SPACETALK LTD — Governance Information 2021

Dec 7, 2021

ASX Announcement Spacetalk Ltd. (ASX:SPA) 08 December 2021

Constitution

Attached is the modified constitution of Spacetalk Ltd. (ASX:SPA) ("Spacetalk" or "Company") approved by a special resolution of shareholders at the Company's Annual General Meeting held on 30 November, 2021.

This announcement has been authorised by Spacetalk CEO Mark Fortunatow.

---------- For more information, please contact: Dimitri Burshtein Investor Relations and Corporate Development dburshtein@spacetalkwatch.com M: +61 493 041 751

About Spacetalk Ltd.

Spacetalk Ltd. (ASX: SPA) is a global technology provider of secure communication solutions for families to stay connected and protected.

Spacetalk's range of all-in-one smartphone GPS watches for children (Spacetalk Kids and Spacetalk Adventurer) and seniors (Spacetalk Life) are purpose built with tailored features, design qualities and best practice data encryption, security and privacy technologies, for families to stay confidently connected. Fun, fashionable, secure and technologically advanced, Spacetalk devices deliver confidence for the child and senior wearer, enhanced controls for the guardian, and engaging functionalities for the whole family to stay connected.

The Spacetalk App is designed to provide a family environment for fun, engaging and secure media consumption beyond its device control functionalities for the guardian. Every linked contact – parents, grandparents, extended family members and friends – regardless of whether they are Android or iOS users, can interact with linked Spacetalk devices and each other through the Spacetalk App.

Spacetalk was founded in 2001 and listed on the ASX in 2003 as MGM Wireless Limited, which developed the world's first SMS student absence notification platform for schools and went on to become Australia's most successful school messaging company. On 12 November 2020 the Company changed its name to Spacetalk Ltd.

To learn more about the Spacetalk devices and app platform, and the Company, please visit: https://www.spacetalkwatch.com/. Investor Centre: https://investors.spacetalkwatch.com/.

SPACETALK LTD ACN 091 351 530

COMPANY CONSTITUTION

TABLE OF CONTENTS

1.	INTERPRETATION		1
	1.1	Replaceable Rules	1
	1.2	Definitions	1
	1.3	Interpretation	3
	1.4	Corporations ActDefinitions	4
	1.5	Headings	4
	1.6	Listing Rules	4
2.	SHARE CAPITAL AND VARIATION OF RIGHTS		4
	2.1	Issue of Shares	4
	2.2	Share Options	4
	2.3	Classes of Shares	4
	2.4	Preference Shares	5
	2.5	Recognition of Trusts	5
	2.6	Unregistered Interests	5
	2.7	Uncertificated Holdings andElectronic Transfer	6
	2.8	Share Holding Statements	6
	2.9	Broker Cancellation ofCertificate	6
	2.10	Share Certificates	6
	2.11	Joint Holders of Shares	7
	2.12	Commissions	7
	2.13	Restricted Securities	7
	2.14	Option Holdings	7
3.	SMALL SHAREHOLDERS		7
	3.1	Marketable Parcels	7
	3.2	Sale of Shares of Small Shareholder	7
	3.3	Proceeds of Sale	8
	3.4	Manner of Giving Notice	8
	3.5	Exercise of Powers on Behalf of Company	8
4.	LIEN		8
	4.1	Generally	8
	4.2	Lien on Share	9
	4.3	Protection of Rights	9
	4.4	Extinguishment of Lien	10

	4.5	Exemptions	10
	4.6	Dividends	10
	4.7	Sale of Shares	10
	4.8	Restrictions on Sale	10
	4.9	Person Authorised to Sign Transfers	10
	4.10	Proceeds of Sale	10
5.		CALLS ON SHARES	H
	5.1	Calls	11
	5.2	Revocation Or Postponement of Call	11
	5.3	Making A Call	11
	5.4	Payments in Advance of Calls	11
	5.5	5.5 Transfer of Shares Call Unpaid	11
	5.6	Notice of Call and Shareholders	11
	5.7	Joint Holders	12
	5.8	Non Receipt of Notice of Call	12
	5.9	Interest on default	12
	5.10	Instalments deemed calls	12
	5.11	Differentiation between Shareholders as to calls	13
6.		FORFEITURE OF SHARES	13
	6.1	Notice requiring payment of call	13
	6.2	Forfeiture for failure to comply with notice	13
	6.3	Notice of Forfeiture	13
	6.4	Surrender of Share	13
	6.5	Cancellation of forfeiture	13
	6.6	Effect of forfeiture on former holder's liability	14
	6.7	Evidence of forfeiture	14
	6.8	Transfer of forfeited share	14
	6.9	Forfeiture applies to non-payment of instalment	14
	6.10	Listing Rules	14
7.		TRANSFER OF SHARES	15
	7.1	Forms of Instrument of Transfer	15
	7.2	Registration Procedure	15
	7.3	Transferor Holds Shares Until Registration of Transfer	16
	7.4	Directors' Powers to Decline to Register	16
	7.5	Company to Retain Instrument of Transfer	17

	7.6	Other Securities	17
8.		TRANSMISSION OF SHARES	17
	8.1	Transmission of Shares on Death of Holder	17
	8.2	Death or Bankruptcy of Shareholder	17
	8.3	Registration by Transmission or to Beneficiary	17
	8.4	Limitations to Apply	18
9.		REDUCTIONS OF CAPITAL	18
	9.1	Reduce Share Capital	18
10.		SHARE BUY-BACKS	18
	10.1	Power to Buy Back Shares	18
11.		GENERAL MEETINGS	18
	11.1	Conveningof General Meetings of Shareholders	18
	11.2	Notice	18
	11.3	Notice to ASX	19
	11.4	Annual General Meeting	19
12.	PROCEEDINGS AT GENERAL MEETINGS	19
	12.1	Quorum	19
	12.2	Business At General Meetings	19
	12.3	Persons Entitled to Attend A GeneralMeeting	19
	12.4	Chairman	20
	12.5	Adjournment	20
	12.6	Notice of Resumption of Adjourned General Meeting	20
	12.7	Voting Rights	20
	12.8	Voting -Show of Hands	21
	12.9	Results of Voting	21
	12.10	Poll	21
	12.11	Manner of Taking Poll	21
	12.12	Meeting May Continue	22
	12.13	Voting by Joint Holders	22
	12.14	Shareholder Under Disability	22
	12.15	Payment of Calls	22
	12.16	Objection to Voting	22
	12.17	Appointment of Proxy	22
	12.18	Proxy Votes	23

13.	12.19	Representatives of Corporate ShareholdersTHE DIRECTORS	2324
	13.1	Number of Directors	24
	13.2	Rotation of Directors	24
	13.3	Election of Directors	24
	13.4	Nomination of Directors for Election	24
	13.5	Casual Vacancies and Additional Directors	25
	13.6	Removal of Director	25
	13.7	Vacation of Office	25
	13.8	Remuneration	26
	13.9	Expenses	26
	13.10	Qualification of Directors	26
14.		POWERS AND DUTIES OF DIRECTORS	26
	14.1	Management of the Company	26
	14.2	Borrowings	26
	14.3	Attorneys	27
	14.4	Cheques Etc.	27
	14.5	Retirement Benefits for Directors	27
	14.6	Securities to Directors	28
15.		PROCEEDING OF DIRECTORS	28
	15.1	Convening A Meeting	28
	15.2	Procedure At Meetings	28
	15.3	Quorum	28
	15.4	Majority Decisions	29
	15.5	Casting Votes	29
	15.6	Alternate Directors	29
	15.7	Continuing Directors May Act	29
	15.8	Chairman	30
	15.9	Committees	30
	15.10	Written Resolutions	30
	15.11	Defective Appointment	30
	15.12	Directors May Hold Other Offices	31
	15.13	Directors May Hold Shares, Etc.	31
	15.14	Directors Not Accountable for Benefits	31
	15.15	Disclosure of Interests	31

	15.1615.17	Related Body Corporate ContractsVoting, Affixation of Seal	3131
16.		MEETING BY INSTANTANEOUS COMMUNICATION DEVICE	32
	16.1	Meetings to Be Effectual	32
	16.2	Procedure At Meetings	32
	16.3	Minutes	33
	16.4	Definition	33
17.		MANAGING DIRECTOR	33
	17.1	Appointment	33
	17.2	Remuneration	33
	17.3	Powers	33
	17.4	Rotation	33
18.		SECRETARY	34
	18.1	Secretary	34
19.	SEALS		34
	19.1	Common Seal	34
	19.2	Execution of Documents without the Seal	34
	19.3	Share Seal	34
20.		ACCOUNTS, AUDIT, RECORDS AND RECORD DATE	35
	20.1	Accounting Records to Be Kept	35
	20.2	Audit	35
	20.3	Inspection	35
	20.4	Record Date	35
21.	MINUTES		35
	21.1	Minutes to Be Kept	35
	21.2	Signature of Minutes	36
	21.3	Requirements of the Corporations Act	36
22.		DIVIDENDS AND RESERVES	36
	22.1	Dividends	36
	22.2	Interim Dividend	36
	22.3	Dividends Only Payable FromProfits	36
	22.4	No Interest	36
	22.5	Reserves	36
	22.6	Alternative Method of Payment of Dividend	36
	22.7	Payment of Dividends	37

	22.822.9	Unclaimed DividendsBreach of Restriction Agreement	3737
23.		CAPITALISATION	37
	23.1	Capitalisation	37
	23.2	Procedures	38
24.		BONUS SHARE PLAN	38
	24.1	Authorisation of Bonus Share Plan	38
	24.2	Amendment and Revocation	38
25.		DIVIDEND REINVESTMENTPLAN	38
	25.1	Authorisation of Dividend Reinvestment Plan	38
26.	NOTICES		39
	26.1	Service	39
	26.2	Service by Post	39
	26.3	Service by Facsimile	39
	26.4	Notice to Joint Holders	40
	26.5	Notices to Personal Representatives and Others	40
	26.6	Persons Entitled to Notice	40
	26.7	Incorrect Address	40
27.		WINDING-UP	41
	27.1	Distribution in Kind	41
	27.2	Trust For Shareholders	41
	27.3	Distribution in Proportion to Shares Held	41
28.	OFFICERS ' AND AUDITOR'SINDEMNITY
	28.1	Generally	41
	28.2	Employees'Indemnity	42
	28.3	Liability	42
	28.4	Relevant Amount	42
	28.5	Insurance	43
29.		OVERSEAS SHAREHOLDERS	43
	29.1	Overseas Shareholders	43
30.		LISTING RULES	43
	30.1	Listing Rules	43
31.		SCH BUSINESS RULES	44
	31.1	SCH Business Rules	44

32. RESTRICTED SECURITIES 55

CONSTITUTION OF EZYIMAGE LIMITED

1. INTERPRETATION

1.1 Replaceable Rules

The Replaceable Rules contained in the Corporations Act do not apply to this Company.

1.2 Definitions

In this Constitution:

''ASX'1 means Australian Stock Exchange Limited;

"Bonus Share Plan" means a plan implemented under clause 24;

"Broker" has the same meaning as that term has in the SCH Business Rules;

"Business Day" means a day other than a Saturday, a Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day which ASX shall declare and publish to be a day which is not a business day;

"Chairman" and "Vice-Chairman" means the persons elected by the Directors to the office of Chairman and Vice-Chairman from time to time in accordance with clause 15.8 or as otherwise elected in accordance with clause 12.4;

"CHESS" has the same meaning as that term has in the SCH Business Rules;

"CHESS approved Securities" means Securities for which CHESS approval has been given in accordance with the SCH Business Rules;

"Company" means this company as it is from time to time named in accordance with the Corporations Act;

"Constitution" means this constitution as altered or amended from time to time;

"Corporations Act" means the Corporations Act 2001 (Cth) and "Corporations Regulations" means Corporations Regulations 2001 (Cth);

"Directors" means the directors of the Company from time to time or such number of them as have authority to act for the Company (including any alternate director duly acting as such), and "Director" has a corresponding meaning;

"Dividend Reinvestment Plan" means a plan implemented under clause 25;

"Executive Director" means a Director appointed in accordance with clause 17.1 to an office of, or otherwise employed by, the Company;

"Holding Lock" has the same meaning as that term has in the SCH Business Rules;

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

"Listed Securities" means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the Company and officially quoted by ASX;

"Managing Director" means the Director appointed as the managing director of the Company in accordance with clause 17.1;

"Market Transfer" means:

• (a) a transfer of Shares where the transfer is pursuant to or connected with a transaction entered into on a stock market operated by ASX and for the avoidance of doubt includes a proper SCH transfer; or
• (b) an allotment of Shares as a result of the exercise of any rights, options or notes that are traded on a stock market operated by ASX;

"Officer" means any Director or Secretary of the Company;

"Official List" means the official list of ASX;

"Prescribed Rate" means the interest rate which is 2% above the Reserve Bank of Australia Indicator Rate as published or quoted from time to time, or such other rate as may from time to time be fixed by the Directors, calculated daily;

"Proper SCH transfer" has the same meaning as that term has in the Corporations Act;

"Record Date" has the same meaning as that term has in the SCH Business Rules;

"Registered Office" means the registered office of the Company;

"Register of Shareholders" means the register of Shareholders kept by the Company in accordance with Section 169 of the Corporations Act;

"Related Body Corporate" means a body corporate which by virtue of the provisions of Section 50 of the Corporations Act is deemed to be related to the Company and 'related' has a corresponding meaning;

"Representative" means a person authorised to act as a representative of a body corporate under clause 12.19;

"Replaceable Rules" has the same meaning as that term has in the Corporations Act;

"Restricted Securities" has the same meaning as that term has in the Listing Rules;

"SCH" has the same meaning as that term has in the SCH Business Rules;

"SCH Business Rules" has the same meaning as that term has in the Corporations Act;

"Seal" means the common seal of the Company and includes any official seal and, where the context so admits, the Share Seal of the Company;

"Secretary" means any person appointed to perform the duties of a secretary of the Company;

"Share" means a share in the capital of the Company;

"Shareholder" means a person or body corporate registered in the Register of Shareholders as the holder of one or more Shares and includes any person or body corporate who is a member of the Company in accordance with or for the purposes of the Corporations Act;

"Share Option" means an option to require the Company to allot and issue a Share; and

"Share Seal" means the duplicate common seal referred to in clause 19.3.

1.3 Interpretation

In this Constitution;

• (a) word importing any gender include all other genders;
• (b) the word person includes a firm, a body corporate, an unincorporated association or an authority;
• (c) the singular includes the plural and vice versa; and
• (d) a reference to a statute or code or the Corporations Act (or to a provision of same) means the statute, code or the Corporations Act (or provisions of same) as modified or amended and in operation for the time being, or any statute, code or provision enacted (whether by the State or Commonwealth of Australia) in its place and includes any regulation or rule for the time being in force under the statute, code or the Corporations Act.
• 1.4 Corporations Act Definitions

Any word or expression defined in or for the purposes of the Corporations Act shall, unless otherwise defined in clause 1.2 or the context otherwise requires, have the same meaning when used in this Constitution, and the rules of interpretation specified in or otherwise applicable to the Corporations Act shall, unless the context otherwise requires, apply in the interpretation of this Constitution.

1.5 Headings

Headings are inserted in this Constitution for convenience only and shall not affect

the interpretation of this Constitution.

1.6 Listing Rules

In this Constitution a reference to the Listing Rules is to have effect if, and only if, at the relevant time, the Company has been admitted to and remains on the Official List and is otherwise to be disregarded.

2. SHARE CAPITAL AND VARIATION OF RIGHTS

2.1 Issue of Shares

Without prejudice to any special rights previously conferred on the holders of any existing Shares or class of Shares, Shares for the time being unissued shall be under the control of the Directors, and subject to the Corporations Act, the Listing Rules and this Constitution, the Directors may at any time and from time to time issue such number of Shares either as ordinary Shares or Shares of a named class or classes (being either an existing class or a new class) and with such preferred, deferred, or other special rights or such restrictions, whether with regard to dividend, return of capital, or otherwise, and whether as preference Shares that are or at the option of the Company are liable to be redeemed, as the Directors shall, in their absolute discretion determine.

2.2 Share Options

Subject to the Listing Rules, the Directors may at any time and from time to time issue Share Options on such terms and conditions as the Directors shall, in their absolute discretion, determine.

2.3 Classes of Shares

Subject to the Listing Rules, if at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied, whether or not the Company is being wound up, with the consent in writing of the holders of three quarters of the issued Shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the Shares of that class. Any variation of rights under this clause 2.3 shall be subject to Sections 246B to 246E of the Corporations Act. The provisions of this Constitution relating to general meetings shall apply so far as they are capable of application and with necessary alterations to every such separate meeting except that a quorum is constituted by two persons who together hold or represent by proxy one-third of the issued Shares of the class.

2.4 Preference Shares

Subject to this clause 2.4 and the provisions of Section 254A of the Corporations Act and the Listing Rules, the Company may issue preference Shares that are liable to be redeemed whether at the option of the Company or otherwise, and the following provisions shall apply in respect of such preference Shares:

(a) the Directors may, subject to the provisions of Section 254A of the

Corporations Act, exercise the power in any manner they think fit;

• (b) any preference Shares so issued shall confer upon the holders of those Shares, inter alia, the same rights as the holders of ordinary Shares to receive notices, reports and audited profit and loss accounts and audited balance sheets, and to attend General Meetings and to vote in the circumstances outlined in the Listing Rules;
• (c) the total nominal value of issued preference Shares shall not exceed the total nominal value of the issued ordinary Shares at any time;
• (d) the Company acknowledges that any issue of securities ranking in priority, or any conversion of existing securities to securities ranking equally or in priority, to an existing class of preference shares is a variation or abrogation of the rights attached to that existing class of preference shares; and
• (e) other conditions, restrictions or rights attaching or relating to any preference Shares issued with respect to redemption, repayment of capital, participation in surplus assets and profits, cumulative or non- cumulative dividend, voting and priority of payment of capital and dividend in relation to other Shares or classes of preference Shares shall be set forth in the Constitution by amendment of the Constitution prior to the issue of any such Shares.
• 2.5 Recognition of Trusts

Except as permitted or required by the Corporations Act, the Company shall not recognise a person as holding a Share or Share Option upon any trust.

2.6 Unregistered Interests

The Company is not bound by or compelled in any way to recognise any equitable, contingent, future or partial right or interest in any Share or Share Option (whether or not it has notice of the interest or right concerned) unless otherwise provided by this Constitution or by law, except an absolute right of ownership in the registered holder of the Share or Share Option.

• 2.7 Uncertificated Holdings and Electronic Transfer despite any other provision of this Constitution:
  • (a) the Company need not issue a certificate, and may cancel any certificate without issuing in substitution, in respect of any marketable security of the Company in any circumstances where the non-issue of that certificate is permitted by the Corporations Act; and
  • (b) where paragraph (a) applies, any reference to a certificate in this Constitution is to be disregarded in relation to that marketable security.
• 2.8 Share Holding Statements

Subject to the Listing Rules, a Shareholder shall have the right to receive such statements of the holdings of the Shareholder as are required to be distributed to a Shareholder under the Corporations Act, the SCH Business Rules or the Listing Rules.

2.9 Broker Cancellation of Certificate

Where, in accordance with the SCH Business Rules, a Broker cancels an existing Share certificate the Company shall recognise and accept that cancellation.

2.10 Share Certificates

To the extent that certificates are required for marketable securities of the Company:

• (a) the Company must issue certificates of title to marketable securities of the Company in accordance with the Corporations Act and, if the Company is listed, the Listing Rules;
• (b) a Shareholder is entitled, without charge, to one certificate for the marketable securities of the Company of each class registered in this Shareholders' sole name or to several certificates each for a reasonable part of those marketable securities;
• (c) if any marketable securities of the Company are held by two or more persons, the Company is only required to issue the same number of certificates as if those marketable securities were held by one person and delivery of an issue to any of those persons is sufficient delivery to all of them; and
• (d) if a certificate is lost, destroyed, worn out or defaced, then upon production of the document (if available) to the Directors, they may order it to be cancelled and may issue a new certificate in substitution subject to the conditions prescribed by the Corporations Act and the Listing Rules.
• 2.11 Joint Holders of Shares

Where two or more persons are registered as the joint holders of Shares they are deemed to hold the Shares as joint tenants.

2.12 Commissions

Subject to the Listing Rules the Company may exercise the powers of paying commission or brokerage conferred by Section 258C of the Corporations Act.

2.13 Restricted Securities

The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted Securities. Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or ASX. The Company will refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities during the escrow period except as permitted by the Listing Rules or ASX.

2.14 Option Holdings

The foregoing provisions of clause 2 shall with necessary alterations apply to Share

Options or any other class of security issued by the Company.

3. SMALL SHAREHOLDERS

3.1 Marketable Parcels

In this clause "Marketable Parcel" shall have the same meaning as is given to that expression in the Listing Rules or otherwise determined by ASX.

3.2 Sale of Shares of Small Shareholder

Subject to this clause, the Company at any time may give written notice ("Company Notice") to a Shareholder whose holding of Shares is less than a Marketable Parcel ("Small Shareholder") of its intention to exercise its powers under this clause. Unless within the period specified in the Company Notice, being not less than 6 weeks after dispatch of the Company Notice, the Small Shareholder concerned gives notice ("Small Shareholder Notice") to the Company that the Small Shareholder wishes to retain such Shares or there is registered or lodged for registration a transfer of Shares which, together with Shares already registered in the Small Shareholder's name, will result in the holding by the Small Shareholder of at least a Marketable Parcel, the Company at its cost may arrange for the sale of the Small Shareholder's Shares through the stock exchange of the country in which such Shares are registered by the Company. For the purposes of this clause the Small Shareholder concerned is deemed to have appointed any Director or the Secretary as the holder's attorney to execute all documents relating to the sale and transfer of such Shares.

3.3 Proceeds of Sale

The proceeds of sale shall be held by the Company in trust for the Small Shareholder concerned and paid on surrender of the certificate (if any) for the Shares so sold or on an indemnity being given to the Company in the case of a certificate (if any) which has been lost or destroyed.

3.4 Manner of Giving Notice

Any notice under this clause shall be in writing and in the case of a Company Notice given in the manner specified in clause 26 and in the case of a Shareholder Notice given in the manner specified in the Company Notice.

• 3.5 Exercise of Powers on Behalf of Company
  • (a) Any Director or the Secretary may act on the Company's behalf in exercising the powers of the Company under this clause.
  • (b) The provisions of this clause have effect subject to the Listing Rules and notwithstanding any other provision of this Constitution.
  • (c) In any 12 month period the Company may give only one Company Notice to a Small Shareholder.
  • (d) The powers of the Company under this clause shall cease to have effect

following the announcement of a takeover offer or takeover announcement but, notwithstanding the provision that in any 12 month period the Company may give only one Company Notice to a Small Shareholder, may be started again after the close of the offers made under the takeover offer or takeover announcement.

4. LIEN

4.1 Generally

The Company shall have a first and paramount lien:

• (a) on every Share (not being a fully paid Share) for all due and unpaid calls and instalments due and unpaid in respect of that Share;
• (b) on all the Shares of a Shareholder or deceased Shareholder for all amounts the Company may be called upon by law to pay (and has paid) in respect of the Shares of the Shareholder or deceased Shareholder; and
• (c) on all the Shares of a Shareholder who obtains Shares pursuant to an employee incentive scheme loan and to the extent such a loan remains.
• 4.2 Lien on Share

Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability on the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any Share registered in the name of any Shareholder (whether solely or jointly with others) or in respect of any dividends or other moneys paid or due or payable or which may become due or payable to that Shareholder by the Company on or in respect of any of those shares the Company in that case:

• (a) is fully indemnified by that Shareholder or that Shareholder's executor or administrator from all that liability;

• (b) has a lien on the Shares registered in the name of that Shareholder for all money paid by the Company in respect of those Shares under or in consequence of any such law together with interest at the Prescribed Rate from the date of payment to the date of repayment;

• (c) has a lien on all dividends, payable in respect of the Shares registered in the name of that Shareholder for all moneys paid by the Company in respect of those Shares or in respect of such dividends under or in consequence of any such law together with interest at the Prescribed Rate from the date of payment to the date of repayment and may deduct or set off against any of those dividends or other moneys any of those moneys paid by the Company together with interest;

• (d) may recover as a debt due from such Shareholder or that Shareholder's executor or administrator wherever constituted or situated any moneys paid by the Company under any such law; and

• (e) may if any such money is paid by the company under any such law refuse to register a transfer of any Shares other than by a Market Transfer by any such Shareholder or that Shareholder's executor or administrator until such money and interest have been set off or deducted as aforesaid or have been otherwise paid to the Company.

Nothing in this Constitution prejudices or affects any right or remedy which any such law may confer on the Company and as between the Company and every such Shareholder, that Shareholder's executors, administrator and estate wherever constituted or situated any right or remedy which such law confers on the Company is enforceable by the Company.

4.3 Protection of Rights

The Company may do all such things as may be necessary or appropriate for it to do under the SCH Business Rules to protect any Hen, charge or other right to which it may be entitled under any law or this Constitution, including where appropriate requesting the SCH to apply a Holding Lock.

4.4 Extinguishment of Lien

The Company's lien on a Share is extinguished if a transfer of the Share is registered without the Company giving notice of the claim to the transferee.

4.5 Exemptions

The Directors may at any time exempt a Share wholly or in part from the provisions of this clause 4.

4.6 Dividends

Whenever the Company has a lien on a Share, the lien extends to all dividends, rights and other distributions from time to time payable in respect of the Share.

4.7 Sale of Shares

) Subject to clause 4.8 and the Listing Rules, the Company may sell, in such

manner as the Directors think fit, any Shares on which the Company has a lien.

4.8 Restrictions on Sale

A Share on which the Company has a lien shall not be sold unless:

• (a) the sum in respect of which the lien exists is presently payable; and
• (b) the Company has, not less than 14 days before the date of the sale, given to the registered holder for the time being of the Share or the person entitled to

the Share by reason of the death or bankruptcy of the registered holder a notice in writing setting out, and demanding payment of, such part of the amount in respect of which the lien exists as is presently payable.

4.9 Person Authorised to Sign Transfers

For the purpose of giving effect to a sale of a Share under clause 4.7, the Directors may receive the consideration (if any) given for the Share so sold and may (if required) execute a transfer of the Share sold to the purchaser of the Shares or where the transfer of the Share is to be effected as a Market Transfer, the Company may do all such things as may be necessary or appropriate for it to do or effect the transfer. The Company shall register the purchaser as the holder of the Shares comprised in any such transfer and he is not bound to see to the application of the purchase money. The title of the purchaser to the Shares is not affected by any irregularity or invalidity in connection with the sale.

4.10 Proceeds of Sale

The proceeds of a sale under clause 4.7 shall be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any), shall (subject to any like lien for sums not presently payable that existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

5. CALLS ON SHARES

5.1 Calls

The Directors may, subject to the requirements of the Corporations Act and the Listing Rules, make calls upon a Shareholder in respect of any money unpaid on the Shares of that Shareholder and not by the terms of issue of those Shares made payable at fixed times.

5.2 Revocation Or Postponement of Call

The Directors may revoke or postpone a call,

5.3 Making A Call

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.

5.4 Payments in Advance of Calls

The Directors may accept from a Shareholder the whole or any part of the amount unpaid on a Share although no part of that amount has been called up, and in that event the Directors shall nominate whether the amount so paid is to be treated as capital or a loan to the Company by the Shareholder. If the amount so paid is nominated to be capital, it shall be deemed as from the date of such nomination to have been applied in paying up (so far as it will extend) the unpaid balance of the total issue price of the Share, but the dividend entitlement attaching to such Share shall remain as it was prior to the payment so made until there is a call in respect of the Share under this clause 5 of an amount equal to or greater than the amount so paid. If the amount so paid is nominated to be a loan to the Company, it shall carry interest at such rate, not exceeding the Prescribed Rate, as is agreed between the Directors and the Shareholder, shall not be repayable unless the Directors so determine, shall not confer on the Shareholder any rights attributable to subscribed capital, and shall, unless so repaid, be applied in payment of calls on the Share as and when the same become due.

5.5 Transfer of Shares Call Unpaid

Subject to the Listing Rules, the Company shall accept transfers of Shares call unpaid.

5.6 Notice of Call and Shareholders

Each Shareholder must, on receiving at least 15 Business Days notice (or such longer period as the Listing Rules shall require) specifying:

• (a) the name of the Shareholder;
• (b) the number of shares held by the Shareholder;
• (c) the amount of the call;
• (d) the due date for payment of the call;
• (e) the consequences of non-payment of the call;
• (f) the taxation deductions applicable (if any) and how they may be applied for;
• (g) market details regarding the shares and any other shares in the Company as required by the Listing Rules; and
• (h) such other information as required by the Listing Rules,

pay to the Company at the time or times and place so specified the amount called on the Shares.

5.7 Joint Holders

The joint holders of a Share are jointly and severally liable to pay all calls in respect of the share.

5.8 Non Receipt of Notice of Call

The non-receipt of a notice of any call by, or the accidental omission to give notice of

a call to, a Shareholder does not invalidate the call.

5.9 Interest on default

If a sum called in respect of a Share is not paid before or on the day appointed ) for payment of the sum, the person from whom the sum is due must pay

interest on the sum from and including the day for payment to the time of actual payment at the Prescribed Rate, but the Directors may waive payment of that interest wholly or in part.

5.10 Instalments deemed calls

Subject to the Listing Rules any sum that, by the terms of issue of a Share, becomes payable on allotment or at a fixed date is deemed for the purposes of this Constitution to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

5.11 Differentiation between Shareholders as to calls

The Directors may, on the issue of Shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.

6, FORFEITURE OF SHARES

• 6.1 Notice requiring payment of call
  • (a) If a Shareholder fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on the Shareholder requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs and expenses that have been incurred by the Company by reason of such non-payment.
  • (b) The notice must name a further day being the date 10 Business Days after the day for payment of the call or instalment on or before which the payment required by the notice is to be made and must state that, in the event of nonpayment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
• 6.2 Forfeiture for failure to comply with notice

If the requirements of a notice served under clause 6.1 are not complied with, any Share of which a call is unpaid at the expiration of 10 Business Days after the day for its payment is thereupon forfeited without any resolution of the Directors to that effect. Such a forfeiture includes all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

Any Share forfeited under this clause may be sold, re-allotted or otherwise disposed

of to whom and on such terms and conditions, subject to the Corporations Act and listing Rules, as the Directors think fit.

6.3 Notice of Forfeiture

If any Share is forfeited under this clause 6, notice of the forfeiture must be given to the Shareholder holding the Share immediately prior to the forfeiture and an entry of forfeiture with the date thereof must be made in the Register.

6.4 Surrender of Share

The Directors may accept the surrender of any Share which they are entitled to forfeit on such terms as they think fit and any Share so surrendered is deemed to be a forfeited Share.

6.5 Cancellation of forfeiture

At any time before a sale or disposition of a Share, the forfeiture of that Share may be cancelled on such terms as the Directors think fit.

6.6 Effect of forfeiture on former holder's liability

A person whose Shares have been forfeited ceases to be a Shareholder in respect of the forfeited Shares, but remains liable to pay the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the shares (including interest at the Prescribed Rate, from the date of forfeiture on the money for the time being unpaid if the Directors think fit to enforce payment of the interest and also expenses owing), but that person's liability ceases if and when the Company receives payment in full of all money (including interest and expenses) so payable in respect of the Shares.

6.7 Evidence of forfeiture

A statement in writing declaring that the person making the statement is a Director or a Secretary of the Company, and that a Share in the Company has been duly forfeited in accordance with this Constitution on a date stated in the statement, is prima facie evidence of the facts, stated in the statement as against all persons claiming to be entitled to the Share.

6.8 Transfer of forfeited share

The Company may receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share and may effect a transfer of the Share in favour of the person to whom the Share is sold or disposed of. Upon the execution of the transfer, the transferee must be registered as the holder of the Share and is not bound to see to the application of any money paid as consideration. The title of the transferee to the Share is not affected by an irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.

6.9 Forfeiture applies to non-payment of instalment

The provisions of this Constitution as to forfeiture apply in the case of nonpayment of any sum that, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of the Share or by way of premium, as if that sum had been payable by virtue of a call duly made and notified. Where the transfer of forfeited Shares is to be effected by a SCH regulated transfer, the Company may do all such things as may be necessary or appropriate for it to do under the SCH Business Rules.

6.10 Listing Rules

The Company shall comply with the Listing Rules with respect to forfeited Shares.

TRANSFER OF SHARES 7.

7.1 Forms of Instrument of Transfer

Subject to this Constitution, a Shareholder may transfer all or any of the Shareholder's Shares by:

• (a) Market Transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in shares, including a transfer that may be effected pursuant to the SCH Business Rules or other electronic transfer process; and
• (b) an instrument which is:
  • (i) in writing in any usual or common form or in any other form that the Directors approve;
  • (ii) a sufficient instrument or transfer of marketable securities under Section 1091 of the Corporations Act;
  • (iii) in a form approved by ASX; or
  • (iv) in any other usual or common form.
• 7.2 Registration Procedure

Where an instrument of transfer referred to in clause 7.1(b) is to be used by a Shareholder to transfer Shares the following provisions apply:

• (a) it must be executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act;
• (b) the instrument of transfer must be left for registration at the share registry of the Company, accompanied by the certificate for the Shares to which it relates (if any) and such information as the Directors properly require to show the right of the transferor to make the transfer, and in that event, the Company

must, subject to the powers vested in the Directors by this Constitution, register the transferee as a Shareholder;

• (c) the Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and market or note transfer forms without charge except in the case where the Company issues certificates for Shares to replace a lost or destroyed certificate; and
• (d) on registration of a transfer of Shares, the Company must cancel the old certificate (if any).
• 7.3 Transferor Holds Shares Until Registration of Transfer
  • (a) Except in the case of a proper SCH Transfer, a transferor of Shares remains the holder of the Shares transferred until the transfer (if any) is registered and the name of the transferee is entered in the Register of Shareholders in respect of the Shares. The right to any dividends declared on any Shares subject to a transfer will be determined by reference to the Record Date for the purpose of that dividend and the date of registration of the transfer.
  • (b) In the case of a Market Transfer or any other transfer the Company must comply with such obligations as may be imposed on it by the Listing Rules and SCH Business Rules in connection with any transfer of Shares.
• 7.4 Directors' Powers to Decline to Register
  • (a) The Directors may decline to register any transfer of Shares (other than a Market Transfer) where:
    • (i) the Listing Rules or SCH Business Rules permit the Company to do so;
    • (ii) the Listing Rules or SCH Business Rules require the Company to do so; or
    • (iii) the transfer is in breach of the Listing Rules or any escrow agreement relating to Restricted Securities entered into by the Company under the Listing Rules.
  • (b) If in the exercise of their rights under clause 7.4(a) the Directors refuse to register a transfer of a Share, they must give written notice in accordance with the Listing Rules of the refusal to the transferee and the Broker lodging the transfer (if any). Failure to give such notice will not invalidate the decision of the Directors.
  • (c) Notwithstanding any other provisions contained in this Constitution, the Company must not:
    • (1) prevent, delay or interfere with the generation of a proper SCH transfer or the registration of a paper based transfer in registrable form; or

(ii) divest or disenfranchise the rights of a Shareholder,

in a manner which is contrary to the provisions of any of the Listing Rules or the SCH Business Rules.

• 7.5 Company to Retain Instrument of Transfer
  • (a) The Company must retain every instrument of transfer which is registered for such period as the Directors determine.
  • (b) Where the Directors refuse registration of a transfer under this Constitution, the transfer must be returned to the person who deposited it if demand is made within 12 months of the giving of notice of refusal to register unless there has been an allegation of fraud concerning the transfer or the transaction to which it relates.
• 7.6 Other Securities

The provisions of this clause shall apply, with necessary alterations, to any other Listed Securities for the time being issued by the Company.

8. TRANSMISSION OF SHARES

8.1 Transmission of Shares on Death of Holder

In the case of the death of a Shareholder, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where the deceased was a sole holder, are the only persons recognised by the Company as having any title to the deceased's interest in the Shares, but this clause does not release the estate of a deceased joint holder from any liability in respect of a Share that had been jointly held by the deceased with other persons.

8.2 Death or Bankruptcy of Shareholder

Subject to clause 8.1, where the registered holder of a Share dies or becomes bankrupt, his personal representative or the trustee of his estate, as the case may be, shall be entitled upon the production of such information as is properly required by the Directors, to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt.

8.3 Registration by Transmission or to Beneficiary

A person becoming entitled to a Share in consequence of the death or, subject to the Bankruptcy Act 1966, the bankruptcy of a Shareholder may, upon such information being produced as is properly required by the Directors, elect by written notice to the Company either to be registered as holder of the Share or to nominate some other person to be registered as the transferee of the Share. If he elects to have another person registered, he shall execute a transfer of the Share to that other person.

8.4 Limitations to Apply

All the limitations, restrictions and provision of this Constitution relating to the right to transfer Shares and the registration of a transfer of Shares are applicable to any such notice or transfer as if the death or bankruptcy of the Shareholder had not occurred and the notice of transfer were a transfer signed by that Shareholder.

9. REDUCTIONS OF CAPITAL

9.1 Reduce Share Capital

The Company may reduce its share capital by any of the means authorised by the Corporations Act, subject to the provisions of that law and, where applicable, the Listing Rules. The Company may reduce its share capital in ) any way that is not otherwise authorised by law, including by way of an in specie distribution of the assets of the Company (including any shares in another company), if the reduction:

• (a) is fair and reasonable to the Company's Shareholders as a whole;
• (b) does not materially prejudice the Company's ability to pay its creditors; and
• (c) is approved by Shareholders in accordance with Section 256C of the Corporations Act.

10. SHARE BUY-BACKS

10.1 Power to Buy Back Shares

The Company may buy ordinary Shares in itself by any of the means authorised by the Corporations Act, subject to the provisions of that law and, where applicable, the Listing Rules.

11. GENERAL MEETINGS

11.1 Convening of General Meetings of Shareholders

The Directors may, whenever they think fit, convene a general meeting of Shareholders provided that, in the event that there are no Directors holding office, the Secretary shall convene a general meeting for the purpose of electing Directors. A general meeting shall also be convened on requisition as is provided for by the Corporations Act or, in default, may be convened by such requisitions as empowered to do so by the Corporations Act.

11.2 Notice

Subject to the Listing Rules and to the provisions of the Corporations Act, a notice of a general meeting shall be given in accordance with the requirements of Part 2G.2 Division 3 of the Corporations Act and clause 26, and shall specify the place, the day and the time of the meeting and shall state the general nature of the business to be transacted at the meeting. For the purposes of receipt of proxy appointments, the notice must specify a place and fax number and may specify an electronic address. The non-receipt of a notice of a general meeting by a Shareholder or the accidental omission to give such a notice to a Shareholder shall not invalidate any resolution passed at any such meeting.

11.3 Notice to ASX

The Company shall notify ASX of the date of any general meeting at which Directors are to be elected at least 5 Business Days before the closing date for the receipt of nominations for election to the office of Director. The Company must immediately give to ASX a copy of a document it sends to the holders of ) securities in a class. All notices convening general meetings shall specify the place, date and hour of the meeting.

11.4 Annual General Meeting

An annual general meeting shall be held in accordance with the requirements of Section 250N of the Corporations Act.

• 11.5 Virtual meetings

  • (a) Virtual meeting technology may be used in holding a general meeting (including an annual general meeting), provided the technology gives the persons entitled to attend the meeting, as a whole, a reasonable opportunity to participate without being physically present in the same place.
  • (b) To avoid doubt:
    • (i) a reasonable opportunity to participate includes a reasonable opportunity to exercise a right to speak; and
    • (ii) a person may elect to exercise a right to speak (including a right to ask questions) orally rather than in writing.
  • (c) All persons so participating in the meeting are taken for all purposes to be present in person at the meeting while so participating.
  • (d) All persons so participating in the meeting who are entitled to vote at the meeting:
    • (i) must be given the opportunity to participate in the vote in real time; and
    • (ii) may be given the opportunity to record a vote in advance of the meeting at the election of the voter.
  • (e) If the technology used in accordance with clause 11.5(a) encounters a technical difficulty, whether before or during the meeting, which results in a Shareholder not being able to participate in the meeting, the Chairman may, subject to the Corporations Act and this Constitution, allow the meeting to continue or may adjourn the meeting either for such reasonable period as may be required to fix the technology or to such other time and location as the Chairman deems appropriate.

• (f) If:

  • (i) virtual meeting technology is used in holding a general meeting (including an annual general meeting); and
  • (ii) a document is required or permitted to be tabled at the meeting;
  • (iii) the document is taken to have been tabled at the meeting if the document is:
  • (iv) given to the persons entitled to attend the meeting (whether physically or using virtual meeting technology) before the meeting; or
  • (v) made accessible to the persons attending the meeting (whether physically or using virtual meeting technology) during the meeting.

• (g) If any of the persons entitled to attend the meeting is entitled to physically attend the meeting:

  • (i) the place for the meeting is taken to be:

(A) if there are 2 or more locations at which persons who are entitled to physically attend the meeting may do so - the main location for the meeting as set out in the notice of the meeting; and

(B) otherwise - the location where the persons may physically attend the meeting; and

• (ii) the time for the meeting is taken to be the time at the place for the meeting.
• (h) If none of the persons entitled to attend the meeting is entitled to physically attend the meeting:
  • (i) the place for the meeting is taken to be the address of the registered office of the Company; and
  • (ii) the time for the meeting is taken to be the time at the registered office of the Company.

11.6 Direct voting

• (a) Despite anything to the contrary in this Constitution, the Directors may decide that, at any general meeting (including an annual general meeting), a Shareholder who is entitled to attend and vote on a resolution at that meeting is entitled to a direct vote in respect of that resolution. A "direct vote" includes a vote delivered to the Company by post, fax or other electronic means approved by the Directors.
• (b) The Directors may prescribe regulations, rules and procedures in relation to direct voting, including the form, method and timing of giving a direct vote

at a meeting in order for the vote to be valid and any such regulations, rules and procedures will have effect as if they were set out in this Constitution.

• (c) A direct vote on a resolution at a meeting is of no effect and will be disregarded if the direct vote is or was cast otherwise than in accordance with any regulations, rules and procedures prescribed by the Directors under clause 11.6(b).
• (d) Subject to any regulations, rules and procedures prescribed by the Directors, if the Company receives a valid direct vote on a resolution in accordance with any such regulations, rules and procedures and, prior to, after or at the same time as receipt of the direct vote, the Company receives an instrument appointing a proxy, attorney or Representative to vote on behalf of the same Shareholder on that resolution, the Company may regard the direct vote as effective in respect of that resolution and disregard any vote cast by the proxy, attorney or representative on the resolution at the meeting.

12. PROCEEDINGS AT GENERAL MEETINGS

12.1 Quorum

No business shall be transacted at any general meeting unless a quorum is present comprising 2 Shareholders present in person, by proxy, attorney or Representative. For the purpose of determining whether a quorum is present, a person attending as a proxy, attorney or Representative, shall be deemed to be a Shareholder present in person. If a quorum is not present within 30 minutes 1 after the time appointed for a general meeting, the general meeting, if convened, upon a requisition, shall be dissolved, but in any other case it shall stand adjourned sine die.

12.2 Business At General Meetings

Only matters that appear in a notice of meeting shall be dealt with at a general meeting or an annual general meeting, as the case may be.

12.3 Persons Entitled to Attend A General Meeting

The persons entitled to attend a general meeting shall be:

• (a) Shareholders, in person, by proxy, attorney or Representative;
• (b) Directors;
• (c) the Company's auditor; and
• (d) such other person or persons as the Chairman may approve.

12.4 Chairman

If the Directors have elected one of their number as Chairman of Directors' meetings he shall, if willing, preside as Chairman at every general meeting. Where a general meeting is held and a Chairman has not been so elected, or the Chairman is not present within 15 minutes after the time appointed for the holding of the general meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the general meeting, but failing an election by the Directors, the Shareholders present shall elect one of their number to be Chairman of the General Meeting.

12.5 Adjournment

The Chairman may, with the consent of the general meeting at which a quorum is present, and shall, if so directed by the general meeting, adjourn the general meeting from time to time and from place to place, but no business shall be transacted on the resumption of any adjourned general meeting other than the business left unfinished at the general meeting from which the adjournment took place.

12.6 Notice of Resumption of Adjourned General Meeting

When a general meeting is adjourned for 30 days or more, notice of the resumption of the meeting shall be given in the same manner as for the original general meeting, but otherwise, it is not necessary to give any notice of any adjournment or of the business to be transacted on the resumption of the adjourned general meeting,

12.7 Voting Rights

• (a) Subject to paragraph (b) of this clause 12.7, the Listing Rules and any rights or restrictions for the time being attached to any class or classes of Shares at general meetings of Shareholders or classes of Shareholders:
  • (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or Representative;
  • (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder has one vote; and
  • (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or Representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or Representative, have one vote for the Share, but in respect of partly paid Shares, shall have a fraction of a vote for each partly paid Share. The fraction shall be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable, excluding amounts credited, provided that amounts paid in advance of a call are ignored when calculating a true proportion.
• (b) In the event of a breach of the Listing Rules relating to Restricted Securities or of any escrow agreement entered into by the Company under the Listing Rules in relation to any Shares which are classified under the Listing Rules

or by ASX as Restricted Securities, the member holding the Shares in question shall cease to be entitled to any voting rights in respect of those Shares for so long as the breach subsists.

12.8 Voting - Show of Hands

At any general meeting a resolution put to the vote of the general meeting shall be decided on a show of hands unless a poll is demanded in accordance with clause 12.10.

12.9 Results of Voting

Unless a poll is so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of general meetings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution, provided that the declaration reflects the show of hands and the votes of the proxies received.

12.10 Poll

A poll may be demanded before or immediately upon the declaration of the result of the show of hands by:

• (a) the chairman of the general meeting; or
• (b) at least 5 Shareholders entitled to vote on the resolution present in person or by proxy, attorney or Representative; or
• (c) any one or more Shareholders holding not less than 5% of the total voting rights of all Shareholders having the right to vote on the resolution.
• 12.11 Manner of Taking Poll

If a poll is duly demanded, it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the general meeting at which the poll was demanded. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. The demand for a poll may be withdrawn.

12.12 Meeting May Continue

A demand for a poll shall not prevent the continuation of the general meeting for the transaction of other business.

12.13 Voting by Joint Holders

In the case of joint holders of Shares, the vote of the senior who tenders a vote, whether in person or by proxy, attorney or Representative, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Shareholders.

12.14 Shareholder Under Disability

If a Shareholder is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, his committee or trustee or such other person as properly has the management of his estate may exercise any rights of the Shareholder in relation to a general meeting as if the committee, trustee or other person were the Shareholder.

12.15 Payment of Calls

At a general meeting a Shareholder can on a show of hands and on a poll, vote in respect of Shares held by him on which all calls presently payable by him in respect of those Shares have been paid, but not in respect of those Shares held by him on which calls presently payable by him in respect of those Shares have not been paid.

12.16 Objection to Voting

An objection may be raised to the qualification of a voter only at the general meeting or adjourned general meeting at which the vote objected to is given or tendered. Any such objection shall be referred to the Chairman of the general meeting, whose decision shall be final. A vote not disallowed pursuant to such an objection is valid for all purposes.

12.17 Appointment of Proxy

A Shareholder who is entitled to attend and cast a vote at a general meeting may appoint a person as the Shareholder's proxy to attend and vote for the Shareholder at the general meeting. The appointment may specify the proportion or number of votes that the proxy may exercise. Each Shareholder may appoint a proxy. A Shareholder who is entitled to cast 2 or more votes at the meeting may appoint 2 proxies. If the Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of votes that the proxy may exercise, each proxy may exercise half the votes. Any fraction of votes resulting from the application of this clause 12.17 shall be disregarded. An instrument appointing a proxy:

• (a) shall be in writing under the hand of the appointor or of his attorney, or, if the appointer is a body corporate, either under seal or under the hand of a duly authorised officer, or officers (as the case may be) or attorney;
• (b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;
• (c) shall be deemed to confer authority to demand or join in demanding a poll;
• (d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act;
• (e) shall not be valid unless the original instrument and the power of attorney or other authority (if any) under which the instrument is signed (duly stamped where necessary) or a certified copy of that proxy, power or authority, is or

are deposited at or sent by facsimile transmission to the Registered Office, or deposited at or sent by facsimile transmission to such other place as is specified for that purpose in the notice convening the general meeting, no later than 48 hours prior to the time of the commencement of the general meeting in the place that the general meeting is being convened (or the resumption thereof if the general meeting is adjourned and notice is given in accordance with clause 12.6) as shall be specified in the notice convening the general meeting (or the notice under clause 12.6, as the case may be); and

(f) shall comply with the Listing Rules.

The Company shall send out proxy forms which will enable Shareholders to vote for or against each resolution with notices covering general meetings of the Company.

12.18 Proxy Votes

A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed) or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the general meeting or adjourned general meeting at which the instrument is used or the power is exercised.

12.19 Representatives of Corporate Shareholders

A body corporate ("appointor") that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act, by resolution of its Directors or other governing body, such person or persons as it may determine to act as its Representative at any general meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the appointor as a Shareholder. When a Representative is present at a general meeting of the Company, the appointor shall be deemed to be personally present at the general meeting unless the Representative is otherwise entitled to be present at the general meeting.

13. THE DIRECTORS

13.1 Number of Directors

The Company shall at all times have at least 3 Directors at least 2 of whom must ordinarily reside in Australia. The number of Directors shall not exceed 9 provided that the Company may, by ordinary resolution, increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office provided that no Director other than the Managing Director shall be entitled to hold office for more than 3 years without rotation.

13.2 Rotation of Directors

Subject to clause 17.4 at every annual general meeting of the Company one- third of

the Directors (other than alternate Directors and the Managing Director) for the time being, or, if their number is not a multiple of 3, then such number as is appropriate to ensure that no Director other than alternate Directors and the Managing Director holds office for more than 3 years, shall retire from office. The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots. A retiring Director is eligible for re-election.

13.3 Election of Directors

The Company may, at the general meeting at which a Director so retires, fill the vacated office by electing the retiring Director (if offering himself for re- election and not being disqualified under the Corporations Act from holding office as a Director) or another person to that office by resolution. The Company shall observe the requirements of Section 225 of the Corporations Act with respect to the election of Directors.

13.4 Nomination of Directors for Election

No person, other than a Director seeking re-election, shall be eligible for election to the office of Director at any general meeting unless he or some Shareholder intending to propose his nomination has, at least 30 Business Days before the meeting, left at the Registered Office a notice in writing, duly signed by the nominee, giving his consent to the nomination and signifying' his candidature for the office or the intention of such Shareholder to propose him. Notice of each and every candidature for election as a Director shall be given to each Shareholder with or as part of the notice of the meeting at which the election is to take place.

Where the number of nominations for election as a Director exceeds the number of Directors who have or are to resign at the general meeting, the order in which the nominations are to be voted on shall be determined by drawing lots and once the relevant vacancies have been filled, no further nominations shall be voted on.

13.5 Casual Vacancies and Additional Directors

The Directors may at any time appoint a person to be a Director (but not as an alternate Director), either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

13.6 Removal of Director

The Company may by resolution remove any Director before the expiration of his period of office and may by resolution appoint another person in his place. The person so appointed is subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.

13.7 Vacation of Office

The office of Director shall automatically become vacant if the Director:

• (a) ceases to be a Director by virtue of Section 224 or any other provision of the Corporations Act;
• (b) becomes bankrupt or makes any arrangement or composition with his creditors generally;
• (c) becomes prohibited from being a Director by reason of any order made under the Corporations Act;
• (d) becomes of unsound mind or a person whose person or estate.is liable to be dealt with in any way under the law relating to mental health;
• (e) resigns his office by notice in writing to the Company;
• (f) is removed from office under clause 13.6; or
• (g) he is absent for more than 6 months, without permission of the Directors, from meetings of the Directors held during that period.

13.8 Remuneration

The Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors such sum as may from time to time be determined by the Company in general meeting, to be divided among the Directors in such proportions as they shall from time to time agree or in default of agreement equally. The remuneration of the Directors shall not be increased except pursuant to a resolution passed at a general meeting of the Company where notice of the suggested increase shall have been given to Shareholders in the notice convening the meeting. Fees payable to non-Executive Directors shall be by a fixed sum and not by a commission on or percentage of profits or operating revenue. Remuneration payable to Executive Directors shall not include a commission on or percentage of operating revenue. The remuneration of a Director shall be deemed to accrue from day to day.

13.9 Expenses

The Directors shall be entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. If any of the Directors being willing shall be called upon to perform extra services or make any special exertions on behalf of the Company or the business of the Company, the Directors may remunerate such Director in accordance with such services or exertions, and such remuneration may be either in addition to or in substitution for his Share in the remuneration provided for by clause 13.8.

13.10 Qualification of Directors

A Director is not required to hold any Shares. A person of or over the age of 72 years may not be appointed or re-appointed as a Director except pursuant to a resolution of the Company in accordance with the Corporations Act.

14. POWERS AND DUTIES OF DIRECTORS

14.1 Management of the Company

Subject to the Corporations Act, the Listing Rules and to any other provision of this Constitution, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and forming the Company and may exercise all such powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

14.2 Borrowings

Without limiting the generality of clause 14.1, the Directors may at any time:

• (a) exercise all powers of the Company to borrow money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person;
• (b) sell or otherwise dispose of the whole or any part of the assets, undertakings and other properties of the Company or any that may be hereafter acquired on such terms and conditions as they may deem advisable, but:
  • (i) the Company shall comply with the Listing Rules;
  • (ii) any sale or disposal of the Company's main undertaking shall only be made subject to the prior approval or ratification of the sale or disposal by the Company in general meeting; and
  • (iii) on the sale or disposition of the Company's main undertaking or on the liquidation of the Company, no commission or fee shall be paid to any Director or Directors or to any liquidator of the Company unless it shall have been ratified by the Company in general meeting, with prior notification of the amount of such proposed payments having been given to all Shareholders at least 10 Business Days (in the case of an ordinary resolution) or 15 Business Days (in the case of a special resolution) prior to the meeting at which any such payment is to be considered; and
• (c) take any action necessary or desirable to enable the Company to comply with the Listing Rules.

14.3 Attorneys

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit. Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors may determine and may also authorize the attorney to delegate all or any of the powers, authorities and discretions vested in him.

14.4 Cheques Etc.

All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Directors or in such other manner as the Directors determine.

14.5 Retirement Benefits for Directors

Subject to Part 2D.2 (Division 2) of the Corporations Act and the Listing Rules, the Directors may at any time adopt any scheme or plan which they consider to be in the interests of the Company and which is designed to provide retiring or superannuation benefits for both present and future non-Executive

Directors, and they may from time to time vary any such scheme or plan. Any scheme or plan may be effected by agreements entered into by the Company with individual Directors, or by the establishment of a separate trust or fund, or in such other manner as the Directors consider proper. The Directors may, subject to Part 2D.2 (Division 2) of the Corporations Act and the Listing Rules, attach such terms and conditions to any entitlement under any such scheme or plan as they think fit, including, without limitation, a minimum period of service by a Director before the accrual of any entitlement and the acceptance by the Directors of a prescribed retiring age.

14.6 Securities to Directors

If any Director of the Company acting solely in his capacity as Director shall become personally liable for the payment of any sum primarily due by the Company, the Directors may create any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the person so becoming liable from any loss in respect of such liability.

IS. PROCEEDING OF DIRECTORS

15.1 Convening A Meeting

A Director may at any time, and a Secretary shall, whenever requested to do so by one or more Directors, convene a Directors' meeting but not less than 24 hours' notice of every such Directors' meeting shall be given to each Director either by personal or telephone contact or in writing (including, without limitation, by facsimile or electronic transmission to a machine at a Director's home or usual place of business) by the convenor of the meeting. The Directors may by unanimous resolution agree to shorter notice.

15.2 Procedure At Meetings

The Directors may meet together for the dispatch of business and adjourn and, subject to this clause 15, otherwise regulate the Directors' meetings as they think fit.

15.3 Quorum

No business shall be transacted at any Directors' meeting unless a quorum is present, comprising 2 Directors present in person who are entitled to vote at the meeting, or such greater number as is determined by the Directors. Provided a quorum is present at the place where the meeting is held, other Directors unable to attend in person may participate in the proceedings of the meeting in accordance with clause 16. Majority Decisions Questions arising at any Directors' meeting shall be decided by a majority of votes. A resolution passed by a majority of Directors shall for all purposes be deemed a determination of the Directors.

15.4 Casting Votes

In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote, but the Chairman shall have no casting vote where only 2 Directors are competent to vote on the question.

15.5 Alternate Directors

A Director may appoint any person to be an alternate Director in his place during such period as he thinks fit, and the following provisions shall apply with respect to any alternate Director:

• (a) he is entitled to notice of Directors' meetings and, if his appointor Director is not present at such a Directors' meeting, he is entitled to attend and vote in the place of the absent Director;
• (b) he may exercise any powers that his appointor Director may exercise, and the exercise of any such power by the alternate Director shall be deemed to be the exercise of the power by his appointor Director;
• (c) he is not required to hold any Shares;

13.2 his appointment may be terminated at any time by his appointor Director notwithstanding that the period of the appointment of the alternate Director has not expired, and the appointment shall terminate in any event if his appointor Director ceases to be a Director except where the appointor retires at an annual general meeting under clause 13.2 and is reappointed as a Director at that annual general meeting; and

(d) the appointment, or the termination of an appointment, of an alternate Director shall be effected by a written notice signed by the Director who made the appointment given to the Company.

15.6 Continuing Directors May Act

In the event of a vacancy or vacancies in the office of a Director, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quo mm, or in order to convene a general meeting of the Company.

15.7 Chairman

The Directors shall elect from among their number a Chairman and may elect from their numbers a Vice-Chairman of their meetings and may determine the period for which each is to hold office. Where a Directors' meeting is held and a chairman has not been elected or the Chairman or in his absence, the Vice- Chairman (if one has been elected) is not present within 10 minutes after the time appointed for holding of the Directors' meeting or is unwilling to act, the Directors present shall elect one of their number to be a chairman of the Directors' meeting.

15.8 Committees

The Directors may delegate any of their powers, other than powers required by law to be dealt with by the Directors as a board, to a committee or committees consisting of such of their number as they think fit. A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the Directors, and a power so exercised shall be deemed to have been exercised by the Directors. The members of such a committee may elect one of their number as chairman of their meetings. Questions arising at a meeting of a committee shall be determined by a majority of votes of the members present and voting. In the case of an equality of votes, the chairman shall have a casting vote.

15.9 Written Resolutions

A resolution in writing signed by all Directors for the time being or their respective alternate Directors (except those Directors (or their alternates) who expressly indicate their abstention in writing to the Company and those who would not be permitted by virtue of Section 195 of the Corporations Act to vote were the resolution to be put to a meeting of the Directors) shall be as valid and effectual as if it had been passed at a Directors' meeting duly convened and held. Any such resolution may consist of several documents in like form but each document must contain a statement that the Directors are in favour of the resolution and the statement of the Directors must be identical, each document signed by one or more Directors. A facsimile transmission or other document produced by electronic or mechanical means and bearing the signature of the Director, printed electronically or mechanically and with his authority, shall be deemed to be a document in writing signed by the Director.

15.10 Defective Appointment

All acts done by any Directors' meeting or of a committee of Directors or by any person acting as a Director are, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be, or to act as, a Director, or that a person so appointed was disqualified, as valid as if the person had been duly appointed and was qualified to be a Director or to be a member of the committee.

15.11 Directors May Hold Other Offices

A Director may hold any other office or place of profit in or in relation to the Company (except that of auditor) in conjunction with his office of Director and on such terms as to remuneration or otherwise as the Directors shall approve.

15.12 Directors May Hold Shares, Etc.

A Director may be or become a shareholder in or director of or hold any other office or place of profit in or in relation to any other company promoted by the Company or in which the Company may be interested, whether as a vendor, shareholder or otherwise.

15.13 Directors Not Accountable for Benefits

No Director shall be accountable for any benefits received as the holder of any other office or place of profit in or in relation to the Company or any other company referred to in clause 15.13 or as a shareholder in or director of any such other company.

15.14 Disclosure of Interests

Subject to the Listing Rules, no Director shall be disqualified by his office from contracting with the Company whether as vendor purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided or prejudiced on that account, nor shall any Director be liable to account to the Company for any profit arising from any such contract or agreement by reason only of such Director holding that office or of the fiduciary relationship thereby established, but the nature of his interest must be disclosed by him at a Directors' meeting as soon as practicable after the relevant facts have come to his knowledge and such Director shall not vote on any resolution relating to a contract or arrangement in which he has directly or indirectly a material interest.

Related Body Corporate Contracts 15.16

Subject to the requirements of Chapter 2E and Section 195 of the Corporations Act, a Director shall not be deemed to be interested or to have been at any time interested in any contract or arrangement by reason only that in a case where the contract or arrangement has been or will be made with, for the benefit of, or on behalf of a Related Body Corporate, he is a shareholder in that Related Body Corporate.

14.17 Voting, Affixation of Seal

Subject to the Corporations Act and the Listing Rules, a Director may in all respects act as a Director in relation to any contract or arrangement in which he is interested, including, without limiting the generality of the foregoing, in relation to the use of the Seal, but the Director may not vote in relation to any contract or proposed contract or arrangement in which the Director has directly or indirectly a material interest and in that respect the Director shall comply with the requirements of Section 195 of the Corporations Act.

16. MEETING BY INSTANTANEOUS COMMUNICATION DEVICE

16.1 Meetings to Be Effectual

For the purposes of this Constitution, the contemporaneous linking together by instantaneous communication device of a number of consenting Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, shall be deemed to constitute a Directors' meeting and all the provisions of this Constitution as to the Directors' meetings shall apply to such meetings held by instantaneous communication device so long as the following conditions are met:

• (a) all the Directors for the time being entitled to receive notice of the Directors' meeting (including any alternate for any Director) shall be entitled to notice of a meeting by instantaneous communication device for the purposes of such meeting. Notice of any such Directors' meeting shall be given on the instantaneous communication device or in any other manner permitted by this Constitution;
• (b) each of the Directors taking part in the Directors' meeting by instantaneous communication device must be able to hear each of the other Directors taking part at the commencement of the Directors1 meeting; and
• (c) at the commencement of the Directors' meeting each Director must acknowledge his or her presence for the purpose of a Directors' meeting of the Company to all the other Directors taking part.

16.2 Procedure At Meetings

A Director may not leave a Directors1 meeting held under clause 16.1 by disconnecting his instantaneous communication device unless the Director has previously obtained the express consent of the Chairman of the Directors' meeting and shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the Directors' meeting by instantaneous communication device unless the Director has previously obtained the consent to leave as aforesaid. However, if the Director would not be permitted by virtue of Section 195 of the Corporations Act to be present or to vote during the consideration of a matter then such Director may disconnect his instantaneous communication device during the consideration of such matter without obtaining the express consent of the Chairman and the Director shall not be counted for the purpose of determining a quorum during the consideration of the matter.

16.3 Minutes

A minute of the proceedings at a Directors' meeting held under clause 16.1 shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chairman or the person taking the chair at the Directors' meeting under clause 16.1.

16.4 Definition

For the purpose of this Constitution "instantaneous communication device" shall include telephone, television or any other audio or audio-visual device which permits instantaneous communication.

MANAGING DIRECTOR

17.1 Appointment

The Directors may, from time to time appoint, one of their number to the office of Managing Director of the Company either for a fixed term or at will, but not for life and one or more of their number to the office of Executive Director or Executive Directors for a term not exceeding 3 years and, subject to the terms of any agreement entered into in a particular case, may revoke any such appointment. The appointment of the Managing Director or of an Executive Director so appointed automatically terminates if he ceases for any reason to be a Director.

17.2 Remuneration

The Managing Director or an Executive Director shall, subject to the terms of any agreement entered into in a particular case, receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine provided that no Executive Director shall be paid as the whole or part of his remuneration a commission on or percentage of operating revenue.

17.3 Powers

The Directors may, upon such terms and conditions and with such restrictions as they think fit, confer upon the Managing Director or an Executive Director any of the powers exercisable by them. Any powers so conferred may be concurrent with, or be to the exclusion of, the powers of the Directors. The Directors may at any time withdraw or vary any of the powers so conferred on the Managing Director or on the Executive Director.

17.4 Rotation

The Managing Director shall not retire by rotation in accordance with clause 13.2 or be taken into account in determining the rotation of retirement of Directors but Executive Directors shall.

18. SECRETARY

18.1 Secretary

A Secretary of the Company shall hold office on such terms and conditions, as to remuneration and otherwise, as the Directors determine.

19. SEALS

19.1 Common Seal

The Directors shall provide for the safe custody of the Seal. The Seal shall only be used by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the Seal. Every document to which the Seal is affixed shall be signed by a Director and countersigned by another Director, (who may be an alternate Director) a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

19.2 Execution of Documents without the Seal

The Company may execute a document without using the Seal if the document is signed by:

• (a) two Directors; or
• (b) a Director and a Secretary.
• 19.3 Share Seal

Subject to Section 123 of the Corporations Act, the Company is authorised to have a duplicate Common Seal, known as the Share Seal, which shall be a copy of the Common Seal with the addition on its face of the words "Share Seal", and the following provisions shall apply to its use:

• (a) any certificate for Shares may be issued under the Share Seal and if so issued shall be deemed to be sealed with the Common Seal;
• (b) subject to the following provisions of this clause 19.3, the signatures required by clause 19.1 on a document to which the Common Seal is affixed may be imposed by some mechanical means;
• (c) subject to the following provisions of this clause 19.3, the Directors may determine the manner in which the Share Seal shall be affixed to any document and by whom a document to which the Share Seal is affixed shall be signed, and whether any signature so required on such a document must be actually written on the document or whether it may be imposed by some mechanical means;
• (d) the only documents on which the Share Seal may be used shall be Share or stock unit certificates, debentures or certificates of debenture stock, secured or unsecured notes, option certificates and any certificates or other documents evidencing any Share Options or rights to take up any Shares in or debenture stock or debentures or notes of the Company; and
• (e) signatures shall not be imposed by electronic or mechanical means, nor (except when the requirements of clause 19.1 as to signatures are complied with) shall the Share Seal be used on any certificate or other document mentioned in paragraph (d) of this clause unless such certificate or other document has first been approved for sealing or signature (as the case may be) by the Directors or other authorised person or persons.

20, ACCOUNTS, AUDIT, RECORDS AND RECORD DATE

20.1 Accounting Records to Be Kept

The Directors shall cause proper accounting and other records to be kept by the

Company and shall distribute copies of the Company's accounts and reports as required by the Corporations Act and the Listing Rules.

20.2 Audit

The Company shall comply with the requirements of the Corporations Act and the Listing Rules as to the audit of accounts, registers and records.

20.3 Inspection

Except as otherwise required by the Corporations Act, the Directors shall determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of Shareholders other than Directors. A Shareholder, other than a Director, shall not be entitled to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting.

20.4 Record Date

The Company may, in accordance with the Listing Rules and the SCH Business Rules, fix a record date for the purpose of determining entitlements.

21. MINUTES

21.1 Minutes to Be Kept

The Directors shall cause to be kept, in accordance with Sections 251A and 1306 of the Corporations Act, minutes of:

• (a) all proceedings of general meetings and Directors' meetings; and
• (b) all appointments of Officers and persons ceasing to be Officers.
• 21.2 Signature of Minutes

All minutes shall be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting.

21.3 Requirements of the Corporations Act

The Company and the Officers shall comply with the requirements of Sections 251A and if applicable, 251AA of the Corporations Act.

22. DIVIDENDS AND RESERVES

22.1 Dividends

The Directors may from time to time declare a dividend to be paid to the Shareholders entitled to the dividend. The dividend as declared shall (subject to clause 22.9, the rights of any preference Shareholders and to the right of the holders of any shares created or raised under any special arrangement as to dividend) be payable on all Shares in accordance with Section 254W of the Corporations Act.

22.2 Interim Dividend

Subject to clause 22.9 the Directors may from time to time pay to the Shareholders such interim dividends as they may determine.

22.3 Dividends Only Payable From Profits

No dividend shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive.

22.4 No Interest

No dividend shall carry interest as against the Company.

22.5 Reserves

The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

22.6 Alternative Method of Payment of Dividend When

declaring any dividend, the Directors may:

• (a) direct payment of the dividend to be made wholly or in part by the distribution of specific assets or documents of title (including, without limitation, paid-up Shares, debentures or debenture stock of this or any other company, gold, gold or mint certificates or receipts and like documents) or in any one or more of such ways, and where any difficulty arises with regard to the distribution the Directors may settle it as they think expedient and in particular may issue fractional certificates and may fix the value for distribution of such specific assets or any part of such assets and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the Directors; or
• (b) subject to the Listing Rules, direct that such dividend be payable to particular Shareholders wholly or partly out of any particular fund or reserve or out of profits derived from any particular source and to the remaining Shareholders wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular , source and may so direct notwithstanding that by so doing the dividend will form part of the assessable income for taxation purposes of some ) Shareholders and will not form part of the assessable income of others.
• 22.7 Payment of Dividends

All dividends shall be dispatched simultaneously to the Shareholders entitled to the dividend. Any one or two or more joint holders may give effectual receipts for any dividends, interest or other money payable in respect of the Shares held by them as joint holders.

22.8 Unclaimed Dividends

All dividends declared but unclaimed may be invested or otherwise made use of by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys.

22.9 Breach of Restriction Agreement

In the event of a breach of the Listing Rules relating to Restricted Securities or of any escrow agreement entered into by the Company under the Listing Rules in relation to any Shares which are classified under the Listing Rules or by ASX as Restricted Securities, the Shareholder holding the Shares in question shall cease to be entitled to any dividends or distribution in respect of those Shares for so long as the breach subsists.

23. CAPITALISATION

23.1 Capitalisation

Subject to the Listing Rules, the Directors may from time to time capitalise profits. The capitalisation need not be accompanied by the issue of Shares.

23.2 Procedures

Subject to the Listing Rules, if the capitalisation involves the issue of Shares, the Directors shall do all things necessary to give effect to the resolution and, in particular, to the extent necessary to adjust the rights of the Shareholders among themselves, may:

• (a) make cash payments in cases where Shares or debentures could only be issued in fractions; and
• (b) authorise any person to make, on behalf of all the Shareholders entitled to any further Shares or debentures upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further Shares or debentures or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised, and any agreement made under an authority referred to in paragraph (b) is effective and binding on all the Shareholders concerned.

24. BONUS SHARE PLAN

24.1 Authorisation of Bonus Share Plan

The Company may, by ordinary resolution in general meeting, authorise the Directors to implement a Bonus Share Plan on such terms and conditions as are referred to in such resolution and which plan provides for any dividend which the Directors may declare from time to time under clause 22, less any amount which the Company shall either pursuant to this Constitution or any law be entitled or obliged to retain, not to be payable on Shares which are participating Shares in the Bonus Share Plan but for those Shares to any instead an entitlement to receive an allotment of additional fully paid ordinary Shares to be issued as bonus Shares.

24.2 Amendment and Revocation

Any resolution passed by the Company in general meeting pursuant to clause 24.1 may, at any time, be amended or revoked by the Company by ordinary resolution in general meeting.

25. DIVIDEND REINVESTMENT PLAN

• 25.1 Authorisation of Dividend Reinvestment Plan
  • (a) Notwithstanding any other provision of this Constitution, but subject to the requirements of the Corporations Act and the Listing Rules, the Directors may in their absolute discretion establish on such terms and conditions as they think fit:
    • (i) plans (to be called a "dividend reinvestment plan" or an "interest reinvestment plan" as the case may be) for cash dividends paid by the Company in respect of Shares issued by the Company and interest paid by the Company on unsecured notes or debenture stock issued by the Company to be reinvested by way of subscription for Shares in the Company; and
    • (ii) a plan (to be called a "dividend election plan") permitting holders of Shares to the extent that his Shares are fully paid up, to have the option to elect to forego his right to share in any dividends (whether interim or otherwise) payable in respect of such Shares and to receive instead an issue of Shares credited as fully paid up to the extent as determined by the Directors.
  • (b) The Directors may in their absolute discretion, modify, suspend or terminate all or any plans established pursuant to this clause 25.1 from time to time on not less than one month's written notice to all Shareholders.
  • (c) The powers given to the Directors by this clause 25.1 are additional to the other powers reposed in the Directors by this Constitution and shall not in any way be limited, restricted or otherwise affected by clause 23 and this clause 25.

26. NOTICES

• 26.1 Notices by the Company to Shareholders

  • (a) A notice may be given by the Company to a Shareholder:

• (i) personally; or

• (ii) by sending it by post in a prepaid envelope to the Shareholder's address as shown in the register of Shareholders or any other address; or

• (iii) by fax to such fax number as the Shareholder has supplied to the Company for the giving of notices; or

• (iv) by electronic mail to such electronic address as the Shareholder has supplied to the Company for the giving of notices; or

• (v) by other electronic means (if any) nominated by the Shareholder to the Company for the giving of notices; or

• (vi) if the Shareholder nominates:

  • (A) an electronic means (the nominated notification means) by which the Shareholder may be notified that notices are available; and
  • (B) an electronic means (the nominated access means) that the Shareholder may use to access notices,

then by notifying the Shareholder using the nominated notification means:

• (C) that the notice is available; and

• (D) how the Shareholder may use the nominated access means to access the notice; or

• (vii) if the Shareholder does not have a registered address and has not supplied another address to the Company for the giving of notices, by exhibiting it at the registered office of the Company.

• (b) A notice may be given by the Company to the joint holders of a Share by giving the notice in the manner authorised by clause 26.1(a) to the joint holder first named in the register of Shareholders in respect of the Share.

• (c) A notice may be given by the Company to a person entitled to a Share as a result of the death or bankruptcy of a Shareholder by serving it or sending it in the manner authorised by clause 26.1(a)(i) to (vi) addressed to the name or title of the person, at or to the address or fax number or electronic address supplied to the Company for the giving of notices to that person, or if no address, fax number or electronic address has been supplied, at or to the address, fax number or electronic address to which the notice might have been sent if the death or bankruptcy of the relevant Shareholder had not occurred.

• (d) The fact that a person has supplied a fax number or electronic address for the giving of notices does not require the Company to give any notice to that person by fax or electronic mail.

• (e) A notice may be given by the Company to a person entitled to a Share in consequence of the death or bankruptcy of a Shareholder by serving it on him or by sending it to him by name or by the title of representative of the deceased or assignee of the bankrupt, or by any like description, in accordance with clauses 26.1(a) or 26.1(b), and such service will be sufficient service on the Shareholder in whose name the Share is registered.

• (f) Any person who, because of a transfer of Shares, becomes entitled to Shares registered in the name of a Shareholder is bound by every notice which, before that person's name and address is entered in the register of Shareholders in respect of those Shares, is given to the Shareholder in accordance with this clause 26.1.

• (g) Without limiting clause 26.1(a), subject to the provisions of the Corporations Act, any document that is required or permitted to be given to a person (the recipient) that relates to a general meeting (including an annual general meeting) may be given to the recipient by means of an electronic communication. The document may be given by giving the recipient (by means of an electronic communication or otherwise) sufficient information to allow the recipient to access the information electronically. However, an electronic communication or electronic access may only be used if, at the time the electronic communication is used or information about electronic access is given:

  • (i) it is reasonable to expect that the document would be readily accessible so as to be usable for subsequent reference; and
  • (ii) an election by the recipient to receive documents in hard copy only is not in force in relation to the document under the Corporations Act.

• (h) A certificate signed by a Director or Secretary of the Company to the effect that a notice has been given in accordance with this Constitution is conclusive evidence of that fact.

26.2 Notices by the Company to Directors

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

26.3 Notices by Shareholders or Directors to the Company

Subject to this Constitution, a notice may be given by a Shareholder, Director or alternate Director to the Company by serving it on the Company at, or by sending it by post in a prepaid envelope to, the registered office of the Company or by fax or electronic mail to the principal fax number or a nominated electronic address at the registered office of the Company.

• 26.4 Notices to Shareholders outside Australia
  • (a) A notice to be sent to a Shareholder outside Australia and its external territories must be sent by airmail, fax or electronic mail, or in another way that ensures it will be received quickly.
  • (b) To the extent that the Company does not have the address, fax or electronic address of a Shareholder, notice under this clause 26.4 will be given in accordance with clause 26.1(a)(vii).
• 26.5 Time of service
  • (a) Where a notice is served personally,service of the notice is taken to be effected when delivered.
  • (b) Where a notice is sent by post, service of the notice is to be taken to be effected if a prepaid envelope containing the notice is properly addressed and placed in the post and to have been effected:
    • (i) in the case of a notice of a general meeting (including an annual general meeting), on the day after the date of its posting; or
    • (ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post.
  • (c) Where a notice is sent by fax, electronic mail or other electronic means, service is taken:
    • (i) to be effected by correctly sending a fax or electronic version of the notice; and
    • (ii) to have been effected at the time it is sent.
  • (d) Where a notice is sent by notification under clause 26.1(a)(vi), service of the notice is taken:
    • (i) to be effected by correctly sending the notification; and
    • (ii) to have been effected at the time that the Company gave the notification that the notice is available.
  • (e) Where the Company gives a notice under clause 26.1(a)(vii) by exhibiting it at the registered office of the Company, service of the notice is to be taken to be effected when the notice was first so exhibited.
• 26.6 Other communications and documents

Clauses 26.1 (Notices by the Company to Shareholders) to 26.5 (Time of service) (inclusive) apply, so far as they can and with necessary changes, to the service of any communication or document.

26.7 Notices in writing

A reference in this Constitution to a notice in writing includes a notice given by fax or another form of written communication.

26.8 Certificate of Director or Secretary

If a Director or Secretary signs a certificate that a notice was given in the manner set out in the certificate, that certificate is conclusive evidence of the accuracy of the matters set out in it.

27. WINDING-UP

27.1 Distribution in Kind

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

27.2 Trust For Shareholders

The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability.

27.3 Distribution in Proportion to Shares Held

Subject to the rights of Shareholders (if any) entitled to Shares with special rights in a winding-up, all moneys and property that are to be distributed among Shareholders on a winding-up, shall be so distributed in proportion to the Shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the Shares.

28. OFFICERS' AND AUDITOR'S INDEMNITY

28.1 Generally

• (a) Subject to the Corporations Act, every person who from time to time who is or has been an officer or auditor of the Company shall be indemnified for the relevant amount out of the property of the Company against any liability (other than for costs and expenses as referred to in clause 28.1(b)) to another person (other than the Company or a Related Body Corporate) incurred by the person in the person's capacity as, or as a result of the person having been an, officer or auditor of the Company or of a Related Body Corporate in respect of any act or omission whatsoever and howsoever occurring unless the liability is prohibited under Section 199A(2) or 199A(3).
• (b) Subject to the Corporations Act, every person who from time to time is or has been an officer or auditor of the Company shall be indemnified for costs and expenses incurred by the person:
  • (i) in defending proceedings, whether civil or criminal, in relation to any act or omission of the person as an officer or auditor of the Company or of a Related Body Corporate in which judgement is given in favour of the person or in which, the person is acquitted; or
  • (ii) in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Act.
• (c) For the purposes of this clause 28.1 ''officer" has the same meaning as given to that term in paragraphs (a) and (b) of the definition of "officer" in Section 9 of the Corporations Act.

28.2 Employees' Indemnity

Subject to the Corporations Act, every person who from time to time is or has ) been an employee of the Company shall be indemnified for the relevant amount out of the property of the Company against any liability incurred by the person in the person's capacity as, or as a result of the person having, been an employee of the Company or of a Related Body Corporate in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal unless:

• (a) the liability was incurred by the person through the person's own dishonesty, negligence, default, breach of duty or breach of trust; and
• (b) the Directors consider that the liability was incurred in circumstances which do not justify indemnification.
• 28.3 Liability

For the purposes of clauses 28.1 and 28.2 "liability" shall include all costs, charges,

losses, damages, expenses and liabilities of any kind, including in j particular (without limitation) legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal or government authority.

28.4 Relevant Amount

For the purposes of clauses 28.1 and 28.2 "relevant amount" means the amount of the liability after deducting:

• (a) the amount in respect of which the relevant person is otherwise entitled to be indemnified and is otherwise actually indemnified by another person (including in particular, an insurer under any insurance policy); and
• (b) where the liability is incurred in the conduct of the business of a Related Body Corporate or in the discharge of the duties of the person, in relation to a Related Body Corporate the amount in respect of which the person is entitled to be indemnified and is actually indemnified out of the assets of that Related Body Corporate.
• 28.5 Insurance

The Company may, to the extent permitted by law:

• (a) purchase and maintain insurance; or
• (b) pay or agree to pay a premium for insurance for any person to whom clauses 28.1 and 28.2 apply against any liability incurred by the person as an officer or auditor of the Company or of a Related Body Corporate including, but not limited to, a liability for negligence or for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome.

29. OVERSEAS SHAREHOLDERS

29.1 Overseas Shareholders

Each Shareholder with a registered address outside Australia acknowledges that, with the approval of ASX, the Company may, in accordance with the Listing Rules, arrange for a nominee to dispose of any of its entitlement to participate in any issue of Shares or Share Options by the Company to Shareholders.

30. LISTING RULES

30.1 Listing Rules

If the Company is admitted to the Official List of ASX, the following clauses apply:

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

• (b) Nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done.
• (c) If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
• (d) If the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision.
• (e) If the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision.
• (f) If any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

31. SCH BUSINESS RULES

31.1 SCH Business Rules

Where the securities of the Company are CHESS approved Securities, the Company shall comply with the SCH Business Rules.

32. RESTRICTED SECURITIES

• 32.1 If the Company is admitted to the Official List of ASX, the following clauses apply:
  • (a) A holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the listing rules or ASX.
  • (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 entity will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those securities except as permitted by the listing rules or ASX.
  • (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 ASX.

(e) If a holder of restricted securities breaches a restriction deed or a provision of the entity's constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.