SUPPLY NETWORK LIMITED — AGM Information 2021

Sep 30, 2021

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SUPPLY NETWORK LIMITED ABN 12 003 135 680 1 Turnbull Close Pemulwuy NSW 2145 PO Box 3405 Wetherill Park NSW 2164 Telephone: 02 8624 8077

ASX Release

• 1 October 2021

2021 Notice of Annual General Meeting

Please find attached the following documents which are being sent to shareholders:

• Letter from the Chairman

• 2021 Notice of Annual General Meeting and explanatory notes

• Annexure A. Marked up version of proposed amended Company Constitution

• Proxy form

• Email to Shareholders

Authorised by the Board of Supply Network Limited

Robert Coleman

Chief Financial Officer Telephone: + 61 2 8624 8077

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Supply Network Limited ABN 12 003 135 680

Notice of Annual General Meeting and Explanatory Notes

Date: 19 November 2021 Time: 2.00pm (Sydney time)

To be conducted as a virtual meeting

ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

Letter from the Chairman

Dear Shareholder

We invite you to participate in the 2021 Annual General Meeting (AGM) of shareholders of Supply Network Limited (SNL). The AGM will be held on Friday, 19 November 2021, commencing at 2.00pm Sydney time.

Due to the potential health risks associated with COVID-19, government restrictions imposed in response to that pandemic, the fact that SNL Directors may be unable to travel to attend the AGM and the risk of disruption to the AGM that could arise in the event of any lockdowns, the Company has decided to conduct the AGM as a virtual meeting. Shareholders will not be able to attend the meeting physically but will be able to view and participate in the virtual meeting online.

For information on how to join the meeting, ask questions, vote and to seek assistance with technical issues, please see the Important Information section below.

The 2021 Annual Report and Notice of Meeting are available on the Supply Network Limited website at http://supplynetwork.com.au/shareholder.htm.

I would like to thank all shareholders for their continuing support of SNL. I look forward to your participation in the meeting.

Yours faithfully

Gregory Forsyth Chairman

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ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

Important Information

How to participate

To participate in the Annual General Meeting (AGM) through the Lumi AGM platform, you will need to log into the platform via your computer, tablet or mobile device.

If you are logging in via a computer, tablet or mobile phone, you can access the platform by directing your internet browser to www.web.lumiagm.com/324375126

You can log in to the AGM by entering:

• The meeting ID for the SNL AGM, which is 324375126.

• Your username, which is your SRN/HIN.

• Your password, which is the postcode registered to your holding if you are an Australian shareholder.

It is also possible to view the meeting as a guest. To register as a guest, once you have entered the meeting ID, you must select ‘Guest’ and enter your name and email address. Participants registered as a guest cannot ask questions or vote.

Participating in the AGM online enables shareholders to watch and participate in the AGM in real time through an online platform that allows you to view the AGM live, submit questions and vote at the appropriate times whilst the meeting is in progress.

How to ask Questions

Only registered shareholders may submit questions during the AGM. Shareholders will be given a reasonable opportunity to raise questions.

A shareholder who is entitled to vote at the AGM may also submit a written question to the Company or the auditor in advance of the meeting. Questions submitted in advance of the AGM should be submitted to admin@supplynetwork.com.au. Shareholders are encouraged to lodge questions prior to the AGM where possible.

Questions asked in advance must be received no later than two (2) business days before the date of the AGM, being 2:00pm on Wednesday, 17 November 2021.

The Company will endeavour to address as many relevant questions as possible during the course of the AGM. However, there may not be sufficient time available at the meeting to address all questions raised.

Please note that individual responses will not be sent to shareholders.

Technical Difficulties

Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises. In exercising this discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where the Chairman considers it appropriate, the meeting may be continued or business transacted, including conducting a Page | 3

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SUPPLY NETWORK LIMITED

ABN 12 003 135 680

poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 2.00pm on Wednesday, 17 November 2021 even if they plan to attend the meeting online.

If you experience any technical difficulties accessing or using the online platform for the AGM, please contact Computershare for support on +61 3 9415 4024.

Your vote is important

The business of the AGM affects your shareholding and your vote is important.

Voting eligibility

The Directors have determined that the persons eligible to vote at the AGM are those who are registered Shareholders of the Company on Wednesday, 17 November 2021 at 7:00pm.

Voting

Shareholders may cast their votes on resolutions:

• online during the meeting via the Lumi AGM Platform; or

• by completing and returning a Proxy Form to Computershare Investor Services Pty Limited by 2.00pm on Wednesday, 17 November 2021.

Voting on each of the proposed resolutions set out in this Notice of Meeting will be conducted by poll

Voting by proxy

Shareholders may lodge a proxy vote:

• a. online at www.investorvote.com.au. You will need to enter the secure access information set out on your Proxy Form; or

• b. by completing and signing the Proxy Form enclosed and returning either:

• by post to GPO Box 242, Melbourne, Victoria 3001; or

• by delivery to Level 4, 60 Carrington Street, Sydney; or

• by facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

• c. for Intermediary online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

A proxy:

1. need not be a shareholder of the Company; and

2. may be an individual or a body corporate.

Proxy Forms, whether lodged online, by post, by delivery or by facsimile must be received not later than 2.00pm on Wednesday, 17 November 2021.

Proxy Forms received later than this time will be invalid.

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ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

2021 NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Supply Network Limited will be held online on 19 November 2021 at 2.00pm. As noted in the Important Information section above, shareholders are invited to participate via the Lumi AGM platform at www.web.lumiagm.com/324375126

BUSINESS

1. Financial Reports

To receive and consider the Financial Statements and the Reports of Directors and Auditors for the year ended 30 June 2021.

2. Remuneration Report

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

“To adopt the Remuneration Report for the year ended 30 June 2021.”

The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this item of business (see the Voting Exclusions on page 7).

3. Election of Director

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

“To re-elect Mr P W Gill as a Director who retires by rotation in accordance with the Company’s Constitution and, being eligible for re-election, has offered himself for re-election.”

Biographical information on Mr Gill is set out in the explanatory notes to this notice .

4. Amendment of Company Constitution

To consider and if thought fit, pass with or without amendment, the following resolution as a special resolution:

“The shareholders resolved by way of special resolution to amend the existing constitution of the Company to incorporate the changes marked-up in blue text in the copy of the Constitution attached as Annexure A to this Notice of Meeting, with effect from the close of the meeting.”

An explanation is set out in the explanatory notes to this notice.

By order of the Directors

Peter Gill

1 October 2021

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ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

EXPLANATORY NOTES TO 2021 NOTICE OF ANNUAL GENERAL

Virtual meeting

As permitted by recent changes to the Corporations Act 2001 (Cth) in response to the Covid-19 health orders, the Company will be holding the general meeting of shareholders online and shareholders will be unable to attend the meeting in person.

Instead, shareholders may attend the meeting online using the Lumi AGM platform. www.web.lumiagm.com/324375126 enables shareholders to:

• see the meeting presentation materials and listen to the meeting live,

• vote online during the meeting, and

• ask questions and make comments online during the meeting.

Voting on all resolutions will be conducted by a poll.

In the event that a technological failure that prevents the shareholders as a whole from having a reasonable opportunity to participant in the meeting, the Company will provide an update on its website to communicate the details of the postponed or adjourned meeting.

Voting Requirements for Special Resolutions

The proposed resolution set out in item 4 of this notice is required to be passed by special resolution.

A special resolution must be passed by at least 75% of the votes actually cast by shareholders of the Company who are present (whether in person or by proxy) and entitled to vote at the General Meeting.

Explanatory Statement

The Company’s shareholders should read the Explanatory Statement accompanying, and forming part of, this Notice of General Meeting for more details on the resolutions to be considered and, if thought fit, passed at that meeting.

How to exercise your right to vote

You will be able to live vote in real-time during the meeting when invited by the Chairman of the Board. You will be able to vote for, against or abstain on each item through the online platform.

You may appoint a proxy to vote for you, by completing the proxy form provided with this Notice of General Meeting.

• Voting Online

If you are unable to attend the meeting we encourage you to submit your vote online at www.investorvote.com.au; or

for intermediary online subscribers only (custodians), at www.intermediaryonline.com

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SUPPLY NETWORK LIMITED

ABN 12 003 135 680

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EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL (continued)

• Proxies

A shareholder entitled to vote is entitled to appoint a proxy to attend and vote instead of the shareholder. A suitable proxy form accompanies this Notice of Annual General Meeting. The person appointed a proxy need not be a shareholder of the Company.

Where the shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To be effective, the instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a certified copy of the power or authority) must be returned to Computershare Investor Services Pty Limited, either:

• by post to GPO Box 242, Melbourne, VIC 3001; or

• by delivery to Level 4, 60 Carrington Street, Sydney; or

• by facsimile on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

not less than 48 hours prior to the meeting .

Voting Exclusions

Item 2 - Remuneration Report

The Company will disregard any votes cast in favour of this resolution by, or on behalf of:

• a member of the Key Management Personnel ( KMP ), as disclosed in the Remuneration Report; or

• an associate of those persons;

unless the vote is cast:

• by a person as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form.

or

• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

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ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL (continued)

BUSINESS

Item 1: Financial Reports

The business of the meeting will include receipt and consideration of the Financial Statements of the Company and the reports of the Directors and Auditors for the year ended 30 June 2021. Shareholders are not required to vote on these reports but will be given an opportunity to raise questions on the Reports at the meeting. The Auditors will be available at the meeting to answer any questions in relation to the Auditor's Report.

Item 2: Remuneration Report

The Board submits its Remuneration Report to shareholders for consideration and adoption by way of a non-binding ordinary resolution. The Remuneration Report is set out on pages 11-14 of the Company’s 2021 Annual Report.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the meeting.

The Board recommends that shareholders vote in favour of this resolution.

Subject to the Voting Exclusion statement contained in this Notice, the Chairman of the Meeting intends to vote all undirected proxies in favour of the adoption of the Remuneration Report.

Item 3: Election of Director

Mr P W Gill retires by rotation in accordance with clause 10.4 of the Company’s Constitution and, being eligible for re-election, offers himself for re-election.

Mr Gill was the senior finance executive of the Company from April 1995 until his retirement from that role in October 2018. He was appointed to the Board in May 2008 as Finance Director and after his retirement remained on the Board as a Non-Executive Director. He is a Chartered Accountant with a Bachelor of Business degree and has over 40 years’ experience in accounting and finance in both commercial and professional fields. He is a Chartered Secretary and a Fellow of the Governance Institute of Australia.

The Board (excluding Mr Gill who has abstained) recommends that shareholders vote in favour of this resolution.

The Chairman of the Meeting intends to vote all undirected proxies in favour of the re-election of Mr Forsyth.

Item 4 - Amendment of Company Constitution

Since the constitution was adopted on 23 November 2011, there have been a number of developments in the law (including the ASX Listing Rules) as well as general market practices. The Board recommends that the constitution be amended to take these developments into account.

A marked-up version of the proposed amended constitution is attached as Annexure A and is available at www.supplynetwork.com.au/governance.

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ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL (continued)

Several of the proposed amendments are administrative or relatively minor in natures. The principal amendments are outlined below:

Provision (clause reference)	Proposed amendment
General meetings – Use of technology at general meetings (clauses 8.3 to 8.10)	The current constitution does not expressly contemplate that general and class meetings can be held virtually (or a hybrid of physical and virtual attendance). If this resolution is approved, the amended constitution will provide greater flexibility and clarity around how the Company may conduct ‘virtual’ and ‘hybrid’ meetings in the future. More specifically, the amended constitution will confirm the ability of the Chairman of the Board to approve technologies to be used at a general or class meeting. The_Corporations Act_ 2001(Cth) and the existing constitution require that shareholders as a whole be given a reasonable opportunity to participate in a general or class meeting, and the proposed amendments in relation to the use of technology do not change this requirement. Consequential provisions are also included to provide clarity around procedural matters including to ensure that ‘online’ attendees are treated as being present at the meeting and counted for a quorum, and to confirm that the Board may prescribe the detailed procedures by which meetings held with technological assistance may be conducted.
Proceedings at general meetings – Direct vote (clauses 9.31 to 9.32)	‘Direct voting’ permits a shareholder who is entitled to attend and vote on a resolution in general or class meeting to submit a vote on that resolution without having to attend the meeting or appoint a proxy or attorney to attend on their behalf. The existing constitution does not permit direct voting. The proposed amended constitution includes a provision for direct voting by shareholders in general or class meetings. The direct vote can be submitted to the Board by post, fax or other electronic means or otherwise as approved by the Board. The Board may prescribe regulations, rules and procedures in relation to direct voting, including the form, method and timing of direct voting. The Board considers that the proposed amendments to include the ability for shareholders to vote by way of direct voting is in the best interest of shareholders because it will encourage more shareholders to vote at meetings due to the convenience of not needing to attend the meeting in person or appoint a proxy or attorney.

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ABN 12 003 135 680

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SUPPLY NETWORK LIMITED

EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL (continued)

Restricted Securities (clause 21)	The ASX Listing Rules were amended on 1 December 2019 to introduce changes to the escrow regime. The provision has been changed so that they are consistent with the escrow regime requirements under the Listing Rules. There are currently nil shares on issue which would be considered restricted securities.
Other updates	Where appropriate, a number of minor or immaterial amendments have been proposed, such as to update the definition (at clause 1.1) for “ASX” to its formal name and to clarify that Directors may both determine and declare dividends (at clause 16.1).

The Directors recommend that Shareholders vote in favour of this resolution.

The Chairman of the Meeting intends to vote all undirected proxies in favour of this resolution.

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SUPPLY NETWORK LIMITED

ABN 12 003 135 680

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EXPLANATORY NOTES TO NOTICE OF ANNUAL GENERAL (continued)

Item 4 - Amendment of Company Constitution

Annexure A

Marked up version of proposed amended Company Constitution

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Constitution of Supply Network Limited

1 Interpretation

Definitions

• 1.1 In this Constitution unless the contrary intention appears:

Alternate Director means a person appointed as an alternate director under clause 12.6.

ASX means ~~Australian Stock ExchangeA~~ SX Limited (ACN 008 624 691).

ASXS means ASX Settlement Pty Limited (ACN 008 504 532).

ASX Settlement Operating Rules means the Settlement Operating Rules of the ASX.

Auditor means the appointed auditor of the Company.

CHESS means the Clearing House Electronic Subregister System.

CHESS Rules means the ASX Settlement Operating Rules and the provisions of the Corporations Act and Listing Rules concerning the electronic share registration and transfer system as and to the extent that they apply to the Company.

CHESS Approved Securities means securities of the Company which are approved by the ASXS in accordance with the ASX Settlement Operating Rules.

Company means Supply Network Limited (ACN 003 135 680).

Constitution means this constitution as amended from time to time.

Corporations Act means the Corporations Act 2001 (Commonwealth).

Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director.

Directors means all or some of the Directors acting as a board.

Divestment Notice is a notice given under clause 22.1 to a Small Holding Shareholder or a New Small Holding Shareholder.

Executive Director means a person appointed as an executive director under clause 12.27.

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Constitution of Supply Network Limited

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

Managing Director means a person appointed as a managing director under clause 12.27.

Market Value in relation to a Share is the closing price on SEATS of the Share.

New Small Holding means a holding of Shares created after the date on which this Constitution comes into effect which (on the basis of their Market Value at the time the relevant proper ASXS transfer is initiated or paper based transfer is lodged, as appropriate) does not constitute a marketable parcel of Shares as defined in the Listing Rules.

New Small Holding Shareholder is a Shareholder who is the holder or a joint holder of a New Small Holding.

Register means the register of Shareholders of the Company under the Corporations Act and if appropriate includes a branch register.

Registered Office means the registered office of the Company.

Relevant Period is the period specified in a Divestment Notice.

Relevant Shares are the Shares specified in a Divestment Notice.

Representative means a person appointed to represent a corporate Shareholder at a general meeting of the Company in accordance with the Corporations Act.

Restriction Agreement means a restriction agreement within the meaning and for the purposes of the Listing Rules.

Secretary means a person appointed under clause 13.1 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company.

Shareholder means a person entered in the Register as a holder of shares in the capital of the Company.

Shares for the purposes of clause 22 means shares in the Company all of which are of the same class.

Small Holding means a holding of Shares which (on the basis of their Market Value at the relevant date) does not constitute a marketable parcel of Shares as defined in the Listing Rules.

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Constitution of Supply Network Limited

Small Holding Shareholder means a Shareholder who is the holder or a joint holder of a Small Holding.

Specified Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means 10% per annum.

State means the State or Territory in which the Company is for the time being registered.

Interpretation

• 1.2 In this Constitution unless the contrary intention appears:

• (a) words importing any gender include all other genders; and

• (b) the word person includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority; and

• (c) the singular includes the plural and vice versa; and

• (d) a reference to a clause is a reference to that clause of this Constitution; and

• (e) a reference to a law includes regulations and instruments made under the law; and

• (f) a reference to a law or a provision of a law includes amendments, re-enactments or replacements of that law or the provision, whether by the State or the Commonwealth of Australia or otherwise; and

• (g) a power, an authority or a discretion reposed in a Director, the Directors, the Company in general meeting or a Shareholder may be exercised at any time and from time to time; and

• (h) a reference to an amount paid on a share includes an amount credited as paid on that share.

Corporations Act

• 1.3 In this Constitution unless the contrary intention appears: (a) an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act; and

• (b) section means a section of the Corporations Act.

Listing Rules and ASX Settlement Operating Rules

• 1.4 In this Constitution, unless the contrary intention appears:

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Constitution of Supply Network Limited

(a) the expressions “Certificated Holding”, “CHESS Holding”, “Holding Adjustment” and “Issue Sponsored Holding” have the same meanings as in the ASX Settlement Operating Rules; and (b) the expressions “closing price on SEATS”, “Takeover Bid”, “Uncertificated Securities”, “dispose” (and grammatical variations of that word), “Escrow Period” and “Restricted Securities” have the same meaning as in the Listing Rules.

Headings
1.5	Headings are inserted for convenience and are not to affect the
	interpretation of this Constitution.
Replaceable rules not to	apply
1.6	The provisions of the Corporations Act that apply as replaceable
	rules are displaced by this Constitution and accordingly do not
	apply to the Company.
Currency
1.7	The Directors may:
	(a)	differentiate between Shareholders as to the currency in
		which any amount payable to a Shareholder is paid
		(whether by way of or on account of dividends, repayment
		of capital, participation in surplus property of the Company
		or otherwise); and
	(b)	determine to pay a distribution in a currency other than
		Australian dollars and the amount payable will be
		converted from Australian dollars in any manner, at any
		time and at any exchange rate as the Directors think fit; and
	(c)	in deciding the currency in which a payment is to be made
		to a Shareholder, have regard to the registered address of
		the Shareholder, the register on which a Shareholder’s
		Shares are registered and any other matters as the Directors
		consider appropriate.
Application of Listing Rules
1.8	In this	Constitution a reference to the Listing Rules only applies
	while the Company is on the official list of the ASX.
1.9	While	the Company is on the official list of the ASX:
	(a)	despite anything contained in this Constitution, if the
		Listing Rules prohibit an act being done, the act must not
		be done; and
	(b)	nothing contained in this Constitution prevents an act being
		done that the Listing Rules require to be done; and

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Constitution of Supply Network Limited

• (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; and

• (d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is taken to contain that provision; and

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

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

2 Share capital and variation of rights

Directors to issue shares

• 2.1 The issue of shares in the Company is under the control of the Directors who:

• (a) may issue or dispose of shares to any person at any time and on any terms and conditions and having attached to them any preferred, deferred or other special rights or restrictions, whether with regard to dividends, voting, return of capital or otherwise, as the Directors think fit; and

• (b) may grant to any person an option over shares or preemptive rights, at any time and for any consideration as they think fit; and

• (c) have the right to settle the manner in which fractions of a share, however arising, are to be dealt with,

subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares.

Issue of further shares - no variation

• 2.2 The rights conferred on the holders of the shares of any class are not to be taken as varied by the issue of further shares ranking equally with the first-mentioned shares unless:

• (a) expressly provided by the terms of issue of the firstmentioned shares; or

• (b) required by the Corporations Act or the Listing Rules.

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Constitution of Supply Network Limited

Class Meetings

	2.3	The provisions of this Constitution relating to general meetings	The provisions of this Constitution relating to general meetings
		apply so far as they are capable of application and with any
		necessary changes to every separate meeting of the holders of a
		class of shares, except that:
		(a)	a quorum is constituted by at least two persons who,
			between them, hold or represent one-third of the issued
			shares of the class (unless only one person holds all of the
			shares of the class, in which case that person constitutes a
			quorum); and
		(b)	any holder of shares of the class, present in person or by
			proxy, or attorney or Representative, may demand a poll.
Non-recognition of interests
	2.4	Except	as required by law, the Company is not required to
		recognise:
		(a)	a person as holding a share on any trust; or
		(b)	any other interest in any share or any other right in respect
			of a share except an absolute right of ownership in the
			registered holder, whether or not it has notice of the interest
			or right.
Joint	holders of shares
	2.5	Where	two or more persons are registered as the joint holders of
		shares they are taken to hold the shares as joint tenants with rights
		of survivorship, but the Company is not bound:
		(a)	to register more than three persons as joint holders of a
			share; or
		(b)	to issue more than one certificate or holding statement in
			respect of shares jointly held.
3	Lien
Lien	on share
	3.1	The Company has a first and paramount lien on every share for:
		(a)	all due and unpaid calls and instalments in respect of that
			share; and
		(b)	all money which the Company has been called on by law to
			pay, and has paid, in respect of that share; and
		(c)	interest at the Specified Interest Rate on the amount due
			from the date it becomes due until payment; and

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Constitution of Supply Network Limited

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

Lien on loans under employee incentive schemes

3.2 The Company also has a first and paramount lien on each share registered in the name of the Shareholder for all money payable to the Company by the Shareholder under loans made under an employee incentive scheme. Lien on distributions 3.3 A lien on a share under this clause 3 extends to all distributions in respect of that share, including dividends. Exemptions 3.4 The Directors may at any time exempt a share wholly or in part from the provisions of clause 3.1 or 3.2. Extinguishment of lien 3.5 The Company’s lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the transferee.

Company’s rights to recover payments 3.6 A Shareholder must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Shareholder, the death of a Shareholder or the Shareholder’s shares or any distributions on the Shareholder’s shares, including dividends, where the Company is either: (a) obliged by law to make the relevant payment; or (b) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the Company is obliged by law to make the relevant payment.

The Company is not obliged to advise the Shareholder in advance of its intention to make the payment.

Reimbursement is a debt due

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

Sale under lien

3.8 Subject to clause 3.9, the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien.

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Limitations on sale under lien

• 3.9 A share on which the Company has a lien may not be sold by the Company unless:

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

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

Transfer on sale under lien

• 3.10 For the purpose of giving effect to a sale under clause 3.8, the Company may receive the consideration given for the share so sold, execute a transfer of the share sold in favour of the purchaser of the share and do all other things which may be necessary or appropriate to effect the transfer. The purchaser is not bound to see to the application of the purchase money.

Irregularity or invalidity

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

Proceeds of sale

• 3.12 The proceeds of a sale under clause 3.8 must be applied by the Company in payment of the amount in respect of which the lien exists and which is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale.

4 Calls on shares

Directors to make calls

4.1 The Directors may:

• (a) make calls on a Shareholder in respect of any money unpaid on the shares of that Shareholder, if the money is not by the terms of issue of those shares made payable at fixed times; and

• (b) make a call payable by instalments; and (c) revoke or postpone a call.

Time of call

• 4.2 A call is taken to be made at the time when the resolution of the Directors authorising the call is passed.

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Shareholders’ liability
4.3	Each Shareholder, must upon receiving not less than 30 business
	days’ notice specifying the time or times and place of payment,
	pay to the Company at the time or times and place so specified the
	amount called on that Shareholder’s shares.
Joint holders’ liability
4.4	The joint holders of a share are jointly and severally liable to pay
	all calls in respect of the share.
Non-receipt of notice
4.5	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.
Interest on default
4.6	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 to the time of actual payment
	at the Specified Interest Rate. The Directors may waive payment
	of that interest wholly or in part.
Fixed instalments
4.7	Subject to any notice requirements under the Listing Rules, any
	sum that, by the terms of issue of a share, becomes payable on
	issue of the share or at a fixed date, is to be taken to be a call duly
	made and payable on the date on which by the terms of issue the
	sum becomes payable. 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.
Differentiation between	shareholders as to calls
4.8	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.
Prepayment of calls and	interest
4.9	The Directors may:
	(a) accept from a Shareholder the whole or a part of the
	amount unpaid on a share although no part of that amount
	has been called; and
	(b) authorise payment by the Company of interest on the whole
	or any part of an amount so accepted, until the amount
	becomes payable, at such rate, not exceeding the Specified
	Interest Rate, as is agreed on between the Directors and the
	Shareholder paying the sum.

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5 Forfeiture of shares

Notice requiring payment of call

• 5.1 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 afterwards during such time as any part of the call or instalment remains unpaid, give 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 may have been incurred by the Company by reason of that non-payment.

Contents of notice

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

Forfeiture for failure to comply with notice

5.3 Where a Shareholder does not make payment in relation to a share as required by a notice under clause 5.1 within the period specified in the notice, the Directors may, at any time before the required payment is made, resolve that the share is forfeited. Forfeiture of the share occurs upon the passing of such a resolution.

Dividends and distributions included in forfeiture

5.4 A forfeiture under clause 5.3 includes all dividends and other distributions declared or to be made in respect of the forfeited shares and not actually paid or distributed before the forfeiture.

Sale or re-issue of forfeited shares

5.5 Subject to the Corporations Act, a share forfeited under clause 5.3 may be sold, re-issued or otherwise disposed of to whom and on such terms as the Directors think fit.

Notice of forfeiture

5.6 If any share is forfeited under clause 5.3, notice of the forfeiture must be given to the Shareholder holding the share immediately before the forfeiture and an entry of the forfeiture and its date must be made in the Register.

Surrender instead of forfeiture

• 5.7 The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they think fit and any share so surrendered is taken to be a forfeited share.

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Cancellation of forfeiture
5.8	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.
Effect of forfeiture on former holder’s liability
5.9	A person whose shares have been forfeited:
	(a) ceases to be a Shareholder in respect of the forfeited shares
	and loses all entitlement to dividends and other
	distributions or entitlements on the shares; and
	(b) 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, plus interest at the
	Prescribed Interest Rate from the date of forfeiture and also
	reasonable expenses of sale.
Evidence of forfeiture
5.10	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 forfeited in accordance with this
	Constitution on the date specified in the statement, is prima facie
	evidence of the facts specified in the statement as against all
	persons claiming to be entitled to the share.
Transfer of forfeited share
5.11	The Company may receive the consideration (if any) given for a
	forfeited share on any sale or disposition of the share and may
	execute or effect a transfer of the share in favour of the person to
	whom the share is sold or disposed of.
Registration of transferee
5.12	On 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.
Irregularity or invalidity
5.13	The title of the transferee to the share is not affected by any
	irregularity or invalidity in connection with the forfeiture, sale or
	disposal of the share.
Forfeiture applies to non-payment of instalment
5.14	The provisions of this Constitution as to forfeiture apply in the
	case of non-payment of any sum that, by the terms of issue of a
	share, becomes payable at a fixed time, as if that sum had been
	payable by virtue of a call duly made and notified.

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6 Transfer of shares

Forms of instrument of transfer

• 6.1 Subject to the Listing Rules and to this Constitution, shares in the Company are transferable:

• (a) in the case of CHESS Approved Securities, in accordance with the CHESS Rules; or

• (b) by instrument in writing in any usual or common form or in any other form that the Directors approve; or

• (c) by any other method of transfer of marketable securities which is recognised by the Corporations Act, the ASXS and the ASX and is approved by the Directors.

Execution and delivery of transfer

• 6.2 If an instrument of transfer is to be used to transfer a share in accordance with clause 6.1(b), it must be:

• (a) a proper instrument of transfer within the meaning of the Corporations Act; and

• (b) 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; and

• (c) left for registration at the share registry of the Company, accompanied by the information 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 the holder of the share.

Effect of registration

• 6.3 Except as provided by the CHESS Rules, a transferor of a share remains the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share and a transfer of a share does not pass the right to any dividends declared on the share until registration.

Company to register forms without charge

• 6.4 The Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without charge except where the issue of a certificate is to replace a lost or destroyed certificate.

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Power to refuse to register

6.5 If permitted to do so by the Listing Rules, the Directors may: (a) request the ASXS to apply a holding lock to prevent a transfer of CHESS Approved Securities registered on the CHESS subregister; or (b) refuse to register a transfer of other shares in the Company. Obligation to refuse to register 6.6 The Directors must ~~:~~ (a) request the ASXS to apply a holding lock to prevent transfer of CHESS Approved Securities registered on the CHESS subregister; or (b) refuse to register any transfer of other shares in the Company, if: (c) the Listing Rules require the Company to do so; or (d) the transfer is in breach of the Listing Rules or a Restriction Agreement.

Written notice to security holder of holding lock or refusal

• 6.7 If in the exercise of their rights and obligations under clauses 6.5 and 6.6 the Directors request application of a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register a transfer of a security, they must give written notice of the request or refusal to the holder of the Security, the transferee and the broker lodging the transfer, if any. Failure to give such notice does not invalidate the decision of the Directors.

Company to retain instrument of transfer

6.8 The Company must retain every instrument of transfer which is registered for such period as the Directors determine. Refusal to register

• 6.9 If the Directors refuse registration of a transfer, 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.

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7 Transmission of shares

Transmission of shares on death of holder

7.1 If a Shareholder who does not own shares jointly dies, the Company will recognise only the personal representative of the Shareholder as being entitled to the Shareholder’s interest in the shares.

Information given by personal representative

7.2 If the personal representative gives the Directors the information they reasonably require to establish the representative’s entitlement to be registered as a 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 (b) the personal representative is entitled, whether or not registered as the holder of the shares, to the same rights as the Shareholder. 7.3 On receiving an election under clause 7.2(a)(i), the Company must register the personal representative as the holder of the shares. Death of joint owner

• 7.4 If a Shareholder who owns shares jointly dies, the Company will recognise only the survivor as being entitled to the Shareholder’s interest in the shares. The estate of the Shareholder is not released from any liability in respect of the shares.

• Transmission of shares on bankruptcy 7.5 If a person entitled to shares because of the bankruptcy of a Shareholder gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as holder of the shares, the person may: (a) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or

• (b) by giving a completed transfer form to the Company, transfer the shares to another person.

• 7.6 On receiving an election under clause 7.5(a), the Company must register the person as the holder of the shares.

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Transmission of shares on mental incapacity

7.7 If a person entitled to shares because of the mental incapacity of a Shareholder gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as the holder of the shares:

• (a) the person 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

(b) the person is entitled, whether or not registered as the holder of the shares, to the same rights as the Shareholder.

7.8 On receiving an election under clause 7.7(a)(i), the Company must register the person as the holder of the shares.

Application of transfer provision

7.9 A transfer under this clause 7 must comply with the provisions of this Constitution applying to transfers generally.

8 General meetings

Annual general meeting

8.1 Annual general meetings of the Company are to be held in accordance with the Corporations Act.

Convening general meeting

8.2 A Director or the Directors may whenever they think fit (and must if required to do so under the Corporations Act) convene and arrange to hold a general meeting of the Company.

Use of technology at	general meetings 8.3 The Company may hold a general meeting: (a) at two or more venues using any technology (including online platforms) that gives all persons entitled to attend, as a whole, a reasonable opportunity to participate in the meeting; and/or (b) using one or more technologies that give all persons entitled to attend, as a whole, a reasonable opportunity to participate in the meeting without being physically present in the same place.	general meetings 8.3 The Company may hold a general meeting: (a) at two or more venues using any technology (including online platforms) that gives all persons entitled to attend, as a whole, a reasonable opportunity to participate in the meeting; and/or (b) using one or more technologies that give all persons entitled to attend, as a whole, a reasonable opportunity to participate in the meeting without being physically present in the same place.
	8.3
		(a)
		(b)

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The Board is not under any obligation to offer or provide any additional venue or any technology.

8.4	All persons participating in a general meeting held pursuant to clause 8.3 are taken for all purposes of this Constitution (including the quorum requirement under clause 9.3) to be present at the meeting while so participating. A general meeting will be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available throughout the meeting to ensure that persons entitled to attend have a reasonable opportunity to participate in the business for which the meeting has been convened. Unless the chairman determines otherwise, the general meeting will be deemed to take place at the place where the chairman is physically present. The powers of the chairman will apply equally to each venue and each technology (including online platform) of the meeting. If a general meeting is held wholly or partly by means of one or more technologies, the Board may (subject to the requirements of the Corporations Act and Listing Rules) make any arrangement and impose any requirement or restriction in connection with participation by such technologies, including any arrangement, requirement or restriction that is:
8.5
8.6
8.7
8.8

• (a) necessary to verify the identification of the member, proxy, attorney or Representative;

• (b) necessary to ensure the security of the technology used; and (c) proportionate to the achievement of those objectives.

• 8.9 If, before or during the meeting, any technology used in accordance with clause 8.3 encounters a technical difficulty which results in a person entitled to participate not being able to participate in the meeting, the chairman may: (a) allow the meeting to continue; or (b) adjourn the meeting until the difficulty is remedied or to such other time and location as the chairman deems appropriate.

• ~~8.28~~ .10 The chairman, in the chairman’s discretion, or the Board in its discretion, may require the adoption of any procedures which are in its opinion necessary or desirable for proper and orderly conduct of the meeting including debate or discussion.

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Notice of general meeting

~~8.38~~.11 Notice of a meeting of Shareholders must be given in
accordance with clause 18 and the Corporations Act.
Calculation of period of notice
~~8.48~~.12 In calculating the period of notice for the purposes of this
clause 8, both the day on which the notice is given or taken to be
given and the day of the meeting convened by it are to be
disregarded.
Cancellation or postponement of a meeting
~~8.58~~.13 Where a meeting of Shareholders (including an annual
general meeting) is convened by the Directors they may, whenever
they think fit, cancel the meeting or postpone the holding of the
meeting to a date and time determined by them. This clause
8.13~~8.5 ~~does not apply to a meeting convened in accordance with
the Corporations Act by a single director, by Shareholders or by
the Directors on the request of Shareholders.
Notice of cancellation or postponement of a meeting
~~8.68~~.14 Notice of cancellation or postponement of a general
meeting must state the reason for cancellation or postponement
and be given:
(a) to each Shareholder individually; and
(b) to each other person entitled to be given notice of a meeting
of the Company’s Shareholders under the Corporations
Act.
Contents of notice of postponement of meeting
~~8.78~~.15 Anotice of postponement of a general meeting must
specify:
(a) the postponed date and time for the holding of the meeting;
and
(b) a place for the holding of the meeting which may be either
the same as or different from the place specified in the
original notice convening the meeting; and
(c) if the meeting is to be held in two or more places, the
technology that will be used to facilitate the holding of the
meeting in that manner.
Number of clear days for postponement of meeting
~~8.88~~.16 The number of clear days from the giving of a notice
postponing the holding of a general meeting to the date specified
in that notice for the holding of the postponed meeting must not be
less than the number of clear days’ notice of the general meeting
required to be given by this Constitution or the Corporations Act.

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Business at postponed meeting

~~8.98~~ .17 The only business that may be transacted at a general meeting the holding of which is postponed is the business specified in the original notice convening the meeting.

Proxy, attorney or Representative at postponed meeting

~~8.108~~ .18 Where: (a) by the terms of an instrument appointing a proxy or attorney or of an appointment of a Representative, a proxy or an attorney or a Representative is authorised to attend and vote at a general meeting to be held on a specified date or at a general meeting or general meetings to be held on or before a specified date; and (b) the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney or appointment of Representative,

then that later date is taken to be substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney or appointment of representative unless the Shareholder appointing the proxy, attorney or Representative gives to the Company at its registered office notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed.

Non-receipt of notice

~~8.118~~ .19 The non-receipt of notice of a general meeting or cancellation or postponement of a general meeting by, or the accidental omission to give notice of a general meeting or cancellation or postponement of a general meeting to, a person entitled to receive notice does not invalidate the convening of the general meeting, any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of a meeting.

9 Proceedings at general meetings

Membership at a specified time

9.1 The Directors may determine, for the purposes of a particular general meeting, that all the shares that are quoted on the ASX at a specified time before the meeting are to be taken as being held at the time of the meeting by the persons who held them at the specified time. The determination must be made and published in accordance with the Corporations Act.

References in this clause 9

9.2 In this clause 9, unless the contrary intention appears:

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• (a) a reference to a Shareholder includes a reference to a proxy, attorney or Representative of that Shareholder; and

• (b) a reference to a proxy, attorney or Representative is a reference to a proxy, attorney or Representative of a Shareholder.

Number for a quorum

• 9.3 Subject to clause 9.6, five Shareholders present in person or by proxy, attorney or Representative constitute a quorum at a general meeting.

Requirement for a quorum

• 9.4 An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the beginning of a meeting it is taken to be present throughout the meeting unless the chairman of the meeting (on the chairman’s own motion or at the instance of a Shareholder, proxy, attorney or Representative who is present) declares otherwise.

Quorum and time

• 9.5 If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting:

• (a) if convened by a Director, or at the request of, Shareholders, is dissolved; and

• (b) in any other case stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Directors appoint by notice to the Shareholders and others entitled to notice of the meeting.

Adjourned meeting

• 9.6 At a meeting adjourned under clause 9.5(b), two persons each being a Shareholder, proxy, attorney or Representative present at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

Appointment and powers of chairman of general meeting

• 9.7 If the Directors have elected one of their number as chairman of their meetings, that person is entitled to preside as chairman at a general meeting.

Absence of chairman at general meeting

• 9.8 If a general meeting is held and:

(a) a chairman has not been elected by the Directors; or

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• (b) the elected chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

one of the following people (who are listed in order of precedence) may preside as chairman of the meeting:

• (c) the deputy chairman (if any);

• (d) a Director chosen by a majority of the Directors present;

• (e) the only Director present;

• (f) a Shareholder chosen by a majority of the Shareholders present in person or by proxy, attorney or Representative.

Conduct of general meetings

• 9.9 The chairman of a general meeting:

• (a) has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting; and

• (b) may require the adoption of any procedure which is in the chairman’s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and

• (c) may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting,

and a decision by the chairman under this clause 9.9 is final.

Adjournment of general meeting

• 9.10 The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and any place.

• 9.11 In exercising this discretion, the chairman may, but need not, seek the approval of the Shareholders present. Unless required by the chairman, a vote may not be taken or demanded by the Shareholders present in respect of any adjournment.

• 9.12 Only unfinished business is to be transacted at a meeting resumed after an adjournment.

Notice of adjourned meeting

• 9.13 It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a

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	meeting is adjourned for one month or more. In that case, notice
	of the adjourned meeting must be given as in the case of an
	original meeting.
Questions decided by majority
9.14	Subject to the requirements of the Corporations Act, a resolution is
	passed if a simple majority of the votes cast are in favour of the
	resolution.
Equality of votes - no casting vote for chairman
9.15	If there is an equality of votes, either on a show of hands or on a
	poll, the chairman of the meeting is not entitled to a casting vote in
	addition to any votes to which the chairman is entitled as a
	Shareholder or proxy or attorney or Representative.
Declaration of results
9.16	At any general meeting a resolution put to the vote of the meeting
	must be decided on a show of hands unless a poll is properly
	demanded and the demand is not withdrawn. 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 the Company, is conclusive evidence of the fact.
	Neither the chairman nor the minutes need state and it is not
	necessary to prove the number or proportion of the votes recorded
	in favour of or against the resolution.
Poll
9.17	If a poll is properly demanded, it must be taken in the manner and
	at the date and time directed by the chairman and the result of the
	poll constitutes a resolution of the meeting at which the poll was
	demanded.
9.18	A poll demanded on the election of a chairman or on a question of
	adjournment must be taken immediately.
9.19	A demand for a poll may be withdrawn.
9.20	A demand for a poll does not prevent the continuance of the
	meeting for the transaction of any business other than the question
	on which the poll has been demanded.
Entitlement to vote
9.21	Subject to any rights or restrictions for the time being attached to
	any class or classes of shares and to this Constitution:
	(a) on a show of hands,each Shareholder present in person and
	each other person present as a proxy, attorney or
	Representative of a Shareholder has one vote; and

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• (b) on a poll, each Shareholder present in person has one vote for each fully paid share held by the Shareholder and each person present as proxy, attorney or Representative of a Shareholder has one vote for each fully paid share held by the Shareholder that the person represents.

• 9.22 A Shareholder is not entitled to vote at a general meeting in respect of shares which are the subject of a current Restriction Agreement for so long as any breach of that agreement subsists.

Voting on a poll for partly paid shares

• 9.23 If a Shareholder holds partly paid shares, the number of votes the Shareholder has in respect of those shares on a poll is determined as follows:

==> picture [51 x 26] intentionally omitted <==

where:

A is the number of those shares held by the Shareholder;

B is the amount paid on each of those shares excluding any amount:

• (a) paid or credited as paid in advance of a call; and

• (b) credited as paid on those shares to the extent that it exceeds the value (ascertained at the time of issue of those shares) of the consideration received for the issue of those shares;

C is the issue price of each of these shares;

D is the number of votes the Shareholder has.

• 9.24 On the application of clause 9.23, disregard any fraction which arises.

Joint Shareholders’ vote

• 9.25 If a share is held jointly and more than one Shareholder votes in respect of that share, only the vote of the Shareholder whose name appears first in the Register counts.

Vote of shareholder of unsound mind

• 9.26 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, then the Shareholder’s committee or trustee or any other person who properly has the management of the Shareholder’s 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.

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Effect of unpaid call

Effect of unpaid call
9.27	A Shareholder is not entitled at a general meeting to cast a vote
	attached to a share on which a call is due and payable and has not
	been paid.
Validity of vote in certain	circumstances
9.28	Unless the Company has received written notice of the matter
	before the start or resumption of the meeting at which a person
	votes as a proxy, attorney or Representative, a vote cast by that
	person is valid even if, before the person votes:
	(a) the appointing Shareholder dies; or
	(b) the Shareholder is mentally incapacitated; or
	(c) the Shareholder revokes the appointment or authority; or
	(d) the Shareholder revokes the authority under which the
	appointment was made by a third party; or
	(e) the Shareholder transfers the share in respect of which the
	appointment or authority was given.
Objection to voting qualification
9.29	An objection to the right of a person to attend or vote at the
	meeting or adjourned meeting:
	(a) may not be raised except at that meeting or adjourned
	meeting; and
	(b) must be referred to the chairman of the meeting, whose
	decision is final.
9.30	Avote not disallowed under the objection is valid for all purposes.
Direct vote
9.31	Despite anything to the contrary in this Constitution, the Board
	may decide that, at any general meeting or class meeting, a
	member who is entitled to attend and vote on a resolution at that
	meeting is entitled to a direct vote 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 Board.
~~9.309~~.32 The Board may prescribe regulations, rules and procedures
	in relation to direct voting, including specifying the form, method
	and timing of giving a direct vote at a meeting in order for the vote
	to be valid.
Director entitled to notice	of meeting
~~9.319~~.33 ADirector is entitled to receive notice of and to attend all
	general meetings and all separate general meetings of the holders

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of any class of shares in the capital of the Company and is entitled to speak at those meetings.

10 Directors

Continuation of Directors in office

10.1 The Directors in office at the time of the adoption of this Constitution continue in office subject to this Constitution. Number of Directors 10.2 Subject to clause 10.3, the number of Directors may not be not less than three nor more than: (a) seven; or (b) if the Directors have determined a number less than seven (but not less than the number of Directors in office at the time the determination takes effect) to be the maximum number of Directors, the number of Directors determined by the Directors. 10.3 The Company in general meeting may by resolution increase or reduce the number of Directors, and may also determine the rotation in which the changed number of Directors are to retire from office. Rotation of Directors 10.4 At each annual general meeting one-third of the Directors for the time being, or, if their number is not three nor a multiple of three, then the number nearest one-third, and any other Director who has held office for three years or more since last being elected, must retire from office. 10.5 In determining the number of Directors to retire, account is not to be taken of a Director who only holds office until the conclusion of the meeting in accordance with clause 10.11 or the Managing Director who is exempt from retirement by rotation in accordance with clause 12.29. Office held until conclusion of meeting 10.6 A retiring Director holds office until the conclusion of the meeting at which that Director retires, but is eligible for re-election. Directors to retire 10.7 The Directors to retire at any annual general meeting must be those who have been longest in office since their last election, but, as between persons who were last elected as Directors on the same day, those to retire must be determined by lot, unless they otherwise agree among themselves.

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Director elected at general meeting

• 10.8 The Company may, at a general meeting at which a Director retires or otherwise vacates office, by resolution fill the vacated office by electing a person to that office.

Eligibility for election as Director

• 10.9 Except for:

(a) a person who is eligible for election or re-election under clause 10.6 or 10.11,

a person is not eligible for election as a Director at a general meeting of the Company unless a consent to nomination signed by the person has been lodged at the Registered Office at least:

• (b) in the case of a person recommended for election by the Directors, 20 business days before the general meeting; and

• (c) in any other case, 30 business days before the general meeting.

Casual vacancy

• 10.10 The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the maximum number determined in accordance with this clause 10.

• 10.11 A Director appointed under this clause holds office until the conclusion of the next annual general meeting of the Company, but is eligible for election at that meeting. This clause 10.11 does not apply to one Managing Director nominated by the Directors under clause 12.29.

Remuneration of Directors

• 10.12 The Directors are entitled to be remunerated for their services as Directors and the total amount or value of the remuneration must not exceed $120,000.00 per annum or any other amount per annum determined by the Company in general meeting. The remuneration is to be divided among the Directors in the proportion and manner agreed between them or, in default of agreement, equally. This clause 10.12 does not apply to the remuneration of a Managing Director or an Executive Director in either capacity. The Directors’ remuneration accrues from day to day.

Additional or special duties

• 10.13 If a Director at the request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may

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be either in addition to or in substitution for that Director’s remuneration under clause 10.12.

Retirement benefit

• 10.14 Subject to the Listing Rules and the Corporations Act, the Company may pay a former Director, or the personal representatives of a Director who dies in office, a retirement benefit in recognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director providing for payment of a retirement benefit. A retirement benefit paid under this clause 10.14 is not remuneration to which clause 10.12 applies.

Expenses

• 10.15 A Director is also entitled to be reimbursed out of the funds of the Company for reasonable travelling, accommodation and other expenses the Director incurs when travelling to or from meetings of the Directors or a Committee or when otherwise engaged on the business of the Company.

• Director’s interests

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

(a)	hold any office or place of profit in the Company, except
	that of auditor; and
(b)	hold any office or place of profit in any other company,
	body corporate, trust or entity promoted by the Company or
	in which it has an interest of any kind; and
(c)	enter into any contract or arrangement with the Company;
	and
(d)	participate in any association, institution, fund, trust or
	scheme for past or present employees or directors of the
	Company or persons dependent on or connected with them;
	and
(e)	act in a professional capacity (or be a member of a firm
	which acts in a professional capacity) for the Company,
	except as auditor; and
(f)	participate in, vote on and be counted in a quorum for any
	meeting, resolution or decision of the Directors and may be
	present at any meeting where any matter is being
	considered by the Directors; and
(g)	sign or participate in the execution of a document by or on
	behalf of the Company.

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10.17 A Director may do any of the above despite the fiduciary relationship with the Company arising from the Director’s office:

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

(b) without affecting the validity of any contract or arrangement.

10.18 A reference to the Company in clauses 10.16 and 10.17 is also a reference to each related body corporate of the Company.

Vacation of office of Director

• 10.19 In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:

• (a) 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; or

• (b) resigns from the office by notice in writing to the Company; or

(c) is not present personally or by proxy or Alternate Director at meetings of the Directors for a continuous period of three months without leave of absence from the Directors.

11 Powers and duties of Directors

Directors to manage Company

• 11.1 The business of the Company is to be managed by the Directors, who 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.

Specific powers of Directors

11.2 Without limiting the generality of 11.1, the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

Appointment of attorney

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

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Provisions in power of attorney

11.4 A power of attorney granted under 11.3 may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

Minutes

11.5 The Directors must cause minutes of meetings to be made and kept in accordance with the Corporations Act.

Signing of cheques

11.6 The Directors may determine the manner in which and persons by whom cheques, promissory notes, bankers’ drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Company, may be signed, drawn, accepted, endorsed or otherwise executed.

12 Proceedings of Directors

Directors’ meetings

12.1 The Directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they think fit.

Director may convene a meeting

12.2 A Director may at any time, and the Secretary must on the written request of a Director, convene a meeting of the Directors.

Questions decided by majority

12.3 A question arising at a meeting of Directors is to be decided by a majority of votes of Directors present and entitled to vote and that decision is for all purposes a decision of the Directors.

Alternate Director or proxy and voting

12.4 A person who is present at a meeting of Directors as an Alternate Director or as a proxy for another Director has one vote for each absent Director who would be entitled to vote if present at the meeting and for whom that person is an Alternate Director or proxy and, if that person is also a Director, has one vote as a Director in that capacity.

Chairman’s casting vote

12.5 In the event of an equality of votes the chairman of the meeting has a casting vote, unless only two Directors are present and entitled to vote at the meeting on the question.

Appointment of Alternate Director

12.6 Subject to the Corporations Act, a Director may appoint a person, approved by a majority of the other Directors, to be an Alternate

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Director in the Director’s place during such period as the Director thinks fit.

Alternate Director and meetings 12.7 An Alternate Director is entitled to notice of all meetings of the Directors and, if the appointor does not attend a meeting, is entitled to attend and vote in the appointor’s place.

Alternate Director’s powers

12.8 An Alternate Director may exercise all the powers except the power to appoint an Alternate Director and, subject to the Corporations Act, may perform all the duties of the appointor insofar as the appointor has not exercised or performed them.

Alternate Director responsible for own acts and defaults 12.9 Whilst acting as a Director, an Alternate Director is responsible to the Company for the Alternate Director’s own acts and defaults and the appointor is not responsible for them. Alternate Director and remuneration 12.10 An Alternate Director is not entitled to receive from the Company any remuneration or benefit under 10.12 or 10.14. Termination of appointment of Alternate Director 12.11 The appointment of an Alternate Director may be terminated at any time by the appointor even if the period of the appointment of the Alternate Director has not expired, and terminates in any event if the appointor ceases to be a Director.

Appointment or termination in writing 12.12 An appointment, or the termination of an appointment, of an Alternate Director must be effected by a notice in writing signed by the Director who makes or made the appointment and delivered to the Company.

Alternate Director and number of Directors 12.13 An Alternate Director is not to be taken into account separately from the appointor in determining the number of Directors. Director attending and voting by proxy 12.14 A Director may attend and vote by proxy at a meeting of the Directors if the proxy: (a) is another Director; and (b) has been appointed in writing signed by the appointor. The appointment may be general or for one or more particular meetings.

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Quorum for Directors’ meeting

12.15 At a meeting of Directors, the number of Directors whose presence in person or by proxy is necessary to constitute a quorum is three or any greater number determined by the Directors.

Remaining Directors may act

12.16 The continuing Directors may act despite a vacancy in their number. If their number is reduced below the minimum fixed by clause 10, the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or to convene a general meeting.

Chairman of Directors

12.17 The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elected as chairman is to hold office.

Absence of chairman at Directors’ meeting

12.18 If a Directors’ meeting is held and:

(a) a chairman has not been elected under clause 12.17; or

(b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act,

the Directors present must elect one of their number to be chairman of the meeting.

Directors’ committees

12.19 The Directors may delegate any of their powers, other than powers required by law to be dealt with by Directors as a board, to a committee or committees consisting of at least one Director and such other persons as they think fit.

Powers delegated to Directors’ committees

12.20 A committee to which any powers have been delegated under clause 12.19 must exercise those powers in accordance with any directions of the Directors. A power so exercised is taken to have been exercised by the Directors.

Chairman of Directors’ committee

12.21	The	members of a committee may elect one of their number as
	chairman of their meetings. If a meeting of a committee is held
	and:
	(a)	a chairman has not been elected; or
	(b)	the chairman is not present within 10 minutes after the time
		appointed for the holding of the meeting or is unable or
		unwilling to act,

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the members present may elect one of their number to be chairman of the meeting.

Meetings of Directors’ committee

12.22 A committee may meet and adjourn as it thinks proper.

Determination of questions 12.23 Questions arising at a meeting of a committee are to be determined by a majority of votes of the members involved and voting. 12.24 In the event of an equality of votes the chairman of the meeting has a casting vote, unless only two members of the committee are present and entitled to vote at the meeting on the question.

Circulating resolutions
12.25	The Directors may pass a resolution without a Directors’ meeting
	being held if all of the Directors who are then in Australia and
	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 the resolution and statement is
	identical in each copy. The resolution is passed when the last
	director signs.
Validity of acts of Directors
12.26	All acts done at a meeting of the Directors or of a committee of
	Directors, or by a person acting as a Director are, even if it is
	afterwards discovered that:
	(a) there was a defect in the appointment or continuance in
	office of a person as a Director or of the person so acting;
	or
	(b) a person acting as a Director was disqualified or was not
	entitled to vote,
	as valid as if the relevant person had been duly appointed or had
	duly continued in office and was qualified and entitled to vote.
Appointment of Managing and Executive Directors
12.27	The Directors may:
	(a) appoint one or more of their number to the office of
	Managing Director or as an Executive Director or to any
	other office, except auditor, or employment under the
	Company for the period and on the terms they think fit; and
	(b) subject to the terms of any contract between the relevant
	Director and the Company, at any time remove or dismiss
	any Managing Director or Executive Director from that
	office; and

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(c) appoint another Director to that office.

Ceasing to be Managing or Executive Director

12.28 A Managing Director or Executive Director automatically ceases to be a Managing Director or Executive Director on ceasing to be a Director.

One Managing Director exempt

12.29 One Managing Director, nominated by the Directors, is exempt from the election requirement under clause 10.11 and from retirement by rotation under clause 10.4 and is not counted under clause 10.5 for determining the number of Directors to retire by rotation.

Remuneration of Managing and Executive Directors

12.30 The remuneration of a Managing Director or an Executive Director may be fixed by the Directors and may be by way of salary, superannuation contributions, other benefits, commission or participation in profits or by all or any of those modes, but may not be by a commission on or percentage of operating revenue.

Powers of Managing and Executive Directors

12.31 The Directors may:

(a) confer on a Managing Director or an Executive Director such of the powers exercisable by them, on such terms and conditions and with such restrictions, as they think fit; and

(b) withdraw or vary any of the powers conferred on a Managing Director or an Executive Director.

13 Secretary

Appointment of Secretary

13.1 There must be at least one Secretary of the Company who is to be appointed by the Directors.

Suspension and removal of Secretary

13.2 The Directors may suspend or remove a Secretary from that office.

Powers, duties and authorities of Secretary

13.3 A secretary holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, as determined by the Directors. The exercise of those powers and authorities and the performance of those duties by a Secretary are subject at all times to the control of the Directors.

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14 Seals

Safe custody of common seals

14.1 The Directors must provide for the safe custody of any seal of the Company.

Use of common seal

• 14.2 If the Company has a common seal or duplicate common seal:

• (a) it may be used only by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise its use; and

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

15 Inspection of records

Inspection by Shareholders

• 15.1 Subject to the Corporations Act, the Directors may 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).

Right of a Shareholder to inspect

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

16 Dividends and reserves

Payment of dividend

• 16.1 Subject to the Corporations Act, this Constitution and the rights of persons (if any) entitled to shares with special rights to dividend, the Directors may determine or declare that a dividend is payable, fix the amount and the time for payment of the dividend and authorise the payment or crediting of the dividend by the Company to, or at the direction of, each Shareholder entitled to that dividend.

No interest on dividends

• 16.2 Interest is not payable by the Company on a dividend.

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Reserves and profits carried forward

• 16.3 The Directors may, before paying any dividend, set aside out of the profits of the Company such sums as they think proper 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.

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

• 16.5 The Directors may carry forward so much of the profits remaining as they consider ought not to be distributed as dividends without transferring those profits to a reserve.

Calculation and apportionment of dividends

• 16.6 Subject to the rights of any persons entitled to shares with special rights as to dividend and to the terms of any shares issued to the contrary, the profits of the Company are divisible among the Shareholders so that, on each occasion on which a dividend is paid:

• (a) the same sum is paid on each share on which all amounts payable have been paid; and

• (b) the sum paid on a share on which all amounts payable have not been paid is the proportion of the sum referred to in clause 16.6(a) that the amount paid on the shares bears to the total of the amounts paid and payable on the share.

• 16.7 In determining the amount paid on a share, any amount:

• (a) paid or credited as paid in advance of a call; or

• (b) credited as paid on a share to the extent that it exceeds the value (ascertained at the time of issue of the share) of the consideration received for the issue of the share,

must be excluded.

Deductions from dividends

• 16.8 The Directors may deduct from any dividend payable to, or at the direction of, a Shareholder all sums of money (if any) presently payable by that Shareholder to the Company on account of calls or otherwise in relation to shares in the Company.

Distribution of specific assets

• 16.9 When resolving to pay a dividend, the Directors may: (a) resolve that the dividend be satisfied either wholly or partly by the distribution of specific assets to some or all of the persons entitled to the dividend, including fully paid shares

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in or debentures of the Company or fully paid shares in or debentures of any other body corporate; and

• (b) direct that the dividend payable in respect of any particular shares be satisfied wholly or partly by such a distribution and that the dividend payable in respect of other shares be paid in cash.

Resolution of distribution difficulties

16.10 If a difficulty arises in regard to a distribution under clause 16.9, the Directors may:

• (a) settle the matter as they consider expedient; and (b) fix the value for distribution of the specific assets or any part of those assets; and

• (c) determine that cash payments will be made to, or at the direction of, any Shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

• (d) vest any such specific assets in trustees as the Directors consider expedient.

• 16.11 If a distribution of specific assets to, or at the direction of, a particular Shareholder or Shareholders is illegal or, in the Directors’ opinion, impracticable, the Directors may make a cash payment to the Shareholder or Shareholders on the basis of the cash amount of the dividend instead of the distribution of specific assets.

Payment by cheque and receipts

• 16.12 A dividend, interest or other money payable in cash in respect of shares may be paid to the relevant Shareholder or Shareholders:

• (a) by cheque sent by post to the address of the relevant Shareholder as shown in the Register or, in the case of joint Shareholders, to the address of the joint Shareholder first named in the Register; or

• (b) by cheque sent by post to another address nominated in writing by the relevant Shareholder or joint Shareholder; or

• (c) by some other method of direct credit determined by the Directors or to another person or place nominated in writing by the relevant Shareholder or joint Shareholder.

• 16.13 Any one of two or more joint holders may give an effectual receipt for any dividend, interest or other money payable in respect of the shares held by them as joint holders.

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Election to reinvest dividend

16.14 Subject to the Listing Rules, the Directors may grant to Shareholders or any class of Shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on such terms and conditions as the Directors think fit.

Election to accept shares in lieu of dividend

16.15 Subject to the Listing Rules, the Directors may determine in respect of any dividend which it is proposed to pay on any shares of the Company that holders of the shares may elect:

(a) to forego the right to share in the proposed dividend or part of such proposed dividend; and

(b) to receive instead an issue of shares credited as fully paid on such terms as the Directors think fit.

Unclaimed dividends

16.16 Unclaimed dividends may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys.

17 Capitalisation of profits

Capitalisation of reserves and profits

17.1 The Directors may resolve to:

(a) capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Shareholders; and (b) apply the sum in any of the ways mentioned in clause 17.2, for the benefit of Shareholders in the proportions to which those Shareholders would have been entitled in a distribution of that sum by way of dividend.

Applying a sum for the benefit of Shareholders

17.2 The ways in which a sum may be applied for the benefit of Shareholders under clause 17.1 are:

(a) in paying up any amounts unpaid on shares held by Shareholders; or (b) in paying up in full unissued shares or debentures to be issued to Shareholders as fully paid; or

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• (c) partly as mentioned in clause 17.2(a) and partly as mentioned in clause 17.2(b).

Effecting the resolution

• 17.3 The Directors may do all things necessary to give effect to a resolution under clause 17.1 and, in particular, may to the extent necessary to adjust the rights of the Shareholders among themselves:

• (a) make cash payments in cases where shares or debentures become issuable in fractions; and

• (b) authorise any person to make, on behalf of all or any of the Shareholders entitled to any further shares or debentures on the capitalisation, an agreement with the Company providing for:

  • (i) the issue to them, credited as fully paid up, of any further shares or debentures; or

  • (ii) the payment 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 so made is effective and binding on all the Shareholders concerned.

18 Service of documents

Document includes notice
18.1	In this clause 18, a reference to a document includes a notice.
Methods of service
18.2	The Company may give a document to a Shareholder:
	(a)	personally; or
	(b)	by sending it by post to the address for the Shareholder as
		appearing in the Register or an alternative address
		nominated in writing by the Shareholder; or
	(c)	by sending it to a fax number or electronic address
		nominated by the Shareholder.
Post
18.3	A document sent by post:
	(a)	if sent to an address in Australia, may be sent by ordinary
		post; and

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

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

Fax or electronic transmission

18.4 If a document is sent by fax or electronic transmission, delivery of the document is taken:

(a) to be effected by properly addressing and transmitting the fax or electronic transmission; and (b) to have been delivered on the day following its transmission.

Joint Shareholders 18.5 A document may be given by the Company to the joint holders of a share by giving it to the joint holder first named in the Register in respect of the share.

Persons entitled to shares 18.6 A person who by operation of law, transfer or other means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with this clause 18 to another person from whom that person derives title prior to registration of that person’s title in the Register.

19 Winding up

Distribution of assets

19.1 If the Company is wound up, the liquidator may, with the approval of Shareholders in the form 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 the liquidator considers fair on 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.

Powers of liquidator to vest property 19.2 The liquidator may, with the approval of Shareholders in the form of a special resolution, vest the whole or any part of the property of the Company in trustees on 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 on the part of the holder.

Shares issued on special terms 19.3 This clause 19 does not prejudice or affect the rights of a Shareholder holding shares issued on special terms and conditions.

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20 Indemnity and insurance

Indemnity

• 20.1 Every person who is or has been:

• (a) a director of the Company; or

• (b) a secretary of the Company; or

• (c) an executive officer of the company,

is entitled to be indemnified out of the property of the Company against:

• (d) every liability incurred by the person in that capacity (except a liability for legal costs); and

• (e) all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity,

unless:

• (f) the Company is forbidden by statute to indemnify the person against the liability or legal costs; or

• (g) an indemnity by the Company of the person against the liability or legal costs would, if given, be made void by statute.

Insurance

• 20.2 The Company may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been a director, secretary or executive officer of the Company against liabilities incurred by the person in that capacity, including liabilities for legal costs, unless:

• (a) the Company is forbidden by statute to pay or agree to pay the premium; or

• (b) the contract would, if the Company paid the premium, be made void by statute.

21 Restricted Securities

~~Disposal during E~~ scrow Period

• 21.1 Restricted Securities cannot be disposed of during the Escrow Period except as permitted by the Listing Rules or the ASX.

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~~21.12~~ 1.2 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 Restricted Securities.

• 21.3 The Company must not acknowledge a disposal (including by registering a transfer) of Restricted Securities during the Escrow Period except as permitted by the Listing Rules or the ASX.

~~21.22~~ 1.4 A holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the Escrow Period applicable to those Restricted Securities except as permitted by the Listing Rules or the ASX.

Breach of Restriction Agreement or Listing Rules

• ~~21.32~~ 1.5 The holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities while a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement, subsists in relation to those Restricted Securities.

22 Small Holdings

Divestment Notice

• 22.1 If the Directors determine that a Shareholder is a Small Holding Shareholder or a New Small Holding Shareholder, the Company must give the Shareholder a Divestment Notice to notify the Shareholder:

• (a) that the Shareholder is a Small Holding Shareholder or a New Small Holding Shareholder, the number of Shares making up and the Market Value of the Small Holding or New Small Holding and the date on which the Market Value was determined; and

• (b) that the Company intends to sell the Relevant Shares in accordance with this clause 22 after the end of the Relevant Period specified in the Divestment Notice; and

• (c) if the Shareholder is a Small Holding Shareholder, that the Shareholder may at any time before the end of the Relevant Period notify the Company in writing that the Shareholder desires to retain the Relevant Shares and that if the Shareholder does so the Company will not be entitled to sell the Relevant Shares under that Divestment Notice; and

• (d) after the end of the Relevant Period the Company may for the purpose of selling the Relevant Shares that are in a

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CHESS Holding initiate a Holding Adjustment to move those Shares from that CHESS Holding to an Issuer Sponsored Holding or Certificated Holding.

22.2 If the ASX Settlement Operating Rules apply to the Relevant Shares, the Divestment Notice must comply with the ASX Settlement Operating Rules.

Relevant Period

• 22.3 The Relevant Period must be at least:

• (a) six weeks from the date the Divestment Notice is given, in the case of a Divestment Notice given to a Small Holding Shareholder; or

• (b) seven days from the date the Divestment Notice is given, in the case of a Divestment Notice given to a New Small Holding Shareholder.

Company can sell Relevant Shares

• 22.4 At the end of the Relevant Period the Company is entitled to sell on-market or in any other way determined by the Directors:

• (a) the Relevant Shares of a Shareholder who is a Small Holding Shareholder, unless that Shareholder has notified the Company in writing before the end of the Relevant Period that the Shareholder desires to retain the Relevant Shares, in which event the Company must not sell those Relevant Shares under that Divestment Notice; and

• (b) the Relevant Shares of a Shareholder who is a New Small Holding Shareholder.

No obligation to sell 22.5 The Company is not bound to sell any Relevant Shares which it is entitled to sell under this clause 22, but if the Relevant Shares are not sold within six weeks after the end of the Relevant Period, the Company’s right to sell the Relevant Shares under the Divestment Notice relating to those Shares lapses and it must notify the Shareholder to whom the Divestment Notice was given accordingly. Company as Shareholder’s attorney

22.6 The Shareholder appoints the Company and each Director and Secretary jointly and severally as the Shareholder’s attorney in the Shareholder’s name and on the Shareholder’s behalf to do all acts and things which the Company considers necessary or appropriate to effect the sale or transfer of the Relevant Shares in accordance with this clause 22, including:

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Constitution of Supply Network Limited

• (a) initiating a Holding Adjustment to move the Relevant Shares from a CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding; and

• (b) executing on behalf of the Shareholder all deeds, instruments or other documents necessary to transfer the Relevant Shares and to deliver any such deeds, instruments or other documents to the purchaser.

Conclusive evidence 22.7 A statement in writing by or on behalf of the Company under this clause 22 is binding on and, in the absence of manifest error, conclusive against a Shareholder. In particular, a statement that the Relevant Shares specified in the statement have been sold in accordance with this clause 22 is conclusive against all persons claiming to be entitled to the Relevant Shares and discharges the purchaser from all liability in respect of the Relevant Shares.

Registering the purchaser 22.8 The Company must register the purchaser of Relevant Shares sold and transferred by the Company under this clause 22 as the holder of those shares. The purchaser is not bound to see to the application of any money paid as consideration. The title of the purchaser to the Relevant Shares transferred to the purchaser is not affected by any irregularity or invalidity in connection with the actions of the Company under this clause 22.

Payment of proceeds 22.9 Subject to clause 22.10, where:

• (a) Relevant Shares of a Shareholder are sold by the Company under this clause 22; and

• (b) the certificate for the Relevant Shares (unless the Company is satisfied that the certificate has been lost or destroyed or the Relevant Shares are Uncertificated Securities) has been received by the Company,

the Company must, within 60 days of the completion of the sale, send the proceeds of sale to the Shareholder entitled to those proceeds by sending a cheque payable to the Shareholder through the post to the address of the Shareholder shown in the Register, or in the case of joint holders, to the address shown in the Register as the address of the Shareholder whose name first appears in the Register. Payment of any money under this clause 22.9 is at the risk of the Shareholder to whom it is sent.

Costs

22.10 In the case of a sale by the Company under this clause 22 of Relevant Shares of a New Small Holding Shareholder, the Company is entitled to deduct and retain from the proceeds of sale,

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Constitution of Supply Network Limited

the costs of the sale as determined by the Company. In any other case, the Company or purchaser must bear the costs of sale of the Relevant Shares. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the Shareholder) payable by the Company in connection with the sale and transfer of the Relevant Shares.

Remedy limited to damages

22.11 The remedy of a Shareholder in respect of the sale of Relevant Shares of that Shareholder under this clause 22 is limited to a right of action in damages against the Company in respect to any breach by the Company of the requirements of this clause 22, to the exclusion of any other right, remedy or relief against any other person or in relation to any other matter.

Dividends and voting suspended

22.12 Unless the Directors determine otherwise, where a Divestment Notice is given to a New Small Holding Shareholder in accordance with this clause 22, then despite any other provision in this Constitution, the rights to receive payment of dividends and to vote attached to the Relevant Shares of that Shareholder are suspended until the Relevant Shares are transferred to a new holder or that Shareholder ceases to be a New Small Holding Shareholder. Any dividends that would, but for this clause 22.12, have been paid to that Shareholder must be held by the Company and paid to that Shareholder within 60 days after the earlier of the date the Relevant Shares of that Shareholder are transferred and the date that the Relevant Shares of that Shareholder cease to be subject to a Divestment Notice.

12 month limit

22.13 If the Listing Rules require and subject to clause 22.14, the Company must not give a Small Holding Shareholder more than one Divestment Notice in any 12 month period.

Effect of takeover bid

22.14 From the date of the announcement of a takeover bid for the Shares until the close of the offers made under the takeover bid, the Company’s powers under this clause 22 to sell Relevant Shares of a Shareholder cease. After the close of the offers under the takeover bid, the Company may give a Divestment Notice to a Shareholder who is a Small Holding Shareholder or a New Small Holding Shareholder, despite clause even if it is less than 12 months since the Company last gave a Divestment Notice to that Shareholder.

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Constitution of Supply Network Limited ACN 003 135 680

Adopted 23 November 2011

120551951 - 215176 (EYK)

Contents	Contents
1	Interpretation _____________ 1
2	Share capital and variation of rights _______ 5
3	Lien _____________6~~7~~
4	Calls on shares __________8~~9~~
5	Forfeiture of shares _____________ 10
6	Transfer of shares ________ 12
7	Transmission of shares __________ 14
8	General meetings _________ 15
9	Proceedings at general meetings _______18~~17~~
10	Directors ___________24~~23~~
11	Powers and duties of Directors ______27~~26~~
12	Proceedings of Directors ___________28~~27~~
13	Secretary ___________32~~31~~
14	Seals ______________33~~32~~
15	Inspection of records ________33~~32~~
16	Dividends and reserves ________ 33
17	Capitalisation of profits ____________36~~35~~
18	Service of documents _______37~~36~~
19	Winding up ___________ 38
20	Indemnity and insurance ___________39~~38~~
21	Restricted Securities __________ 39
22	Small Holdings ____________40~~39~~

120551951 - 215176 (EYK)

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Supply Network Limited ABN 12 003 135 680

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

Supply Network Limited Annual General Meeting

The Supply Network Limited Annual General Meeting will be held on Friday, 19 November 2021 at 2:00pm (Sydney time). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

Control Number:

SRN/HIN:

PIN:

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.comS

For your proxy appointment to be effective it must be received by 2:00pm (Sydney time) Wednesday 17 November 2021.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: web.lumiagm.com/324375126

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

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Supply Network Limited ABN 12 003 135 680

Need assistance?

Phone:

1300 855 080 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 2:00pm (Sydney time) on Wednesday, 17 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company. S

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

S N L

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Supply Network Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Supply Network Limited to be held as a virtual meeting on Friday, 19 November 2021 at 2:00pm (Sydney time) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 2 (except where I/we have indicated a different voting intention in step 2) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

2	Remuneration Report
3	To re-elect Mr P W Gill as a Director

4 Amendment of Company Constitution

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3	Signature of Securityholder(s)	Signature of Securityholder(s)	This section must be completed.	This section must be completed.	This section must be completed.
Individual or Securityholder 1		Securityholder 2		Securityholder 3
						/ /
Sole Director &	Sole Company Secretary	Director		Director/Company Secretary		Date
Update your	communication details (Optional)			By providing your email address, you consent to receive future Notice
Mobile Number		Email	Address	of Meeting & Proxy communications electronically

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From:

Supply Network Limited

Sent: To: Subject:

Supply Network Limited 2021 Annual General Meeting

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NOTICE OF MEETING

The Supply Network Limited Annual General Meeting will be held on Friday, 19 November 2021 at 2:00pm (Sydney time) . You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To access the Notice of Meeting and other meeting documentation, to appoint a proxy, visit the link below.

APPOINT A PROXY

Proxy appointments must be received by 2:00pm (Sydney time) on Wednesday, 17 November 2021.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit web.lumiagm.com/324375126.

For instructions refer to the online user guide available here.

CONTACT COMPUTERSHARE

Supply Network Limited | ABN 12 003 135 680

You have received this message because you have elected to receive electronic securityholder communications. To change your preferences login to Investor Centre, select the "Communication Preferences" option and follow the prompts. We may occasionally send marketing material about products and services. To opt-out of receiving these communications, reply with the word "unsubscribe".

2

From: Supply Network Limited Sent: To: Subject: Supply Network Limited 2021 Annual General Meeting

Supply Network Limited

NOTICE OF MEETING

The Supply Network Limited Annual General Meeting will be held on Friday, 19 November 2021 at 2:00pm (Sydney time). You are encouraged to participate in the meeting using the following options:

MAKE YOUR VOTE COUNT

To access the Notice of Meeting and other meeting documentation, to appoint a proxy, visit the link below.

Appoint a proxy at https://www.investorvote.com.au/login

Proxy appointments must be received by 2:00pm (Sydney time) on Wednesday, 17 November 2021.

ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit https://web.lumiagm.com/324375126.

For instructions refer to the online user guide available at https://www.computershare.com.au/virtualmeetingguide.

Contact Computershare at https://www-au.computershare.com/Investor/contact

Supply Network Limited ABN 12 003 135 680

You have received this message because you have elected to receive electronic securityholder communications. To change your preferences login to Investor Centre (https://www-au.computershare.com/Investor), select the "Communication Preferences" option and follow the prompts. We may occasionally send marketing material about products and services. To opt-out of receiving these communications, reply with the word "unsubscribe".

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