THORNEY OPPORTUNITIES LTD - AGM Information 2021

ASX Announcement: 8 October 2021

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ASX Code: TOP

NOTICE OF 2021 ANNUAL GENERAL MEETING/ PROXY FORM

In accordance with ASX Listing Rule 3.17 please find following a copy of documents which have been emailed or mailed to shareholders today:

Notice of 2021 Annual General Meeting to be held as a virtual meeting on Monday, 8 November 2021 at 10:30am Australian Eastern Daylight Savings Time Chairman’s invitation letter Copy of Proxy form

To access the Thorney Opportunities Ltd 2021 Annual Report click here.

Please direct enquiries to: Craig Smith, Company Secretary Email: [email protected] Telephone: + 61 3 9921 7116 Website: https://thorney.com.au/thorney-opportunities/

THORNEY OPPORTUNITIES LTD ABN 41 080 167 264 Level 39, 55 Collins St. Melbourne VIC 3000 Australia

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NOTICE OF 2021 ANNUAL GENERAL MEETING

TIME: 10:30am (Australian Eastern Daylight Savings Time (AEDT)) DATE: Monday, 8 November 2021 VENUE: The AGM is to be held virtually. Shareholders will not be able to attend in person. You are invited to participate online.

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY

If you are unable to attend the Annual General Meeting, please complete the Proxy Form and return it in accordance with the instructions set out on that form. If you are in any doubt as to how to vote, you should contact your professional adviser as soon as possible. Should you wish to discuss a matter in the Notice of Meeting please do not hesitate to contact the Company Secretary, Craig Smith, at [email protected].

THORNEY OPPORTUNITIES LTD ABN 41 080 167 264 Level 39, 55 Collins St. Melbourne VIC 3000 Australia

HOW TO PARTICIPATE IN THE TOP AGM

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The 2021 Annual General Meeting ( AGM ) of Thorney Opportunities Ltd ABN 41 080 167 264 ( TOP or Company ) will be held at 10:30am ( AEDT ) on Monday, 8 November 2021 as a virtual meeting.

Due to Government restrictions and public health advice regarding public gatherings during the COVID-19 pandemic, Shareholders will not be able to attend the Meeting in person.

The Treasury Laws Amendment (2021 Measures No. 1) Bill 2021 (Cth) was passed on 10 August 2021. It acts to amend the operation of the Corporations Act to allow companies to hold virtual meetings and send notices of such meetings through electronic communications or by providing sufficient information to allow the recipient to access the notice electronically.

If you would like to request a hard copy of the Notice of Meeting please contact the Company Secretary, Craig Smith, at [email protected].

The ways that shareholders and proxyholders can participate and vote at the AGM:

1. WATCH, LISTEN TO AND OR ASK QUESTIONS AT THE AGM WEBINAR

From 9:30am (AEDT) on Monday, 8 November 2021, the day of the AGM, the following Lumi link will be active:

https://web.lumiagm.com/390188713

Attending the meeting online enables shareholders to view the AGM live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

2. VOTE IN ADVANCE OF THE AGM WEBINAR

The ways you can vote in advance of the AGM include:

online by visiting; www.votingonline.com.au/TOPAGM2021
by returning a completed Proxy Form by post to Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001; or
by faxing a completed Proxy Form to +612 9290 9655.

For your voting instructions to be valid and counted towards this AGM, please ensure that your Proxy Form is received no later than 10:30am (AEDT) on Saturday, 6 November 2021

THORNEY OPPORTUNITIES LTD ABN 41 080 167 264 Level 39, 55 Collins St. Melbourne VIC 3000 Australia

3. VOTE AT THE AGM WEBINAR

If you choose to participate in the AGM online, you will need a computer or mobile/tablet device with internet access.

If you choose to participate in the AGM online or via the LumiApp, you log in to the meeting by entering:

Your username , which is your Voting Access Code (VAC) , which can be located on the first page of your proxy form or Notice of Meeting email.
Your password , which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.
If you have been nominated as a third party proxy, please contact Boardroom on 1300 737 760 or via [email protected].

Participation in the meeting online enables Shareholders to view the AGM live, ask questions and cast votes during the meeting. All Shareholders will have an equal opportunity to participate in the online meeting regardless of their physical location. Shareholders, once verified, will be taken to be present at the AGM for all purposes, until either the meeting ends or the Shareholder exits the online platform. It is important that you are connected to the internet at all times during the AGM in order to vote.

Voting options

Voting on all resolutions at the AGM will be conducted by a poll.

Shareholders have three options to cast votes at the AGM:

Complete and return the Proxy Form to Boardroom no later than 10:30am AEDT on Saturday, 6 November 2021 ;
Appoint a proxy to vote on your behalf; or
Vote online during the AGM. When the poll is open, the vote icon will be accessible by selecting the voting icon at the top of your screen. Select your voting option (For/Against/Abstain) for each resolution. A message will appear at the top of the screen indicating the number of resolutions that you have voted on.

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Thorney Opportunities Ltd Notice of Annual General Meeting

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NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2021 Annual General Meeting of Thorney Opportunities Ltd ( TOP o Company ) will be held at:

VENUE: Meeting to be conducted virtually and accessible via a live webcast at: VOTING LINK: https://web.lumiagm.com/390188713 DATE: Monday, 8 November 2021 TIME: 10:30am (Australian Eastern Daylight Savings Time (AEDT))

AGENDA

ORDINARY BUSINESS

Item 1. Financial Statements and other reports

To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the Company and its controlled entity for the year ended 30 June 2021.

Item 2. Resolution 1 – Remuneration Report

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

“ That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the 2021 Remuneration Report for the year ended 30 June 2021 be adopted. ”

Note: The 2021 Remuneration Report is set out in the Company’s 2021 Annual Report. The vote on this resolution is advisory only and does not bind the Directors of the Company. A voting exclusion statement applies to this resolution.

Item 3. Resolution 2 – Re-election of Mr Henry D. Lanzer AM as director

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

“ That, Mr Henry Lanzer, having been previously appointed to the Board, who retires by rotation in accordance with rule 7.1(g)(1) of the Company’s Constitution and ASX Listing Rule 14.4, having consented to act and being eligible, be re-elected as a Director of the Company. ”

SPECIAL BUSINESS

Item 4. Resolution 3 – Adopt a new Constitution

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

“ That for the purposes of section 136(2) of the Corporations Act, the existing constitution of the Company be modified by making the amendments contained in the document tabled at the Annual General Meeting and signed by the Chair for the purposes of identification, effective at the close of this meeting.”

THORNEY OPPORTUNITIES LTD ABN 41 080 167 264 Level 39, 55 Collins St. Melbourne VIC 3000 Australia

Note: This Resolution is required under section 136(2) of the Corporations Act to approve the amendment of a Company’s Constitution. The proposed amendments to the Constitution are described in the Explanatory Memorandum accompanying this Notice of Meeting.

SPECIAL BUSINESS

To transact any other business which may be brought forward in accordance with the Company’s Constitution.

By Order of the Board

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Craig Smith ACIS, CPA Company Secretary 8 October 2021

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Thorney Opportunities Ltd Notice of Annual General Meeting

EXPLANATORY NOTES

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VOTING, PROXIES AND QUESTIONS

1. HOW TO VOTE

Shareholders can vote: Online by completing the online voting form at www.votingonline.com.au/TOPAGM2021 By any of the following means: Ahead of By mail Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 the In person Boardroom Pty Limited meeting: Level 12, 225 George Street Sydney NSW By facsimile +612 9290 9655 By attending the meeting virtually and voting at: On the https://web.lumiagm.com/390188713; or day of Appointing a proxy or attorney to attend the voting virtually and voting on the the shareholder’s behalf (see note 3 below) or meeting: In the case of a corporate shareholder, by appointing a corporate representative to attend virtually and voting (see note 6 below).

For further information on how to participate in, and vote at, the AGM, please refer to the detailed Online Voting User Guide at: https://www.thorney.com.au/TOP/LumiVotingGuide.pdf.

2. SHAREHOLDERS ELIGIBLE TO VOTE

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that a Shareholder is eligible to vote at the Meeting if they are registered as a holder of Shares in TOP as it appears in the Company’s share register at 7.00 pm AEDT on Saturday 6 November 2021 .

3. APPPOINTING PROXIES AND POWERS OF ATTORNEY

If you are entitled to vote at the Meeting, you can appoint a proxy or attorney to attend and to vote on your behalf. A proxy or attorney does not need to be a Shareholder in TOP and may be an individual or a body corporate.

If you are entitled to cast two or more votes, you may appoint two proxies and you may specify the proportion or number of votes each proxy or attorney is appointed to exercise. If no proportion or number is specified, each proxy or attorney may exercise half of your votes. Fractions of votes will be disregarded. If you wish to appoint two proxies, please contact the Share Registry on 1300 737 760 (within Australia) or + 612 9290 9600 (outside Australia) between 9.00am and 5.00pm AEDT to request a second proxy form. Both forms should be returned together in the same envelope if being sent by mail.

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Thorney Opportunities Ltd Notice of Annual General Meeting

4. VOTING BY PROXIES

Votes may be cast as ‘For’, ‘Against’ or you may ‘Abstain’ from voting on a resolution.

To indicate how you want the proxyholder to vote on a resolution, indicate your voting instruction by selecting ‘For’, ‘Against’ or ‘Abstain’ or insert the number of shares or percentage of shares that you wish to vote in the appropriate box. A valid voting direction must not exceed the total number of shares held or 100 percent. If you ‘Abstain’ from voting your votes will not be counted in calculating the required majority on a poll.

Under the Coronavirus Determination, all votes taken at the virtual meeting must be taken on a poll and not a show of hands. If the proxy form directs the proxy how to vote on a particular resolution they may do so by joining the meeting at www.web.lumiagm.com/390188713 and following the voting instructions contained in this notice of meeting and available through the Lumi platform.

Default to the Chairman of the meeting

If:

a Shareholder has appointed a proxy other than the Chairman of the meeting;
the appointment of the proxy directs the proxy how to vote on the resolution; and
the Shareholder’s proxy either:
does not attend the Meeting; or
attends the Meeting but does not vote on the resolution,

then the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that Shareholder for the purposes of voting on that resolution.

In these circumstances, the Chairman of the meeting must vote in accordance with the written direction of that Shareholder.

5. LODGING YOUR PROXY FORM

Your completed proxy form must be received by the Share Registry no later than 10:30am AEDT on Saturday 6 November 2021 . You can lodge your completed proxy form with the Share Registry in person, by post, by fax or online:

In person: By post: Boardroom Pty Limited Thorney Opportunities Ltd Level 12 c/- Boardroom Pty Limited 225 George Street GPO Box 3993 Sydney, NSW 2000 Sydney, NSW 2001 By fax: Online: Boardroom Pty Limited www.votingonline.com.au/TOPAGM2021 +61 2 9290 9655

Powers of attorney

If you have appointed an attorney to attend and vote at the AGM, or if your proxy form is signed by an attorney, you must provide the power of attorney (or a certified copy of the power of attorney) to the Share Registry by no later than 10:30am AEDT on Saturday, 6 November 2021, unless this document has previously been lodged with the Share Registry.

You may deliver the power of attorney to the Share Registry by mail to Thorney Opportunities Ltd c/- Boardroom Pty Limited, GPO Box 3993, Sydney, NSW, Australia 2001 or (in person to) Level 12, 225 George Street, Sydney, NSW 2000.

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Thorney Opportunities Ltd Notice of Annual General Meeting

6. CORPORATE REPRESENTATIVES

If a corporate shareholder wishes to appoint a person to act as its representative at the meeting, that person should be provided with a letter or certificate authorising him or her as the company’s representative (executed in accordance with the company’s constitution) or with a copy of the resolution appointing the representative, certified by a secretary or director of the company. A form of appointment of corporate representative may be obtained from the share registry, Boardroom, online at investorserve.com.au or on 1300 737 760 (within Australia) or +61 2 9290 9600 (internationally).

The form attaching the letter, certificate or certified resolution referred to above must be received by Boardroom at GPO Box 3993, Sydney NSW 2001 or facsimile on +61 2 9290 9655, no later than the commencement of the meeting, unless it has previously been lodged with the share registry, Boardroom.

7. CONDUCT OF THE MEETING

The Chairman intends to exercise his discretion to ensure that the AGM is conducted in an orderly manner and that people feel respected at all times. To assist with this, the Board requests that all shareholders be courteous and respectful to the AGM attendees, and ask questions which are concise and relevant to the business of the AGM.

This meeting is a virtual meeting and there is the possibility of technical issues arising. In the event of a technical disruption to AGMs proceedings, the meeting will adjourn and resume at 1pm on the same day of the meeting. The Chairman of the AGM may issue any instructions or directions to resolve the issue. In the event the adjourned meeting cannot resume at 1pm, an ASX announcement will be issued with further information.

8. HOW TO ASK QUESTIONS

Shareholders can submit questions:	Shareholders can submit questions:
	Ahead of the meeting: By no later than 5:00pm (AEDT) Monday 11 November 2021 by any of the following means: By mail using the ‘Ask the Board’ facility within the online voting site at www.votingonline.com.au/TOPAGM2021;or In personmailing or faxing questions to Boardroom Pty Limited at GPO Box 3993, Sydney NSW 2001 (facsimile number +612 9290 9655). On the day of the meeting: Shareholders will be able to ask questions once logged into the Lumi voting platform by selecting the questions icon. To ask a question tap on the messaging icon, type your question in the chat box at the top of the screen and select the send icon. Confirmation that your message has been received will appear. To ask a question verbally follow the instructions on the home page of the virtual meeting platform, if verbal questions are available for the meeting.

The Chairman of the AGM will allow shareholders a reasonable opportunity to ask questions about, or make comments on, the management of the Company, audit matters, the remuneration report and other items of business before the AGM.

The Company’s Auditor will be present at the AGM to answer questions regarding the conduct of the audit and the Auditor’s Report.

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Thorney Opportunities Ltd Notice of Annual General Meeting

9. VOTING RESTRICTIONS

Item 2: Resolution 1 (Remuneration Report)

In accordance with section 250R of the Corporations Act and the ASX Listing Rules, the Company will disregard any votes cast on Resolution 1:

by or on behalf of a member of the key management personnel (“ KMP ”), details of whose remuneration are included in the Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast, or
as a proxy by a person who is a member of the Company’s KMP at the date of the meeting or their closely related parties.

However, a vote may be cast on Resolution 1 by such a person as proxy for a person entitled to vote on Resolution 1 if:

the proxy appointment is in writing and specifies how the proxy is to vote on Resolution 1 ; or
the proxy is the Chairman of the meeting; and
the appointment does not specify the way the proxy is to vote on Resolution 1 ; and
the appointment expressly authorises the Chairman of the meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of the KMP.

If you appoint the Chairman of the meeting as your proxy on Resolution 1 or the Chairman is appointed your proxy by default, and you do not direct your proxy on how to vote on that resolution, you will be expressly authorising the Chairman of the meeting to exercise your proxy even if that resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman of the meeting intends to vote undirected proxies in favour of Resolution 1.

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Thorney Opportunities Ltd Notice of Annual General Meeting

EXPLANATORY STATEMENT

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ITEMS OF BUSINESS

These Explanatory Notes have been prepared to assist Shareholders to consider the Resolutions set out in the Notice of Meeting.

This Explanatory Statement forms part of, and should be read in conjunction with, the Notice of Meeting. The Directors recommend that Shareholders read this Explanatory Statement in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Statement.

Subject to the voting exclusions for the resolutions (set out above), on a poll, every Shareholder has one vote for each Share held.

Voting on all proposed resolutions at the meeting will be conducted by poll.

The Chairman of the meeting intends to vote undirected proxies in favour of each of the resolutions.

A personalised proxy form accompanies the Notice of Annual General Meeting which has been sent to Shareholders along with the Chairman’s letter.

ORDINARY BUSINESS

ITEM 1 – FINANCIAL STATEMENTS AND OTHER REPORTS

The Corporations Act requires that the Financial Report, the Directors’ Report and Auditor’s Report be considered at the Meeting. Shareholders are not required to vote on these reports.

The Chairman of the meeting will give Shareholders a reasonable opportunity to ask questions and make comments on the reports. Shareholders will also be given a reasonable opportunity to ask the Auditor questions about the conduct of the audit and the content of the Auditor’s Report.

ITEM 2 – REMUNERATION REPORT

The 2021 Remuneration Report outlines the Key management personnel ( KMP ) remuneration arrangements of the Company in accordance with the requirements of the Corporations Act and its Regulations for the financial year ended 30 June 2021.

The 2021 Remuneration Report is included on pages 11-13 of TOP’s 2021 Annual Report and is available on TOP’s website here.

The Chairman of the meeting will give Shareholders a reasonable opportunity to ask questions about or make comments on the 2021 Remuneration Report.

The vote on the 2021 Remuneration Report is advisory and will not bind TOP or its Directors. However, the Board will take the outcome of the vote into consideration when reviewing the future remuneration practices and policies of TOP. If at least 25% of the votes cast on the resolution are against adoption of the 2021 Remuneration Report at the Meeting, then:

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Thorney Opportunities Ltd Notice of Annual General Meeting

if comments are made on the 2021 Remuneration Report at the AGM, the Company's Remuneration Report in respect of the financial year ending on 30 June 2021 will be required to include an explanation of the Board's proposed action in response to those comments or, if no action is proposed, the reasons why; and
if, at the Company's 2021 AGM, at least 25% of the votes cast on the resolution for adoption of the 2021 Remuneration Report are against its adoption, the Company will be required to put to Shareholders a resolution proposing that a general meeting ( Spill Meeting ) be held within 90 days to consider the election of Directors of the Company ( Spill Resolution ). The Spill Meeting must be held within 90 days of the date of the 2021 annual general meeting. If more than 50% of the votes cast on the Spill Resolution are in favour of the Spill Resolution, the Spill Resolution will be passed and all of the Directors in office at the 2021 annual general meeting (other than the managing director) will cease to hold office immediately before the end of the Spill Meeting, unless they are re-elected at the Spill Meeting.

It is noted that at the Company’s last AGM, the votes cast against the 2020 Remuneration Report represented less than twenty-five (25%) per cent of the total votes cast and accordingly, a spill resolution will not under any circumstances be required for this AGM.

In accordance with Section 250SA of the Corporations Act, Shareholders will be provided with a reasonable opportunity to ask questions concerning, or make comments on, the 2021 Remuneration Report at the AGM.

This Resolution is an ordinary resolution. A voting restriction applies to this Resolution as detailed in section 9 of this Notice of Meeting. As this Resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with section 250R(2) of the Corporations Act, makes no recommendations regarding this Resolution.

Subject to the voting restrictions set out on page 7, the Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

ITEM 3 – RE-ELECTION OF MR HENRY D. LANZER AM AS A DIRECTOR

Mr Henry D. Lanzer AM, B.Com., LLB (Melb), retires by rotation in accordance with ASX Listing Rule 14.4 and rule 7.1(g)(1) of TOP’s Constitution and, having consented to act and being eligible, offers himself for re-election.

This Resolution is an ordinary resolution.

Clause 7.1(g)(1) of the Company’s Constitution and ASX Listing Rule 14.4 requires each Director who has held office past the third annual general meeting of the Company or three years since the director’s last election (whichever is longer) to retire from office and offer themselves for reelection. Mr Lanzer was last elected by Shareholders at the Company’s 2018 annual general meeting.

Henry D. Lanzer AM was appointed a director of the Company on 21 November 2013 and he is Chairman of the TOP Audit and Risk Committee.

Mr Lanzer is Managing Partner of Arnold Bloch Leibler - a leading Australian commercial law firm - and has over 40 years’ experience in providing legal and strategic advice to some of Australia’s leading companies.

Mr Lanzer is also a director of Premier Investments Limited, a director of Just Group Limited and previously a director of the TarraWarra Museum of Art. He is a Life Governor of the Mount Scopus College Council. In June 2015 Mr Lanzer was appointed as a Member of the Order of Australia.

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Thorney Opportunities Ltd Notice of Annual General Meeting

The Board (excluding Mr Lanzer) recommends that Shareholders vote in favour of this resolution.

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

SPECIAL BUSINESS

ITEM 4 – ADOPT A NEW CONSTITUTION

The Company proposes to make amendments to its Constitution by special resolution of Shareholders under section 136(2) of the Corporations Act to bring the Constitution in line with current laws and corporate governance practices. The proposed amendments include changes:

in relation to the laws pertaining to virtual meetings and other electronic arrangements (such as electronic execution of documents) enacted by parliament, Treasury Laws Amendment (2021 Measures No.1) Act 2021 , passed on 10 August 2021;
to comply with potential implications of US securities laws and permit the Company to restrict persons who are (or who hold securities on behalf of) US Persons (as defined in Rule 902(k) under the US Securities Act of 1933) who are not Qualified Purchasers (as defined in section 2(a)(51) of the US Investment Company Act of 1940) or Knowledgeable Employees (as defined in Rule 3c -5 under the US Investment Company Act) from acquiring securities in the Company.

Under section 136(2) of the Corporations Act, a company can modify its constitution or a provision of its constitution by special resolution of its shareholders. Under section 137(a) of the Corporations Act, the modification is effective on the date on which Resolution is passed, if it specifies no later date. As such, if this Resolution is passed, the amended Constitution will be in effect from the date of the Meeting.

A marked up version of the proposed amendments to the Constitution is attached as an annexure to this Notice of Meeting.

This Resolution is a special resolution and so requires the approval of 75% or more of the votes cast by Shareholders.

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

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Thorney Opportunities Ltd Notice of Annual General Meeting

EXPLANATORY NOTES

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GLOSSARY

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

" $ " means Australian dollars;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" ASX Listing Rules " means the official listing rules of ASX;

" Board " means the current board of Directors;

" Chairman " means the chairman of the Meeting.

" Company " means Thorney Opportunities Ltd ACN 080 167 264;

" Corporations Act " means Corporations Act 2001 (Cth);

" Directors " mean the current directors of the Company;

" Explanatory Statement " means the explanatory statement accompanying this Notice of Meeting;

“ Lumi ” is a virtual platform which captures secure login and facilitates questions and polling;

" Meeting " means the annual general meeting of Shareholders to be held as a virtual meeting on 8 November 2021 at 10:30am (AEDT);

" Notice of Meeting " means this notice of annual general meeting, including the Explanatory Statement and the Proxy Form;

" Proxy Form " means the proxy form attached to this Notice of Meeting;

" Resolution " means any or all of the resolutions set out in this Notice of Meeting, as the context requires;

" Share " means a fully paid ordinary share in the capital of the Company;

" Share Registry " means Boardroom Pty Limited; and

" Shareholder " means a holder of a Share.

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Thorney Opportunities Ltd Notice of Annual General Meeting

ANNEXURE

Thorney Opportunities Ltd ACN 080 167 264

Constitution

This constitution was presented to the general meeting of the above company held on 8 November 2021 and is signed by me for the purpose of identification

…………………………………………… Alex Waislitz Chair

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Thorney Opportunities Ltd Notice of Annual General Meeting

Constitution

1.	Preliminary .......................................................................................................................1	Preliminary .......................................................................................................................1
	1.1	Application of the Corporations Act ....................................................................1
	1.2	Definitions ............................................................................................................1
	US Excluded Person has the meaning given in Rule 902(k) of Regulation S under the US
		Securities Act of 1933. .........................................................................................3
	1.3	Interpretation ........................................................................................................3
	1.4	Powers under this constitution .............................................................................4
	1.5	Payments ..............................................................................................................5
	1.6	ASX Listing Rules compliance ............................................................................6
2.	Share capital .....................................................................................................................6
	2.1	Shares ...................................................................................................................6
	2.2	Preference shares ..................................................................................................7
	2.3	Issue of shares of same class ................................................................................9
	2.4	Joint holders of shares ..........................................................................................9
	2.5	Equitable and other claims ...................................................................................9
	2.6	Employee share plans and employee option plans .............................................10
3.	Calls, forfeiture, indemnities, lien and surrender ...........................................................10
	3.1	Calls ....................................................................................................................10
	3.2	Proceedings for recovery of calls .......................................................................11
	3.3	Payments in advance of calls .............................................................................11
	3.4	Forfeiture of partly paid shares ..........................................................................12
	3.5	Indemnity for payments by the company ...........................................................13
	3.6	Lien on shares ....................................................................................................14
	3.7	Surrender of shares .............................................................................................14
	3.8	General provisions applicable to a disposal of shares under this constitution ...15
	3.9	Interest payable by member ...............................................................................16

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Constitution

4.	Distributions ...................................................................................................................16	Distributions ...................................................................................................................16
	4.1	Dividends ...........................................................................................................16
	4.2	Capitalisation of profits and other amounts .......................................................18
	4.3	Additional powers ..............................................................................................18
	4.4	Reserves .............................................................................................................19
	4.5	Carry forward of profits .....................................................................................19
	4.6	Dividend reinvestment plans ..............................................................................20
	4.7	Dividend selection plans ....................................................................................20
5.	Transfer and transmission of shares ...............................................................................20
	5.1	Transfer of shares ...............................................................................................20
	5.2	Registration of transfers .....................................................................................21
	5.3	Power to suspend registration of transfers .........................................................21
	5.4	Transmission of shares .......................................................................................21
	5.5	Listed company ..................................................................................................22
	5.6	Small holdings ....................................................................................................23
	5.7	Excluded US Person–Compulsory Sale ...........................................................25
	5.8	Proportional takeover approval ..........................................................................26
6.	General meetings ............................................................................................................27
	6.1	Calling general meetings ....................................................................................27
	6.2	Virtual meetings .................................................................................................27
	6.3	Notice of general meetings .................................................................................28
	6.4	Admission to general meetings ..........................................................................29
	6.5	Quorum at general meetings ..............................................................................29
	6.6	Chair of general meetings ..................................................................................30
	6.7	Conduct of general meetings ..............................................................................31
	6.8	Decisions at general meetings ............................................................................31
	6.9	Voting rights .......................................................................................................32

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Constitution

	6.10	Representation at general meeting .....................................................................34
	6.11	Separate class meetings ......................................................................................36
	6.12	Direct voting .......................................................................................................37
7.	Directors .........................................................................................................................37
	7.1	Appointment and removal of directors ..............................................................37
	7.2	Vacation of office ...............................................................................................39
	7.3	Remuneration and expenses ...............................................................................39
	7.4	Share qualification .............................................................................................40
	7.5	Membership requirement ...................................................................................40
	7.6	Interested directors .............................................................................................40
	7.7	Powers and duties of directors ...........................................................................42
	7.8	Proceedings of directors .....................................................................................43
	7.9	Convening of meetings of directors ...................................................................43
	7.10	Notice of meetings of directors ..........................................................................43
	7.11	Quorum at meetings of directors ........................................................................44
	7.12	Chair and deputy chair of directors ....................................................................44
	7.13	Decisions of directors .........................................................................................45
	7.14	Written resolutions .............................................................................................45
	7.15	Alternate directors ..............................................................................................46
	7.16	Committees of directors .....................................................................................47
	7.17	Delegation to individual directors ......................................................................48
	7.18	Validity of acts ...................................................................................................48
8.	Executive officers ...........................................................................................................48
	8.1	Managing directors, deputy managing directors and executive directors ..........48
	8.2	Associate directors .............................................................................................48
	8.3	Secretaries ..........................................................................................................49
	8.4	Terms of office ...................................................................................................49

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9.	Indemnity and insurance.................................................................................................50	Indemnity and insurance.................................................................................................50
	9.1	Indemnity ...........................................................................................................50
	9.2	Insurance ............................................................................................................51
	9.3	Savings ...............................................................................................................51
	9.4	Officer ................................................................................................................52
10.	Winding-up .....................................................................................................................52
	10.1	Distribution of surplus ........................................................................................52
	10.2	Division of property ...........................................................................................52
11.	Minutes and records .......................................................................................................53
	11.1	Minute books ......................................................................................................53
	11.2	Minutes ...............................................................................................................54
	11.3	Electronic minutes ..............................................................................................54
	11.4	Evidence .............................................................................................................54
	11.5	Inspection of records ..........................................................................................54
12.	Execution of documents .................................................................................................54
	12.1	Manner of execution ..........................................................................................54
	12.2	Common seal ......................................................................................................54
	12.3	Safe custody of seal ............................................................................................55
	12.4	Executing documents without a seal ..................................................................55
	12.5	Use of seal ..........................................................................................................55
	12.6	Seal register ........................................................................................................55
	12.7	Duplicate seal .....................................................................................................56
	12.8	Share seal or certificate seal ...............................................................................56
	12.9	Sealing and signing of certificates .....................................................................56
13.	Notices	............................................................................................................................56
	13.1	Notices by the company to members .................................................................56
	13.2	Documents distributed by electronic means ......................................................58

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~~1~~		13.3 Right to receive hard copies ...............................................................................58 13.4 Notices by the company to the directors ............................................................59 13.5 Notices posted to addresses outside the Commonwealth ...................................59 13.6 Time of service ...................................................................................................59 13.7 Other communications and documents ..............................................................59 13.8 Notices in writing ...............................................................................................59 ~~Preliminar 1~~	13.3 Right to receive hard copies ...............................................................................58 13.4 Notices by the company to the directors ............................................................59 13.5 Notices posted to addresses outside the Commonwealth ...................................59 13.6 Time of service ...................................................................................................59 13.7 Other communications and documents ..............................................................59 13.8 Notices in writing ...............................................................................................59 ~~Preliminar 1~~	13.3 Right to receive hard copies ...............................................................................58 13.4 Notices by the company to the directors ............................................................59 13.5 Notices posted to addresses outside the Commonwealth ...................................59 13.6 Time of service ...................................................................................................59 13.7 Other communications and documents ..............................................................59 13.8 Notices in writing ...............................................................................................59 ~~Preliminar 1~~
	~~.~~	~~y.......................................................................................................................~~ ~~11~~ ~~Alication of the Cororations Act 1~~
~~2~~		~~1~~
		~~.~~		~~pp p....................................................................~~ ~~Definitions 1~~
		~~1~~
		~~.~~		~~............................................................................................................~~ ~~Interretation 3~~
		~~1~~
		~~.~~		~~p ........................................................................................................~~ ~~Poers nder this constittion 4~~
		~~1~~
		~~.~~		~~w u u .............................................................................~~ ~~Paments 5~~
		~~1~~
		~~.~~		~~y..............................................................................................................~~ ~~ASX Listin Rles comliance 5~~
		~~1~~
		~~.~~
	~~.~~		~~p.....................................................................................................................~~ ~~Shares 6~~
~~3~~		~~2~~
		~~.~~		~~...................................................................................................................~~ ~~Preference shares 7~~
		~~2~~
		~~.~~		~~..................................................................................................~~ ~~Isse of shares of same class 9~~
		~~2~~
		~~.~~		~~u................................................................................~~ ~~Joint holders of shares 9~~
		~~2~~
		~~.~~		~~..........................................................................................~~ ~~Eitable and other claims 9~~
		~~2~~
		~~.~~		~~qu...................................................................................~~ ~~Emloee share lans and emloee otion lans 9~~
		~~2~~
		~~.~~
	~~.~~	~~, u, , u ...........................................................~~ ~~31~~ ~~Calls 10~~
		~~3~~
		~~.~~		~~....................................................................................................................~~ ~~Proceedins for recoer of calls 11~~
		~~3~~
		~~.~~		~~g vy.......................................................................~~ ~~Paments in adance of calls 11~~
		~~3~~
		~~.~~		~~y v.............................................................................~~ ~~Forfeitre of artl aid shares 11~~
		~~3~~
		~~.~~		~~u py p ..........................................................................~~ ~~Indemnit for aments b the coman 13~~
		~~3~~
		~~.~~		~~y py y py...........................................................~~ ~~Lien on shares 13~~
		~~36~~

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~~4~~		~~3~~	~~Srrender of shares 14~~
		~~.~~	~~u.............................................................................................~~ ~~General roisions alicable to a disosal of shares nder this constittion 14~~
		~~3~~
		~~.~~	~~pv pp p u u...~~ ~~Interest aable b member 16~~
		~~3~~
		~~.~~
	~~.~~		~~...................................................................................................................~~ ~~Diidends 16~~
~~5~~		~~4~~
		~~.~~	~~v...........................................................................................................~~ ~~Caitalisation of rofits and other amonts 17~~
		~~4~~
		~~.~~	~~p p u.......................................................~~ ~~Additional oers 18~~
		~~4~~
		~~.~~	~~pw..............................................................................................~~ ~~Reseres 19~~
		~~4~~
		~~.~~	~~v.............................................................................................................~~ ~~Carr forard of rofits 19~~
		~~4~~
		~~.~~	~~y w p .....................................................................................~~ ~~Diidend reinestment lans 19~~
		~~4~~
		~~.~~	~~v v p..............................................................................~~ ~~Diidend selection lans 19~~
		~~4~~
		~~.~~
	~~.~~		~~...............................................................................~~ ~~Transfer of shares 20~~
~~6~~		~~5~~
		~~.~~	~~...............................................................................................~~ ~~Reistration of transfers 21~~
		~~5~~
		~~.~~	~~g.....................................................................................~~ ~~Poer to ssend reistration of transfers 21~~
		~~5~~
		~~.~~	~~w up g.........................................................~~ ~~Transmission of shares 21~~
		~~5~~
		~~.~~	~~.......................................................................................~~ ~~Listed coman 22~~
		~~5~~
		~~.~~	~~py..................................................................................................~~ ~~Small holdins 23~~
		~~5~~
		~~.~~	~~g....................................................................................................~~ ~~Proortional takeoer aroal 24~~
		~~5~~
		~~.~~
	~~.~~		~~g............................................................................................................~~ ~~Callin eneral meetins 25~~
		~~6~~
		~~.~~	~~g g g....................................................................................~~ ~~Notice of eneral meetins 25~~
		~~6~~
		~~.~~	~~g g.................................................................................~~ ~~Admission to eneral meetins 26~~
		~~6~~
		~~.~~	~~g g..........................................................................~~ ~~Qorm at eneral meetins 27~~
		~~6~~
		~~.~~	~~uu g g..............................................................................~~ ~~Chair of eneral meetins 27~~
		~~6~~
		~~.~~	~~g g..................................................................................~~ ~~Condct of eneral meetins 28~~
		~~6~~
		~~.~~	~~u g g..............................................................................~~ ~~Decisions at eneral meetins 28~~
		~~6~~
		~~.~~	~~g g............................................................................~~

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~~7~~		~~6~~		~~Votin rihts 29~~
		~~.~~		~~g g .......................................................................................................~~ ~~Reresentation at eneral meetin 31~~
		~~6~~
		~~.~~		~~p g g.....................................................................~~ ~~Searate class meetins 34~~
		~~.~~
	~~.~~			~~.........................................................................................................................~~ ~~Aointment and remoal of directors 34~~
~~8~~		~~7~~
		~~.~~		~~pp v..............................................................~~ ~~Vacation of office 35~~
		~~7~~
		~~.~~		~~...............................................................................................~~ ~~Remneration and exenses 36~~
		~~7~~
		~~.~~		~~u p...............................................................................~~ ~~Share alification 37~~
		~~7~~
		~~.~~		~~qu.............................................................................................~~ ~~Membershi reirement 37~~
		~~7~~
		~~.~~		~~p qu ...................................................................................~~ ~~Interested directors 37~~
		~~7~~
		~~.~~		~~.............................................................................................~~ ~~Poers and dties of directors 38~~
		~~7~~
		~~.~~		~~w u...........................................................................~~ ~~Proceedins of directors 39~~
		~~7~~
		~~.~~		~~g.....................................................................................~~ ~~Conenin of meetins of directors 40~~
		~~7~~
		~~.~~		~~vg g...................................................................~~ ~~Notice of meetins of directors 40~~
		~~.~~		~~g..........................................................................~~ ~~Qorm at meetins of directors 40~~
		~~71~~
		~~.~~		~~uu g........................................................................~~ ~~Chair and det chair of directors 41~~
		~~71~~
		~~.~~		~~puy....................................................................~~ ~~Decisions of directors 42~~
		~~71~~
		~~.~~		~~.........................................................................................~~ ~~Written resoltions 42~~
		~~71~~
		~~.~~		~~u.............................................................................................~~ ~~Alternate directors 42~~
		~~71~~
		~~.~~		~~..............................................................................................~~ ~~Committees of directors 44~~
		~~71~~
		~~.~~		~~.....................................................................................~~ ~~Deleation to indiidal directors 44~~
		~~71~~
		~~.~~		~~g vu......................................................................~~ ~~Validit of acts 44~~
		~~71~~
		~~.~~
	~~.~~		~~u~~	~~v ...........................................................................................................~~ ~~Manain directors det manain directors and exectie directors 45~~
		~~8~~
		~~.~~		~~gg , puy gg uv..........~~ ~~Associate directors 45~~
		~~8~~
		~~.~~		~~.............................................................................................~~ ~~Secretaries 45~~
		~~8~~
		~~.~~		~~..........................................................................................................~~ ~~Terms of office 46~~
		~~84~~

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~~9~~		~~Indemnit and insrance 46~~	~~Indemnit and insrance 46~~	~~Indemnit and insrance 46~~
		~~y u.................................................................................................~~ ~~91~~ ~~Indemnit 46~~
		~~9~~
		~~.~~		~~y...........................................................................................................~~ ~~Insrance 48~~
		~~9~~
		~~.~~		~~u ............................................................................................................~~ ~~Sains 48~~
		~~9~~
		~~.~~		~~vg...............................................................................................................~~ ~~Officer 48~~
		~~9~~
		~~.~~
	~~.~~	~~gup .....................................................................................................................~~ ~~101~~ ~~Distribtion of srls 49~~
~~11~~		~~10~~
		~~.~~		~~u upu........................................................................................~~ ~~Diision of roert 49~~
		~~10~~
		~~.~~
	~~.~~		~~u~~	~~.......................................................................................................~~ ~~Minte books 50~~
~~12~~		~~11~~
		~~.~~		~~u......................................................................................................~~ ~~Mintes 50~~
		~~11~~
		~~.~~		~~u...............................................................................................................~~ ~~Eidence 50~~
		~~11~~
		~~.~~		~~v .............................................................................................................~~ ~~Insection of records 51~~
		~~11~~
		~~.~~
	~~.~~		~~u~~	~~u .................................................................................................~~ ~~Manner of exection 51~~
~~13~~		~~12~~
		~~.~~		~~u..........................................................................................~~ ~~Common seal 51~~
		~~12~~
		~~.~~		~~......................................................................................................~~ ~~Safe cstod of seal 51~~
		~~12~~
		~~.~~		~~uy............................................................................................~~ ~~Use of seal 51~~
		~~12~~
		~~.~~		~~..........................................................................................................~~ ~~Seal reister 51~~
		~~12~~
		~~.~~		~~g........................................................................................................~~ ~~Dlicate seal 52~~
		~~12~~
		~~.~~		~~up.....................................................................................................~~ ~~Share seal or certificate seal 52~~
		~~12~~
		~~.~~		~~...............................................................................~~ ~~Sealin and sinin of certificates 52~~
		~~12~~
		~~.~~
	~~.~~			~~............................................................................................................................~~ ~~Notices b the coman to members 53~~
		~~13~~
		~~.~~		~~y py .................................................................~~ ~~Notices b the coman to the directors 54~~
		~~13~~
		~~.~~		~~y py............................................................~~ ~~Notices osted to addresses otside the Commonealth 54~~
		~~13~~
		~~.~~		~~p u w...................................~~ ~~Time of service 54~~
		~~134~~

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~~13~~		~~Other commnications and docments 54~~
~~.~~		~~u u..............................................................~~ ~~Notices in ritin 54~~
~~13~~
~~.~~		~~wg...............................................................................................~~

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Thorney Opportunities Ltd ACN 080 167 264

1. Preliminary

1.1 Application of the Corporations Act

(a) This constitution is subject to the Corporations Act.
(b) The replaceable rules for a company under the Corporations Act do not apply to the company.
(c) In this constitution, unless the context otherwise requires:
(1) a term in a rule about a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and
(2) subject to paragraph (1) above, a term in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.

1.2 Definitions

In this constitution, unless the context otherwise requires:

Approved Financial Product has the same meaning as in the ASX Settlement Operating Rules;

ASX Settlement Operating Rules means the operating rules (as defined in chapter 7 of the Corporations Act) of CHESS which are known as the ASX Settlement Operating Rules;

ASX means ASX Limited;

ASX Listing Rules means the listing rules (as defined in chapter 7 of the Corporations Act) of the Australian Securities Exchange which are known as the ASX Listing Rules;

Australian Securities Exchange means the financial market (as defined in chapter 7 of the Corporations Act) operated by ASX which is known as the Australian Securities Exchange;

business day has the same meaning as in the ASX Listing Rules;

CHESS means the clearing and settlement facility (as defined in chapter 7 of the Corporations Act) operated by ASX Settlement Pty Limited which is known as the Clearing House Electronic Subregister System or CHESS;

Commonwealth means the Commonwealth of Australia and its external territories;

company means the company specified on the front cover of this constitution;

Corporations Act means the Corporations Act 2001 (Cth);

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dividend reinvestment plan means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares to apply the dividends payable on those shares to subscribe for additional shares in the company;

dividend selection plan means a plan whereby participating members, subject to the terms of the plan, elect in respect of some or all of their shares:

(a) to receive the dividends payable on those shares wholly or partly by way of a payment out of any particular fund or reserve or out of profits derived from any particular source; or
(b) not to receive the dividends payable on those shares, and in place of those dividends to receive some other form of distribution from the company or another body corporate or a trust, including paid up shares or other securities of the company, other body corporate or trust;

employee share plan or employee option plan means a plan whereby selected directors, officers and employees of the company and its related bodies corporate, subject to the terms of the plan, may be issued shares or options over shares in the company;

executive director means a director of the company who is an officer or holds an office referred to in rule 8 or is an employee of the company or a related body corporate;

Excluded US Person has the meaning given in rule 5.7 of this constitution.

Knowledgeable Employee has the meaning given in Rule 3c-5 under the US Investment Company Act of 1940;

non-executive director means a director of the company who is not an executive director;

Qualified Purchaser has the meaning given in section 2(a)(51) of the US Investment Company Act of 1940 and the rules and regulations of the US Securities and Exchange Commission ;

representative means, for a body corporate, a representative under section 250D of the Corporations Act or a corresponding previous law;

restriction agreement has the same meaning as in the ASX Listing Rules;

restricted securities has the same meaning as in the ASX Listing Rules;

seal means any common seal, duplicate seal, certificate seal or share seal of the company; and

transmission event means:

(a) for an individual:
(1) the death of individual;
(2) the bankruptcy of the individual;

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  - (3) the individual becoming of unsound mind; or

  - (4) the individual becoming a person, who is or whose estate is, liable to be dealt with under a law about mental health; and

(b) for a body corporate:
- (1) the dissolution of the body corporate; or
- (2) the succession by another body corporate to the assets and liabilities of the body corporate.
~~(2)~~ US Excluded Person has the meaning given in Rule 902(k) of Regulation S under the US Securities Act of 1933 .

1.3 Interpretation

In this constitution headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires:

(a) a reference to a word includes the singular and the plural of the word and vice versa;
(b) a reference to a gender includes any gender;
(c) if a word or phrase is defined, then other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;
(d) a term which refers to a person includes a person in any capacity, a body corporate, an unincorporated body (for example a society or association), a trust, a partnership, a sovereign state, a government or a government department or agency;
(e) a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;
(f) a reference to a statute or regulation or a provision of a statute or regulation is a reference to that statute, regulation or provision as amended or a statute, regulation or provision replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute;
(g) a reference to a document is a reference to a document of any kind including but not limited to an agreement in writing, a certificate, a notice, or an instrument;
(h) a reference to an entity, other than the company or a member, which ceases to exist or whose powers or functions are transferred to another entity, is a reference to the entity which replaces it or which substantially succeeds to its powers or functions;
(i) a member is present at a general meeting if the member is present in person or by proxy, attorney or representative and whether physically or by electronic means;

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(j) a director is present at a meeting of directors if the director is present in person or by alternate director and whether physically or by electronic means;
(k) a reference in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position;
(l) a reference to a partly paid share is a reference to a share on which there is an amount unpaid; and
(m) a reference in a rule about partly paid shares to a call or an amount called for a share includes but is not limited to a reference to a sum, that by the terms of issue of a share, becomes payable on issue or at a fixed date.

1.4 Powers under this constitution

(a) The company may take any action or exercise any power which under the Corporations Act a company limited by shares may do if authorised by its constitution.
(b) The company may do these things, in any manner permitted by the Corporations Act.
(c) If under this constitution a person may do a particular act or thing, then the person does the act or thing at that person’s discretion.
(d) Subject to an express term to the contrary:
(1) if this constitution confers a power, then the person may exercise the power as necessary and for the period the person holds the office; and
(2) if this constitution imposes a duty, then the person must perform the duty as necessary and for the period the person holds the office.
(e) If this constitution confers power on a person to delegate a function or power then the person may:
(1) delegate concurrently or to the exclusion of that person’s performance or exercise of that function or power;
(2) delegate generally; or
(3) limit the delegation in the manner that the person sets out in the delegation.
(f) The delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of, a specified office or position.
(g) The delegation may include the power to delegate.
(h) If the person’s action depends upon the opinion, belief or state of mind of that person, then the delegate has the same capacity to act upon the delegate’s opinion, belief or state of mind.

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(i) A delegate’s action is taken as the act of the person who delegated the power or function.
(j) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing, then the power includes but is not limited to the power to repeal, rescind, revoke, amend or vary that act or thing.
(k) Subject to an express term to the contrary, if this constitution confers a power to do a particular act or thing about a particular matter, then the power includes but is not limited to a power to do that act or thing:
(1) for some only of those matters;
(2) for a particular class or particular classes of those matters; and
(3) to make different provision for different matters or different classes of matters.
(l) Subject to an express term to the contrary, if this constitution confers a power to appoint a person to an office or position, then the power includes but is not limited to a power:
(1) to appoint a person to act in the office or position until another person is appointed;
(2) subject to any contract between the company and the person, to remove or suspend the person appointed; and
(3) to appoint another person temporarily in the place of:
- (A) a person removed or suspended; or
- (B) a sick or absent holder of an office or position.

1.5 Payments

(a) A dividend, bonus, return of capital or other distribution payable by the company in respect of a share may be paid by cheque drawn in favour of the intended recipient, by electronic funds transfer to an account nominated by the intended recipient or in any other manner determined by the directors. Any such payment will be at the risk of the intended recipient. Without limiting the generality of the foregoing, a payment in respect of a share may be made to the member in whose name the share is registered despite the occurrence of a transmission event in relation to that member and whether or not the company has notice of it.
(b) Payments in respect of a share by the company may be made in Australian dollars or any other currency determined by the directors. The directors may determine to pay in different currencies to different members and may determine the appropriate exchange rate and the time of calculation to calculate the amount payable in the relevant currency. The determinations of the directors are, in the absence of manifest error, final.

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1.6 ASX Listing Rules compliance

If the company is admitted to the official list of ASX, the following applies:

(a) Nothing contained in this constitution prevents an act being done that the ASX Listing Rules require to be done.
(b) If the ASX 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).
(c) Where any shares in the capital of the company are at any time classified under the ASX Listing Rules or by ASX as restricted securities, then notwithstanding any other provision of this constitution or the terms of issue of the restricted securities:
(1) the restricted securities may not be sold, assigned, transferred or otherwise disposed of, and the company must not acknowledge, deal with, accept or register any sale, assignment, transfer or other disposal of those securities, during the escrow period in relation to those securities except as permitted by the ASX Listing Rules, ASX or restriction agreement in relation to those securities; and
(2) in the event of a breach of the ASX Listing Rules relating to the restricted securities, or the restriction agreement in relation to the restricted securities, the member holding the restricted securities will cease to be entitled to any dividends or other distributions and to any voting rights in respect of the restricted securities for so long as the breach subsists.
(d) Each director must disclose to the company the notifiable interests of the director and changes to those notifiable interests in sufficient time to allow the company to meet its disclosure obligations under rule 3.19A of the ASX Listing Rules. The company is authorised to give that information to ASX:
(1) for the purposes of meeting its disclosure obligations under rule 3.19A of the ASX Listing Rules; and
(2) as agent for the director for the purposes of the director meeting his or her disclosure obligations under section 205G of the Corporations Act,

and the company must do so promptly after receiving the information so that, if possible, the time limits for giving the information to ASX are met.

(e) In this constitution, unless the context otherwise requires, a term used in a rule about a matter dealt with by a provision of the ASX Listing Rules has the same meaning as in that provision.

2. Share capital

2.1 Shares

(a) Without prejudice to any special right conferred on a holder of a share or class of shares, the directors may issue, grant options for, or otherwise dispose of, shares in the company as the directors think fit.

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(b) The directors’ discretion includes but is not limited to terms on:
(1) price, conditions and timing;
~~(1)~~ (2)the treatment of an Excluded US Person;
~~(2)~~ (3)a special right or restriction which may be preferred or deferred; and
~~(3)~~ (4)dividends, voting, return of capital and participation in the property of the company on a winding up.
(c) The directors may differentiate between each holder of a partly paid share on:
(1) the amount of a call that member must pay; and
(2) the time the member must pay that amount.

2.2 Preference shares

(a) The directors may issue preference shares including preference shares which are liable to be redeemed.
(b) A preference share confers on its holder a right to receive a preferential dividend at the rate and on the basis decided by the directors under the terms of issue.
(c) The preferential dividend is cumulative except to the extent the directors decide under the terms of issue.
(d) A preference share confers on its holder the right to payment out of the profits of the company (or any other permitted source) of the preferential dividend in priority to the payment of any dividend on ordinary shares, and any other class of shares that the directors decide under the terms of issue.
(e) A preference share confers on its holder the right in a winding up to payment in cash of:
(1) the amount of any dividend accrued at the date of the winding up but unpaid on the share; and
(2) any amount paid on the share;

in priority to the payment of any amount on ordinary shares, and any other class of shares that the directors decide under the terms of issue.

(f) If and to the extent that the directors decide under the terms of issue, a preference share may confer on its holder:
(1) in addition to the preferential dividend, a right to participate with the ordinary shares in any dividends payable on ordinary shares; and
(2) a right to a bonus issue or capitalisation of profits or any other amount otherwise available for distribution to members.

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(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out in this rule 2.2.
(h) The holder of a preference share has the same right as the holder of an ordinary share to receive notice of, and a copy of any document to be laid before, a general meeting of the company and to attend the general meeting at which a resolution is proposed on which the holder is entitled to vote, and to attend the general meeting, but has no right to receive notice of, or a copy of, any document to be laid before, or to attend, any other general meeting of the company except to the extent the terms of issue of the preference share otherwise provided.
(i) A preference share does not entitle its holder to vote at a general meeting of the company except to the extent the terms of issue permit the holder to vote in the following circumstances:
(1) During a period during which a dividend (or part of a dividend) in respect of the share is in arrears.
(2) On a proposal to reduce the company’s share capital.
(3) On a resolution to approve the terms of a buy-back agreement.
(4) On a proposal that affects rights attached to the share.
(5) On a proposal to wind up the company.
(6) On a proposal for the disposal of the whole of the company’s property, business and undertaking.
(7) During the winding up of the company.
(j) Where a preference share does confer on its holder the right to vote at a general meeting, the voting right is the same, and determined in the same way, as the voting right attached to an ordinary share.
(k) Preference shares may be convertible into ordinary shares on a basis decided by the directors under the terms of issue. Unless the terms of issue otherwise provide, a convertible preference share may be converted into an ordinary share by the company notifying the holder of the conversion. Upon the company giving the holder notification of the conversion, or if a later date is specified as the date of conversion, on that later date, the convertible preference share will be converted into, and will be reclassified and known as, an ordinary share. The conversion will be effected by, and will result in, the rights attached to the convertible preference share being varied to be the same as the rights attached to an ordinary share, not by redemption and new issue or any other cancellation of the share or creation of a new share. The holder of a convertible preference share that is to be converted must return the certificate for the share (if any) to the company for cancellation as soon as reasonably practicable after being requested to do so, but is not required to return the certificate earlier than 3 business days before the proposed date of conversion. The conversion may be deferred until the company receives the certificate.

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(l) A redeemable preference share may be redeemable on a basis decided by the directors under the terms of issue. The holder of a redeemable preference share that is to be redeemed must return the certificate for the share (if any) to the company for cancellation as soon as reasonably practicable after being requested to do so, but is not required to return the certificate earlier than 3 business days before the proposed date of redemption. Payment of the amount payable for redemption of the share may be deferred until the company receives the certificate.
(m) Subject to the Corporations Act and this constitution, all rights and restrictions of a preference share issued by the company may be decided by the directors and will be governed by the terms of issue, and provided they have been disclosed to the subscriber for the share before its issue will bind the subscriber and all subsequent holders of the share.

2.3 Issue of shares of same class

Subject to any special right conferred on a holder of a share or class of shares, the directors may issue shares of the same class as an existing class of shares and such an issue is not to be considered to constitute a variation of the rights of the holders of shares in the existing class.

2.4 Joint holders of shares

(a) If 2 or more persons are registered as the holders of a share, then they hold it as joint tenants with rights of survivorship subject to this rule 2.4.
(b) A joint holder of a share and that person’s legal personal representative is liable severally as well as jointly for each payment, including a call, which ought to be made in respect of the share.
(c) On the death of any 1 joint holder of a share, a survivor is the only person the company recognises as having any title to the share.
(d) A dividend, bonus, return of capital or other distribution or payment in respect of a jointly held share may be made to the joint holder of the share first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders, and any 1 joint holder may give an effective receipt for any such distribution or payment.
(e) Delivery of a certificate for a jointly held share to any 1 joint holder of the share is sufficient, and taken to be, delivery to all joint holders.
(f) The company is not bound to register more than 3 persons as joint holders of a share except in the case of persons jointly entitled to be registered as the holders of a share following a transmission event.

2.5 Equitable and other claims

Subject to the law and an express rule in this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share, and is not, even if the company has notice:

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(a) obliged to recognise a person as holding a share upon any trust; or
(b) obliged to recognise any equitable, contingent, future or partial claim to or interest in a share on the part of any other person.

2.6 Employee share plans and employee option plans

The directors may:

(a) implement one or more employee share plans or employee option plans, or both under which some or all employees, directors or officers of the company or any related body corporate may, for a period and to the extent as provided in the employee share plan or employee option plan, receive, or receive the benefit of, securities of the company or of a related body corporate, whether by way of issue or transfer;
(b) amend, suspend or terminate any employee share plan or employee option plan they implement; and
(c) give financial assistance in connection with the acquisition of securities of the company or of a related body corporate under an employee share plan or employee option plan in any manner permitted by the Corporations Act.

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

(a) Subject to this constitution and to the terms of issue of a share, the directors may call upon a member for any money unpaid on a share which is not by the terms of issue, payable at a fixed time.
(b) The directors may require a member to pay a call by instalments.
(c) The company must give the member at least 14 days notice to pay a call.
(d) The notice must specify:
(1) the amount that the member must pay; and
(2) the time and the place of payment.
(e) Each member must pay the amount stated in the notice in the manner set out in the notice.
(f) A call is made when the directors pass the resolution authorising the call.
(g) The directors may revoke or postpone a call.
(h) The directors may extend the time for payment.
(i) A call is valid, even if:
(1) a member does not receive a notice of a call; or

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(2) the company omits to give a member a notice of a call.
(j) If a person does not pay a sum called for a share in full by the due date, then the person must pay:
(1) interest on the sum which is unpaid, from and including the due date for payment to the date of actual payment; and
(2) any costs, expenses or damages, which the company incurs for the nonpayment or late payment of the sum.
(k) If under the terms of issue, a sum unpaid on a share becomes payable on issue or at a fixed date, then:
(1) the sum is payable as if the company has duly made and notified a call; and
(2) the person must pay the sum on the date on which it is payable under the terms of issue of the share.

3.2 Proceedings for recovery of calls

(a) The following is conclusive evidence of a debt in any proceedings for the recovery of a call amount, interest, costs or expenses that the company incurs following the non-payment or late payment of a call:
(1) the name of the defendant is entered in the register as the holder or 1 of the holders of the share for which the call is claimed;
(2) the resolution making the call is recorded in the minute book; and
(3) notice of the call was duly given to the defendant.
(b) It is not necessary to prove any matter including the appointment of the directors, who made the call.
(c) In this rule 3.2 a defendant may include but is not limited to a person against whom the company alleges a set-off or counter-claim.

3.3 Payments in advance of calls

(a) The directors may accept from a member an amount unpaid on a share, even if the company has not called that amount.
(b) The directors may authorise the company to pay interest upon an amount accepted under rule 3.3(a):
(1) until the amount becomes payable; and
(2) at a rate agreed between the directors and the member paying the amount.
(c) The directors may repay to a member any of the amount accepted under rule 3.3(a).

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3.4 Forfeiture of partly paid shares

(a) If a member fails to pay the whole of a call or instalment of a call by the time appointed for payment, then the directors may serve a notice on that member requiring payment of:
(1) the amount which is unpaid;
(2) any interest that has accrued; and
(3) all costs, expenses or damages that the company has incurred because of the non-payment or late payment of the call or instalment.
(b) In the notice, the directors may:
(1) name a further day and a place at which the member must pay the amount payable; and
(2) state, that if the member does not pay the whole of the amount as required, then the member is liable to forfeit the shares for which the company made the call.
(c) The directors must give a member at least 14 days after the date of service to pay.
(d) If the member does not comply with the notice, then the directors may resolve to forfeit any share for which the notice was given:
(1) at any time after the day named in the notice; but
(2) before the member pays.
(e) If a member forfeits a share, then the forfeiture includes all dividends, interest and other money payable by the company for the forfeited share which is not paid before the forfeiture.
(f) If the company forfeits a share, then it must:
(1) give notice of the resolution to the member in whose name the share stood immediately before the forfeiture; and
(2) enter the forfeiture and the date of forfeiture in the register of members.
(g) The forfeiture is valid even if the company fails to give the notice or to make the entry.
(h) A forfeited share becomes the property of the company.
(i) The directors may sell, reissue or otherwise dispose of the share as they think fit.
(j) The directors may reissue or dispose of the share, with or without any money paid on the share by any former holder being credited as paid up.
(k) A person whose share is forfeited:

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(1) ceases to be a member for the forfeited share; but
(2) remains liable to pay and must immediately pay, to the company:
- (A) all calls, instalments, interest, costs, expenses and damages owing for the share at the time of the forfeiture; and
- (B) interest on any amount payable which is unpaid from and including the date of the forfeiture, to the date of actual payment.
(l) Subject to an express provision in this constitution, the forfeiture of a share extinguishes for that share:
(1) all interest in the company;
(2) all claims and demands against the company; and
(3) all other rights attached to the share.

3.5 Indemnity for payments by the company

If the company becomes liable under any law to make any payment:

(a) in respect of a share held solely or jointly by a member;
(b) in respect of a transfer or transmission of a share by a member;
(c) in respect of dividends, bonuses or other money due or payable or which may become due and payable to a member; or
(d) otherwise for or on account of a member, whether as a consequence of:
(1) the death of that member;
(2) the non-payment of any income tax, capital gains tax, wealth tax or other tax by that member or the legal personal representative of that member;
(3) the non-payment of any estate, probate, succession, death, stamp or other duty by that member or the legal personal representative of that member; or
(4) any other act or thing;

in addition to any right or remedy that a law may confer on the company the member or the member’s legal personal representative must:

(e) fully indemnify the company against that liability;
(f) reimburse the company for any payment made under or as a consequence of that law immediately on demand by the company; and
(g) pay interest on so much of the amount payable to the company under rule 3.5(f) as is unpaid from and including the date the company makes a payment under that law until the date the company is reimbursed in full for that payment.

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3.6 Lien on shares

(a) The company has a first and paramount lien on a share for:
(1) an amount of a call or instalment which is due but unpaid on the share;
(2) if the share were acquired under an employee share plan or employee option plan, an amount which is owed to the company for acquiring it; and
(3) an amount that the company is required by law to pay (and has paid) in respect of the share or for or on account of a holder or deceased former holder of the share and which is owed to the company.
(b) The company’s lien on a share extends to all dividends, interest and other money payable by the company on or in respect of the share or for or on account or in respect of the holder of the share and to the proceeds of sale of the share.
(c) The directors as they think fit may sell any share on which the company has a lien if:
(1) an amount for which a lien exists is presently payable; and
(2) not less than 14 days before the date of the sale, the company has given to the registered holder of the share a notice in writing:
- (A) setting out each amount for which the lien exists which is presently payable; and
- (B) demanding the payment before the date of the sale of that amount.
(d) If the company registers a transfer of shares on which the company has a lien without giving to the transferee notice of its claim then the company releases its lien in so far as it relates to sums owing by the transferor or any predecessor in title.

3.7 Surrender of shares

(a) To the extent permitted by law, the directors may:
(1) exempt a share from all or any part of rules 3.4, 3.5 or 3.6;
(2) waive or compromise all or any part of any payment due to the company under the terms of issue of a share or this rule 3; and
(3) before a forfeited share has been sold, reissued or otherwise disposed of, annul the forfeiture upon the conditions they think fit.
(b) The directors may accept a surrender of a share by way of compromise:
(1) of any claim about whether or not that share has been validly issued; or
(2) in any other case, if the surrender is within the powers of the company.

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(c) The directors may sell, reissue or otherwise dispose of a surrendered share in the same manner as they may for a forfeited share.

3.8 General provisions applicable to a disposal of shares under this constitution

(a) If a forfeited share or a share on which the company has a lien is sold, re-issued or otherwise disposed of under this constitution, then the directors may:
(1) receive the purchase money or consideration given for the shares on the disposal;
(2) effect a transfer of the shares;
(3) execute, or appoint a person to execute, on behalf of the former holder an instrument of transfer of the shares or any other instrument to give effect to the disposal; and
(4) register the person to whom they have transferred the shares as the holder of the shares.
(b) A person to whom the directors transfer a share is not bound to consider:
(1) the regularity or validity of purchase money or consideration; or
(2) how the company applies the purchase money or consideration.
(c) A person’s title to a share is not affected by any irregularity or invalidity in:
(1) the forfeiture or surrender of a share; or
(2) the exercise of the company’s lien on a share.
(d) The remedy of a person aggrieved by a disposal of shares under this constitution:
(1) is limited to damages only; and
(2) is exclusively against the company.
(e) The company must apply the proceeds of a disposal of a share in the payment of:
(1) the expenses of the disposal;
(2) all money presently payable by the former holder whose share has been disposed of; and
(3) subject to any lien that exists for money not presently payable, to the former holder.
(f) If the holding is uncertificated, then the company must pay as soon as practicable after the disposal.
(g) If the holding is certificated, then the company must pay as soon as practicable after the former holder delivers to the company the certificate for the share that has

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been disposed of or satisfies the company that the certificate has been lost or destroyed.

(h) A director or secretary of the company may sign a statement stating that on the date in the statement any of the following occurred:
(1) a share was duly forfeited;
(2) a share was duly sold or reissued or otherwise disposed of.
(i) This statement is conclusive evidence of:
(1) the facts stated in the statement as against all persons claiming to be entitled to the share; and
(2) the right of the company to forfeit, sell, reissue or otherwise dispose of the share.

3.9 Interest payable by member

Where interest is payable to the company by a member under this rule 3, the rate of interest is 8% per annum or such other rate as the directors fix and the interest accrues daily and may be capitalised monthly or at such other intervals as the directors determine.

4. Distributions

4.1 Dividends

(a) The directors may resolve that the company pay any interim and final dividend as the financial position of the company justifies.
(b) The directors may resolve that the company pay any dividend payable under the terms of issue of a share.
(c) The payment of a dividend does not require any confirmation by a general meeting.
(d) Subject to this constitution and to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, all dividends on shares are to be paid in proportion to the number of shares held by members except that:
(1) a partly paid share will only entitle the holder to a fraction of the dividend payable on a fully paid share equal to the proportion of the total amounts paid and payable on the share which have been paid; and
(2) if dividends are determined by the directors to be paid in respect of a specified period and if the directors also determine that the dividends on any shares are to be further apportioned according to when amounts are paid on those shares during the specified period, an amount which is paid on a relevant share during the specified period will only entitle the holder of the share to a fraction of the dividend that would otherwise be payable in respect of that

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amount equal to the proportion of the specified period remaining as at the date of payment of that amount.

(e) For the purposes of determining the above fractions:
(1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and
(2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.
(f) The company must not pay interest on any dividend.
(g) The directors may fix a record date for a dividend.
(h) The company must pay a dividend to the person who is registered as the holder of the share on the record date or, if one has not been fixed, on the date payment of the dividend is to be sent to members.
(i) The company must pay the dividend on the date fixed for payment of the dividend (if any).
(j) The directors when determining a dividend is payable may:
(1) direct payment of the dividend wholly or partly by the distribution of specific assets, including paid-up shares or other securities of the company or of another body corporate, either generally or to particular shareholders or in respect of particular shares; and
(2) direct that the dividend be paid:
- (A) to particular shareholders or in respect of particular shares, wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; and
- (B) to the remaining shareholders or in respect of the remaining shares, wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source or generally.
(k) The company may deduct from any dividend payable to a member:
(1) all sums of money presently payable by the member to the company; and
(2) apply the amount deducted in or towards satisfaction of the money owing.
(l) If a person is entitled to a share as a result of a transmission event, then the company may, but is not obliged to, retain any dividend payable in respect of that share until that person becomes registered as the holder of the share or transfers it.

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4.2 Capitalisation of profits and other amounts

(a) The directors may resolve that the company capitalise any amount:
(1) forming part of the undivided profits of the company;
(2) representing profits arising from an ascertained accretion to capital or from a revaluation of the assets of the company;
(3) arising from the realisation of any assets of the company; or
(4) otherwise available for distribution to members

and may also resolve that the capitalised amount be paid, applied or otherwise distributed to or for the benefit of members.

(b) Subject to any rights or restrictions attached to a share or class of shares or to the terms of any dividend selection plan established by the directors, a capitalised amount under rule 4.2(a) which is to be distributed to or for the benefit of members, must be distributed in the same proportions in which members would be entitled to receive the amount were it a dividend.
(c) The directors may resolve that all or part of the capitalised amount is to be applied:
(1) to pay in full a share or security that the company intends to issue to a member;
(2) to pay an amount unpaid on a share or security of the company which a member holds; or
(3) a combination of these;

and the member must accept this application in full satisfaction of the member's interest in the capitalised amount.

(d) Rules 4.1(g)- to (l) apply to the distribution of a capitalised amount as if it were a dividend.

4.3 Additional powers

(a) To give effect to a resolution of directors or members authorising or approving the payment of a dividend or the making of any other distribution (whether of profits or capital or otherwise) or the capitalisation of any amount, the directors may:
(1) settle any difficulty that may arise in making the distribution or capitalisation;
(2) fix the value for distribution of a specific asset;
(3) pay cash or issue a share or other security to a member to adjust the rights of all parties;
(4) vest a specific asset, cash, share or other security in any trustee upon trust for a person entitled to a dividend or capitalised amount; and

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(5) authorise a person to make, on behalf of all the members entitled to any further share or security following the distribution or capitalisation, an agreement with the company or another body corporate.
(b) The authorised person may agree to:
(1) the issue of further shares or securities credited as fully paid up; or
(2) the company paying on behalf of the members an amount remaining unpaid on their existing shares or security by the application of their respective proportions of the sum distributed or capitalised.
(c) Any agreement made between the directors and an authorised person is effective and binding on all members concerned.
(d) If the company distributes securities in the company or in another body corporate or trust each member receiving a distribution, appoints the company as that person’s agent to do anything needed to give effect to that distribution, including but not limited to becoming a member of that other body corporate.
(e) Rule 4.3(d) applies whether the distribution:
(1) is generally to members or to specific members;
(2) is as a dividend or otherwise; and
(3) is for value or not.

4.4 Reserves

(a) Subject to this constitution, the directors may set aside, out of the profits of the company, any reserves or provisions for any purpose.
(b) The directors may appropriate to the profits of the company an amount previously set aside as a reserve or provision.
(c) If the directors set aside an amount as a reserve or provision, they may:
(1) keep the amount together with other assets of the company;
(2) use the amount in the business of the company; and
(3) invest the amount in any investment.

4.5 Carry forward of profits

(a) The directors may resolve to carry forward profits which the company does not distribute to members.

(b) The directors are not required to resolve to transfer those profits to a reserve or provision.

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4.6 Dividend reinvestment plans

The directors may:

(a) implement a dividend reinvestment plan; and
(b) amend, suspend or terminate any dividend reinvestment plan they implement.

4.7 Dividend selection plans

The directors may:

(a) implement a dividend selection plan; and
(b) amend, suspend or terminate any dividend selection plan they implement.

5. Transfer and transmission of shares

5.1 Transfer of shares

(a) Subject to this constitution and to the rights or restrictions attached to any share or class of shares, a member may transfer each of the member’s shares by an instrument in writing.
(b) The member must use an instrument in any usual form or in a form that the directors approve.
(c) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee, unless:
(1) the instrument of transfer relates only to fully paid shares and the directors dispense with the need for the transferee to sign; or
(2) the transfer of the shares is effected by a document or documents which together duly transfer those shares under the Corporations Act.
(d) An instrument of transfer must be:
(1) left for registration at the registered office of the company or at another place as the directors determine;
(2) accompanied by:
- (A) the certificate for each share to which it relates;
- (B) any other evidence the directors require to prove the title of the transferor or the transferor’s right to the shares; and
- (C) any other evidence the directors require to prove the right of the transferee to be registered as the owner of the shares.
(e) A transferor of shares remains the holder of the shares transferred until:

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(1) the transfer is registered; and
(2) the name of the transferee is entered in the register of members for the shares.
(f) The company must not charge a fee for the registration.
(g) The company may retain any registered instrument of transfer for the period that the directors think fit.
(h) Except in the case of fraud, the company must return any instrument of transfer which the directors decline to register, to the person who deposited it with the company.
(i) To the extent permitted by law, the directors may waive all or any of the requirements of this rule 5.1.

5.2 Registration of transfers

Subject to this constitution and to the rights and restrictions attached to any share or class of shares, the directors may decline to register a transfer of a share and, without limiting the generality of this, may also decline to register a transfer of a share on which the company has a lien.

5.3 Power to suspend registration of transfers

The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year.

5.4 Transmission of shares

(a) If a member dies, the only persons the company recognises as having any title to the member’s shares or any benefits accruing for those shares are:
(1) the legal personal representative of the deceased, if the deceased was a sole holder; and
(2) the survivor or survivors, if the deceased was a joint holder.
(b) Nothing in rule 5.4(a) releases the estate of a deceased member from liability for a share, whether the deceased held that share solely or jointly.
(c) A person who becomes entitled to a share because of a transmission event may:
(1) sign a written notice stating that the person wishes to register as a shareholder and serve it on the company; or
(2) execute a transfer of the share to another person.
(d) Before making the election, the person must prove that person’s entitlement by producing the certificate for the share or any other evidence that the directors require.

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(e) The rules about the right to transfer and register a share apply with the necessary changes to a transfer under rule 5.4(c)(2) as if:
(1) the relevant transmission event had not occurred; and
(2) the registered holder of the share signed the transfer.
(f) If 2 or more persons are jointly entitled to a share because of a transmission event, then upon being registered, they:
(1) hold the share as joint tenants; and
(2) rule 2.4 applies.
(g) Despite rule 5.4(a), the directors may register a transfer of shares which a member signs prior to a transmission event, even though the company has notice of the transmission event.

5.5 Listed company

(a) This rule 5.5 only applies whilst the company is admitted to the official list of ASX and rules 5.1 - 5.4 do not apply to the extent that they are inconsistent with this rule 5.5.
(b) Subject to this constitution, a member may transfer a share:
(1) if the share is, or is in a class of securities that is, an Approved Financial Product, through CHESS in accordance with the ASX Settlement Operating Rules;
(2) if another prescribed CS facility is approved by the directors to deal with the transfer of shares of the same class as the member’s share, through that facility in accordance with its operating rules; or
(3) if another method of transfer is approved by the directors to deal with the transfer of shares of the same class as the member’s share and under the Corporations Act or otherwise at law that method is valid and effective to transfer the share, in accordance with that method.
(c) The directors may only decline to register a transfer of shares (including by requesting that a holding lock be applied to prevent a transfer of the shares) if permitted to do so by the ASX Listing Rules.
(d) The directors must:
(1) decline to register a transfer of shares; or
(2) request that a holding lock be applied to prevent a transfer of the shares;
if:
(3) the ASX Listing Rules require the company to do so; or

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(4) the transfer is in breach of the ASX Listing Rules or a restriction agreement.
(e) If in the exercise of their rights under this rule 5.5 the directors refuse to register a transfer of shares (including by requesting that a holding lock be applied to prevent a transfer of the shares) they must give written notice to the holder of the securities of the refusal and the broker lodging the transfer, if any. Failure to give such notice does not invalidate the decision of the directors.
(f) The directors may at any time suspend the registration of a transfer for any period not exceeding 30 days in a year, subject to the Corporations Act and any CS facility operating rules binding on the company.

5.6 Small holdings[1]

(a) Subject to rule 5.6(b), if:
(1) a member holds less than a marketable parcel of shares;
(2) the company notifies the member in writing that it intends to sell the member’s shares after a date ( Relevant Date ) which is at least 6 weeks from the date the notice of intention to sell is sent, unless the member before the Relevant Date tells the company in writing that the member wishes to retain the shares;
(3) the member does not before the Relevant Date tell the company in writing that the member wishes to retain the shares; and
(4) on the Relevant Date the member has not acquired more shares or otherwise increased the member’s holding to a marketable parcel;

the company may, and the member will be taken to have appointed the company as agent for and on behalf of the member to, sell the member’s shares constituting less than a marketable parcel as soon as reasonably practicable after the Relevant Date at a price which the directors consider to be the best price reasonably obtainable for the shares at the time they are sold.

(b) In relation to the procedure under rule 5.6(a):
(1) the company must not notify a member of its intention to sell the member’s shares more than once in any 12 month period;
(2) following the announcement of a takeover bid for the shares in the company until the end of the offer period under the takeover bid or the date there is an announcement that the takeover bid will not proceed, the company’s power to sell a member’s shares lapses or ceases where the announcement is made before an agreement for the sale of the shares is entered into, but after the

1 Rule 5.12 of the ASX Settlement Operating Rules requires shares in a CHESS Holding to be moved to an Issuer Sponsored Holding before divestment.

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offer period under the takeover bid, a new notice of intention to sell may be given despite rule 5.6(b)(1);

(3) the costs of sale including, without limitation, brokerage and any stamp duty, must be payable by the buyer of the shares or, subject to the Corporations Act, the company; and
(4) the proceeds of sale must not be sent to the member until the company has received any certificate relating to the shares (or is satisfied that the certificate has been lost or destroyed).
(c) In addition to the power of the company to sell a member’s shares in rule 5.6(a) (and without complying with the procedure under that rule), if:
(1) a member holds shares in a new holding that is less than a marketable parcel of shares; and
(2) that holding was created by the transfer of a parcel of shares that was less than a marketable parcel at the time the transfer document was initiated or, in the case of a paper based transfer document, was lodged with the company;

the company may, and the member will be taken to have appointed the company as agent for and on behalf of the member to, sell the shares in that holding at a price which the directors consider to be the best price reasonably obtainable for the shares at the time they are sold.

(d) Where the company has the power to sell a member’s shares under rule 5.6(c):
(1) the proceeds of sale may be applied to pay the costs of sale including, without limitation, brokerage and any stamp duty; and
(2) the member’s right to vote or to receive dividends in respect of those shares may be removed or changed to the extent determined by the directors provided that any dividends that are withheld from payment to the member must be paid to the member when the balance of the proceeds of the sale of the shares are paid to the member.
(e) Where the company has the power to sell a member’s shares under this rule 5.6, the member will be taken to have appointed the company and each officer of the company jointly and severally as the member’s attorney in the member’s name and on the member’s behalf to execute and deliver all deeds, instruments and other documents and do all other acts and things which the company considers necessary or appropriate to effect the sale or transfer of the shares.
(f) The company is not bound to sell any shares which it is entitled to sell under this rule 5.6.
(g) Subject to the ASX Listing Rules, rule 3.8 will apply (and with all necessary changes) so far as it is:
(1) consistent with; and

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(2) capable of application to:

the sale of shares under this rule 5.6.

5.7 Excluded US Person – Compulsory Sale

(a) The securities of the company have not been registered under the US Securities Act of 1933 of the securities laws of any State or other jurisdiction of the United States. In addition, the company has not been registered under the US Investment Company Act of 1940 in reliance on an exemption from registration.

(b) “ Excluded Persons ” means:

(1) Each holder of securities acknowledges that the Company may determine that securities may not be held by or for the account or benefit of any person who is a “US Person” within the meaning given in Rule 902 under the US Securities Act of 1933 ( US Person ) who is not a Qualified Purchaser or a Knowledgeable Employee.

(2) Subject to the Corporations Act, at any time the directors may determine:

(A) that a holder of securities (or a person who seeks to be registered as a holder of securities) is excluded, if it considers that the person is a US Person that is not a Qualified Purchaser, Knowledgeable Employee or holds or will hold securities for the account or benefit of any US Person who is not a Qualified Purchaser or Knowledgeable Employee (such person being an Excluded US Person ); and

(B) that some or all of the securities held or to be held by the Excluded US Person are excluded (such securities being Excluded Securities ).

(c) At any time, the directors may require a holder of securities to complete a statutory declaration in relation to whether the holder (or any person on whose account or benefit it holds securities) is a US Person who is not a Qualified Purchaser or Knowledgeable Employee, and the number of securities affected. The directors may determine that any holder who does not comply with a request for information under this rule 5.7(c) is an Excluded US Person in respect of all securities held by that holder or such lesser number of securities as the directors determine.

(d) Where the directors have made a determination under rules 5.7(b)(2) or 5.7(c), the directors may:
(1) refuse to register a transfer of Excluded Securities to the Excluded US Person; or
(2) give the Excluded US Person a notice requiring them to dispose of their Excluded Securities to any person other than someone who is, or will hold the securities for the account or benefit of, a US Person who is not a Qualified Purchaser or Knowledgeable Employee (such person being a Permitted Person ) within a period of not less than 30 Business Days specified in the notice ( Transfer Period ) after which the Excluded Securities must be

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transferred to a person nominated by the Board to sell the Excluded Securities ( US Sale Nominee ).

(e) Each holder of securities who is or becomes an Excluded US Person may transfer their Excluded Securities to a Permitted Person during the Transfer Period. At the end of the Transfer Period, the Excluded US Person must transfer any remaining Excluded Securities free of any encumbrances or third party rights to the US Sale Nominee within 3 business days after the end of the Transfer Period.

(f) The company must ensure that the US Sale Nominee:

(1) sells any Excluded Securities transferred to it under rule 5.7(e) for cash; and (2) pays the sale proceeds (net of transaction costs, including brokerage, stamp duty and other taxes) for the Excluded Securities to the Excluded US Person as soon as practicable after completion of the sale.
(3) Each holder of securities who is or becomes an Excluded US Person authorises and directs the US Sale Nominee to sell the Excluded Securities and pay the net sale proceeds in accordance with this rule 5.7(f).
(4) The company may register the transfer of Excluded Securities to the US Sale Nominee and to the buyer from the US Sale Nominee in the Register without having received a transfer or certificate (if any) for Excluded Securities. The relevant transfers take effect from registration in the Register.

Each holder of securities irrevocably appoints the company as its agent and attorney for the purposes of taking all necessary action (including executing necessary documentation) to effect the transfer of Excluded Securities as contemplated by this rule 5.7.

5.75 .8 Proportional takeover approval

(a) If offers are made under a proportional takeover bid for shares in the company the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution ( approving resolution ) to approve the bid is passed in accordance with the provisions of this rule 5.7.
(b) A person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the bid was made, held bid class securities is entitled to vote on an approving resolution.
(c) An approving resolution is to be voted on at a meeting, convened and conducted by the company, of the persons entitled to vote on the resolution.
(d) An approving resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

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(e) The provisions of this constitution that apply to a general meeting of the company apply, with such modifications as the circumstances require, to a meeting convened under this rule 5.7 as if it were a general meeting of the company.
(f) This rule 5.7 will cease to have effect on the third anniversary of the date of insertion or last renewal of the rule.

6. General meetings

6.1 Calling general meetings

(a) A general meeting may be called and arranged to be held by:
(1) the directors whenever the directors wish; or
(2) any director whenever the director wishes.
(b) A general meeting may be called and arranged only as provided:
(1) by this rule 6.1; or
(2) under sections 249D, 249E, 249F or 249G of the Corporations Act.
(c) The directors may change the venue for, postpone or cancel a general meeting.
(d) Rule 6.1(c) does not apply if the members or the court under the Corporations Act call and arrange the meeting.
(e) If a general meeting is called and arranged under section 249D of the Corporations Act the directors:
(1) must hold it on or before the date by which section 249D requires it to be held; and
(2) may cancel it only with the consent of the requisitioning member or members.

6.2 Virtual meetings

(a) The directors may determine in relation to any general meeting (including any general meeting that is being held at more than one physical place) to enable persons entitled to attend and participate to do so by simultaneous attendance and participation by means of electronic facility or facilities.

(b) At a virtual meeting, attending members must be given a reasonable opportunity to exercise a right to speak (including a right to ask questions), both orally and in writing.
(c) The members present by means of electronic facility or facilities shall be counted in the quorum for, and entitled to participate in, the general meeting in question.

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(d) Subject to clause 6.2(b), a virtual meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting are able to participate in the business for which the meeting has been convened.
(e) A document is taken to have been tabled at a virtual meeting if the document is:
(1) given to the persons entitled to attend the meeting (whether physically or using virtual meeting technology) before the meeting; or
(2) made accessible to persons attending the meeting (whether physically or using virtual meeting technology) during the meeting.
(f) Subject to this clause 6.2 and the Corporations Act, if a general meeting is held by electronic means, the Directors (and, at a general meeting, the chair) may make any arrangement and impose any requirement or restriction in connection with virtual participation, including any arrangement, requirement or restriction that is:
(1) necessary to ensure the identification of those taking part and the security of the electronic facility; and
(2) proportionate to the achievement of those objectives.
(g) In no circumstances shall the inability of one or more members to access, or to continue to access, a virtual meeting for participation in the meeting affect the validity of the meeting or any business conducted at the meeting, provided that sufficient members are able to participate in the meeting as are required to constitute a quorum under clause 6.5.

6.26 .3 Notice of general meetings

(a) Subject to this constitution and to the rights or restrictions attached to a share or class of shares, the company must give notice of a general meeting:
(1) within the time limits prescribed by the Corporations Act; and
(2) in the manner authorised by rule 13.1.
(b) The company must give a notice to each person, who is at the date of the notice a member, a director or an auditor of the company.
(c) A notice of a general meeting must:
(1) specify the date, time and place of the meeting; and
(2) state the general nature of the business to be transacted at the meeting.
(d) A person may waive notice of any general meeting by a written notice to the company.

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(e) A valid action and a valid resolution remain valid, even if a person entitled to receive a notice or proxy for a general meeting does not receive or is not sent one or both of them, and
(1) the failure occurred by accident or error; or
(2) before or after the meeting, the person:
- (A) waives notice of that meeting under rule 6.2(d); or
- (B) gives written notice of the person’s agreement to that action or resolution.
(f) Subject to rules 6.2(g) and (h), a person’s attendance at a general meeting waives any objection that person may have:
(1) to a failure to give notice or to a defective notice; and
(2) to the consideration of a matter which is not stated in the notice of the meeting.
(g) Rule 6.2(f)(1) does not apply if the person at the beginning of the meeting objects to the holding of the meeting.
(h) Rule 6.2(f)(2) does not apply if the person objects to considering the matter when it is presented.

6.36 .4 Admission to general meetings

The chair of a general meeting may expel or refuse admission to a person who:

(a) has a pictorial-recording or sound-recording device;
(b) has a placard or banner;
(c) has an article considered by the chair to be dangerous, offensive or liable to cause disruption;
(d) refuses to produce or to permit examination of any article or the contents of any article, in the person’s possession;
(e) behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
(f) is not:
(1) a member or proxy, attorney or representative of a member; or
(2) a director, secretary or auditor of the company.

6.46 .5 Quorum at general meetings

(a) Subject to rule 6.4(b) business may only be transacted at any general meeting if a quorum of members is present when the meeting proceeds to business.

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(b) Even if there is no quorum, the meeting may elect a chair and adjourn a meeting.
(c) Subject to rule (d), a quorum consists of:
(1) if the number of members entitled to vote is 2 or more - 2 of those members; or
(2) if only 1 member is entitled to vote - that member;

present at the meeting.

(d) Unless the directors determine otherwise, a quorum consists of 20 members present and entitled to vote at a general meeting proposing resolutions concerning:
(1) the removal of a director that is not endorsed by the directors; and
(2) the appointment of a director that is not endorsed by the directors.
(e) If a quorum is not present within 30 minutes after the time appointed for a general meeting and the meeting was convened upon the requisition of members, then the meeting is dissolved.
(f) If a quorum is not present within 30 minutes after the time appointed for a general meeting in any other case, then the meeting stands adjourned:
(1) to the day, the time and place, that the directors determine; or
(2) if no determination is made by the directors, to the same day in the next week and at the same time and place.
(g) If, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting is dissolved.

6.56 .6 Chair of general meetings

(a) The chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting.
(b) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 15 minutes after the time appointed for the holding of a general meeting and willing to act, must preside as chair of the meeting if:
(1) there is no chair of directors; or
(2) the chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.
(c) The members present at a general meeting must elect as chair of the meeting another director who is present and willing to act or, if no other director is present and willing to act, a member who is present and willing to act if:
(1) there is no chair or deputy chair of directors; or

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(2) the chair or deputy chair of directors is not present within 15 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

6.66 .7 Conduct of general meetings

(a) The general conduct of a general meeting and the procedures to be adopted at the meeting will be as determined by the chair either before or during the meeting. At any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting, the chair may demand the cessation of debate or discussion on any matter and may require any resolution being considered by the meeting to be put to a vote. A person must refer any question arising at a general meeting about the order of business, procedure or conduct of the meeting to the chair.
(b) Any decision by the chair under this rule 6.6 is final.
(c) The chair may adjourn the meeting from time to time and from place to place.
(d) The meeting may direct the chair to adjourn a meeting.
(e) An adjourned meeting may only transact business unfinished at the meeting from which the adjournment took place.
(f) If a meeting is adjourned for 30 days or more, then the company must give notice of the adjourned meeting as if it is an original meeting.
(g) Subject to rule 6.6(f), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.76 .8 Decisions at general meetings

(a) Subject to a resolution which as a matter of law requires a special majority:
(1) a question arising at a general meeting is decided by a majority of votes cast by the members present; and
(2) a majority vote is for all purposes, a decision of the members.
(b) In the case of an equality of votes upon any proposed resolution the chair of the meeting has a second or casting vote.
(c) Subject to rule 6.7(d), a resolution put to the vote of a general meeting must be decided on a show of hands.
(d) Either the chair or a member who is present and can vote on the resolution, may demand a poll:
(1) before the vote is taken; or
(2) before or immediately after the declaration of the result of the show of hands.

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(e) A demand for a poll does not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.
(f) The chair may declare the result of a vote decided on a show of hands.
(g) Unless a poll is duly demanded:
- (1) the chair’s declaration and an entry to that effect into the minute book is conclusive evidence of the result; and
- (2) further proof of the number or proportion of the votes recorded in favour of or against the resolution is not required.
(h) If a poll is duly demanded at a general meeting, the meeting must conduct the poll as the chair directs.
(i) Subject to rule 6.7(j), the chair may direct that the poll be taken in any manner and either at once or after an interval or adjournment.
(j) A poll demanded at a general meeting on the election of a chair or on a question of adjournment must be taken immediately.
(k) The result of the poll is a resolution of the meeting at which the poll was demanded.
(l) The demand for a poll may be withdrawn.
~~6.86~~ .9 Voting rights
(a) Subject to this constitution and to any rights or restrictions attached to a share or class of shares, at a general meeting:
- (1) on a show of hands, every person present who is a member or a proxy, attorney or representative of a member has 1 vote; and
- (2) on a poll, every person present who is a member or a proxy, attorney or representative of a member has 1 vote for each share the member holds and which entitles the member to vote, except for partly paid shares, each of which confers on a poll only a fraction of 1 vote equal to the proportion of the total amounts paid and payable on the share which have been paid.
(b) For the purposes of determining the above fraction:
- (1) an amount paid on a share in advance of a call or credited on a share otherwise than for value must be ignored; and
- (2) if under the terms of issue of a share, the consideration for the share is or includes the provision of property or services or some other non-monetary consideration, the value of the non-monetary consideration provided or to be provided as determined by the directors will be taken to be the amount paid or payable (as the case may be) on the share.

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(c) If a person present at a general meeting represents more than 1 member:
(1) on a show of hands, the person is entitled to 1 vote only despite the number of members the person represents;
(2) that vote is cast for all the members the person represents; and
(3) the person must not exercise that vote in a way which would contravene any directions given to the person in any instrument appointing the person as a proxy or attorney.
(d) A joint holder may vote at any meeting in person or by proxy, attorney or representative as if that person was the sole holder.
(e) If more than 1 joint holder tenders a vote, then the vote of the holder named first in the register is accepted to the exclusion of any other.
(f) The parent or guardian of an infant member may vote at any general meeting upon producing evidence of the relationship or of the appointment as the directors may require.
(g) A vote by a parent or guardian of an infant member is accepted to the exclusion of the vote of the infant member.
(h) A person entitled to a share as a result of a transmission event may vote at a general meeting as if that person were the registered holder of the share if, before the meeting, the directors:
(1) admit that person’s right to vote at that meeting for the share; or
(2) are satisfied that person has a right to be registered as the holder of, or to transfer, the share under rule 5.4(c).
(i) A vote tendered by a person under rule 6.8(h) is accepted to the exclusion of the vote of the registered holder of the share.
(j) A member is entitled to vote at a general meeting only if all calls and other sums of money, presently payable by that member for shares in the company, are paid.
(k) A person must raise an objection to the qualification of a person to vote at a general meeting:
(1) before or at the meeting at which the vote is given; and
(2) by referring it to the chair of the meeting.
(l) The chair’s decision about a person’s qualification to vote is final.
(m) A vote the chair allows under rule 6.8(h) is valid for all purposes.

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6.96 .10 Representation at general meeting

(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:
(1) in person or if a member is a body corporate by its representative;
(2) by not more than 2 proxies; or
(3) by not more than 2 attorneys.
(b) A proxy, attorney or representative may, but need not be a member.
(c) A proxy, attorney or representative may be appointed for:
(1) all or any number of general meetings; or
(2) a particular general meeting.
(d) Subject to the Corporations Act and to the terms of appointment, an appointment confers on a proxy, attorney or representative the same rights as the appointor:
(1) to agree to a meeting to which the appointment applies, being convened by shorter notice than is required by the Corporations Act or by this constitution;
(2) to attend and speak at a meeting to which the appointment applies;
(3) to vote on any procedural motion at a meeting to which the appointment applies, including any motion to elect the chair, to vacate the chair or to adjourn the meeting;
(4) to vote on any other motion or resolution (but only to the extent allowed by the appointment); and
(5) to demand or join in demanding a poll at a meeting to which the appointment applies.
(e) Subject to the Corporations Act and to the terms of appointment, if the proxy, attorney or representative may vote on a proposed resolution, then the appointment also confers authority to vote on any amendment moved to the proposed resolution and on any motion that the proposed resolution not be put or any similar motion.
(f) Subject to the Corporations Act and to the terms of appointment, if an appointment confers authority to attend, speak, vote or do anything else at a meeting that is to be held at a specified time or venue and the meeting is rescheduled or adjourned or changed to another venue, then the appointment confers authority to do the same things at the rescheduled or adjourned meeting or meeting at the new venue.
(g) If a member appoints 2 proxies or attorneys:

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(1) and the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each proxy or attorney may exercise half of the member’s voting rights; and
(2) neither person may vote on a show of hands.
(h) An appointment of a proxy or attorney may specify the way the proxy or attorney is to vote on a particular resolution.
(i) If the appointment does specify the way the proxy or attorney is to vote on a particular resolution:
(1) the proxy or attorney need not vote on a show of hands, but if the proxy or attorney does so, the proxy or attorney must vote that way;
(2) if the proxy or attorney has 2 or more appointments that specify different ways to vote on the resolution, the proxy or attorney must not vote on a show of hands;
(3) if the proxy or attorney is the chair of the meeting at which the resolution is voted on, the proxy or attorney must vote on a poll, and must vote that way, and
(4) if the proxy or attorney is not the chair, the proxy or attorney need not vote on a poll, but if the proxy or attorney does so, the proxy or attorney must vote that way.

provided that if the proxy or attorney is also a member, nothing in this rule affects the way the person can cast any votes the person has as a member.

(j) An appointment of a proxy or attorney is valid if it is signed, or otherwise authenticated in a manner approved by the directors, by the member making the appointment and contains such information and is in such form as may be required by the directors. Otherwise, the appointment is not required to contain any particular information or be in any particular form.
(k) An appointment of a proxy or attorney for a meeting of members will only be effective if:
(1) the appointment; and
(2) if the authority is signed, or otherwise authenticated in a manner approved by the directors, by the appointor’s attorney, the authority under which the appointment was is signed or authenticated or a certified copy of the authority;

are received by the company at least 48 hours before the meeting or any lesser period provided in the notice of meeting, unless the directors otherwise determine.

(l) The appointment and any authority will be received by the company when received at:

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(1) the company’s registered office;
(2) a fax number at the company’s registered office; or
(3) a place, fax number or electronic address (if any) specified for the purpose in the notice of meeting.

If the notice of meeting specifies other electronic means approved by the directors by which a member may give to the company an appointment or authority, the document will also be received by the company when the document given by those means is received by the company in the manner approved by the directors.

(m) The directors may accept upon the production of other evidence:
(1) an oral appointment of a proxy or attorney;
(2) an appointment of a proxy or attorney which is not signed by the appointor or the appointor’s attorney; and
(3) a copy of any document, including a copy sent by fax.
(n) A vote at a meeting by a proxy or attorney is valid despite:
(1) a transmission event having occurred in relation to the appointor;
(2) the appointor revoking the instrument of appointment or the authority under which the instrument was executed; or
(3) the transfer of the share for which the instrument was given not having been registered;

provided the company does not receive written notice of such an event before the meeting commenced.

(o) The appointment of a proxy or attorney is not revoked by the appointor attending and taking part in the general meeting.
(p) The proxy or attorney must not vote, as the appointor’s proxy or attorney, if the appointor votes on a resolution.
(q) Where an instrument intended for the appointment of a proxy does not specify the name of a proxy the instrument is not for that reason invalid and is to be taken to be given in favour of the chair of the meeting.

6.106 .11 Separate class meetings

If at any time a meeting of a class of members of the company is required or proposed, rules 6.1 to 6.9 will apply so far as they are capable of application (and with all necessary changes) to that meeting.

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6.12 Direct voting

(a) 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.
(b) A “direct vote” includes a vote delivered to the company by post, fax or other electronic means approved by the directors.
(c) 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.
(d) If the company receives a valid direct vote on a resolution in accordance with this clause 6.12, and, prior to, after or at the same time as receipt of the direct vote, the company receives an instrument appointing a proxy, attorney or representative to vote on behalf of the same member on that resolution, the company may regard the direct vote as effective in respect of that resolution and disregard any vote cast by the proxy, attorney or representative on the resolution at the meeting.
(e) A direct vote by a member is not revoked by the member attending the meeting unless the member instructs the company (or at the company’s instruction, the share registry of the company) prior to the meeting that the member wishes to vote in person on any or all of the resolutions to be put before the meeting, in which case the direct vote by the member is revoked.

7. Directors

7.1 Appointment and removal of directors

(a) Subject to the Corporations Act, there must be at least 3 directors and not more than 10 directors or such other minimum or maximum number of directors as the members by resolution determine, or any lower number that the directors decide (subject to the Corporations Act).
(b) The first directors are the persons who are specified with their consent as proposed directors in the application for registration of the company.
(c) Directors in office on the date that the company adopted this constitution continue in office on the terms and conditions set out in this constitution.
(d) The members may by resolution appoint or remove a director.
(e) The directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but the total number of directors must not exceed any maximum number fixed in accordance with this constitution. Any director appointed under this rule (e) only holds office until the next annual general meeting and must then retire from office. The managing director (but if there is more than 1 managing director, only 1) is exempted from this requirement to retire.

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(f) The total number of directors must not at any time exceed the maximum number allowed under this constitution.
(g) At each annual general meeting of the company the following directors must retire from office:
(1) Each director who has held office past the third annual general meeting or 3 years since the director’s last election, whichever is longer.
(2) Each director appointed by the directors to fill a casual vacancy or as an addition to the existing directors since the last annual general meeting.
(3) If the ASX Listing Rules requires the company to hold an election of directors each year and there is no director required to retire under (1) or (2) above or standing for election at the annual general meeting, the director who has been longest in office since his or her last election, but, as between persons who were elected as directors on the same day, the director to retire must be determined by lot, unless they otherwise agree between themselves.

Unless re-elected, a director due to retire at an annual general meeting retains office until the conclusion of the meeting. The company must hold an election of directors each year for so long as the ASX Listing Rules require it.

(h) Rules 7.1(g) does not apply to the managing director who is exempted from having to retire by rotation at an annual general meeting (but if there is more than 1 managing director, only 1 is exempted from having to retire by rotation under rules 7.1(g)).
(i) A retiring director is eligible for re-election.
(j) The company may, at a general meeting at which a director retires, by resolution fill the vacated office by electing a person to that office.
(k) A person is eligible for election as a director at a general meeting of the company only if:
(1) the person is in office as a director immediately before that meeting;
(2) the person has been nominated by the directors for election at that meeting; or
(3) a nomination for election of the person as a director signed by a member (including the person) and a consent to nomination signed by the person has been lodged at the registered office of the company at least 45 business days (or any other period fixed by the Board and notified to ASX) before the date of the general meeting at which the election is to occur, unless the ASX Listing Rules otherwise require.
(l) Where a majority of all directors consider that the continuance in office of a director would be, or would be likely to be, prejudicial to the interests of the company, the director may be suspended by resolution passed by that majority at a meeting of directors specifically convened for the purpose of considering the

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suspension. The suspended director may not take part in the business or affairs of the company during the period of suspension. The suspension may be terminated at any time by a resolution passed by a majority of all directors at a meeting of directors specifically convened for the purpose of considering termination of the suspension. The suspension will terminate at the end of 14 days from the date of the suspension unless within that period notice of a general meeting of the company to consider a resolution to remove the director from office is despatched to members and the meeting is convened to be held within 35 days from the date of despatch. In that case, the suspension will terminate at the conclusion of the meeting.

7.2 Vacation of office

In addition to any circumstance provided for elsewhere in this constitution, a director ceases to be, and to hold office as, a director of the company:

(a) in the circumstances prescribed by the Corporations Act;
(b) if the director dies, on his or her death;
(c) if the director becomes of unsound mind or a person who, or whose estate is, liable to be dealt with in any way under the law relating to mental health, when he or she becomes so mentally incapacitated;
(d) if the director resigns by notice in writing to the company, when the resignation is stated to become effective in the notice or, if not so stated, on the date the company receives the notice; or
(e) if the director is absent (and not represented by an alternate director) from meetings of directors for at least 6 consecutive months and the directors do not resolve to grant the director leave of absence from those meetings at or before the next meeting of directors after written notice of the absence has been given to the directors by the secretary, at the end of that meeting.

7.3 Remuneration and expenses

(a) Each director is entitled to such remuneration out of the funds of the company (accruing from day to day if periodic) as the directors determine provided that:
(1) the director’s remuneration must not include a commission on, or percentage of, operating revenue; and
(2) if the director is a non-executive director, the director’s remuneration paid must be a fixed sum.
(b) The aggregate remuneration paid to or for the benefit of the directors must not exceed in a financial year of the company $400,000 or such other sum as the members may by resolution approve. This limitation does not apply to:
(1) any amount paid or payable under rule 7.3(d) or (e);

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(2) any amount paid or payable under or in respect of any indemnification or insurance provided or procured in accordance with rule 9; or
(3) the remuneration to which a director may be entitled as an employee of the company or a related body corporate or in a capacity other than as a director of the company.
(c) If the directors determine an aggregate annual remuneration to which they are entitled, they must divide it:
(1) in the amounts or proportions agreed between them; or
(2) failing agreement, equally among the non-executive directors only.
(d) A director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.
(e) If a director performs an extra service or makes special exertion for the company, the directors may arrange for a special remuneration.
(f) The directors may resolve that the company:
(1) at any time after a director dies, retires or otherwise ceases to hold office as a director or a director or former director ceases to be gainfully employed, pay to the director or former director or a legal personal representative, spouse, relative or dependant of the director or former director a pension, lump sum, superannuation amount or other benefit;
(2) establish, pay contributions or other amounts to, or otherwise support, a fund or other entity providing for any such benefit; and
(3) enter into a contract with the director to provide for any of these benefits.

Any amount paid or payable under this rule 7.3(f) is not subject to the limitation under rule 7.3(b).

7.4 Share qualification

Subject to clause 7.5, a director is not required to hold any shares in the company to qualify for appointment and is entitled to attend and speak at general meetings even if that director is not a member.

7.5 Membership requirement

A person seeking to be elected as a director that has not been endorsed by the directors must be a member.

7.6 Interested directors

(a) Subject to the Corporations Act, a director:

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(1) may hold any other office, place of profit, position or interest in the company, any related body corporate or any body corporate the company promotes or holds an interest in;
(2) may do so on the terms that the director and the relevant body corporate agree; and
(3) is not accountable to the company for any remuneration or other benefit the director receives in connection with that office, place, position or interest.
(b) A director may exercise the voting rights conferred by shares in any body corporate that the company holds or owns in any manner including, but not limited to, voting for a resolution:
(1) which provides for the appointment or remuneration of the director, or any other person, as a director or officer of that body corporate; or
(2) in which the director is otherwise interested.
(c) Subject to the Corporations Act, a director is not disqualified, merely because that person is a director, from contracting with the company for any reason including, but not limited to:
(1) selling or purchasing property to or from the company;
(2) lending or borrowing money to or from, the company with or without interest or security;
(3) guaranteeing for a commission or profit money that the company borrows;
(4) underwriting or guaranteeing for a commission or profit the subscription for securities in the company, a related body corporate or a body corporate the company promotes or holds an interest in;
(5) being employed by the company; or
(6) acting in a professional capacity for the company.
(d) A contract or arrangement entered into by or on behalf of the company with a director or in which a director is or may be in any way interested is not void or voidable merely because the director is a director or because of the fiduciary obligations arising out of that office, and the director is not liable to account to the company for any profit realised by or under such a contract or arrangement.
(e) Subject to the Corporations Act, a director is not excluded from:
(1) being present, counted in a quorum or voting at a meeting of directors; or
(2) signing any document;

for or in relation to a contract or arrangement or proposed contract or arrangement in which the director is interested.

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7.7 Powers and duties of directors

(a) A director must comply with the Corporations Act and fulfil any duties prescribed in it.
(b) The directors are responsible for managing the business and affairs of the company. The directors may exercise to the exclusion of the members all the powers of the company which are not required, by the Corporations Act or by this constitution, to be exercised by the members in general meeting or by resolution of the members.
(c) Without limiting the generality of rule 7.6(a), the directors may exercise all the powers of the company:
(1) to borrow or otherwise raise money;
(2) to charge any property or business of the company or all or any of its uncalled capital; and
(3) to issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.
(d) The directors may determine how negotiable instruments, including but not limited to cheques, may be executed by or on behalf of the company.
(e) The directors may pay out of the company’s funds all expenses of:
(1) the promotion, formation and registration of the company; and
(2) the vesting in it of the assets it requires.
(f) The directors may appoint or employ any person to be an officer, agent or attorney of the company:
(1) for any purpose and for any period;
(2) with any powers, discretions and duties, including but not limited to those vested in the directors; and
(3) upon any conditions.
(g) The directors may authorise an officer, agent or attorney to delegate any powers, discretions and duties vested in that person.
(h) Subject to any contract between the company and the relevant officer, agent or attorney, the directors may remove or dismiss that person at any time, with or without cause.
(i) A power of attorney may contain any provision for the protection and convenience of the attorney or a person dealing with the attorney.
(j) Every director and other agent or officer of the company must:
(1) keep the transactions and affairs of the company confidential, except:

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(A) to the extent necessary to enable the person to perform his or her duties to the company;
(B) as required by the directors or the company in general meeting; and
(C) as required by law; and
(2) if requested by the directors, sign a confidentiality undertaking consistent with this clause.

7.8 Proceedings of directors

(a) The directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.
(b) The contemporaneous linking together by telephone or other electronic means of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors.
(c) The rules relating to meetings of the directors apply with the necessary changes, to meetings of the directors by telephone or other electronic means.
(d) A director participating in a meeting by telephone or other electronic means is considered present in person at the meeting.
(e) A meeting by telephone or other electronic means is held at the place determined by the chair of the meeting.
(f) At least 1 of the directors involved in a telephone or electronic meeting must have been at the place the chair determines as the meeting place, for the duration of the meeting.

7.9 Convening of meetings of directors

(a) A director may convene a meeting of the directors at any time.
(b) On the requisition of a director, a secretary must convene a meeting of the directors.

7.10 Notice of meetings of directors

(a) Subject to this constitution, the secretary must give notice of a meeting of directors to each director other than a director on leave of absence approved by the directors.
(b) A notice of a meeting of directors:
(1) must specify the time and place of the meeting;
(2) need not state the nature of the business to be transacted at the meeting;
(3) must be given at least 24 hours before the meeting except where due to the urgency of the matter that is impractical in which case it may be given at any time before the meeting; and

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(4) may be oral or written and may be given in person or by post, telephone, fax or other electronic means.
(c) A director waives notice of a meeting of directors if the director:
(1) gives written notice of waiver to the company before, at or after the meeting; or
(2) attends the meeting.
(d) A resolution passed, or other act done, at a meeting of directors will not be invalid merely because a person to whom notice of the meeting is required to be given does not receive or is not given notice of the meeting if:
(1) the failure occurred by accident or error; or
(2) the person waives notice of the meeting.

7.11 Quorum at meetings of directors

(a) The directors may transact business at a meeting of directors only if a quorum of directors is present at the time the business is dealt with.
(b) A quorum of directors consists of:
(1) if the directors have fixed a number for the quorum, that number of directors; and
(2) in any other case 2 directors.
(c) If the number of directors in office at any time is not sufficient to constitute a quorum at a meeting of directors or is less than the minimum number of directors fixed under this constitution, then the remaining director or directors may act as soon as possible:
(1) to increase the number of directors to a number sufficient to constitute a quorum and to satisfy the minimum number of directors required under this constitution; or
(2) to convene a general meeting of the company for that purpose.
(d) Until the directors have complied with rule 7.10(c), they must only act if and to the extent that there is an emergency requiring them to act.

7.12 Chair and deputy chair of directors

(a) The directors may:
(1) appoint 1 of the directors as chair of directors; and
(2) determine the period for which that director is to be chair of directors.
(b) The directors may:

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(1) appoint 1 of the directors as deputy chair of directors; and
(2) determine the period for which that director is to be deputy chair of directors.
(c) The directors may resolve that the office of chair or deputy chair of directors is an extra service or special exertion performed by the director holding that office for the purposes of rule 7.3(e).
(d) The chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting.
(e) If the directors have elected a deputy chair of directors, then the deputy chair of directors, if present within 10 minutes after the time appointed for the holding of a meeting of directors and willing to act, must preside as chair of the meeting if:
(1) there is no chair of directors; or
(2) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.
(f) The directors present must elect 1 of their number to be chair of the meeting if at a meeting of directors:
(1) there is no chair or deputy chair of directors; or
(2) the chair or deputy chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting or is not willing to act as chair of the meeting.

7.13 Decisions of directors

(a) A meeting of directors at which a quorum is present is competent to exercise each authority, power and discretion vested in or exercisable by the directors under this constitution.
(b) The directors must decide questions arising at a meeting of directors by a majority of votes cast by the directors present.
(c) A decision under rule 7.12(b) is for all purposes a determination of the directors.
(d) In the case of an equality of votes upon any proposed resolution the chair of the meeting has a second or casting vote unless only 2 directors competent to vote on the proposed resolution are present at the meeting.

7.14 Written resolutions

(a) A written resolution signed by:
(1) all directors entitled to vote on the resolution; or

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(2) a majority of the directors entitled to vote on the resolution where notice of the resolution was given in the same way it would have been required to have been given if it were a notice of a meeting of directors to consider the resolution, and the directors who sign would have constituted a quorum at such a meeting;

is as valid as if passed at a duly convened and held meeting of directors and is effective when signed by the last of all the directors or the last of the directors constituting the majority, as the case may be.

(b) The resolution may consist of several documents in the same terms, each of which is signed by 1 or more directors.
(c) A facsimile transmission or other document produced or transmitted electronically in the name, and with the authority of, a director will be taken to be a document in writing signed by the director.

7.15 Alternate directors

(a) With the approval of the directors (and without the vote of the director seeking to appoint an alternate), a director may appoint another director or any other person, to be the director’s alternate director to act in his or her place at any meeting of directors or for any period where the director is unable to attend to his or her duties or exercise his or her powers as a director.
(b) An alternate director may, subject to his or her terms of appointment, exercise all the powers (except the power to appoint an alternate director) and perform all the duties of the director who has appointed the alternate director to the extent the director has not exercised or performed them. Without limiting the foregoing, an alternate director may attend and vote at a meeting of directors if his or her appointor is not present. An alternate director is otherwise not entitled, and has no other power, to act as a director of the company.
(c) An alternate director is not entitled to notice of meetings of directors unless his or her appointor is on leave of absence approved by the directors. In that case, the alternate director must be given notice of meetings of directors during the leave of absence.
(d) An alternate director waives notice of a meeting of directors for the alternate director and his or her appointor if the alternate director:
(1) gives written notice of waiver to the company before, at or after the meeting; or
(2) attends the meeting.
(e) A person may act as alternate director to more than 1 director and is entitled to a separate vote for each director the alternate director represents, in addition to any vote the alternate director may have as a director in that person’s own right.
(f) The office of an alternate director is vacated if and when the appointor vacates the office as a director.

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(g) The appointor may terminate the appointment of an alternate director at any time, even if the period of the appointment of the alternate director has not expired.
(h) The appointor must appoint and terminate an appointment of an alternate director by a written, signed statement.
(i) An appointment and termination are only effective after the company receives the appointor’s written, signed statement and, in the case of an appointment requiring the approval of a majority of the directors of the company, after that approval has been given.
(j) An alternate director is not to be taken into account in determining the minimum or maximum number of directors allowed under this constitution.
(k) In determining whether a quorum is present at a meeting of directors, an alternate director, who attends the meeting is counted as a director for each director on whose behalf the alternate director is attending.
(l) An alternate director is not to be taken into account in determining the number of directors or rotation of directors.
(m) An alternate director is only entitled to be paid the remuneration that the directors think fit for his or her services as an alternate director, and any such remuneration must be in reduction of the remuneration payable to the director for whom the alternate director acts as alternate unless the directors otherwise determine.
(n) An alternate director is entitled to be paid all reasonable travel, accommodation and other expenses properly incurred by the alternate director in attending meetings of, or relating to, the company or while engaged on the business or affairs of the company.
(o) An alternate director, while acting as a director:
(1) is responsible to the company for that person’s own acts and defaults; and
(2) is not the agent of the director who appointed the alternate director.

7.16 Committees of directors

(a) The directors may delegate any of their powers to a committee or committees of directors.
(b) A committee to which a power is delegated, when exercising the power, must comply with any directions of the directors.
(c) The rules applying to meetings and resolutions of directors with the changes necessary, apply to meetings and resolutions of a committee of directors.
(d) The directors may resolve that membership of a committee of directors is an extra service or special exertion performed by the members for the purposes of rule 7.3(e).

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7.17 Delegation to individual directors

(a) The directors may delegate any of their powers to 1 director.
(b) A director to whom any powers are delegated must exercise the powers delegated in accordance with any directions of the directors.
(c) The directors may resolve to treat the acceptance of a delegation as an extra service or special exertion performed by the delegate for rule 7.3(e).

7.18 Validity of acts

An act done by a person acting as a director, by a meeting of directors or by a committee of directors attended by a person acting as a director is not invalidated by reason only of:

(a) a defect in the appointment of the person as a director;
(b) the person being disqualified to be a director or having vacated office; or
(c) the person not being entitled to vote.

8. Executive officers

8.1 Managing directors, deputy managing directors and executive directors

(a) The directors may appoint 1 or more of the directors to be:
(1) a managing director;
(2) a deputy managing director; or
(3) an executive director employed by the company or a related body corporate in any other capacity.
(b) The directors may confer on a managing director, deputy managing director or other executive director any title.
(c) A person appointed to be an officer under rule 8.1(a) automatically ceases to hold that office if he or she ceases to be a director but, subject to any contract between the company and the person, he or she does not cease to be employed or otherwise engaged by the company by reason only of the person ceasing to be a director.
(d) Unless the directors otherwise determine, a person appointed to be an officer under rule 8.1(a) automatically ceases to be a director if he or she ceases to be employed or otherwise engaged by the company to serve in that office.

8.2 Associate directors

(a) The directors may appoint 1 or more associate directors.
(b) The directors may confer on an associate director any title.

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(c) Even though the word “director” may appear in an associate director’s title an associate director is not a director of the company, and is not entitled:
(1) to attend a meeting of directors except by the invitation and with the consent of the directors; or
(2) to vote at any meeting of directors.

8.3 Secretaries

The directors:

(a) must appoint at least 1 secretary;
(b) may appoint additional secretaries; and
(c) may appoint 1 or more assistant secretaries.

8.4 Terms of office

(a) The appointment of a person to be an officer or to hold an office referred to in this rule 8 may be for a period, at a remuneration and on other terms to be decided by the directors.
(b) Subject to any contract between the company and a person appointed to be an officer or to hold an office referred to in this rule 8, the directors may remove or dismiss the person from office at any time, with or without cause.
(c) The directors may:
(1) confer on a person appointed to be an officer or to hold an office referred to in this rule 8 any power, discretion and duty, including but not limited to any power, discretion and duty vested in or exercisable by the directors;
(2) withdraw, suspend or vary any power, discretion and duty conferred on the person; and
(3) authorise the person to delegate any power, discretion and duty conferred on him or her.
(d) An act done by a person appointed to be an officer or to hold an office referred to in this rule 8 is not invalidated by reason only of:
(1) a defect in the person’s appointment; or
(2) the person being disqualified to hold that office,

if that circumstance was not known by the person when the act was done.

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9. Indemnity and insurance

9.1 Indemnity

(a) Subject to this rule 9.1, the company indemnifies:
(1) each person who is or has been an officer of the company against all liabilities incurred by the person as such an officer; and
(2) each person who is or has been an officer of a related body corporate of the company against those liabilities incurred by the person as such an officer which the directors determine to be indemnified under this rule 9.1.

For the purposes of this rule 9.1(a), liabilities incurred by a person as an officer of the company or a related body corporate are taken to include legal costs incurred by the person:

(3) in defending, resisting or otherwise responding to an action, proceeding or investigation commenced or brought by another or others for a liability incurred by the person as an officer of the body corporate or otherwise concerning the person as an officer of the body corporate; or
(4) in connection with a proceeding for relief to the person under the Corporations Act concerning the person as an officer of the body corporate;

but do not include any other legal costs incurred by the person in connection with an action, proceeding or investigation concerning the person.

(b) The following liabilities of a person, except for a liability for legal costs, are excluded from the indemnities in rule 9.1(a):
(1) A liability owed to the company or a related body corporate.
(2) A liability for a pecuniary penalty order under section 1317G or a compensation order under section 1317H or 1317HA of the Corporations Act.
(3) A liability owed to someone other than the company or a related body corporate and did not arise out of conduct in good faith.
(4) Any other liability against which the company is precluded by law from indemnifying the person.
(c) The following legal costs of a person are excluded from the indemnities in rule 9.1(a):
(1) Legal costs incurred in defending or resisting a proceeding in which the person is found to have a liability for which he or she could not be indemnified.
(2) Legal costs incurred in defending or resisting a criminal proceeding in which the person is found guilty.

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(3) Legal costs incurred in defending or resisting a proceeding brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established except for costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing the proceeding for the court order.
(4) Legal costs incurred in connection with a proceeding for relief to the person under the Corporations Act in which the court denies relief.
(5) Any other legal costs against which the company is precluded by law from indemnifying the person.
(d) An indemnity in rule 9.1(a):
(1) is a continuing obligation and is enforceable by a person even though that person may have ceased to be an officer of the company or a related body corporate;
(2) applies to liabilities incurred both before and after the date of adoption of this rule 9.1;
(3) operates only to the extent and for the amount that the person is not otherwise entitled to be indemnified and is not actually indemnified by an insurer under an insurance policy or another person that is not a related body corporate of the company;
(4) in respect of a liability incurred by a person as an officer of a related body corporate of the company, operates only to the extent and for the amount that the person is not actually indemnified by that related body corporate; and
(5) is enforceable by a person only if the person notifies the company of any claim against the person that may give rise to the right to be indemnified as soon as reasonably practicable after becoming aware of the claim, takes such action as the company reasonably requests in respect of the claim, does not make any admission of liability in respect of or settle the claim without the prior written consent of the company, provides the company with all reasonable assistance and cooperation in defending, resisting or otherwise dealing with the claim and does anything reasonably requested by the company in order to enable the company to be subrogated to and enjoy the benefits of the person’s rights in relation to the claim against any third party.

9.2 Insurance

The company may purchase and maintain insurance or pay or agree to pay a premium for insurance in respect of any liability incurred by a person who is or has been an officer of the company or a related body corporate except to the extent that the company is precluded by law from doing so.

9.3 Savings

Nothing in rules 9.1 and 9.2:

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(a) affects any other right or remedy that a person may have in respect of any liability referred to in those rules; or
(b) limits the capacity of the company to indemnify any person or provide or pay for insurance in respect of any person, whether or not those rules already apply to the person and whether by way of deed executed by the company or otherwise.

9.4 Officer

In this rule 9, a reference to an officer of a body corporate is a reference to:

(a) a director or secretary of the body corporate;
(b) an executive officer of the body corporate as defined in section 9 of the Corporations Act; and
(c) in the case of the company, a person appointed to be an officer or to hold an office referred to in rule 8.

10. Winding-up

10.1 Distribution of surplus

(a) Subject to this constitution and any rights or restrictions attached to a share or class of shares, if the company is wound up and the property of the company is more than sufficient to pay all of:
(1) the debts and liabilities of the company; and
(2) the costs, charges and expenses of the winding up;

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

(b) To calculate the excess, any amount unpaid on a share is to be treated as property of the company.
(c) The amount of the excess that would otherwise be distributed to the holder of a partly paid share must be reduced by the amount unpaid on that share at the date of the distribution.
(d) If the effect of the reduction under rule 10.1(c) would be to reduce the distribution to the holder of a partly paid share to a negative amount, then the holder must contribute that amount to the company.

10.2 Division of property

(a) If the company is wound up, the liquidator may, with the sanction of a special resolution:

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(1) divide among the members the whole or any part of the property of the company; and
(2) determine how the division is to be carried out as between the members or different classes of members.
(b) A division may be otherwise than in accordance with the legal rights of the members.
(c) In a division, any class may be:
(1) given preferential or special rights; or
(2) excluded altogether or in part.
(d) If a division is not in accordance with the legal rights of the members, a member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Corporations Act.
(e) If any of the property to be divided includes a security with a liability to calls, a person entitled under the division to a security may by notice in writing direct the liquidator to:
(1) sell the person’s proportion of the security; and
(2) account for the net proceeds.
(f) The liquidator if practicable, must act accordingly.
(g) The liquidator must act within 10 days after the passing of the special resolution referred to in rule 10.2(a).
(h) Nothing in this rule 10.2 derogates from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.
(i) Rule 4.3 applies with the necessary changes to a division by a liquidator under rule 10.2(a) as if the references in rule 4.3 to the directors and to a distribution or capitalisation were references to the liquidator and to the division under rule 10.2(a).

11. Minutes and records

11.1 Minute books

The company must keep minute books in which it records:

(a) proceedings and resolutions of meetings of the company’s members;
(b) proceedings and resolutions of directors’ meetings (including meetings of a committee of directors);

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(c) resolutions passed by members without a meeting; and
(d) resolutions passed by directors without a meeting.

11.2 Minutes

(a) The company must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.
(b) The company must ensure that minutes of the passing of a resolution without a meeting are signed by a director within a reasonable time after the resolution is passed.

11.3 Electronic minutes

Minutes may be recorded in electronic form if, at the time of recording the information, it was reasonable to expect that the information would be readily accessible so as to be useable for subsequent reference.

11.31 1.4 Evidence

A minute that is so recorded and signed is evidence of the proceeding, resolution or declaration to which it relates, unless the contrary is proved.

11.41 1.5 Inspection of records

(a) The directors must ensure the minute books for general meetings are open for inspection by members free of charge (including making the minutes open for inspection by electronic means).
(b) Subject to rule 11.4(a), the directors may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of the company or any of them are open to the inspection of members, who are not directors.
(c) Subject to the law and authorisation by the directors, a member, who is not a director, has no right to inspect any books, records or documents of the company.

12. Execution of documents

12.1 Manner of execution

The company may execute a document if the document is signed by:

(a) 2 directors; or
(b) a director and a secretary.

12.2 Common seal

(a) The company may have a common seal.
(b) If the company has a common seal, rules 12.3 to 12.8 apply.

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12.3 Safe custody of seal

The directors must provide for the safe custody of the seal.

12.4 Executing documents without a seal

(a) If a document is not required at law to be executed under seal, it will be binding on the company if signed by any two directors or a director and company secretary (if applicable) by any means, including in wet ink or electronically.

(b) A document may be signed either in copy or counterpart.
(c) For a document to be executed electronically under clause 12.4(a):
(1) a method must be used to identify the person signing and to indicate the person’s intention to sign a copy or counterpart of the document; and
(2) the copy or counterpart must include the entire contents of the document; and
(3) the method used must be either:

(A) as reliable as appropriate for the purpose for which the document was generated or communicated, in light of all the circumstances, including any relevant agreement; or (B) proven in fact to have fulfilled the functions described in clause 12.4(c)(3)(A), by itself or together with further evidence.

12.41 2.5 Use of seal

(a) The seal must be used only by the authority of the directors or of a committee of the directors authorised by the directors to authorise the use of the seal.
(b) The directors may give the authority to use the seal before or after the seal is used.
(c) Subject to rule 12.8, until the directors otherwise determine, every document to which the seal is fixed must be signed by:
(1) 2 directors;
(2) a director and a secretary; or
(3) a director and another person appointed by the directors to countersign that document or a class of documents in which that document is included.

12.51 2.6 Seal register

(a) The company may keep a seal register.
(b) If the company does keep a seal register, then it must enter in the register particulars of each document on which the seal is fixed giving in each case:
(1) the date of the document;

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(2) the names of the parties to the document;
(3) a short description of the document; and
(4) the names of the persons signing the document under rule 12.4(c).
(c) The register must be produced at meetings of directors for confirmation of the use of the seal since confirmation was last given under this rule 12.5.
(d) Failure to comply with rule 12.5(b) or (c) does not invalidate any document to which the seal is properly affixed.
(e) Rules 12.5(b) and (c) do not apply to a certificate for securities of the company.

12.61 2.7 Duplicate seal

(a) The company may have for use in place of its common seal outside the state or territory where its common seal is kept, 1 or more duplicate seals.
(b) A duplicate seal must be a facsimile of the common seal of the company with the addition on its face:
(1) of the words “duplicate seal”; and
(2) the name of the place where it is to be used.
(c) A document sealed with a duplicate seal is considered to be sealed with the common seal of the company.

12.71 2.8 Share seal or certificate seal

(a) The company may have for use on certificates for securities of the company in place of its common seal, 1 or more share seals or certificate seals.
(b) A share seal or certificate seal must be a facsimile of the common seal of the company with the addition on its face of the words “share seal” or “certificate seal”.
(c) A certificate for securities of the company sealed with a share seal or certificate seal is considered to be sealed with the common seal of the company.

12.81 2.9 Sealing and signing of certificates

The directors may determine either generally or in a particular case that the seal and the signature of any director, secretary or other person is to be printed on or affixed to any certificates for securities in the company by some mechanical or other means.

13. Notices

13.1 Notices by the company to members

(a) The company may give a notice to a member by:

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(1) serving it personally at, or by sending it by post or courier to, the member’s address as shown in the register of members or another address the member has supplied; or
(2) sending it to the fax number or electronic address the member has supplied to the company for the giving of notices.
(b) The company may give a notice to joint holders of a share by serving it or sending it in the manner authorised by rule 13.1(a) to the joint holder first named in the register of members or another joint holder notified in writing to the company for this purpose by all joint holders.
(c) The company may give a notice to a person entitled to a share as a result of a transmission event by serving it or sending it in the manner authorised by rule 13.1(a) and:
(1) addressed to the name or title of the person, at or to the address, fax number of electronic address supplied to the company for the giving of notices to that person; or
(2) if no address, fax number of electronic address has been supplied, then at or to the address, fax number or electronic address to which the notice would have been sent if the relevant transmission event had not occurred.
(d) Despite the occurrence of a transmission event and whether or not the company has notice of it, a notice given in accordance with this rule 13.1 to a member is taken to be given to any person entitled to the member’s share as a result of the transmission event.
(e) A notice given in accordance with this rule 13.1 to a person who is entitled to a share as a result of a transmission event is taken to be given to the member in whose name the share is registered.
(f) The fact that a person has supplied a fax number or an electronic address for the giving of notice does not require the company to give any notice to that person by fax or electronic means.
(g) A person who because of a transfer of shares becomes entitled to a share registered in the name of a member is bound by every notice which, before that person’s name and address is entered in the register of members for those shares, is given to the member under this rule 13.1.
(h) The company may sign any notice given under this rule 13.1 in writing or as a facsimile printed or affixed by some mechanical or other means.
(i) A certificate signed by a director or secretary of the company stating that the company has given notice under this constitution is conclusive evidence of that fact.

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13.2 Documents distributed by electronic means

Subject to clause 13.3, and unless the document is required or permitted to be given to Australian Securities and Investments Commission, the company may distribute any document that is required or permitted to be given to a person under the Corporations Act that relates to a general meeting (or a resolution to be considered without a meeting), including but not limited to:

(a) a request in relation to such a meeting;
(b) a notice of such a meeting;
(c) a notice of a resolution or record of a resolution;
(d) a statement in relation to such a meeting, or in relation to a matter to be considered at such a meeting;
(e) the appointment of a proxy in relation to such a meeting, or any other document in relation to a proxy;
(f) a question for, or response to a question by, an auditor of the company; and
(g) minute books,
(h) by means of electronic communication. For the avoidance of doubt, giving the person sufficient information to allow them to access the document electronically will suffice.

13.3 Right to receive hard copies

(a) A member may elect to receive documents that the company is required or permitted to be given to a person under the Corporations Act that relates to a general meeting, in hard copy only.

(b) A member’s election to receive documents in hard copy only:
(1) commences on the day on which that member gives the company notice in writing of the election (including by electronic means); and
(2) ceases on the day on which the member gives the company notice in writing withdrawing the election (including by electronic means).
(c) If:
(1) the company receives a written election under this clause 13.3 on or after the day that is 10 business days immediately before the minimum notice period for the relevant meeting pursuant to this constitution, Corporations Act, or the ASX Listing Rules; or
(2) the document relates to a resolution to be considered without a meeting and written notice of the election is given to the company on or after the document is given to the member,

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the election to receive that document in hard copy is not in force.

13.21 3.4 Notices by the company to the directors

Subject to this constitution, the company may give a notice to a director or alternate director either by:

(a) serving it personally at, or by sending it by post or courier to, the director’s or alternate director’s usual residential or business address or to another address the director or alternate director has supplied to the company for the giving of notices; or
(b) by sending it to the fax number or electronic address which the director or alternate director has supplied to the company for the giving of notices.

13.31 3.5 Notices posted to addresses outside the Commonwealth

A notice sent by post or courier to an address outside the Commonwealth must be sent by airmail or air-courier.

13.41 3.6 Time of service

(a) If the company sends a notice by post or courier, then it is served on the day after the date a properly addressed envelope containing the notice is placed in the post or given to the courier for delivery provided that the postage or courier delivery fee is prepaid or the company has an arrangement with the postal or courier service provider to pay after posting or delivery.
(b) If the company sends a notice by fax or electronic means in accordance with the Corporations Act and this constitution, then it is served on the business day after the information is sent. ~~day it is sent~~ .
~~(b)~~ (c)If the company sends a notice by giving the member sufficient information to allow –
the member to access the document electronically on the business day after the day on which the information is sent to the member.

13.51 3.7 Other communications and documents

Rules 13.1-13.4 apply, with the necessary changes, to the service of any communication or document.

13.61 3.8 Notices in writing

A reference in this constitution to a notice in writing includes a notice given by fax or electronic means.

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Date: 8 October 2021

Re: TOP 2021 AGM

Dear fellow shareholder

I am writing to invite you to the 2021 Annual General Meeting ( AGM ) of Thorney Technologies Ltd ( TOP or Company) which will be held at 10:30am (Melbourne time) on Monday, 8 November 2021.

Please note that due to COVID-19 restrictions, the AGM will be held virtually and there will not be a physical venue for you to attend. The Board and I are disappointed that we will not be able to meet you in person, but we hope you appreciate our need to prioritise the health and safety of our shareholders, employees and the community.

However, you or your proxyholder may participate in the TOP AGM online in real-time by voting, watching, listening and/or asking questions via the Lumi link: https://web.lumiagm.com/390188713.

Details on how to do this and the business to be transacted at the AGM are set out in the TOP Notice of Meeting.

TOP will not be dispatching physical copies of the Notice of Meeting as is permitted by section 253R of the Corporations Act 2001 (Cth). Instead, you may view or download the Notice of Meeting at www.boardroomlimited.com.au/AGM/TOP2021. If you would like to request a hard copy of the Notice of Meeting, please contact the Company Secretary, Craig Smith, at [email protected].

Further, if you have provided an email address and elected to receive electronic communications from TOP then you will receive an email with a link to a copy of the Notice of Meeting and further information in regards to the virtual meeting.

We encourage all shareholders, proxyholders, attorneys and corporate representatives to participate in the AGM. We welcome shareholder questions in advance of the AGM. These can be submitted by using the ‘Ask the Board’ facility within the online voting site at www.votingonline.com.au or mailing questions to Boardroom Limited, GPO Box 3993, Sydney, NSW, 2000 or faxing +61 2 9290 9655. We will endeavour to address the key themes raised during the meeting. However, there may not be sufficient time available during the meeting to address all questions. Please not that individual responses will not be sent to shareholders.

If you would like to receive electronic communications from TOP in the future, please update your communication elections online at www.investorserve.com.au. If you have not yet registered, you will need your shareholder information including SRN/HIN details.

If you are unable to access the Notice of Meeting online please contact our share registry Boardroom Pty Limited on [email protected] or 1300 737 760 (within Australia) or (02) 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEDT) Monday to Friday, to arrange a copy.

THORNEY OPPORTUNITIES LTD ABN 41 080 167 264 Level 39, 55 Collins St. Melbourne VIC 3000 Australia

THORNEY OPPORTUNITIES LTD Shareholder letter continued

The Board encourages you to read the TOP 2021 Annual Report, which can be found at https://www.thorney.com.au/TOP/2021AnnualReport.pdf, and to vote at the AGM.

Yours sincerely

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Alex Waislitz Chairman

P a g e 2 | 2

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia  By Fax: +61 2 9290 9655

 Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT For your vote to be effective it must be recorded before 10:30am AEDT on Saturday, 6 November 2021.  TO VOTE ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/topagm2021 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Appointment of a Second Proxy Company Secretary. Where the company has a Sole Director who is also the Sole Company You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to Secretary, this form should be signed by that person. appoint a second proxy, an additional Proxy Form may be obtained by contacting the signing in the appropriate place. company’s securities registry or you may copy this form. STEP 4 LODGEMENT To appoint a second proxy you must: Proxy forms (and any Power of Attorney under which it is signed) must be received no later (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting than 48 hours before the commencement of the meeting, therefore by rights or the number of securities applicable to that form. If the appointments do not specify Saturday, 6 November 2021 the percentage or number of votes that each proxy may exercise, each proxy may exercise the scheduled meeting. half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

Scan QR Code using smartphone

STEP 1 APPOINTMENT OF PROXY STEP 3 SIGN THE FORM Indicate who you want to appoint as your Proxy. The form must be signed as follows: If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to Individual: This form is to be signed by the securityholder. appoint someone other than the Chair of the Meeting as your proxy please write the full Joint Holding : where the holding is in more than one name, all the securityholders should name of that individual or body corporate. If you leave this section blank, or your named sign. proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with not be a securityholder of the company. Do not write the name of the issuer company or the the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form registered securityholder in the space. when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:30am AEDT on Saturday, 6 November 2021 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

Online https://www.votingonline.com.au/topagm2021
By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia
In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Thorney Opportunities Ltd ABN 41 080 167 264

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Thorney Opportunities Ltd (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box) OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held Virtually on Monday, 8 November, 2021 at 10:30am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company. Chair of the Meeting will vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution. STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a poll and your vote will not be counted in calculating the required majority. For Against Abstain Resolution 1 To Adopt the Remuneration Report Resolution 2 Re-election of Mr Henry D. Lanzer AM as director Resolution 3 To Adopt a new Constitution STEP 3 SIGNATURE OF SECURITYHOLDERS* This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Chair of the Meeting authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company.

For Against Abstain*

Resolution 1 To Adopt the Remuneration Report Resolution 2 Re-election of Mr Henry D. Lanzer AM as director Resolution 3 To Adopt a new Constitution STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2021

AI assistant

THORNEY OPPORTUNITIES LTD — AGM Information 2021

65940_rns_2021-10-07_d103ed3f-3e3e-4c58-979c-b8888d223954.pdf

ASX Code: TOP

NOTICE OF 2021 ANNUAL GENERAL MEETING/ PROXY FORM

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY. PLEASE READ IT CAREFULLY

1. WATCH, LISTEN TO AND OR ASK QUESTIONS AT THE AGM WEBINAR

2. VOTE IN ADVANCE OF THE AGM WEBINAR

3. VOTE AT THE AGM WEBINAR

Voting options

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Item 1. Financial Statements and other reports

Item 2. Resolution 1 – Remuneration Report

Item 3. Resolution 2 – Re-election of Mr Henry D. Lanzer AM as director

SPECIAL BUSINESS

Item 4. Resolution 3 – Adopt a new Constitution

SPECIAL BUSINESS

EXPLANATORY NOTES

VOTING, PROXIES AND QUESTIONS

1. HOW TO VOTE

2. SHAREHOLDERS ELIGIBLE TO VOTE

3. APPPOINTING PROXIES AND POWERS OF ATTORNEY

4. VOTING BY PROXIES

Default to the Chairman of the meeting

5. LODGING YOUR PROXY FORM

Powers of attorney

6. CORPORATE REPRESENTATIVES

7. CONDUCT OF THE MEETING

8. HOW TO ASK QUESTIONS

9. VOTING RESTRICTIONS

Item 2: Resolution 1 (Remuneration Report)

EXPLANATORY STATEMENT

ITEMS OF BUSINESS

ORDINARY BUSINESS

ITEM 1 – FINANCIAL STATEMENTS AND OTHER REPORTS

ITEM 2 – REMUNERATION REPORT

ITEM 3 – RE-ELECTION OF MR HENRY D. LANZER AM AS A DIRECTOR

SPECIAL BUSINESS

ITEM 4 – ADOPT A NEW CONSTITUTION

EXPLANATORY NOTES

GLOSSARY

ANNEXURE

Constitution

Table of contents

Thorney Opportunities Ltd ACN 080 167 264

1. Preliminary

1.1 Application of the Corporations Act

1.2 Definitions

1.3 Interpretation

1.4 Powers under this constitution

1.5 Payments

1.6 ASX Listing Rules compliance

2. Share capital

2.1 Shares

2.2 Preference shares

2.3 Issue of shares of same class

2.4 Joint holders of shares

2.5 Equitable and other claims

2.6 Employee share plans and employee option plans

3. Calls, forfeiture, indemnities, lien and surrender

3.1 Calls

3.2 Proceedings for recovery of calls

3.3 Payments in advance of calls

3.4 Forfeiture of partly paid shares

3.5 Indemnity for payments by the company

3.6 Lien on shares

3.7 Surrender of shares

3.8 General provisions applicable to a disposal of shares under this constitution

3.9 Interest payable by member

4. Distributions

4.1 Dividends

4.2 Capitalisation of profits and other amounts

4.3 Additional powers

4.4 Reserves

4.5 Carry forward of profits

4.6 Dividend reinvestment plans

4.7 Dividend selection plans

5. Transfer and transmission of shares

THORNEY OPPORTUNITIES LTD AGM Information 2021

5.75 .8 Proportional takeover approval

6.26 .3 Notice of general meetings

6.36 .4 Admission to general meetings

6.46 .5 Quorum at general meetings

6.56 .6 Chair of general meetings

6.66 .7 Conduct of general meetings

6.76 .8 Decisions at general meetings

6.96 .10 Representation at general meeting

6.106 .11 Separate class meetings

11.31 1.4 Evidence

11.41 1.5 Inspection of records

12.41 2.5 Use of seal

12.51 2.6 Seal register

12.61 2.7 Duplicate seal

12.71 2.8 Share seal or certificate seal

12.81 2.9 Sealing and signing of certificates