CORPORATIONS ACT 2001 A COMPANY LIMITED BY SHARES

CONSTITUTION

SUPERIOR RESOURCES LIMITED

RAPID COMPANIES Level 3, 293 Queen Street BRISBANE 4000 PHONE: (07) 3229 8311 FAX: (07) 3221 9982

Certificate of Registration of a Company

This is to certify that

SUPERIOR RESOURCES LIMITED

Australian Company Number 112 844 407

is a registered company under the Corporations Act 2001 and is taken to be registered in Queensland.

The company is limited by shares.

The company is a public company.

The day of commencement of registration is the eighth day of February 2005.

Issued by the
Australian Securities and Investments Commission
on this eighth day of February, 2005.

$am\ell$

Jeffrey Lucy
acting Chairman

1.	NAME OF THE COMPANY
2.	LIABILITY OF MEMBERS
3.	INTERPRETATION
4.	REGISTERED OFFICE
5.	EFFECT OF CONSTITUTION
6.	RIGHTS AND POWERS OF THE COMPANY
7.	BROKERAGE OR COMMISSION PAYMENTS
8.	ISSUING SHARES
9.	CLASSES OF SHARES
10.	SHARE CERTIFICATES
11.	VARIATION OF RIGHTS
12.	CONVERSION OF SHARES
13.	EQUITABLE AND OTHER INTERESTS IN SHARES
14.	COMPANY'S LIEN ON SHARES
15.	SALE OF SHARES WITH A LIEN
16.	CALLS ON PARTLY-PAID SHARES
17.	FAILURE TO PAY CALL
18.	FORFEITURE OF SHARE
19.	TRANSFER OF SHARES
20.	REGISTRATION OF TRANSFERS
21.	FINANCIAL ASSISTANCE
22.	TRANSMISSION OF SHARES ON DEATH
23.	TRANSMISSION OF SHARES ON BANKRUPTCY
24.	TRANSMISSION OF SHARES ON MENTAL INCAPACITY
25.	ALTERATION OF CAPITAL
26.	REDUCTION OF SHARE CAPITAL
27.	SHARE BUY-BACKS

28.	LOANS TO MEMBERS OR ASSOCIATES OF MEMBERS
29.	MEETINGS OF MEMBERS
30.	CALLING OF MEETINGS WHEN REQUESTED BY MEMBERS
31.	CALLING OF GENERAL MEETINGS BY MEMBERS
32.	NOTICE OF MEETINGS
33.	MEMBERS' RIGHT TO PUT RESOLUTIONS AT MEETINGS
34.	QUORUM
35.	CHAIRING MEETINGS OF MEMBERS
36.	HOW MANY VOTES A MEMBER HAS
37.	HOW VOTING IS CARRIED OUT
38.	WHEN AND HOW POLLS MUST BE TAKEN
39.	CIRCULATING MEMBERS' RESOLUTIONS
40.	APPOINTMENT OF BODY CORPORATE REPRESENTATIVE
41.	APPOINTMENT OF PROXIES
42.	RIGHTS OF PROXIES
43.	VALIDITY OF PROXY VOTE
44.	OBJECTIONS TO RIGHT TO VOTE
45.	MINUTES
46.	FINANCIAL RECORDS
47.	APPOINTMENT OF DIRECTORS
48.	DIRECTORS MAY APPOINT OTHER DIRECTORS
49.	REMOVAL OR RESIGNATION OF DIRECTORS
50.	REMUNERATION OF DIRECTORS
51.	POWERS OF DIRECTORS
52.	NEGOTIABLE INSTRUMENTS
53.	SEAL
54.	$DIVIDENDS$
55.	OTHER PROVISIONS ABOUT DIVIDENDS
56.	CAPITALISATION OF PROFITS
57.	DIRECTORS' MEETINGS

58.	QUORUM AT DIRECTORS MEETING
59.	USE OF TECHNOLOGY
60.	CHAIRING DIRECTORS' MEETINGS
61.	CIRCULATING DIRECTORS' RESOLUTIONS
62.	MATERIAL PERSONAL INTEREST IN THE AFFAIRS OF THE COMPANY
63.	DIRECTOR INTERESTED IN CONTRACT WITH THE COMPANY
64.	DELEGATION TO COMMITTEES
65.	ALTERNATE DIRECTORS
66.	MANAGING DIRECTOR
67.	ASSOCIATE DIRECTORS
68.	SECRETARY
69.	INSPECTION OF RECORDS
70.	SERVING OF NOTICES
71.	INDEMNITY ………………………………………………………………………………………………
72.	WINDING UP
73.	SUBSCRIBERS

CONSTITUTION OF SUPERIOR RESOURCES LIMITED

A COMPANY LIMITED BY SHARES

$1.$ Name of the Company

The name of the Company is Superior Resources Limited. $1₁$

$2.$ Liability of Members

$2.1$ The liability of the members is limited.

3. Interpretation

3.1 In this Constitution:

"Act" means the Corporations Act 2001; $(a)$
"Account" means the accounts of the company which record the sum of all loans to a Borrower $(b)$ and Payments made to or on behalf of a Borrower during any Accounting Period less any repayments by the Borrower to the company during that Accounting Period;
"Accounting Period" means each period of 12 months commencing on 1 July and ending on $(c)$ 30 June in next year and any period of less than 12 months occurring in the year of incorporation of the company or winding up of the company or such other substituted accounting period of the company as approved by the Commissioner of Taxation;
"Associate" has the meaning given to the term in section 318 of the Income Tax Assessment $(d)$ Act 1936:
"Borrower" means any person who receives a loan or Payment from the company as a $(e)$ consequence of being a member of the company or an associate of such a member or who received the loan or the Payment because they had been such a member or associate of the member at any time:
"Company" means the Company whose members have adopted this Constitution; $(f)$
"Constituent Loan" means the amount determined in accordance with Rule 28.1; $(g)$
"Constitution" means those rules for the operation of the Company set forth in this $(h)$ Constitution agreement and as amended, modified or supplemented from time to time;
"Current Accounting Period" in respect of each Constituent Loan means the 12 month period $(i)$ ending on 30 June at which the Constituent Loan was determined;
"Directors" means the director or directors of the Company duly appointed from time to time; $(i)$
"Following Accounting Periods" means in respect of each Constituent Loan all Accounting $(k)$ Periods during the Term other than the Current Accounting Period;
"Interest Rate" for a particular Accounting Period is the "Indicator Lending Rates Bank $(1)$ variable housing loans interest rate" last published by the Reserve Bank of Australia before the start of the particular Accounting Period;
"Loan" has the same meaning as defined in section 109D(3) of the Income Tax Assessment Act $(m)$ 1936:
$(n)$ "Payment" has the same meaning as defined in section 109C(3) of the Income Tax Assessment Act 1936:
"Prescribed Rate" means the rate of interest charged by the company's principal bankers on $(0)$ the relevant date (for the purposes of Rule 17.1, Rule 16.8 and Rule 16.9 as the case may be), on its overdrawn account or, if the company's account with its principal bankers is not overdrawn on that date, the rate of interest certified by the company's principal bankers as the rate which they would charge the company if its account were overdrawn on that date;
"Remaining Term" in respect of each Constituent Loan is calculated from the end of the $(p)$ company's year of income before the year of income for which the minimum yearly repayment is being worked out;
"Rules" means the provisions of this Constitution as amended, modified or supplemented. $(q)$
"Seal" means the common seal of the Company and includes any official seal of the Company; $(r)$
"Secretary" means any person appointed to perform the duties of a secretary of the Company; $(s)$
"Secured Constituent Loan" means a Constituent Loan that satisfies the following $(t)$ conditions:
100% of the value of the Constituent Loan is secured by mortgage over real property $\mathbf{i}$

that has been registered in accordance with a law of a State or Territory of Australia; and

ii) when the Constituent Loan is first made, the market value of that real property (less the amounts of any other liabilities secured over that property in priority to the Constituent Loan) is at least 110% of the amount of the Constituent Loan;
"Set-Off" means: $(u)$
Where a Borrower is a member a dividend payable by the company to that Borrower i) or PAYG earnings payable by the company to that Borrower or where that Borrower has transferred property to the company an amount equaling the difference between the amount that a party at arm's length from that Borrower would have paid for the transfer of the property to the party and the amount that the company has already paid the Borrower (by way of set-off or otherwise) for the transfer.
Where a Borrower is an associate of a member a dividend payable by the company to $\overline{ii}$ the member to whom the associate is associated or PAYG earnings payable by the company to that Borrower or where that Borrower has transferred property to the company an amount equaling the difference between the amount that a party at arm's length from that Borrower would have paid for the transfer of the property to the party and the amount that the company has already paid the Borrower (by way of set-off or otherwise) for the transfer.
"Term" means: $(v)$
for each Constituent Loan that is not a Secured Constituent Loan, is seven (7) year for i) each Secured Constituent Loan is twenty-five (25) years from the end of the Current Accounting Period's from the end of the Current Accounting Period;
for each Secured Constituent Loan is twenty-five (25) years from the end of the $\overline{11}$ Current Accounting Period;
Part 1.2 of the Act applies in relation to this Constitution as if it were an instrument $3.2$ made under that Act as in force on the day when this Constitution becomes binding on the Company.
Except so far as a contrary intention appears, in a provision of this Constitution that $3.3$ deals with a matter dealt with in a particular provision of the Act, the provision of this Constitution has the same meaning as in that provision of the Act.
In this Constitution, unless there be something in the subject or context inconsistent 3.4 herewith:
(a) Paragraph headings are for convenience only and shall not affect the interpretation of the provisions of this Constitution.
(b) Words importing only the singular include the plural and vice versa.
(c) Words importing any gender include the other gender.
(d) Words importing only natural persons include corporations, partnerships, joint ventures, associations or other body corporate and any governmental or semigovernmental agency and vice versa.
(e) A reference to any statute or regulation includes all statutes and regulations amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
(f) A reference to a document includes an amendment or supplement to, or replacement or novation of that document.
$(g)$ A reference to a party to a document includes that party's successors and permitted assigns.
(h) A reference to a "Rule" means a clause number or sub-clause of this Constitution.
3.5 Amended 16.3.2007 See Attached.

Registered Office $\mathbf{4}$ .

$4.1$ The registered office of the Company will be situated at any place in Australia as the directors may from time to time determine.
$4.2$ The registered office of a public company must be open to the public:
(a) each business day from at least 10 am to 12 noon and from at least 2 pm to 4 pm;

$\overline{\text{or}}$

(b) at least 3 hours chosen by the company between 9 am and 5 pm each business dav.

The company must display its name and the words "Registered Office" prominently at 4.3 its registered office. The company must also display its name prominently at every place at which the company carries on business and that is open to the public.

Effect of Constitution 5.

$5.1$ This Constitution has effect as a contract:
between the Company and each member; and $(a)$
between the Company and each director and Company secretary; and $(b)$
between a member and each other member; $(c)$

under which each person agrees to observe and perform the terms of the Constitution so far as they apply to that person.

Unless a member of the Company agrees in writing to be bound, they are not bound by 5.2 a modification of the Constitution made after the date on which they become a member so far as the said modification:
requires the member to take up additional shares; or $(a)$
increases the member's liability to contribute to the share capital of, or $(b)$ otherwise pay money to, the Company; or
imposes or increases restrictions on the right to transfer the shares already held $(c)$ by the member, unless the modification is made to insert takeover approval provisions of a kind referred to in section 671 of the Act.

Rights and Powers of the Company 6.

Subject to the provisions of the Act, the Company has the legal capacity and powers of 6.1 an individual both in and outside this jurisdiction. The Company also has all the powers of a body corporate including, without limiting the generality of the foregoing, the power to:
issue and cancel shares in the Company; $(a)$
issue debentures; $(b)$
grant options over unissued shares in the Company; $(c)$
distribute any of the Company's property among the members, in kind or $(d)$ otherwise:
give security by charging uncalled capital; $(e)$
grant a fixed and/or floating charge over the Company's property; $(f)$
arrange for the Company to be registered or recognised as a body corporate in $(g)$ any place outside this jurisdiction; and
do anything that it is authorised to do by any other law (including a law of a $(h)$ foreign country).

Brokerage or Commission Payments $7.$

The Company may exercise the power to make payments by way of brokerage or $7.1$ commission conferred by the Act in the manner provided by the Act.
Payments by way of brokerage or commission may be satisfied by the payment of cash. $7.2$ by the allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares.

8. Issuing Shares

Without prejudice to any special rights previously conferred on the holders of any 8.1 existing shares or class of shares but subject to the Act, shares in the Company may be issued by the directors and this power to issue shares includes the power to issue:
bonus shares (shares for whose issue no consideration is payable to the issuing $(a)$ Company); and
preference shares (including redeemable preference shares issued on terms that $(b)$ they are, or at the option of the Company are liable, to be redecmed); and
partly-paid shares (whether or not on the same terms for the amount of calls to $(c)$ be paid or the time for paying calls); and
shares with such deferred or other special rights or such restrictions, whether $(d)$ with regard to dividend, voting, return of capital or otherwise as the directors, subject to any resolution, determine.

Classes of Shares 9.

The shares in the company are to be classified into the classes below: $9.1$
"A" Class Shares "B" Class Shares "C" Class Shares "D" Class Shares "E" Class Shares "F" Class Shares "G" Class Shares "II" Class Shares Ordinary Shares

Share Certificates $10.$

A person whose name is entered as a member in the register of members may receive a $10.1$ certificate in respect of the share if the directors of the Company approve the issuing of the said certificate but, in respect of a share or shares held jointly by several persons, the Company is not bound to issue more than one certificate.
Delivery of a certificate for a share to one of several joint holders is sufficient delivery to 10.2 all such holders.
If a certificate specifying shares held by a member of the Company is issued by the $10.3$ Company (there being no obligation to do so), the certificate must state:
the name of the Company and its jurisdiction of registration; and $(a)$
$(b)$ the class of the shares; and
the extent to which the shares are paid up. $(c)$

Variation of Rights 11.

If at any time the share capital is divided into different classes of shares, the rights $11.1$ attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-quarters of the issued shares of that class, or by special resolution passed at a separate meeting of the holders of the shares of that class.
The provisions of this Constitution relating to meetings apply mutatis mutandis to every 11.2 such separate meeting except that any holder of shares of the class may demand a poll.
The rights conferred upon the holders of the shares of any class issued with preferred or $11.3$ other rights shall, unless otherwise expressly provided by the terms of issue of the

shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally with the first-mentioned shares.

$12.$ Conversion of Shares

$12.1$ The Company may:
convert an ordinary share into a preference share; and $(a)$
convert a preference share into an ordinary share. (b)
The Company may convert ordinary shares into preference shares only if the holder's $12.2$ rights with respect to the following matters are set and approved by special resolution of the Company:
repayment of capital; and $(a)$
participation in surplus assets and profits; and $(b)$
cumulative and non-cumulative dividends; and $(c)$
voting; and $(d)$
priority of payment of capital and dividends in relation to other shares or classes $(e)$ or preference shares.
A share that is not a redeemable preference share when issued cannot afterwards be $12.3$ converted into a redeemable preference share.

Equitable and Other Interests in Shares $13.$

Except as required by law, the Company shall not recognise a person as holding a share $13.1$ upon any trust.
The Company is not bound by or compelled in any way to recognise (whether or not it 13.2 has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or any other right in respect of a share except in absolute right of ownership in the registered holder and except as otherwise provided by this Constitution or by law.

Company's Lien on Shares 14.

The Company has a first and paramount lien on every share not being a fully paid share $14.1$ for all money called (whether presently payable or not) or payable at a fixed time in respect of that share.
The Company also has a first and paramount lien on every share not being a fully paid 14.2 share registered in the name of a sole holder for all money presently payable by him or his estate to the Company.
The directors may at any time exempt a share wholly or in part from the provisions of 14.3 this section.
The Company's lien (if any) on a share extends to all dividends payable in respect of 14.4 the share.

$15.$ Sale of Shares with a Lien

Subject to Rule 15.2, the Company may sell in such manner as the directors think fit, $15.1$ any shares over which the Company has a lien.
A share on which the Company has a lien shall not be sold unless: 15.2
a sum in respect of which the lien exists is presently payable; and $(a)$
the Company has, not less than 14 days before the date of the sale, given to the $(b)$ registered holder for the time being of the share or the person entitled to the share, a notice in writing setting out and demanding payment of such part of the amount in respect of which the lien exists and that is presently payable.
For the purpose of giving effect to such sale, the directors may authorise a person to $15.3$

transfer the shares sold to the purchaser of the shares.

The Company shall register the purchaser as the holder of the shares comprised in any 15.4 such transfer and the purchaser 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 $15.5$ connection with the sale.
$15.6$ The proceeds of such sale shall be applied by the Company in payment of such part of the amount in respect of which the lien exists and that is presently payable, and the residue (if any) shall be paid to the person entitled to the shares at the date of the sale, subject to any like lien for sums not presently payable that existed upon the shares before the sale.

$16.$ Calls on Partly-Paid Shares

$16.1$ The directors may make calls upon the members in respect of any money unpaid on the shares held by the members in accordance with the terms on which the shares are on issue, except that no call shall be payable earlier than one month from the date fixed for the payment of the last preceding call. The directors may require that the call be paid in instalments.
Each member shall, upon receiving at least 14 days notice specifying the time and place 16.2 of payment, pay to the Company at the time and place so specified the amount called on his or her shares.
The directors may revoke or postpone a call. $16.3$
A call shall be deemed to have been made at the time when the resolution of the $16.4$ directors authorising the call was passed.
The joint holders of a share are jointly and severally liable to pay all calls in respect of $16.5$ the share.
Any sum that, by the terms of issue of a share, becomes payable on allotment or at a 16.6 fixed date shall for the purposes of this Constitution be deemed to be a call duly made and payable on the date on which by the terms of the issue the sum becomes payable. In the 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.
The directors may, on the issue of shares, differentiate between the holders as to the $16.7$ amount of calls to be paid and the times of payment.
The directors may accept from a member the whole or a part of the amount unpaid on a $16.8$ share although no part of that amount has been called up, and the directors may authorise the payment by the Company of interest upon the whole or any part of an amount so accepted until the amount becomes payable at such rate, not exceeding the prescribed rate, as is agreed between the directors and the member paying the sum.
For the purposes of Rule 16.8, the prescribed rate of interest is: 16.9
if the Company has fixed a rate by resolution the rate so fixed; or $(a)$
in any other case 8% per annum. $(b)$

17. Failure to Pay Call

If the sum called in respect of a share is not paid before or on the day appointed for $17.1$ payment of the sum, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment to the time of actual payment at such rate not exceeding 8% per annum as the directors determine, but the directors may waive payment of that interest wholly or in part.
If a member fails to pay a call or instalment of a call on the day appointed for payment 17.2

of the call or instalment, the directors may at anytime thereafter when any part of the call or instalment remains unpaid, serve a notice on the member requiring payment of so much of the call that is unpaid together with any interest that has accrued.

The said notice shall name a further day, not earlier than the expiration of 14 days from $17.3$ the date of service of the notice, on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment on or before the time appointed, the shares in respect of which the call was made are liable to be forfeited.

18. Forfeiture of Share

If the requirements of a notice served under Rule 17.2 is not complied with, any share 18.1 in respect of which the notice has been given may at any time thereafter be forfeited by a resolution of the directors to that effect.
Such a forfeiture shall include all dividends declared in respect of the forfeited shares 18.2 and not actually paid before the forfeiture.
A forfeited share may be sold or otherwise disposed of on such terms and in such 18.3 manner as the directors think fit and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.
A person whose shares have been forfeited ceases to be a member in respect of the 18.4 forfeited shares, but remains liable to pay to the Company all money that was payable by the member to the Company in respect of the shares at the date of the forfeiture. This liability includes a liability to pay interest at a rate of 8% per annum (unless the Company, prior to the allotment of the forfeited shares, has by resolution determined that another prescribed rate of interest shall apply, in which case the prescribed rate so fixed shall apply) from the date of forfeiture on the unpaid money if the directors think fit to enforce payment of the interest. The member's liability ceases if and when the Company receives payment in full of all moneys (including interest) so payable in respect of the shares.
A statement in writing declaring that the person making the statement is a director or 18.5 secretary of the Company and that a specific share in the Company has been duly forfeited on a date stated, is prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the specific share.
The Company may receive the consideration (if any) given for a forfeited share on any 18.6 sale or disposition of the share and may execute a transfer of the share in favour of the person to whom the share is sold or disposed. Upon the execution of the transfer, the transferee shall 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 is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share.

19. Transfer of Shares

Subject to this Constitution, a member may transfer all or any of his or her shares by 19.1 instrument in writing in any usual or common form or in any other form that the directors approve.
An instrument of transfer referred to in Rule 19.1 shall be executed by or on behalf of 19.2 both the transferor and the transferee.
The sale, transfer or other disposal of any interest in any shares to any person(s) not 19.3 already a member of the Company shall not be effective unless and until the person(s) acquiring the interest in the said shares enters into an agreement by which he, she or they agree to be bound by the terms of this Constitution as if the person(s) were an original party to the Constitution.

$20.$ Registration of Transfers

A person transferring shares remains the holder of the shares until the transfer is $20.1$ registered and the name of the person to whom they are being transferred is entered in the register of members with respect to the shares.
The directors are not required to register a transfer of shares in the Company unless: 20.2
the transfer and any share certificate have been lodged at the Company's $(a)$ registered office; and
any fee payable on registration of the transfer has been paid; and $(b)$
the directors have been given any further information they reasonably require to $(c)$ establish the right of the person transferring the shares to make the transfer.
The directors may refuse to register a transfer of shares in the Company: 20.3
if the shares are not fully-paid; or $(a)$
if the Company has a lien on the shares; or $(b)$
for any other reason. $(c)$
The directors may suspend registration of transfers of shares in the Company at the 20.4 times and for the periods they determine. The period of suspension must not exceed 30 days in any 1 calendar year.

Financial Assistance $21.$

The Company may financially assist a person to acquire shares in the Company or a 21.1 holding Company of the Company only if:
giving the assistance does not materially prejudice: $(a)$
- the interests of the Company or its members; or $(i)$
- the Company's ability to pay its creditors; or $(ii)$
the assistance is approved by the members under Rule 21.4; or $(b)$
the assistance is exempted under section 260B of the Act. $(c)$
Without limiting Rule 21.1, financial assistance may: 21.2
be given before or after the acquisition of shares; and $(a)$
take the form of paying a dividend. $(b)$
Rule 21.1 extends to the acquisition of shares by: 21.3
issue; or $(a)$
$(b)$ transfer: or
any other means. $(c)$
Member approval for financial assistance by the Company must be given by: 21.4
a special resolution passed at a general meeting of the Company, with no votes $(a)$ being cast in favour of the resolution by the person acquiring the shares or by their associates: or
a resolution agreed to, at a general meeting, by all ordinary members. $(b)$
If the Company calls a meeting for the purpose of Rule 21.4 it must include with the 21.5 notice of the meeting a statement setting out all the information known to the Company that is material to the decision on how to vote on the resolution. However, the Company does not have to disclose information if it would be unreasonable to require the Company to do so because the Company had previously disclosed the information to its members.
Before the notice of meeting for the purpose of Rule 21.4 is sent to members of the 21.6 Company, the Company must lodge with the Australian Securities and Investments Commission a copy of:
the notice of the meeting; and $(a)$
any document relating to the financial assistance that will accompany the notice $(b)$

of the meeting sent to the members.

21.7 The Company must lodge with the Australian Securities and Investments Commission, at least 14 days before giving the financial assistance, a notice in the prescribed form stating that the assistance has been approved under this section.
A special resolution passed for the purpose of Rule 21.4 must be lodged with the 21.8 Australian Securities and Investments Commission by the Company within 14 days after it is passed.

$22.$ Transmission of Shares on Death

$22.1$ If a member dies who does not own shares jointly, the Company will recognise only the personal representative of the deceased member as being entitled to the deceased member's interest in the shares.
If the personal representative gives the directors the information they reasonably $22.2$ require to establish the representative's entitlement to be registered as holder of the shares:
$(a)$ the personal representative may:
- (i) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or
- (ii) by giving a completed transfer form to the Company, transfer the shares to another person; and
the personal representative is entitled, whether or not registered as the holder of (b) the shares, to the same rights as the deceased member.
$22.3$ On receiving an election under Rule $22.2(a)(i)$ , the Company must register the person as the holder of the shares.
A transfer under Rule $22.2(a)(ii)$ is subject to the same rules (for example, about 22.4 entitlement to transfer and registration of transfers) as apply to transfers generally.
22.5 If a member dies who owns shares jointly, the Company will recognise only the survivor as being entitled to the deceased member's interest in the shares. The estate of the deceased member is not released from any liability in respect of the shares.

23. Transmission of Shares on Bankruptcy

If a person entitled to shares because of the bankruptcy of a member gives the directors 23.1 the information they reasonably require to establish the person's entitlement to be registered as holder of the shares, the person may:
by giving a written and signed notice to the Company, elect to be registered as $(a)$ the holder of the shares; or
by giving a completed transfer form to the Company, transfer the shares to $(b)$ another person.
23.2 On receiving an election under Rule 23.1(a), the Company must register the person as the holder of the shares.
A transfer under Rule 23.1(b) is subject to the same rules (for example, about 23.3 entitlement to transfer and registration of transfers) as apply to transfers generally.
23.4 This section has effect subject to the Bankruptcy Act 1966.

24. Transmission of Shares on Mental Incapacity

If a person entitled to shares because of the mental incapacity of a member gives the 24.1 directors the information they reasonably require to establish the person's entitlement to be registered as the holder of the shares:
the person may: $(a)$
- (i) by giving a written and signed notice to the Company, elect to be registered as

the holder of the shares; or

(ii) by giving a completed transfer form to the Company, transfer the shares to another person; and
the person is entitled, whether or not registered as the holder of the shares, to $(b)$ the same rights as the member.
On receiving an election under Rule $24.1(a)(i)$ , the Company must register the person 24.2 as the holder of the shares.
A transfer under Rule 24.1(a)(ii) is subject to the same rules (for example, about 24.3 entitlement to transfer and registration of transfers) as apply to transfers generally.

25. Alteration of Capital

The Company may convert all or any of its shares into a larger or smaller number of 25.1 shares by resolution passed at a meeting of its members.
The conversion takes effect on the day after the resolution is passed or a later day 25.2 specified in the resolution.
Any amount unpaid on shares being converted is to be divided equally among the $25.3$ replacement shares.
The Company must lodge a copy of the resolution with the Australian Securities and 25.4 Investments Commission within 1 month after it is passed.

Reduction of Share Capital 26.

The company may reduce its share capital in a way that is not otherwise authorised by 26.1 the Act if the reduction:
is fair and reasonable to the Company's members as a whole; and $(a)$
does not materially prejudice the Company's ability to pay its creditors; and $(b)$
approved by the members in accordance with the provisions of Rules 26.5 and $(c)$ 26.6.
The Company may, by resolution passed at a general meeting, cancel shares that have 26.2 been forfeited under the terms on which the shares are on issue. Rule 26.1(b) does not apply to a reduction of share capital of this kind.
The Company may by a special resolution cancel shares that, at the date of the passing $26.3$ of the resolution, have not been taken up or agreed to be taken up by any person. Rule 26.1(b) does not apply to a reduction of share capital of this kind.
The Company may reduce its share capital by cancelling any paid-up share capital that 26.4 is lost or is not represented by available assets. This power does not apply if the company also cancels shares.
If the reduction in share capital is an equal reduction because: 26.5
it relates only to ordinary shares; and $(a)$
it applies to each holder of ordinary shares in proportion to the number of $(b)$ ordinary shares they hold; and
the terms of the reduction are the same for each holder of ordinary shares, $(c)$ then the reduction must be approved by a resolution passed at a meeting of the Company's members.
26.6 If the reduction in share capital is a selective reduction because it does not comply with the provisions of Rule 26.5, then the reduction must be approved by either:
a special resolution passed at a meeting of the company's members, with no $(a)$ votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or
a resolution agreed to, at a meeting of the company's members, by all ordinary · $(b)$

members.

26.7 For the purpose of applying Rule 26.5, ignore differences in the terms of the reduction that are:
attributable to the fact that shares have different accrued dividend entitlements: $(a)$ $\alpha$ r
attributable to the fact that shares have different amounts unpaid on them: or $(b)$
introduced solely to ensure that each member is left with a whole number of $(c)$ shares.

Share Buy-backs 27.

$27.1$ The Company may buy back its own shares if:
the buy-back does not materially prejudice the Company's ability to pay its $(a)$ creditors: and
$(b)$ the Company follows the procedures laid down in Part 2H.6 of the Act.

28. Loans to Members or Associates of Members

28.1 Where a loan or Payment is made to a Borrower then at 30 June of each year the company will determine the amount standing to the debit of the Account in respect of each respective Borrower and the amount standing to the debit of the Account in respect of each Borrower as at 30 June of each Accounting Period shall be known as a Constituent Loan.
28.2 The Borrower must pay interest to the company on each Constituent Loan in each Following Accounting Period until the expiration of the Term at the Interest Rate.
The Borrower must, for each Constituent Loan, make minimum yearly repayments to 28.3 the company before the end of each Following Accounting Period until the expiration of the Term of an amount not less than the amount calculated in accordance with the following formula:

Amount of Constituent Loan not repaid by

28.4 All moneys payable by the Borrower must be paid in cleared funds or by Set-Off or counterclaim free of all deductions to the company.
Amounts will be credited to the Borrower only when actually received by the $(a)$ company (or otherwise credited by way of Set-Off).
An amount, other than a Set-Off, will not be taken as a payment from the $(b)$ Borrower to the company, if the Borrower intended to obtain another loan from the company of an amount similar to or larger than the payment.
28.5 Time shall be of the essence for the Borrower's obligations under this Constitution;
$(a)$ If the provisions of Division 7A of Part III of the Income Tax Assessment Act 1936 are amended or re-enacted so as to impose further conditions that must be satisfied to avoid the company being deemed to have paid a dividend in respect of any Payment or loan to a Borrower, to the extent that the conditions relate to the relationship between the company and the Borrower, this Constitution is to apply as if those conditions had been expressly included from the date that the amendment or re-enactment commences to apply.

29. Meetings of Members

29.1 A director may call a meeting of the Company's members whenever he or she thinks fit provided that the meeting is held at a reasonable time and place and is held for a proper purpose.
29.2 The Company may hold a meeting of its members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

30. Calling of Meetings When Requested by Members

30.1 The directors of the Company must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting.
$30.2$ The request must:
be in writing; and $(a)$
state any resolutions to be proposed at the meeting; and $(b)$
be signed by the members making the request; and $(c)$
be given to the Company. $(d)$
Separate copies of the document setting out the request may be used for signing by 30.3 members if the wording of the request is identical in each copy.
The percentage of votes that members have is to be worked out as at the midnight 30.4 before the request is given to the Company.
The directors must call the meeting within 21 days after the request is given to the $30.5$ Company. The meeting is to be held not later than 2 months after the request is given to the Company.
30.6 Members with more than 50% of the votes of all of the members who make a request under this section may call and arrange to hold a general meeting if the directors do not do so within 21 days after the request is given to the Company.
The meeting must be called in the same way (so far as possible) in which general 30.7 meetings of the Company may be called. The meeting must be held not later than 3 months after the request is given to the Company.
30.8 To call the meeting the members requesting the meeting may ask the Company for a copy of the register of members and the Company must give the members the copy of the register without charge.
The Company must pay the reasonable expenses the members incurred because the 30.9 directors failed to call and arrange to hold the meeting.
The Company may recover the amount of the expenses from the directors. However, a 30.10 director is not liable for the amount if they prove they took all reasonable steps to cause the directors to comply with Rule 30.1. The directors who are liable are jointly and individually liable for the amount. If a director who is liable does not reimburse the Company, the Company must deduct the amount from any sum payable as fees to or the remuneration of the director.

$31.$ Calling of General Meetings by Members

31.1 Members with at least 5% of the votes that may be cast at a general meeting of the Company may call and arrange to hold a general meeting. The members calling the meeting must pay the expenses of calling and holding the meeting.
The meeting must be called in the same way (as far as is possible) in which general 31.2 meetings of the Company may be called.
31.3 The percentage of votes that members have is to be worked out as at the midnight before the meeting is called.

32. Notice of Meetings

$32.1$ At least 21 days notice must be given of a meeting of the Company's members.
$32.2$ Written notice of a meeting of the Company's members must be given individually to each member entitled to vote at the meeting and to each director and to the auditor for the time being of the Company. If a share is held jointly, notice need only be given to one of the members.
$32.3$ No other person is entitled to receive notices of a meeting of the Company's members.
32.4 Notice to joint members must be given to the joint member named first in the register of members.
$32.5$ When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.
32.6 A notice of a meeting of the Company's members shall specify:
the place, date and time for the meeting and, if the meeting is to be held in 2 or $(a)$ more places, the technology that will be used to facilitate this; and
the general nature of the business of the meeting; and $(b)$
if a special or extraordinary resolution is to be proposed at the meeting -set out $(c)$ an intention to propose the special or extraordinary resolution and state the resolution: and
$(d)$ contain a statement setting out the following information:
that the member has a right to appoint a proxy; and $(e)$
- that the proxy does not need to be a member of the Company; and $(i)$
- $(ii)$ that if the member appoints 2 proxies, the member may specify the proportion or number of votes the proxy is appointed to exercise.
It is not necessary for a notice of an annual general meeting to state that the business to $32.7$ be transacted at the meeting includes the declaring of a dividend, the consideration of accounts and the reports of the directors and auditors, the election of directors in place of those retiring, or the appointment of and fixing the remuneration of auditors.

33. Members' Right to Put Resolutions at Meetings

33.1 Members with at least 5% of the votes that may be cast on a resolution may give the Company notice of a resolution that they propose to move at a general meeting.
33.2 The notice must:
$(a)$ be in writing; and
$(b)$ set out the wording of the proposed resolution; and
$(c)$ be signed by the members proposing to move the resolution.
33.3 Separate copies of a document setting out the notice may be used for signing by members if the wording of the notice is identical in each copy.
33.4 The percentage of votes that members have is to be worked out as at the midnight before the members give the notice.

34. Ouorum

$34.1$ No business shall be transacted at any meeting of the Company's members unless a quorum of members is present within 30 minutes after the time for the meeting set out in the notice of meeting.
$34.2$ The quorum for a meeting of the Company's members is 2 members or in the case of a Company with a single member, that member and the quorum must be present at all times during the meeting.
34.3 In determining whether a quorum is present, count individuals attending as proxies or body corporate representatives. However, if a member has appointed more than 1 proxy or representative, count only 1 of them. If an individual is attending both as

member and as a proxy or body corporate representative, count them only once.

A meeting of the Company's members that is convened upon the requisition of 34.4 members that does not have a quorum present within 30 minutes after the time for the meeting set out in the notice of meeting shall be dissolved.
In any other case, a meeting of the Company's members that does not have a quorum 34.5 present within 30 minutes after the time for the meeting set out in the notice of meeting is adjourned to the date, time and place the directors specify. If the directors do not specify 1 or more of these things, the meeting is adjourned to
if the date is not specified the same day in the next week; and $(a)$
if the time is not specified the same time; and $(b)$
if the place is not specified the same place. $(c)$
If no quorum is present at the resumed meeting within 30 minutes after the time for the 34.6 meeting, the meeting is dissolved.

Chairing Meetings of Members $35.$

The directors may elect an individual to chair meetings of the Company's members. 35.1
The members of a meeting of the Company's members must elect a member present to 35.2 chair the meeting (or part of it) if:
a chair has not previously been elected by the directors to chair the meeting; or $(a)$
a previously elected chair is not available or declines to act for the meeting (or $(b)$ part of the meeting).
The chair must adjourn a meeting of the Company's members if the members present 35.3 with a majority of votes at the meeting agree or direct that the chair must do so, but only unfinished business shall be transacted at a meeting resumed after an adjournment.
At the annual general meeting, the chairman must provide the members as a whole with 35.4 a reasonable opportunity to ask questions about or comment on the management of the Company and the audit report put before the meeting by the auditor.

How Many Votes a Member Has 36.

Subject to any rights or restrictions attached to any class of shares, at a meeting of $36.1$ members of the Company the holder or holders of the said Ordinary Shares and "A" and "B" Class Shares shall be entitled to:
(a) on a show of hands, I vote each; and
(b) on a poll, 1 vote for each share they hold.
Subject to any rights or restrictions attached to any class of shares, at a meeting of $36.2$ members of the Company the holder or holders of the said "C", "D", "E", "F", "G" and "H" Class Shares shall not be entitled to any voting rights either on a show of hands or on a poll.
$36.3$ If a share is jointly held and more than 1 member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.
A member is not entitled to vote at a meeting of the Company's members unless all 36.4 calls and other sums presently payable by the member in respect of shares in the Company have been paid.

37. How Voting is Carried Out

A resolution put to the vote of a meeting of the Company's members must be decided $37.1$ on a show of hands unless a poll is demanded before a vote is taken, or before the declaration of the result of the show of hands or immediately after the voting results of a show of hands are declared. The demand for a poll may be withdrawn.
Before a vote is taken the chair must inform the meeting whether any proxy votes have 37.2

been received and how the proxy votes are to be cast.

On a show of hands, a declaration by the chair is conclusive evidence of the result, $37.3$ provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chair nor the minutes need state the number or proportion of the votes recorded in favour or against.
The chair has a casting vote if necessary in addition to any vote they have in their 37.4 capacity as member.
If a share is held jointly and more than 1 member votes in respect of that share, only the $37.5$ vote of the member whose name appears first in the register of members counts.
If a member is of unsound mind or is a person whose person or estate is liable to be 37.6 dealt with in anyway under the Act relating to mental health, his or her committee or trustee or such other person as properly has the management of his or her estate may exercise any rights of the member in relation to a general meeting as if the committee, trustee or other person were the member.

When and How Polls Must be Taken 38

38.1 At a meeting of the Company's members, a poll may be demanded by:
at least 2 members entitled to vote on the resolution; or $(a)$
members with at least 5% of the vote that may be cast on the resolution on a $(b)$ poll; or
the chair. $(c)$
38.2 A poll may be demanded on any resolution.
A poll demanded on a matter other than the election of a chair or the question of an 38.3 adjournment must be taken when and in the manner the chair directs.
A poll on the election of a chair or on the question of an adjournment must be taken 38.4 immediately.

39. Circulating Members' Resolutions

The Company may pass an ordinary or special resolution without a meeting of its 39.1 members being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. If a share is held jointly, each of the joint members must sign.
Separate copies of a document may be used for signing by members if the wording of 39.2 the resolution and statement is identical in each copy.
The resolution is passed when the last member signs. 39.3

Appointment of Body Corporate Representative 40.

A body corporate may appoint an individual as a representative to exercise all of any of 40.1 the powers the body corporate may exercise:
at meetings of the Company's members; or $(a)$
$(b)$ at meetings of creditors or debenture holders; or
relating to resolutions to be passed without meetings. The appointment may be $(c)$ a standing one.
The appointment may set out restrictions on the representative's powers. If the 40.2 appointment is to be by reference to a position held, the appointment must identify the position.
A body corporate may appoint more than 1 representative but only 1 representative may $40.3$ exercise the body's powers at any one time.
$40.4$ Unless otherwise specified in the appointment, the representative may exercise, on the body corporate's behalf, all of the powers that the body could exercise at a meeting or in

voting on a resolution.

41. Appointment of Proxies

A member of a Company who is entitled to attend and cast a vote at a meeting of the $41.1$ company's members may appoint a person as the member's proxy to attend and vote for the member at the meeting, subject to any rights or restrictions for the time being attached to any class or classes of shares. This appointment may be a standing one.
If the member is entitled to cast 2 or more votes at the meeting, they may appoint 2 $41.2$ proxies.
The appointment may specify the proportion or number of votes that the proxy may $41.3$ exercise.
An appointment of a proxy is valid if it is in writing and signed by the member of the 41.4 Company making the appointment, or if the member is a body corporate, either under seal or under the hand of an officer or attorney duly authorised and contains the following information:
the member's name and address: $(a)$
$(b)$ the Company's name;
the proxy's name or the name of the office held by the proxy; $(c)$
the meetings at which the appointment may be used. $(d)$
41.5 Without limiting the generality of the foregoing, an instrument appointing a proxy may be in the following form or such similar form as the circumstances permit:

[Name of Company]

, being a member/members of the abovenamed $I/We.$ of Company, hereby appoint of or, in his/her absence, of as my/our proxy to vote for me/us on my/our behalf at the meeting of the Company to be held on day of and the at any adjournment of that meeting.

This form is to be used *for/against the resolution.

Signed this day of

* Strike out whichever is not desired.

To be inserted if desired.

41.6 A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.
41.7 For an appointment of a proxy for a meeting of the Company's members to be effective, the following documents must be received by the Company at least 48 hours before the meeting or, in the case of a poll, at least 24 hours before the meeting:
$(a)$ the proxy's appointment; and
if the appointment is signed by the appoint of attorney the authority under $(b)$ which the appointment was signed or a certified copy of the authority.
If a meeting of a Company's members has been adjourned, an appointment and any 41.8 authority received by the Company at least 48 hours before the resumption of the meeting are effective for the resumed part of the meeting.

$42.$ Rights of Proxies

$42.1$ A proxy appointed to attend and vote for a member has the right to:
$(a)$ speak at the meeting; and
vote (but only to the extent allowed by the appointment); and $(b)$
join in a demand for a poll. $(c)$
42.2 An appointment may specify the way the proxy is to vote on a particular resolution and if it does, the proxy is not entitled to vote in the resolution except as specified in the instrument of appointment.
$42.3$ If a member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half of the votes.
42.4 A proxy's authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.
$42.5$ If a proxy is also a member, this section does not affect the way that the person can cast any votes they hold as a member.
42.6 A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if their appointment specifies the way they are to vote on the resolution and they vote that way.

43. Validity of Proxy Vote

$43.1$ Unless the Company receives written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by a proxy will be valid if given in accordance with the terms of the instrument of proxy even if, before the proxy votes:
the appointing member dies; or $(a)$
$(b)$ the member is mentally incapacitated; or
the member revokes the proxy's appointment; or $(c)$
the member revokes the authority under which the proxy was appointed by a $(d)$ third party; or
the member transfers the share in respect of which the proxy was given. $(c)$

44. Objections to Right to Vote

44.1 A challenge to a right to vote at a meeting of a Company's members:
may only be made at the meeting or adjourned meeting at which the vote $(a)$ objected to is given; and
$(b)$ must be determined by the chair, whose decision is final.
$44.2$ A vote not disallowed pursuant to such objection is valid for all purposes.

45. Minutes

45.1 The Company must keep minute books in which it records within 1 month:
proceedings and resolutions of meetings of the Company's members; and (a)
proceedings and resolutions of director's meetings (including meetings of a $(b)$ committee of directors); and
resolutions passed by members without a meeting; and $(c)$
$(d)$ resolutions passed by directors without a meeting; and
if the Company has only 1 director the making of declarations by the director. $\left( \mathrm{e}\right)$
$45.2$ The Company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:
the chair of the meeting; or $(a)$
the chair of the next meeting. $(b)$
45.3 The Company must ensure that minutes of the passing of a resolution without a meeting

are signed by a director within a reasonable time after the resolution is passed.

45.4 If the Company has only 1 director, that director must sign the minutes of the making of a declaration by the director within a reasonable time after the declaration is made.
45.5 The Company must keep its minute books at:
its registered office; or $(a)$
its principal place of business in Australia; or $(b)$
$(c)$ another place approved by the Australian Securities and Investments Commission.
45.6 A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

Financial Records 46.

46.1 The Company must keep written financial records that:
correctly record and explain its transactions and financial position and $(a)$ performance; and
$(b)$ would enable true and fair financial statements to be prepared and audited, but nothing in this section shall require an audit to be conducted.
46.2 The financial records may be kept in any language, but an English translation of financial records not kept in English must be made available within a reasonable time to a person who is entitled to inspect the records and who asks for the English translation.
$46.3$ If financial records are kept in electronic form, they must be convertible into hard copy. Hard copy must be made available within a reasonable time to a person who is entitled to inspect the records.
46.4 The Company may decide where to keep the financial records.
If financial records about particular matters are kept outside Australia, sufficient written $46.5$ information about those matters must be kept in Australia to enable true and fair financial statements to be prepared. The Company must give the Australian Securities and Investments Commission written notice in prescribed form of the place where the information is kept.

47. Appointment of Directors

47.1 The Company may appoint a person as a director by resolution passed in general meeting.
47.2 The number of the directors shall not be less than 3 nor more than 25.
$47.3$ Written consent is required for each person who agrees to become a director of the Company.
47.4 There shall be no share qualification for a director.
47.5 The Company may from time to time increase or reduce the number of directors by resolution.

48. Directors may Appoint Other Directors

48.1 The directors of the Company may appoint a person as a director either to fill a casual vacancy or as an addition to the existing directors. A person can be also appointed as a director in order to make up a quorum for a directors' meeting if the total number of directors of the Company is not enough to make up that quorum.
48.2 If a person is appointed under this section as a director, the Company must confirm the appointment by resolution within 2 months after the appointment is made. If the appointment is not confirmed, the person ceases to be a director of the Company at the end of those 2 months.
48.3 The total number of directors appointed under this section shall not at any time exceed

the number fixed in accordance with this Constitution.

49. Removal or Resignation of Directors

A director shall hold office until he or she is removed by resolution of the Company or 49.1 until his or her office shall become vacant pursuant to this Constitution or pursuant to the Act.
The Company may, by resolution, remove a director from office before the expiration 49.2 of his or her period of office and appoint another person as director instead.
The office of director becomes vacant if the director: 49.3
becomes of unsound mind or a person whose person or estate is liable to be $(a)$ dealt with in anyway under the Act relating to mental health; or
is absent without the consent of the directors from a meeting of the directors $(b)$ held during a period of six months: or
without the consent of a meeting of the members of the Company, holds any $(c)$ other office of profit under the Company except that of managing director, principal executive officer, manager or secretary; or
is directly or indirectly interested in any contract or proposed contract with the $(d)$ Company and fails to declare the nature of his or her interest in manner required by the Act and this Constitution.
A director of the Company may resign as a director of the Company by giving written 49.4 notice of resignation to the Company at its registered office.

Remuneration of Directors 50.

The directors of the Company are to be paid the remuneration that the Company 50.1 determines by resolution and that remuneration shall be deemed to accrue from day to day.
The Company may also pay the directors' travelling and other expenses that they 50.2 properly incur:
in attending directors' meetings or any meetings of committees of directors; and $(a)$
in attending any general meetings of the Company; and $(b)$
in connection with the Company's business. $(c)$
The Company must disclose the remuneration paid to each director of the Company by 50.3 the Company or by an entity controlled by the Company if the Company is directed to disclose the information by members with at least 5% of the votes that may be cast at a general meeting of the Company. The Company must disclose all remuncration paid to the director, regardless of whether it is paid to the director in relation to their capacity as director or another capacity.
The Company must comply with the direction to disclose the remuneration paid to each 50.4 director as soon as practicable by:
preparing a statement of the remuneration of each director of the Company or $(a)$ subsidiary for the last financial year before the direction was given; and
having the statement audited; and $(b)$
sending a copy of the audited statement to each person entitled to receive notice $(c)$ of general meetings of the Company.

Powers of Directors 51.

The business of the Company is to be managed by or under the director or the directors. 51.1
The directors may exercise all the powers of the Company except any powers that the 51.2 Act or this Constitution requires the Company to exercise in a meeting of the Company's members.
The directors may pay all expenses incurred in promoting and forming the Company $51.3$ and, without limiting the generality of Rules 51.1 and 51.2, may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or all or any of its uncalled capital, to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.
51.4 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 the directors think fit.
51.5 Any such power of attorney may contain such provisions for the protection and convenience of the persons dealing with the attorney as the directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.
All acts done by any meeting of the directors or of a committee of directors or by any 51.6 person acting as a director are valid and effective, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the person to be a director or a member of a committee, or to act or to continue to act as a director, or that a person so appointed was disqualified.

52. Negotiable Instruments

52.1 Any 2 directors of the Company that has 2 or more directors, or the director of the Company that has only 1 director, may sign, draw, accept, endorse or otherwise execute a negotiable instrument.
52.2 The directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

53. Seal

53.1 The Company may have a common seal and if so, the directors shall provide for the safe custody of the seal.
The seal shall be used to execute a document only by the authority of the directors. 53.2 Every document to which the seal is affixed shall be witnessed by:
2 directors of the Company; or $(a)$
a director and a Company secretary. $(b)$
53.3 The Company may execute a document without using the seal if the document is signed $by:$
2 directors of the Company; or $(a)$
$(b)$ a director and a Company secretary of the Company.

54. Dividends

The directors may authorise the payment by the Company to the members of such 54.1 interim and final dividends as the directors see fit or as appears to the directors to be justified by the profits of the Company, subject to the terms on which shares in a proprietary Company are on issue.
54.2 The dividend may only be paid out of the profits of the Company.
54.3 Interest is not payable by the Company in respect of any dividend.
54.4 The Company will incur a debt from the day on which the dividend is authorised by the directors.
The directors may, before authorising any dividend, set aside out of the profits of the 54.5 Company such sums as they think proper for reserves to be applied at the discretion of the directors for any purpose for which the profits of the Company may properly be

applied. Pending any such application, the reserves may be used in the business of the Company at the discretion of the directors or invested in such investments as the directors think fit.

The directors may carry forward so much of the profits remaining as they consider 54.6 ought not to be distributed as dividends without transferring those profits to a reserve.
Subject to the rights of members who hold shares with special rights as to dividends (if 54.7 any), all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid.
All dividends shall be apportioned and paid proportionately to the amounts paid or 54.8 credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividends as from a particular date, that share ranks for dividend accordingly.
54.9 An amount paid or credited as paid on a share in advance of a call shall not be taken for the purposes of this Constitution to be paid or credited as paid on the share.
The directors may deduct from any dividend payable to a member all sums of money (if 54.10 any) presently payable by the member to the Company on account of calls or otherwise in relation to shares in the Company.

Other Provisions About Dividends 55.

The directors may determine that a dividend is payable and fix: 55.1
the time for payment; and $(a)$
the method of payment which may include the payment of cash, the issue of $(b)$ shares, the grant of options and the transfer of assets, including paid up shares in or debentures of any other corporation.
Where a difficulty arises in regard to the transfer of assets in relation to the payment of $552$ a dividend, the directors may settle the matter as they consider expedient and fix the value for transfer of the asset or assets or any part of that asset or assets and may determine that cash payments will be made to any members on 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 as the directors consider expedient.
Any dividend or other money payable in cash in respect of shares may be paid by 55.3 cheque sent through the post directed to:
the address of the holder of the share as shown in the register of members or, in $(a)$ the case of joint holders, to the address shown in the register of members as the address of the joint holder first named in that register; or
to such other address as the holder or joint holders in writing direct or directs. $(b)$
Any one of 2 or more joint holders may give effectual receipts for any dividends or 55.4 other money payable in respect of the shares held by them as joint holders.

56. Capitalisation of Profits

The Company may capitalise profits. The capitalisation need not be accompanied by 56.1 the issue of shares.
The directors may do all such things as are necessary to capitalise profits and in 56.2 particular to the extent necessary to adjust the rights of the members among themselves may:
issue fractional certificates or make cash payments in cases where shares or $(a)$ debentures become issuable in fractions; and
authorise any person to make, on behalf of all the members entitled to any $(b)$ 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 application of their respective proportions of the sum resolved to be capitalised.

Any agreement made under the authority referred to in Rule 56.2(b) is effective and 56.3 binding on all the members concerned.

Directors' Meetings 57.

A directors' meeting may be called by a director or the secretary on the requisition of a 57.1 director giving reasonable notice individually to every other director and this notice may be given by telephone or other electronic means of communication.
The directors may meet together for the dispatch of business and adjourn and otherwise 57.2 regulate their meetings as they think fit.
A resolution of the directors must be passed by a majority of the votes cast by directors 57.3 entitled to vote on the resolution and any such decision shall for all purposes be deemed a decision of the directors.
If the Company has only one director, that director may pass a resolution by recording 57.4 it and signing the record.
The chair has a casting vote if necessary in addition to any vote they have in their 57.5 capacity as a director.

58. Quorum at Directors Meeting

Unless the directors determine otherwise, the quorum for a directors meeting is 2, 58.1 and the quorum must be present at all times during the meeting.
In the event of a vacancy or vacancies in the office of directors, the remaining directors 58.2 may act but, if the number of remaining directors is not sufficient to constitute a quorum at a meeting of directors, the remaining directors may act only for the purpose of increasing the number of directors to a number sufficient to constitute such a quorum or of convening a meeting of the members of the Company.

59. Use of Technology

The linking together of the directors by any type or kind of technology to which all the 59.1 directors consent shall be deemed to constitute a meeting of the directors and all the provisions in this Constitution as to meetings of the directors shall apply to such meetings as long as the following conditions are met:
the use of the technology is consented to by all the directors and this consent $(a)$ may be a standing one. A director may only withdraw their consent within a reasonable period before the meeting; and
all the directors for the time being entitled to receive notice of a meeting of the $(b)$ directors (including any alternate for any director) shall be entitled to notice of a meeting to be held by the specific technology and this notice may be given by telephone or other means of communication; and
each of the directors and the secretary taking part in the meeting by any of the $(c)$ abovementioned means of communication must be able to hear each of the other participants taking part at the commencement of the hearing; and
at the commencement of the meeting each director must acknowledge his or her $(d)$ presence for the purpose of a meeting of the directors of the Company to all the other participants taking part in the meeting.
A director may not leave the meeting by disconnecting the technology in use for the 59.2 meeting unless he or she has previously obtained the express consent of the chairman of

the meeting.

59.3 A director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting held through the use of technology unless the director has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

60. Chairing Directors' Meetings

The directors may elect a director present to chair a meeting, or part of it, if: 60.1
a director has not already been elected to chair the meeting; or $(a)$
a previously elected chair is not available or declines to act for the meeting or $(b)$ part of the meeting.

Circulating Directors' Resolutions 61.

The directors of the Company may pass a resolution without a directors' meeting being 61.1 held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.
Separate copies of a document may be used for signing by directors if the wording of 61.2 the resolution and statement is identical in each copy.
The resolution is passed when the last director signs. 61.3
The reference to a signed document shall include an electronically transmitted 61.4 facsimile.

62. Material Personal Interest in the Affairs of the Company

If a director of the Company has a material personal interest in a matter that relates to 62.1 the affairs of the Company and:
the director discloses the nature and extent of the interest and its relation to the $(a)$ affairs of the Company at a meeting of the directors; or
the interest is one that does not need to be disclosed under section 191 of the $(b)$ $Act:$

then:

$(c)$ the director may vote on the matters that relate to that interest; and
any transactions that relate to the interest may proceed; and $(d)$
the director may retain benefits under the transaction even though the director $(e)$ has the interest; and
the Company cannot avoid the transaction merely because of the existence of $(f)$ the interest.

63. Director Interested in Contract with the Company

If a director of the Company has an interest in a contract or a proposed contract with the 63.1 Company (other than as a member) and the director discloses the nature and extent of the interest at a meeting of directors:
the director may vote on whether the Company enters into the contract; and $(a)$
the contract may be entered into; and $(b)$
the director may vote on matters involving the contract; and $(c)$
if the disclosure is made before the contract is entered into: $(d)$
- (i) the director may retain benefits under the contract even though the director has an interest in the contract; and
- (ii) the Company cannot avoid the contract merely because of the existence of the interest; and
the director shall not be disqualified from his or her office merely because of the $(e)$

existence of the interest.

64. Delegation to Committees

$64.1$ The directors may delegate any of their powers to a committee of directors consisting of such of their number as they think fit.
64.2 A committee must exercise the powers delegated to it in accordance with any of the directors. The effect of the committee exercising a power in this way is the same as if the directors exercised it.
64.3 The members of such a committee may elect one of their numbers as chairman of their meetings.
64.4 A committee may meet and adjourn as it thinks proper.
Questions arising at a meeting of a committee shall be determined by a majority of 64.5 votes of the members present and voting. The chair has a casting vote if necessary in addition to any vote they have in their capacity as director (if any).

65. Alternate Directors

65.1 With the other directors' approval, a director may appoint an alternate to exercise some or all of the director's powers for a specified period.
65.2 If the appointing director requests the Company to give the alternate notice of directors' meetings, the Company must do so.
When an alternate exercises the director's powers, the exercise of the power is just as 65.3 effective as if the powers were exercised by the director.
The appointing director may terminate the alternate's appointment at any time. 65.4
65.5 An appointment or its termination must be in writing. A copy must be given to the Company.
65.6 An alternate is not required to have any share qualification.

66. Managing Director

The directors of the Company may appoint 1 or more of themselves to the office of 66.1 managing director of the Company for the period and on the terms (including as to remuneration) as the directors see fit.
66.2 A person ceases to be managing director if they cease to be a director.
The directors may confer on a managing director any of the powers that the directors 66.3 can exercise. Any powers so conferred may be concurrent with or to the exclusion of the powers of the directors.
The directors may revoke or vary an appointment or any of the powers conferred on the 66.4 managing director.

Associate Directors 67.

67.1 The directors may from time to time appoint any person to be an associate director and may from time to time terminate such appointment.
67.2 The directors may from time to time determine the powers, duties and remuneration of any person so appointed.
A person so appointed is not required to hold any shares to qualify him or her for 67.3 appointment, but does not have the right to attend or vote at any meeting of directors except by the invitation and with the consent of the directors.

68. Secretary

68.1 The secretary is to be appointed by the directors.
The secretary of the Company holds office on the terms and conditions (including as to 68.2

remuneration) that the directors determine.

68.3 A director may be appointed as secretary of the Company.
An act done by the secretary is effective even if their appointment, or the continuance 68.4 of their appointment, is invalid because the Company or secretary did not comply with this Constitution or any provision of the Act.
68.5 Rule 68.4 does not deal with the question whether an effective act by a secretary:
binds the Company in its dealings with other people; or $(a)$
makes the Company liable to another person. $(b)$

69. Inspection of Records

69.1 The directors of the Company, or the Company by a resolution passed at a general meeting of its members, may authorise a member to inspect books of the Company and a member does not have the right to inspect any books of the Company, unless authorised in accordance with this section or by law.
The Company will ensure that the minute books for the meetings of its members and 69.2 for resolutions of members passed without meeting are open for inspection by members free of charge.
69.3 A director of the Company has a right of access to the financial records of the Company at all reasonable times.
69.4 A director of the Company may inspect the books of the Company (other than financial records) at all reasonable times for the purpose of a legal proceeding:
$(a)$ to which the person is a party; or
$(b)$ that the person proposes in good faith to bring; or
that the person has reason to believe will be brought against them. $(c)$
69.5 A person who ceases to be a director of the Company may inspect the books of the Company (including its financial records) at all reasonable times for the purposes of a legal proceeding:
to which the person is a party; or $(a)$
$(b)$ that the person proposes in good faith to bring; or
that the person has reason to believe will be brought against them. $(c)$
This right continues for 7 years after the person ceases to be a director of the Company.
69.6 If a person asks the Company in writing to inspect a particular book of the Company that the person has a right to inspect, the Company will make the book available within 7 days for inspection by the person at the place where it is required to be kept and at the time and under such conditions as the directors shall determine.
69.7 The Company must send a copy of its Constitution to a member of the Company if the
69.8 The Company member asks the Company, in writing, for the copy and pays any fee required by the Company may send, as determined by the directors, either a short form annual report or a long form annual report to its members.
69.9 The Company must send a copy of the following documents or resolutions to a member of the Company if the member asks the Company in writing for a copy of such document or resolution:
any minutes of a meeting of the Company's members or an extract of the $(a)$ minutes; or
$(b)$ any minutes of a resolution passed by members without a meeting; or
a notice lodged with the Australian Securities and Investments Commission $(c)$ setting out the particulars of:
- a division of shares in the Company into classes if the shares were not $(i)$ previously so divided:
- a conversion of shares in a class of shares in the Company into shares in $(ii)$

another class.

69.10 The Company must send a copy of any of the documents or resolutions specified in this section within 14 days after the Company receives the payment if the Company requires the member to pay for the copy, or if the Company does not require payment for the copy, the Company must send the copy within 14 days after the member asks for it in writing.
69.11 The amount of any payment the Company requires for a copy of any of the documents or resolutions specified in this section must not exceed any prescribed amount as set forth in the Corporations Regulations.

70. Serving of Notices

70.1 The Company may give a notice or other document to a member:
personally; or $(a)$
by sending it by post to the address for the member in the register of members $(b)$ or the alternative address (if any) nominated by the member; or
by sending it to the fax number or electronic address (if any) nominated by the $(c)$ member; or
70.2 The Company may give a notice to a person entitled to a share in consequence of the death or bankruptcy of a member:
$(a)$ personally; or
$(b)$ by sending it by post addressed to him or her by name or by the title of representative of the deceased or assignee of the bankrupt or by any like description, at the address (if any) supplied for the purpose of sending notices by that person; or
$(c)$ if such address has not been supplied - by sending it by post at the address to which the notice might have been sent if the death or bankruptcy had not occurred: or
$(d)$ by sending it to the fax number or electronic address (if any) nominated by that person.
70.3 The Company may give a notice to the joint holders of a share by giving the notice to the joint holder first named in the register of members.
The Company receives a notice, document or an appointment authority when it is 70.4 received at any of the following:
the Company's registered office; $(a)$
a fax number at the Company's registered office; $(b)$
a place, fax number or electronic address specified for the purpose in the notice $(c)$ of meeting:
$(d)$ it is delivered personally to one of the directors of the Company.
70.5 A notice or other document given by the Company to its members or a notice or other document given to the Company by its members is taken to be given on the day that the notice is sent, unless the notice is given after 5.00 pm on any business day and before 9.00 am on the next following business day and its receipt is not acknowledged by the person(s) to whom the notice is sent during that period, in which case the notice shall be deemed to have been given at 9.00 am on that next following business day.
70.6 Any notice or other document that is given by the Company to its members, or a notice or other document given by the members to the Company, through the transmission of a facsimile copy thereof via the telephone network to the number nominated (if any) for that purpose shall be deemed to have been given (unless the contrary is shown) upon the date and at the time contained in any transmission confirmation report which contains the identification code of the person to whom it was intended to be transmitted

and which indicates that the transmission was received without error.

71. Indemnity

71.1 Every officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his or her capacity as officer. auditor or agent in:
$(a)$ defending any proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is acquitted or in connection with any application in relation to any such proceeding in which relief under the Act is granted to him by the court; and
any case involving liability to a third party except where the liability arises out $(b)$ of conduct involving a lack of good faith.

72. Winding Up

$72.1$ If the Company is wound up, the liquidator may with the sanction of a special resolution, divide among the members in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between the members or different classes of members.
$72.2$ The liquidator may, with the sanction of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of contributories as the liquidator thinks fit, but so that no member is compelled to accept any shares or other securities in respect of which there is no liability.

73. Subscribers

73.1 The full names and addresses of the subscribers to this constitution and the number of shares they respectively agree to take are as follows:

Name, Address & Occupation	No. of Shares & Class
LITZOW, Lawrence James 69/6 Merthyr Road NEW FARM QLD 4005	1 Ordinary Share
HARVEY, Kenneth James 25 Farnsworth Street CHAPEL HILL QLD 4069	1 Ordinary Share
HORTON, David John 52 Gem Road KENMORE QLD 4069	1 Ordinary Share
FAWDON, Anthony John Unit 10, "Corinda Gardens" 12 Edmondson Street CORINDA QLD 4075	1 Ordinary Share
HALL, David Hugh 26 Appleyard Crescent COOPERS PLAINS QLD 4108	1 Ordinary Share

SUPERIOR RESOURCES LIMITED

AMENDMENT TO CONSTITUTION APPROVED BY SHAREHOLDERS ON 16th MARCH 2007

Rule 3.5 (to be inserted immediately after existing rule 3.4):

of any express written waiver by ASX.

3.5	If Superior Resources Limited is admitted to the Official List of ASX, the following clauses apply:
	1 ₁	Notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done.
	2.	Nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done.
	3 ₁	If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
	4.	If the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this constitution is deemed to contain that provision.
	5.	If the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this constitution is deemed not to contain that provision.
	6.	If any provision of this Constitution is or becomes inconsistent with the Listing Rules, the Constitution of Superior Resources Limited is deemed not to contain that provision to the extent of the inconsistency.
	In this Rule the following terms have the following meanings:
	(a) "ASX" means ASX Limited.
	(b) "Listing Rules" means the Listing Rules of ASX and any other rules of ASX which are applicable while Superior Resources Limited is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent

AI assistant

SUPERIOR RESOURCES LIMITED — Governance Information 2007

65848_rns_2007-11-07_6904c9f1-34af-4818-8a32-6aad41cdc008.pdf

CORPORATIONS ACT 2001 A COMPANY LIMITED BY SHARES

CONSTITUTION

SUPERIOR RESOURCES LIMITED

Certificate of Registration of a Company

SUPERIOR RESOURCES LIMITED

Australian Company Number 112 844 407

TABLE OF CONTENTS

CONSTITUTION OF SUPERIOR RESOURCES LIMITED

A COMPANY LIMITED BY SHARES

$1.$ Name of the Company

$2.$ Liability of Members

3. Interpretation

Registered Office $\mathbf{4}$ .

Effect of Constitution 5.

Rights and Powers of the Company 6.

Brokerage or Commission Payments $7.$

8. Issuing Shares

Classes of Shares 9.

Share Certificates $10.$

Variation of Rights 11.

$12.$ Conversion of Shares

Equitable and Other Interests in Shares $13.$

Company's Lien on Shares 14.

$15.$ Sale of Shares with a Lien

$16.$ Calls on Partly-Paid Shares

17. Failure to Pay Call

18. Forfeiture of Share

19. Transfer of Shares

$20.$ Registration of Transfers

Financial Assistance $21.$

$22.$ Transmission of Shares on Death

23. Transmission of Shares on Bankruptcy

24. Transmission of Shares on Mental Incapacity

25. Alteration of Capital

Reduction of Share Capital 26.

Share Buy-backs 27.

28. Loans to Members or Associates of Members

29. Meetings of Members

30. Calling of Meetings When Requested by Members

$31.$ Calling of General Meetings by Members

32. Notice of Meetings

33. Members' Right to Put Resolutions at Meetings

34. Ouorum

Chairing Meetings of Members $35.$

How Many Votes a Member Has 36.

37. How Voting is Carried Out

When and How Polls Must be Taken 38

39. Circulating Members' Resolutions

Appointment of Body Corporate Representative 40.

41. Appointment of Proxies

This form is to be used *for/against the resolution.

To be inserted if desired.

$42.$ Rights of Proxies

43. Validity of Proxy Vote

44. Objections to Right to Vote

45. Minutes

Financial Records 46.

47. Appointment of Directors

48. Directors may Appoint Other Directors

49. Removal or Resignation of Directors

Remuneration of Directors 50.

Powers of Directors 51.

52. Negotiable Instruments

53. Seal

54. Dividends

Other Provisions About Dividends 55.

56. Capitalisation of Profits

Directors' Meetings 57.

58. Quorum at Directors Meeting

59. Use of Technology

60. Chairing Directors' Meetings

Circulating Directors' Resolutions 61.

62. Material Personal Interest in the Affairs of the Company

63. Director Interested in Contract with the Company

64. Delegation to Committees

65. Alternate Directors

66. Managing Director

SUPERIOR RESOURCES LIMITED Governance Information 2007