Wellnex Life Limited — Proxy Solicitation & Information Statement 2025

Jan 8, 2025

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Notice of Extraordinary General Meeting and Explanatory Memorandum

Wellnex Life Limited ACN 150 759 363

Date: 7 February 2025

Time: 11.00 am

Place: Suite 72, Level 3, Building 2, 574 Plummer Street, Port Melbourne VIC 3207

Important Information

QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company in relation to the business of this Meeting. Please send your questions via email to:

Company Secretary Wellnex Life Limited kobe.l@wellnexlife.com.au

Written questions must be received by no later than 5.00pm (Melbourne time) on 5 February 2025.

Your questions should relate to matters that are relevant to the business of the Meeting, as outlined in this Notice of Extraordinary General Meeting (this Notice ) and Explanatory Memorandum.

In accordance with the Corporations Act and the Company’s policy, a reasonable opportunity will also be provided to shareholders attending the Meeting to ask questions about, or make comments upon, matters in relation to the business of the Meeting.

During the course of the Meeting, the Chairman will seek to address as many shareholder questions as reasonably practicable. However, there may not be sufficient time to answer all questions at the Meeting. Please note that individual responses may not be sent to shareholders.

VOTING INFORMATION

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Meeting may appoint one proxy or, if the shareholder is entitled to cast 2 or more votes at the Meeting, 2 proxies, to attend and vote instead of the shareholder.

• (b) Where 2 proxies are appointed to attend and vote at the Meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the Meeting.

• (c)

• A proxy need not be a shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

• (e) A proxy form accompanies this Notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this Notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority by 11.00am (Melbourne time) on 5 February 2025 :

• Online : All shareholders can appoint a proxy to vote on their behalf online at www.investorvote.com.au by following the instructions set out on the website.

Shareholders who elected to receive their Notice of Extraordinary General Meeting electronically will have received an email with a link to the InvestorVote site.

For all other shareholders, you will receive a letter by mail with instructions on how to vote online.

1. By mail: If shareholders are unable to complete an online proxy appointment, a proxy form can be requested by contacting Computershare on 1300 850 505 (within Australia) or +61 3

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9415 4000 (overseas). Completed proxy forms (together with any authority under which the proxy form was signed or a certified copy of the authority) must be returned to Computershare

By post to: GPO Box 242, Melbourne, Victoria 3001; or

By facsimile : Australia – 1800 783 447, overseas - +61 3 9473 2555.

1. Custodian voting : For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Voting and other entitlements at the Meeting

A determination has been made by the Board under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on 5 February 2025 will be taken to be held by the persons who held them at that time for the purposes of the Meeting (including determining voting entitlements at the meeting).

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NOT ICE OF EXT RAORDINARY GENERAL MEE T ING

Notice is given that an Extraordinary General Meeting of Wellnex Life Limited ACN 150 759 363 (the Company ) will be held at Suite 72, Level 3, Building 2, 574 Plummer Street, Port Melbourne VIC 3207 on 7 February 2025 at 11.00am (Melbourne time) ( Meeting )

SPECIAL BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of special business at the Meeting.

Amendment of Company Constitution

Resolution 1	Amendment of Company Constitution
Description	The Company seeks Shareholder approval to amend its current Constitution to facilitate the AIM Admission.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as aspecial resolution: “THATfor the purposes of section 136(2) of the Corporations Act, and for all other purposes, the amendments to the Company’s Constitution as set out in the Explanatory Memorandum accompanying this Notice be approved and adopted with effect on and from the admission of the Company’s ordinary shares to trading on the London Stock Exchange’s Alternative Investment Market for listed securities becoming effective in accordance with the AIM Rules for Companies.”

GENERAL BUSINESS OF THE MEETING

Shareholders are invited to consider the following items of business at the Meeting.

Ratification of previous issues of securities

Resolution 2	Ratification of issue of Shares to Acorn Managed Investments Pty Ltd
Description	The Company seeks Shareholder approval under ASX Listing Rule 7.4 for the prior issue of Shares to Acorn Managed Investments Pty Ltd at a price of $1.40 per share to fund the future business plans and growth opportunities of the Company.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATfor the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 357,142 fully paid ordinary shares as set out in the Explanatory Memorandum accompanying this Notice.”

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

• (a) Acorn Managed Investments Pty Ltd; and

• (b) any associates of the persons named in sub-paragraph (a).

However, this does not apply to a vote cast in favour of the resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 3	Ratification of issue of Shares to Sophisticated Investors of Barclay Pearce Capital
Description	The Company seeks Shareholder approval under ASX Listing Rule 7.4 for the prior issue of 321,429 Shares to sophisticated and professional investors introduced to the Company by Barclay Pearce Capital to fund the future business plans and growth opportunities of the Company.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATfor the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of the_321,429_fully paid ordinary shares as set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast in favour of this resolution by or on behalf of: (a) sophisticated and professional investors introduced to the Company by Barclay Pearce Capital; and (b) any associates of the persons named in sub-paragraphs (a) and (b). However, this does not apply to a vote cast in favour of the resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary isnot excludedfrom voting, andisnot anassociate ofa personexcluded

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from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Approval of issue of Shares to Reach

Resolution 4	Approval of issue of Shares to Reach Wholesale Nominees Pty Ltd
Description	The Company seeks Shareholder approval under ASX Listing Rule 7.1 to issue 1,000,000 Shares to Reach Wholesale Nominees Pty Ltd ACN 644 053 798 (formerly known as Wholesale Holdings Pty Ltd) as trustee of the Wholesale Holdings WNX 2022 Trust (Reach 2022 Trust) and Reach Wholesale Nominees Pty Ltd ACN 644 053 798 (formerly known as Wholesale Holdings Pty Ltd) as trustee for the Wholesale Holdings WNX 2023 Trust (Reach 2023 Trust).
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATpursuant to and in accordance with ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of: (i) 817,125 fully paid ordinary shares to Reach 2022 Trust; and (ii) 182,875 fully paid ordinary shares to Reach 2023 Trust, as set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast in favour of this resolution by or on behalf of: (a) Reach Wholesale Nominees Pty Ltd and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); and (b) any associates of the persons named in sub-paragraph (a). However, this does not apply to a vote cast in favour of the resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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Approval of issue of Shares to advisors post AIM Admission

Resolution 5	Approval of issue of Shares to advisors post AIM Admission
Description	The Company seeks Shareholder approval under ASX Listing Rule 7.1 to issue up to 3.5 million Shares to Barclay Pearce Capital Investments Pty Ltd and Orana Corporate LLP in consideration for services provided in connection with the AIM Admission.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATpursuant to and in accordance with ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 3,500,000 fully paid ordinary shares to Barclay Pearce Capital Investments Pty Ltd and Orana Corporate LLP, as set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast in favour of this resolution by or on behalf of: (a) Barclay Pearce Capital Investments Pty Ltd and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); (b) Orana Corporate LLP and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); and (c) any associates of the persons named in sub-paragraphs (a) and (b). However, this does not apply to a vote cast in favour of the resolution by: (d) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (e) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Approval of issue of Attaching Options to Pearl

Resolution 6	Approval of issue of Attaching Options to Pearl Funds Management Pty Ltd
Description	The Company seeks Shareholder approval under ASX Listing Rule 7.1 for the prior issue of 685,705 Attaching Options to Pearl Funds Management Pty Ltd.

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Resolution (Ordinary)

To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATfor the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of the_685,705_options exercisable over fully paid ordinary shares, as set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of: (a) Pearl Funds Management Pty Ltd; and (b) any associates of the persons named in sub-paragraph (a). However, this does not apply to a vote cast in favour of the resolution by: (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Approval of issue of Shares to Homart

Resolution 7	Approval of issue of Shares to Homart Group Pty Ltd.
Description	The Company seeks Shareholder approval under ASX Listing Rules 7.1 and 10.11 to issue 871,429 Shares to Homart Group Pty Ltd., an entity associated with a director of the Company, Mr Jeffrey Yeh.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATfor the purposes of ASX Listing Rules 7.1 and 10.11 and for all other purposes, Shareholders approve the issue of 871,429 fully paid ordinary shares to Homart Group Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

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

• (a) Homart and any other person who will obtain a material benefit as a result of the issue of securities (except a benefit solely by reason of being a holder of ordinary securities in the entity); and

• (b) any associates of the persons named in sub-paragraph (a).

However, this does not apply to a vote cast in favour of the resolution by:

• (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated: 9 January 2024

By order of the Board of Wellnex Life Limited

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Kobe Li Company Secretary

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TO NOTICE OF EXTRAORDINARY GENERAL MEETING

EXPLANATORY MEMORANDUM

Amendment of Company Constitution

Resolution 1 Amendment of Company Constitution

Resolution 1 Amendment of Company Constitution

Explanation

In accordance with section 136(2) of the Corporations Act, the Company may modify its Constitution by special resolution of its Shareholders. Resolution 1 is a special resolution which will allow the Company to amend its existing Constitution. The Company proposes to amend its existing Constitution, as outlined below, so that it contains provisions which are suitable for a company whose shares are admitted to trading on AIM. The newly introduced provisions which are relevant to the AIM Admission will only apply for so long as the Company’s shares are admitted to the AIM market operated by London Stock Exchange plc. The resolution the subject of Resolution 1 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote (in person or by proxy) at the Meeting must be in favour for this special resolution to be passed. If Shareholders vote in favour of this special resolution, the Constitution will be amended, with the newly introduced provisions operating for so long as the Company’s shares are admitted to the AIM market operated by London Stock Exchange plc. If Shareholders vote against this special resolution, the Company’s Constitution will remain the same. If the Company’s Constitution remains the same, the Constitution will not be suitable for the AIM Admission and the Company will be forced to abandon the AIM Admission until such time as the proposed changes are approved.

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Background

In order to facilitate the Company’s AIM Admission and to enable the Company to meet the suitability requirements for a Company seeking to join AIM, the Company proposes to make amendments to the Constitution as follows: • remove clause 1.8 of the Constitution and replace with: “At all times when the Company’s Shares are admitted to trading on the AIM market operated by London Stock Exchange plc (AIM), then for the purposes of this Constitution (other than the definition of “Restricted Securities” in clause 1.1, and clauses 1.2(n), 1.6, 10 and 27) the definition “Listing Rules” shall be deemed to also refer to the AIM Rules for Companies issued by the London Stock Exchange plc governing admission to and the operation of AIM, as amended or re-issued from time to time and any other rules and procedures of AIM or the London Stock Exchange plc that apply to the Company while its Shares are admitted to trading on AIM, each as amended or replaced from time to time, except to the extent of any express written waiver by London Stock Exchange plc, and for these purposes clauses 1.7(a) to 1.7(f) shall apply to the Company mutatis mutandis.” to include specific references to the AIM market, AIM Rules for Companies and trading on AIM; • remove clause 14.4 of the Constitution and replace with: “Notwithstanding any other provision of this Constitution, neither the Company, nor any of its subsidiaries, shall carry out any business involving, nor shall they make any investment in or have any involvement with any company or business that carries out any business or has any investment in or involvement with: (a) any form of recreational cannabis; or (b) any other form of cannabis, other than in accordance with all applicable laws and regulations and following the grant to the Company (or, as applicable, its relevant subsidiary or the company or business in which the Company or any of its subsidiaries has made an investment) of all necessary and valid licences, approvals, authorisations permits and/or registrations.” to explicitly restrict involvement with any form of recreational cannabis or any other form of cannabis; and • insert clause 28: “At all times when the Company's Shares are admitted to trading on AIM, the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules Sourcebook Chapter DTR 5, as amended or replaced from time to time, ("DTR 5"), governing the disclosure of interests in shares in the United Kingdom to, and the announcement of such information by, issuers who have their registered office in the United Kingdom, shall be deemed to be incorporated into this Constitution and shall bind the Company and the Members as if the Company were an “issuer” (and not a “non-UK issuer”) as such terms are defined in DTR 5, and accordingly each Member must notify the Company of the percentage of its voting rights he holds as shareholder (as such term is defined in DTR 5) or holds or is deemed to hold through his direct or indirect holding of financial instruments falling within DTR 5 (or a combination of such holdings) where such percentage reaches, exceeds or falls below a threshold specified in DTR 5 in accordance with the requirements of DTR 5 and so as to enable the Company to announce such information without delay in compliance with its obligations under the AIM Rules for Companies.” to bind the Company and the members to DTR 5 such that the Company announces if the members’ direct or indirect holding of financial instruments reaches, exceeds or falls below the threshold specified in DTR 5, being 3%,

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	and every single percentage point above 3%. The Company seeks Shareholder approval to amend its existing Constitution to incorporate the above changes.
Board Recommendation	The Directors recommend that Shareholders vote in favour of Resolution 1.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 1.

Ratification of previous issue of securities

Resolutions 2 and 3 Ratification of previous issue of securities

Resolutions 2 and 3 Ratification of previous issue of securities

Explanation

The Company seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the previous issues of Equity Securities made by the Company since the last annual general meeting on 29 November 2024 using the Company’s placement capacity. Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. In the Company’s circumstances, the Shareholders gave their approval at the Company’s annual general meeting on 29 November 2024 to allow the Company to issue an additional 10% of the fully paid ordinary securities it had on issue at the start of that period. The issues of Equity Securities which are the subject of Resolutions 2 and 3 do not fit within any of these exceptions and, as have not yet been approved by the Company’s Shareholders, take up part of the 15% Placement Capacity, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12-month period following the relevant issue dates. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolutions 2 and 3 seek Shareholder approval to the relevant issues of Equity Securities by the Company under and for the purposes of Listing Rule 7.4. If Resolutions 2 and 3 are passed, the issue of Equity Securities which are the subject of these resolutions will be excluded in calculating the Company’s 15% Placement Capacity and additional 10% Placement Capacity in Listing Rule 7.1 and 7.1A, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the relevant issue dates. If any or all of Resolutions 2 and 3 are not passed, the relevant issue of Equity Securities will be included in calculating the Company’s 15% Placement Capacity and 10% Placement Capacity in Listing Rule 7.1 and 7.1A, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12-month period following the relevant issue dates.

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Resolution 2 Ratification of issue of Shares Acorn Investments Pty Ltd	Resolution 2 Ratification of issue of Shares Acorn Investments Pty Ltd
Background for Resolution 2	On 19 November 2024, the Company announced that it had finalised a placement of $500,000 with a strategic investor at a 133% premium to the current share price at $1.40 per share to raise additional working capital. The Company noted that the placement at a substantial premium validates the future business plans and growth opportunities of the Company with a strong pipeline of growth levels for the remainder of FY25 and beyond. Under this placement, 357,142 Shares were issued to Acorn Investments Pty Ltd. Accordingly, under Listing Rule 7.4, the Company seeks approval from Shareholders to ratify the Shares issued to the strategic investor which were issued using the Company’s 15% Placement Capacity, so that the Shares will be treated as having been issued with Shareholder approval and no longer take up the Company’s 15% Placement Capacity.
Specific information for Resolution 2	In accordance with Listing Rule 7.5, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4, the following information is provided to Shareholders: Names of recipients Acorn Investments Pty Ltd Number and class of securities issued / agreed to be issued 357,142 Shares Date on which the securities were or will be issued 19 November 2024 Issue price A$1.40 per Share Consideration received for the issue A$500,000 The purpose of the issue and the intended use of funds Working capital to fund the Company’s on going business Voting exclusion statement A voting exclusion statement applies to this item of business, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 2.

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Resolution 3 Ratification of issue of Shares to sophisticated and professional investors of Barclay Pearce Capital)	Resolution 3 Ratification of issue of Shares to sophisticated and professional investors of Barclay Pearce Capital)
Background for Resolution 3	On 23 December 2024, the Company completed a placement of $450,000 at a share price of $1.40 per share to raise additional working capital. The Company noted that the placement at a substantial premium validates the future business plans and growth opportunities of the Company with a strong pipeline of growth levels for the remainder of FY25 and beyond. Under this placement, 321,429 Shares were issued to sophisticated and professional investors introduced to the Company by Barclay Pearce Capital. Accordingly, under Listing Rule 7.4, the Company seeks approval from Shareholders to ratify the Shares issued to sophisticated and professional investors introduced to the Company by Barclay Pearce Capital which were issued using the Company’s 15% Placement Capacity, so that the Shares will be treated as having been issued with Shareholder approval and no longer take up the Company’s 15% Placement Capacity.
Specific information for Resolution 3	In accordance with Listing Rule 7.5, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.4, the following information is provided to Shareholders: Names of recipients Sophisticated and Professional Investors introduced by Barclay Pearce Capital Number and class of securities issued / agreed to be issued 321,429 Shares Date on which the securities were or will be issued 23 December 2024 Issue price A$1.40 per Share Consideration received for the issue $450,000 The purpose of the issue and the intended use of funds Working Capital to fund the Company’s ongoing business Voting exclusion statement A voting exclusion statement applies to this item of business, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 3.

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Pre-approval of the issue of new Equity Securities

Resolutions 4, 5 and 6	Resolutions 4, 5 and 6
Explanation	ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue Equity Securities during any 12 month period in excess of 15% of the number of ordinary shares on issue at the commencement of that 12 month period, without shareholder approval. In the Company’s circumstances, it also has access to the additional 10% Placement Capacity.
Resolution 4 Approval of the issue of Shares to Reach
Background	In consideration of the Company entering into the Third Deed of Variation to the Convertible Note Deed dated 10 May 2022, as amended from time to time, with Reach 2022 Trust, the Company has agreed to issue 817,125 Shares to Reach 2022 Trust. In consideration of the Company entering into the First Deed of Variation to the Convertible Note Deed dated 26 February 2024 with Reach 2023 Trust, the Company has agreed to issue 182,875 Shares to Reach 2023 Trust. Resolution 4 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of fully paid ordinary shares to the convertible noteholders, without using the Company’s 15% Placement Capacity under ASX Listing Rule 7.1 or the additional 10% Placement Capacity under ASX Listing Rule 7.1A, as follows: (i) 817,125 fully paid ordinary shares to Reach 2022 Trust; and (ii) 182,875 fully paid ordinary shares to Reach 2023 Trust. If Resolution 4 is passed, the Company will be able to proceed with the Share issue. In addition, this Share issue will be excluded from the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 4 is not passed, the Company will have to use any of its remaining capacity under Listing Rule 7.1 (if any) to issue some or all of those Shares, or otherwise not be able to proceed with the Share issue and may consequently breach the terms of the Variations to the Convertible Note Deeds.
Specific Information for Resolution 4	In accordance with Listing Rule 7.3, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1, the following information is provided to Shareholders: Name of recipients: Number and class of securities issued/agreed to be issued Date on which the securities were or will be issued • Reach 2022 Trust • Reach 2023 Trust 1,000,000 Shares Promptly after Shareholder approval, but in any event, no later than 3 months after Shareholder approval has been given Issue price $0.80

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	Consideration received for the issue The Shares are being issued in consideration for the restructure of Convertible Note Deeds, and capitalisation of the interest payable by the Company. The Company will not receive any cash in consideration for the issue of these Shares The purpose of the issue and the intended use of funds Shares are issued in consideration of the Company entering into the Third Deed of Variation to the Convertible Note Deed dated 10 May 2022, as amended from time to time, and the First Deed of Variation to the Convertible Note Deed dated 26 February 2024 Voting exclusion statement A voting exclusion statement applies to this item of business, as set out in the Notice.
Board Recommendation	The Directors recommend that Shareholders vote in favour of Resolution 4.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 4.

Resolution 5 Approval of the issue of Shares to Advisors post AIM Admission	Resolution 5 Approval of the issue of Shares to Advisors post AIM Admission
Background	Resolution 5 seeks Shareholder approval under ASX Listing Rule 7.1 for the issue of up to 3.5 million fully paid Shares to the Advisors, without using the Company’s 15% Placement Capacity under ASX Listing Rule 7.1 or the additional 10% Placement Capacity under ASX Listing Rule 7.1A. The Shares are being issued to the Advisors as part-payment of advisory fees payable for services provided in connection with the AIM Admission. The issue price for the Shares is currently unknown. These Shares will be issued at the same issue price per Shares at which the Company raises capital in connection with the AIM Admission. If Resolution 5 is passed, the Company will be able to proceed with the Share issue. In addition, this Share issue will be excluded from the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 5 is not passed, the Company will have to use any of its remaining capacity under Listing Rule 7.1 (if any) to issue some or all of those Shares, or otherwise use its cash reserves to pay any outstanding advisory fees.
Specific Information for Resolution 5	In accordance with Listing Rule 7.3, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1, the following information is provided to Shareholders: Name of recipients Number and class of securities issued/agreed to be issued • Barclay Pearce Capital Investments Pty Ltd • Orana Corporate LLP Up to 3,500,000 Shares

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	Date on which the securities were or will be issued Promptly after the AIM Admission, but in any event, no later than 3 months after Shareholder approval has been given Issue price The same issue price per Shares at which the Company raises capital in connection with the AIM Admission Consideration received for the issue The provision of corporate advisory services in connection with the AIM Admission. The Company will not receive any cash in consideration for the issue of these Shares The purpose of the issue and the intended use of funds Payment of corporate advisory fees for services provided in connection with the AIM Admission Voting exclusion statement A voting exclusion statement applies to this item of business, as set out in the Notice.
Board Recommendation	The Directors recommend that Shareholders vote in favour of Resolution 5.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 5.

Resolution6 _Approval of the_issue of Attaching Options to Pearl

Resolution6 _Approval of the_issue of Attaching Options to Pearl

Background

On 18 December 2023 announced that it had entered into a binding commitment with Pearl to raise approximately $3.5 million under the Placement, with $1.5 million to be placed on 15 December 2023, and a further $2 million to be placed in February 2024 (which was the intention at the time). On 1 March 2024, the Company announced that it has entered into a binding commitment with Pearl to increase the second tranche of its investment from $2 million to $3 million. The second tranche of the Placement was issued to Pearl in March (63,571,428 Shares issued on 14 March 2024) and May (39,284,285 Shares issued on 1 May 2024). The Company proposes to issue 685,705 Attaching Options to Pearl following Shareholder approval. Due to the 50:1 share consolidation undertaken by the Company in October 2024, the number of options has been divided by 50 and the exercise price has been multiplied by 50. If Resolution 6 is passed, the Company will be able to proceed with the Share issue. In addition, this Share issue will be excluded from the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1. If Resolution 6 is not passed, the Company will not be able to proceed with the Share issue. The Company will have to use any of its remaining capacity under Listing Rule 7.1 to issue some or all of those Shares, or otherwise use its cash reserves to pay any outstanding advisory fees.

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Specific Information for Resolution 6

In accordance with Listing Rule 7.3, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rule 7.1, the following information is provided to Shareholders: Names of recipients Pearl Funds Management Pty Ltd Number and class of securities issued / agreed to be issued 685,705 Attaching Options Material terms of Attaching Options The Attaching Options: • have an exercise price of A$2.50; • have an expiry date of 30 June 2025; • vest immediately upon their issue; • are each exercisable into 1 Share, which will rank pari passu with the then issued Shares in the Company; • contain no rights to participate in voting or dividends; and • are transferrable subject to any restrictions at law. Shares issued on exercise of the Attaching Options may be issued by the Company without seeking further approval of Shareholders, subject to any restrictions at law. Date on which the securities were or will be issued Promptly after Shareholder approval, but in any event, no later than 3 months after Shareholder approval has been given. Issue price Nil Consideration received for the issue Nil. The Attaching Options were issued together with the Shares issued to Pearl. The Company is not receiving any funds under the Option Issue. The purpose of the issue and the intended use of funds The purpose of the Option Issue is to satisfy the Company’s obligations under the Placement to issue 1 Attaching Option for every 3 Shares subscribed for under the Placement. Due to the 50:1 share consolidation undertaken by the Company, the number of options has been divided by 50 and the exercise price has been multiplied by 50. Voting exclusion statement A voting exclusion statement applies to this item of business, as set out in the Notice.

Board Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 6.

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Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of available proxies Resolution 6.

Approval of issue of Shares to Related Parties (Homart)

Resolution 7 Approval of the issue of Shares to Homart

Explanation Listing Rule 10.11

Listing Rule 10.11 states that, unless an exception in Listing Rule 10.12 applies, an entity must not issue or agree to issue Equity Securities to any of the following persons without the approval of holders of its ordinary securities:

• (i) A related party

• (ii) A person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30+%) holder in the entity.

• (iii) A person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the entity and who has a director to the board of the entity

• (iv) An associate of a person referred to in rules 10.11.1 to 10.11.3

• (v) A person whose relationship with the entity or a person referred to in rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by security holders

• For the purposes of Listing Rule 10.11.1, a “related party” of an entity includes, among other things:

• (a) directors of the entity, and their spouses, parents, and children;

• (b) an entity controlled by anyone referred to in paragraph (a) above;

• (c) anyone who has fallen within paragraphs (a) – (b) above within the past 6 months; and

• (d) anyone who believes or has reasonable grounds to believe that they are likely to fall within (a) – (b) above at any time in the future.

Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue Equity Securities during any 12 month period in excess of 15% of the number of ordinary shares on issue at the commencement of that 12 month period, without shareholder approval. In the Company’s circumstances, it also has access to the additional 10% Placement Capacity.

Chapter 2E

Under the Corporations Act, for a public company to give a financial benefit to a related party of the public company, the public company must obtain the approval of the public company’s members and give the benefit within 15 months after the approval, unless one of the exceptions set out in sections 210 to 216 of the Corporations Act apply.

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Resolution 7 Approval of the issue of Shares to Homart	Resolution 7 Approval of the issue of Shares to Homart
Background	Resolution 7 seeks Shareholder approval under ASX Listing Rules 7.1 and 10.11 for the issue of 871,429 Shares to Homart, an entity associated with the Company’s director Mr Jeffery Yeh. Approval under chapter 2E of the Corporations Act is not required as the Board has formed the view that the issue of the Shares to Homart is on arm’s length terms. The Company had previously approved the issue of 200,000 Shares to Homart at the Annual General Meeting of the Company on 29 November 2024 as compensation for the variation of the supply agreement. This issue of 871,429 Shares to Homart under Resolution 7 is also compensation for the variation of the supply agreement with Homart, whereby the Company and Homart have agreed that Homart will buy back the ingredients from the Company to free up the working capital needs of the Company.
Specific Information for Resolution 8	In accordance with ASX Listing Rules 7.3 and 10.13, which contains requirements as to the contents of a notice sent to Shareholders for the purposes of Listing Rules 7.1 and 10.11, the following information is provided to Shareholders: Recipients of issue Homart, an entity associated with the Company’s director Mr Jeffrey Yeh. Category in rules 10.11.1-10.11.5 Homart is a related party under ASX Listing Rule 10.11.1. Number and Class of Securities Up to 871,429 fully paid Shares. Dates by which securities will be issued Promptly after Shareholder approval, but in any event, no later than 1 month after Shareholder approval has been given Price or other consideration received for the issue The shares will be issued for no cash consideration and at a deemed issue price of $0.80 per Share. Purpose of issue and use of funds raised No funds will be raised. Shares are issued to provide compensation for the buy back of ingredients. Voting exclusion statement A voting exclusion statement applies to this item of business, as set out in the Notice.

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What will happen if shareholders give, or do not give, approval?	If shareholder approval is obtained If Resolution 7 is approved by Shareholders, any Shares issued under this resolution will be excluded from the Company’s calculations of its 15% Placement Capacity under ASX Listing Rule 7.1 effectively increasing the number of Equity Securities it can issue without shareholder approval over the 12 month period following the relevant issue date. If shareholder approval is not obtained If Resolution 7 is not approved by Shareholders, the Company will not issue the shares to Homart and will have to explore alternative ways of making payment to Homart, including using its cash reserves.
Board Recommendation	The Directors (other than Mr Jeffrey Yeh) unanimously recommend that Shareholders vote in favour of Resolution 7.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 7.

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DEFINITIONS

10% Placement Capacity	Means the Company’s capacity to issue shares under ASX Listing Rule 7.1A.
15% Placement Capacity	Means the Company’s capacity to issue shares under ASX Listing Rule 7.1.
Advisors	Means Barclay Pearce Capital and Orana Corporate LLP (incorporated in England and Wales with company number OC382064).
AIM	Means the market of that name operated by the London Stock Exchange.
AIM Admission	Means the admission of the Company’s issued and to be issued Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules for Companies.
AIM Rules for Companies	the AIM Rules for Companies issued by the London Stock Exchange governing admission to and the operation of AIM, as amended or re-issued from time to time.
Attaching Option	Means an option over Shares with an exercise price of A$2.50 and an expiry date of 30 June 2025.
Barclay Pearce Capital	Means Barclay Pearce Capital Investments Pty Ltd ACN 667 428 480.
Board	Means the board of directors of the Company.
CompanyorWellnex	Means Wellnex Life Limited ACN 150 759 363.
Constitution	Means the constitution of the Company as published on its website.
Corporations Act	Means_Corporations Act 2001_(Cth).
Depository	Means Computershare Investor Services plc.
Depository Interests	Means the depositary interests representing Shares which may be traded through CREST in uncertificated form.
Director	Means a director of the board of Wellnex.
DTR 5	The United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules Sourcebook Chapter DTR 5, as amended or replaced from time to time.
Equity Security	Means: a) a share; b) a right to a share or option; c) an option over an issued or unissued security; d) a convertible security; e) any security that ASX decides to classify as an equity security.

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Homart	Means Homart Group Pty Ltd.
London Stock Exchange	Means the London Stock Exchange plc.
Meeting	Means the extraordinary general meeting convened by the Company the subject of this notice.
Pearl	Means Pearl Funds Management Pty Ltd.
Reach	Means Reach Wholesale Nominees Pty Ltd ACN 644 053 798.
Share	Means a fully paid ordinary share in the capital of the Company.
Shareholder	Means any person who may hold Shares in the Company at the time of this Meeting.

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Annexure A - Constitution

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==> picture [177 x 46] intentionally omitted <==

Constitution of Wellnex Life Limited ACN 150 759 363

K&L Gates Melbourne office Ref: LUMM.GAFFNEA

Table of Contents

1.	Definitions and interpretation	1
1.1	Definitions	1
1.2	Interpretation	2
1.3	Replaceable rules	3
1.4	Compliance with the Act	3
1.5	Transitional	4
1.6	Listing Rules and ASX Settlement Operating Rules only apply if Company
	is listed	4
1.7	Constitution subject to Listing Rules if the Company is listed	4
1.8	Constitution subject to the LSE rules for companies if the Company is LSE
	listed.	4
2.	Capital	5
2.1	Power of Directors to issue Shares and other securities	5
2.2	Preference shares	5
2.3	Classes of Shares	6
2.4	Brokerage	7
2.5	Non-recognition of equitable or other interests	7
3.	Alteration of capital	7
3.1	Power to alter capital	7
3.2	Power to buy back Shares	8
4.	Certificates	8
4.1	Uncertificated holdings	8
4.2	Certificates	8
5.	Transfer of Shares	8
5.1	Transfer of Shares	8
5.2	Registration of written transfers	8
5.3	Refusing a transfer	9
5.4	Notice of non-registration	9
5.5	Suspension of transfers	9
6.	Transmission of Shares	10
6.1	Transmission of Shares on death	10
6.2	Transmission of Shares by operation of Law	10
6.3	Dividends and other rights	10
7.	Calls on Shares	11
7.1	Calls	11
7.2	Liability of joint holders for calls	11
7.3	Interest on unpaid amounts	11
7.4	Fixed sums taken to be called	11
7.5	Prepayments of calls	12
8.	Lien on Shares	12
8.1	Company has lien	12
8.2	Exercise of lien	13
8.3	Completion of sale	13

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8.4	Application of proceeds of sale	13
9.	Forfeiture and surrender of Shares	13
9.1	Liability to forfeiture	13
9.2	Surrender of Shares	14
9.3	Power to forfeit	14
9.4	Notice of forfeiture	14
9.5	Powers of Directors	14
9.6	Consequences of forfeiture	15
9.7	Evidentiary matters	15
9.8	Transfers after forfeiture and sale	15
9.9	Fixed amounts taken to be calls	16
10.	Sale of small holdings of Shares	16
10.1	Definitions	16
10.2	Disposal Notice	16
10.3	Limits on Company's power to sell	17
10.4	Sale of Shares	17
10.5	Proceeds of sale	17
10.6	Effect of sale	18
10.7	Further action	18
10.8	Registration of transfer	18
10.9	Costs of sale	18
10.10	Where Shares of 2 or more Members sold	18
10.11	Rights of purchaser	18
10.12	Limit on Member's remedies	18
11.	Proportional takeover approval provisions	19
11.1	Interpretation	19
11.2	Transfers prohibited without approval	19
11.3	Meetings	19
11.4	Deemed approval	20
11.5	Proportional Bid rejected	20
11.6	Duration of clause	20
12.	General meetings	20
12.1	Power of Directors to convene	20
12.2	Notice of general meetings	21
12.3	Annual general meetings	22
12.4	Quorum	22
12.5	If a quorum not present	22
12.6	Chairing meetings	22
12.7	Adjournments	23
12.8	Voting at general meetings	23
12.9	Procedure for polls	23
12.10	Chairman's casting vote	24
12.11	Representation and voting of Members	24
12.12	Joint holders	24
12.13	Members of unsound mind and minors	24
12.14	Restriction on voting rights - unpaid amounts	25
12.15	Objections to qualification to vote	25
12.16	Direct voting	25

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12.17	Number of proxies	25
12.18	Form of proxy	26
12.19	Where proxy is incomplete	26
12.20	Lodgement of proxies	26
12.21	Validity of proxies	27
12.22	Right of officers and advisers to attend general meeting	28
12.23	Use of technology	28
12.24	Minutes	28
13.	Appointment, removal and remuneration of Directors	28
13.1	Appointment and removal	28
13.2	No Share qualification	29
13.3	Retirement at each annual general meeting	29
13.4	Remuneration	30
13.5	Vacation of office	30
13.6	Retiring allowance for Directors	31
14.	Powers and duties of Directors	32
14.1	Powers of Directors	32
14.2	Appointment of attorneys and representatives	32
14.3	Negotiable instruments and electronic payments	32
14.4	Restrictions on the Company’s business	33
15.	Proceedings of Directors	33
15.1	Proceedings	33
15.2	Meetings by telecommunications	33
15.3	Quorum at meetings	33
15.4	Chairman of Directors	33
15.5	Proceedings at meetings	34
15.6	Disclosure of interests	34
15.7	Alternate Directors and attendance by proxy	35
15.8	Vacancies	36
15.9	Committees	36
15.10	Written resolutions	36
15.11	Minutes	37
15.12	Defects in appointments	37
16.	Managing Director	37
16.1	Power to appoint Managing Director	37
16.2	Delegation of powers to Managing Director	37
17.	Secretaries and other officers	38
17.1	Secretaries	38
17.2	Other officers	38
18.	Execution of documents	38
19.	Inspection of records	38
19.1	Inspection of records	38
20.	Dividends, reserves and distributions	39
20.1	Power to pay Dividends	39
20.2	Crediting of Dividends	39

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20.3	Reserves	39
20.4	Deduction of unpaid amounts	40
20.5	Distribution in kind	40
20.6	Payment of distributions	40
21.	Capitalisation of profits	41
21.1	Capitalisation	41
21.2	Manner in which sums applied	41
21.3	Participation by holders of partly paid shares	41
21.4	Powers of Directors	41
22.	Dividend reinvestment and Share plans	42
22.1	Directors may establish plans for Members	42
22.2	Implementing plans	42
22.3	Where not all Members or holders participate	42
22.4	Information and advice to Members	42
22.5	Limit on Directors' obligations	43
22.6	Share incentive plans	43
22.7	Duties and powers of Directors	43
23.	Notices	43
23.1	How notice to be given	43
23.2	When notice is given	44
23.3	Notice of general meeting	44
23.4	No notice if no valid address	45
24.	Joint holders	45
24.1	Notice to be given by joint holders	45
24.2	Effect of giving notice	45
24.3	Failure to give notice	45
24.4	Receipts	45
25.	Winding up	45
25.1	Where assets insufficient to repay paid up capital	45
25.2	Where assets sufficient to repay paid up capital	46
25.3	Powers of liquidator	46
25.4	Vesting of property in trustees	46
26.	Indemnity and insurance	46
26.1	Definition	46
26.2	Company must indemnify Officers	46
26.3	Documentary indemnity and insurance policy	46
27.	Restricted Securities	47
27.1	Definitions	47
27.2	Compliance with Listing Rules	47
27.3	Disposals during escrow period	47
27.4	Holding Lock	47
27.5	Consequences in the event of breach	47
28.	Disclosure of interests in Shares	47

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Wellnex Life Limited ACN 150 759 363

A Company Limited by Shares

Constitution

1. Definitions and interpretation

1.1 Definitions

The following definitions apply in this Constitution unless the context requires otherwise:

Act means the Corporations Act 2001 (Cth) and any regulations made under that statute;

AIM means the market of that name operated by the London Stock Exchange plc;

AIM Rules for Companies means the AIM Rules for Companies issued by the London Stock Exchange plc governing admission to and the operation of AIM, as amended or reissued from time to time;

ASX means ASX Limited ACN 008 624 691;

ASX Settlement means ASX Settlement Pty Ltd ACN 008 504 532;

ASX Settlement Operating Rules means the operating rules of ASX Settlement from time to time;

Board means the Board of Directors of the Company from time to time;

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Victoria;

Chairman means the Chairman of Directors appointed under clause 15.4;

CHESS has the meaning given to that term in the ASX Settlement Operating Rules;

Company means Wellnex Life Limited ACN 150 759 363;

Constitution means this constitution as altered or added to from time to time;

CS Facility has the meaning given to the term "prescribed CS facility" in section 761A of the Act;

Director means a person appointed or elected to the office of director of the Company under this Constitution and includes any alternate director duly acting as a director;

Dividend includes an interim dividend;

Government Agency means any government or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority and includes any self-regulatory organisation established under statute;

Law means:

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• (a) principles of law or equity established by decisions of courts;

• (b) statutes, regulations or by-laws of the Commonwealth, a State, a Territory or a Government Agency; and

• (c) requirements and approvals (including conditions) of the Commonwealth, a State, a Territory or a Government Agency that have the force of law;

Listing Rules means, subject to clause 1.8, the Listing Rules of ASX and any other rules and procedures of ASX that apply to the Company while it is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;

Managing Director means a managing director appointed under clause 16;

Marketable Parcel has the meaning given in clause 10.1;

Member means a person who is entered in the Register as the holder of Shares in the capital of the Company;

Member Present means, in connection with a meeting, the Member being present in person or by proxy, by attorney and, where the Member is a body corporate, by representative, and includes being present at a different venue from the venue at which other Members are participating in the same meeting, providing the pre-requisites for a valid meeting at different venues are observed;

Official List means the official list of entities that ASX has admitted and not removed;

Person and words importing persons include partnerships, associations and bodies corporate, unincorporated bodies and all other entities or associations recognised by Law as well as individuals;

Prescribed Rate means the rate that is 2% per annum above the rate specified from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) ;

Register means the registers and subregisters (if any) of Members to be kept under the Act and the Listing Rules;

Registered Office means the registered office of the Company;

Restricted Securities has the same meaning given to it in the Listing Rules;

Secretary means a person appointed to the office of secretary of the Company from time to time; and

Share means a share in the capital of the Company.

1.2 Interpretation

In this Constitution, unless the context requires otherwise:

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

• (b) a gender includes the other genders;

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• (c) the headings are used for convenience only and do not affect the interpretation of this Constitution;

• (d) other grammatical forms of defined words or expressions have corresponding meanings;

• (e) a reference to a document includes the document as modified from time to time and any document replacing it;

• (f) if something is to be or may be done on a day which is not a Business Day then it must be done on the next Business Day;

• (g) the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not;

• (h) the word "month" means calendar month and the word "year" means 12 months;

• (i) the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;

• (j) a reference to a thing includes a part of that thing;

• (k) a reference to all or any part of a statute, rule, regulation or ordinance ( statute ) includes that statute as amended, consolidated, re-enacted or replaced from time to time;

• (l) wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";

• (m) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed ( defunct body ), means the agency or body that performs most closely the functions of the defunct body;

• (n) any expression in this Constitution that is defined in the Listing Rules has the same meaning as in the Listing Rules; and

• (o) any expression in a provision of this Constitution that relates to a particular provision of the Act has the same meaning as in that provision of the Act.

1.3 Replaceable rules

The replaceable rules contained in the Act are displaced under section 135(2) of the Act and do not apply to the Company.

1.4

Compliance with the Act

This Constitution is subject to the Act and where there is any inconsistency between a clause of this Constitution and the Act which is not permissible under the Act, the Act prevails to the extent of the inconsistency.

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1.5 Transitional

Everything done under this Constitution of the Company continues to have the same operation and effect after the adoption of any successor Constitution as if properly done under that Constitution.

1.6 Listing Rules and ASX Settlement Operating Rules only apply if Company is listed

In this Constitution, a reference to the Listing Rules or ASX Settlement Operating Rules:

• (a) only has effect if at the relevant time the Company is admitted to the Official List and is otherwise to be disregarded; and

• (b) is to be read taking into account any waivers or exemptions applicable to the Company.

1.7 Constitution subject to Listing Rules if the Company is listed

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

• (a) despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done;

• (b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;

• (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

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

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

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

1.8 Constitution subject to the LSE rules for companies if the Company is LSE listed.

At all times when the Company’s Shares are admitted to trading on the AIM market operated by London Stock Exchange plc ( AIM ), then for the purposes of this Constitution (other than the definition of “Restricted Securities” in clause 1.1, and clauses 1.2(n), 1.6, 10 and 27) the definition “ Listing Rules ” shall be deemed to also refer to the AIM Rules for Companies issued by the London Stock Exchange plc governing admission to and the operation of AIM, as amended or re-issued from time to time and any other rules and procedures of AIM or the London Stock Exchange plc that apply to the Company while its Shares are admitted to trading on AIM, each as amended or replaced from time to time, except to the extent of any express written waiver by London Stock Exchange plc, and for these purposes clauses 1.7(a) to 1.7(f) shall apply to the Company mutatis mutandis.

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2. Capital

2.1 Power of Directors to issue Shares and other securities

• (a) The issue and the terms of issue of Shares, options over unissued Shares and other securities of the Company is under the control of the Directors.

• (b) Any Share, option or other security may be issued with such preferred, deferred or other special rights or restrictions, whether with regard to Dividends, voting, return of capital, payment of calls or otherwise, as the Directors decide.

• (c) Clause 2.1(a) has effect without prejudice to any special rights conferred on the holders of any issued Shares, options over unissued Shares or other securities.

2.2 Preference shares

• (a) The Company may issue preference shares, which may be issued:

• (i) on terms that they are, at the option of either the Company or the holder or both, liable to be redeemed or converted into Shares; and

• (ii) on such other terms as the Directors determine.

• (b) Preference shares will confer the right to receive a preferential Dividend, in priority to the payment of a Dividend on any other class of shares, at the rate and on the basis determined by the Directors at the time of issue of the preference shares. The Directors may determine that the preferential Dividend will be cumulative.

• (c) In addition to the preferential Dividend, the Directors may determine at the time of issue of the preference shares that the preference shares may participate with the Shares in Dividends.

• (d) Preference shares will confer the right to payment in cash in priority to any other class of shares, on a winding up or on redemption (in the case of redeemable preference shares) of:

• (i) the amount paid or agreed to be considered as paid on the preference shares; and

• (ii) the amount equal to any Dividend accrued but unpaid on the preference shares.

• (e) The Directors may determine at the time of issue of any preference shares that they will confer the right to participate with Shares in the assets or profits of the Company, to the extent determined by the Directors.

• (f) Preference shares do not confer any further rights to participate in the assets or profits of the Company other than as set out in this clause 2.2.

• (g) Preference share holders have the same rights as Members to:

• (i) receive notices of general meetings;

• (ii) receive notices, reports and accounts; and

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• (iii) attend general meetings,

but do not have the right to vote at general meetings except as set out in clause 2.2(h).

• (h) Preference share holders have the right to vote at general meetings:

• (i) on a proposal:

  • (A) to wind up the Company;

  • (B) to reduce the share capital of the Company;

  • (C) that affects the rights attached to preference shares; or

  • (D) to dispose of all or substantially all of the Company's property, business and undertaking;

• (ii) on a resolution to approve the terms of any buy-back agreement;

• (iii) while a Dividend or part of a Dividend in respect of the preference shares is unpaid; or

• (iv) any question considered at a meeting held during the winding up of the Company.

• (i) The holders of redeemable preference shares have the right to require the Company to redeem the preference shares in accordance with the terms of issue.

• (j) The Company may issue further preference shares ranking pari passu in all respects with (but not in priority to) other preference shares already issued and the rights of the issued preference shares are not to be taken to have been varied by the further issue of preference shares.

2.3 Classes of Shares

• (a) This clause applies when the share capital is divided into different classes of Shares.

• (b) The rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied:

• (i) with the consent in writing of the holders of at least 75% of the issued Shares of that class; or

• (ii) with the sanction of a special resolution passed at a separate general meeting of the holders of the Shares of the class.

• (c) The provisions of this Constitution relating to general meetings apply (with any necessary changes) to meetings of every separate class, except that any holder of Shares of the class present may demand a poll.

• (d) Unless otherwise provided by this Constitution, or by the terms of issue of any Shares, the issue of further Shares ranking equally with existing Shares is not a variation or abrogation of the rights attaching to those existing Shares.

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• (e) The issue of any securities ranking in priority, or any conversion of existing securities to securities ranking in priority, to an existing class of preference Share is a variation or abrogation of the rights attaching to those preference Shares and requires approval under clause 2.3(b).

2.4 Brokerage

• (a) Subject to the Act and the Listing Rules, the Company may pay brokerage or commission to any person in consideration of the person:

• (i) subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company; or

• (ii) procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares in the Company.

• (b) Any brokerage or commission may be satisfied by:

• (i) the payment of cash;

• (ii) the allotment of Shares of the Company; or

• (iii) a mixture of the above.

2.5 Non-recognition of equitable or other interests

Except as otherwise provided in this Constitution, the Company must treat the registered holder of any Share as the absolute owner of the Share and must not, except as ordered by a court or as required by statute, recognise (even when having notice) any equitable or other claim to or interest in the Share on the part of any other person.

3. Alteration of capital

3.1 Power to alter capital

• (a) The Company may, by resolution, make any reduction or alteration to the Company's share capital permitted by the Act.

• (b) Subject to the Act and the Listing Rules, a reduction of share capital may be effected in any lawful manner, including by cancellation of Shares, return of funds or distribution of assets in specie, as the Directors may approve.

• (c) The Directors may do anything required to give effect to a resolution altering the Company's share capital.

• (d) If a Member becomes entitled to a fraction of a Share, the Directors may determine how to deal with this, including, without limitation:

• (i) authorising the sale of fractions of Shares and the distribution of net proceeds as they see fit, including authorising entry into any agreement with any person on behalf of the relevant Member; or

• (ii) issuing fractional certificates for fractions of Shares.

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3.2 Power to buy back Shares

The Company may, in accordance with the Act and the Listing Rules, buy back its own Shares on any terms and conditions determined by the Directors.

4. Certificates

4.1 Uncertificated holdings

To the extent that dealings in Shares or other securities take place in CHESS or any other CS Facility that provides for dealing in securities in uncertificated form, the Company is not required to issue certificates for those Shares or securities.

4.2 Certificates

• (a) If the Company is required by the Act, the Listing Rules or the ASX Settlement Operating Rules to issue certificates for Shares or other securities of the Company, the Directors must cause the Company to issue the certificates.

• (b) The Directors may cancel any certificates and replace lost, stolen or damaged certificates on such terms and in such a manner as they determine from time to time.

5. Transfer of Shares

5.1 Transfer of Shares

• (a) Shares may be transferred by:

• (i) a transfer effected in accordance with the ASX Settlement Operating Rules (if applicable);

• (ii) a written instrument of transfer in any form authorised by the Act; or

• (iii) any other method of transfer permitted by the Act and the Listing Rules.

• (b) The Directors may do anything necessary or desirable to facilitate dealings in the Shares or other Company securities to be effected through CHESS or any other CS Facility. The Company must comply with the ASX Settlement Operating Rules or the operating rules of any other CS Facility, as applicable.

• (c) No fee may be charged by the Company on the transfer of any Shares, except to the extent that the fee is permitted by the Listing Rules.

• (d) A transferor of Shares remains the holder of the Shares until:

• (i) the transfer has been effected in accordance with the ASX Settlement Operating Rules; or

• (ii) the transferee's name is entered in the Register as the holder of the Shares.

5.2 Registration of written transfers

• (a) A written transfer referred to in clause 5.1(a)(ii) must be:

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• (i) duly executed and stamped (if required by Law); and

• (ii) lodged for registration at the Registered Office or any other location approved by the Directors, together with:

  • (A) the certificate (if any) for the relevant Shares; and

  • (B) any other information that the Directors may require to establish the transferor’s right to transfer the Shares.

• (b) Subject to any powers of the Company or the Directors to refuse registration (under clause 5.3 or otherwise), on compliance with clause 5.2(a), the Company must register the transferee as a Member.

• (c) The Directors may waive compliance with clause 5.2(a)(ii) on receipt of satisfactory evidence of loss or destruction of the certificate.

5.3 Refusing a transfer

Subject to the Act, the Listing Rules and the ASX Settlement Operating Rules, the Directors may in their absolute discretion ask ASX Settlement to apply a holding lock to prevent a transfer under the ASX Settlement Operating Rules, or refuse to register a paper-based transfer, of a Share where:

• (a) the Company has a lien on the Shares the subject of the transfer;

• (b) the Company is served with a court order that restricts the relevant Member's capacity to transfer the Shares;

• (c) registration of the transfer may breach an Australian Law and ASX has agreed in writing to the application of a holding lock (which must not breach an ASX Settlement Operating Rule) or that the Company may refuse to register a transfer;

• (d) this Constitution or the Listing Rules permits them to do so;

• (e) if the transfer is paper-based, a Law related to stamp duty prohibits the Company from registering it;

• (f) the transfer does not comply with the terms of any employee incentive scheme of the Company; or

• (g) the Member has agreed in writing to the application of a holding lock (which must not breach an ASX Settlement Operating Rule) or that the Company may refuse to register a paper-based transfer.

5.4 Notice of non-registration

If the Directors decline to register any transfer of Shares, the Company must, within 5 Business Days after the transfer is lodged with it, give to the person who lodged the transfer written notice of the decision to decline registration and the reason for it.

5.5 Suspension of transfers

Subject to the ASX Settlement Operating Rules, the Directors may suspend registration of transfers of Shares at any times and for any periods as they decide from time to time.

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6. Transmission of Shares

6.1 Transmission of Shares on death

• (a) Where a Member dies:

• (i) the surviving Member, where the deceased Member was a joint holder; and

• (ii) the legal personal representatives of the deceased Member, where the Member was a sole holder,

are the only persons recognised by the Company as having any title to the Member’s interest in the Shares.

• (b) The Directors may require evidence of a Member’s death as they think fit.

• (c) This clause does not release the estate of a deceased joint holder from any liability in respect of a Share that had been jointly held by the holder with another person or persons.

6.2 Transmission of Shares by operation of Law

• (a) Subject to any applicable Laws, if a person:

• (i) becomes entitled to a Share in consequence of the death, incapacity or bankruptcy of a Member; and

• (ii) provides the Directors with any information they reasonably require to establish their entitlement,

the person may, by written notice, elect to:

• (iii) be registered personally as holder of the Share; or

• (iv) have another person registered as the transferee of the Share.

• (b) All the clauses of this Constitution relating to transfers and registrations are applicable to any transfer as if the death, incapacity or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by that Member.

6.3 Dividends and other rights

Where a Member dies, becomes incapacitated or bankrupt, the Member’s legal personal representative or the trustee of the Member’s estate (as the case may be) is, on the production of all information as is properly required by the Directors, entitled to the same:

• (a) Dividends, entitlements and other advantages; and

• (b) rights (whether in relation to meetings of the Company or to voting or otherwise),

as the Member would have been entitled to if the Member had not died, become incapacitated or bankrupt.

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7. Calls on Shares

7.1 Calls

• (a) Subject to the terms of issue of any Shares, the Directors may make calls on a Member in respect of money unpaid on the Member's Shares.

• (b) If the terms of issue of any Shares include a call program for the payment of money unpaid on the Shares, the relevant Members must pay all money payable in accordance with that call program.

• (c) The Directors may postpone the time for payment on a call or may revoke a call.

• (d) A call may be payable by instalments.

• (e) The Directors may differentiate between Members as to the amount of calls to be paid and the times of payment.

• (f) A call is made when the resolution of the Directors authorising the call is passed or otherwise as specified in the resolution.

• (g) The Company must send notices of a call to the relevant Members at least 30 Business Days before the due date for payment.

• (h) Members who receive a call must pay the called amount at the time or times and in the manner set out in the notice.

• (i) The non-receipt of a notice of a call, or the accidental omission to give notice of a call, does not invalidate the call.

7.2 Liability of joint holders for calls

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

7.3 Interest on unpaid amounts

• (a) If an amount called or otherwise payable to the Company in respect of a Share is not paid before or on the day appointed for payment of the amount, the person from whom the amount is due must pay:

• (i) interest on the amount from the day appointed for payment of the amount to the time of actual payment at a rate determined by the Directors but not exceeding the Prescribed Rate; and

• (ii) any costs and expenses incurred by the Company by reason of the nonpayment or late payment.

• (b) The Directors may waive payment of that interest wholly or in part.

7.4 Fixed sums taken to be called

• (a) Any sum that, under the terms of issue of a Share, becomes payable on issue or at or after a fixed or defined date is, for the purposes of this Constitution, taken to

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have been duly called and is payable on the date payable under the terms of issue.

• (b) If any other sum is not paid when due, all the provisions of this Constitution relating to payment of interest and expenses, forfeiture or otherwise apply as if that sum had become payable by virtue of a call duly made and notified.

7.5 Prepayments of calls

• (a) The Directors may accept from a Member the whole or a part of the amount unpaid on a Share even if that amount has not been called.

• (b) The Directors may authorise payment of interest on the whole or any part of an amount accepted under clause 7.5(a) until the amount becomes payable at a rate, not exceeding the Prescribed Rate, that is agreed between the Directors and the Member paying the sum.

• (c) The Directors may at any time repay the whole or any part of any amount paid in advance and any interest agreed abates from the time of payment.

8. Lien on Shares

8.1 Company has lien

• (a) The Company has an exclusive first lien on every Share (and the proceeds of sale of every Share) for:

• (i) any amount due and unpaid in respect of the Share that has been called or is payable at a fixed time;

• (ii) any amounts which remain outstanding on loans made by the Company to acquire Shares under an employee incentive scheme;

• (iii) all amounts that the Company has paid as required by Law in respect of the Share; and

• (iv) reasonable expenses incurred because the amount has not been paid and reasonable interest on the amount from the date it was due for payment until the date of payment.

• (b) The Directors may at any time exempt a Share wholly or in part from this clause 8.1.

• (c) The Company’s lien (if any) on a Share extends to all Dividends payable and entitlements in respect of the Share. The Company may retain those Dividends or entitlements and may apply them in or towards satisfaction of all amounts due to the Company in respect of that Share.

• (d) No person is entitled to exercise any rights or privileges as a Member until the Member has paid all amounts (including reasonable expenses and interest) for the time being payable in respect of every Share held by the Member.

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8.2 Exercise of lien

• (a) Subject to clause 8.2(b), the Company may sell any Shares on which the Company has a lien, in the manner that the Directors think fit.

• (b) A Share on which the Company has a lien may not be sold unless:

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

• (ii) at least 10 Business Days before the date of the sale, the Company has given to the Member or the person entitled to the Share by reason of the death, mental incapacity or bankruptcy of the Member, a notice in writing demanding payment of the amount.

8.3

Completion of sale

• (a) For the purpose of giving effect to a sale of Shares to enforce a lien, the Directors may authorise a person to do everything necessary to effect a transfer of the Shares in favour of the purchaser.

• (b) The Company must register the purchaser as the holder of the Shares comprised in any transfer, after which the validity of the sale may not be disputed by any person and the purchaser is not concerned with the application of the purchase money.

• (c) The title of the purchaser to the Shares is not affected by any irregularity or invalidity in connection with the sale.

• (d) The purchaser is discharged from liability for any calls which were in default before the purchase of those Shares, unless otherwise expressly agreed.

• (e) The only remedy of any person aggrieved by any sale of a Share under this clause 8 is in damages and against the Company exclusively.

8.4 Application of proceeds of sale

The proceeds of a sale made to enforce a lien must be applied by the Company in the following order:

• (a) firstly, in payment of the costs of enforcement of the lien and of the sale;

• (b) secondly, in satisfaction of the amount in respect of which the lien exists as is then payable to the Company (including expenses and interest); and

• (c) thirdly, the residue (if any) to or at the direction of the person registered as the holder of the Shares immediately prior to the sale, on production of any evidence as to title required by the Directors.

9. Forfeiture and surrender of Shares

9.1

Liability to forfeiture

• (a) If a Member fails to pay a call or instalment of a call when due, the Directors may, at any time afterwards while any part of the call or instalment remains unpaid, serve a notice on the Member requiring payment of so much of the unpaid call or

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instalment, together with any accrued interest and all expenses incurred as a result of the non-payment.

• (b) The notice must:

• (i) specify a day at least 10 Business Days after the date of the notice by which the payment is to be made and a place where the payment is to be made; and

• (ii) state that the Shares in respect of which the call was made are liable to be forfeited if payment is not made by the time specified.

9.2 Surrender of Shares

Subject to the Act and the Listing Rules, the Directors may accept the:

• (a) surrender of any fully paid Share by way of compromise of any question as to the proper registration of the holder or in satisfaction of any payment due to the Company; and

• (b) gratuitous surrender of any fully paid Share.

Any Share so surrendered may be disposed of in the same manner as a forfeited Share.

9.3 Power to forfeit

• (a) Subject to the Act and the Listing Rules, if the requirements of a notice under clause 9.1 are not complied with, any Share in respect of which the notice has been given may, at any time afterwards but before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.

• (b) Such a forfeiture includes all Dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

9.4

Notice of forfeiture

• (a) Notice of the resolution approving the forfeiture must be given to the Member in whose name the Share was registered immediately before the forfeiture and an entry of the forfeiture and its date must be made promptly in the register.

• (b) The validity of any forfeiture is not affected in any way by any omission to give the notice or to make the entry in the register in accordance with clause 9.4(a).

9.5 Powers of Directors

• (a) A forfeited Share may be sold or otherwise disposed of as the Directors think fit.

• (b) A forfeiture of a Share may be cancelled on the terms that the Directors think fit at any time before a sale or disposition of the Share.

• (c) The proceeds of sale of a forfeited Share must be applied in the following order:

• (i) firstly, in payment of all costs of or in relation to the sale;

• (ii) secondly, in satisfaction of the amount in respect of the Shares as is then payable to the Company (including interest); and

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• (iii) thirdly, the residue (if any) to or at the direction of the person registered as the holder of the Shares immediately prior to the sale or to the person’s estate, on production of any evidence as to title required by the Directors.

9.6 Consequences of forfeiture

A person whose Shares have been forfeited:

• (a) ceases to be a Member in respect of the forfeited Shares at the time of the Directors' resolution approving the forfeiture;

• (b) has no claims or demands against the Company in respect of those forfeited Shares;

• (c) has no other rights to the forfeited Shares except any rights expressly provided by the Act or this Constitution; and

• (d) remains liable to pay to the Company all amounts that, at the date of forfeiture, were payable by the person to the Company in respect of the Shares including, if the Directors think fit, reasonable expenses of the sale or disposal of the Shares and interest at the Prescribed Rate on the unpaid amounts from the date of forfeiture until the date of payment.

9.7 Evidentiary matters

Without prejudice to clause 9.4, a statement in writing by a Director or a Secretary of the Company to the effect that:

• (a) a Share in the Company has been duly forfeited on a date specified in the statement; or

• (b) a particular amount is payable by a Member or former Member to the Company at a particular date in respect of a call or instalment of a call (including interest),

is, in the absence of manifest error, conclusive evidence of the facts set out in the statement as against all persons claiming to be entitled to the Share and against the Member or former Member who remains liable to the Company under clause 9.6(d).

9.8 Transfers after forfeiture and sale

• (a) The Company may:

• (i) receive the proceeds of sale or of disposition of a forfeited Share; and

• (ii) transfer the Share to the transferee.

• (b) On registration of the transfer, the transferee is not bound to see to the application of any money paid as consideration.

• (c) The title of the transferee to the Share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.

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9.9 Fixed amounts taken to be calls

The provisions of this Constitution relating to forfeiture apply to non-payment of any sum that becomes payable for a Share at a defined time, as if that sum was payable as a call duly made.

10. Sale of small holdings of Shares

10.1 Definitions

In this clause:

Disposal Notice means a written notice given to the holder of a Small Holding under clause 10.2(b);

Issuer Sponsored Holding has the meaning given in the ASX Settlement Operating Rules;

Marketable Parcel has the meaning given in the Listing Rules; and

Small Holding means a parcel of Shares that is less than a Marketable Parcel.

10.2 Disposal Notice

• (a) This clause 10 sets out the procedures by which the Company may sell Shares which are a Small Holding.

• (b) If the Directors determine that a Member's holding of Shares is a Small Holding, they may send a Disposal Notice to that Member stating that the Company intends to sell the relevant Shares, unless within 6 weeks from the date the Disposal Notice is sent:

• (i) the Member's holding of Shares increases to at least a Marketable Parcel;

• (ii) the Member no longer holds the Shares; or

• (iii) the Member gives written notice to the Company stating that it wishes to retain its holding.

• (c) If at 5.00 pm Melbourne, Victoria time on the last day of the 6 week period referred to in clause 10.2(b) the Member stills holds the Shares the subject of the Disposal Notice and:

• (i) the Member's holding of Shares has not increased to at least a Marketable Parcel; and

• (ii) the Member has not given a written notice to the Company under clause 10.2(b)(iii),

the Member is deemed to have irrevocably appointed the Company as its agent to sell the Shares as contemplated by clause 10.4 and to deal with the proceeds of sale in accordance with clause 10.5.

• (d) In addition to the powers of the Company and the Directors set out above, the Company may sell a Member's Shares that constitute a Small Holding if, any time

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after the adoption of this clause, the Shares are in a new holding created by the transfer of a parcel of Shares that was less than a Marketable Parcel:

• (i) at the time a transfer under the ASX Settlement Operating Rules was initiated; or

• (ii) in the case of a paper-based transfer document, at the time it was lodged with the Company.

• (e) Where clause 10.2(d) applies:

• (i) the Company may give the Member notice in writing stating that the Company intends to sell or dispose of the Shares, and that the proceeds of the sale, less the costs of the sale, will be sent to the Member after the sale has been effected;

• (ii) the Member is deemed to have irrevocably appointed the Company as its agent to sell the Shares as contemplated by clause 10.4 and to deal with the proceeds of sale in accordance with clause 10.5; and

• (iii) the Directors may remove or change the Member's right to vote and to receive Dividends. Any Dividends that have been withheld must be sent to the Member after the sale of the Member's Shares.

10.3 Limits on Company's power to sell

• (a) The Company may only exercise its powers under clause 10.2 once in any 12 month period.

• (b) The Company's power to sell under clause 10.2 lapses following the announcement of a takeover bid for the Company. The procedure may be started again after the close of the offers made under the takeover.

10.4 Sale of Shares

• (a) The Company may sell the Shares which make up less than a Marketable Parcel as soon as practicable at a price which the Directors consider to be the best price reasonably obtainable for the Shares at the time they are sold.

• (b) For the purposes of effecting a sale, the Company may, in accordance with the ASX Settlement Operating Rules, move the Shares from a CHESS holding to an Issuer Sponsored Holding or into certificated form.

10.5 Proceeds of sale

• (a) For a sale arising from clause 10.2(c), the proceeds of the sale will not be sent to the former Member until the Company has received any certificate relating to the Shares (or is satisfied that the certificate has been lost or destroyed).

• (b) For a sale arising from clause 10.2(d), the proceeds of sale (less the costs of the sale) must be sent to the Member after the sale.

• (c) All money payable to a former Member under this clause which is unclaimed for 1 year after payment may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed or otherwise disposed of according to

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Law. No money payable under this clause by the Company to a former Member bears interest as against the Company.

10.6 Effect of sale

The exercise by the Company of its powers under this clause 10 extinguishes all interests in the Shares of the former Member, and all claims against the Company in respect of those Shares by that Member including all Dividends (whether final or interim) determined to be paid in respect of those Shares and not actually paid or accrued.

10.7 Further action

The Secretary may take any action on behalf of a Member to give effect to this clause as the Secretary considers necessary.

10.8 Registration of transfer

The Company may register a transfer of Shares whether or not any certificate for the Shares has been delivered to the Company.

10.9 Costs of sale

For a sale arising from clause 10.2(c), the Company bears the costs of sale of the Shares (but is not liable for tax on income or capital gains of the former Member).

10.10 Where Shares of 2 or more Members sold

If the Shares of 2 or more Members to whom this clause applies are sold to 1 purchaser, the transfer may be effected by 1 transfer.

10.11 Rights of purchaser

• (a) A certificate signed by the Secretary stating that Shares sold under this clause have been properly sold discharges the purchaser of those Shares from all liability in respect of the purchase of those Shares.

• (b) When a purchaser of Shares is registered as the holder of the Shares, the purchaser:

• (i) is not bound to see to the regularity of the actions and proceedings of the Company under this clause or to the application of the proceeds of sale; and

• (ii) has title to the Shares which is not affected by any irregularity or invalidity in the actions and proceedings of the Company.

10.12 Limit on Member's remedies

Any remedy of any Member to whom this clause applies in respect of the sale of the Member's Shares is limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person.

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11. Proportional takeover approval provisions

11.1 Interpretation

In this clause 11:

• (a) Associate in relation to another person has the meaning given to that term in the Act for the purposes of subdivision C of Chapter 6.5 of the Act;

• (b) Bidder means a person making an offer for Shares under a Proportional Bid;

• (c) Proportional Bid means a proportional takeover bid as defined in section 9 of the Act; and

• (d) Relevant Day , in relation to a Proportional Bid, means the day that is 14 days before the last day of the bid period.

11.2 Transfers prohibited without approval

Where a Proportional Bid in respect of Shares included in a class of Shares in the Company has been made:

• (a) the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the Proportional Bid is prohibited unless and until a resolution ( Approving Resolution ) to approve the Proportional Bid is passed, or is deemed to have been passed, in accordance with Subdivision C of Chapter 6.5 of the Act;

• (b) a Member (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 Proportional Bid was made, held Shares included in the bid class is entitled to vote on an Approving Resolution and, for the purposes of so voting, is entitled to 1 vote for each such Share;

• (c) neither the Bidder nor an Associate of the Bidder may vote on an Approving Resolution;

• (d) an Approving Resolution must be voted on at a meeting of the Members entitled to vote on the resolution which has been convened and conducted by the Company; and

• (e) an Approving Resolution is passed if more than 50% of the votes cast on the resolution by Members Present and entitled to vote on the resolution are in favour of the resolution.

11.3 Meetings

• (a) The provisions of this Constitution relating to a general meeting of the Company apply, with such modifications as the circumstances require, in relation to a meeting that is convened for the purposes of this clause 11.

• (b) The Directors of the Company must ensure that the Approving Resolution is voted on in accordance with this clause before the Relevant Day.

• (c) Where an Approving Resolution is voted on in accordance with this clause, then before the Relevant Day, the Company must:

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• (i) give to the Bidder; and

• (ii) serve on ASX,

a written notice stating that a resolution to approve the Proportional Bid has been voted on and that the resolution has been passed or has been rejected, as the case requires.

11.4 Deemed approval

Where, as at the end of the day before the Relevant Day in relation to a Proportional Bid, no Approving Resolution to approve the Proportional Bid has been voted on in accordance with this clause, an Approving Resolution to approve the Proportional Bid is, for the purposes of this clause, deemed to have been passed under this clause 11.

11.5 Proportional Bid rejected

Where an Approving Resolution is voted on and is rejected then:

• (a) despite section 652A of the Act, all offers under the Proportional Bid that have not, as at the end of the Relevant Day, resulted in binding contracts are deemed to be withdrawn at the end of the Relevant Day;

• (b) the Bidder must immediately, after the end of the Relevant Day, return to each Member any documents that were sent by the Member to the Bidder with the acceptance of the offer;

• (c) the Bidder may rescind and must, as soon as practicable after the end of the Relevant Day, rescind each contract resulting from the acceptance of an offer made under the Proportional Bid; and

• (d) a Member who has accepted an offer made under the Proportional Bid is entitled to rescind the contract (if any) resulting from that acceptance.

11.6 Duration of clause

This clause 11 ceases to have effect on the later to occur of:

• (a) the third anniversary of its adoption; or

• (b) the third anniversary of its most recent renewal effected under the Act.

12. General meetings

12.1 Power of Directors to convene

• (a) The Directors may convene a general meeting of Members whenever they think fit.

• (b) The Members may require the Directors to convene a general meeting as permitted by the Act.

• (c) Subject to the Act, the Directors may cancel or postpone any general meeting or change its venue by giving appropriate notice to all persons to whom the notice of the original meeting was given, but may not cancel a general meeting which was

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called or requisitioned by persons other than the Directors without their prior written consent.

• (d) In relation to general meetings of Members, a meeting includes:

• (i) all adjournments of a meeting; and

• (ii) any meeting convened to be held by those entitled to be present, meeting simultaneously in different locations as determined by the Directors.

• (e) The business of a general meeting held under clause 12.1(d)(ii) cannot be validly considered, and any resolutions at that meeting have no effect, unless:

• (i) the Members Present at each such location as a whole have a reasonable opportunity to hear and participate in the business of the general meeting as it is being conducted, both at the venue at which the Chairman of the general meeting is present and at each other venue; and

• (ii) satisfactory provision is made at each venue for the recording of all votes cast,

and on satisfying these conditions, the general meeting is taken to be held where the Chairman of the general meeting conducts the meeting and all proceedings conducted in that manner are as valid and effective as if conducted at a single gathering of a quorum of those entitled to be present.

12.2 Notice of general meetings

• (a) Each notice convening a general meeting must specify:

• (i) the place, date and time of the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this); and

• (ii) the general nature of the business to be transacted at the meeting.

• (b) Notice of a general meeting must be provided to Members at least 28 clear days before the meeting is to be held.

• (c) A notice convening an annual general meeting need not state the general nature of business of the kind referred to in clause 12.2(a) but, if the business includes the election of Directors, the names of the candidates for election must be stated.

• (d) The non-receipt of a notice convening a general meeting by, or the accidental omission to give notice to, any person entitled to receive notice does not invalidate the proceedings at or any resolution passed at the meeting.

• (e) Subject to the Act the Company may give notices to Members electronically by notifying the Member:

• (i) that the notice is available; and

• (ii) how the Member may use electronic means to access the notice,

by any electronic means permitted by the Act and to an electronic address nominated by the relevant Member for the purpose of receiving notices.

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12.3 Annual general meetings

Annual general meetings of the Company must be held in accordance with the Act and the Listing Rules. The business of an annual general meeting is to:

• (a) consider the annual report, Directors’ report and the auditor’s report;

• (b) elect Directors;

• (c) (where relevant) appoint the auditor;

• (d) fix the remuneration of the auditors; and

• (e) transact any other business that may be properly brought before the meeting.

12.4 Quorum

• (a) No business may be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.

• (b) Except as otherwise provided in this Constitution, a quorum constitutes:

• (i) 5 Members Present; or

• (ii) where the total number of Members is less than 5, all those Members being the Members Present.

12.5 If a quorum not present

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

• (a) where the meeting is convened on the requisition of Members, the meeting must be dissolved (subject to clause 12.7(a)); and

• (b) in any other case:

• (i) the meeting stands adjourned to a day and at a time and place as the Directors decide or, if no decision is made by the Directors, to the same day in the next week at the same time and place; and

• (ii) if at the adjourned meeting a quorum is not present within 15 minutes after the time appointed for the meeting, the meeting must be dissolved.

12.6 Chairing meetings

• (a) Subject to clause 12.6(b), the Chairman must chair every general meeting.

• (b) Where a general meeting is held and:

• (i) there is no Chairman; or

• (ii) the Chairman is not present within 15 minutes after the time appointed for the meeting or is unwilling to act as chair,

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the Directors present must choose one of their number or, in the absence of all Directors or if none of the Directors present wish to act, the Members Present must elect one of their number to chair the meeting.

• (c) Where a person is appointed to chair a meeting under clause 12.6(b), in relation to that meeting, references to the Chairman in this Constitution include a reference to that person.

12.7 Adjournments

• (a) The Chairman of the general meeting may, and must if so directed by the meeting, adjourn the meeting from time to time and from place to place.

• (b) No business may be transacted at any continuation of an adjourned meeting other than the business left unfinished at the meeting which has been adjourned.

• (c) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of an original meeting.

• (d) Except as provided by clause 12.7(c), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

12.8 Voting at general meetings

• (a) Any resolution to be considered at a general meeting will be decided on a show of hands unless a poll is demanded at or before the declaration of the result of the show of hands. Before a vote is taken, the Chairman of the meeting must inform the meeting of how many proxy votes have been received and how the proxy votes are to be cast on that resolution.

• (b) A declaration by the Chairman of the general meeting that a resolution has on a show of hands been carried or lost and an entry to that effect in the minutes of the meeting is conclusive evidence of the fact without the need to show the number or proportion of the votes recorded in favour of or against the resolution.

• (c) A poll may be demanded:

• (i) by the Chairman of the general meeting;

• (ii) by at least 5 Members Present and having the right to vote at the meeting; or

• (iii) by a Member or Members Present with at least 5% of the votes that may be cast on the resolution on a poll.

• (d) The demand for a poll may be withdrawn.

• (e) A poll may not be demanded on the election of a person to chair a meeting or on a resolution for adjournment.

12.9 Procedure for polls

• (a) A poll, when demanded, is to be taken in the manner and at the time the Chairman of the general meeting directs.

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• (b) The result of the poll is a resolution of the general meeting at which the poll was demanded.

• (c) The demand for a poll does not prevent a general meeting from proceeding with any other business.

12.10 Chairman's casting vote

Subject to the Act and the Listing Rules, in the case of an equality of votes on a show of hands or on a poll the Chairman of the general meeting has a casting vote in addition to any vote to which that Chairman may otherwise be entitled.

12.11 Representation and voting of Members

Subject to this Constitution and any rights or restrictions for the time being attached to any class or classes of Shares:

• (a) at general meetings of Members or classes of Members each Member entitled to attend and vote may attend and vote in person or by proxy, or attorney and (where the Member is a body corporate) by representative;

• (b) on a show of hands:

• (i) every Member Present having the right to vote at the meeting has 1 vote;

• (ii) every person present who represents more than one Member, either personally, by proxy, attorney or as representative, has 1 vote; and

• (c) on a poll, every Member Present has:

• (i) 1 vote for each fully paid Share; and

• (ii) in the case of partly paid Shares, that proportion of a vote as is equal to the proportion which the amount paid up on that Member’s Share bears to the total issue price for the Share, excluding calls paid in advance of the due date for payment.

12.12 Joint holders

Where more than 1 joint holder votes, the vote of the holder whose name appears first in the Register must be accepted to the exclusion of the others whether the vote is given personally, by attorney or proxy.

12.13 Members of unsound mind and minors

• (a) If a Member is:

• (i) of unsound mind;

• (ii) a person whose person or estate is liable to be dealt with in any way under the Law relating to mental health; or

• (iii) a minor,

the Member’s committee or trustee or any other person who has proper management or guardianship of the Member’s estate or affairs may, subject to

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clause 12.13(b), exercise any rights of the Member in relation to a general meeting as if the committee, trustee or other person were the Member.

• (b) Any person with powers of management or guardianship cannot exercise any rights under clause 12.13(a) unless the person has provided the Directors with satisfactory evidence of the person’s appointment and status.

12.14 Restriction on voting rights - unpaid amounts

A Member is not entitled to vote in respect of a security giving the holder the right to vote unless all calls and other sums presently payable by the Member in respect of that security have been paid.

12.15 Objections to qualification to vote

• (a) An objection to the qualification of a person to vote may be raised only at the meeting or adjourned meeting at which the vote objected to is tendered.

• (b) Any objection must be referred to the Chairman of the meeting, whose decision is final.

• (c) A vote allowed after an objection is valid for all purposes.

12.16 Direct voting

• (a) The Directors may determine that, at any general meeting or class meeting, a Member who is entitled to attend and vote on a resolution at that meeting is entitled to vote by direct vote in respect of that resolution. A direct vote includes a vote delivered to the Company by post, fax or other electronic means approved by the Directors.

• (b) Where clause 12.16(a) applies, the notice of meeting must indicate that direct voting is available at the relevant meeting or on particular resolutions.

• (c) The Directors may prescribe regulations, rules and procedures in relation to direct voting, including (without limitation):

• (i) specifying the form, method and timing of casting a direct vote at a meeting for the vote to be valid; and

• (ii) the circumstances in which a direct vote may be withdrawn by the Member or deemed withdrawn.

12.17 Number of proxies

• (a) A Member who is entitled to attend and cast a vote at a general meeting of the Members may appoint a person as the Member’s proxy to attend and vote for the Member at the meeting.

• (b) An appointment of a proxy may specify the proportion or number of votes that the proxy may exercise.

• (c) If a Member is entitled to cast 2 or more votes at a meeting, the Member may appoint 2 proxies. If the Member appoints 2 proxies and the appointment does

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not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of the Member's votes.

12.18 Form of proxy

• (a) An instrument appointing a proxy is valid if it is in the form specified by the Directors from time to time and is:

• (i) signed by or on behalf of the Member of the Company making the appointment; and

• (ii) contains the following information:

  • (A) the Member’s name and address;

  • (B) the Company’s name;

  • (C) the proxy’s name or the name of the office held by the proxy; and

  • (D) the meetings at which the appointment may be used.

• (b) The proxy form must provide for the Member to vote for or against each resolution and may provide for abstention to be indicated.

• (c) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution. Where it does so, the proxy is not entitled to vote on the resolution except as specified in the instrument. A proxy may vote as the proxy thinks fit on any motion or resolution in respect of which no manner of voting is indicated.

• (d) An instrument appointing a proxy confers authority to demand or join in demanding a poll.

• (e) Despite clause 12.12, where an instrument of proxy is signed by all of the joint holders of any Shares, the votes of the proxy so appointed must be accepted in respect of those Shares to the exclusion of any votes tendered by a proxy for any one of those joint holders.

12.19 Where proxy is incomplete

• (a) No instrument appointing a proxy is treated as invalid merely because:

• (i) it does not contain the address of the appointor or proxy;

• (ii) it is not dated; or

• (iii) in relation to any or all resolutions, it does not contain an indication of the manner in which the proxy is to vote.

• (b) Where the instrument does not specify the name of a proxy, the instrument is treated as given in favour of the Chairman of the meeting.

12.20 Lodgement of proxies

• (a) An instrument appointing a proxy is not treated as valid unless:

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• (i) the instrument; and

• (ii) the power of attorney or other authority (if any) under which the instrument is signed; or

• (iii) a copy of that power or authority certified in a manner acceptable to the Directors,

are lodged not less than 48 hours (or any shorter period as the Directors may permit, subject to the Act) before the time for holding the meeting at the place specified for that purpose in the notice of the meeting or, if none, at the Registered Office.

• (b) An instrument appointing a representative to act for a Member at all meetings of the Company or at all meetings for a specified period is not treated as valid unless:

• (i) the instrument of appointment or a certified copy of it, duly signed by hand or electronically authenticated in accordance with clause 12.20(c)(ii); and

• (ii) any evidence as to the validity and non-revocation of that authority as may be required by the Directors,

are lodged not less than 48 hours (or any shorter period as the Directors may permit) before the time for holding the meeting at the place or electronic address specified for that purpose in the notice of the meeting or, if none, at the Registered Office.

• (c) For the purposes of this clause 12:

• (i) a legible facsimile of any document which is received at a place specified in the notice is duly lodged at that place at the time when the facsimile is received; and

• (ii) subject to the Act, instead of signing or executing an instrument of appointment, a Member may electronically authenticate the appointment of a proxy or a corporate representative, provided that:

  • (A) the Member is identified by personal details as required by the Company;

  • (B) the Member's approval of the information communicated to the Company is accompanied by a personal identification number or any other number provided by the Company; and

  • (C) the Member complies with any other requirements of the Company.

12.21 Validity of proxies

• (a) A vote exercised in accordance with the terms of an instrument of proxy, a power of attorney or other relevant instrument of appointment is valid despite:

• (i) the previous death or mental incapacity of the principal;

• (ii) the revocation of the relevant instrument (or of the authority under which the instrument was executed) or the power of attorney; or

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• (iii) the transfer of the Share in respect of which the instrument or power of attorney is given,

if no notice in writing of the death, mental incapacity, revocation or transfer has been received by the Company at its Registered Office before the commencement of the meeting at which the instrument or power of attorney is used.

• (b) A proxy is not revoked by the principal attending and taking part in the meeting, unless the principal actually votes on the resolution for which the proxy is proposed to be used.

12.22 Right of officers and advisers to attend general meeting

• (a) A Director who is not a Member is entitled to be present and to speak at any general meeting.

• (b) A Secretary who is not a Member is entitled to be present and, at the request of the Chairman of the meeting, to speak at any general meeting.

• (c) Any other person (whether a Member or not) required by the Directors to attend any general meeting is entitled to be present and, at the request of the Chairman of the meeting, to speak at that general meeting.

12.23 Use of technology

The Company may hold a general meeting at 2 or more venues using any technology that gives Members a reasonable opportunity to participate.

12.24 Minutes

• (a) The Company must keep minute books in which it records within 30 days:

• (i) proceedings and resolutions of meetings of the Members;

• (ii) proceedings and resolutions of Directors' meetings and resolutions passed by Directors without a meeting; and

• (iii) resolutions passed by Members without a meeting.

• (b) The Company must ensure that minutes are signed within a reasonable time after the date of the meeting or of the resolution being passed by:

• (i) the Chairman of the meeting; or

• (ii) the Chairman of the next meeting; or

• (iii) in the case of a resolution without a meeting, a Director.

13. Appointment, removal and remuneration of Directors

13.1 Appointment and removal

• (a) There must be at least 3 Directors, or such greater number of Directors not exceeding 10 as the Directors think fit, in office at all times.

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• (b) Subject to the Act, the Company may at any time by resolution passed in general meeting:

• (i) appoint any person to be a Director; or

• (ii) remove any Director from office.

• (c) Subject to the Act, the Directors may at any time appoint any person to be a Director.

• (d) A person appointed under clause 13.1(c) holds office until the end of the next annual general meeting following their appointment and is eligible for election at that meeting. This clause 13.1(d) does not apply to any Managing Director appointed under clause 13.1(c).

13.2 No Share qualification

Directors are not required to hold Shares.

13.3 Retirement at each annual general meeting

• (a) Subject to clause 16.1 and only when the Company is admitted to the Official List, no Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting following the Director’s election, whichever is the longer, without submitting himself or herself for re-election.

• (b) There must be an election of Directors at each annual general meeting. The Director or Directors to retire at each annual general meeting are any one or more of the following, as applicable:

• (i) any Director required to retire under clause 13.3(a) and standing for reelection;

• (ii) any Director required to submit for election under clause 13.1(d);

• (iii) a person standing for election as a new Director; or

• (iv) if no person is standing for election or re-election under clauses 13.3(b)(i) to 13.3(b)(iii); then the Director who has been in office the longest since last being elected. Between Directors who were elected on the same day, the Director to retire will be decided by lot, unless the relevant Directors agree otherwise.

• (c) Clauses 13.3(a) and 13.3(b) do not apply to the Managing Director.

• (d) A retiring Director is eligible for re-election without needing to give any prior notice of an intention to submit for re-election and holds office as a Director until the end of the meeting at which the Director retires.

• (e) No person other than a retiring Director or a Director vacating office under clause 13.1(d) is eligible to be elected a Director at any general meeting unless a written notice of the person’s nomination for election is given to the Company at least 35 Business Days (or in the case of a meeting that Members have requested the Directors to call, 30 Business Days) before the meeting.

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13.4 Remuneration

• (a) Subject to clause 13.4(b) and the Listing Rules, the Directors are entitled to be paid for their services as Directors such annual fees as the Directors determine, provided the annual fees do not exceed in aggregate the maximum sum that is from time to time approved by the Members in a general meeting in accordance with the Listing Rules or if no maximum is set, $450,000.

• (b) Clause 13.4(a) does not apply to the remuneration of the Managing Director and any other executive Directors. Remuneration payable by the Company and any entity under its control to the Managing Director and any other executive Directors must not be a commission on, or percentage of, profits or operating revenue.

• (c) The fees fixed under clause 13.4(a):

• (i) are divided among the Directors in the proportions and on the basis as they may agree or, if they cannot agree, equally among them; and

• (ii) are exclusive of any benefits which the Company may provide to Directors in satisfaction of legislative schemes including, without limitation, benefits provided under superannuation guarantee or similar schemes or any other benefit permitted by the Act or this Constitution.

• (d) Any Director may elect to have his or her remuneration paid in cash or in any other form agreed by the Director and the Company, such as superannuation contribution, motor vehicle payments, or any other form, subject always to being within the remuneration practices of the Company and compliant with the Listing Rules.

• (e) The Directors are entitled to be paid or reimbursed (in accordance with the Company's policies applicable to the reimbursement of management expenses) for all travelling and other expenses properly incurred by them in attending and returning from any meeting of the Directors, meeting of any committee of the Directors, general meeting of the Company or otherwise in connection with the business of the Company.

• (f) If, with the approval of the Directors, any Director performs extra services or makes any special exertions for the benefit of the Company, the Directors may approve the payment to that Director of special and additional remuneration as the Directors think fit, having regard to the value to the Company of the extra services or special exertions. Any remuneration paid under this clause 13.4(f) may be in addition to the fees paid in accordance with clause 13.4(a).

• (g) A Director may be engaged by the Company in any other capacity (other than as auditor) and may be appointed on such terms as to remuneration, tenure of office and otherwise as may be agreed by the Directors.

• (h) Fees payable by the Company and any entity under its control to non-executive Directors are to be by fixed sum, and not by commission on, or percentage of, profits or operating revenue.

13.5 Vacation of office

• (a) In addition to the circumstances in which the office of a Director becomes vacant:

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• (i) under the Act;

• (ii) because of a resolution under clause 13.1(b)(ii); or

• (iii) under clause 13.3,

the office of a Director becomes vacant if the Director:

• (iv) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the Law relating to mental health;

• (v) resigns by notice in writing to the Company;

• (vi) dies;

• (vii) is absent (and not represented by an alternate Director) from meetings of the Directors for a continuous period of 6 months without special leave of absence from the Directors and the Board resolves that his or her office be vacated; or

• (viii) is an employee of the Company or a related body corporate of the Company (including a Managing Director) and ceases to be an employee of the Company or a related body corporate of the Company.

• (b) A Director whose office becomes vacant under clause 13.5(a)(viii) is eligible for reappointment or re-election as a Director of the Company.

13.6 Retiring allowance for Directors

• (a) Subject to the Act and the Listing Rules, the Company may:

• (i) make any payment or give any benefit to any Director or any other person in connection with the Director’s retirement, resignation from or loss of office or death while in office;

• (ii) make contracts or arrangements with a Director or a person about to become a Director of the Company under which the Director or any person nominated by the Director is paid or provided with a lump sum payment, pension, retiring allowance or other benefit on or after the Director or person about to become a Director ceases to hold office for any reason;

• (iii) make any payment under any contract or arrangement referred to in clause 13.6(a)(ii); and

• (iv) establish any fund or scheme to provide lump sum payments, pensions, retiring allowances or other benefits for:

  • (A) Directors ceasing to hold office; or

  • (B) any person including a person nominated by the Director, in the event of the Director’s death while in office,

and from time to time pay to the fund or scheme any sum as the Company considers necessary to provide those benefits.

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• (b) The Company may impose any conditions and restrictions under any contract, arrangement, fund or scheme referred to in clause 13.6(a) as it thinks proper.

• (c) The Company may authorise any subsidiary to make a similar contract or arrangement with the subsidiary's directors and make payments under it or establish and maintain any fund or schemes, whether or not all or any of the directors of the subsidiary are also Directors of the Company.

14. Powers and duties of Directors

14.1 Powers of Directors

• (a) Subject to the Act and this Constitution, the Directors are responsible for managing the business of the Company and may exercise all powers of the Company which are not required to be exercised by the Company in a general meeting by the Act or this Constitution.

• (b) Without limiting the generality of clause 14.1(a), the Directors may exercise all the powers of the Company to:

• (i) borrow or raise money;

• (ii) grant security over any property or business of the Company or all or any of its uncalled capital;

• (iii) pay interest on any debt due by the Company; and

• (iv) issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

14.2 Appointment of attorneys and representatives

• (a) The Directors may, by power of attorney or by general or specific appointment, appoint such person or persons to be an attorney or representative of the Company for the purposes, with the powers, authorities and discretions vested in or exercisable by the Directors for any period and subject to any conditions as they think fit.

• (b) Any appointment under clause 14.2(a) may be made on terms for the protection and convenience of persons dealing with any such attorney or representative as the Directors think fit and may also authorise an attorney or representative to delegate all or any of the powers, authorities and discretions vested in the attorney or representative.

14.3 Negotiable instruments and electronic payments

• (a) All negotiable instruments of the Company are to be executed by the persons and in the manner determined by the Directors from time to time.

• (b) All electronic payments by the Company are to be made or authorised in the manner determined by the Directors from time to time.

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14.4 Restrictions on the Company’s business

Notwithstanding any other provision of this Constitution, neither the Company, nor any of its subsidiaries, shall carry out any business involving, nor shall they make any investment in or have any involvement with any company or business that carries out any business or has any investment in or involvement with:

• (a) any form of recreational cannabis; or

• (b) any other form of cannabis, other than in accordance with all applicable laws and regulations and following the grant to the Company (or, as applicable, its relevant subsidiary or the company or business in which the Company or any of its subsidiaries has made an investment) of all necessary and valid licences, approvals, authorisations permits and/or registrations.

15. Proceedings of Directors

15.1 Proceedings

• (a) The Directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit.

• (b) A Director may at any time, and the Secretary must on the request of a Director, convene a meeting of the Directors.

• (c) Reasonable notice of the place, date and hour of every meeting of the Directors must be given to every Director. Where any Director is for the time being outside Australia, notice need only be given to that Director if contact details have been given, but notice must always be given to any alternate Director in Australia whose appointment by that Director is for the time being in force.

15.2 Meetings by telecommunications

The Directors may hold a valid meeting using any medium by which each of the Directors can simultaneously hear all the other participants (including telephone and video conferencing), and in that case:

• (a) the participating Directors are taken to be present at the meeting for the purposes of this Constitution concerning meetings of Directors;

• (b) the meeting is taken to be held where the Chairman of the meeting is; and

• (c) all proceedings of the Directors conducted in that manner are as valid and effective as if conducted at a meeting at which all of them were present in person.

15.3 Quorum at meetings

At a meeting of Directors, the number of Directors whose presence is necessary to constitute a quorum is the number determined by the Directors and, if not so determined, is 3 Directors entitled to vote.

15.4 Chairman of Directors

• (a) The Directors may elect one of their number as their Chairman and may decide the period during which the Chairman is to hold that office.

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• (b) Where a meeting of Directors is held and:

• (i) a Chairman has not been elected as provided by clause 15.4(a); or

• (ii) the Chairman is not present within 15 minutes of the time appointed for the holding of the meeting or is unwilling to act as chair,

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

• (c) Where a person is appointed to chair a meeting under clause 15.4(b), in relation to that meeting, references to the Chairman in this Constitution include a reference to that person.

15.5 Proceedings at meetings

• (a) Subject to this Constitution, questions arising at a meeting of Directors are decided by a majority of votes of Directors present in person or by their alternate director (if any) and voting and for all purposes any such decision is taken to be a decision of the Directors.

• (b) In the case of an equality of votes, the Chairman of the meeting has a second or casting vote in addition to the Chairman's deliberative vote.

15.6 Disclosure of interests

• (a) A Director is not disqualified by the Director’s office from contracting with the Company in any capacity.

• (b) A contract or arrangement made by the Company with a Director or in which a Director is in any way directly or indirectly interested may not be avoided merely because the Director is a party to or interested in it.

• (c) A Director is liable to account to the Company for any profits derived in respect of a matter in which the Director has a material interest, merely because of the Director’s office or the fiduciary relationship it entails, unless the Director:

• (i) declares the Director’s interest in the matter as soon as practicable after the relevant facts come to the Director’s knowledge; and

• (ii) does not breach this Constitution or the Act in relation to the matter.

• (d) A general notice stating:

• (i) that the Director is an officer or member of a specified body corporate or firm; and

• (ii) the nature and extent of the Director’s interest in that body corporate or firm in a matter involving the Company and that body corporate or firm,

is sufficient declaration of the Director’s interest, provided the extent of that interest is at the time of first consideration of the matter by the Directors no greater than was stated in the notice.

• (e) Except as permitted by the Act and the Listing Rules, a Director must not:

• (i) participate in and vote at; or

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• (ii) be present while the matter is being considered,

at a meeting of the Directors at which there is considered any matter in which the Director has a direct or indirect material interest or any lesser interest.

• (f) Subject to compliance with this clause 15.6 and the Act, a Director who is interested in any contract or arrangement is not prevented from signing, affixing or witnessing the affixing of a seal to the document evidencing the contract or arrangement by virtue of that interest.

15.7 Alternate Directors and attendance by proxy

• (a) A Director may:

• (i) with the approval of a majority of the other Directors, appoint a person (whether a Member of the Company or not); or

• (ii) without the need for the approval of the other Directors, appoint another Director,

to be an alternate Director in the Director’s place during any period that the Director thinks fit.

• (b) An alternate Director is entitled to notice of meetings of the Directors and, if the appointor is not present at such a meeting, is entitled to attend, participate and vote in the Director’s stead.

• (c) An alternate Director may exercise all the powers and perform all the duties of the appointor, except the power to appoint an alternate Director. The exercise of any power by the alternate Director is as officer of the Company and not as agent of the appointor and the alternate Director is responsible to the Company for his or her own acts and omissions.

• (d) Where the alternate is another Director, that Director is entitled to cast a deliberative vote on the Director’s own account and on account of each person by whom the Director has been appointed as an alternate Director.

• (e) The appointment of an alternate Director:

• (i) may be terminated or suspended at any time by the appointor even if the period of the appointment of the alternate Director has not expired; and

• (ii) terminates automatically if the appointor vacates office as a Director.

• (f) An appointment or the termination or suspension of an appointment of an alternate Director is effected by delivery of a written notice signed by the appointor to the Company. Delivery may be by post, fax or electronic message.

• (g) Except for reimbursement of expenses in accordance with clause 13.4(e), an alternate Director is not entitled to receive additional remuneration for acting as alternate Director, except to the extent that the Directors otherwise determine. Any additional remuneration that is paid to an alternate Director must be deducted from the remuneration of the appointor.

• (h) An alternate Director is not taken into account in determining the number of Directors or rotation of Directors.

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• (i) A Director may attend and vote by proxy at any meeting of the Directors provided that such proxy is a Director of the Company and has been appointed in writing signed by the appointing Director. Such appointment may be general or for any particular meeting or meetings.

15.8 Vacancies

If the number of Directors is reduced below the minimum set by the Act:

• (a) for so long as their number is sufficient to constitute a quorum, the remaining Directors may act; and

• (b) if the number of remaining Directors is not sufficient to constitute a quorum, the remaining Director or Directors may act only for the purpose of increasing the number of Directors to the minimum number required under this Constitution to constitute a quorum or for calling a general meeting, but for no other purpose.

15.9 Committees

• (a) The Directors may delegate any of their powers to a committee or committees consisting of any number of them and such other persons as the Directors from time to time think fit.

• (b) A committee to which any powers have been delegated must exercise the delegated powers in accordance with any directions of the Directors. A power so exercised is taken to be exercised by the Directors.

• (c) Clauses 15.1, 15.2, 15.4 and 15.5 apply to any committee as if each reference in those clauses to the Directors was a reference to the members of the committee and each reference to a meeting of Directors were to a meeting of the committee.

• (d) Subject to clause 15.10(c), minutes of all the proceedings and decisions of every committee must be made, entered and signed in the same manner in all respects as minutes of proceedings of the Directors are required by the Act to be made, entered and signed.

15.10 Written resolutions

• (a) If a document:

• (i) states that the signatories to it are in favour of a resolution;

• (ii) sufficiently identifies the terms of the resolution; and

• (iii) is circulated to all Directors and is signed by all or a majority of the Directors entitled to vote on that resolution,

a resolution in those terms is taken to be passed at a meeting of the Directors held at the time when the document was signed by the last Director to do so.

• (b) For the purposes of clause 15.10(a):

• (i) two or more separate documents containing statements in identical terms each being signed by one or more Directors together are taken to constitute one document containing a statement in those terms signed by

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those Directors on the respective days on which they signed the separate documents;

• (ii) a reference to all the Directors does not include a reference to an alternate Director whose appointor has signed the document, but an alternate Director may sign the document in the place of the appointor; and

• (iii) a signed document may be transmitted to the Company by facsimile or electronic message which is expressed to be sent by or on behalf of a Director or alternate Director. The document is taken to be signed by that Director or alternate Director at the time of receipt of the facsimile or electronic message by the Company in legible form.

• (c) Where a committee consists of one Director only, a document signed by that Director and recording a decision of the committee is valid and effective as if it were a decision made at a meeting of that committee and that document constitutes a minute of that decision.

15.11 Minutes

Minutes of Directors' meetings and resolutions passed by Directors without a meeting must be kept in accordance with clause 12.24.

15.12 Defects in appointments

• (a) All acts done by any meeting of the Directors, committee of Directors, or person acting as a Director are as valid as if each person was duly appointed and qualified to be a Director or a member of the committee.

• (b) Clause 15.12(a) applies even if it is afterwards discovered that there was some defect in the appointment of a person to be a Director or a member of a committee or to act as a Director or that a person so appointed was disqualified.

16. Managing Director

16.1 Power to appoint Managing Director

• (a) The Directors may appoint a Director to the office of Managing Director for the period and on the terms they think fit, including the grant of power for the Managing Director to delegate all or part of his or her authorities to another Director during any temporary absence. Subject to the terms of any agreement entered into in a particular case, the Directors may at any time revoke any appointment of a Managing Director.

• (b) The Managing Director’s appointment automatically terminates if the Managing Director ceases for any reason to be a Director.

• (c) Subject to clause 16.1(a), clause 13.3 does not apply to a Managing Director.

16.2 Delegation of powers to Managing Director

• (a) The Directors may, on the terms and conditions and with any restrictions as they think fit, confer on the Managing Director any of the powers exercisable by them.

• (b) Any powers so conferred may be concurrent with the powers of the Directors.

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• (c) The Directors may at any time withdraw or vary any of powers conferred on the Managing Director under clause 16.2(a).

17. Secretaries and other officers

17.1 Secretaries

• (a) There must be at least 1 Secretary in office at all times. A Secretary of the Company holds office on the terms and conditions, as to remuneration and otherwise, as the Directors decide.

• (b) The Directors may at any time terminate the appointment of a Secretary.

17.2 Other officers

• (a) The Directors may from time to time:

• (i) create any other position or positions in the Company with the powers and responsibilities as the Directors may from time to time confer; and

• (ii) appoint any person, whether or not a Director, to any position or positions created under clause 17.2(a)(i).

• (b) The Directors at any time may terminate the appointment of a person holding a position created under clause 17.2(a)(i) and may abolish the position.

18. Execution of documents

• (a) The Company may execute documents in any way permitted by Law.

• (b) If the Company has a seal, it may execute documents by affixing the seal to the document where the affixing of the seal is witnessed by:

• (i) 2 Directors of the Company; or

• (ii) at least 1 Director and a Secretary or a person authorised by the Directors to witness the affixing of the seal.

• (c) The Company may have a common seal, a duplicate common seal and one or more other seals for specific purposes, each appropriately identified on its face.

• (d) A seal may be used only by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the seal.

19. Inspection of records

19.1 Inspection of records

• (a) The Directors may, subject to the Act, decide whether and to what extent, at which time and places and under what conditions, the accounting and other books and records of the Company will be open to inspection by Members.

• (b) A Member other than a Director has no right to inspect any document of the Company except as provided by Law or as authorised by the Directors.

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20. Dividends, reserves and distributions

20.1 Power to pay Dividends

• (a) Subject to the Act and to any special rights or restrictions attached to any Shares, the Directors may resolve to:

• (i) pay any Dividend they think appropriate; and

• (ii) fix the time for payment.

• (b) The Company must not pay interest on unpaid Dividends.

20.2 Crediting of Dividends

• (a) Subject to any special rights or restrictions attached to any Shares and clause 8.1(c), every Dividend:

• (i) must be paid equally on all fully paid Shares (which were fully paid for the entire period to which the Dividend relates); and

• (ii) for all partly paid Shares and Shares which were not fully paid for the entire period to which the Dividend relates, must be apportionable and paid proportionately to the amounts paid for the Shares during any part or parts of the period in respect of which the Dividend is paid.

• (b) Unless the Directors decide otherwise, an amount paid on a Share in advance of a call is not taken for the purposes of clause 20.2(a) to be paid on the Shares.

• (c) Subject to any special rights or restrictions attached to any Shares, the Directors may from time to time resolve that Dividends are to be paid out of a particular source or particular sources, and where the Directors so resolve, they may, in their absolute discretion:

• (i) allow any Member to elect from which specified sources that particular Member’s Dividend may be paid by the Company; and

• (ii) where such elections are permitted and a Member fails to make such an election, the Directors may, in their absolute discretion, identify the particular source from which Dividends are payable.

20.3 Reserves

• (a) The Directors at their discretion may, at any time, set aside out of the profits of the Company as reserves any sums as they think proper, which sums may be applied for any proper purpose.

• (b) The reserves may either be employed in the business of the Company or be placed in any investments as the Directors decide.

• (c) The Directors may, without placing them to any reserve, carry forward any profits which they may think prudent not to distribute by way of Dividend.

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20.4 Deduction of unpaid amounts

The Directors may deduct from any Dividend payable to a Member all sums of money presently payable by the Member to the Company on account of calls or otherwise in relation to Shares in the Company.

20.5 Distribution in kind

• (a) The Directors may by resolution, direct payment of any Dividend wholly or partly by the distribution of specific assets, including, without limitation, paid up Shares in the Company or other securities or debentures of the Company or any other body corporate.

• (b) Where a difficulty arises in regard to a distribution under clause 20.5(a) the Directors may:

• (i) settle the matter as they think fit and fix the value for distribution of the specific assets or any part of those assets;

• (ii) decide that cash payments are to be made to any Member or Members on the basis of the value so fixed in order to adjust the rights of all parties; or

• (iii) vest any specific assets in trustees.

20.6 Payment of distributions

• (a) Any Dividend, interest or other money payable in cash in respect of Shares may be paid, at the Directors discretion and at the sole risk of the intended recipient:

• (i) by cheque sent through the post directed to:

  • (A) the address of the Member as shown in the Register or, in the case of joint holders, to the address shown in the Register as the address of the joint holder first named in that Register; or

  • (B) to any other address as the Member or joint holders in writing directs or direct; or

• (ii) by electronic funds transfer to an account with a bank or other financial institution nominated in writing by the Member and acceptable to the Company; or

• (iii) by any other means determined by the Directors.

• (b) The Directors may decide to use different payment methods for different Members.

• (c) Subject to the Act, all unclaimed Dividends may be invested or otherwise used by the Directors for the benefit of the Company until claimed, or may be disposed of according to Law.

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21. Capitalisation of profits

21.1 Capitalisation

The Directors may resolve:

• (a) to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account, profit and loss account or otherwise available for distribution to Members; and

• (b) that the sum be applied, in any of the ways mentioned in clause 21.2, for the benefit of Members in full satisfaction of their interest in the capitalised sum, in the proportions to which those Members would have been entitled in a distribution of that sum by way of Dividend or, if there is no such proportional entitlement, as the Directors determine.

21.2 Manner in which sums applied

The ways in which a sum may be applied for the benefit of Members under clause 21.1(b) are:

• (a) in paying up any amounts unpaid on the Shares held by the Members;

• (b) in paying up in full unissued Shares or debentures or debenture stock to be issued to Members as fully paid;

• (c) partly as mentioned in clause 21.2(a) and partly as mentioned in clause 21.2(b);

• (d) in accordance with any bonus share plan adopted by the Company; or

• (e) any other application permitted by the Act.

21.3 Participation by holders of partly paid shares

Where the conditions of issue of a partly paid share so provide, the holder may participate in any application of a sum under clause 21.2 to a greater extent than would have been the case had those funds been distributed by Dividend, but not to any greater extent than permitted by the terms of issue.

21.4 Powers of Directors

The Directors must do all things necessary to give effect to a resolution referred to in clause 21.1 and, in particular, to the extent necessary to adjust the rights of the Members amongst themselves, may:

• (a) fix the value for distribution of the specific assets or any part of those assets;

• (b) make cash payments in cases where Shares or debentures or debenture stock become issuable in fractions, or determine that fractions may be disregarded;

• (c) vest any cash or specific assets in trustees on trust for the persons entitled as they think fit; or

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• (d) authorise any person to make an agreement with the Company on behalf of all the Members entitled to any further Shares or debentures or debenture stock on the capitalisation providing for:

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

• (ii) the payment by the Company on their behalf of all or any part of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised,

and any agreement made under that authority is effective and binding on all the Members concerned.

22. Dividend reinvestment and Share plans

22.1 Directors may establish plans for Members

The Directors may establish one or more plans under which each participating Member may elect, as provided in the plan:

• (a) that Dividends to be paid in respect of some or all of the Shares from time to time held by the Member may be satisfied by the issue of fully paid ordinary Shares;

• (b) that Dividends are not to be determined or paid in respect of some or all of the Shares from time to time held by the Member, but that the Member is to receive fully paid ordinary Shares or some other form of distribution as the Directors determine; or

• (c) such other options as the Directors consider appropriate,

and the Directors may vary, suspend or terminate any such plan.

22.2 Implementing plans

Any such plan has effect in accordance with its terms and the Directors may do all things necessary and convenient for the purpose of implementing the plan, including, subject to applicable Law, making each allotment of Shares and each necessary appropriation, capitalisation, application, payment and distribution of funds.

22.3 Where not all Members or holders participate

For the purpose of giving effect to any such plan, the appropriations, capitalisations, applications, payments and distributions authorised by clause 22.2 may be made and the powers of the Directors under this clause 22 may be exercised (with such adjustments as may be required) even if only some of the Members or holders of Shares of any class participate.

22.4 Information and advice to Members

• (a) In offering opportunities to Members to participate in any such plan, the Directors may give such information as in their opinion may be useful to assist Members in assessing the opportunity.

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• (b) The Directors, the Company and its officers are not responsible for, nor are they obliged to provide, any legal, taxation or financial advice in respect of the choices available to Members.

22.5 Limit on Directors' obligations

The Directors are under no obligation:

• (a) to admit any Member as a participant in any such plan; nor

• (b) to comply with any request made by a Member who is not admitted as a participant in any such plan.

22.6 Share incentive plans

• (a) The Board may establish share incentive plans on the terms that they decide, under which securities of the Company or of a related body corporate are issued to, or held for the benefit of, any Directors (including non executive Directors) or senior executives of the Company, or any employees of the Company or of a related body corporate.

• (b) Subject to the discretion of the Board, the rules of the share incentive plan and applicable Law, securities may be issued to or held for the benefit of a nominee with which a Director, senior executive or employee is associated.

• (c) The Board may amend, suspend or terminate a share incentive plan at any time.

22.7 Duties and powers of Directors

In establishing and maintaining any plan, the Directors must act in accordance with the provisions of this Constitution and may exercise all or any of the powers conferred upon them by the terms of any such plan, by this Constitution or by the Act.

23. Notices

23.1 How notice to be given

• (a) A Member may, by written notice to the Secretary left at or sent to the Registered Office, require that all notices to be given by the Company or the Directors be served on the Member’s representative at an address specified in the notice.

• (b) A notice may be given by the Company to any Member by:

• (i) serving it on the Member personally;

• (ii) post, either by:

  • (A) properly addressing, prepaying and posting the notice to the Member or leaving it at the Member’s address as shown in the Register or the address supplied by the Member to the Company for the giving of notices; or

  • (B) subject to the Act, properly addressing, prepaying and posting to the Member, or leaving at the Member’s address as shown in the Register or the address supplied by the Member to the Company for

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the giving of notices, a letter, postcard or other document setting out a URL from which the notice can be viewed or downloaded ( Notification );

• (iii) serving it in any manner contemplated in this clause 23.1 on a Member’s representative as specified by the Member in a notice given under clause 23.1(a);

• (iv) facsimile transmission to the facsimile number supplied by the Member to the Company for the giving of notices;

• (v) sending it by email to an email address nominated by the Member;

• (vi) sending it via any other electronic means permitted by the Act and nominated by the Member for the giving of notices, including providing an electronic link to the notice; or

• (vii) giving it by any other means permitted or contemplated by this clause 23 or the Act.

23.2 When notice is given

A notice is deemed to be given by the Company and received by the Member:

• (a) if delivered in person, when delivered to the Member;

• (b) if posted, on the day after the date of posting to the Member, whether delivered or not;

• (c) if sent by facsimile transmission, on the day after the date of its transmission;

• (d) if sent by email or other electronic means, on the day after the date of its transmission;

• (e) if given in accordance with clause 23.1(b)(ii)(B), on the day after the date of posting the Notification to the Member, whether delivered or not; or

• (f) subject to the Act, if it is made available for viewing and downloading on the Company’s website and/or the ASX Market Announcements Platform, on the day the notice becomes available for viewing and downloading by the Member,

but if the delivery or receipt is on a day which is not a Business Day or is after 4.00 pm (addressee's time), it is deemed to have been received at 9.00 am (addressee's time) on the next Business Day.

23.3 Notice of general meeting

• (a) Notice of every general meeting must be given in the manner authorised by clause 23.1:

• (i) subject to clause 24.1, to every Member and Director;

• (ii) to every person entitled to a Share in consequence of the death, mental incapacity or bankruptcy of a Member who, but for the death or bankruptcy, would be entitled to receive notice of the meeting; and

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• (iii) to any auditor of the Company.

• (b) No other person is entitled to receive notice of general meeting.

23.4 No notice if no valid address

If:

• (a) any Member has not provided to the Registered Office an address for registration in the Register; or

• (b) the Company believes that a Member is not known at the address registered in the Register,

unless and until the Member provides a valid address to the Registered Office, all notices to be sent to that Member are taken to be given to the Member if the notice is displayed at the Company's Registered Office for 48 hours, and are taken to be served at the commencement of that period.

24. Joint holders

24.1 Notice to be given by joint holders

Joint holders of a Share must give to the Company notice of:

• (a) a single address for the purpose of all notices to be given by the Company under clause 23.1, and for the payment of Dividends and the making of distributions in accordance with this Constitution; and

• (b) a single account for the payment of money by electronic funds transfer in accordance with clause 20.6(a)(ii), if so desired, in respect of that Share.

24.2 Effect of giving notice

Where the Company receives notice under clause 24.1, the giving of notice, the payment of Dividends or the making of distributions, to the address or account so notified is deemed given, paid or made to all joint holders of the relevant Share.

24.3 Failure to give notice

Where joint holders of a Share fail to give notice to the Company in accordance with clause 24.1, the Company may give notice, pay Dividends and make distributions to the address of the joint holder whose name first appears in the Register.

24.4 Receipts

Any of the joint holders of a Share may give effective receipt for all Dividends and payments in respect of the Share.

25. Winding up

25.1 Where assets insufficient to repay paid up capital

If the Company is wound up and the assets available for distribution among the Members are insufficient to repay the whole of the paid up capital, the assets must be distributed

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so that, as nearly as may be, the losses are borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the Shares held by them respectively.

25.2 Where assets sufficient to repay paid up capital

If, in a winding up, the assets available for distribution among the Members are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess must be distributed among the Members in proportion to the capital at the commencement of the winding up paid up, or which ought to have been paid up, on the Shares held by them respectively.

25.3 Powers of liquidator

If the Company is wound up, the liquidator may:

• (a) with the sanction of a special resolution, divide among the Members in kind the whole or any part of the property of the Company;

• (b) for that purpose set a value as the liquidator considers fair on any property to be so divided; and

• (c) decide how the division is to be carried out as between the Members or different classes of Members.

25.4 Vesting of property in trustees

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

26. Indemnity and insurance

26.1 Definition

In this clause Officer has the meaning given in section 9 of the Act.

26.2 Company must indemnify Officers

To the full extent permitted by Law and without limiting the powers of the Company, the Company may indemnify any person who is or has been an Officer of the Company, or of a related body corporate of the Company against all losses, liabilities, damages, costs, charges and expenses of any kind incurred by the Officer as an officer of the Company or of a related body corporate.

26.3 Documentary indemnity and insurance policy

To the extent permitted by the Act and any applicable Law and without limiting the powers of the Company, the Directors may authorise the Company to, and the Company may, enter into any:

• (a) documentary indemnity in favour of; or

• (b) insurance policy for the benefit of,

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a person who is, or has been, an Officer of the Company or of a related body corporate of the Company, which indemnity or insurance policy may be in such terms as the Directors approve and, in particular, may apply to acts or omissions prior to or after the time of entering into the indemnity or policy.

27. Restricted Securities

27.1 Definitions

In this clause 27, “ dispose ” (and any other grammatical forms of it) and “ restriction deed ” have the meaning given by the Listing Rules.

27.2 Compliance with Listing Rules

During the escrow period applicable to any Restricted Securities, the holder of those Restricted Securities must not dispose of, or agree or offer to dispose of, those Restricted Securities, except as permitted by the Listing Rules or by ASX.

27.3 Disposals during escrow period

The Company will refuse to acknowledge a disposal of Restricted Securities (including registering a transfer of any Restricted Securities) during the escrow period relating to the Restricted Securities except as permitted by the Listing Rules or by ASX.

27.4 Holding Lock

If the Restricted Securities are in the same class as quoted securities, a holder of Restricted Securities 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 the Restricted Securities.

27.5 Consequences in the event of breach

For the duration of a breach by a holder of Restricted Securities of a restriction deed or a provision of this Constitution restricting the disposal of those Restricted Securities, the holder will not be entitled to:

• (a) any Dividend or distribution; or

• (b) exercise any voting rights,

in respect of those Restricted Securities.

28. Disclosure of interests in Shares

At all times when the Company's Shares are admitted to trading on the AIM, the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules Sourcebook Chapter DTR 5, as amended or replaced from time to time, (" DTR 5 "), governing the disclosure of interests in shares in the United Kingdom to, and the announcement of such information by, issuers who have their registered office in the United Kingdom, shall be deemed to be incorporated into this Constitution and shall bind the Company and the Members as if the Company were an “issuer” (and not a “non-UK issuer”) as such terms are defined in DTR 5, and accordingly each Member must notify the Company of the percentage of its voting rights he holds as shareholder (as such term is defined in DTR 5) or holds or is deemed to hold through his direct or indirect holding of

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financial instruments falling within DTR 5 (or a combination of such holdings) where such percentage reaches, exceeds or falls below a threshold specified in DTR 5 in accordance with the requirements of DTR 5 and so as to enable the Company to announce such information without delay in compliance with its obligations under the AIM Rules for Companies.

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Need assistance?

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YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:00am (AEDT) on Wednesday, 5 February 2025.

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APPOINTMENT OF PROXY

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

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

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

Lodge your vote online at

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A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

315010_0_COSMOS_Sample_Proxy/000001/000001/i

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

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Wellnex Life Limited hereby appoint

the Chairman OR of the Meeting

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Wellnex Life Limited to be held at Suite 72, Level 3, Building 2, 574 Plummer Street, Port Melbourne, VIC 3207 on Friday, 7 February 2025 at 11:00am (AEDT) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

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

For Against Abstain Resolution 1 Amendment of Company Constitution Resolution 2 Ratification of issue of Shares to Acorn Managed Investments Pty Ltd Resolution 3 Ratification of issue of Shares to Sophisticated Investors of Barclay Pearce Capital Resolution 4 Approval of issue of Shares to Reach Wholesale Nominees Pty Ltd Resolution 5 Approval of issue of Shares to advisors post AIM Admission Resolution 6 Approval of issue of Attaching Options to Pearl Funds Management Pty Ltd Resolution 7 Approval of issue of Shares to Homart Group Pty Ltd

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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