VICINITY CENTRES TRUST - Governance Information 2025

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6 November 2025

Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Constitution of Vicinity Limited

In accordance with ASX Listing Rule 15.4.2, please find attached the current constitution of Vicinity Limited incorporating the partial takeover provisions approved by securityholders at the Annual General Meeting held today.

Authorised for lodgement by:

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Rohan Abeyewardene Group Company Secretary

Vicinity Centres National Office Level 4, Chadstone Tower One 1341 Dandenong Road T +61 3 7001 4000 PO Box 104 F +61 3 7001 4001 Chadstone VIC 3148 vicinity.com.au

Vicinity Limited ABN 90 114 757 783 and Vicinity Centres RE Ltd ABN 88 149 781 322 As responsible entity for: Vicinity Centres Trust ARSN 104 931 928

Constitution

Vicinity Limited ACN 114 757 783

Adopted on 6 November 2025

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1	Preliminary 5	Preliminary 5
	1.1	Definitions and interpretation ..................................................................................... 5
	1.2	Application of the Act, Listing Rules and ASX Settlement Operating Rules ............. 8
	1.3	Exercising powers ..................................................................................................... 9
2	Issue	of Shares 10
	2.1	Shares ..................................................................................................................... 10
	2.2	Special rights ........................................................................................................... 10
	2.3	Partly paid Shares ................................................................................................... 11
	2.4	Issue price of Shares ............................................................................................... 11
	2.5	Preference shares ................................................................................................... 11
	2.6	Effect of allotment on class rights ............................................................................ 12
	2.7	Equitable and other claims ...................................................................................... 12
	2.8	Entitlement to certificates ........................................................................................ 13
	2.9	Joint holders of Shares ............................................................................................ 13
	2.10	Variation of class rights ........................................................................................... 13
	2.11	Conversion or reclassification of Shares ................................................................. 14
3	Issue	of Options 14
	3.1	Issue of Options ....................................................................................................... 14
	3.2	Effect of Stapling ..................................................................................................... 14
4	Alteration of Share capital 15
	4.1	Reduction of capital ................................................................................................. 15
	4.2	Alteration of Share capital ....................................................................................... 15
	4.3	Effect of Stapling ..................................................................................................... 15
5	Calls, forfeiture, indemnities, lien and surrender 15
	5.1	Calls ......................................................................................................................... 15
	5.2	Effect of Stapling ..................................................................................................... 16
	5.3	Proceedings to recover calls ................................................................................... 16
	5.4	Payments in advance of calls .................................................................................. 17
	5.5	Forfeiting partly paid Shares ................................................................................... 17
	5.6	Members' indemnity ................................................................................................ 18
	5.7	Lien on Shares ........................................................................................................ 19
	5.8	Surrender of Shares ................................................................................................ 20
	5.9	Sale, reissue or other disposal of Shares by the Company .................................... 20
	5.10	Interest payable by Member .................................................................................... 21
6	Transfer and transmission of Shares 21
	6.1	Transferring Shares ................................................................................................. 21
	6.2	Effect of Stapling ..................................................................................................... 22
	6.3	Power to decline to register transfers ...................................................................... 23
	6.4	Power to suspend registration of transfers .............................................................. 23
	6.5	Procedure for sale of non-marketable parcels of Shares ........................................ 23
	6.6	Other sales of non-marketable parcels of Shares ................................................... 24
	6.7	Restricted securities ................................................................................................ 24
	6.8	Transmission of Shares ........................................................................................... 25
	6.9	Effect of Stapling ..................................................................................................... 26
7	Stapled Security Register 26
8	General meetings 26
	8.1	Calling general meetings ......................................................................................... 26
	8.2	Notice of general meetings ...................................................................................... 27

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	8.3	Admission to general meetings ............................................................................... 27
	8.4	Quorum at general meetings ................................................................................... 28
	8.5	Chairperson of general meetings ............................................................................ 29
	8.6	Conduct at general meetings .................................................................................. 29
	8.7	Decisions at general meetings ................................................................................ 30
	8.8	Voting rights ............................................................................................................. 31
	8.9	Representation at general meetings ....................................................................... 33
	8.10	Effect of Stapling ..................................................................................................... 36
	8.11	Form of Direct Vote ................................................................................................. 36
	8.12	Validity of Direct Votes ............................................................................................ 37
9	Directors 38
	9.1	Appointment and retirement of Directors................................................................. 38
	9.2	Vacating office ......................................................................................................... 39
	9.3	Remuneration .......................................................................................................... 39
	9.4	Director need not be a Member ............................................................................... 41
	9.5	Directors may contract with the Company and hold other offices ........................... 41
	9.6	Powers and duties of the Board .............................................................................. 42
	9.7	Proceedings of Directors ......................................................................................... 43
	9.8	Calling meetings of the Board ................................................................................. 43
	9.9	Quorum at meetings of Board ................................................................................. 44
	9.10	Chairperson and deputy chairperson of the Board ................................................. 44
	9.11	Decisions of the Board ............................................................................................ 44
	9.12	Written resolutions ................................................................................................... 45
	9.13	Alternate Directors ................................................................................................... 45
	9.14	Delegation by the Board .......................................................................................... 46
	9.15	Validity of acts ......................................................................................................... 47
10	Executive officers 47
	10.1	Managing Directors and executive Directors .......................................................... 47
	10.2	Secretary ................................................................................................................. 47
	10.3	Provisions applicable to all executive officers ......................................................... 47
11	Indemnity and insurance 48
	11.1	Persons to whom rules 11.2 and 11.4 apply ........................................................... 48
	11.2	Indemnity ................................................................................................................. 48
	11.3	Extent of indemnity .................................................................................................. 48
	11.4	Insurance ................................................................................................................. 48
	11.5	Savings .................................................................................................................... 49
	11.6	Deed ........................................................................................................................ 49
12	Seals 49
	12.1	Using the seal .......................................................................................................... 49
	12.2	Seal register ............................................................................................................ 49
13	Distribution of profits 49
	13.1	Dividends ................................................................................................................. 49
	13.2	Capitalising profits ................................................................................................... 52
	13.3	Ancillary powers ...................................................................................................... 53
	13.4	Reserves ................................................................................................................. 54
	13.5	Carrying forward profits ........................................................................................... 54
	13.6	Share investment plan ............................................................................................. 54
	13.7	Dividend selection plans .......................................................................................... 54
14	Winding up 55
	14.1	Distributing surplus .................................................................................................. 55
	14.2	Dividing property ...................................................................................................... 55

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15	Inspection of and access to records 56
16	Notices 56
	16.1 Notices by the Company to Members ..................................................................... 56
	16.2 Notices by the Company to Directors ...................................................................... 57
	16.3 Notices by Directors to the Company ...................................................................... 58
	16.4 Time of service ........................................................................................................ 58
	16.5 Other communications and documents ................................................................... 58
	16.6 Written notices ......................................................................................................... 58
17	Stapling 58
	17.1 Stapling .................................................................................................................... 58
	17.2 Ability of the Board to Staple ................................................................................... 59
	17.3 Issue of Stapled Securities required........................................................................ 59
	17.4 Paramountcy of Stapling ......................................................................................... 59
	17.5 Unstapling Date ....................................................................................................... 59
	17.6 Variation of Stapling provisions ............................................................................... 60
18	Capital Reallocation 60
19	General 60
	19.1 Submission to jurisdiction ........................................................................................ 60
	19.2 Prohibition and enforceability .................................................................................. 60
20	Transitional provisions 61
21	Partial Takeovers 61

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Vicinity Limited ACN 114 757 783 A public company limited by shares

Constitution

1 Preliminary

1.1 Definitions and interpretation

(a) In this constitution:

Term Meaning	Term Meaning
Act the_Corporations Act 2001_(Cth).
ASIC the Australian Securities and Investments Commission.
ASX Settlement Operating Rules the operating rules of ASX Settlement Pty Limited (ABN 49 008 504 532) and, to the extent that they are applicable, the operating rules of the Exchange and the operating rules of ASX Clear Pty Limited (ABN 48 001 314 503).
Attached Security in respect of a Stapled Entity, a Security issued by that Stapled Entity which is from time to time Stapled or to be Stapled to a Share.

Board the Directors for the time being of the Company or those of them who are present at a meeting of Directors at which there is a quorum.

business day has the meaning given to that term in the Listing Rules.
Company Vicinity Limited ACN 114 757 783.
Direct Vote a notice of a Member's voting intention delivered to the Company by post, fax, electronic or other means approved by the Board and otherwise in accordance with this constitution and regulations, rules and procedures made by the Board in accordance with rule 8.11(a).
Director a person appointed to perform the duties of a Director of the Company.
Exchange ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market known as the Australian Securities Exchange operated by it, or such

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Term	Meaning
	other body corporate that is declared by the Board to be the Company's
	primary securities exchange for the purposes of this definition.
Listing Rules	the listing rules of the Exchange as they apply to the Company.
Member	a person whose name is entered in the Register as a Member of the Company.
Member Present	in connection with a general meeting, a Member:
	1 present at the venue or venues for the meeting, in person or by proxy, by
	attorney or, where the Member is a body corporate, by representative.
Official List	has the meaning given to that term in the Listing Rules.
Officially Quoted	official quotation by the Exchange of the Shares or Options, as the case
	requires
Option	an option to subscribe for an unissued Share.
Ordinary Share	an ordinary Share in the Company.
proper ASTC	has the meaning given to that term in the_Corporations Regulations 2001_(Cth).
transfer
record time	1 in the case of a meeting for which the caller of the meeting has decided,
	under the Act, that Shares are to be taken to be held by the persons who
	held them at a specified time before the meeting, that time; and
	2 in any other case, 48 hours before the meeting, or, if this time would fall on
	a trading day, 7.00pm (Sydney time) on that day or such other time
	specified in the ASX Settlement Operating Rules.
Register	the register of Members kept by the Company under the Act.
seal	any common seal, duplicate seal or certificate seal of the Company.
Security	has the meaning given to that term in section 92(1) of the Act.
Share	a share in the Company.

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Term	Meaning
Staple, Stapled or	in relation to an Ordinary Share and each Attached Security, being linked
Stapling	together so that one may not be dealt without the other.
Stapled Entity	any trust, corporation, managed investment scheme or other entity the
	Securities in which are Stapled to Ordinary Shares.
Stapled Security	one Ordinary Share and each Attached Security which are Stapled together,
	and includes an option over unissued Stapled Securities where expressly
	stated in this constitution.
Stapled Security	the register of Stapled Securities to be established and maintained by or on
Register	behalf of the Company in accordance with rule 7.
Transmission	1 for a Member who is an individual:
Event	(A) the Member's death;
	(B) the Member's bankruptcy; or
	(C) the Member becoming 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; and
	2 for a Member who is a body corporate, the dissolution of the Member or the
	succession by another body corporate to the assets and liabilities of the
	Member.
Unstapled	in relation to an Ordinary Share, not being Stapled to an Attached Security or
	Attached Securities.
Unstapling Date	the date determined by the Board to be the unstapling date under rule 17.5.

(b) A reference in this constitution to a partly paid Share is a reference to a Share on which there is an amount unpaid.
(c) A reference in this constitution to an amount unpaid on a Share includes a reference to any amount of the issue price which is unpaid.
(d) A reference in this constitution to a call or an amount called on a Share includes a reference to a sum that, by the terms of issue of a Share, becomes payable on issue or at a fixed date.
(e) A reference in this constitution to a Member for the purposes of a meeting of Members for which the caller of the meeting has determined a record time is a reference to a registered holder of Shares as at the relevant record time.
(f) A chairperson or deputy chairperson appointed under this constitution may be referred to as chairman or chairwoman, or deputy chairman or chairwoman, or as chair, if applicable.

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(g) A reference in this constitution to a person holding or occupying a particular office or position is a reference to any person who occupies or performs the duties of that office or position.
(h) A reference to a document being ‘signed’ or to ‘signature’ includes that document being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, includes the document being authenticated in accordance with the Act or any other method approved by the Board.
(i) Unless the contrary intention appears, in this constitution:
(1) words that refer to a singular number also refer to plural numbers, and the other way around;
(2) words that refer to a gender also refer to the other genders;
(3) words used to refer to persons generally or to refer to a natural person include a body corporate, body politic, partnership, joint venture, association, Board, group or other body (whether or not the body is incorporated);
(4) a reference to a person includes that person's successors and legal personal representatives;
(5) a reference to a statute or regulation, or a provision of any of them includes all statutes, regulations or provisions amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
(6) a reference to the Listing Rules or the ASX Settlement Operating Rules includes any variation, consolidation or replacement of those rules and is to be taken to be subject to any applicable waiver or exemption; and
(7) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
(j) In this constitution, headings and bold type are only for convenience and do not affect the meaning of this constitution.

1.2 Application of the Act, Listing Rules and ASX Settlement Operating Rules

(a) The rules that apply as replaceable rules to companies under the Act and the regulations in Table A in the legislation under which the Company was formed do not apply to the Company except so far as they are repeated in this constitution.
(b) Unless the contrary intention appears:
(1) an expression in a rule that deals with a matter dealt with by a provision of the Act, the Listing Rules or the ASX Settlement Operating Rules has the same meaning as in that provision; and
(2) subject to rule 1.2(b)(1), an expression in a rule that is used in the Act has the same meaning in this constitution as in the Act.
(c) If the Company is admitted to the Official List, the following clauses apply:

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(1) despite anything in this constitution, if the Listing Rules prohibit an act being done, the act must not be done;
(2) nothing in this constitution prevents an act being done that the Listing Rules require to be done;
(3) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
(4) if the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is taken to contain that provision;
(5) if the Listing Rules require this constitution not to contain a provision and it contains such a provision, this constitution is taken not to contain that provision; and
(6) if any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is taken not to contain that provision to the extent of, and for the duration of, the inconsistency.

1.3 Exercising powers

(a) The Company may, in any way the Act permits:
(1) exercise any power;
(2) take any action; or
(3) engage in any conduct or procedure,
which, under the Act, a company limited by shares may exercise, take or engage in.
(b) Where this constitution provides that a person "may" do a particular act or thing, the act or thing may be done at the person's discretion.
(c) Where this constitution confers a power to do a particular act or thing, the power is, unless the contrary intention appears, to be taken as including a power exercisable in the same way and subject to the same conditions (if any) to repeal, rescind, revoke, amend or vary that act or thing.
(d) Where this constitution confers a power to do a particular act or thing, the power may be exercised from time to time and may be exercised subject to conditions.
(e) Where this constitution confers a power to do a particular act or thing concerning particular matters, the power is, unless the contrary intention appears, to be taken to include a power to do that act or thing as to only some of those matters or as to a particular class of those matters, and to make different provision concerning different matters or different classes of matters.
(f) Where this constitution confers a power to make appointments to an office or position (except the power to appoint a Director under rule 9.1(b)), the power is, unless the contrary intention appears, to be taken to include a power:
(1) to appoint a person to act in the office or position until a person is appointed to the office or position;

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(2) to remove or suspend any person appointed (without prejudice to any rights or obligations under any contract between the person and the Company); and
(3) to appoint another person temporarily in the place of any person removed or suspended or in the place of any sick or absent holder of the office or position.
(g) Where this constitution gives power to a person to delegate a function or power:
(1) the delegation may be concurrent with, or (except in the case of a delegation by the Board) to the exclusion of, the performance or exercise of that function or power by the person;
(2) the delegation may be either general or limited in any way provided in the terms of delegation;
(3) 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;
(4) the delegation may include the power to delegate; and
(5) where performing or exercising that function or power depends on that person's opinion, belief or state of mind about a matter, that function or power may be performed or exercised by the delegate on the delegate’s opinion, belief or state of mind about that matter.

2 Issue of Shares

2.1 Shares

Subject to this constitution the Board may:

(a) issue, allot or grant Options for, or otherwise dispose of, Shares in the Company; and
(b) decide:
(1) the persons to whom Shares are issued or Options are granted;
(2) the terms on which Shares are issued or Options are granted; and
(3) the rights and restrictions attached to those Shares or Options.
(c) While Stapling applies, no Ordinary Shares may be issued unless there is a contemporaneous and corresponding issue of the same number of Attached Securities on the basis that the Ordinary Shares are to be Stapled to each of the Attached Securities.
(d) Shares may be issued, subject to the terms of each Attached Security's constitution so long as Stapling applies, at any price determined by the Board.

2.2 Special rights

Subject to the provisions concerning Stapling, Shares may be issued with those preferred, deferred or other special rights or with those restrictions, whether with regard to dividends, voting, return of capital or otherwise as the Board determine.

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2.3 Partly paid Shares

(a) Shares which are partly paid must only be issued with a contemporaneous and corresponding issue of the same number of each partly paid Attached Security on the basis that the partly paid Shares (which must be Ordinary Shares) are to be Stapled to each partly paid Attached Security.
(b) The amount paid on a partly paid Share must be proportional to the contribution paid in respect of each partly paid Attached Security so that the amount paid up in respect of the issue price of the partly paid Share and each partly paid Attached Security are at all times proportional to the total amount due in respect of each.
(c) Any issue of partly paid Shares must be on the basis that a call will not be regarded as having been validly paid unless any amount payable at the same time in relation to each partly paid Attached Security Stapled to those Shares is also paid.

2.4 Issue price of Shares

Fully or partly paid Shares in the Company may be issued at any price so long as the price is consistent with the provisions of each Attached Security's constitution (whilst Stapling applies) and with the Listing Rules and Act.

2.5 Preference shares

(a) From the date of adoption of this constitution and subject to the provisions concerning Stapling:
(1) The Company may issue preference Shares including preference Shares which are, or at the option of the Company or holder are, liable to be redeemed or convertible into Ordinary Shares.
(2) Each preference Share confers on the holder a right to receive a preferential dividend, in priority to the payment of any dividend on the Ordinary Shares, at the rate and on the basis decided by the Board under the terms of issue.
(3) In addition to the preferential dividend and rights on winding up, each preference share may participate with the Ordinary Shares in profits and assets of the Company, including on a winding up, if and to the extent the Board decides under the terms of issue.
(4) The preferential dividend may be cumulative only if and to the extent the Board decides under the terms of issue, and will otherwise be non-cumulative.
(5) Each preference Share confers on its holder the right in a winding up and on redemption to payment in priority to the Ordinary Shares of:
- (A) the amount of any dividend accrued but unpaid on the Share at the date of winding up or the date of redemption; and
- (B) any additional amount specified in the terms of issue.
(6) To the extent the Board may decide under the terms of issue, a preference share may confer a right to a bonus issue or capitalisation of profits in favour of holders of those Shares only.

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(7) 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 above.
(8) A preference Share does not entitle its holder to vote at any general meeting of the Company except in the following circumstances:
(A) on a proposal:
- (i) to reduce the share capital of the Company;
- (ii) that affects rights attached to the Share;
- (iii) to wind up the Company; or
- (iv) for the disposal of the whole of the property, business and undertaking of the Company;
(B) on a resolution to approve the terms of a buy back agreement;
(C) during a period in which a dividend or part of a dividend on the Share is in arrears;
(D) during the winding up of the Company; or
(E) in any other circumstances in which the Listing Rules require holders of preference Shares to be entitled to vote.
(9) The holder of a preference Share who is entitled to vote in respect of that Share under rule 2.5(a)(8) is, on a poll, entitled to the number of votes specified in, or determined in accordance with, the terms of issue for the Share.
(10) In the case of a redeemable preference Share, the Company must, at the time and place for redemption specified in, or determined in accordance with, the terms of issue for the Share, redeem the Share and, on receiving a redemption notice under the terms of issue, pay to or at the direction of the holder the amount payable on redemption of the Share.
(11) A holder of a preference Share must not transfer or purport to transfer, and the Board, to the extent permitted by the Listing Rules, must not register a transfer of, the Share if the transfer would contravene any restrictions on the right to transfer the Share set out in the terms of issue for the Share.

2.6 Effect of allotment on class rights

Subject to the provisions concerning Stapling, the rights conferred on the holders of the Shares of a class allotted with preferred rights are not to be treated as varied by the allotment of further Shares by the Company ranking equally with them unless the terms of allotment of the earlier allotted Shares expressly provide otherwise.

2.7 Equitable and other claims

The Company may treat the registered holder of a Share as the absolute owner of that Share and need not:

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

2.8 Entitlement to certificates

(a) The Board may determine that all the Shares of a class of Shares in the capital of the Company are to be allotted on the terms that they may be held only as uncertificated holdings under the ASX Settlement Operating Rules. A Member holding Shares of that class is not entitled to require the Company to issue or deliver certificates as evidence of title to the Shares. The Board may at any time revoke a determination under this rule.
(b) The Board may permit a Member's holding of Shares to be held as an uncertificated holding under the ASX Settlement Operating Rules and they must do so if the Listing Rules or the ASX Settlement Operating Rules require that Shares are to be held as uncertificated holdings.
(c) Every Member whose Shares are not held as an uncertificated holding of Shares is entitled without payment to receive a certificate in respect of Shares allotted, as required by the Act.
(d) The Board may cancel without replacing a certificate for Shares held by a Member whose Shares are to be held as an uncertificated holding.

2.9 Joint holders of Shares

Where 2 or more persons are registered as the holders of a Share, they hold it as joint tenants with rights of survivorship, on the following conditions:

(a) they are liable individually as well as jointly for all payments, including calls, in respect of the Share;
(b) subject to rule 2.9(a), on the death of any one of them the survivor is the only person the Company will recognise as having any title to the Share;
(c) any one of them may give effective receipts for any dividend, bonus, interest or other distribution or payment in respect of the Share; and
(d) except where persons are jointly entitled to a Share because of a transmission event, or where required by the Listing Rules or the ASX Settlement Operating Rules, the Company may, but is not required to, register more than 3 persons as joint holders of the Share.

2.10 Variation of class rights

(a) If at any time the share capital is divided into different classes of Shares, the rights attached to a class, unless otherwise provided by the terms of issue of the Shares of that class, may be varied or abrogated in any way with:
(1) the consent in writing of the holders of at least three-quarters of the issued Shares of that class; or
(2) the sanction of a special resolution passed at a separate meeting of the holders of the Shares of that class.

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(b) Rights attaching to any class of Shares may not be varied if the variation directly or indirectly would cause the rights to be in conflict with the constitution (unless the constitution is itself first altered).
(c) The rights conferred on the holders of the shares of any class are not to be taken as varied by the creation or issue of further Shares ranking equally with the first-mentioned Shares unless otherwise:
(1) expressly provided by the terms of issue of the first-mentioned shares; or
(2) required by the Act or, while the Company remained on the official list of the Exchange, the Listing Rules.
(d) The provisions of this constitution relating to general meetings apply so far as they are capable of application and with the necessary changes to every separate meeting of the holders of a class of Shares except that any holder of Shares of the class, present in person or by proxy, attorney or representative, may demand a poll.

2.11 Conversion or reclassification of Shares

Subject to rule 2.10, the Company may by resolution convert or reclassify Shares from one class to another.

3 Issue of Options

3.1 Issue of Options

Options over unissued Shares in the Company may be issued only by the Board. The Board may issue or otherwise dispose of Options to those persons, including Members, Directors or employees of the Company, determined by the Board.

3.2 Effect of Stapling

(a) While Stapling applies, no Options may be issued unless there is a contemporaneous and corresponding issue of the same number of Options over unissued Attached Securities on the basis that the Options (which must be in respect of unissued Ordinary Shares) are to be Stapled to the Options over the Attached Securities.
(b) While Stapling applies an Option may only be exercised if at the same time as Shares are acquired under the Option the same person contemporaneously acquires on exercise of an option over Attached Securities an identical number of each of the Attached Securities which are then Stapled to the Shares.
(c) In all other respects the same rules as apply to Shares under this constitution apply to Shares to be issued on the exercise of an Option.

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4 Alteration of Share capital

4.1 Reduction of capital

(a) The Company may reduce its share capital in any manner permitted by the Act and the Listing Rules.
(b) Where the Company reduces its share capital in accordance with the Act, it may do so by way of payment of cash, distribution of specific assets (including shares or other securities of another corporation), or in any manner permitted by law.
(c) Where the Company reduces its share capital by way of distribution of specific assets, rule 13.3 applies.

4.2 Alteration of Share capital

Subject to the Act, the Board may do anything required to give effect to any resolution altering the Company's Share capital, including, where a Member becomes entitled to a fraction of a Share on a consolidation:

(a) making cash payments;
(b) determining that fractions may be disregarded in order to adjust the rights of all parties;
(c) appointing a trustee to deal with any fractions on behalf of Members; and
(d) rounding up each fractional entitlement to the nearest whole Share.

4.3 Effect of Stapling

While Stapling applies, nothing may be done to alter the Share capital of the Company which would directly or indirectly result in a Share no longer being Stapled to the Attached Securities. This means that the things the Company must not do include the following:

(a) any consolidation or subdivision of its Share capital unless the Stapled Entities contemporaneously implement a proportional consolidation or subdivision of the Attached Securities;
(b) any reduction in its Share capital which requires a cancellation of Shares unless the Stapled Entities contemporaneously implement a proportional redemption and cancellation of the Attached Securities;
(c) any buy back of any Share capital in itself unless contemporaneously a buy back or redemption of the applicable Attached Securities is made by the Stapled Entities.

5 Calls, forfeiture, indemnities, lien and surrender

5.1 Calls

(a) Subject to the terms on which any Shares are issued and the Stapling provisions, the Board may:

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(1) make calls on the Members for any amount unpaid on their Shares which is not by the terms of issue of those Shares made payable at fixed times; and
(2) on the issue of Shares, differentiate between Members as to the amount of calls to be paid and the time for payment so long as no late Stapling applies, the same differentiation is made in respect of the Attached Securities.
(b) The Board may require a call to be paid by instalments.
(c) The Board must send Members notice of a call at least 10 business days (or such longer period required by the Listing Rules) before the amount called is due, specifying the time and place of payment.
(d) Each Member must pay to the Company by the time and at the place specified the amount called on the Member's Shares.
(e) A call is taken to have been made when the resolution of the Board authorising the call is passed.
(f) The Board may revoke a call or extend the time for payment.
(g) A call is valid even if a Member for any reason does not receive notice of the call.
(h) If an amount called on a Share is not paid in full by the time specified for payment, the person who owes the amount must pay:
(1) interest on the unpaid part of the amount from the date payment is due to the date payment is made, at a rate determined under rule 5.10; and
(2) reasonable expenses of the Company in respect of the default on payment.
(i) Any amount unpaid on a Share that, by the terms of issue of the Share, becomes payable on issue or at a fixed date:
(1) is treated for the purposes of this constitution as if that amount were payable under a call duly made and notified; and
(2) must be paid on the date on which it is payable under the terms of issue of the Share.
(j) The Board may, to the extent the law permits, waive or compromise all or part of any payment due to the Company under the terms of issue of a Share or under this rule 5.1.

5.2 Effect of Stapling

While Stapling applies, any call must be in respect of a pro rata amount due in respect of the Attached Securities, unless the Board and the Stapled Entities decide otherwise.

5.3 Proceedings to recover calls

(a) In a proceeding to recover a call, or an amount payable due to the failure to pay or late payment of a call, proof that:
(1) the name of the defendant is entered in the Register as the holder or one of the holders of the Share on which the call is claimed;

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(2) the resolution making the call is recorded in the minute book; and
(3) notice of the call was given to the defendant complying with this constitution,

is conclusive evidence of the obligation to pay the call and it is not necessary to prove the appointment of the Board who made the call or any other matter.

(b) In rule 5.3(a), defendant includes a person against whom the Company alleges a set-off or counterclaim, and a proceeding to recover a call or an amount is to be interpreted accordingly.

5.4 Payments in advance of calls

(a) The Board may accept from a Member the whole or a part of the amount unpaid on a Share even though no part of that amount has been called.
(b) The Board may authorise payment by the Company of interest on an amount accepted under rule 5.4(a), until the amount becomes payable, at a rate agreed between the Board and the Member paying the amount.
(c) While Stapling applies, any advance must be in respect of a pro rata amount due in respect of the Attached Securities, unless the Board and the Stapled Entities decide otherwise.
(d) The Board may repay to a Member any amount accepted under rule 5.4(a).

5.5 Forfeiting partly paid Shares

(a) If a Member fails to pay the whole of a call or an instalment of a call by the time specified for payment, the Board may serve a notice on that Member:
(1) requiring payment of the unpaid part of the call or instalment, together with any interest that has accrued and all costs, expenses or damages that the Company has incurred due to the failure to pay;
(2) specifying a further time (at least 10 business days after the date of the notice) by which, and the manner in which, the amount payable under rule 5.5(a)(1) must be paid; and
(3) stating that if the whole of the amount payable under rule 5.5(a)(1) is not paid by the time and in the manner specified, the Shares and the Attached Securities on which the call was made will be liable to be forfeited.
(b) If a Member does not comply with a notice served under rule 5.5(a), the Board may by resolution forfeit any Share concerning which the notice was given at any time after the day named in the notice and before the payment required by the notice is made.
(c) A forfeiture under rule 5.5(b) includes all dividends, interest and other amounts payable by the Company on the forfeited Share and not actually paid before the forfeiture.
(d) While Stapling applies, any forfeiture must be on the same basis that the Attached Securities are also forfeited at the same time and in the same manner.
(e) Where a Share and the Attached Securities have been forfeited:

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(1) notice of the resolution must be given to the Member in whose name the Share stood immediately before the forfeiture; and
(2) an entry of the forfeiture, with the date, must be made in the Register of Members.
(f) Failure to give the notice or to make the entry required under rule 5.5(e) does not invalidate the forfeiture.
(g) A forfeited Share and the Attached Securities become the property of the Company and the Board may sell, reissue or otherwise dispose of the Share and the Attached Securities as they think fit and, in the case of reissue or other disposal, with or without crediting as paid up any amount paid on the Share by any former holder. While Stapling applies, any sale of Shares must also be in respect of the Attached Securities.
(h) A person whose Shares have been forfeited ceases to be a Member as to the forfeited Shares, but must, if the Board decides, pay to the Company:
(1) all calls, instalments, interest, costs, expenses and damages owing on the Shares at the time of the forfeiture; and
(2) interest on the unpaid part of the amount payable under rule 5.5(h)(1), from the date of the forfeiture to the date of payment, at a rate determined under rule 5.10.
(i) The forfeiture of a Share extinguishes all interest in, and all claims and demands against the Company relating to, the forfeited Share and the Attached Securities and, subject to rule 5.9(i), all other rights attached to the Share.
(j) The Board may:
(1) exempt a Share from all or part of this rule 5.5;
(2) waive or compromise all or part of any payment due to the Company under this rule 5.5; and
(3) before a forfeited Share has been sold, reissued or otherwise disposed of, cancel the forfeiture on the conditions they decide.

5.6 Members' indemnity

(a) If the Company becomes liable for any reason under a law to make a payment:
(1) in respect of Shares and the Attached Securities held solely or jointly by a Member;
(2) in respect of a transfer or transmission of Shares and the Attached Securities by a Member;
(3) in respect of dividends, bonuses or other amounts due or payable or which may become due and payable to a Member; or
(4) in any other way for, on account of or relating to a Member, rule 5.6(b) and 5.6(c) apply, in addition to any right or remedy the Company may otherwise have.
(b) The Member or, if the Member is dead, the Member's legal personal representative must:
(1) fully indemnify the Company against that liability;

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(2) on demand reimburse the Company for any payment made; and
(3) pay interest on the unpaid part of the amount payable to the Company under rule 5.6(b)(2), from the date of demand until the date the Company is reimbursed in full for that payment, at a rate determined under rule 5.10.
(c)
The Board may:
(1) exempt a Share and the Attached Security from all or part of this rule 5.6; and
(2) waive or compromise all or part of any payment due to the Company under this rule 5.6.

5.7 Lien on Shares

(a) The Company has a first lien on:
(1) each partly paid Share for all unpaid calls and instalments due on that Share; and
(2) each Share for any amounts the Company is required by law to pay and has paid in respect of that Share.

In each case the lien extends to reasonable interest and expenses incurred because the amount is not paid.

(b) The Company's lien on a Share extends to all dividends payable on the Share and to the proceeds of sale of the Share.
(c) The Board may sell a Share on which the Company has a lien as they think fit where:
(1) an amount for which a lien exists under this rule 5.7 is presently payable; and
(2) the Company has given the registered holder a written notice, at least 10 business days before the date of the sale, stating and demanding payment of that amount.
(d) While Stapling applies, any such sale of Shares must also be in respect of the Shares and Attached Securities. The Board may do anything necessary or desirable under the ASX Settlement Operating Rules to protect any lien, charge or other right to which the Company is entitled under this constitution or a law.
(e) The proceeds of the sale must be received by the Company and the money remaining after deducting the expenses of sale must be applied in payment of that part of the amount in respect of which the lien exists as is presently payable. The residue, if any, must (subject to any amounts due in respect of Attached Securities and to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.
(f) When the Company registers a transfer of Shares on which the Company has a lien without giving the transferee notice of its claim, the Company's lien is released so far as it relates to amounts owing by the transferor or any predecessor in title.
(g) The Board may:
(1) exempt a Share from all or part of this rule 5.7; and

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(2) waive or compromise all or part of any payment due to the Company under this rule 5.7,

only on the basis that, while Stapling applies, the Attached Securities to which the Share is Stapled are exempted, waived or compromised at the same time and to the same extent.

5.8 Surrender of Shares

(a) The Board may accept a surrender of a Share by way of compromise of a claim.
(b) Any Share so surrendered may be sold, reissued or otherwise disposed in the same manner as a forfeited Share.
(c) Any surrender, sale, reissue or other disposal must be only on the basis that, while Stapling applies, the Attached Securities to which the Share is Stapled are exempted, waived or compromised at the same time and to the same extent.

5.9 Sale, reissue or other disposal of Shares by the Company

(a) A reference in this rule 5.9 to a sale of a Share by the Company is a reference to any sale, reissue or other disposal of a Share under rule 5.5(g), rule 5.7(c), rule 6.5 or rule 6.6.
(b) When the Company sells a Share, the Board may:
(1) receive the purchase money or consideration given for the Share;
(2) effect a transfer of the Share or execute or appoint a person to execute, on behalf of the former holder, a transfer of the Share; and
(3) register as the holder of the Share the person to whom the Share is sold.
(c) A person to whom the Company sells Shares need not take any steps to investigate the regularity or validity of the sale, or to see how the purchase money or consideration on the sale is applied. That person's title to the Shares is not affected by any irregularity by the Company in relation to the sale. A sale of the Share by the Company is valid even if a transmission event occurs to the Member before the sale.
(d) The only remedy of a person who suffers a loss because of a sale of a Share by the Company is a claim for damages against the Company.
(e) The proceeds of a sale of Shares by the Company must be applied in paying:
(1) first, the expenses of the sale;
(2) secondly, all amounts payable (whether presently or not) by the former holder to the Company,
and any balance must be paid to the former holder on the former holder delivering to the Company proof of title to the Shares acceptable to the Board.
(f) The proceeds of sale under rule 6.5 must not be applied in payment of the expenses of the sale and must be paid to the former holder on the former

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holder delivering to the Company proof of title to the Shares acceptable to the Board.

(g) Until the proceeds of a sale of a Share sold by the Company are claimed or otherwise disposed of according to law, the Board may invest or use the proceeds in any other way for the benefit of the Company.
(h) The Company is not required to pay interest on money payable to a former holder under this rule 5.9.
(i) On completion of a sale, reissue or other disposal of a Share under rule 5.5(g), the rights which attach to the Share which were extinguished under rule 5.5(i) revive.
(j) A written statement by a Director or secretary of the Company that a Share in the Company has been:
(1) duly forfeited under rule 5.5(b);
(2) duly sold, reissued or otherwise disposed of under rule 5.5(g); or
(3) duly sold under rule 5.7(c), rule 6.5 or rule 6.6,
on a date stated in the statement is conclusive evidence of the facts stated as against all persons claiming to be entitled to the Share, and of the right of the Company to forfeit, sell, reissue or otherwise dispose of the Share.

5.10 Interest payable by Member

(a) For the purposes of rules 5.1(h)(1), 5.1(h)(2) and 5.6(b)(3), the rate of interest payable to the Company is:
(1) if the Board has fixed a rate, that rate; or
(2) in any other case, a rate per annum 2% higher than the rate fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic).
(b) Interest accrues daily and may be capitalised monthly or at such other intervals the Board decides.

6 Transfer and transmission of Shares

6.1 Transferring Shares

(a) Subject to this constitution and to any restrictions attached to a Member's Shares, a Member may transfer any of the Member's Shares by:
(1) a proper ASTC transfer; or
(2) a written transfer in any usual form or in any other form approved by the Board.
(b) A transfer referred to in rule 6.1(a)(2) must be:
(1) signed by or on behalf of the transferor and, if required by the Company, the transferee;
(2) if required by law, duly stamped; and
(3) left for registration at the Company's registered office, or at any other place the Board decides, with such evidence the Board

page 21

  - requires to prove the transferor's title or right to the Shares and the transferee's right to be registered as the owner of the Shares.

(c) Subject to the powers vested in the Board under rules 6.3(a) and 6.4, where the Company receives a transfer complying with rule 6.1, the Company must register the transferee named in the transfer as the holder of the Shares to which it relates.
(d) A transferor of Shares remains the holder of the Shares until a proper ASTC transfer has been effected or the transferee's name is entered in the register of Members as the holder of the Shares.
(e) The Company must not charge a fee for registering a transfer of Shares unless:
(1) the Company is not listed on the Exchange; or
(2) the fee is permitted by the Listing Rules.
(f) The Company (or the Company’s securities registry) may put in place, and require compliance with, reasonable processes and procedures in connection with determining the authenticity of an instrument of transfer, notwithstanding that this may prevent, delay or interfere with the registration of the relevant instrument of transfer.
(g) The Company may retain a registered transfer for any period the Board decides.
(h) The Board may do anything that is necessary or desirable for the Company to participate in any computerised, electronic or other system for facilitating the transfer of Shares or operation of the Company's registers that may be owned, operated or sponsored by the Exchange or a related body corporate of the Exchange.
(i) The Board may, to the extent the law permits, waive any of the requirements of this rule 6.1 and prescribe alternative requirements instead, whether to give effect to rule 6.1(h) or for another purpose.

6.2 Effect of Stapling

While Stapling applies:

(a) a transfer of a Share forming part of a Stapled Security will only be accepted as a proper transfer in registrable form if, in addition to the requirements of this rule 6, the transfer is accompanied by a transfer of the Attached Securities to which the Share is Stapled in favour of the same transferee;
(b) a transfer of a Share which is not accompanied by a transfer of each Attached Security to which the Share is Stapled will be taken to authorise the Directors as agent for the transferor to effect a transfer of each Attached Security to which the Share is Stapled to the same transferee;
(c) a transfer of any Attached Security to which a Share is Stapled which is not accompanied by a transfer of the Share will be taken to authorise the Directors as agent for the transferor to effect a transfer of the Share and any other Attached Security to which the first-mentioned Attached Security is Stapled to the same transferee;
(d) any provision of this constitution which contemplates the transfer of a Share will be taken to be a reference to the transfer of a Stapled Security unless the contrary intention expressly applies;

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(e) the same rules as for the transfer of Attached Securities and Shares apply to Options.

6.3 Power to decline to register transfers

(a) The Board may decline to register, or prevent registration of, a transfer of Shares or apply a holding lock to prevent a transfer in accordance with the Act or the Listing Rules where:
(1) the transfer is not in registrable form;
(2) the Company has a lien on any of the Shares transferred;
(3) registration of the transfer may breach a law of Australia;
(4) the transfer is paper-based and registration of the transfer will create a new holding which, at the time the transfer is lodged, is less than a marketable parcel;
(5) the transfer is not permitted under the terms of an employee Share plan; or
(6) the Company is otherwise permitted or required to do so under the Listing Rules or, except for a proper ASTC transfer, under the terms of issue of the Shares.
(b) If the Board declines to register a transfer, the Company must give notice of the refusal as required by the Act and the Listing Rules. Failure to give that notice will not invalidate the decision of the Board to decline to register the transfer.
(c) The Board may delegate their authority under this rule 6.3 to any person.

6.4 Power to suspend registration of transfers

The Board may suspend the registration of transfers at any times, and for any periods, permitted by the ASX Settlement Operating Rules that they decide.

6.5 Procedure for sale of non-marketable parcels of Shares

The Board may cause the Company to sell a Member's Shares and Attached Securities Stapled to those Shares if they hold less than a marketable parcel of Shares and the following procedures are observed:

(a) the Board sends a Member, who on the date of the notice holds less than a marketable parcel of Shares, a notice which:
(1) explains the effect of this rule;
(2) allows the Member to elect to be exempt from this rule 6.5 (a form of election for that purpose must be sent with the notice); and
(3) specifies a date at least 6 weeks from the date the notice is sent by which the Member can make the election in rule 6.5(a)(2).
(b) If at 5.00pm Melbourne, Australia time, on the date specified in the notice:
(1) the Company has not received a notice from the Member electing to be exempt from the provisions of this rule 6.5; and
(2) the Member has not increased his or her parcel to a marketable parcel,

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then, the Member is taken to irrevocably appoint the Company as agent to do anything in rule 6.5(c).

(c)
The Company may:
(1) sell the Shares and Attached Securities Stapled to those Shares which make up the less than a marketable parcel as soon as practicable; and
(2) deal with the proceeds of sale under rule 5.9.
(d) The costs and expenses of a sale under this rule 6.5, including brokerage and stamp duty, if any, are payable by the purchaser, or if the Act permits, by the Company.
(e) A notice to a Member under rule 6.5(a) may only be given once in a 12 month period and may not be given during the offer period of a takeover bid for the Company.
(f) If a takeover bid for the Company is announced after a notice is given but before an agreement for sale of the Shares and Attached Securities Stapled to those Shares is entered into, this rule 6.5 ceases to operate for those Shares. After the offer period of the takeover bid closes, despite rule 6.5(e) a new notice under rule 6.5(a) may be given.
(g) If a Member's holding becomes a marketable parcel after notice is given but before an agreement for sale of the Shares is entered into, the Board may decide that this rule no longer applies to that Member.
(h) Before a sale is effected under this rule 6.5, the Board may revoke a notice or suspend or terminate the operation of this rule either generally or in specific cases.

6.6 Other sales of non-marketable parcels of Shares

In addition to the powers of the Board in rule 6.5, the Board may cause the Company to sell a Member's Shares and Attached Securities Stapled to those Shares if they hold less than a marketable parcel of Shares, without complying with the procedures in rule 6.5 and may determine that a Member's right to vote or receive dividends in respect of those Shares and Attached Securities Stapled to those Shares is removed or changed if the following conditions are observed:

(a) a sale effected, or a removal or change in voting or dividend rights, under this rule 6.6 only applies to Shares in a new holding created by a transfer of a parcel of Shares in a class of Shares in the Company that was less than a marketable parcel at the time the transfer document was initiated or, in the case of a paper based transfer was lodged with the Company;
(b) the proceeds of a sale under this rule 6.6, less the cost of the sale, must be sent to the Member after the sale subject to rule 5.9(e);
(c) any dividends that have been withheld under this rule 6.6 must be sent to the Member after the sale, subject to the former Member delivering to the Company proof of title acceptable to the Board.

6.7 Restricted securities

(a) If, at any time, any of the Share capital of the Company is classified by the Exchange as "restricted securities", then despite any provision of this constitution:

page 24

(1) a holder of restricted securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Exchange;
(2) if the restricted securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities;
(3) the Company must refuse to acknowledge any disposal (including registering a transfer) of the restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Exchange;
(4) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Exchange; and
(5) if a holder of restricted securities breaches a restriction deed or a provision of this constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues.
(b) While Stapling applies, for the purposes of this rule 6.7, any restriction on a security also restricts Attached Securities Stapled, or to be Stapled, to that security to the same extent and in the same manner.

6.8 Transmission of Shares

(a) Subject to rule 6.8(c), where a Member dies, the only persons the Company will recognise as having any title to the Member's Shares or any benefits accruing on those Shares are:
(1) where the deceased was a sole holder, the legal personal representative of the deceased; and
(2) where the deceased was a joint holder, the survivor or survivors.
(b) Rule 6.8(a) does not release the estate of a deceased Member from any liability on a Share, whether that Share was held by the deceased solely or jointly with other persons.
(c) The Board may register a transfer of Shares signed by a Member before a transmission event even though the Company has notice of the Transmission Event.
(d) A person who becomes entitled to a Share because of a Transmission Event may, on producing such evidence as the Board requires to prove that person's entitlement to the Share, choose:
(1) to be registered as the holder of the Share by signing and giving the Company a written notice stating that choice; or
(2) to nominate some other person to be registered as the transferee of the Share by executing or effecting in some other way a transfer of the Share to that other person; or

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(3) while Stapling applies, any registration must be on the basis that the person must also be registered as the holder of the Attached Securities Stapled to those Shares at the same time and in the same manner.
(e) The provisions of this constitution concerning the right to transfer Shares and the registration of transfers of Shares apply, so far as they can and with any necessary changes, to a notice or transfer under rule 6.8(d) as if the relevant transmission event had not occurred and the notice or transfer were executed or effected by the registered holder of the Share.
(f) Where two or more persons are jointly entitled to a Share because of a transmission event they will, on being registered as the holders of the Share, be taken to hold the Share as joint tenants and rule 2.9 will apply to them.

6.9 Effect of Stapling

While Stapling applies, any transfer of a Share consequent upon a transfer or transmission under this rule 6 may only be effected if there is a simultaneous transfer of the Attached Securities to which it is Stapled to the same transferee.

7 Stapled Security Register

The Board must cause to be kept and maintained a Stapled Security Register which may incorporate or form part of the Register. The Stapled Security Register must record the names of the Members, the number of Attached Securities held, the number of Shares held by the Members to which each Member's Attached Securities are Stapled and any additional information required by the Act or the Listing Rules or determined from time to time by the Board.

8 General meetings

8.1 Calling general meetings

(a) A general meeting may only be called:
(1) by a Board resolution; or
(2) as otherwise provided in the Act.
(b) The Board may, by notice to the Exchange, change the venue for, postpone or cancel a general meeting, but:
(1) a meeting which is not called by a Board resolution; and
(2) a meeting which is called in accordance with a Members' requisition under the Act;

may not be postponed or cancelled without the prior written consent of the persons who called or requisitioned the meeting.

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8.2 Notice of general meetings

(a) Notice of a general meeting must be given to each person who at the time of giving the notice:
(1) is a Member, Director or auditor of the Company; or
(2) is entitled to a Share because of a transmission event and has satisfied the Board of his or her right to be registered as the holder of, or to transfer, the Shares.
(b) The content of a notice of a general meeting called by the Board is to be decided by the Board, but it must state the general nature of the business to be transacted at the meeting and any other matters required by the Act.
(c) Unless the Act provides otherwise:
(1) no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting; and
(2) except with the approval of the Board or the chairperson, no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a document which relates to such a resolution and a copy of which has been made available to Members to inspect or obtain.
(d) A person may waive notice of any general meeting by written notice to the Company.
(e) Failure to give a Member or any other person notice of a general meeting or a proxy form, does not invalidate anything done or any resolution passed at the general meeting if:
(1) the failure occurred by accident or inadvertent error; or
(2) before or after the meeting, the person notifies the Company of the person's agreement to that thing or resolution.
(f) A person's attendance at a general meeting waives any objection that person may have to:
(1) a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and
(2) the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented.

8.3 Admission to general meetings

(a) The chairperson of a general meeting may take any action he or she considers appropriate for the safety of persons attending the meeting and the orderly conduct of the meeting and may refuse admission to, or require to leave and remain out of, the meeting any person:
(1) in possession of a pictorial-recording or sound-recording device;
(2) in possession of a placard or banner;
(3) in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption;

page 27

(4) who refuses to produce or permit examination of any article, or the contents of any article, in the person's possession;
(5) who refuses to comply with a request to turn off a mobile telephone, personal communication device or similar device;
(6) who behaves or threatens to behave, or who the chairperson has reasonable grounds to believe may behave, in a dangerous, offensive or disruptive way; or
(7) who is not entitled to receive notice of the meeting.

The chairperson may delegate the powers conferred by this rule to any person he or she thinks fit.

(b) A person, whether a Member or not, requested by the Board or the chairperson to attend a general meeting is entitled to be present and, at the request of the chairperson, to speak at the meeting.
(c) If the chairperson of a general meeting considers that there is not enough room for the Members who wish to attend the meeting, he or she may arrange for any person whom he or she considers cannot be seated in the main meeting room to observe or attend the general meeting in a separate room. Even if the Members Present in the separate room are not able to participate in the conduct of the meeting, the meeting will nevertheless be treated as validly held in the main room.
(d) If a separate meeting place is linked to the main place of a general meeting by an instantaneous audio-visual communication device which, by itself or in conjunction with other arrangements:
(1) gives the general body of Members in the separate meeting place a reasonable opportunity to participate in proceedings in the main place;
(2) enables the chairperson to be aware of proceedings in the other place; and
(3) enables the Members in the separate meeting place to vote on a show of hands or on a poll,

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

(e) Nothing in this rule 8.3 or in rule 8.6 is to be taken to limit the powers conferred on the chairperson by law.

8.4 Quorum at general meetings

(a) No business may be transacted at a general meeting, except the election of a chairperson and the adjournment of the meeting, unless a quorum of Members is present when the meeting proceeds to business.
(b) A quorum at a general meeting is 3 or more Members Present and entitled to vote on a resolution at the meeting.
(c) If a quorum is not present within 30 minutes after the time appointed for the general meeting:
(1) where the meeting was called at the request of Members, the meeting must be dissolved; or

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(2)
in any other case:
(A) the meeting stands adjourned to the day, and at the time and place, the Directors present decide or, if they do not make a decision, to the same day in the next week at the same time and place; and
(B) if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.

8.5 Chairperson of general meetings

(a) The chairperson of the Board or, in the absence of the chairperson of the Board, the deputy chairperson of the Board is entitled, if present within 15 minutes after the time appointed for a general meeting and willing to act, to preside as chairperson at the meeting.
(b) The Directors present may choose one of their number to preside as chairperson if, at a general meeting:
(1) there is no chairperson or deputy chairperson of the Board;
(2) neither the chairperson nor the deputy chairperson of the Board is present within 15 minutes after the time appointed for the meeting; or
(3) neither the chairperson nor the deputy chairperson of the Board is willing to act as chairperson of the meeting.
(c) If the Directors do not choose a chairperson under rule 8.5(b), the Members Present must elect as chairperson of the general meeting:
(1) another Director who is present and willing to act; or
(2) if no other Director willing to act is present at the meeting, a Member who is present and willing to act.
(d) A chairperson of a general meeting may, for any item of business or discrete part of the meeting, vacate the chair in favour of another person nominated by him or her.

8.6 Conduct at general meetings

(a) Subject to the provisions of the Act, the chairperson of a general meeting is responsible for the general conduct of the meeting and for the procedures to be adopted at the meeting.
(b) The chairperson may at any time the chairperson considers it necessary or desirable for the efficient and orderly conduct of the general meeting:
(1) impose a limit on the time that a person may speak on each motion or other item of business and terminate debate or discussion on any business, question, motion or resolution being considered by the meeting and require the business, question, motion or resolution to be put to a vote of the Members Present;
(2) adopt any procedures for casting or recording votes at the meeting whether on a show of hands or on a poll, including the appointment of scrutineers; and

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(3) decide not to put to the meeting any resolution proposed in the notice convening the meeting (other than a resolution proposed by Members in accordance with section 249N of the Act or required by the Act to be put to the meeting).
(c)
A decision by a chairperson under rules 8.6(a) or 8.6(b) is final.
(d) The chairperson may postpone a general meeting before it has started, whether or not a quorum is present, if, at the time and place appointed for the meeting, he or she considers that:
(1) there is not enough room for the number of Members who wish to attend the meeting; or
(2) a postponement is necessary in light of the behaviour of persons present or for any other reason so that the business of the meeting can be properly carried out.
(e) A postponement of a general meeting under rule 8.6(d) will be to another time, which may be on the same day as the meeting, and may be to another place (and the new time and place will be taken to be the time and place for the meeting as if specified in the notice which called the meeting originally).
(f)
The chairperson may at any time during the course of the general meeting:
(1) adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting; and
(2) for the purpose of allowing any poll to be taken or determined, suspend the proceedings of the meeting for such period or periods as he or she decides without effecting an adjournment. No business may be transacted and no discussion may take place during any suspension of proceedings unless the chairperson otherwise allows.
(g) The chairperson's rights under rules 8.6(d) and 8.6(f) are exclusive and, unless the chairperson requires otherwise, no vote may be taken or demanded by the Members Present concerning any postponement, adjournment or suspension of proceedings.
(h) Only unfinished business may be transacted at a meeting resumed after an adjournment.
(i) Where a general meeting is postponed or adjourned under this rule 8.6, notice of the postponed or adjourned meeting must be given to the Exchange, but need not be given to any other person.
(j) Where a general meeting is postponed or adjourned, the Board may, by notice to the Exchange, postpone, cancel or change the place of the postponed or adjourned meeting.

8.7 Decisions at general meetings

(a) Except where a resolution requires a special majority, questions arising at a general meeting must be decided by a majority of votes validly cast on the question at or for the purposes of the meeting. A decision made in this way is for all purposes a decision of the Members.

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(b) If the votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to any deliberative vote.
(c) Subject to rule 8.7(d), each matter submitted to a general meeting is to be decided in the first instance on a show of hands of the Members Present and entitled to vote.
(d) A matter will be decided on a poll without first being submitted to the general meeting to be decided on a show of hands where:
(1) the matter is a resolution set out in the notice of meeting provided to Members in accordance with rule 8.2; or
(2) any other circumstance where the chairperson determines it appropriate.
(e) A poll may be demanded by Members in accordance with the Act (and not otherwise) or by the chairperson.
(f) A demand for a poll does not prevent a general meeting continuing to transact any business except the question on which the poll is demanded.
(g) Unless a poll is duly demanded, a declaration by the chairperson of a general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution.
(h) If a poll is duly demanded at a general meeting, it must be taken in the way and either at once or after an interval or adjournment as the chairperson of the meeting directs. The result of the poll as declared by the chairperson is the resolution of the meeting at which the poll was demanded.
(i) A poll cannot be demanded at a general meeting on the election of a chairperson of the meeting.
(j) The demand for a poll may be withdrawn with the chairperson's consent.

8.8 Voting rights

(a) Subject to this constitution and to any rights or restrictions attached to any Shares or class of Shares, at a general meeting:
(1) on a show of hands, every Member Present has one vote; and
(2) on a poll, every Member Present and, if a determination has been made by the Board in accordance with rule 8.8(b), every Member who gives a Direct Vote, has one vote for each Share held as at the record time entitling the Member to vote, except for partly paid Shares, each of which confers on a poll only the fraction of one vote which the amount paid (not credited) on the Share bears to the total amounts paid and payable (excluding amounts credited) on the Share. An amount paid in advance of a call is disregarded for this purpose.
(b) The Board may, subject to law, determine that, at any meeting of Members or a class of Members, a Member who is entitled to attend and vote at that meeting is entitled to give their vote by Direct Vote.

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(c) If, in accordance with rule 8.8(b), a determination is made by the Board that Direct Voting is permitted at a meeting of Members or a class of Members:
(1) on a show of hands in respect of a resolution at the meeting, a Direct Vote is not counted; and
(2) on a poll in respect of a resolution at the meeting, each Direct Vote is treated as if the relevant Member cast the vote in the poll at the meeting, and must be counted accordingly.
(d) While Stapling applies, any determination as to voting entitlements must be on the basis that the holders of Attached Securities Stapled to those Shares are also treated in the same manner and at the same time.
(e) If a person present at a general meeting represents personally or by proxy, attorney or representative more than one Member, on a show of hands the person is entitled to one vote only even though he or she represents more than one Member.
(f) A joint holder may vote at a meeting either personally or by proxy, attorney or representative or, if a determination has been made by the Board in accordance with rule 8.8(b), by Direct Vote, as if that person was the sole holder. If more than one joint holder tenders a vote in respect of the relevant Shares, the vote of the holder named first in the register who tenders a vote, whether in person or by proxy, attorney or representative or (if applicable) by Direct Vote, must be accepted to the exclusion of the votes of the other joint holders.
(g) The parent or guardian of an infant Member may vote at any general meeting upon such evidence being produced of the relationship or of the appointment of the guardian as the Board may require and any vote so tendered by a parent or guardian of an infant Member must be accepted to the exclusion of the vote of the infant Member.
(h) A person entitled to a Share because of a Transmission Event may vote at a general meeting in respect of that Share in the same way as if that person were the registered holder of the Share if, at least 48 hours before the meeting (or such shorter time as the Board determines), the Board:
(1) admitted that person's right to vote at that meeting in respect of the Share; or
(2) were satisfied of that person's right to be registered as the holder of, or to transfer, the Share.
Any vote duly tendered by that person must be accepted and the vote of the registered holder of those Shares must not be counted.
(i) Where a Member holds a Share, and any Attached Security to which that Share is Stapled, on which a call or other amount payable to the Company has not been duly paid:
(1) that Member is only entitled to be present at a general meeting and vote if that Member holds, as at the record time, other Shares on which no money is then due and payable; and
(2) on a poll, or, if a determination has been made by the Board in accordance with rule 8.8(b), in connection with a Direct Vote, that Member is not entitled to vote in respect of that Share but may vote in respect of any Shares that Member holds, as at the record time, on which no money is then due and payable.

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(j) A Member is not entitled to vote on a resolution if, under the Act or the Listing Rules:
(1) the Member must not vote or must abstain from voting on the resolution; or
(2) a vote on the resolution by the Member must be disregarded for any purposes.

If the Member or a person acting as proxy, attorney or representative of the Member does tender a vote on that resolution (including, if applicable, a Direct Vote), their vote must not be counted.

(k) An objection to the validity of a vote tendered at a general meeting (including, if applicable, a Direct Vote) must be:
(1) raised before or immediately after the result of the vote is declared; and
(2) referred to the chairperson of the meeting, whose decision is final.
(l) A vote (including, if applicable, a Direct Vote) tendered, but not disallowed by the chairperson of a meeting under rule 8.8(k), is valid for all purposes, even if it would not otherwise have been valid.
(m) The chairperson may decide any difficulty or dispute which arises as to the number of votes (including, if applicable, Direct Votes) which may be cast by or on behalf of any Member and the decision of the chairperson is final.

8.9 Representation at general meetings

(a) Subject to this constitution, each Member entitled to vote at a general meeting may vote:
(1) in person or, where a Member is a body corporate, by its representative;
(2) by not more than 2 proxies;
(3) by not more than 2 attorneys; or
(4) if a determination has been made by the Board in accordance with rule 8.8(b), by Direct Vote.
(b) A proxy, attorney or representative may, but need not, be a Member of the Company.
(c) An instrument appointing a proxy is valid if it is in accordance with the Act or in any form approved by the Board.
(d) For the purposes of this rule 8.9 a proxy appointment received at an electronic address specified in the notice of general meeting for the receipt of proxy appointment or otherwise received by the Company in accordance with the Act is taken to have been signed or executed if the appointment:
(1) includes or is accompanied by a personal identification code allocated by the Company to the Member making the appointment;
(2) has been authorised by the Member in another manner approved by the Board and specified in or with the notice of meeting; or
(3) is otherwise authenticated in accordance with the Act.

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(e) A vote given in accordance with an instrument appointing a proxy or attorney is valid despite the transfer of the Share in respect of which the instrument was given if the transfer is not registered by the time at which the instrument appointing the proxy or attorney is required to be received under rule 8.9(i).
(f) Unless the instrument or resolution appointing a proxy, attorney or representative provides differently, the proxy, attorney or representative has the same rights to speak, demand a poll, join in demanding a poll or act generally at the meeting as the Member would have had if the Member was present.
(g) Unless otherwise provided in the appointment of a proxy, attorney or representative, an appointment will be taken to confer authority:
(1) even though the instrument may refer to specific resolutions and may direct the proxy, attorney or representative how to vote on those resolutions:
- (A) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;
- (B) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; and
- (C) to act generally at the meeting; and
(2) even though the instrument may refer to a specific meeting to be held at a specified time or venue where the meeting is rescheduled or adjourned to another time or changed to another venue to attend and vote at the re-scheduled or adjourned meeting or at the new venue.
(h) A proxy form issued by the Company must allow for the insertion of the name of the person to be primarily appointed as proxy and may provide that, in circumstances and on conditions specified in the form that are not inconsistent with this constitution, the chairperson of the relevant meeting (or another person specified in the form) is appointed as proxy.
(i) A proxy or attorney may not vote at a general meeting or adjourned or postponed meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received by the Company:
(1) at least 48 hours, or such lesser time as specified by the Board and notified in the notice of meeting, (or, in the case of an adjournment or postponement of a meeting, including an adjourned meeting, any lesser time that the Board or the chairperson of the meeting decides) before the time for holding the meeting or adjourned or postponed meeting or taking the poll, as applicable; or
(2) where rule 8.9(j)(2) applies, such shorter period before the time for holding the meeting or adjourned or postponed meeting or taking the poll, as applicable, as the Company determines in its discretion.

A document is received by the Company under this rule 8.9(i) when it is received in accordance with the Act, and to the extent permitted by the Act,

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if the document is produced or the transmission of the document is otherwise verified to the Company in the way specified in the notice of meeting.

(j) Where the Company receives an instrument appointing a proxy or attorney in accordance with rule 8.9 and within the time period specified in rule 8.9(i), the Company is entitled to:
(1) clarify with the appointing Member any instruction in relation to that instrument by written or verbal communication and make any amendments to the instrument required to reflect any clarification; and
(2) where the Company considers that the instrument has not been duly executed, return the instrument to the appointing Member and request that the Member duly execute the instrument and return it to the Company within the period determined by the Company under rules 8.9(i)(2) and notified to the Member.
(k) A Member is taken to have appointed the Company as its attorney for the purpose of any amendments made to an instrument appointing a proxy or attorney in accordance with rule 8.9(j)(1). An instrument appointing a proxy or attorney which is received by the Company in accordance with rule 8.9(j)(2) is taken to have been validly received by the Company.
(l) The appointment of a proxy or attorney, or, if applicable, the giving of a Direct Vote, is not revoked by the appointor / relevant Member attending and taking part in the general meeting, but if the appointor / relevant Member votes on a resolution:
(1) the proxy or attorney is not entitled to vote, and must not vote, as the appointor's proxy or attorney on the resolution; and
(2) a Direct Vote is not counted.
(m) Where a Member appoints 2 proxies or attorneys to vote at the same general meeting:
(1) if the appointment does not specify the proportion or number of the Member's votes each proxy or attorney may exercise, each proxy or attorney may exercise half the Member's votes;
(2) on a show of hands, neither proxy or attorney may vote if more than one proxy or attorney attends; and
(3) on a poll, each proxy or attorney may only exercise votes in respect of those Shares or voting rights the proxy or attorney represents.
(n) Unless written notice of the matter has been received at the Company's registered office (or at another place specified for lodging an appointment of a proxy or attorney for the meeting) at least 48 hours (or, in the case of an adjournment or postponement of a meeting, any lesser time that the Board or the chairperson of the meeting decide) before the time for holding a meeting, adjourned meeting or poll, a vote cast by a proxy or attorney is valid even if, before the vote is cast:
(1) a Transmission Event occurs to the Member; or
(2) the Member revokes the appointment of the proxy or attorney or revokes the authority under which a third party appointed the proxy or attorney.

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(o) Where authority is given to a proxy, attorney or representative concerning a meeting to be held on or before a specified date or at a specified place and that meeting is postponed to a later date or the meeting place is changed, the authority is taken to include authority to act at the rescheduled meeting unless the Member granting the authority gives the Company notice to the contrary under rule 8.9(i).
(p) The chairperson of a meeting may:
(1) permit a person claiming to be a representative to exercise the powers of a representative, even if the person is unable to establish to the chairperson's satisfaction that he or she has been validly appointed; or
(2) permit the person to exercise those powers on the condition that, if required by the Company, he or she produce evidence of the appointment within the time set by the chairperson.
(q) The chairperson of a meeting may require a person acting as a proxy, attorney or representative to establish to the chairperson’s satisfaction that the person is the person duly appointed to act. If the person fails to satisfy the requirement, the chairperson may exclude the person from attending or voting at the meeting.
(r) The chairperson may delegate his or her powers under rules 8.9(p) and 8.9(q) to any person.

8.10 Effect of Stapling

(a) While Stapling applies, the Board or other representatives of the Stapled Entities may attend and speak at any meeting of Members, or invite any other person to attend and speak.
(b) While Stapling applies, if permitted by the Act and any applicable ASIC relief, any meeting of Members may be held with and as part of a meeting of the members of the Stapled Entities. If such a joint meeting is permitted, then both of the following apply:
(1) the joint meeting will be convened and held in accordance with the procedures that apply to the holding of meetings of Members and the members of the Stapled Entities, which such modifications as the Board decides; and
(2) any decision made by or resolution passed by the joint meeting will be taken for all purposes as a decision made by or resolution passed by the Members.

8.11 Form of Direct Vote

(a) The Board may, subject to this constitution, prescribe regulations, rules and procedures in relation to the giving of Direct Votes (including specifying the form, method and timing of giving a Direct Vote at or for the purposes of a meeting in order for the vote to be valid) and for revoking a Direct Vote. The Board must specify in the notice of meeting, or in any document accompanying the notice of meeting or otherwise made available to Members for the purpose of the meeting, the form, method and timing of giving a Direct Vote in order for the Direct Vote to be valid.

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(b) If sent by post or fax, a Direct Vote must be signed by or on behalf of the Member in the manner approved by the Board or specified in the notice of meeting.
(c) If sent or lodged electronically, a Direct Vote is taken to have been signed if it has been signed or authorised by the Member in the manner approved by the Board or specified in the notice of meeting.
(d) At least 48 hours (or any shorter period as the Directors may permit or specified by the Act) before the time for holding the relevant meeting, adjourned meeting or a poll at which a person proposes to cast a notice of their voting intention, the Company must receive at its registered office or at such other electronic address or by such other electronic means specified for that purpose in the notice of meeting:
(1) the Direct Vote; and
(2) if relevant, any authority or power under which the Direct Vote was signed or a certified copy of that power or authority if not already lodged with the Company.
(e) A notice of voting intention is valid if it contains the following information:
(1) the Member's name and address or any applicable identifying notations such as the holder identification number or similar approved by the Board or specified in the notice of meeting; and
(2) the Member's voting intention on any or all of the resolutions to be put before the meeting, in respect of which meeting a determination has been made by the Board in accordance with rule 8.8(b).

8.12 Validity of Direct Votes

Where the Board determines that, at a meeting of Members or a class of Members, Members will be entitled to vote by Direct Vote, the following provisions apply:

(a) 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 Company's securities registry) 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;
(b) a Direct Vote by a Member is automatically revoked if the Company receives a further valid Direct Vote from the Member;
(c) a Direct Vote by a Member is automatically revoked if, after the Direct Vote is received, the Company receives a valid proxy appointment in respect of that Member for the relevant meeting;
(d) a Direct Vote by a Member revokes the authority of a previously provided proxy appointment, power of attorney or other relevant instrument of appointment in respect of that Member for the relevant meeting;
(e) a Direct Vote by a Member is valid even if prior to the vote being counted:
(1) the Member becomes of unsound mind or dies; or
(2) subject to rule 8.12(a), the Member wishes to change their vote; or

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(3) where the Direct Vote is given on behalf of the Member by an attorney, the appointment of the attorney or the authority under which the appointment was made is revoked,

if no notice in writing of the relevant event has been received by the Company at its registered office at least 48 hours (or any shorter period as the Board may permit or specified by the Act) before the commencement of the meeting or adjourned meeting to which the Direct Vote relates; and

(f) if the chair of the meeting determines it is appropriate, a Direct Vote by a Member on a resolution is taken to be a Direct Vote on the resolution as amended.

9 Directors

9.1 Appointment and retirement of Directors

(a) The minimum number of Directors is 3.
(b) The Board may appoint any natural person to be a Director.
(c) A Director appointed by the Board under rule 9.1(b), who is not a managing Director, holds office only until the conclusion of the next AGM following his or her appointment.
(d) No Director who is not the managing Director may hold office without reelection beyond the third AGM following the meeting at which the Director was last elected or re-elected.
(e) If there is more than one managing Director, only one of them, nominated by the Board, is entitled not to be subject to vacation of office under rule 9.1(c) or retirement under rule 9.1(d).
(f) To the extent that the Listing Rules require an election of Directors to be held and no Director would otherwise be required (by rules 9.1(c) or 9.1(d)) to stand for election or re-election, the Director to retire under rule 9.1(d) is the Director who wishes to retire and not offer themself for re-election and, so far as is necessary to obtain the number required, the Director who has been longest in office since their last election or appointment (excluding the managing Director). As between Directors who were last elected or appointed on the same day, the Director to retire must, unless they can agree among themselves, be decided by lot.
(g) The Directors to retire under rule 9.1(d) (both as to number and identity) is decided having regard to the composition of the Directors at the date of the notice calling the AGM. A Director is not required to retire and is not relieved from retiring because of a change in the number or identity of the Directors after the date of the notice but before the meeting closes.
(h) The Company may by resolution at an AGM fill an office vacated by a Director under rules 9.1(c), 9.1(d), or 9.1(f) by electing or re-electing an eligible person to that office.
(i) The retirement of a Director from office under this constitution and the reelection of the Director or the election of another person to that office (as the case may be) takes effect at the conclusion of the meeting at which the retirement and re-election or election occur.

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(j) A person is eligible for election to the office of a Director at a general meeting only if:
(1) the person is in office as a Director immediately before that meeting and the Board has recommended the person’s election to Members;
(2) the person has been nominated by the Board for election at that meeting;
(3) where the person is a Member, he or she has at least 45 business days and, in the case of a general meeting the Board has been duly requested by Members under the Act to call, at least 30 business days (or, in each case, such longer period as may be permitted under the Listing Rules) but, in each case, no more than 90 business days before the meeting, given the Company a notice signed by him or her stating the Member's desire to be a candidate for election at that meeting; or
(4) where the person is not a Member, a Member intending to nominate the person for election at that meeting has, at least 45 business days and, in the case of a general meeting the Board has been duly requested by Members under the Act to call, at least 30 business days (or, in each case, such longer period as may be permitted under the Listing Rules) but, in each case, no more than 90 business days before the meeting, given the Company a notice signed by the Member stating the Member's intention to nominate the person for election, and a notice signed by the person stating his or her consent to the nomination.
(k) A partner, employer or employee of an auditor of the Company may not be appointed or elected as a Director.

9.2 Vacating office

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

(a) becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health;
(b) becomes bankrupt or insolvent or makes any arrangement or composition with his or her creditors generally;
(c) is convicted on indictment of an offence and the Board does not within 1 month after that conviction resolve to confirm the Director's appointment or election (as the case may be) to the office of Director;
(d) ceases to be eligible to act as a Director under rule 9.1(k);
(e) fails to attend meetings of the Board for more than 3 consecutive months without leave of absence from the Board; or
(f) resigns by written notice to the Company.

9.3 Remuneration

(a) Each Director is entitled to such remuneration from the Company for his or her services as a Director as the Board decides but the total amount provided to all non-executive Directors for their services as Directors must

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not exceed in aggregate in any financial year the amount fixed by the Company in general meeting.

(b) When calculating a non-executive Director’s remuneration for the purposes of rule 9.3(a), any amount paid by the Company or related body corporate:
(1) as fees for acting as a Director of the Company or any child entity is to be included;
(2) to a superannuation, retirement or pension fund for a Director is to be included;
(3) as securities, issued with the approval of Members under the Listing Rules, are to be excluded; and
(4) for any insurance premium paid or agreed to be paid for a Director under rule 11.4 is to be excluded.
(c) Remuneration under rule 9.3(a) may be provided in such manner that the Board decides, including by way of non cash benefit, such as a contribution to a superannuation fund.
(d)
The remuneration is taken to accrue from day to day.
(e) The remuneration of a Director (who is not a managing Director or an executive Director) must not include a commission on, or a percentage of, profits or operating revenue.
(f) The Directors are entitled to be paid all travelling and other expenses they incur in attending to the Company's affairs, including attending and returning from general meetings of the Company or meetings of the Board or of committees under rule 9.14. Such amounts will not form part of the aggregate remuneration permitted under rule 9.3(a).
(g) Any Director who performs extra services, makes any special exertions for the benefit of the Company, or who otherwise performs services which, in the opinion of the Board, are outside the scope of the ordinary duties of a non-executive director, may be remunerated for the services (as determined by the Board) out of the funds of the Company. Any amount paid will not form part of the aggregate remuneration permitted under rule 9.3(a).
(h) If a Director is also an officer or executive of the Company or of a related body corporate, any remuneration that Director may receive for acting in their capacity as that officer or executive may be either in addition to or instead of that Director's remuneration under rule 9.3(a).
(i) The Board may:
(1) at any time after a Director dies or ceases to hold office as a Director for any other reason, pay or provide to the Director or a legal personal representative, spouse, relative or dependant of the Director, in addition to the remuneration of that Director under rule 9.3(a), a pension or benefit for past services rendered by that Director; and
(2) cause the Company to enter into a contract with the Director or a legal personal representative, spouse, relative or dependant of the Director to give effect to such a payment or provide for such a benefit.
(j) The Board may establish or support, or assist in the establishment or support, of funds and trusts to provide pension, retirement, superannuation

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or similar payments or benefits to or in respect of the Directors or former Directors and grant pensions and allowances to those persons or their dependants either by periodic payment or a lump sum.

9.4 Director need not be a Member

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

9.5 Directors may contract with the Company and hold other offices

(a) The Board may make regulations requiring the disclosure of interests that a Director, and any person deemed by the Board to be related to or associated with the Director, may have in any matter concerning the Company or a related body corporate. Any regulations made under this constitution bind all Directors.
(b) No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable only because a person fails to comply with any regulation made under rule 9.5(a).
(c) A Director is not disqualified from contracting or entering into an arrangement with the Company as vendor, purchaser or in another capacity, merely because the Director holds office as a Director or because of the fiduciary obligations arising from that office.
(d) A contract or arrangement entered into by or on behalf of the Company in which a Director is in any way interested is not invalid or voidable merely because the Director holds office as a Director or because of the fiduciary obligations arising from that office.
(e) A Director who is interested in any arrangement involving the Company is not liable to account to the Company for any profit realised under the arrangement merely because the Director holds office as a Director or because of the fiduciary obligations arising from that office, provided that the Director complies with the disclosure requirements applicable to the Director under rule 9.5(a) and under the Act regarding that interest.
(f) A Director may hold any other office or position (except auditor) in the Company or any related body corporate in conjunction with his or her Directorship and may be appointed to that office or position on terms (including remuneration and tenure) the Board decides.
(g) A Director may be or become a Director or other officer of, or interested in, any related body corporate or any other body corporate, and need not account to the Company for any remuneration or other benefits the Director receives as a Director or officer of, or from having an interest in, that body corporate.
(h) A Director who has an interest in a matter that is being considered at a meeting of the Board may, despite that interest, vote, be present and be counted in a quorum at the meeting, unless that is prohibited by the Act. No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable only because a Director fails to comply with that prohibition.

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(i) The Board may exercise the voting rights given by Shares in any corporation held or owned by the Company in any way the Board decides. This includes voting for any resolution appointing a Director as a Director or other officer of that corporation or voting for the payment of remuneration to the Directors or other officers of that corporation. A Director may, if the law permits, vote for the exercise of those voting rights even though he or she is, or may be about to be appointed, a Director or other officer of that other corporation and, in that capacity, may be interested in the exercise of those voting rights.
(j) A Director who is interested in any contract or arrangement may, despite that interest, participate in the execution of any document by or on behalf of the Company evidencing or otherwise connected with that contract or arrangement.

9.6 Powers and duties of the Board

(a) The Board is responsible for managing the business of the Company and may exercise all powers and do all things that are within the Company's power and are not expressly required by the Act or this constitution to be exercised by the Company in a general meeting.
(b) The Board may exercise all the powers of the Company:
(1) to borrow or raise money in any other way;
(2) to charge any of the Company's property or business or any of its uncalled capital; and
(3) to issue debentures or give any security for a debt, liability or obligation of the Company or of any other person.
(c) Debentures or other securities may be issued on the terms and at prices decided by the Board, including bearing interest or not, with rights to subscribe for, or exchange into, Shares or other securities in the Company or a related body corporate or with special privileges as to redemption, participating in Share issues, attending and voting at general meetings and appointing Directors.
(d) The Board may decide how cheques, promissory notes, banker's drafts, bills of exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed, as applicable, by or on behalf of the Company.
(e) The Board may:
(1) appoint or employ any person as an officer, agent or attorney of the Company for the purposes, with the powers, discretions and duties (including powers, discretions and duties vested in or exercisable by the Board), for any period and on any other conditions they decide;
(2) authorise an officer, agent or attorney to delegate any of the powers, discretions and duties vested in the officer, agent or attorney; and
(3) remove or dismiss any officer, agent or attorney of the Company at any time, with or without cause.

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(f) A power of attorney may contain any provisions for the protection and convenience of the attorney or persons dealing with the attorney that the Board decides.
(g) While Stapling applies, the Board may in exercising any power or discretion have regard to the interests of the Members and the members of the Stapled Entities as a whole and not only to the interests of the Members alone. This is the case notwithstanding any other provision of this constitution or any rule of law or equity to the contrary, other than any relevant provision of the Act.
(h) Nothing in this rule 9.6 limits the general nature of rule 9.6(a).

9.7 Proceedings of Directors

(a) The Directors may meet together to attend to business and adjourn and otherwise regulate their meetings as they decide.
(b) The contemporaneous linking together by telephone or other electronic means of a sufficient number of Directors to constitute a quorum, constitutes a meeting of the Board. All the provisions in this constitution relating to meetings of the Board apply, as far as they can and with any necessary changes, to meetings of the Board by telephone or other electronic means.
(c) A meeting by telephone or other electronic means is to be taken to be held at the place where the chairperson of the meeting is or at such other place the chairperson of the meeting decides on.
(d) A Director taking part in a meeting by telephone or other electronic means is to be taken to be present in person at the meeting and all Directors participating in the meeting will (unless there is a specific statement otherwise) be taken to have consented to the holding of the meeting by the relevant electronic means.
(e) If, before or during the meeting, any technical difficulty occurs whereby one or more Directors cease to participate, the chairperson may adjourn the meeting until the difficulty is remedied or may, where a quorum of Directors remains present, continue with the meeting.

9.8 Calling meetings of the Board

(a) A Director may, whenever the Director thinks fit, call a meeting of the Board.
(b) A secretary must, if requested by a Director, call a meeting of the Board.
(c) A notice of a meeting of the Board:
(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) may, if necessary, be given immediately before the meeting; and
(4) may be given by mail (electronic or otherwise), personal delivery, fax or other electronic means to the usual place of business or residence of the Director or to the usual email address of the Director or to any other address (electronic or otherwise) given to a secretary by the Director.

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(d) Accidental failure to give notice to, or non-receipt of notice by, a Director does not result in a meeting of the Board being invalid.

9.9 Quorum at meetings of Board

(a) No business may be transacted at a meeting of Board unless a quorum of Directors is present at the time the business is dealt with.
(b) Unless the Board decides differently, 2 Directors constitute a quorum.
(c) If there is a vacancy in the office of a Director, the remaining Directors may act. But, if their number is not sufficient to constitute a quorum, they may act only in an emergency or to increase the number of Directors to a number sufficient to constitute a quorum or to call a general meeting of the Company.

9.10 Chairperson and deputy chairperson of the Board

(a) The Board may elect a Director to the office of chairperson of the Board and may elect one or more Directors to the office of deputy chairperson of the Board. The Board may decide the period for which those offices will be held.
(b) The office of chairperson of the Board or deputy chairperson of the Board may, if the Board so resolves, be treated as an extra service or special exertion performed by the Director holding that office for the purposes of rule 9.3(g).
(c) The chairperson of the Board is entitled (if present within15 minutes after the time appointed for the meeting and willing to act) to preside as chairperson at a meeting of the Board.
(d) If at a meeting of the Board:
(1) there is no chairperson of the Board;
(2) the chairperson of the Board is not present within 15 minutes after the time appointed for the holding of the meeting; or
(3) the chairperson of the Board is present within that time but is not willing or declines to act as chairperson of the meeting,

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

9.11 Decisions of the Board

(a) The Board, at a meeting at which a quorum is present, may exercise any authorities, powers and discretions vested in or exercisable by the Board under this constitution.
(b) Questions arising at a meeting of the Board must be decided by a majority of votes cast by the Directors present entitled to vote on the matter.
(c) Subject to rule 9.11(d), if the votes are equal on a proposed resolution, the chairperson of the meeting has a casting vote, in addition to his or her deliberative vote.

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(d) Where only 2 Directors are present or entitled to vote at a meeting of the Board and the votes are equal on a proposed resolution:
(1) the chairperson of the meeting does not have a second or casting vote; and
(2) the proposed resolution is taken as lost.

9.12 Written resolutions

(a) If:
(1) all of the Directors who would be entitled to receive notice of a meeting of the Board and to vote on a resolution are given a document setting out that resolution;
(2) a majority of the Directors, excluding any Director referred to in rule 9.12(b), sign or consent to the resolution; and
(3) the Directors who sign or consent to the resolution would have constituted a quorum at a meeting of the Board held to consider that resolution,

then the resolution is taken to have been passed by a meeting of the Board at the time when the last Director required to constitute the required majority signs or consents to that resolution.

(b) The Directors taken into account for the purposes of calculating a majority under rule 9.12(a) will not include:
(1) any Director on leave of absence approved by the Board;
(2) any Director who disqualifies himself or herself from considering the resolution in question; and
(3) any Director who would be prohibited by the Act from voting on the resolution in question.
(c) A Director may consent to a resolution by:
(1) signing the document containing the resolution (or a copy of that document);
(2) giving to the Company at its registered office a written notice (including by fax or other electronic means) addressed to the secretary or to the chairperson of the Board signifying assent to the resolution and either setting out its terms or otherwise clearly identifying them; or
(3) telephoning the secretary or the chairperson of the Board and signifying assent to the resolution and clearly identifying its terms.

9.13 Alternate Directors

(a) A Director may, with the approval of a majority of the other Directors, appoint a person to be the Director's alternate Director for such period as the Director decides.
(b) An alternate Director may, but need not, be a Member or a Director of the Company.
(c) One person may act as alternate Director to more than 1 Director.

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(d) In the absence of the appointor, an alternate Director may exercise any powers (except the power to appoint an alternate Director) that the appointor may exercise.
(e) If the appointor requests the Company to give notice of meetings of the Board to the alternate Director, the alternate Director is entitled to receive those notices and to attend and vote at those meetings if the appointor is not present
(f) If the appointor has not requested the Company to give notice of meetings of the Board to the alternate Director, the Company need not give those notices to the alternate Director.
(g) An alternate Director is entitled, if the appointor does not attend a meeting of the Board, to attend and vote in place of and on behalf of the appointor.
(h) An alternate Director is entitled to a separate vote for each Director the alternate Director represents in addition to any vote the alternate Director may have as a Director in his or her own right.
(i) An alternate Director, when acting as a Director, is responsible to the Company for his or her own acts and defaults and is not to be taken to be the agent of the Director by whom he or she was appointed.
(j) The office of an alternate Director is vacated if and when the appointor vacates office as a Director.
(k) The appointment of an alternate Director may be terminated or suspended at any time by the appointee or by a majority of the other Directors.
(l) An appointment, or the termination or suspension of an appointment of an alternate Director, must be in writing and signed and takes effect only when the Company has received notice in writing of the appointment, termination or suspension.
(m) An alternate Director is not to be taken into account in determining the minimum number of Directors allowed or the rotation of Directors under this constitution.
(n) In determining whether a quorum is present at a meeting of the Board, an alternate Director who attends the meeting is to be counted as a Director for each Director on whose behalf the alternate Director is attending the meeting.
(o) An alternate Director is not entitled to receive any remuneration as a Director from the Company otherwise than out of the remuneration of the Director appointing the alternate Director but is entitled to travelling, hotel and other expenses reasonably incurred for the purpose of attending any meeting of the Board at which the appointee is not present.

9.14 Delegation by the Board

(a) The Board may delegate any of its powers to a Director, a committee of the Board, or any person or persons.
(b) A Director, committee of the Board, or person to whom any powers have been so delegated must exercise the powers delegated in accordance with any directions of the Board.
(c) The acceptance of a delegation of powers by a Director may, if the Board so resolves, be treated as an extra service or special exertion performed by the delegate for the purposes of rule 9.3(g).

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(d) The provisions of this constitution applying to meetings and resolutions of the Board apply, so far as they can and with any necessary changes, to meetings and resolutions of a committee of the Board, except to the extent they are contrary to any direction given under rule 9.14(b).

9.15 Validity of acts

An act done by a meeting of the Board, a committee under rule 9.14 or a person acting as a Director is not invalidated by:

(a) a defect in the appointment of a person as a Director or a member of a committee; or
(b) a person so appointed being disqualified or not being entitled to vote,

if that circumstance was not known by the Board, committee or person when the act was done.

10 Executive officers

10.1 Managing Directors and executive Directors

(a) The Directors may appoint one or more of the Directors to the office of managing Director or other executive Director.
(b) Unless the Board determines otherwise, a managing Director's or other executive Director's appointment automatically terminates if the managing Director or other executive Director ceases to be a Director.
(c) A managing Director or other executive Director may be referred to by any title the Board decides on.

10.2 Secretary

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

10.3 Provisions applicable to all executive officers

(a) A reference in this rule 10.3 to an executive officer is a reference to a managing Director, executive Director, secretary or assistant secretary appointed under this rule 10.
(b) The appointment of an executive officer may be for the period, at the remuneration and on the conditions the Board decides.
(c) The remuneration payable by the Company to an executive officer must not include a commission on, or percentage of, operating revenue.
(d) The Board may:
(1) delegate to or give an executive officer any powers, discretions and duties they decide;
(2) withdraw, suspend or vary any of the powers, discretions and duties given to an executive officer; and

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(3) authorise the executive officer to delegate any of the powers, discretions and duties given to the executive officer.
(e) Unless the Board decides differently, the office of a Director who is employed by the Company or by a subsidiary of the Company automatically becomes vacant if the Director ceases to be so employed.
(f) An act done by a person acting as an executive officer is not invalidated by:
(1) a defect in the person's appointment as an executive officer;
(2) the person being disqualified to be an executive officer; or
(3) the person having vacated office,

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

11 Indemnity and insurance

11.1 Persons to whom rules 11.2 and 11.4 apply

Rules 11.2 and 11.4 apply:

(a) to each person who is or has been a Director, alternate Director or executive officer (within the meaning of rule 10.3(a)) of the Company; and
(b) to such other officers or former officers of the Company or of its related bodies corporate as the the Board in each case determines,

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

11.2 Indemnity

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

11.3 Extent of indemnity

The indemnity in rule 11.2:

(a) is enforceable without the Officer having to first incur any expense or make any payment;
(b) is a continuing obligation and is enforceable by the Officer even though the Officer may have ceased to be an officer of the Company or its related bodies corporate; and
(c) applies to Liabilities incurred both before and after the adoption of this constitution.

11.4 Insurance

The Company may, to the extent permitted by law:

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

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for each Officer against any Liability incurred by the Officer as an officer of the Company or of a related body corporate including, but not limited to, a liability for negligence or for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal and whatever their outcome.

11.5 Savings

Nothing in rules 11.2 or 11.4:

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

11.6 Deed

The Company may enter into a deed with any Officer to give effect to the rights conferred by this rule 11 or the exercise of a discretion under this rule 11 on such terms as the Board thinks fit which are not inconsistent with this rule 11.

12 Seals

12.1 Using the seal

Without limiting the ways in which the Company can execute documents in accordance with the Act, if the Company has a common seal the Board may determine whatever procedures they consider appropriate for the use of the seal.

12.2 Seal register

(a) The Company must, for so long as it has a seal, keep a seal register and, on affixing the seal to any document (except a certificate for securities of the Company), must enter in the register particulars of the document, giving in each case a short description of the document.
(b) Failure to comply with paragraph (a) does not invalidate any document to which the seal is properly affixed.

13 Distribution of profits

13.1 Dividends

(a) The Board may pay any interim and final dividends that, in their judgment, the financial position of the Company justifies.
(b) The Board may rescind a decision to pay a dividend if they decide, before the payment date, that the Company's financial position no longer justifies the payment.

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(c) The Board may pay any dividend required to be paid under the terms of issue of a Share.
(d) Paying a dividend does not require confirmation at a general meeting.
(e) Subject to any rights or restrictions attached to any Shares or class of Shares:
(1) all dividends must be paid equally on all Shares, except that a partly paid Share confers an entitlement only to the proportion of the dividend which the amount paid (not credited) on the Share is of the total amounts paid and payable (excluding amounts credited);
(2) for the purposes of rule 13.1(e)(1), unless the Board decides otherwise, an amount paid on a Share in advance of a call is to be taken as not having been paid until it becomes payable; and
(3) interest is not payable by the Company on any dividend.
(f) Subject to the ASX Settlement Operating Rules, the Board may fix a record date for a dividend, with or without suspending the registration of transfers from that date under rule 6.4.
(g) Subject to the ASX Settlement Operating Rules, a dividend in respect of a Share must be paid to the person who is registered, or entitled under rule 6.1(c) to be registered, as the holder of the Share:
(1) where the Board has fixed a record date in respect of the dividend, on that date; or
(2) where the Board has not fixed a record date in respect of that dividend, on the date fixed for payment of the dividend,

and a transfer of a Share that is not registered, or left with the Company for registration under rule 6.1(b), on or before that date is not effective, as against the Company, to pass any right to the dividend.

(h) When resolving to pay a dividend, the Board may direct payment of the dividend from any available source permitted by law, including:
(1) subject to rule 13.1(r), 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 specific Members; and
(2) unless prevented by the Listing Rules, direct payment of the dividend to particular Members wholly or partly out of any particular fund or reserve or out of profits derived from any particular source, and to the other Members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source.
(i) Subject to the ASX Settlement Operating Rules, where a person is entitled to a Share because of a transmission event, the Board may, but need not, retain any dividends payable on that Share until that person becomes registered as the holder of that Share or transfers it.
(j) The Board may retain from any dividend payable to a Member any amount presently payable by the Member to the Company and apply the amount retained to the amount owing.

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(k) The Board may decide the manner and means of the payment of any dividend or other amount in respect of a Share. Different methods of payment may apply to different Members or groups of Members (such as overseas Members). Without limiting any other method of payment which the Company may adopt, any dividend or other amount payable by the Company to a Member in respect of a Share may be paid:
(1) by such electronic or other means approved by the Board directly to an account (of a type approved by the Board) nominated in writing by the Member or the joint holders; or
(2) by cheque sent to the address of the Member shown in the register of Members or, in the case of joint holders, to the address shown in the register of Members of any of the joint holders, or to such other address as the Member or any of the joint holders in writing direct.
(l) The Board may adopt procedures limiting the type of accounts which are eligible to receive payment under rule 13.1(k)(1).
(m) A cheque sent under rule 13.1(k)(2) may be made payable to bearer or to the order of the Member to whom it is sent or another person that the Member directs and is sent at the Member's risk.
(n) If the Board decides to make a payment by electronic or other means approved by the Board under rule 13.1(k)(1) and an account is not nominated by the Member or joint holders or an electronic transfer into a nominated account is rejected or refunded, the Company may hold the amount payable in a separate account of the Company until the Member or joint holders nominate a valid account into which a payment may be made.
(o) Where a Member does not have a registered address or the Company believes that a Member is not known at the Member's registered address, the Company may credit an amount payable in respect of the Member's Shares to an account of the Company to be held until the Member claims the amount payable or nominates an account into which a payment may be made.
(p) An amount credited to an account under rules 13.1(n) or 13.1(o) is to be treated as having been paid to the Member at the time it is credited to that account. The Company will not be a trustee of the money and no interest will accrue on the money.
(q) If a cheque for an amount payable under rule 13.1(k)(2) is not presented for payment for at least 11 calendar months after issue or an amount is held in an account under rules 13.1(n) or 13.1(o) for at least 11 calendar months, the Board may stop payment on the cheque and reinvest the amount under rule 13.1(s) or otherwise make use of any such amounts for the benefit of the Company until claimed or otherwise disposed of according to the laws relating to unclaimed monies.
(r) While Stapling applies, the Board must not issue any Ordinary Shares unless an offer is made at the same time by the Stapled Entities to issue and allot an identical number of Attached Securities Stapled to those Ordinary Shares. No offer, other than an offer for an equal number of Ordinary Shares and Attached Securities, will be valid. Shares issued in unequal numbers to the number of Attached Securities issued will be immediately voided and any proceeds received in consideration of these Shares shall be returned to subscribers.

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(s) Subject to rule 13.1(q), the Board may reinvest the amount, after deducting reasonable expenses, into Shares in the Company on behalf of, and in the name of, the Member concerned. The Shares may be acquired on market or by way of new issue at a price the Board accepts is market price at the time. Any residual sum which arises from the reinvestment may be carried forward or donated to charity on behalf of the Member, as the Board decides. The Company’s liability to provide the relevant amount is discharged by an application under this rule 13.1(s). The Board may do anything necessary or desirable (including executing any document) on behalf of the Member to effect the application of an amount under this rule 13.1(s). The Board may determine other rules to regulate the operation of this rule 13.1(s) and may delegate its power under this rule to any person.

13.2 Capitalising profits

(a) Subject to the Listing Rules, any rights or restrictions attached to any Shares or class of Shares and any special resolution of the Company, the Board may capitalise and distribute among those Members who would be entitled to receive dividends and in the same proportions, any amount:
(1) forming part of the undivided profits of the Company;
(2) representing profits arising from an ascertained accretion to capital or 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 as a dividend.
(b) The Board may resolve that all or any part of the capitalised amount is to be applied:
(1) in paying up in full, at an issue price decided by the resolution, any unissued Shares in or other securities of the Company;
(2) in paying up any amounts unpaid on Shares or other securities held by the Members;
(3) partly as specified in rule 13.2(b)(1) and partly as specified in rule 13.2(b)(2); or
(4) any other method permitted by law.

The Members entitled to share in the distribution must accept that application in full satisfaction of their interest in the capitalised amount.

(c) Rules 13.1(e), (f) and (g) apply, so far as they can and with any necessary changes, to capitalising an amount under this rule 13.2 as if references in those rules to:
(1) a dividend were references to capitalising an amount; and
(2) a record date were references to the date the Board resolves to capitalise the amount under this rule 13.2.
(d) Where in accordance with the terms and conditions on which Options to take up Shares are granted (and being Options existing at the date of the passing of the resolution referred to in rule 13.2(b)) a holder of those Options will be entitled to an issue of bonus Shares under this rule 13.2, the Board may in determining the number of unissued Shares to be so issued, allow in an appropriate manner for the future issue of bonus Shares to Options holders.

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13.3 Ancillary powers

(a) To give effect to any resolution to satisfy a dividend as set out in rule 13.1(h)(1), pay a dividend in accordance with a plan established under rules 13.6 or 13.7, to capitalise any amount under rule 13.2 or to reduce the Company's share capital under rule 4.1, and subject to 13.1(o), the Board may:
(1) settle as they think expedient any difficulty that arises in making the distribution or capitalisation and, in particular:
- (A) make cash payments in cases where Members are entitled to fractions of Shares or other securities;
- (B) decide that amounts or fractions of less than a particular value decided by the Board may be disregarded in order to adjust the rights of all parties; and
- (C) if the Board, in their unfettered discretion, considers that a distribution or issue of specific assets, shares or securities to a particular Member or Members is impractical for any reason, make a cash payment to those Members or allocate the assets, shares or securities to a trustee to be sold on behalf of, and for the benefit of, those Members, instead of the distribution or issue of assets, shares or securities to those Members;
(2) fix the value for distribution of any specific assets;
(3) pay cash or issue Shares or other securities to any Member in order to adjust the rights of all parties;
(4) vest any of those specific assets, cash, Shares or other securities in a trustee on trust for the persons entitled to the distribution or capitalised amount; and
(5) authorise any person to make, on behalf of all the Members entitled to any specific assets, cash, Shares or other securities as a result of the distribution or capitalisation, an agreement with the Company, the Stapled Entities or another person which provides, as appropriate:
- (A) for the distribution or issue to them of Shares or other securities credited as fully paid up; or
- (B) for payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing Shares or other securities by applying their respective
- (C) proportions of the amount resolved to be distributed or capitalised.

Any agreement made under an authority referred to in rule 13.3(a)(5) is effective and binds all Members concerned.

(b) If a distribution, transfer or issue of specific assets, shares or securities to a particular Member or Members is, in the Board’s discretion, considered impracticable or would give rise to parcels of securities that do not constitute a marketable parcel, the Board may make a cash payment to those Members or allocate the assets, shares or securities to a trustee to

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be sold on behalf of, and for the benefit of, those Members, instead of making the distribution, transfer or issue to those Members. Any proceeds receivable by Members under this rule 13.3(b) will be net of expenses incurred by the Company and trustee in selling the relevant assets, shares or securities.

(c) If the Company distributes to Members (either generally or to specific Members) securities in the Company or in another body corporate or trust (whether as a dividend or otherwise and whether or not for value), each of those Members appoints the Company as his or her agent to do anything needed to give effect to that distribution, including agreeing to become a Member of that other body corporate.

13.4 Reserves

(a) The Board may set aside out of the Company's profits any reserves or provisions they decide.
(b) The Board may appropriate to the Company's profits any amount previously set aside as a reserve or provision.
(c) Setting aside an amount as a reserve or provision does not require the Board to keep the amount separate from the Company's other assets or prevent the amount being used in the Company's business or being invested as the Board decides.

13.5 Carrying forward profits

The Board may carry forward any part of the profits remaining that they consider should not be distributed as dividends or capitalised, without transferring those profits to a reserve or provision.

13.6 Share investment plan

The Board may, subject to 13.1(o):

(a) establish a Share investment plan on terms they decide, under which:
(1) the whole or any part of any dividend or interest due to Members or holders of any convertible securities of the Company who participate in the plan on their Shares or any class of Shares or any convertible securities; or
(2) any other amount payable to Members,

may be applied in subscribing for or purchasing securities of the Company or of a related body corporate; and

(b) amend, suspend or terminate a Share investment plan.

13.7 Dividend selection plans

The Board may:

(a) implement a dividend selection plan on terms they decide, under which participants may choose:
(1) to receive a dividend from the Company paid wholly or partly out of any particular fund or reserve or out of profits derived from any particular source; or

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(2) to forego a dividend from the Company in place of some other form of distribution from the Company or another body corporate or a trust; and
(b) amend, suspend or terminate a dividend selection plan.

14 Winding up

14.1 Distributing surplus

Subject to this constitution and the rights or restrictions attached to any Shares or class of Shares:

(a) if the Company is wound up and the property of the Company available for distribution among the Members is more than sufficient to pay:
(1) all 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 them, irrespective of the amounts paid or credited as paid on the Shares;

(b) for the purpose of calculating the excess referred to in rule 14.1(a), any amount unpaid on a Share is to be treated as property of the Company;
(c) the amount of the excess that would otherwise be distributed to the holder of a partly paid Share under rule 14.1(a) must be reduced by the amount unpaid on that Share at the date of the distribution; and
(d) if the effect of the reduction under rule 14.1(c) would be to reduce the distribution to the holder of a partly paid Share to a negative amount, the holder must contribute that amount to the Company.

14.2 Dividing property

(a) If the Company is wound up, the liquidator may, with the sanction of a special resolution:
(1) divide amongst the Members the whole or any part of the Company's property; and
(2) decide how the division is to be carried out as between the Members or different classes of Members.
(b) A division under rule 14.2(a) need not accord with the legal rights of the Members and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part.
(c) Where a division under rule 14.2(a) does not accord with the legal rights of the Members, a Member is entitled to dissent and to exercise the same rights as if the special resolution sanctioning that division were a special resolution passed under section 507 of the Act.
(d) If any of the property to be divided under rule 14.2(a) includes securities with a liability to calls, any person entitled under the division to any of the securities may, within 10 days after the passing of the special resolution referred to in rule 14.2(a), by written notice direct the liquidator to sell the

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person's proportion of the securities and account for the net proceeds. The liquidator must, if practicable, act accordingly.

(e) Nothing in this rule 14.2 takes away from or affects any right to exercise any statutory or other power which would have existed if this rule were omitted.
(f) Rule 13.3 applies, so far as it can and with any necessary changes, to a division by a liquidator under rule 14.2(a) as if references in rule 13.3 to:
(1) the Board were references to the liquidator; and
(2) a distribution or capitalisation were references to the division under rule 14.2(a).

15 Inspection of and access to records

(a) A person who is not a Director does not have the right to inspect any of the Board papers, books, records or documents of the Company, except as provided by law, or this constitution, or as authorised by the Board, or by resolution of the Members.
(b) The Company may enter into contracts with its Directors or former Directors agreeing to provide continuing access for a specified period after the Director ceases to be a Director to Board papers, books, records and documents of the Company which relate to the period during which the Director or former Director was a Director on such terms and conditions as the Board thinks fit and which are not inconsistent with this rule 15.
(c) The Company may procure that its subsidiaries provide similar access to Board papers, books, records or documents as that set out in rules 15(a) and 15(b).
(d) This rule 15 does not limit any right the Directors or former Directors otherwise have.

16 Notices

16.1 Notices by the Company to Members

(a) Without limiting any other way in which notice may be given to a Member under this constitution, the Act or the Listing Rules, the Company may give a notice to a Member by:
(1) delivering it personally to the Member;
(2) sending it by prepaid post to the Member's address in the register of Members or any other address the Member supplies to the Company for giving notices; or
(3) sending it by fax or other electronic means to the fax number or electronic address the Member has supplied to the Company for giving notices.

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(b) The Company may give a notice to the joint holders of a Share by giving the notice in the way authorised by rule 16.1(a) to the joint holder who is named first in the Register of Members for the Share.
(c) The Company may give a notice to a person entitled to a Share as a result of a transmission event by delivering it or sending it in the manner authorised by rule 16.1(a) addressed to the name or title of the person, to:
(1) the address, fax number or electronic address that person has supplied to the Company for giving notices to that person; or
(2) if that person has not supplied an address, fax number or electronic address, to the address, fax number or electronic address to which the notice might have been sent if that transmission event had not occurred.
(d) A notice given to a Member under rules 16.1(a) or 16.1(b) is, even if a transmission event has occurred and whether or not the Company has notice of that occurrence:
(1) duly given for any shares registered in that person's name, whether solely or jointly with another person; and
(2) sufficiently served on any person entitled to the Shares because of the transmission event.
(e) A notice given to a person who is entitled to a Share because of a transmission event is sufficiently served on the Member in whose name the share is registered.
(f) A person who, because of a transfer of Shares, becomes entitled to any Shares registered in the name of a Member, is taken to have received every notice which, before that person's name and address is entered in the Register of Members for those Shares, is given to the Member complying with this rule 16.1.
(g) A signature to any notice given by the Company to a Member under this rule may be printed or affixed by some mechanical, electronic or other means.
(h) Where a Member does not have a registered address or where the Company believes that the Member is not known at the Member's registered address, the Company may give notice to the Member by exhibiting the notice in the Company's registered office for a period of 48 hours, in which case the notice will be taken to be served at the commencement of that period.

16.2 Notices by the Company to Directors

The Company may give a notice to a Director or alternate Director by:

(a) delivering it personally to him or her;
(b) sending it by prepaid post to his or her usual residential or business address, or any other address he or she has supplied to the Company for giving notices; or
(c) sending it by fax or other electronic means to the fax number or electronic address he or she has supplied to the Company for giving notices.

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16.3 Notices by Directors to the Company

A Director or alternate Director may give a notice to the Company by:

(a) delivering it to the Company's registered office;
(b) sending it by prepaid post to the Company's registered office; or
(c) sending it by fax or other electronic means to the principal fax number or electronic address at the Company's registered office.

16.4 Time of service

(a) A notice from the Company properly addressed and posted is taken to be served at 10.00am on the business day after the date it is posted.
(b) A certificate signed by a secretary or officer of the Company to the effect that a notice was duly posted under this constitution is conclusive evidence of that fact.
(c) Where the Company sends a notice by fax, the notice is taken as served at the time the fax is sent if the correct fax number appears on the fax transmission report produced by the sender's fax machine.
(d) Where the Company sends a notice by electronic transmission, the notice is taken as served at the time the electronic transmission is sent.
(e) Where the Company gives a notice to a Member by any other means permitted by the Act relating to the giving of notices and electronic means of access to them, the notice is taken as given at 10.00am on the business day after the date on which the Member is notified that the notice is available.
(f) Where a given number of days' notice or notice extending over any other period must be given, the day of service is not to be counted in the number of days or other period.

16.5 Other communications and documents

Rules 16.1 to 16.4 (inclusive) apply, so far as they can and with any necessary changes, to serving any communication or document.

16.6 Written notices

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

17 Stapling

17.1 Stapling

Each Ordinary Share is Stapled to each Attached Security to form a Stapled Security and each Stapled Security must be registered in the Stapled Security Register. The intention being that an Ordinary Share and each Attached Security which are Stapled together are treated as one security to the extent possible at law.

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17.2 Ability of the Board to Staple

(a) In addition to any power the Board has under this constitution, the Board may, subject to the Corporations Act and, if the Ordinary Shares are Officially Quoted, the Listing Rules:
(1) cause the Stapling of any Security to the Ordinary Shares; and
(2) cause the Stapling of further Securities to the Ordinary Shares whether those Securities are a different class of Securities of a Stapled Entity from those Stapled at the time or Securities of an entity that is not a Stapled Entity,

so that in every case, there is an equal number of Attached Securities of every kind Stapled to each Ordinary Share.

(b) For the purposes of rule 17.2(a), the Board has power to do all things which they consider necessary, desirable or reasonably incidental to cause Stapling.

17.3 Issue of Stapled Securities required

While Stapling applies, the Board must not issue Ordinary Shares unless it is satisfied that each of those Ordinary Shares will be Stapled to each Attached Security to form a Stapled Security.

17.4 Paramountcy of Stapling

(a) While Stapling applies, no Director or any Member must do any act, matter or thing nor refrain from doing any act, matter or thing if to do so or refrain from doing so (as the case may be) would result directly or indirectly in any Ordinary Share no longer being Stapled as a Stapled Security.
(b) While Stapling applies, the Board must use every endeavour to procure that the Stapled Securities are listed on Exchange as one joint security and that Ordinary Shares are dealt with under this constitution in a manner consistent with the provisions of the Attached Security's constitution as regards Attached Securities Stapled with those Ordinary Shares.
(c) However, nothing in rule 17 prohibits the Board from determining the Unstapling Date.

17.5 Unstapling Date

(a) Subject to the Act, the Listing Rules and approval by special resolutions of the Members and the members of the Stapled Entities respectively, the Board may determine that the Stapling provisions of this constitution will cease to apply to all Ordinary Shares in relation to the Attached Securities in one or more Stapled Entities and that a particular date is to be the Unstapling Date.
(b) On and from the Unstapling Date, each Ordinary Share ceases to be Stapled to the Attached Securities in the Stapled Entity or Stapled Entities (as the case may be) and the Board must do all things reasonably necessary to procure that each Ordinary Share is Unstapled.
(c) If the Board determines to Unstaple the Stapled Securities, this does not prevent the Board from doing the following:

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(1) subsequently determining that the Stapling provisions should recommence; and
(2) Stapling an Unstapled Ordinary Share to Attached Securities which are not Stapled.

17.6 Variation of Stapling provisions

While Stapling applies, the consent of the other Stapled Entities must be obtained to any amendment to this constitution which does either of the following:

(a) directly affects the terms on which Ordinary Shares are Stapled; or
(b) removes any restriction on the transfer of a Stapled Security unless that restriction also exists for Unstapled Attached Securities and is simultaneously removed for Unstapled Attached Securities.

18 Capital Reallocation

(a) Subject to the Act and the Listing Rules, if at any time, a Stapled Entity makes a capital payment to the Company as a capital reallocation amount:
(1) each Member is taken to have directed the Company to accept that capital reallocation amount; and
(2) the Company must apply that amount as an additional capital payment in respect of each Ordinary Share which is Stapled to a Security of the Stapled Entity making the capital payment equally in respect of each Ordinary Share.
(b) The Company may at any time make a capital payment to a Stapled Entity as a capital reallocation amount if:
(1) the constitution of the Stapled Entity contains provisions to the effect of those in rule 18(a); and
(2) the Company is satisfied that the capital payment will be applied as an additional capital payment in respect of each Attached Security to which an Ordinary Share is Stapled equally.

19 General

19.1 Submission to jurisdiction

Each Member submits to the non-exclusive jurisdiction of the Supreme Court of the State or Territory in which the Company is taken to be registered for the purposes of the Act, the Federal Court of Australia and the courts which may hear appeals from those courts.

19.2 Prohibition and enforceability

(a) Any provision of, or the application of any provision of, this constitution which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition.

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(b) Any provision of, or the application of any provision of, this constitution which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.

20 Transitional provisions

This constitution must be interpreted in such a way that:

(a) every Director, alternate Director, chief executive officer, managing Director and secretary in office in that capacity immediately before this constitution is adopted continues in office subject to, and is taken to have been appointed or elected under, this constitution;
(b) any register maintained by the Company immediately before this constitution is adopted is taken to be a register maintained under this constitution;
(c) any seal adopted by the Company as a seal immediately before this constitution is adopted is taken to be a seal which the Company has under a relevant authority given by this constitution; and
(d) unless a contrary intention appears in this constitution, all persons, things, agreements and circumstances appointed, approved or created by or under the constitution of the Company in force before this constitution is adopted continue to have the same status, operation and effect after this constitution is adopted.

21 Partial Takeovers

(a) Unless the context otherwise indicates or requires, expressions in this rule 21 have the meaning given to them by the Act.
(b) Where offers have been made under a proportional takeover bid for securities of the Company:
(1) the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution to approve the bid (in this rule 21 referred to as "an approving resolution") is passed in accordance with the provisions of this rule 21;
(2) 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;
(3) an approving resolution must be voted on at a meeting, convened by the Company, of the persons entitled to vote on the resolution; and
(4) 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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(c) The provisions of this constitution that apply in relation to a general meeting of Members apply, with such modifications as the circumstances require, in relation to a meeting that is convened under this rule 21 as if the last-mentioned meeting were a general meeting of Members.
(d) This rule 21 ceases to have effect at the end of 3 years beginning at the time of the insertion of this rule or its last renewal in accordance with the Act.

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AI assistant

VICINITY CENTRES TRUST — Governance Information 2025

65995_rns_2025-11-05_00777fc6-1eb2-4bb0-a042-6a663bd16b90.pdf

Constitution of Vicinity Limited

Constitution

Contents

Vicinity Limited ACN 114 757 783 A public company limited by shares

Constitution

1.1 Definitions and interpretation

1.2 Application of the Act, Listing Rules and ASX Settlement Operating Rules

1.3 Exercising powers

2 Issue of Shares

2.1 Shares

2.2 Special rights

2.3 Partly paid Shares

2.4 Issue price of Shares

2.5

Preference shares

2.6 Effect of allotment on class rights

2.7 Equitable and other claims

2.8

Entitlement to certificates

2.9 Joint holders of Shares

2.10 Variation of class rights

2.11 Conversion or reclassification of Shares

3 Issue of Options

3.1 Issue of Options

3.2 Effect of Stapling

4.1 Reduction of capital

4.2

Alteration of Share capital

4.3 Effect of Stapling

5 Calls, forfeiture, indemnities, lien and surrender

5.1 Calls

5.2 Effect of Stapling

5.3 Proceedings to recover calls

5.4 Payments in advance of calls

5.5 Forfeiting partly paid Shares

5.6 Members' indemnity

5.7 Lien on Shares

5.8 Surrender of Shares

5.9 Sale, reissue or other disposal of Shares by the Company

5.10 Interest payable by Member

6 Transfer and transmission of Shares

6.1 Transferring Shares

6.2 Effect of Stapling

6.3 Power to decline to register transfers

6.4 Power to suspend registration of transfers

6.5 Procedure for sale of non-marketable parcels of Shares

6.6 Other sales of non-marketable parcels of Shares

6.7 Restricted securities

6.8 Transmission of Shares

6.9 Effect of Stapling

7 Stapled Security Register

8 General meetings

8.1 Calling general meetings

8.2 Notice of general meetings

8.3 Admission to general meetings

8.4 Quorum at general meetings

8.5 Chairperson of general meetings

8.6 Conduct at general meetings

8.7 Decisions at general meetings

8.8 Voting rights

8.9 Representation at general meetings

8.10 Effect of Stapling

8.11 Form of Direct Vote

8.12 Validity of Direct Votes

9 Directors

9.1 Appointment and retirement of Directors

9.2 Vacating office

9.3 Remuneration

9.4 Director need not be a Member

9.5 Directors may contract with the Company and hold other offices

9.6 Powers and duties of the Board

9.7 Proceedings of Directors

9.8 Calling meetings of the Board

9.9 Quorum at meetings of Board

9.10 Chairperson and deputy chairperson of the Board

9.11 Decisions of the Board

9.12 Written resolutions

VICINITY CENTRES TRUST Governance Information 2025