**Exhibit1.01**

 

 

**Constitution**

 

 

**of**

 

**Genetic Technologies Limited**

 

**ACN 009 212 328**

 

 
| **BAKER & M****C****.****KENZIE**  Solicitors  Level 39, Rialto  525 Collins Street  MELBOURNE VIC 3000  Tel: (03) 9617-4200  Fax: (03) 9614-2103  Email: richard.lustig@bakernet.com  Ref: 59781-v3\RL9 |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|

 

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**Contents**

 
| **Clause  Number** | ** ** | **Heading**                             | ** ** | **Page** |       |
|--------------------|------------|-----------------------------------------|------------|----------|------------|
|               |       |                                    |       |     |       |
| **1**              | ** ** | **Preliminary**                         | ** ** | **1**    | ** ** |
| **2**              | ** ** | **Share Capital**                       | ** ** | **4**    | ** ** |
| **3**              | ** ** | **Certificates**                        | ** ** | **5**    | ** ** |
| **4**              | ** ** | **CHESS**                               | ** ** | **6**    | ** ** |
| **5**              | ** ** | **Lien**                                | ** ** | **7**    | ** ** |
| **6**              | ** ** | **Calls**                               | ** ** | **8**    | ** ** |
| **7**              | ** ** | **Forfeiture of Shares**                | ** ** | **10**   | ** ** |
| **8**              | ** ** | **Transfer of Shares**                  | ** ** | **11**   | ** ** |
| **9**              | ** ** | **Transmission of Shares**              | ** ** | **13**   | ** ** |
| **10**             | ** ** | **Alteration of capital**               | ** ** | **13**   | ** ** |
| **11**             | ** ** | **Variation or cancellation of rights** | ** ** | **14**   | ** ** |
| **12**             | ** ** | **Restricted Securities**               | ** ** | **15**   | ** ** |
| **13**             | ** ** | **Registered Office**                   | ** ** | **15**   | ** ** |
| **14**             | ** ** | **Unmarketable parcels**                | ** ** | **15**   | ** ** |
| **15**             | ** ** | **General meetings**                    | ** ** | **17**   | ** ** |
| **16**             | ** ** | **Proceedings at general meeting**      | ** ** | **19**   | ** ** |
| **17**             | ** ** | **Voting**                              | ** ** | **20**   | ** ** |
| **18**             | ** ** | **Proxies**                             | ** ** | **23**   | ** ** |
| **19**             | ** ** | **Directors**                           | ** ** | **24**   | ** ** |
| **20**             | ** ** | **Director’s tenure of office**    | ** ** | **25**   | ** ** |
| **21**             | ** ** | **Director’s remuneration**        | ** ** | **26**   | ** ** |
| **22**             | ** ** | **Director’s contracts**           | ** ** | **27**   | ** ** |
| **23**             | ** ** | **Powers of Directors**                 | ** ** | **28**   | ** ** |
| **24**             | ** ** | **Executive directors**                 | ** ** | **29**   | ** ** |
| **25**             | ** ** | **Proceedings of Directors**            | ** ** | **30**   | ** ** |
| **26**             | ** ** | **Secretary**                           | ** ** | **32**   | ** ** |
| **27**             | ** ** | **Minutes and registers to be kept**    | ** ** | **32**   | ** ** |

 

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| **28** | ** ** | **Reserves**                | ** ** | **33** | ** ** |
|--------|------------|-----------------------------|------------|--------|------------|
| **29** | ** ** | **Dividends**               | ** ** | **33** | ** ** |
| **30** | ** ** | **Capitalising profits**    | ** ** | **35** | ** ** |
| **31** | ** ** | **Financial statements**    | ** ** | **36** | ** ** |
| **32** | ** ** | **Inspection of records**   | ** ** | **36** | ** ** |
| **33** | ** ** | **Notices**                 | ** ** | **36** | ** ** |
| **34** | ** ** | **Winding up**              | ** ** | **38** | ** ** |
| **35** | ** ** | **Indemnity and insurance** | ** ** | **38** | ** ** |

 

ii

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**Corporations Act 2001**

**A Company limited by Shares**

 

**Constitution**

**of**

 

**Genetic Technologies Limited**

**ACN 009 212 328**

 

**1****                                        Preliminary**

 

**Definitions**

 

### 1.1                                In this Constitution, unless the context otherwise requires:

###  

***Act***means the *Corporations Act 2001*(Cth);

 

***ASIC***means Australian Securities and Investments Commission;

 

***ASTC***means ASX Settlement and Transfer Corporation Pty Ltd

 

***ASX***means Australian Stock Exchange Limited;

 

***Board***means the Directors acting as a Board of Directors;

 

***Business day***has the same meaning as in the Listing Rules;

 

***CHESS***means the Clearing House Electronic Sub register System establishedand operated by ASTC;

 

***CHESS approvedsecurities***means securitiesapproved by ASTC in accordance with the Settlement Rules;

 

***Company***means Genetic Technologies Limited;

 

***Constitution***means the constitution of the Company for the time being in force;

 

***Directors***means the directors of the Company from time to time, and inclause 35 includes alternate directors;

 

***Financial Year***has the meaning given to the term “financial year” in the Act;

 

***Home Branch***means the branch of the ASX designated to the Company by the ASX;

 

***Listing Rules***means the Listing Rules of the ASX and any other rules of the ASXwhich apply while the Company is admitted to the Official List of the ASX, asamended or replaced from time to time, except to the extent of any expresswritten waiver by ASX;

 

***Member***means a person who is entered in the Register as the holder ofShares in the capital of the Company;

 

***Month***means calendar month;

 

***Office***means the registered office for the time being of the Company;

 

1

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***Official List***has the same meaning given to the term “official list” in theListing Rules;

 

***Register***means the registers and/or sub registers of Members to be kept underthe Act and the Listing Rules;

 

***Related BodyCorporate***has the same meaninggiven to the term “related body corporate” in the Act;

 

***Resolution***means a resolution other than a Special Resolution;

 

***RestrictedSecurities***has the same meaninggiven to it in the Listing Rules;

 

***Secretary***means a person appointed as secretary of the Company and alsoincludes any person appointed to perform the duties of secretary on a temporarybasis and any duly appointed assistant secretary;

 

***SettlementRules***means the settlement rulesof the ASTC as amended or replaced from time to time;

 

***Shares***means shares in the capital of the Company; and

 

***SpecialResolution***has the same meaninggiven to the term “special resolution” in the Act.

 

***Corporations Act 2001* and Listing Rules definitions**

 

### 1.2                                In this Constitution, unless the context otherwise requires, if anexpression is defined in, or given a meaning for the purposes of, the Act orthe Listing Rules that expression has the same definition or meaning in thisConstitution to the extent that it relates to the same matter for which it isdefined or given a meaning in the Act or the Listing Rules.

###  

**Interpretation**

 

### 1.3                                In this Constitution, unless the context otherwise requires:

###  

#### (a)                                  a reference to:

####  

##### (i)                                    the singular includes the plural and the other way round;

#####  

##### (ii)                                 a gender includes every gender;

#####  

##### (iii)                              the Act, any section, regulation or schedule of the Act or any otherlegislation is a reference to that law as amended, consolidated, supplementedor replaced;

#####  

##### (iv)                             ***in writing***or ***written*******includesprinting, lithography, photography and other means of representing orreproducing words in a visible form;

#####  

##### (v)                                ***paid up***or ***paid***includescredited as paid up or paid;

#####  

##### (vi)                             ***dividend***includes bonus;

#####  

##### (vii)                          any person includes a reference to any individual, company, bodycorporate, association, partnership, firm, joint venture, trust or governmentagency;

#####  

##### (viii)                       a person includes the person’s successors and legal personalrepresentatives;

#####  

##### (ix)                               a body (including an institute, association, authority or governmentagency) whether statutory or not:

#####  

###### (A)                             which ceases to exist; or

 

2

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###### (B)                               whose powers are transferred to another body,

######  

###### is a referenceto the body which replaces it or which substantially succeeds to its powers orfunctions;

######  

##### (x)                                  the word including or includes means including but not limited to orincluding without limitation; and

#####  

#### (b)                                 headings are for convenience only and must be ignored ininterpreting this Constitution.

####  

**Replaceable rules not to apply**

 

### 1.4                                To the maximum extent permitted by the Act, the provisions of theAct which apply as replaceable rules are displaced completely by thisConstitution in relation to the Company.

###  

**Constitution subject to the Act**

** **

### 1.5                                This Constitution is subject to the Act.  Where there is any inconsistency between aclause of this Constitution and the Act, the Act prevails to the extent of theinconsistency.

###  

**Listing Rules and Settlement Rules onlyto have effect if Company is listed**

** **

### 1.6                                In this Constitution, a reference to the Listing Rules or SettlementRules has effect only if at the relevant time the Company is admitted to theOfficial List and is otherwise to be disregarded.

###  

**Constitution subject to Listing Rules ifCompany is listed**

 

### 1.7                                While the Company is admitted to the Official List, the followingclauses apply:

 

#### (a)                                  Despite anything contained in this Constitution, if the ListingRules prohibit an act being done, the act must not be done.

####  

#### (b)                                 Nothing contained in this Constitution prevents an act being donethat the Listing Rules requires to be done.

####  

#### (c)                                  If the Listing Rules require an act to be done or not to be done,authority is given for that act to be done or not to be done (as the case maybe).

####  

#### (d)                                 If the Listing Rules require this Constitution to contain aprovision and it does not contain that provision, this Constitution is deemedto contain that provision.

####  

#### (e)                                  If the Listing Rules require this Constitution not to contain aprovision and it contains that provision, this Constitution is deemed not tocontain that provision.

####  

#### (f)                                    If any provision of this Constitution is or becomes inconsistentwith the Listing Rules, this Constitution is deemed not to contain thatprovision to the extent of the inconsistency.

####  

**Limited liability of members**

 

### 1.8                                The Company is a company limited by shares.

 

3

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## **2**                                        Share Capital

 

**Allotment and issue of Shares undercontrol of Directors**

 

### 2.1                                The Directors control the allotment and issue of Shares.  Subject to the Act and the Listing Rules, theDirectors:

###  

#### (a)                                  may allot, issue or otherwise dispose of Shares to any persons, onany terms and conditions, at that issue price and at those times as theDirectors think fit;

####  

#### (b)                                 have full power to give any person a call or option over any Sharesduring any time and for any consideration as the Directors think fit; and

####  

#### (c)                                  may issue Shares with any preferential, deferred or special rights,privileges or conditions or with any restrictions (whether in regard todividend, voting, return of Share capital or otherwise) as the Directorsdetermine.

####  

**Company may issue preference Shares**

 

### 2.2                                The Company may issue preference Shares including preference Shareswhich are, or which at the option of the Company or holder may be, liable to beredeemed or converted into ordinary Shares.

###  

**Rights of holders of preference Shares**

 

### 2.3                                All preference Shares issued by the Company confer on the holders ofthose preference Shares:

###  

#### (a)                                  the same rights as holders of ordinary Shares to receive notices,reports and accounts and to attend general meetings of the Company; and

####  

#### (b)                                 the right to vote in each of the following circumstances and in noothers:

####  

##### (i)                                    during a period when a dividend (or part of a dividend) for theShare is in arrears:

#####  

##### (ii)                                 on a proposal to reduce the Company’s Share capital;

#####  

##### (iii)                              on a Resolution to approve the terms of a buy-back agreement:

#####  

###### (A)                             on a proposal that affects rights attached to the Share;

######  

###### (B)                               on a proposal to wind up the Company;

######  

###### (C)                               on a proposal to dispose of the whole of the Company’s property,business and undertaking; and

######  

##### (iv)                             during the winding up of the Company.

#####  

**Brokerage or commission**

** **

### 2.4                                Subject to the provisions and restrictions contained in the Act andthe Listing Rules, the Company may pay brokerage or commission to any person inconsideration of that person subscribing or agreeing to subscribe (whetherabsolutely or conditionally) for any Shares in the Company or for procuring oragreeing to procure subscriptions (whether absolutely or conditionally) for anyShares in the Company.  Any brokerage orcommission may be paid or satisfied in cash, Shares, debentures or othersecurities of the Company or otherwise as the Directors determine.

 

4

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**Joint Holders**

 

### 2.5                                2 or more persons registered as the holders of any Share are deemedto hold the Share as joint tenants with benefits of survivorship, subject tothe following provisions:

###  

#### (a)                                  the joint holders are jointly and severally liable for all payments(including calls and instalments) made for the Share;

####  

#### (b)                                 if a joint holder dies, the survivor or survivors are the onlyperson or persons recognised by the Company as having any title to the Share,but the Directors may require evidence of death;

####  

#### (c)                                  any 1 joint holder may give a valid receipt for any dividend, bonusor return of capital payable to the joint holders; and

####  

#### (d)                                 delivery of a notice or a certificate for a Share to any jointholder is sufficient delivery to all the joint holders.

####  

**More than 3 persons registered**

 

### 2.6                                If more than 3 persons are noted in the Register as holders ofsecurities of the Company, or a request is made to register more than 3 personsthen (except in the case of executors or trustees or administrators of adeceased Member), the first 3 persons named in the Register or the request (asthe case may be) are deemed to be the holders of those securities and no otherpersons will be regarded by the Company as a holder of those securities for anypurpose.

###  

**Recognition of trusts or other interests**

** **

### 2.7                                Subject to the provisions of the Act, the Company is entitled totreat the registered holder of any Shares as the absolute owner of those Sharesand, accordingly, the Company is not bound to recognise (whether or not it hasnotice):

###  

#### (a)                                  a person as holding a Share on any trust; or

####  

#### (b)                                 any equitable, contingent, future or partial interest in any Shareor unit of a Share.

 

## **3**                                        Certificates

 

**Certificated holdings**

 

### 3.1                                The provisions of this clause 3 apply only to the extent thatthe Company is required by the Act, the Listing Rules or the Settlement Rulesto issue certificates for Shares or other marketable securities of the Company,and then only for those Shares or other marketable securities for whichcertificates are required to be issued.

###  

**Issue of certificates**

** **

### 3.2                                Subject to this Constitution, where the Company is required by theAct, the Listing Rules or the Settlement Rules to issue certificates for Sharesor other marketable securities of the Company, the certificates must be issuedin accordance with the Act, the Listing Rules and Settlement Rules and mustinclude all information required by the Act, the Listing Rules and SettlementRules.

 

5

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**Entitlement of Member to certificate**

 

### 3.3                                Subject to this Constitution, every Member is entitled free to 1certificate for each class of Shares or other marketable securities registeredin its name or to several certificates each for a reasonable proportion ofthose Shares or marketable securities.

###  

**Certificate for joint holders**

 

### 3.4                                Where Shares or other marketable securities are registered in thenames of 2 or more persons, only 1 certificate is required to be issued foreach class of those Shares or marketable securities.

###  

**Cancellation of certificate on transfer**

 

### 3.5                                Subject to this Constitution, on every application to register thetransfer of any Shares or other marketable securities or to register any personas a Member in respect of any Shares or other marketable securities which mayhave been transmitted to that person by operation of law, the certificate forthose Shares or other marketable securities must be delivered up to the Companyfor cancellation.

###  

### 3.6                                The Company must issue a new certificate in similar form specifyingthe Shares or other marketable securities transferred or transmitted anddeliver it to the transferee or transmittee within 5 business days after theregistrable transfer or transmission notice is lodged with the Company.

###  

### 3.7                                If registration is required for some only of the Shares or othermarketable securities specified on the certificate delivered up to the Company,a new certificate specifying the Shares or other marketable securitiesremaining untransferred or untransmitted must be delivered to the transferor.

###  

**Replacement of certificates**

 

### 3.8                                The Company must issue a replacement certificate:

###  

#### (a)                                  if the certificate is worn out or defaced, on production of thecertificate to the Company to be replaced and cancelled;  or

####  

#### (b)                                 if the certificate is lost or destroyed, on the Company beingfurnished with:

####  

##### (i)                                    evidence that the certificate has been lost or destroyed, and hasnot been disposed of or pledged, as is required by the Act;

#####  

##### (ii)                                 an undertaking to return the certificate, if found, as required bythe Act; and

#####  

##### (iii)                              if the Directors consider it necessary, a bond or indemnity as theAct authorises the Directors to require.

#####  

### 3.9                                The Company must issue all replacement certificates within 5business days after receiving the original certificate or evidence of loss ordestruction.

 

## **4**                                        CHESS

 

**Participation in CHESS**

 

### 4.1                                While the Company is admitted to the Official List it mustparticipate in CHESS to the extent required by the Listing Rules.

 

6

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**Compliance with Settlement Rules**

 

### 4.2                                The Company must comply with the Settlement Rules if any of itssecurities are CHESS approved securities. In particular the Company must comply with the requirements of theSettlement Rules and Listing Rules about maintenance of registers, issuing holdingstatements and transfers in relation to its CHESS approved securities.

###  

**Registers**

 

### 4.3                                If the Company’s securities are CHESS approved securities, inaddition to the CHESS sub register, the Company must provide for an issuersponsored sub register, or a certificated sub register, or both (at least ifthe Company has Restricted Securities on issue).

###  

**No interference with proper ASTC transfer**

 

### 4.4                                The Company must not prevent, delay or interfere with the generationof a proper ASTC transfer or the registration of a paper-based transfer inregistrable form (which satisfies the requirements of clause 8), except aspermitted by clause 8.4, the Listing Rules or Settlement Rules.

 

## **5**                                        Lien

 

**Lien**

 

### 5.1                                The Company has a first and paramount lien on every Share for:

###  

#### (a)                                  unpaid calls and instalments on those Shares;

####  

#### (b)                                 if the Shares were acquired under an employee incentive scheme, anyamount owing to the Company for acquiring those Shares; and

####  

#### (c)                                  any amount the Company is required by law to pay (and has paid) inrespect of the Share of a Member or deceased Member.

####  

### 5.2                                A lien extends to reasonable interest at any rates the Directors maydetermine, and expenses incurred because the amount is not paid.

###  

**Extent of lien**

 

### 5.3                                The Company’s lien on a Share extends to all dividends, bonuses andother moneys payable for the Share including the proceeds of sale of theShare.  The Company may deduct or set-offagainst any dividends, bonuses or other moneys subject to the Company’s lienany moneys due and payable to the Company.

###  

**Exemption from lien**

 

### 5.4                                The Directors may at any time declare any Share to be wholly or inpart exempt from the provisions of clauses 5.1 and 5.2.

###  

**Sale under lien**

 

### 5.5                                Subject to clause 7, the Company may sell or otherwise disposeof any Shares on which the Company has a lien in any manner if, and only if:

###  

#### (a)                                  an amount in respect of which the lien exists is presently payable (**the Sum**); and

 

7

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#### (b)                                 30 days has expired from the Company giving written notice (**Notice**) to the registered holder of theShares, or to the person entitled to the Shares because of the death orbankruptcy of the registered holder; and

####  

#### (c)                                  the Notice specified:

####  

##### (i)                                    the Sum; and

#####  

##### (ii)                                 that payment must be made by a date at least 10 business daysafter the date of the Notice; and

#####  

##### (iii)                              a reasonable place and method for payment; and

#####  

##### (iv)                             that if payment were not made as required, the Shares would be soldunder the lien; and

#####  

#### (d)                                 the Notice has not been complied with.

####  

**Proceeds of sale of Shares sold underlien**

 

### 5.6                                The Company must:

###  

#### (a)                                  apply the net proceeds of Shares sold under lien (after payment ofall costs and expenses incurred in selling the Shares) (**Net Proceeds**) in payment of the Sum; and

####  

#### (b)                                 pay the balance of the Net Proceeds to the person registered as theholder of the Shares immediately before the Shares were sold or as that persondirects.

####  

### 5.7                                The remedy of any person aggrieved by the sale or disposal of itsShares under this clause is limited to a right of action in damages against theCompany to the exclusion of any other right, remedy or relief against any otherperson.

###  

**Transfer on sale under lien**

 

### 5.8                                The Company must register the purchaser as holder of the Sharestransferred.

###  

### 5.9                                The purchaser of the Shares transferred is not bound to see that thepurchase money is properly applied as set out in this clause 5.

###  

### 5.10                          The purchaser’s title to the Shares is unaffected by anyirregularity or invalidity in connection with the sale or the application ofthe purchase money.

###  

**Company may forfeit instead**

 

### 5.11                          If clause 7 applies to a Share on which a call is unpaid, theCompany may choose which of the sale and other procedures under clauses 5and 7 it will use.  Choosing to useprocedures under one of those clauses does not limit the Company’s rights underthe other clause.

 

## **6**                                        Calls

 

**Directors may make calls**

 

### 6.1                                The Directors may make calls as they think fit on the Members forall moneys unpaid on Shares held by those Members which are not moneys madepayable by the conditions of allotment at fixed times.

 

8

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### 6.2                                A call is deemed to have been made when the Resolution of theDirectors authorising that call was passed.

###  

### 6.3                                A call may be made payable by instalments.

###  

### 6.4                                The Directors may revoke or postpone a call.

###  

**Notice of calls**

 

### 6.5                                The Company must give written notice of a call at least 30 businessdays before the call is due.  The noticemust specify the time and place for payment and any other information requiredby the Listing Rules.  The non-receipt ofany notice by, or the accidental omission to give notice of any call to, anyMember will not invalidate the call.

###  

**Difference in terms of issue as to calls**

 

### 6.6                                The Directors may, on the issue of Shares, differentiate between theholders as to the amount of calls to be paid and the time for payment of thosecalls.

###  

**Fixed payments deemed calls**

 

### 6.7                                Any sum which, by the terms of issue of a Share, becomes payable onallotment or at any fixed date, will for the purposes of this Constitution bedeemed to be a call duly made and payable on the date on which the sum ispayable.  In case of non-payment, all therelevant provisions of this Constitution as to payment of interest and expenses,forfeiture or otherwise will apply as if the sum had become payable by virtueof a call duly made and notified.

###  

**Interest on sums not paid**

 

### 6.8                                A sum called in respect of a Share and not paid on or before thedate for payment bears interest from the date for payment to the time of actualpayment at any rates as the Directors may determine.  The Directors may waive payment of interest,either in whole or in part.

###  

**Payment of calls**

 

### 6.9                                Each Member must pay the amount of every call made on the Member atthe times and places appointed by the Directors.

###  

**Proof of calls**

 

### 6.10                          In any proceeding to recover moneys due for any call, it issufficient and conclusive evidence of the debt if it is proved that:

###  

#### (a)                                  the name of the Member sued is entered in the Register as the holderor 1 of the holders of the Shares in respect of which the call was made; and

####  

#### (b)                                 the Resolution making the call was recorded in the minute book; and

####  

#### (c)                                  notice of the call was given to the Member sued in accordance withthis Constitution.

####  

**Prepayment of calls**

 

### 6.11                          The Directors may receive from any Member willing to advance it, allor any part of the amount unpaid on the Shares held by that Member beyond thesums actually called up.  The Directorsmay then either:

###  

#### (a)                                  if the Member so requests, make a call on the Member for the amountadvanced, pro rata in respect of all Shares held by that Member on which moneysremain unpaid or on any other basis as agreed between that Member and theDirectors; or

 

9

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#### (b)                                 authorise payment by the Company of interest on the whole or anypart of the amount so received until the amount becomes due or is repaid at therate agreed between the Member paying the sum in advance and theDirectors.  The Directors may at any timeauthorise repayment of the whole or any part of the amount paid in advance ongiving the Member 1 Month’s notice of the date for repayment.

 

## **7**                                        Forfeiture of Shares

 

**Forfeiture on non-payment of calls**

 

### 7.1                                Unless the Directors otherwise determine, any Share on which a callis unpaid 14 days after the day for its payment has expired will be absolutelyforfeited without any Resolution of the Directors or other proceeding beingrequired.  Subject to the Act and theListing Rules, the Directors may then proceed to cancel or sell the forfeitedShares.

###  

**Evidence of forfeiture**

 

### 7.2                                A written statement declaring that the person making the statementis a Director or Secretary of the Company and that a Share in the Company hasbeen forfeited on a date stated in the statement, is conclusive evidence of thefacts stated in the statement as against all persons claiming to be entitled tothe Share.

###  

**Effect of forfeiture**

 

### 7.3                                On forfeiture of a Share the person whose Share is forfeited:

###  

#### (a)                                  will cease to be a Member in respect of the forfeited Share;

####  

#### (b)                                 will lose all entitlements to dividends declared in respect of theforfeited Share and not actually paid; and

####  

#### (c)                                  will remain liable to pay the Company all money which, at the dateof forfeiture, was payable by the person to the Company in respect of theforfeited Share together with interest on that amount from the date offorfeiture until payment at the rate determined by the Directors.  The Directors are under no obligation toenforce payment.

####  

**Sale of forfeited Share**

 

### 7.4                                If the Directors determine to sell any forfeited Shares, the Companymay dispose of any forfeited Shares on any terms and in any manner as theDirectors determine, and in accordance with any applicable requirements of theAct and the Listing Rules.

###  

### 7.5                                The Company may do all things necessary to give effect to the saleof the forfeited Shares, including authorising a Director or any other personto:

###  

#### (a)                                  execute a transfer of the Shares sold in favour of the purchaser ofthe Shares; and

####  

#### (b)                                 do all acts and things as are necessary or desirable under the Act,the Listing Rules or Settlement Rules, to effect a transfer and to enable theforfeited Shares to be disposed of.

####  

### 7.6                                The Company must register the transferee as holder of the Sharesforfeited.

###  

### 7.7                                The transferee of the forfeited Shares is not bound to see thatforfeit money is properly applied as set out in this clause 7.  The transferee’s title to the Shares isunaffected by any irregularity or invalidity in connection with the forfeiture,sale or disposal of the Shares.

 

10

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**Proceeds of sale**

 

### 7.8                                The proceeds of sale of any forfeited Shares received by the Companymust be applied in payment of:

###  

#### (a)                                  first, the expenses of the sale;

####  

#### (b)                                 secondly, any expenses necessarily incurred in connection with theforfeiture, including any interest accrued;

####  

#### (c)                                  thirdly, the calls then due and unpaid; and

####  

#### (d)                                 the balance (if any) must be paid to the Member whose Shares havebeen sold within 5 business days of the Company receiving the proceeds of sale.

####  

**Redemption of forfeited Shares**

 

### 7.9                                A Share belonging to a person which has been forfeited may beredeemed at any time up to, but not including, the day on which the Share isintended to be sold, by payment to the Company of all calls due on the Shareand any other costs and expenses which may be permitted by the Act and theListing Rules, and on payment the person is entitled to the Share as if theforfeiture had not occurred.

###  

### 7.10                          The remedy of any person aggrieved by the sale or disposal of itsShares under this clause is limited to a right of action in damages against theCompany to the exclusion of any other right, remedy or relief against any otherperson.

###  

**Surrender of Shares**

 

### 7.11                          The Directors may accept the surrender of any Share which they areentitled to forfeit on any terms they think fit and any Share so surrenderedmay be disposed of in the same manner as a forfeited Share.

 

## **8**                                        Transfer of Shares

 

**Transfer document**

 

### 8.1                                Subject to this Constitution, the Act, the Listing Rules andSettlement Rules a Member may transfer all or any Shares by a transfer documentduly stamped (if necessary) and delivered to the Company.  The transfer document must be in writing inthe usual or common form or in any other form as the Directors may from time totime prescribe or, in particular circumstances, agree to accept and must besigned by or on behalf of the transferor or as otherwise permitted by the Act.

###  

**Registration procedure**

 

### 8.2                                Subject to this Constitution, the Act, the Listing Rules and SettlementRules every transfer document must be delivered to the Company accompanied bythe certificate for the Shares to be transferred and any other evidence theDirectors may require to prove the title of the transferor or its right totransfer the Shares.  The Company mustretain all transfer documents registered but any transfer document which theDirectors refuse to register must (except in the case of fraud or suspectedfraud) be returned on demand to the person who deposited that document.

 

11

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**Registration of transfer**

 

### 8.3                                Subject to clause 8.4, the Company must register eachregistrable paper-based transfer of Shares which complies with clauses 8.1and 8.2, the Act and the Listing Rules and must do so without charge.

###  

**Restrictions on transfer**

 

### 8.4                                Except as otherwise provided for in the Listing Rules and SettlementRules, the Directors may in their absolute discretion ask ASTC to apply aholding lock to prevent a proper ASTC transfer, or refuse to register apaper-based transfer, of a Share where:

###  

#### (a)                                  the Company has a lien on the Shares the subject of the transfer;

####  

#### (b)                                 the Company is served with a court order that restricts a Member’scapacity to transfer the Shares;

####  

#### (c)                                  registration of the transfer may break an Australian law and the ASXhas agreed in writing to the application of a holding lock (which must notbreach the Settlement Rules) or that the Company may refuse to register atransfer;

####  

#### (d)                                 if the transfer is paper-based, either a law related to stamp dutyprohibits the Company from registering it, or the Company is otherwise allowedto refuse to register it under the Listing Rules;

####  

#### (e)                                  the transfer does not comply with the terms of any employeeincentive scheme of the Company;

####  

#### (f)                                    if the transfer is paper-based, registration of the transfer willcreate a new holding which at the time of the transfer is lodged is less than amarketable parcel as defined in the Listing Rules;

####  

#### (g)                                 the relevant Member has agreed in writing to the application of aholding lock (which must not breach the Settlement Rules) or that the Companymay refuse to register a transfer; or

####  

#### (h)                                 if otherwise permitted under the Listing Rules.

####  

**Notice of refusal to register**

 

### 8.5                                If the Company refuses to register a paper-based transfer underclause 8.4, it must tell the lodging party in writing of the refusal andthe reason for it, within 5 business days after the date on which the transferwas lodged.

###  

### 8.6                                If the Company asks ASTC to apply a holding lock under clause 8.4,it must tell the holder of the Shares in writing of the holding lock and reasonfor it, within 5 business days after the date in which it asked for the holdinglock.

###  

**Transfer not complete until name enteredin the Register**

 

### 8.7                                Subject to the Settlement Rules, the transferor of a Share remainsthe holder of the Share until the name of the transferee is entered in theRegister in respect of that Share.

 

12

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## **9**                                        Transmission of Shares

 

**Death of a Member**

 

### 9.1                                If a Member dies:

###  

#### (a)                                  and the Member was a joint holder of any Shares, the surviving jointholder (or holders) is (or are) the only person (or persons) recognised by theCompany as having any title to or interest in those Shares; and

####  

#### (b)                                 the legal personal representatives of the Member (not being 1 of 2or more joint holders) are the only persons recognised by the Company as havingany title to or interest in the Shares registered in its name.

####  

**Transmission on death or bankruptcy**

 

### 9.2                                Any person becoming entitled to a Share because a Member dies orbecomes bankrupt, or otherwise by operation of law, on producing the evidenceof entitlement which the Directors may require, may elect either to beregistered personally as the holder of the Share or to have some personnominated by it registered as the transferee of that Share.

###  

**Election as to registration ontransmission**

 

### 9.3                                If the person becoming entitled to a Share:

###  

#### (a)                                  elects to be registered personally, he or she must deliver or sendto the Company a personally signed written notice stating that election; or

####  

#### (b)                                 elects to have another person registered, he or she must effect atransfer of the Share in favour of that person.

####  

### 9.4                                All the limitations, restrictions and provisions of thisConstitution relating to the right to transfer, the form of transfer and theregistration of transfers of Shares will be applicable to any notices ortransfers.

 

## **10**                                 Alteration of capital

 

**Company’s power to alter capital**

 

### 10.1                          The Company may, by Resolution passed at a general meeting:

###  

#### (a)                                  consolidate all or any of its Shares into Shares of a larger amount;

####  

#### (b)                                 subdivide its Shares or any of them into Shares of a smaller amount,but so that in the subdivision the proportion between the amount paid and theamount (if any) unpaid on each subdivided Share is the same as it was for theShare from which the subdivided Share is derived; or

####  

#### (c)                                  cancel Shares which have been forfeited, subject to the requirementsof the Listing Rules.

####  

**Dealing with fractions**

 

### 10.2                          Subject to the Act, the Directors may do anything required to giveeffect to any resolution which alters the Company’s share capital.  Where a Member becomes entitled to a fractionof a Share on a consolidation, this power includes:

 

13

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#### (a)                                  making cash payments;

####  

#### (b)                                 determining that fractionsmay be disregarded to adjust the rights of all parties;

####  

#### (c)                                  appointing a trustee to dealwith any fractions on behalf of Members; and

####  

#### (d)                                 rounding up each fractionalentitlement to the nearest whole Share by capitalising any amount available forcapitalisation even though only some of the Members may participate in thecapitalisation.

####  

**Reductionof capital**

 

### 10.3                          Subject to the Act and theListing Rules, the Company may reduce its capital in any manner, including byway of distributing specific assets, including securities of the Company or ofany other corporation, trust or entity.

###  

**Power tobuy back Shares**

 

### 10.4                          The Company may, inaccordance with the Act and the Listing Rules, buy back its own Shares on anyterms and conditions determined by the Directors.  The consideration paid for a buy back ofShares may include specific assets, including securities of the Company or ofany other corporation, trust or entity.

 

## **11**                                 Variation orcancellation of rights

 

**Variationor cancellation of rights of class of Shares**

 

### 11.1                          Subject to the Act and theListing Rules, all or any of the rights and privileges attached to any class ofShares (unless otherwise provided by the terms of issue of the Shares of that class)may be varied or cancelled, including by converting orreclassifying Shares from one class to another:

###  

#### (a)                                  with the written consent ofholders of at least 75% of the Shares issued in that class; or

####  

#### (b)                                 with the approval of aSpecial Resolution passed at a meeting of holders of the Shares of thatclass.  The provisions of thisConstitution relating to notice of meetings, quorum at a meeting, theappointment of a chairman and of proxies, attorneys and representatives, thedepositing and form and validity of proxies and the conduct of general meetingswill apply to any meeting of that class to approve that Resolution.

####  

**No consentor sanction required for redemption**

 

### 11.2                          A consent or sanctionreferred to in clause 11.1 is not required to redeem any Shares or varyany other rights attaching to any Shares where that redemption or variation isin accordance with the terms of issue of those Shares.

###  

**Novariation by issue of further Shares ranking equally**

 

### 11.3                          The rights conferred on theholders of the Shares of any class will not, unless otherwise expresslyprovided by the terms of issue of the Shares of that class, be deemed to bevaried by the creation or issue of further Shares ranking equally in respect ofthose rights.

 

14

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## **12**                                 RestrictedSecurities

 

### 12.1                          The Company must comply withall the requirements of the Listing Rules relating to RestrictedSecurities.  Despite any other provisionsof this Constitution:

###  

#### (a)                                  Restricted Securities cannotbe disposed of (as the term “disposed” is defined in the Listing Rules) duringthe escrow period for those Restricted Securities, except as permitted by theListing Rules or the ASX;

####  

#### (b)                                 the Company must refuse toacknowledge a disposal (including registering a transfer) of RestrictedSecurities during the escrow period for any Restricted Securities except aspermitted by the Listing Rules or the ASX; and

####  

#### (c)                                  during a breach of theListing Rules relating to Restricted Securities, or a breach of a restrictionagreement, the holder of the Restricted Securities is not entitled to anydividend or distribution, or voting rights, in respect of the RestrictedSecurities.

 

## **13**                                 Registered Office

 

The Companyshall have its registered office at such location in Australia as the Directorsdetermine.

 

## **14**                                 Unmarketableparcels

 

**Definitions**

 

### 14.1                          In this clause:

###  

***Effective Date***means the date immediately following theexpiry of the period referred to in the notice given by the Company toUnmarketable Parcel Holders in accordance with this clause;

 

***Marketable Parcel***means a number of Shares equal to amarketable parcel as defined in the Listing Rules, calculated on the day beforethe Company gives notice under clause 14.22;

 

***Unmarketable Parcel***means a number of Shares which is lessthan a Marketable Parcel;

 

***Unmarketable Parcel Holder***means a Member holding anUnmarketable Parcel.

 

**Notice toUnmarketable Parcel Holder**

 

### 14.2                          The Company may give writtennotice to an Unmarketable Parcel Holder advising of the Company’s intention tosell its Unmarketable Parcel under this clause, unless the Unmarketable ParcelHolder, within 6 weeks from the date the notice is sent by the Company, giveswritten notice to the Company that it wishes to retain its Shares in which casethe provisions of this clause will not apply to the Shares held by thatUnmarketable Parcel Holder.

###  

**Revocationor withdrawal of notice**

 

### 14.3                          If an Unmarketable ParcelHolder has given written notice to the Company that it wishes its Shares to beexempted from this clause, it may at any time before the Effective Date revokeor withdraw that notice and the provisions of this clause will then apply tothe Shares held by that Unmarketable Parcel Holder.

 

15

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**Sale ofUnmarketable Parcels**

 

### 14.4                          Subject to clause 14.2,on and from the Effective Date, the Company may sell or otherwise dispose ofthe Shares held by each Unmarketable Parcel Holder on any terms and in thatmanner and at those times which the Directors determine.  For the purpose of selling or disposing ofthose Shares, each Unmarketable Parcel Holder irrevocably:

###  

#### (a)                                  appoints the Company as itsagent to sell all the Shares it holds;

####  

#### (b)                                 appoints the Company and eachDirector and Secretary from time to time jointly and severally as its attorneyin its name and on its behalf to effect a transfer document for its Shares andto otherwise act to effect a transfer of its Shares; and

####  

#### (c)                                  appoints the Company as itsagent to deal with the proceeds of sale of those Shares in accordance with thisclause.

####  

**Company topay all costs**

 

### 14.5                          The Company will pay allcosts and expenses of the sale and disposal of Unmarketable Parcels under thisclause.

###  

**Title ofpurchaser of Unmarketable Parcel**

 

### 14.6                          Once the name of thepurchaser of the Shares sold or disposed of in accordance with this clause isentered in the Register for those Shares, the title of the purchaser to thoseShares is not affected by any irregularity or invalidity in connection with thesale or disposal of those Shares and the validity of the sale may not beimpeached by any person.

###  

**Remedy ofUnmarketable Parcel Holder**

 

### 14.7                          The remedy of anyUnmarketable Parcel Holder who is aggrieved by the sale or disposal of itsShares under this clause is limited to a right of action in damages against theCompany to the exclusion of any other right, remedy or relief against any otherperson.

###  

**Evidenceof sale in accordance with this clause**

 

### 14.8                          A written statement declaringthat the person making the statement is a Director or Secretary of the Companyand that the Shares of an Unmarketable Parcel Holder have been dealt with inaccordance with this clause, is conclusive evidence of the facts stated in thestatement as against all persons claiming to be entitled to those Shares.

###  

**Receipt ofproceeds of sale**

 

### 14.9                          The Company’s receipt of thesale proceeds of the Shares of an Unmarketable Parcel Holder is a gooddischarge to the purchaser of all liability in respect of the purchase of thoseShares and the purchaser will not be bound to see to the application of themoney paid as consideration.

###  

**Company todeal with proceeds of sale**

 

### 14.10                    The Company will receive theproceeds of sale of the Shares of each Unmarketable Parcel Holder and will dealwith those proceeds as follows.  It must:

###  

#### (a)                                  pay the proceeds into aseparate bank account which it opens and maintains for that purpose;

####  

#### (b)                                 hold the proceeds in trustfor the Unmarketable Parcel Holder;

####  

#### (c)                                  immediately it receives theproceeds, notify the Unmarketable Parcel Holder in writing of the receipt andthat the proceeds are being held by the Company pending

 

16

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#### receipt of the share certificate (if any) for those Shares sold ordisposed of or, if those certificates have been lost or destroyed, a statementand undertaking in accordance with the Act, and seeking instructions from theUnmarketable Parcel Holder as to how the proceeds are to be dealt with;

####  

#### (d)                                 deal with the sale proceedsas instructed by the Unmarketable Parcel Holder on whose behalf they are heldif the Member provides the Company with the certificate (if any) for thoseShares or, if that certificate has been lost or destroyed, a statement andundertaking in accordance with the Act; and

####  

#### (e)                                  if the whereabouts of theUnmarketable Parcel Holder are unknown or no instructions are received from theUnmarketable Parcel Holder within 2 years of the proceeds being received by theCompany, deal with those proceeds according to the applicable laws dealing withunclaimed moneys.

####  

**Overridingeffect of this clause**

 

### 14.11                    Subject to clauses 1.7and 14.12, the provisions of this clause 14 have effect despite any otherprovision of this Constitution.

###  

**Clause ceasesto have effect following announcement of takeover bid**

 

### 14.12                    This clause 14 ceases tohave effect following the announcement of a takeover bid but, despiteclause 14.13, the procedures set out in this clause may be started againafter the close of the offers made under the takeover bid.

###  

**Clause maybe invoked only once in any 12 Month period**

 

### 14.13                    The provisions of this clausemay be invoked only once in any 12 Month period.

 

## **15**                                 General meetings

 

**Annualgeneral meetings**

 

### 15.1                          Annual general meetings ofthe Company must be held in accordance with the Act and the Listing Rules.  The business of an annual general meeting mayinclude:

###  

#### (a)                                  receiving and considering thestatement of financial performance and statement of financial position and thereports of the Directors and of the auditors and the statement of theDirectors;

####  

#### (b)                                 electing Directors;

####  

#### (c)                                  adopting the remunerationreport;

####  

#### (d)                                 appointing the auditor, and

####  

#### (e)                                  fixing the remuneration ofthe auditor,

####  

#### whether or not this is stated in the notice of meeting.

####  

**Generalmeetings**

 

### 15.2                          The Directors may convene ageneral meeting of the Company whenever they think fit.

 

17

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**Membersmay requisition meeting**

 

### 15.3                          Members may requisition theholding of a general meeting in accordance with the Act and the Directors mustconvene a general meeting in accordance with the time limits under the Act.

###  

**Notice ofgeneral meeting**

 

### 15.4                          Notice of every annualgeneral meeting, general meeting or meeting of any class of Members must begiven in the manner provided by this Constitution and the Act to the Membersand those persons who are otherwise entitled under this Constitution to receivenotices.

###  

**Contentsof notice of general meeting**

 

### 15.5                          Every notice convening ageneral meeting must include or be accompanied by all information required bythe Act and the Listing Rules and must at least:

###  

#### (a)                                  set out the place, the dayand time for the meeting (and, if the meeting is to be held in 2 or moreplaces, the technology that will be used to facilitate this);

####  

#### (b)                                 subject to clause 15.1,state the general nature of the business to be transacted at the meeting andany Special Resolution to be proposed;

####  

#### (c)                                  include a statement that:

####  

##### (i)                                    a Member entitled to attendand vote is entitled to appoint a proxy;

#####  

##### (ii)                                 a proxy need not be a Member;and

#####  

##### (iii)                              a Member who is entitled tocast 2 or more votes may appoint 2 proxies and may specify the proportion ornumber of votes each proxy is appointed to exercise;

#####  

#### (d)                                 be accompanied by aninstrument of proxy in the form described in this Constitution or in any otherform as the Directors may from time to time prescribe or accept;

####  

#### (e)                                  include information about howinstruments of proxy can be delivered to the Company; and

####  

#### (f)                                    if required by the ListingRules, include a voting exclusion statement.

####  

**Omissionto give notice**

 

### 15.6                          Except as prescribed by theAct, the accidental omission to give notice of a meeting to any Member or thenon-receipt of notice of a meeting by any Member does not invalidate any of theproceedings at that meeting.

###  

**Changes togeneral meeting**

 

### 15.7                          The Directors may change thevenue for, and postpone or cancel a general meeting if they consider that themeeting has become unnecessary, or that a postponement is in the interests ofMembers, or that the venue would be unreasonable or impractical, or a change isotherwise necessary to conduct the meeting efficiently.  However, a meeting called to comply with aMembers’ requisition may not be postponed or cancelled unless those whorequisitioned the meeting first consent in writing.

 

18

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## **16**                                 Proceedings atgeneral meeting

 

**Memberdeemed to be present**

 

### 16.1                          A Member may attend a general meeting at which theMember is entitled to be present, and is deemed to be present, in any of the following ways:

###  

#### (a)                                  in person;

####  

#### (b)                                 by attorney;

####  

#### (c)                                  by proxy;

####  

#### (d)                                 in the case of a Member whichis a body corporate, by a representative appointed under section 250D ofthe Act.

####  

**Attorneyof Member**

 

### 16.2                          Any Member may appoint anattorney to act on its behalf at all meetings of the Company or all meetings ofthe Company during a specified period. Before the first meeting at which the attorney acts on the Member’sbehalf, the power of attorney validly appointing the attorney must be depositedat the Office or at any place specified in the notice convening that meeting.

###  

**Representativeof body corporate**

 

### 16.3                          Any Member being a bodycorporate may, in accordance with the Act, by Resolution of its Directorsauthorise any person to act as its representative at any meeting.  That representative is then entitled toexercise the same powers as the body corporate appointing the representativecould have exercised as a Member, if it were a natural person.

###  

**Quorum forgeneral meeting**

 

### 16.4                          No business may be transactedat any general meeting unless a quorum is present at the start of thebusiness.  A quorum is 3 Members who arepresent.

###  

**No quorum**

 

### 16.5                          If a quorum is not presentwithin 30 minutes after the time appointed for the meeting;

###  

#### (a)                                  any meeting convened on arequisition of Members is dissolved;

####  

#### (b)                                 any other meeting standsadjourned to the same day in the next week at the same time and place or to anyother day, time and place as the Directors may appoint by notice to theMembers.  If at the adjourned meeting aquorum is not present within 30 minutes after the time appointed for theadjourned meeting, then those Members who are present in person are deemed tobe a quorum and may transact the business for which the meeting was called.

####  

**Chairmanof general meeting**

 

### 16.6                          The chairman of the Directors, or, in the chairman’s absence, thedeputy chairman (ifany) will be entitled to take the chair at every general meeting.  If there is no chairman or if at any meetingthe chairman is not present within 30 minutes after the time appointed for holdingthe meeting or if the chairman is unwilling to act, the Directors present maychoose a chairman.  If the Directors donot choose a chairman, the Members present must choose 1 of the Directors to bechairman, and if no Director is present or willing to take the chair, theMembers must choose 1 of the Members to be chairman.

 

19

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### 16.7                          The chairman may, in the caseof a conflict of interest or otherwise in his or her discretion, appointsomeone else (who need not be a Director) to act as chairman of one or moreitems of business or resolutions at a general meeting.  While acting as chairman the appointee mayexercise all of the chairman’s powers and discretions.  The original chairman resumes the role ofchairman after the appointment concludes.

###  

**Powers ofchairman**

 

### 16.8                          The chairman is responsiblefor the general conduct of and procedures at the general meeting.

###  

### 16.9                          The chairman’s decisionsabout general conduct and procedures is final.

###  

### 16.10                    At any general meeting, if:

###  

#### (a)                                  the chairman declares that aResolution or Special Resolution has been carried, or carried by a particularmajority, or not carried; and

####  

#### (b)                                 an entry to that effect isrecorded in the minutes of proceedings of the Company

####  

that declaration is conclusive evidence of the fact without proof ofthe number or proportion of votes recorded in favour of or against thatResolution or Special Resolution.

 

**Adjournmentof general meeting**

 

### 16.11                    The chairman of a generalmeeting may adjourn the meeting from time to time and from place to place, butno business will be transacted at any adjourned meeting other than the businessleft unfinished at the meeting from which the adjournment took place.

###  

**Notice ofadjourned meeting**

 

### 16.12                    If any general meeting isadjourned for more than 1 month, Members of the Company must be given notice ofthe adjournment in the same manner in which notice was, or ought to have been,given of the original meeting.

 

## **17**                                 Voting

 

**Resolutiondetermined by majority**

 

### 17.1                          At a general meeting allResolutions submitted to the meeting will be decided by a simple majority ofvotes except where a greater majority (such as a special resolution) isrequired by this Constitution, the Act or the Listing Rules.

###  

**Castingvote of chairman**

 

### 17.2                          If an equal number of votesoccurs on a show of hands or on a poll, the chairman does not have a castingvote in addition to any votes to which the chairman may be entitled as aMember, proxy, attorney or representative and the Resolution will be decided inthe negative.

###  

**Method ofvoting**

 

### 17.3                          Every Resolution submitted tothe meeting, in the first instance, will be determined by a show of handsunless a poll is demanded under clause 17.4 or the Act either before or onthe declaration of the result of the vote on a show of hands.

###  

**Demand forpoll**

 

### 17.4                          A poll may be demanded on anyResolution by:

 

20

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#### (a)                                  the chairman;

####  

#### (b)                                 at least 5 Members who arepresent; or

####  

#### (c)                                  any 1 or more Members who arepresent, holding Shares conferring not less than 5% of the total voting rightsof all Members having the right to vote on the Resolution.

####  

**Conductinga poll**

 

### 17.5                          The chairman will decide ineach case the manner in which a poll is taken.

###  

### 17.6                          In every case the chairmanmust ascertain the number of votes attaching to Shares held or represented bypersons voting in favour of a Resolution or Special Resolution and by thosevoting against the Resolution.

###  

### 17.7                          The chairman will determineany dispute about admitting or rejecting a vote and that determination made ingood faith will be final and conclusive.

###  

**Votes**

 

### 17.8                          Subject to this Constitution,the Listing Rules and the rights or restrictions on voting which may attach toor be imposed on any class of Shares:

###  

#### (a)                                  on a show of hands everyMember present (including each holder of preference Shares who has a right tovote) will have 1 vote; and

####  

#### (b)                                 on a poll every Memberpresent (including each holder of preference Shares who has a right to vote)will have 1 vote for each fully paid Share held by that Member and a fractionof a vote for each partly paid Share, equivalent to the proportion which theamount paid (not credited) is of the total amounts paid and payable (excludingamounts credited) for that Share, ignoring any amounts paid in advance of acall.

####  

**Votes byproxy**

 

### 17.9                          A Member who is entitled toattend and cast a vote at a general meeting of the Company may appoint not morethan 2 other persons as that Member’s proxy or proxies to attend and vote atthe meeting on that Member’s behalf.

###  

### 17.10                    If a Member appoints 1 proxy,that proxy may vote on a show of hands.

###  

### 17.11                    A proxy may demand or join indemanding a poll.

###  

### 17.12                    If a Member is present at anygeneral meeting for which the Member has validly appointed a proxy to attendand vote for the Member:

###  

#### (a)                                  the proxy’s authority tospeak for the Member is suspended while the Member is present; and

####  

#### (b)                                 the proxy’s authority to votefor the Member on any resolution is not suspended while the Member is presentbut is revoked by the Member voting in person on that resolution.

####  

### 17.13                    A proxy may vote or abstainas he or she chooses except to the extent that an appointment of the proxyindicates the manner in which the proxy must vote on any resolution.  The proxy may only vote or abstain on a pollor show of hands as instructed by proxy appointment.

 

21

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**Voting ifcall unpaid on Shares**

 

### 17.14                    Subject to any restrictionsaffecting the right of any Member or class of Members to attend any meeting, aMember holding Shares on which no calls or other moneys are due and payable tothe Company is entitled;

###  

#### (a)                                  to receive notices and toattend any general meeting; and

####  

#### (b)                                 to vote and be counted in aquorum,

####  

even though that Member has moneys then due and payable to the Companyin respect of other Shares which that Member holds.

 

### 17.15                    A Member may not vote at anygeneral meeting in respect of those Shares the Member holds on which calls orother moneys are due and payable to the Company at the time of the meeting.

###  

**Voting byjoint holders**

 

### 17.16                    Subject to clause 17.19,joint holders of Shares may vote at any meeting either personally or by proxyor by attorney or representative in respect of those Shares as if they weresolely entitled to those Shares.

###  

### 17.17                    If more than 1 joint holderis present at any meeting (whether personally, by proxy or by attorney or byrepresentative) and tenders a vote, only the vote of the joint holder whosename appears first on the register will be counted.

###  

### 17.18                    Several legal personalrepresentatives of a deceased Member will for the purpose of this clause bedeemed to be joint holders of the Shares registered in the name of that Member.

###  

**Voting bytransmittee**

 

### 17.19                    A person entitled totransmission of a Share under clause 9 who, at least 48 hours before thetime notified for a general meeting (or an adjourned meeting), satisfies theBoard of the Member’s right to that Share, may vote at that general meeting inrespect of that Share as if that person were registered as the holder of theShare.

###  

**Voting byMember of unsound mind**

 

### 17.20                    If a Member is of unsoundmind, or is someone whose person or estate is liable to be dealt with under alaw relating to mental health, that Member’s committee or trustee or otherperson who properly manages the Member’s estate may, if that person has atleast 48 hours before the time notified for a general meeting (or an adjournedmeeting) satisfied the Board of its relationship to the Member or the Member’sestate, exercise the Member’s rights in respect of the general meeting as ifthe committee, trustee or other person were the Member.

###  

**Votingexclusions**

 

### 17.21                    If:

###  

#### (a)                                  the Listing Rules so require;or

####  

#### (b)                                 to ensure that a Resolutionor Special Resolution on which the Act requires that particular persons do notcast a vote so that the resolution has a specified effect under the Act; and

####  

#### (c)                                  the notice of a generalmeeting includes any voting exclusion statement specifying that, in relation toparticular business to be considered at that general meeting, votes

 

22

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#### cast by particular persons (whether specified by name or description ofparticular classes of persons) are to be disregarded by the Company,

####  

the Company must not take into account, in determining the votes caston a resolution relating to that business (whether a Special Resolution or anordinary Resolution) or for any other purpose, any vote cast or purported to becast by or on behalf of any of those persons (whether on a show of hands or ona poll) in relation to that resolution except to the extent that the ListingRules or the Act (as applicable) permit.

 

**Ruling onentitlements and votes**

 

### 17.22                    An objection raised with thechairman of a general meeting as to:

###  

#### (a)                                  whether a purported voter isqualified; or

####  

#### (b)                                 whether the admission orrejection of a vote by any person present and entitled (or claiming to beentitled) to vote should be admitted or rejected

####  

may only be made at the general meeting or adjourned meeting at whichthe purported voter wishes to vote or the vote objected to is given ortendered.

 

### 17.23                    In relation to thatobjection:

###  

#### (a)                                  the decision of the chairmanis final and conclusive; and

####  

#### (b)                                 a vote not disallowed as aresult is valid and effective for all purposes.

 

## **18**                                 Proxies

 

**Instrumentappointing proxy**

 

### 18.1                          The instrument appointing aproxy must be in writing and signed by the appointor or the appointor’sattorney duly authorised in writing, or, if the appointor is a body corporate,by its corporate representative or in accordance with the Act.

###  

**Deposit ofproxy with company**

 

### 18.2                          The instrument appointing a proxyand the original power of attorney (if any) under which it is signed, or acertified copy of the power of attorney:

###  

#### (a)                                  must be received by theCompany at least 48 hours before the time for holding the meeting; and

####  

#### (b)                                 may be:

####  

##### (i)                                    delivered to the Company’soffice; or

#####  

##### (ii)                                 sent by facsimile received atthe Company’s office or at any other place, fax number or electronic addressspecified for the purpose in the notice of meeting; or

#####  

##### (iii)                              otherwise received by anyother means permissible under section 250B of the Act.

 

23

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**Validityof vote given in accordance with proxy**

 

### 18.3                          Unless the Company hasreceived written notice of the matter before the start or resumption of themeeting at which a proxy votes, a vote cast by the proxy will be valid even if,before the proxy voted:

###  

#### (a)                                  the Member dies;

####  

#### (b)                                 the Member is mentallyincapacitated;

####  

#### (c)                                  the Member revokes the proxy’sappointment;

####  

#### (d)                                 the Member revokes theauthority under which the proxy was appointed by a third party; or

####  

#### (e)                                  the Member transfers theShare for which the proxy was given.

####  

**Form ofproxy**

 

### 18.4                          Every instrument of proxymust specify the Member’s name and address, the Company’s name, the proxy’sname or the name of the office held by the proxy and the meetings at which theproxy may be used, and must otherwise comply with the provisions ofsection 250A of the Act.  Anappointment of proxy may be a standing one.

###  

### 18.5                          The instrument of proxy mayspecify the manner in which the proxy is to vote in respect of each of theresolutions to be proposed.

###  

### 18.6                          The instrument of proxy mayspecify the proportion or number of votes which the proxy may exercise.  If the Member appoints two proxies and theappointment does not specify the proportion or number of the Member’s voteseach proxy may exercise, each proxy may exercise half of the votes.

###  

### 18.7                          Any instrument of proxydeposited in accordance with this Constitution which does not name theappointee will be deemed to be given in favour of the chairman of the meetingto which it relates.

 

## **19**                                 Directors

 

**Number ofDirectors**

 

### 19.1                          The number of Directors mustnot be less than 3, nor more than the number determined by the Directors fromtime to time, which until otherwise determined by the Directors is 10.

###  

**No Sharequalification**

 

### 19.2                          A Director need not hold anyShares in the Company.

###  

**Electionof Directors by Company**

 

### 19.3                          Directors must be elected byResolution of the Company in general meeting.

###  

**Directorsmay fill casual vacancies or appoint additional Directors**

 

### 19.4                          Despite clause 19.3, theDirectors have power at any time and from time to time to appoint any otherperson as a Director either to fill a casual vacancy or as an addition to theBoard but the total number of Directors must not at any time exceed the maximumnumber for the time being fixed by or under this Constitution.

 

24

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### 19.5                          Any Director, except themanaging director, appointed under this clause while the Company is admitted tothe Official List must retire from office at, and will be eligible forre-election at, the next annual general meeting following his or herappointment.

###  

**Eligibilityfor election as a Director**

 

### 19.6                          A person is only eligible forappointment as a Director by Resolution of the Company in general meeting,where the Company receives at its Office at least 30 business days before therelevant general meeting both:

###  

#### (a)                                  a nomination of the person bya Member; and

####  

#### (b)                                 a consent to that nominationsigned by the person nominated for election as a Director,

####  

#### except where a Director retires from the Board under this Constitutionor a person is recommended for appointment by the Board.

####  

**Auditorcannot be Director**

 

### 19.7                          No auditor of the Company orpartner or employee or employer of an auditor can be appointed as a Director oran alternate Director of the Company.

 

## **20**                                 Director’s tenureof office

 

**Directors’tenure of office**

 

### 20.1                          Subject to the Act, theListing Rules and this Constitution and clause 20.2, a Director must retirefrom office or seek re-election by no later than the third annual generalmeeting following his or her appointment or election or 3 years, whichever islonger.

###  

### 20.2                          This clause does not apply tothe managing director.  If there is morethan 1 managing director, only the first appointed does not have to comply withthe requirement to relinquish office.

###  

**Retirementby rotation**

 

### 20.3                          Unless otherwise determinedby a Resolution of the Company, while the Company is admitted to the OfficialList, at least one Director must retire from office at each annual generalmeeting unless there has been an election of Directors earlier that year.

###  

### 20.4                          If no Director is required toretire at an annual general meeting under clause 19.5 or clause 20.1,then the Director to retire under clause 20.3 will be the one who has beenlongest in office since his or her last election.

###  

### 20.5                          As between those who becameDirectors on the same day, those to retire will, unless they otherwise agreeamong themselves, be determined by lot.

###  

### 20.6                          A retiring Director may actas a Director throughout the meeting at which he or she retires and at anyadjournment.

###  

### 20.7                          This clause does not apply tothe managing director.  If there is morethan 1 managing director, only the first appointed does not have to comply withthe requirement to relinquish office as set out in this clause.

 

25

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**RetiringDirector eligible for re-election**

 

### 20.8                          A Director who retires orwhose office is vacated under this Constitution will be eligible for electionor re-election to the Board.

###  

**Removal ofDirector by the Company**

 

### 20.9                          The Company may by Resolutionremove any Director at any time.

###  

**Vacationof office**

 

### 20.10                    The office of a Director willbe automatically vacated if the Director:

###  

#### (a)                                  is declared bankrupt;

####  

#### (b)                                 becomes of unsound mind or aperson whose person or estate is liable to be dealt with under the lawsrelating to mental health;

####  

#### (c)                                  is prohibited from being aDirector in accordance with any of the provisions of the Listing Rules, the Actor any order made under the Act or the Director’s office is vacated;

####  

#### (d)                                 resigns by giving the Companywritten notice;

####  

#### (e)                                  either personally or by analternate Director, fails to attend Board meetings for a continuous period of 3Months without leave of absence from the Board; or

####  

#### (f)                                    is an executive directorunder an employment or services agreement with the Company and that agreementterminates, unless the Board determines otherwise.

####  

### 20.11                    A Director whose office isvacated under paragraphs (i), (ii) or (iii) will not be eligible forre-election until the disability (or disabilities) referred to is (or are)removed.

 

## **21**                                 Director’sremuneration

 

**Remunerationfor non-executive Directors**

 

### 21.1                          Subject to clause 21.6and the Listing Rules, the Company in general meeting may from time to timedetermine the maximum aggregate cash remuneration (**Remuneration**) to be paid to the non-executiveDirectors for services rendered as Directors.

###  

### 21.2                          Those Directors may dividethe Remuneration among themselves in any proportions and in any manner as theymay from time to time determine.

###  

### 21.3                          If those Directors do not orare unable to agree as to the apportionment of the Remuneration, it will bedivided among them equally but with any non-executive chairman receiving threetimes that of the other non-executive Directors.

###  

### 21.4                          The Remuneration:

###  

#### (a)                                  accrues from day to day;

####  

#### (b)                                 excludes any superannuationpayments, and indemnities and insurance premiums paid in accordance with thisConstitution; and

####  

#### (c)                                  excludes any remunerationpayable to any Director under any executive service contract with the Companyor a Related Body Corporate.

 

26

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**Additionalremuneration for extra services**

 

### 21.5                          If any Director performsextra services or makes special exertions (at the Board’s request), such asgoing or living abroad, serving on any Board committee, or otherwise for anyCompany purpose, the Company may remunerate that Director by paying for thoseservices and exertions.  This payment maybe in addition to any remuneration determined under clauses 21.1 to 21.4.

###  

**Remunerationto be in accordance with Listing Rules**

 

### 21.6                          Remuneration payable toDirectors must comply with the Listing Rules and in particular:

###  

#### (a)                                  fees payable to non-executiveDirectors must be by way of a fixed sum, and not by way of a commission on or apercentage of profits or operating revenue;

####  

#### (b)                                 the Remuneration payable toexecutive Directors must not include a commission on or percentage of operatingrevenue; and

####  

#### (c)                                  the total directors’ feespayable to Directors must not be increased without the Members in generalmeeting first giving their approval.

####  

**Expensesof Directors**

 

### 21.7                          In addition to anyRemuneration, the Company must also pay Directors (in addition to any otherremuneration) all travelling and other expenses they incur in attending andreturning from Directors’ meetings, any committee of the Directors or anyCompany general meetings or otherwise in connection with the Company’sbusiness.

 

## **22**                                 Director’scontracts

 

**Directorsnot disqualified from holding office or contracting with Company**

 

### 22.1                          Except as otherwise providedin the Act or the Listing Rules:

###  

#### (a)                                  no Director will bedisqualified by virtue of being a Director from holding any office or place ofprofit (other than as auditor) with the Company or with any company promoted bythe Company or with any corporation in which the Company is a Member or whichis a Member of the Company or in which the Company is otherwise interested;

####  

#### (b)                                 no Director will bedisqualified by virtue of being a Director from contracting with the Company(whether as vendor, purchaser or otherwise);

####  

#### (c)                                  no contract referred to inthis clause 22 or any contract or arrangement entered into by or on behalfof the Company in which any Director is in any way interested can be avoidedand no Director will be liable to account to the Company for any profit arisingfrom that contract or arrangement or from any office referred to in thisclause 22.1 by reason only of that Director holding that office or of theDirector’s fiduciary relationship with the Company.

####  

**Directorcan act in professional capacity**

 

### 22.2                          Subject to the Act and theListing Rules, a Director or a Director’s firm may act in a professionalcapacity (other than as auditor) for the Company and that Director or thatDirector’s firm is entitled to remuneration for professional services as if therelevant Director were not a Director.

 

27

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**Directornot to vote on contract in which the Director has a material personal interest**

 

### 22.3                          Subject to the Act and theListing Rules, neither a Director nor his or her alternate may vote at anyBoard meeting about any contract or arrangement in which the Director has,whether directly or indirectly, a material personal interest.  However, that Director may execute orotherwise act in respect of that contract or arrangement.

###  

**Directorsto declare interest**

 

### 22.4                          Any Director who has amaterial personal interest in a matter that relates to the Company’s affairsmust give the other Directors notice of that interest, unless the interest isof a type referred to in section 191(2)(a) of the Act, or all of theconditions referred to in section 191(2)(c) of the Act are satisfied.

###  

### 22.5                          The Director must declare thenature and extent of such interest and the relation of such interest to theCompany’s affairs at a Directors’ meeting as soon as possible after theDirector becomes aware of his or her interest in the matter.

###  

### 22.6                          A Director who has such aninterest in a matter may give a standing notice to the other Directors of thenature and extent of that Director’s interest in the matter in accordance withsection 192 of the Act.  Suchstanding notice must be tabled at the next Directors’ meeting, and the natureand extent of the interest disclosed must be recorded in the minutes of themeeting at which the standing notice is tabled.

###  

**Directorsto declare potential conflicts**

 

### 22.7                          Any Director who holds anyoffice or possesses any property whereby the holding or possession might(whether directly or indirectly) create conflicting duties or interests withthose as a Company Director must declare the fact of holding that office orpossessing that property, and the nature and extent of any conflict, at thefirst Directors’ meeting held after he or she becomes a Director or (if alreadya Director) at the first Director’s meeting held after he or she becomes awareof the relevant facts.

###  

**Secretaryto record declarations of Directors**

 

### 22.8                          The Secretary must record inthe minutes of the meeting any declarations made or notices given by a Directorunder this Constitution.

 

## **23**                                 Powers ofDirectors

 

**Powers ofDirectors**

 

### 23.1                          Subject to the Act and to anyprovision of this Constitution, the Directors will manage, or cause themanagement of, the business of the Company. The Directors may pay, or cause to be paid, all expenses incurred inpromoting and forming the Company and may exercise, or cause to be exercised,all powers of the Company that are not, by the Act or by this Constitution,required to be exercised by the Company in general meeting.

###  

**Powers toborrow or raise money**

 

### 23.2                          Without limiting thegenerality of the previous clause, the Directors may from time to time at theirdiscretion borrow or raise any sum or sums of money or obtain other financialaccommodation for Company purposes and may grant security for the repayment ofthat sum or sums or the payment, performance or fulfilment of any debts,liabilities, contracts or obligations incurred or undertaken by the Company inany manner and on any terms and

 

28

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### conditions as they think fit and in particular by the issue or re-issueof bonds, perpetual or redeemable debentures or any mortgage, charge or othersecurity on the undertaking or the whole or any part of the property of theCompany (both present and future) including its uncalled or unpaid capital forthe time being.

###  

**Directorsmay vote shares in other corporations**

 

### 23.3                          Subject to the Act and theListing Rules, the Directors may exercise the voting power conferred by theshares in any corporation held by the Company in any manner they think fit,including in circumstances where a Director may be interested in the exercise,such as an exercise in favour of any Resolution appointing a Director as anofficer of a corporation or voting or providing for the payment of remunerationto officers of the other corporation.

###  

**Agent orattorney**

 

### 23.4                          The Directors may at any timeappoint any person or persons to be a Company agent or attorney for any purposeand with any powers, authorities and discretions (not exceeding those vested inor exercisable by the Directors under this Constitution) and for any period andsubject to any conditions as the Directors think fit.

###  

### 23.5                          Any appointment may be madein favour of:

###  

#### (a)                                  any company; or

####  

#### (b)                                 the members, directors,nominees or managers of any company or firm; or

####  

#### (c)                                  any fluctuating body ofpersons (whether nominated by the Directors or otherwise).

####  

### 23.6                          Any document appointing anagent or power of attorney may provide for the protection or convenience of theagent or attorney and of persons dealing with the agent or attorney as theDirectors may think fit.

###  

**Sub-delegationof powers**

 

### 23.7                          The Directors may authoriseany agent or attorney they have appointed to sub-delegate all or any of thepowers, authorities and discretions vested in them for the time being.

 

## **24**                                 Executivedirectors

 

**Managingdirector**

 

### 24.1                          The Directors may at any timeappoint 1 or more Directors to be the managing director or to any otherexecutive office for any period and on any terms they think fit.  Subject to the terms of any agreement enteredinto in any particular case, the Directors may revoke that appointment.  An appointment automatically terminates ifthe appointee ceases to be a Director. If the appointee ceases to be the managing director, that person willalso automatically cease to be a Director unless the Board determinesotherwise.

###  

**Directorsmay confer powers on executive directors**

 

### 24.2                          The Directors may confer on amanaging director or other executive director any of the powers exercisable bythe Directors on those terms and conditions and with any restrictions as theythink fit.  Any powers so conferred maybe concurrent with or to the exclusion of their own powers.  The Directors may at any time revoke,withdraw, alter or vary all or any of those powers.

 

29

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**Remunerationof executive directors**

 

### 24.3                          Subject to the Listing Rulesand the terms of any agreement entered into with any executive director, theBoard may fix the remuneration of each executive director which may comprisesalary or commission on or participation in profits of the Company, but may notcomprise commission on, or a percentage of, operating revenue.

 

## **25**                                 Proceedings ofDirectors

 

**Boardmeetings**

 

### 25.1                          The Directors may meeteither:

###  

#### (a)                                  in person;

####  

#### (b)                                 by telephone;

####  

#### (c)                                  by audiovisual linkup; or

####  

#### (d)                                 by any other instantaneouscommunications medium for conferring;

####  

for dispatch of business, and adjourn and otherwise regulate theirmeetings as they think fit.

 

**Directorto be regarded as present at meeting**

 

### 25.2                          A Director is regarded aspresent at a meeting where the meeting is conducted by telephone, audiovisuallinkup or other instantaneous communications medium for conferring, if theDirector is able to hear, and to be heard by, all others attending the meeting.

###  

**Place ofmeeting**

 

### 25.3                          A meeting conducted bytelephone, audiovisual linkup or other instantaneous communications medium forconferring, will be deemed to be held at the place agreed on by the Directorsattending that meeting, provided that at least 1 of the Directors present atthe meeting was at that place for the duration of the meeting.  Meetings may be held outside Australia.

###  

**Conveningof Directors meeting**

 

### 25.4                          A Director may at any time,and the Secretary on the request of a Director must, convene a meeting ofDirectors.

###  

**Notice ofmeeting**

 

### 25.5                          Notice of every meeting ofDirectors must be given to each Director who is within Australia but it is notnecessary to give notice to any Director who is outside Australia.  Such notice may be given in person, bytelephone, by audio visual linkup or by any other instantaneous communicationsmedium for conferring.

###  

**Directorsmay act notwithstanding vacancy**

 

### 25.6                          The Directors may act despitethere being a vacancy on the Board, but if and so long as their number is belowthe number required for a quorum, they must not act except in an emergency orto fill a vacancy or to summon a general meeting.

 

30

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**Quorum forBoard meetings**

 

### 25.7                          At a meeting of Directors,the number of Directors necessary to constitute a quorum is that number asdetermined by the Directors and, unless otherwise determined, is 3.

###  

**Meetingcompetent to exercise all powers**

 

### 25.8                          A Directors’ meeting at whicha quorum is present will be competent to exercise all or any of the powers anddiscretions vested in or exercisable by the Directors generally.

###  

**Chairmanof Board meetings**

 

### 25.9                          The Directors may elect achairman and deputy chairman of their meetings and determine the periods forwhich they are to hold office.  If nochairman or deputy chairman is elected or if at any meeting neither thechairman nor the deputy chairman is present at the time appointed for themeeting, the Directors present at the meeting may choose 1 of the Directorspresent to be chairman of the meeting.

###  

**Documentstabled at meeting**

 

### 25.10                    An original document, or aphotocopy, facsimile or electronic copy of that document, which is in thepossession of, or has been seen by, all Directors attending the Directors’meeting before, or at the time of, that meeting, is deemed to be a documenttabled at that meeting.

###  

**Questionsto be decided by majority**

 

### 25.11                    Questions arising at anyBoard meeting will be decided by a majority of votes of Directors present andvoting.  Subject to the Listing Rules, ifthe votes cast are equal, the chairman will have a second or casting vote, butnot so where there are only 2 Directors present who are competent to vote onthe question at issue.

###  

**Resolutionin writing**

 

### 25.12                    A Resolution in writing ofwhich notice has been given to all Directors for the time being entitled toreceive notice of that meeting and which is signed by a majority of Directorsfor the time being entitled to attend and vote at Directors’ meetings will beas valid and effectual as if it had been passed at a Directors’ meeting dulyconvened and held.

###  

### 25.13                    That Resolution may consistof several documents in like form each signed by 1 or more of the Directors.

###  

### 25.14                    For the purposes of thisclause:

###  

#### (a)                                  the signature of an alternateDirector will be as effective as, and may be substituted for, the signature of anappointing Director; and

####  

#### (b)                                 a signature will be valid ifit is transmitted by facsimile, e-mail, or other generally accepted technology.

####  

### 25.15                    The effective date of thatResolution is the date on which the document or any of the counterpartdocuments was last signed.

###  

**Resolutionpassed deemed to be determination of Board**

 

### 25.16                    Any Resolution properlypassed at a duly convened Directors’ meeting at which a quorum is present willbe deemed to be a determination by all the Directors or the Board for thepurposes of this Constitution.

 

31

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**Committeepowers and meetings**

 

### 25.17                    The Directors may delegateany of their powers to a committee of Directors, a sole Director and/or otherpersons as they think fit and may revoke that delegation.

###  

### 25.18                    Any committee can exercisethe powers delegated to it in accordance with any directions that may from timeto time be imposed on it by the Board.

###  

### 25.19                    The meetings and proceedingsof any committee consisting of 2 or more Directors will be governed by theprovisions of this Constitution regulating the meetings and proceedings of theDirectors so far as they are applicable and are not superseded by any directionmade by the Board under this clause.

###  

**Validityof acts of Directors**

 

### 25.20                    All acts done by anyDirectors’ meeting or by a committee of the Directors or by any person actingas a Director will be valid even it is discovered afterwards that there wassome defect in the appointment or election of that Director or person acting asa Director or that any Director was disqualified or had vacated office or wasotherwise not entitled to vote or act.

 

## **26**                                 Secretary

 

### 26.1                          A Secretary or Secretaries ofthe Company must be appointed by the Directors in accordance with the Act.  The Directors may also appoint acting andassistant Secretaries.  Thoseappointments may be for any term, at any remuneration and on any conditions asthe Directors think fit and any person so appointed may be removed by theDirectors.

 

## **27**                                 Minutes and registersto be kept

 

**Minutes**

 

### 27.1                          The Directors must cause tobe entered in one or more sets of minute books of the Company within 1 Month ofthe relevant meeting, minutes containing details of:

###  

#### (a)                                  the names of the Directorspresent at each Directors’ meeting and meeting of any committee of Directors;

####  

#### (b)                                 all declarations made ornotices given by any Director (either generally or specifically) of itsinterest in any contract or proposed contract or of its holding of any officeor property whereby any conflict of duty or interest may arise; and

####  

#### (c)                                  all Resolutions andproceedings of general meetings of the Company, Directors’ meetings andmeetings of any committee of the Directors.

####  

**Minutes tobe signed by chairman**

 

### 27.2                          Any minutes of any generalmeetings of the Company, Directors’ meeting or meetings of any committee of theDirectors must be signed by the chairman of the meeting or by the chairman ofthe next succeeding meeting and once signed will constitute prima facieevidence of the matters stated in the minutes.

###  

**Registers**

 

### 27.3                          The Directors must cause theCompany to keep:

 

32

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#### (a)                                  a register of Members andother registers required under the Act; and

####  

#### (b)                                 any other registers orsub-registers required by the Listing Rules or Settlement Rules.

 

## **28**                                 Reserves

 

**Reserves**

 

### 28.1                          Before declaring anydividends, the Directors may set aside out of the Company’s profits any sumsthey think proper as reserves to be applied to meet contingencies, to equalisedividends, to pay special dividends, to repair, improve or maintain any Companyproperty or for any other purpose the Directors in their absolute discretionconsider to be in the Company’s interests. Pending that application, the reserves may, at the Directors’ discretion,be used in the Company’s business or be invested as the Directors think fit(including the purchase of Shares of the Company).  The Directors may deal with and vary theseinvestments and dispose of all or any part for the Company’s benefit and maydivide the reserves into special reserves as they think fit.

###  

**Carryforward of profits**

 

### 28.2                          The Directors may carryforward any profits they consider ought not to be distributed as dividendswithout transferring those profits to a reserve.

###  

**Revaluationof assets**

 

### 28.3                          Subject to the Act, theDirectors may revalue any assets of the Company.

 

## **29**                                 Dividends

 

**Power todetermine and declare dividends vested in Directors**

 

### 29.1                          The power to determine that adividend is payable and to declare dividends (including interim dividends) isvested in the Directors who may fix the amount and the timing for payment andthe method of payment of any dividend in accordance with this Constitution.

###  

**Apportionmentof dividends**

 

### 29.2                          Subject to this Constitution,the Act, the Listing Rules and the rights of Members entitled to Shares withpreferential, special or qualified rights as to dividend, dividends are to beapportioned and paid among the Members in proportion to the amounts paid up(not credited) on the Shares held by them. Any amount paid on a Share in advance of a call will be ignored whencalculating the relevant proportion.

###  

**Dividendsonly payable out of profits**

 

### 29.3                          No dividend is payable exceptout of the Company’s profits.  Thedeclaration of the Directors as to the amount of the Company’s profits isconclusive.

###  

**Dividendpayable by distribution of assets**

 

### 29.4                          The Directors when declaring a dividend may:

 

33

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#### (a)                                  resolve that the dividend bepaid wholly or partly by the distribution of specific assets including bonusShares or other securities of the Company or any other corporation; and

####  

#### (b)                                 to the extent permitted bylaw, direct that the dividend be payable

####  

##### (i)                                    to particular Members whollyor partly out of any particular fund or reserve or out of profits derived fromany particular source; and

#####  

##### (ii)                                 to the remaining Memberswholly or partly out of any other particular fund or reserve or out of profitsderived from any other particular source

#####  

and may make that direction despite that by doing so the dividend willform part of the assessable income for taxation purposes of some Members andwill not form part of the assessable income of others.

 

#### (c)                                  All matters concerningdividends including valuation of assets is determined by the Directors as theythink expedient.

####  

**Dividendsmay be payable in foreign currency**

 

### 29.5                          Dividends will be declared inAustralian currency.

###  

### 29.6                          The Directors may, if theythink fit, determine that any dividend payable to some or all the Members willbe paid in a currency or currencies other than Australian currency.  For that purpose the Directors may at thetime of declaration of the dividend stipulate a date on which they willdetermine the rate or rates at which the dividend will be converted into theother currency or currencies.

###  

### 29.7                          Payment in another currencyor currencies of the amount of any dividend converted under this clause will bedeemed as between the Company and all Members to be an adequate and properpayment of the amount of the dividend.

###  

**Nointerest payable on dividends**

 

### 29.8                          Interest is not payable bythe Company in respect of any dividend.

###  

**Directorsmay retain certain dividends**

 

### 29.9                          The Directors may retain thedividends payable on Shares to which any person is entitled to become a Memberbecause of death, bankruptcy or other operation of law until that person or anominated transferee becomes a Member in respect of the Shares.

###  

**Directorsmay deduct from dividends money payable to Company**

 

### 29.10                    The Directors may deduct fromany dividend payable to a Member all sums of money presently payable by theMember to the Company on account of calls or otherwise.

###  

**Payment ofdividends**

 

### 29.11                    Any dividend, interest orother moneys payable in respect of any Shares may be paid by cheque or by anyother method of payment specified by the Directors.

###  

### 29.12                    Where the dividend, interestor other moneys payable in respect of Shares is paid by cheque, the cheque willbe sent through the post to:

###  

#### (a)                                  the registered address of theMember or person entitled or, in the case of joint holders, to the registeredaddress of that holder whose name appears first on the Register in respect ofthe joint holding; or

 

34

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#### (b)                                 to that person at thataddress as the holder or joint holders may in writing direct.

####  

### 29.13                    Every cheque will be madepayable to the order of the person to whom it is sent and is at its risk.

###  

**Unclaimeddividends**

 

### 29.14                    Except as otherwise providedby law, all dividends unclaimed for 1 year after having been declared may beinvested or otherwise made use of by the Directors for the benefit of theCompany until claimed.

###  

**DividendReinvestment Plans**

 

### 29.15                    The Directors may implementand in their discretion maintain, on terms and conditions determined by theDirectors from time to time, dividend reinvestment plans (a DividendReinvestment Plan) for cash dividends paid by theCompany in relation to Shares in the capital of the Company to be reinvested byway of subscription for Shares or other securities to be issued and allotted bythe Company.  Participation in a DividendReinvestment Plan will be available to those Members who wish to participate inthe Dividend Reinvestment Plan and are eligible to do so under the terms andconditions of the Dividend Reinvestment Plan.

###  

**Amendmentof Dividend Reinvestment Plans**

 

### 29.16                    The Directors may vary, amendor suspend any terms or conditions of a Dividend Reinvestment Plan as and whenthey think fit in their discretion.

 

## **30**                                 Capitalisingprofits

 

**Capitalisingprofits**

 

### 30.1                          The Directors may resolve tocapitalise any sum for the time being standing to the credit of any of theCompany’s reserve accounts, arising from a revaluation or sale of assets, orotherwise available for distribution to Members.  The sum capitalised will be applied for thebenefit of Members (in the proportions to which those Members would have beenentitled in a distribution of that sum by way of dividend) in one or both ofthe following ways:

###  

#### (a)                                  in or towards paying up anyamounts for the time being unpaid on any Shares held by those Members; or

####  

#### (b)                                 in paying up in full or inpart any unissued Shares or debentures of the Company to be allotted anddistributed credited as fully paid to those Members.

####  

**Directorspowers in relation to capitalisation of profits**

 

### 30.2                          In giving effect to anyResolution for capitalisation under clause 30.1, the Directors may:

###  

#### (a)                                  appoint any person to make anagreement on behalf of the Members entitled to benefit from the Resolutionwhere that agreement is required under the Act or is otherwise considered bythe Directors to be desirable;

####  

#### (b)                                 issue fractional certificatesor make cash payments where Shares or debentures become issuable in fractions;and

####  

#### (c)                                  otherwise provide foradjusting differences and settling any difficulty arising under the Resolutionincluding a determination that fractions will be disregarded or that afractional entitlement be increased to the next whole number.

 

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## **31**                                 Financial statements

 

**Financialrecords**

 

### 31.1                          The Directors must causefinancial and other records to be kept as required by the Act, the ListingRules and this Constitution. A Director (including a former Director) mayinspect and make a copy of such financial and other records (including boardpapers) for the purposes of a legal proceeding to which the person is a party,that the person proposes in good faith to bring, or that the person has reasonto believe will be brought against the person.

###  

**Financialstatements to be audited**

 

### 31.2                          The financial statements ofthe Company for each Financial Year must be audited by the auditor inaccordance with the Act.

###  

**Auditor**

 

### 31.3                          The auditor of the Company isto be appointed and removed from time to time in accordance with the Act.

 

## **32**                                 Inspection ofrecords

 

### 32.1                          Subject to the Act, theDirectors may determine whether and to what extent the documents and records ofthe Company will be open to inspection by any person.  This clause does not limit the rights of aDirector or former Director under the law.

 

## **33**                                 Notices

 

**Service ofnotices by Company**

 

### 33.1                          A notice may be given by theCompany to any Member in any one of the following ways:

###  

#### (a)                                  personally, by giving it tothe Member;

####  

#### (b)                                 by leaving it addressed tothe Member at the Member’s address;

####  

#### (c)                                  by facsimile to the Member atthe Member’s facsimile number;

####  

#### (d)                                 by e-mail to the Member’selectronic address;

####  

#### (e)                                  by post by sending itaddressed to the Member at the Member’s address;

####  

#### (f)                                    or otherwise by any method(including by advertisement) as the Directors may determine.

####  

**Electroniccommunications**

 

### 33.2                          Where the Company is requiredby the Act or this Constitution to:

###  

#### (a)                                  give information in writing;

####  

#### (b)                                 provide a signature;

####  

#### (c)                                  produce a document;

 

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#### (d)                                 record information; or

####  

#### (e)                                  retain a document,

####  

#### that requirement is taken to have been met if the Company uses anelectronic communication or an electronic form of the relevant document, andthe Company complies with any further requirements of the *Electronic Transactions Act* 1999 (Cth).

####  

**Notices tojoint holders**

 

### 33.3                          A notice may be given by theCompany to the joint holders of a Share by giving the notice to the jointholder whose name appears first in the Register and that notice will besufficient notice to all the joint holders.

###  

**Noticedeemed to be served**

 

### 33.4                          Any notice by advertisementwill be deemed to have been served on the day of publication of the newspapercontaining the advertisement.

###  

### 33.5                          Any notice sent by post willbe deemed to have been served on the day following the day on which the noticeis posted.

###  

### 33.6                          A notice sent by facsimile orother electronic means will be deemed to have been served on the same day thatit is sent.

###  

**Service bypost**

 

### 33.7                          A notice sent by post will beproperly served if the notice was correctly addressed and was posted with therequired postage.  A certificate inwriting signed by any manager, Secretary or other officer of the Company that thenotice was so addressed and posted is conclusive evidence of proper service bypost.

###  

**Notices toMembers whose whereabouts unknown**

 

### 33.8                          Where:

###  

#### (a)                                  the Company in good faith hasreason to believe that a Member is not known at the address shown for thatMember in the Register;

####  

#### (b)                                 the Company has subsequentlymade an enquiry at that address as to the whereabouts of the Member; and

####  

#### (c)                                  the enquiry either elicits noresponse or a response indicating that the Member’s present whereabouts areunknown,

####  

all future notices will be deemed to be given to the Member if thenotice is exhibited in the Office for a period (not including weekends andpublic holidays) of 48 hours and will be deemed to be duly served at thecommencement of that period.  This clausewill apply unless and until the Member informs the Company that the Member hasresumed residence at the Member’s address shown in the Register or notifies theCompany of a new address to which the Company may send the Member notices(which new address is deemed to be the Member’s registered place of address).

 

**Noticesbinding on transferees**

 

### 33.9                          Every person who becomesentitled to any Share by operation of law, transfer or otherwise will be boundby every notice in respect of the Share which, before that person’s name andaddress is entered on the Register, is duly given to the person from whom titleto the Share is derived.

 

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**Notice todeceased or bankrupt Members**

 

### 33.10                    Any notice or document givento a Member will be deemed to have been duly given in respect of any Sharesheld solely or jointly by the Member despite the Member having died or becomingbankrupt and whether or not the Company has notice of the death or bankruptcyuntil some other person is registered in the Member’s stead as the holder orjoint holder.

###  

**Signingnotices**

 

### 33.11                    The signature to any noticeto be given by the Company may be written, printed or provided by electronicmeans.

###  

**Countingdays**

 

### 33.12                    Where a given number of days’notice or notice extending over any other period is required to be given, theday on which notice is deemed to be given will not be counted in the number ofdays or other period.

 

## **34**                                 Winding up

 

**Distributionof surplus assets**

 

### 34.1                          In a winding up, any assetsavailable for distribution to Members will, subject to the rights of theholders of Shares issued on special terms and conditions, this Constitution,the Act and the Listing Rules, be distributed amongst the Members to returncapital paid up on their Shares and distribute any surplus in proportion to theamount paid up (not credited) on Shares held by them.

###  

**Fee orcommission paid to liquidator to be approved in general meeting**

 

### 34.2                          The Company must not pay anyDirector or liquidator any fee or commission on the sale or realisation of thewhole or part of the Company’s undertaking or assets unless the Company ingeneral meeting approves.  The approvalmust by given at a meeting convened by notice specifying the fee or commissionproposed to be paid.

###  

**Distributionin specie**

 

### 34.3                          If the Company is wound up(whether voluntarily or otherwise), the liquidator may;

###  

#### (a)                                  with the approval of aSpecial Resolution, divide among the contributories in specie or kind any partof the assets of the Company;

####  

#### (b)                                 with the approval of aSpecial Resolution, vest any part of the assets of the Company in trustees oftrusts for the benefit of the contributories or any of them as the liquidatorthinks fit; and

####  

#### (c)                                  set the values it considersfair and reasonable on any property to be divided and determine how the divisionis to be carried out.

 

## **35**                                 Indemnity andinsurance

 

**Indemnity**

 

### 35.1                          To the extent permitted bylaw:

 

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#### (a)                                  the Company must indemnifyeach Director and Secretary and each former Director and Secretary, and mayindemnify any other officer or former officer of the Company (as that term isdefined in section 9 of the Act), against any liability (other than legalcosts) incurred in acting as a Director, Secretary, or, where applicable, otherofficer of the Company other than:

####  

##### (i)                                    a liability owed to theCompany or a Related Body Corporate;

#####  

##### (ii)                                 a liability for a pecuniarypenalty order under section 1317G or a compensation order undersection 1317H of the Act; or

#####  

##### (iii)                              a liability that did notarise out of conduct in good faith;

#####  

#### (b)                                 the Company must indemnifyeach Director and Secretary and each former Director and Secretary who is orwas, at the request of the Company, serving as a director or secretary ofanother company against any liability (other than legal costs) incurred inacting as a director or secretary of the other company other than:

####  

##### (i)                                    a liability owed to the othercompany or a Related Body Corporate;

#####  

##### (ii)                                 a liability for a pecuniarypenalty order under section 1317G or a compensation order undersection 1317H of the Act; or

#####  

##### (iii)                              a liability that did notarise out of conduct in good faith;

#####  

#### (c)                                  the Company must indemnifyeach Director and Secretary, and each former Director and Secretary, and mayindemnify any other officer or former officer (as that term is defined insection 9 of the Act), for costs and expenses incurred by a Director,Secretary or, where applicable, other officer of the Company, in defending anaction for a liability incurred in acting as a Director, Secretary or, where applicable,other officer of the Company, except for legal costs incurred:

####  

##### (i)                                    in defending or resisting anyproceedings, whether civil or criminal, in which the Director, Secretary or,where applicable, other officer of the Company, is found to have a liabilityfor which they could not be indemnified under clause 35.1(a) above;

#####  

##### (ii)                                 in defending or resistingcriminal proceedings in which the Director, Secretary or, where applicable,other officer of the Company, is found guilty;

#####  

##### (iii)                              in defending or resistingproceedings brought by the ASIC or by a liquidator for a court order if thegrounds for making the order are found by the court to have been established,except for costs incurred in responding to actions taken by the ASIC or aliquidator as part of an investigation before commencing proceedings for thecourt order; or

#####  

##### (iv)                             in connection withproceedings for relief to the Director, Secretary or, where applicable, otherofficer of the Company, under the Act in which the relief is denied by thecourt;

#####  

#### (d)                                 the Company must indemnifyeach Director and Secretary and each former Director and Secretary who is orwas, at the request of the Company, serving as a director or secretary ofanother company for costs and expenses incurred by the Director or Secretary indefending an action for a liability incurred in acting as a director orsecretary of the other company, except for legal costs incurred:

 

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##### (i)                                    in defending or resisting anyproceedings, whether civil or criminal, in which the Director or Secretary isfound to have a liability for which they could not be indemnified underclause 35.1(b) above;

#####  

##### (ii)                                 in defending or resistingcriminal proceedings in which the Director or Secretary is found guilty;

#####  

##### (iii)                              in defending or resistingproceedings brought by the ASIC or by a liquidator for a court order if thegrounds for making the order are found by the court to have been established,except for costs incurred in responding to actions taken by the ASIC or aliquidator as part of an investigation before commencing proceedings for thecourt order; or

#####  

##### (iv)                             in connection withproceedings for relief to the Director or Secretary under the Act in which therelief is denied by the court; and

#####  

#### (e)                                  the Company must make apayment, or agree to make a payment, whether by way of advance, loan orotherwise, for any reasonable legal costs incurred by a Director, Secretary or,where applicable, other officer of the Company (as that term is defined insection 9 of the Act), on the condition that the Director, Secretary or,where applicable, other officer of the Company, must repay the amount****paid by the Company to the extent that theCompany is found to be not able to indemnify the Director, Secretary or, whereapplicable, other officer of the Company, for those legal costs.

####  

**Insurance**

 

### 35.2                          To the extent permitted bylaw and to the extent the Company is able to obtain it, the Company mustmaintain and pay all premiums for an insurance policy insuring each Director,Secretary or other officer (as that term is defined in section 9 of theAct) of the Company or of a subsidiary of the Company against liabilityincurred in that capacity for the period of the person’s engagement and for a 7year period thereafter (and if legal action is commenced prior to the expiry ofthat date then until the final determination of that action) in an amount whichis not less than the amount provided to Directors during that period, or if nosuch policy is in existence then on the terms and conditions that are insubstance no less favourable to the person than those of any insurance policythat last covered the person.

 

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