**Exhibit 1**

[LOGO]

 

[GRAPHIC]

 

**High Performance Packaging**

High Performance People

** **

**AmcorLimited**

ACN 000 017 372

 

Constitution

 

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Constitution of

Amcor Limited

(ACN 000 017 372)

 

TABLE OF CONTENTS

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

 

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PRELIMINARY

 

The Company is a publiccompany limited by shares.

 

The replaceable rules in theCorporations Law do not apply to the Company.

 

INTERPRETATION

 

**1**                                         **Definedterms**

 

1.1                                 In this Constitution unless the contextrequires otherwise:

 

***ASX***meansAustralian Stock Exchange Limited.

 

***Board***meansthe 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 ListingRules.

 

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

 

***Chairman***meansthe Chairman of the Board or other person occupying the position of Chairman orActing Chairman under Rule 36 or Rule 37.

 

***Committee***meansa Committee to which powers have been delegated by the Board under Rule 71.

 

***Company***meansAmcor Limited (ACN 000 017 372).

 

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

 

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

 

***Law***meansthe Corporations Law and includes a reference to the Corporation Regulations.

 

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

 

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

 

***person***andwords importing persons include partnerships, associations and corporations,unincorporated and incorporated by Ordinance, Act of Parliament or registrationas well as individuals.

 

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

 

***registered address***means the address of a shareholder specified on a transfer or any otheraddress of 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 aDirector who ceases to hold office under Rule 61.

 

***Rules***meansthese Rules, as amended.

 

***SCH***meanssecurities clearing house as referred to in the Law.

 

***Secretary***meansa person appointed as, or to perform the duties of, Secretary of the Company.

 

***securities***includesshares, rights to shares, options to acquire shares, instalment receipts andother securities with rights of conversion to equity.

 

***shareholders***present means shareholders present at a general meeting of the Company inperson or by duly appointed representative, proxy or attorney.

 

***writing***and***written***includesprinting, typing, lithography, facsimile and other modes of reproducing wordsin a visible form.

 

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1.2                                 A word or phrase which is given a meaning bythe Law has the same meaning in this Constitution. Words in the singularinclude the plural and vice versa.

 

1.3                                 A reference to the Law or any other statute orregulation is to the Law, statute or regulation as modified or substituted.

 

1.4                                 A reference to the Listing Rules or the SCHBusiness Rules is to the Listing Rules or the SCH Business Rules (as the casemay be) in force in relation to the Company after taking into account anywaiver or exemption which is in force either generally or in relation to theCompany.

 

1.5                                 The headings do not affect the construction ofthis Constitution.

 

SECURITIES

 

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

 

Without affecting any specialrights conferred on the holders of any shares, any share in the capital of theCompany may be issued with preferred, deferred or other special rights,obligations or restrictions, whether in regard to dividends, voting, return ofshare capital, payment of calls or otherwise, as the Board may determine.

 

**3**                                         **Preference shares**

 

If the Company at any timeproposes to issue any preference shares:

 

(a)               the preference shares may be issued on theterms that they are, or at the option of the Company are, liable to be redeemedout of share capital, profits or otherwise;

 

(b)              the preference shares confer on the holdersthe right to convert the preference shares into ordinary shares if and on thebasis the Board determines at the time of issue of the preference shares;

 

(c)               (ii)               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)               in addition to the preferential dividend, thepreference shares may participate with the ordinary shares in dividendsdeclared by the Board if and to the extent the Board determines at the time ofissue of the preference shares; and

 

(iii)            the preferential dividend may be cumulative ifand to the extent the Board determines at the time of issue of the preferenceshares;

 

(d)              the preference shares are to confer on theholders:

 

(i)                  the right on redemption and in a winding up topayment in cash in priority to any other class of shares of:

 

(A)          the amount paid or agreed to be considered aspaid on each of the preference shares; and

 

(B)            the amount (if any) equal to the aggregate ofany dividends accrued (whether declared or not) but unpaid and of any arrearsof dividends; and

 

(ii)  the right, in priority toany payment of dividend on any other class of shares, to the preferentialdividend;

 

(e)               the preference shares do not confer on theholders any further rights to participate in assets or profits of the Company;

 

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(f)                 the holders of the preference shares have thesame rights as the holders of ordinary shares to receive notices, reports andaccounts and to attend and be heard at all general meetings, but are not tohave the right to vote at general meetings except as follows:

 

(i)                  on any question considered at a generalmeeting if, at the date of the meeting, the dividend on the preference sharesis in arrears;

 

(ii)               at a general meeting on a proposal:

 

(A)          to reduce the share capital of the Company;

 

(B)            that affects rights attached to the preferenceshares;

 

(C)            to wind up the Company;

 

(D)           for the disposal of the whole of the property,business and undertaking of the Company;

 

(iii)            at a general meeting on a resolution toapprove the terms of a buy-back agreement; and

 

(iv)           on any question considered at a generalmeeting held during the winding up of the Company; and

 

(g)              the Company may issue further preferenceshares ranking pari passu in all respects with (but not in priority to) otherpreference shares already issued and the rights of the issued preference sharesare not to be taken to have been varied by the further issue.

 

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

 

Except as provided bycontract or this Constitution to the contrary, all unissued shares are underthe control of the Board which may grant options on the shares, issue orotherwise dispose of the shares on the terms and conditions and for theconsideration 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**                                         **Directorsmay****participate**

 

Subject to the Listing Rules,any Director or any person who is an associate of a Director for the purposesof the Listing Rules may participate in any issue by the Company of securities.

 

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

 

In its discretion, the Boardmay accept a surrender of shares by way of compromise of any question as towhether or not those shares have been validly issued or in any other case wherethe surrender is within the powers of the Company. Any shares surrendered maybe sold or re-issued in the same manner as forfeited shares.

 

**7**                                         **Jointholders**

 

Where two or more persons areregistered as the holders of any shares, they are considered to hold the sharesas joint tenants with benefits of survivorship subject to the followingprovisions:

 

(a)               Number of holders

 

the Company is not bound toregister more than four persons as the holders of the shares (except in thecase of personal representatives of a deceased shareholder);

 

(b)              Liability for payments

 

the joint holders of theshares are liable severally as well as jointly in respect of all payments whichought to be made in respect of the shares;

 

(c)               Death of joint holder

 

on the death of any one ofthe joint holders, the survivor is the only person recognised by the Company ashaving any title to the shares but the Board may require evidence of death andthe estate of the deceased joint holder is not released from any liability inrespect of the shares;

 

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(d)              Power to give receipt

 

any one of the joint holdersmay give a receipt for any dividend, bonus or return of capital payable to thejoint holders;

 

(e)               Notices and certificates

 

only the person whose namestands first in the Register as one of the joint holders of the shares isentitled, if the Company determines to issue certificates for shares, todelivery of a certificate relating to the shares or to receive notices from theCompany and any notice given to that person is considered to be notice to allthe joint holders; and

 

(f)                 Votes of joint holders

 

any one of the joint holdersmay vote at any meeting of the Company either personally or by duly authorisedrepresentative, proxy or attorney, in respect of the shares as if that jointholder was solely entitled to the shares. If more than one of the joint holdersare present personally or by duly authorised representative, proxy or attorney,only the vote of the joint holder whose name appears first in the Registercounts.

 

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

 

Except as otherwise providedin this Constitution, or as required by law, the Company is entitled to treat theregistered holder of any share as the absolute owner of the share and is notbound to recognise (even when having notice) any equitable or other claim to orinterest in the share on the part of any other person.

 

FORM OF HOLDING OF SHARES

 

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

 

To facilitate anyparticipation by the Company in any share transfer system introduced by oracceptable to ASX, the Board may:

 

(a)               accept any instrument of transfer, transferdocument or other method of transfer in accordance with the requirements of theshare transfer system; and

 

(b)              despite any other provision in thisConstitution, do all things it considers necessary, required or authorised bythe Law, the Listing Rules or the SCH Business Rules in connection with theshare transfer system.

 

CALLS

 

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

 

Subject to the terms on whichany shares may have been issued and in accordance with the Listing Rules, theBoard may make calls on the shareholders in respect of money unpaid on theirshares. Each shareholder is liable to pay the amount of each call in themanner, at the time and at the place specified by the Board. Calls may be madepayable by instalments.

 

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

 

The Company may makearrangements on the issue of shares for a difference between the holders ofthose shares in the amount of calls to be paid and the time of payment of thecalls.

 

**12**                                  **Whena call is made**

 

A call is deemed to have beenmade at the time when the resolution of the Board authorising the call waspassed. 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. Thenon-receipt of a notice of any call by, or the accidental omission to givenotice of any call to, any shareholder does not invalidate the call.

 

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

 

If any sum payable in respectof a call is not paid on or before the date for payment, the shareholder fromwhom the sum is due is to pay interest on the unpaid amount from the due dateto the date of payment at the rate the Board determines. The Board may waivethe whole or part of any interest paid or payable under this Rule.

 

**14**                                  **Instalments**

 

If, by the terms of an issueof shares, any amount is payable in respect of any shares by instalments, everyinstalment is payable as if it is a call duly made by the Board of which duenotice had been given, and all provisions of this Constitution with respect tothe payment of calls and of interest or to the forfeiture of shares fornon-payment of calls or with respect to liens or charges apply to theinstalment and to the shares in respect of which it is payable.

 

FORFEITURE AND LIEN

 

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

 

If any shareholder fails topay any sum payable in respect of any shares, either for issue money, calls orinstalments, on or before the day for payment, the Board may serve a notice onthe shareholder requiring that shareholder to pay the sum together withinterest accrued and all expenses incurred by the Company by reason of thenon-payment. The notice may be served at any time whilst any part of the sumremains unpaid.

 

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

 

The notice referred to inRule 15 must state a day on or before which the sum, interest and expenses (ifany) are to be paid and the place where payment is to be made and that, ifpayment is not made by the time and at the place specified, the shares inrespect of which the sum is payable are liable to be forfeited.

 

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

 

If there is non-compliancewith the requirements of any notice given under Rule 15, any shares in respectof which notice has been given may be forfeited by a resolution of the Boardpassed at any time after the day specified 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 must be given to the shareholder in whosename the share was registered immediately prior to the forfeiture, and an entryof the forfeiture and the date of forfeiture must be made in the Register.Failure to give notice or make the entry as required by this Rule does notinvalidate the forfeiture.

 

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

 

Any forfeited share isconsidered to be the property of the Company and the Board may sell orotherwise dispose of or deal with the share in any manner it thinks fit andwith or without any money paid on the share by any former holder being creditedas paid up.

 

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

 

At any time before anyforfeited share is sold or otherwise disposed of, the Board may annul theforfeiture of the share on any condition it thinks fit.

 

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

 

Any shareholder whose shareshave been forfeited is, despite the forfeiture, liable to pay and mustimmediately pay to the Company all sums of money, interest and expenses owingon or in respect of the forfeited shares at the time of forfeiture, togetherwith expenses and interest from that time until payment at the rate the Boarddetermines. The Board may enforce the payment or waive the whole or part of anysum paid or payable under this Rule as it thinks fit.

 

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

 

The Company has a first andparamount lien or charge, for unpaid calls, instalments, interest due inrelation to any calls or instalments and any amounts the Company is called onby law to pay in respect of the shares of a shareholder, on shares registeredin the name of the shareholder in respect of which the calls, instalments andinterest are due and unpaid (whether then payable or not) or in respect of whichthe amounts are paid and on the proceeds of 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. The Board may do all things necessary orappropriate under the SCH Business Rules and the Listing Rules in order toprotect or enforce any lien or charge.

 

**23**                                  **Sale of shares to enforce lien**

 

For the purpose of enforcinga lien or charge, the Board may sell the shares which are subject to the lienor charge in any manner it thinks fit and with or without giving any notice tothe shareholder in whose name the shares are registered, subject to the SCHBusiness Rules and the Listing Rules.

 

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

 

24.1                           In a sale or a re-issue of forfeited shares orin the sale of shares to enforce a lien or charge, an entry in the Board’sminute book that the shares have been forfeited, sold or re-allotted inaccordance with this Constitution is sufficient evidence of that fact asagainst all persons entitled to the shares immediately 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                           In a re-issue, a certificate signed by aDirector or the Secretary to the effect that the shares have been forfeited andthe receipt of the Company for the price of the shares constitutes a good titleto them.

 

24.3                           In a sale, the Company may appoint a person toexecute, or may otherwise effect, a transfer in favour of the person to whomthe shares are sold.

 

24.4                           On the issue of the receipt or the transferbeing executed or otherwise effected the person to whom the shares have beenre-allotted or sold is to be registered as the holder of the shares, dischargedfrom all calls or other money due in respect of the shares prior to there-issue or purchase and the person is not bound to see to the regularity ofthe proceedings or to the application of the purchase money or considerationand the person’s title to the shares is not affected by any irregularity orinvalidity in the proceedings relating to the forfeiture, sale or re-issue.

 

24.5                           The net proceeds of any sale or re-issue areto be applied first in payment of all costs in relation to the enforcement ofthe lien or charge or the forfeiture and of the sale or re-issue, next insatisfaction of the amount in respect of which the lien or charge exists as isthen payable to the Company (including interest) or the amount in respect ofthe forfeited shares then payable to the Company (including interest) and theresidue (if any) paid to; or at the direction of, the person registered as theholder of the shares immediately prior to the sale or re-issue or to theperson’s executors, administrators or assigns on the production of any evidenceas to title required by the Board.

 

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PAYMENTS BY THE COMPANY

 

**25**                                  **Payments by the Compan****y**

 

If any law of any placeimposes or purports to impose any immediate or future or possible liability onthe Company to make any payment, or empowers any government or taxing authorityor government official to require the Company to make any payment, in respectof any securities held either jointly or solely by any holder or in respect ofany transfer of those securities or in respect of any interest, dividends,bonuses or other money due or payable or accruing due or which may become dueor payable to the holder by the Company on or in respect of any securities orfor or on account or in respect of any holder of securities, whether becauseof:

 

(a)               the death of the holder;

 

(b)              the non-payment of any income tax or other taxby the holder;

 

(c)               the non-payment of any estate, probate,succession, death, stamp or other duty by the holder or a personal representativeof that holder or by or out of the holder’s estate;

 

(d)              any assessment of income tax against theCompany in respect of interest or dividends paid or payable to the holder; or

 

(e)               any other act or thing,

 

theCompany in each case:

 

(i)                  is to be fully indemnified from all liabilityby the holder or the holder’s personal representative and by any person whobecomes registered as the holder of the securities on the distribution of thedeceased holder’s estate;

 

(ii)               has a lien or charge on the securities for allmoney paid by the Company in respect of the securities under or because of anylaw;

 

(iii)            has a lien on all dividends, bonuses and othermoney payable in respect of the securities registered in the Register as heldeither jointly or solely by the holder for all money paid or payable by theCompany in respect of the securities because of any law, together with interestat a rate the Board may determine from the date of payment to the date ofrepayment, and may deduct or set off against any dividend, bonus or other moneypayable any money paid or payable by the Company together with interest;

 

(iv)           may recover as a debt due from the holder or the holder’s personalrepresentative, or any person who becomes registered as the holder of thesecurities on the distribution of the deceased holder’s estate, any money paidby the Company because of any law which exceeds any dividend, bonus or othermoney then due or payable by the Company to the holder together with interestat a rate the Board may determine from the date of payment to the date ofrepayment; and

 

(v)              except in the case of a proper SCH transfer,may, if any money is paid or payable by the Company under any law, refuse toregister a transfer of any securities by the holder or the holder’s personalrepresentative until the money and interest is set off or deducted or, in casethe money and interest exceeds the amount of any dividend, bonus or other moneythen due or payable by the Company to the holder, until the excess is paid tothe Company.

 

Nothing in this Rule affectsany right or remedy which any law confers on the Company and any right orremedy enforceable by the Company whether against the holder or the holder’spersonal representative.

 

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TRANSFER AND TRANSMISSION OF SECURITIES

 

**26**                                  **Transfers; proper SCH transfers**

 

26.1                           A transfer of any securities may be effectedby:

 

(a)               a written transfer in the usual or common formor in any form the Board may prescribe or in a particular case accept, dulystamped (if necessary) being delivered to the Office or other place asdesignated by the Board;

 

(b)              a proper SCH transfer, which is to be in theform required or permitted by the Law or the SCH Business Rules; or

 

(c)               any other electronic system established orrecognised by the Listing Rules in which the Company participates in accordancewith the rules of that system.

 

26.2                           Except in the case of a proper SCH transfer,the transferor is deemed to remain the holder of the securities transferreduntil the name of the transferee is entered 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                           The Board may take any action it thinks fit tocomply with the SCH Business Rules and may request the SCH to apply a holdinglock to prevent a transfer of securities the subject of the SCH Business Rulesif the Board thinks fit.

 

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

 

27.1                           The Board may refuse to register any transferof securities:

 

(a)               if the registration of the transfer wouldresult in a contravention of or failure to observe the provisions of anyapplicable law or the Listing Rules;

 

(b)              on which the Company has a lien; or

 

(c)               if permitted to do so under the Listing Rules.

 

27.2                           The decision of the Board relating to theregistration of a transfer is absolute. Failure to give notice of refusal toregister any transfer as may be required under the Law or the Listing Rulesdoes not invalidate the decision of the Board.

 

**28**                                  **Transfer and certificate (if any)**

 

28.1                           Every transfer must be left for registrationat the Office or any other place the Board 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 transfer is to be accompanied by any otherevidence which the Board may require to prove the title of the transferor, thetransferor’s right to transfer the securities, due execution of the transfer ordue compliance with the provisions of any law relating to stamp duty. Therequirements of this Rule do not apply in respect of a proper SCH transfer.

 

28.2                           Subject to Rule 28.1, on each application toregister the transfer of any securities or to register any person as the holderin respect of any securities transmitted to that person by operation of law orotherwise, the certificate (if any) specifying the securities in respect ofwhich registration is required must be delivered to the Company forcancellation and on registration the certificate is considered to have beencancelled.

 

28.3                           Each transfer which is registered may beretained by the Company for any period determined by the Board after which theCompany may destroy it.

 

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

 

The personal representativeof a deceased shareholder (who is not one of several joint holders) is the onlyperson recognised by the Company as having any title to securities registeredin the name of the deceased shareholder. Subject to compliance by thetransferee with this Constitution, the Board may register any transfer signedby a shareholder prior to the shareholder’s death, despite the Company havingnotice of the shareholder’s death.

 

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**30**                                  **Transmission by operation of law**

 

A person (a ***transmittee***) whoestablishes to the satisfaction of the Board that the right to any securitieshas devolved on the transmittee by will or by operation of law may beregistered as a holder in respect of the securities or may (subject to theprovisions in this Constitution relating to transfers) transfer the securities.The Board has the same right to refuse to register the transmittee as wouldapply under Rule 27.1 if the transmittee was the transferee named in a transferpresented for registration.

 

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

 

The Company in generalmeeting may reduce or alter its share capital in any manner permitted by Law(including, without limitation, by way of an in specie distribution of paid upshares or other securities of another body corporate, or other assets, in whichcase each shareholder appoints the Company its attorney to take all necessaryaction to perfect the transfer of the shares or other assets to theshareholder). The Board may do anything which is required to give effect to anyresolution authorising reduction or alteration of the share capital of theCompany and, without limitation, may make provision for the issue of fractionalcertificates or sale of fractions of shares and distribution of net proceeds asit thinks fit.

 

GENERAL MEETINGS

 

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

 

By a resolution of the Board,the Company may call a general meeting of the Company to be held at the timeand place and in the manner determined by the Board. No shareholder may convenea general meeting of the Company except where entitled under the Law to do so.By resolution of the Board any general meeting may be cancelled or postponedprior to the date on which it is to be held, except where the cancellation orpostponement would be contrary to the Law. The Board may give notice (if any)of cancellation or postponement as it thinks fit but any failure to give noticeof 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 calleda general meeting notice of the meeting may be given in the form and manner inwhich the Board thinks fit. The non-receipt of a notice of any general meetingby, or the omission to give notice to, any person entitled to notice, does notinvalidate any resolution passed at that meeting.

 

PROCEEDINGS OF MEETINGS

 

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

 

The business of an annualgeneral meeting is to consider the accounts and reports required by the Law tobe laid before each annual general meeting, to elect Directors in the place ofthose retiring under this Constitution, when relevant to appoint an auditor,and to transact any other business which, under this Constitution, is requiredto be transacted at any annual general meeting. All other business transactedat an annual general meeting and all business transacted at other generalmeetings is special. Except with the approval of the Board, with the permissionof the Chairman or as permitted under the Law, no person may move at anymeeting either:

 

(a)               in regard to any special business of whichnotice has been given under Rule 33, any resolution or any amendment of aresolution; or

 

(b)              any other resolution which does not constitutepart of special business of which notice has been given under Rule 33.

 

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

 

35.1                           Three shareholders present constitute a quorumfor a meeting. No business may be transacted at any meeting except the electionof a Chairman and the adjournment of the meeting unless a quorum is present atthe commencement of the meeting.

 

35.2                           If there is not a quorum at a general meetingwithin 15 minutes after the time specified in the notice of the meeting, themeeting is dissolved unless the Board adjourns the meeting to a date, time andplace determined by it. If no quorum is present at any adjourned meeting within15 minutes after the time for the meeting, the meeting is dissolved.

 

**36**                                  **Chairman**

 

36.1                           The Chairman of the Board is entitled to chairevery general meeting.

 

36.2                           If at any general meeting:

 

(a)               the Chairman of the Board is not present atthe specified time for holding the meeting; or

 

(b)              the Chairman of the Board is present but isunwilling to act as chairman of the meeting,

 

theDeputy Chairman of the Board is entitled to chair the meeting.

 

36.3                           If at any general meeting:

 

(a)               there is no Chairman of the Board or DeputyChairman of the Board;

 

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

 

(c)               the Chairman of the Board and the DeputyChairman of the Board are present but each is unwilling to act as chairman ofthe meeting,

 

the Directors present maychoose another Director as chairman of the meeting and if no Director ispresent or if each of the Directors present is unwilling to act as chairman ofthe meeting, a shareholder chosen by the shareholders present may chair themeeting.

 

**37.****                              ****ActingChairman**

 

If during any general meetingthe Chairman acting under Rule 36 is unwilling to chair any part of theproceedings, the Chairman may withdraw during the relevant part of theproceedings and may nominate any person who immediately before the generalmeeting was a Director or who has been nominated for election as a Director atthe meeting to be Acting Chairman of the meeting during the relevant part ofthe proceedings. On the conclusion of the relevant part of the proceedings theActing Chairman is to withdraw and the Chairman is to resume to chair themeeting.

 

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

 

38.1                           The general conduct of each general meeting ofthe Company and the procedures to be adopted at the meeting are as determinedat, during or prior to the meeting by the Chairman.

 

38.2                           The Chairman or a person acting with theChairman’s authority may requite any person who wishes to attend the meeting tocomply with searches, restrictions or other security arrangements the Chairmanor a person acting with the Chairman’s authority considers appropriate.  The Chairman of a person acting with theChairman’s authority may refuse entry to any person who does not comply withthe arrangements, any person who possesses a recording or broadcasting devicewithout the consent of the Chairman or a person acting with the Chairman’sauthority, or any person who possesses an article which the Chairman or personacting with the Chairman’s authority considers to be dangerous, offensive ofliable to cause disruption.)  At anytime the Chairman considers it necessary or desirable for the proper andorderly conduct of the meeting, the Chairman may demand the cessation of debateor discussion on any business, question, motion or resolution being consideredby the meeting and require the business, question, motion or resolution to beput to a vote of the shareholders present.

 

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38.3                           The Chairman may require the adoption of anyprocedures which are in the Chairman’s opinion necessary or desirable for theproper and orderly casting or recording of votes at any general meeting of theCompany, whether on a show of hands or on a poll.

 

38.4                           Any determination by the Chairman in relationto matters of procedure or any other matter arising directly or indirectly fromthe business is final. Any challenge to a right to vote (whether on a show ofhands or on a poll) may only be made at the meeting and may be determined bythe Chairman whose decision is final.

 

**39**                                  **Adjournment**

 

During the course of themeeting the Chairman may adjourn the meeting or any business, motion, questionor resolution being considered or remaining to be considered by the meeting orany debate or discussion either to a later time at the same meeting or to anadjourned meeting. If the Chairman exercises a right of adjournment of ameeting under this Rule, the Chairman has the sole discretion to decide whetherto seek the approval of the shareholders present to the adjournment and, unlessthe Chairman exercises that discretion, no vote may be taken by theshareholders present in respect of the adjournment. No business may betransacted at any adjourned meeting other than the business left unfinished atthe meeting from which the adjournment took place.

 

**40**                                  **Voting**

 

40.1                           The Chairman may determine that any questionto be submitted to a general meeting be determined by a poll without firstsubmitting the question to the meeting to be decided by a show of hands.

 

40.2                           Unless the Chairman makes the determinationreferred to in Rule 40.1 or a poll is otherwise demanded in accordance with theLaw, each question submitted to a general meeting is to be decided in the firstinstance by a show of hands.

 

40.3                           In the case of an equality of votes, theChairman has, both on a show of hands and on a poll, a casting vote in additionto any votes to which the Chairman may be entitled as a shareholder, or asproxy, attorney or properly appointed representative of a shareholder.

 

40.4                           Unless a poll is demanded, a declaration bythe Chairman following a vote on a show of hands that a resolution has beenpassed or lost is conclusive.

 

40.5                           A poll may be demanded by a shareholder underthe Law (and not otherwise) or by the Chairman. No poll may be demanded on theelection 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**                                  **Takinga poll**

 

41.1                           If a poll is demanded as provided in Rule 40.5,it is to be taken in the manner and at the time and place as the Chairmandirects, and the result of the poll is the meeting’s resolution of the motionon which the poll was demanded.

 

41.2                           A demand for a poll does not prevent thecontinuance of a meeting for the transaction of any business other than thequestion on which a poll has been demanded. A poll demanded on any question ofadjournment is to be taken at the meeting and without adjournment.

 

**42**                                  **Specialmeetings**

 

All the provisions of thisConstitution as to general meetings apply to any special meeting of any classof shareholders which may be held under the operation of this Constitution orthe Law.

 

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VOTES OF SHAREHOLDERS

 

**43**                                  **Votingrights**

 

Subject to restrictions onvoting affecting any class of shares and to Rules 3, 7(f) and 46:

 

(a)               on a show of hands:

 

(i)                  subject to paragraphs (ii) and (iii), eachshareholder present has one vote;

 

(ii)               where a shareholder has appointed more thanone person as representative, proxy or attorney for the shareholder, none ofthe representatives, proxies or attorneys is entitled to vote; and

 

(iii)            where a person is entitled to vote because ofparagraph (i) in more than one capacity, that person is entitled only to onevote; and

 

(b)              subject to Rule 43(c) on a poll, eachshareholder present:

 

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

 

(ii)               for each other share held, has a vote inrespect of the share which carries the same proportionate value as the proportionof the amount paid up (not credited) or agreed to be considered as paid up onthe total issue price of that share at the time the poll is taken bears to thetotal issue price of the share (excluding amounts credited); and 

 

(c)               on a poll, only shareholders present may voteunless, consistently with the Law, the Board has approved other means(including electronic) for the casting and recording of votes by shareholderson any resolution to be put to a general meeting.

 

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

 

Where a person satisfies theBoard at least 48 hours before the holding of a general meeting (unless theperson has previously satisfied the Board as to the person’s right to vote)that the person is a personal representative as referred to in Rule 29 or atransmittee as referred to in Rule 30, the person may vote at the generalmeeting in the same manner as if the person were the registered holder of thesecurities referred to in Rule 29 or 30, as the case requires.

 

**45**                                  **Proxies**

 

45.1                           A shareholder who is entitled to attend andcast a vote at a meeting of the Company may appoint a person as a proxy toattend and vote for the member in accordance with the Law but not otherwise.Subject to Rule 45.2, a proxy appointed to attend and vote in accordance withthe Law may exercise the rights of the shareholder on the basis and subject tothe restrictions provided in the Law.

 

45.2                           No member not personally present is entitledto vote on a show of hands except where the shareholder is a corporationpresent by a proxy or a company present by a representative properly authorisedpursuant to the Law.

 

45.3                           A form of appointment of a proxy is valid ifit is in accordance with the Law or in any form which the Board may prescribeor accept.

 

45.4                           Any appointment of proxy under Rule 45.3 whichis incomplete may be completed by the Secretary on the authority of the Boardand the Board may authorise completion of the proxy by the insertion of thename of any Director as the person in whose favour the proxy is given.

 

45.5                           Voting instructions given by a shareholder toa Director or employee of the Company who is appointed as proxy (*Company Proxy*) are valid only if containedin the form of appointment of the Company Proxy. If a shareholder wishes togive a Company Proxy appointed by the shareholder new instructions orvariations to earlier instructions, the new instructions or variations are onlyvalid if received at the Office before the meeting or adjourned meeting by anotice in writing signed by the shareholder.

 

45.6                           For the purposes of Rule 45.5, where a noticeof meeting provides for electronic lodgment of proxies, a proxy lodged at theelectronic address specified in the notice is taken to have been received atthe office and validated by the shareholder if there is compliance with therequirements set out in the notice.

 

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

 

46.1                           The validity of any resolution is not affectedby the failure of any proxy or attorney to vote in accordance with instructions(if any) of the appointing shareholder.

 

46.2                           A vote given in accordance with the terms ofan instrument of proxy or power of attorney is valid despite the previous deathor mental incapacity of the appointing shareholder, revocation of theinstrument of proxy or power of attorney or transfer of the shares in respectof which the vote is given, provided no notice in writing of the death, mentalincapacity, revocation or transfer has been received at the Office before therelevant meeting or adjourned meeting.

 

46.3                           A proxy is not revoked by the appointingshareholder attending and taking part in the meeting, unless the appointingshareholder votes at the meeting on the resolution for which the proxy isproposed to be used.

 

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

 

The Board may issue with anynotice of general meeting of shareholders or any class of shareholders forms ofproxy for use by the shareholders. Each form may include the names of any ofthe Directors or of any other persons willing to act as proxies or as personswho are to be proxies where the shareholder does not specify in the form thename of the person or persons to be appointed as proxies. The forms may beworded so that a proxy may be directed to vote either for or against each orany of the resolutions to be proposed.

 

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

 

Any shareholder may, by dulyexecuted power of attorney, appoint an attorney to act on the shareholder’sbehalf at all or certain specified meetings of the Company. Before the attorneyis entitled to act under the power of attorney, the power of attorney or proofof the power of attorney to the satisfaction of the Board must be produced forinspection at the Office or any other place the Board may determine together,in each case, with evidence of the due execution of the power of attorney asrequired by the Board. The attorney may be authorised to appoint a proxy forthe shareholder granting the power of attorney.

 

DIRECTORS

 

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

 

The number of Directors mustbe the number, not being less than seven nor more than fifteen, which the Boardmay determine but the Board may not reduce the number below the number ofDirectors in office at the time of the reduction. All Directors are to benatural persons.

 

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

 

The Board has the power atany time to appoint any person (including, without limitation, any person whois employed by the Company) as a Director, either to fill a casual vacancy oras an addition to the Board but so that the number of Directors does not exceedthe maximum number determined under Rule 49. Any Director appointed under thisRule may hold office only until the next annual general meeting of the Companyand is then eligible for election at that meeting but is not to be taken intoaccount in determining the number of Directors who are to retire by rotation atthe meeting.

 

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

 

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

 

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

 

Within two months of aDirector’s appointment and during the period of office of the Director, eachDirector is required to hold, or be the beneficial owner of, 1,000 shares inthe Company.

 

**53**                                  **Remuneration of Directors for extra services**

 

Any Director who serves onany committee (other than any standing committee), who devotes specialattention to the business of the Company, who otherwise performs services whichin the opinion of the Board are outside the scope of the ordinary duties of aDirector or who, at the request of the Board, engages in any journey on thebusiness of the Company, may be paid extra remuneration as determined by theBoard.

 

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

 

Every Director is, inaddition to any other remuneration provided for in this Constitution, entitledto be paid from Company funds all reasonable travel, accommodation and otherexpenses incurred by the Director in attending meetings of the Company or ofthe Board or of any Committees or while engaged on the business of the Company.

 

**55**                                  **Retirement benefits; superannuation contributions**

 

55.1                           Any person (including any officer of theCompany) may be paid a benefit (including a prescribed benefit) in connectionwith the retirement from office (including a prescribed office) of any officerof the Company, in accordance with the Law and the Listing Rules. The Board maymake arrangements with any officer with respect to, providing for, or effectingpayment of, benefits in accordance with this Rule.

 

55.2                           Without limiting Rule 51, the Company may paysuperannuation contributions for each Director to the extent necessary for theavoidance or minimisation of any penalty, charge, tax or other impost on theCompany under any applicable legislation which imposes a penalty, charge, taxor other impost on employers if a minimum level of superannuation contributionsis not paid for an employee (within the meaning of the legislation).

 

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

 

No auditor, partner, employeror employee of an auditor of the Company is eligible to be appointed or electeda Director of the Company.

 

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

 

57.1                           A Director is not disqualified by the officeof Director from contracting or entering into any arrangement with the Companyeither as vendor, purchaser or otherwise and no contract or arrangement enteredinto with the Company by a Director nor any contract or arrangement enteredinto by or on behalf of the Company in which a Director is in any wayinterested may be avoided for that reason. A Director is not liable to accountto the Company for any profit realised by any contract or arrangement, byreason only of holding the office of Director or of the fiduciary relationshipestablished by the office.

 

57.2                           Except where a Director is constrained by theLaw, a Director may be present at a meeting of the Board while a matter in whichthe Director has an interest is being considered and may vote in respect ofthat matter.

 

57.3                           Despite having an interest in any contract orarrangement a Director may participate in the execution of any documentevidencing or connected with the contract or arrangement, whether by signing,sealing or otherwise.

 

**58**                                  **Directormay hold****other office**

 

58.1                           A Director may hold any other office orposition under the Company (except that of auditor) in conjunction with theoffice of Director, on terms and at a remuneration in addition to remuneration(if any) as a Director, as the Board approves.

 

58.2                           A Director may be or become a director of orhold any other office or position under any corporation promoted by theCompany, or in which it may be interested, whether as a vendor or shareholderor otherwise, or with any other corporation or organisation, and the Directoris not accountable for any benefits received as a director or shareholder of,or holder of any other office or position under, the corporation or organisation.

 

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**59**                                  **Exercise of voting power in other****corporations**

 

The Board may exercise thevoting power conferred by the shares in any corporation held or owned by theCompany as the Board thinks fit (including the exercise of the voting power infavour of any resolution appointing the Directors or any of them directors ofthat corporation or voting or providing for the payment of remuneration to thedirectors of that corporation) and a Director of the Company may vote in favourof the exercise of those voting rights, despite the fact that the Director is,or may be about to be appointed, a director of that other corporation and maybe interested in the exercise of those voting rights.

 

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

 

Any Director may lend moneyto the Company at interest with or without security or may, for a commission orprofit, guarantee the repayment of any money borrowed by the Company orunderwrite or guarantee the subscription of shares or securities of the Companyor of any corporation in which the Company may be interested without beingdisqualified in respect of the office of Director and without being liable toaccount to the Company for the commission or profit.

 

TERMINATION OF OFFICE OF DIRECTOR

 

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

 

The office of a Director isterminated:

 

(a)               on the Director being absent from sixconsecutive meetings of the Board without leave of absence from the Board wherethe Board has not, within 14 days of having been served by the Secretary with anotice giving particulars of the absence, resolved that leave of absence begranted;

 

(b)              on the Director ceasing to comply with theshare qualification in Rule 52;

 

(c)               on the Director resigning office by notice inwriting to the Company;

 

(d)              on the Director being removed from officeunder the Law;

 

(e)               on the Director being prohibited from being aDirector by reason of the operation of the Law; or

 

(f)                 on the Director (other than the ManagingDirector) who is an employee of the Company or any of its subsidiaries ceasingto be employed (but the person concerned is eligible for reappointment orre-election as a Director of the Company).

 

**62**                                  **Rotation to exclude Director****who is terminated**

 

A Director whose office isterminated under Rule 61 is not to be taken into account in determining thenumber of Directors who are to retire by rotation at any annual generalmeeting.

 

ELECTION OF DIRECTORS

 

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

 

63.1                           Subject to Rules 50 and 62, at every annualgeneral meeting, one-third of the Directors (other than an exempt ManagingDirector under Rule 65) or, if their number is not a multiple of three, thenthe number nearest to but not less than one-third must retire from office. ADirector (other than an exempt Managing Director under Rule 65) must retirefrom office at the conclusion of the third annual general meeting after whichthe Director was elected or re-elected. Any Director who retires (whether underthis Rule or otherwise) at a general meeting and seeks re-election at themeeting retains office until the dissolution or adjournment of the meeting atwhich the Director retires.

 

63.2                           The Directors to retire under Rule 63.1 arethe Directors or Director longest in office 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 timea Director has been in office is calculated from the Director’s last electionor appointment. A retiring Director is eligible for re-election.

 

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63.3                           No person (other than a retiring Director) iseligible for election to the office of Director at any general meeting unlessthe person or a shareholder intending to nominate the person has given noticein writing signed by the nominee giving consent to the nomination andsignifying either candidature for the office or the intention of theshareholder 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 businessdays before the meeting unless the nominee has been recommended by the Boardfor election, in which case the notice is required to be left at the Office atleast 28 days before the meeting.

 

MANAGING DIRECTOR

 

**64**                                  **Appointment of a Managing****Director and Deputy ManagingDirector**

 

The Board may appoint one ormore of its members to be Managing Director and another to be Deputy ManagingDirector (who may respectively bear those titles or any other titles determinedby 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 theDeputy Managing Director (as the case requires) ceasing to hold office as aDirector), and at a remuneration which may be by way of salary or commission onor participation in profits or by any or all of these methods and otherwise onterms determined by the Board. The Board may confer on and withdraw from a ManagingDirector or the Deputy Managing Director (as the case requires) any of thepowers exercisable under this Constitution by the Board as it thinks fit and onany conditions it thinks expedient but the conferring of powers by the Board ona Managing Director or the Deputy Managing Director (as the case requires) doesnot exclude the exercise of those powers by the Board.

 

**65**                                  **Managing Director not to be****subject to retirement byrotation**

 

An exempt Managing Directoris the Managing Director or, if there is more than one Managing Director, theManaging Director designated by the Board to be an exempt Managing Director. Anexempt Managing Director is not subject to retirement as a Director by rotationwhile continuing to hold the office of Director and is not to be taken intoaccount in determining the rotation or retirement of Directors or the number ofDirectors to retire, but is subject to the same provisions as to termination ofoffice under Rule 61 (other than Rule 61(f)) and removal as the other Directorsof the Company.

 

PROCEEDINGS OF DIRECTORS

 

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

 

The Board may meet together,adjourn and otherwise regulate its meetings as it thinks fit. Until otherwisedetermined by the Board, three Directors form a quorum. The Board may at anytime, and the Secretary, on the request of any two Directors, must convene ameeting of the Board. Notice of meeting of the Board may be given by mail(electronic or otherwise), personal delivery or facsimile transmission to theusual place of business or residence of the Director or at any other addressgiven to the Secretary by the Director or by any technology agreed by all theDirectors. A Director who is at any time not in the Commonwealth of Australiashall not during such time be entitled to notice of any such meeting.

 

**67**                                  **Meetings by telephone or other****means of communication**

 

The Board may meet either inperson or by using any other technology (including, without limitation,telephone) consented to by all the Directors. A consent may be a standing one.A Director may only withdraw consent within a reasonable period before themeeting. A meeting conducted by telephone or other means of communication isconsidered to be held at the place agreed on by the Directors attending themeeting if at least one of the Directors present at the meeting was at thatplace for the duration of the meeting.

 

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**68**                                  **Votesat meetings**

 

Questions arising at anymeeting of the Board are decided by a majority of votes, and, in the case of anequality of votes, the Chairman has (except when only two Directors are presentor except when only two Directors are competent to vote on the question then atissue) a second or casting vote. A Director with a material personal interestin a matter that is being considered at a meeting of the Board may be countedin a quorum and, subject to the Law, may vote on the matter.

 

**69**                                  **Chair****man**

 

The Board may elect aChairman and a Deputy Chairman of its meetings and determine the period forwhich each is to hold office. If no Chairman or Deputy Chairman is elected orif at any meeting the Chairman and the Deputy Chairman are not present at thetime specified for holding the meeting, the Directors present may choose one oftheir number to be chairman of the meeting.

 

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

 

A meeting of the Board atwhich a quorum is present is competent to exercise any of the authorities,powers and discretions for the time being vested in or exercisable by theBoard.

 

**71**                                  **Committees**

 

71.1                           The Board may delegate any of its powers toCommittees consisting of any one or more Directors or any other person orpersons 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 Boardmay be authorised to sub-delegate any of the powers for the time being vestedin the delegate.

 

71.2                           The meetings and proceedings of any Committeeare to be governed by the provisions of this Constitution for regulating themeetings and proceedings of the Board so far as they are applicable and are notsuperseded by any regulations made by the Board under Rule 71.1.

 

**72**                                  **Validityof acts**

 

72.1                           All actions at any meeting of the Board or bya Committee or by any person acting as a Director are, despite the fact that itis afterwards discovered that there was some defect in the appointment of anyof the Directors or the Committee or the person acting as a Director or that anyof them were disqualified, as valid as if every person had been duly appointedand was qualified and continued to be a Director or a member of the Committee.

 

72.2                           If the number of Directors is reduced belowthe minimum number fixed under this Constitution, the continuing Directors mayact for the purpose of increasing the number of Directors to that number or ofcalling a general meeting of the Company but for no other purpose.

 

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

 

A resolution in writingsigned by all Directors or a resolution in writing of which notice has beengiven to all Directors and which is signed by a majority of the Directorsentitled to vote on the resolution (not being less than the number required fora quorum at a meeting of the Board) is a valid resolution of the Board. Theresolution may consist of several documents in the same form each signed by oneor more of the Directors. A facsimile transmission or other document producedby mechanical or electronic means under the name of a Director with the Director’sauthority is considered to be a document in writing signed by the Director.

 

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POWERS OF THE BOARD

 

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

 

The management and control ofthe business and affairs of the Company are vested in the Board, which (inaddition to the powers and authorities conferred on it by this Constitution)may exercise all powers and do all things as are within the power of theCompany and are not by this Constitution or by law required to be exercised ordone by the Company in general meeting.

 

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

 

Without limiting thegenerality of Rule 74, the Board may exercise all the powers of the Company toraise or borrow money, may guarantee the debts or obligations of any person andmay enter into any other financing arrangement, in each case in the manner andon the terms it thinks fit.

 

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

 

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

 

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

 

Without limiting thegenerality of Rule 74, if any uncalled capital of the Company is included in orcharged by any debenture, mortgage or other security, the Board may authorisethe person in whose favour the debenture, mortgage or other security isexecuted or any other person in trust for the person to make calls on theshareholders in respect of that uncalled capital and to sue in the name of theCompany or otherwise for the recovery of money becoming due in respect of callsmade and to give valid receipts for that money, and the authority continues forthe duration of the debenture, mortgage or that other security, despite anychange in the Directors, and is assignable if expressed to be.

 

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

 

Any bond, debenture or othersecurity may be issued with or without the right of or obligation on the holderto exchange the bond, debenture or security in whole or in part for shares inthe Company at any time and with any special privileges as to redemption,surrender, drawings, issue of shares, attending and voting at general meetingsof the Company, appointment of Directors and with the general rights and on theconditions as the Board thinks fit.

 

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

 

If any Director or anyofficer of the Company is or may become personally liable for the payment ofany sum which is or may become primarily due from the Company, the Board maycharge the whole or any part of the assets of the Company by way of indemnityto secure the Director or officer from any loss in respect of the liability.

 

**80**                                  **Seal**

 

The Company may have a commonseal and a duplicate common seal which are to be used by the Company asdetermined by the Board.

 

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DIVIDENDS

 

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

 

81.1                           The Board may determine that a dividend(including an interim dividend on account of the next forthcoming dividend) ispayable and fix the amount, time for payment and method of payment.

 

81.2                           Without limiting Rule 2, where the terms ofany new issue of shares provide for the new shares to have different rights todividend to other shares then on issue, the new shares have those differentdividend rights.

 

81.3                           Any dividend or interim dividend is (subjectto the rights of, or any restrictions on, the holders of shares created orraised under any special arrangement as to dividend) payable on each share onthe basis of the proportion which the amount paid or agreed to be considered tobe paid (excluding amounts credited) bears to the amount of the total issueprice for the time being paid or agreed to be considered as paid (excludingamounts credited) or payable in respect of the share. The dividend may be fixedat a rate per annum in respect of a specified period but no amount paid on ashare in advance of calls is to be treated as paid on the share.

 

**82**                                  **Dividendplans**

 

82.1                           The Board may establish and maintain one ormore dividend plans (including the establishment of rules for theadministration of those plans) under which shareholders may elect with respectto some or all of their shares (subject to the rules of the relevant plan):

 

(a)               to reinvest in whole or in part dividends paidor payable or which may become payable by the Company to the shareholder incash by subscribing for shares in the capital of the Company;

 

(b)              to be issued with shares instead of being paida dividend;

 

(c)               that dividends from the Company not bedeclared or paid and that instead a payment or distribution other than adividend (including without limitation an issue of bonus shares, with no amountcredited to share capital account in connection with the issue of those shares)be made by the Company;

 

(d)              that cash dividends from the Company not bepaid and that instead a cash dividend or payment or other distribution(including without limitation an issue or transfer of securities) be receivedfrom the Company, or a related body corporate of the Company, or any otherentity determined by the Board; and

 

(e)               to participate in a dividend selection plan,including but not limited to a plan under which shareholders may elect toreceive a dividend from the Company or any related body corporate which is lessin amount but franked to a greater extent than the ordinary cash dividenddeclared by the Company or any related body corporate or to receive a dividendfrom the Company or any related body corporate which is greater in amount butfranked to a lesser extent than the ordinary cash dividend declared by theCompany or any related body corporate.

 

82.2                           Under a dividend plan established inaccordance with Rule 82.1, any shareholder may elect for a specified period orfor a period to be determined by specified notice (in either case determined bythe Directors and prescribed in the rules of the plan) that all or some of theordinary shares held by that shareholder and designated by the shareholder inaccordance with the rules of the plan (the designated shares) are toparticipate in the dividend plan. During that period the designated shares areentitled to participate in the dividend plan subject to the rules of thedividend plan.

 

82.3                           If there is any inconsistency between anydividend plan established in accordance with Rule 82.1 or the rules of anydividend plan and this Constitution, this Constitution prevails.

 

82.4                           The Board is authorised to do all things whichit thinks desirable or necessary for the purpose of implementing every dividendplan established in accordance with Rule 82.1.

 

82.5                           The Board is authorised to vary the rules ofany dividend plan established in accordance with Rule 82.1 in its discretionand to suspend or terminate any dividend plan in its discretion. Any dividendplan may be suspended, terminated or varied by resolution of a general meetingof the Company.

 

19

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82.6                           Where the Company in general meeting hasapproved the adoption of a dividend plan, the Board may determine and announcethat each shareholder entitled to participate in the dividend may elect thatthe payment of the dividend be satisfied in respect of all, or a number ofshares less than all, of the shares held by the shareholder by the issue ofpaid up shares in accordance with the plan.

 

**83**                                  **Interim dividends**

 

The Board may pay to theshareholders on account of any dividend any interim dividend it thinks fit.

 

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

 

84.1                           When declaring a dividend the Board maydetermine that payment of the dividend be effected wholly or in part by thedistribution of specific assets or documents of title and in particular by theissue or transfer of paid up shares, debentures, debenture stock or grant ofoptions or other securities of the Company or any other corporation or entity.

 

84.2                           The Board may appoint any officer of theCompany to sign on behalf of each shareholder entitled to participate in thedividend any document in the Board’s opinion desirable or necessary;

 

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

 

(b)              in the case of a distribution of shares in anycorporation, to constitute the shareholder’s agreement to become a member ofthe corporation,

 

and,in executing the document, the officer acts as agent and attorney for theshareholder.

 

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

 

85.1                           The Board may resolve that the whole or anyportion of any sum forming part of the undivided profits of the Company orstanding to the credit of any reserve or other account, and which is availablefor distribution, be capitalised and distributed to shareholders in the sameproportions in which the shareholders would be entitled to receive it ifdistributed by way of dividend or in accordance with either the terms of issueof any shares or the terms of any plan for the issue of securities for thebenefit of officers or employees and that all or any part of the sum be appliedon their behalf either in paying up the amounts for the time being unpaid onany issued shares held by them, or in paying up in full unissued shares orother securities of the Company to be issued to them accordingly, or partly inone way and partly in the other.

 

85.2                           The Board may specify the manner in which anyfractional entitlements and any difficulties relating to distribution are to bedealt with, including specifying that fractions are to be disregarded or thatany fractional entitlements are to be increased to the next whole number orthat payments in cash in lieu of fractional entitlements be made.

 

85.3                           The Board may make all necessaryappropriations and applications of the amount to be capitalised under Rule 85.1and all necessary issues of fully paid shares or debentures.

 

85.4                           Where required, the Board may appoint a personto sign a contract on behalf of the shareholders entitled on a capitalisationto any shares or debentures, which provides for the issue to them, credited asfully paid, of any further shares or debentures or for the payment by theCompany on their behalf of the amounts or any part of the amounts remainingunpaid on their existing shares by the application of their respectiveproportions of the sum resolved to be capitalised.

 

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

 

A transfer of a share onlypasses the right to any dividend determined but not paid on the share at thetime of transfer:

 

(a)               in the case of a proper SCH transfer, if thisis the effect of the SCH Business Rules; and

 

(b)              in any other case, if the transfer is effectedby the relevant record date.

 

20

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**87**                                  **Retention of dividends; unclaimed dividends**

 

87.1                           The Board may retain the dividends payable onsecurities referred to in Rules 29 and 30 until the personal representative orthe transmittee (as the case requires) becomes registered as the holder of thesecurities or properly transfers them. The Board may retain any dividends inrespect of which (or in respect of the shares on which the dividend is payable)the Company has a lien or charge under Rule 22 and may apply any retaineddividends towards satisfaction of the calls, instalments or sums owing inrespect of which the lien or charge exists.

 

87.2                           All unclaimed dividends may be invested orotherwise made use of by the Board for the benefit of the Company until claimedor otherwise disposed of according to law.

 

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

 

Payment of any dividend maybe made in any manner and by any means as determined by the Board. Withoutaffecting any other method of payment which the Board may adopt, in each caseat the risk of the shareholder, payment may be made to the shareholder entitledto the dividend or, in the case of joint holders, to the shareholder whose namestands first in the Register in respect of the joint holding.

 

NOTICES

 

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

 

A notice may be given by theCompany to any shareholder, or in the case of joint holders to the shareholderwhose name stands first in the Register, personally, by leaving it at theshareholder’s registered address or by sending it by prepaid post or facsimiletransmission addressed to the shareholder’s registered address or, in any case,by other electronic means determined by the Board. If the notice is signed, thesignature may be original or printed.

 

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

 

Any notice sent by post isdeemed to have been served at the expiration of 24 hours after the envelopecontaining the notice is posted and, in proving service, it is sufficient toprove that the envelope containing the notice was properly addressed andposted. Any notice served on a shareholder personally or left at theshareholder’s registered address is deemed to have been served when delivered.  Any notice served on a shareholder byfacsimile transmission is deemed to have been served when the transmission issent.

 

**91**                                  **Shareholder not known at registered address**

 

Where a shareholder does nothave a registered address or where the Company has a reason in good faith tobelieve that a shareholder is not known at the shareholder’s registeredaddress, notice is deemed to be given to the shareholder if the notice isexhibited in the Office for a period of 48 hours (and is deemed to be dulyserved at the commencement of that period) unless and until the shareholderinforms the Company of a registered place of address.

 

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

 

If a given number of days’notice or notice extending over any other period is required to be given, theday of service is not to be counted in the number of days or other period.

 

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

 

Every person who, byoperation of law, transfer or any other means, becomes entitled to beregistered as the holder of any shares is bound by every notice which, prior tothe person’s name and address being entered in the Register in respect of theshares, was duly given to the person from whom title to the shares is derived.

 

21

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

 

A notice served in accordancewith this Constitution is (despite the fact that the shareholder is then deadand whether or not the Company has notice of the shareholder’s death) deemed tohave been duly served in respect of any registered shares, whether held solelyor jointly with other persons by the shareholder, until some other person isregistered in the 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                           If the Company is wound up, whethervoluntarily or otherwise, the liquidator may divide among all or any of thecontributories as the liquidator thinks fit in specie or kind any part of theassets of the Company, and may vest any part of the assets of the Company intrustees on any trusts for the benefit of all or any of the contributories asthe liquidator thinks fit.

 

95.2                           Any division may be otherwise than in accordancewith the legal rights of the contributories and, in particular, any class maybe given preferential or special rights or may be excluded altogether or inpart, but if any division otherwise than in accordance with the legal rights ofthe contributories is determined, any contributory who would be prejudiced bythe division has a right to dissent and ancillary rights as if thedetermination were a special resolution passed under the Law relating to thesale or transfer of the Company’s assets by a liquidator in a voluntary windingup.

 

95.3                           If any shares to be divided in accordance withRule 95.1 involve a liability to calls or otherwise, any person entitled underthe division to any of the shares may, by notice in writing within ten businessdays after the passing of the special resolution, direct the liquidator to sellthe person’s proportion and pay the person the net proceeds and the liquidatoris to act accordingly, if practicable.

 

INDEMNITY, INSURANCE ANDACCESS

 

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

 

96.1                           The Company is to indemnify each officer ofthe Company out of the assets of the Company to the relevant extent against anyliability incurred by the officer in or arising out of the conduct of thebusiness of the Company or in or arising out of the discharge of the duties ofthe officer.

 

96.2                           In addition to Rule 96.1, an officer of theCompany and an officer of a subsidiary of the Company may be indemnified to therelevant extent out of the assets of the Company against any liability incurredby the officer in or arising out of the conduct of the business of the Companyor of the subsidiary or in or arising out of the discharge of the duties of theofficer where the Board considers it appropriate to do so.

 

96.3                           Where the Board considers it appropriate, theCompany may execute a documentary indemnity in any form in favour of anyofficer of the Company or a subsidiary.

 

96.4                           Where the Board considers it appropriate, theCompany may:

 

(a)               make payments by way of premium in respect ofany contract effecting insurance on behalf or in respect of an officer of theCompany or a subsidiary against any liability incurred by the officer in orarising out of the conduct of the business of the Company or of the subsidiaryor in or arising out of the discharge of the duties of the officer; and

 

(b)              bind itself in any contract or deed with anyofficer of the Company or a subsidiary to make the payments.

 

96.5                           Where the Board considers it appropriate, theCompany may:

 

(a)               give a Director or former Director access tocertain papers, including documents provided or available to the Board andother papers referred to in those documents; and

 

(b)              bind itself in any contract with a Director orformer Director to give such access.

 

22

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96.6                           In this Rule 96:

 

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

 

(i)                  a Director, secretary, executive officer oremployee; or

 

(ii)               a person appointed as a trustee by, or actingas a trustee at the request of, the Company or, where applicable, the subsidiaryof the Company,

 

and includes a formerofficer.

 

(b)              ***duties ofthe 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 therelevant extent***means:

 

(i)                  to the extent the Company is not precluded bylaw from doing so;

 

(ii)               to the extent and for the amount that theofficer is not otherwise entitled to be indemnified and is not actuallyindemnified by another person (including, but without limitation, a subsidiaryor an insurer under any insurance policy); and

 

(iii)            where the liability is incurred in or arisingout of the conduct of the business of another corporation or in the dischargeof the duties of the officer in relation to another corporation, to the extentand for the amount that the officer is not entitled to be indemnified and isnot actually indemnified out of the assets of that corporation.

 

(d)              ***liability***means all costs, charges, losses, damages,expenses, penalties and liabilities of any kind including, in particular, legalcosts incurred in defending any proceedings (whether criminal, civil,administrative or judicial) or appearing before any court, tribunal, governmentauthority or other body.

 

PROPORTIONAL TAKEOVER BIDS

 

**97**                                  **Approval of proportional****takeover bids**

 

97.1                           If offers are made under a proportionaltakeover bid for securities of the Company:

 

(a)               the registration of a transfer giving effectto a takeover contract resulting from the bid is prohibited unless and until aresolution (an ***ApprovingResolution***) to approve the bid is passed in accordance with thisRule;

 

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

 

(c)               a bidder or an associate of the bidder is notentitled to vote on an Approving Resolution;

 

(d)              an Approving Resolution is to be voted on at ameeting, convened and conducted by the Company, of the persons entitled to voteon the Approving Resolution; and

 

(e)               an Approving Resolution that has been voted onin accordance with this Rule is taken to have been passed if the proportionthat the number of votes in favour of the resolution bears to the total numberof votes on the resolution is greater than one half, and otherwise is taken tohave been rejected.

 

97.2                           This Rule 97 ceases to apply on the thirdanniversary of the later of the date of adoption or last renewal of this Rule.

 

23

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**98**                                  **Restricted securities**

 

98.1                           Restricted securities within the meaning ofthe Listing Rules cannot be disposed of except as permitted by the ListingRules or the ASX.

 

98.2                           The Company must refuse to acknowledge adisposal (including registering a transfer) of restricted securities within themeaning of the Listing Rules except as permitted by the Listing Rules or theASX.

 

98.3                           During a breach of the Listing Rules relatingto restricted securities within the meaning of the Listing Rules or a breach ofa restriction agreement relating to the restricted securities, the holder ofthe restricted securities is not entitled to any dividend or distribution orvoting rights in respect of the restricted securities except as permitted bythe restriction agreement, the Listing Rules or the ASX.

 

24

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| **Item**                                               |   | **Rule**                            |
|--------------------------------------------------------|--------|-------------------------------------|
| **Annual  General Meeting**                            |   | **see Meetings, General**           |
| auditor, appointment of                                |   | 34                                  |
| business of                                            |   | 34                                  |
| quorum                                                 |   | 35                                  |
| special business                                       |   | 34                                  |
|                                                   |   |                                |
| **ASX**                                                |   |                                |
| defined                                                |   | 1  (1)                              |
|                                                   |   |                                |
| **Attorney  of Member**                                |   |                                |
| appointment of                                         |   | 48                                  |
| proof of appointment                                   |   | 48                                  |
|                                                   |   |                                |
| **Auditor**                                            |   |                                |
| appointment of                                         |   | 34                                  |
| director may not hold  position as                     |   | 58.1                                |
| ineligible to act as  Director                         |   | 56                                  |
|                                                   |   |                                |
| **Board**                                              |   |                                |
| defined                                                |   | 1(1)                                |
| powers                                                 |   | see  Directors                      |
| Board Meetings                                         |   | 66                                  |
|                                                   |   |                                |
| **Business  day**                                      |   |                                |
| defined                                                |   | 1(1)                                |
|                                                   |   |                                |
| **Calls and  Instalments**                             |   |                                |
| defined                                                |   | 1(1)                                |
| difference between holders  of shares as to            |   | 11                                  |
| Directors may make                                     |   | 10                                  |
| how made and payable,  Directors may specify           |   | 10                                  |
| instalments calls may be  payable by                   |   | 14                                  |
| interest on overdue calls                              |   | 13                                  |
| interest on overdue calls,  Directors may waive        |   | 13                                  |
| liable to pay, shareholder  is                         |   | 10                                  |
| notice, non-receipt does  not invalidate               |   | 12                                  |
| postponement of                                        |   | 12                                  |
| revocation of                                          |   | 12                                  |
| when deemed to be made                                 |   | 12                                  |
| winding up                                             |   | 95.3                                |
|                                                   |   |                                |
| **Capital**                                            |   |                                |
| alteration of                                          |   | 31                                  |
| charges on                                             |   | 76                                  |
| conditions of issue, Board  has power to set           |   | 4                                   |
| issued preferred, deferred  or special rights          |   | 2                                   |
| reduction of                                           |   | 31                                  |
| unissued, Board has control  over                      |   | 4                                   |
|                                                   |   |                                |
| **Capitalisation  of Profits**                         |   |                                |
| appropriations and  applications of capitalised amount |   | 85.3                                |
| fractional entitlements                                |   | 85.2                                |
| necessary issues of shares  of debentures              |   | 85.3                                |
| power of Board                                         |   | 85.1                                |
|                                                   |   |                                |
| **Chairman**                                           |   |                                |
| acting                                                 |   | 37                                  |
| appointment of                                         |   | 36.3                                |
| casting vote                                           |   | 40.3                                |
| defined                                                |   | 1(1)                                |
| demand for a poll                                      |   | 40.1                                |
| Deputy, election of                                    |   | 69                                  |
| election of                                            |   | 69                                  |
| entitled to chair meeting                              |   | 36.1                                |
| general conduct of meeting                             |   | 38.1                                |
| general procedures, determinations  of Chairman final  |   | 38.4                                |
| not present                                            |   | 36.2                                |
| poll, taking of                                        |   | 41.1                                |
|                                                   |   |                                |
| **Committee**                                          |   |                                |
| Board may delegate powers                              |   | 71.1                                |
| defined                                                |   | 1(1)                                |
| procedures of                                          |   | 71.2                                |
| validity of acts                                       |   | 72.1                                |
|                                                   |   |                                |
| **Common  Seal**                                       |   |                                |
| company may have                                       |   | 80                                  |
|                                                   |   |                                |
| **Company**                                            |   |                                |
| defined                                                |   | 1(1)                                |
| public limited by shares                               |   | Preliminary  Clause                 |
|                                                   |   |                                |
| **Constitution**                                       |   |                                |
| defined                                                |   | 1(1)                                |
|                                                   |   |                                |
| **Contracts**                                          |   |                                |
| between Directors and the  company                     |   | 57                                  |
|                                                   |   |                                |
| **Death of  Shareholder**                              |   | **see Transmission of Shares** |
|                                                   |   |                                |
| **Deceased  Shareholder**                              |   |                                |
| transmission before death  valid                       |   | 29                                  |
|                                                   |   |                                |
| **Directors**                                          |   |                                |
| absent from meetings                                   |   | 61(a)                               |
| access to documents                                    |   | 96.5                                |
| auditor may not be elected  as                         |   | 56                                  |
| auditor, may not act as                                |   | 58.1                                |
| candidature for election                               |   | 63.3                                |
| casual vacancy, filling of                             |   | 50                                  |
| Chairman and Deputy  Chairman                          |   |                                |
| acting                                                 |   | 37                                  |
| appointment  of                                        |   | 69,  36.3                           |
| casting  vote                                          |   | 68,  40.3                           |
| entitled  to chair meetings                            |   | 36.1                                |
| committees, delegation of  power to                    |   | 71.1                                |
| common seal, use of                                    |   | 80                                  |
| contracts with Company                                 |   | 57                                  |
| defined                                                |   | 1(1)                                |
| delegation of powers to  committees                    |   | 71.1                                |
| disqualified by operation  of Law                      |   | 61(e)                               |
| dividends, determination of                            |   | 81.1                                |
| election at annual general  meeting                    |   | 34                                  |
| election of                                            |   | 63                                  |
| employee of the Company,  ceasing to be                |   | 61(f)                               |
| expenses, reimbursement of                             |   | 54                                  |
| extra services,  remuneration for                      |   | 53                                  |
| hold other office, may                                 |   | 58                                  |
| indemnity                                              |   | 96.1,  96.2, 96.3, 79               |
| insurance                                              |   | 96.4                                |
| issue of shares, may  participate                      |   | 5                                   |
| natural persons, must be                               |   | 49                                  |
| nomination for election                                |   | 63(3)                               |
| number of                                              |   | 49                                  |
| number of, may increase or  decrease                   |   | 49                                  |
| powers                                                 |   |                                |
| alter  capital                                         |   | 31                                  |
| annul  forfeiture                                      |   | 20                                  |
| appoint  Directors                                     |   | 50                                  |
| borrow  and guarantee                                  |   | 75                                  |
| calls,  make                                           |   | 77,  10                             |
| calls,  revocation and postponement                    |   | 12                                  |
| calls,  waive interest on overdue                      |   | 13                                  |
| cancel  or postpone general meetings                   |   | 32                                  |
| convene  general meetings                              |   | 32                                  |
| dividend  plan, Board may establish                    |   | 82.1                                |
| enforce  lien                                          |   | 22                                  |
| forfeited  shares, power to waive liability on         |   | 21                                  |
| general                                                |   | 74                                  |
| give  security                                         |   | 76                                  |
| indemnity,  assets of Company for                      |   | 79                                  |
| instalments,  calls payable by                         |   | 10                                  |
| instalments,  waive interest on overdue                |   | 13                                  |
| interim  dividends                                     |   | 83                                  |
| issue  bond, debenture or other security               |   | 78                                  |

 

25

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| **Item**                                         |   | **Rule** |
|--------------------------------------------------|--------|----------|
| lend  to Company                                 |   | 60       |
| lien,  sales of shares to enforce                |   | 23       |
| options,  issue of                               |   | 4        |
| reduce  capital                                  |   | 31       |
| refuse  to register transfer                     |   | 27       |
| voting  power in other corporations, exercise of |   | 59       |
| proxy, acting as                                 |   | 47       |
| removed from office under  Law                   |   | 61(d)    |
| remuneration of                                  |   | 51       |
| remuneration, for extra  services                |   | 53       |
| resignation                                      |   | 61(c)    |
| resolutions, circular                            |   | 73       |
| retirement benefits                              |   | 55.1     |
| retirement by rotation                           |   |     |
| one-third  to retire                             |   | 63.1     |
| who  is taken into account for                   |   | 62       |
| who  retires                                     |   | 63.2     |
| share qualification                              |   | 52       |
| superannuation  contributions                    |   | 55.2     |
| surrender of shares, may  accept a               |   | 6        |
| termination of office                            |   |     |
| absent  from meetings                            |   | 61(a)    |
| ceasing  to be employed                          |   | 61(f)    |
| prohibited  from office by reason of law         |   | 61(e)    |
| removed  from office under law                   |   | 61(d)    |
| resignation  in writing                          |   | 61(c)    |
| share  qualification, ceasing to comply with     |   | 61(b)    |
| validity of acts                                 |   | 72.1     |
|                                             |   |     |
| **Dividend  Plan**                               |   |     |
| Board may establish                              |   | 82.1     |
| participation                                    |   | 82.2     |
| rules of                                         |   | 82.3     |
| variation of rules of                            |   | 82.5     |
|                                             |   |     |
| **Dividends**                                    |   |     |
| determination by Board                           |   | 81.1     |
| distribution otherwise than  in cash             |   | 84.1     |
| interim, Directors may pay                       |   | 83       |
| paid in proportion to  shares paid-up            |   | 81.3     |
| payment of                                       |   | 88       |
| payment, time and method of                      |   | 81.1     |
| retention of                                     |   | 87.1     |
| rights to                                        |   | 81.2     |
| transfer of shares                               |   | 86       |
| unclaimed                                        |   | 87.2     |
|                                             |   |     |
| **Equitable  or Other Interests**                |   |     |
| non-recognition                                  |   | 8        |
|                                             |   |     |
| **Forfeiture  of Shares**                        |   |     |
| annul, power to                                  |   | 20       |
| calls, liability for,  despite                   |   | 21       |
| disposal of forfeited  shares                    |   | 19       |
| dividends, forfeiture  includes                  |   | 17       |
| evidence of title on sale                        |   | 24.1     |
| forfeiture when notice not  complied with        |   | 16       |
| notice of forfeiture                             |   |     |
| failure  to give                                 |   | 18       |
| must  be given                                   |   | 18       |
| notice to pay                                    |   |     |
| contents                                         |   | 16       |
| non-compliance  with                             |   | 17       |
| when  sum not paid                               |   | 15       |
| property of Company                              |   | 19       |
| re-issue of                                      |   | 24.2     |
| waiver of                                        |   | 21       |
|                                             |   |     |
| **Indemnity  of Officers**                       |   |     |
| Company must indemnify  Officers                 |   | 96.1     |
| insurance                                        |   | 96.4     |
| personal liability                               |   | 79       |
|                                             |   |     |
| **Interpretation**                               |   |     |
| singular and plural                              |   | 1(2)-(5) |
|                                             |   |     |
| **Joint  Holders**                               |   |     |
| certificates                                     |   | 7(e)     |
| death                                            |   | 7(c)     |
| liability for payments                           |   | 7(b)     |
| notices                                          |   | 7(e)     |
| number                                           |   | 7(a)     |
| receipt for dividend etc                         |   | 7(d)     |
| voting                                           |   | 7(f)     |
|                                             |   |     |
| **Law**                                          |   |     |
| defined                                          |   | 1(1)     |
|                                             |   |     |
| **Liability**                                    |   |     |
| defined                                          |   | 96.6(d)  |
|                                             |   |     |
| **Lien**                                         |   |     |
| charge                                           |   | 22       |
| dividends and bonuses,  extends to               |   | 22       |
| instalments                                      |   | 22       |
| interest due                                     |   | 22       |
| proceeds of sale of issue                        |   | 24.5     |
| protect or enforce,  Directors power to          |   | 22       |
| sale of shares subject to                        |   | 23       |
| sale under                                       |   |     |
| title  to shares sold                            |   | 24.1     |
| transfer  of title                               |   | 24.3     |
| unpaid calls                                     |   | 22       |
|                                             |   |     |
| **Listing  Rules**                               |   |     |
| defined                                          |   | 1(1)     |
|                                             |   |     |
| **Managing  Director**                           |   |     |
| appointment                                      |   | 64       |
| powers                                           |   | 64       |
| retirement by rotation                           |   |     |
| exempt  Managing Director not subject to         |   | 65       |
|                                             |   |     |
| **Meetings,  Board**                             |   |     |
| by telephone or other means  of communication    |   | 67       |
| Chairman, appointment of                         |   | 69       |
| convening                                        |   | 66       |
| notice of                                        |   | 66       |
| powers of                                        |   | 70       |
| procedures                                       |   | 66       |
| quorum                                           |   | 66       |
| voting                                           |   |     |
| Chairman  has casting                            |   | 68       |
| majority  decision                               |   | 68       |
|                                             |   |     |
| **Meetings,  General**                           |   |     |
| adjournment                                      |   | 39       |
| business of                                      |   | 34       |
| calling of                                       |   | 32       |
| cancellation or  postponement, notice of         |   | 32       |
| cancelled or postponed                           |   | 32       |
| cessation of debate                              |   | 38.2     |
| conduct of meeting                               |   | 38.1     |
| notice of                                        |   | 33       |
| notice, non-receipt of                           |   | 33       |
| procedures, Chairman’s  decision is final   |   | 38.4     |
| quorum                                           |   | 35       |
| quorum, dissolving or  adjourning                |   | 35.2     |
| quorum, no business without                      |   | 35.1     |
| refusal of entry                                 |   | 38.2     |
| security arrangements                            |   | 38.2     |
| special business                                 |   | 34(b)    |
| voting procedures                                |   | 38.3     |
|                                             |   |     |
| **Meetings,  Special**                           |   |     |
| Constitution applies to                          |   | 42       |

 

26

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| **Item**                                                 |   | **Rule**                           |
|----------------------------------------------------------|--------|------------------------------------|
| **Notices**                                              |   |                               |
| deceased shareholders,  service on                       |   | 94                                 |
| joint holders                                            |   | 7(e)                               |
| period, calculation of                                   |   | 92                                 |
| service                                                  |   |                               |
| by  fax                                                  |   | 89                                 |
| by  post                                                 |   | 89                                 |
| personal                                                 |   | 89                                 |
| registered  address                                      |   | 89                                 |
| when  deemed to be made                                  |   | 90                                 |
| shareholder not known at  registered address             |   | 91                                 |
| shareholders, service on                                 |   | 89                                 |
| transferees, binding on                                  |   | 93                                 |
|                                                     |   |                               |
| **Office**                                               |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Officer**                                              |   |                               |
| defined                                                  |   | 96.6                               |
|                                                     |   |                               |
| **Partial  Takeovers**                                   |   | 97.1                               |
|                                                     |   |                               |
| **Payments  to Governments**                             |   | **see Taxes in respect of Shares** |
|                                                     |   |                               |
| **Person**                                               |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Poll**                                                 |   |                               |
| adjournment, demand for a  poll on                       |   | 41.2                               |
| Chairman may require                                     |   | 40.1                               |
| does not prevent  transaction of other business          |   | 41.1                               |
| means of casting and  recording                          |   | 43(c)                              |
| taking of                                                |   | 41.1                               |
| voting                                                   |   | 43(b)                              |
|                                                     |   |                               |
| **Preference  Shares**                                   |   |                               |
| dividend may be cumulative                               |   | 3(c)(iii)                          |
| dividend, rights to  preferential                        |   | 3(d)(ii)                           |
| dividends                                                |   | 3(c)(ii)                           |
| dividends, rights to  preferential                       |   | 3(c)(i)                            |
| issue of further                                         |   | 3(g)                               |
| meetings, rights to attend  and be heard at              |   | 3(f)                               |
| notices, rights to                                       |   | 3(f)                               |
| ranking of new issue of                                  |   | 3(g)                               |
| reports and accounts, right  to                          |   | 3(f)                               |
| rights on redemption                                     |   | 3(d)                               |
| rights on winding up                                     |   | 3(d)                               |
| rights to assets or  profits, no further                 |   | 3(e)                               |
| terms, board may determine                               |   | 3                                  |
| voting rights restricted                                 |   | 3(f)                               |
|                                                     |   |                               |
| **Proxies**                                              |   |                               |
| show of hands                                            |   |                               |
| no  entitlement to vote on                               |   | 43(a)(ii)                          |
|                                                     |   |                               |
| **Proxy**                                                |   |                               |
| appointment of                                           |   | 45.1                               |
| corporation, for, may vote  on a show of hands           |   | 45.2                               |
| form of appointment                                      |   | 47,  45.3                          |
| incomplete appointment                                   |   | 45.4                               |
| revocation, valid despite                                |   | 46.2                               |
| voting instructions                                      |   | 45.5                               |
| voting instructions,  failure to vote in accordance with |   | 46.1                               |
|                                                     |   |                               |
| **Quorum**                                               |   |                               |
| general meeting                                          |   | 35.1                               |
| meeting dissolved without                                |   | 35.2                               |
|                                                     |   |                               |
| **Register**                                             |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Registered  address**                                  |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Replaceable  Rules**                                   |   |                               |
| replaced                                                 |   | Preliminary  Clause                |
|                                                     |   |                               |
| **Resolution,  in Writing**                              |   | 73                                 |
|                                                     |   |                               |
| **Restricted  Securities**                               |   | 98                                 |
|                                                     |   |                               |
| **Retiring  Director**                                   |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Rules**                                                |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **SCH**                                                  |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Secretary**                                            |   |                               |
| defined                                                  |   | 1(1)                               |
| indemnity                                                |   | 79                                 |
| insurance                                                |   | 96.4                               |
|                                                     |   |                               |
| **Securities**                                           |   |                               |
| defined                                                  |   | 1(1)                               |
| special rights, issued with                              |   | 2                                  |
|                                                     |   |                               |
| **Shareholders  Present**                                |   |                               |
| defined                                                  |   | 1(1)                               |
|                                                     |   |                               |
| **Show of  Hands**                                       |   | **see Votes of Members**           |
|                                                     |   |                               |
| **Special  Meetings**                                    |   | **see Meetings, Special**          |
|                                                     |   |                               |
| **Surrender  of Shares**                                 |   |                               |
|                                                     |   |                               |
| **Taxes and  Duties in respect of Shares**               |   |                               |
| indemnity from shareholder                               |   | 25                                 |
| lien for taxes paid by  Company                          |   | 25                                 |
|                                                     |   |                               |
| **Transfer  of Shares**                                  |   |                               |
| certificate to be lodged  with                           |   | 28.1                               |
| dividends, rights to                                     |   | 86                                 |
| holding lock                                             |   | 26.3                               |
| other electronic system                                  |   | 26.1(c)                            |
| proper SCH                                               |   | 26.1(b)                            |
| refusal to register                                      |   |                               |
| Board  decision is absolute                              |   | 27.2                               |
| contravention  of law                                    |   | 27.1  (a)                          |
| lien                                                     |   | 27.1(b)                            |
| permitted  by Listing Rules                              |   | 27.1(c)                            |
| registration  of                                         |   | 28.1                               |
| system                                                   |   | 9                                  |
| transfer form, Directors  may destroy                    |   | 28.3                               |
| transferor to remain holder  until registered            |   | 26.2                               |
| written                                                  |   | 26.1(a)                            |
|                                                     |   |                               |
| **Transmission  of Shares**                              |   |                               |
| by operation of law                                      |   | 30                                 |
| on death                                                 |   | 29                                 |
| personal representatives,  rights of                     |   | 29                                 |
|                                                     |   |                               |
| **Validity  of Acts**                                    |   | 72.1                               |
| Valid Acts, Continuing  Directors                        |   | 72.2                               |
|                                                     |   |                               |
| **Votes of  Members**                                    |   |                               |
| Attorney, power of                                       |   | 48                                 |
| Chairman, casting vote of                                |   | 40.3                               |
| challenge to a right to  vote                            |   | 38.4                               |
| joint Holders                                            |   | 7(f)                               |
| personal representatives,  by                            |   | 44                                 |
| poll                                                     |   |                               |
| one  vote per fully paid share                           |   | 43(b)(i)                           |
| poll demanded by members                                 |   | 40.5                               |
| poll, Chairman’s demand for  a                      |   | 40.1                               |
| preference shares                                        |   | 3(f)(i)                            |
| procedures                                               |   | 38.3                               |
| proxy, by                                                |   | 45.1                               |
| result on show of hands,  Chairman’s declaration    |   |                               |
| show of hands                                            |   | 40.4                               |
| member  not personally present not entitled to vote      |   | 45.2                               |
| one  vote per shareholder present on                     |   | 43(a)(i)                           |
| proxy  for corporation may vote on                       |   | 45.2                               |
| rights  of members on                                    |   | 43(a)                              |
| show of hands first                                      |   | 40.2                               |
|                                                     |   |                               |
| **Winding Up**                                           |   |                               |
| distribution in specie                                   |   | 95.1                               |
| distribution of assets                                   |   | 95.1  - 3                          |
|                                                     |   |                               |
| **Writing**                                              |   |                               |
| interpretation                                           |   | 1(1)                               |

 

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**Amcor Limited**

679Victoria Street Abbotsford Victoria 3067 Australia

GPOBox 1643N Melbourne Victoria 3001 Australia

Telephone+61 3 9226 9000 Facsimile +61 3 9226 9050

ABN62 000 017 372

**www.amcor.com**

 

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