**Exhibit 1**

 

Australiaand New Zealand Banking Group Limited

 

 

 

 

**Constitution**

 

 

Constitutionincorporating amendments effective at 16 December 2005

 

 

Australia and New Zealand Banking Group Limited

ACN 005 357 522

 

100 Queen Street

Melbourne Victoria 3000 Australia

Telephone (61 3) 9273 5555 Facsimile (61 3) 9273 6142

www.anz.com

 

----

 

**CONTENTS**

 
| **1.** | **PRELIMINARY**                            | **1**                                      |
|--------|--------------------------------------------|--------------------------------------------|
|   |                                       |                                       |   |
|   | 1.1                                        | Replaceable rules                          | 1 |
|   |                                       |                                       |   |
|   | 1.2                                        | Definitions                                | 1 |
|   |                                       |                                       |   |
|   | 1.3                                        | Interpretation of this document            | 3 |
|   |                                       |                                       |   |
| **2.** | **LISTING RULES AND THE CORPORATIONS ACT** | **4**                                      |
|   |                                       |                                       |   |
| **3.** | **DIRECTORS**                              | **4**                                      |
|   |                                       |                                       |   |
|   | 3.1                                        | Number of Directors                        | 4 |
|   |                                       |                                       |   |
|   | 3.2                                        | Appointment by the Board                   | 4 |
|   |                                       |                                       |   |
|   | 3.3                                        | Election by general meeting                | 4 |
|   |                                       |                                       |   |
|   | 3.4                                        | Eligible candidates                        | 4 |
|   |                                       |                                       |   |
|   | 3.5                                        | Retirement of Directors                    | 5 |
|   |                                       |                                       |   |
|   | 3.6                                        | Selection of Directors to retire           | 5 |
|   |                                       |                                       |   |
|   | 3.7                                        | Time of retirement                         | 5 |
|   |                                       |                                       |   |
|   | 3.8                                        | Cessation of Director’s appointment   | 5 |
|   |                                       |                                       |   |
|   | 3.9                                        | Removal from office                        | 6 |
|   |                                       |                                       |   |
|   | 3.10                                       | Too few Directors                          | 6 |
|   |                                       |                                       |   |
| **4.** | **ALTERNATE DIRECTORS**                    | **6**                                      |
|   |                                       |                                       |   |
|   | 4.1                                        | Appointment of Alternates                  | 6 |
|   |                                       |                                       |   |
|   | 4.2                                        | Notice of Board meetings                   | 6 |
|   |                                       |                                       |   |
|   | 4.3                                        | Obligations and entitlements of Alternates | 6 |
|   |                                       |                                       |   |
|   | 4.4                                        | Termination of appointment                 | 7 |
|   |                                       |                                       |   |
|   | 4.5                                        | Appointments and revocations in writing    | 7 |
|   |                                       |                                       |   |
| **5.** | **POWERS OF THE BOARD**                    | **7**                                      |
|   |                                       |                                       |   |
|   | 5.1                                        | Powers generally                           | 7 |

 

----

 
|    | 5.2                                      | Exercise of powers                               | 7      |
|---------|------------------------------------------|--------------------------------------------------|--------|
|    |                                     |                                             |   |
|    | 5.3                                      | Sale of main undertaking                         | 8      |
|    |                                     |                                             |   |
| **6.**  | **EXECUTING NEGOTIABLE INSTRUMENTS**     | **8**                                            |
|    |                                     |                                             |   |
|    | 6.1                                      | Board’s powers                              | 8      |
|    |                                     |                                             |   |
|    | 6.2                                      | Delegation of powers                             | 8      |
|    |                                     |                                             |   |
| **7.**  | **MANAGING DIRECTOR**                    | **8**                                            |
|    |                                     |                                             |   |
|    | 7.1                                      | Appointment and power of Managing Director       | 8      |
|    |                                     |                                             |   |
|    | 7.2                                      | Retirement and removal of Managing Director      | 8      |
|    |                                     |                                             |   |
|    | 7.3                                      | Multiple Managing Directors                      | 8      |
|    |                                     |                                             |   |
|    | 7.4                                      | Termination of appointment of Managing  Director | 9      |
|    |                                     |                                             |   |
| **8.**  | **DELEGATION OF BOARD POWERS**           | **9**                                            |
|    |                                     |                                             |   |
|    | 8.1                                      | Delegation to committee or attorney              | 9      |
|    |                                     |                                             |   |
|    | 8.2                                      | Terms of delegation                              | 9      |
|    |                                     |                                             |   |
|    | 8.3                                      | Powers of attorney                               | 10     |
|    |                                     |                                             |   |
|    | 8.4                                      | Proceedings of committees                        | 10     |
|    |                                     |                                             |   |
| **9.**  | **DIRECTOR’S DUTIES AND INTERESTS** | **10**                                           |
|    |                                     |                                             |   |
|    | 9.1                                      | Scope of Directors’ duties                  | 10     |
|    |                                     |                                             |   |
|    | 9.2                                      | Declaration of interests                         | 10     |
|    |                                     |                                             |   |
|    | 9.3                                      | Director interested in a matter                  | 10     |
|    |                                     |                                             |   |
|    | 9.4                                      | Agreements with third parties                    | 11     |
|    |                                     |                                             |   |
|    | 9.5                                      | Obligation of secrecy                            | 11     |
|    |                                     |                                             |   |
| **10.** | **DIRECTORS’ REMUNERATION**         | **11**                                           |
|    |                                     |                                             |   |
|    | 10.1                                     | Remuneration of Executive Directors              | 11     |
|    |                                     |                                             |   |
|    | 10.2                                     | Remuneration of non-executive Directors          | 12     |
|    |                                     |                                             |   |
|    | 10.3                                     | Additional Remuneration for extra services       | 12     |
|    |                                     |                                             |   |
|    | 10.4                                     | Expenses of Directors                            | 12     |

 

ii

----

 
|    | 10.5                                       | Directors’ retirement benefits                   | 13     |
|---------|--------------------------------------------|-------------------------------------------------------|--------|
|    |                                       |                                                  |   |
| **11.** | **OFFICERS’ INDEMNITY AND INSURANCE** | **13**                                                |
|    |                                       |                                                  |   |
|    | 11.1                                       | Indemnity                                             | 13     |
|    |                                       |                                                  |   |
|    | 11.2                                       | Insurance                                             | 13     |
|    |                                       |                                                  |   |
|    | 11.3                                       | Former officers                                       | 14     |
|    |                                       |                                                  |   |
|    | 11.4                                       | Deeds                                                 | 14     |
|    |                                       |                                                  |   |
|    | 11.5                                       | No limitation on other rights                         | 14     |
|    |                                       |                                                  |   |
| **12.** | **BOARD MEETINGS**                         | **14**                                                |
|    |                                       |                                                  |   |
|    | 12.1                                       | Convening Board meetings                              | 14     |
|    |                                       |                                                  |   |
|    | 12.2                                       | Notice of Board meeting                               | 14     |
|    |                                       |                                                  |   |
|    | 12.3                                       | Use of technology                                     | 15     |
|    |                                       |                                                  |   |
|    | 12.4                                       | Chairing Board meetings                               | 15     |
|    |                                       |                                                  |   |
|    | 12.5                                       | Quorum                                                | 15     |
|    |                                       |                                                  |   |
|    | 12.6                                       | Majority decisions                                    | 15     |
|    |                                       |                                                  |   |
|    | 12.7                                       | Procedural rules                                      | 16     |
|    |                                       |                                                  |   |
|    | 12.8                                       | Written resolutions                                   | 16     |
|    |                                       |                                                  |   |
|    | 12.9                                       | Additional provisions concerning written  resolutions | 16     |
|    |                                       |                                                  |   |
|    | 12.10                                      | Valid proceedings                                     | 16     |
|    |                                       |                                                  |   |
| **13.** | **MEETINGS OF MEMBERS**                    | **17**                                                |
|    |                                       |                                                  |   |
|    | 13.1                                       | Annual general meeting                                | 17     |
|    |                                       |                                                  |   |
|    | 13.2                                       | Calling meetings of members                           | 17     |
|    |                                       |                                                  |   |
|    | 13.3                                       | Notice of meeting                                     | 17     |
|    |                                       |                                                  |   |
|    | 13.4                                       | Postponement or cancellation                          | 17     |
|    |                                       |                                                  |   |
|    | 13.5                                       | Content of notice of meeting                          | 17     |
|    |                                       |                                                  |   |
|    | 13.6                                       | Chairman’s powers at a meeting of members        | 18     |
|    |                                       |                                                  |   |
|    | 13.7                                       | Fresh notice                                          | 18     |

 

iii

----

 
|    |                                       |                                                                |   |
|---------|--------------------------------------------|---------------------------------------------------------------------|--------|
|    | 13.8                                       | Notice to joint holders of shares                                   | 18     |
|    |                                       |                                                                |   |
|    | 13.9                                       | Technology                                                          | 19     |
|    |                                       |                                                                |   |
|    | 13.10                                      | Admission to general meetings                                       | 19     |
|    |                                       |                                                                |   |
|    | 13.11                                      | Accidental omission                                                 | 19     |
|    |                                       |                                                                |   |
|    | 13.12                                      | Class meetings                                                 | 19     |
|    |                                       |                                                                |   |
| **14.** | **PROCEEDINGS AT MEETINGS OF MEMBERS**     | **20**                                                              |
|    |                                       |                                                                |   |
|    | 14.1                                       | Member present at meeting                                           | 20     |
|    |                                       |                                                                |   |
|    | 14.2                                       | Quorum                                                              | 20     |
|    |                                       |                                                                |   |
|    | 14.3                                       | Quorum not present                                                  | 20     |
|    |                                       |                                                                |   |
|    | 14.4                                       | Chairing meetings of members                                        | 20     |
|    |                                       |                                                                |   |
|    | 14.5                                       | Attendance at meetings of members                                   | 21     |
|    |                                       |                                                                |   |
|    | 14.6                                       | Members rights suspended while call unpaid                          | 21     |
|    |                                       |                                                                |   |
|    | 14.7                                       | Right of auditor to attend meetings                                 | 21     |
|    |                                       |                                                                |   |
|    | 14.8                                       | Adjournment                                                         | 21     |
|    |                                       |                                                                |   |
|    | 14.9                                       | Business at adjourned meetings                                      | 21     |
|    |                                       |                                                                |   |
| **15.** | **PROXIES, ATTORNEYS AND REPRESENTATIVES** | **21**                                                              |
|    |                                       |                                                                |   |
|    | 15.1                                       | Appointment of a proxy                                              | 21     |
|    |                                       |                                                                |   |
|    | 15.2                                       | Appointment of an attorney                                          | 22     |
|    |                                       |                                                                |   |
|    | 15.3                                       | Appointment of a corporate representative                           | 22     |
|    |                                       |                                                                |   |
|    | 15.4                                       | Deposit of proxy forms and powers of  attorney                      | 22     |
|    |                                       |                                                                |   |
|    | 15.5                                       | Evidence of proxy forms, powers of attorney  and other appointments | 22     |
|    |                                       |                                                                |   |
|    | 15.6                                       | Standing appointments                                               | 23     |
|    |                                       |                                                                |   |
|    | 15.7                                       | Suspension of proxy or attorney’s powers if  member present    | 23     |
|    |                                       |                                                                |   |
|    | 15.8                                       | Priority of conflicting appointments of  attorney or representative | 23     |
|    |                                       |                                                                |   |
|    | 15.9                                       | More than 2 current proxy appointments                              | 23     |
|    |                                       |                                                                |   |
|    | 15.10                                      | Continuing authority                                                | 24     |

 

iv

----

 
|    | 15.11                         | Joint holders                       | 24     |
|---------|-------------------------------|-------------------------------------|--------|
|    |                          |                                |   |
| **16.** | **ENTITLEMENT TO VOTE**       | **24**                              |
|    |                          |                                |   |
|    | 16.1                          | Determining voting entitlements     | 24     |
|    |                          |                                |   |
|    | 16.2                          | Number of votes                     | 24     |
|    |                          |                                |   |
|    | 16.3                          | No casting vote of chairman         | 25     |
|    |                          |                                |   |
|    | 16.4                          | Votes of joint holders              | 25     |
|    |                          |                                |   |
|    | 16.5                          | Votes of transmittees and guardians | 25     |
|    |                          |                                |   |
|    | 16.6                          | Voting restrictions                 | 25     |
|    |                          |                                |   |
|    | 16.7                          | Decision on right to vote           | 26     |
|    |                          |                                |   |
| **17.** | **HOW VOTING IS CARRIED OUT** | **26**                              |
|    |                          |                                |   |
|    | 17.1                          | Method of voting                    | 26     |
|    |                          |                                |   |
|    | 17.2                          | Demand for a poll                   | 26     |
|    |                          |                                |   |
|    | 17.3                          | When and how polls must be taken    | 26     |
|    |                          |                                |   |
|    | 17.4                          | Suspension of proceedings           | 27     |
|    |                          |                                |   |
| **18.** | **SECRETARY**                 | **27**                              |
|    |                          |                                |   |
|    | 18.1                          | Terms and conditions of office      | 27     |
|    |                          |                                |   |
|    | 18.2                          | Removal from office                 | 27     |
|    |                          |                                |   |
| **19.** | **MINUTES**                   | **27**                              |
|    |                          |                                |   |
|    | 19.1                          | Minutes must be kept                | 27     |
|    |                          |                                |   |
|    | 19.2                          | Minutes as evidence                 | 28     |
|    |                          |                                |   |
|    | 19.3                          | Inspection of minute books          | 28     |
|    |                          |                                |   |
| **20.** | **COMPANY SEALS**             | **28**                              |
|    |                          |                                |   |
|    | 20.1                          | Common seal                         | 28     |
|    |                          |                                |   |
|    | 20.2                          | Share seal                          | 28     |
|    |                          |                                |   |
|    | 20.3                          | Use of seals                        | 28     |
|    |                          |                                |   |
|    | 20.4                          | Fixing seals to documents           | 28     |

 

v

----

 
| **21.** | **ACCOUNTS AND AUDIT** | **28**                                      |
|---------|------------------------|---------------------------------------------|
|    |                   |                                        |   |
|    | 21.1                   | Company must keep accounts                  | 28 |
|    |                   |                                        |   |
|    | 21.2                   | Financial reporting                         | 29 |
|    |                   |                                        |   |
|    | 21.3                   | Audit                                       | 29 |
|    |                   |                                        |   |
|    | 21.4                   | Conclusive reports                          | 29 |
|    |                   |                                        |   |
|    | 21.5                   | Inspection of financial records and books   | 29 |
|    |                   |                                        |   |
| **22.** | **SHARES**             | **29**                                      |
|    |                   |                                        |   |
|    | 22.1                   | Issue at discretion of Board                | 29 |
|    |                   |                                        |   |
|    | 22.2                   | Preference and redeemable preference shares | 29 |
|    |                   |                                        |   |
|    | 22.3                   | Restrictions on issue                       | 30 |
|    |                   |                                        |   |
|    | 22.4                   | Brokerage and commissions                   | 30 |
|    |                   |                                        |   |
|    | 22.5                   | Surrender of shares                         | 30 |
|    |                   |                                        |   |
|    | 22.6                   | Variation of rights                         | 30 |
|    |                   |                                        |   |
| **23.** | **PREFERENCE SHARES**  | **31**                                      |
|    |                   |                                        |   |
|    | 23.1                   | Rights attaching to preference shares       | 31 |
|    |                   |                                        |   |
|    | 23.2                   | Dividend rights                             | 31 |
|    |                   |                                        |   |
|    | 23.3                   | Priority as to payment of dividends         | 31 |
|    |                   |                                        |   |
|    | 23.4                   | Notices and reports                         | 32 |
|    |                   |                                        |   |
|    | 23.5                   | Voting rights                               | 32 |
|    |                   |                                        |   |
|    | 23.6                   | Non-cumulative preference shares            | 33 |
|    |                   |                                        |   |
|    | 23.7                   | Redeemable preference shares                | 34 |
|    |                   |                                        |   |
|    | 23.8                   | Conversion                                  | 35 |
|    |                   |                                        |   |
|    | 23.9                   | Variation of rights                         | 35 |
|    |                   |                                        |   |
|    | 23.10                  | Priority in winding up                      | 35 |
|    |                   |                                        |   |
| **24.** | **CERTIFICATES**       | **35**                                      |
|    |                   |                                        |   |
|    | 24.1                   | Uncertificated securities                   | 35 |

 

vi

----

 
|    | 24.2                   | Certificated shares                             | 36     |
|---------|------------------------|-------------------------------------------------|--------|
|    |                   |                                            |   |
|    | 24.3                   | Multiple certificates and joint holders         | 36     |
|    |                   |                                            |   |
|    | 24.4                   | Lost and worn out certificates                  | 36     |
|    |                   |                                            |   |
| **25.** | **REGISTER**           | **36**                                          |
|    |                   |                                            |   |
|    | 25.1                   | Joint holders                                   | 36     |
|    |                   |                                            |   |
|    | 25.2                   | Non-beneficial holders                          | 36     |
|    |                   |                                            |   |
|    | 25.3                   | Branch register                                 | 37     |
|    |                   |                                            |   |
| **26.** | **PARTLY PAID SHARES** | **37**                                          |
|    |                   |                                            |   |
|    | 26.1                   | Fixed instalments                               | 37     |
|    |                   |                                            |   |
|    | 26.2                   | Pre-payment of calls                            | 37     |
|    |                   |                                            |   |
|    | 26.3                   | Calls made by Board                             | 37     |
|    |                   |                                            |   |
|    | 26.4                   | Notice of call                                  | 38     |
|    |                   |                                            |   |
|    | 26.5                   | Classes of shares                               | 38     |
|    |                   |                                            |   |
|    | 26.6                   | Obligation to pay calls                         | 38     |
|    |                   |                                            |   |
|    | 26.7                   | Called Amounts                                  | 38     |
|    |                   |                                            |   |
|    | 26.8                   | Proof of call                                   | 38     |
|    |                   |                                            |   |
|    | 26.9                   | Forfeiture notice                               | 38     |
|    |                   |                                            |   |
|    | 26.10                  | Forfeiture                                      | 39     |
|    |                   |                                            |   |
|    | 26.11                  | Disposal and re-issue of forfeited shares       | 39     |
|    |                   |                                            |   |
|    | 26.12                  | Notice of forfeiture                            | 39     |
|    |                   |                                            |   |
|    | 26.13                  | Cancellation, exemption or waiver of forfeiture | 39     |
|    |                   |                                            |   |
|    | 26.14                  | Effect of forfeiture                            | 40     |
|    |                   |                                            |   |
|    | 26.15                  | Application of proceeds                         | 40     |
|    |                   |                                            |   |
|    | 26.16                  | Title of new holder                             | 40     |
|    |                   |                                            |   |
|    | 26.17                  | Mortgage of uncalled capital                    | 40     |

 

vii

----

 
| **27.** | **COMPANY LIENS**      | **40**                                                                    |
|---------|------------------------|---------------------------------------------------------------------------|
|    |                   |                                                                      |   |
|    | 27.1                   | Existence of liens                                                        | 40 |
|    |                   |                                                                      |   |
|    | 27.2                   | Sale under lien                                                           | 41 |
|    |                   |                                                                      |   |
|    | 27.3                   | Protection of lien                                                        | 41 |
|    |                   |                                                                      |   |
|    | 27.4                   | Indemnity for payments required to be made  by the Company                | 41 |
|    |                   |                                                                      |   |
|    | 27.5                   | Exemption and waiver                                                      | 42 |
|    |                   |                                                                      |   |
| **28.** | **DIVIDENDS**          | **42**                                                                    |
|    |                   |                                                                      |   |
|    | 28.1                   | Accumulation of reserves                                                  | 42 |
|    |                   |                                                                      |   |
|    | 28.2                   | Dividends must be paid out of profits                                     | 42 |
|    |                   |                                                                      |   |
|    | 28.3                   | Payment of dividends                                                      | 42 |
|    |                   |                                                                      |   |
|    | 28.4                   | Amount of dividend                                                        | 43 |
|    |                   |                                                                      |   |
|    | 28.5                   | Prepayments, payments during dividend  period and credits without payment | 43 |
|    |                   |                                                                      |   |
|    | 28.6                   | Dividends in kind                                                         | 43 |
|    |                   |                                                                      |   |
|    | 28.7                   | Source of dividends                                                       | 44 |
|    |                   |                                                                      |   |
|    | 28.8                   | Method of payment                                                         | 44 |
|    |                   |                                                                      |   |
|    | 28.9                   | Joint holders’ receipt                                               | 44 |
|    |                   |                                                                      |   |
|    | 28.10                  | Retention of dividends by Company                                         | 44 |
|    |                   |                                                                      |   |
|    | 28.11                  | No interest on dividends                                                  | 44 |
|    |                   |                                                                      |   |
| **29.** | **SHARE PLANS**        | **45**                                                                    |
|    |                   |                                                                      |   |
|    | 29.1                   | Implementing share plans                                                  | 45 |
|    |                   |                                                                      |   |
|    | 29.2                   | Board obligations and discretions                                         | 45 |
|    |                   |                                                                      |   |
| **30.** | **TRANSFER OF SHARES** | **46**                                                                    |
|    |                   |                                                                      |   |
|    | 30.1                   | Mode of transfer                                                          | 46 |
|    |                   |                                                                      |   |
|    | 30.2                   | Market obligations                                                        | 46 |
|    |                   |                                                                      |   |
|    | 30.3                   | Transfer by written document                                              | 46 |
|    |                   |                                                                      |   |
|    | 30.4                   | Restricted securities                                                     | 46 |
|    |                   |                                                                      |   |
|    | 30.5                   | Refusal to register transfer                                              | 47 |

 

viii

----

 
|    | 30.6                            | Transferor remains holder until transfer  registered       | 47     |
|---------|---------------------------------|------------------------------------------------------------|--------|
|    |                            |                                                       |   |
|    | 30.7                            | Powers of attorney                                         | 47     |
|    |                            |                                                       |   |
| **31.** | **TRANSMISSION OF SHARES**      | **48**                                                     |
|    |                            |                                                       |   |
|    | 31.1                            | Death of joint holder                                      | 48     |
|    |                            |                                                       |   |
|    | 31.2                            | Death of single holder                                     | 48     |
|    |                            |                                                       |   |
|    | 31.3                            | Transmission of shares on insolvency or  mental incapacity | 48     |
|    |                            |                                                       |   |
|    | 31.4                            | Refusal to register holder                                 | 49     |
|    |                            |                                                       |   |
| **32.** | **NON-MARKETABLE PARCELS**      | **49**                                                     |
|    |                            |                                                       |   |
|    | 32.1                            | Board power of sale                                        | 49     |
|    |                            |                                                       |   |
|    | 32.2                            | Sale with notice                                           | 49     |
|    |                            |                                                       |   |
|    | 32.3                            | Divestment without notice                                  | 50     |
|    |                            |                                                       |   |
|    | 32.4                            | Terms of sale                                              | 50     |
|    |                            |                                                       |   |
|    | 32.5                            | Share transfers                                            | 50     |
|    |                            |                                                       |   |
|    | 32.6                            | Application of proceeds                                    | 50     |
|    |                            |                                                       |   |
|    | 32.7                            | Protections for transferee                                 | 51     |
|    |                            |                                                       |   |
|    | 32.8                            | Rights to vote suspended                                   | 51     |
|    |                            |                                                       |   |
| **33.** | **ALTERATION OF SHARE CAPITAL** | **51**                                                     |
|    |                            |                                                       |   |
|    | 33.1                            | Capitalisation of profits                                  | 51     |
|    |                            |                                                       |   |
|    | 33.2                            | Adjustment of capitalised amounts                          | 51     |
|    |                            |                                                       |   |
|    | 33.3                            | Conversion of shares                                       | 51     |
|    |                            |                                                       |   |
|    | 33.4                            | Adjustments on conversion                                  | 52     |
|    |                            |                                                       |   |
|    | 33.5                            | Reduction of capital                                       | 52     |
|    |                            |                                                       |   |
|    | 33.6                            | Distribution of securities in another  corporation         | 52     |
|    |                            |                                                       |   |
| **34.** | **CURRENCY FOR PAYMENTS**       | **53**                                                     |
|    |                            |                                                       |   |
|    | 34.1                            | Board may decide currency                                  | 53     |
|    |                            |                                                       |   |
|    | 34.2                            | Conversion to Australian dollars                           | 53     |

 

ix

----

 
|    | 34.3                | Preference shares                                 | 53     |
|---------|---------------------|---------------------------------------------------|--------|
|    |                |                                              |   |
| **35.** | **WINDING UP**      | **53**                                            |
|    |                |                                              |   |
|    | 35.1                | Entitlement of members                            | 53     |
|    |                |                                              |   |
|    | 35.2                | Distribution of assets generally                  | 53     |
|    |                |                                              |   |
|    | 35.3                | No distribution of liabilities                    | 54     |
|    |                |                                              |   |
|    | 35.4                | Distribution not in accordance with legal  rights | 54     |
|    |                |                                              |   |
| **36.** | **NOTICES**         | **54**                                            |
|    |                |                                              |   |
|    | 36.1                | Notices by Company                                | 54     |
|    |                |                                              |   |
|    | 36.2                | Overseas members                                  | 54     |
|    |                |                                              |   |
|    | 36.3                | When notice is given                              | 54     |
|    |                |                                              |   |
|    | 36.4                | Notice to joint holders                           | 55     |
|    |                |                                              |   |
|    | 36.5                | Counting days                                     | 55     |
|    |                |                                              |   |
|    | 36.6                | Notices to “lost” members               | 55     |
|    |                |                                              |   |
| **37.** | **UNCLAIMED MONEY** | **55**                                            |

 

x

----

 

**AUSTRALIA AND NEW ZEALAND BANKING GROUPLIMITEDACN 005 357 522**

 

**CONSTITUTION**

 

1.                                       **PRELIMINARY**

 

1.1                                 **Replaceable rules**

 

Thereplaceable rules referred to in the Corporations Act do not apply to theCompany and are replaced by the rules set out in this document.

 

1.2                                 **Definitions**

 

Thefollowing definitions apply in this document.

 

“**Alternate**” means an alternate Directorappointed under rule 4.1.

 

“**Appointor**” in relation to an Alternate,means the Director who appointed the Alternate.

 

“**ASTC**” means ASX Settlement and TransferCorporation Pty Ltd (ABN 49 008 504 532).

 

“**ASTC Settlement Rules**” means the operating rules ofASTC and, to the extent they are applicable, the operating rules of eachof ASX and Australian Clearing House Pty Limited (ABN 48 001 314 503).

 

“**ASX**”****meansAustralian Stock Exchange Limited.

 

“**Board**” means the Directors actingcollectively under this document.

 

“**business day**” has the meaning given by theListing Rules.

 

“**Called Amount**” in respect of a share means:

 

(a)                                  the amount of a call on that share which is dueand unpaid; and

 

(b)                               any amount the Board requires a member to payunder rule 26.7.

 

“**Chief Executive Officer**” means a ManagingDirector if appointed under rule 7.1.

 

“**Company**” means Australia and New ZealandBanking Group Limited ACN 005 357 522, whatever its name is for the time being.

 

“**Corporations Act**” means the *Corporations Act 2001 (Cth).*

 

**“Director**” means a person who is, for the time being, a director of the Companyincluding, where appropriate, an Alternate.

 

“**dividend**” includes a bonus.

 

“**Executive Director**” means a Director who isan employee of the Company or a

 

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subsidiaryor acts in an executive capacity for the Company or a subsidiary under acontract for services and includes a Managing Director.

 

“**Interest Rate**” means, in respect of each rule inwhich that term is used:

 

(a)                                  the rate for the time being prescribed by theBoard in respect of that rule; or

 

(b)                                 if no rate is prescribed, the rate 2% above therate for the time being fixed under the *PenaltyInterest Rates Act* 1983 (Vic).

 

“**Listing Rules**” means the listing rules ofthe ASX as they apply to the Company for the time being, as waived or modifiedin respect of the Company in any particular case.

 

“**Managing Director**” means a managingdirector appointed under rule 7.1, by any title approved by the Board(including the title, Chief Executive Officer).

 

“**member**” means a person whose name isentered in the Register as the holder of a share.

 

“**Non-marketable Parcel**” means a parcel ofshares of a single class registered in the same name or the same joint nameswhich is less than:

 

(a)                                  the number that constitutes a marketable parcelof shares of that class under the Listing Rules; or

 

(b)                                 subject to the Corporations Act, the Listing Rules andthe ASTC Settlement Rules, any other number determined by the Board from timeto time.

 

“**ordinary resolution**” means a resolution ofmembers other than a special resolution.

 

“**Register**” means the register of memberskept as required by the Corporations Act and includes:

 

(a)                                  a branch register of members; and

 

(b)                                 a computerised or electronic sub-registerestablished and administered under the ASTC Settlement Rules.

 

“**Remuneration**” in relation to a Director(other than an Executive Director):

 

(a)                                  includes salary, bonuses, fringe benefits andsuperannuation contributions provided by the Company; and

 

(b)                                 excludes a payment made as compensation forloss of office or in connection with retirement from office, additional amountspayable under rules 10.3 and 10.4 and an insurance premium paid by theCompany or indemnity under rule 11.

 

“**Secretary**” means, during the term of thatappointment, a person appointed as a secretary of the Company in accordancewith this document.

 

“**special resolution**” has the meaning givenby the Corporations Act.

 

2

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“**Voting Member**” in relation to a generalmeeting, or a meeting of a class of members, means a member who has the rightto be present, and to vote on, at least 1 item of business to be considered atthe meeting.

 

1.3                                 **Interpretation of this document**

 

Headingsand marginal notes are for convenience only, and do not affectinterpretation.  The following rules alsoapply in interpreting this document, except where the context makes it clearthat a rule is not intended to apply.

 

(a)                                A reference to:

 

(i)                                     legislation (including subordinatelegislation), the Listing Rules or the ASTC Settlement Rules is tothat legislation or those rules as:

 

###### (A)                              amended, modified or waived inrelation to the Company; or

######  

###### (B)                                re-enacted, amended orreplaced,

######  

###### and includesany subordinate legislation or rules issued under that legislation orthose rules;

######  

(ii)                                  a document or agreement, or aprovision of a document or agreement, is to that document, agreement orprovision as amended, supplemented, replaced or novated;

 

(iii)                               a person includes any type of entityor body of persons, whether or not it is incorporated or has a separate legalidentity, and any executor, administrator or successor in law of the person;and

 

(iv)                              anything (including a right,obligation or concept) includes each part of it.

 

(b)                               A singular word includes the plural, and viceversa.

 

(c)                                A word which suggests 1 gender includes theother genders.

 

(d)                               If a word is defined, another part of speechhas a corresponding meaning.

 

(e)                                If an example is given of anything (including aright, obligation or concept), the example does not limit the scope of thatthing.

 

(f)                                  The word “**agreement**”includes an undertaking or other binding arrangement or understanding, whetheror not in writing.

 

(g)                               A power to do something includes a power,exercisable in the like circumstances to revoke or undo it.

 

(h)                               A reference to a power is also a reference toauthority or discretion.

 

(i)                                     A reference to something being “**written**” or “**in writing**” or “**printed**”includes that thing being:

 

3

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(i)                                     represented or reproduced in any mode in avisible form (including electronically); or

 

(ii)                                  communicated in any other mannerapproved by the Board from time to time.

 

(j)                                     Where:

 

(i)                                     an expression in a rule deals with amatter which is dealt with by a provision of the Corporations Act, the Listing Rules orthe ASTC Settlement Rules, that expression has the same meaning in thisdocument as in that provision; and

 

(ii)                                  subject to paragraph (i), anexpression in a rule that is defined in section 9 of the CorporationsAct has the same meaning in this document as in that section.

 

(k)                                  A reference to a Chapter, Part, Division or section isa reference to a Chapter, Part, Division or section of the CorporationsAct.

 

2.                                       **LISTING RULES ANDTHE CORPORATIONS ACT**

 

If, andto the extent the Listing Rules or the Corporations Act are inconsistentwith this document, the Listing Rules or the Corporations Act (asapplicable) prevail.

 

3.                                         **DIRECTORS**

 

3.1                                 **Number of Directors**

 

TheBoard may decide the number of Directors (not counting Alternates) but thatnumber must be not less than 5.   Themaximum number must not be more than 15 or any lower number that the Boarddecides.

 

3.2                                 **Appointment by the Board**

 

Subjectto the Corporations Act, this document and to the number of Directors for thetime being fixed under rule 3.1 not being exceeded, the Board may appointa person to be a Director at any time. Any Director so appointed automatically retires at the next annual generalmeeting and is eligible for election by that general meeting.

 

3.3                                 **Election by general meeting**

 

Subjectto this document, the Corporations Act and to the number of Directors for thetime being fixed under rule 3.1 not being exceeded, the Company may electDirectors by ordinary resolution.

 

3.4                               **Eligible candidates**

 

TheCompany in general meeting cannot validly appoint a person as a Directorunless:

 

(a)                                  the person retires under rules 3.2 or 3.5and seeks election or re-election; or

 

4

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(b)                                 the Board recommends the appointment; or

 

(c)                                  at least 45 business days (or any other periodfixed by the Board and notified to ASX) before the date of the meeting at whichthe election is to occur, unless the Listing Rules otherwise require, theCompany receives at its registered office both:

 

(i)                                     a nomination of the person by a member (who maybe the person); and

 

(ii)                                  a consent to act as a Directorsigned by the person.

 

3.5                                 **Retirement of Directors**

 

(a)                                  A Director must retire from office at the thirdannual general meeting after the Director was elected or last re-elected.

 

(b)                                 A Director may elect to retire and seekre-election at an annual general meeting before the time required by rule 3.5(a),provided at least 45 business days (or any other period as the Board maydetermine) before the annual general meeting the Director has given the Boardnotice of his or her intention to do so. If the Director gives such a notice, the Director must then retire fromoffice at the relevant annual general meeting.

 

(c)                                  An election of Directors must be held at eachannual general meeting.  If no electionof Directors is scheduled to occur at an annual general meeting under rule 3.2,3.5(a) or 3.5(b), then 1 Director must retire from office at the annualgeneral meeting.

 

(d)                                 None of rules 3.5(a), 3.5(b) and 3.5(c) appliesto the Managing Director (or if there is more than 1, the 1 (if any) nominatedunder rule 7.3(a)) and Alternates.

 

(e)                                  A Director who retires under this rule 3.5is eligible for re-election.

 

3.6                                 **Selection of Directors toretire**

 

Subjectto the Corporations Act, the Director who retires under rule 3.5(c) isthe Director who has held office the longest since last being elected orappointed.  If 2 or more Directors havebeen in office for the same period, those Directors may agree which of themwill retire.  If they do not agree, theymust draw lots to decide which of them must retire.

 

3.7                                 **Time of retirement**

 

ADirector’s retirement under rule 3.2 or 3.5 takes effect at the end of therelevant annual general meeting unless the Director is re-elected at thatmeeting.

 

3.8                                 **Cessation of Director’sappointment**

 

Theoffice of a Director automatically becomes vacant if the person who holds theoffice:

 

(a)                                  becomes an insolvent under administration;

 

5

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(b)                                 is not permitted by the Corporations Act (or anorder made under the Corporations Act) to be a director or vacates office byforce of the Corporations Act;

 

(c)                                  becomes of unsound mind or physically ormentally incapable of performing the functions of that office;

 

(d)                                 fails to attend (either personally or by anAlternate) 3 consecutive Board meetings (not including meetings of a committeeof the Board) without leave of absence from the Board;

 

(e)                                  resigns by notice in writing to the Company; or

 

(f)                                    is removed from office under rule 3.9.

 

3.9                                 **Removal from office**

 

Whetheror not a Director’s appointment was expressed to be for a specified period,subject to the Corporations Act the Company by ordinary resolution may remove aDirector from office.

 

3.10                           **Too few Directors**

 

If thenumber of Directors is reduced below the minimum required by rule 3.1, thecontinuing Directors may act as the Board only:

 

(a)                                  to appoint Directors up to that minimum number;

 

(b)                                 to convene a meeting of members; and

 

(c)                                  in emergencies.

 

4.                                       **ALTERNATE DIRECTORS**

 

4.1                                 **Appointment of Alternates**

 

ADirector (other than an Alternate) may appoint a person who is approved by theBoard (without the vote of the Appointor) to act as Alternate for a specifiedperiod or each time the Appointor is unable to attend a Board meeting or ameeting of a committee of the Board or act as a Director.

 

4.2                                 **Notice of Board meetings**

 

TheCompany must give the Alternate notice of Board meetings or meetings of acommittee of the Board only if the Appointor requests it to do so.

 

4.3                                 **Obligations and entitlementsof Alternates**

 

AnAlternate:

 

(a)                                  may attend and vote in place of the Appointorat a Board meeting or a meeting of a committee of the Board at which theAppointor is not present;

 

6

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(b)                                 if also a Director, has a separate right tovote as Alternate;

 

(c)                                  if Alternate for more than 1 Appointor, has aseparate right to vote in place of each Appointor;

 

(d)                                 when acting as Alternate, is an officer of theCompany and subject to all the duties, and entitled to exercise all the powersand rights, of the Appointor as a Director; and

 

(e)                                  is entitled to reasonable travelling, hotel andother expenses incurred in attending meetings of the Company of the Board or ofcommittees of the Board while otherwise engaged on the business of the Companyon the same basis as other Directors but is not entitled to any otherremuneration from the Company (but the Appointor may further remunerate theAlternate).

 

4.4                                 **Termination of appointment**

 

AnAppointor at any time may revoke the appointment of a person as an Alternate.Any appointment of an Alternate made by the Appointor immediately ceases if:

 

(a)                                  the Appointor ceases to be a Director; or

 

(b)                                 an event occurs which would cause the Alternateto vacate office under rule 3.8 if the Alternate were a Director.

 

4.5                                 **Appointments and revocationsin writing**

 

AnAppointor must appoint, and revoke the appointment of, any Alternate inwriting.  The appointment or revocationis not effective until a copy is provided to the Company.

 

5.                                       **POWERS OF THE BOARD**

 

5.1                                 **Powers generally**

 

Exceptas otherwise required by the Corporations Act, any other applicable law, theListing Rules or this document, the Board:

 

(a)                                  has exclusive power to manage the business ofthe Company; and

 

(b)                                 subject to rule 5.3, may exercise everyright, power or capacity of the Company to the exclusion of the Company ingeneral meeting and the members.

 

5.2                                 **Exercise of powers**

 

A powerof the Board can, without limitation, be exercised:

 

(a)                                  by resolution passed by the Board (including aresolution under rule 12.8); or

 

(b)                                 in accordance with a delegation of the powerunder rules 7, 8 or 26.17.

 

7

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5.3                                 **Sale of main undertaking**

 

Unlessotherwise permitted by the Listing Rules or the Corporations Act, theBoard must not sell or dispose of the main undertaking of the Company unlessthe decision is ratified by the Company in general meeting.

 

6.                                       **EXECUTINGNEGOTIABLE INSTRUMENTS**

 

6.1                                 **Board’s powers**

 

TheBoard must decide the manner (including the use of facsimile signatures ifthought appropriate) in which negotiable instruments can be executed, acceptedor endorsed for and on behalf of the Company. The Company may execute, accept, or endorse negotiable instruments onlyin the manner for the time being decided by the Board.

 

6.2                                 **Delegation of powers**

 

Nothingin rule 6.1 limits the Board’s ability to delegate its powers inaccordance with rule 8.

 

7.                                       **MANAGING DIRECTOR**

 

7.1                                 **Appointment and power ofManaging Director**

 

(a)                                  The Board may appoint 1 or more Directors to bea Managing Director either for a specified term (but not for life) or withoutspecifying a term.

 

(b)                                 The Board may delegate any of the powers of theBoard to a Managing Director:

 

(i)                                     on the terms and subject to any restrictionsthe Board decides; and

 

(ii)                                  so as to be concurrent with, or tothe exclusion of, the powers of the Board.

 

(c)                                  The Board may revoke the delegation at anytime.

 

7.2                                 **Retirement and removal ofManaging Director**

 

Subjectto rule 7.3, a Managing Director is not:

 

(a)                                  subject to automatic retirement under rule 3.2;or

 

(b)                                 required to retire under rule 3.5,

 

but(subject to any contract between the Company and that Managing Director) isotherwise subject to the same rules regarding resignation, removal andretirement from office as the other Directors.

 

7.3                                 **Multiple Managing Directors**

 

Ifthere are 2 or more Managing Directors at the same time:

 

(a)                                  the Board may nominate 1 of them as theManaging Director to be exempted from 

 

8

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retirement:

 

(i)                                     under rule 3.2; and

 

(ii)                                  under rule 3.5,

 

and mayrevoke the nomination at any time; and

 

(b)                                 if a Managing Director has been nominated underrule 7.3(a) and the Board later nominates a different ManagingDirector under that rule, the one first nominated must retire at the nextannual general meeting after the later nomination.

 

If noneof the Managing Directors (if more than 1) is the subject of a currentnomination under rule 7.3(a), each of them must retire under rule 3.5.

 

7.4                                 **Termination of appointment ofManaging Director**

 

Whetheror not the appointment of a Managing Director was expressed to be for aspecified term, the appointment of a Managing Director terminates if:

 

(a)                                  the Managing Director ceases for any reason tobe a Director;

 

(b)                                 the Board removes the Managing Director fromthe office of Managing Director (which, subject to any contract between theCompany and the Managing Director, the Board has power to do); or

 

(c)                                  the Managing Director ceases to be employed bythe Company, unless the Board decides differently.

 

8.                                       **DELEGATION OF BOARDPOWERS**

 

8.1                                 **Delegation to committee orattorney**

 

TheBoard may delegate any of its powers:

 

(a)                                  to a Director; or

 

(b)                                 to a committee (which need not include aDirector);

 

(c)                                  to any other person or persons; or

 

(d)                                 to an attorney,

 

and mayrevoke a delegation previously made whether or not the delegation is expressedto be for a specified period.  This rule issupplemental to the Corporations Act.

 

8.2                                 **Terms of delegation**

 

Adelegation of powers under rule 8.1 may be made:

 

(a)                                  for a specified period or without specifying aperiod; and

 

9

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(b)                                 on the terms (including power to furtherdelegate) and subject to any restrictions the Board decides.

 

Powerexercised in accordance with a delegation of the Board is treated as exercisedby the Board.

 

8.3                                 **Powers of attorney**

 

A powerof attorney granted under rule 8.1 may contain any provisions for theprotection and convenience of those who deal with the attorney that the Boardthinks appropriate.

 

8.4                                 **Proceedings of committees**

 

Subjectto the terms on which a power of the Board is delegated to a committee, themeetings and proceedings of committees are, so far as they can be (modified asnecessary), governed by the rules of this document which regulate themeetings and proceedings of the Board.

 

9.                                       **DIRECTOR’S DUTIESAND INTERESTS**

 

9.1                                 **Scope of Directors’ duties**

 

ADirector is not disqualified by reason only of being a Director from:

 

(a)                                  holding any office or place of profit oremployment (other than that of the Company’s auditor);

 

(b)                                 being a member or creditor of any corporation(including the Company) or partnership other than the auditor; or

 

(c)                                  entering into any agreement with the Company.

 

9.2                                 **Declaration of interests**

 

ADirector must comply with the Corporations Act in relation to disclosure ofinterests.

 

9.3                                 **Director interested in amatter**

 

EachDirector must comply with the Corporations Act in relation to not beingpresent, or voting, at a Board meeting that considers a matter in which theDirector has a material personal interest. Subject to the Corporations Act:

 

(a)                                  a Director may be counted in a quorum at aBoard meeting that considers, and may vote on:

 

(i)                                     any matter in which the Director has aninterest; and

 

(ii)                                  without limiting subparagraph(i),whether the Company enters into an agreement or proposed agreement in whichthat Director has an interest;

 

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(b)                                 the Company may enter into the agreement andthe Director may participate in the execution of any relevant document by or onbehalf of the Company;

 

(c)                                  the Director may be counted in a quorum at aBoard meeting that considers, and may vote on, matters involving the agreement;and

 

(d)                                 if any disclosure required under theCorporations Act is made before the agreement is entered into:

 

(i)                                     the Director may retain benefits under theagreement even though the Director has an interest in the agreement; and

 

(ii)                                  the Company cannot avoid theagreement merely because of the existence of the Director’s interest.

 

9.4                                 **Agreements with third parties**

 

The Companycannot avoid an agreement with a third party merely because a Director:

 

(a)                                  fails to make a disclosure required under theCorporations Act; or

 

(b)                                 is present at, or counted in the quorum for, ameeting that considers, votes on, or participates in the execution of, thatagreement in breach of the Corporations Act.

 

9.5                                 **Obligation of secrecy**

 

EveryDirector and Secretary must keep the transactions and affairs of the Companyand the state of its accounts confidential unless required to disclose them:

 

(a)                                  in the course of duties as an officer of theCompany;

 

(b)                                 by the Board or the Company in general meeting;or

 

(c)                                  by law or under the Listing Rules.

 

TheCompany may require a Director, Secretary, auditor, trustee, committee memberor other person engaged by it to sign a confidentiality undertaking consistentwith this rule.  A Director or Secretarymust do so if required by the Company.

 

10.                                 **DIRECTORS’ REMUNERATION**

 

10.1                           **Remuneration ofExecutive Directors**

 

Subjectto any contract with the Company and to the Listing Rules, the Board may fixthe remuneration of each Executive Director. That remuneration may consist of salary, bonuses or any other elementsbut must not be a commission on or percentage of profits or operating revenue.

 

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10.2                           **Remuneration ofnon-executive Directors**

 

TheDirectors (other than the Executive Directors and those who are Directors onlybecause they are Alternates) are entitled to be paid for their services asdirectors, out of the funds of the Company, an amount of Remuneration which:

 

(a)                                  does not:

 

(i)                                     in any year exceed in aggregate the amount lastfixed by ordinary resolution; or

 

(ii)                                  consist of a commission on orpercentage of profits or operating revenue; and

 

(b)                                 is allocated among them:

 

(i)                                     on an equal basis having regard to theproportion of the relevant year for which each Director held office; or

 

(ii)                                  as otherwise decided by the Board;and

 

(c)                                  is provided in the manner the Board decides,which may include provision of non cash benefits (and, to avoid doubt,such non cash benefits may include the issue or purchase of shares in theCompany or the grant of options over shares in the Company).

 

If theBoard decides to include non cash benefits in a Director’s Remuneration, theBoard must also decide the manner in which the value of those benefits is to becalculated for the purposes of this rule.

 

TheRemuneration of a Director is taken to accrue from day to day, except thatRemuneration in the form of a non-cash benefit is taken to accrue at the timethat the benefit is provided to the Director, subject to the terms on which thebenefit is provided.

 

10.3                           **AdditionalRemuneration for extra services**

 

If aDirector, at the request of the Board and for the purposes of the Company,performs extra services or makes special exertions (including going or livingaway from the Director’s usual residential address), the Company may pay thatDirector a fixed sum set by the Board for doing so.  Remuneration under this rule may be eitherin addition to or in substitution for any remuneration to which that Directoris entitled under rules 10.1 or 10.2.

 

10.4                           **Expenses ofDirectors**

 

TheCompany may pay a Director (in addition to any remuneration) all reasonableexpenses (including travelling and accommodation expenses) incurred by theDirector:

 

(a)                                  in attending meetings of the Company, theBoard, or a committee of the Board;

 

(b)                                 on the business of the Company; or

 

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(c)                                  in carrying out duties as a Director.

 

10.5                           **Directors’retirement benefits**

 

Subjectto the Corporations Act and the Listing Rules, the Company may:

 

(a)                                  agree with a Director or person about to becomea Director that, when or after the person dies or ceases to be a Director, theCompany will pay a pension or lump sum benefit to:

 

(i)                                     that person; or

 

(ii)                                  after that person’s death, any ofthe surviving spouse, dependants or legal personal representatives of thatperson; or

 

(b)                                 pay a pension or lump sum benefit of the type referredto in paragraph (a) whether or not the Company has agreed to do so.

 

11.                                 **OFFICERS’ INDEMNITY ANDINSURANCE**

 

11.1                           **Indemnity**

 

Subjectto and so far as may be permitted under applicable law, the Company may:

 

(a)                                  indemnify any officer or employee of theCompany or any of its wholly-owned subsidiaries, or its auditor, against allLiabilities incurred as such an officer, employee or auditor to a personincluding a Liability incurred as a result of appointment or nomination by theCompany or wholly-owned subsidiary as a trustee or as an officer or employee ofanother corporation;

 

(b)                                 make a payment (whether by way of advance, loanor otherwise) in respect of legal costs incurred by an officer or employee orauditor in defending an action for a Liability incurred as such an officer,employee or auditor or in resisting or responding to actions taken by agovernment agency, a duly constituted Royal Commission or other officialinquiry, a liquidator, administrator, trustee in bankruptcy or other authorisedofficial.

 

In thisrule, “Liabilities” means liabilities of any kind (whether actual or contingentand whether fixed or unascertained) and includes costs, damages and expenses,including costs and expenses incurred in connection with any investigation orinquiry by a government agency, a duly constituted Royal Commission or otherofficial inquiry, a liquidator, administrator, trustee in bankruptcy or otherauthorised official.

 

11.2                           **Insurance**

 

Subjectto applicable law, the Company may enter into, and pay premiums on, a contractof insurance in respect of any person.

 

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11.3                           **Former officers**

 

Theindemnity in favour of officers under rule 11.1 applies in respect of allacts done by a person while an officer of the Company or one of itssubsidiaries even though the person is not an officer:

 

(a)                                  at the time the claim is made; or

 

(b)                                 at the date of adoption of this constitution.

 

11.4                           **Deeds**

 

Subjectto applicable law, where the Board considers it appropriate to do so, theCompany may bind itself in any contract or deed with any officer or employee ofthe Company or wholly-owned subsidiary to indemnify the officer or employee andto enter into and pay premiums on contracts insuring the officer or employeeagainst liability.

 

11.5                           **No limitation onother rights**

 

This rule 11does not limit any other rights of a person or the powers of the Company toindemnify any person or to do anything else which it may do under applicablelaw.

 

12.                                 **BOARD MEETINGS**

 

12.1                           **Convening Boardmeetings**

 

ADirector may at any time, and the Secretary must on request from a Director,convene a Board meeting.

 

12.2                           **Notice of Boardmeeting**

 

(a)                                  The convenor of each Board meeting:

 

(i)                                     must give reasonable notice of the meeting(and, if it is adjourned, of its resumption) individually to:

 

(A)                              each Director; and

 

(B)                                each Alternate in respect of whom the Appointorhas given notice under rule 4.2 requesting notice of Board meetings to begiven to that Alternate; and

 

(ii)                                  may give that notice orally (includingby telephone) or in writing.

 

(b)                                 Each Director must notify to the Company anaddress in Australia or New Zealand, and may notify a fax number or electronicaddress, as the Director’s address to which notices of Board meetings are to begiven.

 

(c)                                  Accidental failure to give notice to, ornon-receipt of notice by, a Director does not result in a Board meeting beinginvalid.

 

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12.3                           **Use of technology**

 

(a)                                  Subject to the Corporations Act, a Board meetingmay be held using any technology.  ABoard meeting held solely or partly by technology is treated as held at theplace at which the greatest number of the Directors present at the meeting islocated or, if an equal number of Directors is located in each of 2 or moreplaces, at the place where the chairman of the meeting is located.

 

(b)                                 If, before or during a meeting, any technicaldifficulty occurs where one or more Directors cease to participate, theChairman may adjourn the meeting until the difficulty is remedied or may, wherea quorum of Directors remains present, continue the meeting.

 

12.4                           **Chairing Boardmeetings**

 

(a)                                  The Board may elect a Director as chairman ofits meetings and may elect one or more Directors as deputy chairman.  The Board may decide the period for whichthose Directors hold their respective offices.

 

(b)                                 If there is no chairman or deputy chairman ofDirectors or if none of them are present within 15 minutes after the time forwhich a Board meeting is called or is unwilling to act, the Directors presentmust elect a Director present to chair the meeting.

 

12.5                           **Quorum**

 

Unlessthe Board decides otherwise, the quorum for a Board meeting is 2 Directors anda quorum must be present for the whole meeting. An Alternate who is also a Director or a person who is an Alternate formore than 1 Appointor may only be counted once toward a quorum.  A Director is treated as present at a meetingheld by any technology if the Director is able to communicate with all othersattending.  If a meeting is held inanother way permitted by the Corporations Act (including any other means oftechnology), the Board must resolve the basis on which Directors are treated aspresent.

 

12.6                           **Majority decisions**

 

Aresolution of the Board must be passed by a majority of the votes cast byDirectors present and entitled to vote on the resolution.  If an equal number of votes is cast for andagainst a resolution:

 

(a)                                  the chairman of the meeting has a second orcasting vote unless:

 

(i)                                     only 2 Directors are entitled to vote; or

 

(ii)                                  the chairman of the meeting is notentitled to vote; and

 

(b)                                 if the chairman does not have a second orcasting vote under rule 12.6(a), the matter is decided in the negative.

 

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12.7                           **Procedural rules**

 

TheBoard may adjourn and, subject to this document, otherwise regulate itsmeetings as it decides.

 

12.8                           **Written resolutions**

 

If:

 

(a)                                  each Director, and each Alternate in respect ofwhom the Appointor has given notice under rule 4.2, is given a documentsetting out a proposed resolution; and

 

(b)                                 at least two-thirds of the Directors who areentitled to vote on the resolution state that they are in favour of theresolution by signing the document,

 

a Boardresolution in those terms is passed at the time when the last of the Directorswho constitute the majority signs.

 

12.9                           **Additionalprovisions concerning written resolutions**

 

For thepurpose of rule 12.8:

 

(a)                                  a document may be given to a Director orAlternate by sending it to the place or address (including electronic address)notified by the Director or Alternate from time to time for the purposes of rule 12.2;

 

(b)                                 2 or more separate documents in identicalterms, each of which is signed by 1 or more Directors, are treated as 1document;

 

(c)                                  signature of a document by an Alternate is notrequired if the Appointor of that Alternate has signed the document;

 

(d)                                 signature of a document by the Appointor of anAlternate is not required if that Alternate has signed the document in thatcapacity;

 

(e)                                  a telex, telegram or facsimile or a message inelectronic form containing the text of the document expressed to have beensigned by a Director that is sent to the Company is a document deemed to besigned by that Director at the time of its receipt by the Company; and

 

(f)                                    accidental failure to give notice of a documentunder rule 12.8, or non-receipt of such document by a Director, does notresult in the resolution being invalid.

 

12.10                     **Valid proceedings**

 

Eachresolution passed or thing done by, or with the participation of, a personacting as a Director or member of a committee is valid even if it is laterdiscovered that:

 

(a)                                  there was a defect in the appointment of theperson; or

 

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(b)                                 the person was disqualified from continuing inoffice, voting on the resolution or doing the thing.

 

13.                                 **MEETINGS OF MEMBERS**

 

13.1                           **Annual generalmeeting**

 

TheCompany must hold an annual general meeting as required by the CorporationsAct.

 

13.2                           **Calling meetings ofmembers**

 

Ameeting of members:

 

(a)                                  may be convened at any time by the Board; and

 

(b)                                 must be convened by the Board when required bythe Corporations Act or by an order made under the Corporations Act.

 

13.3                           **Notice of meeting**

 

Noticeof a meeting of members must be given in accordance with the CorporationsAct.  The notice of meeting must complywith the Corporations Act and with the Listing Rules and may be given inany manner permitted by the Corporations Act.

 

13.4                           **Postponement orcancellation**

 

Subjectto the Corporations Act, the Board may:

 

(a)                                  postpone a meeting of members; or

 

(b)                                 cancel a meeting of members; or

 

(c)                                  change the place for a general meeting,

 

bywritten notice:

 

(d)                                 published in a daily newspaper circulating inAustralia; or

 

(e)                                  given to ASX; or

 

(f)                                    subject to the Corporations Act and the ListingRules, given in any other manner determined by the Board.

 

13.5                           **Content of noticeof meeting**

 

(a)                                  Subject to the Corporations Act, the Board maydetermine the contents of the notice of meeting of members called by the Board,as the Board thinks fit.  The notice muststate the general nature of the meeting’s business and any other mattersrequired by the Corporations Act.  Nobusiness may be transacted at the meeting unless the general nature of thebusiness is stated in the notice.

 

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(b)                                 Subject to the Corporations Act, no person maymove any amendment to a resolution which has its terms set out in the notice ofmeeting or to a document which relates to that resolution (a copy of which hasbeen made available to members to inspect or obtain), without the approval ofthe chairman of the meeting.

 

13.6                           **Chairman’s powersat a meeting of members**

 

(a)                                  The chairman of a meeting of members:

 

(i)                                     is responsible for the general conduct andprocedures to be adopted at the meeting;

 

(ii)                                  may, subject to the CorporationsAct, at any time terminate discussion or debate on any matter being consideredby the meeting, where the chairman considers it necessary or desirable for theproper and orderly conduct of the meeting;

 

(iii)                               may, subject to the CorporationsAct, eject a member from the meeting, at any time the chairman considers it isnecessary or desirable for the proper and orderly conduct of the meeting; and

 

(iv)                              may require the adoption of anyprocedure which is in the chairman’s opinion necessary or desirable for properand orderly debate or discussion and the proper and orderly casting orrecording of votes at the meeting,

 

and adecision by the chairman under this rule is final.

 

(b)                                 The chairman of a meeting may invite a personwho is not a member to attend and to speak at the meeting.

 

(c)                                  Subject to rule 13.9, if the chairmanconsiders that there are too many persons in attendance at a meeting to fitinto the venue where the meeting is to be held, the chairman may nominate aseparate meeting place using any technology that gives the members as a whole areasonable opportunity to participate.

 

(d)                                 The chairman’s rights under this rule 13.6are exclusive to the chairman.

 

13.7                           **Fresh notice**

 

If ameeting of members is postponed or adjourned for 1 month or more, the Companymust give new notice of the resumed meeting.

 

13.8                           **Notice to jointholders of shares**

 

If ashare is held jointly, the Company need only give notice of a meeting ofmembers (or of any cancellation or postponement notice of which is given tomembers) to the joint holder who is named first in the Register.

 

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13.9                           **Technology**

 

(a)                                  The Company may hold a meeting of members at 2or more venues using any technology that gives the members as a whole areasonable opportunity to participate.

 

(b)                                 If, before or during a meeting of members anytechnical difficulty occurs where all members may not be able to participate,the Chairman may:

 

(i)                                     adjourn the meeting until the difficulty isremedied; or

 

(ii)                                  where a quorum remains present (inthe venue at which the Chairman is present) and able to participate, subject tothe Corporations Act, continue the meeting.

 

13.10                     **Admission togeneral meetings**

 

Thechairman of a meeting of members may take any action the chairman considersappropriate for the safety of persons attending the meeting and the orderlyconduct of the meeting and may refuse admission to, or require to leave andremain out of, the meeting any person:

 

(a)                                  in possession of a pictorial-recording or sound-recordingdevice;

 

(b)                                 in possession of a placard or banner;

 

(c)                                  in possession of an article considered bythe chairman to be dangerous, offensive or liable to cause disruption;

 

(d)                                 who refuses to produce or to permit examinationof any article, or the contents of any article, in the person’s possession;

 

(e)                                  who behaves or threatens to behave in adangerous, offensive or disruptive way; or

 

(f)                                    who is not entitled to receive notice of themeeting.

 

Thechairman may delegate the powers conferred by this rule to any person.

 

13.11                     **Accidental omission**

 

Theaccidental omission to give a notice of meeting to, or the non-receipt of anotice by meeting by, any of those entitled to receive the notice does notinvalidate any resolution passed at a meeting of members.

 

13.12                     **Class meetings**

 

Rules 13to 17 inclusive apply to a separate meeting of a class of members (as far asthey are capable of application) modified as necessary.

 

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14.                                 **PROCEEDINGS AT MEETINGS OFMEMBERS**

 

14.1                           **Member present atmeeting**

 

If amember has appointed a proxy or attorney or (in the case of a member which is abody corporate) a representative to act at a meeting of members, that member istaken to be present at a meeting at which the proxy, attorney or representativeis present.

 

14.2                           **Quorum**

 

Thequorum for a meeting of members is 3 Voting Members.  Each individual present may only be countedonce toward a quorum.  If a member hasappointed more than 1 proxy or representative only 1 of them may be countedtoward a quorum.  A quorum must bepresent during the entirety of the meeting.

 

14.3                           **Quorum not present**

 

If aquorum is not present within 15 minutes after the time for which a meeting ofmembers is called:

 

(a)                                  if called as a result of a request of membersunder the Corporations Act, the meeting is dissolved; and

 

(b)                                 in any other case:

 

(i)                                     the meeting is adjourned to the day, time andplace that the Directors present decide and notify to members, or if nodecision is notified before then, to the same time on the same day in the nextweek at the same place; and

 

(ii)                                  if a quorum is not present at theadjourned meeting, the meeting is dissolved.

 

14.4                           **Chairing meetingsof members**

 

If theBoard has appointed a Director to chair Board meetings, that Director may alsochair meetings of members.  If:

 

(a)                                  there is no Director appointed by the Board tochair Board meetings for the time being; or

 

(b)                                 the Director appointed to chair Board meetingsis not present at the time a meeting of members is called, or is not willing tochair the meeting,

 

themeeting may be chaired by another Director chosen by a majority of theDirectors present or, failing that, a majority of Voting Members present mustelect a Director present (or where no such Director is willing to act, a memberpresent) to chair the meeting.

 

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14.5                           **Attendance atmeetings of members**

 

(a)                                  Subject to rule 14.6, every member has theright to attend all meetings of members whether or not entitled to vote.

 

(b)                                 Every Director has the right to attend andspeak at all meetings of members of the Company.

 

(c)                                  The auditor has the right to attend any meetingof members of the Company and to speak on any part of the business of themeeting which concerns the auditor in the capacity of auditor.

 

14.6                           **Members rightssuspended while call unpaid**

 

If acall on a share is due and unpaid, the holding of that share does not entitle amember to be present, speak or vote at, or be counted in the quorum for, ameeting of members.

 

14.7                           **Right of auditor toattend meetings**

 

Theauditor is entitled to attend any general meeting of the Company.

 

14.8                           **Adjournment**

 

(a)                                  Subject to rule 13.7, the chairman of ameeting of members at which a quorum is present:

 

(i)                                     may adjourn or postpone from time to time orplace to place the meeting or any business, motion, question or resolutionbeing considered or remaining to be considered by the meeting or any debate ordiscussion;

 

(ii)                                  may at any time during the course ofthe meeting adjourn or defer any business, motion, question, resolution, debateor discussion either to a later time at the same meeting or to an adjourned meeting;and

 

(b)                                 The chairman’s rights under paragraph (a) areexclusive, and unless the chairman requires otherwise, no vote may be taken ordemanded by the members present concerning any postponement or adjournment.

 

14.9                           **Business atadjourned meetings**

 

Theonly business that may be transacted at a meeting resumed after an adjournmentis the business left unfinished immediately before the adjournment.

 

15.                                 **PROXIES, ATTORNEYS ANDREPRESENTATIVES**

 

15.1                           **Appointment of aproxy**

 

Amember may appoint up to 2 proxies to attend and act for the member at ameeting of members.  An appointment of aproxy must be made by written notice lodged or deposited with the Company asrequired by rule 15.4:

 

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(a)                                  that complies with the Corporations Act; or

 

(b)                                 in any other form and mode that complies withthe Listing Rules and is, and is signed or authenticated by the member ina manner, satisfactory to the Board.

 

If amember appoints 2 proxies and the appointment does not specify the proportionor number of the member’s votes each proxy may exercise (subject to rule 16.2(a)(i)),each proxy may exercise half of those votes. Any instrument of proxy deposited under this rule 15 in which noperson is named as the proxy, is treated as having been given in favour of thechairman of the meeting.

 

15.2                           **Appointment of anattorney**

 

Amember may appoint an attorney to attend and act for the member at a meeting ofthe Company.  If the appointor is anindividual, the power of attorney must be signed in the presence of awitness.  An attorney, if authorised bythe power, may appoint a proxy to act at a meeting of the Company.

 

15.3                           **Appointment of acorporate representative**

 

Amember that is a body corporate may appoint an individual to act as itsrepresentative at meetings of members as permitted by the CorporationsAct.  Evidence of the appointment may bedeposited with the Company in any form satisfactory to the Board.

 

15.4                           **Deposit of proxyforms and powers of attorney**

 

Anappointment of a proxy or an attorney, or the revocation of the appointment ofa proxy or attorney, is not effective for a particular meeting of membersunless the instrument effecting the appointment or revocation (as the case maybe), together with any evidence required under rule 15.5, is received bythe Company at its registered office or is transmitted to and received at a faxnumber at that office (or another address (including electronic address)specified for the purpose in the relevant notice of meeting):

 

(a)                                  at least 48 hours before the time for which themeeting was called; or

 

(b)                                 if the meeting has been adjourned, at least 48hours before the resumption of the meeting; or

 

(c)                                  in either case, within any greater time beforethe meeting permitted by the Corporations Act.

 

15.5                           **Evidence of proxyforms, powers of attorney and other appointments**

 

TheBoard may require evidence of:

 

(a)                                  in the case of a proxy form executed orotherwise authenticated by an attorney, the relevant power of attorney or otherauthority under which the appointment was authenticated or a certified copy ofit;

 

(b)                                 in the case of an attorney, the power ofattorney or a certified copy of it;

 

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(c)                                  in the case of a corporate representative, theappointment of the representative in accordance with the Corporations Act (forexample, a copy of the minute recording the resolution by which therepresentative was appointed, certified as true and correct by a director orsecretary of the body corporate, or a certificate duly executed by the bodycorporate certifying the appointment of the representative); or

 

(d)                                 in the case of any appointment under this rule 15which is transmitted to the Company electronically, the identity of the personwho transmitted the message containing the appointment.

 

15.6                           **Standingappointments**

 

Amember may appoint a proxy, attorney or representative to act at a particularmeeting of members or make a standing appointment and may revoke anyappointment.  A proxy, attorney or representativeneed not be a member.

 

15.7                           **Suspension of proxyor attorney’s powers if member present**

 

(a)                                  A proxy or attorney has no power to act for amember at a meeting at which the member is present:

 

(i)                                     in the case of an individual, in person; or

 

(ii)                                  in the case of a body corporate, bya representative.

 

(b)                                 A proxy has no power to act for a member at ameeting at which the member is present by an attorney.

 

15.8                           **Priority ofconflicting appointments of attorney or representative**

 

If morethan 1 attorney or representative appointed by a member is present at a meetingof members and the Company has not received notice of revocation of any of theappointments:

 

(a)                                  an attorney or representative appointed to actat that particular meeting may act to the exclusion of an attorney orrepresentative appointed under a standing appointment; and

 

(b)                                 subject to rule 15.7(a)(i), an attorney orrepresentative appointed under the most recent appointment may act to theexclusion of an attorney or representative appointed earlier in time.

 

15.9                           **More than 2 currentproxy appointments**

 

Anappointment of a proxy by a member is revoked (or, in the case of a standingappointment, suspended for that particular meeting) if the Company receives afurther appointment of a proxy from that member which would result in therebeing more than 2 proxies of that member entitled to act at a meeting.  The appointment of proxy made first in timeis the first to be treated as revoked or suspended by this rule.

 

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15.10       **Continuing authority**

 

An act done at a meeting ofmembers by a proxy, an attorney or a representative is valid even if, beforethe act is done, the appointing member:

 

(a)           dies or becomes mentally incapacitated;

 

(b)           becomes bankrupt or an insolvent underadministration or is wound up;

 

(c)           revokes the appointment or the authority underwhich the appointment was made by a third party; or

 

(d)           transfers the share to which the appointmentrelates,

 

unless the Company has receivedwritten notice of the matter before the start or resumption of the meeting atwhich the vote is cast, or in a case where paragraph (c) applies, inaccordance with rule 15.4.

 

15.11       **Joint holders**

 

Subject to the Corporations Act,if a share is held jointly, the Board may accept an appointment of proxy underthis rule 15, even if it is signed by only 1 of the holders.

 

16.           **ENTITLEMENT TO VOTE**

 

16.1         **Determining votingentitlements**

 

To determine who are members ofthe Company and entitled to vote at a meeting of members and how many sharesthey hold, the Company must refer only:

 

(a)           if, before notice of the meeting was given, theconvenor of the meeting determined a specified time under the Corporations Act- to the Register as it stood at that time; or

 

(b)           if no determination was made - to the Registeras it stood 48 hours before the meeting or at any later time required by theASTC Settlement Rules.

 

16.2         **Number of votes**

 

Subject to the Corporations Act,rules 14.6, 15, 16.4, 16.5, 16.6, 30.4 and 32.8 and the terms on whichshares are issued:

 

(a)           on a show of hands:

 

(i)            if a member has appointed 2 proxies, neither ofthose proxies may vote; and

 

(ii)           subject to rule 16.2(a)(i), every memberpresent in person or by proxy, attorney or representative has 1 vote;

 

(b)           on a poll every member entitled to vote presentin person or by proxy, attorney or representative:

 

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(i)            has 1 vote for every fully paid share held; and

 

(ii)           subject to clause 16.2(c), in respect of eachpartly paid share held has a fraction of a vote equal to the proportion whichthe amount paid bears to the total issue price of the share; and

 

(c)           unless:

 

(i)            permitted under the Listing Rules; and

 

(ii)           otherwise provided in the terms upon whichshares are issued,

 

in calculating the fraction of avote which the holder of a partly paid share has, the Company must not count anamount:

 

(iii)          paid in advance of a call; or

 

(iv)          credited on a partly paid share without paymentin money or money’s worth being made to the Company.

 

16.3         **No casting vote of chairman**

 

The Chairman of a meeting ofmembers does not have a casting vote.  Ifan equal number of votes is cast for and against a resolution, the matter isdecided in the negative.

 

16.4         **Votes of joint holders**

 

If more than 1 of the jointholders of a share (including, for the purposes of this rule, joint legalpersonal representatives of a dead member) are present at a meeting of membersand tender a vote in respect of the share, the Company may only count the votecast by the joint holder named earlier in the Register.

 

16.5         **Votes of transmittees andguardians**

 

Subject to the Corporations Act,if the Board is satisfied at least 48 hours before the time fixed for ameeting, that a person:

 

(a)           is entitled to the transmission of a shareunder rule 31; or

 

(b)           has power to manage a member’s property under alaw relating to the management of property of the mentally incapable,

 

that person may vote as ifregistered as the holder of the share and the Company must not count the vote(if any) of the actual registered holder.

 

16.6         **Voting restrictions**

 

If:

 

(a)           the Corporations Act or the Listing Rules requirethat some members are not to vote on a resolution, or that votes cast by somemembers be disregarded, in order for the

 

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resolution to have an intendedeffect; and

 

(b)           the notice of the meeting at which theresolution is proposed states that fact,

 

those members have no right tovote on that resolution and the Company must not count any votes purported tobe cast by those members.  If a proxypurports to vote in a way or in circumstances that contravene the CorporationsAct, on a show of hands the vote is invalid and the Company must not count itand on a poll rule 17.3 applies.

 

16.7         **Decision on right to vote**

 

A Voting Member or Director maychallenge a person’s right to vote at a meeting of members.  A challenge may only be made at themeeting.  A challenge, or any other doubtas to the validity of a vote, must be decided by the chairman of the meeting ofmembers, whose decision is final.

 

17.           **HOW VOTING IS CARRIED OUT**

 

17.1         **Method of voting**

 

A resolution put to the vote ata meeting of members must be decided on a show of hands unless a poll isdemanded:

 

(a)           by the chairman under rule 17.2(a), beforethe show of hands is held; or

 

(b)           otherwise under rule 17.2, either beforeor on declaration of the result of the vote on a show of hands.

 

17.2         **Demand for a poll**

 

A poll may be demanded on anyresolution, except a resolution concerning the election of the chairman of ameeting or an adjournment of a meeting, by:

 

(a)           the chairman;

 

(b)           at least 5 members entitled to vote on theresolution; or

 

(c)           members entitled to cast at least 5% of thevotes that may be cast on the resolution on a poll (worked out as at the timerequired by the Corporations Act).

 

The demand for a poll may bewithdrawn and does not affect the continuation of the meeting for thetransaction of other business.

 

17.3         **When and how polls must betaken**

 

If a poll is demanded:

 

(a)           subject to rule 14.8(b), if the resolutionis for the adjournment of the meeting, the poll must be taken immediately and,subject to rule 17.3(c), in the manner that the chairman of the meetingdirects;

 

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(b)           in all other cases, the poll must be taken atthe time and place and, subject to rule 17.3(c), in the manner that thechairman of the meeting directs;

 

(c)           votes which the Corporations Act requires to becast in a given way must be treated as cast in that way;

 

(d)           a person voting who has the right to cast 2 ormore votes need not cast all those votes and may cast those votes in differentways; and

 

(e)           the result of the poll is the resolution of themeeting at which the poll was demanded.

 

17.4         **Suspension of proceedings**

 

For the purpose of allowing anypoll to be taken or determined, the chairman of the meeting may suspend theproceedings of the meeting for any period the chairman decides withouteffecting an adjournment.  No businessmay be transacted and no discussion may take place during any suspension ofproceedings unless the chairman otherwise allows.

 

18.           **SECRETARY**

 

18.1         **Terms and conditions of office**

 

A Secretary holds office on theterms that the Board decides.  The Boardmay vary any decision previously made by it in respect of a Secretary.

 

18.2         **Removal from office**

 

Subject to any contract betweenthe Company and the Secretary, the Board may remove a Secretary from thatoffice whether or not the appointment was expressed to be for a specified term.

 

19.           **MINUTES**

 

19.1         **Minutes must be kept**

 

The Board must cause minutes tobe kept in accordance with the Corporations Act of:

 

(a)           proceedings and resolutions of meetings of themembers;

 

(b)           proceedings and resolutions of Board meetings;

 

(c)           proceedings and resolutions of meetings of acommittee to which Board powers are delegated under rule 8;

 

(d)           the name of Directors or other persons presentat each Board meeting or committee meeting; and

 

(e)           resolutions passed by Directors without ameeting.

 

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19.2         **Minutes as evidence**

 

A minute recorded and signed orotherwise kept in accordance with the Corporations Act is evidence of theproceeding, resolution or declaration to which it relates unless the contraryis proved.

 

19.3         **Inspection of minute books**

 

The Company must allow membersto inspect, and provide copies of, the minute books for the meetings and otherdocuments of the Company only if and to the extent required by the CorporationsAct.

 

20.           **COMPANY SEALS**

 

20.1         **Common seal**

 

The Board:

 

(a)           may decide whether or not the Company has acommon seal; and

 

(b)           is responsible for the safe custody of thatseal (if any) and any duplicate seal it decides to adopt under the CorporationsAct.

 

20.2         **Share seal**

 

The Board may decide whether ornot the Company has a share seal, as a duplicate of the common seal.  A share seal must:

 

(a)           be a facsimile of the common seal and have thewords “share seal” on its face; and

 

(b)           (but need not be) only be used in sealing sharecertificates and option certificates of the Company and be affixed in the samemanner as the common seal.

 

20.3         **Use of seals**

 

The common seal and share orother duplicate seal (if any) may only be used with the authority of the Board(which may be given before or after the affixing of the seal).  The Board must not authorise the use of aseal that does not comply with the Corporations Act.

 

20.4         **Fixing seals to documents**

 

Without limiting the ways inwhich the Company can execute documents in accordance with the Corporations Act(or otherwise) if the Company has a common seal or a share or other duplicateseal, any document to which the seal is fixed must be signed by 2 Directors orby a Director and Secretary, unless a different procedure is decided by theBoard.

 

21.           **ACCOUNTS AND AUDIT**

 

21.1         **Company must keep accounts**

 

The Board must cause the Companyto keep written financial records that:

 

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(a)           correctly record and explain its transactions(including transactions undertaken as trustee) and financial position andperformance; and

 

(b)           would enable true and fair financial statementsto be prepared and audited,

 

and must allow a Director andthe auditor to inspect those records at all reasonable times.

 

21.2         **Financial reporting**

 

The Board must cause the Companyto prepare a financial report and a Directors’ report that comply with theCorporations Act and must report to members in accordance with the CorporationsAct no later than the deadline set by the Corporations Act.

 

21.3         **Audit**

 

The Board must cause the Company’sfinancial report for each financial year to be audited and obtain an auditor’sreport.  The eligibility, appointment,removal, remuneration, rights and duties of the auditor are regulated by theCorporations Act.

 

21.4         **Conclusive reports**

 

Audited financial reports laidbefore the Company in general meetings are conclusive except as regards errorsnotified to the Company within 3 months after the relevant general meeting.  If the Company receives notice of an errorwithin that period, it must immediately correct the report and the report ascorrected is then conclusive.

 

21.5         **Inspection of financialrecords and books**

 

Subject to rule 19.3 andunless otherwise required under the Corporations Act, a member who is not aDirector does not have any right to inspect any document of the Company exceptas authorised by the Board.

 

22.           **SHARES**

 

22.1         **Issue at discretion of Board**

 

Subject to the Corporations Actand rule 22.3, the Board may, on behalf of the Company, issue, grantoptions over or otherwise dispose of unissued shares to any person on any termsand at the times that the Board decides.

 

22.2         **Preference and redeemablepreference shares**

 

The Company may issue preferenceshares (including preference shares that are liable to be redeemed).  The rights attached to preference shares are:

 

(a)           the rights set out in or determined inaccordance with rule 23; or

 

(b)           the rights otherwise approved in accordancewith the Corporations Act.

 

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22.3         **Restrictions on issue**

 

The Company must not issueshares or grant options if the issue or grant would result in a breach of theListing Rules.

 

22.4         **Brokerage and commissions**

 

The Company may pay brokerage orcommissions to a person in respect of that person or another person agreeing totake up shares in the Company**.**

 

22.5         **Surrender of shares**

 

The Board may accept a surrenderof shares:

 

(a)           to compromise a question as to whether thoseshares have been validly issued; or

 

(b)           if surrender is otherwise within the Company’spowers.

 

The Company may sell or re-issuesurrendered shares in the same way as forfeited shares.

 

22.6         **Variation of rights**

 

If the Company issues differentclasses of shares, or divides issued shares into different classes, the rightsattached to shares in any class may (subject to the Corporations Act) be variedor cancelled only:

 

(a)           with the written consent of the holders of 75%of the issued shares of the affected class; or

 

(b)           by special resolution passed at a separatemeeting of the holders of the issued shares of the affected class.

 

Subject to the terms of issue ofshares, the rights attached to a class of shares are not treated as varied bythe issue of further shares which rank equally with that existing class forparticipation in profits and assets of the Company.  The rules relating to general meetingsof the Company and proceedings at those meetings apply (modified as necessary)to a separate meeting of a class of holders convened for the purpose of this rule 22.6,except that:

 

(c)           a quorum is at least 2 persons holding orrepresenting by proxy one-third of the issued shares of the class (but so thatif at any adjourned meeting a quorum is not present, any 2 holders of shares ofthe class present in person or by proxy shall be a quorum); and

 

(d)           any holder of shares of that class present inperson or by proxy may demand a poll and every such holder on a poll has onevote for every share of the class held by him.

 

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23.           **PREFERENCE SHARES**

 

23.1         **Rights attaching to preferenceshares**

 

(a)           The Board may, subject to this document, issuepreference shares with any rights attaching to them (including rights denotedin foreign currency) that the Board determines prior to issue.  The rights so determined need not be the sameas those attached to any preference shares then on issue.

 

(b)           Preference shares may be issued in one or moreseparate series and each series will be identified in the manner determined bythe Board.

 

23.2         **Dividend rights**

 

(a)           Without limiting the powers of the Board underthis document, before allotting any preference shares, the Board must determinethe following matters or the manner in which those matters are to bedetermined:

 

(i)            the rate or amount of dividends payable on theshares (if any);

 

(ii)           the times or circumstances for payment ofdividends on the shares;

 

(iii)          the periods in respect of which the dividendsare payable;

 

(iv)          any priority in payment of dividends on theshares in relation to other classes of shares;

 

(v)           whether the shares have a right to cumulativedividends or non-cumulative dividends; and

 

(vi)          whether the shares have any further right toparticipate in profits available for dividends.

 

(b)           The terms of issue of any preference shares mayalso provide:

 

(i)            the basis (if any) upon which the amount of adividend will be adjusted to take account of, or by reference to, any tax orother fiscal impost, or franking or imputation credits or both; and

 

(ii)           that to the extent that an amount is paid to aholder of preference shares other than by way of dividend paid by the Company,the amount of any dividend that would (but for the terms of issue) have beenpayable to the holder of the preference shares shall be reduced orextinguished.

 

23.3         **Priority as to payment ofdividends**

 

Such of the following provisions(in whole or part) as the Board determines prior to allotment shall apply inrelation to any particular preference shares:

 

(a)           the Company shall pay dividends on thepreference shares:

 

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(i)            in priority to the payment of any dividends onthe ordinary shares;

 

(ii)           equally with dividends on all other preferenceshares expressed to rank equally with them for participation in profits; and

 

(iii)          behind dividends on all preference shares (ifany) expressed to rank in priority to them for participation in profits.

 

(b)           Where the holder of a preference share has aright to cumulative dividends, on redemption or in a winding up the Companymust pay to the holder an amount equal to all arrears of or accrued dividends(whether declared or not) to the date of redemption or of commencement of thewinding up (as the case may be) with the same priority in relation to othershares as determined under rule 23.3(a).

 

(c)           Where the holder of a preference share has aright to non-cumulative dividends, on redemption or in a winding up, theCompany must pay to the holder an amount equal to any dividend declared but notpaid before the date of redemption or of commencement of the winding up (as thecase may be) with the same priority in relation to other shares as determinedpursuant to rule 23.3(a).

 

23.4         **Notices and reports**

 

If required under the CorporationsAct, the Listing Rules or the terms of issue of preference shares, theCompany must give the holder of a preference share notice of each meeting ofmembers in accordance with rule 13 and send the holder financial reportsin accordance with rule 21.2.

 

23.5         **Voting rights**

 

A holder of preference shareshas the right to speak and vote at a meeting of members of the Company in eachof the following circumstances and in no others:

 

(a)           during a period in which a dividend (or part ofa dividend) in respect of the preference share is in arrears;

 

(b)           on a proposal to reduce the Company’s sharecapital;

 

(c)           on a resolution to approve the terms of a buy-backagreement;

 

(d)           on a proposal that affects rights attached tothe preference share;

 

(e)           on a proposal to wind up the Company;

 

(f)            on a proposal for the disposal of the whole ofthe Company’s property, business and undertaking;

 

(g)           during the winding up of the Company; and

 

(h)           in such other circumstances as the Boarddetermines prior to the issue of the preference shares.

 

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23.6         **Non-cumulative preferenceshares**

 

All or any of the followingprovisions in whole or part shall apply in relation to any particular non-cumulativepreference shares if so determined by the Board prior to issue:

 

(a)           If, in the opinion of the Board, thedistributable profits of the Company are sufficient to cover the payment infull of dividends on the non-cumulative preference shares on any dividendpayment date, and also the payment in full of all dividends stated to bepayable on that date on any other preference shares expressed to rank equallywith them for participation in profits, then each such dividend shall bedeclared and paid in full.

 

(b)           If, in the opinion of the Board, thedistributable profits of the Company are insufficient to cover the payment infull of dividends on the non-cumulative preference shares on any dividendpayment date, and also the payment in full of all dividends stated to bepayable on that date on any other preference shares expressed to rank equallywith them for participation in profits, then dividends shall be declared by theBoard pro rata for the non-cumulative preference shares and such otherpreference shares to the extent of the available distributable profits (if any)to the intent that the amount of dividend declared per share on each such non-cumulativepreference share and other preference share will bear to each other the sameratio as the dividends accrued per share on each such non-cumulative preferenceshare and on each other preference share (including cumulative dividendsaccrued if any) bear to each other.  Ifit subsequently appears that any such dividend should not, in accordance withthe provisions of this sub-paragraph, have been so paid, then provided theDirectors have acted in good faith they shall not incur any liability for anyloss which any shareholder may suffer in consequence of such payment havingbeen made.

 

(c)           If, in the opinion of the Board, the payment ofany dividend on any non-cumulative preference shares would breach or cause abreach of, or the Company is in breach of, the capital adequacy requirementsapplicable to the Company and/or any of its subsidiaries under the rules applicableto Australian banks then the amount of the dividend shall be reduced orextinguished to the extent the Board considers necessary having regard to thoserules.

 

(d)           Subject to rule 23.8, the non-cumulativepreference shares shall carry no further right to participate in the profits ofthe Company and if and to the extent that all or any part of a dividend is onany occasion not paid for the reasons described in paragraphs (b) or (c) ofthis rule 23.6, the holders of such shares shall have no claim in respectof such non-payment.

 

(e)           If any day on which dividends are payable onnon-cumulative preference shares is not a day on which banks in Melbourne (orsuch other city as may be determined by the Board prior to issue) are open forbusiness in Melbourne or such other city (“**BusinessDay**”), then payment of the dividend payable on such day will be madeon the next Business Day.

 

(f)            Dividends payable on non-cumulative preferenceshares shall accrue from and to the dates determined by the Board prior toissue, and the amount of dividend

 

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payable in respect of any periodshorter than a full dividend period will be calculated on the basis of a 365day year (or, if the Board so determines prior to allotment, a 360 day year and30 day months) and the actual number of days elapsed in such period.

 

(g)           If the dividend stated to be payable on the non-cumulativepreference shares on the most recent dividend payment date has not beendeclared and paid in full, or if a sum has not been set aside to provide forsuch payment in full, no dividends may be declared on any other share capitalof the Company and no sum may be set aside for the payment thereof, unless, onthe date of declaration, an amount equal to the dividend stated to be payableon the non-cumulative preference shares in respect of the then current dividendperiod is set aside for the payment in full of such dividend on the dividendpayment date relating to the then current dividend period.

 

(h)           If any dividend stated to be payable on the non-cumulativepreference shares on any dividend payment date has not been declared and paidin full, or if a sum has not been set aside to provide for such payment infull, the Company may not without approval of a special resolution passed at aseparate general meeting of holders of the non-cumulative preference shares inaccordance with rule 22.6 redeem or purchase or otherwise acquire for anyconsideration any other share capital of the Company and may not set aside anysum nor establish any sinking fund for the redemption, purchase or other suchacquisition, or pay a cash dividend on any share capital over which the non-cumulativepreference shares rank in priority for participation in profits until such timeas dividends stated to be payable on the non-cumulative preference shares inrespect of successive dividend periods together aggregating no less than 12months have been declared and paid in full.

 

23.7         **Redeemable preference shares**

 

(a)           Before issuing any preference shares, the Boardmust determine whether the shares are to be redeemable or non-redeemable and,if redeemable, the Board must determine the following matters or the manner inwhich those matters are to be determined:

 

(i)            whether the shares are to be redeemable at theoption of the Company alone or otherwise;

 

(ii)           the redemption date or dates (which may bespecified or determined by reference to a particular event) or thecircumstances in which the shares are liable to be redeemed;

 

(iii)          the amount payable on redemption;

 

(iv)          any notice required or other conditions forexercise of the rights of redemption; and

 

(v)           the manner in which the shares are to beredeemed.

 

(b)           Any redeemable preference shares shall beredeemed by the Company in accordance with the terms of issue determined by theBoard prior to issue.

 

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23.8         **Conversion**

 

If so determined by the Boardprior to issue any series of preference shares shall be convertible to ordinaryshares on such terms as the Board determines prior to allotment.

 

23.9         **Variation of rights**

 

Except in accordance with rule 22.6,the Board shall not authorise or create, or increase the amount of, any sharesof any class or any security convertible into shares of any class ranking forparticipation in the profits or assets of the Company in priority to that classof preference shares.

 

23.10       **Priority in winding up**

 

(a)           The Board shall determine before allotment ofany preference shares the priority of the preference shares with respect torepayment of capital and the rights (if any) of the holders to participate inany surplus assets on a winding up of the Company.

 

(b)           If so determined by the Board beforeallotment, the following provisions shall apply, namely, that the holders ofthe preference shares shall have the right on a winding up of the Company topayment of a sum equal to the amount paid up or credited as paid up on thepreference shares, and of the dividends and any other amount to which theholder is entitled in accordance with the terms of issue:

 

(i)            inpriority to any payment to ordinary shareholders;

 

(ii)           equallywith payments to holders of all other preference shares expressed to rankequally with them on a winding up; and

 

(iii)          behindpayments to holders of all preference shares (if any) expressed to rank inpriority to them on a winding up,

 

butshall not participate in any surplus or other distribution of profits or assetsof the Company.

 

24.           **CERTIFICATES**

 

24.1         **Uncertificated securities**

 

Unless the Listing Rules andASTC Settlement Rules allow the Company to issue a certificate forparticular securities, the Company:

 

(a)           must not issue a certificate for thosesecurities; and

 

(b)           may cancel a certificate for those securitieswithout issuing another certificate.

 

Rules 24.3 and 24.4 applyonly if there is a current certificate for particular securities.

 

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24.2         **Certificated shares**

 

Where allowed under rule 24.1,the Company must issue a certificate of title to shares that complies with theCorporations Act and deliver it to the holder of those shares in accordancewith the Corporations Act.  The Companymust not charge any fee to issue a certificate.

 

24.3         **Multiple certificates andjoint holders**

 

Subject to rule 24.1, if amember requests the Company to issue several certificates each for a part ofthe shares registered in the member’s name, the Company must do so.  For this purpose, joint holders of shares area single member.  The Company may issueonly 1 certificate that relates to each share registered in the names of 2 ormore joint holders and may deliver the certificate to any of those jointholders.

 

24.4         **Lost and worn out certificates**

 

Subject to rule 24.1, theCompany must issue a new certificate if a certificate:

 

(a)           is lost or destroyed and the owner of therelevant securities applies in accordance with the Corporations Act; or

 

(b)           is defaced or worn out and is produced to theCompany.

 

25.           **REGISTER**

 

25.1         **Joint holders**

 

If the Register names 2 or morejoint holders of a share, the Company must treat the person named first in theRegister in respect of that share as the sole owner of it for all purposes(including the giving of notice) except for:

 

(a)           delivery of certificates (to which rule 24.3applies);

 

(b)           right to vote (to which rule 16.4applies);

 

(c)           power to give directions as to payment of, or areceipt for, dividends (to which rules  28.8 and 28.9 apply);

 

(d)           liability for instalments or calls (whichsubject to the Corporations Act is joint and several);

 

(e)           sale of Non-marketable Parcels under rule 32;and

 

(f)            transfer.

 

25.2         **Non-beneficial holders**

 

Subject to the Corporations Act,unless otherwise ordered by a court of competent jurisdiction or required bystatute, the Company:

 

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(a)           may treat the registered holder of any share asthe absolute owner of it; and

 

(b)           need not recognise any equitable or other claimto or interest in a share by any person except a registered holder.

 

25.3         **Branch register**

 

The Company may maintain abranch register of members at a place outside Australia in accordance with theCorporations Act.  The Board may makeprovision for transfer of shares of the Company between the register of membersand a branch register and between branch registers.

 

26.           **PARTLY PAID SHARES**

 

26.1         **Fixed instalments**

 

If a share is issued on termsthat some or all of the issue price is payable by instalments, the registeredholder of the share must pay every instalment to the Company when due.  If, having been given notice of theinstalment in accordance with rule 26.4, the registered holder does notpay it when due, rules 26.7 to 26.16 apply as if the registered holder hadfailed to pay a call.

 

26.2         **Pre-payment of calls**

 

The Board may:

 

(a)           accept pre-payment of some or all of the amountunpaid on a share above the sums actually called as a payment in advance ofcalls;

 

(b)           agree to payment by the Company of interest ata rate no higher than the Interest Rate on that part of the advance paymentwhich for the time being exceeds the aggregate amount of the calls then made onthe shares in respect of which it was paid; and

 

(c)           unless otherwise agreed between the member andthe Company, repay the sum or part of the pre-payment of some or all of theamount unpaid on a share above the sums actually called as a payment in advanceof calls.

 

26.3         **Calls made by Board**

 

Subject to the terms of issue ofa share and to any special resolution passed under the Corporations Act, theBoard may:

 

(a)           make calls on a member for some or all of themoney unpaid on a share held by that member;

 

(b)           make a call payable by instalments; and

 

(c)           revoke or postpone a call before the due datefor payment.

 

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26.4         **Notice of call**

 

The Company must give a memberon whom a call has been made or from whom an instalment is due, written noticeof the call or instalment within the time limits and in the form required bythe Listing Rules.

 

26.5         **Classes of shares**

 

The Board may issue shares onterms as to the amount of calls to be paid and the time for payment of thosecalls which are different as between the holders of those shares.  The Board may make different calls ondifferent classes of shares.

 

26.6         **Obligation to pay calls**

 

Subject to the Corporations Act,a member subject to a call must pay the amount of the call to the payee namedin the notice of call no later than the time specified in the notice.  Joint holders of a share are jointly andseverally liable for calls.

 

26.7         **Called Amounts**

 

If a call is not paid on orbefore the day specified for payment, the Board may require the member liablefor the call to pay:

 

(a)           interest on the amount of the call at theInterest Rate from that day until payment is made; and

 

(b)           all costs and expenses incurred by the Companybecause payment was not made on that day.

 

26.8         **Proof of call**

 

On the hearing of an action forrecovery of a Called Amount, proof of the following matters is conclusive proofof the debt:

 

(a)           the minute books of the Company record theBoard’s resolution making the call; and

 

(b)           notice of the call was given under rules 26.4and 36.1; and

 

(c)           the person sued appears in the Register as aholder of the share in respect of which the call was made.

 

26.9         **Forfeiture notice**

 

At any time until a Called Amountis paid, the Board may give the relevant member a notice which:

 

(a)           requires the member to pay the Called Amount;

 

(b)           states the Called Amount at the date of thenotice;

 

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(c)           specifies how to calculate the Called Amountwhen payment is made;

 

(d)           specifies a date at least 14 days after thedate of the notice by which and a place at which payment must be made; and

 

(e)           states that if payment is not made at thatplace on or before that date, the share to which the call relates is liable tobe forfeited.

 

26.10       **Forfeiture**

 

If the requirements of a noticegiven under rule 26.9 are not satisfied, the Board may forfeit the sharein respect of which that notice was given (and all dividends, interest and othermoney payable in respect of that share and not actually paid before theforfeiture) by resolution passed before the Called Amount is paid.

 

26.11       **Disposal and re-issue offorfeited shares**

 

A share forfeited under rule 26.10immediately becomes the property of the Company.  Subject to the Listing Rules, the Board, onbehalf of the Company, may:

 

(a)           re-issue the share to any person with orwithout any money paid on it by any former holder credited as paid and on theterms it decides; or

 

(b)           sell or otherwise dispose of the share to anyperson and on the terms it decides, and execute and register a transfer of it.

 

26.12       **Notice of forfeiture**

 

The Company must promptly:

 

(a)           give notice of the forfeiture of a share to themember who held the share immediately before the resolution for forfeiture waspassed; and

 

(b)           enter the forfeiture and its date in theRegister.

 

A written declaration that ashare was forfeited on a specified date and notice of forfeiture was given inaccordance with this document signed by a Director or Secretary is, in theabsence of proof to the contrary, evidence of those facts and of the Company’sright to dispose of the share.

 

26.13       **Cancellation, exemption orwaiver of forfeiture**

 

Subject to the Corporations Actand the Listing Rules, the Board may:

 

(a)           cancel the forfeiture of a share on any termsat any time before it disposes of that share under rule 26.11;

 

(b)           exempt a share from any part of this rule 26;or

 

(c)           waive or compromise all or part of any paymentdue to the Company under this rule 26.

 

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26.14       **Effect of forfeiture**

 

A person who held a share whichhas been forfeited under rule 26.10 ceases to be a member in respect ofthat share but remains liable to pay the Called Amount until it is paid infull.  The Board may elect not to enforcepayment of an amount due to the Company under this rule.

 

26.15       **Application of proceeds**

 

The Company must:

 

(a)           apply the net proceeds of any re-issue, sale ordisposal of a forfeited share under rule 26.11 (after payment of all costsand expenses) to satisfy the Called Amount; and

 

(b)           subject to the terms of issue of the share, payany surplus to the person who held the share immediately before forfeiture.

 

26.16       **Title of new holder**

 

The title of the new holder of aforfeited share is not affected by any irregularity in the forfeiture or there-issue, sale or disposal.  The soleremedy of any person previously interested in the share is damages which may berecovered only from the Company.  The newholder is not liable for the Called Amount.

 

26.17       **Mortgage of uncalled capital**

 

If the Company grants a mortgageor charge over uncalled capital, the Board may delegate its power to make callsto:

 

(a)           the person in whose favour the mortgage orcharge is granted; or

 

(b)           a trustee or agent for that person,

 

on the terms (including power tofurther delegate) and subject to any restrictions the Board decides.  If the Board does so, a call made inaccordance with the delegation is treated as made by the Board.

 

27.           **COMPANY LIENS**

 

27.1         **Existence of liens**

 

Unless the terms of issueprovide otherwise, the Company has a first and paramount lien on each sharefor:

 

(a)           all money called or payable at a fixed time inrespect of that share (including money payable under rule 26.7) that isdue but unpaid; and

 

(b)           amounts paid by the Company for which theCompany is indemnified under rule 27.4.

 

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The lien extends to alldividends payable in respect of the share and to proceeds of sale of the share.

 

27.2         **Sale under lien**

 

If:

 

(a)           the Company has a lien on a share;

 

(b)           an amount secured by the lien is due andpayable;

 

(c)           the Company has given notice to the memberregistered as the holder of the share:

 

(i)            requiring payment of the amount which is dueand payable and secured by the lien;

 

(ii)           stating the amount due and payable at the dateof the notice;

 

(iii)          specifying how to calculate the amount due whenpayment is made; and

 

(iv)          specifying a date (at least 10 business daysafter the date of the notice) by which and a place at which payment of thatamount must be made; and

 

(d)           the requirements of the notice given underparagraph (c) are not fulfilled,

 

the Company may sell the shareas if it had been forfeited under rule 26.10. Rules 26.11, 26.15 and26.16 apply, to the extent practical and modified as necessary, as if theCalled Amount in respect of that share were the aggregate of the amountreferred to in paragraph (b) and the costs and expenses incurred by theCompany because that amount was not paid when due.

 

27.3         **Protection of lien**

 

The Company may do anythingnecessary or desirable under the ASTC Settlement Rules to protect a lienor other interest in shares to which it is entitled by law or under thisdocument.

 

27.4         **Indemnity for paymentsrequired to be made by the Company**

 

If the law of any jurisdictionimposes or purports to impose any immediate, future or possible liability onthe Company, or empowers or purports to empower any person to require theCompany to make any payment, on account of a member or referable to a shareheld by that member (whether alone or jointly) or a dividend or other amountpayable in respect of a share held by that member, the Company:

 

(a)           is fully indemnified by that member from thatliability;

 

(b)           may recover as a debt due from the member theamount of that liability together with interest at the Interest Rate from thedate of payment by the Company to the date of re-payment by the member; and

 

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(c)           subject to rule 30.5, may refuse toregister a transfer of any share by that member until the debt has been paid tothe Company.

 

Nothing in this document in anyway prejudices or affects any right or remedy which the Company has (includingany right of set-off) and, as between the Company and the member, any suchright or remedy is enforceable by the Company.

 

27.5         **Exemption and waiver**

 

Subject to the Corporations Actand the Listing Rules, the Board may:

 

(a)           exempt a share from any part of this rule 27;or

 

(b)           waive or compromise all or part of any paymentdue to the Company under this rule 27.

 

28.           **DIVIDENDS**

 

28.1         **Accumulation of reserves**

 

Before paying any dividend tomembers, the Board may:

 

(a)           set aside out of profits of the Companyreserves to be applied, in the Board’s discretion, for any purpose it decidesand use any sum so set aside in the business of the Company or invest it ininvestments selected by the Board and vary and deal with those investments asit decides; or

 

(b)           carry forward any amount out of profits whichthe Board decides not to distribute without transferring that amount to areserve; or

 

(c)           do both.

 

28.2         **Dividends must be paid out ofprofits**

 

(a)           The Company must not pay a dividend except out ofprofits of the Company (including profits previously set aside as areserve).  The Company does not incur adebt merely by fixing the amount or time for payment of a dividend.  A debt arises only when the time fixed forpayment arrives.  The decision to pay adividend may be revoked by the Board at any time before then.

 

(b)           A resolution of the Board as to the amount ofthe Company’s profits and the amount of them available for dividend isconclusive.

 

28.3         **Payment of dividends**

 

Subject to the Corporations Act,rules 28.2, 28.4 and 28.10, and the terms of issue of shares, the Boardmay resolve to pay any dividend it thinks appropriate and fix the time forpayment.

 

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28.4         **Amount of dividend**

 

Subject to the terms of issue ofshares, the Corporations Act and the Listing Rules:

 

(a)           the Company may pay a dividend on 1 class ofshares to the exclusion of another class; and

 

(b)           (subject also to rule 28.5) each share ofa class on which the Board resolves to pay a dividend carries the right toparticipate in the dividend in the same proportion that the amount for the timebeing paid on the share bears to the total issue price of the share.

 

28.5         **Prepayments, payments duringdividend period and credits without payment**

 

For the purposes of rule 28.4:

 

(a)           an amount paid in advance of calls is not takeninto account as part of the amount for the time being paid on a share;

 

(b)           if an amount was paid on a share during theperiod to which a dividend relates, the Board may resolve that only theproportion of that amount which is the same as the proportion which the periodfrom the date of payment to the end of the period to which the dividend relatesbears to the total period to which the dividend relates, counts as part of theamount for the time being paid on the share; and

 

(c)           an amount credited on a partly paid sharewithout payment in money or money’s worth being made to the Company is nottaken into account as a part of the amount for the time being paid on a share.

 

28.6         **Dividends in kind**

 

The Board may resolve to pay adividend (either generally or to specific members) in cash or satisfy it bydistribution of specific assets (including shares or securities of any othercorporation), the issue of shares or the grant of options.  If the Board satisfies a dividend bydistribution of assets, the Board may:

 

(a)           fix the value of any asset distributed;

 

(b)           make cash payments to members on the basis ofthe value fixed so as to adjust the rights of members between themselves;

 

(c)           vest an asset in trustees; and

 

(d)           appoint any Director or Secretary to sign onbehalf of each member entitled to participate in the dividend any document inthe Board’s opinion desirable or necessary:

 

(i)            to vest in the member title to assets; and

 

(ii)           in the case of a distribution of shares in anycorporation, to constitute the member’s agreement to become a member of thecorporation,

 

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and, in executing the document,the Director or Secretary acts as agent and attorney for the member.

 

28.7         **Source of dividends**

 

Subject to the Listing Rules,the Board may resolve to pay a dividend to some members out of a particularreserve or out of profit derived from a particular source and pay the same dividendto other members entitled to it out of other reserves or profits.

 

28.8         **Method of payment**

 

The Company may pay any cashdividend, interest or other money payable in respect of shares by cheque sent,and may distribute assets by sending the certificates or other evidence oftitle to them, through the post directed to:

 

(a)           the address of the member (or in the case of ajointly held share, the address of the joint holder named first in theRegister); or

 

(b)           to any other address the member (or in the caseof a jointly held share, all the joint holders) directs in writing,

 

or by any other method ofpayment or distribution the Board decides, including by direct credit.

 

28.9         **Joint holders’ receipt**

 

Any 1 of the joint holders of ashare may give an effective receipt for any dividend, interest or other moneypayable in relation to that share.

 

28.10       **Retention of dividends byCompany**

 

The Company may retain thedividend payable on a share:

 

(a)           of which a person seeks to be registered as theholder under rule 31.2 or 31.3, until that person is registered as theholder of that share or transfers it;

 

(b)           on which the Company has a lien, to satisfy theliabilities in respect of which the lien exists; and

 

(c)           that is part of a Non-marketable Parcel if theNon-marketable Parcel was created by a transfer of shares after the date onwhich this constitution is adopted by the Company until the shares comprisingthe Non-marketable Parcel are sold under rule 32 or, because of thetransfer of additional shares to the holder, the shares held by the holdercease to be a Non-marketable Parcel.

 

28.11       **No interest on dividends**

 

No member may claim, and theCompany must not pay, interest on a dividend (either in money or kind).

 

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29.           **SHARE PLANS**

 

29.1         **Implementing share plans**

 

Without limiting the Board’spowers under rule 22.1, the Board may (subject to the Corporations Act andthe Listing Rules) implement 1 or more of:

 

(a)           a re-investment plan under which any dividendor other cash payment in respect of a share or convertible security may, at theelection of the person entitled to it, be:

 

(i)            retained by the Company and applied in paymentfor fully paid shares or other securities issued under the plan; and

 

(ii)           treated as having been paid to the personentitled and simultaneously re-paid by that person to the Company to be held byit and applied in accordance with the plan;

 

(b)           any other plan under which members or securityholders may elect that dividends or other cash payments in respect of shares besatisfied:

 

(i)            by the issue of shares or other securities ofthe Company or any other body corporate or trust in place of dividends or othercash payments; or

 

(ii)           be paid out of a particular reserve or out ofprofits derived from a particular source; or

 

(iii)          be forgone in consideration of another form ofdistribution from the Company, another body corporate or a trust; and

 

(c)           a plan under which shares or other securitiesof the Company or any other body corporate may be issued or otherwise providedfor the benefit of employees or Directors of the Company or any of its relatedbodies corporate.

 

29.2         **Board obligations anddiscretions**

 

The Board:

 

(a)           must do everything necessary or desirable togive effect to a plan implemented under rule 29.1 and the rules governingit; and

 

(b)           may, as it thinks appropriate, for any planimplemented under rule 29.1:

 

(i)            vary the rules governing; or

 

(ii)           suspend or terminate,

 

its operation.

 

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30.           **TRANSFER OF SHARES**

 

30.1         **Mode of transfer**

 

Subject to this document, amember may transfer a share by any means permitted by the Corporations Act orby law.  The Company must not charge anyfee on transfer of a share.

 

30.2         **Market obligations**

 

The Company:

 

(a)           may do anything permitted by the CorporationsAct, the Listing Rules and the ASTC Settlement Rules that the Boardthinks necessary or desirable in connection with the Company taking part in acomputerised or electronic system established or recognised by the CorporationsAct, the Listing Rules, or the ASTC Settlement Rules for the purpose offacilitating dealings in shares; and

 

(b)           must comply with obligations imposed on it bythe Listing Rules or the ASTC Settlement Rules in relation to transfersof shares.

 

30.3         **Transfer by written document**

 

Except in the case of a properASTC transfer (within the meaning of the Corporations Act), a document oftransfer must be:

 

(a)           delivered to the registered office of theCompany or the address of the Register last notified to members by the Company;

 

(b)           accompanied by the certificate (if any) for theshares to be transferred or evidence satisfactory to the Board of its loss ordestruction; and

 

(c)           marked with payment of any stamp duty payable.

 

Property in and title to adocument of transfer that is delivered to the Company (but not the shares towhich it relates) passes to the Company on delivery.

 

30.4         **Restricted securities**

 

If any securities of the Companyare classified as restricted securities under the Listing Rules:

 

(a)           during the escrow period set by the restrictionagreement required by ASX in relation to those securities:

 

(i)            the member who holds the restricted securitiesmay not dispose of them; and

 

(ii)           the Company must not register a transfer of therestricted securities or otherwise acknowledge a disposal of them,

 

except as permitted by theListing Rules or ASX; and

 

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(b)           if there is a breach of the Listing Rules orof the relevant restriction agreement in relation to a restricted security, theholding of that security does not, while the breach continues, entitle amember:

 

(i)            to be present, speak or vote at, or be countedin the quorum for, a meeting of members; or

 

(ii)           to receive any dividend or other distribution.

 

In this rule 30.4, “dispose”(and other grammatical forms of it) has the meaning given by the Listing Rules.

 

30.5         **Refusal to register transfer**

 

The Board:

 

(a)           may refuse to register a transfer of sharesonly if that refusal would not contravene the Listing Rules or the ASTCSettlement Rules;

 

(b)           subject to the Corporations Act, must notregister a transfer to a subsidiary of the Company;

 

(c)           must not register a transfer if theCorporations Act, the Listing Rules or the ASTC Settlement Rules forbidregistration; and

 

(d)           without limiting paragraph (a), subject to theCorporations Act, the Listing Rules and the ASTC Settlement Rules, mayrefuse to register a transfer of shares where the registration of the transferwould create a new holding of an Non-marketable Parcel.

 

If the Board refuses to registera transfer, the Company must give the lodging party notice of the refusal andthe reasons for it within 5 business days after the date on which the transferwas delivered to it.

 

30.6         **Transferor remains holderuntil transfer registered**

 

The transferor of a shareremains the holder of it until:

 

(a)           in the case of a proper ASTC transfer, the timethe Corporations Act or the ASTC Settlement Rules provide that thetransfer takes effect; and

 

(b)           otherwise, the transfer is registered and thename of the transferee is entered in the Register.

 

30.7         **Powers of attorney**

 

The Company may assume, asagainst a member, that a power of attorney granted by that member that islodged with or produced or exhibited to the Company remains in force, and mayrely on it, until the Company receives express notice in writing at itsregistered office of:

 

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(a)           the revocation of the power of attorney; or

 

(b)           the death, dissolution or insolvency of themember.

 

31.           **TRANSMISSION OF SHARES**

 

31.1         **Death of joint holder**

 

The Company must recognise onlythe surviving joint holders as being entitled to shares registered jointly inthe names of a deceased member and others. The estate of the deceased joint holder is not released from anyliability in respect of the shares.

 

31.2         **Death of single holder**

 

The Company must not recogniseanyone except the legal personal representative of the deceased member as havingany title to shares registered in the sole name of a deceased member.  If the personal representative gives theBoard the documents described in the provisions of the Corporations Act dealingwith instruments of transfer executed by a personal representative from anotherjurisdiction or evidence of grants of probate or other information thatsatisfies the Board of the representative’s entitlement to be registered asholder of the shares:

 

(a)           subject to rules 30.5 and 31.4 the Companymust register the personal representative as the holder of the shares as soonas practical after receipt of a written and signed notice to the Company fromthe representative requiring it to do so; and

 

(b)           whether or not registered as the holder of theshares, the personal representative:

 

(i)            may, subject to rule 30, transfer theshares to another person; and

 

(ii)           has the same rights as the deceased member.

 

31.3         **Transmission of shares oninsolvency or mental incapacity**

 

Subject to the Bankruptcy Act1966, if a person entitled to shares because of the insolvency or mentalincapacity of a member gives the Board the information it reasonably requiresto establish the person’s entitlement to be registered as holder of the shares:

 

(a)           subject to rules 30.5 and 31.4 the Companymust register that person as the holder of the shares as soon as practicalafter receipt of a written and signed notice to the Company from that personrequiring it to do so; and

 

(b)           whether or not registered as the holder of theshares, that person:

 

(i)            may, subject to rule 30, transfer theshares to another person; and

 

(ii)           has the same rights as the insolvent orincapable member.

 

If the provisions of theCorporations Act dealing with rights of trustees of estates of bankrupts apply,this rule is supplemental to them.

 

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31.4         **Refusal to register holder**

 

The Company has the same rightto refuse to register a personal representative or person entitled to shares onthe insolvency or mental incapacity of a member as it would have if that personwere the transferee named in a transfer signed by a living, solvent, competentmember.

 

32.           **NON-MARKETABLE PARCELS**

 

32.1         **Board power of sale**

 

(a)           The Board may sell a share that is part of aNon-marketable Parcel if it does so in accordance with rule 32.2 or 32.3(whichever the Board decides is to apply) and the other provisions of thisrule.

 

(b)           The Board’s power to sell lapses if a takeover(as defined in the Listing Rules) is announced after the Board gives a noticeunder rule 32.2 and before the Board enters into an agreement to sell theshare.

 

32.2         **Sale with notice**

 

(a)           **Notice of proposed sale**

 

Once in any 12 month period orany other period permitted under the Listing Rules, the Board may give writtennotice to a member who holds a Non-marketable Parcel:

 

(i)            stating that it intends to sell theNon-marketable Parcel; and

 

(ii)           specifying a date at least 6 weeks (or anylesser period permitted under the Corporations Act or the Listing Rules) afterthe notice is given by which the member may give the Company written noticethat the member wishes to retain the holding.

 

If the Board’s power to selllapses under rule 32.1, any notice given by the Board under this rule istaken never to have been given and the Board may give a new notice after theclose of the offers made under the takeover.

 

(b)           **No sale where member givesnotice**

 

The Board must not sell aNon-marketable Parcel if, in response to a notice given under this rule 32.2,the Company receives a written notice that the member wants to keep theNon-marketable Parcel.

 

(c)           **Joint holders**

 

If required under theCorporations Act or the Listing Rules, if a Non-marketable Parcel is heldjointly, the Board must give notice under rule 32.2 to each of the jointholders.

 

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32.3         **Divestment without notice**

 

Subject to the Corporations Actand the Listing Rules, the Board may sell a share that is part of a Non-marketableParcel without giving notice to the holder of the share or any other person ifthe Non-marketable Parcel was created by a transfer of shares after 20 December 1999.

 

32.4         **Terms of sale**

 

A sale of shares under this rule includesall dividends payable on and other rights attaching to them.  The Company must pay the costs of the sale ifrequired by the Listing Rules to do so. Otherwise, the Board may decide the manner, time and terms of sale.

 

32.5         **Share transfers**

 

For the purpose of giving effectto this rule, each Director and Secretary has power to initiate or execute orotherwise effect a transfer of a share as agent for a member who holds aNon-marketable Parcel.

 

32.6         **Application of proceeds**

 

(a)           In the case of a sale under rule 32.2, theCompany must:

 

(i)            deduct any Called Amount in respect of theshares sold under this rule from the proceeds of sale and pay the balanceinto a separate bank account it opens and maintains for the purpose only;

 

(ii)           hold that balance in trust for the previousholder of the shares (the “**Divested Member**”);

 

(iii)          as soon as practical give written notice to theDivested Member stating:

 

(A)          what the balance is; and

 

(B)           that it is holding the balance for the DivestedMember while awaiting the Divested Member’s instructions and return of thecertificate (if any) for the shares sold or evidence of its loss ordestruction;

 

(iv)          if the shares sold were certificated, not paythe proceeds of sale out of the trust account until it has received thecertificate for them or evidence of its loss or destruction; and

 

(v)           subject to paragraph (iv), deal with the amountin the account as the Divested Member instructs.

 

(b)           In the case of a sale under rule 32.3, theCompany must:

 

(i)            deduct any Called Amount in respect of theshares sold under this rule and (where permitted by the Listing Rules andthe Board so decides) the costs of

 

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sale from the aggregate of theproceeds of sale and any dividends retained under rule 28.10(c); and

 

(ii)           pay the balance, if any, to the previous holderof the shares.

 

32.7         **Protections for transferee**

 

The title of the new holder of ashare sold under this rule is not affected by any irregularity in thesale.  The sole remedy of any personpreviously interested in the share is damages which may be recovered only fromthe Company.

 

32.8         **Rights to vote suspended**

 

The Board may resolve that theholders of Non-marketable Parcels created by transfers of shares after 20 December 1999have no right to vote, and that resolution has effect accordingly.

 

33.           **ALTERATION OF SHARE CAPITAL**

 

33.1         **Capitalisation of profits**

 

The Company may capitaliseprofits, reserves or other amounts available for distribution to members.  Subject to the terms of issue of shares and rule 33.4,members are entitled to participate in a capital distribution in the sameproportions in which they are entitled to participate in dividends.

 

33.2         **Adjustment of capitalisedamounts**

 

The Board may settle anydifficulty that arises in regard to a capitalisation of profits as it thinksappropriate and necessary to adjust the rights of members among themselvesincluding:

 

(a)           fix the value of specific assets;

 

(b)           make cash payments to members on the basis ofthe value fixed for assets or in place of fractional entitlements which aredisregarded so as to adjust the rights of members between themselves;

 

(c)           disregard fractional entitlements; and

 

(d)           vest cash or specific assets in trustees.

 

33.3         **Conversion of shares**

 

Subject to the Corporations Act,the Listing Rules, rules 22.2 and 33.5 and the terms of issue of shares,the Company may convert:

 

(a)           shares into a larger or smaller number ofshares;

 

(b)           an ordinary share into a preference share; and

 

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(c)           a preference share into an ordinary share,

 

by resolution passed at ameeting of members (but, in the case of a conversion of partly paid shares intoa larger number of shares the proportion between the amount paid and the amountunpaid on each share must be the same as before the conversion).  This rule 33.3 does not limit any otherway in which the Company can convert or alter share capital in accordance withthe Corporations Act and the Listing Rules.

 

33.4         **Adjustments on conversion**

 

The Board may do anything itthinks appropriate and necessary to give effect to a resolution convertingshares including, if a member becomes notionally entitled to a fraction of ashare as a result of the conversion:

 

(a)           make a cash payment or disregard fractionalentitlements so as to adjust the rights of members between themselves; or

 

(b)           vest fractional entitlements in a trustee, tobe dealt with as determined by the Board; or

 

(c)           round up fractional entitlements to the nearestwhole share by capitalising an amount under rule 33.1 even though not allmembers participate in the capitalisation.

 

33.5         **Reduction of capital**

 

Subject to the Listing Rules,the Company may reduce its share capital:

 

(a)           by reduction of capital in accordance with theCorporations Act; or

 

(b)           by buying back shares in accordance with theCorporations Act; or

 

(c)           in any other way for the time being permittedby the Corporations Act.

 

33.6         **Distribution of securities inanother corporation**

 

Where the Company reduces itsshare capital by way of distribution of specific assets, being shares or othersecurities in another corporation, the Board may appoint any Director orSecretary to sign on behalf of each member entitled to participate in thedistribution any document in the Board’s opinion desirable or necessary:

 

(a)           to vest in the member title to assets; and

 

(b)           in the case of a distribution of shares in anycorporation, to constitute the member’s agreement to become a member of thecorporation,

 

and, in executing the document,the Director or Secretary acts as agent and attorney for the member.

 

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34.           **CURRENCY FOR PAYMENTS**

 

34.1         **Board may decide currency**

 

The Board may, with theagreement of the recipient or in accordance with the terms of issue of a share,pay:

 

(a)           dividends;

 

(b)           other amounts payable to members (includingrepayments of capital and distributions of capitalised amounts); or

 

(c)           remuneration of Directors or other officers,

 

in the currency of a countryother than Australia.

 

34.2         **Conversion to Australiandollars**

 

If the Board decides to make apayment in a currency other than Australian dollars and it is necessary, forthe purposes of these rules or for any other purpose, to calculate theAustralian dollar equivalent of the payment, the Board must fix a time (earlierthan the time for payment) and specify the buying or selling rate quoted by theCompany or by any other financial institution approved by the Board as the timeand rate that apply for that purpose.

 

34.3         **Preference shares**

 

Nothing in this rule 34limits anything in rule 23.

 

35.           **WINDING UP**

 

35.1         **Entitlement of members**

 

Subject to the terms of issue ofshares and this rule 35, the surplus assets of the Company remaining afterpayment of its debts are divisible among the members in proportion to thenumber of fully paid shares held by them and, for this purpose, a partly paidshare is counted as a fraction of a fully paid share equal to the proportionwhich the amount paid on it bears to the total issue price of the share.

 

35.2         **Distribution of assetsgenerally**

 

If the Company is wound up, theliquidator may, with the sanction of a special resolution:

 

(a)           divide the assets of the Company among themembers in kind and for that purpose fix the value of assets and decide how thedivision is to be carried out as between the members and different classes ofmembers; and

 

(b)           vest assets of the Company in trustees on anytrusts for the benefit of the members as the liquidator thinks appropriate.

 

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35.3         **No distribution of liabilities**

 

The liquidator cannot compel amember to accept marketable securities in respect of which there is a liabilityas part of a distribution of assets of the Company.

 

35.4         **Distribution not in accordancewith legal rights**

 

If the liquidator decides on adivision or vesting of assets of the Company under rule 35.2 which doesnot accord with the legal rights of the contributories, any contributory whowould be prejudiced by it may dissent and has ancillary rights as if thatdecision were a special resolution passed under the Corporations Act.

 

36.           **NOTICES**

 

36.1         **Notices by Company**

 

A notice is properly given bythe Company to a person if it is:

 

(a)           in writing signed on behalf of the Company (byoriginal or printed signature);

 

(b)           addressed to the person to whom it is to begiven; and

 

(c)           either:

 

(i)            delivered personally;

 

(ii)           sent by pre-paid mail to that person’s address;or

 

(iii)          sent by fax to the fax number (if any)nominated by that person; or

 

(iv)          sent by electronic message to the electronicaddress (if any) nominated by that person.

 

This rule does not limitthe manner in which a notice may be given by the Company.

 

36.2         **Overseas members**

 

A member whose registeredaddress is not in Australia may notify the Company in writing of an address inAustralia to which notices may be sent.

 

36.3         **When notice is given**

 

A notice to a person by theCompany is regarded as given and received:

 

(a)           if it is delivered personally or sent by fax orelectronic message:

 

(i)            by 5.00 pm (local time in the place of receipt)on a business day - on that day; or

 

(ii)           after 5.00 pm (local time in the place ofreceipt) on a business day, or on a day that is not a business day - on thenext business day; and

 

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(b)           if it is sent by mail – on the day it isposted.

 

A certificate in writing signedby a Director or Secretary of the Company stating that a notice was sent isconclusive evidence of service.

 

36.4         **Notice to joint holders**

 

Notice to joint holders ofshares must be given to the joint member named first in the Register.  Every person who becomes entitled to a shareis bound by every notice in respect of that share that was properly given to aperson registered as the holder of the share before the transfer ortransmission of the share was entered in the Register.

 

36.5         **Counting days**

 

Subject to the Corporations Actand the Listing Rules, if a specified period must pass after a notice is givenbefore an action may be taken, the day on which the notice is given is excludedand the day on which the action is to be taken is included in reckoning theperiod.

 

36.6         **Notices to “lost” members**

 

If:

 

(a)           on 2 or more consecutive occasions a noticeposted to a member is returned unclaimed or with an indication that the memberis not known at the address to which it was sent; or

 

(b)           the Board believes on other reasonable groundsthat a member is not at the address shown in the Register or notified to theCompany under rule 36.2,

 

the Company may give effectivenotice and future notices to that member by exhibiting the notice at theCompany’s registered office for at least 48 hours.

 

Thisrule ceases to apply if the member gives the Company notice of a newaddress.

 

37.           **UNCLAIMED MONEY**

 

The Company must deal withunclaimed dividends and distributions and unclaimed proceeds of shares sold orreissued under this document in accordance with the law relating to unclaimedmoney in the Company’s jurisdiction of registration.

 

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