Exhibit 99.1
 
 1.2 APPLICATION AND EFFECT OF THESE RULES
 1.2.1 Operating Rules of ASTC
  (a)
    
    the Procedures;(b)
    
    the Australian Securities Exchange Disciplinary Processes and Appeals
Rulebook; and(c)
    
    the Corporations Act.
   1.2.2 Binding effect of Rules
  (a)
    
    section 822B of the Corporations Act; and(b)
    
    Rules 1.2.3 and 1.2.4.
  1.2.3 Covenants to observe Rules
  (a)
    
    each Facility User covenants with ASTC and each other Facility User to
observe the Rules and to perform the obligations which the Rules purport to impose
on the Facility User, in the manner provided by the Rules; and(b)
    
    subject to Rules 3.6.11 to 3.6.18 inclusive, ASTC covenants with each
Facility User to observe the Rules and to perform the obligations which the Rules
purport to impose on ASTC, in the manner provided by the Rules.
   1.2.4 Effect of warranty and indemnity provisions
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1.2.5 Australian Securities Exchange Disciplinary Processes and Appeals Rulebook
   1.3 STATE OF EMERGENCY RULES
 1.3.1 Action if a State of Emergency exists
  (a)
    
    making State of Emergency Rules (that may be inconsistent with these
Rules) for the protection of the interests of ASTC and Facility Users;(b)
    
    suspending provision of any ASTC facilities and services to one or more
persons;(c)
    
    taking, or refraining from taking, or directing a Participant to take
or refrain from taking, any action which ASTC considers is appropriate;(d)
    
    taking any action in the name of and at the expense of a Participant;
or(e)
    
    other action that is inconsistent with these Rules (other than Rule
1.3).
   1.3.2 Effect of a State of Emergency
   1.3.3 Period for State of Emergency Rules
   1.3.4 Notice to Issuers and Participants
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1.3.5 Facility User must inform ASTC of potential State of Emergency
   1.3.6 No Liability of ASTC
  (a)
    
    any failure or delay in performance in whole or in part of the
obligations of ASTC under the Rules or any contract, if that failure or delay is
caused directly or indirectly by a State of Emergency which entitles ASTC to act
under this Rule 1.3; or(b)
    
    any loss, liability, damage, cost or expense arising in any way
(including, without limitation, by negligence) from the bona fide exercise of any
power, right or discretion conferred upon ASTC by this Rule 1.3.
  1.4 SETTLEMENT PROCEDURES
 1.4.1 ASTC may approve Procedures
   1.4.2 Procedures are not part of the Rules
   1.4.3 Changes to Procedures
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Section 2 DEFINITIONS AND INTERPRETATION
  
 2.1 GENERAL PRINCIPLES OF INTERPRETATION
  (a)
    
    a reference to
any legislation or legislative provision includes any
statutory modification or re-enactment of, or
legislative provision substituted for, and any
regulation or statutory instrument issued under, that
legislation or legislative provision;(b)
    
    a reference to
the operating rules of an Approved Clearing Facility,
the operating rules of an Approved Market Operator, the
Listing Rules, these Rules, the Procedures or the Fees
and Charges Schedule is a reference to the operating
rules, the Procedures or the Schedule as modified or
amended from time to time;(c)
    
    the singular
includes the plural and vice-versa;(d)
    
    a reference to
person, body, corporation, trust, partnership,
unincorporated body, firm, association, authority or
government includes any of them;(e)
    
    a word denoting
any gender includes all genders;(f)
    
    if a word or
expression is given a particular meaning, another part
of speech or grammatical form of that word or
expression has a corresponding meaning;(g)
    
    a reference to
power includes a reference to authority and discretion;(h)
    
    a reference to
a Rule (eg Rule 2.4) includes a reference to all
sub-Rules included under that Rule (eg Rule 2.5.4);(i)
    
    a reference to
a Section (eg (ARROW)Section 2(ARROW)(ARROW)) includes a reference to all
Rules and sub-Rules within that Section;(j)
    
    a reference to
any Rule or Procedure is a reference to that Rule or
Procedure as amended from time to time;(k)
    
    a reference to
time is to the time in Sydney, Australia;(l)
    
    a reference to
currency is a reference to Australian currency;(m)
    
    a reference to
writing includes typing, printing, lithography,
photography, telex, facsimile or any other mode of
representing or reproducing words in a visible form;
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(n)
    
    where there is
a reference to the power of ASTC to make, demand or
impose a requirement there is a corresponding
obligation of the relevant Participant to comply with
that demand or requirement in all respects; and(o)
    
    a reference to
ASTC notifying or giving notice to a Participant or
vice-versa is a reference to notifying or giving notice
in accordance with Rule 1.10.
  2.2 WORDS AND EXPRESSIONS DEFINED IN THE
CORPORATIONS ACT
 2.2.1 Words and expressions defined have
the same meaning in these Rules
   2.3 HEADINGS AND INTRODUCTORY OVERVIEW
 2.3.1 Headings and introductory overview
for convenience of reference only
   2.4 CONDUCT, ACTS AND OMISSIONS
 2.4.1 References to conduct or doing any
act or thing
  (a)
    
    a reference to
conduct or engaging in conduct includes a reference to
doing, refusing to do or omitting to do, any act,
including the making of, or the giving effect to a
provision of, an agreement; and(b)
    
    unless the
contrary intention appears, a reference to doing,
refusing or omitting to do any act or thing includes a
reference to causing, permitting or authorising:
 (i)
the act or thing to be done; or(ii)
the refusal or omission to occur.
  2.4.2 Conduct by officers, employees,
agents and Third Party Providers
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(a)
    
    by an officer,
employee, Third Party Provider or other agent of the
person, and whether or not within the scope of the
actual or apparent authority of the officer, employee,
Third Party Provider or other agent; or(b)
    
    by any other
person at the direction or with the consent or
agreement (whether express or implied) of an officer,
employee, Third Party Provider or other agent of the
person, and whether or not the giving of the direction,
consent or agreement is within the scope of the actual
or apparent authority of the officer, employee, Third
Party Provider or other agent,
   2.4.3 State of mind of a person
    2.5 REGARD TO BE HAD TO PURPOSE OR OBJECT
OF RULES
 2.5.1 Construction to promote purpose of
Rules
   2.6 EXAMPLES AND NOTES
 2.6.1 Use of examples and notes
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(a)
    
    the example or
note is not to be taken to be exhaustive; and(b)
    
    if the example
or note is inconsistent with the Rule, the Rule
prevails.
  2.7 CHANGE OF NAME
 2.7.1 Reference to a body or office under
a former name
  (a)
    
    the name of a
body is changed in accordance with the law (whether or
not the body is incorporated); or(b)
    
    the name of an
office is changed by law,
   2.7.2 References to Australian Stock Exchange Limited
   2.8 EFFECT OF AMENDMENT TO RULES AND
PROCEDURES
 2.8.1 Where amendments to Rules and
Procedures are made
  (a)
    
    amended;(b)
    
    deleted; or(c)
    
    lapses or
otherwise ceases to have effect,
  (d)
    
    revive anything
not in force or existing at the time at which that
circumstance takes effect;(e)
    
    affect the
previous operations of that Rule or Procedure or
anything done under that Rule or Procedure;
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(f)
    
    affect any
right, privilege, obligation or liability acquired,
accrued or incurred under that Rule or Procedure;(g)
    
    affect any
penalty, forfeiture, suspension, expulsion or
disciplinary action taken or incurred in respect of any
contravention of that Rule or Procedure; or(h)
    
    affect any
investigation, disciplinary proceeding or remedy in
respect of any such right, privilege, obligation,
liability, penalty, forfeiture, suspension, expulsion
or disciplinary action,
   2.9 RULES IN FORCE AT TIME OF
CONTRAVENTION
 2.9.1 Determining a contravention of the
Rules
   2.10 SPECIFIC DEFINITIONS FOR THE PURPOSE
OF THE CORPORATIONS ACT AND OTHER LEGISLATION
 2.10.1 ASTC Regulated Transfers
   2.10.2 CHESS Subregister
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2.10.3 References to SCH
   2.11 ENTERING AND DEDUCTING FINANCIAL
PRODUCTS FROM HOLDINGS
 2.11.1 References to entering or deducting Financial Products
  (a)
    
    if the Holding
does not exist at the time of the entry, establishing
the Holding with a Holding Balance equal to that number
of Financial Products; or(b)
    
    if the Holding
already exists at the time of the entry, adding that
number of Financial Products to the Holding Balance of
the Holding.
  (c)
    
    if the Holding
Balance of the Holding is equal to that number,
removing the Holding from the register; and(d)
    
    if the Holding
Balance of the Holding is greater than that number,
subtracting that number of Financial Products from the
Holding Balance.
  2.12 MEANING OF RESERVATION AND RELEASE OF
FINANCIAL PRODUCTS FOR SUBPOSITION PURPOSES
 2.12.1 Reservation in a Subposition
  (a)
    
    the Subposition
is created over that number of Financial Products; or(b)
    
    an existing
reservation in a Subposition of Financial Products in
that Holding is increased by that number of Financial
Products.
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2.12.2 Release from a Subposition
  (a)
    
    the Subposition
over that number of Financial Products is removed; or(b)
    
    where the total
number of Financial Products in the Holding that are
reserved in the Subposition exceeds the number of
Financial Products specified to be released, the
Subposition reservation is reduced by that specified
number of Financial Products.
  2.13 DEFINITIONS
 2.13.1 Definitions used in the Rules
  ABN
 Acceptance Form
 (a)
    
    an entitlement
& acceptance form;(b)
    
    a provisional
letter of allotment; and(c)
    
    an application
form (whether or not attached to a prospectus).
 Account Participant
 Accountant
 Accrued Batch Instruction
 Accrued DvP Batch Instruction
 Accrued RTGS Instruction
 Accumulation Account
 Accumulation Holding
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ACH
 Admission Form
 AIC
 AIF
 AIS
 Allocation Component
 (a)
    
    a Firm
Allocation Component;(b)
    
    a book-build;
or(c)
    
    a placement.
 Allocation Interest
 (a)
    
    representing
an Approved Financial Product applied for, or to be
applied for, under an Offer; and(b)
    
    by which the
Issuer calculates the number of Approved Financial
Products to be issued or disposed under Rule 15.27.
 Alternative Settlement Facility
 (a)
    
    adequate rules
or procedures relating to the operation of the
facility, including effective risk management
procedures;(b)
    
    adequate
arrangements for supervision and regulation of the
facility; and(c)
    
    sufficient
resources to conduct the facility and perform its
supervisory and regulatory functions.
  Appeal
  Applications Close Date
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Approved Agent
  Approved Clearing Facility
 Approved Clearing House
 Approved Financial Products
 Approved Market Operator
 ASTC
 ASTC Indemnity
 ASTC Regulated Transfer
 ASX
  ASX Group
 ASX World Link Agreement
 ASX World Link Service
 ASX World Link Website https://www.asxonline.com
 Australian ADI
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Australian ADI Account
 Authorised Copy
 Authorised Person
 Available Credit
 Available Financial Products
 (a)
    
    not in a Locked
Holding;(b)
    
    in the case of
Financial Products in an Issuer Sponsored Holding, not
reserved under the Listing Rules for the benefit of an
Offeror in relation to a takeover scheme;(c)
    
    in the case of
Financial Products in a CHESS Holding, not reserved in
a Subposition.
 Bank
 Bankruptcy
 (a)
    
    in the case of
a body corporate, where:
 (i)
an administrator of the body corporate is
appointed under section 436A, 436B or 436C of
the Corporations Act;(ii)
the body corporate commences to be wound up
or ceases to carry on a business;(iii)
a receiver, or a receiver and manager, of
property of the body corporate is appointed,
whether by a court or otherwise; or(iv)
the body corporate enters into a compromise
or arrangement with its creditors or a class
of them; or
 (b)
    
    in the case of
a natural person, where:
 (i)
    a creditors petition or a debtors petition
is presented under Division 2 or 3, as the
case may be, of Part IV of the Bankruptcy Act
1966 against the person, the partnership in
which the person is a partner, or two or more
joint debtors who include the person;
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(ii)
the persons property becomes subject to
control under Division 2 of Part X of the
Bankruptcy Act 1966;(iii)
the person executes a deed of assignment or
deed of arrangement under Part X of the
Bankruptcy Act 1966;(iv)
the persons creditors accept a composition
under Part X of the Bankruptcy Act 1966; or(v)
the persons creditors accept a debt
agreement proposal under Part IX of the
Bankruptcy Act 1996,
  Batch Instruction
 (a)
    
    a Settlement
Transfer in Batch Settlement and, if the instruction is
for value, payment in DvP Batch Settlement; or
 (b)
    
    in respect of a
Payment Batch Instruction, payment in Batch Settlement,
  (a)
    
    a CCP Net Batch
Instruction;
 (b)
    
    a CCP Gross
Batch Instruction;
 (c)
    
    a CCP
Derivatives Payment Batch Instruction;
 (d)
    
    a Dual Entry
Batch Instruction;
 (e)
    
    a Dual Entry
Payment Batch Instruction;
 (f)
    
    a Single Entry
Batch Instruction; and
 (g)
    
    a Direct Batch
Instruction.
 Batch Settlement
 Business Day
 (a)
    
    a Saturday,
Sunday, New Years Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day; and
 (b)
    
    any other day
which ASTC notifies Facility Users is not a Business
Day.
 Business Hours
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Cash Sub-record
 (a)
    
    ancillary to a
Participants Net Position Record; and
 (b)
    
    tagged with an
RTGS Account Identifier,
  CCP
 CCP Batch Instruction
 CCP Derivatives Payment Batch Instruction
 CCP Gross Batch Instruction
 CCP Gross RTGS Instruction
 CCP Net Batch Instruction
 CDI
 (a)
    
    CUFS; and
 (b)
    
    DIs.
 CDI Register
 (a)
    
    an
Issuer-Sponsored Subregister of Holders of CDIs and a
CHESS Subregister of Holders of CDIs; or
 (b)
    
    with the
consent of ASTC, a CHESS Subregister of Holders of CDI.
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Note: ASTC may
consent to a CDI Register consisting of a CHESS
Subregister only, where the relevant offer is limited
to institutional Holders.
 Certificate
 Certificate Number
 Certificated Holding
 Change of Registration Details
 CHESS
 (a)
    
    ACH for the
purpose of clearing Cash Market Transactions and Cash
CCP Transactions; and
 (b)
    
    ASTC for the
purpose of settling transactions in Approved Financial
Products, Transfering Financial Products and
registering Transfers.
 CHESS Holding
 CHESS Provision
 (a)
    
    a provision of
these Rules; or
 (b)
    
    a provision of
Chapter 7 of the Corporations Act which is material to
the operation of CHESS.
 CHESS Renounceable Rights Subregister
 CHESS Software
 CHESS Subregister
 (a)
    
    that part of an
Issuers register;
 (b)
    
    that part of a
Foreign Issuers CDI Register, for a class of the
Issuers Approved Financial Products; or
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(c)
    
    the FDI
Register for a class of Participating International
Financial Products,
  CHESS to Certificated
 CHESS to CHESS
 CHESS to Issuer Sponsored
 Clearing Account
 Clearing Holding
 Clearing Participant
 Commencement Date
 Commission
 Communication
 Complete Corporate Action Record
 Confirmed FOR Indicator
 Note: the indicator
to be set in such instances is OR
 Confirmed FOR Financial Products
 (a)
    
    the number of
FOR Financial Products in a Holding whose Residency
Indicator is recorded by ASTC as F, calculated as the
current Holding Balance of FOR Financial Products; or
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(b)
    
    the number of
FOR Financial Products in a Holding whose Residency
Indicator is recorded as  F, at Start of Day,
adjusted by:
 (i)
    those Financial Products transferred into the
Holding pursuant to a Foreign to Foreign
Allocation during that Business Day; and(ii)
    any Conversions of those Financial Products
into or out of the Holding; and(iii)
    those Holding Adjustments initiated by an
Issuer pursuant to Rule 5.12.4; less(iv)
    that number of Financial Products transferred
out of the Holding pursuant to a Foreign to
Foreign Allocation during that Business Day.
 Contravention Notice
 Controlling Participant
 (a)
    
    Transfer or
Convert Financial Products from the Holding; or
 (b)
    
    transfer in
terms of Rule 13.19.2; or
 (c)
    
    Transmute FDIs
from the Holding.
 Conversion
 Convertible Form
 (a)
    
    the registry is
satisfied that the Registration Details for the
Certificates, SRN or other form of Source Holding match
the Registration Details for the Target Holding; and
 (b)
    
    the Participant
is able to initiate the Conversion message.
 Corporate Action
 (a)
    
    action taken by
an Issuer of Financial Products for the purpose of
giving an Entitlement to Holders of a class of the
Issuers Financial Products;
 (b)
    
    action taken by
a Principal Issuer for the purpose of giving an
Entitlement in respect of Principal Financial Products
held by a Depositary Nominee to Holders of CDIs; and
 (c)
    
    in relation to
Section 13 action taken by an issuer of Participating
International Financial Products for the purposes of
giving an Entitlement in respect to Participating
International Financial Products, held by a Depositary
Nominee.
 CS Facility
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CUFS
 Cum Entitlement
 Cum Entitlement Balance
 Cum Processing
 Current Valuation
 Custodial Purposes
 (a)
    
    the execution
of outstanding orders; or
 (b)
    
    the clearing
and settlement of outstanding transactions.
 Debit Cap
 Debit Cap Compliant
 Debit Cap Status
 (a)
    
    active; or
 (b)
    
    null
(inactive).
 Debit Limit
 (a)
    
    most recently
notified in accordance with Rules 11.9.1(c) and
11.9.3(c); and
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(b)
    
    recorded by
ASTC against the Net Position Record to which that
Debit Cap applies.
 Delivery Obligation
 Demand Report
 Demand Transfer
 Demand Transfer Settlement
 Depositary Nominee
 (a)
    
    CHESS
Depositary Nominees Pty Ltd (as long as it remains
admitted to participate in CHESS under Rule 4.3.1); or
 (b)
    
    a person
admitted as a General Settlement Participant under Rule
4.3.1, whose function is to hold Title or Other
Interest to Principal Financial Products or
Participating International Financial Products.
 Derivatives
 Derivatives Cover
 Despatch
 Despatch Date
 DI
 DI Issuer
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Direct Batch Instruction
 Direct Holding
 (a)
    
    the Controlling
Participant; or
 (b)
    
    if the
Controlling Participant is an incorporated entity, a
Related Body Corporate of that Participant; or
 (c)
    
    if the
Controlling Participant is a partnership, a nominee
company provided all of its issued capital is owned by
the partners.
 Disciplinary Register
 Disciplinary Tribunal
 Divestment
 Dual Entry Batch Instruction
 Dual Entry Batch Message
 Dual Entry Demand Message
 Dual Entry Demand Transfer
 Dual Entry Payment Batch Instruction
 Dual Entry Payment Batch Message
 Dual Entry RTGS Instruction
 Dual Entry RTGS Message
 Dual Entry Switch to Batch Settlement Message
 Dual Entry Switch to RTGS Message
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DvP Batch Instruction
 DvP Batch Settlement
 DvP Declaration
 DvP Instruction
 (a)
    
    a DvP Batch
Instruction; or
 (b)
    
    a DvP RTGS
Instruction.
 DvP Notification
 DvP Real Time Gross Settlement
 DvP RTGS
 DvP RTGS Instruction
 DvP Settlement
 (a)
    
    DvP Batch
Settlement; or
 (b)
    
    DvP Real Time
Gross Settlement.
 Effective Date
 EIS
 Election Date
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Employee
 End of Day
 End of Day Processing Phase
 Entitlement
 (a)
    
    rights;(b)
    
    bonus issues;(c)
    
    dividend,
interest and trust distribution payments;(d)
    
    priority
issues;(e)
    
    offers under an
equal access scheme; and(f)
    
    in relation to
Participating International Financial Products means
any equivalent or similar benefit (however described)
provided or offered by the issuer of the Participating
International Financial Products.
 Entitlement Date
 ETF Application
 ETF Financial Products
 (a)
    
    listed on an
Approved Market Operator;
 (b)
    
    with power and
approval to continually issue and have quoted on an
Approved Market Operator, Financial Products in the
scheme; and
 (c)
    
    which provides
for the issue of new Financial Products in return for
the subscriber transferring to the scheme a portfolio
of Financial Products.
 Event of Non-Compliance
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Ex Date
 Ex Entitlement
 Ex Period
 Excess Financial Products
 (a)
    
    those FOR
Financial Products determined by an Issuer that cause
the Foreign Ownership Percentage Level to be exceeded;
or
 (b)
    
    with the
exception of a Foreign to Foreign Allocation, those FOR
Financial Products determined by an Issuer, where the
Issuer is authorised to do so under its constitution or
governing legislation, to have been transferred into a
Holding with a Residency Indicator of F, on the day
when the Foreign Ownership Percentage Level Foreign
Holder Percentage Level is exceeded.
 Excluded Class of Financial Products
 Excluded Cash Sub-record
 Exemption Code
 Facility User
 (a)
    
    a Participant;
or
 (b)
    
    an Issuer of
Approved Financial Products.
 Fail
 FDI
 FDI Register
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FDI Transaction
 Feeder System
 Feeder System Queue
 (a)
    
    test RTGS
Instructions within CHESS in the manner contemplated by
Rules 11.18, 11.19 and 11.20; and(b)
    
    hold and allow
ASTC to monitor unsettled RTGS Instructions during the
RTGS Settling Phase.
 Fees and Charges Schedule
 Financial Products
 (a)
    
    Division 4
financial products as defined in Regulation 7.11.03 of
the Corporations Regulations; or(b)
    
    For the
purposes of Rule 8.3.2, financial products issued under
an employee incentive scheme and company issued
options.
 Financial Products Code
 Financial Products Shortfall
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Financial Products Transformation
 (a)
    
    an adjustment
to the Holding Balance of a CHESS Holding initiated by
the Issuer because Financial Products in the Holding
have:
 (i)
    
    been absorbed into an existing class of
Financial Products (for example, Financial
Products that do not rank for a Dividend to
Financial Products that do); or(ii)
    
    been assigned a new Financial Product Code
(for example, because of a Reconstruction); or
 (b)
    
    in respect of
Allocation Interests, an adjustment to a Holding of
Allocation Interests initiated by the Issuer in order
to despatch Approved Financial Products under Rule
15.27.
 Firm Allocation Component
 FOR Financial Products
 Foreign Clearing House
 (a)
    
    has its
principal place of business in a country other than
Australia;(b)
    
    is authorised
to provide clearing and settlement services in the
country in which it has its principal place of
business; and(c)
    
    is subject to
prudential and/or other regulatory supervision in the
country in which it has its principal place of business
by a regulatory authority that has entered into an
information sharing arrangement dealing with market
matters with the Commission.
 Foreign Confirmed Holding Net Movement Report
 (a)
    
    for the
specified period; and(b)
    
    in respect of
each CHESS Holding containing Confirmed FOR Financial
Products in the specified sets out a summary on a daily basis of:(c)
    
    total units
added to the Holding pursuant to Foreign to Foreign
Allocations;(d)
    
    total units
deducted from the Holding pursuant to Foreign to
Foreign Allocations;(e)
    
    total units
added to the Holding of Confirmed FOR Financial
Products as a result of registry authorised
transactions;
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(f)
    
    total units
deducted from the Holding of Confirmed FOR Financial
Products as a result of registry authorised
transactions; and(g)
    
    the end of day
closing balance for the Holding.
 Foreign Issuer
 Foreign Ownership Percentage Level
 Foreign Person
 (a)
    
    is a foreign
person;(b)
    
    is an associate
of a foreign person; or(c)
    
    has a
beneficial interest in the Financial Products, part of
that beneficial interest vesting in a Foreign Person,
  Note: a Residency
Indicator of F denotes a Foreign Person
 Foreign Register
 Foreign Financial Products
 Foreign to Foreign Allocation
  Full Download
 (a)
    
    the HINs of all
Holders on the Subregister; and(b)
    
    the Holding
Balances of all Holdings; and/or
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(c)
    
    the Cum
Entitlement Balances for all Holdings or former
Holdings.
 General Settlement Participant
 Held Balance
 Held Balance Reference Number
 HIN
 (a)
    
    identify a
Holder of Financial Products on the CHESS Subregister;
and(b)
    
    link the
Holding details maintained on the CHESS Subregister
with the Holders Registration Details.
 Holder
 (a)
    
    a person
registered as the legal owner of Financial Products in
a Holding;(b)
    
    a person who is
recorded as holding CDIs on the CDI Register;(c)
    
    a person who is
recorded on a record of Allocation Interests; or(d)
    
    a person who is
recorded as holding FDIs on the FDI Register.
 Holder Record
 Holder Record Lock
 Holder Type
 (a)
    
    establishes a
Holder Record;(b)
    
    controls a
CHESS Holding, (for example, Direct, Participant
Sponsored or Clearing Account).
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Holding
 (a)
    
    a number of
Financial Products of an Issuer held by a Holder on the
Issuers register;(b)
    
    a number of
CDIs held by a Holder on the CDI Register;(c)
    
    a number of
Allocation Interests recorded in respect of a Holder;
or(d)
    
    a number of
FDIs recorded as held by a Holder on an FDI Register.
 Holding Adjustment
 (a)
    
    give effect to
a Corporate Action or Reconstruction in relation to a
class of the Issuers Financial Products;(b)
    
    establish a
CHESS Holding pursuant to a new issue of Approved
Financial Products;(c)
    
    move Financial
Products from a CHESS Holding for the purpose of
Divestment or forfeiture; or(d)
    
    move Financial
Products to or from a CHESS Holding in such other
circumstances as:
 (i)
    
    are permitted by these Rules; or(ii)
    
    may be agreed between ASTC and the Issuer.
 Holding Balance
 Holding Lock
 Holding Net Movement Report
 (a)
    
    for the
specified period; and(b)
    
    in respect of
each CHESS Holding of Financial Products in the
specified class that has undergone a Holding Balance
change during the specified period,(c)
    
    sets out, a
summary on a daily basis of:
 (i)
    
    total units added to the Holding;(ii)
    
    total units deducted from the Holding;(iii)
    
    total units added to the Holding as a result
of registry authorised transactions;(iv)
    
    total units deducted from the Holding as a
result of registry authorised transactions;
and(v)
    
    the End of Day closing balance for the
Holding.
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Incapacity Law
 Industry Group
 (a)
    
    Participants or
senior officers of Participants; or(b)
    
    senior officers
of Issuers or of Issuers Third Party Providers.
 Instruction
 Issuer
 (a)
    
    a listed
company or company whose Financial Products are quoted
by a market licensee or by a financial market or type
of financial market exempted under section 791C of the
Corporations Act;(b)
    
    a warrant
issuer;(c)
    
    the responsible
entity of a managed investment scheme;(d)
    
    a Foreign
Issuer.
 Issuer Operated Subregister
 Issuer Sponsored Holding
 Issuer Sponsored Subregister
 (a)
    
    that part of an
Issuers register that records uncertificated Holdings
of Financial Products in accordance with Listing Rule
8.2; or(b)
    
    that part of a
CDI Register, that is administered by the Issuer (and
not ASTC).
 Issuer Sponsored to CHESS
 Issuer Warranties and Indemnities
 Last Corporate Action Event Date
 (a)
    
    the issue of
Financial Products only, the Despatch Date;(b)
    
    the payment of
money only, the due date of payment; or
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(c)
    
    a combination
of the issue of Financial Products and the payment of
money, the later of the Despatch Date and the due date
of payment,
  Listing Rules
 Locked
 MAC
 Marked Transfer
 Market Operator
 (a)
    
    ASX; or(b)
    
    in the Rules
made from time to time pursuant to arrangements entered
into under section 798C of the Corporations Act, in
relation to quoted financial products issued by ASX,
the Commission; or(c)
    
    in relation to:
 (i)
    
    a class of financial products quoted, or to
be quoted by; or(ii)
    
    a participant of a market licensee under the
Corporations Act other than ASX,
  (d)
    
    the operator of
a financial market or type of financial market exempted
under section 791C of the Corporations Act.
 Market Participant
 Marketable Parcel
  Marking Number
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Match and Matched
 Matched Messages
 (a)
    
    in relation to
Dual Entry RTGS Messages, Messages that are Matched
under Rule 11.13.3;(b)
    
    in relation to
Dual Entry Batch Messages, Messages that are Matched
under Rule 9.5.2 or 10.9.3;(c)
    
    in relation to
Dual Entry Switch to Batch Settlement Messages,
Messages that are Matched under Rule 11.12.3;(d)
    
    in relation to
Dual Entry Switch to RTGS Messages, Messages that are
Matched under Rule 10.6.1 or 10.11.8; and(e)
    
    in relation to
Dual Entry Payment Batch Messages, Messages that are
Matched under Rule 10.8.3,
  Maximum Percentage
 Maximum Value
 Message
 Net Position Record
 Net Position Record Status
 (a)
    
    active; or(b)
    
    inactive.
 Nominee Company
 Notice
 Notice of Death
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Off Market Transaction
 Offer
 (a)
    
    an offer for
subscription or an invitation to subscribe for
Financial Products, under which an Issuer must issue;
or(b)
    
    an offer under
which an Issuer must dispose of,
  Offer Accepted Subposition
 Old Corporations Act
 On Market Transaction
 (a)
    
    the transaction
was entered into in the ordinary course of trading on
an Approved Market Operators market; or(b)
    
    the transaction
is, under the operating rules of an Approved Market
Operator, described, or to be described, as special
when it is reported to the Approved Market Operator; or(c)
    
    in relation to
a transaction between a Participant and a Participant
who is not a Market Participant, a confirmation is
issued in relation to a transaction under paragraph (a)
or (b); or(d)
    
    in relation to
a transaction between two Participants that are not
Market Participants, the transaction is entered into
solely for the purpose of facilitating settlement of a
transaction of a kind referred to in paragraph (a) or
(b).
 Originating Message
 Other Interest
 Parent Batch Instruction
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Parent DvP Batch Instruction
 Parent DvP RTGS Instruction
 Parent Financial Products
 Parent Participant
 (a)
    
    in relation to
a group of Participants within paragraph (a) of the
definition of Participant Group, any Participant within
that group that is notified to ASTC by all the
Participants within that group; or(b)
    
    in relation to
a group of Participants within paragraph (b) of the
definition of Participant Group, the Settlement
Participant that is notified to ASTC by all the
Participants within that group.
  Parent RTGS Instruction
 Participant
 Participant Bidder
 Participant Change Notice
 Participant Group
 (a)
    
    a group of
Participants that are related bodies corporate within
the meaning of section 50 of the Corporations Act; or(b)
    
    a Settlement
Participant which has a written agreement with one or
more Account Participants and each of those Account
Participants with whom it has a written agreement.
  Participant Managed
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##### 



Participant Sponsored Holder
 Participant Sponsored Holding
 Participant Warranties and Indemnities
 Participation Requirements
 Participating International Financial Products
 (a)
    
    traded on a
market other than in Australia; and(b)
    
    declared by
ASTC under Rule 13.15 from time to time to be available
for settlement by means of FDIs.
 Note: financial
products in this definition are not restricted by
jurisdictional limits in the Corporations Act.
 Party
 (a)
    
    the Facility
User to whom a Contravention Notice was given in the
Proceeding; or,(b)
    
    ASTC or the
Facility User to or by whom an Appeal Notice was given
in the Appeal,
  Payment Batch Instruction
 (a)
    
    a CCP
Derivatives Payment Batch Instruction; or(b)
    
    a Dual Entry
Payment Batch Instruction.
 Payment Facility
 Payment Obligation
 Payment Shortfall
 (a)
    
    if the
Participants net obligation to make payment is not
authorised, the amount of the net obligation for which
authorisation is sought; or(b)
    
    if the
Participants net obligation to make payment is not
authorised, the difference between the amount of the
net obligation to make the payment that has already
been
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##### 



authorised by the Payments Provider and the amount of the
net obligation to make a payment for which further
authorisation is sought from the Payments Provider.
 Payment Systems and Netting Act
 Payments Provider
 (a)
    
    operates an
exchange settlement account with the Reserve Bank of
Australia in its own name;(b)
    
    has the
operational capacity to:
 (i)
    
    authorise and make payments on behalf of
Participants;(ii)
    
    make payments to Participants; and(iii)
    
    register entries in the Payments Provider
User Group for the purpose of discharging its
net obligation to make payment to the Bank or
its net entitlement to receive payment from
the Bank in accordance with the Standard
Payments Provider Deed;
 (c)
    
    meets the
technical and performance requirements prescribed by
ASTC to ensure that the person does not affect the
integrity or orderly operation of CHESS; and(d)
    
    is a person who
facilitates Batch Settlement by approving or making
payments in accordance with the terms and conditions of
the relevant Standard Payment Providers Deed.
 Payments Provider Managed
 Payments Provider User Group
 PID
 (a)
    
    used as the
identification code of the Participant that controls a
Holding on the CHESS Subregister; and(b)
    
    included in a
Message header to identify the source and/or
destination of CHESS Data Messages.
 Pre-Cash Settlement Period
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Pre-commencement Testing
 Prescribed Percentage
 Prescribed Person
 Principal
 (a)
    
    any parent body
of the body;(b)
    
    each Director
or person in the position of a Director;(c)
    
    where the body
consists of two or more partners or trustees, each
principal (within the meaning of paragraphs (a) and
(b)) of each of those partners or trustees.
 Principal Financial Products
 Principal Issuer
 (a)
    
    a Foreign
Issuer; or(b)
    
    a DI Issuer.
 Principal Register
 Procedures
  Proceeding
 Publish a Notice
 Real Time Gross Settlement
 Page 37 of 84




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##### 



Reciprocal Arrangement
 Recognised Market Operator
 Recognised Physical Access Point
 (a)
    
    in the case of
a Facility User, the physical location of an
application system that the Facility User employs to
operate an interface with CHESS; or(b)
    
    in the case of
ASTC, the physical location of the application system
that operates CHESS.
 Reconstruction
 Record Date
 Recorded
 Records
 Registrable Transfer Document
 Registration Details
 Related Body Corporate
 Related Party
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##### 



Remove
 Renounceable Rights Record
 Report
 Reporting Point
 (a)
    
    end of
Settlement Processing Phase;(b)
    
    Trade
Instruction Cut-Off;(c)
    
    End of Day.
 Reserve
 Reserved Processing Period
 Residency Indicator
 Restricted Financial Products
 Restriction
 Rights Period
 RITS
 RITS Postsettlement Advice
 RITS Presettlement Advice
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##### 



RITS/RTGS
 RITS Regulations
 Routine Reporting
 RTGS
 RTGS Account Identifier
 RTGS Accredited
 RTGS Business Day
 RTGS Contingency Report
 RTGS Cut-Off
 RTGS Delivery Shortfall
 (a)
    
    the number of
Financial Products of that class required to be
delivered from that Holding in Real Time Gross
Settlement under that RTGS Instruction on that day;(b)
    
    the number of
Financial Products of that class Reserved against that
Holding in relation to RTGS Instructions at that time
in the RTGS Settling Phase, and(c)
    
    prior to ASTC
recording under Rule 10.12.1(f)(ii) a movement of
Financial Products of that class against that Holding
to effect DvP Net Settlement on that day, the number of
Financial Products of that class that ASTC has
determined at Settlement Cut-off will be so recorded as
a movement against that holding at DvP Notification on
that day,
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##### 



(d)
    
    the total
number of Available Financial Products at that time in
the Holding.
 RTGS Eligible
 RTGS End of Day
 RTGS Instruction
 RTGS Instruction Cut-off
 RTGS Mandatory
 RTGS Message
 RTGS Participant
 (a)
    
    that satisfies
the criteria for participation in Real Time Gross
Settlement set out in Rule 11.5; and(b)
    
    for which a Net
Position Record has been established under the Rules
that records the Net Position Record Status as active.
 RTGS Participation Requirements
 RTGS Payments Provider
 (a)
    
    satisfies the
criteria for participation in Real Time Gross
Settlement in CHESS set out in Rule 11.6.1; and(b)
    
    has been
admitted to participate in Real Time Gross Settlement
in CHESS in that capacity.
 RTGS Pre-commencement Testing
 RTGS Settlement Date
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RTGS Settlement Report
 RTGS Settling Phase
 Rules
 Scheduled Time
 Section
 Security Key
 (a)
    
    generated by
ASTC; and(b)
    
    used to ensure
secure communications between ASTC and Facility Users.
 SEGC
 Segregated Account
 Settlement Account
 Settlement Adjustment
 Settlement Agent
 Settlement Agreement
 Settlement Amount
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Settlement Amount Tolerance
 Settlement Bond
 Settlement Cut-off
 Settlement Date
 Settlement Facility
 Settlement Holding
 Settlement Participant
 (a)
    
    a Participant
that has been admitted to participate in the Settlement
Facility as a General Settlement Participant; or(b)
    
    a person that
has been admitted to participate in the Settlement
Facility as a Specialist Settlement Participant.
 Settlement Processing Phase
 Settlement Transfer
 Single Entry Batch Message
 Single Entry Batch Instruction
 Single Entry Demand Message
 Single Entry Transfer Request
 Source Holding
 Specialist Settlement Participant
 Sponsoring Participant
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##### 



Sponsorship Agreement
 Sponsorship Bond
 SRN
 Standard Acceptance Form
 Standard Client Bank Deed
 Standard Conversion Form
 Standard Exercise Form
 Standard Payments Provider Deed
 Standing Buy Account Identifier
 Standing HIN
 Standing Instructions
 Standing Report
 Standing Sell Account Identifier
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Standing Settlement HIN
 Start of Day
 State of Emergency
 (a)
    
    fire, power
failure or restriction, communication breakdown,
accident, flood, embargo, boycott, labour dispute,
unavailability of data processing or any other computer
system or facility, act of God; or(b)
    
    act of war
(whether declared or undeclared) or an outbreak or
escalation of hostilities in any region of the world
which in the opinion of ASTC prevents or significantly
hinders the operation of the Settlement Facility; or(c)
    
    an act of
terrorism; or(d)
    
    other event
which, in the opinion of ASTC, prevents or
significantly hinders the operations of the Settlement
Facility.
 State of Emergency Rules
 Subposition
 (a)
    
    activity in
relation to Financial Products held in a CHESS Holding
may be restricted; and(b)
    
    access to those
Financial Products for limited purposes may be given to
a Participant other than the Controlling Participant.
 Subregister
 (a)
    
    in the case of
Financial Products other than CDIs, a CHESS Subregister
or an Issuer Operated Subregister; or(b)
    
    in the case of
CDIs, a CDI Register.
 Surveillance Report
 (a)
    
    Batch
Instructions notified to ASTC by an Approved Market
Operator under Rule 10.9.1; and(b)
    
    Batch
Instructions that result from Matched Dual Entry Batch
Messages,(c)
    
    to assist ASTC
in monitoring compliance with these Rules.
 Switch to Batch Settlement Message
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Takeover Consideration Code
 Takeover Transfer
 Takeover Transferee Holding
 Target Holding
 Target Transaction Identifier
 Tax
 Technical and Performance Requirements
 Terms and Conditions for FDI Controlling Participants
 TFN
 Third Party Provider
 (a)
    
    operates an
interface with CHESS;(b)
    
    performs any
obligations of a Facility User under these Rules; or(c)
    
    uses facilities
provided by ASTC,
  Title
 (a)
    
    legal title
where the Financial Products can be owned at law, and(b)
    
    equitable or
beneficial title where the Financial Products can be
owned only in equity.
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##### 



Total Security Balance Report
 Trade Date
 Trade Instruction Cut-Off
 Trading Day
 (a)
    
    a Saturday,
Sunday, New Years Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day; and(b)
    
    any other day
that ASTC may declare and publish is not a trading day.
 Transaction Identifier
 Transaction Statement
 Transfer
 (a)
    
    from a CHESS
Holding to any other Holding; or(b)
    
    from any
Holding to a CHESS Holding.
 Transfer Request Document
 Transition Period
 Transmit
 Note: Rule 16.17
specifies when a Facility User or ASTC is taken to have
Transmitted a Message.
 Transmute
 (a)
    
    Principal
Financial Products to be converted into CDIs, or CDIs
to be converted into Principal Financial Products; or
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(b)
    
    Participating
International Financial Products to be converted into
FDIs, or FDIs to be converted into Participating
International Financial Products;
  Transmutation Ratio
 Tribunal
 Tribunal Panel
 Trustee Company
 UIC
 (a)
    
    the UIC of an
Issuer;(b)
    
    a PID; or(c)
    
    such other
numeric code allocated by ASTC.
 Valid
 (a)
    
    identifies the
source of the Message in the Message header by
specifying a current source UIC that is compatible with
the specified AIC;(b)
    
    correctly
identifies the destination of the Message in the
Message header by specifying the current UIC for the
targeted Message recipient;(c)
    
    is formatted in
accordance with and contains all the mandatory data
requirements specified in the EIS;(d)
    
    has been
properly authenticated, (determined by reference to the
MAC); and(e)
    
    meets CHESS
encryption requirements specified in the EIS.
 Warranty and Indemnity Provision
 (a)
    
    the Participant
Warranties and Indemnities;(b)
    
    the Issuer
Warranties and Indemnities; or(c)
    
    the ASTC
Indemnity.
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Withdrawal Instructions
 (a)
    
    for the
Conversion of Financial Products in a Participant
Sponsored Holding to any other mode of Holding;(b)
    
    to initiate a
change of sponsorship for the Financial Products;(c)
    
    to endorse or
initiate an off market transfer of Financial Products;
or(d)
    
    to accept a
takeover offer for the Financial Products on behalf of
the Participant Sponsored Holder;(e)
    
    to accept a
takeover offer for the Securities on behalf of the
Participant Sponsored Holder.
  SECTION  8(ARROW) HOLDING FINANCIAL
PRODUCTS IN THE SETTLEMENT FACILITY
 SECTION  8(ARROW) HOLDING FINANCIAL PRODUCTS IN THE SETTLEMENT FACILITY
  (a)
    
    suspension and revocation of Approval;(b)
    
    establishing and dealing with Holdings of Financial Products and CHESS Subregisters; and(c)
    
    other provisions affecting Holdings (such as confidentiality, Holding Locks, reporting,
recording details, Corporate Actions and correction of errors).
 8.6 CHESS SUBREGISTERS
 8.6.1 Status of CHESS Subregister
  Page 49 of 84




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(a)
    
    subject to
paragraph (b), the CHESS Subregister for a class of an
Issuers Approved Financial Products forms part of the
Issuers principal register for that class of Financial
Products; and(b)
    
    if an Issuers
principal register for a class of Approved Financial
Products is located outside Australia, the CHESS
Subregister forms part of the Issuers principal
Australian register, notwithstanding the fact that the
Australian register is a branch register and forms a
part of the Issuers principal register outside
Australia.
  8.6.2 Information recorded and maintained
on a CHESS Subregister
  (a)
    
    the
Registration Details and HIN of each person with a
CHESS Holding of Financial Products in that class; and(b)
    
    in relation to
each such person, the number of Financial Products
held.
  8.6.3 HIN not to be taken to be included
in a register
  (a)
    
    the register
being open for inspection; or(b)
    
    furnishing a
copy of the register or any part of the register.
  8.6.4 Notice of location of stored
information
  (a)
    
    give notice to
the Commission in accordance with Section 1301(1) of
the Corporations Act specifying (subject to Rule 8.6.5)
the registered office of ASTC as the situation of the
place of storage of the information maintained by ASTC
on a CHESS Sub-register;(b)
    
    give a copy of
that notice to ASTC; and(c)
    
    give a copy of
that notice to the exempt or special stock market or
exempt financial market where the Issuers Financial
Products are quoted.
  8.6.5 Change of location of stored
information
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##### 



(a)
    
    ASTC must
promptly give Notice to the Issuer of the new place of
storage; and(b)
    
    the Issuer must
give notice to the Commission of the new place of
storage in accordance with Section 1301(4) of the
Corporations Act.
  8.6.6 Classes of Holdings on a CHESS
Subregister
  (a)
    
    Holdings that
are controlled by a Participant; or(b)
    
    such other
Holdings as are determined by ASTC, from time to time.
  8.7 ESTABLISHING A HOLDER RECORD
 8.7.1 Restrictions on establishing a
Holder Record
  (a)
    
    the person is a
Related Body Corporate of the Participant; or(b)
    
    the Participant
holds a current Sponsorship Agreement executed by the
Participant and the person.
  8.7.2 Establishing a Holder Record
  (a)
    
    establish a
Holder Record on CHESS for that person;(b)
    
    allocate a HIN
to that Holder; and(c)
    
    if the Holder
Record has been established for a Participant Sponsored
Holder, promptly send a Notice in relation to that
Holder Record to that Participant Sponsored Holder.
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8.7.3 Holder Record for Holding of FOR
Financial Products
  (a)
    
    establish a
separate Holder Record for that new Holding with the
appropriate Residency Indicator; and(b)
    
    transfer that
Holding to that Holder Record.
 Note: Because of
differing definitions of Foreign Person under the
governing legislation or constitution of different
Issuers with aggregate foreign ownership restrictions,
a Holders status (for the purposes of settling
transactions in FOR Financial Products) may differ
between Issuers.
 Where these
circumstances apply, Holders must have two distinct
Holder Records in CHESS; one with a Residency Indicator
of F and another with a Residency Indicator of D.
Holdings of particular Financial Products must then be
linked to the appropriate Holder Record.
  8.7.4 Indemnity by Participant where
Holder Record established incorrectly
  (a)
    
    the Participant
is not authorised to establish the Holder Record;(b)
    
    the Participant
has provided incorrect details in the Message; or(c)
    
    the Participant
has provided an incorrect Residency Indicator in the
Message,
  (d)
    
    ASTC from and
against all losses, damages, costs and expenses which
ASTC may suffer or incur by reason of that unauthorised
request or that Transmission of incorrect Holder Record
details or an incorrect Residency Indicator; and(e)
    
    if a Holding is
established using incorrect Holder Record details or an
incorrect Residency Indicator, the Issuer from and
against all losses, damages, costs and expenses which
the Issuer may suffer or incur by reason of that
Holding being established.Introduced 11/03/04 Origin SCH 5.4.4, 5.4.5
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##### 



8.7.5 Limitation on Participant indemnity
   8.8 ESTABLISHING A CHESS HOLDING
 8.8.1 A CHESS Holding may be established
  (a)
    
    a Participant
Transmits a Valid Originating Message that initiates a
Demand Transfer or Conversion;(b)
    
    ASTC Transmits
a Valid Originating Message that initiates a Settlement
Transfer; or(c)
    
    an Issuer
Transmits a Valid Message to initiate a Holding
Adjustment or a Financial Products Transformation,
  (d)
    
    that a new
Holding has been established; and(e)
    
    of the Holder
Record details.
  8.9 REPORTING TO PARTICIPANT SPONSORED
HOLDERS IN RESPECT OF DESPATCHED FINANCIAL PRODUCTS
 8.9.1 Issuer to send Holder a Notice
  (a)
    
    an Issuer makes
available forms of application for an Offer of Approved
Financial Products; and(b)
    
    an Approved
Market Operator gives that Issuer approval for
quotation of those Financial Products,
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(c)
    
    the HIN;(d)
    
    the
Registration Details; and(e)
    
    the Holding
Balance,
   8.10 RESTRICTION ON CHESS HOLDINGS
 8.10.1 Restrictions on number of joint holders
   8.10.2 Prohibition on Holdings of Less than a Marketable Parcel
  (a)
    
    the Holding of
less than a Marketable Parcel is expressly permitted
under an Issuers constitution; or(b)
    
    the Transfer
establishes a new Settlement Holding or Accumulation
Holding.
  8.10.3 Equitable Interests
  (a)
    
    any equitable,
contingent, future or partial interest in any Financial
Product; or(b)
    
    any other right
in respect of a Financial Product,
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8.11 CONFIDENTIALITY
 8.11.1 No disclosure except in certain circumstances
  (a)
    
    the HIN of a
CHESS Holding;(b)
    
    the PID of the
Controlling Participant of a CHESS Holding; or(c)
    
    the SRN for the
Holder of an Issuer Sponsored Holding,
  (d)
    
    the Holder of
that Holding;(e)
    
    the Holders
duly appointed attorney, agent or legal personal
representative;(f)
    
    if the Holding
is a CHESS Holding, the Controlling Participant for
that Holding; or(g)
    
    ASTC.
  8.11.2 Request for information by a Participant
  (a)
    
    details of the
SRN of a Holding on the Issuer Sponsored Subregister;(b)
    
    the Holding
Balance of a Holding on the Issuer Sponsored
Subregister;(c)
    
    the HIN of a
CHESS Holder; or(d)
    
    the PID of the
Controlling Participant of the CHESS Holding,
  (e)
    
    is taken to
have warranted to the Issuer or the other Participant
that it is the duly appointed agent of the Holder for
the purposes of obtaining the details requested;(f)
    
    indemnifies the
Issuer or the other Participant in respect of any loss
which the Issuer or the other Participant may suffer as
a result of the requesting Participant not being
authorised to request the information provided; and
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(g)
    
    is, in the case
of a request to the Issuer, taken to have acknowledged
that:
 (i)
    
    the details provided by the Issuer represent
information currently available to the Issuer
at the time of response and excludes
unregistered transactions; and(ii)
    
    the Issuer will not be liable for any loss
incurred by the Holder or the Participant as a
result of reliance on the details provided, in
the absence of information not available to
the Issuer at the time of providing those
details.
 Note:    A Participant
may request SRN and Issuer Sponsored Holding Balance
details from an Issuer via CHESS message where the
Participant is permitted to establish and maintain
Sponsored Holdings under Rule 6.3 and has provided ASTC
with a Sponsorship Bond of $500,000, refer Rule 6.7.
  8.11.3 Disclosure of information regarding Financial Products
  (a)
    
    the Holder of
that Holding;(b)
    
    the Controlling
Participant for that Holding;(c)
    
    the Issuer of
the Financial Products; or(d)
    
    if Rule 14.13
applies in relation to a takeover bid any of the
following:
 (i)
    
    the bidder;(ii)
    
    the CHESS Bidder; or(iii)
    
    any agent that the bidder or the CHESS Bidder
engages to prepare and distribute offer
documentation or process takeover acceptances.
  8.11.4 Circumstances where ASTC may disclose information
  (a)
    
    the Commission;(b)
    
    the Reserve
Bank of Australia;(c)
    
    an Approved
Market Operator;
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(d)
    
    an Approved
Clearing Facility;(e)
    
    the home
regulator of a Foreign Clearing House; or(f)
    
    SEGC
    8.11.5 Copyright information supplied to ASTC
   8.11.6 Request by Participant for PID
  (a)
    
    the PID of the
Controlling Participant;(b)
    
    the status of
the Controlling Participant; and(c)
    
    the status of
the HIN.
  (d)
    
    is taken to
have warranted to ASTC and the Controlling Participant
that it is the duly appointed agent of the Holder for
the purposes of obtaining the details requested; and(e)
    
    indemnifies
ASTC or any other Participant in respect of any loss
which ASTC or the other Participant may suffer as a
result of the requesting Participant not being
authorised to request the information provided.
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8.12 REGISTRATION DATE
 8.12.1 The date to be recorded for registration purposes
  (a)
    
    if the Source
Holding is a CHESS Holding, the date, as evidenced by
the CHESS processing timestamp, that ASTC Transmits to
the Issuer the Message to Transfer the Financial
Products; or(b)
    
    if the Source
Holding is an Issuer Sponsored Holding, the date the
Issuer Transmits to ASTC the Message authorising the
Transfer of the Financial Products.
  8.13 CHESS SUBREGISTER TO REMAIN OPEN ON
EACH BUSINESS DAY
 8.13.1 ASTC to keep CHESS Subregister open and must process Messages
  (a)
    
    unless
otherwise provided in these Rules, must not close a
CHESS Subregister; and(b)
    
    must process
Messages in accordance with these Rules.
  8.14 CLOSURE OF A CHESS SUBREGISTER
 8.14.1 Closure of a CHESS Subregister  other than where Financial
Products lapse, expire, mature etc.
  (a)
    
    ASTC revokes
Approval of a class of an Issuers Financial Products
under Rule 8.4.1(e) or 8.5.4; or(b)
    
    Approval of a
class of an Issuers Financial Products ceases under
Rule 8.4.8,
  (c)
    
    ASTC giving
such Notice as is reasonably practicable to the Issuer
and each Participant of:
 (i)
    
    the date of closure of the CHESS Subregister;
and(ii)
    
    the last day on which ASTC will process
Messages or classes of Messages Transmitted by
the Issuer or Participants;
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(d)
    
    the Issuer
using its best endeavours to ensure that all
outstanding processing that affects CHESS Holdings in
that class is completed prior to the date of closure of
the CHESS Subregister;(e)
    
    ASTC, on the
date of closure of the CHESS Subregister:
 (i)
    
    removing all Holdings on that Subregister to
an Issuer Sponsored Subregister; and(ii)
    
    giving Notice to the Issuer that the CHESS
Subregister has been closed;
 (f)
    
    ASTC sending a
Holding statement in accordance with Rule 8.18.6 to
each Participant Sponsored Holder of Financial Products
on the CHESS Subregister advising that the Holding has
been Converted to an Issuer Operated Subregister; and(g)
    
    on the day of
such closure or on any subsequent Business Day ASTC may
archive that CHESS Subregister provided that on the
archiving day it must notify the Issuer and
Participants confirming the archival of that
Subregister.
  8.14.2 Closure of a CHESS Subregister  where Financial Products
lapse, expire, mature etc.
  (a)
    
    in the case of
the class of Approved Financial Products being warrants
eligible to be traded under the operating rules of an
Approved Market Operator not less than 10 Business Days
after the date on which the cessation occurred;(b)
    
    in the case of
any other class of Approved Financial Products not less
than 20 Business Days after the date on which the
cessation occurred; and
  (c)
    
    subject to Rule
8.14.3, reject all Messages Transmitted by the Issuer
or Participants that affect a CHESS Holding on that
Subregister; and(d)
    
    notify the
Issuer, and each Participant confirming the archival of
that Subregister.
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8.14.3 Report facilities to be provided by ASTC
   13.1 APPLICATION OF CDI RULES
 13.1.1 Effect of Rules 13.1 to 13.13
    13.2 PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL PRODUCTS
 13.2.1 Approval of person as Principal Issuer
 A
    
    person who has applied for:(a)
    
    a class of Principal Financial Products; or(b)
    
    CDIs issued over a class of Principal Financial Products,
  (c)
    
    act as Principal Issuer in relation to CDIs issued or to be issued in
respect of those Principal Financial Products; and(d)
    
    to have those CDIs approved.
  13.2.2 Appointment of Depository Nominee and issue of CDIs
  (a)
    
    appoint a Depository Nominee for the purpose of complying with these
Rules;(b)
    
    give Notice to ASTC of:
 (i)
    
    the identity of the Depository Nominee appointed by
the Principal Issuer; and(ii)
    
    the Transmutation Ratio for the Principal Financial
Products;
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(c)
    
    make arrangements satisfactory to ASTC to enable the Principal Issuer
to comply with the requirements of Rules 13.4.3 and 13.5; and
 (d)
    
    make arrangements satisfactory to ASTC to issue CDIs or make them
available in respect of that class of Principal Financial Products to each person
who has:
 (i)
    
    an entitlement to those CDIs or Principal Financial
Products; and(ii)
    
    where applicable, not elected to take a document of
Title to those Principal Financial Products.
  13.2.3 Vesting arrangements for Principal Financial Products
  (a)
    
    cause the Title to any Principal Financial Products that are to be held
in the form of CDIs to be vested in the Depositary Nominee nominated by the
Principal Issuer under Rule 13.2.2, in a manner recognised by Australian law and
all applicable foreign laws;(b)
    
    immediately give Notice to ASTC that Title to the Principal Financial
Products has vested in the Depositary Nominee; and(c)
    
    record:
 (i)
    
    the CDIs corresponding to the Principal Financial
Products on the CHESS Subregister or the Issuer Sponsored Subregister, as
the case requires; and(ii)
    
    the information required to be recorded under these
Rules in such manner as to identify each Holder of the CDIs, whether on
the CHESS Subregister or the Issuer Sponsored Subregister.
  13.2.4 Effective date of approval  CDIs as Approved Financial Products
   13.2.5 CDIs as Approved Financial Products  transitional provision
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13.3 TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS
 13.3.1 Transmutation of Principal Financial Products to CDIs at Election of Holder
  (a)
    
    as soon as possible, cause Title to the quantity of Principal Financial
Products specified in the Notice to be vested in the Depositary Nominee for those
Principal Financial Products;(b)
    
    record:
 (i)
    
    the CDIs corresponding to the Principal Financial
Products on the CDI Register; and(ii)
    
    the information required to be recorded under these
Rules in such manner as to identify each Holder of the CDIs, on the CDI
Register; and
 (c)
    
    give Notice to the Holder that the Transmutation has been effected.
  13.3.2 Transmutation of Principal Financial Products to CDIs for Settlement Purposes
    13.3.3 Participant may initiate a Transmutation on behalf of a person
   13.4 CONSEQUENCES OF VESTING TITLE IN DEPOSITARY NOMINEE
 13.4.1 Trust for holders of CDIs
   13.4.2 Identification of CDI Holders
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(a)
    
    in accordance with Rule 13.2.3, the Principal Issuer has recorded the
person in the CDI Register as the holder of CDIs for those Principal Financial
Products; or(b)
    
    under Rule 13.3.1, the person is the former Holder of the Principal
Financial Products to which the CDIs relate, or that persons nominee.
  13.4.3 Immobilisation of Principal Financial Products
   (i)
    
    where a Certificate is issued as evidence of Title to
those Financial Products, make arrangements satisfactory to ASTC for any
Certificate representing its holding of Principal Financial Products to be
held by the Principal Issuer for safekeeping; or(ii)
    
    where the Financial Products are held on account in
an Approved Clearing House, ensure that a Segregated Account is maintained
in respect of those Financial Products, which must constitute the
Principal Register for the purposes of these Rules;
 (b)
    
    not dispose of any of those Principal Financial Products unless
authorised by these Rules; and(c)
    
    not create any interest (including a security interest) which is
inconsistent with the Title of the Depositary Nominee to the Principal Financial
Products and the interests of the Holders of CDIs in respect of the Principal
Financial Products unless authorised by these Rules.
  13.5 REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS
 13.5.1 Issuer to establish and maintain Principal Register and CDI Register
  (a)
    
    a Principal Register in Australia which contains all of the information
that would otherwise be required to be kept by the Principal Issuer if it
maintained an Australian branch register for those Financial Products; and(b)
    
    a CDI Register in Australia that contains all of the information that
would otherwise be required to be kept under the Corporations Act as if the
Principal Issuer were an Australian listed public company and the CDIs were
Financial Products of that company.
  13.5.2 Reconciliation of Registers
  (a)
    
    the total number of CDIs on the CDI Register reconciles to the total
number of Principal Financial Products registered in the name of the Depositary
Nominee on the Principal Register; and
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(b)
    
    where applicable, it has one or more Certificates registered in the
name of the Depositary Nominee in its possession which represent the same number of
Principal Financial Products as are registered in the name of the Depositary
Nominee on the Principal Register.
  13.5.3 Right of Inspection of Principal Register and CDI Register
  (a)
    
    a Principal Register; or(b)
    
    a CDI Register,
    13.5.4 Issuer Sponsored Subregisters and CHESS Subregisters for CDIs
  (a)
    
    an Issuer Sponsored Subregister; and(b)
    
    a CHESS Subregister,
   13.5.5 Third Party Provider as Agent  [Deleted]
  13.5.6 Agents of Principal Issuer
   13.5.7 Depositary Nominee obliged to ensure information is provided to Principal Issuer
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13.5.8 Power of Attorney
  (a)
    
    to execute any transfer for the purposes of Rule 13.3; and(b)
    
    to do all things necessary or desirable to give full effect to the
rights and obligations of the Depositary Nominee in Rules 13.1 to 13.13;
   13.5.9 Delegation by Principal Issuer under Power of Attorney
  (a)
    
    delegate its powers to any person for any period;(b)
    
    at its discretion, revoke any such delegation; and(c)
    
    exercise or concur in exercising any power despite the Principal
Issuer or a delegate of the Principal Issuer having a direct or personal interest
in the mode or result of the exercise of that power.
  13.5.10 Indemnity
  (a)
    
    the Depositary Nominee;(b)
    
    ASTC;(c)
    
    the transferor or the beneficial owner of the Principal Financial
Products, as the case requires; and(d)
    
    each Participant,
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13.5.11 ASTC holds benefit of warranties for Depositary Nominee
   13.5.12 Principal Issuer and Depositary Nominee not to interfere in Transfer and Transmutation
  (a)
    
    a paper-based transfer of Principal Financial Products;(b)
    
    a Transfer of CDIs;(c)
    
    a Transmutation of Principal Financial Products to CDIs;(d)
    
    a Transmutation of CDIs to Principal Financial Products;(e)
    
    a shunt from a DI Register to a Principal Register; or(f)
    
    a shunt from a Principal Register to a DI Register.
  13.5.13 No Notice of Unregistered Interests
    13.5A TERMINATION OI CDI HOLDING BY THE DEPOSITARY NOMINEE
 13.5A.1 Termination of rust over Principal Financial Products
   (a)
    
    the Depositary Nominee holds the Principal Financial Products and any
other relevant property on trust for distribution to each Holder of CDIs and
otherwise on the same terms as far as practicable as it held the Principal
Financial Products and other relevant property before such revocation of trust;(b)
    
    the Depositary Nominee may, in its absolute discretion, continue to
hold on trust the Principal Financial Products and any other relevant property for
any period determined by the Depositary Nominee instead of distributing that
property to the Holder of CDIs and, in doing so, the Depositary Nominee will not
be liable for any loss, cost, damage or expense
suffered by the Holder of CDIs (except where such loss, cost, damage or expense is
directly caused by the Depositary Nominees actual fraud or dishonesty); and
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(c)
    
    the Depositary Nominee may appoint a custodian or agent (including
the Principal Issuer) for the purpose of holding Principal Financial Products and
any other relevant property (including, without limitation, net proceeds referred
to in Rule 13.5A.2(c)) or performing any of its duties relating to the
distribution or holding of property or for any other purpose for which a trustee
may appoint an agent.
  13.5A.2 Distribution of Principal Financial Products and power of sale
  (a)
    
    the Depositary Nominee may, in its absolute discretion, notify the
affected Holders of CDIs in accordance with the Procedures of a procedure by which
the Principal Financial Products and any other relevant property will be
distributed to Holders;(b)
    
    subject to any law or rule of any financial market where the
Principal Financial Products are listed or quoted, the Principal Issuer must use
all reasonable endeavours to assist the Depositary Nominee to distribute the
Principal Financial Products and any other relevant property to Holders of CDIs in
accordance with the procedure notified by the Depositary Nominee; and(c)
    
    if the Depositary Nominee, after taking any steps specified in the
Procedures, has been unable to distribute the Principal Financial Products and any
other relevant property to a Holder of CDIs, then the Depositary Nominee may sell
the Principal Financial Products and any other relevant property and hold the net
proceeds on trust for distribution to the Holder of CDIs and may, after any period
specified by law for holding unclaimed moneys, remit those monies to a regulatory
authority in accordance with relevant law.
  13.5A.3 Exercise of power of sale
  (a)
    
    sell, dispose of, transfer or otherwise deal with the Principal
Financial Products and any other relevant property to any person including without
limitation to an associate of any of the Principal Issuer, the Holder of CDIs or
the Depositary Nominee;(b)
    
    effect any sale by a single contract or in separate lots or parcels
or in any other manner that the Depositary Nominee may in its absolute discretion
think fit, with power to the Depositary Nominee to apportion the sale price and
all costs, expenses, purchase money and fees between the Principal Financial
Products so dealt with, provided the apportionment is fair and equitable;(c)
    
    subject to any contrary rule of law or equity, allow a purchaser of
the Principal Financial Products any time for payment of the whole or any part of
the purchase money either with interest at any rate or without interest and either
upon the security of the property sold or any part or upon any other security or
without any security and the conditions of sale may include such special
conditions as the Depositary Nominee may in its absolute discretion think fit;(d)
    
    receive and retain the proceeds of any sale and issue receipts in respect of such
proceeds; or
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(e)
    
    sign deeds of sale with respect to the sale of any Principal
Financial Product and any other relevant property, and execute any other documents
as may be required to transfer the rights of such Principal Financial Products or
any other relevant property.
  13A.5A.4 Limitation of liability
  (a)
    
    incurring any personal liability in connection with that exercise or
its consequences unless it is committed, made or omitted in bad faith or as a
result of negligence or wilful default; and(b)
    
    any breach of duty or trust whatsoever, unless it is committed, made
omitted in bad faith or as a result of negligence or wilful default.
  13.5A.5 Appointment of custodian or agent
  (a)
    
    the Depositary Nominee may in its absolute discretion appoint one or
more persons whom the Depositary Nominee determines to be properly qualified to
act as the custodian or agent in respect of the Principal Financial Products and
any other relevant property (including, without limitation, net proceeds referred
to in Rule 13.5A.2(c)) (Relevant Property);(b)
    
    the Depositary Nominee and the custodian or agent must execute a
written agreement setting out the terms and conditions in relation to the
appointment of the custodian or agent which provides among other things:
 (i)
    
    that the appointment of the custodian or agent will
be subject to such conditions as the Depositary Nominee may from time to
time determine, and the Depositary Nominee may delegate to and confer upon
the appointed custodian or agent any authorities, powers and discretions
as the Depositary Nominee sees fit;(ii)
    
    a representation from the custodian or agent to the
Depositary Nominee that it has the skill, facilities, capacity and staff
to carry out the duties of a custodian or agent;(iii)
    
    a representation that the custodian or agent agrees
to follow any proper instructions or communications from the Depositary
Nominee or any relevant regulatory authority in relation to the transfer,
disposal or remittance of the Relevant Property;(iv)
    
    for such other matters that by law are required to be
specified in the written agreement between the Depositary Nominee and the
custodian or agent;
 (c)
    
    any consideration or fees applying to the provision of custodian or
agency services under this Rule 13.5A will be deducted from the Relevant Property
by the custodian or agent (or as otherwise determined in accordance with the
relevant custody or agency agreement referred to in this Rule 13.5A); and(d)
    
    where the Depositary Nominee appoints a custodian or agent in
accordance with this clause 13.5A, the exercise of that power does not involve on
the part of the Depositary Nominee:
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(i)
    
    incurring any personal liability in connection with
that exercise or its consequences unless it is committed, made or omitted
in bad faith or as a result of negligence or wilful default; and(ii)
    
    any breach of duty or trust whatsoever unless it is
committed, made or omitted in bad faith or as a result of negligence or
willful default.
  13.6 CORPORATE ACTIONS
 13.6.1 Application of Rules
   13.6.2 Distribution of Dividends to Holders of CDIs
   13.6.3 Direction and Acknowledgment by Depositary Nominee
  (a)
    
    the Principal Issuers constitution; and(b)
    
    all laws governing the entitlement to dividends of a Depositary Nominee
of the Principal Issuer,
   13.6.4 Discharge of Principal Issuers obligation to pay dividend to Depositary Nominee
   13.6.5 Payment by Depositary Interest Issuer
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13.6.6 Payment Obligations
   13.6.7 Corporate Actions
 (a)
    
    Subject to paragraph (d), if CDIs in respect of a class of Principal
Financial Products are approved under Rule 13.2, the Principal Isser must
administer all Corporate Actions that result in:
 (i)
    
    the issue of additional or replacement Financial
Products in respect of the Principal Financial Products; or(ii)
    
    the cancellation, buy back or other reduction in number by whatever
means of the Principal Financial Products (whether in whole or part), as if
each Holder of CDIs with respect to the Depositary Nominees Holding is a
Holder of a corresponding number of Principal Financial Products, so that
the Holding of each Holder of CDIs is adjusted as a result of the Corporate
Action (whether by issuing additional or replacement CDIs to Holders of
CDIs, or by cancelling or otherwise reducing the number of CDIs in the
existing Holdings of Holders of CDIs, as the case may be) based on relevant
Cum Entitlement Balances as at End of Day on the Record Date for the
Corporate Action on the same terms as would otherwise have applied if the
Holders of CDIs were Holders of the Principal Financial Products.
 (b)
    
    If the benefits conferred in the Corporate Action are additional or
replacement Financial Products as described in paragraph (a)(i), the Principal
Issuer must ensure that those Financial Products are vested in the Depositary
Nominee as Holder of the Principal Financial Products and the benefits are
distributed to Holders of CDIs in the form of CDIs corresponding to those
Principal Financial Products.(c)
    
    The Principal Issuer must ensure that the benefit of Corporate
Actions is conferred on Holders of CDIs in proportions determined by the
Transmutation Ratio.(d)
    
    If:
 (i)
    
    the laws of the Principal Issuers jurisdiction of
incorporation do not permit the Principal Issuer to administer a Corporate
Action as if each Holder of CDIs with respect to the Depositary Nominees
Holding is the Holder of a corresponding number of Principal Financial
Products in the manner described in paragraph (a); and(ii)
    
    the Principal Issuer has:
 (A)
    
    so notified ASTC in writing;(B)
    
    given ASTC:
 a.
    
    written details
of an alternative proposal (Alternative Proposal)
under which the number of Principal Financial Products
held by the Depositary Nominee (when adjusted in
accordance with the Alternative Proposal), combined with
any other benefits (if any) to be conferred on the
Depositary
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Nominee pursuant to the Alternative Proposal (such as
cash), will result in each CDI Holder being placed as
nearly as practicable in the same economic position as a
result of the Corporate Action as if the Principal Issuer
had administered the Corporate Action in the manner
described in paragraph (a); or
 b.
    
    if the laws of
the Principal Issuers jurisdiction of incorporation
require the Corporate Action, so far as it concerns the
Depositary Nominee and the Holders of CDIs with respect
to the Depositary Nominees Holding, to be administered
having regard only to the Depositary Nominees holding
of Principal Financial Products at that time, to the
exclusion of all other considerations, and such laws do
not admit of any alternative proposal under which the
interests of Holders of CDIs with respect to the
Depositary Nominees Holding may be taken into account
(including, without limitation, by the payment of cash
consideration in lieu of any additional CDIs to which
the Holders of CDIs would have been entitled if the
Principal Issuer had administered the Corporate Action
in the manner described in paragraph (a)), a statement
to that effect (Statement);
 (C)
    
    provided an undertaking to ASTC that
it has disclosed the details of the Corporate Action (including
details of any Alternative Proposal or Statement, as applicable)
to Holders of CDIs in accordance with all applicable laws; and(D)
    
    provided to ASTC any additional
information or documents which ASTC requests for the purpose of
evaluating the Corporate Action (as it affects CDI Holders) and
the Alternative Proposal or Statement (as applicable) including,
without limitation, a legal opinion satisfactory to ASTC
confirming the matters referred to in paragraph (d)(i) and such
other matters related to the Corporate Action and the Alternative
Proposal or Statement (as applicable) as ASTC in its discretion
may nominate; and
 (iii)
    
    ASTC has confirmed in writing its acceptance of the
Alternative Proposal or Statement (as applicable),
  (iv)
    
    the Corporate Action is administered in accordance
with the Alternative Proposal or Statement (as applicable); and(v)
    
    the Holding of each Holder of CDIs is adjusted as a
result of the Corporate Action accordingly.
  (vi)
    
    endorse, promote or otherwise support the Alternative Proposal or
Statement;(vii)
    
    express any view about the merits or the correctness
of the legal and factual basis of the Alternative Proposal or Statement or
any other matter connected with them; or
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(viii)
    
    accept any liability in connection with the Corporate Action,
Alternative Proposal or Statement.
   13.6.8 Dividend Reinvestment and Bonus Share Plans
  (a)
    
    make available to Holders of CDIs, based on relevant Cum Entitlement
Balances as at End of Day on the Record Date for determining entitlements, all
benefits and entitlements arising under the dividend reinvestment scheme or bonus
share plan, as the case requires;(b)
    
    distribute all benefits and entitlements arising under the dividend
reinvestment scheme or bonus share plan, as the case requires, to Holders of CDIs
in proportions determined by the Transmutation Ratio;(c)
    
    ensure that any right under such a plan to elect to receive financial
products rather than cash is exercised by Holders of CDIs rather than the
Depositary Nominee; and(d)
    
    if a Holder of CDIs elects to receive financial products, issue
Principal Financial Products to the Depositary Nominee and distribute
corresponding CDIs to the Holder of CDIs.
  13.6.9 Exercise of Holder rights
  (a)
    
    any direction given by a Holder of CDIs; or(b)
    
    any direction of Holders of CDIs given by ordinary resolution at a
meeting of Holders of CDIs.
  13.6.10 Fractional Entitlements
 (a)
    
    Subject to paragraph (b), if a Corporate Action would give Holders of
CDIs a fractional entitlement to additional or replacement Principal Financial
Products (if they held Principal Financial Products directly), the Principal
Issuer must ensure that:
 (i)
    
    the number of additional or replacement Principal
Financial Products issued to the Depositary Nominee is calculated as if
each Holder of CDIs with respect to the Depositary Nominees Holding is a
Holder of a corresponding number of Principal Financial Products; and
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(ii)
    
    Holders of CDIs receive additional or replacement
CDIs reflecting the entitlements so calculated.
 (b)
    
    If:
 (i)
    
    the laws of the Principal Issuers jurisdiction of incorporation do not
permit the Principal Issuer to calculate the number of additional or
replacement Principal Financial Products issued to the Depositary Nominee
in the manner described in paragraph (a)(i) and to ensure that Holders of
CDIs receive additional or replacement CDIs reflecting the entitlements so
calculated; and(ii)
    
    the Principal Issuer has:
 (A)
    
    so notified ASTC in writing;(B)
    
    given ASTC:
 a.
    
    written details of an
alternative proposal (Alternative Proposal) under which
the number of additional or replacement Principal Financial
Products issued to the Depositary Nominee, combined with
any other benefits (if any) to be conferred on the
Depositary Nominee pursuant to the Alternative Proposal
(such as cash), will result in each CDI Holder receiving as
nearly as practicable the same economic benefit as a result
of the Corporate Action as if the number of additional or
replacement Principal Financial Products issued to the
Depositary Nominee had been calculated in the manner
described in paragraph (a)(i) and the Principal Issuer had
ensured that Holders of CDIs received additional or
replacement CDIs reflecting the entitlements so calculated;
orb.
    
    if the laws of the
Principal Issuers jurisdiction of incorporation require
the number of additional or replacement Principal Financial
Products issued to the Depositary Nominee to be calculated
having regard only to the Depositary Nominees holding of
Principal Financial Products at that time, to the exclusion
of all other considerations, and such laws do not admit of
any alternative proposal under which the interests of
Holders of CDIs with respect to the Depositary Nominees
Holding may be taken into account (including, without
limitation, by the payment of cash consideration in lieu of
such additional or replacement CDIs as the Holders of CDIs
would have received if the number of additional or
replacement Principal Financial Products issued to the
Depositary Nominee had been calculated in the manner
described in paragraph (a)(i)), a statement to that effect
(Statement);
 (C)
    
    provided an undertaking to ASTC that
it has disclosed the details of the Corporate Action (including
details of any Alternative Proposal or Statement, as applicable)
to Holders of CDIs in accordance with all applicable laws; and(D)
    
    provided to ASTC any additional
information or documents which ASTC requests for the purpose of
evaluating the Corporate Action (as it affects CDI Holders) and
the Alternative Proposal or Statement (as applicable) including,
without limitation, a legal opinion satisfactory to ASTC
confirming the matters referred to in paragraph (b)(i) and such
other matters related to the Corporate Action and the Alternative
Proposal or Statement (as applicable) as ASTC in its discretion
may nominate; and
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(iii)
    
    ASTC has confirmed in writing its acceptance of the
Alternative Proposal or Statement (as applicable),
  (iv)
    
    the number of additional or replacement Principal
Financial Products issued to the Depositary Nominee is calculated in
accordance with the Alternative Proposal or Statement (as applicable); and(v)
    
    Holders of CDIs receive additional or replacement
CDIs reflecting the entitlements so calculated.
  (vi)
    
    endorse, promote or otherwise support the
Alternative Proposal or Statement;(vii)
    
    express any view about the merits or the
correctness of the legal and factual basis of the Alternative Proposal or
Statement or any other matter connected with them; or(viii)
    
    accept any liability in connection with the Corporate Action,
Alternative Proposal or Statement or any other matter connected with
them; or(viii)
    
    accept any liability in connection with the corporate Action,
Alternative Proposal or Statement.
   13.6.10A Disposal of surplus Principal Financial Products
  (a)
    
    the Depositary Nominee receives Principal Financial Products in
connection with a Corporate Action; and(b)
    
    following receipt of the Principal Financial Products, the Depositary
Nominees Holding of Principal Financial Products exceeds the aggregate of each
CDI Holders entitlement to a whole number of Principal Financial Products,
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13.6.11 General Direction and Acknowledgment by Depositary Nominee
  (a)
    
    is taken to have directed the Principal Issuer to administer all
Corporate Actions of the Principal Issuer in the manner provided in these Rules;
and(b)
    
    acknowledges that compliance with these Rules discharges the Principal
Issuers obligation to make the benefit of a Corporate Action available to the
Depositary Nominee.
  13.6.12 Transmutations of Financial Products and associated Entitlements
   13.6.13 Divestment of small Holdings
  (a)
    
    in accordance with the Listing Rules, a Holder of less than a specified
number of Principal Financial Products can be subject to divestment or sale of
those Principal Financial Products by the Principal Issuer; and(b)
    
    a Holder of CDIs would be subject to divestment or sale if it held the
corresponding number of Principal Financial Products directly,
   13.6.14 Depositary Nominee may consent to sale or divestment
   13.6.15 Principal Issuer must distribute proceeds
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13.6.16 Indemnity by Principal Issuer
   13.7 TAKEOVERS
 13.7.1 Depositary Nominee to accept only if authorised by Holders of CDIs
   13.7.2 Acceptance with respect to Holders of CDIs on CHESS Subregister
  (a)
    
    Principal Financial Products are held by a Depositary Nominee; and(b)
    
    the corresponding CDIs are held on a CHESS Subregister,
   13.7.3 Acceptance with respect to Holders of CDIs on Issuer-Sponsored Subregister
  (a)
    
    Principal Financial Products are held by a Depositary Nominee; and(b)
    
    corresponding CDIs are held on the Issuer Sponsored Subregister,
  (c)
    
    as soon as possible after the date of receipt of the takeover offer
from the offeror, despatch to each Holder of CDIs registered on the CDI Register at
the date of the offer, copies of the offer documentation, together with any other
documents despatched to target holders of the Principal Financial Products; and(d)
    
    ensure that the offer documentation despatched to Holders of CDIs
includes a Notice in a form acceptable to ASTC in accordance with the Procedures.
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13.7.4 Processing of acceptances from Holders of CDIs
  (a)
    
    the offeror receives and processes acceptances from Holders of CDIs or
appoints a receiving agent in Australia to receive and process acceptances with
respect to Holders of CDIs on the Issuer Sponsored Subregister; and(b)
    
    either the offeror or the offerors receiving agent provides the
Depositary Nominee with a clear statement of the number of Principal Financial
Products held by the Depositary Nominee with respect to which acceptances of
Holders of CDIs have been received, in sufficient time to enable the Depositary
Nominee to lodge a valid acceptance of the offer with the offeror as holder of the
Principal Financial Products.
  13.7.5 Liability of Depositary Nominee
  (a)
    
    the Principal Issuer;(b)
    
    Holders of Principal Financial Products;(c)
    
    Holders of CDIs;(d)
    
    any person claiming an interest in Principal Financial Products or
CDIs; or(e)
    
    the takeover offeror,
  (f)
    
    acts contrary to a statement of a receiving agent given under Rule
13.7.4(b) or contrary to the information supplied to it by ASTC regarding takeover
acceptances with respect to Holdings on the CHESS Subregister for the CDIs;(g)
    
    acts negligently or in breach of these Rules; or(h)
    
    negligently fails to lodge the acceptance or acceptances before the
close of the offer period.
  13.8 VOTING ARRANGEMENTS
 13.8.1 Interpretation
  (a)
    
    in respect of a share, constitution as defined in the Corporations Act;
or(b)
    
    in respect of a Financial Product other than a share, the document
which creates the right for a holder of Financial Products to attend and vote at
meetings of holders of Financial Products of that class and to appoint proxies in
respect of that voting.
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13.8.2 Principal Issuer to notify Holders of CDIs
   Note: this Rule 13.8.2 is intended to cover the means by which a notice of
meeting may be given under section 249J of the Corporations Act.
  13.8.3 Holders of CDIs may give Directions to Depositary Nominee
  (a)
    
    appoint more than one proxy for the purpose of voting at a meeting of
the Principal Issuer; and(b)
    
    cast different proxy votes for different parts of the Holding.
  13.8.4 Proxies to indicate results of resolution
   13.8.5 Determining the number of Financial Products for each proxy
  (a)
    
    taking the number of CDIs in favour of the resolution;(b)
    
    taking the number of CDIs against the resolution;(c)
    
    applying the transmutation ratio to those CDIs; and(d)
    
    entering the resultant number of Principal Financial Products on the
appropriate proxy.
  13.8.6 Depositary Nominee appointing a single proxy
  (a)
    
    take the number of CDIs in favour of the resolution;(b)
    
    take the number of CDIs against the resolution;(c)
    
    determine the net voting position either in favour of or against the
resolution;
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(d)
    
    apply the transmutation ratio to those CDIs; and(e)
    
    accordingly enter the resultant number of Principal Financial Products
on the proxy.
  13.8.7 Voting instructions by Depositary Nominee
   13.8.8 Depositary Nominee to appoint Holders of CDIs as proxy
  (a)
    
    the constitution of the Principal Issuer allows the Depositary Nominee
to appoint Holders of CDIs or a person nominated by a Holder of CDIs as its proxy;
and(b)
    
    the Holder of CDIs has informed the Principal Issuer that the Holder
wishes to nominate another person to be appointed as the Depositary Nominees
proxy.
  13.8.9 Principal Issuer must notify Holders of CDIs of their Rights
  (a)
    
    include with the Notice of meeting given under Rule 13.8.2 a Notice in
a form acceptable to ASTC in accordance with the Procedures; and(b)
    
    make appropriate arrangements to:
 (i)
    
    collect and process any directions by Holders of
CDIs;(ii)
    
    provide the Depositary Nominee with a report in
writing that clearly shows how the Depositary Nominee must exercise its
right to vote by proxy at the meeting, in sufficient time to enable the
Depositary Nominee to lodge a proxy for the meeting; and(iii)
    
    where a Holder of CDIs, or a person nominated by a
Holder of CDIs, is to be appointed the Depositary Nominees proxy in
accordance with Rule 13.8.8, collect and process all relevant proxy forms
in sufficient time to enable the Depositary Nominee to lodge a proxy or
proxies for the meeting.
  13.8.10 Depositary Nominee to call for a poll
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13.8.11 Meetings of Holders of CDIs
  (a)
    
    the meeting may be convened by the directors of the Principal Issuer to
which the CDIs relate, or in any other manner in which a meeting of holders of
Financial Products of the Principal Issuer may be convened under the law of the
place of formation of the Principal Issuer;(b)
    
    the rights of Holders of CDIs to appoint a proxy, to vote on a show of
hands, to call for a poll and vote on a poll must be determined as if the meeting
were a meeting of holders of Financial Products of the Principal Issuer;(c)
    
    the requirements for Notice of the meeting and the rules and procedures
for a meeting of Holders of CDIs must be the requirements, rules and procedures
that would apply to a meeting of holders of Financial Products of the Principal
Issuer.
  13.8.12 Liability of Depositary Nominees
  (a)
    
    the Principal Issuer;(b)
    
    Holders of Principal Financial Products;(c)
    
    Holders of CDIs; or(d)
    
    any person claiming an interest in Principal Financial Products or
CDIs,
  (e)
    
    acts contrary to a report of the Principal Issuer given under Rule
13.8.9(b)(ii);(f)
    
    acts negligently or in breach of these Rules; or(g)
    
    negligently fails to vote or lodge forms of proxy before the close of
the period within which proxies for the meeting may be lodged.
  13.9 SPECIFIC MODIFICATIONS TO RULES
 13.9.1 Modifications
 13
 (a)
    
    Rule 8.1 does not apply.(b)
    
    Rule 8.2.1(a) is varied by the insertion of the words  or CDIs that
are to be approved under Rules 13.1 to 13.13; after Rule 8.1.(c)
    
    Rules 8.6.4 and 8.6.5 should be read as if references to the
Commission were references to ASTC and references to the Corporations Act
were references to these Rules.
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(d)
    
    The provisions of Rule 8.12 are modified by the provisions of Rules
13.9.2 to 13.9.6 below.(e)
    
    Rule 5.2.1 is amended by insertion of the words or CDIs that are to be
approved under Rules 13.1 to 13.13 after 8.1 in Rule 5.2.1.(f)
    
    Rules 5.2.2 and 5.4.1 do not apply to a class of CDIs that is Approved
under Rules 13.1 to 13.13.(g)
    
    Rule 5.4.2 is to be read as if the following provision is added to the
end of Rule 5.4.2,  A Principal Issuer may not cease to operate its Issuer
Sponsored Subregister unless ASTC agrees in writing.(h)
    
    Rule 5.9 only applies where a Transfer is initiated by a Participant
which has the effect of a Conversion.(i)
    
    Rules 5.13.1 and 5.13.3 are modified so that the references to total
issued capital must be read as references to  total number of CDIs.(j)
    
    The provisions of Section 14 are taken to apply to CDIs as if the CDIs
were Financial Products in an Australian listed public company and the takeover bid
with respect to the Principal Financial Products was a takeover under the
Corporations Act.
 
  13.9.2 CDI to Principal Financial Product Transmutation
   13.9.3 Actions of ASTC
  (a)
    
    deduct the number of CDIs specified in the Originating Message from the
Source Holding; and(b)
    
    Transmit a Message to the Principal Issuer to transfer Principal
Financial Products in accordance with the Originating Message.
  13.9.4 Principal Issuer to generate Trustee Transfer Forms
  (a)
    
    generate a Trustee Transfer Form in accordance with the Procedures; and(b)
    
    register that Transfer in the Principal Register.
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13.9.5 Time at which Transfer takes effect
   13.9.6 Authority of Holder of CDI required
   13.9.7 Principal Financial Product to CDI Transmutation
  (a)
    
    lodges a properly completed document of Transfer and Certificate or
Marked Transfer with the Principal Issuer within the Scheduled Time; and(b)
    
    Transmits a Valid Originating Message to ASTC in accordance with the
Procedures.
  13.9.8 ASTC to request Principal Issuer to authorise the Transmutation
  (a)
    
    Transmit to the Principal Issuer a Message requesting the Principal
Issuer to authorise the Transmutation of Principal Financial Products to CDIs in
accordance with that Originating Message; and(b)
    
    specify the Registration Details in the Message to the Issuer to enable
the Issuer to validate the Registration Details, where applicable.
  13.9.9 Principal Issuer to process the Transfer
  (a)
    
    a properly completed document of Transfer and Certificate or Marked
Transfer; and(b)
    
    a Valid Message under Rule 13.9.8 from ASTC pursuant to an Originating
Message,
  (c)
    
    enter the Transfer in the Principal Register;(d)
    
    Transmit a Message to ASTC to Transfer the Financial Products in
accordance with the Originating Message; and(e)
    
    in the case of a Message requesting the Principal Issuer to authorise a
Transfer where the Transfer has the effect of a Conversion, ensure the Registration
Details specified in the Message for the Target Holding match the Registration
Details maintained by the Principal Issuer for the Source Holding.
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13.9.10 ASTC to enter Financial Products into Target Holding
   13.9.11 Conditions for Issuers authorisation of a Transfer not met
  (a)
    
    reject the Message; and/or(b)
    
    return the properly completed document of Transfer and Certificate or
Marked Transfer to the Participant that lodged it without entering the Transfer in
the Principal Register,
   13.9.12 Time at which Transfer takes effect
   13.9.13 ASTC may purge unactioned Messages
   13.10 SHUNTING BETWEEN REGISTERS
 13.10.1 Shunt from DI Register to Principal Register
   13.10.2 Shunt from Principal Register to DI Register
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13.11 TAX LAWS
 13.11.1 Principal Issuer to company with Tax laws
  (a)
    
    comply with all applicable Tax laws as agent and attorney of the
Depositary Nominee;(b)
    
    ensure that the Depositary Nominee complies with all applicable Tax
laws; and(c)
    
    not do any act or thing which creates a Tax liability, or not omit to
do any act or thing, the omission of which creates a Tax liability, which must be
discharged by the Depositary Nominee, unless provision has been made for the
discharge of the liability by some person other than the Depositary Nominee.
   13.12 NOTICE
 13.12.1 Notice to Holders of CDIs
   13.13 GENERAL INDEMNITY
 13.13.1 Principal Issuer to indemnify the Depositary Nominee
  (a)
    
    CDIs;(b)
    
    its capacity as holder of Principal Financial Products;(c)
    
    any act done, or required to be done, by the Principal Issuer (whether
or not on behalf of the Depositary Nominee) under Rules 13.1 to 13.13 of the Rules;
and(d)
    
    any act otherwise done or required to be done by the Depositary Nominee
under Rules 13.1 to 13.13 of the Rules.
  Page 84 of 84