Australia and New Zealand Banking Group
LimitedConstitution[Note: draft constitution to be considered at the Annual General Meeting to held on 18 December
2007, with changes to the existing constitution marked-up.]
Constitution incorporating amendments effective at 16as adopted at the Annual General Meeting
held on 18 December 20052007

Australia and New Zealand Banking Group Limited
ACN 005 357 522
100 Queen Street
Melbourne Victoria 3000 Australia
Telephone (61 3) 9273 5555 Facsimile (61 3) 9273 6142
www.anz.com

CONTENTS
1.

PRELIMINARY

11.1

Replaceable rules

1

1.2

Definitions

1

1.3

Interpretation of this document

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 meeting4

3.4

Eligible candidates

45

3.5

Retirement of Directors

5

3.6

Selection of Directors to retire

5

3.7Time of retirement

5

3.8

Cessation of Director's appointment

56

3.9

Removal from office

6

3.10

Too few Directors

6

4.

5.

ALTERNATE DIRECTORS

6

4.1

Appointment of Alternates

6

4.2

Notice of Board meetings

6

4.3

Obligations and entitlements of Alternates

67

4.4

Termination of appointment

7

4.5

Appointments and revocations in writing

7

POWERS OF THE BOARD

7

5.1

7

203050858_1

Powers generally

6.

7.

8.

9.

10.

5.2

Exercise of powers

78

5.3

Sale of main undertaking

8

EXECUTING NEGOTIABLE INSTRUMENTS

8

6.1

Board's powers

8

6.2

Delegation of powers

8

MANAGING DIRECTOR

8

7.1

Appointment and power of Managing Director

8

7.2

Retirement and removal of Managing Director

8

7.3

Multiple Managing Directors

89

7.4

Termination of appointment of Managing Director

9

DELEGATION OF BOARD POWERS

9

8.1

Delegation to committee or attorney

9

8.2

Terms of delegation

910

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

10

9.3

Director interested in a matter

10

9.4

Agreements with third parties

11

9.5

Obligation of secrecy

11

DIRECTORS' REMUNERATION

11

10.1

Remuneration of Executive Directors

11

10.2

Remuneration of non-executive Directors

12

10.3

Additional Remuneration for extra services

12

10.4

Expenses of Directors

12203050858_1

ii

10.5
11.

12.

13.

Directors' retirement benefits

13

OFFICERS' INDEMNITY AND INSURANCE

13

11.1

Indemnity

13

11.2

Insurance

13

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

14

12.3

Use of technology

15

12.4

Chairing Board meetings

15

12.5

Quorum15

12.6

Majority decisions

15

12.7

Procedural rules

16

12.8

Written resolutions

16

12.9

Additional provisions concerning written resolutions

16

12.10 Valid proceedings

16

MEETINGS OF MEMBERS

17

13.1

Annual general meeting

17

13.2

Calling meetings of members

17

13.3

Notice of meeting

17

13.4

Postponement or cancellation

17

13.5

Content of notice of meeting

17

13.6

Chairman's powers at a meeting of members

18

13.7

Fresh notice18203050858_1

iii

14.

15.

13.8

Notice to joint holders of shares

18

13.9

Technology

19

13.10 Admission to general meetings

19

13.11 Accidental omission

19

13.12 Class meetings

19

PROCEEDINGS AT MEETINGS OF MEMBERS

20

14.1

Member present at meeting

20

14.2

Quorum20

14.3

Quorum not present

20

14.4

Chairing meetings of members

20

14.5

Attendance at meetings of members

21

14.6

Members rights suspended while call unpaid

21

14.7

Right of auditor to attend meetings

21

14.8

Adjournment

21

14.9

Business at adjourned meetings

21

PROXIES, ATTORNEYS AND REPRESENTATIVES

21

15.1

Appointment of a proxy

21

15.2

Appointment of an attorney

22

15.3

Appointment of a corporate representative

22

15.4

Deposit of proxy forms and powers of attorney

22

15.5

Evidence of proxy forms, powers of attorney and other appointments

22

15.6

Standing appointments

23

15.7

Suspension of proxy or attorney's powers if member present

23

15.8

Priority of conflicting appointments of attorney or representative

23

15.9

More than 2 current proxy appointments

23

15.10 Continuing authority

203050858_1

24

iv

16.

17.

18.

19.

20.

15.11 Joint holders

24

ENTITLEMENT TO VOTE

24

16.1

Determining voting entitlements

24

16.2

Number of votes

24

16.3

No casting vote of chairman

25

16.4

Votes of joint holders

25

16.5

Votes of transmittees and guardians

25

16.6

Voting restrictions

25

16.7

Decision on right to vote

26

HOW VOTING IS CARRIED OUT

26

17.1

Method of voting

26

17.2

Demand for a poll

26

17.3

When and how polls must be taken

26

17.4

Suspension of proceedings

27

17.5

Board may determine Direct Voting to apply

27

17.6

Direct Votes count on a poll

27

17.7

Withdrawal of Direct Vote

28

17.8

Vote not affected by death, etc. of member

28

SECRETARY

2728

18.1

Terms and conditions of office

2728

18.2

Removal from office2729

MINUTES

2729

19.1

Minutes must be kept

2729

19.2

Minutes as evidence

2829

19.3

Inspection of minute books

2829

COMPANY SEALS

203050858_1

2829

v

21.

22.

23.

20.1

Common seal

2829

20.2

Share seal

2829

20.3

Use of seals

2830

20.4

Fixing seals to documents

2830

ACCOUNTS AND AUDIT

2830

21.1

Company must keep accounts

2830

21.2

Financial reporting

2930

21.3

Audit

2930

21.4

Conclusive reports

2930

21.5

Inspection of financial records and books

2931

SHARES

2931

22.1

Issue at discretion of Board

2931

22.2

Preference and redeemable preference shares

2931

22.3

Restrictions on issue

3031

22.4

Brokerage and commissions

3031

22.5

Surrender of shares

3031

22.6

Variation of rights

3031

PREFERENCE SHARES

3132

23.1

Rights attaching to preference shares

3132

23.2

Dividend rights

3132

23.3

Priority as to payment of dividends

3133

23.4

Notices and reports

3233

23.5

Voting rights

3233

23.6

Non-cumulative preference shares

3334

23.7

Redeemable preference shares

3435

23.8

Conversion

3536

203050858_1

vi

23.9

24.

25.

26.

Variation of rights

3536

23.10 Priority in winding up

3536

CERTIFICATES

3537

24.1

Uncertificated securities

3537

24.2

Certificated shares

3637

24.3

Multiple certificates and joint holders

3637

24.4

Lost and worn out certificates

3637

REGISTER

3637

25.1

Joint holders

3637

25.2

Non-beneficial holders

3638

25.3

Branch register

3738

PARTLY PAID SHARES

3738

26.1

Fixed instalments

3738

26.2

Pre-payment of calls

3738

26.3

Calls made by Board

3739

26.4

Notice of call

3839

26.5

Classes of shares

3839

26.6

Obligation to pay calls

3839

26.7

Called Amounts

3839

26.8

Proof of call

3839

26.9

Forfeiture notice3840

26.10 Forfeiture

3940

26.11 Disposal and re-issue of forfeited shares

3940

26.12 Notice of forfeiture

3940

26.13 Cancellation, exemption or waiver of forfeiture3941

26.14 Effect of forfeiture

4041

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vii

27.

28.

29.

30.

26.15 Application of proceeds

4041

26.16 Title of new holder

4041

26.17 Mortgage of uncalled capital

4041

COMPANY LIENS

4042

27.1

Existence of liens

4042

27.2

Sale under lien

4142

27.3

Protection of lien

4143

27.4

Indemnity for payments required to be made by the Company

4143

27.5

Exemption and waiver4243

DIVIDENDS

4243

28.1

Accumulation of reserves

4243

28.2

Dividends must be paid out of profits

4244

28.3

Payment of dividends

4244

28.4

Amount of dividend

4344

28.5

Prepayments, payments during dividend period and credits without
payment

4344

28.6

Dividends in kind

4344

28.7

Source of dividends

4445

28.8

Method of payment

4445

28.9

Joint holders' receipt

4445

28.10 Retention of dividends by Company

4445

28.11 No interest on dividends

4446

SHARE PLANS

4546

29.1

Implementing share plans

4546

29.2

Board obligations and discretions

4547

TRANSFER OF SHARES

4647

30.1

4647

203050858_1

Mode of transfer

viii

31.

32.

33.

30.2

Market obligations

4647

30.3

Transfer by written document

4647

30.4

Restricted securities

4648

30.5

Refusal to register transfer

4748

30.6

Transferor remains holder until transfer registered

4749

30.7

Powers of attorney

4749

TRANSMISSION OF SHARES

4849

31.1

Death of joint holder

4849

31.2

Death of single holder

4849

31.3

Transmission of shares on insolvency or mental incapacity

4850

31.4

Refusal to register holder

4950

NON-MARKETABLE PARCELS

4950

32.1

Board power of sale

4950

32.2

Sale with notice

4950

32.3

Divestment without notice

5051

32.4

Terms of sale

5051

32.5

Share transfers

5051

32.6

Application of proceeds

5051

32.7

Protections for transferee

5152

32.8

Rights to vote suspended

5152

ALTERATION OF SHARE CAPITAL

5152

33.1

Capitalisation of profits

5152

33.2

Adjustment of capitalised amounts

5152

33.3

Conversion of shares

5153

33.4

Adjustments on conversion

5253

33.5

Reduction of capital

5253

203050858_1

ix

33.6
34.

35.

36.

37.

Distribution of securities in another corporation

5254

CURRENCY FOR PAYMENTS

5354

34.1

Board may decide currency

5354

34.2

Conversion to Australian dollars

5354

34.3

Preference shares

5354

WINDING UP

5354

35.1

Entitlement of members

5354

35.2

Distribution of assets generally

5355

35.3

No distribution of liabilities

5455

35.4

Distribution not in accordance with legal rights

5455

NOTICES

5455

36.1

Notices by Company

5455

36.2

Overseas members

5455

36.3

When notice is given

5456

36.4

Notice to joint holders

5556

36.5

Counting days

5556

36.6

Notices to "lost" members

5556

UNCLAIMED MONEY

203050858_1

5556

x

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
ACN 005 357 522
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 document.

1.2

Definitions
The following definitions apply in this document.
"Alternate" means an alternate Director appointed under rule 4.1.
"Appointor" in relation to an Alternate, means the Director who appointed the Alternate.
"ASTC" means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).
"ASTC Settlement Rules" means the operating rules of ASTC and, to the extent they areapplicable, the operating rules of each of ASX and Australian Clearing House Pty Limited(ABN 48 001 314 503).
"ASX" means Australian Stock Exchange Limited.
"Board" means the Directors acting collectively under this document.
"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.
"Company" means Australia and New Zealand Banking Group Limited ACN 005 357 522,
whatever its name is for the time being.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Direct Vote" means a vote on a resolution delivered 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 rule 17.5 by the Board).
"Director" means a person who is, for the time being, a director of the Company including,where appropriate, an Alternate.

203050858_1

2.
"dividend" includes a bonus.
"Executive Director" means a Director who is an employee of the Company or a subsidiaryor acts in an executive capacity for the Company or a subsidiary under a contract 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 ASTC 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 as required by the Corporations Act andincludes:(a)a branch register of members; and(b)a computerised or electronic sub-register established and administered under the
ASTC Settlement Rules.

"Remuneration" in relation to a Director (other than an Executive Director):(a)includes salary, bonuses, fringe benefits and superannuation contributions provided
by the Company; and(b)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 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 secretary of
the Company in accordance with this document.

203050858_1

3.
"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 business tobe considered at the meeting.
1.3

Interpretation of this document
Headings and marginal notes are for convenience only, and do not affect interpretation. The
following rules also apply in interpreting this document, 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 ASTC
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 that legislationor 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
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.

203050858_1

4.
(i)

(j)

(k)
2.

A reference to something being "written" or "in writing" or "printed" includes thatthing being:(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 to time.

Where:(i)an expression in a rule deals with a matter which is dealt with by a provisionof the Corporations Act, the Listing Rules or the ASTC Settlement Rules, that
expression has the same meaning in this document 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 document 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 thisdocument, 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 the Corporations Act, this document 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 is eligible for election by that general meeting.

3.3

Election by general meeting
Subject to this document, the Corporations Act and to the number of Directors for the time
being fixed under rule 3.1 not being exceeded, the Company may elect Directors by ordinary
resolution.

3.4

Eligible candidates
The Company in general meeting cannot validly appoint a person as a Director unless:203050858_1

5.

3.5

3.6

(a)

the person retires under rules 3.2 or 3.5 and seeks election or re-election; or(b)

the Board recommends the appointment; or(c)at least 45 business days (or any other period fixed by the Board and notified to ASX)
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 his or her 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 no electionof Directors is scheduled to occur at an annual general meeting under rule 3.2, 3.5(a)or 3.5(b), then 1 Director must retire from office at the annual general meeting.

(d)None of rules 3.5(a), 3.5(b) and 3.5(c) applies to the Managing Director (or if there ismore 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 them will 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:(a)203050858_1

becomes an insolvent under administration;

6.

3.9

(b)

is not permitted by the Corporations Act (or an order made under the Corporations
Act) to be a director or vacates office by force of the Corporations Act;(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)to appoint Directors up to that minimum number;(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 the Board or
act as a Director.

4.2

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

4.3

Obligations and entitlements of Alternates
An Alternate:(a)203050858_1

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;

7.

4.4

(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:

4.5

(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 theAlternate were a Director.

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 the Corporations Act, any other applicable law, the Listing
Rules or this document, the Board:

5.2

(a)

has exclusive power to manage the business of the Company; and(b)subject to rule 5.3, may exercise every right, power or capacity of the Company to the
exclusion of the Company in general meeting and the members.

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

203050858_1

8.
sell or dispose of the main undertaking of the Company unless the decision is ratified by theCompany in general meeting.
6.

EXECUTING NEGOTIABLE INSTRUMENTS

6.1

Board's powers
The Board must decide the manner (including the use of facsimile signatures if thought
appropriate) in which negotiable instruments can be executed, accepted or endorsed for andon 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.

6.2

Delegation of powers
Nothing in rule 6.1 limits the Board's ability to delegate its powers in accordance with rule 8.

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:

(c)
7.2

(i)

on the terms and subject to any restrictions the Board decides; and(ii)

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) is otherwise
subject to the same rules regarding resignation, removal and retirement from office as theother 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)203050858_1

under rule 3.2; and

9.
(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;(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, theBoard has power to do); or(c)the Managing Director ceases to be employed by the Company, unless the Board
decides differently.

8.

DELEGATION OF BOARD POWERS

8.1

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

203050858_1

10.
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 andconvenience 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, the meetingsand proceedings of committees are, so far as they can be (modified as necessary), governedby the rules of this document which regulate the meetings and proceedings of the 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:

9.2

(a)

holding any office or place of profit or employment (other than that of the Company's
auditor);(b)

being a member or creditor of any corporation (including the Company) or
partnership other than the auditor; or(c)entering into any agreement with the Company.

Declaration of interests
A Director must comply with the Corporations Act in relation to disclosure of interests.

9.3

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)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, and may
vote on, matters involving the agreement; and203050858_1

11.
(d)

9.4

if any disclosure required under the Corporations Act is made before the agreement isentered 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:

9.5

(a)

fails to make a disclosure required under the Corporations Act; or(b)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 and thestate 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 or operating
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 the funds of
the Company, an amount of Remuneration which:(a)does not:(i)

203050858_1

in any year exceed in aggregate the amount last fixed by ordinary resolution;

12.
or
(ii)
(b)

(c)

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 issue orpurchase of shares in the Company or the grant of options over shares in the
Company).

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 Remunerationin the form of a non-cash benefit is taken to accrue at the time that the benefit 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)203050858_1

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:

13.

(b)

(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 to a person including a Liability incurred as a result of
appointment or nomination by the Company or wholly-owned subsidiary as a trustee
or as an officer or employee of another corporation;(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:(a)at the time the claim is made; or(b)at the date of adoption of this constitution.

203050858_1

14.
11.4

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.

12.2

Notice of Board meeting(a)

The convenor of each Board meeting:
(i)

(ii)

12.3

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 to that
Alternate; andmay give that notice orally (including by telephone) or in writing.

(b)

Each Director must notify to the Company an address in Australia or New Zealand,
and may notify a fax number or electronic address, as the Director's address to whichnotices of Board 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 held at the place atwhich the greatest number of the Directors present at the meeting is located or, if anequal number of Directors is located in each of 2 or more places, at the place where
the chairman 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 Chairman may adjourn the meeting until the203050858_1

15.
difficulty is remedied or may, where a quorum of Directors remains present, continue
the meeting.
12.4

12.5

Chairing Board meetings(a)

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

(b)

If there is no chairman or deputy chairman of Directors or if none of them are present
within 15 minutes after the time for which a Board meeting is called or is unwilling toact, the Directors present must elect a Director present to chair the meeting.

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 another way
permitted by the Corporations Act (including any other means of technology), the Board
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 and against a
resolution:
(a)

(b)
12.7

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

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

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

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

12.8

Written resolutions
If:(a)203050858_1

each Director, and each Alternate in respect of whom the Appointor has given noticeunder rule 4.2, is given a document setting out a proposed resolution; and

16.
(b)

at least two-thirds of the Directors who are entitled to vote on the resolution state thatthey 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 from time
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 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 telex, telegram or facsimile or a message in electronic form containing the text ofthe document expressed to have been signed by a Director that is sent to theCompany is a document deemed to be signed by that Director at the time of its receipt
by the Company; and(f)accidental failure to give notice of a document under rule 12.8, or non-receipt of such
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:

203050858_1

17.

13.3

(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 an ordermade under the Corporations Act.

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 andmay 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 notice muststate the general nature of the meeting's business and any other matters required by
the Corporations Act. No business may be transacted at the meeting unless thegeneral 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 tothat resolution (a copy of which has been made available to members to inspect orobtain), without the approval of the chairman of the meeting.

Chairman's powers at a meeting of members(a)

The chairman of a meeting of members:(i)203050858_1

is responsible for the general conduct and procedures to be adopted at themeeting;

18.
(ii)

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

may, subject to the Corporations Act, eject a member from the meeting, at
any time the chairman considers it is necessary or desirable for the proper andorderly conduct of the meeting; and(iv)

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

13.7

(b)

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

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

(d)

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

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 (or of
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 to participate.

(b)

If, before or during a meeting of members any technical difficulty occurs where allmembers may not be able to participate, the Chairman may:203050858_1(i)adjourn the meeting until the difficulty is remedied; or(ii)where a quorum remains present (in the venue at which the Chairman ispresent) and able to participate, subject to the Corporations Act, continue themeeting.

19.
13.10 Admission to general meetings
The chairman of a meeting of members may take any action the chairman 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 meeting any
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 chairman to be dangerous, offensive or
liable to cause disruption;(d)

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

who behaves or threatens to behave in a dangerous, offensive or disruptive way; or(f)

who is not entitled to receive notice of the meeting.

The chairman 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 arecapable of application) modified as necessary.
14.

PROCEEDINGS AT MEETINGS OF MEMBERS

14.1

Member present at meeting
If a member has appointed a proxy or attorney or (in the case of a member which is a body
corporate) a representative to act at a meeting of members, that member is taken to be present
at a meeting at which the proxy, attorney or representative is present.

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 be present
during the entirety of the meeting.

203050858_1

20.
14.3

Quorum not present
If a quorum is not present within 15 minutes after the time for which a meeting of members iscalled:14.4(a)if called as a result of a request of members under the Corporations Act, the meeting
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 thesame 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
If the Board has appointed a Director to chair Board meetings, that Director may also chairmeetings of members. If:(a)there is no Director appointed by the Board to chair Board meetings for the time
being; or(b)

the Director appointed to chair Board meetings is not present at the time a meeting ofmembers 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) to chair the meeting.
14.5

14.6

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

(b)

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

(c)

The auditor has the right 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 thecapacity of auditor.

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 to bepresent, 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 general meeting of the Company.

203050858_1

21.
14.8

Adjournment
(a)

(b)

14.9

Subject to rule 13.7, the chairman 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;(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; andThe chairman's rights under paragraph (a) are exclusive, and unless the chairman
requires otherwise, no vote may be taken or demanded by the members present
concerning any postponement or adjournment.

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.

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 is signed
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 of thechairman 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.

203050858_1

22.
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 proxy or
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 is transmitted to andreceived at a fax number at that office (or another address (including electronic address)
specified for the purpose in the relevant notice of meeting):

15.5

(a)

at least 48 hours before the time for which the meeting was called; or(b)

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

Evidence of proxy forms, powers of attorney and other appointments
The Board may require evidence of:

15.6

(a)

in the case of a proxy form executed or otherwise authenticated by an attorney, therelevant power of attorney or other authority under which the appointment wasauthenticated or a certified copy of it;(b)in the case of an attorney, the power of attorney or a certified copy of it;(c)in the case of a corporate representative, the appointment of the representative inaccordance with the Corporations Act (for example, a copy of the minute recording
the resolution by which the representative was appointed, certified as true and correct
by a director or secretary of the body corporate, or a certificate duly executed by the
body corporate certifying the appointment of the representative); or(d)in the case of any appointment under this rule 15 which is transmitted to theCompany electronically, the identity of the person who transmitted the message
containing the appointment.

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.

203050858_1

23.
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 the appointments:

15.9

(a)

an attorney or representative appointed to act at that particular meeting may act to the
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 aproxy from that member which would result in there being more than 2 proxies of thatmember entitled to act at a meeting. The appointment of proxy made first in time is the firstto 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 evenif, 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 by athird party; or(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.

203050858_1

24.
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 of members
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 determined a
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 the meetingor at any later time required by the ASTC 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, 30.4
and 32.8 and the terms on which shares are issued:
(a)

(b)

(c)

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

203050858_1(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.

25.
16.3

No casting vote of chairman
The Chairman of a meeting of members does not have a casting vote. If an equal number ofvotes 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 31; or(b)

has power to manage a member's property under a law relating to the management ofproperty 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 count any
votes purported to be cast by those members. If a proxy purports to vote in a way or incircumstances that contravene the Corporations Act, on a show of hands the vote is invalid
and the Company must not count it and on a poll rule 17.3 applies.
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 as
to the validity of a vote, must be decided by the chairman of the meeting of members, whose
decision is final.

203050858_1

26.
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 a poll is demanded:

17.2

(a)

by the chairman under rule 17.2(a), before the show of hands is held; or(b)otherwise under rule 17.2, either before or on declaration of the result of the vote on ashow of hands.

Demand for a poll
A poll may be demanded on any resolution, except a resolution concerning the election of thechairman of a meeting or an adjournment of a meeting, by:(a)the chairman;(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 ona 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 the meetingfor the transaction of other business.
17.3

When and how polls must be taken
If a poll is demanded:

17.4

(a)

subject to rule 14.8(b), if the resolution is for the adjournment of the meeting, the pollmust be taken immediately and, subject to rule 17.3(c), in the manner that thechairman of the meeting directs;(b)

in all other cases, the poll must be taken at the time and place and, subject to rule17.3(c), in the manner that the chairman of the meeting directs;(c)votes which the Corporations Act requires to be cast in a given way must be treated as
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; and(e)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 chairman of the meeting
may suspend the proceedings of the meeting for any period the chairman decides without

203050858_1

27.
effecting an adjournment. No business may be transacted and no discussion may take place
during any suspension of proceedings unless the chairman otherwise allows.
17.5

17.6

17.7

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 tobe considered at, and specified in the notice convening, a meeting of members, byDirect 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 (which must be no later than
the time appointed for the commencement of the meeting or, in the case of an
adjournment, the resumption of the meeting).

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 thepoll as if the member had cast the votes in the poll at the meeting, and the votes of themember are to be counted accordingly.

(c)

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

(d)

Receipt of a Direct Vote from a member has the effect of revoking (or, in the case ofa 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.

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
before the time appointed for the commencement of the meeting (or in the case of any
adjournment, the resumption of the meeting); and(b)

is automatically withdrawn if:(i)203050858_1

the member attends the meeting in person (including, in the case of a body
corporate, by representative);

28.
(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 inclusive 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 to act
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 start or resumptionof 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.

19.

MINUTES

19.1

Minutes must be kept
The Board must cause minutes to be kept in accordance with the Corporations Act of:(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;203050858_1

29.

19.2

(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.

Share seal
The Board may decide whether or not the Company has a share seal, as a duplicate of thecommon seal. A share seal must:

20.3

(a)

be a facsimile of the common seal and have the words "share seal" on its face; and(b)(but need not be) only be used in sealing share certificates and option certificates of
the Company and be affixed in the same manner as the common seal.

Use of seals
The common seal and share or other duplicate seal (if any) may only be used with theauthority 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.

20.4

Fixing seals to documents
Without limiting the ways in which the Company can execute documents in accordance with
the Corporations Act (or otherwise) if the Company has a common seal or a share or otherduplicate 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.

203050858_1

30.
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' report thatcomply 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 thereport 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 beredeemed). The rights attached to preference shares are:203050858_1

31.

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 meetings of
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)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); and(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.

203050858_1

32.
23.

PREFERENCE SHARES

23.1

Rights attaching to preference shares

23.2

(a)

The Board may, subject to this document, 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 will beidentified in the manner determined by the Board.

Dividend rights
(a)

(b)

23.3

Without limiting the powers of the Board under this document, before allotting any
preference shares, the Board must determine the following matters or the manner inwhich 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 other classesof 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 fordividends.

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 to takeaccount 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 otherthan 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 the holder of thepreference 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:(a)203050858_1

the Company shall pay dividends on the preference shares:

33.

23.4

(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 amount equal
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 amount equal
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 accordance withrule 21.2.

23.5

Voting rights
A holder of preference shares has the right to speak and vote at a meeting of members of theCompany 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 the preference
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.

203050858_1

34.
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 onany dividend payment date, and also the payment in full of all dividends stated to bepayable on that date on any other preference shares expressed to rank equally withthem for participation in profits, then each such dividend shall be declared and paidin 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 be declaredby the Board pro rata for the non-cumulative preference shares and such otherpreference shares to the extent of the available distributable profits (if any) to theintent that the amount of dividend declared per share on each such non-cumulative
preference share and other preference share will bear to each other the same ratio as
the dividends accrued per share on each such non-cumulative preference share andon each other preference share (including cumulative dividends accrued if any) bearto 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, thenprovided the Directors have acted in good faith they shall not incur any liability for
any loss which any shareholder may suffer in consequence 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 breach of,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 rightto participate in the profits of the Company and if and to the extent that all or any partof a dividend is on any occasion not paid for the reasons described in paragraphs (b)or (c) of this rule 23.6, the holders of such shares shall have no claim in respect ofsuch 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 thedates determined by the Board prior to issue, and the amount of dividend payable in

203050858_1

35.
respect of any period shorter than a full dividend period will be calculated on thebasis of a 365 day year (or, if the Board so determines prior to allotment, 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 a sum
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 forthe 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 not been
set aside to provide for such payment in full, the Company may not without approvalof a special resolution passed at a separate general meeting of holders of the
non-cumulative preference shares in accordance with rule 22.6 redeem or purchaseor otherwise acquire for any consideration any other share capital of the Company
and may not set aside any sum nor establish any sinking fund for the redemption,purchase or other such acquisition, or pay a cash dividend on any share capital overwhich the non-cumulative preference shares rank in priority for participation 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 noless than 12 months have been declared and paid in full.

Redeemable preference shares
(a)

(b)

203050858_1

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 in accordancewith the terms of issue determined by the Board prior to issue.

36.
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 theholders 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 shall apply,
namely, that the holders of the preference shares shall have the right on a winding upof 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 other amount to which theholder 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 to rankin 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 ASTC 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.

203050858_1

37.
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 in accordancewith the Corporations Act. The Company must not charge any fee to issue a certificate.

24.3

Multiple certificates and joint holders
Subject to rule 24.1, if a member requests the Company to issue several certificates each fora 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 which rules28.8 and 28.9 apply);(d)liability for instalments or calls (which subject to the Corporations Act is joint andseveral);(e)sale of Non-marketable Parcels under rule 32; and(f)transfer.

Non-beneficial holders
Subject to the Corporations Act, unless otherwise ordered by a court of competentjurisdiction or required by statute, the Company:(a)203050858_1

may treat the registered holder of any share as the absolute owner of it; and

38.
(b)
25.3

need not recognise any equitable or other claim to or interest in a share by any person
except a registered holder.

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 of sharesof the Company between the register of members and a branch register and between branchregisters.

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 registered holder
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 Rateon that part of the advance payment which for the time being exceeds the aggregate
amount of the calls then made on the shares in respect of which it was paid; 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:(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.

203050858_1

39.
26.4

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.

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 call tothe 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; and(b)notice of the call was given under rules 26.4 and 36.1; and(c)the person sued appears in the Register as a holder of the share in respect of which thecall 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;203050858_1

40.
(d)

specifies a date at least 14 days after the date of the notice by which and a place atwhich payment must be made; and(e)states that if payment is not made at that place on or before that date, the share towhich the call relates is liable to be forfeited.

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 document 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.

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26.14 Effect of forfeiture
A person who held a share which has been forfeited under rule 26.10 ceases to be a member
in respect of that share but remains liable to pay the Called Amount until it is paid in full.
The Board may elect not to enforce payment of an amount due to the Company under thisrule.
26.15 Application of proceeds
The Company must:(a)apply the net proceeds of any re-issue, sale or disposal of a forfeited share under rule26.11 (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.

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

Sale under lien
If:(a)the Company has a lien on a share;(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 a place at 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 ASTC Settlement Rules toprotect a lien or other interest in shares to which it is entitled by law or under this document.

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 to require theCompany to make any payment, on account of a member or referable to a share held by thatmember (whether alone or jointly) or a dividend or other amount payable in respect of ashare 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 withinterest at the Interest Rate from the date of payment by the Company to the date ofre-payment by the member; and203050858_1

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(c)

subject to rule 30.5, may refuse to register a transfer of any share by that member
until the debt has been paid to the Company.

Nothing in this document 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 the member,
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:(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 this rule
27.

28.

DIVIDENDS

28.1

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

28.2

28.3

(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 withthose 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.

Dividends must be paid out of profits(a)

The Company must not pay a dividend except out of profits of the Company(including profits previously set aside as a reserve). The Company does not incur adebt merely by fixing the amount or 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)

A resolution of the Board as to the amount of the Company's profits and the amountof them available for dividend is conclusive.

Payment of dividends
Subject to the Corporations Act, rules 28.2, 28.4 and 28.10, and the terms of issue of shares,
the Board may resolve to pay any dividend it thinks appropriate and fix the time for payment.

28.4

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

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28.5

(a)

the Company may pay a dividend on 1 class of shares to the exclusion of anotherclass; and(b)(subject also to rule 28.5) 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 that theamount for the time being paid on the share bears to the total issue price of the share.

Prepayments, payments during dividend period and credits without payment
For the purposes of rule 28.4:

28.6

(a)

an amount paid in advance of calls is not taken into account as part of the amount for
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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28.7

Source of dividends
Subject to the Listing Rules, the Board may resolve to pay a dividend to some members outof a particular reserve or out of profit derived from a particular source and pay the same
dividend to other members entitled to it out of other reserves or profits.

28.8

Method of payment
The Company may pay any cash dividend, interest or other money payable in respect ofshares by cheque sent, and may distribute assets by sending the certificates or other evidenceof title to them, through the post directed to:(a)the address of the member (or in the case of a jointly held share, the address of thejoint holder named first in the Register); or(b)

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 by direct
credit.
28.9

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.

28.10 Retention of dividends by Company
The Company may retain the dividend payable on a share:(a)of which a person seeks to be registered as the holder under rule 31.2 or 31.3, untilthat 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 the lien
exists; and(c)that is part of a Non-marketable Parcel if the Non-marketable Parcel was created by atransfer of shares after the date on which this constitution is adopted by the Company
until the shares comprising the Non-marketable Parcel are sold under rule 32 or,
because of the transfer of additional shares to the holder, the shares held by the holder
cease to be a Non-marketable Parcel.

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

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29.

SHARE PLANS

29.1

Implementing share plans
Without limiting the Board's powers under rule 22.1, the Board may (subject to the
Corporations Act and the Listing Rules) implement 1 or more of:
(a)

(b)

(c)

29.2

a re-investment plan under which any dividend or other cash payment in respect of ashare or convertible security may, at the election of the person entitled to it, be:(i)retained by the Company and applied in payment for fully paid shares or othersecurities issued under the plan; and(ii)

treated as having been paid to the person entitled and simultaneously re-paidby that person to the Company to be held by it and applied in accordance withthe plan;any other plan under which members or security holders may elect that dividends orother cash payments in respect of shares be satisfied:(i)by the issue of shares or other securities of the Company or any other body
corporate or trust in place of dividends or other cash payments; or(ii)

be paid out of a particular reserve or out of profits derived from a particularsource; or(iii)

be forgone in consideration of another form of distribution from the Company,
another body corporate or a trust; anda plan under which shares or other securities of the Company or any other body
corporate may be issued or otherwise provided for the benefit of employees or
Directors of the Company or any of its related bodies corporate.

Board obligations and discretions
The Board:(a)must do everything necessary or desirable to give effect to a plan implemented underrule 29.1 and the rules governing it; and(b)may, as it thinks appropriate, for any plan implemented under rule 29.1:(i)vary the rules governing; or(ii)suspend or terminate,

its operation.

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30.

TRANSFER OF SHARES

30.1

Mode of transfer
Subject to this document, a member may transfer a share by any means permitted by the
Corporations Act or by law. The Company must not charge any fee on transfer of a share.

30.2

Market obligations
The Company:

30.3

(a)

may do anything permitted by the Corporations Act, the Listing Rules and the ASTC
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 ASTC 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 ASTC
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.
30.4

Restricted securities
If any securities of the Company are classified as restricted securities under the Listing
Rules:(a)during the escrow period set by the restriction agreement required by ASX in relation
to those securities:(i)the member who holds the restricted securities may not dispose of them; and(ii)

the Company must not register a transfer of the restricted securities orotherwise acknowledge a disposal of them,

except as permitted by the Listing Rules or ASX; and203050858_1

48.
(b)

if there is a breach of the Listing Rules or of the relevant restriction agreement inrelation to a restricted security, the holding of that security does not, while the breachcontinues, entitle a member:(i)

to be present, speak or vote at, or be counted in the quorum for, a meeting ofmembers; or(ii)

to receive any dividend or other distribution.

In this rule 30.4, "dispose" (and other grammatical forms of it) has the meaning given by the
Listing Rules.
30.5

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 ASTC 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 ASTC
Settlement Rules forbid registration; and(d)without limiting paragraph (a), subject to the Corporations Act, the Listing Rules andthe ASTC Settlement Rules, may refuse to register a transfer of shares where theregistration of the transfer would create a new holding of an Non-marketable Parcel.

If the Board refuses to register a transfer, the Company must give the lodging party notice ofthe refusal and the reasons for it within 5 business days after the date on which the transfer
was delivered to it.
30.6

Transferor remains holder until transfer registered
The transferor of a share remains the holder of it until:

30.7

(a)

in the case of a proper ASTC transfer, the time the Corporations Act or the ASTC
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.

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 office of:(a)203050858_1

the revocation of the power of attorney; or

49.
(b)

the death, dissolution or insolvency of the member.

31.

TRANSMISSION OF SHARES

31.1

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 the deceased
joint holder is not released from any liability in respect of the shares.

31.2

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:

31.3

(a)

subject to rules 30.5 and 31.4 the Company must register the personal representative
as the holder of the shares as soon as practical after receipt of a written and signed
notice to the Company from the representative requiring it to do so; and(b)whether or not registered as the holder of the shares, the personal representative:(i)may, subject to rule 30, 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 30.5 and 31.4 the Company must register that person as the holder ofthe 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)may, subject to rule 30, transfer the shares to another person; and(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.

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31.4

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 if that
person were the transferee named in a transfer signed by a living, solvent, competent
member.

32.

NON-MARKETABLE PARCELS

32.1

Board power of sale

32.2

(a)

The Board may sell a share that is part of a Non-marketable Parcel if it does so inaccordance with rule 32.2 or 32.3 (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 32.2 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 32.1, any notice given by the Board
under this rule is taken never to have been given and the Board may give a new noticeafter the close of the offers made under the takeover.
(b)

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 32.2, the Company receives a written notice that the member wants tokeep the Non-marketable Parcel.

(c)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 32.2 to each of the joint
holders.

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32.3

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

32.4

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

32.5

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

32.6

Application of proceeds
(a)

(b)

In the case of a sale under rule 32.2, 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: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 the certificate (if any)
for the shares sold or evidence of its loss or destruction;(iv)

if the shares sold were certificated, not pay the proceeds of sale out of the trust
account until it has received the certificate for them or evidence of its loss ordestruction; and(v)

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

In the case of a sale under rule 32.3, the Company must:(i)

203050858_1(A)

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 28.10(c); and

52.
(ii)
32.7

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 inthe sale. The sole remedy of any person previously interested in the share is damages which
may be recovered only from the Company.

32.8

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.

33.

ALTERATION OF SHARE CAPITAL

33.1

Capitalisation of profits
The Company may capitalise profits, reserves or other amounts available for distribution tomembers. Subject to the terms of issue of shares and rule 33.4, members are entitled toparticipate in a capital distribution in the same proportions in which they are entitled toparticipate in dividends.

33.2

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:

33.3

(a)

fix the value of specific assets;(b)

make cash payments to members on the basis of the value fixed for assets or in placeof fractional entitlements which are disregarded so as to adjust the rights of members
between themselves;(c)disregard fractional entitlements; and(d)vest cash or specific assets in trustees.

Conversion of shares
Subject to the Corporations Act, the Listing Rules, rules 22.2 and 33.5 and the terms of issueof 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

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shares into a larger number of shares the proportion between the amount paid and the amount
unpaid on each share must be the same as before the conversion). This rule 33.3 does not
limit any other way in which the Company can convert or alter share capital in accordancewith the Corporations Act and the Listing Rules.
33.4

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:

33.5

(a)

make a cash payment or disregard fractional entitlements so as to adjust the rights ofmembers between themselves; or(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 an amountunder rule 33.1 even though not all members participate in the capitalisation.

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

33.6

(a)

by reduction of capital in accordance with the Corporations Act; or(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:(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.
34.

CURRENCY FOR PAYMENTS

34.1

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:

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(a)

dividends;(b)other amounts payable to members (including repayments of capital and distributionsof capitalised amounts); or(c)remuneration of Directors or other officers,

in the currency of a country other than Australia.
34.2

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 the Australian
dollar equivalent of the payment, the Board must fix a time (earlier than the time for payment)
and specify the buying or selling rate quoted by the Company or by any other financial
institution approved by the Board as the time and rate that apply for that purpose.

34.3

Preference shares
Nothing in this rule 34 limits anything in rule 23.

35.

WINDING UP

35.1

Entitlement of members
Subject to the terms of issue of shares and this rule 35, 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 is counted
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.

35.2

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

35.3

(a)

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 themembers and different classes of members; and(b)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.

35.4

Distribution not in accordance with legal rights
If the liquidator decides on a division or vesting of assets of the Company under rule 35.2
which does not accord with the legal rights of the contributories, any contributory who

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55.
would be prejudiced by it may dissent and has ancillary rights as if that decision were a
special resolution passed under the Corporations Act.
36.

NOTICES

36.1

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 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; or(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.
36.2

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

36.3

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

(b)

if it is delivered personally or sent by fax or electronic message:(i)by 5.00 pm (local time in the place of receipt) on a business day - on that day;
or

(ii)

after 5.00 pm (local time in the place of receipt) on a business day, or on a daythat is not a business day - on the next business day; andif it is sent by mail – on the day it is posted.

A certificate in writing signed by a Director or Secretary of the Company stating that a notice
was sent is conclusive evidence of service.
36.4

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 respect

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56.
of 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.
36.5

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.

36.6

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 to which
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 36.2,

the Company may give effective notice and future notices to that member by exhibiting thenotice at the Company's registered office for at least 48 hours.
This rule ceases to apply if the member gives the Company notice of a new address.
37.

UNCLAIMED MONEY
The Company must deal with unclaimed dividends and distributions and unclaimed proceedsof shares sold or reissued under this document in accordance with the law relating to
unclaimed money in the Company's jurisdiction of registration.

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