ANZ Group Holdings Limited(ACN 659 510 791)

Proposed Constitution

Constitution proposed to be adopted at the Extraordinary General Meeting held on 15 December
2022

ANZ Group Holdings Limited(ACN 659 510 791)
Level 9, 833 Collins Street
Docklands Victoria 3008 Australia
www.anz.com

CONTENTS
1.

PRELIMINARY

11.1

Replaceable rules

1

1.2

Definitions

1

1.3

Interpretation of this constitution

3

2.

LISTING RULES AND THE CORPORATIONS ACT

4

3.

DIRECTORS

4

3.1

Number of Directors

4

3.2

Appointment by the Board

4

3.3

Election by general meeting5

3.4

Eligible candidates

5

3.5

Retirement of Directors

5

3.6

Selection of Directors to retire

6

3.7

Time of retirement

6

3.8

Cessation of Director's appointment

6

3.9

Removal from office

6

3.10

Too few Directors

6

4.

5.

ALTERNATE DIRECTORS

7

4.1

Appointment of Alternates

7

4.2

Notice of Board meetings

7

4.3

Obligations and entitlements of Alternates7

4.4

Termination of appointment

7

4.5

Appointments and revocations in writing

8

POWERS OF THE BOARD

8

5.1

Powers generally

8

5.2

Exercise of powers

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5.3
6.

7.

8.

9.

10.

11.

Sale of main undertaking

8

EXECUTING NEGOTIABLE INSTRUMENTS

8

6.1

Board's powers

8

MANAGING DIRECTOR

8

7.1

Appointment and power of Managing Director

8

7.2

Retirement and removal of Managing Director

97.3

Multiple Managing Directors

9

7.4

Termination of appointment of Managing Director

9

DELEGATION OF BOARD POWERS

10

8.1

Delegation to committee or attorney

10

8.2

Terms of delegation

10

8.3

Powers of attorney

10

8.4

Proceedings of committees

10

DIRECTOR'S DUTIES AND INTERESTS

10

9.1

Scope of Directors' duties

10

9.2

Declaration of interests

11

9.3

Director interested in a matter

11

9.4

Agreements with third parties

11

9.5

Obligation of secrecy

12

DIRECTORS' REMUNERATION

12

10.1

Remuneration of Executive Directors

12

10.2

Remuneration of non-executive Directors

12

10.3

Additional Remuneration for extra services

13

10.4

Expenses of Directors

13

10.5

Directors' retirement benefits

13

OFFICERS' INDEMNITY AND INSURANCE

13

11.1

13

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Indemnity

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12.

13.

11.2

Insurance

14

11.3

Former officers

14

11.4

Deeds

14

11.5

No limitation on other rights

14

BOARD MEETINGS

14

12.1

Convening Board meetings

14

12.2

Notice of Board meeting

15

12.3

Use of technology

15

12.4

Chairing Board meetings

15

12.5

Quorum16

12.6

Majority decisions

16

12.7

Procedural rules

16

12.8

Written resolutions

16

12.9

Additional provisions concerning written resolutions

16

12.10 Valid proceedings

17

MEETINGS OF MEMBERS

17

13.1

Annual general meeting

17

13.2

Calling meetings of members

17

13.3

Notice of meeting

18

13.4

Postponement or cancellation

18

13.5

Content of notice of meeting

18

13.6

Chairperson's powers at a meeting of members

18

13.7

Fresh notice

19

13.8

Notice to joint holders of shares

19

13.9

Technology

19

13.10 Admission to general meetings20

13.11 Accidental omission

20

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15.

16.

13.12 Class meetings

20

PROCEEDINGS AT MEETINGS OF MEMBERS

20

14.1

Member present at meeting

20

14.2

Quorum21

14.3

Quorum not present

21

14.4

Chairing meetings of members

21

14.5

Attendance at meetings of members

21

14.6

Members rights suspended while call unpaid

22

14.7

Right of auditor to attend meetings

22

14.8

Adjournment

22

14.9

Business at adjourned meetings

22

PROXIES, ATTORNEYS AND REPRESENTATIVES

23

15.1

Appointment of a proxy

23

15.2

Appointment of an attorney

23

15.3

Appointment of a corporate representative

23

15.4

Deposit of proxy forms and powers of attorney

23

15.5

Evidence of proxy forms, powers of attorney and other appointments

24

15.6

Standing appointments

25

15.7

Suspension of proxy or attorney's powers if member present

25

15.8

Priority of conflicting appointments of attorney or representative

25

15.9

More than 2 current proxy appointments

25

15.10 Continuing authority

25

15.11 Joint holders

26

ENTITLEMENT TO VOTE

26

16.1

Determining voting entitlements

26

16.2

Number of votes

26

16.3

No casting vote of chairperson

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17.

18.

19.

20.

21.

16.4

Votes of joint holders

27

16.5

Votes of transmittees and guardians

27

16.6

Voting restrictions

27

16.7

Decision on right to vote

27

HOW VOTING IS CARRIED OUT

28

17.1

Method of voting

28

17.2

Demand for a poll

28

17.3

When and how polls must be taken

28

17.4

Suspension of proceedings

29

17.5

Board may determine Direct Voting to apply

29

17.6

Direct Votes count on a poll

29

17.7

Withdrawal of Direct Vote

30

17.8

Vote not affected by death, etc. of member

30

SECRETARY

30

18.1

Terms and conditions of office

30

18.2

Removal from office30

MINUTES31

19.1

Minutes must be kept

31

19.2

Minutes as evidence

31

19.3

Inspection of minute books

31

COMPANY SEALS

31

20.1

Common seal

31

20.2

Use of seals

31

20.3

Fixing seals to documents

31

ACCOUNTS AND AUDIT

32

21.1

Company must keep accounts

32

21.2

Financial reporting

32

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23.

24.

25.

21.3

Audit

32

21.4

Conclusive reports

32

21.5

Inspection of financial records and books

32

SHARES

32

22.1

Issue at discretion of Board

32

22.2

Preference and redeemable preference shares

32

22.3

Restrictions on issue

33

22.4

Brokerage and commissions

33

22.5

Surrender of shares

33

22.6

Variation of rights

33

PREFERENCE SHARES

34

23.1

Rights attaching to preference shares

34

23.2

Dividend rights

34

23.3

Priority as to payment of dividends

34

23.4

Notices and reports

35

23.5

Voting rights

35

23.6

Non-cumulative preference shares

36

23.7

Redeemable preference shares

37

23.8

Conversion

38

23.9

Variation of rights

38

23.10 Priority in winding up

38

CERTIFICATES

38

24.1

Uncertificated securities

38

24.2

Certificated shares

38

24.3

Multiple certificates and joint holders

39

24.4

Lost and worn out certificates

39

REGISTER

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26.

27.

25.1

Joint holders

39

25.2

Non-beneficial holders

39

25.3

Branch register

40

PARTLY PAID SHARES

40

26.1

Fixed instalments

40

26.2

Pre-payment of calls

40

26.3

Calls made by Board

40

26.4

Notice of call

40

26.5

Classes of shares

41

26.6

Obligation to pay calls

41

26.7

Called Amounts

41

26.8

Proof of call

41

26.9

Forfeiture notice41

26.10 Forfeiture42

26.11 Disposal and re-issue of forfeited shares

42

26.12 Notice of forfeiture42

26.13 Cancellation, exemption or waiver of forfeiture42

26.14 Effect of forfeiture42

26.15 Application of proceeds

4326.16 Title of new holder

43

26.17 Mortgage of uncalled capital

43

COMPANY LIENS

43

27.1

Existence of liens

43

27.2

Sale under lien

43

27.3

Protection of lien

44

27.4

Indemnity for payments required to be made by the Company

44

27.5

Exemption and waiver44253484837.03

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28.

29.

30.

DIVIDENDS

45

28.1

Accumulation of reserves

45

28.2

Payment of dividends

45

28.3

Amount of dividend

45

28.4

Prepayments, payments during dividend period and credits without
payment

46

28.5

Dividends in kind

46

28.6

Source of dividends

47

28.7

Method of payment

47

28.8

Joint holders' receipt

47

28.9

Retention of dividends by Company

47

28.10 Reinvestment of unclaimed dividends

48

28.11 No interest on dividends

48

TRANSFER OF SHARES

48

29.1

Mode of transfer

48

29.2

Market obligations

49

29.3

Transfer by written document

49

29.4

Fee for registration of a transfer of shares

49

29.5

Verification of instrument authenticity

49

29.6

Restricted securities

49

29.7

Refusal to register transfer

50

29.8

Transferor remains holder until transfer registered

50

29.9

Powers of attorney

51

TRANSMISSION OF SHARES

51

30.1

Death of joint holder

51

30.2

Death of single holder

51

30.3

Transmission of shares on insolvency or mental incapacity

51

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30.4
31.

32.

33.

34.

35.

Refusal to register holder

52

NON-MARKETABLE PARCELS

52

31.1

Board power of sale

52

31.2

Sale with notice

52

31.3

Divestment without notice

53

31.4

Terms of sale

53

31.5

Share transfers

53

31.6

Application of proceeds

53

31.7

Protections for transferee

54

31.8

Rights to vote suspended

54

ALTERATION OF SHARE CAPITAL

54

32.1

Capitalisation of profits

54

32.2

Adjustment of capitalised amounts

54

32.3

Conversion of shares

55

32.4

Adjustments on conversion

55

32.5

Reduction of capital

55

32.6

Distribution of securities in another corporation

55

CURRENCY FOR PAYMENTS

56

33.1

Board may decide currency

56

33.2

Conversion to Australian dollars

56

33.3

Preference shares

56

WINDING UP

56

34.1

Entitlement of members

56

34.2

Distribution of assets generally

56

34.3

No distribution of liabilities

57

34.4

Distribution not in accordance with legal rights

57

NOTICES253484837.03

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35.1

Notices by Company

57

35.2

Overseas members

57

35.3

When notice is given

57

35.4

Notice to joint holders

58

35.5

Counting days

58

35.6

Notices to "lost" members

58

36.

UNCLAIMED MONEY

58

37.

JURISDICTION AND ENFORCEABILITY

59

37.1

Submission to jurisdiction

59

37.2

Prohibition and enforceability

59

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ANZ Group Holdings Limited(ACN 659 510 791)
CONSTITUTION
1.

PRELIMINARY

1.1

Replaceable rules
The replaceable rules referred to in the Corporations Act do not apply to the Company andare replaced by the rules set out in this constitution.

1.2

Definitions
The following definitions apply in this constitution.
"Alternate" means an alternate Director appointed under rule 4.1.
“applicable law” includes the Corporations Act, the Banking Act, the Listing Rules andany regulatory requirement or standard made in accordance with such legislation
applicable to the Company.
"Appointor" in relation to an Alternate, means the Director who appointed the Alternate.
"ASX" means ASX Limited (ABN 98 008 624 691).
"ASX Settlement Rules" means the operating rules of ASX Settlement Pty Limited (ABN
49 008 504 532) and, to the extent they are applicable, the operating rules of each of ASX
and ASX Clear Pty Limited (ABN 48 001 314 503).
"Banking Act" means the Banking Act 1959 (Cth).
"Board" means the Directors acting collectively under this constitution.
"business day" has the meaning given by the Listing Rules.
"Called Amount" in respect of a share means:(a)the amount of a call on that share which is due and unpaid; and(b)

any amount the Board requires a member to pay under rule 26.7.

"Chief Executive Officer" means a Managing Director if appointed under rule 7.1.
“child entity” has the meaning given by the Listing Rules.
"Company" means ANZ Group Holdings Limited (ACN 659 510 791), whatever its nameis for the time being.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Direct Vote" means a vote on a resolution delivered to the Company (including by post

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2.
or by electronic means) following a determination by the Board under rules 17.5 to 17.8
inclusive and in accordance with those rules (including any regulations made under rule17.5 by the Board).
"Director" means a person who is, for the time being, a director of the Company
including, where appropriate, an Alternate.
"dividend" includes a bonus.
"Executive Director" means a Director who is an employee of the Company or asubsidiary or acts in an executive capacity for the Company or a subsidiary under acontract for services and includes a Managing Director.
"Interest Rate" means, in respect of each rule in which that term is used:(a)the rate for the time being prescribed by the Board in respect of that rule; or(b)

if no rate is prescribed, the rate 2% above the rate for the time being fixed under the
Penalty Interest Rates Act 1983 (Vic).

"Listing Rules" means the listing rules of the ASX as they apply to the Company for thetime being, as waived or modified in respect of the Company in any particular case.
"Managing Director" means a managing director appointed under rule 7.1, by any title
approved by the Board (including the title Chief Executive Officer).
"member" means a person whose name is entered in the Register as the holder of a share.
"Non-marketable Parcel" means a parcel of shares of a single class registered in the same
name or the same joint names which is less than:(a)the number that constitutes a marketable parcel of shares of that class under the
Listing Rules; or(b)subject to the Corporations Act, the Listing Rules and the ASX Settlement Rules,
any other number determined by the Board from time to time.

"ordinary resolution" means a resolution of members other than a special resolution.
"Register" means the register of members kept under the Corporations Act and, if
appropriate, includes a branch register of members.
"Remuneration" in relation to a Director (other than an Executive Director):(a)includes salary, bonuses, fringe benefits and superannuation contributions provided
by the Company;(b)

includes fees for acting as a Director of the Company or any child entity (including
attending and participating in any board committee meetings where the Board has
not made a determination otherwise under rule 10.3); and253484837.03

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(c)

excludes a payment made as compensation for loss of office or in connection withretirement from office, additional amounts payable under rules 10.3 and 10.4,
securities issued to a Director under the Listing rules with the approval of members,
and an insurance premium paid by the Company or indemnity under rule 11.

"Secretary" means, during the term of that appointment, a person appointed as a secretaryof the Company in accordance with this constitution.
"special resolution" has the meaning given by the Corporations Act.
"Voting Member" in relation to a general meeting, or a meeting of a class of members,means a member who has the right to be present, and to vote on, at least 1 item of businessto be considered at the meeting.
1.3

Interpretation of this constitution
Headings and marginal notes are for convenience only, and do not affect interpretation.
The following rules also apply in interpreting this constitution, except where the context
makes it clear that a rule is not intended to apply.
(a)

A reference to:(i)legislation (including subordinate legislation), the Listing Rules or the ASX
Settlement Rules is to that legislation or those rules as:(A)amended, modified or waived in relation to the Company; or(B)re-enacted, amended or replaced,

and includes any subordinate legislation or rules issued under thatlegislation or those rules;(ii)

a document or agreement, or a provision of a document or agreement, is tothat document, agreement or provision as amended, supplemented, replacedor novated;(iii)

a person includes any type of entity or body of persons, whether or not it isincorporated or has a separate legal identity, and any executor, administrator
or successor in law of the person; and(iv)

anything (including a right, obligation or concept) includes each part of it.

(b)

A singular word includes the plural, and vice versa.

(c)

A word which suggests 1 gender includes the other genders.

(d)

If a word is defined, another part of speech has a corresponding meaning.

(e)

If an example is given of anything (including a right, obligation or concept), theexample does not limit the scope of that thing.

(f)

The word "agreement" includes an undertaking or other binding arrangement or

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understanding, whether or not in writing.
(g)

A power to do something includes a power, exercisable in the like circumstances torevoke or undo it.

(h)A reference to a power is also a reference to authority or discretion.

(i)

A reference to something being "written" or "in writing" or "printed" includes
that thing being:

(j)

(k)
2.

(i)

represented or reproduced in any mode in a visible form (including
electronically); or(ii)

communicated in any other manner approved by the Board from time totime.

Where:(i)an expression in a rule deals with a matter which is dealt with by a provisionof the Corporations Act, the Banking Act, the Listing Rules or the ASX
Settlement Rules, that expression has the same meaning in this constitution
as in that provision; and(ii)

subject to paragraph (i), an expression in a rule that is defined in section 9 of
the Corporations Act has the same meaning in this constitution as in that
section.

A reference to a Chapter, Part, Division or section is a reference to a Chapter, Part,
Division or section of the Corporations Act.

LISTING RULES AND THE CORPORATIONS ACT
If, and to the extent the Listing Rules or the Corporations Act are inconsistent with thisconstitution, the Listing Rules or the Corporations Act (as applicable) prevail.

3.

DIRECTORS

3.1

Number of Directors
The Board may decide the number of Directors (not counting Alternates) but that number
must be not less than 5. The maximum number must not be more than 15 or any lower
number that the Board decides.

3.2

Appointment by the Board
Subject to applicable law, this constitution and to the number of Directors for the time
being fixed under rule 3.1 not being exceeded, the Board may appoint a person to be a
Director at any time. Any Director so appointed automatically retires at the next annual
general meeting and, subject to rule 3.4, is eligible for election by that general meeting.

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3.3

3.4

Election by general meeting(a)

Subject to this constitution, applicable law and to the number of Directors for thetime being fixed under rule 3.1 not being exceeded, the Company may electDirectors by ordinary resolution.

(b)

If a person is elected as a Director and the person is not permitted under applicablelaw to be or act as a Director on the date of their election, the person starts to holdoffice as a Director only upon the person becoming, within 90 days after the date of
their election (or such longer period as the Board may allow having regard to any
requirements of the Australian Prudential Regulation Authority or other relevant
regulator), permitted by applicable law to be and act as a Director. Otherwise, that
person is treated as never having been elected.

(c)Without limiting paragraphs (a) and (b), a person who is prohibited from being or
acting as an "accountable person", or who is disqualified from being a Director,
under the Banking Act is taken not to be permitted under applicable law to be or act
as a Director unless and until the person is permitted under the Banking Act to be
and act as an accountable person or ceases to be so disqualified, as the case may be.

Eligible candidates
The Company in general meeting cannot validly appoint a person as a Director unless:

3.5

(a)

the person retires under rules 3.2 or 3.5 and seeks election or re-election (and theBoard has recommended the person’s election or re-election to members); or(b)

the Board recommends the appointment; or(c)at least 45 business days (or any other period fixed by the Board and notified toASX) before the date of the meeting at which the election is to occur, unless the
Listing Rules otherwise require, the Company receives at its registered office both:(i)a nomination of the person by a member (who may be the person); and(ii)

a consent to act as a Director signed by the person.

Retirement of Directors(a)A Director must retire from office at the third annual general meeting after the
Director was elected or last re-elected.

(b)

A Director may elect to retire and seek re-election at an annual general meeting
before the time required by rule 3.5(a), provided at least 45 business days (or any
other period as the Board may determine) before the annual general meeting the
Director has given the Board notice of their intention to do so. If the Director gives
such a notice, the Director must then retire from office at the relevant annual
general meeting.

(c)An election of Directors must be held at each annual general meeting. If noelection of Directors is scheduled to occur at an annual general meeting under

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rule 3.2, 3.5(a) or 3.5(b), then 1 Director must retire from office at the annual
general meeting.

3.6

(d)

None of rules 3.2, 3.5(a), 3.5(b) and 3.5(c) applies to the Managing Director (or if
there is more than 1, the 1 (if any) nominated under rule 7.3(a)) and Alternates.

(e)

A Director who retires under this rule 3.5 is eligible for re-election.

Selection of Directors to retire
Subject to the Corporations Act, the Director who retires under rule 3.5(c) is the Director
who has held office the longest since last being elected or appointed. If 2 or more
Directors have been in office for the same period, those Directors may agree which of themwill retire. If they do not agree, they must draw lots to decide which of them must retire.

3.7

Time of retirement
A Director's retirement under rule 3.2 or 3.5 takes effect at the end of the relevant annual
general meeting unless the Director is re-elected at that meeting.

3.8

Cessation of Director's appointment
The office of a Director automatically becomes vacant if the person who holds the office:

3.9

(a)

becomes an insolvent under administration;(b)

is not permitted by applicable law (or an order made under applicable law) to be a
Director or vacates office by force of applicable law;(c)becomes of unsound mind or physically or mentally incapable of performing thefunctions of that office;(d)fails to attend (either personally or by an Alternate) 3 consecutive Board meetings(not including meetings of a committee of the Board) without leave of absence fromthe Board;(e)resigns by notice in writing to the Company; or(f)is removed from office under rule 3.9.

Removal from office
Whether or not a Director's appointment was expressed to be for a specified period, subject
to the Corporations Act the Company by ordinary resolution may remove a Director fromoffice.

3.10

Too few Directors
If the number of Directors is reduced below the minimum required by rule 3.1, thecontinuing Directors may act as the Board only:(a)253484837.03

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(b)

to convene a meeting of members; and(c)in emergencies.

4.

ALTERNATE DIRECTORS

4.1

Appointment of Alternates
A Director (other than an Alternate) may appoint a person who is approved by the Board(without the vote of the Appointor) to act as Alternate for a specified period or each time
the Appointor is unable to attend a Board meeting or a meeting of a committee of theBoard or act as a Director.

4.2

Notice of Board meetings
The Company must give the Alternate notice of Board meetings or meetings of acommittee of the Board only if the Appointor requests it to do so.

4.3

Obligations and entitlements of Alternates
An Alternate:

4.4

(a)

may attend and vote in place of the Appointor at a Board meeting or a meeting of acommittee of the Board at which the Appointor is not present;(b)

if also a Director, has a separate right to vote as Alternate;(c)

if Alternate for more than 1 Appointor, has a separate right to vote in place of eachAppointor;(d)when acting as Alternate, is an officer of the Company and subject to all the duties,
and entitled to exercise all the powers and rights, of the Appointor as a Director;
and

(e)

is entitled to reasonable travelling, hotel and other expenses incurred in attending
meetings of the Company of the Board or of committees of the Board whileotherwise engaged on the business of the Company on the same basis as other
Directors but is not entitled to any other remuneration from the Company (but the
Appointor may further remunerate the Alternate).

Termination of appointment
An Appointor at any time may revoke the appointment of a person as an Alternate. Any
appointment of an Alternate made by the Appointor immediately ceases if:(a)the Appointor ceases to be a Director; or(b)an event occurs which would cause the Alternate to vacate office under rule 3.8 if
the Alternate were a Director.

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4.5

Appointments and revocations in writing
An Appointor must appoint, and revoke the appointment of, any Alternate in writing. The
appointment or revocation is not effective until a copy is provided to the Company.

5.

POWERS OF THE BOARD

5.1

Powers generally
Except as otherwise required by applicable law, the business and affairs of the Company
are to be managed by or under the direction of the Board, which (in addition to the powers
and authorities conferred on it by this constitution) may exercise all powers and do allthings that are:

5.2

(a)

within the power of the Company; and(b)

are not by this constitution or by applicable law directed or required to be done by
the Company in general meeting.

Exercise of powers
A power of the Board can, without limitation, be exercised:

5.3

(a)

by resolution passed by the Board (including a resolution under rule 12.8); or(b)in accordance with a delegation of the power under rules 7, 8 or 26.17.

Sale of main undertaking
Unless otherwise permitted by the Listing Rules or the Corporations Act, the Board must
not sell or dispose of the main undertaking of the Company unless the decision is ratified
by the Company in general meeting.

6.

EXECUTING NEGOTIABLE INSTRUMENTS

6.1

Board's powers
The Board must decide the manner in which negotiable instruments can be executed,
accepted or endorsed for and on behalf of the Company. The Company may execute,accept, or endorse negotiable instruments only in the manner for the time being decided by
the Board.

7.

MANAGING DIRECTOR

7.1

Appointment and power of Managing Director(a)

The Board may appoint 1 or more Directors to be a Managing Director either for a
specified term (but not for life) or without specifying a term.

(b)

The Board may delegate any of the powers of the Board to a Managing Director:(i)253484837.03

on the terms and subject to any restrictions the Board decides; andDRAFT PROPOSED CONSTITUTION

9.
(ii)
(c)
7.2

so as to be concurrent with, or to the exclusion of, the powers of the Board.

The Board may revoke the delegation at any time.

Retirement and removal of Managing Director
Subject to rule 7.3, a Managing Director is not:(a)subject to automatic retirement under rule 3.2; or(b)required to retire under rule 3.5,but (subject to any contract between the Company and that Managing Director) isotherwise subject to the same rules regarding resignation, removal and retirement fromoffice as the other Directors.
7.3

Multiple Managing Directors
If there are 2 or more Managing Directors at the same time:(a)the Board may nominate 1 of them as the Managing Director to be exempted fromretirement:(i)under rule 3.2; and(ii)

under rule 3.5,

and may revoke the nomination at any time; and(b)

if a Managing Director has been nominated under rule 7.3(a) and the Board later
nominates a different Managing Director under that rule, the one first nominatedmust retire at the next annual general meeting after the later nomination.

If none of the Managing Directors (if more than 1) is the subject of a current nomination
under rule 7.3(a), each of them must retire under rule 3.5.
7.4

Termination of appointment of Managing Director
Whether or not the appointment of a Managing Director was expressed to be for a specified
term, the appointment of a Managing Director terminates if:(a)the Managing Director ceases for any reason to be a Director, unless the Board
decides differently;(b)

the Board removes the Managing Director from the office of Managing Director(which, subject to any contract between the Company and the Managing Director,
the Board has power to do); or(c)the Managing Director ceases to be employed by the Company, unless the Board
decides differently.

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8.

DELEGATION OF BOARD POWERS

8.1

Delegation to committee or attorney
The Board may delegate any of its powers:(a)to a Director;(b)

to a committee (which need not include a Director);(c)to any other person or persons; or(d)to an attorney,

and may revoke a delegation previously made whether or not the delegation is expressed to
be for a specified period. This rule is supplemental to the Corporations Act.
8.2

Terms of delegation
A delegation of powers under rule 8.1 may be made:(a)for a specified period or without specifying a period; and(b)on the terms (including power to further delegate) and subject to any restrictions theBoard decides.

Power exercised in accordance with a delegation of the Board is treated as exercised by the
Board.
8.3

Powers of attorney
A power of attorney granted under rule 8.1 may contain any provisions for the protection
and convenience of those who deal with the attorney that the Board thinks appropriate.

8.4

Proceedings of committees
Subject to the terms on which a power of the Board is delegated to a committee, themeetings and proceedings of committees are, so far as they can be (modified as necessary),
governed by the rules of this constitution which regulate the meetings and proceedings ofthe Board.

9.

DIRECTOR'S DUTIES AND INTERESTS

9.1

Scope of Directors' duties
A Director is not disqualified by reason only of being a Director from:(a)holding any office or place of profit or employment (other than that of theCompany's auditor);(b)being a member or creditor of any corporation (including the Company) or
partnership other than the auditor; or

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(c)
9.2

9.3

entering into any agreement with the Company.

Declaration of interests(a)

A Director must comply with the Corporations Act in relation to disclosure ofinterests.

(b)

The Board may make regulations requiring the disclosure of interests that a
Director, and any person deemed by the Board to be related to or associated with
the Director, may have in any matter concerning the Company or a related body
corporate. Any regulations made under this constitution bind all Directors.

(c)

No act, transaction, agreement, instrument, resolution or other thing is invalid orvoidable only because a person fails to comply with any regulation made under rule9.2(b).

Director interested in a matter
Each Director must comply with the Corporations Act in relation to not being present, or
voting, at a Board meeting that considers a matter in which the Director has a material
personal interest. Subject to the Corporations Act:
(a)

9.4

a Director may be counted in a quorum at a Board meeting that considers, and may
vote on:(i)

any matter in which the Director has an interest; and(ii)

without limiting subparagraph (i),whether the Company enters into anagreement or proposed agreement in which that Director has an interest;(b)

the Company may enter into the agreement and the Director may participate in theexecution of any relevant document by or on behalf of the Company;(c)the Director may be counted in a quorum at a Board meeting that considers, andmay vote on, matters involving the agreement; and(d)if any disclosure required under the Corporations Act is made before the agreement
is entered into:(i)the Director may retain benefits under the agreement even though the
Director has an interest in the agreement; and(ii)

the Company cannot avoid the agreement merely because of the existence of
the Director's interest.

Agreements with third parties
The Company cannot avoid an agreement with a third party merely because a Director:(a)253484837.03

fails to make a disclosure required under the Corporations Act; or

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(b)
9.5

is present at, or counted in the quorum for, a meeting that considers, votes on, or
participates in the execution of, that agreement in breach of the Corporations Act.

Obligation of secrecy
Every Director and Secretary must keep the transactions and affairs of the Company andthe state of its accounts confidential unless required to disclose them:(a)in the course of duties as an officer of the Company;(b)by the Board or the Company in general meeting; or(c)by law or under the Listing Rules.

The Company may require a Director, Secretary, auditor, trustee, committee member orother person engaged by it to sign a confidentiality undertaking consistent with this rule. A
Director or Secretary must do so if required by the Company.
10.

DIRECTORS' REMUNERATION

10.1

Remuneration of Executive Directors
Subject to any contract with the Company and to the Listing Rules, the Board may fix theremuneration of each Executive Director. That remuneration may consist of salary,bonuses or any other elements but must not be a commission on or percentage of profits oroperating revenue.

10.2

Remuneration of non-executive Directors
The Directors (other than the Executive Directors and those who are Directors only
because they are Alternates) are entitled to be paid for their services as directors, out of thefunds of the Company, an amount of Remuneration which:
(a)

(b)

(c)

253484837.03

does not:(i)in any year exceed in aggregate the amount last fixed by ordinary
resolution; or(ii)consist of a commission on or percentage of profits or operating revenue;
andis allocated among them:(i)on an equal basis having regard to the proportion of the relevant year forwhich each Director held office; or(ii)

as otherwise decided by the Board; andis provided in the manner the Board decides, which may include provision of
non cash benefits (and, to avoid doubt, such non cash benefits may include the issueor purchase of shares in the Company or the grant of options over shares in the
Company).

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If the Board decides to include non cash benefits in a Director's Remuneration, the Board
must also decide the manner in which the value of those benefits is to be calculated for the
purposes of this rule.
The Remuneration of a Director is taken to accrue from day to day, except that
Remuneration in the form of a non-cash benefit is taken to accrue at the time that thebenefit is provided to the Director, subject to the terms on which the benefit is provided.
10.3

Additional Remuneration for extra services
If a Director, at the request of the Board and for the purposes of the Company, performs
extra services or makes special exertions (including going or living away from the
Director's usual residential address), the Company may pay that Director a fixed sum set by
the Board for doing so. Remuneration under this rule may be either in addition to or in
substitution for any remuneration to which that Director is entitled under rules 10.1 or 10.2.

10.4

Expenses of Directors
The Company may pay a Director (in addition to any remuneration) all reasonable
expenses (including travelling and accommodation expenses) incurred by the Director:

10.5

(a)

in attending meetings of the Company, the Board, or a committee of the Board;(b)on the business of the Company; or(c)in carrying out duties as a Director.

Directors' retirement benefits
Subject to the Corporations Act and the Listing Rules, the Company may:
(a)

(b)

agree with a Director or person about to become a Director that, when or after the
person dies or ceases to be a Director, the Company will pay a pension or lump sum
benefit to:(i)that person; or(ii)

after that person's death, any of the surviving spouse, dependants or legal
personal representatives of that person; or

pay a pension or lump sum benefit of the type referred to in paragraph (a) whether
or not the Company has agreed to do so.

11.

OFFICERS' INDEMNITY AND INSURANCE

11.1

Indemnity
Subject to and so far as may be permitted under applicable law, the Company may:(a)

indemnify any officer or employee of the Company or any of its wholly-owned
subsidiaries, or its auditor, against all Liabilities incurred as such an officer,
employee or auditor including a Liability incurred as a result of appointment or

253484837.03

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14.
nomination by the Company or wholly-owned subsidiary as a trustee or as an
officer or employee of another corporation; and(b)make a payment (whether by way of advance, loan or otherwise) in respect of legal
costs incurred by an officer or employee or auditor in defending an action for a
Liability incurred as such an officer, employee or auditor or in resisting or
responding to actions taken by a government agency, a duly constituted Royal
Commission or other official inquiry, a liquidator, administrator, trustee inbankruptcy or other authorised official.

In this rule, "Liabilities" means liabilities of any kind (whether actual or contingent andwhether fixed or unascertained) and includes costs, damages and expenses, including costs
and expenses incurred in connection with any investigation or inquiry by a government
agency, a duly constituted Royal Commission or other official inquiry, a liquidator,
administrator, trustee in bankruptcy or other authorised official.
11.2

Insurance
Subject to applicable law, the Company may enter into, and pay premiums on, a contract of
insurance in respect of any person.

11.3

Former officers
The indemnity in favour of officers under rule 11.1 applies in respect of all acts done by aperson while an officer of the Company or one of its subsidiaries even though the person is
not an officer:

11.4

(a)

at the time the claim is made; or(b)at the date of adoption of this constitution.

Deeds
Subject to applicable law, where the Board considers it appropriate to do so, the Company
may bind itself in any contract or deed with any officer or employee of the Company orwholly-owned subsidiary to indemnify the officer or employee and to enter into and pay
premiums on contracts insuring the officer or employee against liability.

11.5

No limitation on other rights
This rule 11 does not limit any other rights of a person or the powers of the Company toindemnify any person or to do anything else which it may do under applicable law.

12.

BOARD MEETINGS

12.1

Convening Board meetings
A Director may at any time, and the Secretary must on request from a Director, convene a
Board meeting.

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12.2

Notice of Board meeting(a)

The convenor of each Board meeting:
(i)

12.3

12.4

must give reasonable notice of the meeting (and, if it is adjourned, of its
resumption) individually to:(A)each Director; and(B)each Alternate in respect of whom the Appointor has given noticeunder rule 4.2 requesting notice of Board meetings to be given tothat Alternate;(ii)may, if necessary, give notice immediately before the meeting; and(iii)

may give that notice orally (including by telephone) or in writing.

(b)

Each Director must notify to the Company an address in Australia or New Zealandand may notify an electronic address as the Director's address to which notices ofBoard meetings are to be given.

(c)

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

Use of technology(a)Subject to the Corporations Act, a Board meeting may be held using any
technology. A Board meeting held solely or partly by technology is treated as heldat the place at which the greatest number of the Directors present at the meeting islocated or, if an equal number of Directors is located in each of 2 or more places, atthe place where the chairperson of the meeting is located.

(b)

If, before or during a meeting, any technical difficulty occurs where one or more
Directors cease to participate, the chairperson may adjourn the meeting until thedifficulty is remedied or may, where a quorum of Directors remains present,
continue the meeting.

(c)

All Directors participating in a meeting will (unless there is a specific statement
otherwise) be taken to have consented to the holding of the meeting by the relevant
technology used for that meeting.

Chairing Board meetings(a)

The Board may elect a Director as chairperson of its meetings and may elect one ormore Directors as deputy chairperson. The Board may decide the period for whichthose Directors hold their respective offices.

(b)

If there is no chairperson or deputy chairperson of Directors or if none of them arepresent within 15 minutes after the time for which a Board meeting is called or isunwilling to act, the Directors present must elect a Director present to chair the
meeting.

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12.5

QuorumUnless the Board decides otherwise, the quorum for a Board meeting is 2 Directors and aquorum must be present for the whole meeting. An Alternate who is also a Director or aperson who is an Alternate for more than 1 Appointor may only be counted once toward aquorum. A Director is treated as present at a meeting held by any technology if the
Director is able to communicate with all others attending. If a meeting is held in anotherway permitted by the Corporations Act (including any other means of technology), theBoard must resolve the basis on which Directors are treated as present.

12.6

Majority decisions
A resolution of the Board must be passed by a majority of the votes cast by Directors
present and entitled to vote on the resolution. If an equal number of votes is cast for andagainst a resolution:
(a)

(b)
12.7

the chairperson of the meeting has a second or casting vote unless:(i)

only 2 Directors are entitled to vote; or(ii)

the chairperson of the meeting is not entitled to vote; andif the chairperson does not have a second or casting vote under rule 12.6(a), thematter is decided in the negative.

Procedural rules
The Board may adjourn and, subject to this constitution, otherwise regulate its meetings as
it decides.

12.8

Written resolutions
If:(a)each Director, and each Alternate in respect of whom the Appointor has given
notice under rule 4.2, is given a document setting out a proposed resolution; and(b)

at least two-thirds of the Directors who are entitled to vote on the resolution statethat they are in favour of the resolution by signing the document,a Board resolution in those terms is passed at the time when the last of the Directors whoconstitute the majority signs.
12.9

Additional provisions concerning written resolutions
For the purpose of rule 12.8:(a)a document may be given to a Director or Alternate by sending it to the place oraddress (including electronic address) notified by the Director or Alternate fromtime to time for the purposes of rule 12.2;(b)2 or more separate documents in identical terms, each of which is signed by 1 or

253484837.03

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17.
more Directors, are treated as 1 document;(c)signature of a document by an Alternate is not required if the Appointor of that
Alternate has signed the document;(d)signature of a document by the Appointor of an Alternate is not required if that
Alternate has signed the document in that capacity;(e)a message in electronic form containing the text of the document expressed to havebeen signed by a Director that is sent to the Company is a document deemed to besigned by that Director at the time of its receipt by the Company;(f)if a Director informs the chairperson of the Board or the Secretary by telephonic orother electronic means that they approve a proposed resolution which is set out in adocument, the document setting out the proposed resolution is deemed to be signedby the Director at the time when the chairperson or Secretary is so informed by the
Director;(g)

if the chairperson of the Board or the Secretary records in writing that they havebeen informed by a Director by telephonic or other electronic means that they
approve a proposed resolution which is set out in a document, that record is taken to
be conclusive evidence that the Director so informed the chairperson of the Boardor the Secretary that they approved the proposed resolution set out in the document;
and

(h)

accidental failure to give notice of a document under rule 12.8, or non-receipt ofsuch document by a Director, does not result in the resolution being invalid.

12.10 Valid proceedings
Each resolution passed or thing done by, or with the participation of, a person acting as a
Director or member of a committee is valid even if it is later discovered that:(a)there was a defect in the appointment of the person; or(b)the person was disqualified from continuing in office, voting on the resolution or
doing the thing.

13.

MEETINGS OF MEMBERS

13.1

Annual general meeting
The Company must hold an annual general meeting as required by the Corporations Act.

13.2

Calling meetings of members
A meeting of members:(a)

may be convened at any time by the Board; and(b)must be convened by the Board when required by the Corporations Act or by anorder made under the Corporations Act.

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13.3

Notice of meeting
Notice of a meeting of members must be given in accordance with the Corporations Act.
The notice of meeting must comply with the Corporations Act and with the Listing Rules
and may be given in any manner permitted by the Corporations Act.

13.4

Postponement or cancellation
Subject to the Corporations Act, the Board may:(a)

postpone a meeting of members; or(b)cancel a meeting of members; or(c)change the place for a general meeting,by written notice:

13.5

13.6

(d)

published in a daily newspaper circulating in Australia; or(e)given to ASX; or(f)subject to the Corporations Act and the Listing Rules, given in any other manner
determined by the Board.

Content of notice of meeting(a)

Subject to the Corporations Act, the Board may determine the contents of the noticeof meeting of members called by the Board, as the Board thinks fit. The noticemust state the general nature of the meeting's business and any other mattersrequired by the Corporations Act. No business may be transacted at the meeting
unless the general nature of the business is stated in the notice.

(b)

Subject to the Corporations Act, no person may move any amendment to a
resolution which has its terms set out in the notice of meeting or to a document
which relates to that resolution (a copy of which has been made available tomembers to inspect or obtain), without the approval of the chairperson of themeeting.

Chairperson's powers at a meeting of members(a)253484837.03

The chairperson of a meeting of members:(i)is responsible for the general conduct and procedures to be adopted at themeeting;(ii)

may decide not to put to the meeting any resolution proposed in the noticeof meeting (other than a resolution proposed by members in accordancewith the Corporations Act or required by the Corporations Act to be put tothe meeting);

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(iii)

may, subject to the Corporations Act, at any time terminate discussion or
debate on any matter being considered by the meeting, where thechairperson considers it necessary or desirable for the proper and orderly
conduct of the meeting;(iv)

may, subject to the Corporations Act, eject a member from the meeting, at
any time the chairperson considers it is necessary or desirable for the properand orderly conduct of the meeting; and(v)

may require the adoption of any procedure which is in the chairperson's
opinion necessary or desirable for proper and orderly debate or discussion
and the proper and orderly casting or recording of votes at the meeting,and a decision by the chairperson under this rule is final.

13.7

(b)

The chairperson of a meeting may invite a person who is not a member to attend
and to speak at the meeting.

(c)

The chairperson may invite a person who is not in attendance at the meeting, andwhether or not a member, to ask a question or make a comment during the meetingby electronic or other means approved by the chairperson.

(d)Subject to rule 13.9, if the chairperson considers that there are too many persons in
attendance at a meeting to fit into the venue where the meeting is to be held, thechairperson may nominate a separate meeting place using any technology that gives
the members as a whole a reasonable opportunity to participate.

(e)

The chairperson's rights under this rule 13.6 are exclusive to the chairperson.

Fresh notice
If a meeting of members is postponed or adjourned for 1 month or more, the Company
must give new notice of the resumed meeting.

13.8

Notice to joint holders of shares
If a share is held jointly, the Company need only give notice of a meeting of members (orof any cancellation or postponement notice of which is given to members) to the joint
holder who is named first in the Register.

13.9

Technology(a)

The Company may hold a meeting of members at 2 or more venues using any
technology that gives the members as a whole a reasonable opportunity toparticipate.

(b)

If, before or during a meeting of members any technical difficulty occurs where allmembers may not be able to participate, the chairperson may:(i)

253484837.03

adjourn the meeting until the difficulty is remedied; or

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(ii)

where a quorum remains present (in the venue at which the chairperson ispresent) and able to participate, subject to the Corporations Act, continue
the meeting.

13.10 Admission to general meetings
The chairperson of a meeting of members may take any action the chairperson considers
appropriate for the safety of persons attending the meeting and the orderly conduct of themeeting and may refuse admission to, or require to leave and remain out of, the meetingany person:(a)in possession of a pictorial-recording or sound-recording device;(b)in possession of a placard or banner;(c)in possession of an article considered by the chairperson to be dangerous, offensive
or liable to cause disruption;(d)

who refuses to produce or to permit examination of any article, or the contents ofany article, in the person's possession;(e)

who behaves or threatens to behave or who the chairperson has reasonable grounds
to believe may behave in a dangerous, offensive or disruptive way; or(f)

who is not entitled to receive notice of the meeting.

The chairperson may delegate the powers conferred by this rule to any person.
13.11 Accidental omission
The accidental omission to give a notice of meeting to, or the non-receipt of a notice bymeeting by, any of those entitled to receive the notice does not invalidate any resolution
passed at a meeting of members.
13.12 Class meetings
Rules 13 to 17 inclusive apply to a separate meeting of a class of members (as far as they
are capable of application) modified as necessary.
14.

PROCEEDINGS AT MEETINGS OF MEMBERS

14.1

Member present at meeting(a)

If a member has appointed a proxy or attorney or (in the case of a member which isa body corporate) a representative to act at a meeting of members, that member istaken to be present at a meeting at which the proxy, attorney or representative ispresent.
A member who has duly lodged a valid Direct Vote in relation to the general
meeting under rule 17 is taken to be present at that meeting.

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14.2

QuorumThe quorum for a meeting of members is 3 Voting Members. Each individual present may
only be counted once toward a quorum. If a member has appointed more than 1 proxy or
representative only 1 of them may be counted toward a quorum. A quorum must bepresent during the entirety of the meeting.

14.3

Quorum not present
If a quorum is not present within 15 minutes after the time for which a meeting of members
is called:

14.4

(a)

if called as a result of a request of members under the Corporations Act, themeeting is dissolved; and(b)in any other case:(i)the meeting is adjourned to the day, time and place that the Directors
present decide and notify to members, or if no decision is notified before
then, to the same time on the same day in the next week at the same place;
and

(ii)

if a quorum is not present at the adjourned meeting, the meeting is
dissolved.

Chairing meetings of members(a)

If the Board has appointed a Director to chair Board meetings, that Director may
also chair meetings of members. If:(i)there is no Director appointed by the Board to chair Board meetings for thetime being; or(ii)

the Director appointed to chair Board meetings is not present at the time ameeting of members is called, or is not willing to chair the meeting,the meeting may be chaired by another Director chosen by a majority of the
Directors present or, failing that, a majority of Voting Members present must elect a
Director present (or where no such Director is willing to act, a member present) tochair the meeting.
(b)

14.5

A chairperson of a general meeting may, for any item of business or discrete part ofthe meeting, vacate the chair in favour of another person nominated by thechairperson (Acting Chairperson). Where an instrument of proxy appoints thechairperson as proxy for part of the proceedings for which an Acting Chairperson
has been nominated, the instrument of proxy is taken to be in favour of theActing Chairperson for the relevant part of the proceedings.

Attendance at meetings of members(a)253484837.03

Subject to rule 14.6, every member has the right to attend all meetings of members
whether or not entitled to vote.
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(b)
14.6

Every Director has the right to attend and speak at all meetings of members of theCompany.

Members rights suspended while call unpaid
If a call on a share is due and unpaid, the holding of that share does not entitle a member tobe present, speak or vote at, or be counted in the quorum for, a meeting of members.

14.7

Right of auditor to attend meetings
The auditor is entitled to attend any meeting of members of the Company and to speak on
any part of the business of the meeting which concerns the auditor in the capacity ofauditor.

14.8

Adjournment
(a)

14.9

Subject to rule 13.7, the chairperson of a meeting of members at which a quorum ispresent:(i)

may adjourn or postpone from time to time or place to place the meeting or
any business, motion, question or resolution being considered or remaining
to be considered by the meeting or any debate or discussion; and(ii)

may at any time during the course of the meeting adjourn or defer any
business, motion, question, resolution, debate or discussion either to a latertime at the same meeting or to an adjourned meeting.

(b)

The chairperson's rights under paragraph (a) are exclusive, and unless thechairperson requires otherwise, no vote may be taken or demanded by the memberspresent concerning any postponement or adjournment.

(c)Where a meeting is postponed or adjourned under this rule 14.8, subject to rule 13.7
and the Corporations Act, notice of the postponed or adjourned meeting will be:(i)published in a daily newspaper circulating in Australia;(ii)

given to the ASX; or(iii)

subject to the Corporations Act and the Listing Rules, given in any othermanner determined by the Board.

Business at adjourned meetings
The only business that may be transacted at a meeting resumed after an adjournment is thebusiness left unfinished immediately before the adjournment.

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15.

PROXIES, ATTORNEYS AND REPRESENTATIVES

15.1

Appointment of a proxy
A member may appoint up to 2 proxies to attend and act for the member at a meeting ofmembers. An appointment of a proxy must be made by written notice lodged or deposited
with the Company as required by rule 15.4:(a)that complies with the Corporations Act; or(b)in any other form and mode that complies with the Listing Rules and is, and issigned or authenticated by the member in a manner, satisfactory to the Board.

If a member appoints 2 proxies and the appointment does not specify the proportion or
number of the member's votes each proxy may exercise (subject to rule 16.2(a)(i)), eachproxy may exercise half of those votes. Any instrument of proxy deposited under this rule
15 in which no person is named as the proxy, is treated as having been given in favour ofthe chairperson of the meeting.
15.2

Appointment of an attorney
A member may appoint an attorney to attend and act for the member at a meeting of theCompany. If the appointor is an individual, the power of attorney must be signed in thepresence of a witness. An attorney, if authorised by the power, may appoint a proxy to act
at a meeting of the Company.

15.3

Appointment of a corporate representative
A member that is a body corporate may appoint an individual to act as its representative atmeetings of members as permitted by the Corporations Act. Evidence of the appointment
may be deposited with the Company in any form satisfactory to the Board.

15.4

Deposit of proxy forms and powers of attorney
An appointment of a proxy or an attorney, or the revocation of the appointment of a proxyor attorney, is not effective for a particular meeting of members unless the instrument
effecting the appointment or revocation (as the case may be), together with any evidence
required under rule 15.5, is received by the Company at its registered office or istransmitted to and received at another address (including electronic address) specified forthis purpose in the relevant notice of meeting:(a)at least 48 hours before the time for which the meeting was called, or such lesser
time as specified by the Board in the notice of meeting;(b)

if the meeting has been adjourned, at least 48 hours before the resumption of themeeting or any lesser time that the Board or the chairperson of the meeting decides;(c)in either case, within any greater time before the meeting permitted by the
Corporations Act; or

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(d)

where rule 15.5(b)(ii) applies, such shorter period before the time for holding themeeting or adjourned or postponed meeting or taking the poll, as applicable, as theCompany determines in its discretion.

A document is received by the Company under this rule 15.4 when it is received inaccordance with the Corporations Act, and to the extent permitted by the Corporations Act,if the document is produced or the transmission of the document is otherwise verified to theCompany in the way specified in the notice of meeting.
15.5

Evidence of proxy forms, powers of attorney and other appointments
(a)

(b)

The Board may require evidence of:(i)in the case of a proxy form executed or otherwise authenticated by anattorney, the relevant power of attorney or other authority under which theappointment was authenticated or a certified copy of it;(ii)

in the case of an attorney, the power of attorney or a certified copy of it;(iii)

in the case of a corporate representative, the appointment of therepresentative in accordance with the Corporations Act (for example, a copyof the minute recording the resolution by which the representative wasappointed, certified as true and correct by a director or secretary of the body
corporate, or a certificate duly executed by the body corporate certifying theappointment of the representative); or(iv)

in the case of any appointment under this rule 15 which is transmitted to theCompany electronically, the identity of the person who transmitted themessage containing the appointment.

Where the Company receives an instrument appointing a proxy or attorney inaccordance with this constitution or the Corporations Act and within the time
period specified in rule 15.4 or as otherwise determined by the Board, the Company
is entitled to:(i)clarify with the relevant member any instruction in relation to that
instrument by written or verbal communication and make any amendments
to the instrument required to reflect any clarification; and(ii)

where the Company considers that the instrument has not been duly
executed, return the instrument to the appointing member and request thatthe member duly execute the instrument and return it to the Company within
the period determined the Board and notified to the member.

(c)

The member is taken to have appointed the Company as its attorney for the purposeof any amendments made to an instrument appointing a proxy or attorney inaccordance with rule 15.5(b)(i).

(d)

An instrument appointing a proxy or attorney which is received by the Company inaccordance with rule 15.5(b) is taken to have been validly received by theCompany.

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15.6

Standing appointments
A member may appoint a proxy, attorney or representative to act at a particular meeting ofmembers or make a standing appointment and may revoke any appointment. A proxy,attorney or representative need not be a member.

15.7

Suspension of proxy or attorney's powers if member present
(a)

(b)
15.8

A proxy or attorney has no power to act for a member at a meeting at which themember is present:(i)in the case of an individual, in person; or(ii)

in the case of a body corporate, by a representative.

A proxy has no power to act for a member at a meeting at which the member ispresent by an attorney.

Priority of conflicting appointments of attorney or representative
If more than 1 attorney or representative appointed by a member is present at a meeting ofmembers and the Company has not received notice of revocation of any of theappointments:

15.9

(a)

an attorney or representative appointed to act at that particular meeting may act tothe exclusion of an attorney or representative appointed under a standing
appointment; and(b)subject to rule 15.7(a)(i), an attorney or representative appointed under the mostrecent appointment may act to the exclusion of an attorney or representative
appointed earlier in time.

More than 2 current proxy appointments
An appointment of a proxy by a member is revoked (or, in the case of a standing
appointment, suspended for that particular meeting) if the Company receives a further
appointment of a proxy from that member which would result in there being more than 2
proxies of that member entitled to act at a meeting. The appointment of proxy made first intime is the first to be treated as revoked or suspended by this rule.

15.10 Continuing authority
An act done at a meeting of members by a proxy, an attorney or a representative is valid
even if, before the act is done, the appointing member:(a)dies or becomes mentally incapacitated;(b)

becomes bankrupt or an insolvent under administration or is wound up;(c)revokes the appointment or the authority under which the appointment was made bya third party; or

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(d)

transfers the share to which the appointment relates,

unless the Company has received written notice of the matter before the start or resumptionof the meeting at which the vote is cast, or in a case where paragraph (c) applies, inaccordance with rule 15.4.
15.11 Joint holders
Subject to the Corporations Act, if a share is held jointly, the Board may accept an
appointment of proxy under this rule 15, even if it is signed by only 1 of the holders.
16.

ENTITLEMENT TO VOTE

16.1

Determining voting entitlements
To determine who are members of the Company and entitled to vote at a meeting ofmembers and how many shares they hold, the Company must refer only:

16.2

(a)

if, before notice of the meeting was given, the convenor of the meeting determineda specified time under the Corporations Act - to the Register as it stood at that time;or(b)

if no determination was made - to the Register as it stood 48 hours before themeeting or at any later time required by the ASX Settlement Rules.

Number of votes
Subject to the Corporations Act, rules 14.6, 15, 16.4, 16.5, 16.6, 17.5, 17.6, 17.7, 17.8, 29.6
and 31.8 and the terms on which shares are issued:
(a)

(b)

(c)

253484837.03

on a show of hands:(i)if a member has appointed 2 proxies, neither of those proxies may vote; and(ii)

subject to rule 16.2(a)(i), every member present in person or by proxy,attorney or representative has 1 vote;on a poll every member entitled to vote, present in person or by proxy, attorney or
representative, or who casts a Direct Vote:(i)

has 1 vote for every fully paid share held; and(ii)

subject to clause 16.2(c), in respect of each partly paid share held has afraction of a vote equal to the proportion which the amount paid bears to thetotal issue price of the share; andunless:(i)permitted under the Listing Rules; and(ii)

otherwise provided in the terms upon which shares are issued,

DRAFT PROPOSED CONSTITUTION

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in calculating the fraction of a vote which the holder of a partly paid share has, theCompany must not count an amount:

16.3

(iii)

paid in advance of a call; or(iv)

credited on a partly paid share without payment in money or money's worth
being made to the Company.

No casting vote of chairperson
The chairperson of a meeting of members does not have a casting vote. If an equal numberof votes is cast for and against a resolution, the matter is decided in the negative.

16.4

Votes of joint holders
If more than 1 of the joint holders of a share (including, for the purposes of this rule, joint
legal personal representatives of a dead member) are present at a meeting of members andtender a vote in respect of the share, the Company may only count the vote cast by the joint
holder named earlier in the Register.

16.5

Votes of transmittees and guardians
Subject to the Corporations Act, if the Board is satisfied at least 48 hours before the time
fixed for a meeting, that a person:(a)is entitled to the transmission of a share under rule 30; or(b)

has power to manage a member's property under a law relating to the managementof property of the mentally incapable,that person may vote as if registered as the holder of the share and the Company must notcount the vote (if any) of the actual registered holder.
16.6

Voting restrictions
If:(a)

the Corporations Act or the Listing Rules require that some members are not to voteon a resolution, or that votes cast by some members be disregarded, in order for the
resolution to have an intended effect; and(b)the notice of the meeting at which the resolution is proposed states that fact,

those members have no right to vote on that resolution and the Company must not countany votes purported to be cast by those members. If a proxy purports to vote in a way or incircumstances that contravene the Corporations Act or the Listing Rule, the vote is invalid
and the Company must not count it.
16.7

Decision on right to vote
A Voting Member or Director may challenge a person's right to vote at a meeting ofmembers. A challenge may only be made at the meeting. A challenge, or any other doubt

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as to the validity of a vote, must be decided by the chairperson of the meeting of members,
whose decision is final.
17.

HOW VOTING IS CARRIED OUT

17.1

Method of voting
A resolution put to the vote at a meeting of members must be decided on a show of hands
unless:17.2(a)the matter is a resolution set out in the notice of meeting provided to members inaccordance with rule 13.5, in which case the matter will be decided on a poll;(b)a poll is demanded by the chairperson under rule 17.2(a), before the show of hands
is held; or(c)a poll is demanded under rule 17.2, either before or on declaration of the result of
the vote on a show of hands.

Demand for a poll
A poll may be demanded on any resolution, except a resolution concerning the election of
the chairperson of a meeting or an adjournment of a meeting, by:(a)the chairperson;(b)at least 5 members entitled to vote on the resolution; or(c)members entitled to cast at least 5% of the votes that may be cast on the resolution
on a poll (worked out as at the time required by the Corporations Act).

The demand for a poll may be withdrawn and does not affect the continuation of themeeting for the transaction of other business.
17.3

When and how polls must be taken
If a poll is demanded:(a)subject to rule 14.8(b), if the resolution is for the adjournment of the meeting, thepoll must be taken immediately and, subject to rule 17.3(c), in the manner that thechairperson of the meeting directs;(b)

in all other cases, the poll must be taken at the time and place and, subject torule 17.3(c), in the manner that the chairperson of the meeting directs;(c)votes which the Corporations Act requires to be cast in a given way must be treatedas cast in that way;(d)a person voting who has the right to cast 2 or more votes need not cast all those
votes and may cast those votes in different ways; and253484837.03

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(e)
17.4

the result of the poll is the resolution of the meeting at which the poll was
demanded.

Suspension of proceedings
For the purpose of allowing any poll to be taken or determined, the chairperson of themeeting may suspend the proceedings of the meeting for any period the chairperson
decides without effecting an adjournment. No business may be transacted and no
discussion may take place during any suspension of proceedings unless the chairperson
otherwise allows.

17.5

17.6

Board may determine Direct Voting to apply(a)

The Board may determine that Voting Members may cast votes to which they areentitled on any or all of the resolutions (including any special resolution) proposed
to be considered at, and specified in the notice convening, a meeting of members,
by Direct Vote.

(b)

If the Board determines that votes may be cast by Direct Vote, the Board may makesuch regulations as it considers appropriate for the casting of Direct Votes,
including regulations for:(i)the form, method and manner of voting by Direct Vote; and(ii)

the time by which the votes of members to be cast by Direct Vote must be
received by the Company in order to be effective (the "Prescribed Time"),which (without limiting the foregoing) may be when the poll on the relevant
resolution closes or any earlier time.

Direct Votes count on a poll(a)Direct Votes are not counted if a resolution is decided on a show of hands.

(b)

Subject to rules 17.7 and 17.8, if a poll is held on a resolution, votes cast by Direct
Vote by a member entitled to vote on the resolution are taken to have been cast on
the poll as if the member had cast the votes in the poll at the meeting, and the votesof the member are to be counted accordingly. For the avoidance of doubt, a Direct
Vote will count as having been cast on the poll only if notice of it is received by theCompany in accordance with regulations made under rule 17.5(b) before the
Prescribed Time.

(c)

A Direct Vote received by the Company on a resolution is taken to be a Direct Voteon that resolution as amended, if the chairperson of the meeting determines this isappropriate.

(d)

Receipt of a Direct Vote from a member has the effect of revoking (or, in the caseof a standing appointment, suspending) the appointment of a proxy, attorney or
representative made by the member under an instrument received by the Company
before the Direct Vote was received.

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17.7

Withdrawal of Direct Vote
A Direct Vote received by the Company:(a)may be withdrawn by the member by notice in writing received by the Company inaccordance with regulations made under rule 17.5(b) before the time so prescribedby such regulations for a Direct Vote to be withdrawn; and(b)

is automatically withdrawn if:(i)the member attends the meeting in person (including, in the case of a body
corporate, by representative);(ii)

the Company receives from the member a further Direct Vote or Direct
Votes (in which case the most recent Direct Vote is, subject to rules 17.5 to
17.8 inclusive, counted in lieu of the prior Direct Vote); or(iii)

the Company receives, after the member's Direct Vote is received, an
instrument under which a proxy, attorney or representative is appointed toact for the member at the meeting in accordance with rule 15.3 or 15.4.

A Direct Vote withdrawn under this rule is not counted.
17.8

Vote not affected by death, etc. of member
A Direct Vote received by the Company is valid even if, before the meeting, the member:(a)dies or becomes mentally incapacitated;(b)

becomes bankrupt or an insolvent under administration or is wound up; or(c)where the Direct Vote is cast on behalf of the member by an attorney, revokes theappointment of the attorney or the authority under which the appointment was madeby a third party,

unless the Company has received written notice of the matter before the time prescribed byregulations made under rule 17.5(b) for this purpose or, if no time is so prescribed, the startor resumption of the meeting at which the vote is cast.
18.

SECRETARY

18.1

Terms and conditions of office
A Secretary holds office on the terms that the Board decides. The Board may vary any
decision previously made by it in respect of a Secretary.

18.2

Removal from office
Subject to any contract between the Company and the Secretary, the Board may remove a
Secretary from that office whether or not the appointment was expressed to be for a
specified term.

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19.

MINUTES

19.1

Minutes must be kept
The Board must cause minutes to be kept in accordance with the Corporations Act of:

19.2

(a)

proceedings and resolutions of meetings of the members;(b)proceedings and resolutions of Board meetings;(c)proceedings and resolutions of meetings of a committee to which Board powers aredelegated under rule 8;(d)the name of Directors or other persons present at each Board meeting or committee
meeting; and(e)resolutions passed by Directors without a meeting.

Minutes as evidence
A minute recorded and signed or otherwise kept in accordance with the Corporations Act isevidence of the proceeding, resolution or declaration to which it relates unless the contrary
is proved.

19.3

Inspection of minute books
The Company must allow members to inspect, and provide copies of, the minute books forthe meetings and other documents of the Company only if and to the extent required by the
Corporations Act.

20.

COMPANY SEALS

20.1

Common seal
The Board:

20.2

(a)

may decide whether or not the Company has a common seal; and(b)is responsible for the safe custody of that seal (if any) and any duplicate seal it
decides to adopt under the Corporations Act.

Use of seals
The common seal or other duplicate seal (if any) may only be used with the authority of
the Board (which may be given before or after the affixing of the seal). The Board must
not authorise the use of a seal that does not comply with the Corporations Act.

20.3

Fixing seals to documents
Without limiting the ways in which the Company can execute documents in accordancewith the Corporations Act (or otherwise) if the Company has a common seal or other253484837.03

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duplicate seal, any document to which the seal is fixed must be signed by 2 Directors or by
a Director and Secretary, unless a different procedure is decided by the Board.
21.

ACCOUNTS AND AUDIT

21.1

Company must keep accounts
The Board must cause the Company to keep written financial records that:(a)correctly record and explain its transactions (including transactions undertaken astrustee) and financial position and performance; and(b)would enable true and fair financial statements to be prepared and audited,

and must allow a Director and the auditor to inspect those records at all reasonable times.
21.2

Financial reporting
The Board must cause the Company to prepare a financial report and a Directors' reportthat comply with the Corporations Act and must report to members in accordance with the
Corporations Act no later than the deadline set by the Corporations Act.

21.3

Audit
The Board must cause the Company's financial report for each financial year to be audited
and obtain an auditor's report. The eligibility, appointment, removal, remuneration, rights
and duties of the auditor are regulated by the Corporations Act.

21.4

Conclusive reports
Audited financial reports laid before the Company in general meetings are conclusive
except as regards errors notified to the Company within 3 months after the relevant general
meeting. If the Company receives notice of an error within that period, it must
immediately correct the report and the report as corrected is then conclusive.

21.5

Inspection of financial records and books
Subject to rule 19.3 and unless otherwise required under the Corporations Act, a member
who is not a Director does not have any right to inspect any document of the Company
except as authorised by the Board.

22.

SHARES

22.1

Issue at discretion of Board
Subject to the Corporations Act and rule 22.3, the Board may, on behalf of the Company,
issue, grant options over or otherwise dispose of unissued shares to any person on any
terms and at the times that the Board decides.

22.2

Preference and redeemable preference shares
The Company may issue preference shares (including preference shares that are liable to be253484837.03

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redeemed). The rights attached to preference shares are:

22.3

(a)

the rights set out in or determined in accordance with rule 23; or(b)

the rights otherwise approved in accordance with the Corporations Act.

Restrictions on issue
The Company must not issue shares or grant options if the issue or grant would result in a
breach of the Listing Rules.

22.4

Brokerage and commissions
The Company may pay brokerage or commissions to a person in respect of that person or
another person agreeing to take up shares in the Company.

22.5

Surrender of shares
The Board may accept a surrender of shares:(a)to compromise a question as to whether those shares have been validly issued; or(b)if surrender is otherwise within the Company's powers.

The Company may sell or re-issue surrendered shares in the same way as forfeited shares.
22.6

Variation of rights
If the Company issues different classes of shares, or divides issued shares into different
classes, the rights attached to shares in any class may (subject to the Corporations Act) bevaried or cancelled only:(a)with the written consent of the holders of 75% of the issued shares of the affectedclass; or(b)

by special resolution passed at a separate meeting of the holders of the issued sharesof the affected class.

Subject to the terms of issue of shares, the rights attached to a class of shares are not treatedas varied by the issue of further shares which rank equally with that existing class forparticipation in profits and assets of the Company. The rules relating to general meetingsof the Company and proceedings at those meetings apply (modified as necessary) to a
separate meeting of a class of holders convened for the purpose of this rule 22.6, except
that:
(c)

253484837.03

a quorum is at least 2 persons holding or representing by proxy one-third of theissued shares of the class (but so that if at any adjourned meeting a quorum is notpresent, any 2 holders of shares of the class present in person or by proxy shall be aquorum); andDRAFT PROPOSED CONSTITUTION

34.
(d)

any holder of shares of that class present in person or by proxy may demand a polland every such holder on a poll has one vote for every share of the class held by
him.

23.

PREFERENCE SHARES

23.1

Rights attaching to preference shares

23.2

(a)

The Board may, subject to this constitution, issue preference shares with any rights
attaching to them (including rights denoted in foreign currency) that the Board
determines prior to issue. The rights so determined need not be the same as those
attached to any preference shares then on issue.

(b)

Preference shares may be issued in one or more separate series and each series willbe identified in the manner determined by the Board.

Dividend rights
(a)

(b)

23.3

Without limiting the powers of the Board under this constitution, before allotting
any preference shares, the Board must determine the following matters or themanner in which those matters are to be determined:(i)the rate or amount of dividends payable on the shares (if any);(ii)

the times or circumstances for payment of dividends on the shares;(iii)

the periods in respect of which the dividends are payable;(iv)

any priority in payment of dividends on the shares in relation to otherclasses of shares;(v)

whether the shares have a right to cumulative dividends or non-cumulative
dividends; and(vi)whether the shares have any further right to participate in profits available
for dividends.

The terms of issue of any preference shares may also provide:(i)the basis (if any) upon which the amount of a dividend will be adjusted totake account of, or by reference to, any tax or other fiscal impost, or
franking or imputation credits or both; and(ii)

that to the extent that an amount is paid to a holder of preference shares
other than by way of dividend paid by the Company, the amount of any
dividend that would (but for the terms of issue) have been payable to theholder of the preference shares shall be reduced or extinguished.

Priority as to payment of dividends
Such of the following provisions (in whole or part) as the Board determines prior toallotment shall apply in relation to any particular preference shares:

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(a)

23.4

the Company shall pay dividends on the preference shares:(i)in priority to the payment of any dividends on the ordinary shares;(ii)

equally with dividends on all other preference shares expressed to rank
equally with them for participation in profits; and(iii)

behind dividends on all preference shares (if any) expressed to rank inpriority to them for participation in profits.

(b)

Where the holder of a preference share has a right to cumulative dividends, on
redemption or in a winding up the Company must pay to the holder an amountequal to all arrears of or accrued dividends (whether declared or not) to the date ofredemption or of commencement of the winding up (as the case may be) with thesame priority in relation to other shares as determined under rule 23.3(a).

(c)

Where the holder of a preference share has a right to non-cumulative dividends, on
redemption or in a winding up, the Company must pay to the holder an amountequal to any dividend declared but not paid before the date of redemption or ofcommencement of the winding up (as the case may be) with the same priority inrelation to other shares as determined pursuant to rule 23.3(a).

Notices and reports
If required under the Corporations Act, the Listing Rules or the terms of issue of preference
shares, the Company must give the holder of a preference share notice of each meeting ofmembers in accordance with rule 13 and send the holder financial reports in accordancewith rule 21.2.

23.5

Voting rights
A holder of preference shares has the right to speak and vote at a meeting of members of
the Company in each of the following circumstances and in no others:(a)during a period in which a dividend (or part of a dividend) in respect of thepreference share is in arrears;(b)

on a proposal to reduce the Company's share capital;(c)on a resolution to approve the terms of a buy-back agreement;(d)on a proposal that affects rights attached to the preference share;(e)on a proposal to wind up the Company;(f)on a proposal for the disposal of the whole of the Company's property, business andundertaking;(g)during the winding up of the Company; and(h)in such other circumstances as the Board determines prior to the issue of thepreference shares.

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23.6

Non-cumulative preference shares
All or any of the following provisions in whole or part shall apply in relation to any
particular non-cumulative preference shares if so determined by the Board prior to issue:(a)If, in the opinion of the Board, the distributable profits of the Company are
sufficient to cover the payment in full of dividends on the non-cumulative
preference shares on any dividend payment date, and also the payment in full of all
dividends stated to be payable on that date on any other preference shares expressed
to rank equally with them for participation in profits, then each such dividend shallbe declared and paid in full.

(b)

If, in the opinion of the Board, the distributable profits of the Company are
insufficient to cover the payment in full of dividends on the non-cumulative
preference shares on any dividend payment date, and also the payment in full of all
dividends stated to be payable on that date on any other preference shares expressed
to rank equally with them for participation in profits, then dividends shall bedeclared by the Board pro rata for the non-cumulative preference shares and suchother preference shares to the extent of the available distributable profits (if any) to
the intent that the amount of dividend declared per share on each suchnon-cumulative preference share and other preference share will bear to each otherthe same ratio as the dividends accrued per share on each such non-cumulative
preference share and on each other preference share (including cumulative
dividends accrued if any) bear to each other. If it subsequently appears that any
such dividend should not, in accordance with the provisions of this sub-paragraph,have been so paid, then provided the Directors have acted in good faith they shallnot incur any liability for any loss which any shareholder may suffer inconsequence of such payment having been made.

(c)

If, in the opinion of the Board, the payment of any dividend on any non-cumulative
preference shares would breach or cause a breach of, or the Company is in breachof, the capital adequacy requirements applicable to the Company and/or any of its
subsidiaries under the rules applicable to Australian banks then the amount of thedividend shall be reduced or extinguished to the extent the Board considers
necessary having regard to those rules.

(d)Subject to rule 23.8, the non-cumulative preference shares shall carry no further
right to participate in the profits of the Company and if and to the extent that all or
any part of a dividend is on any occasion not paid for the reasons described inparagraphs (b) or (c) of this rule 23.6, the holders of such shares shall have no claim
in respect of such non-payment.

(e)

If any day on which dividends are payable on non-cumulative preference shares is
not a day on which banks in Melbourne (or such other city as may be determined by
the Board prior to issue) are open for business in Melbourne or such other city("Business Day"), then payment of the dividend payable on such day will be madeon the next Business Day.

(f)

Dividends payable on non-cumulative preference shares shall accrue from and to
the dates determined by the Board prior to issue, and the amount of dividend
payable in respect of any period shorter than a full dividend period will be

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37.
calculated on the basis of a 365 day year (or, if the Board so determines prior toallotment, a 360 day year and 30 day months) and the actual number of days
elapsed in such period.

23.7

(g)

If the dividend stated to be payable on the non-cumulative preference shares on themost recent dividend payment date has not been declared and paid in full, or if asum has not been set aside to provide for such payment in full, no dividends may bedeclared on any other share capital of the Company and no sum may be set aside
for the payment thereof, unless, on the date of declaration, an amount equal to thedividend stated to be payable on the non-cumulative preference shares in respect of
the then current dividend period is set aside for the payment in full of such dividendon the dividend payment date relating to the then current dividend period.

(h)

If any dividend stated to be payable on the non-cumulative preference shares on any
dividend payment date has not been declared and paid in full, or if a sum has notbeen set aside to provide for such payment in full, the Company may not without
approval of a special resolution passed at a separate general meeting of holders of
the non-cumulative preference shares in accordance with rule 22.6 redeem orpurchase or otherwise acquire for any consideration any other share capital of theCompany and may not set aside any sum nor establish any sinking fund for theredemption, purchase or other such acquisition, or pay a cash dividend on any sharecapital over which the non-cumulative preference shares rank in priority forparticipation in profits until such time as dividends stated to be payable on the
non-cumulative preference shares in respect of successive dividend periods together
aggregating no less than 12 months have been declared and paid in full.

Redeemable preference shares
(a)

(b)

253484837.03

Before issuing any preference shares, the Board must determine whether the sharesare to be redeemable or non-redeemable and, if redeemable, the Board must
determine the following matters or the manner in which those matters are to be
determined:(i)whether the shares are to be redeemable at the option of the Company alone
or otherwise;(ii)

the redemption date or dates (which may be specified or determined byreference to a particular event) or the circumstances in which the shares areliable to be redeemed;(iii)

the amount payable on redemption;(iv)

any notice required or other conditions for exercise of the rights ofredemption; and(v)

the manner in which the shares are to be redeemed.

Any redeemable preference shares shall be redeemed by the Company inaccordance with the terms of issue determined by the Board prior to issue.

DRAFT PROPOSED CONSTITUTION

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23.8

Conversion
If so determined by the Board prior to issue any series of preference shares shall be
convertible to ordinary shares on such terms as the Board determines prior to allotment.

23.9

Variation of rights
Except in accordance with rule 22.6, the Board shall not authorise or create, or increase theamount of, any shares of any class or any security convertible into shares of any classranking for participation in the profits or assets of the Company in priority to that class ofpreference shares.

23.10 Priority in winding up(a)

The Board shall determine before allotment of any preference shares the priority ofthe preference shares with respect to repayment of capital and the rights (if any) of
the holders to participate in any surplus assets on a winding up of the Company.

(b)

If so determined by the Board before allotment, the following provisions shallapply, namely, that the holders of the preference shares shall have the right on awinding up of the Company to payment of a sum equal to the amount paid up or
credited as paid up on the preference shares, and of the dividends and any otheramount to which the holder is entitled in accordance with the terms of issue:(i)in priority to any payment to ordinary shareholders;(ii)

equally with payments to holders of all other preference shares expressed torank equally with them on a winding up; and(iii)

behind payments to holders of all preference shares (if any) expressed torank in priority to them on a winding up,

but shall not participate in any surplus or other distribution of profits or assets of theCompany.
24.

CERTIFICATES

24.1

Uncertificated securities
Unless the Listing Rules and ASX Settlement Rules allow the Company to issue acertificate for particular securities, the Company:(a)must not issue a certificate for those securities; and(b)

may cancel a certificate for those securities without issuing another certificate.

Rules 24.3 and 24.4 apply only if there is a current certificate for particular securities.
24.2

Certificated shares
Where allowed under rule 24.1, the Company must issue a certificate of title to shares thatcomplies with the Corporations Act and deliver it to the holder of those shares in253484837.03

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accordance with the Corporations Act. The Company must not charge any fee to issue acertificate.
24.3

Multiple certificates and joint holders
Subject to rule 24.1, if a member requests the Company to issue several certificates eachfor a part of the shares registered in the member's name, the Company must do so. For thispurpose, joint holders of shares are a single member. The Company may issue only 1certificate that relates to each share registered in the names of 2 or more joint holders andmay deliver the certificate to any of those joint holders.

24.4

Lost and worn out certificates
Subject to rule 24.1, the Company must issue a new certificate if a certificate:(a)is lost or destroyed and the owner of the relevant securities applies in accordancewith the Corporations Act; or(b)

is defaced or worn out and is produced to the Company.

25.

REGISTER

25.1

Joint holders
If the Register names 2 or more joint holders of a share, the Company must treat the person
named first in the Register in respect of that share as the sole owner of it for all purposes(including the giving of notice) except for:

25.2

(a)

delivery of certificates (to which rule 24.3 applies);(b)right to vote (to which rule 16.4 applies);(c)power to give directions as to payment of, or a receipt for, dividends (to whichrules 28.7 and 28.8 apply);(d)liability for instalments or calls (which subject to the Corporations Act is joint andseveral);(e)sale of Non-marketable Parcels under rule 31; and(f)transfer.

Non-beneficial holders
Subject to the Corporations Act, unless otherwise ordered by a court of competentjurisdiction or required by applicable law, the Company:(a)may treat the registered holder of any share as the absolute owner of it; and(b)need not recognise any equitable or other claim to or interest in a share by any
person except a registered holder.

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25.3

Branch register
The Company may maintain a branch register of members at a place outside Australia in
accordance with the Corporations Act. The Board may make provision for transfer ofshares of the Company between the register of members and a branch register and between
branch registers.

26.

PARTLY PAID SHARES

26.1

Fixed instalments
If a share is issued on terms that some or all of the issue price is payable by instalments, theregistered holder of the share must pay every instalment to the Company when due. If,
having been given notice of the instalment in accordance with rule 26.4, the registeredholder does not pay it when due, rules 26.7 to 26.16 apply as if the registered holder had
failed to pay a call.

26.2

Pre-payment of calls
The Board may:

26.3

(a)

accept pre-payment of some or all of the amount unpaid on a share above the sums
actually called as a payment in advance of calls;(b)

agree to payment by the Company of interest at a rate no higher than the Interest
Rate on that part of the advance payment which for the time being exceeds theaggregate amount of the calls then made on the shares in respect of which it waspaid; and(c)unless otherwise agreed between the member and the Company, repay the sum orpart of the pre-payment of some or all of the amount unpaid on a share above thesums actually called as a payment in advance of calls.

Calls made by Board
Subject to the terms of issue of a share and to any special resolution passed under the
Corporations Act, the Board may:

26.4

(a)

make calls on a member for some or all of the money unpaid on a share held by thatmember;(b)

make a call payable by instalments; and(c)revoke or postpone a call before the due date for payment.

Notice of call
The Company must give a member on whom a call has been made or from whom an
instalment is due, written notice of the call or instalment within the time limits and in theform required by the Listing Rules.

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26.5

Classes of shares
The Board may issue shares on terms as to the amount of calls to be paid and the time forpayment of those calls which are different as between the holders of those shares. The
Board may make different calls on different classes of shares.

26.6

Obligation to pay calls
Subject to the Corporations Act, a member subject to a call must pay the amount of the callto the payee named in the notice of call no later than the time specified in the notice. Joint
holders of a share are jointly and severally liable for calls.

26.7

Called Amounts
If a call is not paid on or before the day specified for payment, the Board may require themember liable for the call to pay:

26.8

(a)

interest on the amount of the call at the Interest Rate from that day until payment ismade; and(b)

all costs and expenses incurred by the Company because payment was not made onthat day.

Proof of callOn the hearing of an action for recovery of a Called Amount, proof of the following
matters is conclusive proof of the debt:

26.9

(a)

the minute books of the Company record the Board's resolution making the call;(b)

notice of the call was given under rules 26.4 and 35.1; and(c)the person sued appears in the Register as a holder of the share in respect of which
the call was made.

Forfeiture notice
At any time until a Called Amount is paid, the Board may give the relevant member a
notice which:(a)requires the member to pay the Called Amount;(b)

states the Called Amount at the date of the notice;(c)specifies how to calculate the Called Amount when payment is made;(d)specifies a date at least 14 days after the date of the notice by which and the mannerin which payment must be made; and(e)states that if payment is not made in the manner required on or before that date, theshare to which the call relates is liable to be forfeited.

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26.10 Forfeiture
If the requirements of a notice given under rule 26.9 are not satisfied, the Board may forfeit
the share in respect of which that notice was given (and all dividends, interest and othermoney payable in respect of that share and not actually paid before the forfeiture) byresolution passed before the Called Amount is paid.
26.11 Disposal and re-issue of forfeited shares
A share forfeited under rule 26.10 immediately becomes the property of the Company.
Subject to the Listing Rules, the Board, on behalf of the Company, may:(a)re-issue the share to any person with or without any money paid on it by any former
holder credited as paid and on the terms it decides; or(b)sell or otherwise dispose of the share to any person and on the terms it decides, andexecute and register a transfer of it.

26.12 Notice of forfeiture
The Company must promptly:(a)give notice of the forfeiture of a share to the member who held the share
immediately before the resolution for forfeiture was passed; and(b)enter the forfeiture and its date in the Register.

A written declaration that a share was forfeited on a specified date and notice of forfeiture
was given in accordance with this constitution signed by a Director or Secretary is, in theabsence of proof to the contrary, evidence of those facts and of the Company's right todispose of the share.
26.13 Cancellation, exemption or waiver of forfeiture
Subject to the Corporations Act and the Listing Rules, the Board may:(a)cancel the forfeiture of a share on any terms at any time before it disposes of thatshare under rule 26.11;(b)exempt a share from any part of this rule 26; or(c)waive or compromise all or part of any payment due to the Company under this rule26.

26.14 Effect of forfeiture
A person who held a share which has been forfeited under rule 26.10 ceases to be amember in respect of that share but remains liable to pay the Called Amount until it is paidin full. The Board may elect not to enforce payment of an amount due to the Company
under this rule.

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26.15 Application of proceeds
The Company must:(a)apply the net proceeds of any re-issue, sale or disposal of a forfeited share underrule 26.11 (after payment of all costs and expenses) to satisfy the Called Amount;
and

(b)

subject to the terms of issue of the share, pay any surplus to the person who held theshare immediately before forfeiture.

26.16 Title of new holder
The title of the new holder of a forfeited share is not affected by any irregularity in theforfeiture or the re-issue, sale or disposal. The sole remedy of any person previouslyinterested in the share is damages which may be recovered only from the Company. The
new holder is not liable for the Called Amount.
26.17 Mortgage of uncalled capitalIf the Company grants a mortgage or charge over uncalled capital, the Board may delegate
its power to make calls to:(a)the person in whose favour the mortgage or charge is granted; or(b)a trustee or agent for that person,on the terms (including power to further delegate) and subject to any restrictions the Board
decides. If the Board does so, a call made in accordance with the delegation is treated as
made by the Board.
27.

COMPANY LIENS

27.1

Existence of liens
Unless the terms of issue provide otherwise, the Company has a first and paramount lien oneach share for:(a)

all money called or payable at a fixed time in respect of that share (including money
payable under rule 26.7) that is due but unpaid; and(b)amounts paid by the Company for which the Company is indemnified under rule
27.4.

The lien extends to all dividends payable in respect of the share and to proceeds of sale ofthe share.
27.2

Sale under lienIf:(a)253484837.03

the Company has a lien on a share;

DRAFT PROPOSED CONSTITUTION

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(b)

an amount secured by the lien is due and payable;(c)the Company has given notice to the member registered as the holder of the share:

(d)

(i)

requiring payment of the amount which is due and payable and secured by
the lien;(ii)

stating the amount due and payable at the date of the notice;(iii)

specifying how to calculate the amount due when payment is made; and(iv)

specifying a date (at least 10 business days after the date of the notice) by
which and the manner in which payment of that amount must be made; andthe requirements of the notice given under paragraph (c) are not fulfilled,

the Company may sell the share as if it had been forfeited under rule 26.10. Rules 26.11,
26.15 and 26.16 apply, to the extent practical and modified as necessary, as if the Called
Amount in respect of that share were the aggregate of the amount referred to in paragraph(b) and the costs and expenses incurred by the Company because that amount was not paid
when due.
27.3

Protection of lien
The Company may do anything necessary or desirable under the ASX Settlement Rules toprotect a lien or other interest in shares to which it is entitled by law or under thisconstitution.

27.4

Indemnity for payments required to be made by the Company
If the law of any jurisdiction imposes or purports to impose any immediate, future or
possible liability on the Company, or empowers or purports to empower any person torequire the Company to make any payment, on account of a member or referable to a shareheld by that member (whether alone or jointly) or a dividend or other amount payable inrespect of a share held by that member, the Company:(a)is fully indemnified by that member from that liability;(b)

may recover as a debt due from the member the amount of that liability together
with interest at the Interest Rate from the date of payment by the Company to thedate of re-payment by the member; and(c)subject to rule 29.7, may refuse to register a transfer of any share by that member
until the debt has been paid to the Company.

Nothing in this constitution in any way prejudices or affects any right or remedy which theCompany has (including any right of set-off) and, as between the Company and themember, any such right or remedy is enforceable by the Company.
27.5

Exemption and waiver
Subject to the Corporations Act and the Listing Rules, the Board may:

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(a)

exempt a share from any part of this rule 27; or(b)waive or compromise all or part of any payment due to the Company under thisrule 27.

28.

DIVIDENDS

28.1

Accumulation of reserves
Before paying any dividend to members, the Board may:

28.2

(a)

set aside out of profits of the Company reserves to be applied, in the Board's
discretion, for any purpose it decides and use any sum so set aside in the business of
the Company or invest it in investments selected by the Board and vary and deal
with those investments as it decides; or(b)carry forward any amount out of profits which the Board decides not to distributewithout transferring that amount to a reserve; or(c)do both.

Payment of dividends(a)Subject to the Corporations Act, rules 28.3 and 28.9, and the terms of issue ofshares, the Board may resolve to pay any dividend it thinks appropriate and fix thetime for payment. The Company does not incur a debt merely by fixing the amountor time for payment of a dividend. A debt arises only when the time fixed for
payment arrives. The decision to pay a dividend may be revoked by the Board at
any time before then.

(b)

Subject to the ASX Settlement Rules, a dividend in respect of a share must be paid
to the person who is registered, or entitled under rule 29.3 to be registered, as theholder of the share:(i)where the Board has fixed a record date in respect of the dividend, on that
date; or(ii)

where the Board has not fixed a record date in respect of that dividend, on
the date fixed for payment of the dividend,

and a transfer of a share that is not registered, or left with the Company forregistration under rule 29.3, on or before that date is not effective, as against theCompany, to pass any right to the dividend.
28.3

Amount of dividend
Subject to the terms of issue of shares, the Corporations Act and the Listing Rules:(a)253484837.03

the Company may pay a dividend on 1 class of shares to the exclusion of anotherclass; andDRAFT PROPOSED CONSTITUTION

46.
(b)

28.4

(subject also to rule 28.4) each share of a class on which the Board resolves to pay a
dividend carries the right to participate in the dividend in the same proportion thatthe amount for the time being paid on the share bears to the total issue price of theshare.

Prepayments, payments during dividend period and credits without payment
For the purposes of rule 28.3:

28.5

(a)

an amount paid in advance of calls is not taken into account as part of the amountfor the time being paid on a share;(b)

if an amount was paid on a share during the period to which a dividend relates, theBoard may resolve that only the proportion of that amount which is the same as the
proportion which the period from the date of payment to the end of the period towhich the dividend relates bears to the total period to which the dividend relates,
counts as part of the amount for the time being paid on the share; and(c)an amount credited on a partly paid share without payment in money or money's
worth being made to the Company is not taken into account as a part of the amountfor the time being paid on a share.

Dividends in kind
The Board may resolve to pay a dividend (either generally or to specific members) in cash
or satisfy it by distribution of specific assets (including shares or securities of any othercorporation), the issue of shares or the grant of options. If the Board satisfies a dividend by
distribution of assets, the Board may:(a)

fix the value of any asset distributed;(b)

make cash payments to members on the basis of the value fixed so as to adjust therights of members between themselves;(c)vest an asset in trustees; and(d)appoint any Director or Secretary to sign on behalf of each member entitled toparticipate in the dividend any document in the Board's opinion desirable ornecessary:(i)to vest in the member title to assets; and(ii)

in the case of a distribution of shares in any corporation, to constitute themember's agreement to become a member of the corporation,

and, in executing the document, the Director or Secretary acts as agent and attorney
for the member.

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28.6

Source of dividends
Subject to the Corporations Act and the Listing Rules, the Board may resolve to pay a
dividend to some members from a particular source and pay the same dividend to othermembers entitled to it from another source.

28.7

Method of payment(a)

The Company may pay any cash dividend, interest or other money payable inrespect of shares by cheque sent, and may distribute assets by sending thecertificates or other evidence of title to them, through the post directed to:(i)the address of the member (or in the case of a jointly held share, the addressof any joint holder); or(ii)

to any other address the member (or in the case of a jointly held share, all
the joint holders) directs in writing,or by any other method of payment or distribution the Board decides (including
payment by such electronic or other means approved by the Board) directly to an
account (of a type approved by the Board) nominated in writing by the member or
joint holders.

28.8

(b)

If the Board decides that payments will be made by electronic transfer into an
account (of a type approved by the Board) nominated by a member, but no suchaccount is nominated by the member, or electronic transfer into a nominatedaccount is rejected or refunded, the Company may credit the amount payable to an
account of the Company to be held until the member nominates a valid account.

(c)

Where a member does not have a registered address or the Company believes that amember is not known at the member’s registered address, the Company may credit
an amount payable in respect of the member’s shares to an account of the Company
to be held until the member claims the amount payable or nominates a valid
account.

(d)

An amount credited to an account under rules 28.7(b) or 28.7(c) is to be treated ashaving been paid to the member at the time it is credited to that account. The
Company will not be a trustee of the money and no interest will accrue on themoney. The money may be used for the benefit of the Company until claimed,reinvested under rule 28.10 or disposed of in accordance with the laws relating to
unclaimed monies under rule 36.

Joint holders' receipt
Any 1 of the joint holders of a share may give an effective receipt for any dividend, interest
or other money payable in relation to that share.

28.9

Retention of dividends by Company
The Company may retain the dividend payable on a share:(a)253484837.03

of which a person seeks to be registered as the holder under rule 30.2 or 30.3, until
DRAFT PROPOSED CONSTITUTION

48.
that person is registered as the holder of that share or transfers it;(b)on which the Company has a lien, to satisfy the liabilities in respect of which thelien exists; and(c)that is part of a Non-marketable Parcel if the Non-marketable Parcel was created bya transfer of shares after the date on which this constitution is adopted by theCompany until the shares comprising the Non-marketable Parcel are sold under rule
31 or, because of the transfer of additional shares to the holder, the shares held by
the holder cease to be a Non-marketable Parcel.

28.10 Reinvestment of unclaimed dividends(a)

If a cheque for an amount payable under rule 28.7 is not presented for payment for
at least 11 calendar months after issue or an amount is held in an account underrules 28.7(b) or 28.7(c) for at least 11 calendar months, the Board may reinvest theamount, after deducting reasonable expenses, into shares in the Company on behalfof, and in the name of, the member concerned and may stop payment on thecheque.

(b)

The shares may be acquired on market or by way of new issue at a price the Board
accepts is market price at the time.

(c)

Any residual sum which arises from the reinvestment may be carried forward or
donated to charity on behalf of the member, as the Board decides.

(d)

The Company’s liability to provide the relevant amount is discharged by anapplication under this rule 28.10.

(e)

The Board may do anything necessary or desirable (including executing any
document) on behalf of the member to effect the application of an amount under
this rule 28.10.

(f)

The Board may determine other rules to regulate the operation of this rule 28.10
and may delegate its power under this rule to any person.

28.11 No interest on dividends
No member may claim, and the Company must not pay, interest on a dividend (either inmoney or kind).
29.

TRANSFER OF SHARES

29.1

Mode of transfer
Subject to this constitution, a member may transfer a share by any means permitted by the
Corporations Act or by law.

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29.2

Market obligations
The Company:

29.3

(a)

may do anything permitted by the Corporations Act, the Listing Rules and the ASX
Settlement Rules that the Board thinks necessary or desirable in connection with theCompany taking part in a computerised or electronic system established orrecognised by the Corporations Act, the Listing Rules, or the ASX Settlement Rules
for the purpose of facilitating dealings in shares; and(b)must comply with obligations imposed on it by the Listing Rules or the ASX
Settlement Rules in relation to transfers of shares.

Transfer by written document
Except in the case of a proper ASTC transfer (within the meaning of the Corporations Act),a document of transfer must be:(a)delivered to the registered office of the Company or the address of the Register last
notified to members by the Company;(b)

accompanied by the certificate (if any) for the shares to be transferred or evidence
satisfactory to the Board of its loss or destruction; and(c)marked with payment of any stamp duty payable.

Property in and title to a document of transfer that is delivered to the Company (but not theshares to which it relates) passes to the Company on delivery.
29.4

Fee for registration of a transfer of shares
The Company must not charge a fee for registering a transfer of shares unless:

29.5

(a)

the Company is not listed on the Exchange; or(b)

the fee is permitted by the Listing Rules.

Verification of instrument authenticity
The Company (or the Company’s securities registry) may put in place, and requirecompliance with, reasonable processes and procedures in connection with determining theauthenticity of an instrument of transfer, notwithstanding that this may prevent, delay orinterfere with the registration of the relevant instrument of transfer.

29.6

Restricted securities
If, at any time, any of the share capital of the Company is classified by the ASX as‘restricted securities’, then despite any other provision of this constitution:(a)253484837.03

a holder of restricted securities must not dispose of, or agree to offer to dispose of,the restricted securities during the escrow period applicable to those securities
except as permitted by the Listing Rules or the ASX;

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(b)

if the restricted securities are in the same class as quoted securities, the holder will
be taken to have agreed in writing that the restricted securities are to be kept on the
Company’s issuer sponsored subregister and are to have a holding lock applied forthe duration of the escrow period applicable to those securities;(c)the Company must refuse to acknowledge any disposal (including, without
limitation, to register any transfer) of the restricted securities during the escrowperiod applicable to those securities except as permitted by the Listing Rules or the
ASX;

(d)

a holder of restricted securities will not be entitled to participate in any return ofcapital on those securities during the escrow period applicable to those securities
except as permitted by the Listing Rules or the Exchange; and(e)

if a holder of restricted securities breaches a restriction deed or a provision of thisconstitution restricting a disposal of those securities the holder will not be entitledto any dividend or distribution, or to exercise any voting rights, in respect of thosesecurities for so long as the breach continues.

In this rule 29.6, "dispose" (and other grammatical forms of it) has the meaning given by
the Listing Rules.
29.7

Refusal to register transfer
The Board:(a)may refuse to register a transfer of shares only if that refusal would not contravene
the Listing Rules or the ASX Settlement Rules;(b)subject to the Corporations Act, must not register a transfer to a subsidiary of theCompany;(c)must not register a transfer if the Corporations Act, the Listing Rules or the ASX
Settlement Rules forbid registration; and(d)without limiting paragraph (a), subject to the Corporations Act, the Listing Rules
and the ASX Settlement Rules, may refuse to register a transfer of shares where theregistration of the transfer would create a new holding of a Non-marketable Parcel.

If the Board refuses to register a transfer, the Company must give the lodging party noticeof the refusal and the reasons for it within 5 business days after the date on which thetransfer was delivered to it.
29.8

Transferor remains holder until transfer registered
The transferor of a share remains the holder of it until:(a)in the case of a proper ASTC transfer, the time the Corporations Act or the ASX
Settlement Rules provide that the transfer takes effect; and(b)otherwise, the transfer is registered and the name of the transferee is entered in theRegister.

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29.9

Powers of attorney
The Company may assume, as against a member, that a power of attorney granted by thatmember that is lodged with or produced or exhibited to the Company remains in force, andmay rely on it, until the Company receives express notice in writing at its registered officeof:(a)the revocation of the power of attorney; or(b)the death, dissolution or insolvency of the member.

30.

TRANSMISSION OF SHARES

30.1

Death of joint holder
The Company must recognise only the surviving joint holders as being entitled to sharesregistered jointly in the names of a deceased member and others. The estate of thedeceased joint holder is not released from any liability in respect of the shares.

30.2

Death of single holder
The Company must not recognise anyone except the legal personal representative of thedeceased member as having any title to shares registered in the sole name of a deceased
member. If the personal representative gives the Board the documents described in theprovisions of the Corporations Act dealing with instruments of transfer executed by apersonal representative from another jurisdiction or evidence of grants of probate or otherinformation that satisfies the Board of the representative's entitlement to be registered asholder of the shares:

30.3

(a)

subject to rules 29.7 and 30.4 the Company must register the personal
representative as the holder of the shares as soon as practical after receipt of awritten and signed notice to the Company from the representative requiring it to doso; and(b)whether or not registered as the holder of the shares, the personal representative:(i)may, subject to rule 29, transfer the shares to another person; and(ii)

has the same rights as the deceased member.

Transmission of shares on insolvency or mental incapacity
Subject to the Bankruptcy Act 1966, if a person entitled to shares because of the insolvency
or mental incapacity of a member gives the Board the information it reasonably requires toestablish the person's entitlement to be registered as holder of the shares:(a)subject to rules 29.7 and 30.4 the Company must register that person as the holderof the shares as soon as practical after receipt of a written and signed notice to theCompany from that person requiring it to do so; and(b)whether or not registered as the holder of the shares, that person:(i)253484837.03

may, subject to rule 29, transfer the shares to another person; andDRAFT PROPOSED CONSTITUTION

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(ii)

has the same rights as the insolvent or incapable member.

If the provisions of the Corporations Act dealing with rights of trustees of estates ofbankrupts apply, this rule is supplemental to them.
30.4

Refusal to register holder
The Company has the same right to refuse to register a personal representative or person
entitled to shares on the insolvency or mental incapacity of a member as it would have ifthat person were the transferee named in a transfer signed by a living, solvent, competent
member.

31.

NON-MARKETABLE PARCELS

31.1

Board power of sale

31.2

(a)

The Board may sell a share that is part of a Non-marketable Parcel if it does so inaccordance with rule 31.2 or 31.3 (whichever the Board decides is to apply) and theother provisions of this rule.

(b)

The Board's power to sell lapses if a takeover (as defined in the Listing Rules) isannounced after the Board gives a notice under rule 31.2 and before the Board
enters into an agreement to sell the share.

Sale with notice(a)

Notice of proposed saleOnce in any 12 month period or any other period permitted under the Listing Rules,
the Board may give written notice to a member who holds a Non-marketable
Parcel:(i)stating that it intends to sell the Non-marketable Parcel; and(ii)

specifying a date at least 6 weeks (or any lesser period permitted under the
Corporations Act or the Listing Rules) after the notice is given by which themember may give the Company written notice that the member wishes toretain the holding.

If the Board's power to sell lapses under rule 31.1, any notice given by the Board
under this rule is taken never to have been given and the Board may give a new
notice after the close of the offers made under the takeover.
(b)

Revocation of notice
The Board may, before a sale is effected under this rule 31, revoke a notice given orsuspend or terminate the operation of this rule either generally or in specific cases.

(c)

No sale where member gives notice
The Board must not sell a Non-marketable Parcel if, in response to a notice given
under this rule 31.2, the Company receives a written notice that the member wants

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to keep the Non-marketable Parcel.
(d)Joint holders
If required under the Corporations Act or the Listing Rules, if a Non-marketable
Parcel is held jointly, the Board must give notice under rule 31.2 to each of the joint
holders.

31.3

Divestment without notice
Subject to the Corporations Act and the Listing Rules, the Board may sell a share that ispart of a Non-marketable Parcel without giving notice to the holder of the share or any
other person if the Non-marketable Parcel was created by a transfer of shares after
20 December 1999.

31.4

Terms of sale
A sale of shares under this rule includes all dividends payable on and other rights attaching
to them. The Company must pay the costs of the sale if required by the Listing Rules to doso. Otherwise, the Board may decide the manner, time and terms of sale.

31.5

Share transfers
For the purpose of giving effect to this rule, each Director and Secretary has power toinitiate or execute or otherwise effect a transfer of a share as agent for a member who holds
a Non-marketable Parcel.

31.6

Application of proceeds(a)In the case of a sale under rule 31.2, the Company must:(i)

deduct any Called Amount in respect of the shares sold under this rule fromthe proceeds of sale and pay the balance into a separate bank account it
opens and maintains for the purpose only;(ii)

hold that balance in trust for the previous holder of the shares (the "Divested
Member");(iii)

as soon as practical give written notice to the Divested Member stating:(iv)

253484837.03(A)what the balance is; and(B)

that it is holding the balance for the Divested Member while
awaiting the Divested Member's instructions and return of thecertificate (if any) for the shares sold or evidence of its loss ordestruction;

if the shares sold were certificated, not pay the proceeds of sale out of thetrust account until it has received the certificate for them or evidence of its
loss or destruction; andDRAFT PROPOSED CONSTITUTION

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(v)
(b)

31.7

subject to paragraph (iv), deal with the amount in the account as theDivested Member instructs.

In the case of a sale under rule 31.3, the Company must:(i)

deduct any Called Amount in respect of the shares sold under this rule and(where permitted by the Listing Rules and the Board so decides) the costs ofsale from the aggregate of the proceeds of sale and any dividends retained
under rule 28.9(c); and(ii)

pay the balance, if any, to the previous holder of the shares.

Protections for transferee
The title of the new holder of a share sold under this rule is not affected by any irregularity
in the sale. The sole remedy of any person previously interested in the share is damages
which may be recovered only from the Company.

31.8

Rights to vote suspended
The Board may resolve that the holders of Non-marketable Parcels created by transfers ofshares after 20 December 1999 have no right to vote, and that resolution has effectaccordingly.

32.

ALTERATION OF SHARE CAPITAL

32.1

Capitalisation of profits

32.2

(a)

The Company may capitalise profits, reserves or other amounts available for
distribution to members. Subject to the terms of issue of shares and rule 32.4,
members are entitled to participate in a capital distribution in the same proportions
in which they are entitled to participate in dividends.

(b)

The Board may resolve that all or any part of the capitalised amount is to be appliedin accordance with any method permitted by law, and the members entitled to sharein the distribution must accept that application in full satisfaction of their interest in
the capitalised amount.

Adjustment of capitalised amounts
The Board may settle any difficulty that arises in regard to a capitalisation of profits as it
thinks appropriate and necessary to adjust the rights of members among themselves
including:(a)

fix the value of specific assets;(b)

make cash payments to members on the basis of the value fixed for assets or inplace of fractional entitlements which are disregarded so as to adjust the rights ofmembers between themselves;(c)disregard fractional entitlements; and253484837.03

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(d)
32.3

vest cash or specific assets in trustees.

Conversion of shares
Subject to the Corporations Act, the Listing Rules, rules 22.2 and 32.5 and the terms of
issue of shares, the Company may convert:(a)shares into a larger or smaller number of shares;(b)

an ordinary share into a preference share; and(c)a preference share into an ordinary share,by resolution passed at a meeting of members (but, in the case of a conversion of partly
paid shares into a larger number of shares the proportion between the amount paid and theamount unpaid on each share must be the same as before the conversion). This rule 32.3
does not limit any other way in which the Company can convert or alter share capital inaccordance with the Corporations Act and the Listing Rules.
32.4

Adjustments on conversion
The Board may do anything it thinks appropriate and necessary to give effect to a
resolution converting shares including, if a member becomes notionally entitled to a
fraction of a share as a result of the conversion:

32.5

(a)

make a cash payment or disregard fractional entitlements so as to adjust the rightsof members between themselves;(b)vest fractional entitlements in a trustee, to be dealt with as determined by the Board;or(c)round up fractional entitlements to the nearest whole share by capitalising anamount under rule 32.1 even though not all members participate in thecapitalisation.

Reduction of capital
Subject to the Listing Rules, the Company may reduce its share capital:

32.6

(a)

by reduction of capital in accordance with the Corporations Act;(b)

by buying back shares in accordance with the Corporations Act; or(c)in any other way for the time being permitted by the Corporations Act.

Distribution of securities in another corporation
Where the Company reduces its share capital by way of distribution of specific assets,
being shares or other securities in another corporation, the Board may appoint any Director
or Secretary to sign on behalf of each member entitled to participate in the distribution any
document in the Board's opinion desirable or necessary:

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(a)

to vest in the member title to assets; and(b)in the case of a distribution of shares in any corporation, to constitute the member's
agreement to become a member of the corporation,

and, in executing the document, the Director or Secretary acts as agent and attorney for themember.
33.

CURRENCY FOR PAYMENTS

33.1

Board may decide currency
The Board may, with the agreement of the recipient or in accordance with the terms of
issue of a share, pay:(a)dividends;(b)other amounts payable to members (including repayments of capital anddistributions of capitalised amounts); or(c)remuneration of Directors or other officers,

in the currency of a country other than Australia.
33.2

Conversion to Australian dollars
If the Board decides to make a payment in a currency other than Australian dollars and it isnecessary, for the purposes of these rules or for any other purpose, to calculate theAustralian dollar equivalent of the payment, the Board may fix a time (on or before thetime for payment) and specify the buying or selling rate quoted by the Company or by anyother financial institution approved by the Board as the time and rate that apply for that
purpose.

33.3

Preference shares
Nothing in this rule 33 limits anything in rule 23.

34.

WINDING UP

34.1

Entitlement of members
Subject to the terms of issue of shares and this rule 34, the surplus assets of the Company
remaining after payment of its debts are divisible among the members in proportion to thenumber of fully paid shares held by them and, for this purpose, a partly paid share iscounted as a fraction of a fully paid share equal to the proportion which the amount paid on
it bears to the total issue price of the share.

34.2

Distribution of assets generally
If the Company is wound up, the liquidator may, with the sanction of a special resolution:(a)253484837.03

divide the assets of the Company among the members in kind and for that purpose
fix the value of assets and decide how the division is to be carried out as between
DRAFT PROPOSED CONSTITUTION

57.
the members and different classes of members; and
(b)
34.3

vest assets of the Company in trustees on any trusts for the benefit of the members
as the liquidator thinks appropriate.

No distribution of liabilities
The liquidator cannot compel a member to accept marketable securities in respect of which
there is a liability as part of a distribution of assets of the Company.

34.4

Distribution not in accordance with legal rights
If the liquidator decides on a division or vesting of assets of the Company under rule 34.2
which does not accord with the legal rights of the contributories, any contributory who
would be prejudiced by it may dissent and has ancillary rights as if that decision were a
special resolution passed under the Corporations Act.

35.

NOTICES

35.1

Notices by Company
A notice is properly given by the Company to a person if it is:(a)in writing signed on behalf of the Company (by original, electronic or printed
signature);(b)

addressed to the person to whom it is to be given; and(c)either:(i)

delivered personally;(ii)sent by pre-paid mail to that person's address;(iii)

sent by fax to the fax number (if any) nominated by that person; or(iv)sent by electronic message to the electronic address (if any) nominated bythat person.

This rule does not limit the manner in which a notice may be given by the Company.
35.2

Overseas members
A member whose registered address is not in Australia may notify the Company in writingof an address in Australia to which notices may be sent.

35.3

When notice is given
A notice to a person by the Company is regarded as given and received:(a)

if it is delivered personally or sent by fax or electronic message:(i)

253484837.03

by 5.00 pm (local time in the place of receipt) on a business day - on that
DRAFT PROPOSED CONSTITUTION

58.
day; or(ii)

after 5.00 pm (local time in the place of receipt) on a business day, or on a
day that is not a business day - on the next business day;(b)

if it is sent by mail – on the day it is posted; and(c)Where the Company gives a notice to a member by any other means permitted by
the Corporations Act relating to the giving of notices and electronic means ofaccess to them, the notice is taken as given at 10.00am (local time in the place ofreceipt) (local time in the place of receipt) on the next business day after which themember is notified that the notice is available.

A certificate in writing signed by a Director or Secretary of the Company stating that a
notice was sent is conclusive evidence of service.
35.4

Notice to joint holders
Notice to joint holders of shares must be given to the joint member named first in theRegister. Every person who becomes entitled to a share is bound by every notice in respectof that share that was properly given to a person registered as the holder of the share before
the transfer or transmission of the share was entered in the Register.

35.5

Counting days
Subject to the Corporations Act and the Listing Rules, if a specified period must pass after
a notice is given before an action may be taken, the day on which the notice is given is
excluded and the day on which the action is to be taken is included in reckoning the period.

35.6

Notices to "lost" members
If:(a)on 2 or more consecutive occasions a notice posted to a member is returned
unclaimed or with an indication that the member is not known at the address towhich it was sent; or(b)

the Board believes on other reasonable grounds that a member is not at the address
shown in the Register or notified to the Company under rule 35.2,

the Company may give effective notice and future notices to that member by making thenotice accessible at the Company's registered office or the Company’s securities registry
for at least 48 hours.
This rule ceases to apply if the member gives the Company notice of a new address.
36.

UNCLAIMED MONEY
Subject to rule 28.7 and 28.10, the Company must deal with unclaimed dividends anddistributions and unclaimed proceeds of shares sold or reissued under this constitution inaccordance with the law relating to unclaimed money in the Company's jurisdiction ofregistration.

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37.

JURISDICTION AND ENFORCEABILITY

37.1

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

37.2

Prohibition and enforceability(a)Any provision of, or the application of any provision of, this constitution which isprohibited in any place is, in that place, ineffective only to the extent of thatprohibition.

(b)

Any provision of, or the application of any provision of, this constitution, which isvoid, illegal or unenforceable in any place does not affect the validity, legality or
enforceability of that provision in any other place or of the remaining provisions inthat or any other place.

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