RUBIX RESOURCES LIMITED — Governance Information 2021

Dec 20, 2021

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Constitution of Rubix Resources Limited ACN 649 096 917

The Corporations Act A company limited by shares Registered in Western Australia

Constitution of Rubix Resources Limited

Contents

Contents	Contents
General		1
1	Definitions	1
2	Interpretation	2
3	Replaceable Rules	2
4	Transitional	2
5	Currency	3
6	Application of Listing Rules	3
Capital		3
7	Issue of Securities	3
8	Preference Shares	4
9	Recognition of Third Party Interests	5
10	Surrender of Securities	5
11	Joint Holders	5
Lien		6
12	Lien on share	6
13	Lien on loans under employee incentive schemes	6
14	Lien on distributions	6
15	Exemption from clauses 12 or 13	6
16	Extinguishment of lien	6
17	Company’s rights to recover payments	6
18	Reimbursement is a debt due	7
19	Sale under lien	7
20	Limitations on sale under lien	7
21	Transfer on sale under lien	7
22	Irregularity or invalidity	7
23	Proceeds of sale	7
Certificates for Securities		7
24	Uncertificated Holdings	7
25	Certificates	7
Forfeiture		8
26	Liability to Forfeiture	8
27	Power to Forfeit	8
28	Consequences of Forfeiture	8
29	Notice of Forfeiture	9
30	Reissue of Forfeited Shares	9
31	Transfers After Forfeiture and Sale	9
Payments by the Company		9
32	Payments by the Company	9
Call on	Shares and Interest on Sums Due to the Company	10
33	Board's Power to Make Calls	10
34	Interest on Unpaid Amounts	10

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Constitution of Rubix Resources Limited

35	Differentiation between Holders	11
Transfer of Securities		11
36	Transfers	11
37	Board may Refuse to Register	11
38	Transfer and Certificate (if any)	11
39	Suspension of Transfers	12
Transmission of Securities		12
40	Transmission on Death	12
41	Transmission by Operation of Law	12
Restricted Securities		12
42	Restricted Securities	12
Alteration of Capital		13
43	Power to Alter Share Capital	13
General Meetings		13
44	Power of the Board to Convene	13
45	Notice of General Meetings	14
46	Business of Annual and Other General Meetings	14
47	Quorum for General Meetings	14
48	Conduct of General Meetings	14
49	Acting Chair	15
50	Adjournment of General Meetings	16
51	Voting at General Meetings	16
52	Special Meetings	17
53	Procedure for Polls	17
54	Chair has Casting Vote	17
55	Representation and Voting of Shareholders	17
56	Restriction on Voting Rights	18
57	Form of Proxy	18
58	Form of Direct Vote	19
59	Validity of Proxies, Attorneys and Representatives	20
60	Validity of Direct Votes	20
Appointment, Removal and Remuneration of Directors		21
61	Number of Directors	21
62	Appointment and Removal of Directors	21
63	No Share Qualification for Directors	22
64	Retirement of Directors	22
65	Remuneration of Directors	22
66	Vacation of Office of Director	23
67	Retirement Allowance for Directors	23
68	Directors May Lend to the Company	24
69	Exercise of Voting Power in Other Corporations	24
70	Alternate Directors	24

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Constitution of Rubix Resources Limited

71	Director's Interests	25
Powers of the Board and Executives		26
72	Appointment of Executives	26
73	Powers of the Board and Managing Director	26
74	Company as a wholly owned subsidiary	26
75	Appointment of attorney	26
Proceedings of the Board		27
76	Proceedings of the Board	27
77	Meetings of the Board by Technology	27
78	Chair of the Board	27
79	Directors' Voting Rights and Exercise of Powers	28
80	Material Personal Interests of Directors	28
81	Committees of the Board	29
82	Written Resolutions of Directors	29
83	Defects in Appointments of Directors	29
Secretaries and Other Officers		30
84	Secretaries	30
85	Other Officers	30
Seals		30
86	Seals and their Use	30
87	Inspection of Records	30
Dividends, Interest and Reserves		31
88	Reserves	31
89	Power to Declare or Determine Dividends and Pay Interest	31
90	Crediting of Dividends	31
91	Deduction of Unpaid Amounts	32
92	Distributions in Kind	32
93	Payment of Distributions	33
Capitalisation of Profits		33
94	Capitalisation of Profits	33
Service of Documents		34
95	Document includes notice	34
96	Form of document	34
97	Methods of service	34
98	Post	35
99	Fax or other electronic means	35
100	Deemed notice to uncontactable shareholders	35
101	Evidence of service	35
102	Joint holders	35
103	Persons entitled to shares	35
Winding Up		35
104	Winding Up	35

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Constitution of Rubix Resources Limited

Indemnity	Indemnity	36
105	Indemnity of Officers, Insurance and Access	36
Small	Shareholdings	37
106	Sale of Small Holdings	37
Dividend Reinvestment Plans		40
107	Dividend Reinvestment Plans	40
Employee Share Plans		41
108	Employee Share Plans	41
109	Bonus Share Plan	41
Proportional Takeover Approval		42
110	Proportional Takeover Approval	42

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Constitution of Rubix Resources Limited

Constitution of Rubix Resources Limited (ACN 649 096 917), a public company limited by shares.

General

1 Definitions

The following definitions apply in this Constitution unless the context requires otherwise:

ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).

ASX Settlement Operating Rules means the operating rules of ASX Settlement or of any relevant organisation which is an alternative or successor to, or replacement of, ASX Settlement or of any applicable CS facility licensee.

Board means all or some of the Directors for the time being acting as a board.

Business Day means a day which is not a Saturday, Sunday or a public holiday in Western Australia.

call includes any instalment of a call and any amount due on the issue of any share.

company means Rubix Resources Limited (ACN 649 096 917).

Constitution means this constitution.

Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth).

CS facility licensee means a person who holds a licence under the Corporations Act that authorises the person to operate a clearing and settlement facility.

Direct Vote means a notice of a shareholder's voting intention delivered to the company by post, fax, electronic or other means approved by the Board and otherwise in accordance with this Constitution and regulations, rules and procedures made by the Board in accordance with clause 58(a).

Director means a person appointed or elected to the office of director of the company in accordance with this Constitution and, where appropriate, includes an alternate Director.

Dividend means any dividend, including an interim dividend.

Exchange means ASX Limited and includes any successor body.

Finance Director means a person appointed as finance director in accordance with clause 72.

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

Managing Director means a person appointed as managing director in accordance with clause 72.

Market Transfer means a transfer of securities in the company where the transfer is pursuant to an Uncertificated Transfer System.

Official List has the meaning given in the Listing Rules.

Prescribed Interest Rate means the rate determined by the Directors for the particular purpose or generally under this Constitution, including any revised rate or new determination, and in the absence of a determination means 5% per annum.

proper ASTC transfer has the meaning given in the Corporations Act.

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Constitution of Rubix Resources Limited

Secretary means a person appointed as, or to perform the duties of, secretary of the company.

Securities includes shares, rights to shares, options to acquire shares and other securities with rights of conversion to equity, in each case as issued or granted by the company.

shareholder means a person entered in the register as a holder of shares in the capital of the company.

Shareholder Present means, in connection with a general meeting, a shareholder present at the venue or venues for the meeting (including virtually), in person or by proxy, by attorney or, where the shareholder is a body corporate, by representative.

Uncertificated Securities Holding means Securities that under the Corporations Act, the Listing Rules or any Uncertificated Transfer System may be held in uncertificated form.

Uncertificated Transfer System means any system operated under the Corporations Act, the Listing Rules or the ASX Settlement Operating Rules that regulates the transfer or registration of, or the settlement of transactions affecting, Securities in uncertificated form and includes CHESS (as defined in the ASX Settlement Operating Rules) as it applies to Securities in certificated and uncertificated form.

2 Interpretation

• (a) Headings are for convenience only and do not affect interpretation.

• (b) The following rules apply unless the context requires otherwise.

• (i) The singular includes the plural, and the converse also applies.

• (ii) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

• (iii) A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.

• (iv) A reference to a clause is a reference to a clause of this Constitution.

• (v) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

• (vi) A word or phrase given a meaning in the Corporations Act has the same meaning in this Constitution as in force on the day on which this Constitution became binding on the company.

• (vii) A reference to the Listing Rules or the ASX Settlement Operating Rules is to the Listing Rules or the ASX Settlement Operating Rules in force in relation to the company after taking into account any waiver or exemption which is in force either generally or in relation to the company.

3 Replaceable Rules

The replaceable rules contained in the Corporations Act do not apply to the company.

4 Transitional

• (a) This Constitution supersedes the constitution in force immediately before the adoption of this Constitution.

• (b) Everything done under any previous constitution of the company continues to have the same operation and effect after the adoption of this Constitution as if properly done under this Constitution. In particular (without limitation) every Director, alternate Director and

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Constitution of Rubix Resources Limited

Secretary in office immediately before the adoption of this Constitution is taken to have been appointed and continues in office under this Constitution.

5 Currency

The Directors may:

• (a) differentiate between shareholders as to the currency in which any amount payable to a shareholder is paid (whether by way of or on account of dividends, repayment of capital, participation in surplus property of the company or otherwise);

• (b) determine to pay a distribution in a currency other than Australian dollars and the amount payable will be converted from Australian dollars in any manner, at any time and at any exchange rate as the Directors think fit; and

• (c) in deciding the currency in which a payment is to be made to a shareholder, have regard to the registered address of the shareholder, the register on which a shareholder's shares are registered and any other matters as the Directors consider appropriate.

Payment in another currency of an amount converted under this clause is as between the company and a shareholder adequate and proper payment of the amount payable.

6 Application of Listing Rules

If the company is admitted to the Official List of the Exchange, the following clauses apply:

• (a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done;

• (b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;

• (c) 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);

• (d) 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;

• (e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision; and

• (f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

Capital

7 Issue of Securities

• (a) Subject to the Corporations Act, the Listing Rules, this Constitution and any special rights conferred on the holders of any Securities, the issue of Securities is under the control of the Board, which may issue and cancel Securities and grant options over unissued Securities, on the terms the Board considers appropriate.

• (b) Without affecting any special rights conferred on the holders of any Securities, any Securities may be issued with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as the Board may determine and on any terms the Board considers appropriate.

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• (c) Unless otherwise provided by the terms of issue, the issue of any new Securities ranking equally with existing Securities is not a variation of the rights conferred on the holders of the existing Securities.

8 Preference Shares

If the company at any time proposes to create and issue any preference shares:

• (a) the preference shares may be issued on the terms that they are, or at the option of either or both the company and the holder are liable, to be redeemed out of profits or the proceeds of a new issue of shares made for the purpose of the redemption, or otherwise as permitted by the Corporations Act;

• (b) each preference share is to confer on its holder the right to convert the preference share into ordinary shares if and on the basis the Board decides at the time of issue of the preference share;

• (c) (i) each preference share is to confer on its holder a right to receive a preferential Dividend at the rate or of the amount (which may be subject to an index) and on the basis decided by the Board at the time of issue of the preference share;

• (ii) in addition to the preferential Dividend, each preference share may participate with the ordinary shares in Dividends declared or determined by the Board if and to the extent the Board decides at the time of issue of the preference share; and

• (iii) the preferential Dividend may be cumulative if and to the extent the Board decides at the time of issue of the preference share;

• (d) each preference share is to confer on its holder:

• (i) the right on redemption and in a winding up to payment in cash in priority to any other class of shares (except for any class of preference shares ranking equally in the relevant respect with the preference share) of:

  • (A) the amount paid or agreed to be considered as paid on the preference share; and

  • (B) the amount (if any) equal to the aggregate of any Dividends accrued (whether declared or determined or not) but unpaid on the preference share, and of any arrears of Dividends on the preference share; and

• (ii) the right, in priority to any payment of Dividend on any other class of shares (except for any class of preference shares ranking equally in the relevant respect with the preference share), to the preferential Dividend,

in each case on the basis the Board decides at the time of issue of the preference share;

• (e) the preference shares are to confer on the holders the right to a bonus issue or capitalisation of profits in favour of holders of those shares only, if and on the basis the Board decides at the time of issue of the preference shares;

• (f) a preference share does not confer on its holder any further rights to participate in assets or profits of the company;

• (g) the holder of a preference share has the same rights as the holders of ordinary shares to receive notices, reports and accounts and to attend and be heard at all general meetings, but is not to have the right (in that capacity) to vote at general meetings except as follows:

• (i) on any question considered at a meeting if, at the date of the meeting, a Dividend (or any part of a Dividend) on the preference share is in arrears;

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Constitution of Rubix Resources Limited

• (ii) on a proposal:

  • (A) to reduce the share capital of the company;

  • (B) that affects rights attached to the preference share;

  • (C) to wind up the company;

  • (D) for the disposal of the whole of the property, business and undertaking of the company;

• (iii) on a resolution to approve the terms of a buy-back agreement; and

• (iv) on any question considered at a meeting held during the winding up of the company; and

• (h) the company may issue further preference shares ranking equally in all respects with (but not in priority to) other preference shares already issued and the rights of the issued preference shares are not to be taken to have been varied by the further issue.

9

Recognition of Third Party Interests

• (a) Except as required by law, the company is not bound to recognise a person as holding a Security on any trust.

• (b) Whether or not it has notice of the rights or interests concerned, the company is not bound to recognise:

• (i) any equitable, contingent, future or partial claim to, or interest in, any Security or unit of a Security; or

• (ii) any other right in respect of a Security,

except an absolute right of ownership of the Security holder or as otherwise provided by this Constitution or by law.

10 Surrender of Securities

In its discretion, the Board may accept a surrender of Securities by way of compromise of any question as to whether or not those Securities have been validly issued or in any other case where the surrender is within the powers of the company. Any Securities surrendered may be sold or re-issued in the same manner as forfeited shares.

11 Joint Holders

Where two or more persons are registered as the holders of any Securities, they are considered to hold the Securities as joint tenants with benefits of survivorship, subject to the following provisions:

• (a) the company is not bound to register more than three persons as the holders of the Securities;

• (b) the joint holders of the Securities are liable severally as well as jointly in respect of all payments which ought to be made in respect of the Securities;

• (c) on the death of any one of the joint holders, the remaining joint holders are the only persons recognised by the company as having any title to the Securities but the Board may require evidence of death and the estate of the deceased joint holder is not released from any liability in respect of the Securities;

• (d) any one of the joint holders may give a receipt for any Dividend, bonus or return of capital payable to the joint holders in respect of the Securities;

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• (e) only the person whose name stands first in the Securities register as one of the joint holders of the Securities is entitled, if the company determines to issue certificates for Securities, to delivery of a certificate relating to the Securities or to receive notices from the company and any notice given to that person is considered notice to all the joint holders; and

• (f) any one of the joint holders may vote at any general meeting of the company in person, or by properly authorised representative, proxy or attorney or by Direct Vote, in respect of the Securities as if that joint holder was solely entitled to the Securities. If more than one of the joint holders tender a vote in person or by properly authorised representative, proxy or attorney or by Direct Vote, only the vote of the joint holder whose name appears first in the Securities register counts.

Lien

12 Lien on share

To the extent permitted by law, the company has a first and paramount lien on every share for:

• (a) all due and unpaid calls and instalments in respect of that share;

• (b) all money which the company is required by law to pay, and has paid, in respect of that share;

• (c) interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and

• (d) reasonable expenses of the company in respect of the default on payment.

13

Lien on loans under employee incentive schemes

The company also has a first and paramount lien on each share registered in the name of the shareholder for all money payable to the company by the shareholder under loans made under an employee incentive scheme.

14

Lien on distributions

A lien on a share under clause 12 or 13 extends to all distributions for that share, including dividends.

15

Exemption from clauses 12 or 13

The Directors may at any time exempt a share wholly or in part from the provisions of clauses 12 or 13.

16 Extinguishment of lien

The company’s lien on a share is extinguished if a transfer of the share is registered without the company giving notice of the lien to the transferee.

17 Company’s rights to recover payments

A shareholder must reimburse the company on demand in writing for all payments the company makes to a government or taxing authority in respect of the shareholder, the death of a shareholder or the shareholder’s shares or any distributions on the shareholder’s shares, including dividends, where the company is either:

• (a) required by law to make the relevant payment; or

• (b) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the company is required by law to make the relevant payment.

The company is not obliged to advise the shareholder in advance of its intention to make the payment.

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18 Reimbursement is a debt due

The obligation of the shareholder to reimburse the company is a debt due to the company as if it were a call on all the shareholder’s shares, duly made at the time when the written demand for reimbursement is given by the company to the shareholder. The provisions of this Constitution relating to non-payment of calls, including payment of interest and sale of the shareholder’s shares under lien, apply to the debt.

19

Sale under lien

Subject to clause 20, the company may sell, in any manner the Directors think fit, any share on which the company has a lien.

20 Limitations on sale under lien

A share on which the company has a lien may not be sold by the company unless:

• (a) an amount in respect of which the lien exists is presently payable; and

• (b) the company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists.

21 Transfer on sale under lien

For the purpose of giving effect to a sale under clause 19, the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money.

22

Irregularity or invalidity

The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share under clause 19.

23 Proceeds of sale

The proceeds of a sale under clause 19 must be applied by the company in payment of the amount in respect of which the lien exists as is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale.

Certificates for Securities

24 Uncertificated Holdings

If and for so long as dealings in any Securities take place under an Uncertificated Transfer System:

• (a) the company need not issue any certificate in respect of Securities held as an Uncertificated Securities Holding; and

• (b) the Securities register may distinguish between Securities held in certificated form and Securities held as an Uncertificated Securities Holding.

25 Certificates

The Board may decide to issue certificates for Securities and to cancel any certificates on issue and to replace lost, destroyed or defaced certificates on issue on the basis and in the form it determines from time to time.

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Forfeiture

26 Liability to Forfeiture

• (a) If a shareholder fails to pay when due any sum payable in respect of any shares (including amounts payable on issue, calls, instalments, interest or expenses) the Board may serve a notice on the shareholder requiring payment of the unpaid sum, together with accrued interest and all expenses of the company incurred by reason of the non-payment.

• (b) The notice must:

• (i) specify:

  • (A) a time by which payment must be made, which must not be earlier than close of business (local time at the registered office of the company) 14 days after the date of service of the notice; and

  • (B) the required manner of payment; and

• (ii) state that the shares are liable to be forfeited, if payment is not made as required by the notice.

27 Power to Forfeit

If the requirements of a notice with respect to a share under clause 26 are not complied with then, subject to the Listing Rules and the ASX Settlement Operating Rules, at any time the share may be forfeited by a resolution of the Board to that effect unless, before the resolution the payment required by the notice is paid together with interest (if determined by the Board) at the rate determined by the Board.

28 Consequences of Forfeiture

• (a) A person whose shares have been forfeited:

• (i) ceases to be a shareholder in respect of the forfeited shares at the time and on the date of the passing of a resolution of the Board approving the forfeiture;

• (ii) has no claims or demands against the company in respect of those shares including any Dividends;

• (iii) has no other rights incident to the shares; and

• (iv) unless otherwise approved by the company in general meeting, remains liable to pay to the company all money that, at the date of forfeiture, was payable by the person to the company in respect of the shares (including, if the Board determines, interest from the date of forfeiture at the rate the Board determines). The Board may enforce the payment of all or any part of the money as it determines.

• (b) If any amounts due in respect of any shares (including amounts payable on issue, calls, instalments, interest or expenses) are unpaid by the shareholder:

• (i) the shareholder is not entitled to any rights or privileges as a shareholder;

• (ii) the company is entitled to set off any amount owed by it to the shareholder against the amounts the shareholder owes to it; and

• (iii) the company may refuse to register a transfer of the shares.

• (c) Nothing in this clause 28 affects any other right or remedy of the company against the shareholder or anyone else.

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29 Notice of Forfeiture

When any share is forfeited, the company will note it in the share register and notify the affected shareholder. Failure to do so does not invalidate the forfeiture. At any time before any forfeited share is cancelled or reissued, the Board may annul the forfeiture on any conditions it determines.

30 Reissue of Forfeited Shares

• (a) Subject to applicable law and the Listing Rules, the Board may reissue the forfeited shares in any manner it determines and, to the extent permitted by law, with or without any money previously paid on the shares being credited as paid up.

• (b) Unless otherwise agreed, the acquirer of a reissued share is:

• (i) discharged from liability for any calls which may have been due before the reissue of the forfeited share; and

• (ii) not bound to see to the application of any money paid as consideration.

• (c) Subject to the terms of issue of the forfeited shares, the proceeds from the acquisition of the reissued shares must be applied to pay:

• (i) first, the company's expenses of the reissue;

• (ii) then, any expenses necessarily incurred in respect of the forfeiture; and

• (iii) then, the calls or other sums payable to the company in respect of the forfeited shares that are due and unpaid.

The balance, if any, must be paid to the person whose shares were forfeited.

31 Transfers After Forfeiture and Sale

• (a) The company may:

• (i) receive the consideration (if any) given for a forfeited share on any sale or disposition of the share; and

• (ii) effect a transfer of the share in favour of the person to whom the share is sold or disposed of.

• (b) On the completion of the transfer, the transferee is to be registered as the holder of the share and is not bound to see to the application of any money paid as consideration.

Payments by the Company

32 Payments by the Company

• (a) If the law of any place imposes or purports to impose any immediate or future or possible liability on the company to make any payments or empowers any government or taxing authority or government official to require the company to make any payment:

• (i) in respect of any Securities held either jointly or solely by any holder;

• (ii) in respect of any transfer of those Securities;

• (iii) in respect of any interest, Dividends, bonuses or other moneys due or payable or accruing or which may become due or payable to the holder by the company on or in respect of any Securities; or

• (iv) for or on account or in respect of any holder of Securities,

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then clauses 32(b) and 32(c) apply, in addition to any right or remedy the company may otherwise have.

• (b) The company is fully indemnified by:

• (i) the holder;

• (ii) the holder's trustee, executor or administrator; or

• (iii) any person who becomes registered as the holder of the Securities on the distribution of the deceased holder's estate.

• (c) The company may recover any moneys paid as described in clause 32(a), which exceeded any Dividend, bonus or other money then due or payable by the company to the holder, together with interest at a rate the Board may determine from time to time from the date of payment to the date of repayment, as a debt due from:

• (i) the holder;

• (ii) the holder's trustee, executor or administrator; or

• (iii) any person who becomes registered as holder of the Securities on the distribution of the deceased holder's estate.

• (d) The Board may:

• (i) exempt a Security from all or part of this clause 32; and

• (ii) waive or compromise all or part of any payment due to the company under this clause 32.

Call on Shares and Interest on Sums Due to the Company

33 Board's Power to Make Calls

• (a) Subject to the terms of issue of any shares and the Listing Rules, the Board may make calls on the relevant shareholders in respect of any money unpaid on the shares.

• (b) Each shareholder must pay the amount of the call on that shareholder's shares in the manner, by the time or times, and at the place, specified by the Board.

• (c) The Board may revoke or postpone a call.

• (d) A call may be required to be paid by instalments.

• (e) A call is made at the time of or as specified in the resolution of the Board authorising the call.

• (f) The non-receipt of a notice of a call by, or the accidental omission to give notice of a call to, any shareholder does not invalidate the call.

• (g) If the Board thinks fit, the company may receive from any shareholder all or any part of the moneys unpaid on all or any of the shares held by that shareholder beyond the sums actually called up and then due and payable either as a loan repayable or as a payment in advance of calls. The company may pay interest on the moneys advanced at the rate and on the terms agreed by the Board and the shareholder paying the sum in advance.

34 Interest on Unpaid Amounts

• (a) If a sum called or otherwise payable to the company in respect of a share is not paid before or on the day for payment, the person from whom the sum is due must pay:

• (i) interest on the sum from the due date to the time of actual payment at the rate determined by the Board; and

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• (ii) any costs and expenses incurred by the company by reason of non-payment or late payment of the sum.

• (b) The Board may waive payment of some or all of the interest, costs and expenses under clause 34(a).

35 Differentiation between Holders

The Board may differentiate on the issue of shares between the holders as to the amount of calls to be paid and the times of payment.

Transfer of Securities

36 Transfers

• (a) A transfer of any Securities may be effected by:

• (i) a written transfer in the usual or common form or in any form the Board may prescribe or in a particular case accept, properly stamped (if necessary), being delivered to the company;

• (ii) a proper ASTC transfer, which is to be in the form required or permitted by the Corporations Act or the ASX Settlement Operating Rules; or

• (iii) any other electronic system established or recognised by the Listing Rules in which the company participates in accordance with the rules of that system.

• (b) Except in the case of a proper ASTC transfer, the transferor is considered to remain the holder of the Securities transferred until the name of the transferee is entered on the Securities register. A proper ASTC transfer is considered recorded in the Securities register and the name of the transferee to be registered as the holder of the Securities comprised in the proper ASTC transfer, as provided in the ASX Settlement Operating Rules.

• (c) The Board may take any action it determines to comply with the ASX Settlement Operating Rules and may request ASX Settlement to apply a holding lock to prevent a transfer of Securities the subject of the ASX Settlement Operating Rules if the Board determines.

• (d) The company may do anything necessary or desirable to facilitate participation by the company in any Uncertificated Transfer System.

37 Board may Refuse to Register

• (a) The Board may refuse to register any transfer of Securities:

• (i) if the registration of the transfer would result in a contravention of or failure to observe the provisions of any applicable law or the Listing Rules;

• (ii) which are subject to forfeiture; or

• (iii) if permitted to do so under the Listing Rules.

• (b) The decision of the Board relating to the registration of a transfer is absolute. Failure to give notice of refusal to register any transfer as may be required under the Corporations Act or the Listing Rules does not invalidate the decision of the Board.

38 Transfer and Certificate (if any)

• (a) Every transfer must be left for registration at the registered office of the company or any other place the Board determines. Without limiting clause 38(b), the transfer is to be

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accompanied by such evidence that the Board may require to prove the title of the transferor, the transferor's right to transfer the Securities, execution of the transfer or compliance with the provisions of any applicable laws.

• (b) Unless the Board otherwise determines either generally or in a particular case, each application to register the transfer of any Securities, or to register any person as the holder in respect of any Securities transmitted to that person by operation of law or otherwise, is to be accompanied by the certificate for the relevant Securities. The certificate is considered to have been cancelled on such registration.

• (c) Each transfer that is registered may be retained by the company for any period determined by the Board, after which the company may destroy it.

• (d) Without limiting any other entitlement the company may have to charge fees, the company may, to the extent permitted by the Listing Rules, charge a reasonable fee in relation to any transfer of Securities that is not a Market Transfer or the issue of any certificates for Securities.

39 Suspension of Transfers

The registration of transfers of Securities of the company that are not quoted on the Exchange may be suspended at any time and for any period as the Board may from time to time decide. The aggregate of those periods must not exceed 30 days in any calendar year.

Transmission of Securities

40 Transmission on Death

• (a) Where a Security holder dies:

• (i) the legal personal representatives of the deceased, where the Security holder was a sole holder or a joint holder holding as a tenant in common; and

• (ii) the survivor or survivors, where the Security holder was a joint holder, are the only persons recognised by the company as having any title to the Security holder's interest in the Securities (as the case may be).

• (b) Subject to the Corporations Act, the Board may require evidence of a Security holder's death as it determines.

• (c) This clause 40 does not release the estate of a deceased joint holder from any liability in respect of any Security that had been jointly held by the holder with other persons.

41 Transmission by Operation of Law

A person (a transmittee ) who establishes to the satisfaction of the Board that the right to any Securities has devolved on the transmittee by will or by operation of law may be registered as a holder in respect of the Securities or may (subject to the provisions in this Constitution relating to transfers) transfer the Securities. The Board has the same right to refuse to register the transmittee as if the transmittee was the transferee named in a transfer presented for registration.

Restricted Securities

42 Restricted Securities

• (a) In this clause 42 unless the context requires otherwise:

dispose has the meaning given in the Listing Rules.

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Escrow Period means, in relation to Restricted Securities, the escrow period applicable to those Restricted Securities under the Listing Rules.

holding lock has the meaning given in the Listing Rules.

issuer sponsored subregister has the meaning given in the Listing Rules.

quoted securities has the meaning given in the Listing Rules.

Restricted Securities has the meaning given in the Listing Rules.

restriction deed means, in relation to Restricted Securities, a restriction deed applicable to those Restricted Securities, in a form set out in the Listing Rules or otherwise approved by the Exchange.

• (b) A holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the securities during the Escrow Period applicable to those securities except as permitted by the Listing Rules or the Exchange.

• (c) If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the company's issuer sponsored subregister and are to have a holding lock applied for the duration of the Escrow Period applicable to those securities.

• (d) The company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of Restricted Securities during the Escrow Period applicable to those securities except as permitted by the Listing Rules or the Exchange.

• (e) A holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the Escrow Period applicable to those securities except as permitted by the Listing Rules or the Exchange.

• (f) If a holder of Restricted Securities breaches a restriction deed or a provision of this Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.

Alteration of Capital

43 Power to Alter Share Capital

The company may reduce or alter its share capital in any manner provided for by the Corporations Act. The Board may do anything that is required to give effect to any resolution authorising reduction or alteration of the share capital of the company and, without limitation, may make provision for the issue of fractional certificates or the sale of fractions of shares and the distribution of net proceeds as it thinks fit.

General Meetings

44 Power of the Board to Convene

By a resolution of the Board, the Board may call a general meeting of the company to be convened at the time and place or places (including at two or more venues using technology that gives shareholders a reasonable opportunity to participate) and in the manner determined by the Board. No shareholder may convene a general meeting of the company except where entitled to do so under the Corporations Act. By resolution of the Board any general meeting may be cancelled or postponed prior to the date on which it is to be held, except where the cancellation or postponement would be contrary to the Corporations Act. The Board may give notice of

cancellation or postponement as it determines, but any failure to give notice of cancellation or

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postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed general meeting.

45 Notice of General Meetings

• (a) Where the Board has called a general meeting, notice of the meeting may be given in the form and manner in which the Board determines, subject to the Corporations Act.

• (b) The non-receipt of a notice convening a general meeting by, or the accidental omission to give notice to, any person entitled to receive notice does not invalidate the proceedings at or any resolution passed at the meeting.

46 Business of Annual and Other General Meetings

• (a) The business of an annual general meeting of the company includes:

• (i) to receive and consider the accounts and reports required by the Corporations Act to be laid before each annual general meeting;

• (ii) to elect Directors;

• (iii) when relevant, to appoint an auditor and to fix the auditor’s remuneration; and

• (iv) to transact any other business that, under this Constitution or the Corporations Act, is required to be transacted at any annual general meeting.

The business of an annual general meeting may also include any other business that may be transacted at a general meeting.

• (b) No person may move at any general meeting either any resolution (except in the form set out in the notice of meeting) or any amendment of any resolution, except with the approval of the Board, with the permission of the chair of the meeting or under the Corporations Act.

47 Quorum for General Meetings

• (a) No business may be transacted at any general meeting except, subject to clause 48, the election of a chair of the meeting unless a quorum of shareholders is present at the time when the meeting proceeds to business.

• (b) Except as otherwise provided in this Constitution, three Shareholders Present constitutes a quorum.

• (c) If there is not a quorum at a general meeting within 30 minutes after the time specified in the notice of the meeting, the meeting is dissolved unless the chair of the meeting or the Board adjourns the meeting to a date, time and place determined by that chair or the Board. If no quorum is present at any adjourned meeting within 30 minutes after the time for the meeting, the meeting is dissolved.

48 Conduct of General Meetings

• (a) Subject to clause 48(b), the chair of the Board is entitled to preside as chair at every general meeting.

• (b) Where a general meeting is held and:

• (i) there is no chair of the Board; or

• (ii) the chair of the Board is not able to be present at the meeting or is not present within 15 minutes after the time appointed for the meeting, or despite being so present is unable or unwilling to act as chair of the meeting,

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the deputy chair of the Board is entitled to chair the meeting or, if the circumstances in clause 48(b)(i) or 48(b)(ii) apply to the deputy chair of the Board, the Directors present may choose one of their number or any other person they deem fit or, in the absence of all Directors or if none of the Directors present wish to act, the Shareholders Present may elect one of their number, to be chair of the meeting.

• (c) The general conduct of each general meeting of the company and the procedures to be adopted at the meeting are as determined at, during or prior to the meeting by the chair of the meeting.

• (d) The chair of a general meeting of the company may make rulings without putting the question (or any question) to a vote if that chair considers action is required to ensure the orderly conduct of the meeting.

• (e) The chair of a general meeting of the company may require the adoption of any procedures that are in that chair’s opinion necessary or desirable for the proper and orderly casting or recording of votes at the meeting, whether on a show of hands or on a poll.

• (f) The chair of a general meeting of the company or a person acting with that chair's authority may require any person who wishes to attend the meeting to comply with searches, restrictions or other security arrangements that chair or a person acting with that chair's authority considers appropriate. The chair of the meeting or a person acting with that chair's authority may refuse entry to any person who does not comply with the arrangements, any person who possesses a recording or broadcasting device without the consent of that chair or a person acting with that chair's authority, or any person who possesses an article which that chair or a person acting with that chair's authority considers to be dangerous, offensive or liable to cause disruption.

• (g) If at any time the chair of a general meeting of the company considers it necessary or desirable for the proper and orderly conduct of the meeting, that chair may demand the cessation of 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 Shareholders Present.

• (h) Any determination by the chair of a general meeting in relation to matters of procedure (including any procedural motions moved at, or put to, the meeting) or any other matter arising directly or indirectly from the business is final (including any procedural motions moved at, or put to, the meeting). Any challenge to a right to vote (whether on a show of hands or on a poll) or to a determination to allow or disregard a vote (including in either case a Direct Vote) may only be made at the meeting and may be determined by the chair of the meeting whose decision is final.

• (i) If a person purports to cast a vote (including a Direct Vote) at or for the purposes of a general meeting in contravention of the Corporations Act or Listing Rules, the chair of the meeting may determine that the vote be disregarded and treated as not having been cast.

• (j) Nothing contained in this clause 48 limits the powers conferred on a chair of a general meeting by law.

49 Acting Chair

• (a) If during any general meeting the chair of the meeting acting under clause 48 is unwilling to chair any part of the proceedings, that chair may withdraw during the relevant part of the proceedings and may nominate any person who immediately before the general meeting was a Director or who has been nominated for election as a Director at the

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meeting to be acting chair of the meeting during the relevant part of the proceedings. In the event any of the aforementioned persons is unable or unwilling to act, the chair may nominate any person they deem fit. On the conclusion of the relevant part of the proceedings the acting chair of the meeting is to withdraw and the chair of the meeting acting under clause 48 is to resume to chair the meeting.

• (b) Where an instrument of proxy appoints the chair of a general meeting as proxy for the part of the proceedings for which an acting chair of the meeting has been nominated, the instrument of proxy is taken to be in favour of that acting chair for the relevant part of the proceedings.

50 Adjournment of General Meetings

• (a) During the course of a general meeting the chair of the meeting may adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting or any debate or discussion either to a later time at the same meeting or to an adjourned meeting to be held at the time and place determined by that chair.

• (b) If the chair of a general meeting exercises a right of adjournment of the meeting under this clause 50, that chair has the sole discretion to decide whether to seek the approval of the Shareholders Present to the adjournment and, unless that chair exercises that discretion, no vote may be taken by the Shareholders Present in respect of the adjournment.

• (c) No business may be transacted at any adjourned general meeting other than the business left unfinished at the meeting from which the adjournment took place.

51 Voting at General Meetings

• (a) Subject to the requirements of the Corporations Act, any question submitted to a general meeting is to be decided by a simple majority of votes validly cast on the question at or for the purpose of the meeting.

• (b) The chair of a general meeting may determine that any question to be submitted to the meeting be determined by a poll without first submitting the question to the meeting to be decided by a show of hands.

• (c) Unless the chair of a general meeting makes the determination referred to in clause 51(b), each question submitted to the meeting is to be decided in the first instance by a show of hands.

• (d) Unless a poll is demanded, a declaration by the chair of a general meeting following a vote on a show of hands at the meeting that a resolution has been passed or lost is conclusive, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

• (e) At any general meeting, a poll may be demanded by a shareholder in accordance with the Corporations Act (and not otherwise) or by the chair of the meeting. No poll may be demanded on the election of a chair of the meeting or, unless that chair otherwise determines, the adjournment of the meeting. A demand for a poll may be withdrawn.

• (f) The Board may, subject to law, determine that, at any meeting of shareholders or a class of shareholders, a shareholder who is entitled to attend and vote at that meeting is entitled to give their vote by Direct Vote.

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52 Special Meetings

The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that:

• (a) a quorum is constituted by at least 2 persons who, between them, hold or represent onethird of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and

• (b) any holder of shares of the class, present in person or by proxy, or attorney or representative, may demand a poll.

53 Procedure for Polls

• (a) When demanded at a general meeting, a poll may be taken in the manner and at the time that the chair of the meeting directs.

• (b) The result of a poll may be announced in the manner and at the time (whether during the relevant meeting or afterwards) that the chair of the meeting considers appropriate.

• (c) The result of a poll is the resolution of the meeting at which the poll was demanded.

• (d) The demand for a poll does not prevent a meeting from continuing for the transaction of any business other than that on which a poll has been demanded. Subject to clauses 50 and 51(e), a poll demanded on any question of adjournment is to be taken at the meeting and without adjournment.

54 Chair has Casting Vote

In the case of an equality of votes on a show of hands or on a poll, at or for the purposes of a general meeting of the company, the chair of the meeting has a casting vote in addition to any vote to which that chair may be entitled as a shareholder or as a proxy, attorney or properly appointed representative of a shareholder.

55

Representation and Voting of Shareholders

Subject to this Constitution and any rights or restrictions for the time being attached to any class or classes of shares:

• (a) at meetings of shareholders or a class of shareholders each shareholder entitled to attend and vote may:

• (i) attend and vote in person; or

• (ii) be represented and vote by proxy, by attorney or (where the shareholder is a body corporate) by representative; or

• (iii) if a determination has been made by the Board in accordance with clause 51(f), vote by Direct Vote;

• (b) a shareholder may only vote by one of the permitted methods in clause 55(a) in respect of a share although, without limiting clauses 59(b) and 60(a), a shareholder may attend and participate in a meeting even though the shareholder has previously appointed a proxy or attorney, or has given a Direct Vote, in respect of that meeting;

• (c) on a show of hands in respect of a resolution:

• (i) subject to clauses 55(c)(ii) and 55(c)(iii), each Shareholder Present has one vote;

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• (ii) where a shareholder has appointed more than one person as representative, proxy or attorney for the shareholder, none of the representatives, proxies or attorneys is entitled to vote; and;

• (iii) where a person is entitled to vote because of clause 55(c)(i) in more than one capacity, that person is entitled only to one vote; and

• (iv) a Direct Vote is not counted; and

• (d) on a poll in respect of a resolution, subject to clauses 55(b) and 60:

• (i) every Shareholder Present; and

• (ii) if a determination has been made by the Board in accordance with clause 51(f), every shareholder who gives a Direct Vote,

having the right to vote on the resolution has:

• (iii) one vote for each fully paid share they hold; and

• (iv) in the case of a partly paid share, that fraction of a vote equivalent to the proportion that the amount paid up on that shareholder's share bears to the total amount paid and payable for that share. Amounts paid in advance of a call are ignored when calculating the proportion; and.

• (v) in respect of every shareholder who gives a Direct Vote, their vote is treated as if the shareholder cast the vote in the poll at the meeting, and must be counted accordingly.

56 Restriction on Voting Rights

A shareholder is not entitled:

• (a) to be counted for the purpose of constituting a quorum at a general meeting unless the shareholder holds at least one share upon which no calls and no other sums are presently payable by the shareholder to the company; and

• (b) to vote at a general meeting in respect of a share upon which any calls or other sums are presently payable by the shareholder to the company.

57

Form of Proxy

• (a) A shareholder who is entitled to attend and vote at a meeting of the company may appoint a person as a proxy to attend and vote for the shareholder in accordance with the Corporations Act but not otherwise. A proxy appointed in accordance with the Corporations Act to attend and vote may exercise the rights of the shareholder on the basis and subject to the restrictions provided in the Corporations Act but not otherwise.

• (b) An appointment of a proxy is valid if it is in accordance with the Corporations Act or in any form (including electronic) that the Board may prescribe or accept.

• (c) If a proxy appointment is not properly executed or validated, incomplete or unclear, the following provisions apply. Nothing obliges the Board or the company to do anything referred to in those provisions.

• (i) If the name of the proxy is not included, the name of any Director or Secretary may be inserted by the Secretary on the authority of the Board (which may occur later than the time specified in the relevant notice of meeting for the receipt of proxy appointments).

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• (ii) If the appointment has not been duly signed or validated, the company may:

  • (A) return the appointment to the appointing shareholder; and

  • (B) request that the shareholder sign or validate the appointment and return it to the company within a period decided by the Board (which may be later than the time specified in the relevant notice of meeting for the receipt of proxy appointments).

• (iii) If the appointment is otherwise incomplete or unclear, the company may, by written or oral communication, clarify with a shareholder any instruction on the appointment and complete or amend the contents of any appointment to reflect any clarification in instruction received from the shareholder (which completion or amendment may occur later than the time specified in the relevant notice of meeting for the receipt of proxy appointments). For this purpose the shareholder appoints the company as its attorney.

• (d) Where a notice of meeting provides for electronic lodgement of proxy appointments, an appointment lodged at the electronic address or by the electronic means specified in the notice is taken to have been received at the registered office of the company and validated by the shareholder if there is compliance with the requirements set out in the notice.

58 Form of Direct Vote

• (a) The Board may, subject to this Constitution, prescribe regulations, clauses and procedures in relation to the giving of Direct Votes (including specifying the form, method and timing of giving a Direct Vote at or for the purposes of a meeting in order for the vote to be valid) and for revoking a Direct Vote. Without limitation, such regulations, rules and procedures may permit a shareholder to give a Direct Vote prior to the relevant meeting. The Board must specify in the notice of meeting, or in any document accompanying the notice of meeting or otherwise made available to shareholders for the purpose of the meeting, the form, method and timing of giving a Direct Vote in order for the Direct Vote to be valid.

• (b) If sent by post or fax, a Direct Vote must be signed by the shareholder or properly authorised attorney or, if the shareholder is a company, either under seal or by a duly authorised officer or attorney.

• (c) If sent or lodged electronically, a Direct Vote is taken to have been signed if it has been signed or authorised by the shareholder in the manner approved by the Board or specified in the notice of meeting.

• (d) At least 48 hours (or any shorter period as the Board may permit or specified by the Corporations Act) before the time for holding the relevant meeting, adjourned meeting or a poll at which a person proposes to cast a notice of their voting intention, the company must receive at its registered office or at such other electronic address or by such other electronic means specified for that purpose in the notice of meeting:

• (i) the Direct Vote; and

• (ii) if relevant, any authority or power under which the Direct Vote was signed or a certified copy of that power or authority if not already lodged with the company.

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• (e) A notice of voting intention is valid if it contains the following information:

• (i) the shareholder's name and address or any applicable identifying notations such as the holder identification number or similar approved by the Board or specified in the notice of meeting; and

• (ii) the shareholder's voting intention on any or all of the resolutions to be put before the meeting, in respect of which meeting a determination has been made by the Board in accordance with clause 51(f).

59 Validity of Proxies, Attorneys and Representatives

• (a) A vote exercised in accordance with the terms of a proxy appointment, a power of attorney or other relevant instrument of appointment is valid despite:

• (i) the previous death or unsoundness of mind of the principal;

• (ii) the revocation of the appointment, power or instrument (or of the authority under which it was made or given); or

• (iii) the transfer of the share in respect of which the appointment, power or instrument is made or given,

if no notice in writing of the death, unsoundness of mind, revocation or transfer (as the case may be) has been received by the company at its registered office at least 48 hours (or any shorter period as the Board may permit or specified by the Corporations Act) before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.

• (b) A proxy appointment or power of attorney (subject to its terms) is not revoked by the principal attending the relevant meeting unless the principal instructs the company (or at the company's instruction, the company's Securities registry) prior to the meeting that the shareholder wishes to vote in person on any or all of the resolutions to be put before the meeting, in which case the proxy appointment or power of attorney is revoked entirely for that meeting.

• (c) Voting instructions given by a shareholder to a Director or employee of the company who is held out by the company in material sent to shareholders as willing to act as proxy and who is appointed as proxy ( Company Proxy ) are valid only if contained in the form of appointment of the Company Proxy. If a shareholder wishes to give a Company Proxy appointed by the shareholder new instructions or variations to earlier instructions, the new or varied instructions are only valid if either they are received at the registered office of the company at least 48 hours before the meeting or adjourned meeting by a notice in writing signed by the shareholder or they are otherwise validated by the shareholder in a manner acceptable to the Board in its discretion prior to the commencement of the meeting.

60 Validity of Direct Votes

Where the Board determines that, at a meeting of shareholders or a class of shareholders, shareholders will be entitled to vote by Direct Vote, the following provisions apply:

• (a) a Direct Vote by a shareholder is not revoked by the shareholder attending the meeting unless the shareholder instructs the company (or at the company's instruction, the company's Securities registry) prior to the meeting that the shareholder wishes to vote in person on any or all of the resolutions to be put before the meeting, in which case the Direct Vote by the shareholder is revoked;

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• (b) a Direct Vote by a shareholder is automatically revoked if the company receives a further valid Direct Vote from the shareholder;

• (c) a Direct Vote by a shareholder is automatically revoked if, after the Direct Vote is received, the company receives a valid proxy appointment in respect of that shareholder for the relevant meeting;

• (d) a Direct Vote by a shareholder revokes the authority of a previously provided proxy appointment, power of attorney or other relevant instrument of appointment in respect of that shareholder for the relevant meeting;

• (e) a Direct Vote by a shareholder is valid even if prior to the vote being counted:

• (i) the shareholder becomes of unsound mind or dies;

• (ii) subject to clause 60(a), the shareholder wishes to change their vote; or

• (iii) where the Direct Vote is given on behalf of the shareholder by an attorney, the appointment of the attorney or the authority under which the appointment was made is revoked,

if no notice in writing of the relevant event has been received by the company at its registered office at least 48 hours (or any shorter period as the Board may permit or specified by the Corporations Act) before the commencement of the meeting or adjourned meeting to which the Direct Vote relates; and

• (f) if the chair of the meeting determines it is appropriate, a Direct Vote by a shareholder on a resolution is taken to be a Direct Vote on the resolution as amended.

Appointment, Removal and Remuneration of Directors

61 Number of Directors

• (a) All Directors are to be natural persons.

• (b) The number of Directors (not including alternate Directors) must not be less than three nor more than twelve (or, subject to clause 62(c), such lower number that the Board may determine from time to time in accordance with the Corporations Act, provided that the Board may not reduce the number below the number of Directors in office at the time of the reduction).

62 Appointment and Removal of Directors

• (a) The company in general meeting may by resolution:

• (i) appoint any person as a Director either to fill a casual vacancy or as an addition to the Board, provided that the number of Directors (not including alternate Directors) does not exceed the maximum number determined under clause 61(b); and

• (ii) remove any Director from office.

• (b) No person other than a retiring Director or a Director vacating office under clause 62(c) is eligible to be elected a Director at any general meeting unless a notice of the person's candidature (signed by the person) is given to the company at its registered office at least 35 Business Days before the meeting (or, in the case of a meeting that shareholders have requested the Board to call, 30 Business Days).

• (c) The Board may at any time appoint any person as a Director either to fill a casual vacancy or as an addition to the Board, provided that the number of Directors (not

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including alternate Directors) does not exceed 12. Any Director appointed under this clause 62(c) (other than an exempt Managing Director) may hold office only until the end of the next annual general meeting of the company and is then eligible for election at that meeting without needing to give any prior notice of an intention to submit for election.

63 No Share Qualification for Directors

Directors are not required to hold shares in the capital of the company.

64 Retirement of Directors

• (a) Subject to clauses 62(c), 64(c) and 72, a Director may not hold office for a continuous period in excess of three years or past the conclusion of the third annual general meeting following the Director's last election or re-election, whichever is the longer, without submitting for re-election by the company.

• (b) If no Director would otherwise be required to submit for election or re-election at an annual general meeting but the Listing Rules require that an election of Directors be held, the Director to retire at the annual general meeting is the Director who has been longest in office since last being elected. As between Directors who were last elected on the same day, the Director to retire is (in default of agreement between them) determined by lot.

• (c) A retiring Director under this clause 64 is eligible for re-election without needing to give any prior notice of an intention to submit for re-election and holds office as a Director (subject to re-election) until the end of the general meeting at which the Director retires.

65 Remuneration of Directors

• (a) The Directors are to be paid for their services as Directors.

• (b) Each non-executive Director is to be paid or provided remuneration for services, of the amount, at the time and in the manner determined by the Board, provided that the aggregate amount or value of the remuneration paid or provided to all non-executive Directors in any year may not exceed:

• (i) unless paragraph (ii) applies, the amount fixed by the Board prior to the company being admitted to the Official List of the Exchange, as disclosed in a prospectus or equivalent disclosure provided in connection with that admission; or

• (ii) the amount last approved by the company in general meeting.

Except to the extent otherwise required by the Listing Rules, the expression remuneration in this clause does not include any amount that may be paid by the company under any of clauses 65(e), 65(f), 67 and 105.

• (c) The remuneration to be paid or provided under clause 65(b) is to be divided among the Directors in the proportions as they may agree or, if they cannot agree, equally among them.

• (d) The remuneration to which a Director is entitled may be provided to a Director in cash or in any other form as is agreed between the company and the Director. A Director may elect to forgo some or all of the Director’s entitlement to cash remuneration in favour of another agreed form of remuneration and vice versa, provided the total cost to the company of that Director’s remuneration is not increased above the maximum amount for that Director under clause 65(c).

• (e) The Directors are also entitled to be paid or reimbursed for all travelling and other expenses properly incurred by them in attending and returning from any meeting of the

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Board or of a committee of the Board or any general meeting of the company, or otherwise in connection with the business or affairs of the company.

• (f) If any Director, with the approval of the Board, performs extra services or makes any special exertions for the benefit of the company, the Board may approve the payment to that Director of special and additional remuneration as the Board determines having regard to the value to the company of the extra services or special exertions. Any special or additional remuneration must not include a commission on or percentage of profits or operating revenue or turnover.

• (g) An executive Director may be appointed on terms as to remuneration, tenure of office and otherwise as may be determined by the Board.

• (h) Subject to the Corporations Act, a Director may be engaged by the company in any other capacity (other than auditor) and may be appointed on such terms as to remuneration, tenure of office and otherwise as may be determined by the Board.

66 Vacation of Office of Director

• (a) In addition to the circumstances in which the office of a Director becomes vacant:

• (i) under the Corporations Act; and

• (ii) under clauses 62(a)(ii) and 64,

the office of a Director becomes vacant if the Director:

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

• (iv) resigns by notice in writing to the company;

• (v) is absent without the consent of the Board from meetings of the Board held during a continuous period of six months; or

• (vi) dies.

• (b) The office of a Director who is an employee of the company or any of its subsidiaries is terminated on the Director ceasing to be employed (but the person concerned is eligible for reappointment or re-election as a Director), unless the Board resolves that the person should remain a Director until the next annual general meeting, in which case that Director is treated as a retiring Director at that annual general meeting under clause 64.

67

Retirement Allowance for Directors

• (a) Subject to the Corporations Act and the Listing Rules, the company may pay, provide or make any payment, pension, retiring allowance or other benefit (whether in the form of Securities, securities in any other corporation or otherwise) to any Director or any other person in connection with the Director's retirement, resignation from or loss of office or death while in office.

• (b) Subject to clause 67(a) the Board may:

• (i) make contracts or arrangements with a Director or a person about to become a Director under which the Director or any person nominated by the Director is paid or provided with a payment, pension, retiring allowance or other benefit (whether in the form of Securities, securities in any other corporation or otherwise) on or after the Director or person about to become a Director ceases to hold office for any reason; and

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• (ii) establish any fund or scheme to provide payments, pensions, retiring allowances or other benefits (whether in the form of Securities, securities in any other corporation or otherwise) for:

• (A) Directors on them ceasing to hold office; or

• (B) any person including a person nominated by the Director in the event of the Director's or director's death while in office,

and from time to time pay to the fund or scheme any sum as the company considers necessary to provide those benefits.

• (c) Without limiting clauses 67(a) and 67(b), the company may pay superannuation contributions for each Director to the extent necessary for the avoidance or minimisation of any penalty, charge, tax, or other impost on the company under any applicable legislation which imposes a penalty, charge, tax or other impost on employers if a minimum level of superannuation contributions is not paid for an employee (within the meaning of the legislation).

68 Directors May Lend to the Company

Any Director may lend money to the company at interest with or without security or may, for a commission or profit, guarantee the repayment of any money borrowed by the company or underwrite or guarantee the subscription of Securities or securities of any corporation in which the company may be interested without being disqualified in respect of the office of Director and without being liable to account to the company for the commission or profit.

69

Exercise of Voting Power in Other Corporations

The Board may exercise the voting power conferred by the shares in any corporation held or owned by the company as the Board determines (including the exercise of the voting power in favour of any resolution appointing the Directors or any of them directors of that corporation or voting or providing for the payment of remuneration to the directors of that corporation) and a Director may vote in favour of the exercise of those voting rights, despite the fact that the Director is, or may be about to be appointed, a director of that other corporation and may be interested in the exercise of those voting rights.

70 Alternate Directors

Subject to this Constitution, each Director may appoint any person approved by a majority of the other Directors to act as an alternate Director in the Director's place, either for a stated period or until the happening of a specified event, whenever by absence or illness or otherwise the Director is unable to attend to duties as a Director. The appointment must be in writing and signed by the Director and a copy of the appointment must be given to the registered office of the company or to a meeting of the Board. The appointment takes effect on approval by a majority of the other Directors or, where the approval has been granted, at any later time specified in the appointment. The following provisions apply to any alternate Director:

• (a) the appointment of the alternate Director is terminated or suspended on receipt at the registered office of the company of notice in writing signed by the Director by whom the alternate Director was appointed;

• (b) the alternate Director is entitled to receive notice of meetings of the Board and to attend and vote at the meetings if the Director by whom the alternate Director was appointed is not present;

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• (c) the alternate Director is entitled to exercise all the powers (except the power to appoint an alternate Director) and perform all the duties of a Director, to the extent the Director by whom the alternate Director was appointed has not exercised or performed them or they have not been limited by the instrument appointing the alternate Director;

• (d) the alternate Director is not, unless the Board otherwise determines, (without affecting the right to reimbursement for expenses under clause 65) entitled to receive any remuneration as a Director from the company, and any remuneration (not including remuneration authorised by the Board or reimbursement for expenses) paid to the alternate Director as a Director by the company is to be deducted from the remuneration of the Director by whom the alternate Director was appointed;

• (e) unless previously terminated, the office of the alternate Director is terminated on the death of, or termination of office by, the Director by whom the alternate Director was appointed;

• (f) the alternate Director is not to be taken into account in determining the number of Directors; and

• (g) the alternate Director is, while acting as a Director, responsible to the company for the alternate Director's own acts and defaults and is not the agent of the Director by whom the alternate Director was appointed.

71 Director's Interests

Subject to complying with the Corporations Act regarding disclosure of and voting on matters involving material personal interests, a Director may:

• (a) hold any office or place of profit in the company, except that of auditor;

• (b) hold any office or place of profit in any other company, body corporate, trust or entity promoted by the company or in which it has an interest of any kind;

• (c) enter into any contract or arrangement with the company;

• (d) participate in any association, institution, fund, trust or scheme for past or present employees of the company or Directors or persons dependent on or connected with them;

• (e) act in a professional capacity (or be a member of a firm, or an officer or employee of a body corporate, which acts in a professional capacity) for the company, except as auditor;

• (f) participate in, vote on and be counted in a quorum for any meeting, resolution or decision of the Directors and may be present at any meeting where any matter is being considered by the Directors;

• (g) sign or participate in the execution of a document by or on behalf of the company;

• (h) do any of the above despite the fiduciary relationship of the Director’s office:

• (i) without any liability to account to the company for any direct or indirect benefit accruing to the Director; and

• (ii) without affecting the validity of any contract or arrangement;

• (i) exercise the voting power conferred by securities in any entity held by the company, in accordance with the terms of their appointment, even in circumstances where a Director may be interested in the exercise (such as a resolution appointing a Director as an officer of the entity or providing for the payment of remuneration to officers of the entity); and

• (j) act as a nominee or representative of a shareholder of the company.

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A reference to the company in this clause 71 is also a reference to each related body corporate of the company.

Powers of the Board and Executives

72 Appointment of Executives

• (a) The Board may appoint one or more:

• (i) executives of the company to be Directors (subject to the provisions of this Constitution dealing with the appointment of persons as Directors); or

• (ii) Directors as executives of the company and determine the terms of such executive appointments; or

• (iii) persons to be both executives and Directors (subject to the provisions of this Constitution dealing with the appointment of Directors) and determine the terms of such executive appointments.

• (b) Subject to the terms of any agreement entered into in a particular case, the Board may at any time revoke any appointment made pursuant to this clause 72, with or without cause.

• (c) The Board may determine that anyone so appointed bears the title Managing Director or Finance Director or any other title the Board determines.

• (d) An exempt Managing Director is not subject to election and re-election. An exempt Managing Director is the Managing Director or, if there is more than one Managing Director, the Managing Director designated by the Board to be an exempt Managing Director.

73 Powers of the Board and Managing Director

• (a) The business of the company is managed by the Board, which may exercise all powers of the company that are not, by the law or this Constitution, required to be exercised by the company in general meeting.

• (b) The Board may, on the terms and conditions and with any restrictions as it determines, delegate to a Managing Director any of the powers exercisable by it and may at any time withdraw, suspend or vary any of those powers conferred on the Managing Director.

74 Company as a wholly owned subsidiary

For the purposes of section 187 of the Corporations Act, for such time as the company is a wholly owned subsidiary of a body corporate ( Holding Company ), a Director is authorised to act in the best interests of the Holding Company. In doing so, a Director will be taken to act in good faith and in the best interests of the company provided also that:

• (a) the Director acts in good faith in the best interests of the Holding Company; and

• (b) the company is not insolvent at the time the Director acts and does not become insolvent because of the Director’s act.

75 Appointment of attorney

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the company for the purposes and with the powers, authorities and discretions vested in or exercisable by the Directors for such period and subject to such conditions as they think fit.

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Proceedings of the Board

76 Proceedings of the Board

• (a) The Board may meet together for the dispatch of business and adjourn and otherwise regulate its meetings as it determines.

• (b) Until otherwise determined by the Board, two Directors form a quorum.

• (c) A Director may at any time, and a Secretary upon the request of a Director must, convene a meeting of the Board. A meeting of the Board may also be convened in any other manner determined by the Board from time to time.

• (d) Notice of a meeting of the Board may be given by mail (electronic or otherwise), personal delivery, facsimile transmission or other electronic means to the usual place of business or residence of the Director or at any other address given to a Secretary by the Director or by any technology agreed by all the Directors.

77 Meetings of the Board by Technology

• (a) For the purposes of the Corporations Act, each Director, by consenting to be a Director (or by reason of the adoption of this Constitution), consents to the use of each of the following technologies for holding a Board meeting:

• (i) video;

• (ii) telephone;

• (iii) any other technology that permits each Director to communicate with every other Director; or

• (iv) any combination of these technologies.

A Director may withdraw the consent given under this clause in accordance with the Corporations Act.

• (b) Where the Directors are not all in attendance at one place and are holding a meeting using technology and each Director can communicate with the other Directors:

• (i) the participating Directors are, for the purpose of every provision of this Constitution concerning meetings of the Board, taken to be assembled together at a meeting and to be present at that meeting; and

• (ii) all proceedings of the Board conducted in that manner are as valid and effective as if conducted at a meeting at which all of the participating Directors were physically present in the one location.

78

Chair of the Board

• (a) The Board may elect one of their number as chair of the Board and another as deputy chair of the Board and may decide the period for which that chair and that deputy chair are to hold office as chair and deputy chair, respectively.

• (b) Where a meeting of the Board is held and:

• (i) a chair of the Board has not been elected as provided by clause 78(a); or

• (ii) the chair of the Board is not able to be present at the meeting or is not present within 15 minutes after the time appointed for the meeting, or despite being so present is unable or unwilling to chair the meeting,

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the deputy chair of the Board is entitled to chair the meeting or, if the circumstances in clause 78(b)(i) or clause 78(b)(ii) apply to the deputy chair of the Board, the Directors present may elect one of their number to chair the meeting.

79 Directors' Voting Rights and Exercise of Powers

• (a) Without limiting clause 82, a meeting of the Board of which notice has been given to all Directors and at which a quorum is present, is competent to exercise any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. Nothing in this clause 79(a) limits the exercise of any authority, power or discretion of the Board which has been delegated by the Board in accordance with law or this Constitution.

• (b) Subject to this Constitution, questions arising at a meeting of the Board are decided by a majority of votes of Directors present and voting.

• (c) In the case of an equality of votes at a meeting of the Board, the chair of the meeting has a casting vote in addition to that chair's deliberative vote, unless only two Directors are present and entitled to vote at the meeting on the relevant question.

• (d) Subject to the Corporations Act and the Listing Rules, a Director:

• (i) who has an interest in a matter may vote in respect of that matter if it comes before the Board and be counted as part of the quorum;

• (ii) may enter into contracts with, or otherwise have dealings with, the company;

• (iii) may hold any other office or place of profit in the company, except as auditor; and (iv) may hold any other office or place of profit in any other company, body corporate, trust or entity promoted by the company or in which the company has an interest of any kind.

• (e) A Director is not disqualified from the Director's office by contracting with the company or any related body corporate of the company in any capacity by reason of holding the office of Director.

• (f) A Director is not liable to account to the company for any profit realised by any contract, dealings, office or place of profit contemplated by clause 79(d), by reason only of holding the office of Director or of the fiduciary relationship established by the office of Director.

• (g) Subject to the Corporations Act and the Listing Rules, a Director or any person who is an associate of a Director may participate in any issue by the company of financial products.

• (h) Despite having an interest in any contract or arrangement a Director may participate in the execution of any document evidencing or connected with the contract or arrangement, whether by signing, sealing or otherwise.

80 Material Personal Interests of Directors

• (a) In relation to a contract or arrangement in which a Director has a material personal interest:

• (i) the fact that the Director signed the document evidencing the contract or arrangement will not in any way affect its validity;

• (ii) a contract or arrangement made by the company or any related body corporate with a Director may not be avoided merely because the Director is a party to the contract or arrangement or otherwise interested in it; and

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• (iii) the Director will not be liable to account to the company for any profit derived in respect of the contract or arrangement merely because of the Director's office or the fiduciary relationship it entails.

• (b) Nothing in this clause 80 affects the duty of a Director:

• (i) who holds any office or possesses any property whereby, directly or indirectly, duties or interests might be created in conflict with the Director's duties or interests as a Director, to declare at a meeting of the Board, the fact and the nature, character and extent of the conflict; or

• (ii) to comply with the Corporations Act.

81 Committees of the Board

• (a) The Board may delegate any of its powers to committees consisting of any one or more Directors or any other person or persons as the Board thinks fit. In the exercise of delegated powers, any committee formed or person or persons appointed to the committee must conform to any regulations that may be imposed by the Board. A delegate of the Board may be authorised to sub-delegate any of the powers for the time being vested in the delegate.

• (b) The meetings and proceedings of any committee are to be governed by the provisions of this Constitution for regulating the meetings and proceedings of the Board so far as they are applicable and are not in conflict with or superseded by any regulations made by the Board under clause 81(a).

• (c) Nothing in this clause 81 limits the power of the Board to delegate.

82 Written Resolutions of Directors

• (a) The Board may pass a resolution without a Board meeting being held if all Directors, or a majority of the Directors (where notice of the resolution has been given to all Directors), who are entitled to vote on the resolution (not being less than the number required for a quorum at a meeting of the Board) assent to a document containing a statement that they are in favour of the resolution set out in the document.

• (b) A Director may signify assent to a document under this clause 82 by signing the document or by notifying a Secretary of the assent of the Director by any technology including fax or email. The resolution is passed when the last Director, or the last of the Directors constituting a majority (as applicable), has assented to the document.

• (c) Separate copies of a document may be used for signing by the Directors if the wording of the resolution and statement is identical in each copy.

• (d) Where a Director signifies assent to a document under clause 82(b) other than by signing the document, the Director must by way of confirmation sign the document before or at the next meeting of the Board attended by that Director. The resolution the subject of a document is not invalid if a Director does not comply with this requirement.

• (e) For the purpose of this clause 82, the references to Directors include any alternate Director appointed by a Director who is not available to assent to the document or is otherwise unable to assent to the document within a reasonable time, but do not include any other alternate Directors.

83 Defects in Appointments of Directors

• (a) All actions at any meeting of the Board or by a committee or by any person acting as a Director are, despite the fact that it is afterwards discovered that there was some defect

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in the appointment of any of the Directors or the committee or the person acting as a Director or that any of them were disqualified, as valid as if every person had been properly appointed and was qualified and continued to be a Director or a member of the committee.

• (b) If the number of Directors is reduced below the minimum number fixed under this Constitution, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of calling a general meeting of the company but for no other purpose.

Secretaries and Other Officers

84 Secretaries

• (a) A Secretary of the company holds office on the terms and conditions as to remuneration, and otherwise, as the Board decides.

• (b) The Board may at any time terminate the appointment of a Secretary.

85 Other Officers

• (a) The Board may from time to time:

• (i) create any other position or positions in the company with the powers and responsibilities as the Board may from time to time confer; and

• (ii) appoint any person, whether or not a Director, to any position or positions created under clause 85(a)(i).

• (b) The Board may at any time terminate the appointment of a person holding a position created under clause 85(a)(i) and may abolish the position.

Seals

86 Seals and their Use

The company may have a common seal and a duplicate common seal. If the company has any such seal:

• (a) it may only be used with the authority of the Board; and

• (b) every document to which it is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Board to countersign that document or a class of documents in which that document is included.

87 Inspection of Records

• (a) Subject to the Corporations Act, the Directors may determine whether, to what extent, at what time and places, and under what conditions, the accounting records and other documents of the company or any of them will be open to the inspection of shareholders (other than Directors).

• (b) A shareholder or other person (other than a Director) does not have the right to inspect any document of the company except as provided by law or authorised by the Directors or by the company in general meeting.

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Dividends, Interest and Reserves

88 Reserves

The Board may, before paying any Dividend to shareholders:

• (a) set aside any sums as it thinks proper as a reserve, which at the discretion of the Board may be applied for any purpose it decides, including being used in the business of the company or invested in investments selected by the Board (and the Board may vary and deal with those investments as it decides); or

• (b) carry forward any amount which the Board decides not to distribute or to transfer to a reserve; or

• (c) carry out the steps in both clauses 88(a) and 88(b).

89 Power to Declare or Determine Dividends and Pay Interest

• (a) Subject to any special rights or restrictions attached to any shares, the Board may from time to time declare or determine that a Dividend is payable.

• (b) The Board may fix the amount, the time for payment and the method of payment of a Dividend. The method of payment may include the payment of cash, the issue of Securities, the grant of options and the transfer of assets, including securities in another corporation (or any combination of them).

• (c) No Dividend bears interest against the company.

90

Crediting of Dividends

• (a) Subject to any special rights or restrictions attached to any shares, every Dividend on a share in the company is to be paid as follows, unless otherwise determined by the Board:

• (i) if the share to which a particular Dividend relates is fully paid and was fully paid during the whole period in respect of which the Dividend is to be paid, that Dividend is equal to the Dividend paid on each other share which was fully paid during the whole period in respect of which the Dividend is to be paid; and

• (ii) if the share to which a particular Dividend relates is partly paid, or is fully paid but was not fully paid during the whole of the period in respect of which the Dividend is to be paid, that Dividend is apportioned, and paid proportionately to the amounts paid (not credited) on the share in respect of which the Dividend is to be paid with respect to the issue price of the share (excluding amounts credited) during any part or parts of the period in respect of which the Dividend is to be paid.

• (b) An amount paid on a share in advance of a call is not taken for the purposes of clause 90(a)(ii) to be paid on the share.

• (c) Subject to any special rights or restrictions attached to any shares, the Board may from time to time resolve that Dividends are to be paid out of a particular source or particular sources, and in those circumstances the Board may in its absolute discretion:

• (i) allow each or any shareholder to elect from which specified sources that particular shareholder's Dividend may be paid by the company; and

• (ii) where elections are permitted and any shareholder fails to make an election, identify the particular source from which Dividends are payable.

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91 Deduction of Unpaid Amounts

The Board may apply any part of any Dividend otherwise payable to a shareholder towards satisfaction of all sums of money presently payable by the shareholder to the company on account of calls or otherwise in relation to shares in the company.

92 Distributions in Kind

If the Board has declared or determined to pay a Dividend or if the company is to reduce its capital in accordance with clause 43, wholly or partly by the distribution of specific assets (including by the issue of Securities or other financial products or by the transfer of securities or financial products), the Board may do one or more of the following:

• (a) if a difficulty arises in regard to that distribution, settle the matter as it determines and fix the value for distribution of the specific assets or any part of those assets;

• (b) decide that cash payments may be made, and make the payments to any shareholders on the basis of the value fixed by the Board in order to appropriately adjust the rights of all shareholders as the Board determines in its discretion;

• (c) vest any specific assets in trustees;

• (d) sell or cause to be sold any specific assets distributed (or which, save for the operation of this clause 92(d), would otherwise have been distributed) to any shareholders (or group of shareholders) determined by the Board in any way and on such terms as the Board determines in its discretion, including by transferring the assets to a nominee or agent determined by the Board to sell those assets on behalf of such shareholders, and distributing to such shareholders their proportion of the net proceeds of that sale (as determined by the Board);

• (e) authorise any person to make, on behalf of all the shareholders entitled to any securities or financial products, an agreement with the company (or other relevant body corporate) providing for the issue or transfer to them of any further securities or financial products and, in executing the document, the person acts as agent and attorney for the shareholders; and

• (f) if the Dividend or reduction of capital is by way of a distribution of shares or other securities in another corporation, then each shareholder is taken to have agreed to become a shareholder or securityholder of that corporation and to have agreed to be bound by the constitution of that corporation. Each shareholder also appoints each Director and each Secretary their agent and attorney to:

• (i) agree to the shareholder becoming a shareholder or securityholder of that corporation;

• (ii) agree to the shareholder being bound by the constitution of that corporation; and

• (iii) execute any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that shareholder.

Nothing in any of paragraphs (a) to (f) above limits anything in any of those other paragraphs.

93 Payment of Distributions

• (a) Any Dividend, interest or other money payable in cash in respect of Securities may be paid in any manner and by any means determined by the Board, at the sole risk of the

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intended recipient. Without limiting any other means of payment which the Board may adopt, any payment may be made:

• (i) by cheque sent through the post directed to:

  • (A) the address of the Security holder as shown in the Securities register or, in the case of joint holders, to the address shown in the Securities register as the address of the joint holder first named in that Securities register; or

  • (B) any other address as the Security holder or joint holders in writing directs or direct; or

• (ii) by electronic funds transfer to an account with a bank or other financial institution nominated by the Security holder or joint holders in writing and acceptable to the company.

• (b) Without limiting clause 93(d), if the Board decides to make a payment by electronic funds transfer under clause 93(a) and an account is not nominated by the shareholder or joint holders in accordance with the requirements of clause 93(a), the company may hold the amount payable in a separate account of the company until the holder or joint holders nominate an account in accordance with the requirements of clause 93(a).

• (c) Payments of Dividends and other distributions by the company may be made in Australian dollars or any other currency determined by the Board in its discretion. Payments in different currencies may be made to different Security holders as determined by the Board in its discretion. If a payment is made in a currency other than Australian dollars the Board may determine in its discretion the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the Board are, in the absence of manifest error, final.

• (d) Subject to law, all Dividends unclaimed may be invested or otherwise used by the Board for the benefit of the company until claimed or otherwise disposed of according to law.

Capitalisation of Profits

94 Capitalisation of Profits

• (a) The company in general meeting or the Board may resolve:

• (i) to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account, profit and loss account or otherwise available for distribution to Security holders; and

• (ii) that the sum referred to in clause 94(a)(i) be applied, in any of the ways mentioned in clause 94(b), for the benefit of Security holders in full satisfaction of their interest in the capitalised sum, in the proportions to which those Security holders would have been entitled in a distribution of that sum by way of Dividend or if there is no proportional entitlement, as the Board determines.

• (b) The ways in which a sum may be applied for the benefit of Security holders under clause 94(a) are:

• (i) in paying up any amounts unpaid on Securities held by Security holders;

• (ii) in paying up in full unissued Securities to be issued to Security holders as fully paid;

• (iii) partly as mentioned in clause 94(b)(i) and partly as mentioned in clause 94(b)(ii); or

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• (iv) any other application permitted by law and the Listing Rules.

• (c) Where the conditions of issue of a partly paid Security provide, the holder is entitled to participate in any application of a sum under clause 94(b) to a greater extent than would have been the case had those funds been distributed by Dividend but not to any greater extent than permitted by the terms of issue.

• (d) The Board may do all things that it considers necessary to give effect to the resolution and, in particular, to the extent it considers necessary to adjust the rights of the Security holders amongst themselves, may:

• (i) fix the value for distribution of the specific assets or any part of those assets;

• (ii) issue fractional certificates or make cash payments in cases where Securities become issuable in fractions or determine that fractions may be disregarded or that any fractional entitlements are to be increased to the next whole number;

• (iii) vest any cash or specific assets in trustees on trust for the persons entitled as it determines; and

• (iv) authorise any person to make, on behalf of all the Security holders entitled to any further Securities on the capitalisation, an agreement with the company providing for the issue to them, credited as fully paid up, of any further Securities or for the payment by the company on their behalf 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 that authority is effective and binding on all the Security holders concerned.

Service of Documents

95 Document includes notice

In clauses 95-103 (inclusive), a reference to a document includes a notice and a notification by electronic means.

96 Form of document

Unless expressly stated otherwise in this Constitution, all notices, certificates, statements, demands, appointments, directions and other documents referred to in this Constitution must be in writing.

97 Methods of service

The company may give a document to a shareholder:

• (a) personally;

• (b) by delivering it or sending it by post to the address for the shareholder in the register or an alternative address nominated by the shareholder;

• (c) by sending it to a fax number or electronic address nominated by the shareholder;

• (d) by notifying the shareholder by an electronic means nominated by the shareholder that:

• (i) the document is available; and

• (ii) how the shareholder may use the nominated access means to access the document; or

• (e) by any other means permitted by law.

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98 Post

A document sent by post:

• (a) if sent to an address in Australia, may be sent by ordinary post; and

• (b) if sent to an address outside Australia, must be sent by airmail,

and, in either case, is taken to have been given and received on the day after the day of its posting.

99 Fax or other electronic means

A document sent or given by fax or other electronic means:

• (a) is taken to be effected by properly addressing and transmitting the fax or other electronic transmission; and

• (b) is taken to have been given and received on the day after the date of its transmission.

100 Deemed notice to uncontactable shareholders

If a shareholder does not have an address in the register, or has not nominated an alternative address in accordance with clause 97, or if the company reasonably believes that a shareholder is not known at the shareholder’s address in the register or any alternative address provided, a document is taken to be given to the shareholder if the document is exhibited in the registered office of the company for 48 hours. The document is taken to be served at the start of that period. It need not be addressed to the shareholder.

101 Evidence of service

A certificate signed by a Director or a Secretary stating that a document was sent, delivered or given to a shareholder personally, by post, fax or other electronic means on a particular date is evidence that the document was sent, delivered or given on that date and by that means.

102 Joint holders

A document may be given by the company to the joint holders of a share by giving it to the joint holder first named in the register for the share.

103 Persons entitled to shares

A person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with clauses 95-103 (inclusive) to the person from whom that person derives title prior to registration of that person’s title in the register.

Winding Up

104 Winding Up

In a winding up of the company, the liquidator may distribute in specie the whole or any part of the company's property among the shareholders.

Indemnity

105 Indemnity of Officers, Insurance and Access

• (a) The company indemnifies each officer of the company out of the assets of the company to the relevant extent against any liability incurred by the officer in or arising out of the

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conduct of the business of the company or in or arising out of the discharge of the duties of the officer, unless incurred in circumstances that the Board resolves do not justify indemnification.

• (b) Where the Board considers it appropriate, the company may execute a documentary indemnity in any form in favour of any officer of the company provided that such terms are not inconsistent with this clause 105.

• (c) Where the Board considers it appropriate, the company may:

• (i) make payments by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the company] against any liability incurred by the officer in or arising out of the conduct of the business of the company or in or arising out of the discharge of the duties of the officer; and

• (ii) bind itself in any contract or deed with any officer of the company to make the payments.

• (d) Where the Board considers it appropriate, the company may:

• (i) give a former Director access to certain papers, including documents provided or available to the Directors and other papers referred to in those documents; and

• (ii) bind itself in any contract with a Director or former Director to give the access.

• (e) In this clause 105:

• (i) officer means:

  • (A) a director, or secretary, or senior manager; or

  • (B) a person appointed as a trustee by, or acting as a trustee at the request of, the company,

and includes a former officer.

• (ii) responsible manager means any responsible manager appointed under the terms of an Australian financial services licence.

• (iii) duties of the officer includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an officer by the company or, where applicable, a subsidiary of the company to any other corporation.

• (iv) to the relevant extent means:

• (A) to the extent the company is not precluded by law from doing so;

• (B) to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including, but without limitation, a subsidiary or an insurer under any insurance policy); and

• (C) where the liability is incurred in or arising out of the conduct of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation

• (v) liability means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal, government authority or other body.

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Small Shareholdings

106 Sale of Small Holdings

• (a) (i) In this clause 106 unless the context otherwise requires:

Divestment Notice means a notice in writing stating or to the effect that the company intends to sell or arrange the sale of the shares of a shareholder unless within the Specified Period (which must be set out in the notice):

• (A) the shareholding of the shareholder increases to at least a Marketable Parcel and the shareholder notifies the company in writing of the increase;

• (B) the shares are sold by the shareholder; or

• (C) except in respect of a Divestment Notice sent to a Prescribed New Small Holder, the shareholder gives to the company a written notice that the shareholder wishes to retain the shares.

Effective Date means the date on which this clause 106 was included in this Constitution.

New Small Holder means a shareholder who holds less than a Marketable Parcel of shares in the company where:

• (A) the holding is a new holding created by the transfer of a parcel of shares that was less than a Marketable Parcel at the time a proper ASTC transfer was initiated or a paper based transfer was lodged; and

• (B) the transfer occurred after the Effective Date.

Notice Date means the date on which the company sends to a shareholder a Divestment Notice.

Prescribed New Small Holder means a New Small Holder that the Board determines should be treated as a Prescribed New Small Holder with the consequences set out in this clause 106 and, accordingly, is a person to whom the Board determines to send a Divestment Notice specifying seven days as the Specified Period.

Sale Period means the period of either seven days following the expiration of the Specified Period or, where clause 106(b)(iv) applies, seven days following the date of receipt by the company of revocation of the notice referred to in clause 106(b)(iii)(C).

Small Holder means a shareholder who holds less than a Marketable Parcel of shares in the company but does not include a Prescribed New Small Holder.

Specified Period means either:

• (A) a period of not less than six weeks after the Notice Date, as determined by the Board; or

• (B) if the Board in its discretion determines in the case of a New Small Holder, the period of seven days after the Notice Date.

The terms Marketable Parcel and Takeover have the same meaning as they are given in the Listing Rules and the terms CHESS Holding , Holding Adjustment and Issuer Sponsored Holding have the same meaning as they are given in the ASX Settlement Operating Rules.

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• (ii) Where under this clause 106 powers are conferred on a Secretary the powers may be exercised either by the Secretary or by any person nominated by the Secretary.

• (b) (i) If the Board determines that a shareholder is a Small Holder or a Prescribed New Small Holder, a Secretary may send (subject to clause 106(b)(ii)) a Divestment Notice on behalf of the company to the shareholder.

• (ii) Subject to clause 106(e), the company may not give more than one Divestment Notice to a particular shareholder in any 12 month period.

• (iii) Where the company has sent to a shareholder a Divestment Notice then, unless within the Specified Period:

  • (A) the shareholding of the shareholder increases to at least a Marketable Parcel and the shareholder has notified the company in writing of the increase;

  • (B) the relevant shares are sold by the shareholder; or

  • (C) (save in respect of Prescribed New Small Holders who are not entitled to give notice of a wish to retain the relevant shares) the shareholder gives to the company a written notice that the shareholder wishes to retain the relevant shares,

the shareholder is deemed to have irrevocably appointed the company as the shareholder’s agent to sell the shares the subject of the Divestment Notice during the Sale Period at the price and on the terms determined by a Secretary in the Secretary’s sole discretion and to receive the proceeds of sale on behalf of the shareholder. Nothing in this clause obliges the company to sell the shares. For the purposes of the sale, the company may initiate a Holding Adjustment to move all the shares from a CHESS Holding to an Issuer Sponsored Holding or a certificated holding or to take any other action the company considers necessary or desirable to effect the sale.

• (iv) Where a shareholder (not being a Prescribed New Small Holder) has given to the company notice under clause 106(b)(iii)(C) the shareholder may at any time revoke the notice and on revocation the company is constituted the shareholder’s agent as provided in clause 106(b)(iii).

• (v) A Secretary may execute on behalf of a shareholder a transfer of the shares in respect of which the company is appointed agent under clause 106(b)(iii) in the manner and form the Secretary considers necessary and to deliver the transfer to the purchaser. The Secretary may take any other action on behalf of the shareholder as the Secretary considers necessary to effect the sale and transfer of the shares.

• (vi) The company may register a transfer of shares whether or not any certificate for the shares has been delivered to the company.

• (vii) If the shares of two or more shareholders to whom this clause 106 applies are sold to one purchaser, the transfer may be effected by one transfer.

• (viii) If shares are sold under this clause 106, the company must:

• (A) within a reasonable time after completion of the sale, inform the former shareholder of the sale and the total sale proceeds received by the company; and

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  - (B) if any certificate for the shares the subject of the transfer has been received by the company (or the company is satisfied that the certificate has been lost or destroyed or that its production is not essential), within 60 days after completion of the sale, cause the proceeds of sale to be sent to the former shareholder (or, in the case of joint holders, to the holder whose name appeared first in the Securities register in respect of the joint holding). Payment may be made in any manner and by any means as determined by the Board and is at the risk of the former shareholder.

• (ix) The company bears the costs of sale of the transferor of shares sold under this clause 106 (but is not liable for tax on income or capital gains of the former shareholder).

• (x) All money payable to former shareholders under this clause 106 which is unclaimed for one year after payment may be invested or otherwise made use of by the Board for the benefit of the company until claimed or otherwise disposed of according to law. No money payable under this clause 106 by the company to former shareholders bears interest as against the company.

• (c) (i) A certificate signed by a Secretary stating that shares sold under this clause 106 have been properly sold discharges the purchaser of those shares from all liability in respect of the purchase of those shares.

• (ii) When a purchaser of shares is registered as the holder of the shares, the purchaser:

  • (A) is not bound to see to the regularity of the actions and proceedings of the company under this clause 106 or to the application of the proceeds of sale; and

  • (B) has title to the shares which is not affected by any irregularity or invalidity in the actions and proceedings of the company.

• (d) Any remedy of any shareholder to whom this clause 106 applies in respect of the sale of the shareholder’s shares is limited to a right of action in damages against the company to the exclusion of any other right, remedy or relief against any other person.

• (e) On the date on which there is announced a Takeover, the operation of this clause 106 is suspended. Despite clause 106(b)(ii), on the close of the offers under the Takeover the company may invoke the procedures set out in this clause 106.

Dividend Reinvestment Plans

107 Dividend Reinvestment Plans

• (a) The Board may:

• (i) establish one or more plans under which some or all shareholders may elect:

  • (A) that Dividends to be paid in respect of some or all of the shares from time to time held by the shareholder are to be satisfied by the issue or transfer of fully paid shares;

  • (B) that Dividends from the company not be declared, determined or paid and that instead a payment or distribution other than a Dividend (including, without limitation, an issue of bonus shares, with no amount

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credited to the share capital account in connection with the issue of those shares) be made by the company;

  - (C) that cash Dividends from the company not be paid and that instead a cash Dividend or payment or other distribution (including, without limitation, an issue or transfer of securities) be received from the company, a related body corporate of the company or any other entity determined by the Board; and

  - (D) to participate in a Dividend selection plan, including but not limited to a plan under which shareholders may elect to receive a Dividend from the company or any related body corporate which is less in amount but franked to a greater extent than the ordinary cash Dividend declared or determined by the company or any related body corporate or to receive a Dividend from the company or any related body corporate which is greater in amount but franked to a lesser extent than the ordinary cash Dividend declared or determined by the company or any related body corporate;

• (ii) on or after establishment of any plan, extend participation in it, in whole or in part, to some or all of the holders of debt obligations of the company in respect of interest on those obligations as if that interest were Dividends; and

• (iii) vary, suspend or terminate the plan.

• (b) Any plan takes effect in accordance with its terms and the Board may do all things necessary and convenient for the purpose of implementing the plan, including the making of each necessary allotment or transfer of shares and of each necessary appropriation, capitalisation, application, payment and distribution of funds which may lawfully be appropriated, capitalised, applied, paid or distributed for the purpose of the allotment or transfer.

• (c) For the purpose of giving effect to a plan, appropriations, capitalisations, applications, payments and distributions as referred to in this clause 107 may be made and the powers of the Board under this clause 107 apply and may be exercised (with any adjustments as may be required) even if only some of the shareholders or holders of shares of any class participate in the appropriation, capitalisation, application, payment or distribution.

• (d) In offering opportunities to shareholders to participate in a plan, the Board may give information that in its opinion may be useful to assist shareholders in assessing the opportunity and making requests to their best advantage. The Directors, the company and its officers are not responsible for, nor are they obliged to provide, any legal, taxation or financial advice in respect of the choices available to shareholders.

• (e) The Board is under no obligation:

• (i) to admit any shareholder as a participant in any plan; nor

• (ii) to comply with any request made by a shareholder who is not admitted as a participant in a plan.

• (f) In establishing and maintaining a plan, the Board may exercise the powers conferred on it by the terms of the plan, by this Constitution or by the Corporations Act.

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Constitution of Rubix Resources Limited

Employee Share Plans

108 Employee Share Plans

The Board may, subject to the Listing Rules:

• (a) implement an employee share plan (on the terms it determines) under which Securities or securities of a related body corporate may be issued or otherwise provided to or for the benefit of any officer (including any Director) or employee of the company or of a related body corporate or affiliate of the company or to a relative of that officer or employee or to a company, trust or other entity or arrangement in which that officer or employee or a relative of that officer or employee has an interest;

• (b) amend, suspend or terminate any employee share plan implemented by them; and

• (c) give financial assistance in connection with the acquisition of Securities or securities of a related body corporate under any employee share plan in any manner permitted by the Corporations Act.

Clause 108(a) does not limit the Board's powers to establish an employee share plan or limit the scope or structure of a plan.

109 Bonus Share Plan

• (a) The Board may:

• (i) establish and maintain a bonus share plan; and

• (ii) vary, suspend or terminate the plan.

• (b) For the purposes of the plan, the Board may in its absolute discretion offer to shareholders of the company:

• (i) an opportunity to participate in the plan in respect of all or some of their shares; and

• (ii) an opportunity to request that, instead of participating in any Dividends in respect of the shares, they have allotted and issued to them shares under the plan credited as fully paid.

• (c) The Board may under the plan credit shares in the capital of the company as fully paid by capitalising any sum standing to the credit of the company's profit and loss account or otherwise available for distribution and may apply that sum in crediting shares in the company as fully paid up.

• (d) If a participant in the plan requests that in respect of certain shares the shareholder not be entitled to participate in any Dividend, the Dividend must be taken to relate only to the balance of the shares held by that participant at the time of the record date for the payment of that Dividend.

• (e) Where the Board has received a request from a participant in the plan in respect of certain shares that shares in the company be allotted and issued to the participant in accordance with the plan and the Board decides in its absolute discretion to comply with that request, the rights attaching to the shares the subject of the request may not be taken to have been varied even though the Dividend is not paid on all of the shares in the class and even though all of the shares in the class do not rank in calculating the number of fully paid shares to be allotted and issued to the participant in accordance with the plan.

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Constitution of Rubix Resources Limited

• (f) In offering opportunities to shareholders to participate in the plan, the Board may give information which in their opinion may be useful to assist shareholders in assessing the opportunity and making requests to their best advantage. The Board, the company and its officers are not responsible for, nor are they obliged to provide, any legal or taxation advice in respect of the choices available to shareholders.

• (g) The Board is under no obligation:

• (i) to admit any shareholder as a participant in the plan;

• (ii) to comply with any request made by a shareholder who is not admitted as a participant in the plan.

• (h) In establishing and maintaining the plan, the Board must act in accordance with the provisions of this Constitution and may exercise all or any of the powers conferred on it by this Constitution or by the Corporations Act.

Proportional Takeover Approval

110 Proportional Takeover Approval

• (a) Subject to the Corporations Act and the Listing Rules, the registration of any transfer of shares giving effect to a takeover contract under a proportional takeover bid in respect of shares in a class of shares in the company is prohibited unless and until a resolution to approve the takeover bid is passed in accordance with this clause 110.

• (b) Subject to clause 110(c), the only persons entitled to vote on a resolution to approve a proportional takeover bid are those persons who, as at the end of the day on which the first offer under the takeover bid was made, held shares included in the bid class in respect of which the offer was made. Each person entitled to vote has one vote for each share in the relevant class held by the person at that time.

• (c) Neither the bidder under the takeover bid nor any associate of the bidder is entitled to vote on the resolution.

• (d) The resolution is to be considered at a meeting convened and conducted by the company of the persons entitled to vote on the resolution. The provisions of this Constitution relating to general meetings apply to the meeting with any modifications the Board decides are required in the circumstances.

• (e) The resolution is taken to have been passed only 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 50%.

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