**Exhibit 1**

 

**AMCOR LIMITED**

**(ACN 000017 372)**

 

 

**Constitution**

**[as adopted at the 2004 AGM ]**

 

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| **Table of  Contents** | ** **                                           |
|------------------------|------------------------------------------------------|
|                   |                                                 |   |
| **1.**                 | **Defined terms**                                    | ** ** |
| ** **             | ** **                                           | ** ** |
| **2.**                 | **Issue of shares  with special rights**             | ** ** |
| ** **             | ** **                                           | ** ** |
| **3.**                 | **Preference  shares**                               | ** ** |
| ** **             | ** **                                           | ** ** |
| **4.**                 | **Board’s power to issue  shares**              | ** ** |
| ** **             | ** **                                           | ** ** |
| **5.**                 | **Directors may participate**                        | ** ** |
| ** **             | ** **                                           | ** ** |
| **6.**                 | **Surrender  of shares**                             | ** ** |
| ** **             | ** **                                           | ** ** |
| **7.**                 | **Joint holders**                                    | ** ** |
| ** **             | ** **                                           | ** ** |
| **8.**                 | **Non-recognition  of equitable or other interests** | ** ** |
| ** **             | ** **                                           | ** ** |
| **9.**                 | **Share  transfer system**                           | ** ** |
| ** **             | ** **                                           | ** ** |
| **10.**                | **Power to  make calls**                             | ** ** |
| ** **             | ** **                                           | ** ** |
| **11.**                | **Obligation  for calls**                            | ** ** |
| ** **             | ** **                                           | ** ** |
| **12. **          | **When a call  is made**                             | ** ** |
| ** **             | ** **                                           | ** ** |
| **13.**                | **Interest on the  late payment of calls**           | ** ** |
| ** **             | ** **                                           | ** ** |
| **14.**                | **Instalments**                                      | ** ** |
| ** **             | ** **                                           | ** ** |
| **15.**                | **Notice  requiring payment of sums payable**        | ** ** |
| ** **             | ** **                                           | ** ** |
| **16.**                | **Time and place for payment**                       | ** ** |
| ** **             | ** **                                           | ** ** |
| **17.**                | **Forfeiture on  non-compliance with notice**        | ** ** |

 

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| **18.**    | **Notice  of forfeiture**                              | ** ** |
|------------|--------------------------------------------------------|------------|
| ** ** | ** **                                             | ** ** |
| **19.**    | **Disposal of forfeited  shares**                      | ** ** |
| ** ** | ** **                                             | ** ** |
| **20.**    | **Annulment  of forfeiture**                           | ** ** |
| ** ** | ** **                                             | ** ** |
| **21.**    | **Liability despite  forfeiture**                      | ** ** |
| ** ** | ** **                                             | ** ** |
| **22.**    | **Company’s  lien or charge**                     | ** ** |
| ** ** | ** **                                             | ** ** |
| **23.**    | **Sale of shares to  enforce lien**                    | ** ** |
| ** ** | ** **                                             | ** ** |
| **24.**    | **Title  to shares forfeited or sold to enforce lien** | ** ** |
| ** ** | ** **                                             | ** ** |
| **25.**    | **Payments  by the Company**                           | ** ** |
| ** ** | ** **                                             | ** ** |
| **26.**    | **Transfers; proper SCH  transfers**                   | ** ** |
| ** ** | ** **                                             | ** ** |
| **27.**    | **Board may refuse to  register**                      | ** ** |
| ** ** | ** **                                             | ** ** |
| **28.**    | **Transfer and  certificate (if any)**                 | ** ** |
| ** ** | ** **                                             | ** ** |
| **29.**    | **Transmission  on death**                             | ** ** |
| ** ** | ** **                                             | ** ** |
| **30.**    | **Transmission by  operation of law **            | ** ** |
| ** ** | ** **                                             | ** ** |
| **31.**    | **Alteration  of capital**                             | ** ** |
| ** ** | ** **                                             | ** ** |
| **32.**    | **Calling of general meetings**                        | ** ** |
| ** ** | ** **                                             | ** ** |
| **33.**    | **Notice  of general meeting**                         | ** ** |
| ** ** | ** **                                             | ** ** |
| **34.**    | **Business of general  meetings**                      | ** ** |
| ** ** | ** **                                             | ** ** |
| **35.**    | **Quorum**                                             | ** ** |
| ** ** | ** **                                             | ** ** |
| **36.**    | **Chairman**                                           | ** ** |

 

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| **37.**    | **Acting Chairman**                                    | ** ** |
|------------|--------------------------------------------------------|------------|
| ** ** | ** **                                             | ** ** |
| **38.**    | **General conduct of meeting**                         | ** ** |
| ** ** | ** **                                             | ** ** |
| **39.**    | **Adjournment**                                        | ** ** |
| ** ** | ** **                                             | ** ** |
| **40.**    | **Voting**                                             | ** ** |
| ** ** | ** **                                             | ** ** |
| **41.**    | **Taking a poll**                                      | ** ** |
| ** ** | ** **                                             | ** ** |
| **42.**    | **Special  meetings**                                  | ** ** |
| ** ** | ** **                                             | ** ** |
| **43.**    | **Voting rights**                                      | ** ** |
| ** ** | ** **                                             | ** ** |
| **44.**    | **Voting  rights of personal representatives, etc**    | ** ** |
| ** ** | ** **                                             | ** ** |
| **45.**    | **Proxies**                                            | ** ** |
| ** ** | ** **                                             | ** ** |
| **46.**    | **Validity, revocation**                               | ** ** |
| ** ** | ** **                                             | ** ** |
| **47.**    | **Board may issue forms of  proxy**                    | ** ** |
| ** ** | ** **                                             | ** ** |
| **48.**    | **Attorneys of shareholders**                          | ** ** |
| ** ** | ** **                                             | ** ** |
| **49.**    | **Number of  Directors**                               | ** ** |
| ** ** | ** **                                             | ** ** |
| **50.**    | **Power to appoint Directors**                         | ** ** |
| ** ** | ** **                                             | ** ** |
| **51.**    | **Remuneration of Directors**                          | ** ** |
| ** ** | ** **                                             | ** ** |
| **52.**    | **Share qualification  for Directors**                 | ** ** |
| ** ** | ** **                                             | ** ** |
| **53.**    | **Remuneration  of Directors for extra services**      | ** ** |
| ** ** | ** **                                             | ** ** |
| **54.**    | **Travelling and other  expenses**                     | ** ** |
| ** ** | ** **                                             | ** ** |
| **55.**    | **Retirement  benefits; superannuation contributions** | ** ** |

 

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| **56.**    | **Disqualification of Auditor**                                      | ** ** |
|------------|----------------------------------------------------------------------|------------|
| ** ** | ** **                                                           | ** ** |
| **57.**    | **Directors may  contract with Company**                             | ** ** |
| ** ** | ** **                                                           | ** ** |
| **58.**    | **Director may hold other  office**                                  | ** ** |
| ** ** | ** **                                                           | ** ** |
| **59.**    | **Exercise  of voting power in other corporations**                  | ** ** |
| ** ** | ** **                                                           | ** ** |
| **60.**    | **Directors may lend to  the Company**                               | ** ** |
| ** ** | ** **                                                           | ** ** |
| **61.**    | **Termination of office  of Director**                               | ** ** |
| ** ** | ** **                                                           | ** ** |
| **62.**    | **Rotation  to exclude Director who is terminated**                  | ** ** |
| ** ** | ** **                                                           | ** ** |
| **63.**    | **Retirement and  nomination of Directors**                          | ** ** |
| ** ** | ** **                                                           | ** ** |
| **64.**    | **Appointment of a Managing  Director and Deputy Managing Director** | ** ** |
| ** ** | ** **                                                           | ** ** |
| **65.**    | **Managing  Director not to be subject to retirement by rotation**   | ** ** |
| ** ** | ** **                                                           | ** ** |
| **66.**    | **Procedures  relating to Board meetings**                           | ** ** |
| ** ** | ** **                                                           | ** ** |
| **67.**    | **Meetings  by telephone or other means of communication**           | ** ** |
| ** ** | ** **                                                           | ** ** |
| **68.**    | **Votes at  meetings**                                               | ** ** |
| ** ** | ** **                                                           | ** ** |
| **69.**    | **Chairman**                                                         | ** ** |
| ** ** | ** **                                                           | ** ** |
| **70.**    | **Powers of  meetings**                                              | ** ** |
| ** ** | ** **                                                           | ** ** |
| **71.**    | **Committees**                                                       | ** ** |
| ** ** | ** **                                                           | ** ** |
| **72.**    | **Validity of  acts**                                                | ** ** |
| ** ** | ** **                                                           | ** ** |
| **73.**    | **Resolution  in writing**                                           | ** ** |

 

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| **74.**    | **General powers of the Board**                              | ** ** |
|------------|--------------------------------------------------------------|------------|
| ** ** | ** **                                                   | ** ** |
| **75.**    | **Power to borrow and  guarantee**                           | ** ** |
| ** ** | ** **                                                   | ** ** |
| **76.**    | **Power  to give security**                                  | ** ** |
| ** ** | ** **                                                   | ** ** |
| **77.**    | **Power to authorise  debenture holders, etc to make calls** | ** ** |
| ** ** | ** **                                                   | ** ** |
| **78.**    | **Power to  issue bond, debenture or other security**        | ** ** |
| ** ** | ** **                                                   | ** ** |
| **79.**    | **Personal liability of  officer**                           | ** ** |
| ** ** | ** **                                                   | ** ** |
| **80.**    | **Seal**                                                     | ** ** |
| ** ** | ** **                                                   | ** ** |
| **81.**    | **Determination of dividend**                                | ** ** |
| ** ** | ** **                                                   | ** ** |
| **82.**    | **Dividend plans**                                           | ** ** |
| ** ** | ** **                                                   | ** ** |
| **83.**    | **Interim  dividends**                                       | ** ** |
| ** ** | ** **                                                   | ** ** |
| **84.**    | **Distribution  otherwise than in cash**                     | ** ** |
| ** ** | ** **                                                   | ** ** |
| **85.**    | **Capitalisation of profits**                                | ** ** |
| ** ** | ** **                                                   | ** ** |
| **86.**    | **Transfer of  shares**                                      | ** ** |
| ** ** | ** **                                                   | ** ** |
| **87.**    | **Retention  of dividends; unclaimed dividends**             | ** ** |
| ** ** | ** **                                                   | ** ** |
| **88.**    | **How  dividends are payable**                               | ** ** |
| ** ** | ** **                                                   | ** ** |
| **89.**    | **Service of  notices**                                      | ** ** |
| ** ** | ** **                                                   | ** ** |
| **90.**    | **When notice deemed to  be served**                         | ** ** |
| ** ** | ** **                                                   | ** ** |
| **91.**    | **Shareholder  not known at registered address**             | ** ** |
| ** ** | ** **                                                   | ** ** |
| **92.**    | **Calculation of period  of notice**                         | ** ** |

 

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| **93.**    | **Notice to  transferor binds transferee**    | ** ** |
|------------|-----------------------------------------------|------------|
| ** ** | ** **                                    | ** ** |
| **94.**    | **Service on deceased  shareholders**         | ** ** |
| ** ** | ** **                                    | ** ** |
| **95.**    | **Winding up**                                | ** ** |
| ** ** | ** **                                    | ** ** |
| **96.**    | **Indemnity of  officers; insurance; access** | ** ** |
| ** ** | ** **                                    | ** ** |
| **97.**    | **Approval of partial  takeover bids **  | ** ** |
| ** ** | ** **                                    | ** ** |
| **98.**    | **Restricted  securities**                    | ** ** |

 

vi

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**Constitutionof**

 

**AMCORLIMITED (ACN 000 017 372)**

 

**PRELIMINARY**

 

The Company isa public company limited by shares.

 

Thereplaceable rules in the Corporations Law do not apply to the Company.

 

**INTERPRETATION**

 

**1.**             **Definedterms**

 

1.1           Inthis Constitution unless the context requires otherwise: 

 

***ASX***means Australian Stock Exchange Limited.

 

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

 

***business day***means a day which is a business day for the purposes of the Listing Rules.

 

***call***includes any instalment of a call and any amount due on issue of any share.

 

***Chairman***means the Chairman of the Board or other person occupying the position ofChairman or Acting Chairman under Rule 36 or Rule 37.

 

***Committee***means a Committee to which powers have been delegated by the Board under Rule71.

 

***Company***means Amcor Limited (ACN 000 017 372).

 

***Constitution***means this Constitution as amended.

 

***Director***means a person appointed or elected to the office of Director of the Company inaccordance with this Constitution.

 

***Law***means the Corporations Law and includes a reference to the CorporationRegulations.

 

***Listing Rules***means the ASX Listing Rules.

 

***Office***means the registered office of the Company.

 

***person***and words importing persons include partnerships, associations andcorporations, unincorporated and incorporated by Ordinance, Act of Parliamentor registration as well as individuals.

 

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***Register***means the register of shareholders of the Company.

 

***registered address***means the address of a shareholder specified on a transfer or any other addressof which the shareholder notifies the Company as a place at which theshareholder is willing to accept service of notices.

 

***retiring Director***means a Director who is required to retire under Rule 63.1 and a Director whoceases to hold office under Rule 61.

 

***Rules***means these Rules, as amended.

 

***SCH***means securities clearing house as referred to in the Law.

 

***Secretary***means a person appointed as, or to perform the duties of, Secretary of theCompany.

 

***securities***includes shares, rights to shares, options to acquire shares, instalmentreceipts and other securities with rights of conversion to equity.

 

***shareholders present***means shareholders present at a general meeting of the Company in person or byduly appointed representative, proxy or attorney.

 

***writing***and ***written***includes printing, typing, lithography, facsimile and other modes ofreproducing words in a visible form.

 

1.2           Aword or phrase which is given a meaning by the Law has the same meaning in thisConstitution.  Words in the singularinclude the plural and vice versa.

 

1.3           Areference to the Law or any other statute or regulation is to the Law, statuteor regulation as modified or substituted.

 

1.4           Areference to the Listing Rules or the SCH Business Rules is to the ListingRules or the SCH Business Rules (as the case may be) in force in relation tothe Company after taking into account any waiver or exemption which is in forceeither generally or in relation to the Company.

 

1.5           Theheadings do not affect the construction of this Constitution.

 

**SECURITIES**

 

**2.**             **Issue of shares with special rights**

 

Without affecting any special rights conferred on the holders of anyshares, any share in the capital of the Company may be issued with preferred,deferred or other special rights, obligations or restrictions, whether inregard to dividends, voting, return of share capital, payment of calls orotherwise, as the Board may determine.

 

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**3.**             **Preference shares**

 

If the Company at any time proposes to issue any preference shares:

 

(a)           thepreference shares may be issued on the terms that they are, or at the option ofthe Company are, liable to be redeemed out of share capital, profits orotherwise;

 

(b)           thepreference shares confer on the holders the right to convert the preferenceshares into ordinary shares if and on the basis the Board determines at thetime of issue of the preference shares;

 

(c)            (i)            thepreference shares confer on the holders a right to receive out of the profitsof the Company available for dividend a preferential dividend at the rate or ofthe amount (which may be subject to an index) and on the basis determined bythe Board at the time of issue of the preference shares;

 

(ii)           inaddition to the preferential dividend, the preference shares may participatewith the ordinary shares in dividends declared by the Board if and to theextent the Board determines at the time of issue of the preference shares;  and

 

(iii)          thepreferential dividend may be cumulative if and to the extent the Boarddetermines at the time of issue of the preference shares;

 

(d)           thepreference shares are to confer on the holders:

 

(i)            theright on redemption and in a winding up to payment in cash in priority to anyother class of shares of:

 

(A)          theamount paid or agreed to be considered as paid on each of the preferenceshares; and

 

(B)           theamount (if any) equal to the aggregate of any dividends accrued (whetherdeclared or not) but unpaid and of any arrears of dividends;  and

 

(ii)           theright, in priority to any payment of dividend on any other class of shares, tothe preferential dividend;

 

(e)           thepreference shares do not confer on the holders any further rights toparticipate in assets or profits of the Company;

 

(f)            theholders of the preference shares have the same rights as the holders ofordinary shares to receive notices, reports and accounts and to attend and beheard at all general meetings, but are not to have the right to vote at generalmeetings except as follows:

 

(i)            onany question considered at a general meeting if, at the date of the meeting,the dividend on the preference shares is in arrears;

 

(ii)           ata general meeting on a proposal:

 

(A)          toreduce the share capital of the Company;

 

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(B)           thataffects rights attached to the preference shares;

 

(C)           towind up the Company;

 

(D)          forthe disposal of the whole of the property, business and undertaking of theCompany;

 

(iii)          ata general meeting on a resolution to approve the terms of a buy-backagreement;  and

 

(iv)          onany question considered at a general meeting held during the winding up of theCompany;  and

 

(g)           theCompany may issue further preference shares ranking pari passu in all respectswith (but not in priority to) other preference shares already issued and therights of the issued preference shares are not to be taken to have been variedby the further issue.

 

**4.**             **Board’s power to issue shares**

 

Except as provided by contract or this Constitution to the contrary,all unissued shares are under the control of the Board which may grant optionson the shares, issue or otherwise dispose of the shares on the terms andconditions and for the consideration it thinks fit.  An issue of shares of the same class as anexisting class of shares is not to be considered to constitute a variation ofthe rights of the holders of shares in the existing class.

 

**5.**             **Directors may participate**

 

Subject to the Listing Rules, any Director or any person who is anassociate of a Director for the purposes of the Listing Rules may participatein any issue by the Company of securities.

 

**6.**             **Surrender of shares**

 

In its discretion, the Board may accept a surrender of shares by way ofcompromise of any question as to whether or not those shares have been validlyissued or in any other case where the surrender is within the powers of theCompany.  Any shares surrendered may besold or re-issued in the same manner as forfeited shares.

 

**7.**             **Jointholders**

 

Where two or more persons are registered as the holders of any shares,they are considered to hold the shares as joint tenants with benefits ofsurvivorship subject to the following provisions:

 

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(a)           **Number of holders**

 

the Company is not bound to register more thanfour persons as the holders of the shares (except in the case of personalrepresentatives of a deceased shareholder);

 

(b)           **Liability for payments**

 

the joint holders of the shares are liableseverally as well as jointly in respect of all payments which ought to be madein respect of the shares;

 

(c)           **Death of joint holder**

 

on the death of any one of the joint holders,the survivor is the only person recognised by the Company as having any titleto the shares but the Board may require evidence of death and the estate of thedeceased joint holder is not released from any liability in respect of theshares;

 

(d)           **Power to give receipt**

 

any one of the joint holders may give areceipt for any dividend, bonus or return of capital payable to the jointholders;

 

(e)           **Notices and certificates**

 

only the person whose name stands first inthe Register as one of the joint holders of the shares is entitled, if theCompany determines to issue certificates for shares, to delivery of acertificate relating to the shares or to receive notices from the Company andany notice given to that person is considered to be notice to all the jointholders; and

 

(f)            **Votes of joint holders**

 

any one of the joint holders may vote at anymeeting of the Company either personally or by duly authorised representative,proxy or attorney, in respect of the shares as if that joint holder was solelyentitled to the shares.  If more than oneof the joint holders are present personally or by duly authorised representative,proxy or attorney, only the vote of the joint holder whose name appears firstin the Register counts.

 

**8.**             **Non-recognition of equitable or other interests**

 

Except as otherwise provided in this Constitution, or as required bylaw, the Company is entitled to treat the registered holder of any share as theabsolute owner of the share and is not bound to recognise (even when havingnotice) any equitable or other claim to or interest in the share on the part ofany other person.

 

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**FORM OF HOLDINGOF SHARES**

 

**9.**             **Share transfer system**

 

To facilitate any participation by theCompany in any share transfer system introduced by or acceptable to ASX, theBoard may:

 

(a)           acceptany instrument of transfer, transfer document or other method of transfer inaccordance with the requirements of the share transfer system; and

 

(b)           despiteany other provision in this Constitution, do all things it considers necessary,required or authorised by the Law, the Listing Rules or the SCH Business Rulesin connection with the share transfer system.

 

**CALLS**

 

**10.****         ****Power to make calls**

 

Subject to the terms on which any shares may have been issued and inaccordance with the Listing Rules, the Board may make calls on the shareholdersin respect of money unpaid on their shares. Each shareholder is liable to pay the amount of each call in the manner,at the time and at the place specified by the Board.  Calls may be made payable by instalments.

 

**11.****         ****Obligation for calls**

 

The Company may make arrangements on the issue of shares for adifference between the holders of those shares in the amount of calls to bepaid and the time of payment of the calls.

 

**12.****         ****When a call is made**

 

A call is deemed to have been made at the time when the resolution ofthe Board authorising the call was passed. The call may be revoked or postponed at the discretion of the Board atany time prior to the date on which payment in respect of the call is due.  The non-receipt of a notice of any call by,or the accidental omission to give notice of any call to, any shareholder doesnot invalidate the call.

 

**13.****         ****Interest on the late payment of calls**

 

If any sum payable in respect of a call is not paid on or before thedate for payment, the shareholder from whom the sum is due is to pay intereston the unpaid amount from the due date to the date of payment at the rate the

 

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Board determines.  The Board maywaive the whole or part of any interest paid or payable under this Rule.

 

**14.****          Instalments**

 

If, by the terms of an issue of shares, any amount is payable inrespect of any shares by instalments, every instalment is payable as if it is acall duly made by the Board of which due notice had been given, and allprovisions of this Constitution with respect to the payment of calls and ofinterest or to the forfeiture of shares for non-payment of calls or withrespect to liens or charges apply to the instalment and to the shares inrespect of which it is payable.

 

**FORFEITUREAND LIEN**

 

**15.****         ****Notice requiring payment of sums payable**

 

If any shareholder fails to pay any sum payable in respect of anyshares, either for issue money, calls or instalments, on or before the day forpayment, the Board may serve a notice on the shareholder requiring thatshareholder to pay the sum together with interest accrued and all expensesincurred by the Company by reason of the non-payment.  The notice may be served at any time whilstany part of the sum remains unpaid.

 

**16.****         ****Time and place for payment**

 

The notice referred to in Rule 15 must state a day on or before whichthe sum, interest and expenses (if any) are to be paid and the place wherepayment is to be made and that, if payment is not made by the time and at theplace specified, the shares in respect of which the sum is payable are liable tobe forfeited.

 

**17.****         ****Forfeiture on non-compliance with notice**

 

If there is non-compliance with the requirements of any notice givenunder Rule 15, any shares in respect of which notice has been given may beforfeited by a resolution of the Board passed at any time after the dayspecified in the notice for payment.  Theforfeiture is to include all dividends, interest and other money payable by theCompany in respect of the forfeited shares and not paid before the forfeiture.

 

**18.****         ****Notice of forfeiture**

 

When any share is forfeited, notice of the resolution of the Board mustbe given to the shareholder in whose name the share was registered immediatelyprior to the forfeiture, and an entry of the forfeiture and the date offorfeiture

 

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must be made in the Register. Failure to give notice or make the entry as required by this Rule doesnot invalidate the forfeiture.

 

**19.****         ****Disposal of forfeited shares**

 

Any forfeited share is considered to be the property of the Company andthe Board may sell or otherwise dispose of or deal with the share in any mannerit thinks fit and with or without any money paid on the share by any formerholder being credited as paid up.

 

**20.****         ****Annulment of forfeiture**

 

At any time before any forfeited share is sold or otherwise disposedof, the Board may annul the forfeiture of the share on any condition it thinksfit.

 

**21.****         ****Liability despite forfeiture**

 

Any shareholder whose shares have been forfeited is, despite theforfeiture, liable to pay and must immediately pay to the Company all sums ofmoney, interest and expenses owing on or in respect of the forfeited shares atthe time of forfeiture, together with expenses and interest from that timeuntil payment at the rate the Board determines. The Board may enforce the payment or waive the whole or part of any sumpaid or payable under this Rule as it thinks fit.

 

**22.****         ****Company’s lien or charge**

 

The Company has a first and paramount lien or charge, for unpaid calls,instalments, interest due in relation to any calls or instalments and anyamounts the Company is called on by law to pay in respect of the shares of ashareholder, on shares registered in the name of the shareholder in respect ofwhich the calls, instalments and interest are due and unpaid (whether thenpayable or not) or in respect of which the amounts are paid and on the proceedsof sale of the shares.  The lien orcharge extends to all dividends and bonuses declared in respect of the sharesbut, if the Company registers a transfer of any shares on which it has a lienor charge without giving the transferee notice of any claim it may have at thattime, the shares are freed and discharged from the lien or charge of theCompany in respect of that claim.  TheBoard may do all things necessary or appropriate under the SCH Business Rulesand the Listing Rules in order to protect or enforce any lien or charge.

 

**23.****         ****Sale of shares to enforcelien**

 

For the purpose of enforcing a lien or charge, the Board may sell theshares which are subject to the lien or charge in any manner it thinks fit andwith or

 

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without giving any notice to the shareholder in whose name the sharesare registered, subject to the SCH Business Rules and the Listing Rules.

 

**24.****         ****Title to shares forfeited or sold to enforce lien**

 

24.1         Ina sale or a re-issue of forfeited shares or in the sale of shares to enforce alien or charge, an entry in the Board’s minute book that the shares have beenforfeited, sold or re-allotted in accordance with this Constitution issufficient evidence of that fact as against all persons entitled to the sharesimmediately before the forfeiture, sale or re-issue of the shares.  The Company may receive the purchase money orconsideration (if any) given for the shares on any sale or re-issue.

 

24.2         Ina re-issue, a certificate signed by a Director or the Secretary to the effectthat the shares have been forfeited and the receipt of the Company for theprice of the shares constitutes a good title to them.

 

24.3         Ina sale, the Company may appoint a person to execute, or may otherwise effect, atransfer in favour of the person to whom the shares are sold.

 

24.4         Onthe issue of the receipt or the transfer being executed or otherwise effectedthe person to whom the shares have been re-allotted or sold is to be registeredas the holder of the shares, discharged from all calls or other money due inrespect of the shares prior to the re-issue or purchase and the person is notbound to see to the regularity of the proceedings or to the application of thepurchase money or consideration and the person’s title to the shares is notaffected by any irregularity or invalidity in the proceedings relating to theforfeiture, sale or re-issue.

 

24.5         Thenet proceeds of any sale or re-issue are to be applied first in payment of allcosts in relation to the enforcement of the lien or charge or the forfeitureand of the sale or re-issue, next in satisfaction of the amount in respect ofwhich the lien or charge exists as is then payable to the Company (includinginterest) or the amount in respect of the forfeited shares then payable to theCompany (including interest) and the residue (if any) paid to, or at thedirection of, the person registered as the holder of the shares immediatelyprior to the sale or re-issue or to the person’s executors, administrators orassigns on the production of any evidence as to title required by the Board.

 

**PAYMENTS BYTHE COMPANY**

 

**25.****         ****Payments by the Company**

 

If any law of any place imposes or purports to impose any immediate orfuture or possible liability on the Company to make any payment, or empowersany government or taxing authority or government official to require theCompany to make any payment, in respect of any securities held either jointly orsolely by any holder or in respect of any transfer of those

 

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securities or in respect of any interest, dividends, bonuses or othermoney due or payable or accruing due or which may become due or payable to theholder by the Company on or in respect of any securities or for or on accountor in respect of any holder of securities, whether because of:

 

(a)           thedeath of the holder;

 

(b)          thenon-payment of any income tax or other tax by the holder;

 

(c)           thenon-payment of any estate, probate, succession, death, stamp or other duty bythe holder or a personal representative of that holder or by or out of theholder’s estate;

 

(d)          anyassessment of income tax against the Company in respect of interest ordividends paid or payable to the holder; or

 

(e)           anyother act or thing,

 

the Company ineach case:

 

(i)            isto be fully indemnified from all liability by the holder or the holder’spersonal representative and by any person who becomes registered as the holderof the securities on the distribution of the deceased holder’s estate;

 

(ii)           hasa lien or charge on the securities for all money paid by the Company in respectof the securities under or because of any law;

 

(iii)          hasa lien on all dividends, bonuses and other money payable in respect of thesecurities registered in the Register as held either jointly or solely by theholder for all money paid or payable by the Company in respect of thesecurities because of any law, together with interest at a rate the Board maydetermine from the date of payment to the date of repayment, and may deduct orset off against any dividend, bonus or other money payable any money paid orpayable by the Company together with interest;

 

(iv)         mayrecover as a debt due from the holder or the holder’s personal representative,or any person who becomes registered as the holder of the securities on thedistribution of the deceased holder’s estate, any money paid by the Companybecause of any law which exceeds any dividend, bonus or other money then due orpayable by the Company to the holder together with interest at a rate the Boardmay determine from the date of payment to the date of repayment;  and

 

(v)          exceptin the case of a proper SCH transfer, may, if any money is paid or payable by theCompany under any law, refuse to register a transfer of any securities by theholder or the holder’s personal representative until the money and interest isset off or deducted or, in case the money and interest exceeds the amount ofany dividend, bonus or other money then due or payable by the Company to theholder, until the excess is paid to the Company.

 

Nothing in this Rule affects any right orremedy which any law confers on the Company and any right or remedy enforceableby the Company whether against the holder or the holder’s personalrepresentative.

 

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**TRANSFERAND TRANSMISSION OF SECURITIES**

 

**26.****         ****Transfers; proper SCHtransfers**

 

26.1         Atransfer of any securities may be effected by:

 

(a)           awritten transfer in the usual or common form or in any form the Board mayprescribe or in a particular case accept, duly stamped (if necessary) beingdelivered to the Office or other place as designated by the Board;

 

(b)           aproper SCH transfer, which is to be in the form required or permitted by theLaw or the SCH Business Rules;  or

 

(c)           anyother electronic system established or recognised by the Listing Rules in whichthe Company participates in accordance with the rules of that system.

 

26.2         Exceptin the case of a proper SCH transfer, the transferor is deemed to remain theholder of the securities transferred until the name of the transferee isentered on the Register.  A proper SCHtransfer is taken to be recorded in the Register and the name of the transfereeto be registered as the holder of the securities comprised in the proper SCHtransfer, as provided in the SCH Business Rules.

 

26.3         TheBoard may take any action it thinks fit to comply with the SCH Business Rulesand may request the SCH to apply a holding lock to prevent a transfer ofsecurities the subject of the SCH Business Rules if the Board thinks fit.

 

**27.****         ****Board may refuse to register**

 

27.1         TheBoard may refuse to register any transfer of securities:

 

(a)           ifthe registration of the transfer would result in a contravention of or failureto observe the provisions of any applicable law or the Listing Rules;

 

(b)           onwhich the Company has a lien; or

 

(c)           ifpermitted to do so under the Listing Rules.

 

27.2         Thedecision of the Board relating to the registration of a transfer isabsolute.  Failure to give notice ofrefusal to register any transfer as may be required under the Law or theListing Rules does not invalidate the decision of the Board.

 

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**28.****         ****Transfer and certificate (ifany)**

 

28.1         Everytransfer must be left for registration at the Office or any other place theBoard determines.  Unless the Boardotherwise determines either generally or in a particular case, the transfer isto be accompanied by the certificate (if any) for the securities to betransferred.  In addition, the transferis to be accompanied by any other evidence which the Board may require to provethe title of the transferor, the transferor’s right to transfer the securities,due execution of the transfer or due compliance with the provisions of any lawrelating to stamp duty.  The requirementsof this Rule do not apply in respect of a proper SCH transfer.

 

28.2         Subjectto Rule 28.1, on each application to register the transfer of any securities orto register any person as the holder in respect of any securities transmittedto that person by operation of law or otherwise, the certificate (if any)specifying the securities in respect of which registration is required must bedelivered to the Company for cancellation and on registration the certificateis considered to have been cancelled.

 

28.3         Eachtransfer which is registered may be retained by the Company for any perioddetermined by the Board after which the Company may destroy it.

 

**28A****       ****Sale of Unmarketable Parcels of Shares**

 

28A.1      Theprovisions of this Rule 28A have effect notwithstanding any provision in thisConstitution to the contrary.

 

28A.2      Unlessthe context requires otherwise, in this Rule 28A the following definitions apply:

 

(a)           ‘DivestedShares’ means the shares held by a shareholder which are sold or disposed of bythe Company in accordance with this Rule 28A.

 

(b)           ‘DivestmentNotice’ means a written notice given by the Company under paragraph28A.3(a)(i).

 

(c)           ‘ExistingShareholder’ means a shareholder who holds less than a Marketable Parcel ofshares in the Company, but does not include a New Shareholders.

 

(d)           ‘NewShareholder’ means a shareholder who holds less than a Marketable Parcel ofshares in the Company where:

 

(i)            thatholding is a new holding crated by the transfer of a parcel of shares that wasless than a Marketable Parcel at the time a proper ASTC transfer was initiatedor a paper based transfer was lodged; and

 

(ii)           thetransfer referred to in paragraph (i) occurred after the date on which thisRule came into effect.

 

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(e)           ‘SpecifiedPeriod’ means the time frame specified in a Divestment Notice in accordancewith paragraph 28A.3(a)(i).

 

(f)            Theterms ‘Marketable Parcel’ and ‘Takeover’ have the same meaning as given in theListing Rules and the terms ‘CHESS Holding’, ‘Holding Adjustment’ and ‘IssuerSponsored Holding’ have the same meaning as given in the ASTC Settlement Rules.

 

(g)           Where,under this Rule 28A, powers are conferred on the Secretary, such powers may beexercised either by the Secretary or by any person nominated by the Secretary.

 

28A.3

 

(a)           Subjectto the Law, Listing Rules and ASTC Settlement Rules, the Company may sell theshares of an Existing Shareholder if:

 

(i)            theCompany gives written notice (***Divestment Notice***) to that shareholder of its intentionto sell or dispose of those shares in accordance with this Rule 28A within aspecified time frame, being no less than 42 days after the date on which thenotice is sent by the Company (***Specified Period***); and

 

(ii)           theshareholder does not given notice in writing to the Company before the end ofthe Specified Period that the shareholder wants to retain its shareholding, inwhich case the Company must not sell that shareholding.

 

(b)           Subjectto paragraph (c), the Company may only exercise its powers under paragraph (a),in respect of one or more shareholders, once in any 12 month period.

 

(c)           Fromthe date on which a Takeover in respect of the Company’s shares is publiclyannounced until the close of the offers under that Takeover, the Company’spowers under this Rule 28A cease to have any force of effect.

 

28A.4      Subjectto the Law, Listing Rules and ASTC Settlement Rules, the Company may sell the sharesof a New Shareholders and, before undertaking any such sale, may given the NewShareholder notice in writing of its intention to sell or dispose of theshareholder’s shares in accordance with this Rule 28A.

 

28A.5      Theexercise by the Company of its powers under Rule 28A.3 and Rule 28A.4extinguishes:

 

(a)           allinterests in the Divested Shares of the former shareholder; and

 

(b)           allclaims against the Company in respect of the Divested Shares by thatshareholder,

 

and the remedy of any shareholder to whom this Rule 28A applies, inrelation to the sale of that shareholder’s shares, is expressly limited to aright of action in damages against the Company to the exclusion of any otherright, remedy or relief against any other person.

 

28A.6      EachExisting Shareholder in receipt of a Divestment Notice, unless the shareholderhas given written notice to the Company in accordance with Rule

 

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28A.3(a)(ii), and each New Shareholder, is deemed to have irrevocably appointedthe Company as the shareholder’s agent to:

 

(a)           sellall of their shares to an arm’s length purchaser, provided that, in respect ofan Existing Shareholder, the Company does not do so until after the end of theSpecified Period; and

 

(b)           receivethe sale proceeds on behalf of the shareholder,

 

although nothing in this Rule obliges the Company to sell thoseshares.  For the purpose of such a sale,the Company may initiate a Holding Adjustment to move all shares held by amember form a CHESS Holding to an Issuer Sponsored Holding or a certificatedholding or take any other action the Company considers necessary or desirableto effect the sale and transfer of the shares.

 

28A.7      TheSecretary may, in respect of any sale of a shareholder’s shares in the Companyunder this Rule 28A:

 

(a)           executeon behalf of such shareholder an instrument of transfer of all of theshareholder’s shares in the Company in such manner and form as the Secretaryconsiders necessary and to deliver such share transfer to the purchaser; and

 

(b)           takeany action on behalf of any such shareholder or the Company as the Secretaryconsiders necessary to effect the sale and transfer of those shares.

 

28A.8      Acertificate under the hand of the Secretary to the effect that shares soldunder this Rule 28A have been duly sold will discharge the purchaser from allliability in respect of the purchase of those shares.

 

28A.9      Apurchaser of shares sold under this Rule 28A will, upon being entered in theRegister as the holder of the shares, have title to the shares which is notaffected by any irregularity or invalidity in the action of the Companypursuant to this Rule 28A and will not be bound to see to the application ofthe purchase money or other consideration.

 

28A.10

 

(a)           If:

 

(i)            theCompany sells a shareholder’s shares in the company on the shareholder’s behalfunder this Rule 28A; and

 

(ii)           anycertificate relating to the shares the subject of the sale has been received bythe Company (or the Company is satisfied that the certificate has been lost ordestroyed),

 

the Company must, within 60 days after completion of the sale, causethe proceeds of sale (less any amount due and unpaid in respect of thoseshares) to be sent to the shareholder entitled to those proceeds by sending acheque made payable to the shareholder through the post to the address of thatshareholder in the Register (or, in the case of joint holders, to that onewhose name stands first in the Register in respect of the joint holding) or byany other means as determined by the Board. Payment of any money under this Rule 28A is a the risk

 

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of the shareholder to whom it is sent and no money payable under thisRule 28A by the Company to a former shareholder bears interest as against theCompany.

 

(b)           Inthe case of sale of a New Shareholder’s shares under this Rule 28A, the Companyis entitled to deduct (and keep) from the proceeds of sale, the costs of saleas determined by the Company.  In anyother case, the Company, or the purchaser of shares sold under this Rule 28A,must bear the costs of sale.  The costsof sale include all stamp duty, brokerage and government taxes and charges(except for tax on income or capital gains for the former shareholder) payableby the transferor.

 

28A.11    Ifthe Company is entitled to exercise its powers under Rule 28A.4, the Companymay, by resolution of the Directors, remove or change either or both:

 

(a)           theright to vote; and

 

(b)           theright to receive dividends (whether final or interim),

 

of the New Shareholder in respect of some or all of the shares liableto be sold or disposed of, provided that, after the sale of those shares, theCompany must pay to the New Shareholder any dividends that have been withheldunder this Rule 28A.11.

 

28A.12    Anydetermination made by or on behalf of the Company (including any determinationmade by the Secretary) under this Rule 28A, will be binding on, and conclusiveagainst (in the absence of a manifest error), a shareholder.

 

**29.****         ****Transmission on death**

 

The personal representative of a deceased shareholder (who is not oneof several joint holders) is the only person recognised by the Company ashaving any title to securities registered in the name of the deceasedshareholder.  Subject to compliance bythe transferee with this Constitution, the Board may register any transfersigned by a shareholder prior to the shareholder’s death, despite the Companyhaving notice of the shareholder’s death.

 

**30.****         ****Transmission by operation oflaw**

 

A person (a ***transmittee***)who establishes to the satisfaction of the Board that the right to anysecurities has devolved on the transmittee by will or by operation of law maybe registered as a holder in respect of the securities or may (subject to theprovisions in this Constitution relating to transfers) transfer thesecurities.  The Board has the same rightto refuse to register the transmittee as would apply under Rule 27.1 if thetransmittee was the transferee named in a transfer presented for registration.

 

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**31.****         ****Alteration of capital**

 

The Company in general meeting may reduce or alter its share capital inany manner permitted by Law (including, without limitation, by way of an inspecie distribution of paid up shares or other securities of another bodycorporate, or other assets, in which case each shareholder appoints the Companyits attorney to take all necessary action to perfect the transfer of the sharesor other assets to the shareholder).  TheBoard may do anything which is required to give effect to any resolutionauthorising reduction or alteration of the share capital of the Company and,without limitation, may make provision for the issue of fractional certificatesor sale of fractions of shares and distribution of net proceeds as it thinksfit.

 

**GENERAL MEETINGS**

 

**32.****         ****Calling of general meetings**

 

By a resolution of the Board, the Company may call a general meeting ofthe Company to be held at the time and place and in the manner determined bythe Board.  No shareholder may convene ageneral meeting of the Company except where entitled under the Law to doso.  By resolution of the Board anygeneral meeting may be cancelled or postponed prior to the date on which it isto be held, except where the cancellation or postponement would be contrary tothe Law.  The Board may give notice (ifany) of cancellation or postponement as it thinks fit but any failure to givenotice of cancellation or postponement does not invalidate the cancellation orpostponement or any resolution passed at a postponed meeting.

 

**33.****         ****Notice of general meeting**

 

Where the Company has called a general meeting notice of the meetingmay be given in the form and manner in which the Board thinks fit.  The non-receipt of a notice of any generalmeeting by, or the omission to give notice to, any person entitled to notice,does not invalidate any resolution passed at that meeting.

 

**PROCEEDINGS OF MEETINGS**

 

**34.****         ****Business of general meetings**

 

The business of an annual general meeting is to consider the accountsand reports required by the Law to be laid before each annual general meeting,to elect Directors in the place of those retiring under this Constitution, whenrelevant to appoint an auditor, and to transact any other business which, underthis Constitution, is required to be transacted at any annual generalmeeting.  All other business transactedat an annual general meeting and all business transacted at other generalmeetings is special.  Except with the

 

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approval of the Board, with the permission of the Chairman or aspermitted under the Law, no person may move at any meeting either:

 

(a)           inregard to any special business of which notice has been given under Rule 33,any resolution or any amendment of a resolution;  or

 

(b)           anyother resolution which does not constitute part of special business of whichnotice has been given under Rule 33.

 

**35.****         ****Quorum**

 

35.1         Threeshareholders present constitute a quorum for a meeting.  No business may be transacted at any meeting exceptthe election of a Chairman and the adjournment of the meeting unless a quorumis present at the commencement of the meeting.

 

35.2         Ifthere is not a quorum at a general meeting within 15 minutes after the timespecified in the notice of the meeting, the meeting is dissolved unless theBoard adjourns the meeting to a date, time and place determined by it.  If no quorum is present at any adjournedmeeting within 15 minutes after the time for the meeting, the meeting isdissolved.

 

**36.****         ****Chairman**

 

36.1         TheChairman of the Board is entitled to chair every general meeting.

 

36.2         Ifat any general meeting:

 

(a)           theChairman of the Board is not present at the specified time for holding themeeting; or

 

(b)           theChairman of the Board is present but is unwilling to act as chairman of themeeting, the Deputy Chairman of the Board is entitled to chair the meeting.

 

36.3         Ifat any general meeting:

 

(a)           thereis no Chairman of the Board or Deputy Chairman of the Board;

 

(b)           theChairman of the Board and Deputy Chairman of the Board are not present at thespecified time for holding the meeting; or

 

(c)           theChairman of the Board and the Deputy Chairman of the Board are present but eachis unwilling to act as chairman of the meeting,

 

the Directors present may choose anotherDirector as chairman of the meeting and if no Director is present or if each ofthe Directors present is unwilling to act as chairman of the meeting, ashareholder chosen by the shareholders present may chair the meeting.

 

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**37.****         ****Acting Chairman**

 

If during any general meeting the Chairman acting under Rule 36 isunwilling to chair any part of the proceedings, the Chairman may withdrawduring the relevant part of the proceedings and may nominate any person whoimmediately before the general meeting was a Director or who has been nominatedfor election as a Director at the meeting to be Acting Chairman of the meetingduring the relevant part of the proceedings. On the conclusion of the relevant part of the proceedings the ActingChairman is to withdraw and the Chairman is to resume to chair the meeting.

 

**38.****         ****General conduct of meeting**

 

38.1         Thegeneral conduct of each general meeting of the Company and the procedures to beadopted at the meeting are as determined at, during or prior to the meeting bythe Chairman.

 

38.2         TheChairman or a person acting with the Chairman’s authority may require anyperson who wishes to attend the meeting to comply with searches, restrictionsor other security arrangements the Chairman or a person acting with theChairman’s authority considers appropriate. The Chairman or a person acting with the Chairman’s authority may refuseentry to any person who does not comply with the arrangements, any person whopossesses a recording or broadcasting device without the consent of theChairman or a person acting with the Chairman’s authority, or any person whopossesses an article which the Chairman or person acting with the Chairman’sauthority considers to be dangerous, offensive or liable to causedisruption.  At any time the Chairmanconsiders it necessary or desirable for the proper and orderly conduct of themeeting, the Chairman may demand the cessation of debate or discussion on anybusiness, question, motion or resolution being considered by the meeting andrequire the business, question, motion or resolution to be put to a vote of theshareholders present.

 

38.3         TheChairman may require the adoption of any procedures which are in the Chairman’sopinion necessary or desirable for the proper and orderly casting or recordingof votes at any general meeting of the Company, whether on a show of hands oron a poll.

 

38.4         Anydetermination by the Chairman in relation to matters of procedure or any othermatter arising directly or indirectly from the business is final.  Any challenge to a right to vote (whether ona show of hands or on a poll) may only be made at the meeting and may bedetermined by the Chairman whose decision is final.

 

**39.****         ****Adjournment**

 

During the course of the meeting the Chairman may adjourn the meetingor any business, motion, question or resolution being considered or remaining

 

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to be considered by the meeting or any debate or discussion either to alater time at the same meeting or to an adjourned meeting.  If the Chairman exercises a right ofadjournment of a meeting under this Rule, the Chairman has the sole discretionto decide whether to seek the approval of the shareholders present to theadjournment and, unless the Chairman exercises that discretion, no vote may betaken by the shareholders present in respect of the adjournment.  No business may be transacted at anyadjourned meeting other than the business left unfinished at the meeting fromwhich the adjournment took place.

 

**40.****         ****Voting**

 

40.1         TheChairman may determine that any question to be submitted to a general meetingbe determined by a poll without first submitting the question to the meeting tobe decided by a show of hands.

 

40.2         Unlessthe Chairman makes the determination referred to in Rule 40.1 or a poll isotherwise demanded in accordance with the Law, each question submitted to ageneral meeting is to be decided in the first instance by a show of hands.

 

40.3         Inthe case of an equality of votes, the Chairman has, both on a show of hands andon a poll, a casting vote in addition to any votes to which the Chairman may beentitled as a shareholder, or as proxy, attorney or properly appointedrepresentative of a shareholder.

 

40.4         Unlessa poll is demanded, a declaration by the Chairman following a vote on a show ofhands that a resolution has been passed or lost is conclusive.

 

40.5         Apoll may be demanded by a shareholder under the Law (and not otherwise) or bythe Chairman.  No poll may be demanded onthe election of a chairman of a meeting or, unless the Chairman otherwisedetermines, the adjournment of a meeting. A demand for a poll may be withdrawn.

 

**41.****         ****Taking a poll**

 

41.1         Ifa poll is demanded as provided in Rule 40.5, it is to be taken in the manner andat the time and place as the Chairman directs, and the result of the poll isthe meeting’s resolution of the motion on which the poll was demanded.

 

41.2         Ademand for a poll does not prevent the continuance of a meeting for thetransaction of any business other than the question on which a poll has beendemanded.  A poll demanded on anyquestion of adjournment is to be taken at the meeting and without adjournment.

 

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**42.****         ****Special meetings**

 

All the provisions of this Constitution as to general meetings apply toany special meeting of any class of shareholders which may be held under theoperation of this Constitution or the Law.

 

**VOTES OFSHAREHOLDERS**

 

**43.****         ****Voting rights**

 

Subject to restrictions on voting affecting any class of shares and toRules 3, 7(f) and 46:

 

(a)           ona show of hands:

 

(i)            subjectto paragraphs (ii) and (iii), each shareholder present has one vote;

 

(ii)           wherea shareholder has appointed more than one person as representative, proxy orattorney for the shareholder, none of the representatives, proxies or attorneysis entitled to vote;  and

 

(iii)          wherea person is entitled to vote because of paragraph (i) in more than onecapacity, that person is entitled only to one vote;  and 

 

(b)           subjectto Rule 43(c) on a poll, each shareholder present:

 

(i)            hasone vote for each fully paid share held; and

 

(ii)           foreach other share held, has a vote in respect of the share which carries thesame proportionate value as the proportion of the amount paid up (not credited)or agreed to be considered as paid up on the total issue price of that share atthe time the poll is taken bears to the total issue price of the share(excluding amounts credited); and

 

(c)           ona poll, only shareholders present may vote unless, consistently with the Law,the Board has approved other means (including electronic) for the casting andrecording of votes by shareholders on any resolution to be put to a generalmeeting.

 

**44.****         ****Voting rights of personal representatives, etc**

 

Where a person satisfies the Board at least 48 hours before the holdingof a general meeting (unless the person has previously satisfied the Board asto the person’s right to vote) that the person is a personal representative asreferred to in Rule 29 or a transmittee as referred to in Rule 30, the personmay vote at the general meeting in the same manner as if the person were theregistered holder of the securities referred to in Rule 29 or 30, as the caserequires.

 

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**45.****          Proxies**

 

45.1         Ashareholder who is entitled to attend and cast a vote at a meeting of theCompany may appoint a person as a proxy to attend and vote for the member inaccordance with the Law but not otherwise. Subject to Rule 45.2, a proxy appointed to attend and vote in accordancewith the Law may exercise the rights of the shareholder on the basis andsubject to the restrictions provided in the Law.

 

45.2         Nomember not personally present is entitled to vote on a show of hands exceptwhere the shareholder is a corporation present by a proxy or a company presentby a representative properly authorised pursuant to the Law.

 

45.3         Aform of appointment of a proxy is valid if it is in accordance with the Law orin any form which the Board may prescribe or accept.

 

45.4         Anyappointment of proxy under Rule 45.3 which is incomplete may be completed bythe Secretary on the authority of the Board and the Board may authorisecompletion of the proxy by the insertion of the name of any Director as theperson in whose favour the proxy is given.

 

45.5         Votinginstructions given by a shareholder to a Director or employee of the Companywho is appointed as proxy (***Company Proxy***)are valid only if contained in the form of appointment of the CompanyProxy.  If a shareholder wishes to give aCompany Proxy appointed by the shareholder new instructions or variations toearlier instructions, the new instructions or variations are only valid ifreceived at the Office before the meeting or adjourned meeting by a notice in writingsigned by the shareholder.

 

45.6         Forthe purposes of Rule 45.5, where a notice of meeting provides for electroniclodgment of proxies, a proxy lodged at the electronic address specified in thenotice is taken to have been received at the office and validated by theshareholder if there is compliance with the requirements set out in the notice.

 

**46.****          Validity,revocation**

 

46.1         Thevalidity of any resolution is not affected by the failure of any proxy orattorney to vote in accordance with instructions (if any) of the appointingshareholder.

 

46.2         Avote given in accordance with the terms of an instrument of proxy or power ofattorney is valid despite the previous death or mental incapacity of theappointing shareholder, revocation of the instrument of proxy or power ofattorney or transfer of the shares in respect of which the vote is given,provided no notice in writing of the death, mental incapacity, revocation ortransfer has been received at the Office before the relevant meeting oradjourned meeting.

 

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46.3         Aproxy is not revoked by the appointing shareholder attending and taking part inthe meeting, unless the appointing shareholder votes at the meeting on theresolution for which the proxy is proposed to be used.

 

**47.****          Board may issue forms of proxy**

 

The Board may issue with any notice ofgeneral meeting of shareholders or any class of shareholders forms of proxy foruse by the shareholders.  Each form mayinclude the names of any of the Directors or of any other persons willing toact as proxies or as persons who are to be proxies where the shareholder doesnot specify in the form the name of the person or persons to be appointed asproxies.  The forms may be worded so thata proxy may be directed to vote either for or against each or any of theresolutions to be proposed.

 

**48.****          Attorneys of shareholders**

 

Any shareholder may, by duly executed powerof attorney, appoint an attorney to act on the shareholder’s behalf at all orcertain specified meetings of the Company. Before the attorney is entitled to act under the power of attorney, thepower of attorney or proof of the power of attorney to the satisfaction of theBoard must be produced for inspection at the Office or any other place theBoard may determine together, in each case, with evidence of the due executionof the power of attorney as required by the Board.  The attorney may be authorised to appoint aproxy for the shareholder granting the power of attorney.

 

**DIRECTORS**

 

**49.****          Number of Directors**

 

The number of Directors must be the number,not being less than seven nor more than fifteen, which the Board may determinebut the Board may not reduce the number below the number of Directors in officeat the time of the reduction.  AllDirectors are to be natural persons.

 

**50.****          Power to appoint Directors**

 

The Board has the power at any time toappoint any person (including, without limitation, any person who is employedby the Company) as a Director, either to fill a casual vacancy or as anaddition to the Board but so that the number of Directors does not exceed themaximum number determined under Rule 49. Any Director appointed under this Rule may hold office only until thenext annual general meeting of the Company and is then eligible for election atthat meeting but is not to be taken into account in 

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determining the number of Directors who areto retire by rotation at the meeting.

 

**51.****          Remuneration of Directors**

 

As remuneration for services, each non-executiveDirector is to be paid out of the funds of the Company a sum determined by theBoard payable at the time and in the manner determined by the Board but theaggregate remuneration paid to all the non-executive Directors in any year maynot exceed an amount fixed by the Company in general meeting.  The expression ***remuneration***in this Rule does not include any amount which may be paid by the Company underRule 53, 54, 55 or 96.

 

**52.****          Share qualification for Directors**

 

Within two months of a Director’s appointmentand during the period of office of the Director, each Director is required tohold, or be the beneficial owner of, 1000 shares in the Company.

 

**53.****          Remuneration of Directors for extraservices**

 

Any Director who serves on any committee(other than any standing committee), who devotes special attention to thebusiness of the Company, who otherwise performs services which in the opinionof the Board are outside the scope of the ordinary duties of a Director or who,at the request of the Board, engages in any journey on the business of theCompany, may be paid extra remuneration as determined by the Board.

 

**54.****          Travelling and other expenses**

 

Every Director is, in addition to any otherremuneration provided for in this Constitution, entitled to be paid fromCompany funds all reasonable travel, accommodation and other expenses incurredby the Director in attending meetings of the Company or of the Board or of anyCommittees or while engaged on the business of the Company.

 

**55.****          Retirement benefits; superannuationcontributions**

 

55.1         Anyperson (including any officer of the Company) may be paid a benefit (includinga prescribed benefit) in connection with the retirement from office (includinga prescribed office) of any officer of the Company, in accordance with the Lawand the Listing Rules.  The Board maymake arrangements with any officer with respect to, providing for, or effectingpayment of, benefits in accordance with this Rule.

 

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55.2         Withoutlimiting Rule 51, the Company may pay superannuation contributions for eachDirector to the extent necessary for the avoidance or minimisation of anypenalty, charge, tax or other impost on the Company under any applicablelegislation which imposes a penalty, charge, tax or other impost on employersif a minimum level of superannuation contributions is not paid for an employee(within the meaning of the legislation).

 

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**56.****          Disqualification of Auditor**

 

No auditor, partner, employer or employee ofan auditor of the Company is eligible to be appointed or elected a Director ofthe Company.

 

**57.****          Directors may contract with Company**

 

57.1         ADirector is not disqualified by the office of Director from contracting or enteringinto any arrangement with the Company either as vendor, purchaser or otherwiseand no contract or arrangement entered into with the Company by a Director norany contract or arrangement entered into by or on behalf of the Company inwhich a Director is in any way interested may be avoided for that reason.  A Director is not liable to account to theCompany for any profit realised by any contract or arrangement, by reason onlyof holding the office of Director or of the fiduciary relationship establishedby the office.

 

57.2         Exceptwhere a Director is constrained by the Law, a Director may be present at ameeting of the Board while a matter in which the Director has an interest isbeing considered and may vote in respect of that matter.

 

57.3         Despitehaving an interest in any contract or arrangement a Director may participate inthe execution of any document evidencing or connected with the contract orarrangement, whether by signing, sealing or otherwise.

 

**58.****          Director may hold other office**

 

58.1         ADirector may hold any other office or position under the Company (except thatof auditor) in conjunction with the office of Director, on terms and at aremuneration in addition to remuneration (if any) as a Director, as the Boardapproves.

 

58.2         ADirector may be or become a director of or hold any other office or positionunder any corporation promoted by the Company, or in which it may beinterested, whether as a vendor or shareholder or otherwise, or with any othercorporation or organisation, and the Director is not accountable for anybenefits received as a director or shareholder of, or holder of any otheroffice or position under, the corporation or organisation.

 

**59.****          Exercise of voting power in othercorporations**

 

The Board may exercise the voting power conferredby the shares in any corporation held or owned by the Company as the Boardthinks fit (including the exercise of the voting power in favour of anyresolution appointing the Directors or any of them directors of thatcorporation or voting or providing for the payment of remuneration to thedirectors of that corporation) and a

 

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Director of the Company may vote in favour ofthe exercise of those voting rights, despite the fact that the Director is, ormay be about to be appointed, a director of that other corporation and may beinterested in the exercise of those voting rights.

 

**60.****          Directors may lend to the Company**

 

Any Director may lend money to the Company atinterest with or without security or may, for a commission or profit, guaranteethe repayment of any money borrowed by the Company or underwrite or guaranteethe subscription of shares or securities of the Company or of any corporationin which the Company may be interested without being disqualified in respect ofthe office of Director and without being liable to account to the Company forthe commission or profit.

 

**TERMINATION OF OFFICE OF DIRECTOR**

 

**61.****          Termination of office of Director**

 

The office of a Director is terminated:

 

(a)           onthe Director being absent from six consecutive meetings of the Board withoutleave of absence from the Board where the Board has not, within 14 days ofhaving been served by the Secretary with a notice giving particulars of theabsence, resolved that leave of absence be granted;

 

(b)           onthe Director ceasing to comply with the share qualification in Rule 52;

 

(c)           onthe Director resigning office by notice in writing to the Company;

 

(d)           onthe Director being removed from office under the Law;

 

(e)           onthe Director being prohibited from being a Director by reason of the operationof the Law; or

 

(f)            onthe Director (other than the Managing Director) who is an employee of theCompany or any of its subsidiaries ceasing to be employed (but the personconcerned is eligible for reappointment or re-election as a Director of theCompany).

 

**62.****          Rotation to exclude Director who isterminated**

 

A Director whose office is terminated underRule 61 is not to be taken into account in determining the number of Directorswho are to retire by rotation at any annual general meeting.

 

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**ELECTION OF DIRECTORS**

 

**63.****          Retirement and nomination of Directors**

 

63.1         Subjectto Rules 50 and 62, at every annual general meeting, one-third of the Directors(other than an exempt Managing Director under Rule 65) or, if their number isnot a multiple of three, then the number nearest to but not less than one-thirdmust retire from office.  A Director(other than an exempt Managing Director under Rule 65) must retire from officeat the conclusion of the third annual general meeting after which the Directorwas elected or re-elected.  Any Directorwho retires (whether under this Rule or otherwise) at a general meeting andseeks re-election at the meeting retains office until the dissolution oradjournment of the meeting at which the Director retires.

 

63.2         TheDirectors to retire under Rule 63.1 are the Directors or Director longest inoffice since last being elected.  Asbetween Directors who were elected on the same day the Directors to retire are(in default of agreement between them) determined by ballot.  The length of time a Director has been inoffice is calculated from the Director’s last election or appointment.  A retiring Director is eligible for re-election.

 

63.3         Noperson (other than a retiring Director) is eligible for election to the officeof Director at any general meeting unless the person or a shareholder intendingto nominate the person has given notice in writing signed by the nominee givingconsent to the nomination and signifying either candidature for the office orthe intention of the shareholder to nominate the nominee.  To be valid, the notice is required to beleft at the Office not less than 35 business days nor more than 45 business daysbefore the meeting unless the nominee has been recommended by the Board forelection, in which case the notice is required to be left at the Office atleast 28 days before the meeting.

 

**MANAGINGDIRECTOR**

 

**64.****          Appointment of a Managing Director and DeputyManaging Director**

 

The Board may appoint one or more of itsmembers to be Managing Director and another to be Deputy Managing Director (whomay respectively bear those titles or any other titles determined by the Board)for a period ending on the happening of events (if any) stipulated by the Board(and, in any event, upon the Managing Director or the Deputy Managing Director(as the case requires) ceasing to hold office as a Director), and at aremuneration which may be by way of salary or commission on or participation inprofits or by any or all of these methods and otherwise on terms determined bythe Board.  The Board may confer on andwithdraw from a Managing Director or the Deputy Managing Director (as the caserequires) any of the powers exercisable under this Constitution by the Board asit thinks fit and on any

 

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conditions it thinks expedient but theconferring of powers by the Board on a Managing Director or the Deputy ManagingDirector (as the case requires) does not exclude the exercise of those powersby the Board.

 

**65.****          Managing Director not to be subject toretirement by rotation**

 

An exempt Managing Director is the ManagingDirector or, if there is more than one Managing Director, the Managing Directordesignated by the Board to be an exempt Managing Director.  An exempt Managing Director is not subject toretirement as a Director by rotation while continuing to hold the office ofDirector and is not to be taken into account in determining the rotation orretirement of Directors or the number of Directors to retire, but is subject tothe same provisions as to termination of office under Rule 61 (other than Rule61(f)) and removal as the other Directors of the Company.

 

**PROCEEDINGS OF DIRECTORS**

 

**66.****          Procedures relating to Board meetings**

 

The Board may meet together, adjourn andotherwise regulate its meetings as it thinks fit.  Until otherwise determined by the Board,three Directors form a quorum.  The Boardmay at any time, and the Secretary, on the request of any two Directors, mustconvene a meeting of the Board.  Noticeof meeting of the Board may be given by mail (electronic or otherwise),personal delivery or facsimile transmission to the usual place of business orresidence of the Director or at any other address given to the Secretary by theDirector or by any technology agreed by all the Directors.  A Director who is at any time not in theCommonwealth of Australia shall not during such time be entitled to notice ofany such meeting.

 

**67.****          Meetings by telephone or other means ofcommunication**

 

The Board may meet either in person or byusing any other technology (including, without limitation, telephone) consentedto by all the Directors.  A consent maybe a standing one.  A Director may onlywithdraw consent within a reasonable period before the meeting.  A meeting conducted by telephone or othermeans of communication is considered to be held at the place agreed on by theDirectors attending the meeting if at least one of the Directors present at themeeting was at that place for the duration of the meeting.

 

**68.****          Votes at meetings**

 

Questions arising at any meeting of the Boardare decided by a majority of votes, and, in the case of an equality of votes,the Chairman has (except when only two Directors are present or except whenonly two Directors are

 

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competent to vote on the question then atissue) a second or casting vote.  ADirector with a material personal interest in a matter that is being consideredat a meeting of the Board may be counted in a quorum and, subject to the Law,may vote on the matter.

 

**69.****          Chairman**

 

The Board may elect a Chairman and a DeputyChairman of its meetings and determine the period for which each is to hold office.  If no Chairman or Deputy Chairman is electedor if at any meeting the Chairman and the Deputy Chairman are not present atthe time specified for holding the meeting, the Directors present may chooseone of their number to be chairman of the meeting.

 

**70.****          Powers of meetings**

 

A meeting of the Board at which a quorum ispresent is competent to exercise any of the authorities, powers and discretionsfor the time being vested in or exercisable by the Board.

 

**71.****          Committees**

 

71.1         TheBoard may delegate any of its powers to Committees consisting of any one ormore Directors or any other person or persons as the Board thinks fit.  In the exercise of delegated powers, anyCommittee formed or person or persons appointed to the Committee must conformto any regulations that may be imposed by the Board.  A delegate of the Board may be authorised tosub-delegate any of the powers for the time being vested in the delegate.

 

71.2         Themeetings and proceedings of any Committee are to be governed by the provisionsof this Constitution for regulating the meetings and proceedings of the Boardso far as they are applicable and are not superseded by any regulations made bythe Board under Rule 71.1.

 

**72.****          Validity of acts**

 

72.1         Allactions at any meeting of the Board or by a Committee or by any person actingas a Director are, despite the fact that it is afterwards discovered that therewas some defect in the appointment of any of the Directors or the Committee orthe person acting as a Director or that any of them were disqualified, as validas if every person had been duly appointed and was qualified and continued tobe a Director or a member of the Committee.

 

72.2         Ifthe number of Directors is reduced below the minimum number fixed under thisConstitution, the continuing Directors may act for the purpose of

 

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increasing the number of Directors to thatnumber or of calling a general meeting of the Company but for no other purpose.

 

**73.****          Resolution in writing**

 

A resolution in writing signed by allDirectors or a resolution in writing of which notice has been given to allDirectors and which is signed by a majority of the Directors entitled to voteon the resolution (not being less than the number required for a quorum at ameeting of the Board) is a valid resolution of the Board.  The resolution may consist of severaldocuments in the same form each signed by one or more of the Directors.  A facsimile transmission or other documentproduced by mechanical or electronic means under the name of a Director withthe Director’s authority is considered to be a document in writing signed bythe Director.

 

**POWERS OF THE BOARD**

 

**74.****          General powers of the Board**

 

The management and control of the businessand affairs of the Company are vested in the Board, which (in addition to thepowers and authorities conferred on it by this Constitution) may exercise allpowers and do all things as are within the power of the Company and are not bythis Constitution or by law required to be exercised or done by the Company ingeneral meeting.

 

**75.****          Power to borrow and guarantee**

 

Without limiting the generality of Rule 74,the Board may exercise all the powers of the Company to raise or borrow money,may guarantee the debts or obligations of any person and may enter into anyother financing arrangement, in each case in the manner and on the terms itthinks fit.

 

**76.****          Power to give security**

 

Without limiting the generality of Rule 74,the Board may charge any property or business of the Company or any of its uncalledcapital and may issue debentures or give any other security for a debt,liability or obligation of the Company or of any other person, in each case inthe manner and on the terms it thinks fit.

 

**77.****          Power to authorise debenture holders,etc to make calls**

 

Without limiting the generality of Rule 74,if any uncalled capital of the Company is included in or charged by anydebenture, mortgage or other security, the Board may authorise the person inwhose favour the debenture, mortgage or other security is executed or any otherperson in trust for the

 

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person to make calls on the shareholders inrespect of that uncalled capital and to sue in the name of the Company orotherwise for the recovery of money becoming due in respect of calls made andto give valid receipts for that money, and the authority continues for theduration of the debenture, mortgage or that other security, despite any changein the Directors, and is assignable if expressed to be.

 

**78.****          Power to issue bond, debenture or other security**

 

Any bond, debenture or other security may beissued with or without the right of or obligation on the holder to exchange thebond, debenture or security in whole or in part for shares in the Company atany time and with any special privileges as to redemption, surrender, drawings,issue of shares, attending and voting at general meetings of the Company,appointment of Directors and with the general rights and on the conditions asthe Board thinks fit.

 

**79.****          Personal liability of officer**

 

If any Director or any officer of the Companyis or may become personally liable for the payment of any sum which is or maybecome primarily due from the Company, the Board may charge the whole or anypart of the assets of the Company by way of indemnity to secure the Director orofficer from any loss in respect of the liability.

 

**80.****          Seal**

 

The Company may have a common seal and aduplicate common seal which are to be used by the Company as determined by theBoard.

 

**DIVIDENDS**

 

**81.****          Determination of dividend**

 

81.1         TheBoard may determine that a dividend (including an interim dividend on accountof the next forthcoming dividend) is payable and fix the amount, time forpayment and method of payment.

 

81.2         Withoutlimiting Rule 2, where the terms of any new issue of shares provide for the newshares to have different rights to dividend to other shares then on issue, thenew shares have those different dividend rights.

 

81.3         Anydividend or interim dividend is (subject to the rights of, or any restrictionson, the holders of shares created or raised under any special arrangement as todividend) payable on each share on the basis of the proportion which the amountpaid or agreed to be considered to be paid

 

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(excluding amounts credited) bears to theamount of the total issue price for the time being paid or agreed to beconsidered as paid (excluding amounts credited) or payable in respect of theshare.  The dividend may be fixed at arate per annum in respect of a specified period but no amount paid on a sharein advance of calls is to be treated as paid on the share.

 

**82.****          Dividendplans**

 

82.1         TheBoard may establish and maintain one or more dividend plans (including theestablishment of rules for the administration of those plans) under whichshareholders may elect with respect to some or all of their shares (subject tothe rules of the relevant plan):

 

(a)           toreinvest in whole or in part dividends paid or payable or which may becomepayable by the Company to the shareholder in cash by subscribing for shares inthe capital of the Company;

 

(b)           tobe issued with shares instead of being paid a dividend;

 

(c)           thatdividends from the Company not be declared or paid and that instead a paymentor distribution other than a dividend (including without limitation an issue ofbonus shares, with no amount credited to share capital account in connectionwith the issue of those shares) be made by the Company;

 

(d)           thatcash dividends from the Company not be paid and that instead a cash dividend orpayment or other distribution (including without limitation an issue ortransfer of securities) be received from the Company, or a related bodycorporate of the Company, or any other entity determined by the Board; and

 

(e)           toparticipate in a dividend selection plan, including but not limited to a planunder which shareholders may elect to receive a dividend from the Company orany related body corporate which is less in amount but franked to a greaterextent than the ordinary cash dividend declared by the Company or any relatedbody corporate or to receive a dividend from the Company or any related bodycorporate which is greater in amount but franked to a lesser extent than theordinary cash dividend declared by the Company or any related body corporate.

 

82.2         Undera dividend plan established in accordance with Rule 82.1, any shareholder mayelect for a specified period or for a period to be determined by specifiednotice (in either case determined by the Directors and prescribed in the rulesof the plan) that all or some of the ordinary shares held by that shareholderand designated by the shareholder in accordance with the rules of the plan (thedesignated shares) are to participate in the dividend plan.  During that period the designated shares areentitled to participate in the dividend plan subject to the rules of thedividend plan.

 

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82.3         Ifthere is any inconsistency between any dividend plan established in accordancewith Rule 82.1 or the rules of any dividend plan and this Constitution, thisConstitution prevails.

 

82.4         TheBoard is authorised to do all things which it thinks desirable or necessary forthe purpose of implementing every dividend plan established in accordance withRule 82.1.

 

82.5         TheBoard is authorised to vary the rules of any dividend plan established inaccordance with Rule 82.1 in its discretion and to suspend or terminate anydividend plan in its discretion.  Anydividend plan may be suspended, terminated or varied by resolution of a generalmeeting of the Company.

 

82.6         Wherethe Company in general meeting has approved the adoption of a dividend plan,the Board may determine and announce that each shareholder entitled toparticipate in the dividend may elect that the payment of the dividend besatisfied in respect of all, or a number of shares less than all, of the sharesheld by the shareholder by the issue of paid up shares in accordance with theplan.

 

**83.****          Interim dividends**

 

The Board may pay to the shareholders onaccount of any dividend any interim dividend it thinks fit.

 

**84.****          Distribution otherwise than in cash**

 

84.1         Whendeclaring a dividend the Board may determine that payment of the dividend beeffected wholly or in part by the distribution of specific assets or documentsof title and in particular by the issue or transfer of paid up shares,debentures, debenture stock or grant of options or other securities of theCompany or any other corporation or entity.

 

84.2         TheBoard may appoint any officer of the Company to sign on behalf of eachshareholder entitled to participate in the dividend any document in the Board’sopinion desirable or necessary:

 

(a)           tovest in the shareholder title to assets; and

 

(b)           inthe case of a distribution of shares in any corporation, to constitute theshareholder’s agreement to become a member of the corporation,

 

and, in executing the document, the officeracts as agent and attorney for the shareholder.

 

**85.****          Capitalisation of profits**

 

85.1         TheBoard may resolve that the whole or any portion of any sum forming part of theundivided profits of the Company or standing to the credit of any

 

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reserve or other account, and which isavailable for distribution, be capitalised and distributed to shareholders inthe same proportions in which the shareholders would be entitled to receive itif distributed by way of dividend or in accordance with either the terms ofissue of any shares or the terms of any plan for the issue of securities forthe benefit of officers or employees and that all or any part of the sum beapplied on their behalf either in paying up the amounts for the time beingunpaid on any issued shares held by them, or in paying up in full unissued sharesor other securities of the Company to be issued to them accordingly, or partlyin one way and partly in the other.

 

85.2         TheBoard may specify the manner in which any fractional entitlements and anydifficulties relating to distribution are to be dealt with, includingspecifying that fractions are to be disregarded or that any fractionalentitlements are to be increased to the next whole number or that payments incash in lieu of fractional entitlements be made.

 

85.3         TheBoard may make all necessary appropriations and applications of the amount tobe capitalised under Rule 85.1 and all necessary issues of fully paid shares ordebentures.

 

85.4         Whererequired, the Board may appoint a person to sign a contract on behalf of theshareholders entitled on a capitalisation to any shares or debentures, whichprovides for the issue to them, credited as fully paid, of any further sharesor debentures or for the payment by the Company on their behalf of the amountsor any part of the amounts remaining unpaid on their existing shares by theapplication of their respective proportions of the sum resolved to becapitalised.

 

**86.****          Transfer of shares**

 

A transfer of a share only passes the rightto any dividend determined but not paid on the share at the time of transfer:

 

(a)           inthe case of a proper SCH transfer, if this is the effect of the SCH BusinessRules;  and

 

(b)           inany other case, if the transfer is effected by the relevant record date.

 

**87.****          Retention of dividends; unclaimeddividends**

 

87.1         TheBoard may retain the dividends payable on securities referred to in Rules 29and 30 until the personal representative or the transmittee (as the caserequires) becomes registered as the holder of the securities or properlytransfers them.  The Board may retain anydividends in respect of which (or in respect of the shares on which thedividend is payable) the Company has a lien or charge under Rule 22 and mayapply any retained dividends towards satisfaction of the calls, instalments orsums owing in respect of which the lien or charge exists.

 

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87.2         Allunclaimed dividends may be invested or otherwise made use of by the Board forthe benefit of the Company until claimed or otherwise disposed of according tolaw.

 

**88.****          How dividends are payable**

 

Payment of any dividend may be made in anymanner and by any means as determined by the Board.  Without affecting any other method of paymentwhich the Board may adopt, in each case at the risk of the shareholder, paymentmay be made to the shareholder entitled to the dividend or, in the case ofjoint holders, to the shareholder whose name stands first in the Register inrespect of the joint holding.

 

**NOTICES**

 

**89.****          Service of notices**

 

A notice may be given by the Company to anyshareholder, or in the case of joint holders to the shareholder whose namestands first in the Register, personally, by leaving it at the shareholder’sregistered address or by sending it by prepaid post or facsimile transmissionaddressed to the shareholder’s registered address or, in any case, by otherelectronic means determined by the Board. If the notice is signed, the signature may be original or printed.

 

**90.****          When notice deemed to be served**

 

Any notice sent by post is deemed to havebeen served at the expiration of 24 hours after the envelope containing thenotice is posted and, in proving service, it is sufficient to prove that theenvelope containing the notice was properly addressed and posted.  Any notice served on a shareholder personallyor left at the shareholder’s registered address is deemed to have been servedwhen delivered.  Any notice served on ashareholder by facsimile transmission is deemed to have been served when thetransmission is sent.

 

**91.****          Shareholder not known at registeredaddress**

 

Where a shareholder does not have aregistered address or where the Company has a reason in good faith to believethat a shareholder is not known at the shareholder’s registered address, anotice is deemed to be given to the shareholder if the notice is exhibited inthe Office for a period of 48 hours (and is deemed to be duly served at thecommencement of that period) unless and until the shareholder informs theCompany of a registered place of address.

 

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**92.****          Calculation of period of notice**

 

If a given number of days’ notice or noticeextending over any other period is required to be given, the day of service isnot to be counted in the number of days or other period.

 

**93.****          Notice to transferor binds transferee**

 

Every person who, by operation of law,transfer or any other means, becomes entitled to be registered as the holder ofany shares is bound by every notice which, prior to the person’s name andaddress being entered in the Register in respect of the shares, was duly givento the person from whom title to the shares is derived.

 

**94.****          Service on deceased shareholders**

 

A notice served in accordance with thisConstitution is (despite the fact that the shareholder is then dead and whetheror not the Company has notice of the shareholder’s death) deemed to have beenduly served in respect of any registered shares, whether held solely or jointlywith other persons by the shareholder, until some other person is registered inthe shareholder’s place as the holder or joint holder.  The service is sufficient service of thenotice or document on the shareholder’s personal representative and any personsjointly interested with the shareholder in the shares.

 

**95.****          Windingup**

 

95.1         Ifthe Company is wound up, whether voluntarily or otherwise, the liquidator maydivide among all or any of the contributories as the liquidator thinks fit inspecie or kind any part of the assets of the Company, and may vest any part ofthe assets of the Company in trustees on any trusts for the benefit of all orany of the contributories as the liquidator thinks fit.

 

95.2         Anydivision may be otherwise than in accordance with the legal rights of thecontributories and, in particular, any class may be given preferential orspecial rights or may be excluded altogether or in part, but if any divisionotherwise than in accordance with the legal rights of the contributories isdetermined, any contributory who would be prejudiced by the division has aright to dissent and ancillary rights as if the determination were a specialresolution passed under the Law relating to the sale or transfer of the Company’sassets by a liquidator in a voluntary winding up.

 

95.3         Ifany shares to be divided in accordance with Rule 95.1 involve a liability tocalls or otherwise, any person entitled under the division to any of the sharesmay, by notice in writing within ten business days after the passing of thespecial resolution, direct the liquidator to sell the person’s proportion andpay

 

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the person the net proceeds and theliquidator is to act accordingly, if practicable.

 

**INDEMNITY, INSURANCE AND ACCESS**

 

**96.****          Indemnity of officers; insurance;access**

 

96.1         TheCompany is to indemnify each officer of the Company out of the assets of theCompany to the relevant extent against any liability incurred by the officer inor arising out of the conduct of the business of the Company or in or arisingout of the discharge of the duties of the officer.

 

96.2         Inaddition to Rule 96.1, an officer of the Company and an officer of a subsidiaryof the Company may be indemnified to the relevant extent out of the assets ofthe Company against any liability incurred by the officer in or arising out ofthe conduct of the business of the Company or of the subsidiary or in orarising out of the discharge of the duties of the officer where the Boardconsiders it appropriate to do so.

 

96.3         Wherethe Board considers it appropriate, the Company may execute a documentaryindemnity in any form in favour of any officer of the Company or a subsidiary.

 

96.4         Wherethe Board considers it appropriate, the Company may:

 

(a)           makepayments by way of premium in respect of any contract effecting insurance onbehalf or in respect of an officer of the Company or a subsidiary against anyliability incurred by the officer in or arising out of the conduct of thebusiness of the Company or of the subsidiary or in or arising out of thedischarge of the duties of the officer; and

 

(b)           binditself in any contract or deed with any officer of the Company or a subsidiaryto make the payments.

 

96.5         Wherethe Board considers it appropriate, the Company may:

 

(a)           givea Director or former Director access to certain papers, including documentsprovided or available to the Board and other papers referred to in thosedocuments; and

 

(b)           binditself in any contract with a Director or former Director to give such access.

 

96.6         In this Rule 96:

 

(a)           ***officer*** means:

 

(i)            aDirector, secretary, executive officer or employee; or

 

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(ii)           aperson appointed as a trustee by, or acting as a trustee at the request of, theCompany or, where applicable, the subsidiary of the Company,

 

and includes aformer officer.

 

(b)           ***duties of the officer*** includes, inany particular case where the Board considers it appropriate, duties arising byreason of the appointment, nomination or secondment in any capacity of anofficer by the Company or, where applicable, a subsidiary of the Company to anyother corporation.

 

(c)           ***to the relevant extent*** means:

 

(i)            tothe extent the Company is not precluded by law from doing so;

 

(ii)           tothe extent and for the amount that the officer is not otherwise entitled to beindemnified and is not actually indemnified by another person (including, butwithout limitation, a subsidiary or an insurer under any insurancepolicy);  and

 

(iii)          wherethe liability is incurred in or arising out of the conduct of the business ofanother corporation or in the discharge of the duties of the officer inrelation to another corporation, to the extent and for the amount that theofficer is not entitled to be indemnified and is not actually indemnified outof the assets of that corporation.

 

(d)           ***liability*** means all costs, charges,losses, damages, expenses, penalties and liabilities of any kind including, inparticular, legal costs incurred in defending any proceedings (whethercriminal, civil, administrative or judicial) or appearing before any court,tribunal, government authority or other body.

 

**PROPORTIONAL TAKEOVER BIDS**

 

**97.****          Approval of partial takeover bids**

 

97.1         If offers are made undera proportional takeover bid for securities of the Company:

 

(a)           theregistration of a transfer giving effect to a takeover contract resulting fromthe bid is prohibited unless and until a resolution ( an ***ApprovingResolution***) to approve the bid is passed in accordance with thisRule;

 

(b)           aperson (other than the bidder or an associate of the bidder) who, as at the endof the day on which the first offer under the bid was made, held bid classsecurities is entitled to vote on an Approving Resolution;

 

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(c)           abidder or an associate bidder is not entitled to vote on an ApprovingResolution;

 

(d)           anApproving Resolution is to be voted on at a meeting, convened and conducted bythe Company, of the persons entitled to vote on the Approving Resolution; and

 

(e)           anApproving Resolution that has been voted on in accordance with this Rule istaken to have been passed if the proportion that the number of votes in favourof the resolution bears to the total number of votes on the resolution isgreater than one half, and otherwise is taken to have been rejected.

 

97.2         ThisRule 97 ceases to apply on the third anniversary of the later of the date ofadoption or last renewal of this Rule.

 

**98.****          Restricted securities**

 

98.1         Restrictedsecurities within the meaning of the Listing Rules cannot be disposed of exceptas permitted by the Listing Rules or the ASX.

 

98.2         TheCompany must refuse to acknowledge a disposal (including registering atransfer) of restricted securities within the meaning of the Listing Rulesexcept as permitted by the Listing Rules or the ASX.

 

98.3         Duringa breach of the Listing Rules relating to restricted securities within themeaning of the Listing Rules or a breach of a restriction agreement relating tothe restricted securities, the holder of the restricted securities is notentitled to any dividend or distribution or voting rights in respect of therestricted securities except as permitted by the restriction agreement, theListing Rules or the ASX.

 

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