all unpaid calls and instalments due on $(1)$ that share; and
  • each share for any amounts the company is required by law to pay $(2)$ and has paid in respect of that share.

In each case the lien extends to reasonable interest and expenses incurred because the amount is not paid.

• $(d)$ The only remedy of a person who suffers a loss because of a sale of a share by the company is a claim for damages against the company.
• The proceeds of a sale of shares by the company must be applied in $(e)$ paving:
  • $(1)$ first, the expenses of the sale:
  • $(2)$ secondly, all amounts payable (whether presently or not) by the former holder to the company.

and any balance must be paid to the former holder on the former holder delivering to the company proof of title to the shares acceptable to the directors.

• $(f)$ The proceeds of sale under rule 5.4 must not be applied in payment of the expenses of the sale and must be paid to the former holder on the former holder delivering to the company proof of title to the shares acceptable to the directors.
• $(g)$ Until the proceeds of a sale of a share sold by the company are claimed or otherwise disposed of according to law, the directors may invest or use the proceeds in any other way for the benefit of the company.
• The company is not required to pay interest on money payable to a former (h) holder under this rule 3.8.
• On completion of a sale, reissue or other disposal of a share under $(i)$ rule 3.4(f), the rights which attach to the share which were extinguished under rule 3.4(h) revive.
• A written statement by a director or secretary of the company that a share $(i)$ in the company has been:
  • $(1)$ duly forfeited under rule 3.4(b);
  • $(2)$ duly sold, reissued or otherwise disposed of under rule 3.4(f); or
  • $(3)$ duly sold under rule 3.6(c), rule 5.4 or rule 5.5.

on a date stated in the statement is conclusive evidence of the facts stated as against all persons claiming to be entitled to the share, and of the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

$3.9$ Interest payable by member

• $(a)$ For the purposes of rules $3.1(h)(1)$ , $3.4(g)(2)$ and $3.5(b)(3)$ , the rate of interest payable to the company is:
  • $(1)$ if the directors have fixed a rate, that rate; or
  • $(2)$ in any other case, a rate per annum 2% higher than the rate prescribed in respect of unpaid judgements in the Supreme Court of the State or Territory in which the company is registered.
• $(b)$ Interest accrues daily and may be capitalised monthly or at such other intervals the directors decide.

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any other particular fund or reserve or out of profits derived from any other particular source.

• $(i)$ Subject to the clearing and settlement rules, where a person is entitled to a share because of a transmission event, the directors may, but need not, retain any dividends payable on that share until that person becomes registered as the holder of that share or transfers it.
• $(i)$ The directors may retain from any dividend payable to a member any amount presently payable by the member to the company and apply the amount retained to the amount owing.
• $(k)$ The directors may decide the manner and means of the payment of any dividend or other amount in respect of a share. Without limiting any other method of payment which the company may adopt, any dividend or other amount payable by the company to a member in respect of a share may be paid:
  • $(1)$ by cheque sent to the address of the member shown in the register of members or, in the case of joint holders, to the address shown in the register of members of any of the joint holders, or to such other address as the member or any of the joint holders in writing direct: or
  • $(2)$ at the member's request or, in the case of joint holders, at the request of each holder, and at the risk of the member or the joint holders, by such electronic or other means approved by the directors directly to an account nominated in writing by the member or the joint holders.
  • $(1)$ The directors may adopt procedures limiting the type of accounts which are eligible to receive payment under rule $4.1(k)(2)$ .
  • $(m)$ A cheque sent under rule $4.1(k)(1)$ may be made payable to bearer or to the order of the member to whom it is sent or another person that the member directs and is sent at the member's risk.

4.2 Capitalising profits

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• $(a)$ Subject to the Listing Rules, any rights or restrictions attached to any shares or class of shares and any special resolution of the company, the directors may capitalise and distribute among those members who would be entitled to receive dividends and in the same proportions, any amount:
  • $(1)$ forming part of the undivided profits of the company;
  • $(2)$ representing profits arising from an ascertained accretion to capital or a revaluation of the assets of the company;
  • arising from the realisation of any assets of the company; or $(3)$
  • $(4)$ otherwise available for distribution as a dividend.
• $(b)$ The directors may resolve that all or any part of the capitalised amount is to be applied:
  • $(1)$ in paying up in full, at an issue price decided by the resolution, any unissued shares in or other securities of the company:

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existing shares or other securities by applying their respective proportions of the amount resolved to be capitalised.

Any agreement made under an authority referred to in rule $4.3(a)(5)$ is effective and binds all members concerned.

$(b)$ If the company distributes to members (either generally or to specific members) securities in the company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those members appoints the company as his or her agent to do anything needed to give effect to that distribution, including agreeing to become a member of that other body corporate.

4.4 Reserves

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• $(a)$ The directors may set aside out of the company's profits any reserves or provisions they decide.
• $(b)$ The directors may appropriate to the company's profits any amount previously set aside as a reserve or provision.
• Setting aside an amount as a reserve or provision does not require the $(c)$ directors to keep the amount separate from the company's other assets or prevent the amount being used in the company's business or being invested as the directors decide.

4.5 Carrying forward profits

The directors may carry forward any part of the profits remaining that they consider should not be distributed as dividends or capitalised, without transferring those profits to a reserve or provision.

4.6 Share investment plan

The directors may:

• $(a)$ establish a share investment plan on terms they decide, under which:
  • the whole or any part of any dividend or interest due to members or $(1)$ holders of any convertible securities of the company who participate in the plan on their shares or any class of shares or any convertible securities; or
  • $(2)$ any other amount payable to members.

may be applied in subscribing for or purchasing securities of the company or of a related body corporate; and

$(b)$ amend, suspend or terminate a share investment plan.

4.7 Dividend selection plans

The directors may:

$(a)$ implement a dividend selection plan on terms they decide, under which participants may choose:

facilitating the transfer of shares or operation of the company's registers that may be owned, operated or sponsored by the Exchange or a related body corporate of the Exchange.

$(h)$ The directors may, to the extent the law permits, waive any of the requirements of this rule 5.1 and prescribe alternative requirements instead, whether to give effect to rule $5.1(g)$ or for another purpose.

$5.2$ Power to decline to register transfers

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• $(a)$ The directors may decline to register, or prevent registration of, a transfer of shares or apply a holding lock to prevent a transfer in accordance with the Act or the Listing Rules where:
  • $(1)$ the transfer is not in registrable form:
  • the company has a lien on any of the shares transferred: $(2)$
  • $(3)$ registration of the transfer may breach a law of Australia:
  • $(4)$ the transfer is paper-based and registration of the transfer will create a new holding which, at the time the transfer is lodged, is less than a marketable parcel:
  • (5) the transfer is not permitted under the terms of an employee share and a series.The series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series of the series o plan: or
    • $(6)$ the company is otherwise permitted or required to do so under the Listing Rules or, except for a proper ASTC transfer, under the terms of issue of the shares.
  • $(b)$ If the directors decline to register a transfer, the company must give notice of the refusal as required by the Act and the Listing Rules. Failure to give that notice will not invalidate the decision of the directors to decline to register the transfer.
  • $\left( \circ \right)$ The directors may delegate their authority under this rule 5.2 to any person.

5.3 Power to suspend registration of transfers

The directors may suspend the registration of transfers at any times, and for any periods, permitted by the clearing and settlement rules that they decide.

$5.4$ Procedure for sale of non-marketable parcels

The directors may cause the company to sell a member's shares if they hold less than a marketable parcel of shares and the following procedures are observed:

• $(a)$ the directors send a member who on the date of the notice holds less than a marketable parcel of shares, a notice which:
  • $(1)$ explains the effect of this rule:
  • $(2)$ allows the member to elect to be exempt from this rule, (a form of election for that purpose must be sent with the notice); and
  • specifies a date at least 6 weeks from the date the notice is sent by $(3)$ which the member can make the election in rule $5.4(a)(2)$ .

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$(c)$ any dividends that have been withheld under this rule 5.5 must be sent to the member after the sale, subject to the former member delivering to the company proof of title acceptable to the directors.

5.6 Transmission of shares

• Subject to rule 5.6(c), where a member dies, the only persons the company $(a)$ will recognise as having any title to the member's shares or any benefits accruing on those shares are:
  • $(1)$ where the deceased was a sole holder, the legal personal representative of the deceased: and
  • $(2)$ where the deceased was a joint holder, the survivor or survivors.
• $(b)$ Rule 5.6(a) does not release the estate of a deceased member from any liability on a share, whether that share was held by the deceased solely or jointly with other persons.
• $(c)$ The directors may register a transfer of shares signed by a member before a transmission event even though the company has notice of the transmission event.
• $(d)$ A person who becomes entitled to a share because of a transmission event may, on producing such evidence as the directors require to prove that person's entitlement to the share, choose:
  • $(1)$ to be registered as the holder of the share by signing and giving the company a written notice stating that choice; or
  • $(2)$ to nominate some other person to be registered as the transferee of the share by executing or effecting in some other way a transfer of the share to that other person.
• $(e)$ The provisions of this constitution concerning the right to transfer shares and the registration of transfers of shares apply, so far as they can and with any necessary changes, to a notice or transfer under rule 5.6(d) as if the relevant transmission event had not occurred and the notice or transfer were executed or effected by the registered holder of the share.
• $(f)$ Where two or more persons are jointly entitled to a share because of a transmission event they will, on being registered as the holders of the share, be taken to hold the share as joint tenants and rule 2.6 will apply to them.

6 Plebiscite to approve proportional takeover bids

$6.1$ Definitions

In this rule 6:

• $(a)$ approving resolution, in relation to a proportional takeover bid, means a resolution to approve the proportional takeover bid passed in accordance with rule $6.3$ :
• $(b)$ approving resolution deadline, in relation to a proportional takeover bid, means the day that is 14 days before the last day of the bid period, during

$6.4$ Sunset

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Rules 6.1, 6.2 and 6.3, cease to have effect at the end of 3 years beginning:

• where those rules have not been renewed in accordance with the Act. on $(a)$ the date that those rules were adopted by the company; or
• where those rules have been renewed in accordance with the Act, on the $(b)$ date those rules were last renewed.

$\overline{7}$ General meetings

$7.1$ Calling general meetings

• A general meeting may only be called: $(a)$
  • $(1)$ by a directors' resolution; or
  • $(2)$ as otherwise provided in the Act.
• The directors may, by notice to the Exchange, change the venue for, $(b)$ postpone or cancel a general meeting, if they consider that the meeting has become unnecessary, or the venue would be unreasonable or impractical or a change is necessary in the interests of conducting the meeting efficiently. but:
  • $(1)$ a meeting which is not called by a directors' resolution; and
  • $(2)$ a meeting which is called in accordance with a members' requisition under the Act:

may not be postponed or cancelled without the prior written consent of the persons who called or requisitioned the meeting.

$7.2$ Notice of general meetings

• $(a)$ Notice of a general meeting must be given to each person who at the time of giving the notice:
  • $(1)$ is a member, director or auditor of the company; or
  • is entitled to a share because of a transmission event and has $(2)$ satisfied the directors of his or her right to be registered as the holder of, or to transfer, the shares.
• $(b)$ The content of a notice of a general meeting called by the directors is to be decided by the directors, but it must state the general nature of the business to be transacted at the meeting and any other matters required by the Act.
• $(c)$ Unless the Act provides otherwise:
  • $(1)$ no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting; and
  • $(2)$ except with the approval of the directors or the chairperson, no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a

$7.4$ Quorum at general meetings

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• No business may be transacted at a general meeting, except the election of $(a)$ a chairperson and the adjournment of the meeting, unless a quorum of members is present when the meeting proceeds to business.
• $(b)$ A quorum is 5 or more members present at the meeting and entitled to vote on a resolution at the meeting.
• $(c)$ If a quorum is not present within 30 minutes after the time appointed for the general meeting:
  • $(1)$ where the meeting was called at the request of members, the meeting must be dissolved; or
  • $(2)$ in any other case:
    • $(A)$ the meeting stands adjourned to the day, and at the time and place, the directors present decide or, if they do not make a decision, to the same day in the next week at the same time and place; and
    • if, at the adjourned meeting, a quorum is not present within (B) 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

$7.5$ Chairperson of general meetings

• The chairperson of directors or, in the absence of the chairperson of $(a)$ directors, the deputy chairperson of directors is entitled, if present within 15 minutes after the time appointed for a general meeting and willing to act, to preside as chairperson at the meeting.

• The directors present may choose one of their number to preside as $(b)$ . chairperson if, at a general meeting:

  • there is no chairperson or deputy chairperson of directors; $(1)$
  • $(2)$ neither the chairperson nor the deputy chairperson of directors is present within 15 minutes after the time appointed for the meeting; $\sigma$
  • neither the chairperson nor the deputy chairperson of directors is $(3)$ willing to act as chairperson of the meeting.

• $(c)$ If the directors do not choose a chairperson under rule $7.5(b)$ , the members present must elect as chairperson of the meeting:

  • another director who is present and willing to act; or $(1)$
  • $(2)$ if no other director willing to act is present at the meeting, a member who is present and willing to act.

• $(d)$ A chairperson of a general meeting may, for any item of business or discrete part of the meeting, vacate the chair in favour of another person nominated by him or her.

• $(i)$ Where a meeting is postponed or adjourned under this rule 7.6, notice of the postponed or adjourned meeting must be given to the Exchange, but need not be given to any other person.

• $(i)$ Where a meeting is postponed or adjourned, the directors may, by notice to the Exchange, postpone, cancel or change the place of the postponed or adjourned meeting.

$7.7$ Decisions at general meetings

• Except where a resolution requires a special majority, questions arising at $(a)$ a general meeting must be decided by a majority of votes cast by the members present at the meeting. A decision made in this way is for all purposes a decision of the members.
• $(b)$ If the votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to any deliberative vote.
• $\left( c\right)$ A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is demanded:
  • before the show of hands is taken; $(1)$
  • $(2)$ before the result of the show of hands is declared: or
  • immediately after the result of the show of hands is declared. $(3)$
• $(d)$ A poll may be demanded by:
  • $(1)$ the chairperson of the meeting;
  • at least five members entitled to vote on the resolution; or $(2)$
  • $(3)$ members with at least 5% of the votes that may be cast on the resolution on a poll.
• $(e)$ A demand for a poll does not prevent a general meeting continuing to transact any business except the question on which the poll is demanded.
• Unless a poll is duly demanded, a declaration by the chairperson of a $(f)$ general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
• $(g)$ If a poll is duly demanded at a general meeting, it must be taken in the way and either at once or after an interval or adjournment as the chairperson of the meeting directs. The result of the poll as declared by the chairperson is the resolution of the meeting at which the poll was demanded.
• $(h)$ A poll cannot be demanded at a general meeting on the election of a chairperson of the meeting.
• The demand for a poll may be withdrawn with the chairperson's consent. $(i)$

$7.8$ Voting rights

Subject to this constitution and to any rights or restrictions attached to any $(a)$ shares or class of shares, at a general meeting:

a vote on the resolution by the member must be disregarded for any $(2)$ purposes.

If the member or a person acting as proxy, attorney or representative of the member does tender a vote on that resolution, his or her vote must not be counted.

• An objection to the validity of a vote tendered at a general meeting must $(h)$ he:
  • $(1)$ raised before or immediately after the result of the vote is declared: and
  • referred to the chairperson of the meeting, whose decision is final. $(2)$
• A vote tendered, but not disallowed by the chairperson of a meeting under $(i)$ rule 7.8(h), is valid for all purposes, even if it would not otherwise have been valid.
  • The chairperson may decide any difficulty or dispute which arises as to the $(i)$ number of votes which may be cast by or on behalf of any member and the decision of the chairperson is final.

$7.9$ Representation at general meetings

• Subject to this constitution, each member entitled to vote at a general $(a)$ meeting may vote:
  • $(1)$ in person or, where a member is a body corporate, by its representative:
  • $(2)$ by not more than 2 proxies; or
  • $(3)$ by not more than 2 attorneys.
• A proxy, attorney or representative may, but need not, be a member of the $(b)$ company.
• An instrument appointing a proxy is valid if it is in accordance with the $(c)$ Act or in any form approved by the directors.
• For the purposes of this rule 7.9 a proxy appointment received at an $(d)$ electronic address specified in the notice of general meeting for the receipt of proxy appointment is taken to have been signed or executed if the appointment:
  • includes or is accompanied by a personal identification code $(1)$ allocated by the company to the member making the appointment; $\alpha$
  • has been authorised by the member in another manner approved by $(2)$ the directors and specified in or with the notice of meeting.
• $(e)$ A vote given in accordance with an instrument appointing a proxy or attorney is valid despite the transfer of the share in respect of which the instrument was given if the transfer is not registered by the time at which the instrument appointing the proxy or attorney is required to be received under rule $7.9(i)$ .

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• $(k)$ Where a member appoints 2 proxies or attorneys to vote at the same general meeting:
  • $(1)$ if the appointment does not specify the proportion or number of the member's votes each proxy or attorney may exercise, each proxy or attorney may exercise half the member's votes;
  • $(2)$ on a show of hands, neither proxy or attorney may vote if more than one proxy or attorney attends; and
  • $(3)$ on a poll, each proxy or attorney may only exercise votes in respect of those shares or voting rights the proxy or attorney represents.
• $(1)$ Unless written notice of the matter has been received at the company's registered office (or at another place specified for lodging an appointment of a proxy or attorney for the meeting) at least 48 hours (or, in the case of an adjournment or postponement of a meeting, any lesser time that the directors or the chairperson of the meeting decide) before the time for holding a meeting, adjourned meeting or poll, a vote cast by a proxy or attorney is valid even if, before the vote is cast:
  • $(1)$ a transmission event occurs to the member; or
  • $(2)$ the member revokes the appointment of the proxy or attorney or revokes the authority under which a third party appointed the proxy or attorney.
• $(m)$ Where authority is given to a proxy, attorney or representative concerning a meeting to be held on or before a specified date or at a specified place and that meeting is postponed to a later date or the meeting place is changed, the authority is taken to include authority to act at the re-scheduled meeting unless the member granting the authority gives the company notice to the contrary under rule 7.9(i).
• $(n)$ The chairperson of a meeting may:
  • $(1)$ permit a person claiming to be a representative to exercise the powers of a representative, even if the person is unable to establish to the chairperson's satisfaction that he or she has been validly appointed; or
  • $(2)$ permit the person to exercise those powers on the condition that, if required by the company, he or she produce evidence of the appointment within the time set by the chairperson.
• $(0)$ The chairperson of a meeting may require a person acting as a proxy, attorney or representative to establish to the chairperson's satisfaction that the person is the person duly appointed to act. If the person fails to satisfy the requirement, the chairperson may exclude the person from attending or voting at the meeting.
• $(p)$ The chairperson may delegate his or her powers under paragraph $7.9(n)$ and 7.9(o) to any person.

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(as the case may be) takes effect at the conclusion of the meeting at which the retirement and re-election or election occur.

• $(k)$ A person is eligible for election to the office of a director at a general meeting only if:
  • $(1)$ the person is in office as a director immediately before that meeting:
  • $(2)$ the person has been nominated by the directors for election at that meeting:
  • $(3)$ where the person is a member, he or she has at least 35 business days and, in the case of a general meeting the directors have been duly requested by members under the Act to call, at least 30 business days (or, in each case, such longer period as may be permitted under the Listing Rules) but, in each case, no more than 90 business days before the meeting, to give the company a notice signed by him or her stating the member's desire to be a candidate for election at that meeting; or
  • $(4)$ where the person is not a member, a member intending to nominate the person for election at that meeting has, at least 35 business days and, in the case of a general meeting the directors have been duly requested by members under the Act to call, at least 30 business days (or, in each case, such longer period as may be permitted under the Listing Rules) but, in each case, no more than 90 business days before the meeting, to give the company a notice signed by the member stating the member's intention to nominate the person for election, and a notice signed by the person stating his or her consent to the nomination.
  • A partner, employer or employee of an auditor of the company may not be $(1)$ appointed or elected as a director.

$8.2$ Vacating office

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In addition to the circumstances prescribed by the Act and this constitution, the office of a director becomes vacant if the director:

• becomes of unsound mind or a person who is, or whose estate is, liable to $(a)$ be dealt with in any way under the law relating to mental health;

• becomes bankrupt or insolvent or makes any arrangement or composition $(b)$ with his or her creditors generally:

• $(c)$ is convicted on indictment of an offence and the directors do not within 1 month after that conviction resolve to confirm the director's appointment or election (as the case may be) to the office of director;

• fails to attend meetings of the directors for more than 3 consecutive $(d)$ months without leave of absence from the directors and a majority of the other directors have resolved that his or her office is vacated; or

• resigns by written notice to the company. $(e)$

• $(1)$ to a superannuation, retirement or pension fund for a director so that the company is not liable to pay the superannuation guarantee charge or similar statutory charge; or

• $(2)$ for any insurance premium paid or agreed to be paid for a director under rule 10.4.

$8.4$ Director need not be a member

• $(a)$ A director is not required to hold any shares in the company to qualify for appointment.
• $(b)$ A director is entitled to attend and speak at general meetings and at meetings of the holders of a class of shares, even if he or she is not a member or a holder of shares in the relevant class.

8.5 Directors may contract with the company and hold other offices

• $(a)$ The directors may make regulations requiring the disclosure of interests that a director, and any person deemed by the directors to be related to or associated with the director, may have in any matter concerning the company or a related body corporate. Any regulations made under this constitution bind all directors.
• No act, transaction, agreement, instrument, resolution or other thing is $(b)$ invalid or voidable only because a person fails to comply with any regulation made under rule $8.5(a)$ .
• A director is not disqualified from contracting or entering into an $\left( \text{c} \right)$ arrangement with the company as vendor, purchaser or in another capacity, merely because the director holds office as a director or because of the fiduciary obligations arising from that office.
• $(d)$ A contract or arrangement entered into by or on behalf of the company in which a director is in any way interested is not invalid or voidable merely because the director holds office as a director or because of the fiduciary obligations arising from that office.
• $(e)$ A director who is interested in any arrangement involving the company is not liable to account to the company for any profit realised under the arrangement merely because the director holds office as a director or because of the fiduciary obligations arising from that office.
• $(f)$ A director may hold any other office or position (except auditor) in the company or any related body corporate in conjunction with his or her directorship and may be appointed to that office or position on terms (including remuneration and tenure) the directors decide.
• A director may be or become a director or other officer of, or interested in, $(g)$ any related body corporate or any other body corporate, and need not account to the company for any remuneration or other benefits the director receives as a director or officer of, or from having an interest in, that body corporate.
• $(h)$ A director who has an interest in a matter that is being considered at a meeting of directors may, despite that interest, vote, be present and be counted in a quorum at the meeting, unless that is prohibited by the Act.

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• remove or dismiss any officer, agent or attorney of the company at $(3)$ any time, with or without cause.
• $(f)$ A power of attorney may contain any provisions for the protection and convenience of the attorney or persons dealing with the attorney that the directors decide.
• Nothing in this rule 8.6 limits the general nature of rule 8.6(a). $(g)$

Proceedings of directors 8.7

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• $(a)$ The directors may meet together to attend to business and adjourn and otherwise regulate their meetings as they decide.
• $(b)$ The contemporaneous linking together by telephone or other electronic means of a sufficient number of directors to constitute a quorum. constitutes a meeting of the directors. All the provisions in this constitution relating to meetings of the directors apply, as far as they can and with any necessary changes, to meetings of the directors by telephone or other electronic means.
• $(c)$ A meeting by telephone or other electronic means is to be taken to be held at the place where the chairperson of the meeting is or at such other place the chairperson of the meeting decides on, as long as at least one of the directors involved was at that place for the duration of the meeting.
• $(d)$ A director taking part in a meeting by telephone or other electronic means is to be taken to be present in person at the meeting.

8.8 Calling meetings of directors

• A director may, whenever the director thinks fit, call a meeting of the $(a)$ directors.
• A secretary must, if requested by a director, call a meeting of the directors. $(b)$

8.9 Notice of meetings of directors

• $(a)$ Notice of a meeting of directors must be given to each person who is at the time the notice is given:
  • $(1)$ a director, except a director on leave of absence approved by the directors: or
  • an alternate director appointed under rule 8.14 by a director on $(2)$ leave of absence approved by the directors.
• $(b)$ A notice of a meeting of directors:
  • $(1)$ must specify the time and place of the meeting;
  • $(2)$ need not state the nature of the business to be transacted at the meeting;
  • $(3)$ may, if necessary, be given immediately before the meeting; and
  • $(4)$ may be given in person or by post or by telephone, fax or other electronic means.

8.12 Decisions of directors

• The directors, at a meeting at which a quorum is present, may exercise any $(a)$ authorities, powers and discretions vested in or exercisable by the directors under this constitution.
• $(b)$ Questions arising at a meeting of directors must be decided by a majority of votes cast by the directors present entitled to vote on the matter.
• $(c)$ Subject to rule 8.12(d), if the votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to his or her deliberative vote
• Where only 2 directors are present or entitled to vote at a meeting of $(d)$ directors and the votes are equal on a proposed resolution:
  • $(1)$ the chairperson of the meeting does not have a second or casting vote; and
  • $(2)$ the proposed resolution is taken as lost.

8.13 Written resolutions

$(a)$ If:

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• $(1)$ all of the directors, other than:
  • $(A)$ any director on leave of absence approved by the directors;
  • (B) any director who disqualifies himself or herself from considering the resolution in question; and
  • $(C)$ any director who would be prohibited by the Act from voting on the resolution in question.

sign or consent to a written resolution; and

$(2)$ the directors who sign or consent to the resolution would have constituted a quorum at a meeting of directors held to consider that resolution.

then the resolution is taken to have been passed by a meeting of the directors.

• $(b)$ A director may consent to a resolution by:

  • $(1)$ signing the document containing the resolution (or a copy of that document);
  • $(2)$ giving to the company at its registered office a written notice (including by fax or other electronic means) addressed to the secretary or to the chairperson of directors signifying assent to the resolution and either setting out its terms or otherwise clearly identifying them; or
  • telephoning the secretary or the chairperson of directors and $(3)$ signifying assent to the resolution and clearly identifying its terms.

• $(c)$ The provisions of this constitution applying to meetings and resolutions of directors apply, so far as they can and with any necessary changes, to meetings and resolutions of a committee of directors, except to the extent they are contrary to any direction given under rule 8.15(b).

• $(d)$ Membership of a committee of directors may, if the directors so resolve. be treated as an extra service or special exertion performed by the directors for the purposes of rule 8.3(f).

8.16 Delegation to a director

• The directors may delegate any of their powers to 1 director. $(a)$
• $(b)$ A director to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors.
• The acceptance of a delegation of powers by a director may, if the $(c)$ directors so resolve, be treated as an extra service or special exertion performed by the delegate for the purposes of rule 8.3(f).

8.17 Validity of acts

An act done by a meeting of directors, a committee of directors or a person acting o as a director is not invalidated by: 4. 医骨下的

• $(a)$ a defect in the appointment of a person as a director or a member of a committee; or
• $\Phi$ a person so appointed being disqualified or not being entitled to vote,

if that circumstance was not known by the directors, committee or person when the act was done.

9 Executive officers

Party Committee

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$9.1$ Managing directors and executive directors

• The directors may appoint one or more of the directors to the office of $(a)$ managing director or other executive director.
• $(b)$ A managing director's or other executive director's appointment automatically terminates if the managing director or other executive director ceases to be a director.
• (c) A managing director or other executive director may be referred to by any title the directors decide on.

$9.2$ Secretary

• The directors must appoint at least 1 secretary and may appoint additional $(a)$ secretaries.
• $(b)$ The directors may appoint 1 or more assistant secretaries.

10.3 Extent of indemnity

The indemnity in rule 10.2:

• is enforceable without the Officer having to first incur any expense or $(a)$ make any payment;
• $(b)$ is a continuing obligation and is enforceable by the Officer even though the Officer may have ceased to be an officer of the company or its related bodies corporate; and
• $(c)$ applies to Liabilities incurred both before and after the adoption of this constitution

$10.4$ Insurance

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The company may, to the extent permitted by law:

• purchase and maintain insurance; or $(a)$
• $(b)$ pay or agree to pay a premium for insurance.

for each Officer against any Liability incurred by the Officer as an officer of the company or of a related body corporate including, but not limited to, a liability for negligence or for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome.

10.5 Savings

Nothing in rule 10.2 or 10.4:

• $(a)$ affects any other right or remedy that a person to whom those rules apply may have in respect of any Liability referred to in those rules;
• $(b)$ limits the capacity of the company to indemnify or provide or pay for insurance for any person to whom those rules do not apply; or
• $(c)$ limits or diminishes the terms of any indemnity conferred or agreement to indemnify entered into prior to the adoption of this constitution.

$10.6$ Deed

The company may enter into a deed with any Officer to give effect to the rights conferred by this rule 10 or the exercise of a discretion under this rule 10 on such terms as the directors think fit which are not inconsistent with this rule 10.

11 Winding up

$11.1$ Distributing surplus

Subject to this constitution and the rights or restrictions attached to any shares or class of shares:

• $(a)$ if the company is wound up and the property of the company available for distribution among the members is more than sufficient to pay:
  • $(1)$ all the debts and liabilities of the company; and
  • $(2)$ the costs, charges and expenses of the winding up,

$12$ Inspection of and access to records

• A person who is not a director does not have the right to inspect any of the $(a)$ board papers, books, records or documents of the company, except as provided by law, or this constitution, or as authorised by the directors, or by resolution of the members.
• $(b)$ The company may enter into contracts with its directors or former directors agreeing to provide continuing access for a specified period after the director ceases to be a director to board papers, books, records and documents of the company which relate to the period during which the director or former director was a director on such terms and conditions as the directors think fit and which are not inconsistent with this rule 12.
• $(c)$ The company may procure that its subsidiaries provide similar access to board papers, books, records or documents as that set out in rules $12(a)$ and $12(b)$ .
• This rule 12 does not limit any right the directors or former directors $(d)$ otherwise have.

13 Seals

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$13.1$ Manner of execution

• . Without limiting the ways in which the company can execute documents under the Act and subject to this constitution, the company may execute a document if the document is signed by:
  • $(a)$ 2 directors; or

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$\mathbf{a}^{(2)} = \left\langle \phi \phi \left( \mathbf{a} \right) \right\rangle \phi = \mathbf{a}$

• $(b)$ a director and a secretary; or
• any other person or persons authorised by the directors for that purpose. $(c)$

13.2 Common seal

The company may have a common seal. If the company has a common seal, rules 13.3 to 13.7 apply.

$13.3$ Safe custody of seal

The directors must provide for the safe custody of the seal.

$13.4$ Using the seal

Subject to rule 13.7 and unless a different procedure is decided by the directors, if the company has a common seal any document to which it is affixed must be signed by:

• $(a)$ 2 directors; or

• $(b)$ by a director and a secretary; or

• a director and another person appointed by the directors to countersign that $(c)$ document or a class of documents in which that document is included.

• $(c)$ The company may give a notice to a person entitled to a share as a result of a transmission event by delivering it or sending it in the manner authorised by rule 14.1(a) addressed to the name or title of the person, to:

  • $(1)$ the address, fax number or electronic address that person has supplied to the company for giving notices to that person; or
  • if that person has not supplied an address, fax number or electronic $(2)$ address, to the address, fax number or electronic address to which the notice might have been sent if that transmission event had not occurred.

• A notice given to a member under rules $14.1(a)$ or $14.1(b)$ is, even if a $(d)$ transmission event has occurred and whether or not the company has notice of that occurrence:

  • $(1)$ duly given for any shares registered in that person's name, whether solely or jointly with another person; and
  • sufficiently served on any person entitled to the shares because of $(2)$ the transmission event

• $(e)$ A notice given to a person who is entitled to a share because of a transmission event is sufficiently served on the member in whose name the share is registered.

• $(f)$ A person who, because of a transfer of shares, becomes entitled to any shares registered in the name of a member, is taken to have received every notice which, before that person's name and address is entered in the register of members for those shares, is given to the member complying with this rule 14.1.

• $(g)$ A signature to any notice given by the company to a member under this rule 14.1 may be printed or affixed by some mechanical or other means.

• Where a member does not have a registered address or where the company (h) believes that member is not known at the member's registered address, all notices are taken to he:

  • $(1)$ given to the member if the notice is exhibited in the company's registered office for a period of 48 hours; and
  • $(2)$ served at the commencement of that period,

unless and until the member informs the company of the member's address

Notices by the company to directors $14.2$

The company may give a notice to a director or alternate director by:

• $(a)$ delivering it personally to him or her;
• $(b)$ sending it by prepaid post to his or her usual residential or business address, or any other address he or she has supplied to the company for giving notices; or
• $(c)$ sending it by fax or other electronic means to the fax number or electronic address he or she has supplied to the company for giving notices.

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15.2 Prohibition and enforceability

• $(a)$ Any provision of, or the application of any provision of, this constitution which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition.
• $(b)$ Any provision of, or the application of any provision of, this constitution which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.

DATED: 7 April 2004

CHAIRMAN

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