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                                                                    EXHIBIT 99.1

                  Excerpts of the ASX Settlement and Transfer
                       Corporation Pty Ltd as of May 2005

                See www.asx.com.au/supervision/rules/astc/index
                             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.

ASTC Settlement Rules                   Section 1                   Page 4 of 11

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            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.

            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

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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

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.

ASTC Settlement Rules              Section 1                        Page 6 of 11

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SECTION 13. DEPOSITARY INTERESTS IN CHESS

      This Section 13 sets out the Rules governing CHESS Depositary Interests
      and Foreign Depositary Interests and modifies the operation of the Rules
      in a number of respects.

      CHESS Depositary Interests are units of beneficial ownership in a
      Principal Financial Product, registered in the name of a Depositary
      Nominee. They include CUFS and DIs. Foreign Depositary Interests comprise
      a beneficial interest in a Participating International Financial Product
      held by a Depositary Nominee.

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, a
            class of Financial Products of a Principal Issuer that is Approved.

            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 a class of
            Principal Financial Products that is Approved 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

13.2        PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL
            PRODUCTS

13.2.1      PREREQUISITES FOR ASTC APPROVAL OF PRINCIPAL FINANCIAL PRODUCTS

            If:

            (a)   a class of Financial Products of a Principal Issuer is
                  Approved under Rule 8.3.1 (a); and

            (b)   ASTC determines that it is satisfied that the Principal Issuer
                  is capable of complying with Rules 13.1 to 13.13,

            the Principal Issuer must:

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

            (d)   give Notice to ASTC of:

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

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

ASTC Settlement Rules              Section 13                       Page 8 of 48

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            (e)   make arrangements satisfactory to ASTC in order that the
                  Principal Issuer complies with the requirements of Rules
                  13.4.3 and 13.5.

            Introduced 11/03/04 Origin SCH 3A.2.1

13.2.2      DISTRIBUTION OF PRINCIPAL FINANCIAL PRODUCTS AS APPROVED FINANCIAL
            PRODUCTS

            If:

            (a)   a Principal Issuer issues a new class of Principal Financial
                  Products and that class of Principal Financial Products is
                  Approved in accordance with Rule 8.3.1 (a); and

            (b)   the Approved Market Operator gives the Foreign Issuer approval
                  for quotation of those Principal Financial Products,

            the Principal Issuer must 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:

            (c)   an entitlement to those Principal Financial Products; and

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

            Introduced 11/03/04 Origin SCH 3A.2.2

13.2.3      VESTING ARRANGEMENTS FOR NEW ISSUE OF PRINCIPAL FINANCIAL PRODUCTS

            If Rule 13.2.2 applies, the Principal Issuer must, not later than
            End of Day on the Despatch Date for the new Principal Financial
            Products:

            (a)   cause the Title to any Principal Financial Products that are
                  to be held in the form of CDIs to be vested in the Depositary
                  Nominee nominated by the Principal Issuer under Rule 13.2.1,
                  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

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13.3        TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS

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

            If a Holder of Financial Products that forms part of a class of
            Principal Financial Products that:

            (a)   is Approved under Rule 8.3.1(a); and

            (b)   has been approved for quotation by the Approved Market
                  Operator,

            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:

            (c)   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;

            (d)   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

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

            Introduced 11/03/04 Origin SCH 3A.3.1

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

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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
            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

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13.5        REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS

13.5.1      ISSUER TO ESTABLISH AND MAINTAIN PRINCIPAL REGISTER AND CDI REGISTER

            If a class of Principal Financial Products is Approved under Rule
            8.3.1 (a), the Issuer of that class of Principal Financial Products
            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
                  Issuer if it maintained an Australian branch register for
                  those Financial Products; and

            (b)   a CDI Register in Australia that contains all of the
                  information that would otherwise be required to be kept under
                  the Corporations Act as if the 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

13.5.2      RECONCILIATION OF REGISTERS

            The Issuer must ensure, at all times that:

            (a)   the total number of Financial Products on the CDI Register
                  reconciles to the total number of 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 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

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 Dl 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

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13.5.4      ISSUER SPONSORED SUBREGISTERS AND CHESS SUBREGISTERS FOR CDIs

            If a class of Principal Financial Products:

            (a)   has been issued or made available by a Principal Issuer; and

            (b)   is Approved under Rule 8.3.1 (a),

            the Principal Issuer must establish and maintain:

            (c)   an Issuer Sponsored Subregister; and

            (d)   a CHESS Subregister

            of CDIs in respect of the Principal Financial Products as if the
            CDIs were Approved Financial Products of an Australian Issuer,
            issued wholly in uncertificated form.

            Introduced 11/03/04 Origin SCH 3A.5.5

13.5.5      THIRD PARTY PROVIDER AS AGENT

            Rule 5.1 does not apply in relation to Issuers that are Principal
            Issuers under Rule 8.3.1 (a) of these Rules.

            Introduced 11/03/04 Origin SCH 3A.5.6

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, but subject to 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

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

ASTC Settlement Rules              Section 13                      Page 13 of 48

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            (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;

            (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

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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, its Third Party Provider 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

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 of
            the corresponding Principal Financial Products, where Approved
            Principal Financial Products are held by a Depositary Nominee under
            these Rules.

            Introduced 11/03/04 Origin SCH 3A.6.1

13.6.2      DISTRIBUTION OF DIVIDENDS TO HOLDERS OF CDIs

            If a class of Principal Financial Products:

            (a)   is Approved under Rule 8.3.1 (a);

            (b)   has been issued or made available by a Principal Issuer; and

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            (c)   Title to those Principal Financial Products is vested in a
                  Depositary Nominee,

            the Principal Issuer must distribute any dividend declared in
            respect of the 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

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 within 5 Business Days of
            distribution of the relevant payment to the Approved Clearing House.

            Introduced 11/03/04 Origin SCH 3A.6.4B

13.6.7      BONUS ISSUES, RIGHTS ISSUES AND RECONSTRUCTIONS

            If a class of Principal Financial Products:

            (a)   is Approved under Rule 8.3.1(a);

            (b)   has been issued or made available by a Principal Issuer; and

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            (c)   Title to those Principal Financial Products is vested in a
                  Depositary Nominee,

            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:

            (d)   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;

            (e)   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

            (f)   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

13.6.8      DIVIDEND REINVESTMENT AND BONUS SHARE PLANS

            If a class of Principal Financial Products:

            (a)   is Approved under Rule 8.3.1 (a); and

            (b)   has been issued or made available by a Principal Issuer; and

            (c)   Title to those Principal Financial Products is vested in a
                  Depositary Nominee,

            the Principal Issuer must, in relation to any dividend investment
            scheme or bonus share plan in respect of those Principal Financial
            Products:

            (d)   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;

            (e)   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;

            (f)   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

            (g)   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

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13.6.9      EXERCISE OF HOLDER RIGHTS

            If a class of Principal Financial Products:

            (a)   is Approved under Rule 8.3.1(a); and

            (b)   has been issued or made available by a Principal Issuer; and

            (c)   Title to those Principal Financial Products is vested in a
                  Depositary Nominee,

            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:

            (d)   any direction given by a Holder of CDIs; or

            (e)   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

13.6.10     FRACTIONAL ENTITLEMENTS

            If a Corporate Action gives Holders of Approved 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

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, Financial
            Products which are Approved under Rules 13.1 to 13.13 are Transmuted
            in order to give effect to a transfer

ASTC Settlement Rules              Section 13                      Page 18 of 48

<PAGE>

            of those Financial Products, the transmutation of those Financial
            Products must be effected together with any associated Entitlement.

            Introduced  11/03/04 Origin SCH 3A.6.11

13.7        TAKEOVERS

13.7.1      DEPOSITARY NOMINEE TO ACCEPT ONLY IF AUTHORISED BY HOLDERS OF CDIs

            If a takeover offer is received by a Depositary Nominee of Approved
            Principal Financial Products, 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

13.7.2      ACCEPTANCE WITH RESPECT TO HOLDERS OF CDIS ON CHESS SUBREGISTER

            If:

            (a)   Approved 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

13.7.3      ACCEPTANCE WITH RESPECT TO HOLDERS OF CDIs ON ISSUER-SPONSORED
            SUBREGISTER

            If:

            (a)   Approved Principal Financial Products are held by a Depositary
                  Nominee; and

            (b)   corresponding CDIs are held on the Issuer Sponsored
                  Subregister,

            (c)   then the Depositary Nominee must:

                  (i)   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

                  (ii)  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

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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

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

ASTC Settlement Rules              Section 13                      Page 20 of 48

<PAGE>

            (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 send a Notice of the meeting to
            each Holder of CDIs at the address recorded in the CDI Register at
            the same time as Notice of the meeting is sent to Holders of the
            Principal Financial Products.

            Introduced 11/03/04 Origin SCH 3A.8.1

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 Financial Products in favour of
            the resolution described in the proxy, and the second proxy must
            indicate the number of Financial Products against the resolution
            described in the proxy.

            Introduced 11/03/04 Origin SCH 3A.8.3

13.8.5      DETERMINING THE NUMBER OF FINANCIAL PRODUCTS FOR EACH PROXY

            The manner in which the number of Financial Products is determined
            for each proxy is by:

            (a)   taking the number of CDIs in favour of the resolution;

            (b)   taking the number of CDIs against the resolution;

            (c)   applying the transmutation ratio to those CDIs; and

            (d)   entering the resultant number of Financial Products on the
                  appropriate proxy.

            Introduced  11/03/04 Origin SCH 3A.8.4

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:

ASTC Settlement Rules              Section 13                      Page 21 of 48

<PAGE>

            (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 Financial Products
                  on the proxy.

            Introduced 11/03/04 Origin SCH 3A.8.5

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 distributed under Rule
                  13.8.2 a Notice in a form acceptable to ASTC in accordance
                  with the Procedures; and

            (b)   make appropriate arrangements to:

                  (i)   collect and process any directions by Holders of CDIs;

                  (ii)  provide the Depositary Nominee with a report in writing
                        that clearly shows how the Depositary Nominee must
                        exercise its right to vote by proxy at the meeting, in
                        sufficient time to enable the Depositary Nominee to
                        lodge a proxy for the meeting; and

                  (iii) where a Holder of CDIs, or a person nominated by a
                        Holder of CDIs, is to be appointed the Depositary
                        Nominee's proxy in accordance with Rule 13.8.8, collect
                        and process all relevant proxy forms in sufficient

ASTC Settlement Rules              Section 13                      Page 22 of 48

<PAGE>

                        time to enable the Depositary Nominee to lodge a proxy
                        or proxies for the meeting.

            Introduced 11/03/04 Origin SCH 3A.8.6

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

ASTC Settlement Rules              Section 13                      Page 23 of 48

<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(a) is varied by the insertion of the words "or 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 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 Principal
                  Financial Products 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, "An 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

13.9.2      CHESS TO CERTIFICATED TRANSFER

            A CHESS to Certificated Transfer of Principal Financial Products may
            be initiated by a Participant that Transmits a Valid Originating
            Message to ASTC in accordance with the Procedures.

ASTC Settlement Rules              Section 13                      Page 24 of 48

<PAGE>

            Introduced 11/03/04 Origin SCH 3A.9.6.1

13.9.3      ACTIONS OF ASTC

            If an Originating Message Transmitted to ASTC complies with Rules
            13.9.2 to 13.9.6 and there are sufficient available Financial
            Products in the Source Holding, ASTC must:

            (a)   deduct the number of Financial Products specified in the
                  Originating Message from the Source Holding; and

            (b)   Transmit a Message to the Issuer to transfer Financial
                  Products in accordance with the Originating Message.

            Introduced 11/03/04 Origin SCH 3A.9.6.2

13.9.4      ISSUER TO GENERATE TRUSTEE TRANSFER FORMS

            If an Issuer receives a Valid Message under Rule 13.9.3(b), the
            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

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 CDI Holding.

            Introduced 11/03/04 Origin SCH 3A.9.6.4

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      CERTIFICATED TO CHESS TRANSFERS

            A Certificated to CHESS Transfer 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

ASTC Settlement Rules              Section 13                      Page 25 of 48

<PAGE>

13.9.8      ASTC TO REQUEST ISSUER TO AUTHORISE THE TRANSFER

            If an Originating Message Transmitted to ASTC complies with Rule
            13.9.7(b), ASTC will:

            (a)   Transmit to the Issuer a Message requesting the Issuer to
                  authorise the Transfer of Financial Products 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

13.9.9      ISSUER TO PROCESS THE TRANSFER

            If an 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 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 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 Issuer for the Source Holding.

            Introduced 11/03/04 Origin SCH 3A.9.7.3

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:

            (a)   reject the Message; and/or

ASTC Settlement Rules              Section 13                      Page 26 of 48

<PAGE>

            (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

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

13.10       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

ASTC Settlement Rules              Section 13                      Page 27 of 48

<PAGE>

                  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;

            (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

ASTC Settlement Rules              Section 13                      Page 28 of 48

<PAGE>

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:

            (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:

ASTC Settlement Rules              Section 8                       Page 14 of 42

<PAGE>

            (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

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;

ASTC Settlement Rules              Section 8                       Page 15 of 42

<PAGE>

            (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

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

ASTC Settlement Rules             Section 8                       Page 16 of 42

<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:

ASTC Settlement Rules              Section 8                       Page 17 of 42

<PAGE>

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

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

            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

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

ASTC Settlement Rules              Section 8                       Page 18 of 42
<PAGE>

            (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

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(f), 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;

ASTC Settlement Rules                Section 8                     Page 19 of 42

<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 aid 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

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

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;

ASTC Settlement Rules                Section 8                     Page 20 of 42

<PAGE>

            (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

8.12        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:

ASTC Settlement Rules                Section 8                     Page 21 of 42

<PAGE>

            (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:

            (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

ASTC Settlement Rules                Section 8                     Page 22 of 42

<PAGE>

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 Product 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 Product
                  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:

            (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

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 Product following the cessation of
            a CHESS Subregister under Rule 8.14.2.

            Introduced 11/03/04 Origin SCH 5.13.3

ASTC Settlement Rules                Section 8                     Page 23 of 42

<PAGE>

                    SECTION 2 DEFINITIONS AND INTERPRETATION

<TABLE>
<S>                                                                                         <C>
2.1   GENERAL PRINCIPLES OF INTERPRETATION................................................  2

2.2   WORDS AND EXPRESSIONS DEFINED IN THE CORPORATIONS ACT...............................  3

  2.2.1     Words and expressions defined have the same meaning in these Rules............  3

2.3   HEADINGS AND INTRODUCTORY OVERVIEW..................................................  3

2.4   CONDUCT, ACTS AND OMISSIONS.........................................................  3

  2.4.1     References to conduct or doing any act or thing............_..................  3

  2.4.2     Conduct by officers, employees, agents and Third Party Providers..............  3

  2.4.3     State of mind of a person.....................................................  4

2.5   REGARD TO BE HAD TO PURPOSE OR OBJECT OF RULES......................................  4

2.6   EXAMPLES AND NOTES..................................................................  4

2.7   CHANGE OF NAME......................................................................  5

2.8   EFFECT OF AMENDMENT TO RULES AND PROCEDURES.........................................  5

2.9   RULES IN FORCE AT TIME OF CONTRAVENTION.............................................  6

2.10  SPECIFIC DEFINITIONS FOR THE PURPOSE OF THE CORPORATIONS ACT AND OTHER LEGISLATION..  6

  2.10.1    ASTC Regulated Transfers......................................................  6

  2.10.2    CHESS Subregister.............................................................  6

  2.10.3    References to SCH.............................................................  6

2.11  ENTERING AND DEDUCTING FINANCIAL PRODUCTS FROM HOLDINGS.............................  7

2.12  MEANING OF RESERVATION AND RELEASE OF FINANCIAL PRODUCTS FOR SUBPOSITION PURPOSES...  7

  2.12.1    Reservation in a Subposition..................................................  7

  2.12.2    Release from a Subposition....................................................  7

2.13  DEFINITIONS.........................................................................  8
</TABLE>

ASTC Settlement Rules                Section 2                      Page 1 of 42

<PAGE>

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;

            (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.

ASTC Settlement Rules                Section 2                      Page 2 of 42

<PAGE>

            Introduced 11/03/04 Origin SCH 21.1

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 have the same meaning in these Rules.

            Introduced 11/03/04 Origin SCH 21.1.2

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

ASTC Settlement Rules                Section 2                      Page 3 of 42

<PAGE>

            (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

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

ASTC Settlement Rules                Section 2                      Page 4 of 42

<PAGE>

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.

ASTC Settlement Rules                Section 2                      Page 5 of 42

<PAGE>

            Introduced 11/03/04 Origin OCH 19.2.5

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 or
            constitutes Unprofessional Conduct, 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

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

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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.

            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.

ASTC Settlement Rules                Section 2                      Page 7 of 42

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            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.

            "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.

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            "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).

            "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 a 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.

            "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 or ASTC determines and who is
            appointed by the Managing Director of ASTC.

            "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.

ASTC Settlement Rules                Section 2                      Page 9 of 42

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

            "APPROVED PRINCIPAL FINANCIAL PRODUCTS" means Financial Products
            which are approved by ASTC in accordance with Section 13.

            "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 BUSINESS RULES" means the operating rules (excluding the
            Listing Rules) of ASX.

            "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.

            "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.

            "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.

ASTC Settlement Rules                Section 2                     Page 10 of 42

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            "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;

                  (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;

ASTC Settlement Rules                Section 2                     Page 11 of 42

<PAGE>

            (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 CHESS Users is not a
                  Business Day.

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

            "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.

ASTC Settlement Rules                Section 2                     Page 12 of 42

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            "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.

            "CERTIFICATE" means any document issued to a Holder of Participating
            International Financial Products as evidence of that Holder's title
            to those 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.

            "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).

ASTC Settlement Rules                Section 2                     Page 13 of 42

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            "CHESS SUBREGISTER" means

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

            (b)   that part of a Foreign Issuer's CUFS Register, for a class of
                  the Issuer's Approved Financial Products that is administered
                  by ASTC; and

            (c)   in relation to Section 13 means the FDI Register for a class
                  of Participating International Financial Products that is
                  administered by ASTC.

            "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 ASTC Approved.

            "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

ASTC Settlement Rules                Section 2                     Page 14 of 42

<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 Financial Products and
            means a unit of beneficial ownership in a Financial Product of a
            Foreign Issuer, registered in the name of the Depositary Nominee.

            "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.

ASTC Settlement Rules                Section 2                     Page 15 of 42

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            "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.

            "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:

ASTC Settlement Rules                Section 2                     Page 16 of 42

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            (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 Security 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.

            "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.

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            "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.

            "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.

ASTC Settlement Rules                Section 2                     Page 18 of 42

<PAGE>

            "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.

            "END OF DAY" means on any Trading Day, 7:OOpm 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.

ASTC Settlement Rules                Section 2                     Page 19 of 42

<PAGE>

            "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.

            "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.

ASTC Settlement Rules                Section 2                     Page 20 of 42

<PAGE>

            "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 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.

ASTC Settlement Rules                Section 2                     Page 21 of 42

<PAGE>

            "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

                  (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.

ASTC Settlement Rules                Section 2                     Page 22 of 42

<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 ASX Business Rules,
            where the Residency Indicator of both the Source and Target Holdings
            is "F", thus resulting in a Holding of Confirmed FOR Financial
            Products.

            "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.

            "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

ASTC Settlement Rules                Section 2                     Page 23 of 42

<PAGE>

            (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

            (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.

ASTC Settlement Rules                Section 2                     Page 24 of 42

<PAGE>

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

            "HOLDING LOCK" mean, 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.

            "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.

ASTC Settlement Rules                Section 2                     Page 25 of 42

<PAGE>

            "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 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.

            "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.

ASTC Settlement Rules                Section 2                     Page 26 of 42

<PAGE>

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

            "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.

            "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.

ASTC Settlement Rules                Section 2                     Page 27 of 42

<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 the Approved Market Operator's market; or

            (b)   the transaction is, under the ASX Business Rules or Listing
                  Rules, described, or to be described, as 'special' when it is
                  reported to ASX; or

            (c)   in relation to a transaction between a Participant and a
                  non-Participant, a contract note is issued by the Participant
                  in relation to a transaction under paragraph (a) or (b); or

            (d)   in relation to a transaction between two entities that are not
                  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.

            "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.

ASTC Settlement Rules                Section 2                     Page 28 of 42

<PAGE>

            "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
            7.10.1.

            "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.

            "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 PRODUCT" means Financial
            Products:

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

            (b)   approved by ASTC under Rule 13.15 from time to time.

            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.

ASTC Settlement Rules                Section 2                     Page 29 of 42

<PAGE>

            "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.

            "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

ASTC Settlement Rules                Section 2                     Page 30 of 42

<PAGE>

            (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.

            "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 circulated where applicable
            to Participants, Issuers, third party service providers and
            employees in accordance with Rule 1.4 and, without limitation,
            includes any EIS and any guidance note, practice note, Explanatory
            Memoranda or other information issued by ASTC to Facility Users from
            time to time.

            "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.

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<PAGE>

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

            "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:

ASTC Settlement Rules                Section 2                     Page 32 of 42

<PAGE>

            (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.

            "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

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<PAGE>

            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.

            "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.

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<PAGE>

            "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.

            "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.

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<PAGE>

            "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.

            "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.

ASTC Settlement Rules                Section 2                     Page 36 of 42

<PAGE>

            "SINGLE ENTRY DEMAND TRANSFER" 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.

            "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

ASTC Settlement Rules                Section 2                     Page 37 of 42

<PAGE>

            where the Participant will, on settlement, be the payee of the
            Payment Obligation identified in that RTGS Instruction.

            "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.

            "SUPER PARTICIPANT" means:

            (a)   in relation to a group of Participants within paragraph (a) of
                  the definition of Super 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 Super Participant Group, the Settlement
                  Participant.

            "SUPER PARTICIPANT GROUP" means:

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

ASTC Settlement Rules                Section 2                     Page 38 of 42

<PAGE>

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

            "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 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.

            "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:

ASTC Settlement Rules                Section 2                     Page 39 of 42

<PAGE>

            (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.

            "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
            Transfer or Conversion that is generated by a Facility User on
            Transmitting a Message to ASTC.

            "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

ASTC Settlement Rules                Section 2                     Page 40 of 42

<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.

            "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;

ASTC Settlement Rules                Section 2                     Page 41 of 42

<PAGE>

            (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

ASTC Settlement Rules                Section 2                     Page 42 of 42