<PAGE>

                                                                    EXHIBIT 99.1

             Excerpts of the ASX Settlement and Transfer Corporation
                           Pty Ltd as of June 7, 2007
   See www.asx.com.au/supervision/rules_guidance/astc_rules.htm for up-to-date
                                      rules

1.2  APPLICATION AND EFFECT OF THESE RULES

1.2.1 OPERATING RULES OF ASTC

          These Rules are the operating rules of the Settlement Facility for the
          purposes of the Corporations Act. These Rules should be read in
          conjunction with:

          (a) the Procedures; and

          (b) the Corporations Act.

          To the extent of any inconsistency between these Rules and the
          Procedures, these Rules will prevail.

          Introduced 11/03/04

1.2.2 BINDING EFFECT OF RULES

          These Rules are binding on Issuers, Participants and ASTC in the
          manner set out in:

          (a) section 822B of the Corporations Act; and

          (b) Rules 1.2.3 and 1.2.4.

          Introduced 11/03/04 Origin SCH 1.5.1

1.2.3 COVENANTS TO OBSERVE RULES

          These Rules (other than a Warranty and Indemnity Provision) have the
          effect of a contract under seal between ASTC and all Facility Users
          under which:

          (a) each Facility User covenants with ASTC and each other Facility
          User to observe the Rules and to perform the obligations which the
          Rules purport to impose on the Facility User, in the manner provided
          by the Rules; and

          (b) subject to Rules 3.6.11 to 3.6.18 inclusive, ASTC covenants with
          each Facility User to observe the Rules and to perform the obligations
          which the Rules purport to impose on ASTC, in the manner provided by
          the Rules.

          These Rules have the effect of a contract under seal between all RTGS
          Payments Providers for the time being admitted to participate in that
          capacity, ASTC and all Facility Users.

          Introduced 11/03/04 Origin SCH 1.5.2, 1.5.7

1.2.4 EFFECT OF WARRANTY AND INDEMNITY PROVISIONS

          The Issuer Warranties and Indemnities have the effect of a contract
          under seal between the Issuer, ASTC and every Participant.


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          The Participant Warranties and Indemnities have the effect of a
          contract under seal between the Participant, ASTC, every Issuer and
          every other Participant.

          The ASTC Indemnity has the effect of a contract under seal between
          ASTC and each Issuer.

          Introduced 11/03/04 Origin SCH 1.5.4, 1.5.5, 1.5.6

1.3 STATE OF EMERGENCY RULES

1.3.1 ACTION IF A STATE OF EMERGENCY EXISTS

          If ASTC determines that a State of Emergency exists ASTC may take or
          authorise any action it considers necessary for the purpose of dealing
          with the State of Emergency, including:

          (a) making State of Emergency Rules (that may be inconsistent with
          these Rules) for the protection of the interests of ASTC and Facility
          Users;

          (b) suspending provision of any ASTC facilities and services to one or
          more persons;

          (c) taking, or refraining from taking, or directing a Participant to
          take or refrain from taking, any action which ASTC considers is
          appropriate;

          (d) taking any action in the name of and at the expense of a
          Participant; or

          (e) other action that is inconsistent with these Rules (other than
          Rule 1.3).

          In the event of conflict between the State of Emergency Rules and
          these Rules, the State of Emergency Rules will prevail.

          Introduced 11/03/04 Origin SCH 1.6.1, 1.6.3

1.3.2 EFFECT OF A STATE OF EMERGENCY

          No person bound by the Rules is liable for failure to comply with a
          Rule (other than a Warranty an Indemnity Provision or a State of
          Emergency Rule) if, and to the extent to which, compliance has been
          delayed, interfered with, curtailed or prevented by a State of
          Emergency.

          Introduced 11/03/04 Origin SCH 1.5.3

1.3.3 PERIOD FOR STATE OF EMERGENCY RULES

          ASTC may specify the period during which any State of Emergency Rules
          remain in force, but the period must not exceed 30 Business Days. If
          ASTC does not specify a period during which any State of Emergency
          Rules remain in force, the State of Emergency Rules remain in force
          for 30 Business Days.

          Introduced 11/03/04 Origin SCH 1.6.2

1.3.4 NOTICE TO ISSUERS AND PARTICIPANTS

          ASTC must promptly notify Issuers and Participants of the making of
          any State of Emergency Rules.

          Introduced 11/03/04 Origin SCH 1.6.4

1.3.5 FACILITY USER MUST INFORM ASTC OF POTENTIAL STATE OF EMERGENCY

          A Facility User that becomes aware of any event or condition that may
          lead to a State of Emergency must immediately inform ASTC.

          Introduced 11/03/04 Origin SCH 1.6.5


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1.3.6 NO LIABILITY OF ASTC

          Without limiting any other liability provisions in these Rules none of
          ASTC, its officers, employees, agents or contractors are liable to a
          Facility User or any other person for:

          (a) any failure or delay in performance in whole or in part of the
          obligations of ASTC under the Rules or any contract, if that failure
          or delay is caused directly or indirectly by a State of Emergency
          which entitles ASTC to act under this Rule 1.3; or

          (b) any loss, liability, damage, cost or expense arising in any way
          (including, without limitation, by negligence) from the bona fide
          exercise of any power, right or discretion conferred upon ASTC by this
          Rule 1.3.

          Introduced 11/03/04

1.4 SETTLEMENT PROCEDURES

1.4.1 ASTC MAY APPROVE PROCEDURES

          ASTC may from time to time approve written Procedures relating to the
          operations of ASTC and the Settlement Facility, the conduct of
          Facility Users and the structure and operation of electronic
          communications between ASTC and Facility Users.

          Introduced 11/03/04 Origin SCH 1.8.1

1.4.2 PROCEDURES ARE NOT PART OF THE RULES

          The Procedures do not form part of these Rules. However, if a Rule
          requires a person to comply with any part of the Procedures, failure
          by the person to comply with that part of the Procedures is a
          contravention of the Rule.

          Introduced 11/03/04 Origin SCH 1.8.2, 1.8.5

1.4.3 CHANGES TO PROCEDURES

          ASTC may approve changes to the Procedures from time to time and must
          give such notice as is reasonable in the circumstances to Facility
          Users of any changes to the Procedures before those changes take
          effect.

          Introduced 11/03/04 Origin SCH 1.8.7, 1.8.4

SECTION 2 DEFINITIONS AND INTERPRETATION

     This Section contains the definitions and sets out a number of general
     principles by which these Rules are to be interpreted.

               2.1 GENERAL PRINCIPLES OF INTERPRETATION

                    In these Rules, unless the context otherwise requires:

                    (a) a reference to any legislation or legislative provision
                    includes any statutory modification or re-enactment of, or
                    legislative provision substituted for, and any regulation or
                    statutory instrument issued under, that legislation or
                    legislative provision;


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                    (b) a reference to the operating rules of an Approved
                    Clearing Facility, the operating rules of an Approved Market
                    Operator, the Listing Rules, these Rules, the Procedures or
                    the Fees and Charges Schedule is a reference to the
                    operating rules, the Procedures or the Schedule as modified
                    or amended from time to time;

                    (c) the singular includes the plural and vice-versa;

                    (d) a reference to person, body, corporation, trust,
                    partnership, unincorporated body, firm, association,
                    authority or government includes any of them;

                    (e) a word denoting any gender includes all genders;

                    (f) if a word or expression is given a particular meaning,
                    another part of speech or grammatical form of that word or
                    expression has a corresponding meaning;

                    (g) a reference to power includes a reference to authority
                    and discretion;

                    (h) a reference to a Rule (eg Rule 2.4) includes a reference
                    to all sub-Rules included under that Rule (eg Rule 2.5.4);

                    (i) a reference to a Section (eg -SECTION 2-) includes a
                    reference to all Rules and sub-Rules within that Section;

                    (j) a reference to any Rule or Procedure is a reference to
                    that Rule or Procedure as amended from time to time;

                    (k) a reference to time is to the time in Sydney, Australia;

                    (l) a reference to currency is a reference to Australian
                    currency;

                    (m) a reference to writing includes typing, printing,
                    lithography, photography, telex, facsimile or any other mode
                    of representing or reproducing words in a visible form;

                    (n) where there is a reference to the power of ASTC to make,
                    demand or impose a requirement there is a corresponding
                    obligation of the relevant Participant to comply with that
                    demand or requirement in all respects; and

                    (o) a reference to ASTC notifying or giving notice to a
                    Participant or vice-versa is a reference to notifying or
                    giving notice in accordance with Rule 1.10.

                    Introduced 11/03/04 Origin SCH 21.1


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               2.2 WORDS AND EXPRESSIONS DEFINED IN THE CORPORATIONS ACT

               2.2.1 WORDS AND EXPRESSIONS DEFINED HAVE THE SAME MEANING IN
               THESE RULES

                    Words and expressions defined in the Constitutions or the
                    Corporations Act will unless otherwise defined or specified
                    in these Rules, or the contrary intention appears, have the
                    same meaning in these Rules.

                    Introduced 11/03/04 Origin SCH 21.1.2 Amended 04/04/05

               2.3 HEADINGS AND INTRODUCTORY OVERVIEW

               2.3.1 HEADINGS AND INTRODUCTORY OVERVIEW FOR CONVENIENCE OF
               REFERENCE ONLY

                    In these Rules, headings and the introductory overview at
                    the beginning of each Section are for convenience of
                    reference only and do not affect interpretation of the Rules
                    or the Procedures.

                    Introduced 11/03/04 Origin SCH 21.2.1

               2.4 CONDUCT, ACTS AND OMISSIONS

               2.4.1 REFERENCES TO CONDUCT OR DOING ANY ACT OR THING

                    In these Rules:

                    (a) a reference to conduct or engaging in conduct includes a
                    reference to doing, refusing to do or omitting to do, any
                    act, including the making of, or the giving effect to a
                    provision of, an agreement; and

                    (b) unless the contrary intention appears, a reference to
                    doing, refusing or omitting to do any act or thing includes
                    a reference to causing, permitting or authorising:

                         (i) the act or thing to be done; or

                         (ii) the refusal or omission to occur.

                    Introduced 11/03/04 Origin SCH 21.3.1, 21.3.5

               2.4.2 CONDUCT BY OFFICERS, EMPLOYEES, AGENTS AND THIRD PARTY
               PROVIDERS

                    In these Rules, conduct engaged in on behalf of a person:

                    (a) by an officer, employee, Third Party Provider or other
                    agent of the person within the scope of the actual or
                    apparent authority of the officer, employee, Third Party
                    Provider or other agent; or

                    (b) by any other person at the direction or with the consent
                    or agreement (whether express or implied) of an officer,
                    employee, Third Party Provider or other agent of the person,
                    where the giving of the direction, consent or agreement is
                    within the scope of the actual or apparent authority of the
                    officer, employee, Third Party Provider or other agent, is
                    taken to have been engaged in also by the person.

                    Introduced 11/03/04 Origin SCH 21.3.2


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               2.4.3 STATE OF MIND OF A PERSON

                    If for the purposes of these Rules in respect of conduct
                    engaged in by a person, it is necessary to establish the
                    state of mind of the person, it is sufficient to show that
                    an officer, employee, Third Party Provider or other agent of
                    the person, being an officer, employee, Third Party Provider
                    or other agent by whom the conduct was engaged in within the
                    scope of the actual or apparent authority of that officer,
                    employee, Third Party Provider or other agent, had that
                    state of mind.

                    In this Rule 2.4.3, a reference to the state of mind of a
                    person includes a reference to the knowledge, intention,
                    opinion, belief or purpose of the person and the person's
                    reasons for the person's intention, opinion, belief or
                    purpose.

                    Introduced 11/03/04 Origin SCH 21.3.3, 21.3.4

               2.5 REGARD TO BE HAD TO PURPOSE OR OBJECT OF RULES

               2.5.1 CONSTRUCTION TO PROMOTE PURPOSE OF RULES

                    In the interpretation of a Rule, a construction that would
                    promote the purpose or object underlying the Rules (whether
                    that purpose or object is expressly stated in the Rules or
                    not) is to be preferred to a construction that would not
                    promote that purpose or object.

                    Introduced 11/03/04 Origin SCH 21.4.1

               2.6 EXAMPLES AND NOTES

               2.6.1 USE OF EXAMPLES AND NOTES

                    If these Rules include an example of, or a note about, the
                    operation of a Rule:

                    (a) the example or note is not to be taken to be exhaustive;
                    and

                    (b) if the example or note is inconsistent with the Rule,
                    the Rule prevails.

                    Introduced 11/03/04 Origin SCH 21.5.1


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               2.7 CHANGE OF NAME

               2.7.1 REFERENCE TO A BODY OR OFFICE UNDER A FORMER NAME

                    If:

                    (a) the name of a body is changed in accordance with the law
                    (whether or not the body is incorporated); or

                    (b) the name of an office is changed by law,

                    then a reference in these Rules to the body or office under
                    any former name, except in relation to matters that occurred
                    before the change took effect, is taken as a reference to
                    the body or office under the new name.

                    Introduced 11/03/04 Origin SCH 21.6

               2.8 EFFECT OF AMENDMENT TO RULES AND PROCEDURES

               2.8.1 WHERE AMENDMENTS TO RULES AND PROCEDURES ARE MADE

                    Unless expressly stated otherwise, where a Rule or Procedure
                    is:

                    (a) amended;

                    (b) deleted; or

                    (c) lapses or otherwise ceases to have effect, that
                    circumstance does not:

                    (d) revive anything not in force or existing at the time at
                    which that circumstance takes effect;

                    (e) affect the previous operations of that Rule or Procedure
                    or anything done under that Rule or Procedure;

                    (f) affect any right, privilege, obligation or liability
                    acquired, accrued or incurred under that Rule or Procedure;

                    (g) affect any penalty, forfeiture, suspension, expulsion or
                    disciplinary action taken or incurred in respect of any
                    contravention of that Rule or Procedure; or

                    (h) affect any investigation, disciplinary proceeding or
                    remedy in respect of any such right, privilege, obligation,
                    liability, penalty, forfeiture, suspension, expulsion or
                    disciplinary action,

                    and any such investigation, disciplinary proceeding or
                    remedy may be instituted, continued or enforced, and any
                    such penalty, forfeiture, suspension, expulsion or
                    disciplinary action may be imposed as if the circumstance
                    had not taken effect.

                    Introduced 11/03/04 Origin OCH 19.2.5


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               2.9 RULES IN FORCE AT TIME OF CONTRAVENTION

               2.9.1 DETERMINING A CONTRAVENTION OF THE RULES

                    Unless expressly stated otherwise, in determining whether
                    the act or omission of a party constitutes a contravention
                    of the Rules, the matter will be determined with regard to
                    the Rules in force at the time of the relevant act or
                    omission.

                    Introduced 11/03/04 Origin OCH 19.2.6 Amended 10/06/04

               2.10 SPECIFIC DEFINITIONS FOR THE PURPOSE OF THE CORPORATIONS ACT
               AND OTHER LEGISLATION

               2.10.1 ASTC REGULATED TRANSFERS

                    For the purposes of the definition of "ASTC-regulated
                    transfer" in Regulation 1.0.02 of the Corporations
                    Regulations, any Transfer or purported Transfer of Approved
                    Financial Products, whether or not effected in accordance
                    with the Rules, is an ASTC-regulated transfer. A reference
                    to an 'SCH regulated transfer' in any legislation or
                    regulation means an ASTC-regulated transfer. Any
                    ASTC-regulated transfer is, for the purposes of the
                    Corporations Regulations, to be taken, and always to have
                    been, a proper ASTC transfer.

                    Introduced 11/03/04 Origin SCH 21.9.1

               2.10.2 CHESS SUBREGISTER

                    For the purposes of the definition of "ASTC subregister" in
                    Regulation 7.11.01 of the Corporations Regulations, a CHESS
                    Subregister is an ASTC subregister.

                    Introduced 11/03/04

               2.10.3 REFERENCES TO SCH

                    Where legislation refers to "SCH" or "Securities Clearing
                    House", references in these Rules to ASTC are taken to be
                    references to "SCH" or "Securities Clearing House" for the
                    purposes only of that legislation.

                    Introduced 11/03/04

               2.11 ENTERING AND DEDUCTING FINANCIAL PRODUCTS FROM HOLDINGS

               2.11.1 REFERENCES TO ENTERING OR DEDUCTING FINANCIAL PRODUCTS

                    In these Rules, a reference to entering a number of
                    Financial Products into a Holding is a reference to:

                    (a) if the Holding does not exist at the time of the entry,
                    establishing the Holding with a Holding Balance equal to
                    that number of Financial Products; or

                    (b) if the Holding already exists at the time of the entry,
                    adding that number of Financial Products to the Holding
                    Balance of the Holding.


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                    In these Rules, a reference to deducting a number of
                    Financial Products from a Holding is a reference to:

                    (c) if the Holding Balance of the Holding is equal to that
                    number, removing the Holding from the register; and

                    (d) if the Holding Balance of the Holding is greater than
                    that number, subtracting that number of Financial Products
                    from the Holding Balance.

                    Introduced 11/03/04 Origin SCH 21.11

               2.12 MEANING OF RESERVATION AND RELEASE OF FINANCIAL PRODUCTS FOR
               SUBPOSITION PURPOSES

               2.12.1 RESERVATION IN A SUBPOSITION

                    For the purposes of these Rules, a number of Financial
                    Products in a CHESS Holding are reserved in a Subposition
                    if:

                    (a) the Subposition is created over that number of Financial
                    Products; or

                    (b) an existing reservation in a Subposition of Financial
                    Products in that Holding is increased by that number of
                    Financial Products.

                    Introduced 11/03/04 Origin SCH 21.12.1

               2.12.2 RELEASE FROM A SUBPOSITION

                    For the purposes of these Rules, a number of Financial
                    Products in a CHESS Holding are released from a Subposition
                    if:

                    (a) the Subposition over that number of Financial Products
                    is removed; or

                    (b) where the total number of Financial Products in the
                    Holding that are reserved in the Subposition exceeds the
                    number of Financial Products specified to be released, the
                    Subposition reservation is reduced by that specified number
                    of Financial Products.

                    Introduced 11/03/04 Origin SCH 21.12.2

               2.13 DEFINITIONS

               2.13.1 DEFINITIONS USED IN THE RULES

                    In these Rules, unless the context otherwise requires:

                    "ABN" stands for Australian Business Number and means a
                    person's number as shown in the Australian Business
                    Register.


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                    "ACCEPTANCE FORM" means a document that enables a person to
                    communicate to an Issuer an election in relation to a
                    Corporate Action, including (without limitation):

                    (a) an entitlement & acceptance form;

                    (b) a provisional letter of allotment; and

                    (c) an application form (whether or not attached to a
                    prospectus).

                    "ACCOUNT PARTICIPANT" means a Participant admitted to
                    participate in the Settlement Facility under Rule 4.5.

                    "ACCOUNTANT" means a member of the Australian Society of
                    Certified Practising Accountants, the Institute of Chartered
                    Accountants in Australia or other body approved by ASTC.

                    "ACCRUED BATCH INSTRUCTION" means a Batch Instruction
                    generated by ASTC to effect a distribution of Financial
                    Products arising from a Corporate Action.

                    "ACCRUED DVP BATCH INSTRUCTION" means an Accrued Batch
                    Instruction with a Settlement Amount that is scheduled to
                    settle in DvP Batch Settlement.

                    "ACCRUED RTGS INSTRUCTION" mean an RTGS Instruction
                    generated by ASTC to effect a distribution of Financial
                    Products arising from a Corporate Action.

                    "ACCUMULATION ACCOUNT" means a Holder Record maintained by a
                    Settlement Participant for the purpose of facilitating
                    settlement of transactions in Approved Financial Products
                    with non-Participant clients.

                    "ACCUMULATION HOLDING" means a Holding of Financial Products
                    for which the Holder Record is an Accumulation Account.

                    "ACH" means Australian Clearing House Pty. Limited (ABN 48
                    001 314 503).

                    "ADMISSION FORM" means an admission form, as specified by
                    ASTC from time to time, for use by a Participant seeking to
                    become a Participant in the Settlement Facility.

                    "AIC" stands for Access Identification Code and means a
                    unique code allocated by ASTC under Rule 16.14.

                    "AIF" stands for Automated Information Facility and means
                    the service so designated that is offered by the Reserve
                    Bank of Australia in connection with RITS/RTGS.

                    "AIS" means ASX International Services Pty Limited (ABN 62
                    089 068 913).


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                    "ALLOCATION COMPONENT" means, without limitation, in respect
                    of an Offer:

                    (a) a Firm Allocation Component;

                    (b) a book-build; or

                    (c) a placement.

                    "ALLOCATION INTEREST" means a journal entry on a CHESS or
                    Issuer operated record:

                    (a) representing an Approved Financial Product applied for,
                    or to be applied for, under an Offer; and

                    (b) by which the Issuer calculates the number of Approved
                    Financial Products to be issued or disposed under Rule
                    15.27.

                    "ALTERNATIVE SETTLEMENT FACILITY" means a CS Facility which,
                    in the opinion of ASTC, has:

                    (a) adequate rules or procedures relating to the operation
                    of the facility, including effective risk management
                    procedures;

                    (b) adequate arrangements for supervision and regulation of
                    the facility; and

                    (c) sufficient resources to conduct the facility and perform
                    its supervisory and regulatory functions.

                    Introduced 18/12/06

                    "APPEAL" means an appeal to the Appeal Tribunal against:

                    (a) a determination of the Disciplinary Tribunal under
                    Section 12;

                    (b) rejection of an application for Participation under
                    Section 4;

                    (c) action taken against a Participant under Section 12; or

                    (d) revocation or impending revocation of ASTC Approval of a
                    class of an Issuer's Financial Products under Section 8 or
                    Section 12.

                    "APPEAL NOTICE" means a Notice given to appeal decisions
                    made under the Rules.

                    "APPEAL TRIBUNAL" means the tribunal established under
                    Section 8 or Section 12 for the purpose of hearing Appeals.

                    "APPLICATIONS CLOSE DATE" means the date by which a person
                    must submit an Acceptance Form to an Issuer if the person
                    wishes to subscribe for new or additional Financial
                    Products.

                    "APPROVED AGENT" means a person who has such qualifications
                    for the purposes of Section 12 as ASTC determines and who is
                    appointed by the Managing Director of ASTC.

                    Amended 18/12/06


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                    "APPROVED CLEARING FACILITY" means a CS Facility approved by
                    ASTC as an Approved Clearing Facility and specified in the
                    Procedures.

                    "APPROVED CLEARING HOUSE" means a settlement and deposit
                    system for the safe custody, delivery and payment of
                    Principal Financial Products or Participating International
                    Financial Products, approved by ASTC for the purposes of
                    establishing a Segregated Account.

                    "APPROVED FINANCIAL PRODUCTS" means a Financial Product
                    approved by ASTC in accordance with Section 8 or Section 13.

                    "APPROVED MARKET OPERATOR" means a Market Operator approved
                    by ASTC as an Approved Market Operator and specified in the
                    Procedures.

                    "ASTC" means ASX Settlement and Transfer Corporation Pty Ltd
                    (ABN 49 008 504 532).

                    "ASTC INDEMNITY" means the indemnity in Rule 3.6.7.

                    "ASTC REGULATED TRANSFER" means any Transfer or purported
                    Transfer of Approved Financial Products.

                    "ASX" means Australian Stock Exchange Limited (ABN 98 008
                    624 691).

                    "ASX GROUP" means ASX and its subsidiaries and controlled
                    entities.

                    "ASX WORLD LINK AGREEMENT" means the agreement between AIS
                    and a Settlement Participant which is a Market Participant
                    for participation in the ASX World Link Service as displayed
                    on the ASX World Link Website from time to time.

                    "ASX WORLD LINK SERVICE" has the same definition as that set
                    out in the ASX World Link Agreement.

                    "ASX WORLD LINK WEBSITE" means in relation to the ASX World
                    Link Service the information (whether data, text, images,
                    speech or otherwise) concerning the ASX World Link Service
                    displayed from time to time by AIS or a Related Body
                    Corporate of ASX on the internet at the URL:
                    https://www.asxonline.com , or at any other additional or
                    replacement URL notified by AIS to Participants from time to
                    time, as that information is varied from time to time.

                    "AUSTRALIAN ADI" has the meaning it has in the Corporations
                    Act.

                    "AUSTRALIAN ADI ACCOUNT" means an account held with an
                    Australian ADI.

                    "AUTHORISED COPY" in relation to documents specified under
                    Section 6 of these Rules, means a true and complete copy of
                    the document in a form authorised by ASTC.


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                    "AUTHORISED PERSON" means any person who has actual
                    authority of the Facility User to cause Messages to be
                    Transmitted by that Facility User.

                    "AVAILABLE CREDIT" in Section 11, has the meaning given in
                    Rule 11.20.3.

                    "AVAILABLE FINANCIAL PRODUCTS" means Financial Products that
                    are:

                    (a) not in a Locked Holding;

                    (b) in the case of Financial Products in an Issuer Sponsored
                    Holding, not reserved under the Listing Rules for the
                    benefit of an Offeror in relation to a takeover scheme;

                    (c) in the case of Financial Products in a CHESS Holding,
                    not reserved in a Subposition.

                    "BANK" means the person that operates the clearing facility
                    for inter-bank payments on behalf of ASTC and may, where
                    permitted by the Reserve Bank of Australia, include ASTC and
                    for the purposes of the Standard Payments Provider Deed is
                    known as the CHESS Bank.

                    "BANKRUPTCY" means:

                    (a) in the case of a body corporate, where:

                         (i) an administrator of the body corporate is appointed
                         under section 436A, 436B or 436C of the Corporations
                         Act;

                         (ii) the body corporate commences to be wound up or
                         ceases to carry on a business;

                         (iii) a receiver, or a receiver and manager, of
                         property of the body corporate is appointed, whether by
                         a court or otherwise; or

                         (iv) the body corporate enters into a compromise or
                         arrangement with its creditors or a class of them; or

                    (b) in the case of a natural person, where:

                         (i) a creditor's petition or a debtor's petition is
                         presented under Division 2 or 3, as the case may be, of
                         Part IV of the Bankruptcy Act 1966 against the person,
                         the partnership in which the person is a partner, or
                         two or more joint debtors who include the person;

                         (ii) the person's property becomes subject to control
                         under Division 2 of Part X of the Bankruptcy Act 1966;


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                         (iii) the person executes a deed of assignment or deed
                         of arrangement under Part X of the Bankruptcy Act 1966;

                         (iv) the person's creditors accept a composition under
                         Part X of the Bankruptcy Act 1966; or

                         (v) the person's creditors accept a debt agreement
                         proposal under Part IX of the Bankruptcy Act 1996,

                    and, where a reference is made to a Division or Part of the
                    Bankruptcy Act 1966, that reference includes a reference to
                    the provisions of a law of an external territory, or a
                    country other than Australia or an external territory, that
                    correspond to that Division or Part.

                    "BATCH INSTRUCTION" means an instruction to ASTC to effect:

                    (a) a Settlement Transfer in Batch Settlement and, if the
                    instruction is for value, payment in DvP Batch Settlement;
                    or

                    (b) in respect of a Payment Batch Instruction, payment in
                    Batch Settlement,

                    and includes:

                    (a) a CCP Net Batch Instruction;

                    (b) a CCP Gross Batch Instruction;

                    (c) a CCP Derivatives Payment Batch Instruction;

                    (d) a Dual Entry Batch Instruction;

                    (e) a Dual Entry Payment Batch Instruction;

                    (f) a Single Entry Batch Instruction; and

                    (g) a Direct Batch Instruction.

                    "BATCH SETTLEMENT" means the process by which transactions
                    are settled in the Settlement Facility in accordance with
                    Section 10 whether or not in DvP Batch Settlement.

                    "BUSINESS DAY" means a day other than:

                    (a) a Saturday, Sunday, New Year's Day, Good Friday, Easter
                    Monday, Christmas Day, Boxing Day; and

                    (b) any other day which ASTC notifies Facility Users is not
                    a Business Day.

                    "BUSINESS HOURS" means the hours between Start of Day and
                    End of Day.


                                                                   Page 14 of 78

<PAGE>

                    "CASH SUB-RECORD" means a CHESS record:

                    (a) ancillary to a Participant's Net Position Record; and

                    (b) tagged with an RTGS Account Identifier,

                    that tracks amounts to be debited or credited, on settlement
                    of an RTGS Instruction, to the account of the Participant
                    linked to that RTGS Account Identifier.

                    "CCP" means ACH and any other person nominated by ASTC and
                    approved by the Commission when operating as a central
                    counterparty to a transaction novated in accordance with the
                    operating rules of an Approved Clearing Facility.

                    "CCP BATCH INSTRUCTION" means either a CCP Gross Batch
                    Instruction or a CCP Net Batch Instruction.

                    "CCP DERIVATIVES PAYMENT BATCH INSTRUCTION" means an
                    Instruction notified by CCP to ASTC for settlement in
                    relation to a derivatives payment in Batch Settlement on
                    each Business Day;

                    "CCP GROSS BATCH INSTRUCTION" means a Batch Instruction
                    (excluding a Dual Entry Payment Batch Instruction) to give
                    effect to a transaction that has been novated to CCP but
                    that has not been netted in accordance with the operating
                    rules of the Approved Clearing Facility.

                    "CCP GROSS RTGS INSTRUCTION" means an RTGS Instruction to
                    give effect to a transaction that has been novated to CCP
                    but that has not been netted in accordance with the
                    operating rules of the Approved Clearing Facility.

                    "CCP NET BATCH INSTRUCTION" means a Batch Instruction
                    (excluding a Dual Entry Payment Batch Instruction) to give
                    effect to a transaction that has been novated to CCP and
                    netted in accordance with the operating rules of the
                    Approved Clearing Facility.

                    "CDI" stands for CHESS Depositary Interest and means a unit
                    of beneficial ownership in a Principal Financial Product,
                    registered in the name of the Depositary Nominee, and
                    includes:

                    (a) CUFS; and

                    (b) DIs.

                    "CDI REGISTER" means a register of CDI Holdings maintained
                    by a Principal Issuer under the Rules, consisting of:

                    (a) an Issuer-Sponsored Subregister of Holders of CDIs and a
                    CHESS Subregister of Holders of CDIs; or

                    (b) with the consent of ASTC, a CHESS Subregister of Holders
                    of CDI.

                    Note: ASTC may consent to a CDI Register consisting of a
                    CHESS Subregister only, where the relevant offer is limited
                    to institutional Holders.


                                                                   Page 15 of 78

<PAGE>

                    "CERTIFICATE" means any document issued to a Holder of
                    Principal Financial Products or Participating International
                    Financial Products as evidence of that Holder's title to
                    those Principal Financial Products or Participating
                    International Financial Products, for example, a share
                    certificate, an option certificate, debenture or warrant.

                    "CERTIFICATE NUMBER" means a reference number allocated by
                    an Issuer in respect of, and printed on, a Certificate.

                    "CERTIFICATED HOLDING" means a Holding of Principal
                    Financial Products on the Principal Register.

                    "CHANGE OF REGISTRATION DETAILS" means information altering
                    Registration Details in the electronic records of ASTC.

                    "CHESS" stands for the Clearing House Electronic Subregister
                    System operated by:

                    (a) ACH for the purpose of clearing Cash Market Transactions
                    and Cash CCP Transactions; and

                    (b) ASTC for the purpose of settling transactions in
                    Approved Financial Products, Transfering Financial Products
                    and registering Transfers.

                    "CHESS HOLDING" means a Holding of Financial Products on the
                    CHESS Subregister.

                    "CHESS PROVISION" means:

                    (a) a provision of these Rules; or

                    (b) a provision of Chapter 7 of the Corporations Act which
                    is material to the operation of CHESS.

                    "CHESS RENOUNCEABLE RIGHTS SUBREGISTER" means the
                    Subregister administered by ASTC that records Holdings of
                    rights.

                    "CHESS SOFTWARE" means all systems and applications programs
                    relevant to the operation of CHESS including (without
                    limitation) all of the computer software maintained and used
                    by ASTC for the purposes of CHESS (other than software used
                    by a Facility User to communicate with CHESS).

                    "CHESS SUBREGISTER" means:

                    (a) that part of an Issuer's register;

                    (b) that part of a Foreign Issuer's CDI Register, for a
                    class of the Issuer's Approved Financial Products; or

                    (c) the FDI Register for a class of Participating
                    International Financial Products,

                    that is administered by ASTC.


                                                                   Page 16 of 78

<PAGE>

                    "CHESS TO CERTIFICATED" means a Transfer or Conversion of
                    Principal Financial Products from a CHESS Holding to a
                    certificated register administered by the Principal Issuer.

                    "CHESS TO CHESS" means a Transfer of Financial Products from
                    one CHESS Holding to another CHESS Holding.

                    "CHESS TO ISSUER SPONSORED" means a Transfer or Conversion
                    of Financial Products from a CHESS Holding to an Issuer
                    Sponsored Holding.

                    "CLEARING ACCOUNT" means a Settlement Account or an
                    Accumulation Account.

                    "CLEARING HOLDING" means a Settlement Holding or an
                    Accumulation Holding.

                    "CLEARING PARTICIPANT" means a person admitted as a
                    participant in an Approved Clearing Facility under the
                    operating rules of that facility.

                    "COMMENCEMENT DATE" in relation to a class of an Issuer's
                    Financial Products, means the date on which Financial
                    Products in that class become Approved Financial Products.

                    "COMMISSION" means the Australian Securities and Investments
                    Commission.

                    "COMMUNICATION" means an electronic communication within
                    CHESS which may affect the balance of a CHESS Holding.

                    "COMPLETE CORPORATE ACTION RECORD" means a record of
                    information relating to a Corporate Action that includes all
                    relevant dates.

                    "CONFIRMED FOR INDICATOR" means, when specified in a Message
                    transmitted by a Participant, that the Participant is
                    seeking to effect a Transfer or Conversion as a Foreign to
                    Foreign Allocation.

                    Note: the indicator to be set in such instances is "OR"

                    "CONFIRMED FOR FINANCIAL PRODUCTS" means the lesser of
                    either:

                    (a) the number of FOR Financial Products in a Holding whose
                    Residency Indicator is recorded by ASTC as "F", calculated
                    as the current Holding Balance of FOR Financial Products; or

                    (b) the number of FOR Financial Products in a Holding whose
                    Residency Indicator is recorded as " F", at Start of Day,
                    adjusted by:

                         (i) those Financial Products transferred into the
                         Holding pursuant to a Foreign to Foreign Allocation
                         during that Business Day; and


                                                                   Page 17 of 78

<PAGE>

                         (ii) any Conversions of those Financial Products into
                         or out of the Holding; and

                         (iii) those Holding Adjustments initiated by an Issuer
                         pursuant to Rule 5.12.4; less

                         (iv) that number of Financial Products transferred out
                         of the Holding pursuant to a Foreign to Foreign
                         Allocation during that Business Day.

                    "CONTRAVENTION NOTICE" means a Notice given by ASTC to a
                    Facility User under Section 12.

                    "CONTROLLING PARTICIPANT" in relation to a CHESS Holding,
                    means the Participant that has the capacity in CHESS to
                    either:

                    (a) Transfer or Convert Financial Products from the Holding;
                    or

                    (b) transfer in terms of Rule 13.19.2; or

                    (c) Transmute FDIs from the Holding.

                    "CONVERSION" means a movement of Financial Products from a
                    Holding on one Subregister to a Holding on another
                    Subregister without any change in legal ownership.

                    "CONVERTIBLE FORM" means when the Participant has received
                    all the necessary documentation such that:

                    (a) the registry is satisfied that the Registration Details
                    for the Certificates, SRN or other form of Source Holding
                    match the Registration Details for the Target Holding; and

                    (b) the Participant is able to initiate the Conversion
                    message.

                    "CORPORATE ACTION" means:

                    (a) action taken by an Issuer of Financial Products for the
                    purpose of giving an Entitlement to Holders of a class of
                    the Issuer's Financial Products;

                    (b) action taken by a Principal Issuer for the purpose of
                    giving an Entitlement in respect of Principal Financial
                    Products held by a Depositary Nominee to Holders of CDIs;
                    and

                    (c) in relation to Section 13 action taken by an issuer of
                    Participating International Financial Products for the
                    purposes of giving an Entitlement in respect to
                    Participating International Financial Products, held by a
                    Depositary Nominee.

                    "CS FACILITY" means a CS facility licensed as such under the
                    Corporations Act or a Foreign Clearing House.

                    "CUFS" stands for CHESS Units of Foreign Securities and
                    means a unit of beneficial ownership in a Financial Product
                    of a Foreign Issuer, registered in the name of the
                    Depositary Nominee.


                                                                   Page 18 of 78

<PAGE>

                    "CUM ENTITLEMENT" in relation to a Transfer or a Conversion,
                    means a Transfer or Conversion of Parent Financial Products
                    together with the Entitlement to a Corporate Action.

                    "CUM ENTITLEMENT BALANCE" means, in respect of a Corporate
                    Action, the number of Parent Financial Products to be used
                    by the Issuer to calculate the Entitlement of a Holder or a
                    former Holder of Parent Financial Products.

                    "CUM PROCESSING" means processing of Cum Entitlement
                    Transfers and Conversions by deducting Financial Products
                    from or entering Financial Products into the Cum Entitlement
                    Balance for a Holding.

                    "CURRENT VALUATION" means the current market valuation of
                    Financial Products, being the last sale price for the
                    Financial Products at the close of business on the previous
                    Business Day, or if a higher offer price or lower bid price
                    exists at that time, that price.

                    "CUSTODIAL PURPOSES" for the purposes of Rule 6.3.4 means in
                    relation to Financial Products in a Clearing Holding, any
                    purpose other than the purpose of facilitating:

                    (a) the execution of outstanding orders; or

                    (b) the clearing and settlement of outstanding transactions.

                    "DEBIT CAP" in relation to a Net Position Record for an RTGS
                    Participant, means a facility within the Feeder System that,
                    if activated, enables the Participant's Net Position Record
                    to go into debit up to the Debit Limit, at any time when the
                    relevant RTGS Payments Provider is deemed to have made the
                    election set out in Rule 11.9.2.

                    "DEBIT CAP COMPLIANT" in Section 11, has the meaning given
                    in Rule 11.20.2.

                    "DEBIT CAP STATUS" means at any time the status of a Debit
                    Cap as authorised at that time by the RTGS Payments Provider
                    for the relevant RTGS Participant, being either:

                    (a) active; or

                    (b) null (inactive).

                    "DEBIT LIMIT" in relation to a Debit Cap at any time, means
                    the dollar amount:

                    (a) most recently notified in accordance with Rules
                    11.9.1(c) and 11.9.3(c); and

                    (b) recorded by ASTC against the Net Position Record to
                    which that Debit Cap applies.


                                                                   Page 19 of 78

<PAGE>

                    "DELIVERY OBLIGATION" in relation to an RTGS Instruction,
                    means an obligation on the part of one party to deliver
                    certain Financial Products to the other on settlement.

                    "DEMAND REPORT" means a Message Transmitted by ASTC to a
                    Facility User to provide information about CHESS Holdings or
                    CHESS Subregister movements in accordance with parameters
                    specified by the Facility User.

                    "DEMAND TRANSFER" means a Transfer other than a Settlement
                    Transfer.

                    "DEMAND TRANSFER SETTLEMENT" means settlement of a Batch
                    Instruction is effected by the counterparties by Demand
                    Transfer

                    "DEPOSITARY NOMINEE" means the person appointed under these
                    Rules, being either:

                    (a) CHESS Depositary Nominees Pty Ltd (as long as it remains
                    admitted to participate in CHESS under Rule 4.3.1); or

                    (b) a person admitted as a General Settlement Participant
                    under Rule 4.3.1, whose function is to hold Title or Other
                    Interest to Principal Financial Products or Participating
                    International Financial Products.

                    "DERIVATIVES" means derivatives entered into on a market in
                    a derivatives instrument that is operated by an Approved
                    Market Operator.

                    "DERIVATIVES COVER" means Financial Products lodged with, or
                    otherwise made available to, an Approved Clearing Facility
                    as security for deposits or margins payable in relation to
                    Derivatives transactions.

                    "DESPATCH" in relation to Financial Products to be entered
                    into a CHESS Holding pursuant to a Corporate Action, means
                    Transmit a Message to enter the Financial Products into the
                    Holding.

                    "DESPATCH DATE" means the date by which an Issuer is
                    required to have despatched Certificates (or in the case of
                    rights, entitlement and acceptance forms in relation to
                    those rights) or to have entered Financial Products
                    (including rights) into Holders' uncertificated Holdings in
                    accordance with Listing Rules or otherwise as determined by
                    the relevant Approved Market Operator and notified from time
                    to time.

                    "DI" stands for Depositary Interest and means a unit of
                    beneficial ownership in a Financial Product which is not a
                    Financial Product of a Foreign Issuer, registered in the
                    name of the Depositary Nominee.

                    "DI ISSUER" means an Issuer of Financial Products quoted on
                    ASX, a condition of the issue being that the Financial
                    Products are held by investors in Australia in the form of
                    DIs.

                    "DIRECT BATCH INSTRUCTION" means a Batch Instruction under
                    which the obligations are effected by the counterparties
                    directly.


                                                                   Page 20 of 78

<PAGE>

                    "DIRECT HOLDING" means a CHESS Holding where the Holder is:

                    (a) the Controlling Participant; or

                    (b) if the Controlling Participant is an incorporated
                    entity, a Related Body Corporate of that Participant; or

                    (c) if the Controlling Participant is a partnership, a
                    nominee company provided all of its issued capital is owned
                    by the partners.

                    "DISCIPLINARY REGISTER" means the register maintained by
                    ASTC under Rule 12.6.1.

                    "DISCIPLINARY TRIBUNAL" means the tribunal established under
                    Rule 12.4.

                    "DIVESTMENT" means action taken by an Issuer to require or
                    effect the disposal of Financial Products.

                    "DUAL ENTRY BATCH INSTRUCTION" means a Batch Instruction
                    that results from Matched Dual Entry Settlement Messages.

                    "DUAL ENTRY BATCH MESSAGE" means a Message that complies
                    with Rule 10.9.2.

                    "DUAL ENTRY DEMAND MESSAGE" means a Message that complies
                    with Rule 9.5.1.

                    "DUAL ENTRY DEMAND TRANSFER" means a Demand Transfer of
                    Financial Products that gives effect to a Dual Entry Demand
                    Message.

                    "DUAL ENTRY PAYMENT BATCH INSTRUCTION" means a Batch
                    Instruction that results from Matched Dual Entry Payment
                    Batch Messages.

                    "DUAL ENTRY PAYMENT BATCH MESSAGE" means a Message that
                    complies with Rule 10.9.2.

                    "DUAL ENTRY RTGS INSTRUCTION" means an RTGS Instruction that
                    results from Matched Dual Entry RTGS Messages.

                    "DUAL ENTRY RTGS MESSAGE" means an RTGS Message that relates
                    to a DvP RTGS Transaction.

                    "DUAL ENTRY SWITCH TO BATCH SETTLEMENT MESSAGE" in relation
                    to a Dual Entry RTGS Instruction, means a Message that, in
                    accordance with the requirements of the EIS, requests that
                    an RTGS Instruction be removed from Real Time Gross
                    Settlement and included in Batch Settlement under Section
                    10.

                    "DUAL ENTRY SWITCH TO RTGS MESSAGE" means a Message that, in
                    accordance with the requirements of the EIS, requests that
                    an Batch Instruction be removed from DvP Batch Settlement
                    and included in Real Time Gross Settlement under Section 11.


                                                                   Page 21 of 78

<PAGE>

                    "DVP BATCH INSTRUCTION" means a Batch Instruction to be
                    settled in DvP Batch Settlement.

                    "DVP BATCH SETTLEMENT" means a component of Batch Settlement
                    in which irrevocable payment is made through the funds
                    transfer procedures or alternative payment arrangements
                    specified in Rule 10.7.1 or 10.7.2 in exchange for the
                    irrevocable Transfer of Financial Products.

                    "DVP DECLARATION" means the time when all the registered
                    payment instructions in the CHESS Payments Provider User
                    Group are simultaneously effected for the purposes of Batch
                    Settlement.

                    "DVP INSTRUCTION" means:

                    (a) a DvP Batch Instruction; or

                    (b) a DvP RTGS Instruction.

                    "DVP NOTIFICATION" means the notification of DvP Declaration
                    to be given by ASTC to a Payments Provider under the
                    Standard Client Bank Deed.

                    "DVP REAL TIME GROSS SETTLEMENT" means a component of Real
                    Time Gross Settlement in CHESS in which the Payment
                    Obligation and the Delivery Obligation identified in a DvP
                    RTGS Instruction are irrevocably and simultaneously settled
                    in accordance with Rule 11.25.

                    "DVP RTGS" stands for DvP Real Time Gross Settlement.

                    "DVP RTGS INSTRUCTION" means an RTGS Instruction that
                    identifies a Payment Obligation and a Delivery Obligation.

                    "DVP SETTLEMENT" means:

                    (a) DvP Batch Settlement; or

                    (b) DvP Real Time Gross Settlement.

                    "EFFECTIVE DATE" means the date referred to in a Participant
                    Change Notice on which the novation of a Client Agreement is
                    deemed to have occurred.

                    "EIS" stands for External Interface Specification, and means
                    a document, made by ASTC, that provides detailed information
                    about protocols, message formats and security features for
                    communications between Facility Users and ASTC.

                    "ELECTION DATE" means the date by which a person must
                    instruct an Issuer if the person wishes to convert or
                    exercise Financial Products in accordance with the terms of
                    a Corporate Action.

                    "EMPLOYEE" includes a director, partner, employee, officer,
                    consultant, agent, representative, advisor or an independent
                    contractor who acts for or by arrangement with a Participant
                    or Issuer in the conduct of its business.


                                                                   Page 22 of 78

<PAGE>

                    "END OF DAY" means on any Trading Day, 7:00pm Sydney time or
                    such other time as ASTC may from time to time determine.

                    "END OF DAY PROCESSING PHASE" means on any Trading Day, the
                    time period after End of Day during which various scheduled
                    processing and system administration tasks are completed
                    (for example, financial products maintenance, corporate
                    action processing, archiving and system backup).

                    "ENTITLEMENT" means a security benefit as defined in
                    Regulation 7.5.01 of the Corporations Regulations and
                    includes (without limitation):

                    (a) rights;

                    (b) bonus issues;

                    (c) dividend, interest and trust distribution payments;

                    (d) priority issues;

                    (e) offers under an equal access scheme; and

                    (f) in relation to Participating International Financial
                    Products means any equivalent or similar benefit (however
                    described) provided or offered by the issuer of the
                    Participating International Financial Products.

                    "ENTITLEMENT DATE" in relation to Section 13 means, a date
                    specified by the Depositary Nominee as the date by reference
                    to which the Depositary Nominee will identify the persons
                    entitled to the benefit of a Corporate Action.

                    "ETF APPLICATION" means the application required by an
                    Issuer to enable new ETF Financial Products to be created
                    and despatched to a subscriber.

                    "ETF FINANCIAL PRODUCTS" means Financial Products of a
                    registered managed investment scheme:

                    (a) listed on an Approved Market Operator;

                    (b) with power and approval to continually issue and have
                    quoted on an Approved Market Operator, Financial Products in
                    the scheme; and

                    (c) which provides for the issue of new Financial Products
                    in return for the subscriber transferring to the scheme a
                    portfolio of Financial Products.

                    "EVENT OF NON-COMPLIANCE" means an event for which Notice
                    must be given under Rule 12.18.

                    "EX DATE" means the date on which the relevant Approved
                    Market Operator changes the basis of quotation for a class
                    of Parent Financial Products to signify that trading in that
                    class no longer carries the entitlement.


                                                                   Page 23 of 78

<PAGE>

                    "EX ENTITLEMENT" in relation to a Transfer or a Conversion,
                    means a Transfer or Conversion of Parent Financial Products
                    without the Entitlement to a Corporate Action.

                    "EX PERIOD" means the Period from Start of Day on the Ex
                    Date to End of Day on the Record Date in respect of a
                    Corporate Action.

                    "EXCESS FINANCIAL PRODUCTS" means:

                    (a) those FOR Financial Products determined by an Issuer
                    that cause the Foreign Ownership Percentage Level to be
                    exceeded; or

                    (b) with the exception of a Foreign to Foreign Allocation,
                    those FOR Financial Products determined by an Issuer, where
                    the Issuer is authorised to do so under its constitution or
                    governing legislation, to have been transferred into a
                    Holding with a Residency Indicator of "F", on the day when
                    the Foreign Ownership Percentage Level Foreign Holder
                    Percentage Level is exceeded.

                    "EXCLUDED CLASS OF FINANCIAL PRODUCTS" means a class of
                    Financial Products declared by ASTC from time to time as a
                    class of Financial Products that is not eligible for
                    processing in CHESS.

                    "EXCLUDED CASH SUB-RECORD" means a Cash Sub-record so
                    designated by an RTGS Participant for the purposes of Rule
                    11.20.

                    "EXEMPTION CODE" means a numeric code in the form approved
                    by the Australian Taxation Office for the purpose of TFN
                    exemption reporting.

                    "FACILITY USER" means:

                    (a) a Participant; or

                    (b) an Issuer of Approved Financial Products.

                    "FAIL" means the removal under the Rules of the whole or
                    part of an Instruction from Batch Settlement or Real Time
                    Gross Settlement, on a Business Day.

                    "FDI" stands for Foreign Depositary Interest and which
                    comprises a beneficial interest or Other Interest in a
                    Participating International Financial Product held by a
                    Depositary Nominee.

                    "FDI REGISTER" means the record of Holders of FDIs
                    containing the information required by Rule 13.19.4.

                    "FDI TRANSACTION" means a transaction where on transfer of
                    clear funds the Depositary Nominee records or removes FDIs
                    in the FDI Register, as the case requires.

                    "FEEDER SYSTEM" in relation to CHESS, means collectively the
                    systems and procedures to effect Real Time Gross Settlement


                                                                   Page 24 of 78

<PAGE>

                    utilising an electronic interface to RITS/RTGS and, when
                    appropriate, the AIF.

                    "FEEDER SYSTEM QUEUE" means the facility within the Feeder
                    System to:

                    (a) test RTGS Instructions within CHESS in the manner
                    contemplated by Rules 11.18, 11.19 and 11.20; and

                    (b) hold and allow ASTC to monitor unsettled RTGS
                    Instructions during the RTGS Settling Phase.

                    "FEES AND CHARGES SCHEDULE" means the Fees and Charges
                    Schedule made by ASTC under Rule 1.6.

                    "FINANCIAL PRODUCTS" means:

                    (a) Division 4 financial products as defined in Regulation
                    7.11.03 of the Corporations Regulations; or

                    (b) For the purposes of Rule 8.3.2, financial products
                    issued under an employee incentive scheme and company issued
                    options.

                    "FINANCIAL PRODUCTS CODE" means the code that is assigned to
                    a class of Approved Financial Products by an Approved Market
                    Operator.

                    "FINANCIAL PRODUCTS SHORTFALL" means (the number that is
                    greater than zero, where the number is calculated by the
                    total number of Financial Products of a class projected to
                    be delivered from a Holding in Scheduled Settlement on a
                    Business Day) less the sum of the number of Financial
                    Products of that class in that Holding at Settlement Cut-Off
                    on that Business Day and of the total number of Financial
                    Products of that class projected to be received into that
                    Holding in Scheduled Settlement on that Business Day where:

                    SS = D - (H + R) and:

                    SS is the Financial Products Shortfall

                    D is the total number of Financial Products of a class
                    projected to be delivered from the Holding

                    H is the number of Financial Products of a class in the
                    Holding

                    R is the total number of Financial Products of a class
                    projected to be received into the Holding.

                    "FINANCIAL PRODUCTS TRANSFORMATION" means either:

                    (a) an adjustment to the Holding Balance of a CHESS Holding
                    initiated by the Issuer because Financial Products in the
                    Holding have:

                         (i) been absorbed into an existing class of Financial
                         Products (for example, Financial Products that do not
                         rank for a Dividend to Financial Products that do); or


                                                                   Page 25 of 78

<PAGE>

                         (ii) been assigned a new Financial Product Code (for
                         example, because of a Reconstruction); or

                    (b) in respect of Allocation Interests, an adjustment to a
                    Holding of Allocation Interests initiated by the Issuer in
                    order to despatch Approved Financial Products under Rule
                    15.27.

                    "FIRM ALLOCATION COMPONENT" means that part of an Offer
                    which is reserved for clients of a Participant under an
                    agreement between the Issuer and a Participant.

                    "FOR FINANCIAL PRODUCTS" means a class of Approved Financial
                    Products included in Schedule 1, pursuant to Rule 5.18.2.

                    "FOREIGN CLEARING HOUSE" means a person which:

                    (a) has its principal place of business in a country other
                    than Australia;

                    (b) is authorised to provide clearing and settlement
                    services in the country in which it has its principal place
                    of business; and

                    (c) is subject to prudential and/or other regulatory
                    supervision in the country in which it has its principal
                    place of business by a regulatory authority that has entered
                    into an information sharing arrangement dealing with market
                    matters with the Commission.

                    "FOREIGN CONFIRMED HOLDING NET MOVEMENT REPORT" means a
                    report that:

                    (a) for the specified period; and

                    (b) in respect of each CHESS Holding containing Confirmed
                    FOR Financial Products in the specified

                    sets out a summary on a daily basis of:

                    (c) total units added to the Holding pursuant to Foreign to
                    Foreign Allocations;

                    (d) total units deducted from the Holding pursuant to
                    Foreign to Foreign Allocations;

                    (e) total units added to the Holding of Confirmed FOR
                    Financial Products as a result of registry authorised
                    transactions;

                    (f) total units deducted from the Holding of Confirmed FOR
                    Financial Products as a result of registry authorised
                    transactions; and

                    (g) the end of day closing balance for the Holding.


                                                                   Page 26 of 78

<PAGE>

                    "FOREIGN ISSUER" means an Issuer whose place of
                    incorporation does not recognise CHESS as a system that can
                    transfer and register legal Title to Financial Products.

                    "FOREIGN OWNERSHIP PERCENTAGE LEVEL" means the aggregate
                    limit of foreign ownership, pursuant to the constitution or
                    governing legislation of an Issuer whose Financial Products
                    are included in Schedule 1.

                    "FOREIGN PERSON" means, where specified pursuant to Rule
                    8.7.2, that the Holder has notified the Controlling
                    Participant that the beneficial owner of the Financial
                    Products in the Holding, for the purposes of legislation or
                    under the constitution of an Issuer whose Financial Products
                    are included in Schedule 1:

                    (a) is a foreign person;

                    (b) is an associate of a foreign person; or

                    (c) has a beneficial interest in the Financial Products,
                    part of that beneficial interest vesting in a Foreign
                    Person,

                    other than persons, associates or interests which the
                    legislation or constitution ignores or excludes for the
                    purposes of aggregate foreign ownership restrictions.

                    Note: a Residency Indicator of "F" denotes a Foreign Person

                    "FOREIGN REGISTER" means a register of an Issuer that is
                    located outside Australia.

                    "FOREIGN FINANCIAL PRODUCTS" means financial products issued
                    or made available by a Foreign Issuer.

                    "FOREIGN TO FOREIGN ALLOCATION" means a Transfer or
                    Conversion of Confirmed FOR Financial Products, including a
                    Transfer pursuant to a transaction effected in accordance
                    with the operating rules of an Approved Market Operator,
                    where the Residency Indicator of both the Source and Target
                    Holdings is "F", thus resulting in a Holding of Confirmed
                    FOR Financial Products.

                    Amended 18/12/06

                    "FULL DOWNLOAD" in relation to the CHESS Subregister for a
                    class of an Issuer's Financial Products, means a Demand
                    Report Transmitted to the Issuer of:

                    (a) the HINs of all Holders on the Subregister; and

                    (b) the Holding Balances of all Holdings; and/or

                    (c) the Cum Entitlement Balances for all Holdings or former
                    Holdings.

                    "GENERAL SETTLEMENT PARTICIPANT" means a Participant
                    admitted to participate in the Settlement Facility under
                    Rule 4.3 but does not include a Recognised Market Operator
                    under Rule 4.3.13.


                                                                   Page 27 of 78

<PAGE>

                    "HELD BALANCE" means the number of Financial Products that
                    remain in a Certificated Holding after a Transfer by a
                    Participant of only some of the Financial Products
                    represented by a Certificate or Marked Transfer.

                    "HELD BALANCE REFERENCE NUMBER" means the number allocated
                    by an Issuer to identify a Held Balance.

                    "HIN" stands for Holder Identification Number and means a
                    number used to:

                    (a) identify a Holder of Financial Products on the CHESS
                    Subregister; and

                    (b) link the Holding details maintained on the CHESS
                    Subregister with the Holder's Registration Details.

                    "HOLDER" means:

                    (a) a person registered as the legal owner of Financial
                    Products in a Holding;

                    (b) a person who is recorded as holding CDIs on the CDI
                    Register;

                    (c) a person who is recorded on a record of Allocation
                    Interests; or

                    (d) a person who is recorded as holding FDIs on the FDI
                    Register.

                    "HOLDER RECORD" means the Registration Details, the HIN and
                    the Holder Type as recorded by ASTC in CHESS for the purpose
                    of operating one or more CHESS Holdings.

                    "HOLDER RECORD LOCK" means a facility that prevents
                    Financial Products from being deducted from any current
                    Holding to which the relevant Holder Record applies,
                    pursuant to a Transfer or Conversion.

                    "HOLDER TYPE" means a code used to indicate the capacity in
                    which a Participant:

                    (a) establishes a Holder Record;

                    (b) controls a CHESS Holding, (for example, Direct,
                    Participant Sponsored or Clearing Account).

                    "HOLDING" means:

                    (a) a number of Financial Products of an Issuer held by a
                    Holder on the Issuer's register;

                    (b) a number of CDIs held by a Holder on the CDI Register;

                    (c) a number of Allocation Interests recorded in respect of
                    a Holder; or


                                                                   Page 28 of 78

<PAGE>

                    (d) a number of FDIs recorded as held by a Holder on an FDI
                    Register.

                    "HOLDING ADJUSTMENT" means a movement of Financial Products
                    to or from a CHESS Holding that is initiated by an Issuer
                    Transmitting a Message to ASTC to:

                    (a) give effect to a Corporate Action or Reconstruction in
                    relation to a class of the Issuer's Financial Products;

                    (b) establish a CHESS Holding pursuant to a new issue of
                    Approved Financial Products;

                    (c) move Financial Products from a CHESS Holding for the
                    purpose of Divestment or forfeiture; or

                    (d) move Financial Products to or from a CHESS Holding in
                    such other circumstances as:

                         (i) are permitted by these Rules; or

                         (ii) may be agreed between ASTC and the Issuer.

                    "HOLDING BALANCE" means the number of Financial Products in
                    a Holding.

                    "HOLDING LOCK" means, in relation to a Holding on either the
                    CHESS Subregister or an Issuer Operated Subregister, a
                    facility that prevents Financial Products from being
                    deducted from, or entered into, a Holding pursuant to a
                    Transfer or Conversion.

                    "HOLDING NET MOVEMENT REPORT" means a report that:

                    (a) for the specified period; and

                    (b) in respect of each CHESS Holding of Financial Products
                    in the specified class that has undergone a Holding Balance
                    change during the specified period,

                    (c) sets out, a summary on a daily basis of:

                         (i) total units added to the Holding;

                         (ii) total units deducted from the Holding;

                         (iii) total units added to the Holding as a result of
                         registry authorised transactions;

                         (iv) total units deducted from the Holding as a result
                         of registry authorised transactions; and

                         (v) the End of Day closing balance for the Holding.

                    "INCAPACITY LAW" means a law relating to the administration
                    of the estates of persons who, through mental or physical
                    incapacity, are incapable of managing their affairs.


                                                                   Page 29 of 78

<PAGE>

                    "INDUSTRY GROUP" means one of the following groups:

                    (a) Participants or senior officers of Participants; or

                    (b) senior officers of Issuers or of Issuers' Third Party
                    Providers.

                    "INSTRUCTION" means a Batch Instruction or an RTGS
                    Instruction.

                    "ISSUER" means a person who issues or makes available or
                    proposes to issue or make available, Approved Financial
                    Products and includes (without limitation):

                    (a) a listed company or company whose Financial Products are
                    quoted by a market licensee or by a financial market or type
                    of financial market exempted under section 791C of the
                    Corporations Act;

                    (b) a warrant issuer;

                    (c) the responsible entity of a managed investment scheme;

                    (d) a Foreign Issuer.

                    "ISSUER OPERATED SUBREGISTER" means an Issuer Sponsored
                    Subregister.

                    "ISSUER SPONSORED HOLDING" means a Holding of Financial
                    Products on the Issuer Sponsored Subregister.

                    "ISSUER SPONSORED SUBREGISTER" means:

                    (a) that part of an Issuer's register that records
                    uncertificated Holdings of Financial Products in accordance
                    with Listing Rule 8.2; or

                    (b) that part of a CDI Register, that is administered by the
                    Issuer (and not ASTC).

                    "ISSUER SPONSORED TO CHESS" means a Transfer or Conversion
                    of Financial Products from an Issuer Sponsored Holding to a
                    CHESS Holding.

                    "ISSUER WARRANTIES AND INDEMNITIES" means warranties and
                    indemnities given by an Issuer under these Rules.

                    "LAST CORPORATE ACTION EVENT DATE" means in the case of an
                    Entitlement under a Corporate Action that involves:

                    (a) the issue of Financial Products only, the Despatch Date;

                    (b) the payment of money only, the due date of payment; or

                    (c) a combination of the issue of Financial Products and the
                    payment of money, the later of the Despatch Date and the due
                    date of payment,

                    where, before the date when the Issuer must have completed
                    its obligation to pay money or issue Financial Products is
                    unknown or unclear the Last Corporate Action Event Date will
                    be a date


                                                                   Page 30 of 78
<PAGE>

                    ASTC reasonably determines is appropriate in the
                    circumstances and notifies the Issuer and each Participant.

                    "LISTING RULES" means the Listing Rules of an Approved
                    Market Operator.

                    "LOCKED" in relation to a Holding, means subject to a
                    Holding Lock or a Holder Record Lock.

                    "MAC" stands for Message Authentication Code, and means a
                    code appended to a Message by ASTC or a Facility User for
                    the purpose of enabling the recipient of the Message to
                    confirm the identity of the Facility User Transmitting the
                    Message.

                    "MARKED TRANSFER" means a Registrable Transfer Document that
                    has been marked by the Issuer or a marking body.

                    "MARKET OPERATOR" means:

                    (a) ASX; or

                    (b) in the Rules made from time to time pursuant to
                    arrangements entered into under section 798C of the
                    Corporations Act, in relation to quoted financial products
                    issued by ASX, "the Commission"; or

                    (c) in relation to:

                         (i) a class of financial products quoted, or to be
                         quoted by; or

                         (ii) a participant of a market licensee under the
                         Corporations Act other than ASX,

                    that market licensee; or

                    (d) the operator of a financial market or type of financial
                    market exempted under section 791C of the Corporations Act.

                    "MARKET PARTICIPANT" means a participant of an Approved
                    Market Operator.

                    "MARKETABLE PARCEL" means in relation to a Financial
                    Product, the number determined by an Approved Market
                    Operator to be a marketable parcel.

                    Introduced 18/12/06

                    "MARKING NUMBER" means the unique reference number allocated
                    to a Marked Transfer by the Issuer or a marking body.

                    "MATCH AND MATCHED" in relation to Messages Transmitted to
                    ASTC by a Participant, means that the Message contains, or
                    under the Rules may be taken to contain, the same details
                    for message fields that require mandatory matching.


                                                                   Page 31 of 78

<PAGE>

                    "MATCHED MESSAGES" means:

                    (a) in relation to Dual Entry RTGS Messages, Messages that
                    are Matched under Rule 11.13.3;

                    (b) in relation to Dual Entry Batch Messages, Messages that
                    are Matched under Rule 9.5.2 or 10.9.3;

                    (c) in relation to Dual Entry Switch to Batch Settlement
                    Messages, Messages that are Matched under Rule 11.12.3;

                    (d) in relation to Dual Entry Switch to RTGS Messages,
                    Messages that are Matched under Rule 10.6.1 or 10.11.8; and

                    (e) in relation to Dual Entry Payment Batch Messages,
                    Messages that are Matched under Rule 10.8.3,

                    and in any other case means Valid Messages that are Matched.

                    "MAXIMUM PERCENTAGE" means 10% or such other percentage
                    prescribed by ASTC.

                    "MAXIMUM VALUE" means $350,000 or such other amount
                    prescribed by ASTC.

                    "MESSAGE" means an electronic message of a kind specified in
                    the EIS for use in CHESS.

                    "NET POSITION RECORD" in relation to an RTGS Participant,
                    means a facility established within CHESS through which ASTC
                    tracks and records the outcome of RTGS Instructions due for
                    settlement on any RTGS Business Day, that relate to a
                    particular Payment Facility of that Participant.

                    "NET POSITION RECORD STATUS" means at any time the status of
                    a Net Position Record as authorised at that time by the RTGS
                    Payments Provider that maintains the Payment Facility to
                    which that Net Position Record is linked, being either:

                    (a) active; or

                    (b) inactive.

                    "NOMINEE COMPANY" means a body corporate controlled and
                    operated by a Participant admitted under Rule 4.3.1 that
                    carries on the business of holding Financial Products as a
                    trustee or nominee.

                    "NOTICE" has a meaning given by Rule 1.10.

                    "NOTICE OF DEATH" means a death certificate or any other
                    formal document that is acceptable by ASTC as evidence of a
                    Holder's death.

                    "OFF MARKET TRANSACTION" means a transaction in Approved
                    Financial Products that is not an On Market Transaction.


                                                                   Page 32 of 78

<PAGE>

                    "OFFER" means:

                    (a) an offer for subscription or an invitation to subscribe
                    for Financial Products, under which an Issuer must issue; or

                    (b) an offer under which an Issuer must dispose of,

                    Approved Financial Products to successful applicants.

                    "OFFER ACCEPTED SUBPOSITION" means a Subposition for the
                    reservation of Financial Products in a CHESS Holding which
                    are the subject of an acceptance under a takeover bid.

                    "OLD CORPORATIONS ACT" means the Corporations Act as in
                    force immediately before 11 March 2002.

                    "ON MARKET TRANSACTION" means a transaction in Approved
                    Financial Products in relation to which one of the following
                    conditions is satisfied:

                    (a) the transaction was entered into in the ordinary course
                    of trading on an Approved Market Operator's market; or

                    (b) the transaction is, under the operating rules of an
                    Approved Market Operator, described, or to be described, as
                    'special' when it is reported to the Approved Market
                    Operator; or

                    (c) in relation to a transaction between a Participant and a
                    Participant who is not a Market Participant, a confirmation
                    is issued in relation to a transaction under paragraph (a)
                    or (b); or

                    (d) in relation to a transaction between two Participants
                    that are not Market Participants, the transaction is entered
                    into solely for the purpose of facilitating settlement of a
                    transaction of a kind referred to in paragraph (a) or (b).

                    "ORIGINATING MESSAGE" means a Message Transmitted to ASTC by
                    the Controlling Participant for a CHESS Holding which (as a
                    consequence of that Message being processed) results in ASTC
                    or a Facility User Transmitting another Message (whether or
                    not that consequential Message also results from the
                    processing of any intervening Message).

                    "OTHER INTEREST" means any right or interest whether legal
                    or equitable in the Participating International Financial
                    Product and includes an option to acquire a right or
                    interest in the Participating International Financial
                    Product.

                    "PARENT BATCH INSTRUCTION" means a Batch Instruction that
                    gives rise to an Accrued Batch Instruction as a result of a
                    Corporate Action.

                    "PARENT DVP BATCH INSTRUCTION" means a Parent Batch
                    Instruction with a Settlement Amount scheduled to settle in
                    DvP Batch Settlement.


                                                                   Page 33 of 78

<PAGE>

                    "PARENT DVP RTGS INSTRUCTION" means a Parent RTGS
                    Instruction with a Settlement Amount scheduled to settle in
                    DvP Real Time Gross Settlement.

                    "PARENT FINANCIAL PRODUCTS" means a class of Approved
                    Financial Products to which an Entitlement to cash or
                    Financial Products attaches that, during an Ex Period, may
                    be Transferred with or without the Entitlement.

                    "PARENT PARTICIPANT" means:

                    (a) in relation to a group of Participants within paragraph
                    (a) of the definition of Participant Group, any Participant
                    within that group that is notified to ASTC by all the
                    Participants within that group; or

                    (b) in relation to a group of Participants within paragraph
                    (b) of the definition of Participant Group, the Settlement
                    Participant that is notified to ASTC by all the Participants
                    within that group.

                    Amended 18/12/06

                    "PARENT RTGS INSTRUCTION" means an RTGS Instruction that
                    gives rise to an Accrued RTGS Instruction as a result of a
                    Corporate Action.

                    "PARTICIPANT" means an Account Participant, a Specialist
                    Settlement Participant, or a General Settlement Participant.

                    "PARTICIPANT BIDDER" means a Participant entitled or
                    authorised (whether as the bidder or on behalf of the
                    bidder) to receive acceptances of bids made under a takeover
                    bid in accordance with these Rules.

                    "PARTICIPANT CHANGE NOTICE" means the Notice sent to a
                    Participant Sponsored Holder which complies with the
                    requirements of Rule 7.1.10(a)

                    "PARTICIPANT GROUP" means:

                    (a) a group of Participants that are related bodies
                    corporate within the meaning of section 50 of the
                    Corporations Act; or

                    (b) a Settlement Participant which has a written agreement
                    with one or more Account Participants and each of those
                    Account Participants with whom it has a written agreement.

                    Amended 18/12/06

                    "PARTICIPANT MANAGED" in relation to the attributes of a Net
                    Position Record, means any of the matters set out in Rule
                    11.9.11.

                    "PARTICIPANT SPONSORED HOLDER" means a person that has a
                    current Sponsorship Agreement with a Participant as required
                    or permitted under these Rules.


                                                                   Page 34 of 78

<PAGE>

                    "PARTICIPANT SPONSORED HOLDING" means a CHESS Holding of a
                    Participant Sponsored Holder.

                    "PARTICIPANT WARRANTIES AND INDEMNITIES" means warranties
                    and indemnities given by a Participant under these Rules.

                    "PARTICIPATION REQUIREMENTS" means matters set out in
                    Section 4 in relation to which ASTC must be satisfied in
                    order for a person to be admitted to participate in CHESS in
                    any capacity.

                    "PARTICIPATING INTERNATIONAL FINANCIAL PRODUCTS" mean
                    financial products:

                    (a) traded on a market other than in Australia; and

                    (b) declared by ASTC under Rule 13.15 from time to time to
                    be available for settlement by means of FDIs.

                    Note: financial products in this definition are not
                    restricted by jurisdictional limits in the Corporations Act.

                    "PARTY" in relation to a Proceeding or Appeal, means:

                    (a) the Facility User to whom a Contravention Notice was
                    given in the Proceeding; or,

                    (b) ASTC or the Facility User to or by whom an Appeal Notice
                    was given in the Appeal, as the case requires.

                    "PAYMENT BATCH INSTRUCTION" means:

                    (a) a CCP Derivatives Payment Batch Instruction; or

                    (b) a Dual Entry Payment Batch Instruction.

                    "PAYMENT FACILITY" means a Facility operated for a
                    Participant at a Payments Provider for the purposes of
                    paying and receiving payments in Batch Settlement.

                    "PAYMENT OBLIGATION" in relation to an RTGS Instruction
                    means an obligation on the part of one party to pay a cash
                    amount to the other on settlement.

                    "PAYMENT SHORTFALL" for a Payment Facility, means:

                    (a) if the Participant's net obligation to make payment is
                    not authorised, the amount of the net obligation for which
                    authorisation is sought; or

                    (b) if the Participant's net obligation to make payment is
                    not authorised, the difference between the amount of the net
                    obligation to make the payment that has already been
                    authorised by the Payments Provider and the amount of the
                    net obligation to make a payment for which further
                    authorisation is sought from the Payments Provider.


                                                                   Page 35 of 78

<PAGE>

                    "PAYMENT SYSTEMS AND NETTING ACT" means the Payment Systems
                    and Netting Act 1998 (Cth).

                    "PAYMENTS PROVIDER" means a person that:

                    (a) operates an exchange settlement account with the Reserve
                    Bank of Australia in its own name;

                    (b) has the operational capacity to:

                         (i) authorise and make payments on behalf of
                         Participants;

                         (ii) make payments to Participants; and

                         (iii) register entries in the Payments Provider User
                         Group for the purpose of discharging its net obligation
                         to make payment to the Bank or its net entitlement to
                         receive payment from the Bank in accordance with the
                         Standard Payments Provider Deed;

                    (c) meets the technical and performance requirements
                    prescribed by ASTC to ensure that the person does not affect
                    the integrity or orderly operation of CHESS; and

                    (d) is a person who facilitates Batch Settlement by
                    approving or making payments in accordance with the terms
                    and conditions of the relevant Standard Payment Providers
                    Deed.

                    "PAYMENTS PROVIDER MANAGED" in relation to the attributes of
                    a Net Position Record, means any of the matters set out in
                    Rule 11.9.3(a) to (f).

                    "PAYMENTS PROVIDER USER GROUP" means the subsystem within
                    the interbank payments system, operated by the Reserve Bank
                    of Australia, established to enable financial institutions
                    to satisfy payment obligations of CHESS Participants on
                    behalf of CHESS Participants.

                    "PID" stands for participant identifier and means a UIC
                    allocated by ASTC to a Participant that is:

                    (a) used as the identification code of the Participant that
                    controls a Holding on the CHESS Subregister; and

                    (b) included in a Message header to identify the source
                    and/or destination of CHESS Data Messages.

                    "PRE-CASH SETTLEMENT PERIOD" means, for the purposes of
                    Regulation 7.5.44 of the Corporations Regulations 15
                    Business Days.

                    "PRE-COMMENCEMENT TESTING" means testing at the direction of
                    ASTC to establish whether a Facility User meets the
                    Technical and Performance Requirements.


                                                                   Page 36 of 78

<PAGE>

                    "PRESCRIBED PERCENTAGE" means 50% or such other percentage
                    determined by ASTC.

                    "PRESCRIBED PERSON" means the person from time to time
                    notified as such by ASTC to Participants and RTGS Payments
                    Providers.

                    "PRINCIPAL" in relation to a body, means each of:

                    (a) any parent body of the body;

                    (b) each Director or person in the position of a Director;

                    (c) where the body consists of two or more partners or
                    trustees, each principal (within the meaning of paragraphs
                    (a) and (b)) of each of those partners or trustees.

                    "PRINCIPAL FINANCIAL PRODUCTS" means Financial Products
                    issued or made available by a Principal Issuer.

                    "PRINCIPAL ISSUER" means:

                    (a) a Foreign Issuer; or

                    (b) a DI Issuer.

                    "PRINCIPAL REGISTER" means the register of those Holdings of
                    Principal Financial Products maintained by a Principal
                    Issuer in Australia under these Rules.

                    "PROCEDURES" means any document, electronic file or other
                    information (recorded by any mode of representing words or
                    reproducing words) approved by ASTC and given where
                    applicable to Participants, Issuers and third party service
                    providers in accordance with Rule 1.4 and, without
                    limitation, includes any EIS and the ASTC Settlement
                    Procedures as amended from time to time.

                    Amended 18/12/06

                    "PROCEEDING" means proceedings taken under Section 12 by
                    ASTC against a Facility User and commenced by a
                    Contravention Notice.

                    "PUBLISH A NOTICE" means to publish a Notice in at least one
                    national newspaper and at least one state or territory based
                    newspaper in each state and territory.

                    "REAL TIME GROSS SETTLEMENT" means the processing and
                    settling of payment and delivery obligations in real time
                    and on a gross, not net, basis, the fundamental
                    characteristic of which is that the payment and delivery
                    components of a transaction become irrevocable at the time
                    of settlement and, in relation to CHESS, is effected in
                    accordance with systems and procedures contained in Section
                    11.

                    "RECIPROCAL ARRANGEMENT" means any agreement or arrangement
                    between ASTC and any governmental agency or


                                                                   Page 37 of 78

<PAGE>

                    regulatory authority (including, without limitation, a
                    market, clearing house or clearing and settlement facility),
                    in Australia or elsewhere, whose functions include the
                    regulation of trading in, or clearing and settlement of,
                    financial products (in Australia or elsewhere) which
                    provides for the disclosure of information between ASTC and
                    the other party in relation to dealings in, or clearing and
                    settlement of, financial products (in Australia or
                    elsewhere).

                    "RECOGNISED MARKET OPERATOR" means a Market Operator
                    admitted as a Participant under Rule 4.3.1 and which is
                    recognised under Rule 4.3.13.

                    "RECOGNISED PHYSICAL ACCESS POINT" means:

                    (a) in the case of a Facility User, the physical location of
                    an application system that the Facility User employs to
                    operate an interface with CHESS; or

                    (b) in the case of ASTC, the physical location of the
                    application system that operates CHESS.

                    "RECONSTRUCTION" means an alteration to the issued capital
                    of an Issuer, which affects the number, or nature, of
                    Financial Products held by a Holder and includes ( without
                    limitation) a reorganisation or a merger.

                    "RECORD DATE" means 5:00pm (or, in the case of a
                    ASTC-Regulated Transfer, a later time permitted by the
                    Rules) on the date specified by an Issuer as the date by
                    reference to which the Issuer will establish Cum Entitlement
                    Balances for the purpose of identifying the persons entitled
                    to the benefit of a Corporate Action.

                    "RECORDED" in relation to an RTGS Instruction, means that
                    its details have been stored in CHESS in accordance with
                    Rule 11.15.

                    "RECORDS" means books, computer software, information
                    processing equipment and any other item on which information
                    is stored or recorded in any manner.

                    "REGISTRABLE TRANSFER DOCUMENT" means any document that an
                    Issuer is entitled to accept as a valid instrument of
                    transfer or a Transfer Request Document.

                    "REGISTRATION DETAILS" means the name, address and Residency
                    Indicator of a Holder.

                    "RELATED BODY CORPORATE" has the meaning set out in Section
                    50 of the Corporations Act.

                    "RELATED PARTY" means each entity in the ASX Group.

                    "REMOVE" means to move a Holding between a Principal
                    Register and a CHESS or an Issuer Operated Subregister
                    without a change of legal ownership.


                                                                   Page 38 of 78

<PAGE>

                    "RENOUNCEABLE RIGHTS RECORD" means the record maintained by
                    an Issuer of Holders of renounceable rights not held on the
                    CHESS Rights Subregister.

                    "REPORT" means a Standing Report or a Demand Report.

                    "REPORTING POINT" means a particular point during a Business
                    Day when information is stored by CHESS for the purposes of
                    reporting data to Facility Users; Acceptable values
                    comprise:

                    (a) end of Settlement Processing Phase;

                    (b) Trade Instruction Cut-Off;

                    (c) End of Day.

                    "RESERVE" in Section 11 in relation to Financial Products,
                    has the meaning given in Rule 11.19.1(d).

                    "RESERVED PROCESSING PERIOD" means the End of Day Processing
                    Phase.

                    "RESIDENCY INDICATOR" means a code used to indicate the
                    status of the ultimate beneficial owner or owners of FOR
                    Financial Products in a Holding on the CHESS Subregister or
                    an Issuer Operated Subregister, for the purposes of settling
                    transactions in FOR Financial Products. (i.e. "D" for
                    Domestic, "F" for Foreign Person, and in the case of
                    Holdings of Financial Products where beneficial ownership is
                    both domestic and foreign, "M" for Mixed).

                    "RESTRICTED FINANCIAL PRODUCTS" means Financial Products
                    that are subject to a restriction agreement under Listing
                    Rule 9.1.

                    "RESTRICTION" in relation to the participation of a
                    Participant, means any limitation on the entitlement of the
                    Participant to send a Message or a class of Messages to
                    ASTC.

                    "RIGHTS PERIOD" means the period from Start of Day on the
                    date that rights trading begins on an Approved Market
                    Operator to End of Day on the date that application money to
                    take up those rights must be paid to the Issuer.

                    "RITS" means the Reserve Bank Information and Transfer
                    System.

                    "RITS POSTSETTLEMENT ADVICE" means a settlement
                    confirmation, elected to be received by an RTGS Payments
                    Provider, that is generated by RITS/RTGS and sent through
                    the AIF to that RTGS Payments Provider.

                    "RITS PRESETTLEMENT ADVICE" means an advice, elected to be
                    received by an RTGS Payments Provider to enable it to make a
                    credit decision in connection with the performance of a
                    Payment Obligation, that is generated by RITS/RTGS and sent
                    through the AIF to that RTGS Payments Provider.


                                                                   Page 39 of 78

<PAGE>

                    "RITS/RTGS" means RITS, as operated by the Reserve Bank of
                    Australia for Real Time Gross Settlement.

                    "RITS REGULATIONS" means the regulations and conditions of
                    operation that govern RITS as published from time to time by
                    the Reserve Bank of Australia.

                    "ROUTINE REPORTING" means electronic reporting that is
                    generated automatically by CHESS as transactions are
                    processed.

                    "RTGS" stands for Real Time Gross Settlement.

                    "RTGS ACCOUNT IDENTIFIER" means a numeric identifier (that
                    may, but need not, be an account number) agreed between an
                    RTGS Participant and an RTGS Payments Provider to uniquely
                    identify the Participant's account that is to be debited, or
                    credited, with the amount of any Payment Obligation, on
                    settlement of an RTGS Instruction in accordance with Rule
                    11.25.

                    "RTGS ACCREDITED" in relation to a Participant, has the
                    meaning set out in Rule 11.5.2.

                    "RTGS BUSINESS DAY" means a Settlement Day within the
                    meaning of the RITS Regulations, or any other day declared
                    by the Reserve Bank as a day on which RITS/RTGS will operate
                    that is notified by ASTC to Participants.

                    "RTGS CONTINGENCY REPORT" means a report of the settlement
                    status of CHESS-related funds transfer requests sent to
                    RITS/RTGS that is provided to ASTC by the Reserve Bank of
                    Australia in manner and form as agreed between them.

                    "RTGS CUT-OFF" means on any RTGS Business Day, 4.30pm Sydney
                    time or such other time as ASTC may from time to time
                    determine.

                    "RTGS DELIVERY SHORTFALL" in relation to Financial Products
                    of a particular class in a Holding at any time on the RTGS
                    Settlement Date for a particular RTGS Instruction, means
                    that the sum of:

                    (a) the number of Financial Products of that class required
                    to be delivered from that Holding in Real Time Gross
                    Settlement under that RTGS Instruction on that day;

                    (b) the number of Financial Products of that class Reserved
                    against that Holding in relation to RTGS Instructions at
                    that time in the RTGS Settling Phase, and

                    (c) prior to ASTC recording under Rule 10.12.1(f)(ii) a
                    movement of Financial Products of that class against that
                    Holding to effect DvP Net Settlement on that day, the number
                    of Financial Products of that class that ASTC has determined
                    at Settlement Cut-off will be so recorded as a movement
                    against that holding at DvP Notification on that day,

                    is greater than:

                    (d) the total number of Available Financial Products at that
                    time in the Holding.


                                                                   Page 40 of 78

<PAGE>

                    "RTGS ELIGIBLE" in relation to Financial Products, has the
                    meaning set out in Rule 11.1.1.

                    "RTGS END OF DAY" means on any RTGS Business Day, 5.00pm
                    Sydney time or such other time as ASTC may from time to time
                    determine.

                    "RTGS INSTRUCTION" means an instruction to ASTC to settle an
                    RTGS Transaction in Real Time Gross Settlement through the
                    CHESS Feeder System, and includes a DvP RTGS Instruction, a
                    CCP Gross RTGS Instruction and a Dual Entry RTGS
                    Instruction.

                    "RTGS INSTRUCTION CUT-OFF" on any RTGS Business Day means
                    4.25pm Sydney time or such other time as ASTC may from time
                    to time determine.

                    "RTGS MANDATORY" in relation to an RTGS Transaction, has the
                    meaning set out in Rule 11.3.1.

                    "RTGS MESSAGE" means a Message that, in accordance with the
                    requirements of the EIS, instructs ASTC to settle an RTGS
                    Transaction in Real Time Gross Settlement.

                    "RTGS PARTICIPANT" means a Participant:

                    (a) that satisfies the criteria for participation in Real
                    Time Gross Settlement set out in Rule 11.5; and

                    (b) for which a Net Position Record has been established
                    under the Rules that records the Net Position Record Status
                    as active.

                    "RTGS PARTICIPATION REQUIREMENTS" in relation to a
                    Participant, means any technical and performance
                    requirements notified by ASTC to the Participant to ensure
                    that it is capable of operating in Real Time Gross
                    Settlement.

                    "RTGS PAYMENTS PROVIDER" means a Payments Provider that:

                    (a) satisfies the criteria for participation in Real Time
                    Gross Settlement in CHESS set out in Rule 11.6.1; and

                    (b) has been admitted to participate in Real Time Gross
                    Settlement in CHESS in that capacity.

                    "RTGS PRE-COMMENCEMENT TESTING" means testing at the
                    direction of ASTC to establish whether a prospective RTGS
                    Participant meets the RTGS Participation Requirements.

                    "RTGS SETTLEMENT DATE" means the RTGS Business Day
                    specified, or taken to be specified, in an "RTGS Instruction
                    as the date on which the counterparties intend that RTGS
                    Instruction to settle in Real Time Gross Settlement.


                                                                   Page 41 of 78

<PAGE>

                    "RTGS SETTLEMENT REPORT" means a report required to be made
                    available by ASTC to an RTGS Payments Provider in accordance
                    with Rule 11.30.

                    "RTGS SETTLING PHASE" in relation to an RTGS Instruction,
                    means the time period that commences in accordance with Rule
                    11.22.1 and ends when all components of that RTGS
                    Instruction have been settled in CHESS in accordance with
                    Rule 11.25.

                    "RULES" means the operating rules of the Settlement Facility
                    in accordance with Rule 1.2 including the appendices,
                    schedules and any State of Emergency Rules.

                    "SCHEDULED TIME" means the time within or by which a
                    requirement under these Rules must be complied with as
                    specified in Appendix 1 to these Rules.

                    "SECTION" means a section of these Rules.

                    "SECURITY KEY" means an electronic code that is:

                    (a) generated by ASTC; and

                    (b) used to ensure secure communications between ASTC and
                    Facility Users.

                    "SEGC" means Securities Exchanges Guarantee Corporation Ltd
                    (ABN 19 008 626 793).

                    "SEGREGATED ACCOUNT" means an account maintained in
                    accordance with these Rules with an Approved Clearing House
                    which contains Principal Financial Products or Participating
                    International Financial Products held solely on behalf of
                    the Depositary Nominee.

                    "SETTLEMENT ACCOUNT" means a Holder Record maintained in
                    CHESS by a Participant for the purpose of facilitating
                    settlement of transactions in Approved Financial Products
                    with other Participants.

                    "SETTLEMENT ADJUSTMENT" means an adjustment to the
                    Settlement Amount of a DvP Batch Instruction or a DvP RTGS
                    Instruction.

                    "SETTLEMENT AGENT" means a General Settlement Participant
                    that is has a Settlement Agreement with a Clearing
                    Participant.

                    "SETTLEMENT AGREEMENT" means an agreement between a General
                    Settlement Participant and a Clearing Participant under
                    which the General Settlement Participant agrees to act as
                    Settlement Agent for the Clearing Participant.

                    "SETTLEMENT AMOUNT" means the consideration for an
                    Instruction.

                    "SETTLEMENT AMOUNT TOLERANCE" means $1.00 or such other
                    amount that ASTC prescribes.


                                                                   Page 42 of 78

<PAGE>

                    "SETTLEMENT BOND" means a bond issued to ASTC at the request
                    of a Participant in accordance with Rule 4.9.1.

                    "SETTLEMENT CUT-OFF" means, on any Business Day, 10.30 am
                    Sydney time or such other time as ASTC may from time to time
                    determine.

                    "SETTLEMENT DATE" means the Business Day on which an
                    Instruction is scheduled to settle.

                    "SETTLEMENT FACILITY" means the facility provided by ASTC as
                    described in Rules 1.1.1 and 1.1.2.

                    "SETTLEMENT HOLDING" means a Holding of Financial Products
                    for which the Holder Record is a Settlement Account.

                    "SETTLEMENT PARTICIPANT" means:

                    (a) a Participant that has been admitted to participate in
                    the Settlement Facility as a General Settlement Participant;
                    or

                    (b) a person that has been admitted to participate in the
                    Settlement Facility as a Specialist Settlement Participant.

                    "SETTLEMENT PROCESSING PHASE" in relation to DvP Net
                    Settlement, means, on any Business Day, the time period
                    commencing after Settlement Cut-off during which Settlement
                    Transfers are processed by ASTC against CHESS Holdings.

                    "SETTLEMENT TRANSFER" means a Transfer of Financial Products
                    that gives effect to an Instruction.

                    "SINGLE ENTRY BATCH MESSAGE" means a Message that complies
                    with Rule 10.9.11.

                    "SINGLE ENTRY BATCH INSTRUCTION" means a Batch Instruction
                    that gives effect to a Single Entry Batch Message.

                    "SINGLE ENTRY DEMAND MESSAGE" means a Message that complies
                    with Rule 9.4.1 or Rule 9.13.1.

                    "SINGLE ENTRY TRANSFER REQUEST" means a Demand Transfer of
                    Financial Products that gives effect to a Single Entry
                    Demand Message.

                    "SOURCE HOLDING" means the Holding from which Financial
                    Products will be deducted in giving effect to a Transfer,
                    Conversion, Corporate Action or other transaction.

                    "SPECIALIST SETTLEMENT PARTICIPANT" means a Participant
                    admitted under Rule 4.4.

                    "SPONSORING PARTICIPANT" means a Participant that
                    establishes and maintains a Participant Sponsored Holding.


                                                                   Page 43 of 78

<PAGE>

                    "SPONSORSHIP AGREEMENT" means a written agreement between
                    the Sponsoring Participant and another person, signed by
                    both parties, as required under Section 7 of these Rules.

                    "SPONSORSHIP BOND" means a bond issued to ASTC at the
                    request of a Participant in accordance with Rule 4.9.3.

                    "SRN" stands for Security holder Reference Number and means
                    a number allocated by an Issuer to identify a Holder on an
                    Issuer Operated Subregister.

                    "STANDARD ACCEPTANCE FORM" means a standard entitlement and
                    acceptance form in respect of renounceable rights as
                    specified by ASTC from time to time.

                    "STANDARD CLIENT BANK DEED" means a standard deed executed
                    by ASTC and a bank.

                    "STANDARD CONVERSION FORM" means a standard form, as
                    specified by ASTC from time to time, for the conversion of
                    convertible Financial Products.

                    "STANDARD EXERCISE FORM" means a standard form of notice of
                    exercise, as specified by ASTC from time to time, for
                    options and other Financial Products that carry exercisable
                    rights.

                    "STANDARD PAYMENTS PROVIDER DEED" means a standard deed
                    executed by ASTC and a Payments Provider and includes a
                    Standard Client Bank Deed.

                    "STANDING BUY ACCOUNT IDENTIFIER" means an RTGS Account
                    Identifier that is notified to ASTC under Rule 11.9.11 or
                    Rule 11.9.15 for the purposes of an RTGS Instruction where
                    the Participant will, on settlement, be the payer of the
                    Payment Obligation identified in that RTGS Instruction.

                    "STANDING HIN" means a HIN that is notified to ASTC under
                    Rule 6.4.2.

                    "STANDING INSTRUCTIONS" means a Holder's instructions to an
                    Issuer in relation to matters relevant to Holdings,
                    including (without limitation) TFN notification, Residency
                    Indicator, direct credit of dividends or interest payments,
                    annual report elections and elections in respect of
                    shareholders' dividend plans.

                    "STANDING REPORT" means one of a series of Messages
                    periodically Transmitted by ASTC to a Facility User, each of
                    which provides information about CHESS Holdings or CHESS
                    Subregister movements in accordance with parameters
                    specified by the Facility User.

                    "STANDING SELL ACCOUNT IDENTIFIER" means an RTGS Sell
                    Account Identifier that is notified to ASTC under Rule
                    11.9.11 or Rule 11.9.15 for the purposes of an RTGS
                    Instruction where the Participant will, on settlement, be
                    the payee of the Payment Obligation identified in that RTGS
                    Instruction.


                                                                   Page 44 of 78

<PAGE>

                    "STANDING SETTLEMENT HIN" means a HIN notified to ASTC under
                    Rule 6.4.2.

                    "START OF DAY" means, on any Trading Day, 8.00 am Sydney
                    time or such other time as ASTC may from time to time
                    determine.

                    "STATE OF EMERGENCY" means any of the following:

                    (a) fire, power failure or restriction, communication
                    breakdown, accident, flood, embargo, boycott, labour
                    dispute, unavailability of data processing or any other
                    computer system or facility, act of God; or

                    (b) act of war (whether declared or undeclared) or an
                    outbreak or escalation of hostilities in any region of the
                    world which in the opinion of ASTC prevents or significantly
                    hinders the operation of the Settlement Facility; or

                    (c) an act of terrorism; or

                    (d) other event which, in the opinion of ASTC, prevents or
                    significantly hinders the operations of the Settlement
                    Facility.

                    "STATE OF EMERGENCY RULES" means any Rules made by ASTC
                    under Rule 1.3.

                    "SUBPOSITION" means a facility in CHESS by which in
                    accordance with Rule 14.1.3:

                    (a) activity in relation to Financial Products held in a
                    CHESS Holding may be restricted; and

                    (b) access to those Financial Products for limited purposes
                    may be given to a Participant other than the Controlling
                    Participant.

                    "SUBREGISTER" means:

                    (a) in the case of Financial Products other than CDIs, a
                    CHESS Subregister or an Issuer Operated Subregister; or

                    (b) in the case of CDIs, a CDI Register.

                    "SURVEILLANCE REPORT" means a report generated by CHESS that
                    identifies changes to:

                    (a) Batch Instructions notified to ASTC by an Approved
                    Market Operator under Rule 10.9.1; and

                    (b) Batch Instructions that result from Matched Dual Entry
                    Batch Messages,

                    (c) to assist ASTC in monitoring compliance with these
                    Rules.

                    "SWITCH TO BATCH SETTLEMENT MESSAGE" means a Message that,
                    in accordance with the requirements of the EIS, requests
                    that an


                                                                   Page 45 of 78
<PAGE>

                    RTGS Instruction be removed from Real Time Gross Settlement
                    in CHESS and settled in Batch Settlement.

                    "TAKEOVER CONSIDERATION CODE" means a unique code allocated
                    by an Approved Market Operator in respect of each alternate
                    form of consideration offered under a takeover.

                    "TAKEOVER TRANSFER" means a Transfer of Financial Products
                    from a CHESS Holding pursuant to acceptance of an offer for
                    the Financial Products made under a takeover scheme.

                    "TAKEOVER TRANSFEREE HOLDING" means a CHESS Holding to which
                    Financial Products are to be Transferred pursuant to
                    acceptances of offers made under a takeover bid.

                    "TARGET HOLDING" means the Holding into which Financial
                    Products will be entered in giving effect to a Transfer,
                    Conversion, Corporate Action or other transaction.

                    "TARGET TRANSACTION IDENTIFIER" means a reference number
                    identifying a transaction which is the target of another
                    transaction.

                    "TAX" means any present or future tax, levy, impost, duty,
                    charge, fee, deduction, or withholding of whatever nature,
                    levied, collected, assessed or imposed by any government or
                    semi-government authority and any amount imposed in respect
                    of any of the above.

                    "TECHNICAL AND PERFORMANCE REQUIREMENTS" means the
                    requirements on Facility Users set out in Section 16.

                    "TERMS AND CONDITIONS FOR FDI CONTROLLING PARTICIPANTS"
                    means those terms and conditions between AIS, CDN and the
                    Controlling Participant of FDIs from time to time displayed
                    on the ASX World Link Website.

                    "TFN" stands for Tax File Number and means a numeric code
                    allocated by the Australian Taxation Office for taxation
                    purposes.

                    "THIRD PARTY PROVIDER" means a person that:

                    (a) operates an interface with CHESS;

                    (b) performs any obligations of a Facility User under these
                    Rules; or

                    (c) uses facilities provided by ASTC,

                    on behalf of a Facility User.

                    "TITLE" in relation to Financial Products, means:

                    (a) legal title where the Financial Products can be owned at
                    law, and

                    (b) equitable or beneficial title where the Financial
                    Products can be owned only in equity.


                                                                   Page 46 of 78

<PAGE>

                    "TOTAL SECURITY BALANCE REPORT" means a report that sets out
                    the aggregate of all Holding Balances held on the CHESS
                    Subregister for a class of Financial Products as at a
                    specified point in time.

                    "TRADE DATE" means the date on which an agreement or
                    arrangement for the purchase or sale of Financial Products
                    was executed.

                    "TRADE INSTRUCTION CUT-OFF" means, on any Business Day,
                    10.30am Sydney Time or such other time as ASTC may from time
                    to time determine.

                    "TRADING DAY" means a day other than:

                    (a) a Saturday, Sunday, New Year's Day, Good Friday, Easter
                    Monday, Christmas Day, Boxing Day; and

                    (b) any other day that ASTC may declare and publish is not a
                    trading day.

                    "TRANSACTION IDENTIFIER" means a reference number
                    identifying a Message Transmitted through CHESS.

                    "TRANSACTION STATEMENT" means a transaction statement for an
                    Issuer Sponsored Holding as referred to in Listing Rules
                    8.5, 8.6 and 8.7.

                    "TRANSFER" means a transfer of Financial Products, or for
                    the purposes of Section 15, a transfer of Allocation
                    Interests:

                    (a) from a CHESS Holding to any other Holding; or

                    (b) from any Holding to a CHESS Holding.

                    "TRANSFER REQUEST DOCUMENT" means a document supplied by a
                    Settlement Participant which is not a Market Participant to
                    an Issuer that entitles the Issuer to authorise a Transfer
                    of Financial Products from an Issuer Sponsored Holding to a
                    CHESS Holding.

                    "TRANSITION PERIOD" means the period from 11 March 2002 to
                    10 March 2004 or such later date as determined by the
                    Commission.

                    "TRANSMIT" means cause a Message to be made available for
                    collection in the Message collection facility provided in
                    CHESS for Messages passing between ASTC and Facility Users.

                    Note: Rule 16.17 specifies when a Facility User or ASTC is
                    taken to have Transmitted a Message.

                    "TRANSMUTE" means to cause:

                    (a) Principal Financial Products to be converted into CDIs,
                    or CDIs to be converted into Principal Financial Products;
                    or


                                                                   Page 47 of 78

<PAGE>

                    (b) Participating International Financial Products to be
                    converted into FDIs, or FDIs to be converted into
                    Participating International Financial Products;

                    under these Rules, without any change in beneficial
                    ownership.

                    "TRANSMUTATION RATIO" means the ratio which identifies the
                    number or fraction of CDIs into which a Principal Financial
                    Product may be converted, and the number or fraction of
                    Principal Financial Products into which a CDI may be
                    converted.

                    "TRIBUNAL" means the Disciplinary Tribunal or the Appeal
                    Tribunal, as applicable.

                    "TRIBUNAL PANEL" means the panel established under Rule
                    12.10.1.

                    "TRUSTEE COMPANY" means a trustee company within the meaning
                    of State or Territory Trustee Companies legislation or a
                    Public Trustee of a State or Territory.

                    "UIC" stands for User Identification Code and means a unique
                    numeric code allocated by ASTC to ASTC and each Facility
                    User for the purpose of identifying the source and
                    destination of Messages and which may be:

                    (a) the UIC of an Issuer;

                    (b) a PID; or

                    (c) such other numeric code allocated by ASTC.

                    "VALID" in relation to a Message, means a Message that:

                    (a) identifies the source of the Message in the Message
                    header by specifying a current source UIC that is compatible
                    with the specified AIC;

                    (b) correctly identifies the destination of the Message in
                    the Message header by specifying the current UIC for the
                    targeted Message recipient;

                    (c) is formatted in accordance with and contains all the
                    mandatory data requirements specified in the EIS;

                    (d) has been properly authenticated, (determined by
                    reference to the MAC); and

                    (e) meets CHESS encryption requirements specified in the
                    EIS.

                    "WARRANTY AND INDEMNITY PROVISION" means a provision of:

                    (a) the Participant Warranties and Indemnities;

                    (b) the Issuer Warranties and Indemnities; or

                    (c) the ASTC Indemnity.


                                                                   Page 48 of 78

<PAGE>

                    "WITHDRAWAL INSTRUCTIONS" means written or oral instructions
                    from a Participant Sponsored Holder to the Controlling
                    Participant for the withdrawal of Financial Products from a
                    Participant Sponsored Holding and includes instructions:

                    (a) for the Conversion of Financial Products in a
                    Participant Sponsored Holding to any other mode of Holding;

                    (b) to initiate a change of sponsorship for the Financial
                    Products;

                    (c) to endorse or initiate an off market transfer of
                    Financial Products; or

                    (d) to accept a takeover offer for the Financial Products on
                    behalf of the Participant Sponsored Holder;

                    (e) to accept a takeover offer for the Securities on behalf
                    of the Participant Sponsored Holder.

                    Introduced 11/03/04 Origin SCH 21.13 Amended 09/05/05,
                    06/06/05

SECTION - 8 - HOLDING FINANCIAL
PRODUCTS IN THE SETTLEMENT FACILITY

                        SECTION - 8 - HOLDING FINANCIAL
                                      PRODUCTS IN THE
                                      SETTLEMENT FACILITY

In order to participate in the Settlement Facility, an Issuer's Financial
Products must be Approved by ASTC under these Rules. This Section sets out the
requirements which Financial Products must satisfy in order to be Approved,
including the Technical and Performance Requirements which an Issuer must
satisfy and also contains provisions in relation to:

(a) suspension and revocation of Approval;

(b) establishing and dealing with Holdings of Financial Products and CHESS
Subregisters; and

(c) other provisions affecting Holdings (such as confidentiality, Holding Locks,
reporting, recording details, Corporate Actions and correction of errors).

               8.6 CHESS SUBREGISTERS

               8.6.1 STATUS OF CHESS SUBREGISTER

                    ASTC must administer, as agent of an Issuer in accordance
                    with these Rules, a CHESS Subregister for each class of the
                    Issuer's Approved Financial Products to which the following
                    provisions apply:


                                                                   Page 49 of 78

<PAGE>

                    (a) subject to paragraph (b), the CHESS Subregister for a
                    class of an Issuer's Approved Financial Products forms part
                    of the Issuer's principal register for that class of
                    Financial Products; and

                    (b) if an Issuer's principal register for a class of
                    Approved Financial Products is located outside Australia,
                    the CHESS Subregister forms part of the Issuer's principal
                    Australian register, notwithstanding the fact that the
                    Australian register is a branch register and forms a part of
                    the Issuer's principal register outside Australia.

                    Introduced 11/03/04 Origin SCH 5.1

               8.6.2 INFORMATION RECORDED AND MAINTAINED ON A CHESS SUBREGISTER

                    ASTC must record and maintain on a CHESS Subregister for a
                    class of Approved Financial Products:

                    (a) the Registration Details and HIN of each person with a
                    CHESS Holding of Financial Products in that class; and

                    (b) in relation to each such person, the number of Financial
                    Products held.

                    Introduced 11/03/04 Origin SCH 5.2.1

               8.6.3 HIN NOT TO BE TAKEN TO BE INCLUDED IN A REGISTER

                    Except to the extent required by these Rules or the law, an
                    Issuer must not include a HIN in a register for the purpose
                    of:

                    (a) the register being open for inspection; or

                    (b) furnishing a copy of the register or any part of the
                    register.

                    Introduced 11/03/04 Origin SCH 5.2.2

               8.6.4 NOTICE OF LOCATION OF STORED INFORMATION

                    As soon as a class of an Issuer's Financial Products are
                    Approved, the Issuer must:

                    (a) give notice to the Commission in accordance with Section
                    1301(1) of the Corporations Act specifying (subject to Rule
                    8.6.5) the registered office of ASTC as the situation of the
                    place of storage of the information maintained by ASTC on a
                    CHESS Sub-register;

                    (b) give a copy of that notice to ASTC; and

                    (c) give a copy of that notice to the exempt or special
                    stock market or exempt financial market where the Issuer's
                    Financial Products are quoted.

                    Introduced 11/03/04 Origin SCH 5.2.3, 5.2.4


                                                                   Page 50 of 78

<PAGE>

               8.6.5 CHANGE OF LOCATION OF STORED INFORMATION

                    If the situation of the place of storage in relation to
                    information maintained by ASTC on a CHESS Subregister
                    changes:

                    (a) ASTC must promptly give Notice to the Issuer of the new
                    place of storage; and

                    (b) the Issuer must give notice to the Commission of the new
                    place of storage in accordance with Section 1301(4) of the
                    Corporations Act.

                    Introduced 11/03/04 Origin SCH 5.2.5

               8.6.6 CLASSES OF HOLDINGS ON A CHESS SUBREGISTER

                    Holdings that may be maintained on a CHESS Subregister are:

                    (a) Holdings that are controlled by a Participant; or

                    (b) such other Holdings as are determined by ASTC, from time
                    to time.

                    Introduced 11/03/04 Origin SCH 5.3.1

               8.7 ESTABLISHING A HOLDER RECORD

               8.7.1 RESTRICTIONS ON ESTABLISHING A HOLDER RECORD

                    A Participant must not Transmit a Message to establish a
                    Holder Record in relation to a person under Rule 8.7.2
                    unless:

                    (a) the person is a Related Body Corporate of the
                    Participant; or

                    (b) the Participant holds a current Sponsorship Agreement
                    executed by the Participant and the person.

                    Introduced 11/03/04 Origin SCH 5.4.1A

               8.7.2 ESTABLISHING A HOLDER RECORD

                    If a Participant Transmits a Valid Message to ASTC
                    requesting ASTC to establish a Holder Record that includes
                    the matters specified in the Procedures, ASTC must:

                    (a) establish a Holder Record on CHESS for that person;

                    (b) allocate a HIN to that Holder; and

                    (c) if the Holder Record has been established for a
                    Participant Sponsored Holder, promptly send a Notice in
                    relation to that Holder Record to that Participant Sponsored
                    Holder.

                    If the Holder Record is in relation to a person that is a
                    Participant Sponsored Holder, the Participant must, in the
                    absence of any specific alternative written authority from
                    that other person specify as the current Registration
                    Details in the Message, the name and address details for the
                    person as recorded in the Sponsorship Agreement.

                    Introduced 11/03/04 Origin SCH 5.4.1, 5.4.1B


                                                                   Page 51 of 78

<PAGE>

               8.7.3 HOLDER RECORD FOR HOLDING OF FOR FINANCIAL PRODUCTS

                    A Participant must determine whether the Residency Indicator
                    of a Holder Record is applicable to any new Holding of FOR
                    Financial Products, and if it is not applicable to the new
                    Holding of FOR Financial Products and there is no existing
                    Holder Record with the appropriate Residency Indicator, the
                    Participant must:

                    (a) establish a separate Holder Record for that new Holding
                    with the appropriate Residency Indicator; and

                    (b) transfer that Holding to that Holder Record.

                    Note: Because of differing definitions of "Foreign Person"
                    under the governing legislation or constitution of different
                    Issuers with aggregate foreign ownership restrictions, a
                    Holder's status (for the purposes of settling transactions
                    in FOR Financial Products) may differ between Issuers.

                    Where these circumstances apply, Holders must have two
                    distinct Holder Records in CHESS; one with a Residency
                    Indicator of "F" and another with a Residency Indicator of
                    "D". Holdings of particular Financial Products must then be
                    linked to the appropriate Holder Record.

                    Introduced 11/03/04 Origin SCH 5.4.3

               8.7.4 INDEMNITY BY PARTICIPANT WHERE HOLDER RECORD ESTABLISHED
               INCORRECTLY

                    If, under Rule 8.7.2, a Participant has Transmitted a Valid
                    Message requesting ASTC to establish a Holder Record and
                    that Message specifies the Holder Type as Participant
                    Sponsored Holder or specifies a Residency Indicator and any
                    of the following apply:

                    (a) the Participant is not authorised to establish the
                    Holder Record;

                    (b) the Participant has provided incorrect details in the
                    Message; or

                    (c) the Participant has provided an incorrect Residency
                    Indicator in the Message,

                    subject to Rule 8.7.5 the Participant indemnifies:

                    (d) ASTC from and against all losses, damages, costs and
                    expenses which ASTC may suffer or incur by reason of that
                    unauthorised request or that Transmission of incorrect
                    Holder Record details or an incorrect Residency Indicator;
                    and


                                                                   Page 52 of 78

<PAGE>

                    (e) if a Holding is established using incorrect Holder
                    Record details or an incorrect Residency Indicator, the
                    Issuer from and against all losses, damages, costs and
                    expenses which the Issuer may suffer or incur by reason of
                    that Holding being established.

                    Introduced 11/03/04 Origin SCH 5.4.4, 5.4.5

               8.7.5 LIMITATION ON PARTICIPANT INDEMNITY

                    A Participant is not liable to indemnify ASTC or an Issuer
                    under Rule 8.7.4 if the Participant has provided details
                    which are consistent with the directions of the relevant
                    Holder for the purposes of holding FOR Financial Products
                    and the Participant had no reason to believe that those
                    directions were incorrect.

                    Introduced 11/03/04 Origin SCH 5.4.6

               8.8 ESTABLISHING A CHESS HOLDING

               8.8.1 A CHESS HOLDING MAY BE ESTABLISHED

                    If a Holder Record for a person has been established and a
                    HIN allocated and a Message specifying that HIN to identify
                    the Target Holding is Transmitted in any of the following
                    circumstances:

                    (a) a Participant Transmits a Valid Originating Message that
                    initiates a Demand Transfer or Conversion;

                    (b) ASTC Transmits a Valid Originating Message that
                    initiates a Settlement Transfer; or

                    (c) an Issuer Transmits a Valid Message to initiate a
                    Holding Adjustment or a Financial Products Transformation,

                    a CHESS Holding may be established by entering the Financial
                    Products specified in the Message into the Target Holding
                    and, if a new CHESS Holding is established ASTC must notify
                    the Issuer:

                    (d) that a new Holding has been established; and

                    (e) of the Holder Record details.

                    Introduced 11/03/04 Origin SCH 5.5

               8.9 REPORTING TO PARTICIPANT SPONSORED HOLDERS IN RESPECT OF
               DESPATCHED FINANCIAL PRODUCTS

               8.9.1 ISSUER TO SEND HOLDER A NOTICE

                    If:

                    (a) an Issuer makes available forms of application for an
                    Offer of Approved Financial Products; and


                                                                   Page 53 of 78

<PAGE>

                    (b) an Approved Market Operator gives that Issuer approval
                    for quotation of those Financial Products,

                    the Issuer must, within 5 Business Days of receiving
                    notification from ASTC that a new CHESS Holding has been
                    established under Rule 5.3.2, and provided the Registration
                    Details specified in the notification from ASTC match the
                    Registration Details specified in the application for the
                    person to whom the Financial Products have been allocated,
                    send to the Holder of that Holding a Notice that sets out:

                    (c) the HIN;

                    (d) the Registration Details; and

                    (e) the Holding Balance,

                    for the CHESS Holding as specified in the notification from
                    ASTC.

                    Introduced 11/03/04 Origin SCH 5.4B

               8.10 RESTRICTION ON CHESS HOLDINGS

               8.10.1 RESTRICTIONS ON NUMBER OF JOINT HOLDERS

                    Unless permitted under an Issuer's constitution, a
                    Participant must not establish a CHESS Holding that would be
                    held jointly by more than 3 persons.

                    Introduced 11/03/04 Origin SCH 5.6.1

               8.10.2 PROHIBITION ON HOLDINGS OF LESS THAN A MARKETABLE PARCEL

                    A Participant must not initiate a Transfer of Financial
                    Products if, by giving effect to that Transfer, a new CHESS
                    or Issuer Sponsored Holding of less than a Marketable Parcel
                    will be established unless:

                    (a) the Holding of less than a Marketable Parcel is
                    expressly permitted under an Issuer's constitution; or

                    (b) the Transfer establishes a new Settlement Holding or
                    Accumulation Holding.

                    Introduced 11/03/04 Origin SCH 5.7 Amended 18/12/06

               8.10.3 EQUITABLE INTERESTS

                    Unless required by these Rules or the law, ASTC need not
                    record on the CHESS Subregister, and is not required to
                    recognise:

                    (a) any equitable, contingent, future or partial interest in
                    any Financial Product; or

                    (b) any other right in respect of a Financial Product,

                    except an absolute right of legal ownership in the
                    registered Holder.

                    Introduced 11/03/04 Origin SCH 5.8


                                                                   Page 54 of 78

<PAGE>

               8.11 CONFIDENTIALITY

               8.11.1 NO DISCLOSURE EXCEPT IN CERTAIN CIRCUMSTANCES

                    Unless required by these Rules or the law, or with the
                    express consent of the Holder, or of the duly appointed
                    attorney, agent or legal personal representative of that
                    Holder, neither an Issuer nor a Participant may disclose:

                    (a) the HIN of a CHESS Holding;

                    (b) the PID of the Controlling Participant of a CHESS
                    Holding; or

                    (c) the SRN for the Holder of an Issuer Sponsored Holding,

                    other than to:

                    (d) the Holder of that Holding;

                    (e) the Holder's duly appointed attorney, agent or legal
                    personal representative;

                    (f) if the Holding is a CHESS Holding, the Controlling
                    Participant for that Holding; or

                    (g) ASTC.

                    Introduced 11/03/04 Origin SCH 5.9.1

               8.11.2 REQUEST FOR INFORMATION BY A PARTICIPANT

                    For the purpose of Rule 8.11.1(e), if a Participant provides
                    a request to an Issuer in acceptable form or a written
                    request to another Participant for:

                    (a) details of the SRN of a Holding on the Issuer Sponsored
                    Subregister;

                    (b) the Holding Balance of a Holding on the Issuer Sponsored
                    Subregister;

                    (c) the HIN of a CHESS Holder; or

                    (d) the PID of the Controlling Participant of the CHESS
                    Holding,

                    the requesting Participant:

                    (e) is taken to have warranted to the Issuer or the other
                    Participant that it is the duly appointed agent of the
                    Holder for the purposes of obtaining the details requested;


                                                                   Page 55 of 78

<PAGE>

                    (f) indemnifies the Issuer or the other Participant in
                    respect of any loss which the Issuer or the other
                    Participant may suffer as a result of the requesting
                    Participant not being authorised to request the information
                    provided; and

                    (g) is, in the case of a request to the Issuer, taken to
                    have acknowledged that:

                         (i) the details provided by the Issuer represent
                         information currently available to the Issuer at the
                         time of response and excludes unregistered
                         transactions; and

                         (ii) the Issuer will not be liable for any loss
                         incurred by the Holder or the Participant as a result
                         of reliance on the details provided, in the absence of
                         information not available to the Issuer at the time of
                         providing those details.

                    Note: A Participant may request SRN and Issuer Sponsored
                    Holding Balance details from an Issuer via CHESS message
                    where the Participant is permitted to establish and maintain
                    Sponsored Holdings under Rule 6.3 and has provided ASTC with
                    a Sponsorship Bond of $500,000, refer Rule 6.7.

                    Introduced 11/03/04 Origin SCH 5.9.2, 5.9.3 Amended 04/04/05

               8.11.3 DISCLOSURE OF INFORMATION REGARDING FINANCIAL PRODUCTS

                    Subject to Rule 8.11.4, or unless otherwise required by
                    these Rules or the law, ASTC must not disclose any
                    information regarding Financial Products in a CHESS Holding
                    other than to:

                    (a) the Holder of that Holding;

                    (b) the Controlling Participant for that Holding;

                    (c) the Issuer of the Financial Products; or

                    (d) if Rule 14.13 applies in relation to a takeover bid any
                    of the following:

                         (i) the bidder;

                         (ii) the CHESS Bidder; or

                         (iii) any agent that the bidder or the CHESS Bidder
                         engages to prepare and distribute offer documentation
                         or process takeover acceptances.

                    Introduced 11/03/04 Origin SCH 5.9.4


                                                                   Page 56 of 78

<PAGE>

               8.11.4 CIRCUMSTANCES WHERE ASTC MAY DISCLOSE INFORMATION

                    ASTC may disclose information regarding Financial Products
                    in a CHESS Holding, including information in relation to
                    deductions from or transfers to a CHESS Holding, any
                    relevant Source or Target Holdings and Holder Record
                    details, to:

                    (a) the Commission;

                    (b) the Reserve Bank of Australia;

                    (c) an Approved Market Operator;

                    (d) an Approved Clearing Facility;

                    (e) the home regulator of a Foreign Clearing House; or

                    (f) SEGC

                    where that body, in the proper exercise of its powers and in
                    order to assist it in the performance of its regulatory
                    functions (or in the case of SEGC, its regulatory or other
                    functions), requests that ASTC provide the information to
                    it.

                    Without limiting the above, ASTC may disclose to the Reserve
                    Bank of Australia any confidential information of a Facility
                    User that is supplied to ASTC in connection with the Real
                    Time Gross Settlement of a transaction and that is required,
                    in accordance with interface specifications, to be included
                    by ASTC in any message sent to the Reserve Bank of Australia
                    across the Feeder System interface with RITS/RTGS.

                    Introduced 11/03/04 Origin SCH 5.9.6

               8.11.5 COPYRIGHT INFORMATION SUPPLIED TO ASTC

                    To the extent that a Participant or an Issuer has copyright
                    in the information supplied to ASTC under these Rules, then,
                    subject to Rule 8.11.1 or 8.11.2, the Participant or the
                    Issuer, as the case requires, grants ASTC a licence to
                    reproduce that information to the extent deemed necessary by
                    ASTC.

                    Introduced 11/03/04 Origin SCH 5.9.5

               8.11.6 REQUEST BY PARTICIPANT FOR PID

                    If a Participant provides a request to ASTC for the PID of
                    the Controlling Participant in relation to a particular HIN
                    ASTC may disclose:

                    (a) the PID of the Controlling Participant;

                    (b) the status of the Controlling Participant; and

                    (c) the status of the HIN.

                    The requesting Participant:

                    (d) is taken to have warranted to ASTC and the Controlling
                    Participant that it is the duly appointed agent of the
                    Holder for the purposes of obtaining the details requested;
                    and


                                                                   Page 57 of 78

<PAGE>

                    (e) indemnifies ASTC or any other Participant in respect of
                    any loss which ASTC or the other Participant may suffer as a
                    result of the requesting Participant not being authorised to
                    request the information provided.

                    Introduced 09/05/05

               8.12 REGISTRATION DATE

               8.12.1 THE DATE TO BE RECORDED FOR REGISTRATION PURPOSES

                    If a Transfer is not a CHESS to CHESS Transfer, the date to
                    be recorded as the date Financial Products are entered into
                    a Target Holding for registration purposes is:

                    (a) if the Source Holding is a CHESS Holding, the date, as
                    evidenced by the CHESS processing timestamp, that ASTC
                    Transmits to the Issuer the Message to Transfer the
                    Financial Products; or

                    (b) if the Source Holding is an Issuer Sponsored Holding,
                    the date the Issuer Transmits to ASTC the Message
                    authorising the Transfer of the Financial Products.

                    Introduced 11/03/04 Origin SCH 5.10

               8.13 CHESS SUBREGISTER TO REMAIN OPEN ON EACH BUSINESS DAY

               8.13.1 ASTC TO KEEP CHESS SUBREGISTER OPEN AND MUST PROCESS
               MESSAGES

                    On any Business Day, ASTC:

                    (a) unless otherwise provided in these Rules, must not close
                    a CHESS Subregister; and

                    (b) must process Messages in accordance with these Rules.

                    Introduced 11/03/04 Origin SCH 5.11

               8.14 CLOSURE OF A CHESS SUBREGISTER

               8.14.1 CLOSURE OF A CHESS SUBREGISTER - OTHER THAN WHERE
               FINANCIAL PRODUCTS LAPSE, EXPIRE, MATURE ETC.

                    Unless Rule 8.14.2 applies, if:

                    (a) ASTC revokes Approval of a class of an Issuer's
                    Financial Products under Rule 8.4.1(e) or 8.5.4; or

                    (b) Approval of a class of an Issuer's Financial Products
                    ceases under Rule 8.4.8,

                    ASTC and the Issuer must take such steps as may be necessary
                    to effect the orderly closure of any affected CHESS
                    Subregister, including without limitation:


                                                                   Page 58 of 78

<PAGE>

                    (c) ASTC giving such Notice as is reasonably practicable to
                    the Issuer and each Participant of:

                         (i) the date of closure of the CHESS Subregister; and

                         (ii) the last day on which ASTC will process Messages
                         or classes of Messages Transmitted by the Issuer or
                         Participants;

                    (d) the Issuer using its best endeavours to ensure that all
                    outstanding processing that affects CHESS Holdings in that
                    class is completed prior to the date of closure of the CHESS
                    Subregister;

                    (e) ASTC, on the date of closure of the CHESS Subregister:

                         (i) removing all Holdings on that Subregister to an
                         Issuer Sponsored Subregister; and

                         (ii) giving Notice to the Issuer that the CHESS
                         Subregister has been closed;

                    (f) ASTC sending a Holding statement in accordance with Rule
                    8.18.6 to each Participant Sponsored Holder of Financial
                    Products on the CHESS Subregister advising that the Holding
                    has been Converted to an Issuer Operated Subregister; and

                    (g) on the day of such closure or on any subsequent Business
                    Day ASTC may archive that CHESS Subregister provided that on
                    the archiving day it must notify the Issuer and Participants
                    confirming the archival of that Subregister.

                    Introduced 11/03/04 Origin SCH 5.12.1, 5.12.2

               8.14.2 CLOSURE OF A CHESS SUBREGISTER - WHERE FINANCIAL PRODUCTS
               LAPSE, EXPIRE, MATURE ETC.

                    If a class of Approved Financial Products ceases to be
                    quoted because the Financial Products have lapsed, expired,
                    matured or have been redeemed, paid up or Reconstructed,
                    subject to Rules 8.14.3 and 14.21.4, ASTC may archive the
                    CHESS Subregister for that class of Financial Products:

                    (a) in the case of the class of Approved Financial Products
                    being warrants eligible to be traded under the operating
                    rules of an Approved Market Operator not less than 10
                    Business Days after the date on which the cessation
                    occurred;

                    (b) in the case of any other class of Approved Financial
                    Products not less than 20 Business Days after the date on
                    which the cessation occurred; and

                    if ASTC archives a CHESS Subregister under this Rule 8.14.2,
                    ASTC must:


                                                                   Page 59 of 78

<PAGE>

                    (c) subject to Rule 8.14.3, reject all Messages Transmitted
                    by the Issuer or Participants that affect a CHESS Holding on
                    that Subregister; and

                    (d) notify the Issuer, and each Participant confirming the
                    archival of that Subregister.

                    Introduced 11/03/04 Origin SCH 5.13.1, 5.13.2 Amended
                    10/06/04

               8.14.3 REPORT FACILITIES TO BE PROVIDED BY ASTC

                    ASTC must provide Report facilities to the Issuer and
                    Participants for a period of not less than 10 Business Days
                    for warrants eligible to be traded under the operating rules
                    of an Approved Market Operator and not less than 20 Business
                    Days in the case of any other class of Approved Financial
                    Products following the cessation of a CHESS Subregister
                    under Rule 8.14.2.

                    Introduced 11/03/04 Origin SCH 5.13.3 Amended 10/06/04

13.1 APPLICATION OF CDI RULES

13.1.1 EFFECT OF RULES 13.1 TO 13.13

          Rules 13.1 to 13.13 only apply to, and have effect in relation to,
          CDIs issued in respect of a class of Principal Financial Products.

          The Rules, to the extent that they are not inconsistent with Rules
          13.1 to 13.13, have full force and effect in relation to CDIs other
          than as specifically modified by the provisions of these Rules 13.1 to
          13.13.

          Introduced 11/03/04 Origin SCH 3A.1.1, 3A.1.2 Amended 06/06/05

13.2 PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL
PRODUCTS

13.2.1 APPROVAL OF PERSON AS PRINCIPAL ISSUER

          A person who has applied for:

          (a) a class of Principal Financial Products; or

          (b) CDIs issued over a class of Principal Financial Products,

          to be quoted on the market of an Approved Market Operator may apply to
          ASTC in the form prescribed in the Procedures to:

          (c) act as Principal Issuer in relation to CDIs issued or to be issued
          in respect of those Principal Financial Products; and

          (d) to have those CDIs approved.

          Introduced 11/03/04 Origin SCH 3A.2.1 Amended 10/06/04, 06/06/05


                                                                   Page 60 of 78
<PAGE>

13.2.2 APPOINTMENT OF DEPOSITORY NOMINEE AND ISSUE OF CDIS

          If ASTC determines to accept an application under rule 13.2.1, the
          Principal Issuer must:

          (a) appoint a Depository Nominee for the purpose of complying with
          these Rules;

          (b) give Notice to ASTC of:

               (i) the identity of the Depository Nominee appointed by the
               Principal Issuer; and

               (ii) the Transmutation Ratio for the Principal Financial
               Products;

          (c) make arrangements satisfactory to ASTC to enable the Principal
          Issuer to comply with the requirements of Rules 13.4.3 and 13.5; and

          (d) make arrangements satisfactory to ASTC to issue CDIs or make them
          available in respect of that class of Principal Financial Products to
          each person who has:

               (i) an entitlement to those CDIs or Principal Financial Products;
               and

               (ii) where applicable, not elected to take a document of Title to
               those Principal Financial Products.

          Introduced 11/03/04 Origin SCH 3A.2.2 Amended 06/06/05

13.2.3 VESTING ARRANGEMENTS FOR PRINCIPAL FINANCIAL PRODUCTS

          If Rule 13.2.2 applies, the Principal Issuer must, either not later
          than End of Day on the Despatch Date for the new Principal Financial
          Products, or such other time as ASTC requires:

          (a) cause the Title to any Principal Financial Products that are to be
          held in the form of CDIs to be vested in the Depositary Nominee
          nominated by the Principal Issuer under Rule 13.2.2, in a manner
          recognised by Australian law and all applicable foreign laws;

          (b) immediately give Notice to ASTC that Title to the Principal
          Financial Products has vested in the Depositary Nominee; and

          (c) record:

               (i) the CDIs corresponding to the Principal Financial Products on
               the CHESS Subregister or the Issuer Sponsored Subregister, as the
               case requires; and

               (ii) the information required to be recorded under these Rules in
               such manner as to identify each Holder of the CDIs, whether on
               the CHESS Subregister or the Issuer Sponsored Subregister.

          Introduced 11/03/04 Origin SCH 3A.2.3 Amended 06/06/05

13.2.4 EFFECTIVE DATE OF APPROVAL - CDIS AS APPROVED FINANCIAL PRODUCTS

          Where ASTC determines to accept an application made under Rule 13.2.1,
          the Commencement Date for CDIs issued in respect of the class of
          Principal Financial Products will be the date that ASTC notifies the
          Principal Issuer that those CDIs are Approved Financial Products, or
          such other date determined by ASTC.

          Introduced 06/06/05


                                                                   Page 61 of 78

<PAGE>

13.2.5 CDIS AS APPROVED FINANCIAL PRODUCTS - TRANSITIONAL PROVISION

          From the date on which this rule 13.2.5 comes into effect, all CDIs
          issued by a Principal Issuer over a class of previously approved
          Principal Financial Products will be taken to be Approved Financial
          Products.

          Introduced 06/06/05

13.3 TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS

13.3.1 TRANSMUTATION OF PRINCIPAL FINANCIAL PRODUCTS TO CDIS AT ELECTION OF
HOLDER

          If a Holder of Financial Products that forms part of a class of
          Principal Financial Products in respect of which CDIs have been
          approved gives Notice to the Principal Issuer, at any time after the
          date of quotation of the Principal Financial Products, requesting the
          Transmutation of a quantity of those Principal Financial Products to
          CDIs, the Principal Issuer must, provided the Notice is accompanied by
          any corresponding documents of Title:

          (a) as soon as possible, cause Title to the quantity of Principal
          Financial Products specified in the Notice to be vested in the
          Depositary Nominee for those Principal Financial Products;

          (b) record:

               (i) the CDIs corresponding to the Principal Financial Products on
               the CDI Register; and

               (ii) the information required to be recorded under these Rules in
               such manner as to identify each Holder of the CDIs, on the CDI
               Register; and

          (c) give Notice to the Holder that the Transmutation has been
          effected.

          Introduced 11/03/04 Origin SCH 3A.3.1 Amended 06/06/05

13.3.2 TRANSMUTATION OF PRINCIPAL FINANCIAL PRODUCTS TO CDIS FOR SETTLEMENT
PURPOSES

          Each Participant that is obliged to deliver a quantity of Principal
          Financial Products to another Participant must, unless otherwise
          agreed with that Participant, do so by initiating a Message to
          Transfer the corresponding quantity of CDIs in respect of those
          Principal Financial Products.

          A Participant must not deliver a paper-based transfer of Principal
          Financial Products to another Participant unless otherwise agreed with
          that other Participant.

          Introduced 11/03/04 Origin SCH 3A.3.2, 3A.3.3

13.3.3 PARTICIPANT MAY INITIATE A TRANSMUTATION ON BEHALF OF A PERSON

          A Participant that is authorised by a person to do so, may Transmute
          Principal Financial Products to CDIs or CDIs to Principal Financial
          Products on behalf of the person in any circumstance where
          Transmutation by that person is permitted under these Rules.

          Introduced 11/03/04 Origin SCH 3A.3.4

13.4 CONSEQUENCES OF VESTING TITLE IN DEPOSITARY NOMINEE

13.4.1 ECONOMIC BENEFITS AND ENTITLEMENTS IN RELATION TO PRINCIPAL FINANCIAL
PRODUCTS

          If Title to Principal Financial Products is vested in a Depositary
          Nominee under these Rules, all right, title and interest in those
          Principal Financial Products is held by the Depositary Nominee


                                                                   Page 62 of 78

<PAGE>

          subject to the right of any person identified, in accordance with
          these Rules, as a Holder of CDIs in respect of those Principal
          Financial Products to receive all direct economic benefits and any
          other entitlements in relation to those Principal Financial Products.

          Introduced 11/03/04 Origin SCH 3A.4.1

13.4.2 IDENTIFICATION OF CDI HOLDERS

          For the purposes of Rule 13.4.1, a person is (subject to any
          subsequent disposition) entitled to all direct economic benefits and
          any other entitlements in relation to Principal Financial Products
          vested in a Depositary Nominee under these Rules if:

          (a) in accordance with Rule 13.2.3, the Principal Issuer has recorded
          the person in the CDI Register as the holder of CDIs for those
          Principal Financial Products; or

          (b) under Rule 13.3.1, the person is the former Holder of the
          Principal Financial Products to which the CDIs relate, or that
          person's nominee.

          Introduced 11/03/04 Origin SCH 3A.4.2

13.4.3 IMMOBILISATION OF PRINCIPAL FINANCIAL PRODUCTS

          A Depositary Nominee that holds Principal Financial Products under
          these Rules must:

          (a)

               (i) where a Certificate is issued as evidence of Title to those
               Financial Products, make arrangements satisfactory to ASTC for
               any Certificate representing its holding of Principal Financial
               Products to be held by the Principal Issuer for safekeeping; or

               (ii) where the Financial Products are held on account in an
               Approved Clearing House, ensure that a Segregated Account is
               maintained in respect of those Financial Products, which must
               constitute the Principal Register for the purposes of these
               Rules;

          (b) not dispose of any of those Principal Financial Products unless
          authorised by these Rules; and

          (c) not create any interest (including a security interest) which is
          inconsistent with the Title of the Depositary Nominee to the Principal
          Financial Products and the interests of the Holders of CDIs in respect
          of the Principal Financial Products unless authorised by these Rules.

          Introduced 11/03/04 Origin SCH 3A.4.3

13.5 REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS

13.5.1 ISSUER TO ESTABLISH AND MAINTAIN PRINCIPAL REGISTER AND CDI REGISTER

          If CDIs in respect of a class of Principal Financial Products are
          approved, the Principal Issuer must establish and maintain:

          (a) a Principal Register in Australia which contains all of the
          information that would otherwise be required to be kept by the
          Principal Issuer if it maintained an Australian branch register for
          those Financial Products; and


                                                                   Page 63 of 78

<PAGE>

          (b) a CDI Register in Australia that contains all of the information
          that would otherwise be required to be kept under the Corporations Act
          as if the Principal Issuer were an Australian listed public company
          and the CDIs were Financial Products of that company.

          Introduced 11/03/04 Origin SCH 3A.5.1, 3A.5.2 Amended 06/06/05

13.5.2 RECONCILIATION OF REGISTERS

          The Principal Issuer must ensure, at all times that:

          (a) the total number of CDIs on the CDI Register reconciles to the
          total number of Principal Financial Products registered in the name of
          the Depositary Nominee on the Principal Register; and

          (b) where applicable, it has one or more Certificates registered in
          the name of the Depositary Nominee in its possession which represent
          the same number of Principal Financial Products as are registered in
          the name of the Depositary Nominee on the Principal Register.

          Introduced 11/03/04 Origin SCH 3A.5.3 Amended 06/06/05

13.5.3 RIGHT OF INSPECTION OF PRINCIPAL REGISTER AND CDI REGISTER

          If:

          (a) a Principal Register; or

          (b) a CDI Register,

          is required to be established and maintained by a Principal Issuer
          under Rule 13.5.1, the Principal Issuer must make that Principal
          Register or that CDI Register, as the case requires, available for
          inspection to the same extent and in the same manner as if that
          register were a register of Financial Products of an Australian listed
          public company.

          This Rule 13.5.3 does not apply in respect of a class of Principal
          Financial Products issued by a DI Issuer to the extent that the
          Principal Register need not be available for inspection where that
          Principal Register is located in a foreign jurisdiction.

          Introduced 11/03/04 Origin SCH 3A.5.4A

13.5.4 ISSUER SPONSORED SUBREGISTERS AND CHESS SUBREGISTERS FOR CDIS

          If CDIs in respect of a class of Principal Financial Products are
          approved, the Principal Issuer must establish and maintain:

          (a) an Issuer Sponsored Subregister; and

          (b) a CHESS Subregister,

          of CDIs in respect of the Principal Financial Products as if the CDIs
          were Financial Products of an Australian Issuer, issued wholly in
          uncertificated form.

          Introduced 11/03/04 Origin SCH 3A.5.5 Amended 06/06/05

13.5.5 THIRD PARTY PROVIDER AS AGENT - [DELETED]

          Introduced 11/03/04 Origin SCH 3A.5.6 Deleted 06/06/05


                                                                   Page 64 of 78

<PAGE>

13.5.6 AGENTS OF PRINCIPAL ISSUER

          If a Principal Issuer employs or retains a Third Party Provider to
          establish and maintain a Principal Register or a CDI Register in
          respect of a class of its Principal Financial Products, then for the
          purposes of these Rules, the Third Party Provider is taken to perform
          those services as the agent of the Principal Issuer.

          Introduced 11/03/04 Origin SCH 3A.5.7 Amended 06/06/05

13.5.7 DEPOSITARY NOMINEE OBLIGED TO ENSURE INFORMATION IS PROVIDED TO PRINCIPAL
ISSUER

          Notwithstanding Rule 13.5.2, if a Depositary Nominee employs or
          retains a Third Party Provider to administer the Principal Register,
          which is not the same Third Party Provider as that retained by the
          Principal Issuer to establish and maintain a CDI Register under Rule
          13.5.6, then the Depositary Nominee must ensure that its Third Party
          Provider provides such information to the Principal Issuer at such
          times as the Principal Issuer requires for performance of its
          obligations under Rules 13.1 to 13.13.

          Introduced 11/03/04 Origin SCH 3A.5.8

13.5.8 POWER OF ATTORNEY

          The Depositary Nominee appoints the Principal Issuer to be the
          Depositary Nominee's attorney and in the name of the Depositary
          Nominee (or in the name of the Principal Issuer or its delegate) and
          on the Depositary Nominee's behalf:

          (a) to execute any transfer for the purposes of Rule 13.3; and

          (b) to do all things necessary or desirable to give full effect to the
          rights and obligations of the Depositary Nominee in Rules 13.1 to
          13.13; and the Depositary Nominee undertakes to ratify and confirm
          anything done under this power of attorney by the Principal Issuer.

          Introduced 11/03/04 Origin SCH 3A.5.9

13.5.9 DELEGATION BY PRINCIPAL ISSUER UNDER POWER OF ATTORNEY

          The Principal Issuer may in writing:

          (a) delegate its powers to any person for any period;

          (b) at its discretion, revoke any such delegation; and

          (c) exercise or concur in exercising any power despite the Principal
          Issuer or a delegate of the Principal Issuer having a direct or
          personal interest in the mode or result of the exercise of that power.

          Introduced 11/03/04 Origin SCH 3A.5.9A

13.5.10 INDEMNITY

          If a Principal Issuer or its Third Party Provider executes a transfer
          of Principal Financial Products on behalf of a Depositary Nominee as
          transferor or transferee, other than a Transfer which is supported by
          a Message initiated by a Participant under these Rules, the Principal
          Issuer warrants to ASTC that it indemnifies:

          (a) the Depositary Nominee;


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<PAGE>

          (b) ASTC;

          (c) the transferor or the beneficial owner of the Principal Financial
          Products, as the case requires; and

          (d) each Participant,

          against all losses, damages, costs and expenses that they or any of
          them may suffer or incur as a result of the transfer not being
          authorised by the transferor or by the beneficial owner of the
          Principal Financial Products.

          Introduced 11/03/04 Origin SCH 3A.5.10

13.5.11 ASTC HOLDS BENEFIT OF WARRANTIES FOR DEPOSITARY NOMINEE

          ASTC holds the benefit of any warranties and indemnities given to it
          by the Principal Issuer under Rules 13.1 to 13.13 in trust for the
          benefit of the Depositary Nominee.

          Introduced 11/03/04 Origin SCH 3A.5.10A

13.5.12 PRINCIPAL ISSUER AND DEPOSITARY NOMINEE NOT TO INTERFERE IN TRANSFER AND
TRANSMUTATION

          Unless otherwise permitted under these Rules or the Listing Rules, a
          Principal Issuer or a Depositary Nominee must not refuse or fail to
          register, or give effect to, or otherwise interfere with the
          processing and registration of:

          (a) a paper-based transfer of Principal Financial Products;

          (b) a Transfer of CDIs;

          (c) a Transmutation of Principal Financial Products to CDIs;

          (d) a Transmutation of CDIs to Principal Financial Products;

          (e) a shunt from a DI Register to a Principal Register; or

          (f) a shunt from a Principal Register to a DI Register.

          Introduced 11/03/04 Origin SCH 3A.5.11, 3A.5.12 Amended 06/06/05

13.5.13 NO NOTICE OF UNREGISTERED INTERESTS

          For the purposes of all relevant Australian and foreign laws, neither
          ASTC nor any Depositary Nominee is affected by actual, implied or
          constructive notice of any interest in CDIs other than the Holdings on
          the CDI Register.

          A Depositary Nominee may deal with the registered Holder of CDIs as
          if, for all purposes, the Holder of CDIs is the absolute beneficial
          owner of the Principal Financial Products to which the CDIs relate,
          without any liability whatsoever to any other person who asserts an
          interest in the CDIs or in the Principal Financial Products to which
          the CDIs relate.

          Introduced 11/03/04 Origin SCH 3A.5.13, 3A.5.14

13.6 CORPORATE ACTIONS

13.6.1 APPLICATION OF RULES

          The purpose of the following Rules is to ensure that the benefit of
          all Corporate Actions of a Principal Issuer will enure to the benefit
          of the relevant Holders of CDIs as if they were Holders


                                                                   Page 66 of 78

<PAGE>

          of the corresponding Principal Financial Products, where Principal
          Financial Products are held by a Depositary Nominee under these Rules.

          Introduced 11/03/04 Origin SCH 3A.6.1 Amended 06/06/05

13.6.2 DISTRIBUTION OF DIVIDENDS TO HOLDERS OF CDIS

          If CDIs in respect of a class of Principal Financial Products are
          approved under Rule 13.2, the Principal Issuer must distribute any
          dividend declared in respect of the corresponding Principal Financial
          Products to Holders of CDIs based on relevant Cum Entitlement Balances
          as at End of Day on the Record Date for the dividend in proportions as
          determined by the Transmutation Ratio.

          Introduced 11/03/04 Origin SCH 3A.6.2 Amended 06/06/05

13.6.3 DIRECTION AND ACKNOWLEDGMENT BY DEPOSITARY NOMINEE

          For the purposes of:

          (a) the Principal Issuer's constitution; and

          (b) all laws governing the entitlement to dividends of a Depositary
          Nominee of the Principal Issuer,

          the Depositary Nominee is taken to have directed the Principal Issuer
          to distribute any dividend, that would otherwise be payable to it
          under the Principal Issuer's constitution, in accordance with these
          Rules.

          Introduced 11/03/04 Origin SCH 3A.6.3

13.6.4 DISCHARGE OF PRINCIPAL ISSUER'S OBLIGATION TO PAY DIVIDEND TO DEPOSITARY
NOMINEE

          A Depositary Nominee for a Principal Issuer acknowledges that
          distribution of a dividend in accordance with these Rules discharges
          the Principal Issuer's obligation to pay the dividend to the
          Depositary Nominee.

          Introduced 11/03/04 Origin SCH 3A.6.4

13.6.5 PAYMENT BY DEPOSITARY INTEREST ISSUER

          Rules 13.6.2, 13.6.3 and 13.6.4 apply in respect of a DI as if a
          reference to "dividend" is a reference to any distribution or payment,
          whether principal, premium or interest, as defined in the offering
          memorandum in respect of the Principal Financial Products.

          Introduced 11/03/04 Origin SCH 3A.6.4A

13.6.6 PAYMENT OBLIGATIONS

          Where a DI Issuer makes a payment pursuant to Rule 13.6.2, that
          payment must be made to all Holders of DIs as soon as reasonably
          practicable.

          Introduced 11/03/04 Origin SCH 3A.6.4B Amended 04/04/05

13.6.7 BONUS ISSUES, RIGHTS ISSUES AND RECONSTRUCTIONS

          If CDIs in respect of a class of Principal Financial Products are
          approved under Rule 13.2, the Principal Issuer must administer all
          Corporate Actions (including bonus issues, rights issues, mergers and
          reconstructions) that result in the issue of additional or replacement
          Financial Products in respect of the Principal Financial Products so
          that:


                                                                   Page 67 of 78
<PAGE>

          (a) if the benefits conferred in a Corporate Action are additional or
          replacement Principal Financial Products, those Principal Financial
          Products are vested in the Depositary Nominee as Holder of the
          Principal Financial Products and the benefits are distributed to
          Holders of CDIs in the form of CDIs corresponding to those Principal
          Financial Products;

          (b) additional or replacement CDIs are issued to Holders of CDIs based
          on relevant Cum Entitlement Balances as at End of Day on the Record
          Date for the Corporate Action on the same terms as would otherwise
          have applied if the Holders of CDIs were Holders of the Principal
          Financial Products; and

          (c) the benefit of Corporate Actions is conferred on Holders of CDIs
          in proportions determined by the Transmutation Ratio.

          Introduced 11/03/04 Origin SCH 3A.6.5 Amended 06/06/05

13.6.8 DIVIDEND REINVESTMENT AND BONUS SHARE PLANS

          If CDIs in respect of a class of Principal Financial Products are
          approved under Rule 13.2, the Principal Issuer must, in relation to
          any dividend investment scheme or bonus share plan in respect of those
          Principal Financial Products:

          (a) make available to Holders of CDIs, based on relevant Cum
          Entitlement Balances as at End of Day on the Record Date for
          determining entitlements, all benefits and entitlements arising under
          the dividend reinvestment scheme or bonus share plan, as the case
          requires;

          (b) distribute all benefits and entitlements arising under the
          dividend reinvestment scheme or bonus share plan, as the case
          requires, to Holders of CDIs in proportions determined by the
          Transmutation Ratio;

          (c) ensure that any right under such a plan to elect to receive
          financial products rather than cash is exercised by Holders of CDIs
          rather than the Depositary Nominee; and

          (d) if a Holder of CDIs elects to receive financial products, issue
          Principal Financial Products to the Depositary Nominee and distribute
          corresponding CDIs to the Holder of CDIs.

          Introduced 11/03/04 Origin SCH 3A.6.6 Amended 06/06/05

13.6.9 EXERCISE OF HOLDER RIGHTS

          If CDIs in respect of a class of Principal Financial Products are
          approved under Rule 13.2, the Depositary Nominee must exercise any
          rights vested in it as the Holder of the Principal Financial Products
          under any law (including any right to institute legal proceedings as a
          holder of Financial Products), in accordance with:

          (a) any direction given by a Holder of CDIs; or

          (b) any direction of Holders of CDIs given by ordinary resolution at a
          meeting of Holders of CDIs.

          Introduced 11/03/04 Origin SCH 3A.6.7 Amended 06/06/05


                                                                   Page 68 of 78

<PAGE>

13.6.10 FRACTIONAL ENTITLEMENTS

          If a Corporate Action gives Holders of Principal Financial Products a
          fractional entitlement to additional or replacement financial
          products, the Principal Issuer must ensure that:

          (a) the number of additional or replacement financial products issued
          to the Depositary Nominee is calculated as if each Holder of CDIs with
          respect to the Depositary Nominee's Holdings is a Holder of a
          corresponding number of Principal Financial Products; and

          (b) Holders of CDIs receive additional or replacement CDIs reflecting
          the entitlements so calculated.

          Introduced 11/03/04 Origin SCH 3A.6.8 Amended 06/06/05

13.6.11 GENERAL DIRECTION AND ACKNOWLEDGMENT BY DEPOSITARY NOMINEE

          A Depositary Nominee for a Principal Issuer:

          (a) is taken to have directed the Principal Issuer to administer all
          Corporate Actions of the Principal Issuer in the manner provided in
          these Rules; and

          (b) acknowledges that compliance with these Rules discharges the
          Principal Issuer's obligation to make the benefit of a Corporate
          Action available to the Depositary Nominee.

          Introduced 11/03/04 Origin SCH 3A.6.9, 3A.6.10

13.6.12 TRANSMUTATIONS OF FINANCIAL PRODUCTS AND ASSOCIATED ENTITLEMENTS

          Where, during an ex-period for a Corporate Action, Principal Financial
          Products under Rules 13.1 to 13.13 are Transmuted in order to give
          effect to a transfer of those Principal Financial Products, the
          transmutation of those Principal Financial Products must be effected
          together with any associated Entitlement.

          Introduced 11/03/04 Origin SCH 3A.6.11 Amended 06/06/05

13.7 TAKEOVERS

13.7.1 DEPOSITARY NOMINEE TO ACCEPT ONLY IF AUTHORISED BY HOLDERS OF CDIS

          If a takeover offer in respect of Principal Financial Products is
          received by a Depositary Nominee, the Depositary Nominee must not
          accept the offer except to the extent that acceptance is authorised by
          Holders of CDIs with respect to the Principal Financial Products under
          these Rules.

          Introduced 11/03/04 Origin SCH 3A.7.1 Amended 06/06/05

13.7.2 ACCEPTANCE WITH RESPECT TO HOLDERS OF CDIS ON CHESS SUBREGISTER

          If:

          (a) Principal Financial Products are held by a Depositary Nominee; and

          (b) the corresponding CDIs are held on a CHESS Subregister,

          then the provisions of the Rules governing the processing of takeover
          acceptances of Financial Products held on a CHESS Subregister apply as
          if the CDIs were Financial Products of a listed public company and the
          Depositary Nominee must accept a takeover offer with respect to
          Principal Financial Products which it holds if and to the extent to
          which acceptances are received and processed pursuant to the Rules.

          Introduced 11/03/04 Origin SCH 3A.7.2 Amended 06/06/05


                                                                   Page 69 of 78

<PAGE>

13.7.3 ACCEPTANCE WITH RESPECT TO HOLDERS OF CDIS ON ISSUER-SPONSORED
SUBREGISTER

          If:

          (a) Principal Financial Products are held by a Depositary Nominee; and

          (b) corresponding CDIs are held on the Issuer Sponsored Subregister,

          then the Depositary Nominee must:

          (c) as soon as possible after the date of receipt of the takeover
          offer from the offeror, despatch to each Holder of CDIs registered on
          the CDI Register at the date of the offer, copies of the offer
          documentation, together with any other documents despatched to target
          holders of the Principal Financial Products; and

          (d) ensure that the offer documentation despatched to Holders of CDIs
          includes a Notice in a form acceptable to ASTC in accordance with the
          Procedures.

          Introduced 11/03/04 Origin SCH 3A.7.3 Amended 06/06/05

13.7.4 PROCESSING OF ACCEPTANCES FROM HOLDERS OF CDIS

          Where the provisions of Rule 13.7.3 apply, the Depositary Nominee must
          ensure that:

          (a) the offeror receives and processes acceptances from Holders of
          CDIs or appoints a receiving agent in Australia to receive and process
          acceptances with respect to Holders of CDIs on the Issuer Sponsored
          Subregister; and

          (b) either the offeror or the offeror's receiving agent provides the
          Depositary Nominee with a clear statement of the number of Principal
          Financial Products held by the Depositary Nominee with respect to
          which acceptances of Holders of CDIs have been received, in sufficient
          time to enable the Depositary Nominee to lodge a valid acceptance of
          the offer with the offeror as holder of the Principal Financial
          Products.

          Introduced 11/03/04 Origin SCH 3A.7.4

13.7.5 LIABILITY OF DEPOSITARY NOMINEE

          The Depositary Nominee has no liability to:

          (a) the Principal Issuer;

          (b) Holders of Principal Financial Products;

          (c) Holders of CDIs;

          (d) any person claiming an interest in Principal Financial Products or
          CDIs; or

          (e) the takeover offeror,

          with respect to lodging or not lodging takeover acceptances for the
          whole or any part of its Holding of Principal Financial Products
          unless it:

          (f) acts contrary to a statement of a receiving agent given under Rule
          13.7.4(b) or contrary to the information supplied to it by ASTC
          regarding takeover acceptances with respect to Holdings on the CHESS
          Subregister for the CDIs;

          (g) acts negligently or in breach of these Rules; or

          (h) negligently fails to lodge the acceptance or acceptances before
          the close of the offer period.

          Introduced 11/03/04 Origin SCH 3A.7.5 Amended 06/06/05


                                                                   Page 70 of 78

<PAGE>

13.8 VOTING ARRANGEMENTS

13.8.1 INTERPRETATION

          For the purposes of Rule 13.8, "constitution of a Principal Issuer"
          means:

          (a) in respect of a share, constitution as defined in the Corporations
          Act; or

          (b) in respect of a Financial Product other than a share, the document
          which creates the right for a holder of Financial Products to attend
          and vote at meetings of holders of Financial Products of that class
          and to appoint proxies in respect of that voting.

          Introduced 11/03/04 Origin SCH 3A.1.3

13.8.2 PRINCIPAL ISSUER TO NOTIFY HOLDERS OF CDIS

          If a meeting is convened of Holders of a class of Principal Financial
          Products vested in a Depositary Nominee for a Principal Issuer, the
          Principal Issuer must give a Notice of the meeting to each Holder of
          CDIs at the same time as Notice of the meeting is sent to Holders of
          the Principal Financial Products.

          For the purposes of this Rule 13.8.2, a Principal Issuer may give a
          Notice of the meeting to a Holder of CDIs in any manner provided for
          in the Corporations Act.

          Note: this Rule 13.8.2 is intended to cover the means by which a
          notice of meeting may be given under section 249J of the Corporations
          Act.

          Introduced 11/03/04 Origin SCH 3A.8.1 Amended 18/12/06

13.8.3 HOLDERS OF CDIS MAY GIVE DIRECTIONS TO DEPOSITARY NOMINEE

          Subject to Rule 13.8.8, the Depositary Nominee must appoint two
          proxies even if under the constitution of the Principal Issuer, a
          Depositary Nominee has a right to:

          (a) appoint more than one proxy for the purpose of voting at a meeting
          of the Principal Issuer; and

          (b) cast different proxy votes for different parts of the Holding.

          Introduced 11/03/04 Origin SCH 3A.8.2

13.8.4 PROXIES TO INDICATE RESULTS OF RESOLUTION

          One of the two proxies so appointed in accordance with Rule 13.8.3
          must indicate the number of Principal Financial Products in favour of
          the resolution described in the proxy, and the second proxy must
          indicate the number of Principal Financial Products against the
          resolution described in the proxy.

          Introduced 11/03/04 Origin SCH 3A.8.3 Amended 06/06/05

13.8.5 DETERMINING THE NUMBER OF FINANCIAL PRODUCTS FOR EACH PROXY

          The manner in which the number of Principal Financial Products is
          determined for each proxy is by:

          (a) taking the number of CDIs in favour of the resolution;


                                                                   Page 71 of 78

<PAGE>

          (b) taking the number of CDIs against the resolution;

          (c) applying the transmutation ratio to those CDIs; and

          (d) entering the resultant number of Principal Financial Products on
          the appropriate proxy.

          Introduced 11/03/04 Origin SCH 3A.8.4 Amended 06/06/05

13.8.6 DEPOSITARY NOMINEE APPOINTING A SINGLE PROXY

          If under the constitution of the Principal Issuer, a Depositary
          Nominee can only appoint a single proxy, the Depositary Nominee must:

          (a) take the number of CDIs in favour of the resolution;

          (b) take the number of CDIs against the resolution;

          (c) determine the net voting position either in favour of or against
          the resolution;

          (d) apply the transmutation ratio to those CDIs; and

          (e) accordingly enter the resultant number of Principal Financial
          Products on the proxy.

          Introduced 11/03/04 Origin SCH 3A.8.5 Amended 06/060/05

13.8.7 VOTING INSTRUCTIONS BY DEPOSITARY NOMINEE

          Where the appointed proxy or proxies are required to vote on multiple
          resolutions, the Depositary Nominee must instruct the proxy or proxies
          to vote in such manner as will in the reasonable opinion of the
          Depositary Nominee best represent the wishes of the majority of
          Holders of CDIs.

          Introduced 11/03/04 Origin SCH 3A.8.5A

13.8.8 DEPOSITARY NOMINEE TO APPOINT HOLDERS OF CDIS AS PROXY

          The Depositary Nominee must appoint a Holder of CDIs or a person
          nominated by a Holder of CDIs as its proxy for the purpose of
          attending and voting at a meeting of the Principal Issuer where:

          (a) the constitution of the Principal Issuer allows the Depositary
          Nominee to appoint Holders of CDIs or a person nominated by a Holder
          of CDIs as its proxy; and

          (b) the Holder of CDIs has informed the Principal Issuer that the
          Holder wishes to nominate another person to be appointed as the
          Depositary Nominee's proxy.

          Introduced 11/03/04 Origin SCH 3A.8.1

13.8.9 PRINCIPAL ISSUER MUST NOTIFY HOLDERS OF CDIS OF THEIR RIGHTS

          The Principal Issuer must:

          (a) include with the Notice of meeting given under Rule 13.8.2 a
          Notice in a form acceptable to ASTC in accordance with the Procedures;
          and

          (b) make appropriate arrangements to:

               (i) collect and process any directions by Holders of CDIs;


                                                                   Page 72 of 78

<PAGE>

               (ii) provide the Depositary Nominee with a report in writing that
               clearly shows how the Depositary Nominee must exercise its right
               to vote by proxy at the meeting, in sufficient time to enable the
               Depositary Nominee to lodge a proxy for the meeting; and

               (iii) where a Holder of CDIs, or a person nominated by a Holder
               of CDIs, is to be appointed the Depositary Nominee's proxy in
               accordance with Rule 13.8.8, collect and process all relevant
               proxy forms in sufficient time to enable the Depositary Nominee
               to lodge a proxy or proxies for the meeting.

          Introduced 11/03/04 Origin SCH 3A.8.6 Amended 18/12/06

13.8.10 DEPOSITARY NOMINEE TO CALL FOR A POLL

          To the extent that it is able to do so, the Depositary Nominee must
          make or join in any demand for a poll in respect of any matter at a
          meeting of the Principal Issuer in accordance with any report in
          writing supplied by the Principal Issuer under Rule 13.8.9(b)(ii).

          Introduced 11/03/04 Origin SCH 3A.8.7

13.8.11 MEETINGS OF HOLDERS OF CDIS

          If it is necessary or appropriate for a meeting of Holders of CDIs to
          be convened for any purpose, including a purpose specified in these
          Rules:

          (a) the meeting may be convened by the directors of the Principal
          Issuer to which the CDIs relate, or in any other manner in which a
          meeting of holders of Financial Products of the Principal Issuer may
          be convened under the law of the place of formation of the Principal
          Issuer;

          (b) the rights of Holders of CDIs to appoint a proxy, to vote on a
          show of hands, to call for a poll and vote on a poll must be
          determined as if the meeting were a meeting of holders of Financial
          Products of the Principal Issuer;

          (c) the requirements for Notice of the meeting and the rules and
          procedures for a meeting of Holders of CDIs must be the requirements,
          rules and procedures that would apply to a meeting of holders of
          Financial Products of the Principal Issuer.

          Introduced 11/03/04 Origin SCH 3A.8.8

13.8.12 LIABILITY OF DEPOSITARY NOMINEES

          The Depositary Nominee has no liability to:

          (a) the Principal Issuer;

          (b) Holders of Principal Financial Products;

          (c) Holders of CDIs; or

          (d) any person claiming an interest in Principal Financial Products or
          CDIs,

          with respect to any conduct or omission of the Depositary Nominee at
          or connected with a meeting of Holders of Financial Products of a
          Principal Issuer, unless the Depositary Nominee:

          (e) acts contrary to a report of the Principal Issuer given under Rule
          13.8.9(b)(ii);

          (f) acts negligently or in breach of these Rules; or


                                                                   Page 73 of 78

<PAGE>

          (g) negligently fails to vote or lodge forms of proxy before the close
          of the period within which proxies for the meeting may be lodged.

          Introduced 11/03/04 Origin SCH 3A.8.9

13.9 SPECIFIC MODIFICATIONS TO RULES

13.9.1 MODIFICATIONS

          The following modifications are made to the Rules in respect of the
          operation of Section 13:

          (a) Rule 8.1 does not apply.

          (b) Rule 8.2.1(a) is varied by the insertion of the words " or CDIs
          that are to be approved under Rules 13.1 to 13.13;" after Rule" 8.1".

          (c) Rules 8.6.4 and 8.6.5 should be read as if references to the
          "Commission" were references to "ASTC" and references to the
          "Corporations Act" were references to "these Rules".

          (d) The provisions of Rule 8.12 are modified by the provisions of
          Rules 13.9.2 to 13.9.6 below.

          (e) Rule 5.2.1 is amended by insertion of the words "or CDIs that are
          to be approved under Rules 13.1 to 13.13" after "8.1" in Rule 5.2.1.

          (f) Rules 5.2.2 and 5.4.1 do not apply to a class of CDIs that is
          Approved under Rules 13.1 to 13.13.

          (g) Rule 5.4.2 is to be read as if the following provision is added to
          the end of Rule 5.4.2, " A Principal Issuer may not cease to operate
          its Issuer Sponsored Subregister unless ASTC agrees in writing."

          (h) Rule 5.9 only applies where a Transfer is initiated by a
          Participant which has the effect of a Conversion.

          (i) Rules 5.13.1 and 5.13.3 are modified so that the references to
          "total issued capital" must be read as references to " total number of
          CDIs".

          (j) The provisions of Section 14 are taken to apply to CDIs as if the
          CDIs were Financial Products in an Australian listed public company
          and the takeover bid with respect to the Principal Financial Products
          was a takeover under the Corporations Act.

          Introduced 11/03/04 Origin SCH 3A.9.1 to 3A.9.5, 3A.9.8 to 3A.9.12,
          3A.9.12A to 3A.9.19 Amended 04/04/05, 06/06/05

13.9.2 CDI TO PRINCIPAL FINANCIAL PRODUCT TRANSMUTATION

          A CDI to Principal Financial Product Transmutation may be initiated by
          a Participant that Transmits a Valid Originating Message to ASTC in
          accordance with the Procedures.

          Introduced 11/03/04 Origin SCH 3A.9.6.1 Amended 06/06/05


                                                                   Page 74 of 78

<PAGE>

13.9.3 ACTIONS OF ASTC

          If an Originating Message Transmitted to ASTC complies with Rule
          13.9.2 and there are sufficient available CDIs in the Source Holding,
          ASTC must:

          (a) deduct the number of CDIs specified in the Originating Message
          from the Source Holding; and

          (b) Transmit a Message to the Principal Issuer to transfer Principal
          Financial Products in accordance with the Originating Message.

          Introduced 11/03/04 Origin SCH 3A.9.6.2 Amended 04/04/05, 06/06/05

13.9.4 PRINCIPAL ISSUER TO GENERATE TRUSTEE TRANSFER FORMS

          If a Principal Issuer receives a Valid Message under Rule 13.9.3(b),
          the Principal Issuer must, within the Scheduled Time:

          (a) generate a Trustee Transfer Form in accordance with the
          Procedures; and

          (b) register that Transfer in the Principal Register.

          Introduced 11/03/04 Origin SCH 3A.9.6.3 Amended 04/04/05, 06/06/05

13.9.5 TIME AT WHICH TRANSFER TAKES EFFECT

          A Transfer initiated under Rule 13.9.4(a) is deemed to take effect at
          the time ASTC deducts the number of CDIs specified in the Originating
          Message from the Source Holding.

          Introduced 11/03/04 Origin SCH 3A.9.6.4 Amended 06/06/05

13.9.6 AUTHORITY OF HOLDER OF CDI REQUIRED

          A Participant must not transmit a Valid Originating Message which has
          the effect of Transmuting CDIs to Principal Financial Products without
          the prior authority of the Holder of CDIs.

          Introduced 11/03/04 Origin SCH 3A.9.6.5

13.9.7 PRINCIPAL FINANCIAL PRODUCT TO CDI TRANSMUTATION

          A Principal Financial Product to CDI Transmutation may be initiated by
          a Participant that:

          (a) lodges a properly completed document of Transfer and Certificate
          or Marked Transfer with the Principal Issuer within the Scheduled
          Time; and

          (b) Transmits a Valid Originating Message to ASTC in accordance with
          the Procedures.

          Introduced 11/03/04 Origin SCH 3A.9.7.1 Amended 06/06/05

13.9.8 ASTC TO REQUEST PRINCIPAL ISSUER TO AUTHORISE THE TRANSMUTATION

          If an Originating Message Transmitted to ASTC complies with Rule
          13.9.7(b), ASTC will:

          (a) Transmit to the Principal Issuer a Message requesting the
          Principal Issuer to authorise the Transmutation of Principal Financial
          Products to CDIs in accordance with that Originating Message; and

          (b) specify the Registration Details in the Message to the Issuer to
          enable the Issuer to validate the Registration Details, where
          applicable.

          Introduced 11/03/04 Origin SCH 3A.9.7.2 Amended 04/04/05, 06/06/05


                                                                   Page 75 of 78

<PAGE>

13.9.9 PRINCIPAL ISSUER TO PROCESS THE TRANSFER

          If a Principal Issuer receives:

          (a) a properly completed document of Transfer and Certificate or
          Marked Transfer; and

          (b) a Valid Message under Rule 13.9.8 from ASTC pursuant to an
          Originating Message,

          the Principal Issuer must, within the Scheduled Time:

          (c) enter the Transfer in the Principal Register;

          (d) Transmit a Message to ASTC to Transfer the Financial Products in
          accordance with the Originating Message; and

          (e) in the case of a Message requesting the Principal Issuer to
          authorise a Transfer where the Transfer has the effect of a
          Conversion, ensure the Registration Details specified in the Message
          for the Target Holding match the Registration Details maintained by
          the Principal Issuer for the Source Holding.

          Introduced 11/03/04 Origin SCH 3A.9.7.3 Amended 04/04/05

13.9.10 ASTC TO ENTER FINANCIAL PRODUCTS INTO TARGET HOLDING

          If ASTC receives a Valid Message under Rule 13.9.9(d), ASTC must enter
          Financial Products into the Target Holding in accordance with the
          Originating Message.

          Introduced 11/03/04 Origin SCH 3A.9.7.4

13.9.11 CONDITIONS FOR ISSUER'S AUTHORISATION OF A TRANSFER NOT MET

          If the conditions for authorisation by the Issuer of a Transfer as
          stipulated in Rule 13.9.9 are not met, the Issuer must, within the
          Scheduled Time:

          (a) reject the Message; and/or

          (b) return the properly completed document of Transfer and Certificate
          or Marked Transfer to the Participant that lodged it without entering
          the Transfer in the Principal Register,

          whichever is relevant.

          Introduced 11/03/04 Origin SCH 3A.9.7.5 Amended 09/05/05

13.9.12 TIME AT WHICH TRANSFER TAKES EFFECT

          A Transfer initiated under Rule 13.9.7 takes effect when both the
          actions described in Rule 13.9.9(c) and (d) are completed.

          Introduced 11/03/04 Origin SCH 3A.9.7.6

13.9.13 ASTC MAY PURGE UNACTIONED MESSAGES

          If a Principal Issuer receives a Message from ASTC under Rule 13.9.8
          and does not respond to ASTC under either Rule 13.9.9 or Rule 13.9.11
          within the relevant Scheduled Time for response, ASTC may purge the
          unactioned Message from the Settlement Facility.

          Introduced 09/05/05


                                                                   Page 76 of 78

<PAGE>

13.10 SHUNTING BETWEEN REGISTERS

13.10.1 SHUNT FROM DI REGISTER TO PRINCIPAL REGISTER

          Where a Holder gives Notice requesting that the Principal Issuer shunt
          all or part of a Holding of DIs into Principal Financial Products, the
          Principal Issuer must reduce that Holding by the number specified in
          the Notice and take such steps as are necessary to shunt the same
          number of Principal Financial Products from the relevant Segregated
          Account to the Approved Clearing House account nominated in the
          Notice, within 3 Business Days of receipt of that Notice.

          Introduced 11/03/04 Origin SCH 3A.10.1

13.10.2 SHUNT FROM PRINCIPAL REGISTER TO DI REGISTER

          Where a Holder gives Notice requesting that the Principal Issuer shunt
          all or part of a Holding of Principal Financial Products into DIs, the
          Principal Issuer must take all necessary steps to shunt those
          Principal Financial Products to the Segregated Account and enter the
          same number of DIs into a Holding in accordance with the instructions
          given in the Notice, within 3 Business Days of receipt of that Notice.

          Introduced 11/03/04 Origin SCH 3A.10.2

13.11 TAX LAWS

13.11.1 PRINCIPAL ISSUER TO COMPANY WITH TAX LAWS

          The Principal Issuer will use its best endeavours to:

          (a) comply with all applicable Tax laws as agent and attorney of the
          Depositary Nominee;

          (b) ensure that the Depositary Nominee complies with all applicable
          Tax laws; and

          (c) not do any act or thing which creates a Tax liability, or not omit
          to do any act or thing, the omission of which creates a Tax liability,
          which must be discharged by the Depositary Nominee, unless provision
          has been made for the discharge of the liability by some person other
          than the Depositary Nominee.

          The obligations of the Principal Issuer and the Depositary Nominee are
          subject to all relevant Tax laws.

          Introduced 11/03/04 Origin SCH 3A.11.1, 3A.11.2

13.12 NOTICE

13.12.1 NOTICE TO HOLDERS OF CDI'S

          Any obligation to give notice to Holders of CDIs under Rules 13.1 to
          13.13 must be discharged upon the Depositary Nominee giving notice to
          the Holder of CDIs at the address of the Holder of CDIs noted on the
          CDI Register.

          Introduced 11/03/04 Origin SCH 3A.12.1

13.13 GENERAL INDEMNITY

13.13.1 PRINCIPAL ISSUER TO INDEMNIFY THE DEPOSITARY NOMINEE

          The Principal Issuer indemnifies the Depositary Nominee against all
          expenses, losses, damages and costs that the Depositary Nominee may
          sustain or incur in connection with:

          (a) CDIs;

          (b) its capacity as holder of Principal Financial Products;


                                                                   Page 77 of 78

<PAGE>

          (c) any act done, or required to be done, by the Principal Issuer
          (whether or not on behalf of the Depositary Nominee) under Rules 13.1
          to 13.13 of the Rules; and

          (d) any act otherwise done or required to be done by the Depositary
          Nominee under Rules 13.1 to 13.13 of the Rules.

          Introduced 11/03/04 Origin SCH 3A.13.1


                                                                   Page 78 of 78