CONSTITUTION

Rand Mining NL
ABN 41 004 669 658

1/103 Colin Street West Perth 6005
Tel: 08 9327 0800 Fax: 08 9327 0888
Ref: mgh/

A company limited by Shares

Constitution

$\mathbf{1}$ Preliminary

$1.1$ Definitions and interpretation

In this constitution: (a)

ASX means Australian Stock Exchange Limited ACN 008 624 691.

business day has the same meaning as in the Listing Rules.

CHESS Approved Securities means Securities of the company approved by SCH in accordance with the SCH Business Rules.

Certificate means a certificate for Securities issued in accordance with the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations made under it as amended from time to time and in the event that the Corporations Act is substituted or re-enacted in whole or in part by any relevant legislation then the term "Corporations Act" will mean such substituted or reenacted legislation.

Listing Rules means the Listing Rules of ASX and any other rules of ASX that apply while the company's Securities are subject to Official Quotation, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

Member means a person entered in the Register as a Member for the time being.

Official Quotation in respect of Securities, mean quotation of those Securities on the official list of ASX.

Register means the register of holders of Securities of the company kept in accordance with the Corporations Act.

representative, in relation to a body corporate, means a representative of the body corporate appointed under section 250D of the Corporations Act or a corresponding previous law.

restriction agreement means, in relation to a Security, any restriction agreement entered into by the Company under the Listing Rules in respect of that Security.

SCH Business Rules means the SCH business rules and any other rules of ASX Settlement and Transfer Corporation Pty Limited which apply while the company is an issuer of CHESS Approved Securities.

seal means any common seal, duplicate seal, Security seal or certificate seal of the company.

Securities includes shares, units of Securities, rights to Securities, options to acquire Securities, instalment receipts and other securities with rights of conversion to equity in the capital of the company.

transmission event means:

$(1)$ in respect of a Member who is an individual:
the death of the Member: $(A)$
(B) the bankruptcy of the Member; or
$(C)$ the Member becoming of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health; and
$(2)$ in respect of a Member who is a body corporate, the dissolution of the Member or the succession by another body corporate to the assets and liabilities of the Member.
$(b)$ A reference in a rule:
to a partly paid Security is a reference to a Security on which there is an $(1)$ amount unpaid;
$(2)$ relating to partly paid Securities to a call or an amount called in respect of a Security includes a reference to a sum that, by the terms of issue of a Security, becomes payable on issue or at a fixed date; and
$(3)$ in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position for the time being
$\left( c\right)$ A Member is to be taken to be present at a general meeting if the Member is present in person or by proxy, attorney or representative.
$(d)$ A director is to be taken to be present at a meeting of directors if the director is present in person or by alternate director.
$(e)$ Where in this constitution a period of time dating from a given day, act or event is specified or allowed for any purpose, the time is reckoned exclusive of that day or of the day on which the act or event occurred but inclusive of the day on which that period expires.
$(f)$ Unless the contrary intention appears in this constitution,
$(1)$ words importing the singular include the plural and vice versa;
$(2)$ words importing a gender include all genders;
$(3)$ words used to denote persons generally or importing a natural person include any bodies corporate;
$(4)$ a reference to a person includes that person's successors and legal personal representatives;
$(5)$ a reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
$(6)$ a reference to the Listing Rules or the SCH Business Rules includes any variation, consolidation or replacement of those rules and is to be taken to be subject to any waiver or exemption granted to the company from compliance with those rules; and
$(7)$ where a word or phrase is defined, cognate words or phrases have corresponding meanings.
$(g)$ In this constitution headings and boldings are for convenience only and do not affect its interpretation.

$1.2$ Application of the Corporations Act, Listing Rules and SCH Business Rules

$(a)$ This constitution is to be interpreted subject to:
$(1)$ the Corporations Act;
$(2)$ the Listing Rules, while the company's Securities are subject to Official Ouotation; and
$(3)$ the SCH Business Rules, while the company is an issuer of CHESS Approved Securities.
(b) The replaceable rules contained in the Corporations Act do not apply to the company and are replaced by the Rules set out in this Constitution.
$(c)$ While the company's Securities are subject to Official Quotation, the following provisions apply:
despite anything contained in this constitution, if the Listing Rules prohibit $(1)$ an act being done, the act must 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 taken not to contain that provision; and
$(6)$ if any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is taken not to contain that provision to the extent of the inconsistency.
$(d)$ While the company's Securities are subject to Official Quotation, the company and the directors must comply with the obligations respectively imposed on them under the Listing Rules and the SCH Business Rules. This obligation does not detract from or alter the power of the company and the directors to cause the company to cease to be a listed company.
Unless the contrary intention appears, an expression in a rule that deals with a $(e)$ matter dealt with by a Part or Division of the Corporations Act or a rule contained

in the Listing Rules or the SCH Business Rules has the same meaning as in that Part, Division or rule as applicable.

$(f)$ Subject to rule $1.2(e)$ , unless the contrary intention appears, an expression in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

$\mathbf{2}$ No liability company

$2.1$ Share capital

The company has a share capital.

$2.2$ Objects of the company

The company's sole objects are mining purposes. The company must not engage in activities that are outside its objects.

$2.3$ Liability of members

The acceptance by a person of a share in the company, whether by issue or transfer, does not constitute a contract by the person to pay calls in respect of the share or to make any contribution to the debts or liabilities of the company.

3 Capital

$3.1$ Securities

Without prejudice to any special rights conferred on the holders of any Securities $(a)$ in the company but subject to this constitution and, while the company's Securities are subject to Official Quotation, the Listing Rules, the directors may issue or grant options in respect of, or otherwise dispose of, Securities in the Company to such persons, for such price, on such conditions, at such times and with such preferred, deferred or other special rights or special restrictions, whether with regard to dividend, voting, return of capital, participation in the property of the company on a winding up or otherwise, as the directors think fit.
$(b)$ In particular, the directors may differentiate between the holders of partly paid Securities as to the amount of calls to be paid and the time for payment.
$(c)$ The acceptance of a share in the company, whether by issue or transfer, does not constitute a contract on the part of the person accepting it to pay any calls in respect of the share or any contribution to the debts and liabilities of the company and such a person is not liable to be sued for any calls or contributions.

$3.2$ Preference Securities

The company may issue preference Securities including preference Securities (a) which are, or at the option of the company are, liable to be redeemed.
(b) Each preference Security confers on the holder a right to receive a preferential dividend at the rate, on the basis and on the terms as to redemption (if redeemable) decided by the directors under the terms of issue.
In addition to the preferential dividend, each preference Security may participate $(c)$ with the ordinary Securities in profits if and to the extent the directors decide under the terms of issue.
$(d)$ The preferential dividend may be cumulative if and to the extent the directors decide under the terms of issue.
$(e)$ Each preference Security confers on its holder the right, in priority to the payment of any dividend on any other class of Securities:
$(1)$ to the preferential dividend;
$(2)$ the amount of any dividend accrued but unpaid on the Security at the date of winding up or date of redemption; and
$(3)$ any amount paid on the Security.
$(f)$ A preference Security does not confer on its holder any right to participate in the profits or property of the company except as set out in rule $3.2(e)$ .
$(g)$ To the extent the directors decide under the terms of issue, a preference Security may confer a right to a bonus issue or capitalisation of profits in favour of holders of those Securities only.
The holder of a preference Security has the same right as the holder of an ordinary (h) Security to receive notice of and to attend a general meeting and to receive a copy of any documents to be laid before that meeting.
The rights attaching to the preference Securities may only be varied or abrogated $(i)$ in accordance with rule 3.4.
$(i)$ A preference Security does not entitle its holder to vote at any general meeting of the company except in the following circumstances:
$(1)$ on a proposal:
- to reduce the Security capital of the company; $(A)$
- (B) that affects rights attached to the Security;
- to wind up the company; or $(C)$
- for the disposal of the whole of the property, business and $(D)$ undertaking of the company;
$(2)$ on a resolution to approve the terms of a buy back agreement;
$(3)$ during a period in which a dividend or part of a dividend on the Security is in arrears; or
$(4)$ during the winding up of the company.
The holder of a preference Security who is entitled to vote in respect of that $(k)$ Security under rule $3.2(i)$ is, on a poll, entitled to the number of votes specified in, or determined in accordance with, the certificate for the Security.
$(1)$ The issue of any Securities which rank in priority to the preference Securities in any respect shall be deemed to be a variation or abrogation of the rights of the preference Securities but the issue of any Securities ranking equally with the preference Securities shall be deemed not to be variation or abrogation of any of the rights of the preference Securities if those Securities may not be redeemed until all the existing preference Securities have been redeemed or converted.

The rights conferred on the holders of the Securities of any class issued with $(m)$ preferred or other rights shall unless otherwise expressly provided by the term of issue of the Securities of that class be deemed not to be varied or abrogated by the creation or issue of further Securities ranking equally with those Securities.

$3.3$ Power to pay brokerage, commission and interest on Security capital

$(a)$ The company may make payments by way of brokerage or commission in the manner provided by the Corporations Act.
$(b)$ Payments by way of brokerage or commission may be satisfied by the payment of cash, by the issue of fully paid Securities, by the issue of partly paid Securities or by any combination of the above.
$\left( c\right)$ The company may pay interest on its Security capital in the manner provided by the Corporations Act.

Modification of Class Rights $3.4$

If at any time the capital is divided into different classes of Securities, the rights $(a)$ attached to any class of Securities may, unless otherwise provided by their terms of issue, be varied:
$(1)$ with the written consent of the holders of 75% of the Securities of the class: or
with the sanction of a special resolution passed at a separate meeting of the $(2)$ holders of Securities of the class.
(b) The provisions of the Constitution relating to general meetings apply, with necessary changes, to separate class meetings as if they were general meetings so far as they are capable of application (the necessary changes being made) to every class meeting under rule $3.4(a)$ .

Holders of Securities $3.5$

Except as otherwise required by law or provided by this constitution, the company $(a)$ is entitled to treat the registered holder of a Security as the absolute owner of that Security and is not:
$(1)$ compelled in any way to recognise a person as holding a Security upon any trust, even if the company has notice of that trust; or
$(2)$ compelled in any way to recognise, or bound by, any equitable, contingent, future or partial claim to or interest in a Security on the part of any other person except an absolute right of ownership in the registered holder, even if the company has notice of that claim or interest.
$(b)$ If more than 3 persons are entered on the Register as holders of any Securities (or request is made to register more than 3 persons) only the first 3 persons so registered will be regarded as the holders of those Securities, and all other names will be disregarded by the Company for all purposes.
$\left( c\right)$ In the case of the death of a Member, the legal personal representatives of the deceased, where the deceased is a sole holder, shall be the only persons recognised by the Company as having any title to the Securities held by that

Member, and for this purpose the directors may require reasonable evidence of debt.

$3.6$ Joint holders

Where 2 or more persons are registered as the holders of a Security, they:

hold that Security as joint tenants with rights of survivorship, subject to the $(a)$ provisions of this constitution as to joint holdings;
$(b)$ and their respective legal personal representatives shall be deemed to be jointly and severally liable to pay all calls, interest or other amounts payable in respect of the Security:
subject to rule 3.6(b), on the death of any one of them, the survivor or survivors $\left( c\right)$ are the only person or persons whom the company shall be required to recognise as having title to the Security, and for this purpose the director s may require reasonable evidence of death; and
$(d)$ any one of them may give effectual receipts for any dividend, interest or other amounts payable in respect of the Security.

$3.7$ Certificates

$(a)$ If the company participates in a computerised or electronic Security transfer system conducted in accordance with the Listing Rules, the company is not required to issue Certificates for the Securities held by a Member and may cancel a Certificate without issuing a Certificate in lieu where the non issue of a Certificate is permitted by the Listing Rules or the SCH Business Rules.
Where Securities are not subject to CHESS a Certificate for the Securities shall be $(b)$ issued in accordance with the provisions of the Corporations Act, this constitution and the Listing Rules.
Where the company has determined not to issue Certificates or to cancel existing $\left( \mathrm{c}\right)$ Certificates, a Member shall have the right to receive such statements of the holders of Members as are required to be distributed to a Member under the Corporations Act or the Listing Rules.

Restricted securities $3.8$

Despite any other provision of this constitution:

$(a)$ restricted securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or the ASX;
the company will refuse to acknowledge a disposal (including registering a (b) transfer) of restricted securities during the escrow period except as permitted by the Listing Rules or the ASX; and
$(c)$ during a breach of the Listing Rules relating to restricted securities, or a breach of a restriction agreement, the holder of restricted securities is not entitled to any dividend or distribution, or voting rights, in respect of the restricted securities.

4.1 Calls

Subject to section 254P of the Corporations Act, this constitution and to the terms $(a)$ upon which any Securities may be issued, the directors may make calls upon the Members in respect of any money unpaid on their Securities which is not by the terms of issue of those Securities made payable at fixed times.
While the company's Securities are subject to Official Quotation, calls must be $(b)$ made in accordance with the Listing Rules and the timetables set out in the Listing Rules.
$(c)$ Calls may be made payable by instalments.
Upon receiving at least 10 business days' notice specifying the time and place of $(d)$ payment, each Member must pay to the company by the time and at the place so specified the amount called on the Member's Securities.
A call is to be taken as being made when the resolution of the directors $(e)$ authorising the call was passed.
Subject to the Listing Rules, the directors may revoke or postpone a call or extend $(f)$ the time for payment of a call.
The non-receipt of a notice of a call by, or the accidental omission to give notice $(g)$ of a call to any Member does not invalidate the call.
(h) Any sum unpaid on a Security that, by the terms of issue of the Security, becomes payable on issue or at a fixed date:
$(1)$ is to be treated for the purposes of this constitution as if that sum was payable pursuant to a call duly made and notified; and
must be paid on the date on which it is payable under the terms of issue of $(2)$ the Security.
The directors may, to the extent permitted by law, waive or compromise all or any $(i)$ part of any payment due to the company under the terms of issue of a Security or under this rule 4.1.

Recovery of calls $4.2$

$(a)$ In an action or other proceedings for the recovery of a call, or interest or costs or expenses incurred in relation to the non-payment or late payment of a call, proof that:
$(1)$ the name of the defendant is entered in the register as the holder or 1 of the holders of the Security in respect of which the call is claimed;
$(2)$ the resolution making the call is recorded in the minute book; and
notice of the call was given to the defendant in accordance with this $(3)$ constitution.

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

In rule $4.2(a)$ , "defendant" includes a person against whom a set-off or (b) counter-claim is alleged by the company and "action or other proceedings for the recovery of a call" is to be construed accordingly.

Payments in advance of calls 4.3

$(a)$ The directors may accept from a Member the whole or a part of the amount unpaid on a Security although no part of that amount has been called.
$(b)$ The directors may authorise payment by the company of interest upon the whole or any part of an amount accepted under rule $4.3(a)$ , until the amount becomes payable, at a rate agreed between the directors and the Member paying the amount.
$\left( c\right)$ The directors may repay to a Member all or any of the amount accepted under rule $4.3(a)$ .

4.4 Forfeiture of partly paid Securities

While the company's Securities are subject to Official Quotation, the directors $(a)$ must comply with the Listing Rules in respect of any forfeited shares.
$(b)$ At any sale by auction under section 254Q of the Corporations Law, a share forfeited for non-payment of any call may, if the directors so determine, be offered for sale and credited as paid up to the sum of:
$(1)$ the amount paid up at the time of the forfeiture;
$(2)$ the amount of the call; and
$(3)$ the amount of any other call or calls becoming payable on or before the date of sale.

4.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

in respect of Securities held solely or jointly by a Member; (a)
(b) in respect of a transfer or transmission of Securities by a Member;
$\left( \mathrm{c}\right)$ in respect of dividends, bonuses or other money due or payable or which may become due and payable to a Member; or
$(d)$ otherwise for or on account of or in respect of a Member,

whether as a consequence of any act or thing (including, without limitation, the death of the Member or the non-payment of any tax) then, in addition to any right or remedy that law may confer on the company:

$(e)$ the Member or, if the Member is dead, the Member's legal personal representative must:
$(1)$ fully indemnify the company against that liability;
$(2)$ reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and
$(3)$ pay interest on so much of the amount payable to the company under rule $4.5(e)(2)$ as is unpaid from time to time, from the date the company makes

a payment under that law until the date the company is reimbursed in full for that payment, at a rate determined under rule $4.9$ ;

$(f)$ the directors may:
$(1)$ exempt a Security from all or any part of this rule; and
$(2)$ waive or compromise all or any part of any payment due to the company under this rule

Surrender of Securities 4.6

The directors may accept a surrender of a Security by way of compromise of any (a) claim as to whether or not that Security has been validly issued or in any other case where the surrender is within the powers of the company.
(b) Any Security so surrendered may be sold, reissued or otherwise disposed in the same manner as a forfeited Security.

Distribution of profits 5

$5.1$ Dividends

$(a)$ The directors may pay any interim and final dividends as, in their judgment, the financial position of the company justifies.
(b) The directors may pay any dividend required to be paid under the terms of issue of a Security.
$\left( c\right)$ The payment of a dividend does not require any confirmation by a general meeting.
Subject to any rights or restrictions attached to any Securities or class of $(d)$ Securities:
$(1)$ all dividends in respect of Securities must be paid to the Members in proportion to the number of Securities held by a Member irrespective of the amounts paid or credited as paid on the shares; and
$(2)$ interest is not payable by the company in respect of any dividend.
$(e)$ 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 5.3.
A dividend in respect of a Security must be paid to the person who is registered, $(f)$ or entitled under rule 5.1(e) to be registered, as the holder of the Security:
$(1)$ where the directors have fixed a record date in respect of the dividend, on that date; or
$(2)$ where the directors have not fixed a record date in respect of that dividend, on the date fixed for payment of the dividend,

and a transfer of a Security that is not registered, or left with the company for registration in accordance with rules $6.1(d)$ and (e), on or before that date is not effective, as against the company, to pass any right to the dividend.

$\left( \mathbf{g} \right)$ The directors when determining a dividend is payable may direct:

$(1)$ payment of the dividend wholly or partly by the distribution of specific assets, including paid-up Securities or other securities of the company or of another body corporate, either generally or to specific Members; and
$(2)$ that the dividend be paid to particular Members wholly or partly out of any particular fund or reserve or out of profits derived from any particular source and to the remaining Members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.
The company may deduct from any dividend payable to a Member all sums of $(h)$ money presently payable by the Member to the company for calls due and payable which have not been paid and apply the amount deducted in or towards satisfaction of the money owing.
$(i)$ Where a person is entitled to a Security as a result of a transmission event, the directors may, but are not obliged to, retain any dividends payable in respect of that Security until that person becomes registered as the holder of the Security or transfers it.
$(i)$ Without prejudice to any other method of payment the directors may adopt, any dividend, interest or other money payable in cash in respect of Securities may be paid by cheque and sent by post:
$(1)$ to the address of the holder as shown in the register of Members, or in the case of joint holders, to the address shown in the register of Members as the address of the joint holder first named in that register; or
to such other address as the holder or joint holders in writing directs or $(2)$ direct.
$(k)$ A cheque sent under rule $5.1(j)$ may be made payable to bearer or to the order of the Member to whom it is sent or such other person as the Member may direct and is sent at the Member's risk.

$5.2$ Capitalisation of profits

$(a)$ Subject to any rights or restrictions attached to any Securities or class of Securities, the directors may capitalise and distribute among such of the Members as would be entitled to receive dividends and in the same proportions, any amount:
forming part of the undivided profits of the company; $(1)$
$(2)$ representing profits arising from an ascertained accretion to capital or from 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 Securities in or other securities of the company to be issued to Members:
$(2)$ in paying up any amounts unpaid on Securities in or other securities of the company held by the Members; or

$(3)$ partly as specified in rule $5.1(b)(1)$ and partly as specified in rule $5.2(b)(2)$ ,

and such an application must be accepted by the Members entitled to Security in the distribution in full satisfaction of their interests in the capitalised amount.

$\left( \text{c} \right)$ Rules $5.1(d)$ , (e), (f) and (g) apply, mutatis mutandis, to a capitalisation of an amount under this rule 5.2 as if references in those rules to a dividend and to the date a dividend is fixed for payment were references to a capitalisation of an amount and to the date the directors resolve to capitalise the amount under this rule 5.2 respectively.

5.3 Ancillary powers

$(a)$ For the purpose of giving effect to any resolution for the satisfaction of a dividend in the manner set out in rule $5.1(g)(1)$ or by the capitalisation of any amount under rule 5.2, the directors may:
$(1)$ settle as they think expedient any difficulty that may arise in making the distribution or capitalisation:
fix the value for distribution of any specific assets; $(2)$
$(3)$ pay cash or issue Securities to any Members in order to adjust the rights of all parties:
$(4)$ vest any such specific assets, cash or Securities in any trustee upon such trusts for the persons entitled to the dividend or capitalised amount as may seem expedient to the directors; and
$(5)$ authorise any person to make, on behalf of all the Members entitled to any further Securities as a result of the distribution or capitalisation, an agreement with the company or another body corporate providing, as appropriate:
- for the issue to them of such further Securities credited as fully $(A)$ paid up; or
- (B) for the payment by the company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Securities by the application of their respective proportions of the sum resolved to be capitalised,

and any agreement made under an authority referred to in this rule $5.3(a)(5)$ is effective and binding on all Members concerned.

If the company distributes to Members (either generally or to specific Members) (b) 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.

5.4 Reserves

$(a)$ Subject to this constitution, the directors may set aside out of the profits of the company such reserves or provisions for such purposes as they think fit.

The directors may appropriate to the profits of the company any amount (b) previously set aside as a reserve or provision.
$\left( c\right)$ The setting aside of any amount as a reserve or provision does not require the directors to keep the amount separate from the other assets of the company or prevent the amount being used in the business of the company or being invested in such investments as the directors think fit.

Carry forward of profits 5.5

The directors may carry forward so 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.

5.6 Dividend reinvestment plans

The directors may:

$(a)$ implement a dividend reinvestment plan on such terms as they think fit under which the whole or any part of any dividend due to Members who participate in the plan on their Securities or any class of Securities may be applied in subscribing for Securities of the company or of a related body corporate; and
$(b)$ amend, suspend or terminate any dividend reinvestment plan implemented by them.

$5.7$ Dividend selection plans

The directors may:

implement a dividend selection plan on such terms as they think fit under which $(a)$ participants may elect:
$(1)$ to receive a dividend from the company paid wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; or
$(2)$ to forego a dividend from the company in place of some other form of distribution from the company or another body corporate or a trust; and
(b) amend, suspend or terminate any dividend selection plan implemented by them.

5.8 Unclaimed dividends

Subject to the provisions of the Corporations Act and any other relevant legislation, all dividends unclaimed may be invested or otherwise made use of by the Directors for the benefit of the company until claimed.

Transfer and transmission of Securities 6

$6.1$ Transfer of Securities

Subject to this constitution and to the rights or restrictions attached to any $(a)$ Securities or class of Securities, a Member may transfer all or any of the Member's Securities by:
a proper SCH transfer; or $(1)$
$(2)$ an instrument in writing in any usual form or in any other form that the directors approve.
$(b)$ A transferor of Securities remains the holder of the Securities transferred until the transfer is:
effected in accordance with the SCH Business Rules; or $(1)$
$(2)$ registered and the name of the transferee is entered in the Register in respect of those Securities.
$(c)$ The company must not charge a fee for the registration of a transfer of Securities.
$(d)$ An instrument of transfer referred to in rule 6.1(a) must:
$(1)$ be signed by or on behalf of both the transferor and the transferee unless:
- $(A)$ the instrument of transfer relates only to fully paid Securities and signature by the transferee has been dispensed with by the directors: or
- (B) the transfer of the Securities is effected by a document which is, or documents which together are, a proper transfer of those Securities under the Corporations Act;
$(2)$ if required by law to be stamped, be duly stamped;
be left for registration at the registered office of the company, or at such $(3)$ other place as the directors determine, accompanied by such evidence as the directors may require to prove the title of the transferor or the transferor's right to the Securities (including, in the case of a certificated holding, the certificate for the Securities) and to prove the right of the transferee to be registered as the owner of the Securities.
$(e)$ Subject to the powers vested in the directors under rules 6.2 and 6.3, where the company receives an instrument of transfer under rule $6.1(d)$ , the company must register the transferee named in the instrument as the holder of the Securities to which it relates.
$(f)$ The company may retain any registered instrument of transfer received by the company under rule $6.1(d)$ for such period as the directors think fit.
Except in the case of fraud, the company must return any instrument of transfer $(g)$ received under rule 6.1(d) which the directors decline to register to the person who deposited it with the company.
(h) The directors may do anything that is necessary or desirable for the company to participate in any computerised, electronic or other system for facilitating the transfer of Securities that may be owned, operated or sponsored by the ASX or a related body corporate of the ASX.
$(i)$ The directors may, to the extent permitted by law, waive all or any of the requirements of this rule 6.1, whether for the purpose of giving effect to rule $6.1(h)$ or otherwise.

$6.2$ Power to decline registration of transfers

$(a)$ If permitted by the Listing Rules, the Directors may:

$(1)$ request SCH to apply a holding lock to prevent transfer of CHESS Approved Securities registered on the CHESS subregister;
$(2)$ decline to register a transfer of Securities in the Company.
$(b)$ The directors shall:
$(1)$ request SCH to apply a holding lock to prevent transfer of CHESS Approved Securities registered on the CHESS subregister;
$(2)$ decline to register any transfer of other Securities;
if:
$(3)$ the Listing Rules require the Company to do so; or
$(4)$ the transfer is in breach of the Listing Rules or a Restriction Agreement.
$\left( c\right)$ If in the exercise of their rights under rule $6.2(a)$ and $6.2(b)$ , the directors request application of a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register a transfer of a Security they shall give written notice to the holder of the Security and the broker lodging the transfer, if any, of the refusal to transfer. However, failure to give a notice under this clause does not invalidate the decision of the directors.

$6.3$ Non-interference

Subject to rule 6.2, the company may not prevent, delay or interfere with the generation of a proper SCH transfer or the registration of a paper-based transfer of Securities in registrable form.

6.4 Transmission of Securities

In the case of the death of a Member, the only persons the company will recognise $(a)$ as having any title to the Member's Securities or any benefits accruing in respect of those Securities are:
$(1)$ the legal personal representative of the deceased where the deceased was a sole holder; and
the survivor or survivors where the deceased was a joint holder. $(2)$
(b) Nothing contained in rule $6.4(a)$ releases the estate of a deceased Member from any liability in respect of a Security, whether that Security was held by the deceased solely or jointly with other persons.
$(c)$ A person who becomes entitled to a Security as a result of a transmission event may, upon producing such evidence as the directors may require to prove that person's entitlement to the Security (including, in the case of a certificated holding, the certificate for the Security), elect:
$(1)$ to be registered as the holder of the Security by signing and serving on the company a notice in writing stating that election; or
to have some other person nominated by that person registered as the $(2)$ transferee of the Security by executing a transfer of the Security to that other person.
$(d)$ The provisions of this constitution relating to the right to transfer, and the registration of transfers of, Securities apply, so far as they can and with such

changes as are necessary, to any transfer under rule $6.4(c)(2)$ as if the relevant transmission event had not occurred and the transfer were signed by the registered holder of the Security.

$(e)$ For the purpose of this constitution, where 2 or more persons are jointly entitled to any Security in consequence of a transmission event they will, upon being registered as the holders of the Security, be taken to hold the Security as joint tenants and rule 3.6 will apply to them.
$($ f) Despite rule $6.4(a)$ , the directors may register a transfer of Securities signed by a Member before a transmission event even though the company has notice of the transmission event.
The provisions of this rule 6.4 are subject to any provisions of the SCH Business $(g)$ Rules that deal with notification of transmission on death or by operation of law.

$6.5$ Participation in electronic systems

The directors may do anything they consider necessary or desirable permitted $(a)$ under the Corporations Act and the Listing Rules to facilitate the participation by the Company in any computerised or electronic system established or recognised by the Corporations Act or the Listing Rules for the purposes of facilitating dealings in Securities.
The Company shall, notwithstanding anything to the contrary in this constitution, $(b)$ comply with the SCH Business Rules in relation to any of its Securities which are CHESS Approved Securities.

$6.6$ Closure of transfer books and Register

Subject to the Corporations Act and the Listing Rules, the transfer books and the Register may be closed during such time (not exceeding in aggregate 30 business days in each year) as the directors determine.

7 Approval of proportional takeover bids

$7.1$ Definitions

In this rule 7:

$(a)$ approving resolution, in relation to a proportional takeover bid, means a resolution or ballot to approve the proportional takeover bid passed in accordance with rule $7.3$ ;
(b) proportional takeover bid means a takeover bid that is made or purports to be made under section $618(1)(b)$ of the Corporations Act in respect of securities included in a class of securities in the company;
$(c)$ relevant class, in relation to a proportional takeover bid, means the class of securities in the company in respect of which offers are made under the proportional takeover bid; and
$(d)$ 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.

$7.2$ Transfers not to be registered

Despite rules $6.1(e)$ and $6.2$ , a transfer giving effect to a contract resulting from the acceptance of an offer made under a proportional takeover bid must not be registered unless and until an approving resolution to approve the proportional takeover bid has been passed or is taken to have been passed in accordance with rule 7.3.

$7.3$ Resolution

$(a)$ Where offers have been made under a proportional takeover bid, the directors must:
$(1)$ either:
- $(A)$ convene a meeting of the persons entitled to vote on the approving resolution for the purpose of considering and, if thought fit, passing a resolution to approve the proportional takeover bid; or
- (B) conduct a postal ballot of the persons entitled to vote on the approving resolution for the purpose of considering approval of the proportional takeover bid; and
$(2)$ ensure that such a resolution is voted on, or postal ballot is conducted, in accordance with this rule 7.3.

before the approving resolution deadline.

(b) The provisions of this constitution relating to general meetings apply, so far as they can and with such changes as are necessary, to a meeting that is convened pursuant to rule $7.3(a)$ .
$\left( \text{c} \right)$ The bidder under a proportional takeover bid and any associates of the bidder are not entitled to vote on the approving resolution and if they do vote, their votes must not be counted.
$(d)$ If the directors determine that the approving resolution may be voted on by means of a postal ballot:
$(1)$ the directors must dispatch to eligible Members a notice proposing the approving resolution (that must specify a date (being not less than 18 days before the end of the period during which offers under the bid remain open) for return of the ballot paper), a ballot paper for the purpose of voting on the approving resolution, a statement setting out the details of the bid and a memorandum explaining the voting procedure;
$(2)$ a vote recorded on a ballot paper will not be counted for the purposes of determining whether or not the approving resolution is passed, unless the ballot paper is:
- $(A)$ correctly signed by the eligible Member; and
- (B) received by the date specified for the return of the ballot paper in the relevant notice; and
no later than the business day following the date specified for return of $(3)$ ballot papers the directors must:
- cause the ballot papers to be counted in accordance with rule $(A)$ $7.3(d)(2)$ ;
(B) determine whether the approving resolution has been passed or rejected; and
$(C)$ on completion of counting, disclose the results of the ballot paper.

and the approving resolution shall be deemed to have been voted on on the date of the declaration.

$(e)$ Subject to rule $7.3(c)$ , a person who, as at the end of the day on which the first offer under the proportional takeover bid was made, held securities of the relevant class is entitled to vote on the approving resolution relating to the proportional takeover bid and, for the purposes of so voting, is entitled to 1 vote for each such security held at that time.
$(f)$ An approving resolution is to be taken as passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one half, and otherwise is to be taken to have been rejected.
$\left( \mathbf{g} \right)$ If an approving resolution has not been voted on in accordance with this rule 7.3 before the approving resolution deadline, an approving resolution will be taken to have been passed in accordance with this rule 7.3 on the approving resolution deadline.
If an approving resolution is voted on in accordance with this rule before the (h) approving resolution deadline, and is rejected:
$(1)$ despite section 652A of the Corporations Act:
- $(A)$ all offers under the bid that have not been accepted; and
- (B) all offers under the bid that have been accepted, and from whose acceptance binding contracts have not resulted,

as at the approving resolution deadline, are taken to be withdrawn at the approving resolution deadline:

$(2)$ as soon as practicable after the approving resolution deadline, the bidder must return to each person who has accepted an offer referred to in rule $7.3(h)(1)(B)$ any documents that person sent the bidder with the acceptance of the offer;
$(3)$ the bidder:
$(A)$ is entitled to rescind; and
(B) must rescind as soon as practicable after the approving resolution deadline.

each binding takeover contract for the bid; and

$(4)$ a person who has accepted an offer made under the bid is entitled to rescind the takeover contract between such person and the bidder.

$7.4$ Sunset

Rules 7.1, 7.2 and 7.3, cease to have effect at the end of 3 years following the date of adoption or last renewal of this rule 6.

8 Unmarketable parcels

$8.1$ Definitions

In this rule 8:

$(a)$ marketable parcel means the number of Securities which in aggregate constitutes a marketable parcel of Securities within the meaning of the Listing Rules;
minority member means any Member who from time to time holds less than a (b) marketable parcel;
$(c)$ Notice means the notice given to minority members in accordance with rule 8.3.
$(d)$ Notice Date means the date the Notice sent by the company to a minority member advising that the company intends selling that minority member's Securities in the company on behalf of the minority member under this rule;
$(e)$ takeover means a takeover bid or a similar bid under a foreign regime.

Power to Sell Non-Marketable Parcels $8.2$

Subject to the Listing Rules, the company may and hereby is authorised to dispose (a) of the Security holdings of minority members in the manner prescribed by this rule. Subject to Rule 8.2, this Rule 8 may be invoked only once in any 12 month period.
(b) Rule $8.2(a)$ shall cease to have effect following the announcement of a takeover and begins to have effect once more after the close of the offers made under the takeover.

8.3 Notice

$(a)$ The company shall not sell the Securities of a minority member unless it has, not less than 42 prior to the sale, given a Notice in writing to the minority member of its intention to dispose of the minority member's Security holding.
$(b)$ Every minority member on whom a Notice has been served may by notice in writing addressed to the Secretary and delivered to the registered office of the Company within 42 days after the Notice Date request the Company to exempt the minority member's Security holding from this Rule, in which event the provisions of this Rule 8 shall not apply to such minority member.

8.4 Procedure

For the purposes of the sale of Securities under this rule, each minority member: $(a)$
$(1)$ appoints the company as the minority member's agent, to sell within a reasonable period after the period ending 42 days after the Notice Date all of the minority member's Securities in the ordinary course of trading on the stock market conducted by ASX acting in good faith and to receive the sale consideration on behalf of the minority member; and
$(2)$ appoints the company and each of its directors from time to time as the minority member's attorney in the name and on behalf of the minority member to effect all transfers and execute all deeds or other documents or instruments necessary to transfer the Securities from the minority member to the transferee.
(b) The transferee of Securities sold pursuant to this rule shall not be responsible for the regularity of proceedings or to the application of the purchase money in respect of the sale of a minority member's Securities and after the transferee's name has been entered in the Register in respect of such Securities, the validity of the sale or other disposal shall not be impeached by any person and the remedy of any person aggrieved by the sale or other disposal shall be in damages only and against the company exclusively. The company may issue to the transferee such certificates as may be required in order to vest title in the transferee. The title of the transferee to Securities sold pursuant to this rule shall not be affected by any irregularity or invalidity in connection with the sale or disposal of the Securities to the transferee.
$\left( c\right)$ If the relevant Securities are certificated, the company shall cancel the certificates of all minority members whose Securities are sold under this rule.
$(d)$ If all the Securities of two or more minority members to whom this rule applies are sold to one purchaser the transfer may be effected by one transfer document.

Sale Consideration 8.5

The company shall receive the consideration (if any) in respect of the sale or $(a)$ disposal of Securities pursuant to this rule. The proceeds of any sale or other disposal of Securities pursuant to this rule (the Sale Consideration) shall be paid to the minority member or as the minority member may direct. The company shall bear all costs as a result of the sale or disposal of Securities pursuant to this rule.
(b) Payment by the company of any consideration under this rule shall be at the risk of the minority member to whom it is sent.
$(c)$ The Sale Consideration so received by the company shall be paid into a bank account opened and maintained by the company for that purpose only.
$(d)$ The company shall hold the Sale Consideration so received in trust for a minority member whose Securities are sold pursuant to this rule pending distribution of the Sale Consideration. The company shall as soon as practicable after the sale of the Securities of a minority member, and to the extent that it may reasonably do so, distribute the Sale Consideration received to such minority member entitled to the Sale Consideration provided that the company has received any certificates issued to the minority member with respect to the Security or in the case of loss or destruction of any such certificate, the statement and undertaking prescribed by section $1070D(5)$ of the Corporations Act.
Where the Sale Consideration is held in trust by the company for a minority $(e)$ member under this paragraph and has been so held for not less than two years, the company shall pay the money in accordance with applicable legislative requirements.

8.6 Certificates

For the purposes of this rule, a certificate in writing under the hand of any two directors or of any one director and Secretary of the company that:

any notice required to be served by or on the company was or was not served, as $(a)$ the case may be;
any advertisement required to be published was published; and (b)

$\left( \text{c} \right)$ any resolution of directors required to be made was made,

shall, for the purpose of these rules, be sufficient evidence of the facts stated as against all persons claiming to be entitled to such Securities and to the right and title of the company to dispose of such Securities.

9 General meetings

$9.1$ Calling general meetings

$(a)$ The directors may, whenever they think fit, call and arrange to hold a general meeting.
$(b)$ A general meeting may be called and arranged to be held only as provided by this rule 9.1 or as provided by sections 249D, 249E, 249F and 249G of the Corporations Act.
$(c)$ The directors may, by notice to the ASX, while the company's Securities are subject to Official Quotation, change the venue for, postpone or cancel a general meeting unless the meeting is called and arranged to be held by the Members or the court under the Corporations Act. If a general meeting is called and arranged to be held under section 249D of the Corporations Act the directors may not postpone it beyond the date by which section 249D requires it to be held and may not cancel it without the consent of the requisitioning Member or Members.

$9.2$ Notice of general meetings

$(a)$ Subject to this constitution and to the rights or restrictions attached to any Securities or class of Securities, notice of a general meeting must be given within the time limits prescribed by the Corporations Act and in the manner authorised by rule 16.1 to each person who is at the date of the notice:
$(1)$ a Member:
$(2)$ a director; or
$(3)$ an auditor of the company.

and, while the company's Securities are subject to Official Quotation, to the ASX.

(b) A notice of a general meeting must:
$(1)$ specify the date, time and place of the meeting;
$(2)$ state the general nature of the business to be transacted at the meeting and any other matter that the Listing Rules require particular notice of, and
$(3)$ specify a place and fax number or electronic address for the receipt of proxy appointments.
$\left( c\right)$ It is not necessary for a notice of an AGM to state that the business to be transacted at the meeting includes the consideration of the annual financial report, directors' report and auditor's report, the election of directors, the appointment of the auditor or the fixing of the auditor's remuneration.
$(d)$ A person may waive notice of any general meeting by notice in writing to the company.
The non-receipt of notice of a general meeting or proxy form by, or a failure to $(e)$ give notice of a general meeting or a proxy form to, any person entitled to receive notice of a general meeting under this rule 9.2 does not invalidate any act, matter or thing done or resolution passed at the general meeting if:
$(1)$ the non-receipt or failure occurred by accident or error; or
$(2)$ before or after the meeting, the person:
- $(A)$ has waived or waives notice of that meeting under rule $9.2(d)$ ; or
- (B) has notified or notifies the company of the person's agreement to that act, matter, thing or resolution by notice in writing to the company.
$(f)$ A person's attendance at a general meeting:
$(1)$ waives any objection that person may have to a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and
$(2)$ waives any objection that person may have to the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting or in rule $9.2(c)$ , unless the person objects to considering the matter when it is presented.

9.3 Admission to general meetings

The chairperson of a general meeting may refuse admission to, or require to leave and remain out of, the meeting any person:

in possession of a pictorial-recording or sound-recording device; $(a)$
(b) in possession of a placard or banner;
$(c)$ in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption:
who refuses to produce or to permit examination of any article, or the contents of $(d)$ any article, in the person's possession;
who behaves or threatens to behave in a dangerous, offensive or disruptive (e) manner; or
$(f)$ who is not:
$(1)$ a Member or a proxy, attorney or representative of a Member;
$(2)$ a director; or
$(3)$ an auditor of the company.

9.4 Quorum at general meetings

(a) No business may be transacted at any general meeting, except the election of a chairperson and the adjournment of the meeting, unless a quorum of Members is present when the meeting proceeds to business.
(b) A quorum consists of:
if the number of Members entitled to vote is 2 or more 2 of those $(1)$ Members: or

$(2)$ if only 1 Member is entitled to vote - that Member,

present at the meeting.

$(c)$ If a quorum is not present within 30 minutes after the time appointed for a general meeting:
$(1)$ where the meeting was convened upon the requisition of Members, the meeting must be dissolved; or
$(2)$ in any other case:
- $(A)$ the meeting stands adjourned to such day, and at such time and place, as the directors determine or, if no determination is made by the directors, to the same day in the next week at the same time and place; and
- (B) if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

$9.5$ Chairperson of general meetings

The chairperson of directors must (if present within 15 minutes after the time $(a)$ appointed for the meeting and willing to act) preside as chairperson at each general meeting.
If at a general meeting: (b)
$(1)$ there is no chairperson of directors;
$(2)$ the chairperson of directors is not present within 15 minutes after the time appointed for the meeting; or
$(3)$ the chairperson of directors is present within that time but is not willing to act as chairperson of the meeting,

then if the directors have elected a deputy chairperson of directors, the deputy chairperson of directors must (if present within 15 minutes after the time appointed for the meeting and willing to act) preside as chairperson at the meeting.

$(c)$ Subject to rule $9.5(a)$ and $9.5(b)$ , if at a general meeting:
$(1)$ there is no deputy chairperson of directors;
$(2)$ the deputy chairperson of directors is not present within 15 minutes after the time appointed for the meeting; or
$(3)$ the deputy chairperson of directors is present within that time but is not willing to act as chairperson of the meeting;

the Members present must elect as chairperson of the meeting:

$(4)$ another director who is present and willing to act; or
$(5)$ if no other director willing to act is present at the meeting, a Member who is present and willing to act.

$9.6$ Conduct of general meetings

The chairperson of a general meeting is responsible for the general conduct of the $(a)$ meeting and for the procedures to be adopted at the meeting and may require the adoption of any procedures which are in his or her opinion necessary or desirable for:
$(1)$ proper and orderly debate or discussion, including limiting the time that a person present may speak on a motion or other item of business before the meeting; and
the proper and orderly casting or recording of votes at the general meeting, $(2)$ whether on a show of hands or on a poll, including the appointment of scrutineers.
$(b)$ The chairperson of a general meeting may at any time he or she considers it necessary or desirable for the proper and orderly conduct of the meeting:
$(1)$ terminate debate or discussion on any business, question, motion or resolution being considered by the meeting and require the business, question, motion or resolution to be put to a vote of the Members present; $\alpha$ r
$(2)$ allow debate or discussion on any business, question, motion or resolution being considered by the meeting to continue.
$(c)$ Subject to sections 250S and 250T of the Corporations Act, the chairperson of a general meeting may:
$(1)$ refuse to allow debate or discussion on any business, question, motion or resolution which is not within the business referred to in the notice of meeting or rule $9.2(c)$ ; and
$(2)$ refuse to allow any amendment to be moved to a resolution of which notice has been given under rule 9.2(b).
$(d)$ A decision by a chairperson under rule $9.6(a)$ , (b) or (c) is final.
$(e)$ The chairperson of a general meeting may at any time during the course of the meeting adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting.
If the chairperson exercises his or her right under rule $9.6(e)$ , it is in the $(f)$ chairperson's sole discretion whether to seek the approval of the Members present to the adjournment.
The chairperson's rights under rule $9.6(e)$ are exclusive and, unless otherwise $(g)$ required by the chairperson, no vote may be taken or demanded by the Members present in respect of any adjournment.
(h) No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
$(i)$ Where a meeting is adjourned, notice of the adjourned meeting must be given to the ASX while the company's Securities are subject to Official Quotation, but need not be given to any other person It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

Where a meeting is adjourned, the directors may, by notice to the ASX while the $(i)$ company's Securities are subject to Official Quotation, change the venue of, postpone or cancel the adjourned meeting unless the meeting was called and arranged to be held by the Members or the court under the Corporations Act. If a meeting is called and arranged to be held under section 249D of the Corporations Act the directors may not postpone it beyond the date by which section 249D requires it to be held and may not cancel it without the consent of the requisitioning Member or Members.

9.7 Decisions at general meetings

$(a)$ Except in the case of any resolution which as a matter of law requires a special majority, questions arising at a general meeting are to be decided by a majority of votes cast by the Members present at the meeting and any such decision is for all purposes a decision of the Members.
$(b)$ In the case of an equality of votes upon any proposed resolution the chairperson of the meeting, in addition to his or her deliberative vote, has a casting vote.
A resolution put to the vote of a general meeting must be decided on a show of $(c)$ hands unless a poll is demanded before the vote is taken or before or immediately after the declaration of the result of the show of hands:
$(1)$ by the chairperson of the meeting;
$(2)$ by at least 5 Members present and having the right to vote on the resolution; or
$(3)$ by a Member or Members present at the meeting and representing at least 5% of the total voting rights of all the Members having the right to vote on the resolution on a poll.
$(d)$ A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.
Unless a poll is duly demanded, a declaration by the chairperson of a general $(e)$ 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 in favour of or against the resolution.
$(f)$ If a poll is duly demanded at a general meeting, it will be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairperson of the meeting directs, and the result of the poll will be the resolution of the meeting at which the poll was demanded.
A poll cannot be demanded at a general meeting on the election of a chairperson $(g)$ of the meeting or the adjournment of a meeting.
$(h)$ The demand for a poll may be withdrawn.

$9.8$ Voting rights

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

$(1)$ on a show of hands, every Member present in person or by proxy, attorney or representative has 1 vote; and
$(2)$ on a poll, every Member present has:
$(A)$ 1 vote for each fully paid Security held by the Member and in respect of which the Member is entitled to vote; and
(B) a fraction of a vote for each partly paid Security held by the Member and in respect of which the Member is entitled to vote, equivalent to the proportion which the amount paid up (not credited) on the Security bears to the total amounts paid and payable (excluding amounts credited). Amounts paid or credited as paid in advance of a call are ignored when calculating the fraction.
(b) Where a person present at a general meeting represents personally or by proxy, attorney or representative more than 1 Member:
$(1)$ on a show of hands the person is entitled to 1 vote only despite the number of Members the person represents;
$(2)$ that vote will be taken as having been cast for all the Members the person represents; and
$(3)$ the person must not exercise that vote in a way which would contravene any directions given to the person in accordance with rule $9.9(g)$ in any instrument appointing the person as a proxy or attorney.
A joint holder may vote at any meeting in person or by proxy, attorney or $(c)$ representative as if that person was the sole holder. If more than 1 joint holder tenders a vote, the vote of the holder named first in the register must be accepted to the exclusion of the other or others.
$(d)$ The parent or guardian of an infant Member may vote at any general meeting upon such evidence being produced of the relationship or of the appointment of the guardian as the directors may require and any vote so tendered by a parent or guardian of an infant Member must be accepted to the exclusion of the vote of the infant Member.
$(e)$ A person entitled to a Security as a result of a transmission event may vote at any general meeting in respect of that Security in the same manner as if that person were the registered holder of the Security if, not less than 48 hours before the meeting (or such shorter time as the directors determine), the directors have:
$(1)$ admitted that person's right to vote at that meeting in respect of the Security; or
$(2)$ been satisfied of that person's right to be registered as the holder of, or to transfer, the Security under rule $6.4(c)$ ,

and any vote so tendered by such a person must be accepted to the exclusion of the vote of the registered holder of the Security.

$(f)$ Where a Member holds any Security upon which any call or other sum of money payable to the company has not been duly paid:
$(1)$ that Member is only entitled to be present at a general meeting and vote if other Securities are held by that Member upon which no money is then due and payable; and
$(2)$ upon a poll, that Member is not entitled to vote in respect of that Security but may vote in respect of any other Securities held upon which no money is then due and pavable.
$(g)$ Notwithstanding this rule, a Member will not be entitled to vote on any resolution, whether on a show of hands or on a poll, in respect of Securities which are restricted securities where there is a subsisting breach of any restriction agreement in respect of those Securities.
$(h)$ Notwithstanding anything contained in this constitution to the contrary:
$(1)$ a Member will not be entitled to vote; and
$(2)$ the company must disregard any vote purported to be cast by a Member,

on a particular resolution where such a vote is prohibited by the Corporations Act, Listing Rules, ASX or by an order of a court of law binding on the Member and the Company.

$(i)$ An objection to the qualification of a person to vote at a general meeting:
$(1)$ must be raised before or at the meeting at which the vote objected to is given or tendered; and
$(2)$ must be referred to the chairperson of the meeting, whose decision is final.
A vote not disallowed by the chairperson of a meeting under rule 9.8(i) is valid $(i)$ for all purposes.

9.9 Representation at general meetings

Subject to this constitution, each Member entitled to vote at a meeting of (a) Members may attend and vote:
$(1)$ in person or, where a Member is a body corporate, by its representative;
$(2)$ by proxy; or
$(3)$ by attorney.

If the Member may cast 2 or more votes at a meeting the Member may vote by 2 proxies or 2 attorneys.

(b) A proxy, attorney or representative may, but need not, be a Member of the company.
$\left( c\right)$ A proxy, attorney or representative may be appointed for all general meetings, or for any number of general meetings, or for a particular general meeting.
$(d)$ Unless otherwise provided in the appointment of a proxy, attorney or representative or in the Corporations Act, an appointment will be taken to confer authority:
$(1)$ to agree to a meeting being called by shorter notice than is required by the Corporations Act or by this constitution;
$(2)$ to speak to any proposed resolution on which the proxy, attorney or representative may vote;
$(3)$ to demand or join in demanding a poll on any resolution on which the proxy, attorney or representative may vote;
$(4)$ even though the instrument may refer to specific resolutions and may direct the proxy, attorney or representative how to vote on those resolutions:
$(A)$ to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion:
(B) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; and
to act generally at the meeting; and $(C)$
$(5)$ even though the instrument may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue, to attend and vote at the rescheduled or adjourned meeting or at the new venue.
The chairperson of a meeting may: $(e)$
permit a person claiming to be a representative to exercise his or her $(1)$ powers, 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 his or her powers on the condition that, if required by the company, he or she can produce evidence of the appointment within the time set by the chairperson.
$(f)$ Where a Member appoints 2 proxies or attorneys, the following rules apply:
each proxy or attorney, as the case may be, may exercise half of the $(1)$ Member's voting rights if the appointment does not specify a proportion or number of the Member's voting rights the proxy or attorney may exercise;
$(2)$ on a show of hands, neither proxy or attorney may vote; and
$(3)$ on a poll, each proxy or attorney may only exercise the voting rights the proxy or attorney represents.
An instrument appointing a proxy or attorney may direct the manner in which the $(g)$ proxy or attorney is to vote in respect of a particular resolution and, where an instrument so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the instrument.
An instrument appointing a proxy or attorney need not be in any particular form (h) provided it is in writing, legally valid and signed by the appointer or the appointer's attorney.
$(i)$ $(3)$ A proxy or attorney may not vote at a general meeting or adjourned meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received at the place and fax number or electronic address and before the time specified for that purpose in the notice calling the meeting.
$(2)$ The place may be the company's registered office or other place specified in the notice and the fax number may be the fax number at the company's registered office or other fax number specified in the notice.
$(3)$ The time may be a time before the time for holding the meeting and a time before the time for holding an adjourned meeting.
$(i)$ A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite:
$(1)$ a transmission event occurring in relation to the appointer; or
$(2)$ the revocation of the instrument or of the authority under which the instrument was executed,

if no notice in writing of the transmission event or revocation has been received by the company by the time and at 1 of the places at which the instrument appointing the proxy or attorney is required to be received under rule $9.9(i)$ .

$(k)$ A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite the transfer of the Security 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 $9.9(i)$ .
$(1)$ The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting but, if the appointer votes on any resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer's proxy or attorney on the resolution.
A proxy form issued by the company must provide for the appointer to appoint a $(m)$ proxy of the appointer's choice and may specify who is to be appointed as proxy if the appointer does not make a choice.

10 Directors

$10.1$ Appointment and removal of directors

The minimum number of directors is 3. The maximum number of directors is to $(a)$ be fixed by the directors, but must not be more than 12 unless the company in general meeting determines otherwise. The directors must not determine a maximum which is less than the number of directors in office at the time the determination takes effect.
(b) The directors in office on the date that this constitution was adopted by the company continue in office but on the terms and conditions set out in this constitution.
$(c)$ Subject to rules $10.1(a)$ and (1), the company may by resolution elect any natural person to be a director, either as an addition to the existing directors or as otherwise provided in this constitution.
$(d)$ Subject to rules $10.1(a)$ and (e), the directors may appoint any natural person to be a director, either as an addition to the existing directors or to fill a casual vacancy (including any casual vacancy arising where a director is removed from office under rule $10.1(j)(1)$ and no person is appointed in place of that director under rule $10.1(j)(2)$ .
At each AGM of the company: (e)
$(1)$ each director, other than a managing director, appointed under rule 10.1(d) since the last AGM; and
$(2)$ excluding any director referred to in rule $10.1(e)(1)$ and any managing director (or the first appointed managing director if there is more than one):
$(A)$ one-third of the remaining directors (rounded down, if necessary, to the nearest whole number); and
(B) any other director who, if he does not retire, will at the conclusion of the meeting have been in office for 3 or more years and for 3 or more AGMs since he or she was last elected to office,

must retire from office as directors; and

$(3)$ if no director is required to retire from office under rule $10.1(e)(2)$ , at least I director, excluding a managing director (or the first appointed managing director if there is more than one) who is required to retire at that meeting under rule $10.1(e)(1)$ , must retire from office as director.
$($ f) The director or directors who must retire at an AGM in accordance with rules $10.1(e)(2)(A)$ or $10.1(e)(3)$ (as the case may be) are those who have been longest in office since their last election but, as between persons who were last elected as directors on the same day, those to retire must be determined by agreement among themselves or, in the absence of agreement, by lot.
$\left( \mathbf{g} \right)$ Subject to rule 10.1(1), the company may by resolution fill the office vacated by a director under rule $10.1(e)$ by electing a person to that office.
A director retiring from office under rule 10.1(e) is eligible for re-election and if $(h)$ the office vacated by that director is not filled by a resolution of the company under rule $10.1(g)$ , that director (if offering himself or herself for re-election) is to be taken as having been re-elected to that office unless:
$(1)$ it is expressly resolved not to fill the vacated office; or
a resolution for the re-election of that director is put and lost. $(2)$
The retirement of a director from office under rule $10.1(e)$ and the re-election of $(i)$ the director or the election of another person to that office (as the case may be) takes effect at the conclusion of the meeting at which the retirement and re-election or election occur.
$(i)$ The company may:
$(1)$ by resolution in accordance with section 203D of the Corporations Act remove a director from office; and
$(2)$ subject to rule 10.1(1), by resolution fill the office vacated by a director who is removed under rule $10.1(i)(1)$ by electing another person to that office.
$(k)$ A person elected as a director under rule $10.1(j)(2)$ must retire under rule $10.1(e)$ on the same day that the director in whose place he or she was appointed would have had to retire under rule 10.1(e) if that director had not been removed from office under rule $10.1(i)(1)$ .
A person may only be elected to the office of a director at a general meeting if: $(1)$
$(1)$ he or she is a director retiring from office under rule $10.1(e)$ and standing for re-election at that meeting;
$(2)$ he or she has been nominated by the directors for election at that meeting;
$(3)$ if the person is a Member, he or she has at least 30 days before the meeting served on the company a notice signed by him or her signifying his or her desire to be a candidate for election at that meeting; or
$(4)$ whether or not the person is a Member, some Member intending to nominate him or her for election at that meeting has at least 30 days before the meeting served on the company a notice signed by the Member and signifying the Member's intention to nominate the person for election, which is accompanied by a notice signed by the person and signifying his or her consent to the nomination.

$10.2₁$ Vacation of office

In addition to the circumstances prescribed by the Corporations Act, 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 be dealt $(a)$ with in any way under the law relating to mental health;
becomes bankrupt or insolvent or makes any arrangement or composition with his (b) 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;
$(d)$ fails to attend meetings of the directors for more than 3 consecutive months without leave of absence from the directors: or
$(e)$ resigns by notice in writing to the company.

$10.3$ Remuneration of directors

(a) Each director is entitled to such remuneration out of the funds of the company as the directors determine, but the remuneration of non-executive directors may not exceed in aggregate in any financial year the amount fixed by the company in general meeting for that purpose.
(b) The remuneration of a director:
$(1)$ may be a stated salary or a fixed sum for attendance at each meeting of directors or both; or
may be a Security of a fixed sum determined by the company in general $(2)$ meeting to be the remuneration payable to all directors, which is to be divided between the directors in the proportions agreed between them or, failing agreement, equally,

and if it is a stated salary under rule $10.3(b)(1)$ or a share of a fixed sum under rule $10.3(b)(2)$ , will be taken to accrue from day to day.

$(c)$ The remuneration payable by the company to a director (other than a managing director, deputy managing director or executive director) must not include a commission on, or percentage of, profits or operating revenue.

$(d)$ In addition to his or her remuneration under rule $10.3(a)$ , a director is entitled to be paid all travelling and other expenses properly incurred by that director in connection with the affairs of the company, including attending and returning from general meetings of the company or meetings of the directors or of committees of the directors.
$(e)$ If a director renders or is called upon to perform extra services or to make any special exertions in connection with the affairs of the company, the directors may arrange for a special remuneration to be paid to that director, either in addition to or in substitution for that director's remuneration under rule $10.3(a)$ .
$(f)$ Nothing in rule $10.3(a)$ restricts the remuneration to which a director may be entitled as an officer of the company or of a related body corporate in a capacity other than director, which may be either in addition to or in substitution for that director's remuneration under rule $10.3(a)$ .
The directors may: $\left( \mathbf{g} \right)$
$(1)$ at any time after a director dies or otherwise ceases to hold office as a director, pay to the director or a legal personal representative, spouse, relative or dependant of the director, in addition to the remuneration of that director under rule $10.3(a)$ , a pension or lump sum payment in respect of past services rendered by that director; and
cause the company to enter into a contract with the director for the purpose $(2)$ of providing for or giving effect to such a payment.
$(h)$ The directors may establish or support, or assist in the establishment or support of, funds and trusts to provide pension, retirement, superannuation or similar payments or benefits to or in respect of the directors or former directors.

$10.4$ Director need not be a Member

A director is not required to hold any Securities in the company to qualify for (a) appointment.
A director is entitled to attend and speak at general meetings even though that (b) director is not a Member of the company.

Interested directors $10.5$

A director may hold any other office or place of profit (other than auditor) in the $(a)$ company or any related body corporate in conjunction with his or her directorship and may be appointed to that office or place upon such terms as to remuneration, tenure of office and otherwise as the directors think fit.
(b) A director of the company may be or become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the company or in which the company may be interested as a holder of a Security or otherwise and is not accountable to the company for any remuneration or other benefits received by the director as a director or officer of, or from having an interest in, that body corporate.
$(c)$ The directors may exercise the voting rights conferred by Securities in any body corporate held or owned by the company in such manner in all respects as the directors think fit (including voting in favour of any resolution appointing a director as a director or other officer of that body corporate or voting for the

payment of remuneration to the directors or other officers of that body corporate) and a director may, if permitted by law, vote in favour of the exercise of those voting rights notwithstanding that he or she is, or may be about to be appointed, a director or other officer of that other body corporate and, as such, interested in the exercise of those voting rights.

$(d)$ A director is not disqualified merely because of being a director from contracting with the company in any respect including, without limitation:
$(1)$ selling any property to, or purchasing any property from, the company;
$(2)$ lending any money to, or borrowing any money from, the company with or without interest and with or without security;
$(3)$ guaranteeing the repayment of any money borrowed by the company for a commission or profit;
$(4)$ underwriting or guaranteeing the subscription for securities in the company or in any related body corporate or any other body corporate promoted by the company or in which the company may be interested as a holder of Security or otherwise, for a commission or profit; or
$(5)$ being employed by the company or acting in any professional capacity (other than auditor) on behalf of the company.
$(e)$ No contract made by a director with the company and no contract or arrangement entered into by or on behalf of the company in which any director may be in any way interested is avoided or rendered voidable merely because of the director holding office as a director or because of the fiduciary obligations arising out of that office.
$(f)$ No director contracting with or being interested in any arrangement involving the company is liable to account to the company for any profit realised by or under any such contract or arrangement merely because of the director holding office as a director or because of the fiduciary obligations arising out of that office.
Subject to rule $10.5(h)$ , a director who is in any way interested in any contract or $(g)$ arrangement or proposed contract or arrangement may, despite that interest:
$(1)$ be counted in determining whether or not a quorum is present at any meeting of directors considering that contract or arrangement or proposed contract or arrangement;
$(2)$ vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement; and
$(3)$ sign any document relating to that contract or arrangement or proposed contract or arrangement the company may execute.
$(h)$ Rule $10.5(g)$ does not apply if, and to the extent that, it would be contrary to the Corporations Act or, while the company's Securities are subject to Official Ouotation, the Listing Rules.
$(i)$ 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 and any regulations made under this constitution will bind all directors.

$10.6$ Powers and duties of directors

$(a)$ The directors are responsible for managing the business of the company and may exercise to the exclusion of the company in general meeting all the powers of the company which are not required by the Corporations Act, this constitution or while the company's Securities are subject to Official Ouotation, the Listing Rules, to be exercised by the company in general meeting.
$(b)$ Without limiting the generality of rule $10.6(a)$ , the directors may exercise all the powers of the company to borrow or otherwise raise money, to charge any property or business of the company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.
$(c)$ The directors may determine how cheques, promissory notes, bankers drafts, bills of exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by or on behalf of the company.
$(d)$ The directors may pay out of the company's funds all expenses of the promotion, formation and registration of the company and the vesting in it of the assets acquired by it.
$(e)$ The directors may:
$(1)$ appoint or employ any person to be an officer, agent or attorney of the company for such purposes, with such powers, discretions and duties (including powers, discretions and duties vested in or exercisable by the directors), for such period and upon such conditions as they think fit;
$(2)$ authorise an officer, agent or attorney to delegate all or any of the powers, discretions and duties vested in the officer, agent or attorney; and
$(3)$ subject to any contract between the company and the relevant officer, agent or attorney, remove or dismiss any officer, agent or attorney of the company at any time, with or without cause.
A power of attorney may contain such provisions for the protection and $(f)$ convenience of the attorney or persons dealing with the attorney as the directors think fit.

Proceedings of directors $10.7$

$(a)$ The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.
The contemporaneous linking together by telephone or other electronic means of a (b) number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors and the rules relating to meetings of the directors apply, so far as they can and with such changes as are necessary, to meetings of the directors by telephone or other electronic means.
A director participating in a meeting by telephone or other electronic means is to $(c)$ be taken to be present in person at the meeting.
$(d)$ A meeting by telephone or other electronic means is to be taken to be held at the place determined by the chairperson of the meeting provided that at least 1 of the directors involved was at that place for the duration of the meeting.

$10.8$ Convening of meetings of directors

A director may, whenever the director thinks fit, convene a meeting of the $(a)$ directors.
$(b)$ A secretary must, on the requisition of a director, convene a meeting of the directors.

Notice of meetings of directors 10.9

$(a)$ Subject to this constitution, notice of a meeting of directors must be given to each person who is at the time of giving the notice:
$(1)$ a director, other than a director on leave of absence approved by the directors: or
an alternate director appointed under rule 10.14 by a director on leave of $(2)$ absence approved by the directors.
$(b)$ A notice of a meeting of directors:
must specify the time and place of the meeting; $(1)$
$(2)$ need not state the nature of the business to be transacted at the meeting;
$(3)$ may be given immediately before the meeting;
$(4)$ may be given in person or by post or by telephone, fax or other electronic means; and
$(5)$ will be taken to have been given to an alternate director if it is given to the director who appointed that alternate director.
A director or alternate director may waive notice of any meeting of directors by $\left( c\right)$ notifying the company to that effect in person or by post or by telephone, fax or other electronic means.
$(d)$ The non-receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, a director does not invalidate any act, matter or thing done or resolution passed at the meeting if:
$(1)$ the non-receipt or failure occurred by accident or error;
$(2)$ before or after the meeting, the director or an alternate director appointed by the director:
- $(A)$ has waived or waives notice of that meeting under rule $10.9(c)$ ; or
- (B) has notified or notifies the company of his or her agreement to that act, matter, thing or resolution personally or by post, or by telephone, fax or other electronic means; or
$(3)$ the director or an alternate director appointed by the director attended the meeting.
$(e)$ The non-receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, an alternate director of a director on leave of absence approved by the directors does not invalidate any act, matter or thing done or resolution passed at the meeting if:
$(1)$ the non-receipt or failure occurred by accident or error;
before or after the meeting, the alternate director or the director who $(2)$ appointed the alternate director:
$(A)$ has waived or waives notice of that meeting under rule $10.9(c)$ ; or
(B) has notified or notifies the company of his or her agreement to that act, matter, thing or resolution personally or by post, or by telephone, fax or other electronic means; or
$(3)$ the alternate director or the director who appointed the alternate director attended the meeting.
$(\text{f})$ Attendance by a person at a meeting of directors waives any objection that person and:
$(1)$ if the person is a director, any alternate director appointed by that person; or
$(2)$ if the person is an alternate director, the director who appointed that person as alternate director,

may have to a failure to give notice of the meeting.

10.10 Quorum at meetings of directors

No business may be transacted at a meeting of directors unless a quorum of $(a)$ directors is present at the time the business is dealt with.
$(b)$ A quorum consists of:
if the directors have fixed a number for the quorum, that number of $(1)$ directors: and
$(2)$ in any other case, 2 directors,

present at the meeting of directors.

$(c)$ If there is a vacancy in the office of a director then, subject to rule $10.10(d)$ , the remaining director or directors may act.
$(d)$ If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, the remaining director or directors must act as soon as possible:
$(1)$ to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or
$(2)$ to convene a general meeting of the company for that purpose,
- and, until that has happened, must only act if and to the extent that there is an emergency requiring them to act.

10.11 Chairperson and deputy chairperson of directors

The directors may elect 1 of the directors to the office of chairperson of directors (a) and may determine the period for which that director is to be chairperson of directors.

$(b)$ The directors may elect 1 of the directors to the office of deputy chairperson of directors and may determine the period for which that director is to be deputy chairperson of directors.
$\left( c\right)$ The office of chairperson of directors or deputy chairperson of directors may, if the directors so resolve, be treated as an extra service or special exertion performed by the director holding that office for the purposes of rule 10.3(e).
The chairperson of directors must (if present within 10 minutes after the time $(d)$ appointed for the holding of the meeting and willing to act) preside as chairperson at each meeting of directors.
$(e)$ If at a meeting of directors:
$(1)$ there is no chairperson of directors;
$(2)$ the chairperson of directors is not present within 10 minutes after the time appointed for the holding of the meeting; or
$(3)$ the chairperson of directors is present within that time but is not willing to act as chairperson of the meeting,

then if the directors have elected a deputy chairperson of directors, the deputy chairperson of directors must (if present within 10 minutes after the time appointed for the holding of the meeting and willing to act) preside as the chairperson of the meeting.

$(f)$ Subject to rules $10.11(d)$ and (e), if at a meeting of directors:
$(1)$ there is no deputy chairperson of directors;
$(2)$ the deputy chairperson of directors is not present within 10 minutes after the time appointed for the holding of the meeting; or
$(3)$ the deputy chairperson of directors is present within that time but is not willing to act as chairperson of the meeting,

the directors present must elect 1 of themselves to be chairperson of the meeting.

10.12 Decisions of directors

$(a)$ A meeting of directors at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the directors under this constitution.
(b) Questions arising at a meeting of directors are to be decided by a majority of votes cast by the directors present and any such decision is for all purposes a determination of the directors.
Subject to rule $10.12(d)$ , in the case of an equality of votes upon any proposed $\left( \text{c} \right)$ resolution the chairperson of the meeting, in addition to his or her deliberative vote, has a casting vote.
$(d)$ Where only 2 directors are present or qualified to vote at a meeting of directors and there is an equality of votes upon any proposed resolution:
$(1)$ the chairperson of the meeting will not have a second or casting vote; and
$(2)$ the proposed resolution is taken as having been lost.

10.13 Written resolutions

$(a)$ If:

$(1)$ 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 act, matter, thing or resolution in question on the grounds that he or she is not entitled at law to do so or has a conflict of interest: and
$(C)$ any director who the directors reasonably believe is not entitled at law to do the act, matter or thing or to vote on the resolution in question,

assent to a document containing a statement to the effect that an act, matter or thing has been done or resolution has been passed; and

$(2)$ the directors who assent to the document would have constituted a quorum at a meeting of directors held to consider that act, matter, thing or resolution.

then that act, matter, thing or resolution is to be taken as having been done at or passed by a meeting of the directors.

$(b)$ For the purposes of rule $10.13(a)$ :
$(1)$ the meeting is to be taken as having been held:
- $(A)$ if the directors assented to the document on the same day, on the day on which the document was assented to and at the time at which the document was last assented to by a director; or
- (B) if the directors assented to the document on different days, on the day on which, and at the time at which, the document was last assented to by a director;
$(2)$ 2 or more separate documents in identical terms each of which is assented to by 1 or more directors are to be taken as constituting 1 document; and
$(3)$ a director may signify assent to a document by signing the document or by notifying the company of the director's assent in person or by post, or by telephone, fax or other electronic means.
$\left( c\right)$ Where a director signifies assent to a document otherwise than by signing the document, the director must by way of confirmation sign the document at the next meeting of the directors attended by that director, but failure to do so does not invalidate the act, matter, thing or resolution to which the document relates.

10.14 Alternate directors

A director may, with the approval of the directors, appoint a person to be the (a) director's alternate director for such period as the director thinks fit.
An alternate director may, but need not, be a Member or a director of the (b) company.
One person may act as alternate director to more than 1 director. $(c)$
An alternate director is entitled, if the appointer does not attend a meeting of $(d)$ directors, to attend and vote in place of and on behalf of the appointer.
$(e)$ An alternate director is entitled to a separate vote for each director the alternate director represents in addition to any vote the alternate director may have as a director in his or her own right.
$(f)$ In the absence of the appointer, an alternate director may exercise any powers that the appointer may exercise and the exercise of any such power by the alternate director is to be taken to be the exercise of the power by the appointer.
$\left( \mathbf{g} \right)$ The office of an alternate director is vacated if and when the appointer vacates office as a director.
The appointment of an alternate director may be terminated at any time by the (h) appointer even though the period of the appointment of the alternate director has not expired.
$(i)$ An appointment, or the termination of an appointment, of an alternate director must be in writing signed by the director who makes or made the appointment and does not take effect unless and until the company has received notice in writing of the appointment or termination.
$(i)$ An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.
$(k)$ In determining whether a quorum is present at a meeting of directors, an alternate director who attends the meeting is to be counted as a director for each director on whose behalf the alternate director is attending the meeting.
$(1)$ An alternate director is entitled to be paid such remuneration as the directors think fit, either in addition to or in reduction of the remuneration payable to the director for whom the alternate director acts as alternate.
An alternate director is not entitled to be remunerated by the company for his or $(m)$ her services as alternate director except as provided in rule 10.14(1).
$(n)$ An alternate director, while acting as a director, is responsible to the company for his or her own acts and defaults and is not to be taken to be the agent of the director by whom he or she was appointed.

10.15 Committees of directors

$(a)$ The directors may delegate any of their powers to a committee or committees consisting of such number of directors as they think fit.
A committee to which any powers have been so delegated must exercise the (b) powers delegated in accordance with any directions of the directors.
$(c)$ The rules applying to meetings and resolutions of directors apply, so far as they can and with such changes as are necessary, to meetings and resolutions of a committee of directors.
$(d)$ Membership of a committee of directors may, if the directors so resolve, be treated as an extra service or special exertion performed by the Members for the purposes of rule $10.3(e)$ .

10.16 Delegation to individual directors

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.
$\left( c\right)$ Acceptance of such a delegation may, if the directors so resolve, be treated as an extra service or special exertion performed by the delegate for the purposes of rule $10.3(e)$ .

10.17 Validity of acts

An act done by a person acting as a director or by a meeting of directors or a committee of directors attended by a person acting as a director is not invalidated by reason only of:

a defect in the appointment of the person as a director; $(a)$
$(b)$ the person being disqualified to be a director or having vacated office; or
$\left( c\right)$ the person not being entitled to vote,

if that circumstance was not known by the person or the directors or committee (as the case may be) when the act was done.

$11$ Executive officers

$11.1$ Managing directors

The directors may appoint 1 or more of the directors to the office of managing (a) director.
(b) A managing director's appointment as managing director automatically terminates if the managing director ceases to be a director.

$11.2$ Deputy managing directors

$(a)$ The directors may appoint 1 or more of the directors to the office of deputy managing director.
(b) A deputy managing director's appointment as deputy managing director automatically terminates if the deputy managing director ceases to be a director.

$11.3$ Executive directors

A reference in this rule 11.3 to an executive director is a reference to a director $(a)$ who is also an officer of the company or of a related body corporate in a capacity other than director, managing director or deputy managing director.
(b) The directors may confer on an executive director such title as they think fit.
$(c)$ An executive director may be appointed on the basis that the executive director's appointment:
$(1)$ as a director automatically terminates if the executive director ceases to be an officer of the company or of a related body corporate in a capacity other than director; or

as an officer of the company or of a related body corporate in a capacity $(2)$ other than director automatically terminates if the executive director ceases to be a director.

Associate directors $11.4$

$(a)$ The directors may appoint 1 or more associate directors.
(b) The directors may confer on an associate director such title as they think fit.
Even though the word "director" may appear in an associate director's title, an $(c)$ associate director is not to be taken to be a director of the company and is not entitled:
$(1)$ to attend any meeting of directors except by the invitation and with the consent of the directors: or
$(2)$ to vote at any meeting of directors.

$11.5$ Secretaries

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

$11.6$ Provisions applicable to all executive officers

A reference in this rule 11.6 to an executive officer is a reference to a managing $(a)$ director, deputy managing director, executive director, associate director, secretary or assistant secretary appointed under this rule 11.
The appointment of an executive officer may be for such period, at such $(b)$ remuneration and upon such conditions as the directors think fit.
$(c)$ The remuneration payable by the company to an executive officer who is also a director must not include a commission on, or percentage of, operating revenue.
Subject to any contract between the company and the relevant executive officer, $(d)$ any executive officer of the company may be removed or dismissed by the directors at any time, with or without cause.
$(e)$ The directors may:
$(1)$ confer on an executive officer such powers, discretions and duties (including any powers, discretions and duties vested in or exercisable by the directors) as they think fit;
$(2)$ withdraw, suspend or vary any of the powers, discretions and duties conferred on an executive officer; and
$(3)$ authorise the executive officer to delegate all or any of the powers, discretions and duties conferred on the executive officer.
An executive officer is not required to hold any Securities to qualify for $(f)$ appointment.
$(g)$ An act done by a person acting as an executive officer is not invalidated by reason only of:
$(1)$ a defect in the person's appointment as an executive officer; or

$(2)$ the person being disqualified to be an executive officer, if that circumstance was not known by the person when the act was done.

$12₁₂$ Indemnity and insurance

$12.1$ Persons to whom rules 12.2 and 12.4 apply

Rules 12.2 and 12.4 apply:

to each person who is or has been a director, alternate director or executive officer $(a)$ (within the meaning of rule $11.6(a)$ ) of the company;
to such other officers or former officers of the company or of its related bodies (b) corporate as the directors in each case determine; and
$\left( c\right)$ if the directors so determine, to any auditor or former auditor of the company or of its related bodies corporate.

$12.2$ Indemnity

The company must

indemnify; and (a)
$(b)$ if requested by a person to whom this rule 12.2 applies enter into a deed indemnifying.

on a full indemnity basis and to the full extent permitted by law, each person to whom this rule 12.2 applies for all losses or liabilities incurred by the person as an officer or auditor 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:

$\left( \mathrm{c}\right)$ in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or
$(d)$ in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Act.

$12.3$ Extent of indemnity

The indemnity in rule 12.2:

is a continuing obligation and is enforceable by a person to whom rule 12.2 $(a)$ applies even though that person may have ceased to be an officer or auditor of the company or of a related body corporate;
(b) applies to losses and liabilities incurred both before and after the date of adoption of that rule; and
$(c)$ operates only to the extent that:
$(1)$ the loss or liability is not covered by insurance; or
$(2)$ the loss or liability (other than a liability for legal costs) that did not arise out of conduct in good faith or where the liability is to the company or a related body corporate, or where the liability is for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act;
the loss or liability relates to legal costs incurred: $(3)$
$(A)$ in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under this rule:
(B) in defending or resisting criminal proceedings in which the person is found guilty;
$(C)$ in defending or resisting proceedings brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established (but this paragraph does not apply to an investigation by ASIC or a liquidator before commencing proceedings for the court order); or
(D) in connection with proceedings for relief to the person under the Corporations Act in which the court denies relief.

$12.4$ Insurance

The company may, to the extent permitted by law:

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

for any person to whom this rule 12.4 applies against any liability incurred by the person as an officer or auditor 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.

Savings $12.5$

Nothing in rule $12.2$ or $12.4$ :

affects any other right or remedy that a person to whom those rules apply may $(a)$ have in respect of any loss or liability referred to in those rules; or
(b) limits the capacity of the company to indemnify or provide insurance for any person to whom those rules do not apply.

$13$ Winding up

$13.1$ Distribution of surplus

Subject to this constitution and to the rights or restrictions attached to any Securities or class of Securities if the company is wound up and the property of the company is more than sufficient:

$(a)$ to pay all of the debts and liabilities of the company; and
$(b)$ the costs, charges and expenses of the winding up,

the excess must be divided among the Members in proportion to the number of Securities held by them, irrespective of the amounts paid or credited as paid on the Securities.

$13.2$ Division of property

If the company is wound up, the liquidator may, with the sanction of a special (a) resolution:
divide among the Members the whole or any part of the property of the $(1)$ company; and
$(2)$ determine how the division is to be carried out as between the Members or different classes of Members.
$(b)$ Any division under rule $13.2(a)$ may be otherwise than in accordance with the legal rights of the Members and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part.
$(c)$ Where a division under rule $13.2(a)$ is otherwise than in accordance with the legal rights of the Members, a Member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.
$(d)$ If any of the property to be divided under rule $13.2(a)$ includes securities with a liability to calls, any person entitled under the division to any of the securities may within 10 days after the passing of the special resolution referred to in that rule, by notice in writing direct the liquidator to sell the person's proportion of the securities and to account for the net proceeds and the liquidator must, if practicable, act accordingly.
Nothing in this rule 13.2 derogates from or affects any right to exercise any $(e)$ statutory or other power which would have existed if this rule were omitted.
$(f)$ Rule 5.3 applies, so far as it can and with such changes as are necessary, to a division by a liquidator under rule $13.2(a)$ as if references in rule 5.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule $13.2(a)$ respectively.

Minutes and records 14

$14.1$ Minutes of meetings

$(a)$ The directors must ensure minutes of proceedings and resolutions of general meetings and of meetings of directors (including committees of directors) are recorded in books kept for the purpose, within 1 month after the relevant meeting is held.
(b) The directors must ensure that the company records in the minutes of a meeting in respect of each resolution in the notice of meeting;
$(1)$ the total number of proxy votes exercisable by all validly appointed proxies; and
how many proxy votes were for, against or abstained from the resolution $(2)$ or were to vote at the proxy's discretion.
If a poll is taken on the resolution, in addition to the information in rules $(c)$ $14.1(b)(1)$ and (2), the minutes must also record the total number of votes cast on the poll, and the number of votes for, against and abstaining from the resolution.

$14.2$ Minutes of resolutions passed without a meeting

The directors must ensure minutes of resolutions passed by directors (and committees of directors) without a meeting are recorded in books kept for that purpose within 1 month after the resolution is passed.

Signing of minutes $14.3$

The minutes of a meeting must be signed within a reasonable time by the $(a)$ chairperson of the meeting or the chairperson of the next meeting.
$(b)$ The minutes of the passing of a resolution without a meeting must be signed by a director within a reasonable time after the resolution is passed.

$14.4$ Minutes as evidence

A minute that is recorded and signed under rules 14.1, 14.2 and 14.3 is evidence of the proceeding or resolution to which it relates unless the contrary is proved.

$14.5$ Inspection of records

$(a)$ The directors must ensure the minute books for general meetings are open for inspection by Members free of charge.
(b) Subject to rule $14.5(a)$ the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them will be open to the inspection of Members (other than directors).
$(c)$ A Member (other than a director) does not have the right to inspect any books, records or documents of the company except as provided by law or authorised by the directors.

$15₁$ Execution of documents

$15.1$ Manner of execution

The company may execute a document if the document is signed by:

$(a)$ 2 directors; or
(b) a director and a secretary.

$15.2$ Common seal

The company may have a common seal. If the company has a common seal, rules 15.3 to 15.6 will apply.

$15.3$ Safe custody of seal

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

$15.4$ Use of seal

The seal must be used only by the authority of the directors or of a committee of $(a)$ the directors authorised by the directors to authorise the use of the seal.
The authority to use the seal may be given before or after the seal is used. (b)
Subject to rule $15.4(a)$ , until the directors otherwise determine, every document to $\left( \text{c} \right)$ which the seal is fixed must be signed by:
$(1)$ 2 directors:
$(2)$ a director and a secretary; or
$(3)$ a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included

15.5 Seal register

The company may keep a seal register. If the company does keep a seal register (a) the company must enter in the register particulars of any document on which the seal is fixed (other than a certificate for securities of the company), giving in each case:
$(1)$ the date of the document;
$(2)$ the names of the parties to the document;
$(3)$ a short description of the document; and
$(4)$ the names of the persons signing the document under rule $15.4(c)$ .
$(b)$ The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 15.5.
Failure to comply with rules $15.5(a)$ or (b) does not invalidate any document to $\left( c\right)$ which the seal is properly fixed.

15.6 Duplicate seal

The company may have 1 or more duplicate seals for use in place of its common $(a)$ seal outside the state or territory where its common seal is kept. Each duplicate seal must be a facsimile of the common seal of the company with the addition on its face of the words "duplicate seal" and the name of the place where it is to be used.
(b) A document sealed with a duplicate seal is to be taken as having been sealed with the common seal of the company.

16 Notices

$16.1$ Notices by the company to Members

A notice may be given by the company to a Member: $(a)$
$(1)$ by serving it personally at, or by sending it by post in a prepaid envelope to, the Member's address as shown in the register of Members or such other address, or by sending it to the fax number or electronic address the Member has supplied to the company for the giving of notices; or
if the Member does not have a registered address and has not supplied $(2)$ another address to the company for the giving of notices, by exhibiting it at the registered office of the company.
(b) A notice may be given by the company to the joint holders of a Security by giving the notice in the manner authorised by rule $16.1(a)$ to the joint holder first named in the register of Members in respect of the Security.
$\left( c\right)$ A notice may be given by the company to a person entitled to a Security as a result of a transmission event by serving it or sending it in the manner authorised by rule $16.1(a)(1)$ addressed to the name or title of the person, at or to such address, fax number or electronic address supplied to the company for the giving of notices to that person, or if no address, fax number or electronic address has been supplied, at or to the address, fax number or electronic address to which the notice might have been sent if the relevant transmission event had not occurred.
$(d)$ The fact that a person has supplied a fax number or an electronic address for the giving of notices does not require the company to give any notice to that person by fax or electronic means.
$(e)$ A notice given to a Member in accordance with rules $16.1(a)$ or (b) is, despite the occurrence of a transmission event and whether or not the company has notice of that occurrence:
$(1)$ duly given in respect of any Securities registered in that person's name, whether solely or jointly with another person; and
$(2)$ sufficient service on any person entitled to the Securities as a result of the transmission event.
A notice given to a person who is entitled to a Security as a result of a $(f)$ transmission event is sufficient service on the Member in whose name the Security is registered.
$\left( \mathbf{g} \right)$ Any person who, because of a transfer of Securities, becomes entitled to any Securities registered in the name of a Member is bound by every notice which, before that person's name and address is entered in the register of Members in respect of those Securities, is given to the Member in accordance with this rule $16.1.$
(h) A signature to any notice given by the company to a Member under this rule 16.1 may be in writing or a facsimile printed or affixed by some mechanical or other means.
$(i)$ A certificate signed by a director or secretary of the company to the effect that a notice has been given in accordance with this constitution is conclusive evidence of that fact.

$16.2$ Notices by the company to directors

Subject to this constitution, a notice may be given by the company to any director or alternate director either by serving it personally at, or by sending it by post in a prepaid envelope to, the director's or alternate director's usual residential or business address, or such other address, or by sending it to the fax number or electronic address, as the director or alternate director has supplied to the company for the giving of notices.

$16.3$ Notices by Members or directors to the company

Subject to this constitution, a notice may be given by a Member, director or alternate director to the company by serving it on the company at, or by sending it by post in a prepaid envelope to, the registered office of the company or by sending it to the principal fax number or principal electronic address of the company at its registered office.

$16.4$ Notices posted to addresses outside the Commonwealth

A notice sent by post to an address outside the Commonwealth of Australia must be sent by airmail, fax or in another way that ensures it is received quickly.

$16.5$ Time of service

$(a)$ Where a notice is sent by post, service of the notice is to be taken to be effected if a prepaid envelope containing the notice is properly addressed and placed in the post and to have been effected:
in the case of a notice of a general meeting, on the day after the date of its $(1)$ posting: or
$(2)$ in any other case, at the time at which the letter would be delivered in the ordinary course of post.
(b) Where a notice is sent by fax or electronic means, service of the notice is to be taken to be effected on the day after the date it is sent.
$\left( c\right)$ Where the company gives a notice under rule $16.1(a)(2)$ by exhibiting it at the registered ofice of the company, service of the notice is to be taken to be effected when the notice was first so exhibited.

16.6 Other communications and documents

Rules 16.1 to 16.5 (inclusive) apply, so far as they can and with such changes as are necessary, to the service of any communication or document.

$16.7$ Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

$17$ General

$17.1$ Submission to jurisdiction

Each Member submits to the non-exclusive jurisdiction of the Supreme Court of the State or Territory in which the company is registered, the Federal Court of Australia and the Courts which may hear appeals from those Courts.

$17.2$ Prohibition and enforceability

Any provision of, or the application of any provision of, this constitution which is (a) 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.