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17 September 2021

Shine Justice Ltd (SHJ) 2021 Annual General Meeting

As announced on 25 August 2021, Shine Justice Ltd (the Company ) will hold its Annual General Meeting ( AGM ) on Wednesday 20 October 2021 at 12pm (noon) (Brisbane time).

The AGM will be held virtually via an online platform at https://agmlive.link/SHJ21.

The following documents are attached:

Letter to Shareholders;
Notice of Annual General Meeting (with proposed amended Constitution annexed);
Virtual Meeting Online Guide; and
Sample Proxy Form.

A printed copy of the 2021 Annual Report is being mailed to shareholders who have elected to receive a printed copy. A copy of the Annual Report, which was lodged with ASX on 27 August 2021, is also available on the Company’s website, www.shinejustice.com.au.

Authorised for release by the Managing Director & CEO

For more information:

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Annette O’Hara Company Secretary

Shine Justice Ltd Level 13, 160 Ann Street Brisbane QLD 4000 Tel: 07 3837 9448 [email protected]

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17 September 2021

Dear Shareholder,

2021 Annual General Meeting

I write to invite you to attend our 2021 AGM to be held on Wednesday 20 October 2021.

In planning for this year’s AGM, we have sought to ensure the safety of shareholders, team members and others attending the meeting, whilst seeking to maximise the opportunity for shareholder participation. Having considered applicable government and health authority advice, including evolving travel, social distancing and gathering restrictions to help reduce the spread of COVID-19, we have decided to hold the AGM as a virtual event.

The Notice of Meeting and Virtual Meeting Online Guide include detailed information about how you can participate in the AGM, including how to register, follow proceedings, vote and ask questions. These documents have been lodged with the Australian Securities Exchange (ASX) and are also available on the Company’s website, www.shinejustice.com.au. Annexed to the Notice of Meeting is a copy of the Company’s Constitution, marked with changes which are proposed to be approved at the AGM. A printed copy of the Notice of Meeting and Virtual Meeting Online Guide will be posted to any shareholder on request.

As an alternative to attending the online AGM, you may wish to consider voting by proxy ahead of the meeting. A personalised proxy form accompanies this letter and may be lodged online at linkmarketservices.com.au or by other means described on the proxy form. Proxy forms must be received by 12pm (noon) (Brisbane time) on Monday 18 October 2021.

The online AGM will be conducted in the following manner:

The meeting will be held via an online platform, at https://agmlive.link/SHJ21. There will be no physical attendance of shareholders at the AGM.
All shareholders and proxyholders may participate in the AGM virtually via the online platform. To do this, shareholders and proxyholders will need a desktop or mobile/tablet device with internet access to log onto the online platform on the morning of the AGM and provide your details (including your Shareholder Reference Number (SRN) or Holder Identification Number (HIN) as applicable) to be verified as a shareholder or proxyholder.
Shareholders and proxyholders will be able, and are encouraged, to log in to the online platform at least 15 minutes prior to the scheduled start time for the AGM using the instructions set out in the Virtual Meeting Online Guide.
Once the AGM commences at 12 noon (Brisbane time), shareholders and proxyholders will be able to listen to the Chairman of the Meeting and the Managing Director & CEO talking live and in real time.
Shareholders and proxyholders will have the ability to ask questions and vote during the AGM in the manner explained in the Virtual Meeting Online Guide.

We look forward to your participation at the meeting.

Yours faithfully,

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Graham Bradley AM Chairman

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Shine Justice Ltd

ACN 162 817 905

Notice of Annual General Meeting

Wednesday 20 October 2021 12pm (noon) (Brisbane time) Virtual (online) at https://agmlive.link/SHJ21

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Part 1: Notice of Annual General Meeting

The Annual General Meeting of the Shareholders of Shine Justice Ltd will be held on Wednesday 20 October 2021 at 12pm (noon) (Brisbane time) as a virtual meeting, online at https://agmlive.link/SHJ21 for the purpose of conducting the business set out in this notice.

The Annual Report is available on our website for viewing if you have elected not to receive a hard copy. Our website address is www.shinejustice.com.au.

Ordinary business

Item 1 – Annual financial report, Directors’ report and auditor’s report

To receive and consider the annual financial report of the Company, together with the Directors’ report and the auditor’s report for the financial year ended 30 June 2021.

Item 2 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as an advisory only resolution :

That the Remuneration Report for the year ended 30 June 2021 be adopted.

Item 3 – Election of Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

That Rodney Douglas, who retires in accordance with rule 19.2(b) of the Constitution and ASX Listing Rule 14.4, and having offered himself for election, be elected as a Director.

Special business

Item 4 – Amendment of the Constitution

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

That, for the purposes of section 136(2) of the Corporations Act and all other purposes, the Constitution of the Company be amended, effective from the close of the Meeting, in the manner described in the Explanatory Statement.

All resolutions will be decided by way of poll, rather than a show of hands.

Voting exclusion statement

The Company will disregard any votes cast on item 2 by any member of Key Management Personnel of the Group, details of whose remuneration are included in the Remuneration Report, or any Closely Related Party of such a member.

However, the Company need not disregard a vote if it is cast:

by a person appointed in writing as proxy for a person who is entitled to vote (in accordance with the directions as to how to vote on the proxy form); or
by the person chairing the meeting as proxy for a person who is entitled to vote and the appointment as proxy does not specify the way the proxy is to vote and expressly authorises the person chairing the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Group.

Please refer below to the important information about the appointment of proxies.

Other information

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

Proxies

Please note that:

(a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(b) a proxy need not be a Shareholder;
(c) a Shareholder may appoint a body corporate or an individual as its proxy;
(d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and
(e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The proxy form provided provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of the appointment of corporate representative should be completed and lodged in the manner specified below.

If proxy holders vote on a poll, they must vote all directed proxies as directed. Any directed proxies which are not voted on a poll will automatically default to the chairman of the Meeting, who must vote all proxies as directed.

Proxy forms must be lodged by 12pm (noon) (Brisbane time) on Monday 18 October 2021 by one of the following methods:

wing methods:
By post:	Shine Justice Ltd c/- Link Market Services Limited Locked bag A14 Sydney South NSW 1235 Australia
By facsimile:	In Australia (02) 9287 0309 From outside Australia+61 2 9287 0309
By delivery (Monday – Friday 9am – 5pm):	Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000
Online:	Login atwww.linkmarketservices.com.au using the holding details as shown on the proxy form. Shareholders will need their ‘Holder Identifier’ (which is the Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form). Once logged in, Shareholders should select ‘voting’ and follow the prompts to lodge their vote.

Important information about proxy votes on item 2

The Corporations Act places certain restrictions on the ability of Key Management Personnel (including the Chairman of the Meeting) and their Closely Related Parties to vote on item 2, including where they are voting as proxy for another Shareholder. To ensure your votes are counted, you are encouraged to direct your proxy as to how to vote on item 2 by indicating your preference (by completing any of the ‘For’, ‘Against’ or ‘Abstain’ boxes on the proxy form).

The Chairman of the Meeting intends to vote all undirected proxies in favour of item 2.

If you appoint the Chairman of the Meeting as your proxy but do not direct the Chairman how to vote in respect of item 2, you will be directing the Chairman to vote in favour of item 2 and the Chairman will vote in this way, even though the item is connected with the remuneration of Key Management Personnel.

Corporate representatives

Any:

Corporate Shareholder; or
Corporate proxy appointed by a Shareholder,

which has appointed an individual to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry, Link Market Services, in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An Appointment of Corporate Representative form is available online at www.linkmarketservices.com.au or by contacting the Company’s share registry, Link Market Services, on +61 1300 554 474.

If you have any queries on how to cast your votes, please call the Company’s share registry, Link Market Services, on +61 1300 554 474.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 7pm (Sydney time) on Monday 18 October 2021. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Meeting.

By Order of the Board of Directors

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Annette O’Hara Company Secretary 17 September 2021

Part 2: Explanatory Statement

1 Introduction

This Explanatory Statement has been prepared for the information of Shareholders in relation to the Annual General Meeting to be held on Wednesday 20 October 2021, commencing at 12pm (noon) (Brisbane time).

The purpose of this Explanatory Statement is to provide Shareholders with the information known to the Company that the Board considers material to their decision on whether to approve the resolutions in the Notice. This document is important and should be read in conjunction with the Notice.

Capitalised terms are defined in section 4.

2 Ordinary business

Item 1 – Annual financial report, Directors’ report and auditor’s report

The first item of business of the Meeting is to receive and consider the financial report, together with the Directors’ and auditor’s reports for the financial year ended 30 June 2021.

No resolution is required for this item of business. However, as a Shareholder, you may submit a written question to the Chairman of the Meeting about the management of the Company or to the auditor, PwC, prior to the Meeting, if the question relates to:

the content of the auditor’s report; or
the conduct of the audit of the financial report.

All written questions must be received by the Company no later than the fifth business day before the Meeting (before Wednesday 13 October 2021).

All questions must be sent to the Company, not directly to the auditor.

PwC will attend the Meeting and will answer written questions submitted before the Meeting.

PwC will also be available to answer questions from Shareholders relevant to:

(a) the conduct of the audit;
(b) the preparation and content of the auditor’s report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the auditor in relation to the conduct of the audit.

Item 2 – Remuneration Report

Shareholders are entitled to vote on the question of whether the Remuneration Report contained in the Annual Report is adopted.

The Remuneration Report explains the Company’s remuneration policy and reports the remuneration arrangements for Key Management Personnel.

Shareholders should note that the resolution is ‘advisory’ only and does not bind the Directors or the Company.

However, the Corporations Act provides that if 25% or more of the votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, shareholders will be required to vote at the second of those meetings on a resolution (a ‘spill’ resolution) that another meeting be held within 90 days at which all of the company’s directors (other than the managing director) who were in office at the date of the approval of the later directors’ report must stand for re-election.

The resolution to approve the remuneration report was passed on a poll by 98.94% of the votes cast at the Company’s 2020 annual general meeting.

Following consideration of the Remuneration Report, the Chairman will give Shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

The Directors unanimously recommend that Shareholders vote in favour of item 2, noting that Directors, other Key Management Personnel and their Closely Related Parties are excluded from voting on the item.

Item 3 – Election of Directors

The third item of business of the Meeting relates to the election of a Director.

The Constitution and the ASX Listing Rules require the Company to hold an election of Directors each year. In accordance with rule 19.2(b) of the Constitution and ASX Listing Rule 14.4, a Director appointed by the Board holds office until the conclusion of the next annual general meeting and is eligible for election at that meeting.

Rod Douglas was appointed as a Non-executive Director by the Board in December 2020.

Set out below are details of the candidate for election, together with the recommendation of the Board.

Election of Rod Douglas MBA, FAICD

Rod Douglas was appointed as a Non-executive Director by the Board in December 2020.

In accordance with the Constitution, Rod Douglas holds office until the conclusion of the AGM and, being eligible, offers himself for election.

Rod is an experienced company director with a specialisation in working with owner led businesses over the last 30 years. He focuses strongly on culture, strategy and organisational value through a governance lens. Rod’s broad experience covers property, financial services, professional services, agriculture, retail and marketing. He is a director of a number of private companies, and chairs the advisory board for two significant family businesses. Rod holds a Master of Business Administration from Bond University, is a Foundation Fellow of the Australian Institute of Company Directors and is a Vincent Fairfax Fellow in Ethical Leadership.

In accordance with the Board Charter which is available on the Company’s website, a Director is considered independent if the Director is independent of management and free of any business or other relationship that could materially interfere, or be perceived as interfering, with the exercise of an unfettered and independent judgment in relation to matters concerning the Company.

Rod Douglas provides limited consultancy services to the Group, so is not currently classified by the Board as independent. From 1 July 2020 to 30 June 2021, consultancy

fees of $148,306 (including GST) were paid to companies owned by Mr Douglas. The amount paid from 11 December 2020 (the date Mr Douglas was appointed to the Board) was $48,123 (including GST). Although Mr Douglas is not currently classified as independent, the Board comprises a majority of independent non-executive Directors. Mr Douglas has a standing invitation to attend meetings of the Audit & Risk Management Committee and Nomination and Remuneration Committee, but the members of those Committees are all independent non-executive Directors.

The non-candidate Directors unanimously recommend that Mr Douglas be elected as a Director.

Special business

Item 4 – Amendment of the Constitution

In planning for this year’s AGM, the Board has focused on ensuring the safety of Shareholders, team members and other stakeholders, whilst seeking to maximise the opportunity for Shareholder participation. The Board has closely monitored the impact of the COVID-19 pandemic. Having regard to applicable government and health authority directions and advice, including evolving travel, social distancing and gathering restrictions, the Company has decided to hold the Meeting as a virtual event. This approach is in line with temporary modifications to the Corporations Act.

It is likely that in the future, the ability to hold a general meeting other than as a physical meeting will require provisions supporting this flexibility in a company’s constitution.

In order to provide flexibility in the holding of general meetings of Shareholders in the future, it is proposed to amend the Constitution to permit the holding of general meetings in a number of ways, including using technology which gives Shareholders a reasonable opportunity to participate in the meeting. The amendments will also facilitate the provision of notices of general meeting in electronic rather than physical form, which provides a cost saving for the Company.

A decision will be made in advance of each general meeting about the most appropriate format for that meeting.

The ASX Listing Rule in relation to Restricted Securities (ASX Listing Rule 15.12) has been amended to require a listed entity’s constitution to include specific provisions if it has Restricted Securities on issue. Although the Company does not have Restricted Securities on issue and has no current intention to issue Restricted Securities, it is proposed to take this opportunity to also update the relevant provisions of the Constitution (rule 2.5) to reflect the relevant ASX Listing Rule, to provide flexibility for the future.

A copy of the Constitution, marked up to show proposed changes to the existing Constitution, is included on the Company’s website, www.shinejustice.com.au and is annexed to this Notice.

Under section 136(2) of the Corporations Act, a company can modify or repeal its constitution or a provision of its constitution by special resolution of its shareholders. Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (online or by proxy, attorney or corporate representative).

The Directors unanimously recommend that Shareholders vote in favour of item 4.

4 Definitions

In this Explanatory Statement and in the Notice, the following terms have the following meanings unless the context otherwise requires:

AGM,Annual General MeetingorMeeting	The annual general meeting of the Shareholders convened pursuant to the Notice for the purpose of considering the business set out in the Notice
Annual Report	The annual report of Shine for the financial year ended 30 June 2021
ASX	ASX Limited or the securities exchange operated by it
ASX Listing Rules	The Listing Rules of ASX
Board	The Board of Directors of the Company
Closely Related Party	In relation to a member of Key Management Personnel: (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependant of the member or of the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company; (e) a company the member controls; or (f) a person prescribed by the_Corporations Regulations 2001_(Cth).
CompanyorShine	Shine Justice Ltd ACN 162 817 905
Constitution	The constitution of the Company
Corporations Act	Corporations Act 2001(Cth)
Director	A director of the Company
Group	The Company and its subsidiaries
Key Management Personnel	Those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any Director (whether executive or not)
NoticeorNotice of Meeting	The notice in Part 1 pursuant to which the Meeting is convened
PwC	PricewaterhouseCoopers
Remuneration Report	The section of the Directors’ report contained in the Annual Report entitled ‘Remuneration Report’
Restricted Securities	The meaning given to that term in the ASX Listing Rules.
Share	A fully paid ordinary share in Shine
Shareholder	A holder of Shares

Annexure

Constitution of Shine Justice Ltd ACN 162 817 905

1	Preliminary ------------------------------------------------------------------------------------------	Preliminary ------------------------------------------------------------------------------------------	1
	1.1	Definitions	1
	1.2	Interpretation	2
	1.3	Application of the Relevant Law	3
	1.4	Exercising powers	3
2	Capital -----------------------------------------------------------------------------------------------		4
	2.1	Shares	4
	2.2	Preference share rights	4
	2.3	Alteration of share capital	5
	2.4	Variation of class rights	5
	2.5	Restricted securities	6
3	Certificates ------------------------------------------------------------------------------------------		6
	3.1	Issue of certificates	6
	3.2	Cancellation of certificates	6
4	Register ----------------------------------------------------------------------------------------------		6
	4.1	Joint holders	6
	4.2	Equitable and other claims	7
5	Calls on shares --------------------------------------------------------------------------------------		7
	5.1	Power to make calls	7
	5.2	Time of calls	7
	5.3	Notice of calls	7
	5.4	Payment of calls	7
	5.5	Fixed instalments	8
	5.6	Failure to pay	8
	5.7	Proof of call	8
	5.8	Payments in advance of calls	8
	5.9	Waiver	8
6	Forfeiture of shares---------------------------------------------------------------------------------		8
	6.1	Forfeiture generally	8
	6.2	Forfeiture under the Regulations	9
	6.3	Notice of forfeiture	9
	6.4	Effect of forfeiture	9

22313147v2 | Constitution of Shine Justice Ltd

7	Lien on shares --------------------------------------------------------------------------------------	Lien on shares --------------------------------------------------------------------------------------	10
	7.1	Existence of lien	10
	7.2	Lien on distributions	10
	7.3	Sale under lien	10
	7.4	Extinguishment of lien	10
	7.5	Company’s right to recover payments	11
	7.6	Exemption from lien	11
8	Surrender of shares -------------------------------------------------------------------------------		11
9	Sale, reissue or other disposal of shares by the company -------------------------------------		11
10	Interest and costs payable -----------------------------------------------------------------------		12
11	Share	plans -----------------------------------------------------------------------------------------	13
	11.1	Implementing share plans	13
	11.2	Directors’ powers and varying, suspending or terminating share plans	13
12	Transfer of shares ---------------------------------------------------------------------------------		14
	12.1	Computerised trading	14
	12.2	Transferring shares	14
	12.3	Power to decline to register transfers	15
	12.4	Power to suspend registration of transfers	15
13	Unmarketable parcels -----------------------------------------------------------------------------		15
	13.1	Power of sale	15
	13.2	Notice of proposed sale	15
	13.3	No sale where member gives notice	16
	13.4	Terms of sale	16
	13.5	Share transfers	16
	13.6	Application of proceeds	16
	13.7	Protections for transferee	16
14	Transmission of shares ----------------------------------------------------------------------------		17
	14.1	Death of joint holder	17
	14.2	Death of sole holder	17
	14.3	Other transmission events	17
	14.4	Other rules	18
15	Proportional takeover bids -----------------------------------------------------------------------		18
	15.1	Definitions	18
	15.2	Transfers not to be registered	18
	15.3	Approving Resolution	18
	15.4	Sunset	19

22313147v2 | Constitution of Shine Justice Ltd

16	General meetings ----------------------------------------------------------------------------------	General meetings ----------------------------------------------------------------------------------	19
	16.1	Calling general meetings	19
	16.2	Postponing or cancelling a meeting	19
	16.3	Notice of general meetings	20
	16.4	Non-receipt of notice	20
	16.5	Admission to general meetings	20
	16.6	~~Multiple venuesS~~eparate meeting places and virtual general meetings	21
	16.7	Quorum at general meetings	22
	16.8	Chairman of general meetings	22
	16.9	Acting chairman	23
	16.10	Conduct at general meetings	23
	16.11	Adjournment and postponement by the chairman	23
	16.12	Decisions at general meetings	24
	16.13	When poll may be demanded	24
	16.14	Voting rights	25
	16.15	Representation at general meetings	26
	16.16	Class meetings	26
17	Proxies, attorneys and representatives ---------------------------------------------------------		27
	17.1	Appointment instruments	27
	17.2	More than two current proxies	28
	17.3	Revocation and postponement of the appointment	29
	17.4	Chairman may make a determination	29
18	Direct voting ---------------------------------------------------------------------------------------		29
	18.1	Directors may decide direct voting to apply	29
	18.2	Direct votes only counted on a poll	30
	18.3	Withdrawal of direct vote	30
	18.4	Vote not affected by death, etc. of a member	30
19	Directors --------------------------------------------------------------------------------------------		31
	19.1	Number of directors	31
	19.2	Power to appoint directors	31
	19.3	Retirement of directors	31
	19.4	Vacating office	32
	19.5	Remuneration	32
	19.6	Director need not be a member	33
	19.7	Directors interests	34
20	Powers and duties of directors -------------------------------------------------------------------		35
	20.1	General powers	35
	20.2	Power to borrow and give security	35

22313147v2 | Constitution of Shine Justice Ltd

iii

	20.3	Powers of appointment	35
21	Proceedings of directors meetings ---------------------------------------------------------------		36
	21.1	Meetings of directors	36
	21.2	Calling meetings of directors	36
	21.3	Notice of meetings of directors	36
	21.4	Quorum at meetings of directors	37
	21.5	Chairman and deputy chairman of directors	37
	21.6	Decisions of directors	38
	21.7	Written resolutions	38
22	Alternate directors --------------------------------------------------------------------------------		38
	22.1	Director may appoint alternate director	38
	22.2	Conditions of office of alternate director	39
	22.3	Committees of directors	39
	22.4	Delegation to a director	40
	22.5	Validity of acts	40
23	Executive officers ----------------------------------------------------------------------------------		40
	23.1	Managing directors and executive directors	40
	23.2	Secretary	40
	23.3	Provisions applicable to all executive officers	40
24	Indemnity and insurance -------------------------------------------------------------------------		41
	24.1	Officer’s right of indemnity	41
	24.2	Indemnity	41
	24.3	Scope of indemnity	41
	24.4	Insurance	42
	24.5	Savings	42
	24.6	Contract	42
25	Dividends and distributions ----------------------------------------------------------------------		42
	25.1	Payment of dividends and distributions	42
	25.2	Reserves and profits carried forward	42
	25.3	Apportionment of dividends	43
	25.4	Record date	43
	25.5	No interest	43
	25.6	Method of payment	43
	25.7	Retention of dividends	44
	25.8	Distribution of specific assets	44
	25.9	Source of dividends	45
	25.10	Reinvestment of dividends	45

22313147v2 | Constitution of Shine Justice Ltd

	25.11	Unclaimed dividends	45
26	Capitalising profits --------------------------------------------------------------------------------		45
	26.1	Capitalisation of reserves and profits	45
	26.2	Applying a sum for the benefit of members	45
	26.3	Implementing the resolution	46
27	Winding up -----------------------------------------------------------------------------------------		46
	27.1	Distributing surplus	46
	27.2	Dividing property	46
28	Inspection of records ------------------------------------------------------------------------------		47
	28.1	Inspection by member	47
	28.2	Access by director	47
29	Seals	------------------------------------------------------------------------------------------------	47
	29.1	Safe custody of seal	47
	29.2	Use of seal	47
30	Notices ----------------------------------------------------------------------------------------------		48
	30.1	Method of service	48
	30.2	Time of service	48
	30.3	Evidence of service	48
	30.4	Joint holders	48
	30.5	Other communications and documents	49
31	General ---------------------------------------------------------------------------------------------		49
	31.1	Submission to jurisdiction	49
	31.2	Prohibition and enforceability	49

22313147v2 | Constitution of Shine Justice Ltd

Constitution

Shine Justice Ltd ACN 162 817 905

1 Preliminary

1.1 Definitions

In this constitution:

Term	Definition
AGM	means an annual general meeting of the company that the
	Corporations Act requires to be held.
ASX Settlement Operating Rules	means the operating rules of ASX Settlement Pty Limited
	ACN 008 504 532.
Business Day	has the meaning given to that term in the Listing Rules.
Corporations Act	means Corporations Act 2001 (Cth).
Exchange	means ASX Limited ACN 008 624 691 or another body
	corporate declared by the directors to be the company’s
	primary stock exchange for the purposes of this
	definition.
Listing Rules	means the listing rules of the Exchange.
Proper ASTC Transfer	has the meaning given to that term in the
	Corporations Regulations 2001 (Cth).
Record Time	means:
	(a) in the case of a meeting for which the caller of
	the meeting has decided, under the Corporations
	Act, that shares are to be taken to be held by
	the persons who held them at a specified time
	before the meeting, that time; and
	(b) in any other case, the time of the relevant
	meeting.
Regulations	means any legislation (including subordinate legislation) as
	amended, re-enacted or replaced, and includes any
	subordinate legislation issued under it enacted in any state
	or territory of Australia or any other jurisdiction in which
	the company or any of its subsidiaries operate for the
	purpose of regulating the conduct of legal practitioners or
	the provision of legal services.
Relevant Law	means the Corporations Act, the Listing Rules and the
	ASX Settlement Operating Rules.
Representative	means, for a member which is a body corporate and for a
	meeting, a person authorised under the Corporations
	Act (or a corresponding previous law) by the body corporate
	to act as its representative at the meeting.

22313147v2 | Constitution of Shine Justice Ltd

1.2 Interpretation

In this constitution:

(a) a reference to a partly paid share is a reference to a share on which there is an amount unpaid;
(b) a reference to an amount unpaid on a share includes a reference to any amount of the issue price which is unpaid;
(c) a reference to a call or an amount called on a share includes a reference to a sum that, by the terms of issue of a share, becomes payable at one or more fixed times;
(d) a reference to a member for the purposes of a meeting of members for which the caller of the meeting has determined a Record Time is a reference to a registered holder of shares at the relevant Record Time;
(e) a reference to a person (including a member) being present at or attending a general meeting is a reference to a person (including a member) present or attending in person, using any technology (including via one or more instantaneous audio-visual communication devices or audio and visual or virtual communication technology), ~~or b~~ y proxy, attorney or Representative, or in any other manner permitted by the Corporations Act;
(f) a reference to a person holding or occupying a particular office or position is a reference to any person who occupies or performs the duties of that office or position;
(g) unless the contrary intention appears:
(i) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;
(ii) a reference to a person includes that person’s successors, legal personal representatives, permitted substitutes and permitted assigns;
(iii) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
(iv) a reference to the Listing Rules or the ASX Settlement Operating Rules includes any variation, consolidation or replacement of those rules and is to be taken to be subject to any applicable waiver or exemption;
(v) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(vi) a reference to a rule is a reference to a rule of this constitution;
(vii) a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced; and
(viii) if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day; and
(h) headings are for convenience only and do not affect interpretation.

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1.3 Application of the Relevant Law

(a) The replaceable rules in the Corporations Act do not apply to the company.
(b) A reference to the Exchange, the Listing Rules or the ASX Settlement Operating Rules only applies while the company is included in the official list of the Exchange.
(c) Where an expression is used in a manner consistent with a provision of the Relevant Law, the expression has the same meaning as in that provision.
(d) While the company is included in the official list of the Exchange, the following rules apply:
(i) despite anything contained in these rules, if the Listing Rules prohibit an act being done, the act must not be done;
(ii) nothing contained in these rules prevents an act being done that the Listing Rules require to be done;
(iii) 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);
(iv) if the Listing Rules require these rules to contain a provision and they do not contain that provision, these rules are taken to contain that provision;
(v) if the Listing Rules require these rules not to contain a provision and they contain that provision, these rules are taken not to contain that provision; and
(vi) if any provision of these rules is or becomes inconsistent with the Listing Rules, these rules are taken not to contain that provision to the extent of the inconsistency.

1.4 Exercising powers

(a) The company may exercise any power, take any action or engage in any conduct which the Corporations Act permits a company limited by shares to exercise, take or engage in.
(b) A power conferred on a person to do a particular act or thing under this constitution includes, unless the contrary intention appears, a power (exercisable in the same way and subject to the same conditions) to repeal, rescind, revoke, amend or vary that act or thing.
(c) A power conferred under this constitution to do a particular act or thing:
(i) may be exercised from time to time and subject to conditions; and
(ii) may, where the power concerns particular matters, be exercised for only some of those matters or as to a particular class of those matters, and to make different provision concerning different matters or different classes of matters.
(d) Where a power to appoint a person to an office or position is conferred under this constitution (except the power to appoint a director under rule 19.2(a)) the power includes, unless the contrary intention appears, a power to:
(i) appoint a person to act in the office or position until a person is appointed to the office or position;

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(ii) remove or suspend any person appointed (without prejudice to any rights or obligations under any contract between the person and the company); and
(iii) appoint another person temporarily in the place of any person removed or suspended or in the place of any sick or absent holder of the office or position.
(e) Where this constitution gives power to a person to delegate a function or power:
(i) the delegation may be concurrent with, or (except in the case of a delegation by the directors) to the exclusion of, the performance or exercise of that function or power by the person;
(ii) the delegation may be either general or limited in any way provided in the terms of delegation;
(iii) the delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of a specified office or position;
(iv) the delegation may include the power to delegate; and
(v) where performing or exercising that function or power depends on that person’s opinion, belief or state of mind about a matter, that function or power may be performed or exercised by the delegate on the delegate’s opinion, belief or state of mind about that matter.

2 Capital

2.1 Shares

Subject to this constitution and the Relevant Law, the directors may:

(a) issue and cancel shares;
(b) grant options over unissued shares;
(c) settle the manner in which fractions of a share are to be dealt with; and
(d) decide:
(i) the persons to whom shares are issued or options are granted;
(ii) the terms on which shares are issued or options are granted; and
(iii) the rights and restrictions attached to those shares or options.

2.2 Preference share rights

(a) The company may issue preference shares including preference shares which are, at the option of the company or holder, liable to be redeemed or converted to ordinary shares.
(b) Each preference share confers on the holder the right to:
(i) receive a preferential dividend, in priority to the payment of any dividend on the ordinary shares, at a rate (which may be fixed or variable) and on the basis

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(including whether cumulative or not) decided by the directors at the time of issue;

(ii) participate with the ordinary shares in profits and assets of the company, including on a winding up, if and to the extent the directors decide at the time of issue;
(iii) in a winding up and on redemption, payment in priority to the ordinary shares of:
- (A) the amount of any dividend accrued but unpaid on the share at the date of winding up or the date of redemption; and
- (B) any additional amount specified in the terms of issue;
(iv) (to the extent directors may decide at the time of issue), a bonus issue or capitalisation of profits in favour of holders of those shares only; and
(v) vote at any general meeting of the company, but only in the following circumstances:
- (A) on a proposal to reduce the share capital of the company, affect the rights attached to the share, to wind up the company or for the disposal of the whole of the property, business and undertaking of the company;
- (B) on a resolution to approve the terms of a buy-back agreement;
- (C) during a period in which a dividend or part of a dividend on the share is in arrears;
- (D) during the winding up of the company; or
- (E) in any other circumstances in which the Listing Rules require holders of preference shares to be entitled to vote.
(c) On a poll on a matter listed in rule 2.2(b)(v), the holder of a preference share is entitled to one vote per share or the number of votes specified in, or determined under, the terms of issue for the share.
(d) If the preference share is redeemable, the company must redeem the share and pay to, or to a person directed by the holder, the amount payable on redemption of the share, as and when required by the terms of issue.

2.3 Alteration of share capital

Subject to the Corporations Act, the company may resolve to convert or reclassify shares from one class to another and the directors may do anything required to give effect to that resolution.

2.4 Variation of class rights

(a) The rights attached to any class of shares may, unless their terms of issue state otherwise, be varied:
(i) with the written consent of the holders of 75% of the shares of the class; or
(ii) by a special resolution passed at a separate meeting of the holders of shares of the class.

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(b) The rights conferred on the holders of any class of shares are to be taken as not having been varied by the creation or issue of further shares ranking equally with them.

2.5 Restricted securities

~~If the Exchange classifies any of the company’s share capital as ‘restricted securities’, then, despite anything in this constitutionF~~ or so long as the company has restricted securities on issue:

(a) a holder o ~~fthe~~ restricted securities must not ~~be d~~ ispos ~~ed~~ 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;
(b) 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;
(c) the company ~~mustw~~ ill ~~, except as permitted by the Listing Rules or the Exchange,~~ refuse to acknowledge any disposal (including, without limitation, to register any transfer) of the restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Exchange;
~~(b)~~ (d) 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; and
~~(c)~~ (e) ~~the member~~ if a holder of ~~holding the~~ restricted securities breaches a restriction deed or a provision of this constitution restricting a disposal of those securities, the holder ~~ceases tow~~ ill not be entitled to any dividend or distribution, or to exercise ~~and to~~ any voting rights, ~~for~~ in respect of those restricted securities for so long as ~~a t~~ he breach ~~of the Listing Rules relating to restricted securities or a breach of the restriction agreement for the restricted securities subsistsc~~ ontinues.

3 Certificates

3.1 Issue of certificates

(a) Subject to the Relevant Law, the company:
(i) need not issue certificates for shares if the directors decide; and
(ii) may issue certificates for shares, cancel any certificates for shares, and replace lost or destroyed or defaced certificates for shares, on the basis and in the form which the directors decide.
(b) The company must issue to a shareholder any statements of the holding of shares registered in the shareholder’s name as required by the Relevant Law.

3.2 Cancellation of certificates

Where the directors have, under rule 3.1(a), decided not to issue certificates for securities or to cancel existing certificates, a shareholder has the right to receive statements of the holdings of the shareholder as are required to be distributed to a shareholder under the Relevant Law.

4 Register

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4.1 Joint holders

Where two or more persons are registered as the holders of a share, they are taken to hold the shares 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 shares (except in the case of trustees, executors or administrators of a deceased shareholder);
(b) the joint holders are jointly and severally liable for all payments which ought to be made in respect of the shares;
(c) only the person whose name appears first in the register as one of the joint holders of the shares is entitled, if the company is required by the Relevant Law or this constitution to issue certificates for shares, to delivery of a certificate for the shares; and
(d) any one of the joint holders may vote at any meeting of the company either personally or by duly authorised representative, proxy or attorney, in respect of the shares as if that joint holder was solely entitled to the shares, and if more than one of the joint holders are present at any meeting personally or by duly authorised representative, proxy or attorney, the joint holder who is present whose name appears first in the register for the shares is entitled alone to vote in respect of the shares.

4.2 Equitable and other claims

The registered holder of a share may be treated as the absolute owner of that share by the company. The company is under no obligation to:

(a) recognise a person as holding a share on trust, even if the company has notice of a trust; or
(b) recognise, or be bound by, any equitable, contingent, future or partial claim to or interest in a share by any other person, except an absolute right of ownership in the registered holder, even if the company has notice of that claim or interest.

5 Calls on shares

5.1 Power to make calls

The directors may:

(a) make a call on a member for any money unpaid on the shares of that member which is not, by the terms of issue of those shares, made payable at fixed times;
(b) require a call to be paid by instalments; and
(c) revoke or postpone a call.

5.2 Time of calls

A call is taken to have been made when the directors’ resolution authorising the call is passed or on a later date fixed by the directors.

5.3 Notice of calls

The company must give notice of a call at least 30 Business Days (or any longer period required by the Listing Rules) before the amount called is due, specifying the time and place of payment.

5.4 Payment of calls

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Each member must pay to the company, by the time and at the place specified, the amount called on the member’s shares.

5.5 Fixed instalments

Subject to the notice requirements under the Listing Rules, any amount unpaid on a share that, by the terms of issue of the share, becomes payable on issue or at a fixed date is taken to be subject to a call duly made and is payable under the terms of issue of the share.

5.6 Failure to pay

(a) If a member does not pay the amount due under a call in rule 5, by the time specified, the member must pay:
(i) interest on the unpaid amount from the date payment is due to the date payment is made, at a rate calculated under rule 10; and
(ii) any costs, expenses or damages the company incurs due to the failure to pay.
(b) The directors may waive payment under this rule wholly or in part.

5.7 Proof of call

In a proceeding to recover a call, or an amount payable due to the failure to pay or late payment of a call, proof that:

(a) the name of the defendant is entered in the register of members as the holder or one of the holders of the share on which the call is claimed;
(b) the resolution making the call is recorded in the minute book; and
(c) notice of the call was given to the defendant complying with this constitution, is

conclusive evidence of the debt.

5.8 Payments in advance of calls

The directors may:

(a) accept from a member the whole or a part of the amount unpaid on a share even though no part of that amount has been called;
(b) authorise payment by the company of interest on that amount, until the amount becomes payable, at a rate fixed by the directors; and
(c) repay to a member any amount accepted under rule 5.8.

5.9 Waiver

The directors may, to the extent the law permits, waive or compromise all or part of any payment due to the company under the terms of issue of a share or under rule 5.

6 Forfeiture of shares

6.1 Forfeiture generally

Subject to the Relevant Law, the company may by directors’ resolution forfeit a member’s share if:

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(a) that member does not pay a call or other amount payable for that share on or before the date for its payment;
(b) the company gives the member written notice:
(i) requiring the shareholder to pay that call or other amount; and
(ii) stating that the share is liable to be forfeited if the member does not pay to the company, at the place specified in the notice, the amount specified in the notice, within 14 days (or any longer period specified) after the date of the notice; and
(c) that shareholder does not pay that amount under that notice.

6.2 Forfeiture under the Regulations

If the company is required to do so under the Regulations, the company may by directors’ resolution forfeit a member’s share, subject only to the requirements of the relevant Regulations or such other process as the directors determine in their absolute discretion. In determining whether this rule applies, the directors may give notice to a member requiring it to provide such information as the directors require from time to time.

6.3 Notice of forfeiture

(a) The company must:
(i) notify a person who held the forfeited share immediately before the forfeiture, of a resolution under rule 6.1 or 6.2 relating to the forfeited share; and
(ii) enter the forfeiture and its date in the register of members.
(b) Any failure to do so does not invalidate the forfeiture.

6.4 Effect of forfeiture

(a) A forfeiture under rule 6.1 includes all dividends, interest and other amounts payable by the company on the forfeited share and not actually paid before the forfeiture.
(b) A forfeited share becomes the property of the company and the directors may:
(i) sell, reissue or otherwise dispose of the share as they think fit; and
(ii) in the case of reissue, or other disposal, with or without crediting as paid up any amount paid on the share by any former holder.
(c) A person whose shares have been forfeited ceases to be a member as to the forfeited shares, but must, if the directors decide, pay to the company:
(i) all calls and other amounts owing on the shares at the time of the forfeiture; and
(ii) interest on the unpaid part of the amount payable under rule 6.4(c)(i), from the date of the forfeiture to the date of payment, at a rate calculated under rule 10.
(d) A forfeiture under rule 6.1 extinguishes all interest in, and all claims against the company relating to, the forfeited share and, subject to rule 9(j), all other rights attached to the share.

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(e) The directors may:
(i) exempt a share from all or part of this rule;
(ii) waive or compromise all or part of any payment due to the company under this rule; and
(iii) before a forfeited share has been sold, reissued or otherwise disposed of, cancel the forfeiture on the conditions they decide.

7 Lien on shares

7.1 Existence of lien

Subject to the Relevant Law, the company has a first and paramount lien on each share for:

(a) all due and unpaid calls and instalments for that share;
(b) all money payable to the company by the member under an employee incentive scheme;
(c) all money which the company is required by law to pay, and has paid, for that share;
(d) reasonable interest on the amount due from the date it becomes due until payment; and
(e) reasonable expenses of the company relating to the default on payment.

7.2 Lien on distributions

A lien under rule 7.1 extends to all distributions for that share, including dividends.

7.3 Sale under lien

(a) The directors may sell a share on which the company has a lien as they think fit where:
(i) an amount for which a lien exists under this rule is presently payable; and
(ii) the company has given the registered holder a written notice, at least 14 days before the date of the sale, stating and demanding payment of that amount.
(b) The directors may do anything necessary or desirable under the ASX Settlement Operating Rules to protect any lien, charge or other right to which the company is entitled under this constitution or a law.

7.4 Extinguishment of lien

The company’s lien over a member’s shares is released (so far as it relates to amounts owing by the transferor or any predecessor in title) when the company registers a transfer of the shares without giving the transferee notice of its claim.

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7.5 Company’s right to recover payments

If any law of any place imposes on the company the liability to make a payment for a member or a share held by that member, the member or, if the member is dead, the member’s legal personal representative must:

(a) indemnify the company against that liability;
(b) on demand reimburse the company for any payment made; and
(c) pay interest on the unpaid part of the amount payable to the company under rule 7.5(b), from the date of demand until the date the company is reimbursed in full for that payment, at a rate calculated under rule 10.

7.6 Exemption from lien

The directors may:

(a) exempt a share from all or part of this rule; and
(b) waive or compromise all or part of any payment due to the company under this rule.

8 Surrender of shares

The directors may accept a surrender of shares by way of compromise of a claim. Any shares surrendered may be sold or re-issued in the same manner as a forfeited share.

9 Sale, reissue or other disposal of shares by the company

(a) A reference in this rule to a sale of a share by the company is a reference to any sale, reissue or other disposal of a share under rule 6.4(b), rule 7.3 or rule 13.
(b) When the company sells a share, the directors may:
(i) receive the purchase money or consideration given for the share;
(ii) effect a transfer of the share or sign or appoint a person to sign, on behalf of the former holder, a transfer of the share; and
(iii) register as the holder of the share the person to whom the share is sold.
(c) A person who the company sells shares to under this rule takes their title to the shares unaffected by any irregularity or invalidity about the sale. There is no need for the buyer to take any steps to investigate the regularity or validity of the sale, or to see how the purchase money or consideration on the sale is applied.
(d) A sale of the share by the company is valid even if an event described in rule 14 occurs to the member before the sale.
(e) The only remedy of a person who suffers a loss because of a sale of a share by the company is a claim for damages against the company.

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(f) The proceeds received on the sale of a share by the company are applied:
(i) first, to the expenses of the sale;
(ii) secondly, to all amounts payable (whether presently or not) by the former holder to the company; and
(iii) finally, the balance is paid to the former holder on the former holder delivering to the company proof of title to the shares acceptable to the directors.
(g) Rule 9(f)(i) does not apply to the proceeds of sale arising from a notice under rule 13 (the sale of an unmarketable parcel).
(h) Any proceeds of a sale of a share by the company which have not been claimed or otherwise disposed of according to law may be invested by the directors or otherwise applied to the benefit of the company.
(i) The company is not required to pay interest on money payable to a former holder under this rule.
(j) On completion of a sale, reissue or other disposal of a share under rule 6.4(b), the rights which attach to the share which were extinguished under rule 6.4(d) revive.
(k) A written statement by a director or secretary of the company that a share in the company has been:
(i) duly forfeited under rule 6.1;
(ii) duly sold, reissued or otherwise disposed of under rule 6.4(b); or
(iii) duly sold under rule 7.3 or rule 13,

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

10 Interest and costs payable

(a) If an amount called or otherwise payable to the company for a share is not paid on or before the time for payment, the person who owes that money must pay:
(i) interest on the unpaid amount:
- (A) at a rate fixed by the directors; or
- (B) if no rate is fixed, at a rate per annum 2% higher than the rate prescribed for unpaid judgments in the Supreme Court of the state or territory in which the company is registered; and
(ii) all costs the company incurs due to the failure to pay or the late payment.
(b) Interest accrues daily and interest and costs may be capitalised monthly or at any other intervals the directors decide.
(c) The directors may waive payment of interest or costs wholly or in part.

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11 Share plans

11.1 Implementing share plans

The directors may adopt and implement one or more of the following plans on the terms they think appropriate:

(a) a re-investment plan under which any dividend or other cash payment for a share or convertible security may, at the election of the person entitled to it, be:
(i) retained by the company and applied in payment for fully paid shares issued under the plan: and
(ii) treated as having been paid to the person entitled and simultaneously repaid by that person to the company to be held by it and applied under the plan;
(b) any other plan under which members or security holders may elect that dividends or other cash payments for shares or other securities:
(i) be satisfied by the issue of shares or other securities of the company or a related body corporate, or that issues of shares or other securities of the company or a related body corporate be made in place of dividends or other cash payments;
(ii) be paid out of a particular reserve or out of profits derived from a particular source; or
(iii) be forgone in consideration of another form of distribution from the company, another body corporate or a trust; or
(c) a plan under which shares or other securities of the company or related body corporate may be issued or otherwise given for the benefit of employees or directors of the company or any of its related bodies corporate.

11.2 Directors’ powers and varying, suspending or terminating share plans

The directors:

(a) have all powers necessary or desirable to implement and carry out a plan referred to in rule 11.1 (including a plan approved by members); and
(b) may:
(i) vary the rules governing; or
(ii) suspend or terminate the operation of;

a plan referred to in rule 11.1 (including a plan approved by members) as they think appropriate.

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12 Transfer of shares

12.1 Computerised trading

(a) The directors may do anything they consider necessary or desirable and which is permitted under the Relevant Law to facilitate the involvement by the company in any computerised or electronic system established or recognised by the Relevant Law for the purposes of facilitating dealings in securities.
(b) The company must comply with and give effect to the Listing Rules and the ASX Settlement Operating Rules applying to a transfer of shares.

12.2 Transferring shares

(a) Subject to this constitution and to any restrictions attached to a member’s shares, a member may transfer any of the member’s shares by:
(i) a Proper ASTC Transfer;
(ii) a written transfer in any usual form or in any other form approved by the directors; or
(iii) any other method permitted by the Relevant Law and approved by the directors.
(b) A transfer referred to in rule 12.2(a)(ii) must be:
(i) signed by or on behalf of both the transferor and the transferee unless the transfer relates only to fully paid shares and the directors have dispensed with a signature by the transferee or the transfer of the shares is effected by a document which is, or documents which together are, a sufficient transfer of those shares under the Corporations Act;
(ii) duly stamped, if required by law; and
(iii) left for registration at the company’s registered office, or at any other place the directors decide, with any evidence the directors require to prove the transferor’s title or right to the shares and the transferee’s right to be registered as the owner of the shares.
(c) Subject to the powers vested in the directors under rules 12.3(a) and 12.4, where the company receives a transfer complying with rule 12.1, the company must register the transferee named in the transfer as the holder of the shares to which it relates.
(d) A transferor of shares remains the holder of the shares until a Proper ASTC Transfer has been effected or the transferee’s name is entered in the register of members as the holder of the shares.
(e) Subject to the Listing Rules, the company may charge a fee for registering a transfer of shares.
(f) The company may retain a registered transfer for any period the directors decide.
(g) The directors may, to the extent the law permits, waive any of the requirements of rule 12.1 and prescribe alternative requirements instead, to give effect to rule 12.1(a) or for another purpose.

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12.3 Power to decline to register transfers

(a) The directors may decline to register, or prevent registration of, a transfer of shares or apply a holding lock to prevent a transfer under the Corporations Act or the Listing Rules where:
(i) the transfer is not in registrable form;
(ii) the company has a lien on any of the shares transferred;
(iii) registration of the transfer may breach a law of Australia;
(iv) the transfer is paper-based and registration of the transfer creates a new holding which, at the time the transfer is lodged, is less than a marketable parcel;
(v) the transfer is not permitted under the terms of an employee share plan; or
(vi) the company is otherwise permitted or required to do so under the Regulations, the Listing Rules or, except for a Proper ASTC Transfer, under the terms of issue of the shares.
(b) If the directors decline to register a transfer, the company must give notice of the refusal as required by the Corporations Act and the Listing Rules. Failure to give that notice does not invalidate the decision of the directors to decline to register the transfer.
(c) The directors may delegate their authority under rule 12.3 to any person.

12.4 Power to suspend registration of transfers

The directors may suspend the registration of transfers at any time, and for any period, permitted by the ASX Settlement Operating Rules that they decide.

13 Unmarketable parcels

13.1 Power of sale

(a) The company may sell a share that is part of an unmarketable parcel if it does so under this rule. The company’s power to sell lapses if a takeover (as defined in the Listing Rules) is announced after the directors give notice under rule 13.2 and before the directors enter into an agreement to sell the share.
(b) The directors may, before a sale is effected under this rule, revoke a notice given or suspend or terminate the operation of this rule either generally or in specific cases.
(c) If a member is registered for more than one parcel of shares, the directors may treat the member as a separate member for each of those parcels so that this rule operates as if each parcel is held by different persons.

13.2 Notice of proposed sale

(a) Once in any 12 month period, the directors may decide to give written notice to a member who holds an unmarketable parcel. If they do so, the notice must:
(i) state that the company intends to sell the unmarketable parcel; and

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(ii) specify a date at least six weeks (or any lesser period permitted under the Corporations Act or the Listing Rules) after the notice is given by which the member may give the company written notice that the member wishes to retain the holding.
(b) If the directors’ power to sell lapses under rule 13.1(a), any notice given by the directors under this rule is taken never to have been given and the directors may give a new notice after the close of the offers made under the takeover.

13.3 No sale where member gives notice

The company must not sell an unmarketable parcel if, in response to a notice given by the company under this rule, the company receives written notice that the member wants to keep the unmarketable parcel.

13.4 Terms of sale

A sale of shares under this rule includes all dividends payable on and other rights attaching to them. The company must pay the costs of the sale. Otherwise, the directors may decide the manner, time and terms of sale.

13.5 Share transfers

For the purpose of giving effect to this rule, each director and each secretary has the power to initiate, sign or otherwise effect a transfer of a share as agent for a member who holds an unmarketable parcel.

13.6 Application of proceeds

The company must:

(a) deduct any called amount for the shares sold under this rule from the proceeds of sale and pay the balance into a separate bank account it opens and maintains for that purpose only;
(b) hold that balance in trust for the previous holder of the shares;
(c) as soon as practical give written notice to the previous holder of the shares stating:
(i) what the balance is; and
(ii) that it is holding the balance for the previous holder of the shares while awaiting the previous members’ instructions and return of the certificate (if any) for the shares sold or evidence of its loss or destruction;
(d) if the shares sold were certificated, not pay the proceeds of sale out of the trust account until it has received the certificate for them or evidence of its loss or destruction; and
(e) subject to paragraph 13.6(d), deal with the amount in the account as the previous holder of the shares instructs.

13.7 Protections for transferee

The title of the new holder of a share sold under this rule is not affected by any irregularity in the sale. The sole remedy of any person previously interested in the share is damages which may be recovered only from the company.

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14 Transmission of shares

14.1 Death of joint holder

If a member who owns shares jointly dies, the company recognises only the surviving joint holders as being entitled to the deceased member’s interest in the shares. The estate of the deceased member is not released from any liability for the shares.

14.2 Death of sole holder

(a) If a member who does not own shares jointly dies, the company recognises only the personal representative of a deceased member as being entitled to the deceased member’s interest in the shares. If the personal representative gives the directors the information they reasonably require to establish the representative’s entitlement to be registered as holder of the shares:
(i) the personal representative may:
- (A) by giving a written and signed notice to the company, elect to be registered as the holder of the shares; or
- (B) by giving a completed transfer form to the company, transfer the shares to another person; and
(ii) the personal representative is entitled, whether or not registered as the holder of shares, to the same rights as the deceased member.
(b) On receiving an election under rule 14.2(a)(i)(A), the company must register the personal representative as the holder of the shares. A transfer under rule 14.2(a)(i)(B) is subject to the rules that apply to transfers generally.

14.3 Other transmission events

If a person entitled to shares because of:

(a) the bankruptcy of a member;
(b) the mental incapacity of a member; or
(c) the insolvency of a member,

gives the directors the information they reasonably require to establish the person’s entitlement to be registered as holder of the shares, the person may:

(d) by giving a written and signed notice to the company, elect to be registered as the holder of the shares; or
(e) by giving a completed transfer form to the company, transfer the shares to another person,

subject to any law which regulates the relevant event.

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14.4 Other rules

(a) The directors may register a transfer of shares signed by a member before an event set out in this rule occurs even though the company has notice of the relevant event.
(b) The provisions of this constitution about the right to transfer shares and the registration of share transfers apply, so far as they can and with any necessary changes, to a notice or transfer under this rule as if the relevant event had not occurred and the notice or transfer were signed or effected by the registered holder of the share.
(c) Where two or more persons are jointly entitled to a share because of an event described in this rule they are, on being registered as the holders of the share, taken to hold the share as joint tenants and rule 4.1 applies to them.

15 Proportional takeover bids

15.1 Definitions

In this rule:

Term	Definition
Approving Resolution	means a resolution to approve the Proportional Takeover Bid
	passed in accordance with rule 15.3.
Approving Resolution Deadline	means the day that is 14 days before the last day of the
	bid period, during which the offers under the Proportional
	Takeover Bid remain open or a later day allowed by the
	Australian Securities and Investments Commission.
Proportional Takeover Bid	means a takeover bid that is made or purports to be made
	under section 618(1)(b) Corporations Act for securities
	included in a class of securities in the company.
Relevant Class	means the class of securities in the company in respect of
	which offers are made under the
	Proportional Takeover Bid.

15.2 Transfers not to be registered

Despite rules 12.2(c) and 12.3, a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid must not be registered unless an Approving Resolution has been passed or is taken to have been passed under rule 15.3.

15.3 Approving Resolution

(a) Where offers have been made under a Proportional Takeover Bid, the directors must, before the Approving Resolution Deadline:
(i) either convene a meeting, or conduct a postal ballot (in any manner determined by the directors), of the persons entitled to vote on the Approving Resolution for the purpose of approving the Proportional Takeover Bid; and
(ii) ensure that the resolution is voted on under rule 15.3.

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(b) The provisions of this constitution about general meetings apply, modified as the circumstances require, to a meeting that is convened under rule 15.3(a), as if that meeting were a general meeting of the company.
(c) The bidder under a Proportional Takeover Bid and any associates of the bidder are not entitled to vote on the Approving Resolution and if they do vote, their votes must not be counted.
(d) Subject to rule 15.3(c), a person who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held securities of the Relevant Class, is entitled to vote on the Approving Resolution for the Proportional Takeover Bid.
(e) An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.
(f) If an Approving Resolution has not been voted on under rule 15.3 as at the end of the day before the Approving Resolution Deadline, an Approving Resolution is taken to have been passed under rule 15.3 on the Approving Resolution Deadline.

15.4 Sunset

Rules 15.1, 15.2 and 15.3 cease to have effect on the third anniversary of the later of the date of adoption or last renewal of rule 15 under the Corporations Act.

16 General meetings

16.1 Calling general meetings

A general meeting may only be called:

(a) by a directors’ resolution; or
(b) as otherwise provided in the Corporations Act.

16.2 Postponing or cancelling a meeting

(a) The directors may, by notice to the Exchange:
(i) postpone a meeting of members;
(ii) cancel a meeting of members; or
(iii) change the place for or the method of holding a general meeting,

if they consider that the meeting has become unnecessary, or the venue or method would be unreasonable or impractical or a change is necessary in the interests of conducting the meeting efficiently and in compliance with applicable laws.

(b) A meeting which is not called by a directors’ resolution and is called under a members’ requisition under the Corporations Act may not be postponed or cancelled without the prior written consent of the persons who called or requisitioned the meeting.

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16.3 Notice of general meetings

(a) Notice of a general meeting must be given to each person who at the time of giving the notice:
(i) is a member, director or auditor of the company; or
(ii) is entitled to a share because of an event described in rule 14 and has satisfied the directors of his or her right to be registered as the holder of, or to transfer, the shares.
(b) The directors may decide the content of a notice of a general meeting, but they must:
(i) set out the place (if applicable), the day and the time for the meeting (and, if the meeting is to be linked to one or more separate meeting places by technology under rule 16.7(a) or be held as a virtual meeting under rule 16.7(c), the technology that will be used to facilitate the holding of the meeting in that manner); and
~~(b)(~~ ii) state the general nature of the business to be transacted at the meeting and any other matters required by the Corporations Act and the Listing Rules.
(c) Unless the Corporations Act provides otherwise:
(i) no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting; and
(ii) except with the approval of the directors or the chairman, no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a document which relates to that resolution and a copy of which has been made available to members to inspect or obtain.
(d) A person may waive notice of any general meeting by written notice to the company.

16.4 Form of notice of general meeting

Unless the law provides otherwise, a notice of general meeting and instrument of proxy:

(a) need not be provided physically in writing;
(b) may be provided to members using one or more technologies to communicate the contents; and
(c) may be provided to members using one or more technologies to communicate details of an online location where they can be viewed or downloaded.

16.4 16.5 Non-receipt of notice

(a) Subject to the Corporations Act, the:
(i) non-receipt of a notice of any general meeting by; or
(ii) accidental omission to give notice to,

any person entitled to notice does not invalidate anything done (including the passing of a resolution) at that meeting.

(b) A person’s attendance at a general meeting waives any objection that person may have to:

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(i) a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and
(ii) the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented.

16.5 16.6 Admission to general meetings

(a) The chairman of a general meeting may refuse admission to, or require to leave and remain out of, the meeting any person:
(i) in possession of a pictorial-recording or sound-recording device;
(ii) in possession of a placard or banner;
(iii) in possession of an article considered by the chairman to be dangerous, offensive or liable to cause disruption;
(iv) who refuses to produce or permit examination of any article, or the contents of any article, in the person’s possession;
(v) who behaves or threatens to behave in a dangerous, offensive or disruptive way; or
(vi) who is not entitled to receive notice of the meeting.
(b) The chairman may delegate the powers conferred by this rule to any person.
(c) A person, whether a member or not, requested by the directors or the chairman to attend a general meeting is entitled to be present and, at the request of the chairman, to speak at the meeting.

16.6 16.7 Multiple venuesS eparate meeting places and virtual general meetings

~~(a) If the chairman of a general meeting considers that there is not enough room for the members who wish to attend the meeting, they may arrange for any person whom they consider cannot be seated in the main meeting room to observe or attend the general meeting in a separate room. Even if the members present in the separate room are not able to participate in the conduct of the meeting, the meeting is nevertheless treated as validly held in the main room.~~
~~(b)~~ (a) One or more separate meeting places may be linked to the main place of a general meeting. If ~~a~~ one or more separate meeting places ~~is~~ are linked to the main place of a general meeting by ~~ano~~ ne or more instantaneous audio-visual communication devices which, by ~~itself~~ themselves or in conjunction with other arrangements:
(i) giv ~~es~~ the general body of members in the separate meeting place(s) a reasonable opportunity to participate in proceedings in the main place;
(ii) enabl ~~es~~ the chairman to be aware of proceedings in the other place(s); and
(iii) enabl ~~es~~ the members in the separate meeting place(s) to vote on a show of hands or on a poll (as the case may be),

a member present at the separate meeting place(s) is taken to be present at the general meeting and entitled to exercise all rights as if he or she was present at the main place.

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~~(c)~~ (b) If, before or during the meeting, any technical difficulty occurs where one or more of the matters set out in rule 16.7(a) ~~6(b)~~ is not satisfied, the chairman may:
(i) adjourn the meeting until the difficulty is remedied; or
(ii) continue to hold the meeting in the main place (and any other place(s) ~~which is~~ linked under rule 16.7(a) ~~6(b))~~ and transact business, and no member may object to the meeting being held or continuing.
(c) Unless the law requires otherwise, a virtual general meeting may be held without there being a physical meeting place by using any technology, including by one or more instantaneous audio-visual communication devices or audio and visual or virtual communication technology, on the basis that:
(i) the notice convening the general meeting refers to the main regulations, rules and procedures governing how the meeting is to be conducted;
(ii) a member participating at the meeting is taken to be present at the meeting for all purposes (including for the purposes of determining a quorum);
(iii) a member participating at the meeting is entitled to exercise all rights as a member at the meeting including the right to vote (as applicable) on a show of hands or a poll; and
(iv) the members participating at the meeting should be able to hear the meeting in real time and should be given a reasonable opportunity to participate including being able to ask questions or to make comments (provided that an inability of one or more members to do so will not affect the validity of the meeting or any business conducted at it for so long as sufficient members are able to do so as are required to constitute a quorum).
(d) Nothing in rule 16. ~~76~~ or rule 16.1 ~~10~~ is to be taken to limit the powers conferred on the chairman by law.

16.7 16.8 Quorum at general meetings

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

(d) At an adjourned meeting, if a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

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16.8 16.9 Chairman of general meetings

(a) The chairman of the board is entitled to take the chair at every general meeting.
(b) If at any general meeting:
(i) the chairman of the board is not present at the specified time for holding the meeting; or
(ii) the chairman of the board is present but is unwilling to act as chairman of the meeting,

the deputy chairman of the board is entitled to take the chair at the meeting.

(c) If at any general meeting:
(i) there is no chairman of the board or deputy chairman of the board;
(ii) the chairman of the board and deputy chairman of the board are not present at the specified time for holding the meeting; or
(iii) the chairman of the board and the deputy chairman of the board are present but each is unwilling to act as chairman of the meeting,

the directors present may choose another director as chairman of the meeting and if no director is present or if each of the directors present are unwilling to act as chairman of the meeting, a member chosen by the members present is entitled to take the chair at the meeting.

16.9 16.10 Acting chairman

(a) A chairman of a general meeting may, for any item of business or discrete part of the meeting, vacate the chair in favour of another person nominated by him or her ( Acting Chairman ).
(b) Where an instrument of proxy appoints the chairman as proxy for part of the proceedings for which an Acting Chairman has been nominated, the instrument of proxy is taken to be in favour of the Acting Chairman for the relevant part of the proceedings.

16.10 16.11 Conduct at general meetings

The chairman of a general meeting:

(a) has charge of the general conduct of the meeting and the procedures to be adopted at the meeting;
(b) may require the adoption of any procedure which is in the chairman’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and
(c) may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting,

and a decision by the chairman under this rule is final.

16.11 16.12 Adjournment and postponement by the chairman

(a) Despite rules 16.2(a) and 16.2(b), where the chairman considers that:

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(i) there is not enough room for the number of members who wish to attend the meeting or they cannot otherwise be accommodated; or
(ii) a postponement is necessary in light of the behaviour of persons present or for any other reason so that the business of the meeting can be properly carried out,

the chairman may postpone the meeting before it has started, whether or not a quorum is present.

(b) A postponement under rule 16.1 ~~21(~~ a) is to another time, which may be on the same day as the meeting, and may be to another place or method (and the new time and place or method is taken to be the time and place or method for the meeting as if specified in the notice which called the meeting originally).
(c) The chairman may at any time during the course of the meeting:
(i) adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting; and
(ii) for the purpose of allowing any poll to be taken or determined, suspend the proceedings of the meeting for any period or periods he or she decides without effecting an adjournment. No business may be transacted and no discussion may take place during any suspension of proceedings unless the chairman otherwise allows.
(d) The chairman’s rights under rules 16.1 ~~21(~~ a) and 16.1 ~~21(~~ c) are exclusive and, unless the chairman requires otherwise, no vote may be taken or demanded by the members present about any postponement, adjournment or suspension of proceedings.
(e) Only unfinished business may be transacted at a meeting resumed after an adjournment.
(f) Where a meeting is postponed or adjourned under rule 16.1 ~~21,~~ notice of the postponed or adjourned meeting must be given to the Exchange, but, except as provided by rule 16.1 ~~21~~ (h), need not be given to any other person.
(g) Where a meeting is postponed or adjourned, the directors may, by notice to the Exchange, postpone, cancel or change the place or method of the postponed or adjourned meeting.
(h) Where a meeting is postponed or adjourned for 30 days or more, notice of the postponed or adjourned meeting must be given as in the case of the original meeting.

16.12 16.13 Decisions at general meetings

(a) Except where a resolution requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast by the members present at the meeting. A decision made in this way is for all purposes, a decision of the members.
(b) If the votes are equal on a proposed resolution, the chairman of the meeting has a casting vote, in addition to any deliberative vote.
(c) A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is demanded:
(i) before the show of hands is taken;
(ii) before the result of the show of hands is declared; or

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(iii) immediately after the result of the show of hands is declared.

16.13 16.14 When poll may be demanded

(a) No poll may be demanded on the election of a chairman of a meeting. Otherwise, a poll may be demanded by:
(i) the chairman;
(ii) at least five members entitled to vote on the resolution; or
(iii) by members with at least 5% of the votes that may be cast on the resolution on a poll.
(b) A demand for a poll does not prevent a general meeting continuing to transact any business except the question on which the poll is demanded.
(c) Unless a poll is duly demanded, a declaration by the chairman of a general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the company’s minute book is conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
(d) If a poll is duly demanded at a general meeting, it must be taken in the way and either at once or after an interval or adjournment as the chairman of the meeting directs. The result of the poll as declared by the chairman is the resolution of the meeting at which the poll was demanded.
(e) The demand for a poll may be withdrawn with the chairman’s consent.
(f) Despite anything to the contrary in this constitution, the directors may decide that, at any general meeting or class meeting, a member who is entitled to attend and vote on a resolution at that meeting is entitled to a direct vote for that resolution. A ‘direct vote’ includes a vote delivered to the company by post, fax or other electronic means approved by the directors. The directors may prescribe regulations, rules and procedures for direct voting, including specifying the form, method and timing of giving a direct vote at a meeting for the vote to be valid.

16.14 16.15 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to any shares or class of shares, at a general meeting:
(i) on a show of hands, each member present has one vote;
(ii) where a member has appointed two persons as proxies for that member, neither proxy may vote on a show of hands;
(iii) where a person is entitled to vote by virtue of rule 17.1 in more than one capacity, that person is entitled only to one vote on a show of hands;
(iv) if the person appointed as proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on a show of hands; and
(v) on a poll, each member present:
- (A) has one vote for each fully paid share held; and
- (B) has for each share which is not fully paid a fraction of a vote equivalent

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to the proportion which the amount paid up, but not credited as paid up, on that share bears to the total of the amounts paid and payable (excluding amounts credited) on that share.

(b) The parent or guardian of an infant member may vote at any general meeting upon providing any evidence of the relationship or of the appointment of the guardian as the directors may require and any vote so tendered by a parent or guardian of an infant member must be accepted to the exclusion of the vote of the infant member.
(c) A person entitled to a share because of an event described in rule 14 may vote at a general meeting for that share in the same way as if that person were the registered holder of the share if, at least 48 hours before the meeting (or any shorter time as the directors determine), the directors:
(i) admitted that person’s right to vote at that meeting for the share; or
(ii) were satisfied of that person’s right to be registered as the holder of, or to transfer, the share.

Any vote duly tendered by that person must be accepted and the vote of the registered holder of those shares must not be counted.

(d) Where a member holds a share on which a call or other amount payable to the company has not been duly paid:
(i) that member is only entitled to be present at a general meeting and vote if that member holds, as at the Record Time, other shares on which no money is then due and payable; and
(ii) on a poll, that member is not entitled to vote for that share but may vote for any shares that member holds, as at the Record Time, on which no money is then due and payable.
(e) A member is not entitled to vote on a resolution if, under the Corporations Act or the Listing Rules, the notice which called the meeting specified that:
(i) the member must not vote or must abstain from voting on the resolution; or
(ii) a vote on the resolution by the member must be disregarded for any purposes.
(f) If the member referred to in rule 16.1 ~~54~~ (e) or a person acting as proxy, attorney or Representative of that member does tender a vote on that resolution, their vote must not be counted.
(g) An objection to the validity of a vote tendered at a general meeting must be:
(i) raised before or immediately after the result of the vote is declared; and
(ii) referred to the chairman of the meeting, whose decision is final.
(h) A vote tendered, but not disallowed by the chairman of a meeting under rule 16.1 ~~54(~~ g), is valid for all purposes, even if it would not otherwise have been valid.
(i) The chairman may decide any difficulty or dispute which arises as to the number of votes which may be cast by or on behalf of any member and the decision of the chairman is final.

16.15 16.16 Representation at general meetings

(a) Subject to this constitution, each member entitled to vote at a general meeting may vote:

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(i) in person or, where a member is a body corporate, by its Representative;
(ii) by not more than two proxies; or
(iii) by not more than two attorneys.
(b) A proxy, attorney or Representative may, but need not, be a member of the company.

16.16 16.17 Class meetings

The provisions of this constitution about general meetings apply, with necessary changes, to separate class meetings as if they were general meetings.

17 Proxies, attorneys and representatives

17.1 Appointment instruments

(a) An instrument appointing a proxy is valid if it is under the Corporations Act or in any form approved by the directors.
(b) For the purposes of rule 17.1, a proxy appointment received at an electronic address specified in the notice of general meeting for the receipt of proxy appointment or otherwise received by the company under the Corporations Act is taken to have been signed if the appointment:
(i) includes or is accompanied by a personal identification code allocated by the company to the member making the appointment;
(ii) has been authorised by the member in another manner approved by the directors and specified in or with the notice of meeting; or
(iii) is otherwise authenticated under the Corporations Act.
(c) A vote given under an instrument appointing a proxy or attorney is valid despite the transfer of the share for which the instrument was given if the transfer is not registered by the time at which the instrument appointing the proxy or attorney is required to be received under rule 17.1(h).
(d) Unless the instrument or resolution appointing a proxy, attorney or Representative provides otherwise, the proxy, attorney or Representative has the same rights to speak, demand a poll, join in demanding a poll or act generally at the meeting as the member would have had if the member was present.
(e) Unless otherwise provided in the appointment of a proxy, attorney or Representative, an appointment is taken to confer authority:
(i) even though the instrument may refer to specific resolutions and may direct the proxy, attorney or Representative how to vote on those resolutions, to do any of the acts specified in rule 17.1(f); and
(ii) even though the instrument may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue, to attend and vote at the rescheduled or adjourned meeting or at the new venue.
(f) The acts referred to in rule 17.1(e)(i) are:
(i) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;

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(ii) to vote on any procedural motion, including any motion to elect the chairman, to vacate the chair or to adjourn the meeting; and
(iii) to act generally at the meeting.
(g) A proxy form issued by the company must allow for the insertion of the name of the person to be primarily appointed as proxy and may provide that, in circumstances and on conditions specified in the form that are not inconsistent with this constitution, the chairman of the relevant meeting (or another person specified in the form) is appointed as proxy.
~~(g)~~ (h) A proxy or attorney may not vote at a general meeting or adjourned or postponed meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received by the company:
(i) at least 48 hours (or, in the case of an adjournment or postponement of a meeting, including an adjourned meeting, any lesser time that the directors or the chairman of the meeting decides) before the time for holding the meeting or adjourned or postponed meeting or taking the poll, as applicable; or
(ii) where rule 17.1(j) applies, any shorter period before the time for holding the meeting or adjourned or postponed meeting or taking the poll, as applicable, as the company determines in its discretion.

A document is received by the company under rule 17.1(h) when it is received under the Corporations Act, and to the extent permitted by the Corporations Act, if the document is produced or the transmission of the document is otherwise verified to the company in the way specified in the notice of meeting.

~~(h)(~~ i) The company is entitled to clarify with a member any instruction on an appointment of proxy or attorney which is received by the company within a period referred to in rule 17.1(h)(i) or 17.1(h)(ii) as applicable by written or verbal communication. The company, at its discretion, is entitled to amend the contents of any appointment of proxy or attorney to reflect any clarification in instruction and the member at that time is taken to have appointed the company as its attorney for this purpose.
~~(i)~~ (j) Where an instrument appointing a proxy or attorney has been received by the company within the period specified in rule 17.1(h)(i) and the company considers that the instrument has not been duly signed, the company, in its discretion, may:
(i) return the instrument appointing the proxy or attorney to the appointing member; and
(ii) request that the member duly sign the appointment and return it to the company within the period determined by the company under rule 17.1(h)(ii) and notified to the member.
~~(j)~~ (k) An instrument appointing a proxy or attorney which is received by the company under rule 17.1(j) is taken to have been validly received by the company.
~~(k)(~~ l) The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting, but if the appointer votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer’s proxy or attorney on the resolution.

17.2 More than two current proxies

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Where a member appoints two proxies or attorneys to vote at the same general meeting:

(a) if the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half the member’s votes;
(b) on a show of hands, neither proxy or attorney may vote if more than one proxy or attorney attends; and
(c) on a poll, each proxy or attorney may only exercise votes for those shares or voting rights the proxy or attorney represents.

17.3 Revocation and postponement of the appointment

(a) Unless written notice of the matter has been received at the company’s registered office (or at another place specified for lodging an appointment of a proxy or attorney for the meeting) at least 48 hours (or, in the case of an adjournment or postponement of a meeting, any lesser time that the directors or the chairman of the meeting decide) before the time for holding a meeting, adjourned meeting or poll, a vote cast by a proxy or attorney is valid even if, before the vote is cast:
(i) an event described in rule 14 occurs to the member;
(ii) the member revokes the appointment of the proxy or attorney or revokes the authority under which a third party appointed the proxy or attorney; or
(iii) the member has issued a clarifying instruction under rule 17.1(i).
(b) Where authority is given to a proxy, attorney or Representative for a meeting to be held on or before a specified date or at a specified place or method and that meeting is postponed to a later date or the meeting place or method is changed, the authority is taken to include authority to act at the rescheduled meeting unless the member granting the authority gives the company notice to the contrary under rule 17.1(h).

17.4 Chairman may make a determination

(a) The chairman of a meeting may:
(i) permit a person claiming to be a Representative to exercise the powers of a Representative, even if the person is unable to establish to the chairman’s satisfaction that he or she has been validly appointed; or
(ii) permit the person to exercise those powers on the condition that, if required by the company, he or she produce evidence of the appointment within the time set by the chairman.
(b) The chairman of a meeting may require a person acting as a proxy, attorney or Representative to establish to the chairman’s satisfaction that the person is the person duly appointed to act. If the person fails to satisfy the requirement, the chairman may exclude the person from attending or voting at the meeting.
(c) The chairman may delegate his or her powers under rule 17.4 to any person.

18 Direct voting

18.1 Directors may decide direct voting to apply

(a) The directors may determine that members may cast votes to which they are entitled on any or all of the resolutions (including special resolutions) proposed to be considered at,

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and specified in the notice convening, a meeting of members, by direct vote.

(b) If the directors decide that votes may be cast by direct vote, the directors may make the regulations they consider appropriate for the casting of direct votes.

18.2 Direct votes only counted on a poll

(a) Direct votes are not counted if a resolution is decided on a show of hands.
(b) Subject to rules 18.3 and 18.4, if a poll is held on a resolution, votes cast by direct vote by a member entitled to vote on the resolution are taken to have been cast on the poll as if the member had cast the votes on the poll at the meeting, and the votes of the member are to be counted accordingly.
(c) A direct vote received by the company on a resolution is taken to be a direct vote on that resolution as amended, if the chairman of the meeting decides this is appropriate.
(d) Receipt of a direct vote from a member has the effect of revoking (or, in the case of a standing appointment, suspending) the appointment of a proxy, attorney or representative made by the member under an instrument received by the company before the direct vote was received.

18.3 Withdrawal of direct vote

(a) A direct vote received by the company:
(i) may be withdrawn by the member by written notice received by the company before the time appointed for the commencement of the meeting (or in the case of any adjournment, the resumption of the meeting); and
(ii) is automatically withdrawn if:
- (A) the member attends the meeting in person (including, in the case of a body corporate, by representative);
- (B) the company receives from the member a further direct vote or direct votes (in which case the most recent direct vote is, subject to this rule, counted in lieu of the prior direct vote); or
- (C) the company receives, after the member’s direct vote is received, an instrument under which a proxy, attorney or representative is appointed to act for the member at the meeting under rule 17.1(h).
(b) A direct vote withdrawn under this rule is not counted.

18.4 Vote not affected by death, etc. of a member

A direct vote received by the company is valid even if, before the meeting, the member:

(a) dies or becomes mentally incapacitated;
(b) become bankrupt or an insolvent under administration or is wound up; or
(c) where the direct vote is cast on behalf of the member by an attorney, revokes the appointment of the attorney or the authority under which the appointment was made by a third party,

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unless the company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

19 Directors

19.1 Number of directors

The minimum number of directors is three. The maximum number of directors is to be fixed by the directors, but may not be more than eight unless the company in general meeting resolves otherwise. The directors must not determine a maximum which is less than the number of directors in office at the time the determination takes effect.

19.2 Power to appoint directors

(a) The directors may appoint any individual to be a director, either as an addition to the existing directors or to fill a casual vacancy, but so that the total number of directors does not exceed the maximum number fixed under this constitution.
(b) A director appointed under rule 19.2, who is not a managing director, holds office until the conclusion of the next AGM following his or her appointment.

19.3 Retirement of directors

(a) Where required by the Corporations Act or Listing Rules to do so, the company must hold an election of directors each year. If there would otherwise not be a vacancy on the board, and no director is required to retire under rules 19.2(b) or 19.3(b), then the director who has been longest in office since last being elected must retire.
(b) No director who is not a managing director may hold office without re-election beyond the third AGM following the meeting at which the director was last elected or re-elected.
(c) If there is more than one managing director, only one of them, nominated by the directors, is entitled not to be subject to vacation of office under rule 19.2(b) or retirement under rule 19.3.
(d) The directors to retire under rule 19.3 are those directors or director longest in office since last being elected. As between directors who were elected on the same day the directors to retire are (in default of agreement between them) determined by ballot. The length of time a director has been in office is calculated from the director’s last election or appointment.
(e) The directors to retire under rule 19.3 (both as to number and identity) is decided having regard to the composition of the board of directors at the date of the notice calling the AGM. A director is not required to retire and is not relieved from retiring because of a change in the number or identity of the directors after the date of the notice but before the meeting closes.
(f) The company may by resolution at an AGM fill an office vacated by a director under rules 19.2(b) or 19.3 by electing or re-electing an eligible person to that office.
(g) The retirement of a director from office under this constitution and the re-election of a director or the election of another person to that office (as the case may be) takes effect at the conclusion of the meeting at which the retirement and re-election or election occurs.

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(h) A person is eligible for election to the office of a director at a general meeting only if:
(i) the person is in office as a director immediately before that meeting;
(ii) the person has been nominated by the directors for election at that meeting; or
(iii) where a person, or some member intending to nominate the person, has given written notice signed by the nominee giving consent to the nomination and signifying either candidature for the office or the intention of the member to nominate the nominee.
(i) To be a valid notice under rule 19.3(h)(iii), the notice is required to be left at the company’s registered office not less than the period permitted by the Relevant Law, before the meeting.
(j) A partner, employer or employee of an auditor of the company may not be appointed or elected as a director.

19.4 Vacating office

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

(a) becomes an insolvent under administration, suspends payment generally to creditors or compounds with or assigns the director’s estate for the benefit of creditors;
(b) becomes a person of unsound mind or a person who is a patient under laws relating to mental health or whose estate is administered under laws about mental health;
(c) is absent from meetings of the directors during a period of three consecutive calendar months without leave of absence from the directors where the directors have not, within 14 days of having been served by the secretary with a notice giving particulars of the absence, resolved that leave of absence be granted;
(d) resigns office by written notice to the company;
(e)
is removed from office under the Corporations Act;
(f) is prohibited from being a director by reason of the operation of the Corporations Act; or
(g) is convicted on indictment of an offence and the directors do not within one month after that conviction resolve to confirm the director’s appointment or election (as the case may be) to the office of director.

19.5 Remuneration

(a) Each director is entitled to remuneration from the company for his or her services as a director as the directors decide but the total amount given to all directors for their services as directors must not exceed in aggregate in any financial year the amount fixed by the company in general meeting.

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(b) When calculating a director’s remuneration for the purposes of rule 19.5(a), any amount paid by the company or related body corporate:
(i) to a superannuation, retirement or pension fund for a director so that the company is not liable to pay the superannuation guarantee charge or similar statutory charge is to be included; and
(ii) for any insurance premium paid or agreed to be paid for a director under rule 24.4 is to be excluded.
(c) Remuneration under rule 19.5(a) may be given in the manner that the directors decide, including by way of non cash benefit, such as a contribution to a superannuation fund.
(d) The remuneration under rule 19.5(a) is taken to accrue from day to day.
(e) The remuneration of a director (who is not a managing director or an executive director) must not include a commission on, or a percentage of, profits or operating revenue.
(f) The directors are entitled to be paid all travelling and other expenses they incur in attending to the company’s affairs, including attending and returning from general meetings of the company or meetings of the directors or of committees of the directors.
(g) Any director who devotes special attention to the business of the company, or who otherwise performs services which in the opinion of the directors are outside the scope of the ordinary duties of a director, or who at the request of the directors engages in any journey on the business of the company, may be paid extra remuneration as determined by the directors. Any amount paid does not form part of the aggregate remuneration permitted under rule 19.5(a).
(h) If a director is also an officer of the company or of a related body corporate in a capacity other than director, any remuneration that director may receive for acting as that officer may be either in addition to or instead of that director’s remuneration under rule 19.5(a).
(i) The company may, subject to the Relevant Law, pay, provide or make any payment or other benefit to a director, a director of a related body corporate of the company or any other person in connection with that person’s or someone else’s retirement, resignation from or loss of office, or death while in office.
(j) The directors may establish or support, or assist in the establishment or support, of funds and trusts to provide pension, retirement, superannuation or similar payments or benefits to or for the directors or former directors and grant pensions and allowances to those persons or their dependants either by periodic payment or a lump sum.

19.6 Director need not be a member

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

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19.7 Directors interests

(a) A director is not disqualified by reason only of being a director (or the fiduciary obligations arising from that office) from:
(i) holding an office (except auditor) or place of profit or employment in the company or a related body corporate of the company;
(ii) holding an office or place of profit or employment in any other company, body corporate, trust or entity promoted by the company or in which it has interest;
(iii) being a member, creditor or otherwise being interested in any body corporate (including the company), partnership or entity, except as auditor of the company;
(iv) entering into any agreement or arrangement with the company; or
(v) acting in a professional capacity (or being a member of a firm which acts in a professional capacity) for the company, except as auditor of the company.
(b) Each director must comply with the Relevant Law on the disclosure of the director’s interests.
(c) The directors may make regulations requiring the disclosure of interests that a director, and any person taken by the directors to be related to or associated with the director, may have in any matter concerning the company or a related body corporate. Any regulations made under this constitution bind all directors.
(d) No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable only because a person fails to comply with any regulation made under rule 19.7(c).
(e) A director who has a material personal interest in a matter that is being considered by the directors must not be present at a meeting while the matter is being considered nor vote on the matter, except where permitted by the Corporations Act.
(f) If a director has an interest in a matter, then subject to rules 19.7(c), 19.7(g) and the constitution:
(i) that director may be counted in a quorum at the board meeting that considers the matter that relates to the interest provided that director is entitled to vote on at least one of the resolutions to be proposed at the meeting;
(ii) that director may participate in and vote on matters that relate to the interest;
(iii) the company can proceed with any transaction that relates to the interest and the director may participate in the execution of any relevant document by or on behalf of the company;
(iv) the director may retain the benefits under the transaction that relates to the interest even though the director has the interest; and
(v) the company cannot avoid any transaction that relates to the interest merely because of the existence of the interest.
(g) If an interest of a director is required to be disclosed under rule 19.7(b), rule 19.7(f)(iv) applies only if the interest is disclosed before the transaction is entered into.

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(h) A contract or arrangement entered into by or on behalf of the company in which a director is in any way interested is not invalid or voidable merely because the director holds office as a director or because of the fiduciary obligations arising from that office.
(i) A director who is interested in any arrangement involving the company is not liable to account to the company for any profit realised under the arrangement merely because the director holds office as a director or because of the fiduciary obligations arising from that office, if the director complies with the disclosure requirements applicable to the director under rule 19.7(a) and under the Corporations Act about that interest.
(j) A director who is interested in any contract or arrangement may, despite that interest, witness the fixing of the company seal to any document evidencing or otherwise connected with that contract or arrangement.

20 Powers and duties of directors

20.1 General powers

The directors are responsible for managing the business of the company and may exercise all powers and do all things that are within the company’s power and are not expressly required by the Corporations Act or this constitution to be exercised by the company in a general meeting.

20.2 Power to borrow and give security

(a) The directors may exercise all the powers of the company:
(i) to borrow or raise money in any other way;
(ii) to charge any of the company’s property or business or any of its uncalled capital; and
(iii) to issue debentures or give any security for a debt, liability or obligation of the company or of any other person.
(b) Debentures or other securities may be issued on the terms and at prices decided by the directors, including bearing interest or not, with rights to subscribe for, or exchange into, shares or other securities in the company or a related body corporate or with special privileges as to redemption, participating in share issues, attending and voting at general meetings and appointing directors.
(c) The directors may decide how cheques, promissory notes, banker’s drafts, bills of exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed, as applicable, by or on behalf of the company.

20.3 Powers of appointment

The directors may:

(a) appoint or employ any person as an officer, agent or attorney of the company for the purposes, with the powers, discretions and duties (including powers, discretions and duties vested in or exercisable by the directors), for any period and on any other conditions they decide;
(b) authorise an officer, agent or attorney to delegate any of the powers, discretions and duties vested in the officer, agent or attorney; and

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21 Proceedings of directors meetings

21.1 Meetings of directors

(a) The directors may meet together to attend to business and adjourn and otherwise regulate their meetings as they decide.
(b) The contemporaneous linking together by telephone or other electronic means of a sufficient number of directors to constitute a quorum, constitutes a meeting of the directors. All the provisions in this constitution relating to meetings of the directors apply, as far as they can and with any necessary changes, to meetings of the directors by telephone or other electronic means.
(c) A meeting by telephone or other electronic means is to be taken to be held at the place where the chairman of the meeting is or at any other place the chairman of the meeting decides on, if at least one of the directors involved was at that place for the duration of the meeting.
(d) A director taking part in a meeting by telephone or other electronic means is to be taken to be present in person at the meeting.
(e) If, before or during the meeting, any technical difficulty occurs where one or more directors cease to participate, the chairman may adjourn the meeting until the difficulty is remedied or may, where a quorum of directors remains present, continue with the meeting.

21.2 Calling meetings of directors

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

21.3 Notice of meetings of directors

(a) Notice of a meeting of directors must be given to each person who is, at the time the notice is given:
(i) a director, except a director on leave of absence approved by the directors; or
(ii) an alternate director appointed under rule 22 by a director on leave of absence approved by the directors.
(b) A notice of a meeting of directors:
(i) must specify the time and place of the meeting;
(ii) need not state the nature of the business to be transacted at the meeting;
(iii) may, if necessary, be given immediately before the meeting;
(iv) may be given in person or by post or by telephone, fax or other electronic means; and

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(v) is taken to have been given to an alternate director if it is given to the director who appointed that alternate director.
(c) A director or alternate director may waive notice of a meeting of directors by giving notice to that effect in person or by post or by telephone, fax or other electronic means.
(d) Failure to give a director or alternate director notice of a meeting of directors does not invalidate anything done or any resolution passed at the meeting if:
(i) the failure occurred by accident or inadvertent error; or
(ii) the director or alternate director attended the meeting or waived notice of the meeting (whether before or after the meeting).
(e) A person who attends a meeting of directors waives any objection that person may have to a failure to give notice of the meeting.

21.4 Quorum at meetings of directors

(a) No business may be transacted at a meeting of directors unless a quorum of directors is present at the time the business is dealt with.
(b) Unless the directors decide otherwise, two directors constitute a quorum.
(c) If there is a vacancy in the office of a director, the remaining directors may act. But, if their number is not sufficient to constitute a quorum, they may act only in an emergency or to increase the number of directors to a number sufficient to constitute a quorum or to call a general meeting of the company.

21.5 Chairman and deputy chairman of directors

(a) The directors may elect, for any period they decide:
(i) a director to the office of chairman of directors; and
(ii) may elect one or more directors to the office of deputy chairman of directors.
(b) The office of chairman of directors or deputy chairman of directors may, if the directors so resolve, be treated as an extra service or special exertion performed by the director holding that office for the purposes of rule 19.5(g).
(c) The chairman of directors is entitled (if present within ten minutes after the time appointed for the meeting and willing to act) to preside as chairman at a meeting of directors.
(d) If at a meeting of directors:
(i) there is no chairman of directors;
(ii) the chairman of directors is not present within ten minutes after the time appointed for the holding of the meeting; or
(iii) the chairman of directors is present within that time but is not willing or declines to act as chairman of the meeting,

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the deputy chairman if any, if then present and willing to act, is entitled to be chairman of the meeting or if the deputy chairman is not present or is unwilling or declines to act as chairman of the meeting, the directors present must elect one of themselves to chair the meeting.

21.6 Decisions of directors

(a) The directors, at a meeting at which a quorum is present, may exercise any authorities, powers and discretions vested in or exercisable by the directors under this constitution.
(b) Questions arising at a meeting of directors must be decided by a majority of votes cast by the directors present and entitled to vote on the matter.
(c) Subject to rule 21.6(d), if the votes are equal on a proposed resolution, the chairman of the meeting has a casting vote, in addition to his or her deliberative vote.
(d) Where only two directors are present or entitled to vote at a meeting of directors and the votes are equal on a proposed resolution:
(i) the chairman of the meeting does not have a second or casting vote; and
(ii) the proposed resolution is taken as lost.

21.7 Written resolutions

(a) A resolution in writing of which notice has been given to all directors and which is signed or consented to by all of the directors entitled to vote on the resolution is as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted and may consist of several documents in the same form, each signed or consented to be one or more of the directors.
(b) A director may consent to a resolution by:
(i) signing the document containing the resolution (or a copy of that document);
(ii) giving to the company a written notice (including by fax or other electronic means) addressed to the secretary or to the chairman of directors signifying assent to the resolution and either setting out its terms or otherwise clearly identifying them; or
(iii) telephoning the secretary or the chairman of directors and signifying assent to the resolution and clearly identifying its terms.

22 Alternate directors

22.1 Director may appoint alternate director

(a) A director may, with the approval of a majority of the other directors, appoint a person to be the director’s alternate director for any period the director decides.
(b) The appointment must be in writing and signed, and takes effect immediately upon the company receiving written notice of the appointment.
(c) An alternate director may, but need not, be a member or a director of the company.

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(d) One person may act as alternate director to more than one director.

22.2 Conditions of office of alternate director

(a) In the absence of the appointer, an alternate director:
(i) may exercise any powers (except the power to appoint an alternate director) that the appointer may exercise;
(ii) if the appointer does not attend a meeting of directors, attend and vote in place of and on behalf of the appointer;
(iii) is entitled to a separate vote for each director the alternate director represents in addition to any vote the alternate director may have as a director in his or her own right; and
(iv) when acting as a director, is responsible to the company for his or her own acts and defaults and is not to be taken to be the agent of the director by whom he or she was appointed.
(b) The office of an alternate director is vacated if and when the appointer vacates office as a director.
(c) The appointment of an alternate director may be terminated or suspended at any time by the appointer or by a majority of the other directors.
(d) The termination or suspension of an appointment of an alternate director, must be in writing and signed and takes effect only when the company has received written notice of the termination or suspension.
(e) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed or the rotation of directors under this constitution.
(f) In determining whether a quorum is present at a meeting of directors, an alternate director who attends the meeting is to be counted as a director for each director on whose behalf the alternate director is attending the meeting.
(g) An alternate director is not entitled to receive any remuneration as a director from the company except from out of the remuneration of the director appointing the alternate director but is entitled to travelling, hotel and other expenses reasonably incurred for the purpose of attending any meeting of directors at which the appointer is not present.

22.3 Committees of directors

(a) The directors may delegate their powers to a committee of directors.
(b) The committee must exercise the powers delegated in accordance with any directions of the directors.
(c) The provisions of this constitution applying to meetings and resolutions of directors apply, so far as they can and with any necessary changes, to meetings and resolutions of a committee of directors, except to the extent they are contrary to any direction given under rule 22.3(b).

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(d) Membership of a committee of directors may, if the directors so resolve, be treated as an extra service or special exertion performed by the directors for the purposes of rule 19.5(g).

22.4 Delegation to a director

(a) The directors may delegate any of their powers to one director.
(b) A director to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the directors.
(c) The acceptance of a delegation of powers by a director may, if the directors so resolve, be treated as an extra service or special exertion performed by the delegate for the purposes of rule 19.5(g).

22.5 Validity of acts

(a) All acts done at any meeting of the directors or by a committee or by any person acting as a director are, notwithstanding that it is afterwards discovered:
(i) that there was some defect in the appointment of any of the directors; or
(ii) the committee or the person acting as a director or that any of them were disqualified,

valid as if every person had been duly appointed and was qualified and continued to be a director or a member of the committee (as the case may be).

23 Executive officers

23.1 Managing directors and executive directors

(a) The directors may appoint an employee to the office of managing director or executive director, to hold office as director for the period determined at the time of the appointment but not to exceed the term of employment of the employee.
(b) The directors may, subject to the terms of any employment contract between the relevant director and the company or a subsidiary, at any time remove or dismiss the managing director or an executive director from employment with the company, in which case the appointment of that person as a director automatically ceases.

23.2 Secretary

(a) The company must have at least one secretary appointed by the directors.
(b) The directors may suspend or remove a secretary from that office.

23.3 Provisions applicable to all executive officers

(a) A reference in rule 23.3 to an executive officer is a reference to a managing director, deputy managing director, executive director, associate director, secretary or assistant secretary appointed under this rule.
(b) The appointment of an executive officer may be for a period, at the remuneration and on the conditions the directors decide.

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(c) The remuneration payable by the company to an executive officer must not include a commission on, or percentage of, operating revenue.
(d) The directors may:
(i) delegate to an executive officer any powers, discretions and duties they decide;
(ii) withdraw, suspend or vary any of the powers, discretions and duties given to an executive officer; and
(iii) authorise the executive officer to delegate any of the powers, discretions and duties given to the executive officer.
(e) An act done by a person acting as an executive officer is not invalidated by:
(i) a defect in the person’s appointment as an executive officer;
(ii) the person being disqualified to be an executive officer; or
(iii) the person having vacated office,

if the person did not know that circumstance when the act was done.

24 Indemnity and insurance

24.1 Officer’s right of indemnity

Rules 24.2 and 24.4 apply:

(a) to each person who is or has been a director, alternate director or executive officer (within the meaning of rule 23.3(a)) of the company;
(b) to any other officers or former officers of the company or of its related bodies corporate as the directors in each case determine; and
(c) if the directors so determine, to any auditor or former auditor of the company or of its related bodies corporate,

(each an Officer for the purposes of this rule).

24.2 Indemnity

The company must indemnify each Officer on a full indemnity basis and to the full extent permitted by law against all losses, liabilities, costs, charges and expenses ( Liabilities ) incurred by the Officer as an officer of the company or of a related body corporate.

24.3 Scope of indemnity

The indemnity in rule 24.2:

(a) does not operate in respect of any Liability of the Officer to the extent that Liability is covered by insurance;
(b) is enforceable without the Officer having to first incur any expense or make any payment; and

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(c) is a continuing obligation and is enforceable by the Officer even though the Officer may have ceased to be an officer or auditor of the company or its related bodies corporate.

24.4 Insurance

The company may, to the extent the law permits:

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

for each Officer against any Liability incurred by the Officer as an officer or auditor of the company or of a related body corporate including, but not limited to:

(c) costs and expenses in defending any proceedings, whether civil or criminal, whatever their outcome; or
(d) a Liability arising from negligence or other conduct.

24.5 Savings

Nothing in rule 24.2 or 24.4:

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

24.6 Contract

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

25 Dividends and distributions

25.1 Payment of dividends and distributions

The directors may:

(a) pay any interim and final dividends or other distributions that, in their judgment, the financial position of the company justifies;
(b) rescind a decision to pay a dividend or distribution if they decide, before the payment date, that the company’s financial position no longer justifies the payment; and
(c) pay any dividend required to be paid under the terms of issue of a share.

25.2 Reserves and profits carried forward

(a) The directors may:

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(i) set aside out of the company’s profits any reserves or provisions they decide;
(ii) appropriate to the company’s profits any amount previously set aside as a reserve or provision; or
(iii) carry forward any profits remaining that they consider should not be distributed as dividends or capitalised, without transferring those profits to a reserve or provision.
(b) Setting aside an amount as a reserve or provision does not require the directors to keep the amount separate from the company’s other assets or prevent the amount being used in the company’s business or being invested as the directors decide.

25.3 Apportionment of dividends

Subject to the terms of issue of any shares or class of shares, dividends must be paid equally on all shares, except partly paid shares, which have an entitlement only to that part of the dividend which is in proportion to the amount paid (not credited) on the share to the total amounts paid and payable (excluding amounts credited). An amount paid in advance of a call under rule 5.8 is taken as not having been paid until it becomes payable.

25.4 Record date

Subject to the ASX Settlement Operating Rules:

(a) the directors may fix a record date for a dividend or distribution, with or without suspending the registration of transfers from that date under rule 12.4; and
(b) a dividend must be paid to the person who is registered, or entitled under rule 12.2(c) to be registered, as the holder of the share:
(i) where the directors have fixed a record date for the dividend or distribution, on that date; or
(ii) where the directors have not fixed a record date for that dividend or distribution, on the date fixed for payment of the dividend or distribution,

and a transfer of a share that is not registered, or left with the company for registration under rule 12.2(b), on or before that date is not effective, as against the company, to pass any right to the dividend or distribution.

25.5 No interest

Interest is not payable by the company on any dividend or distribution.

25.6 Method of payment

(a) The directors may pay dividends or distributions by:
(i) cheque sent to the address of the member shown in the register of members, or for joint holders, the first listed name and address;
(ii) by any electronic or other means approved by the directors directly to an account (of a type approved by the directors) nominated in writing by the member or the joint holders; or

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(iii) any other method the directors may decide.
(b) Different methods of payment may apply to different members or groups of members (such as overseas members).
(c) A cheque sent under rule 25.6(a)(i):
(i) may be made payable to bearer or to the order of the member to whom it is sent or any other person the member directs; and
(ii) is sent at the member’s risk.
(d) If the directors decide to pay dividends or distributions by electronic means under rule 25.6(a)(ii), but:
(i) no account is nominated by the member; or
(ii) an electronic transfer into a nominated account is rejected or refunded,

the company may credit the amount payable to an account of the company to be held until the member nominates a valid account.

(e) Where a member does not have a registered address or the company believes that a member is not known at the member’s registered address, the company may credit an amount payable to the member to an account of the company to be held until the member claims the amount or nominates an account into which payment may be made.
(f) An amount credited to an account under rules 25.6(d) or 25.6(e) is to be treated as having been paid to the member at the time it is credited to that account. The company is not a trustee of the money and no interest accrues on the money.

25.7 Retention of dividends

The directors may retain the dividend or distribution payable on a share:

(a) where a person is entitled to a share because of an event under rule 14, until that person becomes registered as the holder of that share or transfers it; and
(b) apply it to any amount presently payable by the holder of that share to the company.

25.8 Distribution of specific assets

(a) The directors may distribute specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or specifically to members as direct payment of the dividend or distribution in whole or in part and, if they do so they may:
(i) fix the value of any asset distributed;
(ii) make cash payments to members on the basis of the value fixed or for any other reason so as to adjust the rights of members between themselves; and
(iii) vest an asset in trustees.
(b) Where the company satisfies a dividend or distribution by way of distribution of securities of another body corporate, each member is taken to have agreed to become a member

22313147v2 | Constitution of Shine Justice Ltd

of that corporation and to have agreed to be bound by the constitution of that corporation. Each member also appoints each director their agent and attorney to:

(i) agree to the member becoming a member of that corporation;
(ii) agree to the member being bound by the constitution of that corporation;
(iii) sign any transfer of shares or securities, or other document required to give effect to the distribution of shares or other securities to that member.

25.9 Source of dividends

Subject to the Listing Rules, the directors may pay a dividend to particular members wholly or partly out of any particular fund or reserve or out of profits derived from any particular source, and to the other members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source.

25.10 Reinvestment of dividends

Subject to the Listing Rules, the directors may permit the members or any class of members to:

(a) reinvest cash dividends or distributions by subscribing for shares or other securities in the company or a related body corporate; and
(b) forgo the right to receive cash dividends or distributions and receive instead some other form of distribution of entitlement (including securities),

on any terms the directors think fit.

25.11 Unclaimed dividends

Unclaimed dividends or distributions may be invested by the directors as they think fit for the benefit of the company until claimed or until required to be dealt with under the law.

26 Capitalising profits

26.1 Capitalisation of reserves and profits

The directors:

(a) may resolve 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 or the profit and loss account or otherwise available for distribution to the members; and
(b) may, but need not, resolve to apply the sum in any of the ways mentioned in rule 26.2, for the benefit of members in the proportions to which those members would have been entitled in a distribution of that sum by way of dividend.

26.2 Applying a sum for the benefit of members

The ways in which a sum may be applied for the benefit of members under rule 26.1 are:

(a) paying up in full, at an issue price decided by the resolution, any unissued shares in or other securities of the company;

22313147v2 | Constitution of Shine Justice Ltd

(b) paying up any amounts unpaid on shares or other securities held by the members; or
(c) paying up partly as specified in rule 26.2(a) and partly as specified in rule 26.2(b).

26.3 Implementing the resolution

The directors may do all things necessary to give effect to a resolution under rule 26.1, including to enter into an agreement on behalf of any member.

27 Winding up

27.1 Distributing surplus

Subject to this constitution and the terms of issue of any shares or class of shares:

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

the excess must be divided among the members in proportion to the number of shares held by them, irrespective of the amounts paid or credited as paid on the shares;

(b) for the purpose of calculating the excess referred to in rule 27.1(a), any amount unpaid on a share is to be treated as property of the company;
(c) the amount of the excess that would otherwise be distributed to the holder of a partly paid share under rule 27.1(a) must be reduced by the amount unpaid on that share at the date of the distribution; and
(d) if the effect of the reduction under rule 27.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, the holder must contribute that amount to the company.

27.2 Dividing property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:
(i) divide among the members the whole or any part of the company’s property; and (ii) decide how the division is to be carried out as between the members or different classes of members.
(b) A division under rule 27.2(a) need not accord with the legal rights of the members and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part.
(c) Where a division under rule 27.2(a) does not accord with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 Corporations Act.

22313147v2 | Constitution of Shine Justice Ltd

(d) If any of the property to be divided under rule 27.2(a) includes shares with a liability to calls, any person entitled under the division to any of the shares may, within ten days after the passing of the special resolution referred to in rule 27.2(a), by written notice direct the liquidator to sell the person’s proportion of the securities and account for the net proceeds. The liquidator must, if practicable, act accordingly.
(e) Nothing in rule 27.2 takes away from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.
(f) Rule 26 applies, so far as it can and with any necessary changes, to a division by a liquidator under rule 27.2(a) as if references in rule 26 to:
(i) the directors were references to the liquidator; and
(ii) a distribution or capitalisation were references to the division under rule 27.2(a).

28 Inspection of records

28.1 Inspection by member

Except as provided by law, this constitution or as authorised by a directors’ resolution, a person who is not a director does not have the right to inspect any of the board papers, books, records or documents of the company.

28.2 Access by director

The company may enter into contracts, and procure that its subsidiaries enter into contracts, on any terms the directors think fit, to grant a director or former director continuing access for a specified period after the director ceases to be a director to board papers, books, records and documents of the company which relate to the period during which the director or former director was a director of the company.

29 Seals

29.1 Safe custody of seal

The company may have a common seal, in which case the directors must provide for the safe custody of the seal and any duplicate common seal.

29.2 Use of seal

If the company has a common seal or duplicate common seal:

(a) it may only be used with the authority of the directors; and
(b) every document to which it is affixed must be signed by a director and countersigned by:
(i) a second director;
(ii) the secretary; or
(iii) by a person appointed by the directors for the purpose.

22313147v2 | Constitution of Shine Justice Ltd

30 Notices

30.1 Method of service

(a) Without limiting, and subject to, rule 16.4, ~~T~~ the company may give a notice to a member by:
(i) delivering it personally;
(ii) sending it by prepaid post to the member’s address in the register of members or any other address the member gives the company for notices; or
(iii) sending it by fax or other electronic means to the fax number or electronic address the member gives the company for notices.
(b) A person who becomes entitled to a share registered in the name of a member, is taken to have received every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under rule 30.1.
(c) Where a member does not have a registered address or where the company believes that member is not known at the member’s registered address, all notices are taken to be:
(i) given to the member if the notice is exhibited in the company’s registered office for a period of 48 hours; and
(ii) served at the commencement of that period,

unless and until the member informs the company of the member’s address.

30.2 Time of service

(a) A notice from the company properly addressed and posted is taken to be given and received on the day after the day of its posting.
(b) A notice sent or given by fax or other electronic transmission:
(i) is taken to be effected by properly addressing and transmitting the fax or other electronic transmission; and
(ii) is taken to have been given and received on the day of its transmission.
(c) Where a given number of days’ notice or notice extending over any other period must be given, the day of service is not to be counted in the number of days or other period.

30.3 Evidence of service

A certificate signed by a director or secretary stating that a notice has been given under this constitution is conclusive evidence of that fact.

30.4 Joint holders

A notice 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 of members for the share.

22313147v2 | Constitution of Shine Justice Ltd

30.5 Other communications and documents

Rules 30.1 to 30.4 (inclusive) apply, so far as they can and with any necessary changes, to serving any communication or document.

31 General

31.1 Submission to jurisdiction

Each member submits to the non-exclusive jurisdiction of the Supreme Court of the state or territory in which the company is taken to be registered for the purposes of the Corporations Act, the Federal Court of Australia and the courts which may hear appeals from those courts.

31.2 Prohibition and enforceability

Any part of this constitution which is prohibited on unenforceable in any place is, in that place, ineffective only to the extent of that prohibition or unenforceability.

22313147v2 | Constitution of Shine Justice Ltd

Virtual Meeting Online Guide

Before you begin

Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com

Supported browsers are:

Chrome – Version 44 & 45 and after
Firefox – 40.0.2 and after
Safari – OS X v10.9
& OS X v10.10 and after
Internet Explorer 9 and up

To attend and vote you must have your securityholder number and postcode.

Appointed Proxy: Your proxy number will be provided by Link before the meeting.

Please make sure you have this information before proceeding.

Corporate Markets

Virtual Meeting Online Guide

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Step 1

Open your web browser and go to https://agmlive.link/SHJ21

1. Get a Voting Card

To register to vote – click on the ‘Get a Voting Card’ button.

This will bring up a box which looks like this.

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Step 2

Please read and accept the terms and conditions before clicking on the blue ‘Register and Watch Meeting’ button.

On the left – a live audio webcast of the Meeting
On the right – the presentation slides that will be addressed during the Meeting

If you are an individual or joint securityholder you will need to register and provide validation by entering your securityholder number and postcode.

If you are an appointed Proxy, please enter the Proxy Number issued by Link in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.

Once you have registered, your voting card will appear with all of the resolutions to be voted on by securityholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.

Securityholders and proxies can either submit a Full Vote or Partial Vote.

At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download

Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.

2 • Link Group Virtual Meeting Online Guide

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Full Votes

To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.

Partial Votes

To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.

Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.

Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.

Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.

You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide windows advising the remaining voting time. Please make any changes and submit your voting cards.

Once voting has been closed all submitted voting cards cannot be changed.

Link Group Virtual Meeting Online Guide • 3

Virtual Meeting Online Guide continued

2. How to ask a question

Note: Only securityholders are eligible to ask questions.

If you have yet to obtain a voting card, you will prompted to enter your securityholder number or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.

The ‘Ask a Question’ box will then pop up with two sections for completion.

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Note that not all questions are guaranteed to be answered during the Meeting, but we will do our best to address your concerns.

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3. Downloads

View relevant documentation in the Downloads section.

4. Voting closing

Voting will end 5 minutes after the close of the Meeting.

In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.

Click in the ‘Question’ section and type your question and click on ‘Submit’.

At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.

A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.

If your question has been answered and you would like to exercise your right of reply, you can submit another question.

4 • Link Group Virtual Meeting Online Guide

5. Phone Participation

Asking a Question

Step 1

What you will need

a) Land line or mobile phone
b) The name of your holding/s
c) To obtain your unique PIN, please contact Link Market Services on +61 1800 990 363 by 12:00pm on 18 October 2021.

Joining the Meeting via Phone

Step 1

From your land line or mobile device, call: Conference Call Number: 1800 798 067 International Number:+61 2 9189 5793

When the Chairman calls for questions on each resolution, you will be asked to press *1 on your keypad should you wish to raise your hand to ask a question.

Step 2

The moderator will ask you what item of business your question relates to? Let the moderator know if your question relates to General Business or the Resolution number.

You will also be asked if you have any additional questions.

Step 2

You will be greeted with a welcome message and provided instructions on how to participate in the Meeting. Please listen to the instructions carefully.

At the end of the welcome message you will be greeted by a moderator and asked to provide your PIN. This will verify you as a securityholder and allow you to ask a question.

Step 3

When it is your time to ask your question, the moderator will introduce you to the meeting, your line will be unmuted and you can then start speaking. Note, if at any time you no longer wish to ask your question, you can lower your hand by pressing *2 on your key pad. If you also joined the Meeting online, we ask that you mute your laptop or desktop device while you ask your question.

Step 3

Once the moderator has verified your details you will be placed into a waiting room and will hear music playing.

Step 4

Your line will be muted once your question has been answered.

Note, If your holding cannot be verified by the moderator, you will attend the Meeting as a visitor and will not be able to ask a question.

Step 4

At the commencement of the Meeting, you will be admitted to the Meeting where you will be able to listen to proceedings.

Contact us

Australia T +61 1800 990 363 E [email protected]

1487.7 04/21 ISS2

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ACN 162 817 905

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Shine Justice Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000

 ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM I/We being a member(s) of Shine Justice Ltd and entitled to attend and vote hereby appoint: APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 12:00pm (Brisbane time) on Wednesday, 20 October 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://agmlive.link/SHJ21 (refer to details in the Notice of Meeting and Virtual Meeting Online Guide). Important for Item 2: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Item 2, even though the Item is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Items For Against Abstain * 2 Remuneration Report

3 Election of Director – Rodney Douglas

4 Amendment of the Constitution

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

SHJ PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:00pm (Brisbane time) on Monday, 18 October 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MAIL  Form, including where the Items are connected directly or indirectly with Shine Justice Ltd the remuneration of KMP. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. Level 12 APPOINTMENT OF A SECOND PROXY 680 George Street You are entitled to appoint up to two persons as proxies to attend the Sydney NSW 2000 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. To appoint a second proxy you must: subject to public health orders and restrictions (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

BY MAIL  Form, including where the Items are connected directly or indirectly with Shine Justice Ltd the remuneration of KMP. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. delivering it to Link Market Services Limited Level 12 APPOINTMENT OF A SECOND PROXY* 680 George Street You are entitled to appoint up to two persons as proxies to attend the Sydney NSW 2000

*during business hours Monday to Friday (9:00am - 5:00pm) and subject to public health orders and restrictions

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

AI assistant

SHINE JUSTICE LTD — AGM Information 2021

65787_rns_2021-09-16_6e12a317-a55a-47cd-acb9-ccaac0f6d505.pdf

Shine Justice Ltd (SHJ) 2021 Annual General Meeting

For more information:

2021 Annual General Meeting

Shine Justice Ltd

Notice of Annual General Meeting

Part 1: Notice of Annual General Meeting

Ordinary business

Item 1 – Annual financial report, Directors’ report and auditor’s report

Item 2 – Remuneration Report

Item 3 – Election of Director

Special business

Item 4 – Amendment of the Constitution

Voting exclusion statement

Other information

Explanatory Statement

Proxies

Important information about proxy votes on item 2

The Chairman of the Meeting intends to vote all undirected proxies in favour of item 2.

Corporate representatives

Voting entitlements

By Order of the Board of Directors

Part 2: Explanatory Statement

1 Introduction

2 Ordinary business

Item 1 – Annual financial report, Directors’ report and auditor’s report

Item 2 – Remuneration Report

Item 3 – Election of Directors

Election of Rod Douglas MBA, FAICD

Special business

Item 4 – Amendment of the Constitution

4 Definitions

Annexure

Constitution of Shine Justice Ltd ACN 162 817 905

Table of contents

Constitution

Shine Justice Ltd ACN 162 817 905

1 Preliminary

1.1 Definitions

1.2 Interpretation

1.3 Application of the Relevant Law

1.4 Exercising powers

2 Capital

2.1 Shares

2.2 Preference share rights

2.3 Alteration of share capital

2.4 Variation of class rights

2.5 Restricted securities

3 Certificates

3.1 Issue of certificates

3.2 Cancellation of certificates

4 Register

4.1 Joint holders

4.2 Equitable and other claims

5 Calls on shares

5.1 Power to make calls

5.2 Time of calls

5.3 Notice of calls

5.5 Fixed instalments

5.6

Failure to pay

5.7

Proof of call

5.8 Payments in advance of calls

5.9 Waiver

6 Forfeiture of shares

6.1 Forfeiture generally

6.2 Forfeiture under the Regulations

6.3 Notice of forfeiture

6.4 Effect of forfeiture

7 Lien on shares

7.1 Existence of lien

7.2

Lien on distributions

7.3 Sale under lien

7.4

Extinguishment of lien

7.5 Company’s right to recover payments

SHINE JUSTICE LTD AGM Information 2021

16.4 16.5 Non-receipt of notice

16.5 16.6 Admission to general meetings

16.6 16.7 Multiple venuesS eparate meeting places and virtual general meetings

16.7 16.8 Quorum at general meetings

16.8 16.9 Chairman of general meetings

16.9 16.10 Acting chairman

16.10 16.11 Conduct at general meetings

16.11 16.12 Adjournment and postponement by the chairman

16.12 16.13 Decisions at general meetings

16.13 16.14 When poll may be demanded

16.14 16.15 Voting rights

16.15 16.16 Representation at general meetings

16.16 16.17 Class meetings