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Exhibit 1 CONSTITUTION OF COMMONWEALTH BANK OF AUSTRALIA A.C.N. 123 123 124 I certify that this is a true and correct
copy of the Constitution of
Commonwealth Bank of Australia      Incorporating amendments up to and including all amendments
passed at the Annual General Meeting on 5 November 2004




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CONTENTS CLAUSE
    
    
    
    NAME
    
    PAGE1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Interpretation
    
    
    31.3
    
    Replaceable rules
    
    
    31.4
    
    Exercising powers
    
    
    41.5
    
    Currency
    
    
    52.
    
    SHARE CAPITAL AND VARIATION OF RIGHTS
    
    
    52.1
    
    Companys power to convert shares into larger or smaller number
    
    
    52.2
    
    Reduction of capital
    
    
    52.3
    
    Alteration of share capital
    
    
    52.4
    
    Variation of rights
    
    
    53.
    
    ISSUES OF SHARES
    
    
    63.1
    
    Directors to issue shares
    
    
    63.2
    
    Preference shares
    
    
    63.2.1
    
    
    
    
    63.2.2
    
    Terms of issue
    
    
    73.2.3
    
    Dividend rights
    
    
    83.2.4
    
    Entitlements and priority as to payment of dividends
    
    
    83.2.5
    
    Right to additional preference shares
    
    
    93.2.6
    
    Repayment of capital and priority as to payment
    
    
    93.2.7
    
    Voting rights
    
    
    103.2.8
    
    Payments denominated in foreign currency
    
    
    113.2.9
    
    Conversion
    
    
    113.2.10
    
    Variation of rights
    
    
    113.2.11
    
    Additional rights of preference shares
    
    
    113.2.12
    
    Listing rules
    
    
    113.3
    
    Recognition of equitable and other claims
    
    
    123.4
    
    Joint holders of shares
    
    
    124.
    
    CALLS ON SHARES
    
    
    124.1
    
    Calls
    
    
    124.2
    
    Interest on calls
    
    
    134.3
    
    Sums due on allotment are calls
    
    
    134.4
    
    Power to differentiate
    
    
    134.5
    
    Payment of calls in advance
    
    
    134.6
    
    Proof of liability
    
    
    135.
    
    FORFEITURE, LIEN AND DIVESTMENT
    
    
    145.1
    
    Forfeiture of shares
    
    
    145.2
    
    Surrender of shares
    
    
    155.3
    
    Lien on shares
    
    
    155.4
    
    Divestment of Shares
    
    
    155.4.1
    
    Procedure when a holding is less than a marketable parcel
    
    
    155.4.2
    
    Divestment of newly created
holdings of shares of less than a marketable parcel
    
    165.4.3
    
    Sale procedure
    
    
    175.4.4
    
    General provisions
    
    
    176.
    
    INDEMNITY FOR TAXATION
    
    
    18




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CLAUSE
    
    
    
    NAME
    
    PAGE7.
    
    TRANSFER OF SHARES
    
    
    197.1
    
    Instrument of transfer
    
    
    197.2
    
    Registration procedure
    
    
    197.3
    
    Directors may decline to register
    
    
    197.4
    
    Suspension and closure of the register
    
    
    207.5
    
    Company to retain instrument of transfer
    
    
    207.6
    
    Automated security transfer systems
    
    
    208.
    
    TRANSMISSION OF SHARES
    
    
    208.1
    
    Transmission of shares on death of holder
    
    
    208.2
    
    Right of registration on death or bankruptcy
    
    
    218.3
    
    Effect of transmission
    
    
    219.
    
    GENERAL MEETINGS
    
    
    219.1
    
    Calling general meetings
    
    
    219.2
    
    Postponement or cancellation of general meeting
    
    
    219.3
    
    Persons entitled to notice of general meeting
    
    
    229.4
    
    Notice of general meeting
    
    
    2210.
    
    PROCEEDINGS AT GENERAL MEETINGS
    
    
    2310.1
    
    Admission to general meetings
    
    
    2310.2
    
    Representation of member
    
    
    2410.3
    
    Quorum
    
    
    2410.4
    
    Failure to achieve quorum
    
    
    2410.5
    
    Appointment and powers of chairman of general meeting
    
    
    2510.6
    
    Adjournment of general meeting
    
    
    2610.7
    
    Voting at general meeting
    
    
    2610.8
    
    Poll
    
    
    2710.9
    
    Equality of votes
    
    
    2710.10
    
    Entitlement to vote
    
    
    2710.11
    
    Joint shareholders vote
    
    
    2810.12
    
    Votes of certain members
    
    
    2810.13
    
    No entitlement
    
    
    2910.14
    
    Objection to voting qualification
    
    
    2910.15
    
    Appointment of proxy
    
    
    2910.16
    
    Deposit of proxy and other instruments
    
    
    2910.17
    
    Electronic transmission of proxy instruments
    
    
    3010.18
    
    Validity of vote in certain circumstances
    
    
    3010.19
    
    Director entitled to attend and speak
    
    
    3111.
    
    THE DIRECTORS
    
    
    3111.1
    
    Number and appointment of directors
    
    
    3111.2
    
    Election of directors
    
    
    3211.3
    
    Qualification of directors
    
    
    3211.4
    
    Casual vacancy
    
    
    3311.5
    
    Appointment of managing director and executive directors
    
    
    3311.6
    
    Remuneration of directors
    
    
    3311.7
    
    Remuneration of managing director and executive directors
    
    
    3411.8
    
    Directors interest
    
    
    3411.9
    
    Vacation of office of director
    
    
    36
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CLAUSE
    
    
    
    NAME
    
    PAGE12.
    
    POWERS AND DUTIES OF DIRECTORS
    
    
    3612.1
    
    Directors to manage company
    
    
    3612.2
    
    Powers of managing director and executive directors
    
    
    3712.3
    
    Appointment of attorney
    
    
    3713.
    
    PROCEEDINGS OF DIRECTORS
    
    
    3713.1
    
    Directors meetings
    
    
    3713.2
    
    Quorum for directors meeting
    
    
    3813.3
    
    Chairman and deputy chairman of directors
    
    
    3813.4
    
    Questions decided by majority
    
    
    3813.5
    
     committees
    
    
    3813.6
    
    Delegation to a director
    
    
    3913.7
    
    Written resolution by directors
    
    
    3913.8
    
    Validity of acts of directors
    
    
    4014.
    
    SECRETARY
    
    
    4014.1
    
    Appointment and removal of secretary
    
    
    4014.2
    
    Powers and duties of secretary
    
    
    4015.
    
    COMMON SEAL AND CERTIFICATE SEAL
    
    
    4015.1
    
    Custody of seals
    
    
    4015.2
    
    Use of common seal
    
    
    4115.3
    
    Use of certificate seal
    
    
    4115.4
    
    Seal register
    
    
    4116.
    
    DIVIDENDS AND RESERVES
    
    
    4116.1
    
    Dividends
    
    
    4116.2
    
    Amend resolution to pay dividend
    
    
    4216.3
    
    Reserves and profits carried forward
    
    
    4216.4
    
    Calculation and apportionment of dividends
    
    
    4216.5
    
    Payment of dividends
    
    
    4216.6
    
    Distribution of specific assets
    
    
    4316.7
    
    Share investment plan
    
    
    4316.8
    
    Dividend selection plans
    
    
    4316.9
    
    Capitalisation of reserves and profits
    
    
    4416.10
    
    Ancillary powers
    
    
    4417.
    
    NOTICES
    
    
    4517.1
    
    Giving of notices
    
    
    4517.2
    
    Other communications and documents
    
    
    4617.3
    
    Written notices
    
    
    4617.4
    
    Deemed service
    
    
    4618.
    
    INSPECTION OF RECORDS
    
    
    4618.1
    
    Inspection by members
    
    
    4618.2
    
    Members not entitled to discovery
    
    
    4719.
    
    INDEMNITY
    
    
    4719.1
    
    Persons to whom articles 19.2 and 19.4 apply
    
    
    4719.2
    
    Indemnity
    
    
    4719.3
    
    Extent of indemnity
    
    
    47
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CLAUSE
    
    
    
    NAME
    
    PAGE19.4
    
    Insurance
    
    
    4719.5
    
    Savings
    
    
    4819.6
    
    Deed
    
    
    4820.
    
    WINDING UP
    
    
    4821.
    
    RESTRICTED SECURITIES
    
    
    48
 4




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Corporations Act Company Limited by Shares CONSTITUTION OF COMMONWEALTH BANK OF AUSTRALIA 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this constitution, unless the contrary intention appears: article means a provision of this constitution as amended or added to from
time to time; ASTC settlement rules means the operating rules of ASX Settlement and
Transfer Corporation Pty Ltd and, to the extent that they are applicable, the
operating rules of the Australian Stock Exchange Limited and the operating
rules of the Australian Clearing House Pty Limited; auditor means the auditor or auditors for the time being of the company; the board or the directors means the whole or any number of the directors
for the time being or any number of them assembled at a duly convened meeting
of directors (not being less than a quorum); business day means a day on which the Exchange is open; capital or share capital means the share capital for the time being of the
company; company means Commonwealth Bank of Australia; constitution means this constitution as amended or added to from time to time
and a reference to the memorandum and articles of association of the company as
in existence prior to the commencement of the Company Law Review Act 1997 shall
be taken to be a reference to this constitution; the Corporations Act means the Corporations Act 2001 (Cth); director means a director for the time being of the company; Exchange means Australian Stock Exchange Limited or such other body corporate
that is declared by the directors to be the Companys primary stock exchange
for the purposes of this definition; executive director means a director who is appointed to that office pursuant
to article 11.5(a); listing rules means the official listing rules of the Exchange as amended and
in force from time to time; managing director means a person appointed as managing director pursuant to
article 11.5(a) and includes an acting managing director;




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marketable parcel means, in respect of any shares, that number of shares
which would be a marketable parcel as defined in the listing rules; member means a person entered in the register as a shareholder of the
company; month means calendar month; official list means the official list of the Exchange; official representative means a representative appointed by a body corporate
under article 10.2(b) or otherwise appointed under the Corporations Act; paid up includes credited as paid up; proper ASTC transfer has the meaning given to that term in the Corporations
Regulations 2001; record time means:  (a)
    
    in the case of a meeting for which the caller of the meeting has decided,
under the Corporations Act, that shares are to be taken to be held by the
persons who held them at a specified time before the meeting, that time;
and(b)
    
    in any other case, 10pm eastern standard time on the last preceding
trading day (as that term is defined in the listing rules) or 48 hours
before the meeting (whichever is later); register means the register of members to be kept pursuant to the
Corporations Act and where appropriate includes:  (a)
    
    a sub-register conducted by or for the company under the Corporations
Act; and(b)
    
    a branch register; registered address means the address of a member in the register or such
other address as the member may from time to time in writing notify to the
company as the members address for the service of notices; registered office means the registered office for the time being of the
company; related body corporate means any body corporate which by virtue of section 50
of the Corporations Act would be deemed to be related to the company; restricted securities has the meaning given to that expression in the listing
rules; seal means the common seal or the certificate seal of the company; secretary means a person or persons appointed by the directors pursuant to
article 14.1 to perform the duties of secretary of the company and includes an
acting secretary; share means a share in the capital of the company; voting member means, in reference to a meeting of the company, any person who
is or was the registered holder of a voting share at the record time, except as
provided in article 10.13; voting share means any issued share in the capital of the company that
confers a right to vote, not being a right to vote that is exercisable only in
limited circumstances as described in the definition of voting share in
section 9 of the Corporations Act. 2




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1.2
    
    Interpretation In this constitution, unless a contrary intention appears:  (a)
    
    (i) headings are inserted for convenience only and do not affect the
construction of this constitution;  (ii)
    
    words importing any gender include the other genders, words
importing persons include bodies corporate, bodies politic,
partnerships, joint ventures, associations, boards, groups or other
bodies (whether or not the body is incorporated), words importing the
singular include the plural and vice versa, and where a word or phrase
is given a particular meaning, other parts of speech and grammatical
forms of that word or phrase have corresponding meanings;(iii)
    
    a reference to a person includes that persons successors and
legal representatives;(iv)
    
    a reference to a statute or regulation (or to a provision of a
statute or regulation) means the statute, regulation or provision as
modified or amended and in operation for the time being, or any
statute, regulation or provision enacted in lieu thereof and includes
any by law, order, regulation, rule or other statutory instrument for
the time being in force under the statute, regulation or provision;(v)
    
    a reference to the listing rules or the ASTC settlement rules
includes any variation, consolidation or replacement of those rules
and is to be taken to be subject to any applicable waiver or
exemption;(vi)
    
    a word or expression in this constitution that deals with a
matter dealt with by a provision of the Corporations Act has the same
meaning as in that provision.(vii)
    
    subject to article 1.2(a)(vi), an expression in an article that
is used in the Corporations Act, has the same meaning in this
constitution as in the Corporations Act.  (b)
    
    a reference in this constitution to a partly paid share is a reference to
a share on which there is an amount unpaid;(c)
    
    a reference in this constitution to an amount unpaid on a share includes
a reference to any amount of the issue price which is unpaid;(d)
    
    a reference in this constitution to a call or an amount called on a share
includes a reference to a sum that, by the terms of issue of a share,
becomes payable on issue or at a fixed date;(e)
    
    a reference in this constitution to a member for the purposes of a
meeting of members for which the caller of the meeting has determined a
record time is a reference to a registered holder of shares as at the
relevant record time;(f)
    
    a reference in this constitution to a member present at a general meeting
is a reference to a member present in person or by proxy, attorney or
official representative; and(g)
    
    a reference in this constitution to a person holding or occupying a
particular office or position is a reference to any person who occupies or
performs the duties of that office or position. 1.3 Replaceable rules The provisions of the Corporations Act relating to a companys internal
management which are described as replaceable rules do not apply to the company
except insofar as they are repeated in this constitution. 3




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1.4 Exercising powers  (a)
    
    The company may, in any way the Corporations Act permits:  (i)
    
    exercise any power;(ii)
    
    take any action; or(iii)
    
    engage in any conduct or procedure,which, under the Corporations Act a company limited by shares may
exercise, take or engage in.  (b)
    
    Where this constitution provides that a person may do a particular act
or thing, the act or thing may be done at the persons discretion.(c)
    
    Where this constitution confers a power to do a particular act or thing,
the power is, unless the contrary intention appears, to be taken as
including a power exercisable in the same way and subject to the same
conditions (if any) to repeal, rescind, revoke, amend or vary that act or
thing.(d)
    
    Where this constitution confers a power to do a particular act or thing,
unless the contrary intention appears, the power may be exercised from
time to time.(e)
    
    Where this constitution confers a power to do a particular act or thing
concerning particular matters, the power is, unless the contrary intention
appears, to be taken to include a power to do that act or thing as to only
some of those matters or as to a particular class of those matters, and to
make different provision concerning different matters or different classes
of matters.(f)
    
    Where this constitution confers a power to make appointments to an office
or position (except the power to appoint a director under article
11.4(a)), the power is, unless the contrary intention appears, to be taken
to include a power:  (i)
    
    to appoint a person to act in the office or position until a
person is appointed to the office or position;(ii)
    
    to remove or suspend any person appointed (without prejudice to
any rights or obligations under any contract between the person and
the company); and(iii)
    
    to appoint another person temporarily in the place of any person
removed or suspended or in the place of any sick or absent holder of
the office or position.  (g)
    
    Where this constitution gives power to a person to delegate a function or
power:  (i)
    
    the delegation may be concurrent with, or (except in the case of
a delegation by the directors) to the exclusion of, the performance or
exercise of that function or power by the person;(ii)
    
    the delegation may be either general or limited in any way
provided in the terms of delegation;(iii)
    
    the delegation need not be to a specified person but may be to
any person holding, occupying or performing the duties of a specified
office or position;(iv)
    
    the delegation may include the power to delegate; and(v)
    
    where performing or exercising that function or power depends on
that persons opinion, belief or state of mind about a matter, that
function or power may be 4




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performed or exercised by the delegate on the delegates opinion,
belief or state of mind about that matter.  1.5
    
    Currency  (a)
    
    The directors may determine that any amount payable to the holder of a
share, whether in relation to dividends, repayment of capital,
participation in surplus property of the company or otherwise, will be
paid in the currency of a country other than Australia where appropriate.(b)
    
    The directors may determine or provide for the determination of the
applicable exchange rate, fix a time before the payment date as the time
at which the applicable exchange rate will be determined for that purpose
and determine the method of payment.(c)
    
    The directors may settle any difficulty arising in regard to any payment
made in a currency other than Australian currency as they consider
expedient.  2.
    
    SHARE CAPITAL AND VARIATION OF RIGHTS  2.1
    
    Companys power to convert shares into larger or smaller number Subject to the Corporations Act and, if applicable, to article 2.4, the company
may convert all or any of its shares into a larger or smaller number of shares
or reclassify shares from one class to another by resolution passed at a
general meeting.  2.2
    
    Reduction of capital  (a)
    
    The company may reduce its share capital in any manner permitted by the
Corporations Act.(b)
    
    Where the company reduces its share capital in accordance with the
Corporations Act, it may do so by way of payment of cash, distribution of
specific assets (including shares or other securities of another
corporation), or in any other manner permitted by law.(c)
    
    Where the company reduces its share capital by way of distribution of
specific assets, article 16.10 applies.  2.3
    
    Alteration of share capital Subject to the Corporations Act, the directors may do anything required to give
effect to any resolution altering the companys share capital, including, where
a member becomes entitled to a fraction of a share on a consolidation:  (a)
    
    making cash payments in lieu of the fractional entitlement;(b)
    
    determining that fractions may be disregarded in order to adjust the
rights of all parties;(c)
    
    appointing a trustee to deal with any fractions on behalf of members; and(d)
    
    rounding up each fractional entitlement to the nearest whole share.  2.4
    
    Variation of rights  (a)
    
    If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the
company is being wound up, be varied with the consent in writing of the
holders of three-quarters of the issued shares of that class, or with the
sanction of a special resolution passed at a separate meeting of the
holders of the shares of the class. 5




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(b)
    
    The provisions of this constitution relating to general meetings
(including article 10.2) apply so far as they are capable of application
and mutatis mutandis to every such separate meeting except that a poll may
be demanded:  (i)
    
    by the chairman of the meeting;(ii)
    
    by not less than 10 holders of shares of the class present in
person or by official representative, proxy or attorney;(iii)
    
    by a holder or holders of shares of the class present in person
or by official representative, proxy or attorney and representing not
less than 10 percent (10%) of the total voting rights of all the
holders of shares of the class; or(iv)
    
    by a holder or holders of shares of the class present in person
or by official representative, proxy or attorney, being shares on
which an aggregate sum has been paid up equal to not less than 10
percent (10%) of the total sum paid up on all the shares of the class.  (c)
    
    The rights conferred upon the holders of the shares of any class shall,
unless otherwise expressly provided by the terms of issue of the shares of
that class, be deemed not to be varied by the creation or issue of further
shares ranking equally with the first-mentioned shares.  3.
    
    ISSUES OF SHARES  3.1
    
    Directors to issue shares  (a)
    
    Without prejudice to any special rights previously conferred on the
holders of any existing shares or class of shares but subject to the
Corporations Act, shares in the company shall be under the control of the
directors who may allot, issue or grant rights or options in respect of,
or otherwise dispose of, shares to such persons, for such price, upon such
conditions, at such times and with such preferred, deferred or other
special rights or restrictions, whether with regard to dividends, voting,
return of capital or otherwise as the directors determine.(b)
    
    The directors may issue shares paid up in full on allotment or partly
paid in such amounts as the directors think fit.  (c)
    
    The directors shall have the right to settle the manner in which
fractions of a share, however arising, are to be dealt with.  3.2
    
    Preference shares 3.2.1  Subject to the Corporations Act, the directors may issue preference shares:  (a)
    
    which are, or at the option of the company are to be, liable to be
redeemed by the company on such terms and conditions and in such manner as
the directors determine before the issue thereof; and(b)
    
    whether the shares are redeemable or non-redeemable, with any of the
rights set out in this article 3.2 and with such other rights, not
inconsistent with this article, as are conferred by the terms of issue of
the preference shares. 6




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3.2.2
    
    Terms of issue Prior to the allotment of any preference shares the directors shall determine
with respect to such shares the following matters or the manner in which such
matters shall be determined:  (a)
    
    where the preference shares are redeemable,  (i)
    
    the amount payable on redemption;(ii)
    
    the redemption date;(iii)
    
    the time, place and manner of redemption; and(iv)
    
    the conditions for exercise of the rights of redemption by the holder or by the company;  (b)
    
    in any case,  (i)
    
    the rate or amount of dividends (including any additional
dividends) at any time or from time to time, the basis (if any) upon
which the amount of a dividend will be increased to take account of
tax or other fiscal impost and the basis (if any) upon which the
amount of any dividend otherwise payable in respect of the shares
reduces by reference to other amounts paid to the holder of the
shares;(ii)
    
    the times or circumstances for payment of dividends on the shares;(iii)
    
    the periods in respect of which the dividends are payable;(iv)
    
    the funds out of which the dividends are to be payable;(v)
    
    the premium (if any) payable;(vi)
    
    the currency in which dividends or capital or both are to be
paid;(vii)
    
    whether or not the issue of further shares ranking equally with
the preference shares in any or in any stated respect is permitted;(viii)
    
    (viii)whether the preference shares are convertible into shares of
another class and, if so, in what circumstances;(ix)
    
    if required under article 3.2.7(b)(ii), the market value, or the
mechanism for determining the market value, of an ordinary share at
the date of allotment of the preference share;(x)
    
    if the preference share has the rights set out in article
3.2.3(d), any right of the holder of the preference share on
redemption or in a winding up to payment of an amount equal to a
dividend of the type described in article 3.2.4(d);(xi)
    
    if the preference share has the rights set out in article
3.2.6(b)(iii), the sum or the mechanism for determining the sum to
which the holder of the preference share has the right to payment in a
winding up;(xii)
    
    if applicable, any reference rate for the purposes of article 3.2.8; and(xiii)
    
    such other matters as the directors may determine. 7




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3.2.3
    
    Dividend rights The directors may issue preference shares with such rights to dividends as set
out below:  (a)
    
    a right to cumulative dividends with or without any further right to
participate in profits available for dividends;(b)
    
    a right to non-cumulative dividends with or without any further right to
participate in profits available for dividends;(c)
    
    a right to non-cumulative dividends and a right to additional preference shares in accordance with article 3.2.5 but with no further right to
participate in profits available for dividends;(d)
    
    a right to non-cumulative dividends and, to the extent (if any) specified
in the terms of issue, to additional dividends in connection with the
conversion of a preference share into an ordinary share and to additional
dividends in circumstances where a dividend contemplated by the terms of
issue has not been paid in full on the preference shares and:  (i)
    
    a dividend has been, or is sought to be, declared or paid on shares ranking pari passu with or junior to the preference shares or a
sum is, or is sought to be, set aside for the payment thereof; or(ii)
    
    shares in the company have been, or are sought to be,
repurchased, redeemed or beneficially acquired by the company, or a
sum is, or is sought to be, set aside or a sinking fund is, or is
sought to be, established for such a purpose,but with no further right to participate in profits available for
dividends; or  (e)
    
    no right to dividends. The terms of issue of preference shares may provide that to the extent that an
amount is paid to a holder of preference shares other than by way of dividend
paid by the company, the amount of any dividend otherwise payable to the holder
in respect of the preference shares reduces in a manner specified in the terms
of issue.  3.2.4
    
    Entitlements and priority as to payment of dividends The holders of preference shares will rank for payment of dividends to which
they are entitled in accordance with the provisions set out below:  (a)
    
    Holders of preference shares shall rank equally for payment of dividends
and in priority to all holders of other classes of shares.(b)
    
    Where the holder of a preference share has a right to cumulative
dividends, the holder shall have the right on redemption or in a winding
up to payment of an amount equal to all arrears of or accrued dividends
down to the date of redemption or of commencement of the winding up (as
the case may be), whether earned or declared or not, with the same
priority in relation to other shares or other classes of preference shares
determined pursuant to article 3.2.4(a).(c)
    
    Where the holder of a preference share has a right to non-cumulative
dividends under article 3.2.3(b)or 3.2.3(c) the holder shall have the
right on redemption or in a winding up to payment of an amount equal to
the dividend entitlement for any dividend date which has then most
recently occurred (and which has not been paid by the company) prior to
the date of redemption or of commencement of the winding (as the case may
be), only if a dividend has been declared by the directors, and with the
same priority in relation to other shares or other classes of preference shares as determined pursuant to article 3.2.4(a). 8




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(d)
    
    The holder of a preference share which has the right to a non-cumulative
dividend set out in article 3.2.3(d) shall have, to the extent (if any)
determined by the directors prior to allotment of the preference share,
the right on redemption or in a winding up to payment of an amount equal
to any dividend (whether earned or declared or not) which, pursuant to the
terms of issue of the preference share, the company was required to pay to
the holder or, if there had been sufficient distributable profits, would
have been required to pay to the holder, prior to redemption or the
commencement of the winding up (as the case may be), with the same
priority in relation to other shares or other classes of preference shares
as determined pursuant to article 3.2.4(a). Except to the extent provided
pursuant to this article 3.2.4(d), the holder of such preference share
shall not have a right on redemption or in a winding up to payment of an
amount equal to or in respect of arrears of, or accrued but unpaid,
dividends.  3.2.5
    
    Right to additional preference shares  (a)
    
    If:  (i)
    
    a preference share is issued with the rights set out in article
3.2.3(c); and(ii)
    
    all or any part of a dividend otherwise payable to the holders of
those preference shares on a particular dividend date has become not
payable because, under the terms of issue applicable to those shares a
dividend is not payable or is payable only in part, either:  (b)
    
    where in the opinion of the directors the distributable profits of the
company are insufficient to permit the payment in full of the dividend on
those preference shares on that dividend date and also the payment in full
of dividends stated to be payable on that dividend date on other
preference shares ranking pari passu therewith; or(c)
    
    where in the opinion of the directors the payment of the whole or part of
the dividend otherwise payable on that dividend date would constitute or
cause a breach of the capital adequacy requirements for banks then
applicable to the company or any of its subsidiaries; and  (i)
    
    at the relevant dividend date the amount (if any) standing to the
credit of the companys profit or loss account and the amount of the
reserves of the company available for the purpose are in aggregate
sufficient to be applied and capable of being applied in paying up in
full at such price determined by the directors in the terms of issue
additional preference shares of that class on the basis provided
below;(ii)
    
    then on the relevant dividend date the directors shall, subject
to any applicable law and to the listing rules, allot and issue
credited as fully paid to each holder of those preference shares such
additional nominal amount of preference shares of that class (rounded
to the nearest whole number of preference shares) as equals the cash
amount of the dividend which would have been payable to the holder but
for the operation of the terms described in paragraph 3.2.5(a)(ii)
above multiplied by a factor determined by the directors in the terms
of issue of the preference shares.  3.2.6
    
    Repayment of capital and priority as to payment  (a)
    
    Subject to this constitution, where any preference shares are or may be
redeemable by the company, such preference shares shall be redeemed by the
company in accordance with the terms of issue determined by the directors
pursuant to article 3.2.2.(b)
    
    The company may issue preference shares with any of the rights with
respect to payment of capital in a winding up set out below:  (i)
    
    a right to payment in cash of the capital paid thereon; 9




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(ii)
    
    a right to payment in the applicable currency for those
preference shares (as specified in the terms of issue pursuant to
article 3.2.2(b)(vi)) of an amount equal to the amount in that
applicable currency received by the company as the subscription moneys
for those preference shares;(iii)
    
    a right in respect of a preference share to payment in cash of a
sum fixed by the directors prior to allotment or capable of
determination pursuant to a mechanism adopted by the directors prior
to allotment but no further or other right to participate in the
assets of the company or a return of capital. (Without limitation, the
mechanism adopted by the directors may provide for payment in
Australian currency of an amount equal to a sum denominated in a
currency other than Australian currency calculated by applying a
reference rate (as specified by the directors in the terms of issue)
on the date of payment of the purchase of the relevant foreign
currency with Australian currency plus an amount estimated by the
liquidator in his discretion to be equal to the charges and expenses
likely to be incurred in purchasing the relevant foreign currency with
Australian currency).  (c)
    
    Holders of preference shares shall rank equally for the payment of the
amount payable on redemption of the preference shares and in a winding up
of the company.(d)
    
    Holders of preference shares shall have the right in a winding up of the
company to payment, in priority to all holders of other classes of shares,
of the amount payable on redemption of the preference shares and of
dividends and any other amount to which the holder is entitled in
accordance with the provisions of this constitution but shall not
participate in any further or other distribution of profits or assets of
the company.  3.2.7
    
    Voting rights  (a)
    
    The holder of a preference share shall have the right to vote in the
following circumstances:  (i)
    
    during a period during which a dividend (or part of a dividend)
in respect of the preference share is in arrears;(ii)
    
    on a proposal to reduce the companys share capital;(iii)
    
    on a proposal that affects rights attached to the preference share;(iv)
    
    on a resolution to approve the terms of a buy-back agreement;(v)
    
    on a proposal to wind up the company;(vi)
    
    on a proposal for the disposal of the whole of the companys
property, business and undertaking; and(vii)
    
    during the winding up of the company.  (b)
    
    Notwithstanding any other provision of this constitution, the holder of a
preference share:  (i)
    
    on a show of hands shall be entitled to exercise one vote when
entitled to vote under any of the circumstances set out in paragraph
3.2.7(a)of this article; and(ii)
    
    on a poll shall be entitled to one vote for each fully paid
preference share or if the directors so determine in the terms of
issue, the number of votes per preference share which equals the sum
subscribed for the preference share divided by the market value of an
ordinary share (as determined by the directors or pursuant to a
mechanism adopted by the directors) on the date of allotment of the
preference (rounded to the nearest number of votes). If a preference
share is not fully paid, the 10




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holder shall be entitled to a fraction of a vote for each party paid
preference share equivalent to the proportion which the amount paid
is of the total amount paid and payable.  3.2.8
    
    Payments denominated in foreign currency Where any sum is payable by the company to the holder of a preference share in
a currency other than Australian dollars, and such sum is not paid when due or
the company has commenced winding up, the holder may elect by notice in writing
to the company to require instead payment of an amount in Australian dollars
equal to that foreign currency amount calculated by applying the relevant
reference rate (being such rate applicable in such market and at such time as
determined by the directors prior to allotment of those preference shares) on
the date of payment for the sale of the relevant currency for Australian
dollars.  3.2.9
    
    Conversion A preference share which, in accordance with its terms of issue may be
converted into an ordinary share shall, at the time of conversion and without
any further act, have (subject to the terms of issue of the preference share in
relation to entitlement to ordinary dividends paid after conversion) the same
rights as a fully paid ordinary share and rank pari passu with other fully paid
ordinary shares then on issue.  3.2.10
    
    Variation of rights  (a)
    
    Where the company proposes to issue preference shares or to convert
issued shares into preference shares:  (i)
    
    If those preference shares are to rank in priority to preference shares already issued, unless that is expressly permitted by the
conditions of issue of the preference shares already issued, the issue
or conversion shall be deemed to be a variation of the rights attached
to the preference shares already issued and article 2.4(a) and
2.4(b)shall apply; and(ii)
    
    if those preference shares are to rank equally with preference shares already issued, article 2.4(c) shall apply.  (b)
    
    If the most recent dividend entitlement as set out in the terms of issue
of any preference shares has been paid or provided for in full, the
consent of any holders of preference shares, or any class of preference shares shall not be required for the reduction, redemption or buy back of share capital of the company ranking as regards dividends and as to rights
on winding up equally with or after the preference shares or class of
preference shares, except where such consent is required by the
Corporations Act or by this constitution.  3.2.11
    
    Additional rights of preference shares Holders of preference shares shall be entitled to the same rights as a holder
of ordinary shares of the company in relation to receiving notices, reports and
financial statements, and attending and being heard at all general meetings of
the company.  3.2.12
    
    Listing rules Notwithstanding this article 3.2, the company may not issue preference shares
which confer upon the holders rights which are inconsistent with those
specified in the listing rules, except to the extent of any express written
waiver of the listing rules by the Exchange. 11




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##### 



3.3
    
    Recognition of equitable and other claims  (a)
    
    Except as otherwise required by law or provided by this constitution, the company is entitled to treat the registered holder of a share as the absolute owner of that share and is not:  (i)
    
    compelled in any way to recognise a person as holding a share upon any trust, even if the company has notice of that trust; or(ii)
    
    compelled in any way to recognise, or be bound by, any equitable,
contingent, future or partial claim to or interest in a share on the part of any other person except an absolute right to ownership in the
registered holder, even if the company has notice of that claim or
interest.  (b)
    
    Shares held by a trustee, may, with the consent of the directors, be marked in the register in such a way as to identify them as being held
subject to the relevant trust, but nothing in this article 3.3(b) limits
the operation of article 3.3(a).  3.4
    
    Joint holders of shares  (a)
    
    Where several persons are jointly entitled to any share:  (i)
    
    in the absence of any express direction from them to the
contrary, the company shall enter their names as members in the
register in the order in which their names appear on the application
for shares or the instrument or other evidence of transfer or the
notice of death or bankruptcy given to the company to establish their
entitlement to the share;(ii)
    
    it shall be a sufficient discharge of any of the companys
obligations to them if the company discharges that obligation in
relation to the firstnamed holder of the share in the register;(iii)
    
    if the company is required by the Corporations Act or the
listing rules to issue a share certificate for that share, the company
is not required to issue more than one certificate;(iv)
    
    they shall be jointly and severally liable to pay all calls,
interest and other amounts in respect of the share, and(v)
    
    except where persons are jointly entitled to a share because of
the death or bankruptcy of a member in accordance with article 8, or
where required by the listing rules or the ASTC settlement rules, the
company may, but is not required to, register more than 3 persons as
joint holders of the share,provided that nothing in this article 3.4(a) shall prevent the company
from differentiating between the joint holders of any share in any respect
as provided for in this constitution.  4.
    
    CALLS ON SHARES  4.1
    
    Calls Subject to the terms of issue upon which any shares may be issued, the
directors may from time to time make calls as they shall think fit upon the
members in respect of all or any of the moneys unpaid on their shares, which is
not by the terms of issue of those shares made payable at fixed times. At
least 21 days notice, specifying the time and place for payment and the person
(if any be appointed) to whom such call shall be paid, shall be given of each
call and each member shall 12




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##### 



pay the amount of every call so made to the company or person (if any)
appointed for the purpose and at the times and places appointed by the
directors. The directors may require a call to be paid by instalments or may
revoke a call.  4.2
    
    Interest on calls If a sum called in respect of a share is not paid on or before the day
appointed for payment of the sum, the registered holder of the share in respect
of which the call has been made must pay any expenses incurred by the company
in relation to the non-payment or late payment and must pay interest on the sum
at the rate of 15 percent (15%) per annum (or such other rate as the directors
may determine) which interest accrues daily from the day appointed for the
payment thereof to the time of actual payment and may be capitalised monthly or
at such other intervals as the directors think fit. The directors may however
waive payment of interest due under this article wholly or in part.  4.3
    
    Sums due on allotment are calls If by the terms or conditions of allotment or issue of a share any amount is
payable in respect of the share on allotment or at a specified time, every such
amount shall be payable by the member in respect of such shares as if it were a
call duly made by the directors, and of which due notice had been given, and
all provisions of this constitution as to payment of calls and of interest and
expenses, forfeiture of shares for non-payment of calls and otherwise shall
apply to such amounts not paid and the shares in respect of which they are
payable.  4.4
    
    Power to differentiate The directors may, on the allotment or issue of shares, and subject to their
terms of allotment or issue, differentiate between the holders as to the amount
of calls to be paid and the times of payment.  4.5
    
    Payment of calls in advance The directors may accept from a member the whole or a part of the amount unpaid
on a share although no part of that amount has been called. The directors may
authorise payment by the company of interest upon the whole or any part of an
amount accepted under this article 4.5 until the amount becomes payable, at
such rate as may be agreed upon between the member paying the sum in advance
and the directors. The directors may repay to any member all or any of the
amount accepted under this article 4.5 and as from the date of such repayment
interest (if any) shall cease to be payable in respect of the amount so paid.  4.6
    
    Proof of liability On the trial or hearing of any action for recovery of any sum due in respect of
any call it shall be sufficient to prove that:  (a)
    
    the name of the person sued is entered in the register as the holder or
one of the holders of the shares in respect of which such debt accrued;(b)
    
    the resolution making the call is duly recorded in the minute book; and(c)
    
    notice of such call was duly given to the member sued in pursuance of
this constitution, and it shall not be necessary to prove the appointment or qualification of the
directors who made such call nor any other matter whatsoever. Proof of the
matters aforesaid shall be conclusive evidence of the debt. If the action
relates to a sum of the kind described in article 4.3, proof of the terms of
the allotment shall be deemed to be satisfaction of paragraphs 4.6(b) and
4.6(c) above. 13




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5.
    
    FORFEITURE, LIEN AND DIVESTMENT  5.1
    
    Forfeiture of shares  (a)
    
    If a member fails to pay any call or any instalment of a call on the day
appointed for payment thereof, the directors may, at any time while it
remains unpaid, serve a notice on the member requiring payment of so much
of the call or instalment as is unpaid, together with any interest that
has accrued and all expenses that may have been incurred by the company by
reason of non-payment or late payment of the call or instalment.(b)
    
    That notice shall name a further day (not earlier than the expiration of
14 days from the date of the notice) by which and a place at which the
payment required by the notice is to be made, and shall state that in the
event of non-payment on or before the time appointed the shares in respect
of which the call was made will be liable to be forfeited.(c)
    
    If the requirements of a notice served under article 5.1(a) are not
complied with the directors may by resolution forfeit any share in respect
of which the notice has been given at any time after the day named in the
notice and before the payment required by the notice has been made.(d)
    
    Any share so forfeited shall be deemed to be the property of the company
and the directors may sell or re-allot the share on such terms and in such
manner as they think fit and in the case of re-allotment with or without
any money paid on the share by the former holder being credited as paid
up.(e)
    
    The directors may before a forfeited share has been sold or re-allotted
annul the forfeiture upon such terms and conditions as they may approve.(f)
    
    In the event that any forfeited shares are sold within 12 months of the
date of forfeiture any residue after the satisfaction of the unpaid calls,
instalments, premiums and accrued interest and expenses shall be paid to
the member in whose name such share or shares stood immediately prior to
the forfeiture.(g)
    
    A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall remain liable to pay and must
immediately pay to the company all moneys which at the date of forfeiture
were presently payable to the company in respect of the shares.(h)
    
    On the forfeiture of any share the directors shall cause a note of such
forfeiture and the date thereof to be entered in the register and shall
cause notice of such forfeiture and the date thereof to be given to the
member in whose name it stood immediately prior to the forfeiture and
shall upon the disposal of any forfeited share cause a note of the manner
and date of such disposal to be similarly entered.(i)
    
    An entry in the minute book of the company that a share in the company
has been duly forfeited on a date stated in the minute shall be conclusive
evidence of the facts therein stated as against all persons claiming to be
entitled to the share. The company may if necessary execute or effect a
transfer of the share in favour of the person to whom the share is sold or
disposed of and may receive the consideration therefor.(j)
    
    In the case of re-allotment the person to whom the share shall have been
re-allotted and in the case of sale or other disposition the person or
persons to whom the share shall be sold or disposed of, shall be entered
upon the register as the holder of the share and shall not be bound to see
to the application of the purchase moneys nor shall the new members title
to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, re-allotment sale or other
disposal of the share. 14




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##### 



5.2
    
    Surrender of shares The directors may accept from any member a surrender of a share which is liable
to forfeiture or any part thereof upon such terms as may be agreed upon between
such member and the company.  5.3
    
    Lien on shares  (a)
    
    The company has a first and paramount lien upon each share registered in
the name of each member whether solely or jointly with others, for all
unpaid calls, instalments and premiums due and payable in respect of such
share and for such amounts as the company is required to pay (and has
paid) under any statute in respect of the shares of a deceased member or
other member and no equitable interest in any share shall be created
except upon the footing and condition that article 3.3 is to have full
effect.(b)
    
    The companys lien on a share extends to all dividends declared or
payable in respect of the share and to the proceeds of its sale.(c)
    
    The registration of a transfer of shares on which the company has any
lien, unless notice to the contrary shall first be given to the
transferee, shall operate as a waiver of the lien so far as it relates to
sums owing by the transferor or any predecessor in title.(d)
    
    Subject to the ASTC settlement rules, the company may sell, in such
manner as the directors think fit, any share on which the company has a
lien, but no sale shall be made unless a sum in respect of which the lien
exists is presently payable nor until the expiration of 14 days after a
notice in writing, stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has
been given to the registered holder for the time being of the share.(e)
    
    The proceeds of any sale shall be received by the company and applied
first in payment of all costs and expenses of such sale or any attempted
sale, and next in payment of such part of the amount in respect of which
the lien exists as is presently payable, and the residue shall (subject to
a like lien for sums not presently payable as existed upon the shares
prior to the sale) be paid to the person entitled to the shares as at the
date of the sale.(f)
    
    To give effect to any such sale the directors may execute or effect a
transfer of the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer
and thereupon shall be the holder of such shares discharged from all calls
due prior to such purchase. The purchaser shall not be bound to see to the
application of the purchase money, nor shall the purchasers title to the
shares be affected by any irregularity or invalidity in the proceedings in
reference to the sale. The remedy of any person aggrieved by such sale
shall be against the company exclusively and in damages only.  5.4
    
    Divestment of Shares  5.4.1
    
    Procedure when a holding is less than a marketable parcel  (a)
    
    If a member holds less than a marketable parcel of shares, the company
may divest the member of those shares in accordance with the provisions of
this article 5.4.1 except in the circumstance where article 5.4.2 is
applicable.(b)
    
    The company may send at any time a notice in writing to a member who
holds less than a marketable parcel of shares stating that the company
intends to sell or arrange the sale of the members shares unless by the
date specified in the notice being a date not earlier than six weeks after
the date of service of the notice (the specified date): 15




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##### 



(i)
    
    the shareholding of the member increases to at least a marketable
parcel and the member has notified the company in writing of the
increase;(ii)
    
    the relevant shares are sold by the member; or(iii)
    
    the member gives to the company a written notice that the member
wishes to retain the relevant shares.  (c)
    
    Subject to article 5.4.4(g), the company may not give more than one
divestment notice under this article 5.4.1 to a particular member in any
12 months period.(d)
    
    If the member complies with any one of paragraphs 5.4.1(b)(i),
5.4.1(b)(ii) or 5.4.1(b)(iii)above by the specified date, the company may
not sell the shares the subject of the notice. If the member does not
comply with any of these requirements by the specified date, the company
may sell or arrange the sale of the shares within the period of fourteen
days from the specified date without further notice.(e)
    
    If shares are sold under this article, the company must:  (i)
    
    within a reasonable time after completion of the sale, inform the
former member of the sale and total sale proceeds received by the
company; and(ii)
    
    within thirty days after completion of the sale, cause the
proceeds of sale to be sent to the former member (or, in the case of
joint holders, to the holder whose name appeared first in the register
in respect of the joint holding) provided that in the case where the
company issues certificates for shares, any certificate for the shares
the subject of the transfer has been received by the company (or the
company is satisfied that the certificate has been lost or destroyed
or that its production is not essential). Payment may be made in any
manner and by any means as determined by the company and is at the
risk of the former member.  (f)
    
    The company shall bear the costs and expenses of sale (including
brokerage and stamp duty) of the transferor of shares sold under this
article 5.4.1 (but is not liable for any tax on income or capital gains of
the former member).  5.4.2
    
    Divestment of newly created holdings of shares of less than a marketable
parcel  (a)
    
    In the circumstance where a new holding of shares is created after the
date on which this article 5.4.2 comes into effect by the transfer of a
parcel of shares that was less than a marketable parcel at the time a
proper ASTC transfer was initiated or a paper-based instrument of transfer
was lodged for registration, the company may divest the member of those
shares in accordance with the provisions of this article 5.4.2.(b)
    
    The company may send a notice in writing to such member (the divestment
notice) stating that the company intends to sell or arrange the sale of
the members shares unless by the date specified in the divestment notice
being a date not earlier than fourteen days after the date of service of
the notice (the divestment date):  (i)
    
    the shareholding of the member increases to at least a marketable
parcel and the member has notified the company in writing of the
increase; or(ii)
    
    the relevant shares are sold by the member.  (c)
    
    If the requirements of the divestment notice are not complied with by the
member by the divestment date, the company may sell or arrange the sale of
the shares held by such member which are specified in such notice within
the period of fourteen days from the divestment date without further
notice. 16




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##### 



(d)
    
    The proceeds of such sale shall be received by the company and applied
first in payment of all costs and expenses of such sale (including
brokerage and stamp duty) and the residue (together with any dividends
which may have been withheld pursuant to paragraph 5.4.2(e) of this
article) shall then be paid to the former member. The company shall not be
liable for any tax on income or capital gains of the former member. Any
payment may be made in any manner and by any means as determined by the
company and is at the risk of the former member.(e)
    
    All dividend and voting rights attaching to shares which are the subject
of a divestment notice under this article 5.4.2 shall be suspended if the
requirements of the notice are not complied with by the divestment date
and shall continue to be suspended until the disposal of the shares by the
company except that such dividend and voting rights shall not be suspended
if, as at the divestment date, the relevant holding has for any reason
ceased to be a holding of less than a marketable parcel. If the company
withholds payment of any dividends during a suspension of dividend rights,
it shall pay those dividends to the former member following completion of
the sale.  5.4.3
    
    Sale procedure  (a)
    
    Any shares to be sold pursuant to article 5.4.1 or article 5.4.2 may be
sold on-market on the Exchange at the price, on the terms, in the manner
and at the time determined by the company, and for the purposes of a sale
pursuant to this article, the member:  (i)
    
    appoints the company as the members agent for sale;(ii)
    
    authorises the company to instruct a stockbroker (which may be a
related body corporate of the company) to effect the sale;(iii)
    
    authorises the company to initiate a holding adjustment to move
the shares from a CHESS holding to an issuer-sponsored holding
maintained by the company;(iv)
    
    appoints the company as the members attorney in the members
name and on the members behalf to effect a transfer of the shares or
take any other steps as it may consider appropriate to transfer the
shares so sold.  (b)
    
    The company may register a transfer of shares whether or not any
certificate for the shares has been delivered to the company.(c)
    
    If the shares of two or more members to whom this article applies are
sold to one purchaser, the transfer may be effected by one transfer.  5.4.4
    
    General provisions For the purposes of this article 5.4:  (a)
    
    Any divestment notice sent by the company under article 5.4.1 or article
5.4.2 shall comply with any requirements of the listing rules and the ASTC
settlement rules.(b)
    
    A certificate signed by the secretary stating that shares sold under this
article have been properly sold discharges the purchaser of those shares
from all liability in respect of the purchase of those shares.(c)
    
    When a purchaser of shares is registered as the holder of the shares, the
purchaser:  (i)
    
    is not bound to see to the regularity of the actions and
proceedings of the company under this article or to the application of
the proceeds of sale; and(ii)
    
    has title to the shares which is not affected by any irregularity
or invalidity in the actions and proceedings of the company. 17




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(d)
    
    Any remedy of any member to whom this article applies in respect of the
sale of the members shares is limited to a right of action in damages
against the company to the exclusion of any other right, remedy or relief
against any other person.(e)
    
    The member shall not be entitled to make any claim against the company
for any costs or expenses occurred in connection with the disposal of any
shares by the member under the provisions of this article.(f)
    
    All money payable to former members under this article which is unclaimed
for one year after payment may be invested or otherwise made use of by the
company for the benefit of the company until claimed or otherwise disposed
of according to law. No money payable under this article by the company to
former members bears interest as against the company.(g)
    
    On the day on which there is announced a Takeover (as defined in the
listing rules) the power of sale under this article lapses until the close
of offers under the Takeover. On the close of offers under the Takeover
the company may invoke the procedures set out in this article and in the
case of article 5.4.1, notwithstanding article 5.4.1(c).6.
    
    INDEMNITY FOR TAXATION If any law of any country, state or place imposes any liability upon the
company to make any payment:  (a)
    
    in respect of shares held solely or jointly by a member;(b)
    
    in respect of a transfer or transmission of shares by a member;(c)
    
    in respect of dividends, bonuses or other money due or payable or which
may become due and payable in respect of the shares of a member; or(d)
    
    otherwise for or on account of or in respect of the shares of a member,whether as a consequence of:(e)
    
    the death of that member;(f)
    
    the non-payment of any duty, penalty, tax or other imposition by that
member or the legal personal representative of that member; or(g)
    
    any other act or thing,then, in addition to any right or remedy that law may confer on the company:(h)
    
    the member or, if the member is dead, the members legal personal
representative must:  (i)
    
    fully indemnify the company against that liability;(ii)
    
    reimburse the company for any payment made under or as a
consequence of that law immediately on demand by the company; and(iii)
    
    pay interest from the date the company makes a payment under or
as a consequence of that law until the date the company is reimbursed
for that payment under article 6(h)(ii), at a rate determined by
article 4.2;  (i)
    
    the company has a lien upon all dividends in respect of the shares held
solely or jointly by that member or that members legal personal
representative for all money that the company is required to pay (and has
paid) under this article 6; and(j)
    
    the company may recover as a debt due from that member or from that
members legal personal representative any money payable to the company
under this article 6. 18




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##### 



7.
    
    TRANSFER OF SHARES7.1
    
    Instrument of transfer(a)
    
    Subject to this constitution, a member may transfer all or any of that
members shares by a proper ASTC transfer, an instrument in writing in
registrable form or, subject to the Corporations Act, the listing rules
and ASTC settlement rules, by electronic means or any other means that the
directors approve.(b)
    
    A transfer referred to in article 7.1(a) shall be executed by or on
behalf of the transferor (but need not be executed by the transferee) or
may be executed, effected or validated otherwise in accordance with the
Corporations Act, the listing rules and the ASTC settlement rules and if
required by law to be stamped it shall be stamped.7.2
    
    Registration procedure(a)
    
    Except in the case of a proper ASTC transfer, the instrument or other
evidence of transfer must be delivered or lodged for registration at the
registered office or such other place as the directors may from time to
time determine, accompanied by any certificate of the shares to which it
relates and such other information as the directors properly require to
show the right of the transferor to make the transfer, and thereupon the
company shall, subject to the powers vested in the directors by this
constitution, register the transferee as a shareholder.(b)
    
    Subject to the ASTC settlement rules, a transferor of shares remains the
holder of the shares transferred until the transfer is registered and the
name of the transferee is entered in the register in respect of the shares
and a transfer of shares shall not pass the right to any dividends
declared on those shares until registration.(c)
    
    Except where this constitution, the Corporations Act or the listing rules
contemplate that a fee or levy may or will be charged, the company shall
register all transfers, elections or renunciations, issue certificates and
transmission receipts and mark or note transfer forms without charge.(d)
    
    On registration of a transfer of shares, the company shall cancel the old
certificate (if any) and, if so required by the Corporations Act or the
listing rules, issue new certificates in the name of the transferee for
the shares transferred and in the name of the transferor for the balance
of shares retained (if any).7.3
    
    Directors may decline to register(a)
    
    The directors may decline to register, or prevent registration of, a
transfer of shares or apply a holding lock to prevent a transfer in
accordance with the Corporations Act or the listing rules where:  (i)
    
    the transfer is not in registrable form;(ii)
    
    the company has a lien on any of the shares transferred;(iii)
    
    registration of the transfer may breach a law of Australia;(iv)
    
    the transfer is paper-based and registration of the transfer will
create a new holding which, at the time the transfer is lodged, is
less than a marketable parcel;(v)
    
    the transfer is not permitted under the terms of an employee
share plan; or 19




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##### 



(vi)
    
    the company is otherwise permitted or required to do so under the
listing rules or, except for a proper ASTC transfer, under the terms
of issue of the shares.  (b)
    
    If in the exercise of their rights under this article 7.3, the directors
decline to register, or prevent registration of, a transfer of any shares
they shall give written notice in accordance with the listing rules of the
refusal to the transferee and the broker delivering or lodging the
transfer. Failure to give that notice will not invalidate the decision of
the directors to decline to register the transfer.(c)
    
    The directors may delegate their authority under this rule 7.3 to any
person.7.4
    
    Suspension and closure of the register Except in the case of proper ASTC transfers, the directors may close the
register in accordance with the listing rules.  7.5
    
    Company to retain instrument of transfer(a)
    
    The company shall retain every instrument or other record of transfer
which is registered for such period as the directors determine.(b)
    
    Where the directors refuse registration of a transfer the instrument of
transfer (if any) shall be returned to the person who deposited it if
demand is made within 12 months of the giving of notice of refusal to
register unless there has been an allegation of fraud concerning the
transfer or the transaction to which it relates.7.6
    
    Automated security transfer systems(a)
    
    The company may participate in any computerised or electronic system
established or recognised by law or by the listing rules or the ASTC
settlement rules for the purpose of facilitating dealings in shares.(b)
    
    Where the company participates in any such system, then notwithstanding
any other provision of this constitution relating to the transfer of shares and the issue of certificates for shares:  (i)
    
    shares may be transferred and the transfers registered in a
manner permitted or recognised by law or the listing rules or the ASTC
settlement rules; and(ii)
    
    the directors may decide not to issue certificates for shares or
may decide to cancel such certificates without issuing any replacement
certificates wherever such a practice is not contrary to applicable
law or the requirements of the listing rules or the ASTC settlement
rules.  (c)
    
    The directors may, to the extent the law permits, waive any of the
requirements of this article 7 and prescribe alternative requirements
instead, whether to give effect to article 7.6(a) or for another purpose.8.
    
    TRANSMISSION OF SHARES8.1
    
    Transmission of shares on death of holder In the case of the death of a member, the survivor or survivors of a deceased
member who was a joint holder, and the legal personal representatives of a
deceased member who was a sole holder, shall be the only persons recognised by
the company as having any title to the members interest in the shares, but
this article does not release the estate of a deceased member or joint holder 20




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##### 



from any liability in respect of a share that had been held by the deceased
solely or jointly held with other persons.  8.2
    
    Right of registration on death or bankruptcy(a)
    
    Subject to the Bankruptcy Act 1966, a person becoming entitled to a share
in consequence of the death or bankruptcy of a member may, upon such
information being produced as is properly required by the directors, elect
either to be registered as holder of the share or to nominate some other
person to be registered as the transferee of the share.(b)
    
    A person becoming so entitled who elects to be registered shall deliver
or send to the company a notice in writing signed by that person advising
of the election.(c)
    
    A person who elects to have another person registered shall execute or
effect a transfer of the share to that other person.(d)
    
    All the limitations, restrictions and provisions of this constitution
relating to the right to transfer, and the registration of transfers of,
shares are applicable to any such notice or transfer as if the death or
bankruptcy of the member had not occurred and the notice or transfer were
a transfer signed by that member.8.3
    
    Effect of transmission(a)
    
    Where a member dies or becomes bankrupt, the members legal personal
representative or the trustee of the members estate, as the case may be,
is, upon the production of such information as is properly required by the
directors, entitled to the same dividends and other advantages, and to the
same rights (whether in relation to meetings of the company, or to voting
or otherwise), as the registered holder would have been entitled to if he
or she had not died or become bankrupt.(b)
    
    Where two or more persons are jointly entitled to any share in
consequence of the death of the registered holder they shall, for the
purpose of this constitution, be deemed to be joint holders of the share
and article 3.4 will apply to them.(c)
    
    The directors may register a transfer of shares signed by a member before
the members death or bankruptcy even though the company has notice of the
members death or bankruptcy.9.
    
    GENERAL MEETINGS9.1
    
    Calling general meetings(a)
    
    The directors, or any director to the extent permitted by the
Corporations Act from time to time, may whenever they think fit convene a
general meeting.(b)
    
    The rights of members to requisition or to convene a general meeting of
the company shall be as set out in the Corporations Act.9.2
    
    Postponement or cancellation of general meetingThe directors may by notice to the Exchange change the venue for, postpone
or cancel a general meeting as they think fit except where the change,
postponement or cancellation would be contrary to the Corporations Act.
Subject to the Corporations Act, the directors may give notice of
postponement or cancellation as they think fit but any failure to give
notice of postponement or cancellation does not invalidate the
postponement or cancellation or any resolution passed at a postponed
meeting. 21




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##### 



9.3
    
    Persons entitled to notice of general meeting(a)
    
    Notice of every general meeting shall be given in a manner authorised by
article 17 and in accordance with the Corporations Act and the listing
rules to:  (i)
    
    every member;(ii)
    
    every director;(iii)
    
    the secretary (unless the secretary despatches the notice);(iv)
    
    the auditor; and(v)
    
    the Exchange.  (b)
    
    No other person is entitled to receive notices of general meetings,
except a person entitled to receive notice by law or pursuant to any other
obligation of the company.9.4
    
    Notice of general meeting(a)
    
    The content of a notice of a general meeting called by the directors is
to be decided by the directors, but it must state the general nature of
the business to be conducted at the meeting and any such other matters as
may be required by the Corporations Act, the listing rules or this
constitution from time to time.(b)
    
    A general meeting shall be convened by notice in writing of not less than
the period prescribed by the Corporations Act or may be convened by
shorter notice in the circumstances permitted by the Corporations Act.(c)
    
    Unless the Corporations Act provides otherwise:  (i)
    
    no business may be transacted at a general meeting unless the
general nature of the business is stated in the notice calling the
meeting; and(ii)
    
    except with the approval of the directors or the chairman, no
person may move any amendment to a proposed resolution the terms of
which are set out in the notice calling the meeting or to a document
which relates to such a resolution and a copy of which has been made
available to members to inspect or obtain.  (d)
    
    A person may waive notice of any general meeting by written notice to the
company.(e)
    
    The non-receipt of notice of a general meeting or of a proxy form by, or
the accidental or erroneous omission to give notice of a general meeting
or a proxy form to, a person entitled to receive notice of a general
meeting does not invalidate any resolution passed at the general meeting.(f)
    
    A persons attendance at a general meeting waives any objection that
person may have to:  (i)
    
    a failure to give notice, or the giving of a defective notice, of
the meeting unless the person at the beginning of the meeting objects
to the holding of the meeting; and(ii)
    
    the consideration of a particular matter at the meeting which is
not within the business referred to in the notice of the meeting,
unless the person objects to the consideration of the matter when it
is presented. 22




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##### 



10.
    
    PROCEEDINGS AT GENERAL MEETINGS10.1
    
    Admission to general meetings(a)
    
    The chairman of a general meeting may take any action he or she considers
appropriate for the safety of persons attending the meeting and the
orderly conduct of the meeting and may refuse admission to, or require to
leave and remain out of, the meeting any person:  (i)
    
    in possession of a pictorial-recording or sound-recording device;(ii)
    
    in possession of a placard or banner;(iii)
    
    in possession of an article considered by the chairman to be
dangerous, offensive or liable to cause disruption;(iv)
    
    who refuses to produce or permit examination of any article, or
the contents of any article, in the persons possession;(v)
    
    who behaves or threatens to behave in a dangerous, offensive or
disruptive way; or(vi)
    
    who is not entitled to receive notice of the meeting.  The chairman may delegate the powers conferred by this rule to any person
he or she thinks fit.(b)
    
    A person, whether a member or not, requested by the directors or the
chairman to attend a general meeting is entitled to be present and, at the
request of the chairman, to speak at the meeting.(c)
    
    If the chairman of a general meeting considers that there is not enough
room for the members who wish to attend the meeting, he or she may arrange
for any person whom he or she considers cannot be seated in the main
meeting room to observe or attend the general meeting in a separate room.
Even if the members present in the separate room are not able to
participate in the conduct of the meeting, the meeting will nevertheless
be treated as validly held in the main room.(d)
    
    If a separate meeting place is linked to the main place of a general
meeting by an instantaneous audio-visual communication device which, by
itself or in conjunction with other arrangements:  (i)
    
    gives the general body of members in the separate meeting place a
reasonable opportunity to participate in proceedings in the main
place;(ii)
    
    enables the chairman to be aware of proceedings in the other
place; and(iii)
    
    enables the members in the separate meeting place to vote on a
show of hands or on a poll,  a member present at the separate meeting place is taken to be present at
the general meeting and entitled to exercise all rights as if he or she
was present at the main place.(e)
    
    If the communication device encounters a technical difficulty, whether
before or during the meeting, which results in the matters required by
sub-article 10.1(d)(i),(ii) or (iii) at the separate meeting place not
being satisfied, the meeting may still be held or continue in the main
place (and any other place which is linked under article 10.1(d)(i)) and
transact business, even if the members in the separate meeting place are
unable to participate. No member may object to the meeting being held or
continuing. However, if the effect of this 23




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##### 



article 10.1(e) has not been referred to in the notice calling the
meeting, the business the meeting may conduct is limited to adjourning the
meeting.10.2
    
    Representation of member(a)
    
    A member may be represented by a proxy or attorney.(b)
    
    A member which is a body corporate may authorise such person as it thinks
fit to act as its official representative either at a particular general
meeting or at all general meetings of the company or of any class of
members. An authorising member may also designate an alternate official
representative who may act in the absence of the official representative
but only one representative may exercise the authorising members powers
at any one time. If an authorising member appoints its official
representative by reference to a position held, the authority must
identify that position.(c)
    
    An official representative is, in accordance with his or her authority
and until it is revoked by the authorising member, entitled to exercise
the same powers on behalf of the authorising member as the member could
exercise if it were a natural person.(d)
    
    Unless the instrument or resolution appointing a proxy, attorney or
official representative provides differently, the proxy, attorney or
representative has the same rights to speak, demand a poll, join in
demanding a poll or act generally at the meeting as the member would have
had if the member was present.(e)
    
    Unless otherwise provided in the appointment of a proxy, attorney or
official representative, an appointment will be taken to confer authority:  (i)
    
    even though the instrument may refer to specific resolutions and
may direct the proxy, attorney or official representative how to vote
on those resolutions:  (A)
    
    to vote on any amendment moved to the proposed
resolutions and on any motion that the proposed resolutions not
be put or any similar motion;(B)
    
    to vote on any procedural motion, including any
motion to elect the chairman, to vacate the chair or to adjourn
the meeting; and(C)
    
    to act generally at the meeting; and  (ii)
    
    even though the instrument may refer to a specific meeting to be
held at a specified time or venue, where the meeting is rescheduled or
adjourned to another time or changed to another venue, to attend and
vote at the re-scheduled or adjourned meeting or at the new venue.  (f)
    
    A reference to a voting member in the succeeding provisions of this
article 10 includes a proxy, attorney or official representative.10.3
    
    Quorum No business shall be transacted at any general meeting unless a quorum is
present at the time when the meeting proceeds to business. Five voting members
of the company present shall constitute a quorum for a meeting.  10.4
    
    Failure to achieve quorum  (a)
    
    Where a general meeting is convened upon the requisition of members and a
quorum is not present within half an hour from the time appointed for the
meeting, the meeting shall be dissolved. 24




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##### 



(b)
    
    Where a general meeting is convened in any other way and a quorum is not
present within half an hour from the time appointed for the meeting:  (i)
    
    the meeting shall stand adjourned to such day, and at such time
and place, as the directors determine or, if no determination is made
by them, to the same day in the next week at the same time and place;
and(ii)
    
    if at the adjourned meeting a quorum is not present within half
an hour from the time appointed for the meeting, the voting members
present shall constitute a quorum.  10.5
    
    Appointment and powers of chairman of general meeting(a)
    
    While a person holds office as chairman of directors, that person shall
preside as chairman at general meetings. During any absence or vacancy in
that office, the person (if any) who holds office as deputy chairman of
directors shall preside as chairman at general meetings.(b)
    
    Where a general meeting is held and:  (i)
    
    there is no chairman entitled to preside under article 10.5(a);
or(ii)
    
    the chairman so entitled is not present within 15 minutes after
the time appointed for the holding of the meeting or is unable or
unwilling to act,  the directors present shall elect one of their number to be chairman of
the meeting, or, if no director shall be present or if all directors
present decline to take the chair, the voting members present shall elect
one of their number to be chairman of the meeting.(c)
    
    A chairman of a general meeting may, for any item of business or discrete
point of the meeting, vacate the chair in favour of another person
nominated by him or her.(d)
    (i)
    The general conduct of each general meeting of the company and the
procedures to be adopted at the meeting are as determined at, during or
prior to the meeting by the chairman.  (ii)
    
    Nothing contained in this constitution is to be taken as
limiting the powers conferred on the chairman by law.  (e)
    
    The chairman may at any time the chairman considers it necessary or
desirable for the proper and orderly conduct of the meeting:  (i)
    
    impose a limit on the time that a person may speak on each
motion or other item of business and terminate debate or discussion
on any business, question, motion or resolution being considered by
the meeting and require the business, question, motion or resolution
to be put to a vote of the members present; and(ii)
    
    adopt any procedures for casting or recording votes at the
meeting whether on a show of hands or on a poll, including the
appointment of scrutineers.  (f)
    
    A decision by a chairman under articles 10.5(d) or 10.5(e) is final.(g)
    
    The chairman may postpone the meeting before it has started, whether or
not a quorum is present, if, at the time and place appointed for the
meeting, he or she considers that:  (i)
    
    there is not enough room for the number of members who wish to
attend the meeting; or(ii)
    
    a postponement is necessary in light of the behaviour of persons
present or for any other reason so that the business of the meeting
can be properly carried out. 25




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##### 



(h)
    
    A postponement under article 10.5(g) will be to another time, which may
be on the same day as the meeting, and may be to another place (and the
new time and place will be taken to be the time and place for the meeting
as if specified in the notice which called the meeting originally).10.6
    
    Adjournment of general meeting(a)
    
    The chairman may at any time during the course of the meeting:  (i)
    
    adjourn the meeting or any business, motion, question or
resolution being considered or remaining to be considered by the
meeting either to a later time at the same meeting or to an adjourned
meeting; and(ii)
    
    for the purpose of allowing any poll to be taken or determined,
suspend the proceedings of the meeting for such period or periods as
he or she decides without effecting an adjournment. No business may be
transacted and no discussion may take place during any suspension of
proceedings unless the chairman otherwise allows.  (b)
    
    The chairmans rights under articles 10.5(g) and 10.6(a) are exclusive
and, unless the chairman requires otherwise, no vote may be taken or
demanded by the members present concerning any postponement, adjournment
or suspension of proceedings.(c)
    
    Only unfinished business may be transacted at a meeting resumed after an
adjournment.(d)
    
    When a meeting is postponed or adjourned for 30 days or more, notice of
the postponed or adjourned meeting shall be given as in the case of an
original meeting.(e)
    
    Except as provided by article 10.6(d), where a meeting is postponed or
adjourned under article 10.5(g) or 10.6(a), notice of the postponed or
adjourned meeting must be given to the Exchange, but need not be given to
any other person.(f)
    
    Where a meeting is postponed or adjourned under article 10.5(g) or
10.6(a), the directors may, by notice to the Exchange, postpone, cancel or
change the place of the postponed or adjourned meeting.(g)
    
    Any voting members may attend a postponed or adjourned meeting.10.7
    
    Voting at general meeting(a)
    
    Except where a resolution requires a special majority, questions arising
at a general meeting must be decided by a majority of votes cast by the
voting members present at the meeting. A decision made in this way is for
all purposes a decision of the members.(b)
    
    At any general meeting a resolution put to the vote of the meeting shall
be decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded:  (i)
    
    by the chairman of the meeting;(ii)
    
    by at least 5 voting members present who are entitled to vote on
the resolution; or(iii)
    
    by a voting member or voting members present with at least 5% of
the votes that may be cast on the resolution on a poll.  (c)
    
    Unless a poll is so demanded, a declaration by the chairman of the
meeting that a resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry to that
effect in the book containing the minutes of the 26




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##### 



proceedings of the company, is conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or
against the resolution.10.8
    
    Poll(a)
    
    If a poll is duly demanded, it shall be taken in such manner and either
at once or after an interval or adjournment or otherwise as the chairman
of the meeting directs, and the result of the poll shall be the resolution
of the meeting at which the poll was demanded.(b)
    
    A poll cannot be demanded at a general meeting on the election of a
chairman of the meeting or, unless the chairman requires otherwise in
accordance with article 10.6(b), on a question concerning any
postponement, adjournment or suspension of proceedings.(c)
    
    The demand for a poll may be withdrawn.(d)
    
    The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll
has been demanded.(e)
    
    If a poll is taken the chairman shall appoint tellers to count the votes.(f)
    
    In the case of any dispute as to the admission or rejection of a vote,
the chairman shall determine the same and such determination made in good
faith shall be final and conclusive.10.9
    
    Equality of votes In the case of equality of votes, whether on a show of hands or on a poll, the
chairman of the meeting at which the show of hands takes place or at which the
poll is demanded, is entitled to a casting vote in addition to any votes to
which he or she may be entitled as a voting member.  10.10
    
    Entitlement to vote(a)
    
    Subject to any rights or restrictions for the time being attached to any
class or classes of shares and subject to this article 10.10:  (i)
    
    on a show of hands every person present who is a voting member
has one vote; and(ii)
    
    on a poll, every person present who is a voting member shall have
one vote for each voting share that the voting member holds or
represents (as the case may be).  (b)
    
    The appointment of a proxy or attorney is not revoked by the appointor
attending and taking part in the general meeting, but if the appointor
votes on a resolution, the proxy or attorney is not entitled to vote, and
must not vote, as the appointors proxy or attorney on the resolution.(c)
    
    If a person present at a general meeting represents personally or by
proxy, attorney or official representative more than one member, on a show
of hands the person is entitled to one vote only even though he or she
represents more than one member.(d)
    
    If more than one official representative or attorney for a member is
present at any meeting of the company then no such official representative
or attorney shall be entitled to vote on a show of hands and on a poll
only one official representative may exercise the members voting rights
and the vote of each attorney shall be of no effect unless each such
person is appointed to represent a specified proportion of the members
voting rights, not exceeding in the aggregate 100 percent (100%) of those
rights.(e)
    
    If a member appoints two proxies and both are present at any meeting of
the company: 27




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##### 



(i)
    
    if the appointment does not specify the proportion or the number
of the members votes each proxy may exercise, then each proxy may
exercise one half of the members votes;(ii)
    
    on a show of hands, neither proxy may vote; and(iii)
    
    on a poll, each proxy may only exercise votes in respect of
those shares or voting rights the proxy represents.  (f)
    
    A voting member holding or representing a partly paid voting share has on
a poll that fraction of a vote for each such voting share as equals the
fraction generated by dividing the total amount paid on the voting share
by the issue price of the voting share. An amount paid in advance of a
call is disregarded for this purpose.(g)
    
    A member is not entitled to vote on a resolution if, under the
Corporations Act or the listing rules, the notice which called the meeting
was required to specify that:  (i)
    
    the member must not vote or must abstain from voting on the
resolution; or(ii)
    
    a vote on the resolution by the member must be disregarded for
any purposes.  If the member or a person acting as proxy, attorney or representative of
the member does tender a vote on that resolution, their vote must not be
counted.(h)
    
    Where authority is given to a proxy, attorney or official representative
concerning a meeting to be held on or before a specified date or at a
specified place and that meeting is postponed to a later date or the
meeting place is changed, the authority is taken to include authority to
act at the re-scheduled meeting unless the member granting the authority
gives the company notice to the contrary under article 10.16(a).10.11
    
    Joint shareholders vote In the case of joint holders of a share the vote of the senior who tenders a
vote, whether in person or by proxy, official representative or attorney, shall
be accepted to the exclusion of the votes of the other joint holders and, for
this purpose, seniority shall be determined by the order in which the names
stand in the register, but the other or others of the joint holders are
entitled to be present at general meetings.  10.12
    
    Votes of certain members(a)
    
    A parent or guardian of a voting member who is a minor may vote instead
of the minor at any general meeting upon such evidence being produced of
the relationship or of the appointment of the guardian as the directors
may require and any vote so tendered by a parent or guardian of a voting
member who is a minor must be accepted to the exclusion of the vote of the
minor.(b)
    
    If a member is of unsound mind or is a person whose person or estate is
liable to be dealt with in any way under the law relating to mental
health, the committee or trustee or such other person as properly has the
management of the members estate may exercise any rights of the member in
relation to a general meeting as if the committee, trustee or other person
were the member.(c)
    
    A person entitled to a share because of the death or bankruptcy of a
member may vote at a general meeting in respect of that share in the same
way as if that person were the registered holder of the share if, at least
48 hours before the meeting (or such shorter time as the directors
determine), the directors:  (i)
    
    admitted that persons right to vote at that meeting in respect
of the share; or 28




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(ii)
    
    were satisfied of that persons right to be registered as the
holder of, or to transfer, the share.  Any vote duly tendered by that person must be accepted and the vote of the
registered holder of those shares must not be counted.(d)
    
    The directors may delegate their power under article 10.12(c) to any
person.10.13
    
    No entitlement A member is not entitled to vote at a general meeting unless all calls and
other amounts presently payable in respect of the members shares have been
paid.  10.14
    
    Objection to voting qualification(a)
    
    A voting member may object to the qualification of a voter but only at
the meeting or adjourned meeting at which the vote objected to is given or
tendered. The objection must be raised before or immediately after the
result of the vote is declared.(b)
    
    Any such objection shall be referred to the chairman of the meeting,
whose decision is final.(c)
    
    A vote not disallowed pursuant to such an objection is valid for all
purposes, even if it would not otherwise have been valid.(d)
    
    The chairman may decide any difficulty or dispute which may arise as to
the number of votes which may be cast by or on behalf of any member and
the decision of the chairman is final.10.15
    
    Appointment of proxy(a)
    
    An instrument appointing a proxy is valid if it is in accordance with the
Corporations Act or in any form approved by the directors. An appointment
of a proxy may be a standing appointment.(b)
    
    A proxy need not be a member.(c)
    
    An instrument appointing a proxy may specify the manner in which the
proxy is to vote in respect of a particular resolution and where an
instrument of proxy so provides, the proxy is not entitled to vote on the
resolution except as specified in the instrument.(d)
    
    An instrument appointing a proxy shall be in such form as the directors
determine from time to time in accordance with the requirements of the
Corporations Act and the listing rules.(e)
    
    A proxy form issued by the company must allow for the insertion of the
name of the person to be primarily appointed as proxy and may provide
that, in circumstances and on conditions specified in the form that are
not inconsistent with this constitution, the chairman of the relevant
meeting (or another person specified in the form) is appointed as proxy.10.16
    
    Deposit of proxy and other instruments(a)
    
    An instrument appointing a proxy, attorney or official representative
shall not be treated as valid unless:  (i)
    
    the instrument, and the power of attorney or other authority (if
any) under which the instrument is signed or a certified copy of that
power or authority is or are deposited, not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a
poll, not less than 48 hours before the time appointed for the taking
of the poll, at the 29




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##### 



registered office or at such other place as is specified for that
purpose in the notice convening the meeting; and(ii)
    
    the instrument, the power of attorney or other authority is or
are given by a member who would be a voting member at that meeting or
poll.  An instrument, power or authority will be treated as being validly
received by the company if it is received at a facsimile number at the
companys registered office or at a place, facsimile number or electronic
address specified for the purpose in the notice of meeting, or if the
notice of meeting specifies other electronic means by which a member may
give the document, when the document given by those means is received by
the company as prescribed by the relevant regulations.(b)
    
    In the case of a body corporate appointed as a members proxy in
accordance with the Corporations Act, the instrument appointing a
representative to exercise the powers that the body corporate may exercise
as the members proxy is not valid unless it is also deposited in
accordance with article 10.16(a)(i).(c)
    
    Article 10.14 shall apply to any objection as to the use or legibility of
a facsimile transmission copy.(d)
    
    The secretary may waive or reduce either of the periods referred to in
article 10.16(a) or 10.16(b) in respect of any meeting or any member.10.17
    
    Electronic transmission of proxy instruments For the purposes of articles 10.15(a) and 10.16(a), a proxy instrument received
at an electronic address specified in the notice of meeting for the receipt of
proxy instruments or otherwise received by the company in accordance with the
Corporations Act will be taken to have been signed or authenticated if the
appointment of the proxy:  (a)
    
    includes or is accompanied by a personal identification code allocated by
the company to the member making the appointment;(b)
    
    has been authorised by the member in another manner approved by the
directors and specified in or with the notice of meeting; or(c)
    
    is otherwise signed or authenticated in accordance with the Corporations
Act.10.18
    
    Validity of vote in certain circumstances(a)
    
    A vote given in accordance with the terms of an instrument of proxy or of
a power of attorney is valid notwithstanding the previous death or
unsoundness of mind of the principal, the revocation of the instrument (or
the authority under which the instrument was executed) or of the power, or
the transfer of the share in respect of which the instrument or power is
given, if no notice in writing of the death, unsoundness of mind,
revocation or transfer has been received by the company at its registered
office before the commencement of the meeting or adjourned meeting at
which the instrument is used or the power is exercised.(b)
    
    The chairman of a meeting may:  (i)
    
    permit a person claiming to be an official representative to
exercise the powers of an official representative, even if the person
is unable to establish to the chairmans satisfaction that he or she
has been validly appointed; or 30




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(ii)
    
    permit the person to exercise those powers on the condition that,
if required by the company, he or she produce evidence of the
appointment within the time set by the chairman.  (c)
    
    The chairman of a meeting may require a person acting as a proxy,
attorney or official representative to establish to the chairmans
satisfaction that the person is the person duly appointed to act. If the
person fails to satisfy the requirement, the chairman may exclude the
person from attending or voting at the meeting.(d)
    
    The chairman may delegate his or her powers under paragraph 10.18(b) and
10.18(c) to any person.10.19
    
    Director entitled to attend and speak A director shall be entitled to attend all general meetings and all separate
general meetings of the holders of any class of shares in the capital of the
company and shall be entitled to speak at those meetings.  11.
    
    THE DIRECTORS11.1
    
    Number and appointment of directors(a)
    
    The number of directors shall not be less than nine nor more than 13 (or
such lower number as the board may from time to time determine) including:  (i)
    
    the managing director; and(ii)
    
    not more than three executive directors.  The directors must not determine a maximum which is less than the number
of directors in office at the time the determination takes effect.(b)
    
    The company may by ordinary resolution alter the maximum or minimum
number of directors, and subject to the listing rules may also determine
in what rotation the increased or reduced number of directors is to vacate
office.(c)
    
    Subject to article 11.1(d) and 11.1(e), at each annual general meeting
one-third of the directors for the time being (apart from the directors
referred to in articles 11.1(a)(i) and 11.4(b)) shall retire from office.(d)
    
    If the number of the directors referred to in article 11.1(c) is not
three or a multiple of three, then the number nearest to but not exceeding
one-third shall retire.(e)
    
    No director who is not the managing director may hold office without
re-election beyond the third annual general meeting following the meeting
at which the director was last elected or re-elected.(f)
    
    If there is more than one managing director, only one of them, nominated
by the directors, is entitled not to be subject to vacation of office
under article 11.4(b) or retirement under article 11.1(c).(g)
    
    Subject to article 11.1(e), the directors to retire under article 11.1(c)
at any annual general meeting are those directors who wish to retire and
not offer themselves for re-election and, so far as is necessary to obtain
the number required, those who have been longest in office since their
last election or appointment, but as between directors who were last
elected or appointed on the same day, those to retire shall (unless they
otherwise agree among themselves) be determined by lot. 31




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##### 



(h)
    
    The directors to retire under article 11.1(c) (both as to number and
identity) is decided having regard to the composition of the board of
directors at the date of the notice calling the AGM. A director is not
required to retire and is not relieved from retiring because of a change
in the number or identity of the directors after the date of the notice
but before the meeting closes or because of a change of intention of a
director to retire and not offer themselves for re-election at the
meeting.11.2
    
    Election of directors(a)
    
    A retiring director shall be eligible for re-election and shall act as a
director throughout the meeting (including any adjournment thereof) at
which he or she retires. The re-election of the director or the election
of another person to that office (as the case may be) takes effect at the
conclusion of the meeting at which the retirement and re-election or
election occur.(b)
    
    The company may, at the annual general meeting at which a director
retires under article 11.1(c), 11.1(e), or 11.4(b), by ordinary resolution
and in accordance with this constitution fill the vacated office by
electing a person to that office.(c)
    
    A person is eligible for election to the office of a director at a
general meeting only if:  (i)
    
    the person is in office as a director immediately before that
meeting;(ii)
    
    the person has been nominated by the directors for election at
that meeting;(iii)
    
    where the person is a member, he or she has:  (A)
    
    at least 35 business days (or such longer period as
may be permitted under the listing rules); or(B)
    
    in the case of a general meeting the directors have
been duly requested by members under the Corporations Act to
call, at least 30 business days (or such longer period as may
be permitted under the listing rules),  but, in each case, no more than 90 business days before the meeting,
given the company a notice signed by him or her stating the members
desire to be a candidate for election at that meeting; or(iv)
    
    where the person is not a member, a member intending to nominate
the person for election at that meeting has:  (A)
    
    at least 35 business days(or such longer period as
may be permitted under the listing rules); or(B)
    
    in the case of a general meeting the directors have
been duly requested by members under the Corporations Act to
call, at least 30 business days (or such longer period as may
be permitted under the listing rules),  but, in each case, no more than 90 business days before the meeting,
given the company a notice signed by the member stating the members
intention to nominate the person for election, and a notice signed
by the person stating his or her consent to the nomination.  11.3
    
    Qualification of directors(a)
    
    A director must be a natural person.(b)
    
    A director shall not be required to hold any share qualification. 32




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##### 



(c)
    
    The auditor may not be appointed as a director and a director may not be
appointed as the auditor.11.4
    
    Casual vacancy(a)
    
    The directors may at any time appoint any person (other than a person
disqualified under the Corporations Act or article 11.3) to be a director,
either to fill a casual vacancy or as an addition to the existing
directors, but so that the total number of directors does not at any time
exceed the maximum number specified pursuant to article 11.1.(b)
    
    Any director so appointed (other than the managing director) holds office
only until the conclusion of the next annual general meeting and is
eligible for re-election at that annual general meeting but shall not be
taken into account in determining the directors who are to retire by
rotation at that meeting.11.5
    
    Appointment of managing director and executive directors(a)
    
    The directors may from time to time appoint one of their number to the
office of managing director and no more than three full time employees of
the company or a related body corporate as executive directors for such
period and on such terms as they think fit.(b)
    
    A managing director or other executive director may be referred to as the
chief executive officer or by any title the directors decide on, and where
the directors decided on such a title, reference in this constitution to a
managing director or executive director shall include a reference to such
other title.(c)
    
    Unless the directors decide differently, the office of a managing
director or executive director employed by the company or by a subsidiary
of the company automatically becomes vacant if the managing director or
executive director ceases to be so employed. Without prejudice to the
foregoing, the managing director and each executive director shall be
subject to the same provisions as to resignation and removal as the other
directors of the company.(d)
    
    The appointment of a managing director or an executive director
automatically terminates if he or she ceases for any reason to be a
director.(e)
    
    Nothing in this article 11.5 deprives a person removed from office of
compensation or damages payable to such person in respect of the
termination of the persons appointment as managing director or executive
director or of any appointment terminating therewith.11.6
    
    Remuneration of directors(a)
    
    Each non-executive director is entitled to such remuneration from the
company for his or her services as a director as the directors decide but
the total amount provided to all non-executive directors for their
services as directors must not exceed in aggregate in any financial year
the amount fixed by the company in general meeting. For the purposes of
this constitution the amount fixed by the company as remuneration for
non-executive directors, will not include any amount paid or applied by
the company or a related body corporate under articles 11.6(e),11.6(f),
11.6(g),11.6(h),11.6(i), 11.6(j), or 19.(b)
    
    Remuneration under article 11.6(a) may be provided in such manner that
the directors decide, including by way of non cash benefit, such as a
contribution to a superannuation fund.(c)
    
    All directors fees shall be deemed to accrue from day to day.(d)
    
    The remuneration of a director (who is not a managing director or an
executive director) must not include a commission on, or a percentage of,
profits or operating revenue. 33




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##### 



(e)
    
    Where a director (other than the managing director or an executive
director) is called upon to perform extra services or to make any special
exertions in going or residing abroad or otherwise for any business or
purposes of the company, the directors may arrange with that director for
a special remuneration by payment of a stated sum of money determined by
the directors and that remuneration may be either in addition to or in
substitution for his or her share in the remuneration provided for in
article 11.6(a).(f)
    
    The company may pay or apply an amount in respect of superannuation
contributions for each director to the extent necessary for the avoidance
or minimisation of any penalty, charge, tax or other impost on the company
under any applicable legislation which imposes a penalty, charge, tax or
other impost on employers if a minimum level of superannuation
contributions is not paid for an employee (within the meaning of the
legislation).(g)
    
    The directors may also be paid an allowance for travelling and other
expenses properly incurred by them in attending and returning from
meetings of the directors or any committee of the directors or general
meetings of the company or otherwise in connection with the exercise of
their powers and the discharge of their duties or the business of the
company.(h)
    
    If a director is also an officer of the company or of a related body
corporate in a capacity other than director, any remuneration that
director may receive for acting as that officer may be either in addition
to or instead of that directors remuneration under article 11.6(a) or
11.7.(i)
    
    The company may pay a retirement benefit to a director pursuant to, or in
connection with, the terms and conditions of the Non-Executive Directors
Retirement Allowance Scheme approved by members at the 1997 Annual General
Meeting of the company.(j)
    
    The company may pay the premium in respect of any contract of insurance
which insures a person who is or has been a director (including the
managing director or an executive director) against a liability incurred
by the person as a director, except in circumstances prohibited by the
Corporations Act.11.7
    
    Remuneration of managing director and executive directors The remuneration of the managing director and any executive director shall from
time to time be fixed by the directors and may be by way of salary, commission,
participation in profits or other benefits or by all or any of these modes but
shall not be by way of a commission on, or a percentage of, revenue, turnover,
asset levels or asset growth.  11.8
    
    Directors interest(a)
    
    The directors may make regulations requiring the disclosure of interests
that a director, and any person deemed by the directors to be related to
or associated with the director, may have in any matter concerning the
company or a related body corporate. Any regulations made under this
constitution bind all directors.(b)
    
    No act, transaction, agreement, instrument, resolution or other thing is
invalid or voidable only because a person fails to comply with any
regulation made under article 11.8(a).(c)
    
    Subject to the Corporations Act, no director shall be disqualified by his
or her office from holding any office or place of profit (other than that
of auditor) under the company and any director may be or become a director
of or otherwise hold office or a place of profit in any other body
corporate in which the company may be interested as shareholder or
otherwise.(d)
    
    Subject to the Corporations Act, any director may contract or make any
arrangement with the company whether as vendor, purchaser, broker,
solicitor or accountant or other professional person or otherwise. Any
contract or arrangement entered or to be entered 34




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##### 



into by or on behalf of the company in which any director shall be in any
way interested shall not be avoided for that reason.(e)
    
    Any director:  (i)
    
    holding any office or place of profit under the company;(ii)
    
    being a director of or otherwise holding office or a place of
profit in any other body corporate in which the company may be
interested as shareholder or otherwise; or(iii)
    
    contracting or arranging with the company as set out in article
11.8(d),  shall not by reason only of any of those facts or any interest resulting
from them or the fiduciary relationship thereby established be liable to
account to the company for any remuneration or other benefits so accruing.(f)
    
    Each director must disclose to the board any material contract in which
he or she is interested (including a contract of the type referred to in
article 11.8(d)), and must provide the board with the names of the parties
to the contract, particulars of the contract, and the directors interest
in the contract. The secretary shall record any such disclosure in the
minutes of the relevant meeting. A directors failure to make disclosure
under this article does not render void or voidable a contract in which he
or she has an interest.(g)
    
    Unless permitted by the Corporations Act, a director who has a material
personal interest (other than an interest which he or she has as a member
in common with the other members) in a matter that is to be considered at
a meeting of directors:  (i)
    
    must not vote on the matter or be present while the matter is
being considered at the meeting; and(ii)
    
    shall not be counted in a quorum in relation to that matter.  (h)
    
    Subject to the listing rules, article 11.8(g) does not apply if the
directors have at any time passed a resolution that:  (i)
    
    specifies the director, the interest and the matter; and(ii)
    
    states that the directors voting for the resolution are satisfied
that the interest should not disqualify the director from considering
or voting on the matter.  (i)
    
    Notwithstanding article 13.2(a), the quorum for consideration at a
meeting of directors of a matter in which one or more directors have a
material personal interest is two directors who are entitled to vote on
any motion that may be moved at the meeting in relation to that matter.(j)
    
    The directors may exercise the voting rights given by shares in any
corporation held or owned by the company in any way the directors decide.
This includes voting for any resolution appointing a director as a
director or other officer of that corporation or voting for the payment of
remuneration to the directors or other officers of that corporation. A
director may, if the law permits, vote for the exercise of those voting
rights even though he or she is, or may be about to be appointed, a
director or other officer of that other corporation and, in that capacity,
may be interested in the exercise of those voting rights.(k)
    
    Subject to the Corporations Act, a director, or a directors firm, may
act in a professional capacity (other than as auditor) for the company and
he or she or the firm shall be entitled to remuneration for professional
services as if he or she were not a director. 35




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(l)
    
    A director may, notwithstanding his or her interest, and whether or not
he or she is entitled to vote or does vote, participate in the execution
of any instrument by or on behalf of the company and whether by signing or
sealing the same or otherwise.11.9
    
    Vacation of office of director In addition to the circumstances in which the office of a director becomes
vacant by virtue of the Corporations Act or this constitution, the office of a
director becomes vacant if the director:  (a)
    
    becomes of unsound mind or a person whose person or estate is liable to
be dealt with in any way under the law relating to mental health;(b)
    
    resigns his or her office by notice in writing to the company;(c)
    
    is absent without the consent of the directors from meetings of the
directors held during a period of 6 months unless the directors resolve
that his or her office shall not be vacated;(d)
    
    becomes an insolvent under administration;(e)
    
    is directly or indirectly interested in any contract or proposed contract
with the company and fails to declare the nature of his or her interest,
and the directors resolve that his or her office shall be vacated;(f)
    
    becomes prohibited from being a director pursuant to the Corporations Act
or an order made pursuant to the Corporations Act; or(g)
    
    being the managing director or an executive director, is dismissed or
removed from that office under this constitution.12.
    
    POWERS AND DUTIES OF DIRECTORS12.1
    
    Directors to manage company(a)
    
    The business of the company shall be managed by or under the direction of
the directors, who may exercise all such powers of the company as are not,
by the Corporations Act or this constitution, required to be exercised by
the company in general meeting.(b)
    
    Without limiting the generality of article 12.1(a), the directors may
exercise all the powers of the company to borrow or raise money, to charge
any property or business of the company or any of its uncalled capital and
to issue debentures or give any other security for a debt, liability or
obligation of the company or of any other person.(c)
    
    The company in general meeting may not invalidate any prior act of the
directors which would otherwise have been valid.(d)
    
    Debentures or other securities may be issued on the terms and at prices
decided by the directors, including bearing interest or not, with rights
to subscribe for, or exchange into, shares or other securities in the
company or a related body corporate or with special privileges as to
redemption, participating in share issues, attending and voting at general
meetings and appointing directors.(e)
    
    The directors may decide how cheques, promissory notes, bankers drafts,
bills of exchange or other negotiable instruments must be signed, drawn,
accepted, endorsed or otherwise executed, as applicable, by or on behalf
of the company.(f)
    
    Nothing in articles 12.1,12.2 or 12.3 limits the general nature of
article 12.1(a). 36




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12.2
    
    Powers of managing director and executive directors(a)
    
    The directors may, upon such terms and conditions and with such
restrictions as they think fit, confer upon the managing director any of
the powers exercisable by them.(b)
    
    Any powers so conferred may be concurrent with, or to the exclusion of,
the powers of the directors.(c)
    
    The directors may at any time withdraw or vary any of the powers so
conferred on the managing director.(d)
    
    The managing director may, either generally or as otherwise provided by
the instrument of delegation, by instrument in writing, delegate to an
executive director or other officer of the company any of the powers and
functions exercisable by the managing director, other than this power of
delegation.(e)
    
    A power or function so delegated, when exercised by the delegate, shall
be deemed to have been exercised or performed by the managing director.(f)
    
    A delegation does not prevent exercise of a power or function by the
managing director.12.3
    
    Appointment of attorney(a)
    
    The directors may, by power of attorney, appoint any person or persons to
be the attorney or attorneys of the company for such purposes, with such
powers, authorities and discretions (being powers, authorities and
discretions vested in or exercisable by the directors), for such period
and subject to such conditions as they think fit.(b)
    
    Any such power of attorney may contain such provisions for the protection
and convenience of persons dealing with the attorney as the directors
think fit and may also authorise the attorney to delegate all or any of
the powers, authorities and discretions vested in him or her.13.
    
    PROCEEDINGS OF DIRECTORS13.1
    
    Directors meetings(a)
    
    The directors may meet together for the dispatch of business and adjourn
and otherwise regulate their meetings as they think fit.(b)
    
    A director may at any time, and the secretary shall on the requisition of
a director, convene a meeting of the directors. Notice of every
directors meeting and of every adjourned meeting shall be given to every
director and to the secretary.(c)
    
    Without limiting the discretion of the directors to regulate their
meetings under article 13.1(c), the directors may, if they think fit,
confer by radio, telephone, closed circuit television or other electronic
means of audio or audio-visual communication and a resolution passed by
such a conference shall (provided that the directors in attendance can
hear and be heard by each other and, notwithstanding that the directors
are not present together in one place at the time of the conference) be
deemed to have been passed at a meeting of the directors held on the day
on which and at the time at which the conference was held (being the time
in the Australian Capital Territory if the directors in attendance are in
different time zones). The provisions of this constitution relating to
proceedings of directors apply so far as they are capable of application
and mutatis mutandis to such conferences.(d)
    
    A director taking part in a meeting by telephone or other electronic
means is to be taken to be present in person at the meeting. 37




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(e)
    
    If, before or during the meeting, any technical difficulty occurs whereby
one or more directors cease to participate, the chairman may adjourn the
meeting until the difficulty is remedied or may, where a quorum of
directors remains present, continue with the meeting.13.2
    
    Quorum for directors meeting(a)
    
    At a meeting of directors, no business shall be transacted unless a
quorum is present. The number of directors whose presence is necessary to
constitute a quorum is one half of the total number of directors for the
time being in office (rounded upwards if not a whole number) or three,
whichever is greater.(b)
    
    In the event of a vacancy or vacancies in the office of a director or
directors, the remaining directors may act; but if the number of remaining
directors is not sufficient to constitute a quorum at a meeting of
directors, they may act only in an emergency or for the purpose of
increasing the number of directors to a number sufficient to constitute
such a quorum or of convening a general meeting of the company.13.3
    
    Chairman and deputy chairman of directors(a)
    
    The majority of all the directors in office shall elect one of their
number as chairman of directors and determine the period for which he or
she is to hold office. The managing director and executive directors for
the time being shall not be eligible to be elected as chairman. A chairman
of directors may be removed by a majority of all the directors for the
time being in office. The chairman of directors shall act as chairman at
meetings of directors.(b)
    
    The directors may elect one of their number as deputy chairman to act as
chairman if the chairman of directors is absent or unwilling or unable to
act as chairman or if there is a vacancy in the office of chairman of
directors. The provisions of article 13.3(a) as to eligibility for
appointment, duration of appointment and removal apply also to the
position of deputy chairman.(c)
    
    Where at a meeting of directors, the chairman or deputy chairman is not
present within 10 minutes after the time appointed for the holding of the
meeting or is unable or unwilling to act, the directors present shall
elect one of their number to be chairman of the meeting.13.4
    
    Questions decided by majority(a)
    
    Subject to this constitution, questions arising at a meeting of directors
shall be decided by a majority of votes of directors present and voting
and any such decision shall for all purposes be deemed a decision of the
directors.(b)
    
    In the event of there being an equality of votes, the chairman of the
meeting, in addition to his or her deliberative vote, shall have a casting
vote.13.5
    
    Directors committees(a)
    
    The directors may delegate any of their powers to a committee or
committees consisting of at least two of their number and such other
persons as they think fit.(b)
    
    A committee to which the powers have been so delegated shall exercise the
powers delegated in accordance with any directions of the directors and a
power so exercised shall be deemed to have been exercised by the
directors.(c)
    
    The members of such a committee may elect one of their number as chairman
of their meetings.(d)
    
    Where such a meeting is held and: 38




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(i)
    
    a chairman has not been elected as provided by article 13.5(c);
or(ii)
    
    the chairman is not present within 10 minutes after the time
appointed for the holding of the meeting or is unable or unwilling to
act,  the members of the committee present may elect one of their number to be
chairman of the meeting.(e)
    
    A committee may meet and adjourn as it thinks proper.(f)
    
    The chairman of any meeting of a committee shall arrange for minutes of
the meeting to be taken and kept.(g)
    
    Questions arising at a meeting of a committee shall be determined by a
majority of votes of the members of the committee present and voting.(h)
    
    In the event of there being an equality of votes, the chairman, in
addition to his or her deliberative vote, shall have a casting vote.(i)
    
    Articles 13.1(c), 13.1(d) and 13.1(e) shall apply to meetings of
directors committees as if all members of the committee were directors.(j)
    
    The presence of one half of the members of the committee (rounded upwards
if not a whole number), of whom one must be a director, is necessary to
constitute a quorum. No business may be transacted unless a quorum is
present.(k)
    
    The provisions of article 13.7 relating to a written resolution by
directors apply so far as they are capable of application and with such
changes as are necessary to directors committees as if all the members of
a committee were directors.(l)
    
    Membership of a committee of directors may, if the directors so resolve,
be treated as an extra service or special exertion performed by the
directors for the purposes of article 11.6(e).13.6
    
    Delegation to a director(a)
    
    The directors may delegate any of their powers to one director.(b)
    
    A director to whom any powers have been so delegated must exercise the
powers delegated in accordance with any directions of the directors.(c)
    
    The acceptance of a delegation of powers by a director may, if the
directors so resolve, be treated as an extra service or special exertion
performed by the delegate for the purposes of article 11.6(e).13.7
    
    Written resolution by directors(a)
    
    If all the directors have signed, or consented to, a document containing
a statement that they are in favour of a resolution of the directors in
terms set out in the document, a resolution in those terms shall be deemed
to have been passed at a meeting of the directors held on the day and at
the time at which the document was last signed or consented to by a
director and, where a document is so signed or consented to, the document
shall be deemed to constitute a minute of that meeting and shall be
recorded by the secretary in the minute book.(b)
    
    For the purposes of article 13.7(a), two or more separate documents
containing statements in identical terms each of which is signed by one or
more directors shall together be deemed to constitute one document
containing a statement in those terms signed by those directors on the
respective days on which they signed the separate documents.(c)
    
    A reference in article 13.7(a) to all the directors does not include a
reference to: 39




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(i)
    
    a director who, at a meeting of directors, would not be entitled
to vote on the resolution;(ii)
    
    a director who disqualifies himself or herself from considering
the resolution in question; and(iii)
    
    any director on leave of absence approved by the directors.  (d)
    
    For the purposes of article 13.7(a) and 13.7(b):  (i)
    
    a statement sent electronically by a director to an agreed
electronic address that he or she is in favour of a specified
resolution shall be taken to be a document containing that statement
and duly signed by the director. Such document shall be taken to have
been signed by the director at the time of its receipt at the agreed
electronic address; and(ii)
    
    a director may consent to a resolution by telephoning the
secretary or the chairman and signifying assent to the resolution and
clearly identifying its terms.  13.8
    
    Validity of acts of directors All acts done by any meeting of the directors or of a committee of directors or
by any person acting as a director are, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of a person to be a
director or a member of the committee, or to act as a director, or that a
person so appointed was disqualified, or that proper notice had not been given,
as valid as if the person had been duly appointed and was qualified to be a
director or to be a member of the committee or proper notice had been given, as
the case may be.  14.
    
    SECRETARY14.1
    
    Appointment and removal of secretary There shall be at least one secretary of the company who shall be appointed by
the directors for such term, at such remuneration and upon such conditions as
they think fit. The directors shall have power to suspend or remove a
secretary.  14.2
    
    Powers and duties of secretary(a)
    
    The secretary shall keep minutes of the proceedings at all general
meetings and all directors meetings of the company.(b)
    
    The directors may vest in a secretary such other powers, duties and
authorities as they may from time to time determine and the secretary
shall exercise all such powers, duties and authorities subject at all
times to the control of the directors.15.
    
    COMMON SEAL AND CERTIFICATE SEAL15.1
    
    Custody of seals The directors shall provide for the safe custody of the seals. 40




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15.2
    
    Use of common seal Without limiting the ways in which the company can execute documents in
accordance with the Corporations Act, if the company has a common seal the
directors may determine whatever procedures they consider appropriate for the
use of the seal and until the directors determine otherwise the common seal
shall only be used by the authority of the directors or of a committee of
directors authorised by the directors in that behalf and every instrument to
which the common seal is affixed shall be signed by two people being:  (a)
    
    two directors;(b)
    
    a director and a secretary;(c)
    
    a director and a person authorised by the board for the purpose (an
authorised person);(d)
    
    a secretary and an authorised person; or(e)
    
    two authorised persons.15.3
    
    Use of certificate seal(a)
    
    The company may have a duplicate seal known as the certificate seal which
shall be a facsimile of the common seal of the company and a document
issued under such certificate seal shall be deemed to be sealed with the
common seal.(b)
    
    The certificate seal may be affixed to any document by mechanical means
unless the directors determine otherwise. Any document to which the
certificate seal is affixed may show facsimile signatures of persons
entitled to witness the affixing of the common seal.(c)
    
    The only documents on which the certificate seal may be used shall be
share or stock unit certificates, debentures or certificates of debenture
stock, secured or unsecured notes, option certificates and any other
documents evidencing any options or rights to take up any shares in or
debenture stock or debentures or notes of the company.15.4
    
    Seal register(a)
    
    The company must, for so long as it has a seal, keep a seal register and,
on affixing the seal to any document (except a certificate for securities
of the company), must enter in the register particulars of the document,
giving in each case a short description of the document.(b)
    
    Failure to comply with paragraph (a) does not invalidate any document to
which the seal is properly affixed.16.
    
    DIVIDENDS AND RESERVES16.1
    
    Dividends(a)
    
    The directors may by resolution either:  (i)
    
    declare a dividend and may fix the amount, the time for and
method of payment of any dividend; or(ii)
    
    determine a dividend is payable and may fix the amount, the time
for and method of payment of any dividend.  (b)
    
    The directors may pay such interim dividends as in their judgement and
subject to law the position of the company justifies. 41




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##### 



(c)
    
    The declaration of a dividend or a resolution to pay a dividend does not
require confirmation at a general meeting.  16.2
    
    Amend resolution to pay dividend The directors may rescind a decision to pay a dividend under article
16.1(a)(ii) or article 16.1(b) if they decide, before the payment date, that
the companys financial position no longer justifies the payment.  16.3
    
    Reserves and profits carried forward(a)
    
    The directors may, before declaring any dividend or resolving to pay any
dividend, set aside out of the profits of the company such sums as they
think proper as reserves, to be applied, at the discretion of the
directors, for any purpose for which the profits of the company may be
properly applied.(b)
    
    Pending any such application, the reserves may, at the discretion of the
directors, be used in the business of the company or be invested in such
investments as the directors think fit.(c)
    
    The directors may carry forward so much of the profits remaining as they
consider ought not to be distributed as dividends without transferring
those profits to a reserve.16.4
    
    Calculation and apportionment of dividends(a)
    
    Subject to the rights of persons (if any) entitled to shares with special
rights as to dividend all shares shall carry equal dividend entitlements
except:  (i)
    
    to the extent that those entitlements may be defined or
restricted by the terms on which the shares are issued by the
directors; or(ii)
    
    in the case of a partly paid share - a partly paid share confers
an entitlement only to the proportion of the dividend which the amount
paid on the share is to the issue price of the share. For the purposes
of this article 16.4(a)(ii), unless the directors decide otherwise, an
amount paid on a share in advance of a call is to be taken as not
having been paid until it becomes payable.  (b)
    
    If any share is issued on terms providing that it will rank for dividend
as from a particular date, that share ranks for dividend accordingly.(c)
    
    Subject to the ASTC settlement rules, the directors may fix a record date
for a dividend, with or without suspending the registration of transfers
from that date under article 7.4.16.5
    
    Payment of dividends(a)
    
    The directors may deduct from any dividend payable to a member all sums
of money (if any) presently payable by him or her to the company in
relation to shares.(b)
    
    The directors may decide the manner and means of the payment of any
dividend or other amount in respect of a share. Without limiting any other
method of payment the company may adopt, any dividend, interest or other
money payable in cash in respect of shares may be paid by such electronic
or other means approved by the directors directly to an account nominated
in writing by the holder or joint holders or by cheque sent through the
post directed:  (i)
    
    to the registered address of the holder or, in the case of joint
holders, to the registered address of the joint holder first named in
the register; or(ii)
    
    to such other address as the holder or joint holders in writing
directs or direct. 42




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##### 



Any payment made under article 16.5(b) is made at the members risk.(c)
    
    Any one of two or more joint holders may give effectual receipts for any
dividends, interest or other money payable in respect of the shares held
by them as joint holders.(d)
    
    Interest is not payable by the company in respect of any dividend.(e)
    
    If the directors decide to make a payment by electronic or other means
approved by the directors under article 16.5(b) and an account is not
nominated by the holder or joint holders, the company may hold the amount
payable in a separate account of the company until the holder or joint
holders nominate an account, without any obligation to pay interest, and
the amount so held is to be treated as having been paid to the holder or
joint holder at the time it is credited to that account.(f)
    
    All dividends declared or payable but unclaimed may be invested by the
directors as they think fit for the benefit of the company until claimed
or until required to be dealt with in accordance with any law relating to
unclaimed moneys.16.6
    
    Distribution of specific assets(a)
    
    When declaring a dividend or resolving to pay a dividend, the directors
may:  (i)
    
    direct payment of the dividend wholly or partly by the
distribution of specific assets, including paid-up shares or other
securities of the company or of another body corporate, either
generally or to specific members; and(ii)
    
    unless prevented by the listing rules, direct payment of the
dividend to particular members wholly or partly out of any particular
fund or reserve or out of profits derived from any particular source,
and to the other members wholly or partly out of any other particular
fund or reserve or out of profits derived from any other particular
source.  (b)
    
    Where a difficulty arises in regard to such a distribution, the directors
may settle the matter as they consider expedient and fix the value for
distribution of the specific assets or any part of those assets and may
determine that cash payments will be made to any members on the basis of
the value so fixed in order to adjust the rights of all parties, and may
vest any such specific assets in trustees as the directors consider
expedient.16.7
    
    Share investment plan The directors may:  (a)
    
    establish a share investment plan on terms they decide, under which:  (i)
    
    the whole or any part of any dividend or interest due to members
or holders of any convertible securities of the company who
participate in the plan on their shares or any class of shares or any
convertible securities; or(ii)
    
    any other amount payable to members,  may be applied in subscribing for or purchasing securities of the company
or of a related body corporate; and(b)
    
    amend, suspend or terminate a share investment plan.16.8
    
    Dividend selection plans The directors may: 43




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(a)
    
    implement a dividend selection plan on terms they decide, under which
participants may choose:  (i)
    
    to receive a dividend from the company paid wholly or partly out
of any particular fund or reserve or out of profits derived from any
particular source; or(ii)
    
    to forego a dividend from the company in place of some other form
of distribution from the company or another body corporate or a trust;
and  (b)
    
    amend, suspend or terminate a dividend selection plan.16.9
    
    Capitalisation of reserves and profits(a)
    
    Subject to the listing rules, any rights or restrictions attached to any
shares or class of shares and any special resolution of the company, the
directors may resolve to capitalise any sum, being the whole or a part of
the amount for the time being standing to the credit of any reserve
account or the profit and loss account or otherwise available for
distribution to members, and resolve that that sum be applied for the
benefit of members in the proportions to which those members would have
been entitled in a distribution of that sum by way of dividend.(b)
    
    A sum may be applied for the benefit of members under article 16.9(a):  (i)
    
    in paying up any amounts unpaid on shares or other securities
held by members;(ii)
    
    in paying up in full unissued shares, debentures or other
securities to be issued to members as fully paid; or(iii)
    
    partly as mentioned in paragraph 16.9(b)(i) and partly as
mentioned in paragraph 16.9(b)(ii).  The members entitled to share in the distribution must accept that
application in full satisfaction of their interest in the capitalised
amount.(c)
    
    Articles 16.4(a), 16.4(c) and 16.5(d) apply, so far as they can and with
any necessary changes, to capitalising an amount under this article 16.9
as if references in those articles to:  (i)
    
    a dividend were references to capitalising an amount; and(ii)
    
    a record date were references to the date the directors resolve
to capitalise the amount under article 16.9.16.10
    
    Ancillary powers (a)
    
    The directors shall do all things necessary to give effect to a
resolution referred to in articles 16.6(a)(i), 16.7, 16.8, 16.9(a) or
2.2(b) and in particular, to the extent necessary to adjust the rights of
the members among themselves, may:  (i)
    
    settle as they think expedient any difficulty that arises in
making the distribution or capitalisation and, in particular:  (A)
    
    issue fractional certificates or make cash payments
in cases where shares, debentures or other securities become
issuable in fractions; and(B)
    
    decide that amounts or fractions of less than a
particular value decided by the directors may be disregarded in
order to adjust the rights of all parties. 44




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(ii)
    
    fix the value for distribution of any specific assets;(iii)
    
    pay cash or issue shares or other securities to any member in
order to adjust the rights of all parties;(iv)
    
    vest any of those specific asset, cash, shares or other
securities in a trustee on trust for the persons entitled to the
dividend or capitalised amount; and(v)
    
    authorise any person to make, on behalf of all the members
entitled to any further shares, debentures or other securities as a
result of the distribution or capitalisation, an agreement with the
company or another body corporate providing for the issue to them,
credited as fully paid up, of any such further shares, debentures or
other securities or for the payment up by the company on their behalf
of the amounts or any part of the amounts remaining unpaid on their
existing shares or other securities by the application of their
respective proportions of the sum resolved to be capitalised. Any
agreement made under an authority referred to in article 16.10(a)(v)
is effective and binding on all the members concerned.  (b)
    
    If the company distributes to members (either generally or to specific
members) securities in the company or in another body corporate or trust
(whether as a dividend or otherwise and whether or not for value), each of
those members shall be deemed to have appointed the company secretary as
his or her agent to do anything needed to give effect to that
distribution, including agreeing to become a members of that other body
corporate.17.
    
    NOTICES17.1
    
    Giving of notices(a)
    
    Without limiting any other way in which notice may be given to a member
under this constitution, the Corporations Act or the listing rules, a
notice may be given to any member or to any other person entitled to
notice:  (i)
    
    personally; or(ii)
    
    by sending it by post to the members registered address or the
alternative address (if any) nominated by the member;(iii)
    
    by sending it to the electronic address (if any) nominated by
the member;(iv)
    
    by notifying the member of the notices availability by an
electronic means nominated by the member for that purpose;(v)
    
    in such other manner permitted by the Corporations Act as the
directors may determine in their discretion.  In the case of overseas members or other persons, documents, if sent by
post, shall be forwarded by air.(b)
    
    Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying, and posting a letter
containing the notice, and to have been effected, in the case of a notice
of a meeting, on the day after the date of its posting and, in any other
case, at the time at which the letter would be delivered in the ordinary
course of post. A notice of meeting sent by facsimile or other electronic
means, or given to a member by notifying the member of its availability by
an electronic means nominated by 45




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the member for that purpose, is taken to be given on the business day
after it is sent or the member is notified that the notice of meeting is
available.(c)
    
    A notice may be given by the company to the joint holders of a share by
giving the notice to the joint holder first named in the register in
respect of the share.(d)
    
    A notice may be given by the company to a person entitled to a share in
consequence of the death, bankruptcy or unsoundness of mind of a member by
serving it on him or her personally or by sending it to him or her by post
addressed to him or her by name, or by the title of representative of the
deceased or assignee of the bankrupt or committee or trustee of the member
of unsound mind, or by any like description, at the address (if any)
supplied for the purpose by the person or, if such an address has not been
supplied, at the address to which the notice might have been sent if the
death, bankruptcy or unsoundness of mind had not occurred.(e)
    
    Every person who by operation of law, transfer or other means becomes
entitled to any share shall be bound by every notice given in accordance
with this article to the person from whom he or she derives his or her
title prior to registration of his or her title in the register.(f)
    
    A signature to any notice given by the company to a member under this
article may be printed, affixed or produced by some mechanical, electronic
or other means.(g)
    
    Where a member does not have a registered address or where the company
believes that member is not known at the members registered address, all
notices are taken to be:  (i)
    
    given to the member if the notice is exhibited in the companys
registered office for a period of 48 hours; and(ii)
    
    served at the commencement of that period, unless
and until the member informs the company of the members address.  17.2
    
    Other communications and documents Article 17.1 applies, so far as it can and with any necessary changes to
sending any communication or document.  17.3
    
    Written notices A reference in this constitution to a written notice includes a notice given by
fax or other electronic means or made available for access by electronic means.  17.4
    
    Deemed service If a member has elected to not receive, or due to an accidental or erroneous
omission or circumstances beyond the companys control does not receive, a
notice, document or other communication from the company, the member will
nevertheless, be deemed to have received, and to be aware of the information
contained in, the notice, document or other communication.  18.
    
    INSPECTION OF RECORDS  18.1
    
    Inspection by members  (a)
    
    Except as otherwise required by the Corporations Act, the directors shall
determine whether and to what extent, and at what times and places and
under what conditions, the 46




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accounting records and other documents of the company or any of them will
be open to the inspection of members other than directors, and a member
other than a director does not have the right to inspect any document of
the company except as provided by law or authorised by the directors or by
the company in general meeting.(b)
    
    The company may enter into contracts with its directors or former
directors agreeing to provide continuing access for a specified period
after the director ceases to be a director to board papers, books, records
and documents of the company which relate to the period during which the
director or former director was a director on such terms and conditions as
the directors think fit and which are not inconsistent with this article
18.(c)
    
    The company may procure that its subsidiaries provide similar access to
board papers, books, records or documents as that set out in articles
18.1(a) and 18.1(b)(d)
    
    This article 18 does not limit any right the directors or former
directors otherwise have.18.2
    
    Members not entitled to discovery No member shall be entitled to require discovery of or any information
respecting any detail of the companys trading, or any matter which is or may
be in the nature of a trade secret or secret process which may relate to the
conduct of the business of the company if, in the opinion of the directors, it
would be contrary to the interests of the members to communicate such
information.  19.
    
    INDEMNITY19.1
    
    Persons to whom articles 19.2 and 19.4 apply Articles 19.2 and 19.4 apply:  (a)
    
    to each person who is or has been a director, secretary or senior manager
of the company; and(b)
    
    to such other officers, employees, former officers or former employees of
the company or of its related bodies corporate as the directors in each
case determine, (each an Officer for the purposes of this article).  19.2
    
    Indemnity The company must indemnify each Officer on a full indemnity basis and to the
full extent permitted by law against all losses, liabilities, costs, charges
and expenses (Liabilities) incurred by the Officer as an officer of the
company or of a related body corporate.  19.3
    
    Extent of indemnity The indemnity in article 19.2:  (a)
    
    is enforceable without the Officer having to first incur any expense or
make any payment;(b)
    
    is a continuing obligation and is enforceable by the Officer even though
the Officer may have ceased to be an officer of the company or its related
bodies corporate; and(c)
    
    applies to Liabilities incurred both before and after the adoption of
this constitution.19.4
    
    Insurance The company may, to the extent permitted by law: 47




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##### 



(a)
    
    purchase and maintain insurance; or(b)
    
    pay or agree to pay a premium for insurance, for each Officer against any Liability incurred by the Officer as an officer of
the company or of a related body corporate including, but not limited to, a
liability for negligence or for reasonable costs and expenses incurred in
defending proceedings, whether civil or criminal and whatever their outcome.  19.5
    
    Savings Nothing in article 19.2 or 19.4:  (a)
    
    affects any other right or remedy that a person to whom those articles
apply may have in respect of any Liability referred to in those articles;(b)
    
    limits the capacity of the company to indemnify or provide or pay for
insurance for any person to whom those articles do not apply; or(c)
    
    limits or diminishes the terms of any indemnity conferred or agreement to
indemnify entered into prior to the adoption of this constitution.19.6
    
    Deed The company may enter into a deed with any Officer or a deed poll to give
effect to the rights conferred by or under this article 19 or the exercise of a
discretion under this article 19 on such terms as the directors think fit which
are not inconsistent with this article 19.  20.
    
    WINDING UP(a)
    
    If the company is wound up, the liquidator may, with the sanction of a
special resolution, divide among the members in kind the whole or any part
of the property of the company and may for that purpose set such value as
he or she considers fair upon any property to be so divided and may
determine how the division is to be carried out as between the members or
different classes of members.(b)
    
    The liquidator may, with the sanction of a special resolution, vest the
whole or any part of any such property in trustees upon such trusts for
the benefit of the contributories as the liquidator thinks fit, but so
that no member is compelled to accept any shares or other securities in
respect of which there is any liability.21.
    
    RESTRICTED SECURITIES Notwithstanding any other provision of this constitution but subject to the
ASTC settlement rules, at all times while the company is admitted to the
official list:  (a)
    
    the company shall refuse to acknowledge, deal with, accept or register
any sale, assignment or transfer of restricted securities which is or
might be in breach of the listing rules or any escrow agreement entered
into by the company under the listing rules in relation to the restricted
securities;(b)
    
    in the event of a breach of any escrow agreement entered into by the
company under the listing rules in relation to shares which are classified
under the listing rules or by the Exchange as restricted securities, the
member holding the shares in question shall cease to be entitled to any
dividends and to any voting rights in respect of those shares for so long
as the breach subsists; and 48




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##### 



(c)
    
    on a winding up of the company, the holders of shares which are
classified under the listing rules or by the Exchange as restricted
securities and which are subject to escrow restrictions at the
commencement of the winding up shall rank on a return of capital behind
all other shares in the company. 49