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                                                                     EXHIBIT 1.1

CONSTITUTION

Ansell limited
ABN 89 004 085 330

(Adopted by a special resolution of the members on 12 April 2002)

[LOGO OF FREEHILLS]

101 Collins Street Melbourne Victoria 3000 Australia
Telephone 61 3 9288 1234 Facsimile 61 3 9288 1567
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under the Professional Standards Act 1994 (NSW)

Reference SJW:SLS

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                                                                    Constitution

TABLE OF CONTENTS

Clause                                                                    Page

Preliminary                                                                  1

1        Definitions and interpretation                                      1
2        Application of other definitions                                    3
3        Exercising powers                                                   3
4        Table A and other rules do not apply                                4

Share capital                                                                4

5        Shares                                                              4
6        Implementing changes to share capital                               5
7        Joint holders of shares                                             5
8        Equitable and other claims                                          5
9        Altering rights and class meetings                                  6

Calls, forfeiture, indemnities and lien                                      7

10       Calls                                                               7
11       Proceedings to recover calls                                        8
12       Payments in advance of calls                                        8
13       Forfeiting partly paid shares                                       8
14       Payments by the company                                             9
15       Lien on shares                                                     10
16       Procedures after sale, reissue or other disposal of shares
         by the company                                                     11
17       General                                                            12

Transferring and transmitting shares                                        12

18       Transferring shares                                                12
19       Power to decline to register transfers                             13
20       Power to close register of members                                 14
21       Selling non-marketable parcels                                     14
22       Transmitting shares                                                15

General meetings                                                            16

23       Calling general meetings                                           16
24       Notice of general meetings                                         16
25       Admission to general meetings                                      17
26       Quorum at general meetings                                         18
27       Chair of general meetings                                          18
28       Conduct at general meetings                                        19
29       Decisions at general meetings                                      20
30       Voting rights                                                      21
31       Representation at general meetings                                 22

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Directors                                                                   24

32       Number of directors                                                24
33       Appointing and retirement of directors                             25
34       Vacating office                                                    26
35       Remuneration                                                       26
36       Disclosing directors' interests                                    28
37       Directors may contract with the company and hold
         other offices                                                      28
38       Powers and duties of directors                                     29
39       Proceedings of directors                                           30
40       Calling meetings of directors                                      30
41       Quorum at meetings of directors                                    30
42       Chair and deputy chair of directors                                31
43       Authority and decisions of directors                               31
44       Circular resolutions                                               31
45       Alternate directors                                                32
46       Committees of directors                                            33
47       Validity of acts                                                   33

Executive officers                                                          34

48       Managing director and executive director                           34
49       Secretary                                                          34
50       Provisions applying to executive officers                          34

Seals                                                                       35

51       Using the seal                                                     35
52       Seal register                                                      35

Distributions to members                                                    35

53       Dividends                                                          35
54       Capitalising profits                                               37
55       Ancillary powers                                                   38
56       Reserves                                                           39
57       Carrying forward profits                                           39
58       Distributing surplus                                               39
59       Dividing property                                                  40

Records                                                                     40

60       Inspection of and access to records                                40

Protection of officers and former officers                                  41

61       Indemnity and insurance                                            41

NOTICES                                                                     42

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62       Giving of Notices                                                  42
63       Time of service                                                    43
64       Other communications and documents                                 43

General                                                                     43

65       Submission to jurisdiction                                         43
66       Prohibition and enforceability                                     43
67       Transitional Provisions                                            44

Restricted Securities                                                       44

68       Restricted Securities                                              44

Partial Takeovers                                                           45

69       Partial Takeovers                                                  45

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                                 ANSELL LIMITED

                               ABN 89 004 085 330

                       A PUBLIC COMPANY LIMITED BY SHARES

                                  CONSTITUTION

                          (AS ADOPTED ON 12 APRIL 2002)

                                   PRELIMINARY

1    DEFINITIONS AND INTERPRETATION

          (a)  In this constitution:

               Act means Corporations Act 2001 (Cth);

               Exchange means Australian Stock Exchange Limited or such other
               body corporate that is declared by the directors to be the
               company's primary stock exchange for the purposes of this
               definition;

               Listing Rules means the listing rules of the Exchange as they
               apply to the company from time to time;

               record time means:

               (1)  in the case of a meeting for which the caller of the meeting
                    has decided, under the Act, that shares are to be taken to
                    be held by the persons who held them at a specified time
                    before the meeting, the specified time; and

               (2)  in any other case, the time of the relevant meeting;

               representative, in relation to a member which is a body corporate
               and in relation to a meeting, means a person authorised by the
               body corporate in accordance with the Act (or a corresponding
               previous law) to act as its representative at that meeting;

               SCH means the Securities Clearing House of the Exchange;

               transmission event means:

               (1)  for a member who is an individual:

                    (A)  the member's death;

                    (B)  the member's bankruptcy; or

                    (C)  the member becoming of unsound mind or a person who, or
                         whose estate, is liable to be dealt with in any way
                         under the law relating to mental health; and

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               (2)  for a member which is a body corporate, the dissolution of
                    the member or the succession by another body corporate to
                    the assets and liabilities of the member.

          (b)  A reference in this constitution to:

               (1)  a partly paid share is a reference to a share on which there
                    is an amount unpaid;

               (2)  an amount unpaid on a share includes a reference to any
                    amount of the issue price which is unpaid; and

               (3)  a call or an amount called on a share includes a reference
                    to a sum that, by the terms of issue of a share, becomes
                    payable on allotment or at a fixed date.

          (c)  A reference in this constitution to a member for the purposes of
               a meeting of members is a reference to a registered holder of
               shares as at the relevant record time.

          (d)  A reference in this constitution to a member present at a general
               meeting is a reference to a member present in person or by proxy,
               attorney or representative.

          (e)  A reference in this constitution in general terms to a person
               holding or occupying a particular office or position is a
               reference to any person who occupies or performs the duties of
               that office or position.

          (f)  A reference in this constitution to a monetary amount is a
               reference to that amount in Australian currency or such other
               currency as may be determined by the directors from time to time.

          (g)  Unless the contrary intention appears, in this constitution:

               (1)  headings are only for convenience and do not affect the
                    meaning of this constitution;

               (2)  words that refer to a singular number also refer to plural
                    numbers, and the other way around;

               (3)  words that refer to a gender also refer to the other
                    genders;

               (4)  words used to refer to persons generally, or to refer to a
                    natural person, include a company, corporation, body
                    corporate, body politic, partnership, joint venture,
                    association, board, group or other body (whether or not the
                    body is incorporated);

               (5)  a reference to a person includes that person's successors
                    and legal personal representatives;

               (6)  a reference to a statute, regulation, proclamation,
                    ordinance or by-law or a provision of any of them includes
                    all statutes, regulations, proclamations, ordinances,
                    by-laws or provisions varying, consolidating or replacing
                    them, and a reference to a statute includes all regulations,
                    proclamations, ordinances and by-laws issued under that
                    statute;

               (7)  a reference to the Listing Rules or the SCH business rules
                    includes any variation, consolidation or replacement of
                    those rules and is to

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                    be taken to be subject to any waiver or exemption granted to
                    the company (or to the benefit of which the company is
                    entitled) from compliance with those rules; and

               (8)  where a word or phrase is given a particular meaning, other
                    parts of speech and grammatical forms of that word or phrase
                    have corresponding meanings.

2    APPLICATION OF OTHER DEFINITIONS

          Unless the contrary intention appears:

          (a)  an expression in a rule that deals with a matter dealt with by a
               provision of the Act, the Listing Rules or the SCH business rules
               has the same meaning as in that provision; and

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

3    EXERCISING POWERS

          (a)  The company may in any way the Act permits:

               (1)  exercise any power;

               (2)  take any action; or

               (3)  engage in any conduct or procedure,

               which, under the Act a company limited by shares may exercise,
               take or engage in.

          (b)  Where this constitution provides that a person may do a
               particular act or thing and the word "may" is used, the act or
               thing may be done at the person's discretion.

          (c)  Where this constitution confers a power to do a particular act or
               thing, the power is, unless the contrary intention appears, to be
               taken as including a power exercisable in the same way and
               subject to the same conditions (if any) to repeal, rescind,
               revoke, amend or vary that act or thing.

          (d)  Where this constitution confers a power to do a particular act or
               thing, the power may be exercised from time to time.

          (e)  Where this constitution confers a power to do a particular act or
               thing concerning particular matters, the power is, unless the
               contrary intention appears, to be taken to include a power to do
               that act or thing as to only some of those matters or as to a
               particular class of those matters, and to make different
               provision concerning different matters or different classes of
               matters.

          (f)  Where this constitution confers a power to make appointments to
               an office or position (except the power to appoint a director
               under rule 33(a)), the power is, unless the contrary intention
               appears, to be taken to include a power:

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               (1)  to appoint a person to act in the office or position until a
                    person is permanently appointed to the office or position;

               (2)  to remove or suspend any person appointed (without prejudice
                    to any rights or obligations under any contract between the
                    person and the company); and

               (3)  to appoint another person temporarily in the place of any
                    person removed or suspended or in the place of any sick or
                    absent holder of the office or position.

          (g)  To the extent the law permits, where this constitution gives
               power to a person to delegate a function or power:

               (1)  the delegation may be concurrent with, or (except in the
                    case of a delegation by the board of directors) to the
                    exclusion of, the performance or exercise of that function
                    or power by the person;

               (2)  the delegation may be either general or limited in any way
                    provided in the terms of delegation;

               (3)  the delegation need not be to a specified person but may be
                    to any person holding, occupying or performing the duties of
                    a specified office or position;

               (4)  the delegation may include the power to delegate; and

               (5)  where performing or exercising that function or power
                    depends on that person's opinion, belief or state of mind
                    about a matter, that function or power may be performed or
                    exercised by the delegate on the delegate's opinion, belief
                    or state of mind about that matter.

4    TABLE A AND OTHER RULES DO NOT APPLY

          The regulations contained in the Table marked "A" in the Second
          Schedule to the Companies Act 1915 and any provisions of the Act that
          apply (or would but for this rule apply) internal management rules to
          the company as a replaceable rule are displaced by this constitution
          and do not apply to the company except insofar as they are repeated in
          this constitution.

                                  SHARE CAPITAL

5    SHARES

          Subject to this constitution, the directors may:

          (a)  issue, grant options for, or otherwise dispose of, shares in the
               company; and

          (b)  decide:

               (1)  the terms on which shares are issued or options are granted;

               (2)  the rights and restrictions attached to those shares or
                    options; and

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               (3)  the terms on which the allotment of preference shares may be
                    submitted for the approval of members, to the extent
                    required by the Act.

6    IMPLEMENTING CHANGES TO SHARE CAPITAL

          (a)  The company may reduce its share capital or alter its capital
               structure in any manner permitted by the Act or the Listing
               Rules.

          (b)  Subject to any requirements in the Act, the directors may do
               anything necessary or desirable to give effect to any resolution
               altering the company's share capital, including, without
               limitation where a member becomes entitled to a fraction of a
               share on a consolidation any or all of:

               (1)  making cash payments;

               (2)  determining that all or any fractions may be disregarded;

               (3)  appointing a trustee to deal with any fractions on behalf of
                    members; and

               (4)  rounding up each fractional entitlement to the nearest whole
                    share.

7    JOINT HOLDERS OF SHARES

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

          (a)  they are liable individually as well as jointly for all payments,
               including calls, in respect of the share;

          (b)  subject to paragraph (a), on the death of any one of them the
               survivor or survivors is/are the only person(s) the company will
               recognise as having any title to the share;

          (c)  any one of them may give effectual receipts for any dividend,
               bonus, interest or other distribution or payment in respect of
               the share; and

          (d)  except where persons are jointly entitled to a share because of a
               transmission event, or where required by the Listing Rules, the
               company may limit to 3 the number of persons to be registered as
               joint holders of the share.

8    EQUITABLE AND OTHER CLAIMS

          Except where a law requires otherwise, the company is entitled to
          treat the registered holder of a share as the absolute owner of that
          share and need not:

          (a)  recognise a person as holding a share on any trust, even if the
               company has notice of that trust; or

          (b)  recognise, or be bound by, any equitable, contingent, future or
               partial claim to or interest in a share by any other person,
               except an absolute right of

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               ownership in the registered holder, even if the company has
               notice of that claim or interest.

9    ALTERING RIGHTS AND CLASS MEETINGS

          (a)  The Company may by resolution convert or reclassify shares from
               one class to another.

          (b)  Unless the terms of issue of a class of shares provide otherwise:

               (1)  all or any of the rights or privileges attached to a class
                    of shares which does not exist at the date this constitution
                    is adopted may be varied, whether or not the company is
                    being wound up, only with the consent in writing of the
                    holders of at least three-fourths of the issued shares of
                    that class, or with the sanction of a special resolution
                    passed at a separate meeting of the holders of shares of
                    that class;

               (2)  the provisions of this constitution relating to general
                    meetings apply, so far as they can and with such changes as
                    are necessary, to each separate meeting of the holders of
                    shares of that class; and

               (3)  the rights conferred upon the holders of shares of that
                    class are to be taken as not having been varied by the
                    creation or issue of further shares ranking equally with
                    them.

          (c)  The following provisions of this rule 9(c) apply to a class of
               shares which exists at the date this constitution is adopted:

               (1)  the rights attached to a class of shares will not be varied
                    or abrogated and this constitution will not be altered so as
                    to authorise the variation or abrogation of those rights
                    unless consent to the variation or abrogation has first been
                    given either by:

                    (A)  an instrument or instruments in writing executed by the
                         holders of 75% of the issued shares included in the
                         class; or

                    (B)  a special resolution of the holders of the issued
                         shares included in the class.

               (2)  Nothing in this rule will derogate from or affect any right
                    to exercise any statutory or other power which would have
                    existed if this rule were omitted Provided Always that the
                    provisions of this rule will not apply to any variation or
                    abrogation of such rights as a consequence of any increase
                    of the capital of the company.

               (3)  The provisions of this constitution relating to general
                    meetings apply so far as they are capable of application and
                    with such changes as are necessary to every meeting of the
                    holders of the issued shares included in a class of shares
                    which is convened for the purpose of considering a special
                    resolution under this rule except that:

                    (A)  a quorum is constituted by members present representing
                         25% of the issued shares included in the class; and

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                    (B)  any holder of shares included in the class, present in
                         person or by proxy or attorney or, in the case of a
                         holder which is a corporation, by representative, may
                         demand a poll.

                     CALLS, FORFEITURE, INDEMNITIES AND LIEN

10   CALLS

          (a)  Subject to this constitution and to the terms on which any shares
               are issued, the directors may:

               (1)  make calls on the members for any amount unpaid on their
                    shares which is not by the terms of issue of those shares
                    made payable at fixed times; and

               (2)  on the issue of shares, differentiate between members as to
                    the amount of calls to be paid and the time for payment.

          (b)  The directors may require a call to be paid by instalments.

          (c)  On receiving at least 14 days' notice (or any longer period
               required by the Listing Rules) specifying the time and place of
               payment, each member must pay to the company by the time and at
               the place specified the amount called on the member's shares.

          (d)  A call is taken to have been made when the resolution of the
               directors authorising the call is passed.

          (e)  The directors may revoke a call or extend the time for payment.

          (f)  Failure of a member to receive a notice of a call, or accidental
               failure to give notice of a call to a member, does not invalidate
               the call.

          (g)  If an amount called on a share is not paid in full by the time
               specified for payment, the person from whom the amount is due
               must, if the directors decide, pay:

               (1)  interest on the unpaid part of the amount from the date
                    specified for payment of the amount to the date of actual
                    payment, at a rate determined under rule 17; and

               (2)  if the share was issued after the date this constitution is
                    adopted, any expenses or damages the company incurs because
                    the amount has not been paid or has been paid late.

          (h)  Any amount unpaid on a share that, by the terms of issue of the
               share, becomes payable on allotment or at a fixed date:

               (1)  must be treated for the purposes of this constitution as if
                    that amount were payable under a call duly made and
                    notified; and

               (2)  must be paid on the date on which it is payable under the
                    terms of issue of the share.

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          (i)  The directors may, to the extent the law permits, waive or
               compromise all or part of any payment due to the company under
               the terms of issue of a share or under this rule 10.

11   PROCEEDINGS TO RECOVER CALLS

          (a)  In an action or other proceedings to recover a call, or interest
               or costs or expenses incurred because of the failure to pay or
               late payment of a call, proof that:

               (1)  the name of the defendant is entered in the register as the
                    holder or one of the holders of the share on which the call
                    is claimed;

               (2)  the resolution making the call is recorded in the minute
                    book; and

               (3)  notice of the call was given to the defendant complying with
                    this constitution,

               is conclusive evidence of the debt and it is not necessary to
               prove the appointment or committee membership of the directors
               who made the call or any other matter.

          (b)  In paragraph (a), defendant includes a person against whom the
               company alleges a set-off or counterclaim, and action or other
               proceedings for the recovery of a call is to be interpreted
               accordingly.

12   PAYMENTS IN ADVANCE OF CALLS

          (a)  The directors may accept from a member the whole or a part of the
               amount unpaid on a share even though no part of that amount has
               been called.

          (b)  The directors may authorise payment by the company of interest on
               the whole or a part of an amount accepted under paragraph (a),
               until the amount becomes payable, at a rate agreed between the
               directors and the member paying the amount.

          (c)  Unless a different agreement is made, the directors may repay to
               a member all or a part of the amount accepted under paragraph
               (a).

13   FORFEITING PARTLY PAID SHARES

          (a)  If a member fails to pay the whole of a call or an instalment of
               a call by the time specified for payment, the directors may serve
               a notice on that member:

               (1)  requiring payment of the unpaid part of the call or
                    instalment, together with any interest that has accrued and
                    all costs, expenses or damages that the company has incurred
                    because of the failure to pay;

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               (2)  naming a further time (at least 14 days after the date of
                    the notice) by which, and a place at which, the amount
                    payable under sub-paragraph (1) must be paid; and

               (3)  stating that, if the whole of the amount payable under
                    sub-paragraph (1) is not paid by the time and at the place
                    named, the shares on which the call was made will be liable
                    to be forfeited.

          (b)  If the requirements of a notice served under paragraph (a) are
               not complied with, the directors may by resolution forfeit any
               share concerning which the notice was given at any time after the
               day named in the notice and before the payment required by the
               notice is made.

          (c)  A forfeiture under paragraph (b) includes all dividends, interest
               and other money payable by the company on the forfeited share and
               not actually paid before the forfeiture.

          (d)  Where a share has been forfeited:

               (1)  notice of the resolution must be given to the member in
                    whose name the share stood immediately before the
                    forfeiture; and

               (2)  an entry of the forfeiture, with the date, must be made in
                    the register of members.

          (e)  Failure to give the notice or to make the entry required under
               paragraph (d) does not invalidate the forfeiture.

          (f)  A forfeited share becomes the property of the company and the
               directors may sell, reissue or otherwise dispose of the share in
               the way they think fit and, in the case of reissue or other
               disposal, with or without crediting as paid up any money paid on
               the share by any former holder.

          (g)  A person whose shares have been forfeited ceases to be a member
               as to the forfeited shares, but must, if the directors decide,
               pay to the company:

               (1)  all calls, instalments, interest, costs, expenses and
                    damages owing on the shares at the time of the forfeiture;
                    and

               (2)  interest on the unpaid part of the amount payable under
                    sub-paragraph (1), from the date of the forfeiture to the
                    date of actual payment, at a rate determined under rule 17.

          (h)  The forfeiture of a share extinguishes all interest in, and all
               claims and demands against the company relating to, the forfeited
               share and, subject to rule 16(i), all other rights attached to
               the share.

14   PAYMENTS BY THE COMPANY

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

          (a)  in respect of shares held solely or jointly by a member;

          (b)  in respect of a transfer or transmission of shares by a member;

          (c)  in respect of dividends, bonuses or other money due or payable or
               which may become due and payable to a member; or

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          (d)  in any other way for, on account of or relating to a member,

          then, in addition to any right or remedy that a law gives the company
          the member or, if the member is dead, the member's legal personal
          representative must:

          (1)  fully indemnify the company against that liability;

          (2)  on demand reimburse the company for any payment made; and

          (3)  pay interest on the unpaid part of the amount payable to the
               company under sub-paragraph (2), from the date the company makes
               the payment until the date the company is reimbursed in full for
               that payment under sub-paragraph (2), at a rate determined under
               rule 17.

15   LIEN ON SHARES

          (a)  The company has a first and paramount lien on:

               (1)  each partly paid share for all unpaid calls and instalments
                    due on that share;

               (2)  each share acquired under an employee incentive scheme for
                    any amount which is owed to the company for the acquisition
                    of that share; and

               (3)  each share for any amounts the company is called on by law
                    to pay and has paid in respect of that share.

          (b)  The company's lien on a share extends to all dividends payable on
               the share and to the proceeds of sale of the share.

          (c)  The directors may sell a share on which the company has a lien in
               the way they decide where:

               (1)  an amount for which a lien exists under this rule 15 is
                    presently payable; and

               (2)  the company has, at least 14 days before the date of the
                    sale, given the registered holder of the share a written
                    notice stating the part of the amount for which the lien
                    exists that is presently payable, and demanding payment of
                    that amount.

          (d)  The directors may do anything necessary or desirable under the
               SCH business rules to protect any lien, charge or other right to
               which the company is entitled under this constitution or a law.

          (e)  When the company registers a transfer of shares on which the
               company has a lien without giving the transferee notice of its
               claim, the company's lien is released so far as it relates to
               amounts owing by the transferor or any predecessor in title on
               the shares transferred.

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16   PROCEDURES AFTER SALE, REISSUE OR OTHER DISPOSAL OF SHARES BY THE COMPANY

          (a)  A reference in this rule 16 to a sale of a share by the company
               is a reference to any sale, reissue or other disposal of a share
               under rule 13(f), rule 15(c) or rule 21.

          (b)  After the company has sold a share, the directors may:

               (1)  receive the purchase money or consideration given for the
                    share;

               (2)  appoint a person to effect a transfer of the share or
                    execute a transfer of the share or any other document to
                    give effect to the sale; and

               (3)  register as the holder of the share the person to whom the
                    share is sold.

          (c)  A person to whom the company sells shares need not take any steps
               to investigate the regularity or validity of the sale, or to see
               how the purchase money or consideration on the sale is applied.
               That person's title to the shares is not affected by any
               irregularity by the company before the sale. A sale of a share by
               the company is valid even if a transmission event occurs to the
               member before the sale.

          (d)  Damages is the only remedy of a person who suffers any loss
               because of a sale of shares by the company. The claim for damages
               can only be made against the company.

          (e)  The proceeds of a sale, reissue or other disposal under rule
               13(f) or a sale under rule 15(c) must be applied in paying:

               (1)  first, the expenses of the sale, reissue or other disposal;

               (2)  secondly, all money payable (whether presently or not) by
                    the former holder whose shares have been sold, reissued or
                    otherwise disposed of,

               and any balance must be paid to the former holder on the former
               holder delivering to the company such proof of title to the
               shares as the directors accept.

          (f)  The proceeds of a sale under rule 21 must not be applied in
               payment of the expenses of the sale and must be paid to the
               former holder on the former holder delivering to the company such
               proof of title of the shares as the directors accept.

          (g)  Until the proceeds of sale of a share sold by the company are
               claimed or otherwise disposed of according to law, the directors
               may invest or use the proceeds in any other way for the benefit
               of the company.

          (h)  Money payable to a former holder under this rule does not bear
               interest as against the company.

          (i)  On completion of a sale, reissue or other disposal of a share
               under rule 13(f), the rights attached to the share which were
               extinguished under rule 13(h) revive.

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                                                                    Constitution

          (j)  A written statement by a director or secretary of the company
               that a share in the company has been:

               (1)  duly forfeited under rule 13(b);

               (2)  duly sold, reissued or otherwise disposed of under rule
                    13(f); or

               (3)  duly sold under rule 15(c) or rule 21,

               on a date stated in the statement is conclusive evidence of the
               facts stated as against all persons claiming to be entitled to
               the share, and of the right of the company or the directors to
               forfeit, sell, reissue or otherwise dispose of the share.

17   GENERAL

          (a)  For the purposes of rules 10(g)(1), 13(g)(2) and 14(c)(3), the
               rate of interest payable to the company is:

               (1)  if the directors have fixed a rate, the rate as fixed; or

               (2)  in any other case, a rate per annum 2% higher than the rate
                    fixed under section 2 of the Penalty Interest Rates Act 1983
                    of Victoria.

          (b)  Interest payable under rules 10(g)(1), 13(g)(2) and 14(3) accrues
               and must be calculated daily and may be capitalised at the
               intervals the directors decide.

          (c)  The directors may:

               (1)  exempt a share from all or a part of rule 13, 14 or 15;

               (2)  waive or compromise all or a part of any payment due to the
                    company under rule 13, 14 or 15; and

               (3)  in relation to rule 13, before a forfeited share has been
                    sold, reissued or otherwise disposed of, cancel the
                    forfeiture on the conditions they decide.

                      TRANSFERRING AND TRANSMITTING SHARES

18   TRANSFERRING SHARES

          (a)  Subject to this constitution, a member may transfer any of the
               member's shares by:

               (1)  any manner permitted by law; or

               (2)  a written transfer in any usual form or in any other form
                    approved by the directors.

          (b)  A transfer referred to in paragraph (a)(2) must be:

               (1)  signed by or on behalf of both the transferor and the
                    transferee unless:

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                                                                    Constitution

                    (A)  the transfer relates only to fully paid shares and the
                         directors have dispensed with signature by the
                         transferee; or

                    (B)  the transfer of the shares is effected by a document
                         which is, or documents which together are, a sufficient
                         transfer of those shares under the Act;

               (2)  if required by law to be stamped, duly stamped; and

               (3)  left for registration at the company's registered office, or
                    at any other place the directors decide, with any evidence
                    the directors require to prove the transferor's title or
                    right to the shares and to prove the transferee's right to
                    be registered as the owner of the shares.

          (c)  Subject to the powers vested in the directors under rules 19 and
               20, where the company receives a transfer complying with
               paragraph (b), the company must register the transferee named in
               the transfer as the holder of the shares to which it relates.

          (d)  A transferor of shares remains the holder of the shares until a
               proper SCH transfer has been effected or the transferee's name is
               entered in the register of members as the holder of the shares.

          (e)  The company must not charge a fee for registering a transfer of
               shares.

          (f)  The company may retain a registered transfer for any period the
               directors decide.

          (g)  The directors may do anything that is necessary or desirable for
               the company to participate in any computerised, electronic or
               other system for facilitating the transfer of shares or operation
               of the company's registers.

          (h)  The directors may, to the extent the law permits, waive any of
               the requirements of this rule 18 and prescribe alternative
               requirements instead, whether to give effect to paragraph (g) or
               for another purpose.

19   POWER TO DECLINE TO REGISTER TRANSFERS

          (a)  The directors may decline to register, or prevent registration
               of, a transfer of shares or apply a holding lock to prevent a
               proper SCH transfer in accordance with the Act or the Listing
               Rules where:

               (1)  the transfer is not in registrable form;

               (2)  the company has a lien on any of the shares transferred;

               (3)  registration of the transfer may breach a law of Australia;

               (4)  the transfer is paper-based and registration of the transfer
                    will create a new holding which, at the time the transfer is
                    lodged, is less than a marketable parcel;

               (5)  the transfer is not permitted under the terms of an employee
                    share plan; or

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                                                                    Constitution

               (6)  the company is otherwise permitted or required to do so
                    under the Listing Rules or, except for proper SCH transfers,
                    under the terms of issue of the shares.

          (b)  If the directors decline to register a transfer, the company must
               give notice of the refusal as required by the Act and the Listing
               Rules. Failure to give that notice will not invalidate the
               decision of the directors to decline to register the transfer.

          (c)  The directors may delegate their authority under this rule to the
               share registrar or any other person.

20   POWER TO CLOSE REGISTER OF MEMBERS

          Subject to the SCH business rules, the directors may close the
          register of members or part of that register at any times and for any
          periods that they decide.

21   SELLING NON-MARKETABLE PARCELS

          (a)  The directors may send a written notice to a member who holds on
               the date of the notice less than a marketable parcel of shares in
               a class of shares of the company which:

               (1)  explains the effect of this rule 21; and

               (2)  advises the holder that he or she may elect to be exempt
                    from the provisions of this rule. A form of election for
                    that purpose must be sent with the notice.

          (b)  If, before 5 pm Melbourne time on a date specified in the notice
               which is no earlier than 6 weeks after the notice is sent:

               (1)  the company has not received a notice from the member
                    electing to be exempt from the provisions of this rule 21;
                    and

               (2)  the member has not increased his or her shareholding to a
                    marketable parcel,

               the member is taken to have irrevocably appointed the company as
               his or her agent to proceed in accordance with paragraph (c).

          (c)  The company may:

               (1)  sell the shares constituting less than a marketable parcel
                    as soon as practicable at a price which the directors
                    consider is the best price reasonably available for the
                    shares when they are sold; and

               (2)  deal with the proceeds of sale under rule 16.

          (d)  The costs and expenses of any sale of shares under this rule 21
               (including brokerage and stamp duty, if applicable) will, if the
               Act permits, be payable by the company or, if the company is not
               permitted, be payable by the purchaser.

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                                                                    Constitution

          (e)  A notice under paragraph (a) may be given to a member only once
               in a 12 month period and may not be given during the offer period
               of a takeover bid.

          (f)  If a takeover bid for the company is announced after a notice is
               given but before agreement is entered into for the sale of
               shares, this rule ceases to operate for those shares. However,
               despite paragraph (e), a new notice under paragraph (a) may be
               given after the offer period of the takeover bid closes.

          (g)  If the holding of a member becomes a marketable parcel after a
               notice is given but before agreement is entered into for the sale
               of shares, this rule ceases to operate for those shares.

          (h)  The directors may, before a sale is effected under this rule 21,
               revoke a notice given or suspend or terminate the operation of
               this rule either generally or in specific cases.

          (i)  Subject to the Act and the Listing Rules, the directors may sell
               a share that is part of a holding that is less than a Marketable
               Parcel ("relevant holding") without giving notice to the holder
               of the share if the relevant holding was created by a transfer of
               shares registered after the adoption of this rule.

22   TRANSMITTING SHARES

          (a)  Subject to paragraph (c), where a member dies, the only persons
               the company will recognise as having any title to the member's
               shares or any benefits accruing on those shares are:

               (1)  the legal personal representative of the deceased, where the
                    deceased was a sole holder; and

               (2)  the survivor or survivors, where the deceased was a joint
                    holder.

          (b)  Paragraph (a) does not release the estate of a deceased member
               from any liability on a share, whether that share was held by the
               deceased solely or jointly with other persons.

          (c)  The directors may, if the transfer complies with this
               constitution, register a transfer of shares signed by a member
               before the member's death, even though the company has notice of
               the member's death.

          (d)  A person who becomes entitled to a share because of a
               transmission event may, on producing any evidence the directors
               require to prove that person's entitlement to the share, choose:

               (1)  to be registered as the holder of the share by signing and
                    giving the company a written notice stating that choice; or

               (2)  nominate some other person to be registered as the
                    transferee of the share by executing or effecting in some
                    other way a transfer of the share to that other person.

          (e)  The provisions of this constitution concerning the right to
               transfer shares, and the registration of transfers of shares
               apply, so far as they can and with

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                                                                    Constitution

               any necessary changes, to a notice or transfer under paragraph
               (d) as if the relevant transmission event had not occurred and
               the notice or transfer was a transfer executed or effected by the
               registered holder of the share.

          (f)  For the purpose of this constitution, where 2 or more persons are
               jointly entitled to a share because of a transmission event they
               will, on being registered as the holders of the share, be taken
               to hold the share as joint tenants and rule 7 will apply to them.

                                GENERAL MEETINGS

23   CALLING GENERAL MEETINGS

          (a)  A general meeting may only be called:

               (1)  by directors' resolution; or

               (2)  as otherwise permitted under the Act.

          (b)  The directors may, by notice to the Exchange, postpone or cancel
               a general meeting if they consider that the meeting has become
               unnecessary, or change the place for a general meeting if they
               consider the meeting place would be unreasonable or impractical
               or a change is necessary in the interests of conducting the
               meeting efficiently, but:

               (1)  a meeting which is not called by directors' resolution; and

               (2)  a meeting which is called in accordance with a members'
                    requisition under the Act,

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

24   NOTICE OF GENERAL MEETINGS

          (a)  Notice of a general meeting must be given to each person who is
               at the time of giving the notice a member, director or auditor of
               the company or entitled to a share because of a transmission
               event and who has satisfied the directors of his or her right to
               be registered as the holder of, or to transfer, the shares.

          (b)  The content of a notice of a general meeting called by the
               directors is to be decided by the directors, but it must state
               the general nature of the business to be transacted at the
               meeting and any other matters required by the Act.

          (c)  Unless the Act provides otherwise:

               (1)  no business may be transacted at a general meeting unless
                    the general nature of the business is stated in the notice
                    calling the meeting and, if a resolution is set out in that
                    notice, no business may be transacted that is not in
                    substance the same as that resolution; and

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                                                                    Constitution

               (2)  no person may move any amendment to a proposed resolution
                    the terms of which are set out in the notice calling the
                    meeting or to a document which relates to such a resolution
                    and a copy of which has been made available to members to
                    inspect or obtain,

               except with the approval of the directors or the chair.

          (d)  Failure of a member to receive a notice of a general meeting or a
               proxy form, or failure to give notice of a general meeting or a
               proxy form to any person entitled to receive notice of a general
               meeting, does not invalidate any act or thing done or resolution
               passed at the general meeting if:

               (1)  the failure to receive or give the notice occurred by
                    accident or error; or

               (2)  before or after the meeting, the person has given or gives
                    the company written notice of the person's agreement to that
                    act, thing or resolution.

25   ADMISSION TO GENERAL MEETINGS

          (a)  The chair of a general meeting may take any action he or she
               considers appropriate for the safety of persons attending the
               meeting and the orderly conduct of the meeting and may refuse
               admission to, or require to leave and remain out of, the meeting
               any person:

               (1)  in possession of a pictorial-recording or sound-recording
                    device;

               (2)  in possession of a placard or banner;

               (3)  in possession of an article considered by the chair to be
                    dangerous, offensive or liable to cause disruption;

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

               (5)  who behaves or threatens to behave in a dangerous, offensive
                    or disruptive way.

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

          (b)  If the person entitled to act as chair of a general meeting
               considers that there is not enough room for the number of members
               who wish to attend the meeting, he or she may arrange for any
               person whom he or she considers cannot be seated in the main
               meeting room, where the chair will be, to observe or attend the
               general meeting in a separate room. Even if the members present
               in the separate room are not able to participate in the conduct
               of the meeting, the meeting will nevertheless be treated as
               validly held in the main room.

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                                                                    Constitution

26   QUORUM AT GENERAL MEETINGS

          (a)  No business may be transacted at any general meeting, except the
               election of a chair and the adjournment of the meeting, unless a
               quorum of members is present when the meeting proceeds to
               business.

          (b)  A quorum is 5 or more members present at the meeting and entitled
               to vote on a resolution at the meeting.

          (c)  If a quorum is not present within 30 minutes after the time
               appointed for the general meeting:

               (1)  where the meeting was called on the requisition of members,
                    the meeting must be dissolved; or

               (2)  in any other case:

                    (A)  the meeting stands adjourned to the day, and at the
                         time and place, the directors present decide or, if
                         they do not make a decision, to the same day in the
                         next week at the same time and place; and

                    (B)  if, at the adjourned meeting, a quorum is not present
                         within 30 minutes after the time appointed for the
                         meeting, the meeting must be dissolved.

27   CHAIR OF GENERAL MEETINGS

          (a)  The chair of directors or, in the absence of the chair of
               directors, the deputy chair of directors (if any) is entitled, if
               present within 15 minutes after the time appointed for the
               meeting and willing to act, to preside as chair at each general
               meeting.

          (b)  The directors present at a general meeting may choose one of
               their number to preside as chair if, at a general meeting:

               (1)  there is no chair or deputy chair of directors;

               (2)  the chair or deputy chair of directors is not present within
                    15 minutes after the time appointed for the meeting; or

               (3)  the chair or deputy chair of directors is present within
                    that time but is not willing to act as chair of the meeting.

          (c)  If the directors do not choose a chair under paragraph (b), the
               members present must elect as chair of the meeting:

               (1)  another director who is present and willing to act; or

               (2)  if no other director willing to act is present at the
                    meeting, a member who is present and willing to act.

          (d)  A chair of a general meeting may, for any item of business or
               discrete part of the meeting, vacate the chair in favour of
               another person nominated by him or her.

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                                                                    Constitution

28   CONDUCT AT GENERAL MEETINGS

          (a)  The chair of a general meeting is responsible for the general
               conduct of the meeting and for the procedures to be adopted at
               the meeting. The chair may:

               (1)  at any time the chair considers it necessary or desirable
                    for the proper and orderly conduct of the meeting, demand
                    the cessation of debate or discussion on any business,
                    question, motion or resolution being considered by the
                    meeting and require the business, question, motion or
                    resolution to be put to a vote of the members present; and

               (2)  require any procedures to be adopted which are in the
                    chair's opinion necessary or desirable for casting or
                    recording votes at the meeting, whether on a show of hands
                    or on a poll, in a proper and orderly way, including the
                    appointment of scrutineers.

          (b)  A decision by a chair under paragraph (a) is final.

          (c)  A person present at a general meeting at the request of the
               directors or the chair is entitled to speak at the meeting if the
               chair allows.

          (d)  The person entitled to act as chair of a general meeting may
               postpone the meeting before it has started, whether or not a
               quorum is present, if, at the time and place appointed for the
               meeting, he or she considers that:

               (1)  there is not enough room for the number of members who wish
                    to attend the meeting; or

               (2)  a postponement is necessary in light of the behaviour of
                    persons present or for any other reason so that the business
                    of the meeting can properly be carried out.

          (e)  A postponement under paragraph (d) will be to another time, which
               may be on the same day as the meeting, and may be to another
               place (and the new time and place will be taken to be the time
               and place for the meeting as if specified in the notice which
               called the meeting originally).

          (f)  The chair of a general meeting may, without seeking approval of
               the members present at any time during the course of the meeting:

               (1)  adjourn from time to time and 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;

               (2)  adjourn or defer any business, motion, question, resolution,
                    debate or discussion either to a later time at the same
                    meeting or to an adjourned meeting; and

               (3)  for the purpose of allowing any poll to be taken or
                    determined, suspend the proceedings of the meeting for such
                    period or periods as he or she decides without effecting an
                    adjournment.

          (g)  Only unfinished business may be transacted at a meeting resumed
               after an adjournment.

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                                                                    Constitution

          (h)  Where a meeting is postponed or adjourned for more than 24 hours
               under this rule 28, notice of the postponed or adjourned meeting
               must be given to the Exchange, but need not be given to any other
               person.

          (i)  Where a meeting is postponed or adjourned, the directors may, by
               notice to the Exchange, postpone, cancel or change the place of
               the postponed or adjourned meeting.

          (j)  If a separate meeting place is linked to the main place of a
               general meeting by an instantaneous audio-visual communication
               device which, by itself or in conjunction with other
               arrangements:

               (1)  gives the general body of members in the separate meeting
                    place a reasonable opportunity to participate in proceedings
                    in the main place;

               (2)  enables the chair to be aware of proceedings in the other
                    place; and

               (3)  enables the members in the separate meeting place to vote on
                    a show of hands or on a poll,

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

          (k)  If the communication device encounters a technical difficulty,
               whether before or during the meeting, which results in the
               matters required by sub-paragraphs (j)(1), (2) or (3) at the
               separate meeting place not being satisfied, the meeting may still
               be held or continue in the main place (and any other place which
               is linked under paragraph (1)) and transact business, even if the
               members in the separate meeting place are unable to participate.
               No member may object to the meeting being held or continuing.
               However, if the effect of this paragraph (k) has not been
               referred to in the notice calling the meeting, the business the
               meeting may conduct is limited to adjourning the meeting.

          (l)  Nothing in this rule 28 or in rule 25 is to be taken to limit the
               powers conferred on the chair by law.

29   DECISIONS AT GENERAL MEETINGS

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

          (b)  If the votes are equal on a proposed resolution, the chair of the
               meeting has a casting vote, in addition to his or her
               deliberative vote.

          (c)  A resolution put to the vote of a general meeting must be decided
               on a show of hands unless a poll is demanded:

               (1)  before the show of hands is held;

               (2)  before the result of the show of hands is declared; or

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                                                                    Constitution

               (3)  immediately after the result of the show of hands is
                    declared.

          (d)  A poll may be demanded by:

               (1)  the chair of the meeting; or

               (2)  members in accordance with the Act.

          (e)  A demand for a poll does not prevent a general meeting continuing
               to transact any business except the question on which the poll is
               demanded.

          (f)  Unless a poll is duly demanded, a declaration by the chair of a
               general meeting that a resolution has on a show of hands been
               carried or carried unanimously, or carried by a particular
               majority, or lost, and an entry to that effect in the book
               containing the minutes of the proceedings of the company, is
               conclusive evidence of the fact without proof of the number or
               proportion of the votes recorded for or against the resolution.

          (g)  If a poll is duly demanded at a general meeting, it must be taken
               in a way and either at once or after an interval or adjournment
               or otherwise as the chair of the meeting directs. The result of
               the poll as declared by the chair is the resolution of the
               meeting at which the poll was demanded.

          (h)  A poll cannot be demanded at a general meeting on the election of
               a chair of the meeting.

          (i)  The demand for a poll may be withdrawn.

30   VOTING RIGHTS

          (a)  Subject to this constitution and to any rights or restrictions
               attached to any shares or class of shares, at a meeting:

               (1)  on a show of hands, every member present has one vote; and

               (2)  on a poll, every member present has one vote for each share
                    held as at the record time by the member and in respect of
                    which the member is entitled to vote, except for partly paid
                    shares, each of which confers on a poll only the fraction of
                    one vote which the amount paid (not credited) on the share
                    bears to the total amounts paid and payable (excluding
                    amounts credited) on the share. An amount paid in advance of
                    a call will be disregarded for this purpose.

          (b)  If a person present at a general meeting represents personally or
               by proxy, attorney or representative more than one member, on a
               show of hands the person is entitled to one vote only, even
               though he or she represents more than one member.

          (c)  A joint holder may vote at a meeting either personally or by
               proxy, attorney or representative as if that person was the sole
               holder. If more than one joint holder tenders a vote in respect
               of the relevant shares, the vote of the holder named first in the
               register who tenders a vote, whether in person or by proxy,
               attorney or representative, must be accepted to the exclusion of
               the votes of the other joint holders.

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                                                                    Constitution

          (d)  A person entitled to a share because of a transmission event may
               vote at a general meeting in respect of those shares in the same
               way as if that person were the registered holder of those shares
               if, at least 48 hours before the meeting, the directors have:

               (1)  admitted that person's right to vote at that meeting in
                    respect of those shares; or

               (2)  been satisfied of that person's right to be registered as
                    the holder of, or to transfer, those shares.

               Any vote duly tendered by that person must be accepted and the
               vote of the registered holder of those shares must not be
               counted.

          (e)  Where a member holds a share on which a call or other amount
               payable to the company has not been duly paid:

               (1)  that member is only entitled to be present at a general
                    meeting and vote if that member holds, as at the relevant
                    record time, other shares on which no money is then due and
                    payable; and

               (2)  on a poll, that member is not entitled to vote in respect of
                    those shares but may vote in respect of any shares that
                    member holds, as at the record time, on which no money is
                    then due and payable.

          (f)  An objection to the validity of a vote tendered at a general
               meeting must be:

               (1)  raised before or immediately after the result of the motion
                    is declared; and

               (2)  referred to the chair of the meeting, whose decision is
                    final.

          (g)  A vote tendered, but not disallowed by the chair of a meeting
               under paragraph (f), is valid for all purposes, even if it would
               otherwise not have been valid.

31   REPRESENTATION AT GENERAL MEETINGS

          (a)  Subject to this constitution, each member entitled to vote at a
               general meeting may vote:

               (1)  in person or, where the member is a body corporate, by
                    representative;

               (2)  by not more than 2 proxies; or

               (3)  by not more than 1 attorney.

          (b)  A proxy, attorney or representative may, but need not, be a
               member of the company.

          (c)  An appointment of a proxy or attorney must be in writing and:

               (1)  in the case of a natural person, signed by the appointor or
                    his or her attorney; or

               (2)  in the case of a body corporate, executed under the seal of
                    the appointor or under the hand of a duly authorised officer
                    or agent.

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                                                                    Constitution

          (d)  An instrument appointing a proxy must satisfy the requirements of
               the Act and may be in any usual form or any other form (including
               electronic) approved by the directors.

          (e)  Unless the instrument or resolution appointing a proxy, attorney
               or representative provides differently, the appointment is taken
               to give the relevant person the same rights to speak, demand a
               poll, join in demanding a poll or act generally at the meeting as
               the member would have had if he or she was present.

          (f)  A proxy form issued by the company must allow for the insertion
               of the name of the person to be primarily appointed as proxy and
               may provide that, in circumstances and on conditions specified in
               the form that are not inconsistent with this constitution, the
               chair of the relevant meeting (or another person specified in the
               form) is appointed as proxy.

          (g)  An instrument appointing a proxy or attorney is not effective in
               relation to a meeting or adjourned meeting or in relation to a
               poll taken subsequently to the date of a meeting or adjourned
               meeting unless it, and the original (or a certified copy) of the
               power of attorney or any other instrument under which it is
               signed or executed, are received by the company at least 48 hours
               (or, in the case of an adjournment or postponement of a meeting,
               including an adjourned meeting, any lesser time that the
               directors or chair of the meeting decides) before the time for
               holding the meeting or adjourned meeting or taking the poll, as
               applicable.

          (h)  An instrument is received by the company under paragraph (g) when
               it is received in accordance with the Act and, to the extent
               permitted by the Act, if the instrument is produced or the
               transmission of the instrument is otherwise verified to the
               company in the way specified in the notice of meeting.

          (i)  The appointment of a proxy or attorney is not revoked by the
               appointor attending and taking part in the general meeting but if
               the appointor votes on a resolution, the person acting as proxy
               or attorney for the appointor is not entitled to vote, and must
               not vote, as the appointor's proxy or attorney on the resolution.

          (j)  Where, otherwise than in accordance with paragraph (f), a member
               appoints 2 proxies to vote at the same general meeting:

               (1)  subject to sub-paragraph (2), the appointment is of no
                    effect and a proxy may not vote unless each proxy is
                    appointed to represent a specified proportion or number of
                    the member's votes;

               (2)  if the Act precludes the company from treating as invalid an
                    appointment of 2 proxies which fails to specify the
                    proportion or number of votes that each may exercise, each
                    person appointed may exercise half the member's votes;

               (3)  on a show of hands, a proxy may not vote if more than one
                    proxy attends; and

               (4)  on a poll, each proxy may only exercise votes in respect of
                    those shares or voting rights the proxy represents.

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          (k)  Unless written notice of the matter has been received at the
               company's registered office (or at another place specified for
               lodging an appointment of a proxy for the meeting) at least 48
               hours before the time for holding the meeting, adjourned meeting
               or poll at which a proxy or attorney votes, a vote cast by the
               proxy or attorney is valid even if, before the vote is cast:

               (1)  a transmission event occurs to the member; or

               (2)  the member revokes the appointment of the proxy or attorney
                    or revokes the authority under which a third party appointed
                    the proxy or attorney.

          (l)  Where authority is given to a proxy, attorney or representative
               concerning a meeting to be held on or before a specified date or
               at a specified place and that meeting is postponed to a later
               date or the meeting place is changed, the authority is taken to
               include authority to act at the re-scheduled meeting unless the
               member granting the authority gives the company notice to the
               contrary under paragraph (g).

          (m)  The chair of a meeting may permit a person claiming to be a
               representative to exercise the powers of a representative, even
               though the person is unable to produce written evidence to show
               that he or she has been validly appointed.

          (n)  The chair of a meeting may require a person acting as a proxy,
               attorney or representative to establish to the chair's
               satisfaction that the person is the person duly appointed to act.
               If the person fails to satisfy the requirement, the chair may
               exclude the person from attending or voting at the meeting.

          (o)  The chair may delegate his or her powers under paragraphs (m) and
               (n) to the share registrar or any other person.

                                    DIRECTORS

32   NUMBER OF DIRECTORS

          (a)  The minimum number of directors is 4.

          (b)  The maximum number of directors is to be fixed by the directors,
               but may not be more than 8 unless the company in general meeting
               resolves otherwise.

          (c)  Until otherwise determined by the company in general meeting, no
               more than half the number of directors in office at the date of
               appointment of a new director may be executive directors and any
               nomination of a person pursuant to rule 33(h) which may result in
               a breach of this rule 32(c) will be ineffective.

          (d)  The directors must not at any time determine a maximum which is
               less than the number of directors in office at the time the
               determination takes effect.

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                                                                    Constitution

33   APPOINTING AND RETIREMENT OF DIRECTORS

          (a)  The directors may appoint a person as a director, either in
               addition to the existing directors or to fill a casual vacancy,
               but so that:

               (1)  the total number of directors does not exceed the maximum
                    number fixed under this constitution; and

               (2)  the number of executive directors in office following the
                    appointment is not more than half the number of directors in
                    office at that time.

          (b)  A director appointed under paragraph (a), who is not a managing
               director, holds office only until the next annual general meeting
               following his or her appointment.

          (c)  At every annual general meeting of the company, after excluding:

               (1)  a director who is a managing director;

               (2)  a director appointed under paragraph (a) and standing for
                    election; and

               (3)  a director who is required to vacate office as a result of
                    having attained the maximum age prescribed by law,

               one third of those directors (disregarding any fractions) must
               retire from office. No director who is not the managing director
               may hold office without re-election beyond the third annual
               general meeting following the meeting at which the director was
               last elected or re-elected. A director due to retire under this
               paragraph (c) at a particular meeting retains office until the
               conclusion of the meeting. If there is more than one managing
               director, the directors must, where required by the Listing
               Rules, nominate one of them to not be subject to vacation of
               office under paragraph (b) or retirement under paragraph (c).

          (d)  The directors to retire under paragraph (c) are those directors
               who elect to retire and not offer themselves for re-election and,
               so far as is necessary to obtain the number required, those who
               have been longest in office since the date of their last election
               or appointment. As between directors who were last elected or
               appointed on the same date, those to retire must, unless they
               agree among themselves, be decided by lot.

          (e)  The directors to retire under paragraph (c) (both as to number
               and identity) is to be decided having regard to the composition
               of the board of directors at the date of the notice calling the
               annual general meeting. A director is not required to retire and
               is not relieved from retiring because of a change in the number
               or identity of the directors after the date of the notice but
               before the meeting closes.

          (f)  The company may by resolution at an annual general meeting fill
               an office vacated by a director under paragraphs (b) or (c) by
               electing or re-electing an eligible person to that office.

          (g)  If at a general meeting at which an election of directors ought
               to take place and no such election is made, the retiring
               directors or those retiring

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                                                                    Constitution

               directors whose position on the board has not been filled, may,
               if willing to act, continue in office until the next annual
               general meeting of the company.

          (h)  A person is eligible for election to the office of a director at
               a general meeting only if:

               (1)  the person is in office as a director immediately before
                    that meeting;

               (2)  the person has been nominated by the directors for election
                    at that meeting;

               (3)  where the person is a member, he or she has, at least 35
                    business days (or such other period as may be stipulated for
                    this purpose under the Listing Rules) before the meeting,
                    given the company a notice signed by him or her stating his
                    or her desire to be a candidate for election at that
                    meeting; or

               (4)  where the person is not a member, a member intending to
                    nominate him or her for election at that meeting has, at
                    least 35 business days (or such other period as may be
                    stipulated for this purpose under the Listing Rules) before
                    the meeting, given the company a notice signed by the member
                    stating the member's intention to nominate the person for
                    election, and a notice signed by the person and stating his
                    or her consent to the nomination.

34   VACATING OFFICE

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

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

          (b)  fails to attend meetings of the directors for more than 3
               consecutive months without leave of absence from the directors
               and a majority of the other directors have resolved that his or
               her office is vacated; or

          (c)  resigns or retires by written notice to the company.

35   REMUNERATION

          (a)  Each director (excluding any director who is an executive) is
               entitled to such fees from the company for his or her services as
               a director as the directors decide, but the total amount provided
               to all such directors for their services as directors in any
               year, excluding any amounts paid under paragraphs (e), (f), (g)
               or (h) and under rule 61 (subject to any limitations in these
               provisions), must not exceed in aggregate the amount fixed by the
               company in general meeting, which at the date of adoption of this
               constitution is $750,000 per annum. In calculating the total
               amount provided in any year, no regard will be had to:

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                                                                    Constitution

               (1)  any amount payable by the company or any related body
                    corporate to a superannuation retirement or pension fund for
                    a director in respect of a superannuation guarantee charge
                    or similar statutory charge; or

               (2)  any insurance premium paid or agreed to be paid under rule
                    61.

          (b)  Fees under paragraph (a) will be provided in such manner
               (including by way of non cash benefit, such as, but not limited
               to, a contribution to a superannuation fund or by way of salary
               sacrifice) that the directors decide.

          (c)  Fees are taken to accrue from day to day.

          (d)  The remuneration of a director must not include a commission on,
               or percentage of, profits or operating revenue.

          (e)  The directors are also entitled to be paid out of the funds of
               the company all travelling and other expenses they properly incur
               concerning the company's affairs, including attending and
               returning from general meetings of the company or meetings of the
               directors or of committees of the directors.

          (f)  If a director, with the concurrence of the directors, performs
               extra services or makes any special exertions for the benefit of
               the company, the directors may cause that director to be paid out
               of the funds of the company such special and additional
               remuneration in addition to that provided for under paragraph (a)
               as the directors decide is appropriate having regard to the value
               to the company of the extra services or special exertions.

          (g)  The directors may, to the extent permitted by law or as otherwise
               approved by members:

               (1)  at any time after a director dies or ceases to hold office
                    as a director for any other reason, pay or provide to the
                    director or a legal personal representative, spouse,
                    relative or dependant of the director, in addition to the
                    remuneration of that director under paragraph (a), a pension
                    or benefit for past services rendered by that director; and

               (2)  cause the company to enter into a contract with the director
                    or a legal personal representative, spouse, relative or
                    dependant of the director to give effect to such a payment
                    or provide for such benefit.

          (h)  The directors may establish, maintain and support or aid the
               establishment, maintenance or support of funds and trusts
               calculated to benefit directors or former directors, employees or
               ex-employees of the company or the dependants of those persons
               and grant pensions and allowances to those persons or their
               dependants (or both) either by periodic payment or lump sum.

          (i)  Nothing in this rule 35 limits or diminishes the terms of any
               retirement benefit conferred or agreement to provide a retirement
               benefit existing at the date of adopting this constitution.

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                                                                    Constitution

36   DISCLOSING DIRECTORS' INTERESTS

          (a)  In addition to any disclosures required under the Act or the
               Listing Rules, the directors may make rules requiring disclosure
               of interests that a director, and any person deemed by the
               directors to be related to the director, may have in any matter
               that relates to the affairs of the company or a related body
               corporate or in any other matter. The extent to which, and the
               conditions on which, disclosure is required will be determined by
               the directors. Any rules made under this paragraph will bind all
               directors.

          (b)  No act, transaction, agreement, instrument, resolution or other
               thing is invalid or voidable only because a person fails to
               comply with any requirement for disclosure under the Act or with
               any rules made under paragraph (a).

37   DIRECTORS MAY CONTRACT WITH THE COMPANY AND HOLD OTHER OFFICES

          (a)  A director is not disqualified from contracting or entering into
               an arrangement with the company as vendor, purchaser or in
               another capacity, merely because the director holds office as a
               director or because of the fiduciary obligations arising from
               that office.

          (b)  A contract or arrangement entered into by or on behalf of the
               company in which a director is in any way interested is not
               invalid, avoided or rendered voidable merely because the director
               holds office as a director or because of the fiduciary
               obligations arising from that office.

          (c)  A director who is interested in any arrangement involving the
               company is not liable to account to the company for any profit
               realised by or under the arrangement merely because the director
               holds office as a director or because of the fiduciary
               obligations arising from that office.

          (d)  A director may hold any other office or place of profit (except
               auditor) in the company or any related body corporate in
               conjunction with his or her directorship and may be appointed to
               that office or place on the terms as to remuneration, tenure of
               office and otherwise as the directors decide.

          (e)  A director may be or become a director or other officer of, or
               interested in, any related body corporate or any other body
               corporate promoted by the company or in which the company may be
               interested as a shareholder or in any other way, and need not
               account to the company for any remuneration or other benefits the
               director receives as a director or officer of, or from having an
               interest in, that body corporate.

          (f)  A director who has an interest in a matter that is being
               considered at a meeting of directors may, despite that interest,
               vote, be present and be counted in a quorum at the meeting,
               unless that is prohibited by the Act. No act, transaction,
               agreement, instrument, resolution or other thing is invalid or
               voidable only because a director fails to comply with that
               prohibition.

          (g)  The directors may exercise the voting rights given by shares in
               any corporation held or owned by the company in any way and in
               all respects

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                                                                    Constitution

               as the directors decide. This includes voting for any resolution
               appointing a director as a director of that corporation or voting
               for the payment of remuneration to the directors of that
               corporation. A director may, if the law permits, vote for the
               exercise of those voting rights even though he or she is, or may
               be about to be appointed, a director of that other corporation
               and, in that capacity, interested in the exercise of those voting
               rights.

          (h)  A director who is interested in any contract or arrangement may
               despite that interest witness the fixing of the seal to any
               document evidencing or otherwise connected with that contract or
               arrangement.

38   POWERS AND DUTIES OF DIRECTORS

          (a)  The management and control of the company's business and affairs
               are vested in the directors, who may exercise all powers and do
               all things that are within the company's power and are not
               expressly required by the Act or this constitution to be
               exercised by the company in general meeting.

          (b)  The directors may exercise all the powers of the company:

               (1)  to borrow or raise money in any other way;

               (2)  to charge any of the company's property or business or any
                    amount unpaid on its shares; and

               (3)  to issue debentures or give any other security for a debt,
                    liability or obligation of the company or of any other
                    person.

          (c)  Debentures or other securities may be issued on the terms and at
               prices decided by the directors, including bearing interest or
               not, with rights to subscribe for, or exchange into, shares or
               other securities in the company or a related body corporate or
               with special privileges as to redemption, participating in share
               issues, attending and voting at general meetings and appointing
               directors.

          (d)  The directors may decide how cheques, documents, promissory
               notes, banker's drafts, bills of exchange or other negotiable
               instruments must be signed, drawn, accepted, endorsed or
               otherwise executed, as applicable, by or on behalf of the
               company.

          (e)  The directors may:

               (1)  appoint or employ any person (including a person identified
                    only as one of a fluctuating body or class of persons) as an
                    officer, agent or attorney of the company for the purposes
                    and with the powers, discretions and duties (including
                    powers, discretions and duties vested in or exercisable by
                    the directors), for any period and on any conditions they
                    decide;

               (2)  authorise an officer, agent or attorney to delegate any of
                    the powers, discretions and duties vested in the officer,
                    agent or attorney; and

               (3)  without prejudice to any rights or obligations under any
                    agreement entered into with the relevant person or under any
                    law, remove or

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                                                                    Constitution

                    dismiss any officer, agent or attorney of the company at any
                    time, with or without cause.

          (f)  A power of attorney may contain any provisions for the protection
               and convenience of the attorney or persons dealing with the
               attorney that the directors decide.

          (g)  Nothing in this rule 38 limits the general nature of paragraph
               (a).

39   PROCEEDINGS OF DIRECTORS

          (a)  The directors may meet together to attend to business and adjourn
               and regulate their meetings as they decide.

          (b)  The contemporaneous linking together by telephone or other method
               of audio or audio visual communication of a sufficient number of
               the directors to constitute a quorum, constitutes a meeting of
               the directors. All the provisions in this constitution relating
               to meetings of the directors apply, as far as they can and with
               any necessary changes, to meetings of the directors by telephone
               or audio or audio visual communication.

          (c)  A director taking part in a meeting by telephone or audio or
               audio visual communication is to be taken to be present in person
               at the meeting.

          (d)  If, before or during the meeting, any technical difficulty occurs
               whereby one or more directors cease to participate, the chair
               may, where a quorum of directors remains present, continue with
               the meeting.

40   CALLING MEETINGS OF DIRECTORS

          (a)  A director may, whenever he or she thinks fit, call a meeting of
               the directors.

          (b)  A secretary must, on the requisition of a director, call a
               meeting of the directors.

41   QUORUM AT MEETINGS OF DIRECTORS

          (a)  No business may be transacted at a meeting of directors unless a
               quorum of directors is present at the time the business is dealt
               with.

          (b)  Until the directors decide differently, 3 directors constitute a
               quorum.

          (c)  If there is a vacancy in the office of a director, the remaining
               directors may act. But, if their number is not sufficient to
               constitute a quorum, they may act only in an emergency or to
               increase the number of directors to a number sufficient to
               constitute a quorum or to call a general meeting of the company.

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                                                                    Constitution

42   CHAIR AND DEPUTY CHAIR OF DIRECTORS

          (a)  The directors may elect a director to the office of chair of
               directors and may elect one or more directors to the office of
               deputy chair of directors. The directors may decide the period
               for which those offices will be held.

          (b)  The chair of directors is entitled (if present within 10 minutes
               after the time appointed for the meeting and willing to act) to
               preside as chair at each meeting of directors.

          (c)  If at a meeting of directors:

               (1)  there is no chair of directors;

               (2)  the chair of directors is not present within 10 minutes
                    after the time appointed for holding the meeting; or

               (3)  the chair of directors is present within that time but is
                    not willing or declines to act as chair of the meeting or of
                    part of the meeting,

               the director present having been longest in office will chair the
               meeting or part of it.

          (d)  Subject to rule 42(e), an executive director (including a
               managing director) is ineligible to be elected as chair or deputy
               chair of directors.

          (e)  An executive director (including a managing director) may act as
               chair at a meeting of directors in relation to any particular
               item of business to be considered by the meeting of directors.

43   AUTHORITY AND DECISIONS OF DIRECTORS

          (a)  A meeting of directors at which a quorum is present may exercise
               all the authorities, powers and discretions vested in or
               exercisable by the directors generally or under this
               constitution.

          (b)  Questions arising at a meeting of directors must be decided by a
               majority of votes cast by the directors present and entitled to
               vote on the matter. The decision is for all purposes a decision
               of the directors.

          (c)  If the votes are equal on a proposed resolution, the chair of the
               meeting has a casting vote, in addition to his or her
               deliberative vote.

44   CIRCULAR RESOLUTIONS

          A written resolution signed or consented to by all the directors,
          being directors who would at a meeting duly called constitute a
          quorum, but excluding any director:

          (1)  on leave of absence approved by the directors; or

          (2)  who is not able to be contacted using reasonable means; or

          (3)  who has participated in a recommendation made to the Board by a
               duly constituted committee, where it is inappropriate for the
               director to vote; or

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                                                                    Constitution

          (4)  who, at a meeting of directors, would be prohibited by the Act
               from voting on the resolution,

          is as valid as if it had been passed at a meeting of directors duly
          called. A director may consent to a resolution by:

          (a)  signing the document containing the resolution (or a copy of that
               document);

          (b)  giving to the company at its registered office a written notice
               (including by facsimile or other electronic transmission)
               addressed to the secretary or to the chair of directors
               signifying assent to the resolution and either setting out its
               terms or otherwise clearly identifying them; or

          (c)  communicating with the chair of directors, or in his or her
               absence, the secretary and signifying assent to the resolution
               and clearly identifying its terms.

45   ALTERNATE DIRECTORS

          (a)  A director may, with the approval of a majority of his or her
               co-directors, appoint a person to be the director's alternate
               director for such period as the director decides.

          (b)  An alternate director may, but need not, be a member or a
               director of the company.

          (c)  An alternate director does not require any share qualification.

          (d)  One person may act as alternate director to more than one
               director.

          (e)  An alternate director is entitled to exercise all powers (except
               the power to appoint an alternate director) and perform all
               duties of a director, insofar as the director by whom he or she
               was appointed had not exercised or performed them.

          (f)  An alternate director is entitled, if the appointor does not
               attend a meeting of directors, to attend and vote in place of and
               on behalf of the appointor.

          (g)  An alternate director is entitled to a separate vote for each
               director the alternate director represents in addition to any
               vote the alternate director may have as a director in his or her
               own right.

          (h)  An alternate director, whilst acting as a director, is
               responsible to the company for his or her own acts and defaults
               and is not to be taken to be the agent of the director by whom he
               or she was appointed.

          (i)  The office of an alternate director is vacated if and when the
               appointor vacates office as a director.

          (j)  The appointment of an alternate director may be terminated or
               suspended at any time by the appointor or by a majority of the
               other directors.

          (k)  An appointment, or the termination or suspension of an
               appointment of an alternate director must be in writing signed
               and takes effect only when the company has received notice in
               writing of the appointment, termination or suspension.

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                                                                    Constitution

          (l)  An alternate director is not to be taken into account in
               determining the minimum or maximum number of directors allowed or
               the rotation of directors under this constitution.

          (m)  An alternate director is to be counted for the purpose of
               determining whether a quorum is present at a meeting of directors
               attended by the alternate director at which the alternate
               director is entitled to vote.

          (n)  An alternate director is not entitled to receive any remuneration
               as a director from the company otherwise than out of the
               remuneration of the director appointing the alternate director
               but is entitled to travelling, hotel and other expenses
               reasonably incurred for the purpose of attending any meeting of
               directors at which the appointer is not present and at which the
               alternate director is entitled to vote.

46   COMMITTEES OF DIRECTORS

          (a)  The directors may delegate any of their powers to committees
               comprising any director or directors they decide.

          (b)  A committee to which any powers have been delegated must exercise
               the powers delegated in accordance with any directions of the
               directors.

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

          (d)  Membership of a committee of directors may, if the directors so
               decide in circumstances where the role of the committee is
               limited to a specific task or discrete project, be treated as an
               extra service or special exertion performed by the members for
               the purposes of rule 35(f).

47   VALIDITY OF ACTS

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

          (a)  a defect in the appointment of a person as a director, a member
               of a committee or to act as a director; or

          (b)  a person so appointed being disqualified, having vacated office
               or not being entitled to vote,

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

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                                                                    Constitution

                               EXECUTIVE OFFICERS

48   MANAGING DIRECTOR AND EXECUTIVE DIRECTOR

          (a)  The directors may appoint one or more persons as managing
               director who must be a director or who, if not already a
               director, must be appointed a director within 2 months after his
               or her appointment.

          (b)  Subject to rules 32(c) and 42(d), the directors may also appoint
               one or more persons as executive director.

          (c)  A managing director's appointment automatically terminates if he
               or she does not become a director within 2 months of his or her
               appointment or, unless the directors decide differently, at any
               time ceases to be a director.

          (d)  Unless the directors decide differently, an executive director's
               appointment automatically terminates if he or she at any time
               ceases to be a director.

          (e)  A managing director or other executive director may be referred
               to by any title the directors decide on.

49   SECRETARY

          (a)  The directors must appoint at least one secretary and may appoint
               additional secretaries.

          (b)  The directors may appoint one or more assistant secretaries.

50   PROVISIONS APPLYING TO EXECUTIVE OFFICERS

          (a)  The appointment of a managing director, executive director or
               secretary (each in this rule an executive officer) may be for the
               period, at the remuneration and on the conditions the directors
               decide.

          (b)  The remuneration payable by the company to a managing director or
               an executive director must not include a commission on, or
               percentage of, operating revenue.

          (c)  The directors may:

               (1)  delegate to or give an executive officer any powers,
                    discretions and duties they decide;

               (2)  withdraw, suspend or vary any of the powers, discretions and
                    duties given to an executive officer; and

               (3)  authorise the executive officer to delegate any of the
                    powers, discretions and duties given to the executive
                    officer.

          (d)  Unless the directors decide differently, the office of a director
               who is employed by the company or by a subsidiary of the company
               becomes vacant if the director ceases to be so employed.

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                                                                    Constitution

          (e)  An act done by a person acting as an executive officer is not
               invalidated by a defect in the person's appointment as an
               executive officer, the person being disqualified to be an
               executive officer or having vacated office if he or she did not
               know that circumstance when the act was done.

                                      SEALS

51   USING THE SEAL

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

52   SEAL REGISTER

          (a)  The company must, for so long as it has a seal, keep a seal
               register and, on affixing the seal to any document (except a
               certificate for securities of the company), must enter in the
               register particulars of the document, giving in each case a short
               description of the document.

          (b)  Failure to comply with paragraph (a) does not invalidate any
               document to which the seal is properly affixed.

                            DISTRIBUTIONS TO MEMBERS

53   DIVIDENDS

          (a)  The directors may pay any interim and final dividends that, in
               their judgment, the financial position of the company justifies.
               The directors may rescind a decision to pay a dividend if they
               decide at any time before the company's shares are quoted by the
               Exchange on an ex-dividend basis in relation to the dividend.

          (b)  The directors may pay any dividend required to be paid under the
               terms of issue of a share.

          (c)  Paying a dividend does not require confirmation by a general
               meeting.

          (d)  Subject to any rights or restrictions attached to any shares or
               class of shares:

               (1)  all dividends must be paid equally on all shares, except
                    that a partly paid share does not confer an entitlement to a
                    greater proportion of the dividend than the proportion which
                    the amount paid (not credited) is of the total amounts paid
                    and payable (excluding amounts credited);

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                                                                    Constitution

               (2)  all dividends must be apportioned and paid proportionately
                    to the amounts so paid or credited during any portion of the
                    period for which the dividend is paid;

               (3)  a dividend may be paid at a rate per annum for a specified
                    period;

               (4)  for the purposes of sub-paragraphs (1) and (2), unless the
                    directors decide differently, an amount paid or credited as
                    paid on a share in advance of a call is to be taken as not
                    having been credited as paid on the share until it becomes
                    payable; and

               (5)  interest is not payable by the company on any dividend.

          (e)  A decision of the directors as to the amount of the net profits
               of the company is conclusive.

          (f)  Subject to the SCH business rules, the directors may fix a books
               closing date or record date for a dividend, with or without
               suspending the registration of transfers from that date under
               rule 20.

          (g)  Subject to the SCH business rules, a transfer of shares does not
               pass the right to any dividend to be paid on the shares unless
               the transfer is registered or left with the company for
               registration under rule 18(b):

               (1)  where the directors have fixed a books closing date or
                    record date for the dividend, on or before that date or
                    before the company's shares are quoted by the Exchange on an
                    ex-dividend basis in relation to the dividend; or

               (2)  where the directors have not fixed a books closing date or
                    record date for that dividend, on or before the date the
                    dividend is paid.

          (h)  The directors when resolving to pay a dividend may:

               (1)  direct payment of the dividend wholly or partly by the
                    distribution of specific assets, including paid-up shares or
                    other securities of the company or of another body
                    corporate, either generally or to specific members; and

               (2)  unless prevented by the Listing Rules, direct payment of the
                    dividend to particular shareholders wholly or partly out of
                    any particular fund or reserve or out of profits derived
                    from any particular source, and to the other shareholders
                    wholly or partly out of any other particular fund or reserve
                    or out of profits derived from any other particular source.

          (i)  The directors may retain from any dividend payable to a member
               any money presently payable by the member to the company in
               relation to shares in the company, whether on account of calls or
               for any other reason, and apply the amount retained in or towards
               satisfaction of the money owing.

          (j)  Without affecting any other method of payment the directors may
               adopt (including by cheque), any dividend, interest or other
               money payable in cash in respect of shares may be paid by
               electronic or other means approved by the directors directly to
               an account with a financial institution nominated in writing by
               the member being:

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                                                                    Constitution

               (1)  an account of the member or the joint holders;

               (2)  an account of which the member or a joint holder is a joint
                    account holder;

               (3)  an account of which a joint holder is the sole account
                    holder; or

               (4)  any other account which the company in its absolute
                    discretion determines is acceptable for the purposes of this
                    rule.

               Any payment made under paragraph (j) is made at the member's
               risk.

54   CAPITALISING PROFITS

          (a)  Subject to the Listing Rules, any rights or restrictions attached
               to any shares or class of shares and any special resolution of
               the company in general meeting, the directors may capitalise and
               distribute among those members who would be entitled to receive
               dividends, and in the same proportions, any amount:

               (1)  forming part of the company's undivided profits;

               (2)  representing profits arising from an ascertained accretion
                    to capital or from a revaluation of the company's assets;

               (3)  arising from the realisation of any of the company's assets;
                    or

               (4)  available for distribution as a dividend for any other
                    reason.

          (b)  The directors may resolve that any part of the capitalised amount
               is to be applied:

               (1)  in paying up in full, at an issue price decided by the
                    resolution, any unissued shares in or other securities of
                    the company;

               (2)  in paying up any amounts unpaid on shares or other
                    securities held by the members; or

               (3)  partly as specified in sub-paragraph (1) and partly as
                    specified in sub-paragraph (2).

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

          (c)  Rules 53(f) and (g) apply, so far as they can and with any
               necessary changes, to capitalising an amount under this rule 54
               as if references in those rules to:

               (1)  a dividend were references to capitalising an amount; and

               (2)  the date a dividend is declared were references to the date
                    the directors resolve to capitalise the amount under this
                    rule 54.

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                                                                    Constitution

55   ANCILLARY POWERS

          (a)  To give effect to any resolution to satisfy a dividend as set out
               in rule 53(h)(1) or by capitalising any amount under rule 54, the
               directors may:

               (1)  settle as they think expedient any difficulty that arises in
                    making the distribution or capitalisation and, in
                    particular:

                    (A)  make cash payments in cases where shares or other
                         securities in the company become issuable in fractions;
                         and

                    (B)  decide that amounts or fractions of less than a
                         particular value decided by the directors may be
                         disregarded in order to adjust the rights of all
                         parties;

               (2)  fix the value for distribution of any specific assets;

               (3)  pay cash or issue shares or other securities to any member
                    in order to adjust the rights of all parties;

               (4)  vest any of those specific assets, cash, shares or other
                    securities in a trustee on the trusts for the persons
                    entitled to the dividend or capitalised amount that seem
                    expedient to the directors; and

               (5)  authorise any person to make, on behalf of all the members
                    entitled to any further shares or other securities as a
                    result of the distribution or capitalisation, an agreement
                    with the company or another body corporate which provides,
                    as appropriate:

                    (A)  for the issue to them of those further shares or other
                         securities credited as fully paid up; or

                    (B)  for payment by the company on their behalf of the
                         amounts or any part of the amounts remaining unpaid on
                         their existing shares or other securities by applying
                         their respective proportions of the sum resolved to be
                         capitalised.

               Any agreement made under an authority referred to in this
               sub-paragraph (5) is effective and binds all members concerned.

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

          (c)  The directors may:

               (1)  determine that any dividend payable to some or all of the
                    members will be paid in a currency other than Australian
                    currency;

               (2)  determine or provide for the determination of the exchange
                    rate or exchanges rates at which the amount of dividend in
                    Australian currency will be converted into the other
                    currency or currencies for the purpose of payment; and

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                                                                    Constitution

               (3)  settle any difficulty arising in regard to any payment of a
                    dividend in a currency or currencies other than Australian
                    currency, as they consider expedient.

          (d)  Payment in another currency or currencies of the amount of any
               dividend converted pursuant to this paragraph (c) is deemed
               between the company and any member to whom payment is made, and
               as against all other members, to be an adequate and proper
               payment of the amount of the dividend.

56   RESERVES

          (a)  Subject to this constitution, the directors may set aside out of
               the company's profits any reserves or provisions for any purposes
               they decide.

          (b)  The directors may appropriate to the company's profits any amount
               previously set aside as a reserve or provision.

          (c)  Setting aside an amount as a reserve or provision does not
               require the directors to keep the amount separate from the
               company's other assets or prevent the amount being used in the
               company's business or being invested in any investments the
               directors decide.

57   CARRYING FORWARD PROFITS

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

58   DISTRIBUTING SURPLUS

          (a)  If the company is wound up and the surplus assets are
               insufficient to repay the whole of the paid up capital, the
               surplus assets must be distributed so that, as nearly as may be,
               the losses are borne by the members in proportion to the capital
               paid up or which ought to have been paid up on the shares held by
               them at the commencement of the winding up.

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

          (c)  Paragraphs (a) and (b) are subject to the rights of the holders
               of shares issued upon special terms and conditions.

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                                                                    Constitution

59   DIVIDING PROPERTY

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

               (1)  divide among the members the whole or any part of the
                    company's property; and

               (2)  decide how the division is to be carried out as between the
                    members or different classes of members.
..
          (b)  A division under paragraph (a) need not accord with the legal
               rights of the members and, in particular, any class may be given
               preferential or special rights or may be excluded altogether or
               in part.

          (c)  Where a division under paragraph (a) does not accord with the
               legal rights of the members, a member is entitled to dissent and
               to exercise the same rights as if the special resolution
               sanctioning that division were a special resolution passed under
               section 507 of the Act.

          (d)  If any of the property to be divided under paragraph (a) includes
               securities with a liability to calls, any person entitled under
               the division to any of the securities may, within 10 days after
               the special resolution referred to in paragraph (a) is passed, by
               written notice direct the liquidator to sell the person's
               proportion of the securities and to account for the net proceeds.
               The liquidator must, if practicable, act accordingly.

          (e)  Nothing in this rule 59 takes away from or affects any right to
               exercise any statutory or other power which would have existed if
               this rule were omitted.

          (f)  Rule 55 applies, so far as it can and with any necessary changes,
               to a division by a liquidator under paragraph (a) as if
               references in rule 55 to:

               (1)  the directors were references to the liquidator; and

               (2)  a distribution or capitalisation were references to the
                    division under paragraph (a).

                                     RECORDS

60   INSPECTION OF AND ACCESS TO RECORDS

          (a)  A person who is not a director does not have the right to inspect
               any of the board papers, books, records or documents of the
               company, except as provided by law, this constitution or as
               authorised by the directors or by a resolution of the members.

          (b)  The company may enter into contracts with its directors agreeing
               to provide continuing access for a specified period after they
               cease to be a director to board papers, books, records and
               documents of the company which relate to the period during which
               the director was a director on such

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                                                                    Constitution

               terms and conditions as the directors think fit and which are not
               inconsistent with this rule 60.

          (c)  The company may procure that its subsidiaries provide similar
               access to board papers, books, records or documents as that set
               out in paragraphs (a) and (b).

                   PROTECTION OF OFFICERS AND FORMER OFFICERS

61   INDEMNITY AND INSURANCE

          (a)  Rule 61 applies:

               (1)  to each person who is or has been a director, secretary or
                    executive officer of the company; and

               (2)  to such other officers or former officers of the company or
                    of its related bodies corporate as the directors in each
                    case determine.

          (b)  The company will indemnify on a full indemnity basis and to the
               full extent permitted by law, each person to whom this rule 61
               applies for all losses or liabilities incurred by the person as
               an officer of the company, a related body corporate or trustee of
               a company sponsored superannuation fund.

          (c)  The company may, to the extent permitted by law:

               (1)  purchase and maintain insurance; or

               (2)  pay or agree to pay a premium for insurance,

               for any person to whom this rule 61 applies against any liability
               incurred by the person as an officer of the company or of a
               related body corporate.

          (d)  Nothing in this rule 61:

               (1)  affects any other right or remedy that a person may have in
                    respect of any loss or liability referred to in those rules;
                    or

               (2)  limits the capacity of the company to indemnify or provide
                    insurance for any person to whom those rules do not apply;
                    or

               (3)  limits or diminishes the terms of any indemnity conferred or
                    agreement to indemnify entered into prior to the adopting of
                    this constitution.

          (e)  The company may enter into a deed with any person to whom this
               rule 61 applies to give effect to the rights conferred by this
               rule or the exercise of a discretion under this rule on such
               terms as the directors think fit which are not inconsistent with
               this rule 61.

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                                                                    Constitution

                                     NOTICES

62   GIVING OF NOTICES

          (a)  Any notice which must be given under this constitution may be
               given by:

               (1)  personal delivery;

               (2)  prepaid post;

               (3)  sending it by facsimile or electronic transmission,

               to the address notified by the intended recipient, as the case
               may be, for that purpose.

          (b)  The company may give a notice to the joint holders of a share by
               giving the notice in the way authorised by paragraph (a) to the
               joint holder who is named first in the register of members for
               the share.

          (c)  The company may give a notice to a person entitled to a share
               because of a transmission event by delivering it or sending it in
               the way authorised by paragraph (a) addressed to the name or
               title of the person, to:

               (1)  the address that person has supplied to the company for
                    giving notices to that person; or

               (2)  if that person has not supplied an address, to the address
                    to which the notice might have been sent if that
                    transmission event had not occurred.

          (d)  A notice given to a member under paragraphs (a) or (b) is, even
               if a transmission event has occurred and whether or not the
               company has notice of that occurrence:

               (1)  duly given for any shares registered in that person's name,
                    whether solely or jointly with another person; and

               (2)  sufficiently served on any person entitled to the shares
                    because of the transmission event.

          (e)  A notice given to a person who is entitled to a share because of
               a transmission event is sufficiently served on the member in
               whose name the share is registered.

          (f)  A person who, because of a transfer of shares, becomes entitled
               to any shares registered in the name of a member, is taken to
               have received every notice which, before that person's name and
               address is entered in the register of members for those shares,
               is given to the member complying with this rule 62.

          (g)  A signature to any notice given by the company to a member under
               this rule 62 may be in writing or a facsimile printed or affixed
               by some mechanical or other means.

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                                                                    Constitution

63   TIME OF SERVICE

          (a)  Where a notice (including notice of a general meeting) is sent by
               post, the notice is to be taken as served if the notice is
               properly addressed and placed in the post with postage paid and
               to have been served on the day after the date it is posted.

          (b)  A certificate signed by a secretary or officer of the company to
               the effect that a notice was duly posted under this constitution
               is conclusive evidence of that fact.

          (c)  Where a notice is sent by facsimile or electronic transmission,
               the notice is to be taken as served when:

               (1)  the correct facsimile number appears on the facsimile
                    transmission report produced by the sender's facsimile
                    machine; or

               (2)  a message indicating receipt has been received by the
                    sender,

               and to have been served at the time the facsimile or electronic
               transmission is sent.

          (d)  Where a given number of days' notice or notice extending over any
               other period must be given, the day of service is not to be
               counted in the number of days or other period, unless this
               constitution provides differently.

64   OTHER COMMUNICATIONS AND DOCUMENTS

     Rules 62 and 63 apply, so far as they can and with any necessary changes,
     to serving any communication or document.

                                     GENERAL

65   SUBMISSION TO JURISDICTION

          Each member submits to the jurisdiction of the Supreme Court of
          Victoria and the courts which may hear appeals from that court.

66   PROHIBITION AND ENFORCEABILITY

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

          (b)  If any provision of this constitution is unlawful or
               unenforceable, the unlawfulness or unenforceability of that
               provision does not affect the lawfulness, enforceability,
               operation, construction or interpretation of any other provision
               of this constitution, with the intent that the unlawful or
               unenforceable provision shall be treated for all purposes as
               severable from this constitution.

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                                                                    Constitution

67   TRANSITIONAL PROVISIONS

          This constitution must be interpreted in such a way that:

          (a)  every director, managing director and secretary in office in that
               capacity immediately before this constitution is adopted
               continues in office subject to, and is taken to have been
               appointed or elected under, this constitution;

          (b)  the directors are taken, immediately after this constitution is
               adopted, to have decided under rule 32 a number which is equal to
               the number of persons in office as directors immediately after
               this constitution is adopted;

          (c)  any register maintained by the company immediately before this
               constitution is adopted is taken to be a register maintained
               under this constitution;

          (d)  any seal adopted by the company immediately before this
               constitution is adopted is taken to be a seal which the company
               has under a relevant authority given by this constitution; and

          (e)  unless a contrary intention appears in this constitution, all
               persons, things, agreements and circumstances appointed, approved
               or created by or under the constitution of the company in force
               before this constitution is adopted continue to have the same
               status, operation and effect after this constitution is adopted.

                              RESTRICTED SECURITIES

68   RESTRICTED SECURITIES

          Where at any time any of the share capital of the company is
          classified by the Exchange as "restricted securities" despite any
          other provision of this constitution:

          (a)  the restricted securities must not be disposed of during the
               escrow period except as permitted by the Listing Rules or the
               Exchange;

          (b)  the company must refuse to acknowledge a disposal (including
               registering a transfer) of the restricted securities during the
               escrow period except as permitted by the Listing Rules or the
               Exchange; and

          (c)  during a breach of the Listing Rules relating to restricted
               securities, or a breach of a restriction agreement, the holder of
               the restricted securities is not entitled to any dividend or
               distribution, or voting rights, in respect of the restricted
               securities.

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                                                                    Constitution

                                PARTIAL TAKEOVERS

69   PARTIAL TAKEOVERS

          (a)  Unless the context otherwise indicates or requires, expressions
               in this rule 69 have the meaning given to them by the Act.

          (b)  Where offers have been made under a proportional takeover bid for
               securities of the company:

               (1)  the registration of a transfer giving effect to a takeover
                    contract for the bid is prohibited unless and until a
                    resolution to approve the bid (in this rule 69 referred to
                    as "an approving resolution") is passed in accordance with
                    the provisions of this rule 69;

               (2)  a person (other than the bidder or an associate of the
                    bidder) who, as at the end of the day on which the first
                    offer under the bid was made, held bid class securities is
                    entitled to vote on an approving resolution;

               (3)  an approving resolution must be voted on at a meeting,
                    convened by the company, of the person entitled to vote on
                    the resolution; and

               (4)  an approving resolution that has been voted on is taken to
                    have been passed if the proportion that the number of votes
                    in favour of the resolution bears to the total number of
                    votes on the resolution is greater than 50% and otherwise is
                    taken to have been rejected.

          (c)  The provisions of this constitution that apply in relation to a
               general meeting of members apply, with such modifications as the
               circumstances require, in relation to a meeting that is convened
               under this rule 69 as if the last-mentioned meeting were a
               general meeting of members.

          (d)  This rule 69 ceases to have effect on 31 December 2004.

                                                               (rule 69 replaced
                                                                  12 April 2002)

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