**Exhibit 1**

Australia and NewZealand Banking Group Limited

 

 

**Constitution**

 

**Constitution incorporating amendments effective at 16December 2005**

 

Australia and NewZealand Banking Group LimitedACN 005 357 522

100 Queen Street

Melbourne   Victoria  3000   Australia

Telephone (61 3) 92735555  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         |
|       |                   |                                            |       |
| **27.**    | **COMPANY LIENS**      | **40**                                          |

 

vii

----

 
|            | 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

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|            | 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

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**AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITEDACN 005 357 522**

**CONSTITUTION**

**1.**             PRELIMINARY

**1.1**           Replaceable rules

The replaceable rules referred to in the Corporations Act do not applyto the Company and are replaced by the rules set out in this document.

**1.2**           Definitions

The following definitions apply in this document.

“**Alternate**”means an alternate Director appointed under rule 4.1.

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

“**ASTC**” means ASXSettlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

“**ASTC Settlement Rules**”means the operating rules of ASTC and, to the extent they are applicable, theoperating rules of each of ASX and Australian Clearing House Pty Limited (ABN48 001 314 503).

“**ASX**”****means Australian Stock Exchange Limited.

“**Board**” meansthe Directors acting collectively under this document.

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

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

(a)           the amount of acall on that share which is due and unpaid; and

(b)          any amount the Board requiresa member to pay under rule 26.7.

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

“**Company**” meansAustralia and New Zealand Banking Group Limited ACN 005 357 522, whatever itsname is for the time being.

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

**“Director**” means a person whois, for the time being, a director of the Company including, where appropriate,an Alternate.

“**dividend**”includes a bonus.

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

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subsidiary or acts in an executive capacity for theCompany or a subsidiary under a contract for services and includes a ManagingDirector.

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

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

(b)           if no rate isprescribed, the rate 2% above the rate for the time being fixed under the *Penalty Interest Rates Act* 1983 (Vic).

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

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

“**member**” means aperson whose name is entered in the Register as the holder of a share.

“**Non-marketableParcel**” means a parcel of shares of a single class registered in thesame name or the same joint names which is less than:

(a)           the number thatconstitutes a marketable parcel of shares of that class under the ListingRules; or

(b)           subject to theCorporations Act, the Listing Rules and the ASTC Settlement Rules, any othernumber determined by the Board from time to time.

“**ordinaryresolution**” means a resolution of members other than a specialresolution.

“**Register**” meansthe register of members kept as required by the Corporations Act and includes:

(a)           a branch registerof members; and

(b)           a computerised orelectronic sub-register established and administered under the ASTCSettlement Rules.

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

(a)           includes salary,bonuses, fringe benefits and superannuation contributions provided by theCompany; and

(b)           excludes apayment made as compensation for loss of office or in connection withretirement from office, additional amounts payable under rules 10.3 and10.4 and an insurance premium paid by the Company or indemnity underrule 11.

“**Secretary**” means, during the term ofthat appointment, a person appointed as a secretary of the Company inaccordance with this document.

“**special resolution**” has the meaninggiven by the Corporations Act.

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“**VotingMember**” in relation to a general meeting, or a meeting of a class ofmembers, means a member who has the right to be present, and to vote on, atleast 1 item of business to be considered at the meeting.

**1.3**           Interpretation ofthis document

Headings and marginal notes are for convenience only,and do not affect interpretation.  Thefollowing rules also apply in interpreting this document, except where thecontext makes it clear that a rule is not intended to apply.

(a)           A reference to:

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

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

###### (B)           re-enacted,amended or replaced,

###### and includes any subordinate legislation orrules issued under that legislation or those rules;

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

(iii)          a person includesany type of entity or body of persons, whether or not it is incorporated or hasa separate legal identity, and any executor, administrator or successor in lawof the person; and

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

(b)          A singular word includes theplural, and vice versa.

(c)           A word which suggests 1 genderincludes the other genders.

(d)          If a word is defined, anotherpart of speech has a corresponding meaning.

(e)           If an example is given ofanything (including a right, obligation or concept), the example does not limitthe scope of that thing.

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

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

(h)          A reference to a power is alsoa reference to authority or discretion.

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

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(i)            represented orreproduced in any mode in a visible form (including electronically); or

(ii)           communicated inany other manner approved by the Board from time to time.

(j)            Where:

(i)            an expression ina rule deals with a matter which is dealt with by a provision of theCorporations Act, the Listing Rules or the ASTC Settlement Rules, thatexpression has the same meaning in this document as in that provision; and

(ii)           subject toparagraph (i), an expression in a rule that is defined in section 9 of theCorporations Act has the same meaning in this document as in that section.

(k)           A reference to aChapter, Part, Division or section is a reference to a Chapter, Part, Divisionor section of the Corporations Act.

**2.**             LISTING RULES ANDTHE CORPORATIONS ACT

If, and to the extent the Listing Rules or the Corporations Act areinconsistent with this document, the Listing Rules or the Corporations Act (asapplicable) prevail.

**3.**              DIRECTORS

**3.1**           Number ofDirectors

The Board may decide thenumber of Directors (not counting Alternates) but that number must be not lessthan 5.   The maximum number must not bemore than 15 or any lower number that the Board decides.

**3.2**           Appointment bythe Board

Subject to theCorporations Act, this document and to the number of Directors for the timebeing fixed under rule 3.1 not being exceeded, the Board may appoint aperson to be a Director at any time.  AnyDirector so appointed automatically retires at the next annual general meetingand is eligible for election by that general meeting.

**3.3**           Election bygeneral meeting

Subject to this document,the Corporations Act and to the number of Directors for the time being fixedunder rule 3.1 not being exceeded, the Company may elect Directors by ordinaryresolution.

**3.4**          Eligiblecandidates

The Company ingeneral meeting cannot validly appoint a person as a Director unless:

(a)           the person retires under rules3.2 or 3.5 and seeks election or re-election; or

4

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(b)           the Board recommends theappointment; or

(c)           at least 45 business days (orany other period fixed by the Board and notified to ASX) before the date of themeeting at which the election is to occur, unless the Listing Rules otherwiserequire, the Company receives at its registered office both:

(i)            a nomination of the person bya member (who may be the person); and

(ii)           a consent to actas a Director signed by the person.

**3.5**           Retirement ofDirectors

(a)           A Director mustretire from office at the third annual general meeting after the Director waselected or last re-elected.

(b)           A Director mayelect to retire and seek re-election at an annual general meeting before the timerequired by rule 3.5(a), provided at least 45 business days (or any otherperiod as the Board may determine) before the annual general meeting theDirector has given the Board notice of his or her intention to do so.  If the Director gives such a notice, theDirector must then retire from office at the relevant annual general meeting.

(c)           An election ofDirectors must be held at each annual general meeting.  If no election of Directors is scheduled tooccur at an annual general meeting under rule 3.2, 3.5(a) or 3.5(b), then1 Director must retire from office at the annual general meeting.

(d)           None ofrules 3.5(a), 3.5(b) and 3.5(c) applies to the Managing Director (or ifthere is more than 1, the 1 (if any) nominated under rule 7.3(a)) andAlternates.

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

**3.6**           Selection ofDirectors to retire

Subject to theCorporations Act, the Director who retires under rule 3.5(c) is theDirector 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 ofretirement

A Director’s retirementunder rule 3.2 or 3.5 takes effect at the end of the relevant annual generalmeeting unless the Director is re-elected at that meeting.

**3.8**           Cessation ofDirector’s appointment

The office of aDirector automatically becomes vacant if the person who holds the office:

(a)           becomes an insolvent underadministration;

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(b)           is not permittedby the Corporations Act (or an order made under the Corporations Act) to be adirector or vacates office by force of the Corporations Act;

(c)           becomes of unsound mind or physicallyor mentally incapable of performing the functions of that office;

(d)           fails to attend (eitherpersonally or by an Alternate) 3 consecutive Board meetings (not includingmeetings of a committee of the Board) without leave of absence from the Board;

(e)           resigns by noticein writing to the Company; or

(f)            is removed fromoffice under rule 3.9.

**3.9**           Removal fromoffice

Whether or not a Director’sappointment was expressed to be for a specified period, subject to theCorporations Act the Company by ordinary resolution may remove a Director fromoffice.

**3.10**         Too few Directors

If the number ofDirectors is reduced below the minimum required by rule 3.1, the continuingDirectors may act as the Board only:

(a)           to appoint Directors up tothat minimum number;

(b)           to convene a meeting ofmembers; and

(c)           in emergencies.

**4.**             ALTERNATE DIRECTORS

**4.1**           Appointment ofAlternates

A Director (other than anAlternate) may appoint a person who is approved by the Board (without the voteof the Appointor) to act as Alternate for a specified period or each time theAppointor is unable to attend a Board meeting or a meeting of a committee ofthe Board or act as a Director.

**4.2**           Notice of Boardmeetings

The Company mustgive the Alternate notice of Board meetings or meetings of a committee of theBoard only if the Appointor requests it to do so.

**4.3**           Obligations andentitlements of Alternates

An Alternate:

(a)           may attend and vote in placeof the Appointor at a Board meeting or a meeting of a committee of the Board atwhich the Appointor is not present;

6

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(b)           if also a Director, has aseparate right to vote as Alternate;

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

(d)           when acting as Alternate, isan officer of the Company and subject to all the duties, and entitled toexercise all the powers and rights, of the Appointor as a Director; and

(e)           is entitled to reasonabletravelling, hotel and other expenses incurred in attending meetings of theCompany of the Board or of committees of the Board while otherwise engaged onthe business of the Company on the same basis as other Directors but is notentitled to any other remuneration from the Company (but the Appointor mayfurther remunerate the Alternate).

**4.4**           Termination ofappointment

An Appointor atany time may revoke the appointment of a person as an Alternate. Anyappointment of an Alternate made by the Appointor immediately ceases if:

(a)           the Appointor ceases to be aDirector; or

(b)           an event occurswhich would cause the Alternate to vacate office under rule 3.8 if theAlternate were a Director.

**4.5**           Appointments andrevocations in writing

An Appointor mustappoint, and revoke the appointment of, any Alternate in writing.  The appointment or revocation is noteffective until a copy is provided to the Company.

**5.**             POWERS OF THE BOARD

**5.1**           Powers generally

Except as otherwiserequired by the Corporations Act, any other applicable law, the Listing Rulesor this document, the Board:

(a)           has exclusivepower to manage the business of the Company; and

(b)           subject to rule5.3, may exercise every right, power or capacity of the Company to theexclusion of the Company in general meeting and the members.

**5.2**           Exercise ofpowers

A power of theBoard can, without limitation, be exercised:

(a)           by resolution passed by theBoard (including a resolution under rule 12.8); or

(b)           in accordancewith a delegation of the power under rules 7, 8 or 26.17.

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**5.3**           Sale of mainundertaking

Unless otherwisepermitted by the Listing Rules or the Corporations Act, the Board must not sellor dispose of the main undertaking of the Company unless the decision isratified by the Company in general meeting.

**6.**             EXECUTINGNEGOTIABLE INSTRUMENTS

**6.1**           Board’s powers

The Board must decide themanner (including the use of facsimile signatures if thought appropriate) inwhich negotiable instruments can be executed, accepted or endorsed for and onbehalf of the Company.  The Company mayexecute, accept, or endorse negotiable instruments only in the manner for thetime being decided by the Board.

**6.2**           Delegation ofpowers

Nothing in rule 6.1limits the Board’s ability to delegate its powers in accordance withrule 8.

**7.**             MANAGING DIRECTOR

**7.1**           Appointment andpower of Managing Director

(a)           The Board mayappoint 1 or more Directors to be a Managing Director either for a specifiedterm (but not for life) or without specifying a term.

(b)           The Board maydelegate any of the powers of the Board to a Managing Director:

(i)            on the terms andsubject to any restrictions the Board decides; and

(ii)           so as to beconcurrent with, or to the exclusion of, the powers of the Board.

(c)           The Board mayrevoke the delegation at any time.

**7.2**           Retirement andremoval of Managing Director

Subject to rule7.3, a Managing Director is not:

(a)           subject to automatic retirementunder rule 3.2; or

(b)           required to retire underrule 3.5,

but (subject toany contract between the Company and that Managing Director) is otherwisesubject to the same rules regarding resignation, removal and retirement fromoffice as the other Directors.

**7.3**           Multiple ManagingDirectors

If there are 2 ormore Managing Directors at the same time:

(a)           the Board may nominate 1 ofthem as the Managing Director to be exempted from

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retirement:

(i)            under rule 3.2;and

(ii)           underrule 3.5,

and may revoke thenomination at any time; and

(b)           if a Managing Director hasbeen nominated under rule 7.3(a) and the Board later nominates a differentManaging Director under that rule, the one first nominated must retire at thenext annual general meeting after the later nomination.

If none of theManaging Directors (if more than 1) is the subject of a current nominationunder rule 7.3(a), each of them must retire under rule 3.5.

**7.4**           Termination ofappointment of Managing Director

Whether or not theappointment of a Managing Director was expressed to be for a specified term,the appointment of a Managing Director terminates if:

(a)           the Managing Director ceasesfor any reason to be a Director;

(b)           the Board removes the ManagingDirector from the office of Managing Director (which, subject to any contractbetween the Company and the Managing Director, the Board has power to do); or

(c)           the Managing Director ceasesto be employed by the Company, unless the Board decides differently.

**8.**             DELEGATION OFBOARD POWERS

**8.1**           Delegation tocommittee or attorney

The Board maydelegate any of its powers:

(a)           to a Director; or

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

(c)           to any other person orpersons; or

(d)           to an attorney,

and may revoke adelegation previously made whether or not the delegation is expressed to be fora specified period.  This rule issupplemental to the Corporations Act.

**8.2**           Terms ofdelegation

A delegation ofpowers under rule 8.1 may be made:

(a)           for a specified period orwithout specifying a period; and

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(b)           on the terms (including powerto further delegate) and subject to any restrictions the Board decides.

Power exercised inaccordance with a delegation of the Board is treated as exercised by the Board.

**8.3**           Powers ofattorney

A power of attorneygranted under rule 8.1 may contain any provisions for the protection andconvenience of those who deal with the attorney that the Board thinksappropriate.

**8.4**           Proceedings ofcommittees

Subject to the terms onwhich a power of the Board is delegated to a committee, the meetings andproceedings of committees are, so far as they can be (modified as necessary),governed by the rules of this document which regulate the meetings andproceedings of the Board.

**9.**             DIRECTOR’S DUTIESAND INTERESTS

**9.1**           Scope ofDirectors’ duties

A Director is notdisqualified by reason only of being a Director from:

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

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

(c)           entering into anyagreement with the Company.

**9.2**           Declaration ofinterests

A Director mustcomply with the Corporations Act in relation to disclosure of interests.

**9.3**           Directorinterested in a matter

Each Director must complywith the Corporations Act in relation to not being present, or voting, at aBoard meeting that considers a matter in which the Director has a materialpersonal interest.  Subject to theCorporations Act:

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

(i)            any matter inwhich the Director has an interest; and

(ii)           without limitingsubparagraph (i),whether the Company enters into an agreement or proposedagreement in which that Director has an interest;

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(b)           the Company mayenter into the agreement and the Director may participate in the execution ofany relevant document by or on behalf of the Company;

(c)           the Director may be counted ina quorum at a Board meeting that considers, and may vote on, matters involvingthe agreement; and

(d)           if any disclosure requiredunder the Corporations Act is made before the agreement is entered into:

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

(ii)           the Companycannot avoid the agreement merely because of the existence of the Director’sinterest.

**9.4**           Agreements withthird parties

The Company cannotavoid an agreement with a third party merely because a Director:

(a)           fails to make a disclosurerequired under the Corporations Act; or

(b)           is present at, orcounted in the quorum for, a meeting that considers, votes on, or participatesin the execution of, that agreement in breach of the Corporations Act.

**9.5**           Obligation ofsecrecy

Every Director andSecretary must keep the transactions and affairs of the Company and the stateof its accounts confidential unless required to disclose them:

(a)           in the course of duties as anofficer of the Company;

(b)           by the Board or the Company ingeneral meeting; or

(c)           by law or under the ListingRules.

The Company mayrequire a Director, Secretary, auditor, trustee, committee member or otherperson engaged by it to sign a confidentiality undertaking consistent with thisrule.  A Director or Secretary must do soif required by the Company.

**10.**           DIRECTORS’REMUNERATION

**10.1**         Remuneration ofExecutive Directors

Subject to any contractwith the Company and to the Listing Rules, the Board may fix the remunerationof each Executive Director.  Thatremuneration may consist of salary, bonuses or any other elements but must notbe a commission on or percentage of profits or operating revenue.

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**10.2**         Remuneration ofnon-executive Directors

The Directors (other thanthe Executive Directors and those who are Directors only because they areAlternates) are entitled to be paid for their services as directors, out of thefunds of the Company, an amount of Remuneration which:

(a)           does not:

(i)            in any year exceed inaggregate the amount last fixed by ordinary resolution; or

(ii)           consist of acommission on or percentage of profits or operating revenue; and

(b)           is allocated among them:

(i)            on an equal basis havingregard to the proportion of the relevant year for which each Director heldoffice; or

(ii)           as otherwisedecided by the Board; and

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

If the Board decides toinclude non cash benefits in a Director’s Remuneration, the Board must alsodecide the manner in which the value of those benefits is to be calculated forthe purposes of this rule.

The Remuneration of aDirector is taken to accrue from day to day, except that Remuneration in theform of a non-cash benefit is taken to accrue at the time that the benefitis provided to the Director, subject to the terms on which the benefit isprovided.

**10.3**         AdditionalRemuneration for extra services

If a Director, at therequest of the Board and for the purposes of the Company, performs extraservices or makes special exertions (including going or living away from theDirector’s usual residential address), the Company may pay that Director afixed sum set by the Board for doing so. Remuneration under this rule may be either in addition to or insubstitution for any remuneration to which that Director is entitled underrules 10.1 or 10.2.

**10.4**         Expenses ofDirectors

The Company may pay aDirector (in addition to any remuneration) all reasonable expenses (includingtravelling and accommodation expenses) incurred by the Director:

(a)           in attendingmeetings of the Company, the Board, or a committee of the Board;

(b)           on the businessof the Company; or

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(c)           in carrying outduties as a Director.

**10.5**         Directors’retirement benefits

Subject to theCorporations Act and the Listing Rules, the Company may:

(a)           agree with a Director orperson about to become a Director that, when or after the person dies or ceasesto be a Director, the Company will pay a pension or lump sum benefit to:

(i)            that person; or

(ii)           after that person’sdeath, any of the surviving spouse, dependants or legal personalrepresentatives of that person; or

(b)           pay a pension orlump sum benefit of the type referred to in paragraph (a) whether or notthe Company has agreed to do so.

**11.**           OFFICERS’INDEMNITY AND INSURANCE

**11.1**         Indemnity

Subject to and so far asmay be permitted under applicable law, the Company may:

(a)           indemnify anyofficer or employee of the Company or any of its wholly-ownedsubsidiaries, or its auditor, against all Liabilities incurred as such an officer,employee or auditor to a person including a Liability incurred as a result ofappointment or nomination by the Company or wholly-owned subsidiary as atrustee or as an officer or employee of another corporation;

(b)           make a payment(whether by way of advance, loan or otherwise) in respect of legal costsincurred by an officer or employee or auditor in defending an action for aLiability incurred as such an officer, employee or auditor or in resisting orresponding to actions taken by a government agency, a duly constituted RoyalCommission or other official inquiry, a liquidator, administrator, trustee inbankruptcy or other authorised official.

In this rule, “Liabilities”means liabilities of any kind (whether actual or contingent and whether fixed orunascertained) and includes costs, damages and expenses, including costs andexpenses incurred in connection with any investigation or inquiry by agovernment agency, a duly constituted Royal Commission or other officialinquiry, a liquidator, administrator, trustee in bankruptcy or other authorisedofficial.

**11.2**         Insurance

Subject to applicablelaw, the Company may enter into, and pay premiums on, a contract of insurancein respect of any person.

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**11.3**         Former officers

The indemnity in favourof officers under rule 11.1 applies in respect of all acts done by aperson while an officer of the Company or one of its subsidiaries even thoughthe person is not an officer:

(a)           at the time theclaim is made; or

(b)           at the date ofadoption of this constitution.

**11.4**         Deeds

Subject to applicablelaw, where the Board considers it appropriate to do so, the Company may binditself in any contract or deed with any officer or employee of the Company orwholly-owned subsidiary to indemnify the officer or employee and to enterinto and pay premiums on contracts insuring the officer or employee againstliability.

**11.5**         No limitation onother rights

This rule 11 does notlimit any other rights of a person or the powers of the Company to indemnifyany person or to do anything else which it may do under applicable law.

**12.**           BOARD MEETINGS

**12.1**         Convening Boardmeetings

A Director may at anytime, and the Secretary must on request from a Director, convene a Boardmeeting.

**12.2**         Notice of Boardmeeting

(a)           The convenor ofeach Board meeting:

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

(A)          each Director;and

(B)           each Alternate inrespect of whom the Appointor has given notice under rule 4.2 requestingnotice of Board meetings to be given to that Alternate; and

(ii)           may give thatnotice orally (including by telephone) or in writing.

(b)           Each Directormust notify to the Company an address in Australia or New Zealand, and maynotify a fax number or electronic address, as the Director’s address to whichnotices of Board meetings are to be given.

(c)           Accidentalfailure to give notice to, or non-receipt of notice by, a Director does notresult in a Board meeting being invalid.

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**12.3**         Use of technology

(a)           Subject to theCorporations Act, a Board meeting may be held using any technology.  A Board meeting held solely or partly bytechnology is treated as held at the place at which the greatest number of theDirectors present at the meeting is located or, if an equal number of Directorsis located in each of 2 or more places, at the place where the chairman of themeeting is located.

(b)           If, before orduring a meeting, any technical difficulty occurs where one or more Directorscease to participate, the Chairman may adjourn the meeting until the difficultyis remedied or may, where a quorum of Directors remains present, continue themeeting.

**12.4**         Chairing Boardmeetings

(a)           The Board mayelect a Director as chairman of its meetings and may elect one or moreDirectors as deputy chairman.  The Boardmay decide the period for which those Directors hold their respective offices.

(b)           If there is nochairman or deputy chairman of Directors or if none of them are present within15 minutes after the time for which a Board meeting is called or is unwillingto act, the Directors present must elect a Director present to chair themeeting.

**12.5**         Quorum

Unless the Board decidesotherwise, the quorum for a Board meeting is 2 Directors and a quorum must bepresent for the whole meeting.  AnAlternate who is also a Director or a person who is an Alternate for more than1 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**         Majoritydecisions

A resolution of the Boardmust be passed by a majority of the votes cast by Directors present andentitled to vote on the resolution.  Ifan equal number of votes is cast for and against a resolution:

(a)           the chairman of the meetinghas a second or casting vote unless:

(i)            only 2 Directors are entitledto vote; or

(ii)           the chairman ofthe meeting is not entitled to vote; and

(b)           if the chairmandoes not have a second or casting vote under rule 12.6(a), the matter isdecided in the negative.

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**12.7**         Procedural rules

The Board may adjournand, subject to this document, otherwise regulate its meetings as it decides.

**12.8**         Writtenresolutions

If:

(a)           each Director,and each Alternate in respect of whom the Appointor has given notice underrule 4.2, is given a document setting out a proposed resolution; and

(b)           at leasttwo-thirds of the Directors who are entitled to vote on the resolution statethat they are in favour of the resolution by signing the document,

a Board resolution inthose terms is passed at the time when the last of the Directors who constitutethe majority signs.

**12.9**         Additionalprovisions concerning written resolutions

For the purpose ofrule 12.8:

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

(b)           2 or more separate documentsin identical terms, each of which is signed by 1 or more Directors, are treatedas 1 document;

(c)           signature of a document by anAlternate is not required if the Appointor of that Alternate has signed thedocument;

(d)           signature of a document by theAppointor of an Alternate is not required if that Alternate has signed thedocument in that capacity;

(e)           a telex, telegramor facsimile or a message in electronic form containing the text of thedocument expressed to have been signed by a Director that is sent to theCompany is a document deemed to be signed by that Director at the time of itsreceipt by the Company; and

(f)            accidentalfailure to give notice of a document under rule 12.8, or non-receipt ofsuch document by a Director, does not result in the resolution being invalid.

**12.10**       Valid proceedings

Each resolutionpassed or thing done by, or with the participation of, a person acting as aDirector or member of a committee is valid even if it is later discovered that:

(a)           there was a defect in theappointment of the person; or

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(b)           the person wasdisqualified from continuing in office, voting on the resolution or doing thething.

**13.**           MEETINGS OFMEMBERS

**13.1**         Annual generalmeeting

The Company must hold anannual general meeting as required by the Corporations Act.

**13.2**         Calling meetingsof members

A meeting of members:

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

(b)           must be convenedby the Board when required by the Corporations Act or by an order made underthe Corporations Act.

**13.3**         Notice of meeting

Notice of a meeting ofmembers must be given in accordance with the Corporations Act.  The notice of meeting must comply with theCorporations Act and with the Listing Rules and may be given in any mannerpermitted by the Corporations Act.

**13.4**         Postponement orcancellation

Subject to theCorporations Act, the Board may:

(a)           postpone a meeting of members;or

(b)           cancel a meeting of members;or

(c)           change the place for a generalmeeting,

by written notice:

(d)           published in adaily newspaper circulating in Australia; or

(e)           given to ASX; or

(f)            subject to theCorporations Act and the Listing Rules, given in any other manner determined bythe Board.

**13.5**         Content of noticeof meeting

(a)           Subject to theCorporations Act, the Board may determine the contents of the notice of meetingof members called by the Board, as the Board thinks fit.  The notice must state the general nature ofthe meeting’s business and any other matters required by the CorporationsAct.  No business may be transacted atthe meeting unless the general nature of the business is stated in the notice.

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(b)           Subject to theCorporations Act, no person may move any amendment to a resolution which hasits terms set out in the notice of meeting or to a document which relates tothat resolution (a copy of which has been made available to members to inspector obtain), without the approval of the chairman of the meeting.

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

(a)           The chairman of a meeting ofmembers:

(i)            is responsiblefor the general conduct and procedures to be adopted at the meeting;

(ii)           may, subject tothe Corporations Act, at any time terminate discussion or debate on any matterbeing considered by the meeting, where the chairman considers it necessary ordesirable for the proper and orderly conduct of the meeting;

(iii)          may, subject tothe Corporations Act, eject a member from the meeting, at any time the chairmanconsiders it is necessary or desirable for the proper and orderly conduct ofthe meeting; and

(iv)          may require theadoption of any procedure which is in the chairman’s opinion necessary ordesirable for proper and orderly debate or discussion and the proper andorderly casting or recording of votes at the meeting,

and a decision by the chairman under this ruleis final.

(b)           The chairman of ameeting may invite a person who is not a member to attend and to speak at themeeting.

(c)           Subject to rule13.9, if the chairman considers that there are too many persons in attendanceat a meeting to fit into the venue where the meeting is to be held, thechairman may nominate a separate meeting place using any technology that givesthe members as a whole a reasonable opportunity to participate.

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

**13.7**         Fresh notice

If a meeting of membersis postponed or adjourned for 1 month or more, the Company must give new noticeof the resumed meeting.

**13.8**         Notice to jointholders of shares

If a share is heldjointly, the Company need only give notice of a meeting of members (or of anycancellation or postponement notice of which is given to members) to the jointholder who is named first in the Register.

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**13.9**         Technology

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

(b)           If, before orduring a meeting of members any technical difficulty occurs where all membersmay not be able to participate, the Chairman may:

(i)            adjourn themeeting until the difficulty is remedied; or

(ii)           where a quorumremains present (in the venue at which the Chairman is present) and able toparticipate, subject to the Corporations Act, continue the meeting.

**13.10**       Admission togeneral meetings

The chairman of a meetingof members may take any action the chairman considers appropriate for thesafety of persons attending the meeting and the orderly conduct of the meetingand may refuse admission to, or require to leave and remain out of, the meetingany person:

(a)           in possession ofa pictorial-recording or sound-recording device;

(b)           in possession ofa placard or banner;

(c)           in possession ofan article considered by the chairman to be dangerous, offensive or liable tocause disruption;

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

(e)           who behaves orthreatens to behave in a dangerous, offensive or disruptive way; or

(f)            who is not entitledto receive notice of the meeting.

The chairman may delegate the powers conferredby this rule to any person.

**13.11**       Accidentalomission

The accidental omissionto give a notice of meeting to, or the non-receipt of a notice by meeting by,any of those entitled to receive the notice does not invalidate any resolutionpassed at a meeting of members.

**13.12**       Class meetings

Rules 13 to 17 inclusiveapply to a separate meeting of a class of members (as far as they are capableof application) modified as necessary.

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**14.**           PROCEEDINGS ATMEETINGS OF MEMBERS

**14.1**         Member present atmeeting

If a member has appointeda proxy or attorney or (in the case of a member which is a body corporate) arepresentative to act at a meeting of members, that member is taken to be presentat a meeting at which the proxy, attorney or representative is present.

**14.2**         Quorum

The quorum for a meetingof members is 3 Voting Members.  Eachindividual present may only be counted once toward a quorum.  If a member has appointed more than 1 proxyor representative only 1 of them may be counted toward a quorum.  A quorum must be present during the entiretyof the meeting.

**14.3**         Quorum notpresent

If a quorum is notpresent within 15 minutes after the time for which a meeting of members iscalled:

(a)           if called as aresult of a request of members under the Corporations Act, the meeting isdissolved; and

(b)           in any other case:

(i)            the meeting is adjourned tothe day, time and place that the Directors present decide and notify tomembers, or if no decision is notified before then, to the same time on thesame day in the next week at the same place; and

(ii)           if a quorum isnot present at the adjourned meeting, the meeting is dissolved.

**14.4**         Chairing meetingsof members

If the Board hasappointed a Director to chair Board meetings, that Director may also chairmeetings of members.  If:

(a)           there is no Director appointedby the Board to chair Board meetings for the time being; or

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

the meeting may bechaired by another Director chosen by a majority of the Directors present or,failing that, a majority of Voting Members present must elect a Directorpresent (or where no such Director is willing to act, a member present) tochair the meeting.

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**14.5**         Attendance atmeetings of members

(a)           Subject to rule14.6, every member has the right to attend all meetings of members whether ornot entitled to vote.

(b)           Every Directorhas the right to attend and speak at all meetings of members of the Company.

(c)           The auditor hasthe right to attend any meeting of members of the Company and to speak on anypart of the business of the meeting which concerns the auditor in the capacityof auditor.

**14.6**         Members rightssuspended while call unpaid

If a call on a share isdue and unpaid, the holding of that share does not entitle a member to bepresent, speak or vote at, or be counted in the quorum for, a meeting ofmembers.

**14.7**         Right of auditorto attend meetings

The auditor is entitledto attend any general meeting of the Company.

**14.8**         Adjournment

(a)           Subject to rule13.7, the chairman of a meeting of members at which a quorum is present:

(i)            may adjourn orpostpone from time to time or place to place the meeting or any business,motion, question or resolution being considered or remaining to be consideredby the meeting or any debate or discussion;

(ii)           may at any timeduring the course of the meeting adjourn or defer any business, motion,question, resolution, debate or discussion either to a later time at the samemeeting or to an adjourned meeting; and

(b)           The chairman’srights under paragraph (a) are exclusive, and unless the chairman requiresotherwise, no vote may be taken or demanded by the members present concerningany postponement or adjournment.

**14.9**         Business atadjourned meetings

The only business thatmay be transacted at a meeting resumed after an adjournment is the businessleft unfinished immediately before the adjournment.

**15.**           PROXIES,ATTORNEYS AND REPRESENTATIVES

**15.1**         Appointment of aproxy

A member may appoint up to 2 proxies to attendand act for the member at a meeting of members. An appointment of a proxy must be made by written notice lodged ordeposited with the Company as required by rule 15.4:

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(a)           that complieswith the Corporations Act; or

(b)           in any other formand mode that complies with the Listing Rules and is, and is signed orauthenticated by the member in a manner, satisfactory to the Board.

If a member appoints 2proxies and the appointment does not specify the proportion or number of themember’s votes each proxy may exercise (subject to rule 16.2(a)(i)), each proxymay exercise half of those votes.  Anyinstrument of proxy deposited under this rule 15 in which no person is named asthe proxy, is treated as having been given in favour of the chairman of themeeting.

**15.2**         Appointment of anattorney

A member may appoint anattorney to attend and act for the member at a meeting of the Company.  If the appointor is an individual, the powerof attorney must be signed in the presence of a witness.  An attorney, if authorised by the power, mayappoint a proxy to act at a meeting of the Company.

**15.3**         Appointment of acorporate representative

A member that is a bodycorporate may appoint an individual to act as its representative at meetings ofmembers as permitted by the Corporations Act. Evidence of the appointment may be deposited with the Company in anyform satisfactory to the Board.

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

An appointment of a proxyor an attorney, or the revocation of the appointment of a proxy or attorney, isnot effective for a particular meeting of members unless the instrumenteffecting the appointment or revocation (as the case may be), together with anyevidence required under rule 15.5, is received by the Company at its registeredoffice or is transmitted to and received at a fax number at that office (oranother address (including electronic address) specified for the purpose in therelevant notice of meeting):

(a)           at least 48 hours before thetime for which the meeting was called; or

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

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

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

The Board mayrequire evidence of:

(a)           in the case of aproxy form executed or otherwise authenticated by an attorney, the relevant powerof attorney or other authority under which the appointment was authenticated ora certified copy of it;

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

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(c)           in the case of acorporate representative, the appointment of the representative in accordancewith the Corporations Act (for example, a copy of the minute recording theresolution by which the representative was appointed, certified as true andcorrect by a director or secretary of the body corporate, or a certificate dulyexecuted by the body corporate certifying the appointment of therepresentative); or

(d)           in the case ofany appointment under this rule 15 which is transmitted to the Companyelectronically, the identity of the person who transmitted the message containingthe appointment.

**15.6**         Standingappointments

A member may appoint aproxy, attorney or representative to act at a particular meeting of members ormake a standing appointment and may revoke any appointment.  A proxy, attorney or representative need notbe a member.

**15.7**         Suspension ofproxy or attorney’s powers if member present

(a)           A proxy orattorney has no power to act for a member at a meeting at which the member ispresent:

(i)            in the case of anindividual, in person; or

(ii)           in the case of abody corporate, by a representative.

(b)           A proxy has nopower to act for a member at a meeting at which the member is present by anattorney.

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

If more than 1attorney or representative appointed by a member is present at a meeting ofmembers and the Company has not received notice of revocation of any of theappointments:

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

(b)           subject to rule15.7(a)(i), an attorney or representative appointed under the most recentappointment may act to the exclusion of an attorney or representative appointedearlier in time.

**15.9**         More than 2current proxy appointments

An appointment of a proxyby a member is revoked (or, in the case of a standing appointment, suspendedfor that particular meeting) if the Company receives a further appointment of aproxy from that member which would result in there being more than 2 proxies ofthat member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treatedas revoked or suspended by this rule.

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**15.10**       Continuingauthority

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

(a)           dies or becomes mentallyincapacitated;

(b)           becomes bankrupt or aninsolvent under administration or is wound up;

(c)           revokes the appointment or theauthority under which the appointment was made by a third party; or

(d)           transfers the share to whichthe appointment relates,

unless the Company hasreceived written notice of the matter before the start or resumption of themeeting at which the vote is cast, or in a case where paragraph (c) applies, inaccordance with rule 15.4.

**15.11**       Joint holders

Subject to theCorporations Act, if a share is held jointly, the Board may accept an appointmentof proxy under this rule 15, even if it is signed by only 1 of the holders.

**16.**           ENTITLEMENT TOVOTE

**16.1**         Determiningvoting entitlements

To determine who aremembers of the Company and entitled to vote at a meeting of members and howmany shares they hold, the Company must refer only:

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

(b)           if nodetermination was made - to the Register as it stood 48 hours before themeeting or at any later time required by the ASTC Settlement Rules.

**16.2**         Number of votes

Subject to theCorporations Act, rules 14.6, 15, 16.4, 16.5, 16.6, 30.4 and 32.8 and the termson which shares are issued:

(a)           on a show ofhands:

(i)            if a member hasappointed 2 proxies, neither of those proxies may vote; and

(ii)           subject to rule16.2(a)(i), every member present in person or by proxy, attorney orrepresentative has 1 vote;

(b)           on a poll every memberentitled to vote present in person or by proxy, attorney or representative:

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

(ii)           subject to clause16.2(c), in respect of each partly paid share held has a fraction of a voteequal to the proportion which the amount paid bears to the total issue price ofthe share; and

(c)           unless:

(i)            permitted under the ListingRules; and

(ii)           otherwiseprovided in the terms upon which shares are issued,

in calculating thefraction of a vote which the holder of a partly paid share has, the Companymust not count an amount:

(iii)          paid in advanceof a call; or

(iv)          credited on apartly paid share without payment in money or money’s worth being made to theCompany.

**16.3**         No casting voteof chairman

The Chairman of a meetingof members does not have a casting vote. If an equal number of votes is cast for and against a resolution, thematter is decided in the negative.

**16.4**         Votes of jointholders

If more than 1 of thejoint holders 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 oftransmittees and guardians

Subject to theCorporations Act, if the Board is satisfied at least 48 hours before the timefixed for a meeting, that a person:

(a)           is entitled to thetransmission of a share under rule 31; or

(b)           has power to manage a member’sproperty under a law relating to the management of property of the mentallyincapable,

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

**16.6**         Votingrestrictions

If:

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

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resolution to have an intended effect; and

(b)           the notice of themeeting at which the resolution is proposed states that fact,

those members have noright to vote on that resolution and the Company must not count any votespurported to be cast by those members. If a proxy purports to vote in a way or in circumstances that contravenethe Corporations Act, on a show of hands the vote is invalid and the Companymust not count it and on a poll rule 17.3 applies.

**16.7**         Decision on rightto vote

A Voting Member orDirector may challenge 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 ISCARRIED OUT

**17.1**         Method of voting

A resolution put to thevote at a meeting of members must be decided on a show of hands unless a pollis demanded:

(a)           by the chairmanunder rule 17.2(a), before the show of hands is held; or

(b)           otherwise underrule 17.2, either before or on declaration of the result of the vote on a showof hands.

**17.2**         Demand for a poll

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

(a)           the chairman;

(b)           at least 5 members entitled tovote on the resolution; or

(c)           members entitledto cast at least 5% of the votes that may be cast on the resolution on a poll(worked out as at the time required by the Corporations Act).

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

**17.3**         When and howpolls must be taken

If a poll isdemanded:

(a)           subject to rule14.8(b), if the resolution is for the adjournment of the meeting, the poll mustbe taken immediately and, subject to rule 17.3(c), in the manner that thechairman of the meeting directs;

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(b)           in all othercases, the poll must be taken at the time and place and, subject torule 17.3(c), in the manner that the chairman of the meeting directs;

(c)           votes which theCorporations Act requires to be cast in a given way must be treated as cast inthat way;

(d)           a person votingwho has the right to cast 2 or more votes need not cast all those votes and maycast those votes in different ways; and

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

**17.4**         Suspension ofproceedings

For the purpose ofallowing any poll to be taken or determined, the chairman of the meeting maysuspend the proceedings of the meeting for any period the chairman decideswithout effecting an adjournment.  Nobusiness may be transacted and no discussion may take place during anysuspension of proceedings unless the chairman otherwise allows.

**18.**           SECRETARY

**18.1**         Terms andconditions of office

A Secretary holds officeon the terms that the Board decides.  TheBoard may vary any decision previously made by it in respect of a Secretary.

**18.2**         Removal fromoffice

Subject to any contractbetween the Company and the Secretary, the Board may remove a Secretary fromthat office whether or not the appointment was expressed to be for a specifiedterm.

**19.**           MINUTES

**19.1**         Minutes must bekept

The Board must causeminutes to be kept in accordance with the Corporations Act of:

(a)           proceedings andresolutions of meetings of the members;

(b)           proceedings andresolutions of Board meetings;

(c)           proceedings andresolutions of meetings of a committee to which Board powers are delegatedunder rule 8;

(d)           the name ofDirectors or other persons present at each Board meeting or committee meeting;and

(e)           resolutionspassed by Directors without a meeting.

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**19.2**         Minutes asevidence

A minute recorded andsigned or otherwise kept in accordance with the Corporations Act is evidence ofthe proceeding, resolution or declaration to which it relates unless thecontrary is proved.

**19.3**         Inspection ofminute books

The Company must allowmembers to inspect, and provide copies of, the minute books for the meetingsand other documents of the Company only if and to the extent required by theCorporations Act.

**20.**           COMPANY SEALS

**20.1**         Common seal

The Board:

(a)           may decidewhether or not the Company has a common seal; and

(b)           is responsiblefor the safe custody of that seal (if any) and any duplicate seal it decides toadopt under the Corporations Act.

**20.2**         Share seal

The Board may decidewhether or not the Company has a share seal, as a duplicate of the commonseal.  A share seal must:

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

(b)           (but need not be)only be used in sealing share certificates and option certificates of theCompany and be affixed in the same manner as the common seal.

**20.3**         Use of seals

The common seal and share or other duplicate seal (ifany) may only be used with the authority of the Board (which may be givenbefore or after the affixing of the seal). The Board must not authorise the use of a seal that does not comply withthe Corporations Act.

**20.4**         Fixing seals todocuments

Without limiting the ways in which the Companycan execute documents in accordance with the Corporations Act (or otherwise) ifthe Company has a common seal or a share or other duplicate seal, any documentto which the seal is fixed must be signed by 2 Directors or by a Director andSecretary, unless a different procedure is decided by the Board.

**21.**           ACCOUNTS ANDAUDIT

**21.1**         Company must keepaccounts

The Board mustcause the Company to keep written financial records that:

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(a)           correctly record and explainits transactions (including transactions undertaken as trustee) and financialposition and performance; and

(b)           would enable true and fairfinancial statements to be prepared and audited,

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

**21.2**         Financialreporting

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

**21.3**         Audit

The Board must cause theCompany’s financial report for each financial year to be audited and obtain anauditor’s report.  The eligibility,appointment, removal, remuneration, rights and duties of the auditor areregulated by the Corporations Act.

**21.4**         Conclusivereports

Audited financial reportslaid before the Company in general meetings are conclusive except as regardserrors notified to the Company within 3 months after the relevant generalmeeting.  If the Company receives noticeof an error within that period, it must immediately correct the report and thereport as corrected is then conclusive.

**21.5**         Inspection offinancial records and books

Subject to rule 19.3and unless 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 atdiscretion of Board

Subject to theCorporations Act and rule 22.3, the Board may, on behalf of the Company, issue,grant options over or otherwise dispose of unissued shares to any person on anyterms and at the times that the Board decides.

**22.2**         Preference andredeemable preference shares

The Company mayissue preference shares (including preference shares that are liable to beredeemed).  The rights attached topreference shares are:

(a)           the rights set out in ordetermined in accordance with rule 23; or

(b)           the rightsotherwise approved in accordance with the Corporations Act.

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**22.3**         Restrictions onissue

The Company must notissue shares or grant options if the issue or grant would result in a breach ofthe Listing Rules.

**22.4**         Brokerage andcommissions

The Company may paybrokerage or commissions to a person in respect of that person or anotherperson agreeing to take up shares in the Company**.**

**22.5**         Surrender ofshares

The Board mayaccept a surrender of shares:

(a)           to compromise a question as towhether those shares have been validly issued; or

(b)           if surrender is otherwisewithin the Company’s powers.

The Company may sell orre-issue surrendered shares in the same way as forfeited shares.

**22.6**         Variation ofrights

If the Company issuesdifferent classes of shares, or divides issued shares into different classes,the rights attached to shares in any class may (subject to the CorporationsAct) be varied or cancelled only:

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

(b)           by special resolution passedat a separate meeting of the holders of the issued shares of the affectedclass.

Subject to theterms of issue of shares, the rights attached to a class of shares are nottreated as varied by the issue of further shares which rank equally with thatexisting class for participation in profits and assets of the Company.  The rules relating to general meetings of theCompany and proceedings at those meetings apply (modified as necessary) to aseparate meeting of a class of holders convened for the purpose of thisrule 22.6, except that:

(c)           a quorum is atleast 2 persons holding or representing by proxy one-third of the issuedshares of the class (but so that if at any adjourned meeting a quorum is notpresent, any 2 holders of shares of the class present in person or by proxyshall be a quorum); and

(d)           any holder ofshares of that class present in person or by proxy may demand a poll and everysuch holder on a poll has one vote for every share of the class held by him.

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**23.**           PREFERENCE SHARES

**23.1**         Rights attachingto preference shares

(a)           The Board may,subject to this document, issue preference shares with any rights attaching tothem (including rights denoted in foreign currency) that the Board determinesprior to issue.  The rights so determinedneed not be the same as those attached to any preference shares then on issue.

(b)           Preference sharesmay be issued in one or more separate series and each series will be identifiedin the manner determined by the Board.

**23.2**         Dividend rights

(a)           Without limitingthe powers of the Board under this document, before allotting any preferenceshares, the Board must determine the following matters or the manner in which thosematters are to be determined:

(i)            the rate oramount of dividends payable on the shares (if any);

(ii)           the times orcircumstances for payment of dividends on the shares;

(iii)          the periods inrespect of which the dividends are payable;

(iv)          any priority inpayment of dividends on the shares in relation to other classes of shares;

(v)           whether theshares have a right to cumulative dividends or non-cumulative dividends;and

(vi)          whether theshares have any further right to participate in profits available fordividends.

(b)           The terms ofissue of any preference shares may also provide:

(i)            the basis (ifany) upon which the amount of a dividend will be adjusted to take account of,or by reference to, any tax or other fiscal impost, or franking or imputation creditsor both; and

(ii)           that to theextent that an amount is paid to a holder of preference shares other than byway of dividend paid by the Company, the amount of any dividend that would (butfor the terms of issue) have been payable to the holder of the preferenceshares shall be reduced or extinguished.

**23.3**         Priority as topayment of dividends

Such of the following provisions (in whole or part) asthe Board determines prior to allotment shall apply in relation to anyparticular preference shares:

(a)           the Company shallpay dividends on the preference shares:

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(i)            in priority tothe payment of any dividends on the ordinary shares;

(ii)           equally withdividends on all other preference shares expressed to rank equally with themfor participation in profits; and

(iii)          behind dividendson all preference shares (if any) expressed to rank in priority to them forparticipation in profits.

(b)           Where the holderof a preference share has a right to cumulative dividends, on redemption or ina winding up the Company must pay to the holder an amount equal to all arrearsof or accrued dividends (whether declared or not) to the date of redemption orof commencement of the winding up (as the case may be) with the same priorityin relation to other shares as determined under rule 23.3(a).

(c)           Where the holderof a preference share has a right to non-cumulative dividends, onredemption or in a winding up, the Company must pay to the holder an amountequal to any dividend declared but not paid before the date of redemption or ofcommencement of the winding up (as the case may be) with the same priority inrelation to other shares as determined pursuant to rule 23.3(a).

**23.4**         Notices andreports

If required under theCorporations Act, the Listing Rules or the terms of issue of preference shares,the Company must give the holder of a preference share notice of each meetingof members in accordance with rule 13 and send the holder financial reports inaccordance with rule 21.2.

**23.5**         Voting rights

A holder of preferenceshares has the right to speak and vote at a meeting of members of the Companyin each of the following circumstances and in no others:

(a)           during a periodin which a dividend (or part of a dividend) in respect of the preference shareis in arrears;

(b)           on a proposal toreduce the Company’s share capital;

(c)           on a resolutionto approve the terms of a buy-back agreement;

(d)           on a proposalthat affects rights attached to the preference share;

(e)           on a proposal towind up the Company;

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

(g)           during thewinding up of the Company; and

(h)           in such othercircumstances as the Board determines prior to the issue of the preferenceshares.

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**23.6**         Non-cumulativepreference shares

All or any of thefollowing provisions in whole or part shall apply in relation to any particularnon-cumulative preference shares if so determined by the Board prior toissue:

(a)           If, in theopinion of the Board, the distributable profits of the Company are sufficientto cover the payment in full of dividends on the non-cumulativepreference shares on any dividend payment date, and also the payment in full ofall dividends stated to be payable on that date on any other preference sharesexpressed to rank equally with them for participation in profits, then eachsuch dividend shall be declared and paid in full.

(b)           If, in theopinion of the Board, the distributable profits of the Company are insufficientto cover the payment in full of dividends on the non-cumulative preferenceshares on any dividend payment date, and also the payment in full of alldividends stated to be payable on that date on any other preference sharesexpressed to rank equally with them for participation in profits, thendividends shall be declared by the Board pro rata for the non-cumulativepreference shares and such other preference shares to the extent of theavailable distributable profits (if any) to the intent that the amount ofdividend declared per share on each such non-cumulative preference shareand other preference share will bear to each other the same ratio as thedividends accrued per share on each such non-cumulative preference shareand on each other preference share (including cumulative dividends accrued ifany) bear to each other.  If itsubsequently appears that any such dividend should not, in accordance with theprovisions 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 theopinion of the Board, the payment of any dividend on any non-cumulativepreference shares would breach or cause a breach of, or the Company is inbreach of, the capital adequacy requirements applicable to the Company and/orany of its subsidiaries under the rules applicable to Australian banks then theamount of the dividend shall be reduced or extinguished to the extent the Boardconsiders necessary having regard to those rules.

(d)           Subject to rule23.8, the non-cumulative preference shares shall carry no further rightto participate in the profits of the Company and if and to the extent that allor any part of a dividend is on any occasion not paid for the reasons describedin paragraphs (b) or (c) of this rule 23.6, the holders of such shares shallhave no claim in respect of such non-payment.

(e)           If any day onwhich dividends are payable on non-cumulative preference shares is not aday on which banks in Melbourne (or such other city as may be determined by theBoard prior to issue) are open for business in Melbourne or such other city (“**Business Day**”), then payment of the dividend payable on suchday will be made on the next Business Day.

(f)            Dividends payableon non-cumulative preference shares shall accrue from and to the datesdetermined by the Board prior to issue, and the amount of dividend

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payablein respect of any period shorter than a full dividend period will be calculatedon the basis of a 365 day year (or, if the Board so determines prior toallotment, a 360 day year and 30 day months) and the actual number of dayselapsed in such period.

(g)           If the dividendstated to be payable on the non-cumulative preference shares on the mostrecent dividend payment date has not been declared and paid in full, or if asum has not been set aside to provide for such payment in full, no dividendsmay be declared on any other share capital of the Company and no sum may be setaside for the payment thereof, unless, on the date of declaration, an amountequal to the dividend stated to be payable on the non-cumulativepreference shares in respect of the then current dividend period is set asidefor the payment in full of such dividend on the dividend payment date relatingto the then current dividend period.

(h)           If any dividendstated to be payable on the non-cumulative preference shares on anydividend payment date has not been declared and paid in full, or if a sum hasnot been set aside to provide for such payment in full, the Company may notwithout approval of a special resolution passed at a separate general meetingof holders of the non-cumulative preference shares in accordance withrule 22.6 redeem or purchase or otherwise acquire for any consideration anyother share capital of the Company and may not set aside any sum nor establishany sinking fund for the redemption, purchase or other such acquisition, or paya 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 sharesin respect of successive dividend periods together aggregating no less than 12months have been declared and paid in full.

**23.7**         Redeemablepreference shares

(a)           Before issuingany preference shares, the Board must determine whether the shares are to beredeemable or non-redeemable and, if redeemable, the Board must determinethe following matters or the manner in which those matters are to bedetermined:

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

(ii)           the redemptiondate or dates (which may be specified or determined by reference to aparticular event) or the circumstances in which the shares are liable to be redeemed;

(iii)          the amountpayable on redemption;

(iv)          any noticerequired or other conditions for exercise of the rights of redemption; and

(v)           the manner inwhich the shares are to be redeemed.

(b)           Any redeemablepreference shares shall be redeemed by the Company in accordance with the termsof issue determined by the Board prior to issue.

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**23.8**         Conversion

If so determined by the Board prior to issue anyseries of preference shares shall be convertible to ordinary shares on suchterms as the Board determines prior to allotment.

**23.9**         Variation ofrights

Except in accordance with rule 22.6, the Board shallnot authorise or create, or increase the amount of, any shares of any class orany security convertible into shares of any class ranking for participation inthe profits or assets of the Company in priority to that class of preferenceshares.

**23.10**       Priority inwinding up

(a)           The Board shall determine before allotment of any preference shares thepriority of the preference shares with respect to repayment of capital and therights (if any) of the holders to participate in any surplus assets on awinding up of the Company.

(b)           If so determined by the Board before allotment, the followingprovisions shall apply, namely, that the holders of the preference shares shallhave the right on a winding up of the Company to payment of a sum equal to theamount paid up or credited as paid up on the preference shares, and of thedividends and any other amount to which the holder is entitled in accordancewith the terms of issue:

(i)            in priority toany payment to ordinary shareholders;

(ii)           equally withpayments to holders of all other preference shares expressed to rank equallywith them on a winding up; and

(iii)          behind paymentsto holders of all preference shares (if any) expressed to rank in priority tothem on a winding up,

but shall not participate in any surplus or otherdistribution of profits or assets of the Company.

**24.**           CERTIFICATES

**24.1**         Uncertificatedsecurities

Unless the ListingRules and ASTC Settlement Rules allow the Company to issue a certificate forparticular securities, the Company:

(a)           must not issue a certificatefor those securities; and

(b)           may cancel a certificate forthose securities without 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**         Certificatedshares

Where allowed under rule24.1, the Company must issue a certificate of title to shares that complieswith the Corporations Act and deliver it to the holder of those shares inaccordance with the Corporations Act.  TheCompany must not charge any fee to issue a certificate.

**24.3**         Multiplecertificates and joint holders

Subject to rule 24.1, ifa member 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 outcertificates

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

(a)           is lost ordestroyed and the owner of the relevant securities applies in accordance withthe Corporations Act; or

(b)           is defaced orworn out and is produced to the Company.

**25.**           REGISTER

**25.1**         Joint holders

If the Registernames 2 or more joint holders of a share, the Company must treat the personnamed first in the Register in respect of that share as the sole owner of itfor all purposes (including the giving of notice) except for:

(a)           delivery of certificates (towhich rule 24.3 applies);

(b)           right to vote (to whichrule 16.4 applies);

(c)           power to givedirections as to payment of, or a receipt for, dividends (to whichrules 28.8 and 28.9 apply);

(d)           liability forinstalments or calls (which subject to the Corporations Act is joint andseveral);

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

(f)            transfer.

**25.2**         Non-beneficialholders

Subject to theCorporations Act, unless otherwise ordered by a court of competent jurisdictionor required by statute, the Company:

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(a)           may treat theregistered holder of any share as the absolute owner of it; and

(b)           need notrecognise any equitable or other claim to or interest in a share by any personexcept a registered holder.

**25.3**         Branch register

The Company may maintaina branch register of members at a place outside Australia in accordance withthe Corporations 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 PAIDSHARES

**26.1**         Fixed instalments

If a share is issued onterms that some or all of the issue price is payable by instalments, theregistered holder of the share must pay every instalment to the Company whendue.  If, having been given notice of theinstalment in accordance with rule 26.4, the registered holder does not pay itwhen due, rules 26.7 to 26.16 apply as if the registered holder had failed topay a call.

**26.2**         Pre-payment ofcalls

The Board may:

(a)           accept pre-payment of some orall of the amount unpaid on a share above the sums actually called as a paymentin advance of calls;

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

(c)           unless otherwiseagreed between the member and the Company, repay the sum or part of the pre-paymentof some or all of the amount unpaid on a share above the sums actually calledas a payment in advance of calls.

**26.3**         Calls made byBoard

Subject to theterms of issue of a share and to any special resolution passed under theCorporations Act, the Board may:

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

(b)           make a callpayable by instalments; and

(c)           revoke orpostpone a call before the due date for payment.

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**26.4**         Notice of call

The Company must give amember on whom a call has been made or from whom an instalment is due, writtennotice of the call or instalment within the time limits and in the formrequired by the Listing Rules.

**26.5**         Classes of shares

The Board may issueshares on terms as to the amount of calls to be paid and the time for paymentof those calls which are different as between the holders of those shares.  The Board may make different calls ondifferent classes of shares.

**26.6**         Obligation to paycalls

Subject to theCorporations Act, a member subject to a call must pay the amount of the call tothe payee named in the notice of call no later than the time specified in thenotice.  Joint holders of a share arejointly and severally liable for calls.

**26.7**         Called Amounts

If a call is notpaid on or before the day specified for payment, the Board may require themember liable for the call to pay:

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

(b)           all costs andexpenses incurred by the Company because payment was not made on that day.

**26.8**         Proof of call

On the hearing ofan action for recovery of a Called Amount, proof of the following matters isconclusive proof of the debt:

(a)           the minute books of theCompany record the Board’s resolution making the call; and

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

(c)           the person sued appears in theRegister as a holder of the share in respect of which the call was made.

**26.9**         Forfeiture notice

At any time until aCalled Amount is paid, the Board may give the relevant member a notice which:

(a)           requires the member to pay theCalled Amount;

(b)           states the Called Amount atthe date of the notice;

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(c)           specifies how to calculate theCalled Amount when payment is made;

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

(e)           states that ifpayment is not made at that place on or before that date, the share to whichthe call relates is liable to be forfeited.

**26.10**       Forfeiture

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

**26.11**       Disposal andre-issue of forfeited shares

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

(a)           re-issue the share to anyperson with or without any money paid on it by any former holder credited aspaid and on the terms it decides; or

(b)           sell or otherwise dispose ofthe share to any person and on the terms it decides, and execute and register atransfer of it.

**26.12**       Notice offorfeiture

The Company mustpromptly:

(a)           give notice of the forfeitureof a share to the member who held the share immediately before the resolutionfor forfeiture was passed; and

(b)           enter the forfeiture and itsdate in the Register.

A written declarationthat a share was forfeited on a specified date and notice of forfeiture wasgiven in accordance with this document signed by a Director or Secretary is, inthe absence of proof to the contrary, evidence of those facts and of theCompany’s right to dispose of the share.

**26.13**       Cancellation,exemption or waiver of forfeiture

Subject to theCorporations Act and the Listing Rules, the Board may:

(a)           cancel theforfeiture of a share on any terms at any time before it disposes of that shareunder rule 26.11;

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

(c)           waive orcompromise all or part of any payment due to the Company under this rule 26.

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**26.14**       Effect offorfeiture

A person who held a sharewhich has 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 ofproceeds

The Company must:

(a)           apply the net proceeds of anyre-issue, sale or disposal of a forfeited share under rule 26.11 (after paymentof all costs and expenses) to satisfy the Called Amount; and

(b)           subject to theterms of issue of the share, pay any surplus to the person who held the shareimmediately before forfeiture.

**26.16**       Title of newholder

The title of the newholder of a forfeited share is not affected by any irregularity in theforfeiture or the re-issue, sale or disposal. The sole remedy of any person previously interested in the share isdamages which may be recovered only from the Company.  The new holder is not liable for the CalledAmount.

**26.17**       Mortgage ofuncalled capital

If the Companygrants a mortgage or charge over uncalled capital, the Board may delegate itspower to make calls to:

(a)           the person in whose favour themortgage or charge is granted; or

(b)           a trustee or agent for thatperson,

on the terms (includingpower to further delegate) and subject to any restrictions the Boarddecides.  If the Board does so, a callmade in accordance with the delegation is treated as made by the Board.

**27.**           COMPANY LIENS

**27.1**         Existence ofliens

Unless the termsof issue provide otherwise, the Company has a first and paramount lien on eachshare for:

(a)           all money called or payable ata fixed time in respect of that share (including money payable underrule 26.7) that is due but unpaid; and

(b)           amounts paid by the Companyfor which the Company 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 ashare;

(b)           an amount secured by the lienis due and payable;

(c)           the Company has given noticeto the member registered as the holder of the share:

(i)            requiring payment of theamount which is due and payable and secured by the lien;

(ii)           stating theamount due and payable at the date of the notice;

(iii)          specifying how tocalculate the amount due when payment is made; and

(iv)          specifying a date(at least 10 business days after the date of the notice) by which and a placeat which payment of that amount must be made; and

(d)           the requirements of the noticegiven under paragraph (c) are not fulfilled,

the Company may sell theshare as 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 the Companybecause that amount was not paid when due.

**27.3**         Protection oflien

The Company may doanything necessary or desirable under the ASTC Settlement Rules to protect alien or other interest in shares to which it is entitled by law or under thisdocument.

**27.4**         Indemnity forpayments required to be made by the Company

If the law of anyjurisdiction imposes or purports to impose any immediate, future or possibleliability on the Company, or empowers or purports to empower any person torequire the Company to make any payment, on account of a member or referable toa share held by that member (whether alone or jointly) or a dividend or otheramount payable in respect of a share held by that member, the Company:

(a)           is fully indemnified by thatmember from that liability;

(b)           may recover as adebt due from the member the amount of that liability together with interest atthe Interest Rate from the date of payment by the Company to the date ofre-payment by the member; and

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(c)           subject to rule30.5, may refuse to register a transfer of any share by that member until thedebt has been paid to the Company.

Nothing in this documentin any way prejudices or affects any right or remedy which the Company has(including any right of set-off) and, as between the Company and the member,any such right or remedy is enforceable by the Company.

**27.5**         Exemption andwaiver

Subject to theCorporations Act and the Listing Rules, the Board may:

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

(b)           waive orcompromise all or part of any payment due to the Company under thisrule 27.

**28.**           DIVIDENDS

**28.1**         Accumulation ofreserves

Before paying anydividend to members, the Board may:

(a)           set aside out of profits ofthe Company reserves to be applied, in the Board’s discretion, for any purposeit decides and use any sum so set aside in the business of the Company orinvest it in investments selected by the Board and vary and deal with thoseinvestments as it decides; or

(b)           carry forward any amount outof profits which the Board decides not to distribute without transferring thatamount to a reserve; or

(c)           do both.

**28.2**         Dividends must bepaid out of profits

(a)           The Company mustnot pay a dividend except out of profits of the Company (including profitspreviously set aside as a reserve).  TheCompany does not incur a debt merely by fixing the amount or time for paymentof a dividend.  A debt arises only whenthe time fixed for payment arrives.  Thedecision to pay a dividend may be revoked by the Board at any time before then.

(b)           A resolution ofthe Board as to the amount of the Company’s profits and the amount of themavailable for dividend is conclusive.

**28.3**         Payment ofdividends

Subject to theCorporations Act, rules 28.2, 28.4 and 28.10, and the terms of issue of shares,the Board may resolve to pay any dividend it thinks appropriate and fix thetime for payment.

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**28.4**         Amount ofdividend

Subject to the terms ofissue of shares, the Corporations Act and the Listing Rules:

(a)           the Company maypay a dividend on 1 class of shares to the exclusion of another class; and

(b)           (subject also torule 28.5) each share of a class on which the Board resolves to pay a dividendcarries the right to participate in the dividend in the same proportion that theamount for the time being paid on the share bears to the total issue price ofthe share.

**28.5**         Prepayments,payments during dividend period and credits without payment

For the purposesof rule 28.4:

(a)           an amount paid in advance ofcalls is not taken into account as part of the amount for the time being paidon a share;

(b)           if an amount was paid on ashare during the period to which a dividend relates, the Board may resolve thatonly the proportion of that amount which is the same as the proportion which theperiod from the date of payment to the end of the period to which the dividendrelates bears to the total period to which the dividend relates, counts as partof the amount for the time being paid on the share; and

(c)           an amountcredited on a partly paid share without payment in money or money’s worth beingmade to the Company is not taken into account as a part of the amount for thetime being paid on a share.

**28.6**         Dividends in kind

The Board mayresolve to pay a dividend (either generally or to specific members) in cash orsatisfy it by distribution of specific assets (including shares or securitiesof any other corporation), the issue of shares or the grant of options.  If the Board satisfies a dividend by distributionof assets, the Board may:

(a)           fix the value of any assetdistributed;

(b)           make cash payments to memberson the basis of the value fixed so as to adjust the rights of members betweenthemselves;

(c)           vest an asset intrustees; and

(d)           appoint anyDirector or Secretary to sign on behalf of each member entitled to participatein the dividend any document in the Board’s opinion desirable or necessary:

(i)            to vest in themember title to assets; and

(ii)           in the case of adistribution of shares in any corporation, to constitute the member’s agreementto become a member of the corporation,

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

**28.7**         Source ofdividends

Subject to the ListingRules, the Board may resolve to pay a dividend to some members out of aparticular reserve or out of profit derived from a particular source and paythe same dividend to other members entitled to it out of other reserves orprofits.

**28.8**         Method of payment

The Company maypay any cash dividend, interest or other money payable in respect of shares bycheque sent, and may distribute assets by sending the certificates or otherevidence of title to them, through the post directed to:

(a)           the address of the member (orin the case of a jointly held share, the address of the joint holder namedfirst in the Register); or

(b)           to any other address themember (or in the case of a jointly held share, all the joint holders) directsin 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 jointholders of a share may give an effective receipt for any dividend, interest orother money payable in relation to that share.

**28.10**       Retention ofdividends by Company

The Company mayretain the dividend payable on a share:

(a)           of which a person seeks to beregistered as the holder under rule 31.2 or 31.3, until that person isregistered as the holder of that share or transfers it;

(b)           on which theCompany has a lien, to satisfy the liabilities in respect of which the lienexists; and

(c)           that is part of aNon-marketable Parcel if the Non-marketable Parcel was created by atransfer of shares after the date on which this constitution is adopted by theCompany until the shares comprising the Non-marketable Parcel are soldunder rule 32 or, because of the transfer of additional shares to the holder,the shares held by the holder cease to be a Non-marketable Parcel.

**28.11**       No interest ondividends

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

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**29.**           SHARE PLANS

**29.1**         Implementingshare plans

Without limitingthe Board’s powers under rule 22.1, the Board may (subject to the CorporationsAct and the Listing Rules) implement 1 or more of:

(a)           a re-investment plan underwhich any dividend or other cash payment in respect of a share or convertiblesecurity may, at the election of the person entitled to it, be:

(i)            retained by the Company andapplied in payment for fully paid shares or other securities issued under the plan;and

(ii)           treated as havingbeen paid to the person entitled and simultaneously re-paid by that person tothe Company to be held by it and applied in accordance with the plan;

(b)           any other plan under whichmembers or security holders may elect that dividends or other cash payments inrespect of shares be satisfied:

(i)            by the issue of shares orother securities of the Company or any other body corporate or trust in placeof dividends or other cash payments; or

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

(iii)          be forgone inconsideration of another form of distribution from the Company, another bodycorporate or a trust; and

(c)           a plan underwhich shares or other securities of the Company or any other body corporate maybe issued or otherwise provided for the benefit of employees or Directors ofthe Company or any of its related bodies corporate.

**29.2**         Board obligationsand discretions

TheBoard:

(a)           must do everything necessaryor desirable to give effect to a plan implemented under rule 29.1 and the rulesgoverning it; and

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

(i)            vary the rules governing; or

(ii)           suspend orterminate,

its operation.

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**30.**           TRANSFER OFSHARES

**30.1**         Mode of transfer

Subject to this document,a member 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**         Marketobligations

TheCompany:

(a)           may do anything permitted bythe Corporations Act, the Listing Rules and the ASTC Settlement Rules that theBoard thinks necessary or desirable in connection with the Company taking partin a computerised or electronic system established or recognised by theCorporations Act, the Listing Rules, or the ASTC Settlement Rules for thepurpose of facilitating dealings in shares; and

(b)           must comply withobligations imposed on it by the Listing Rules or the ASTC Settlement Rules inrelation to transfers of shares.

**30.3**         Transfer bywritten document

Except in the case of aproper ASTC transfer (within the meaning of the Corporations Act), a documentof transfer must be:

(a)           delivered to the registeredoffice of the Company or the address of the Register last notified to membersby the Company;

(b)           accompanied by the certificate(if any) for the shares to be transferred or evidence satisfactory to the Boardof its loss or destruction; and

(c)           marked with payment of anystamp duty payable.

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

**30.4**         Restrictedsecurities

If any securitiesof the Company are classified as restricted securities under the Listing Rules:

(a)           during the escrow period setby the restriction agreement required by ASX in relation to those securities:

(i)            the member who holds therestricted securities may not dispose of them; and

(ii)           the Company mustnot register a transfer of the restricted securities or otherwise acknowledge adisposal of them,

except aspermitted by the Listing Rules or ASX; and

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(b)           if there is a breach of theListing Rules or of the relevant restriction agreement in relation to arestricted security, the holding of that security does not, while the breachcontinues, entitle a member:

(i)            to be present, speak or voteat, or be counted in the quorum for, a meeting of members; or

(ii)           to receive anydividend 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 toregister transfer

The Board:

(a)           may refuse toregister a transfer of shares only if that refusal would not contravene theListing Rules or the ASTC Settlement Rules;

(b)           subject to theCorporations Act, must not register a transfer to a subsidiary of the Company;

(c)           must not registera transfer if the Corporations Act, the Listing Rules or the ASTC SettlementRules forbid registration; and

(d)           without limitingparagraph (a), subject to the Corporations Act, the Listing Rules and the ASTCSettlement Rules, may refuse to register a transfer of shares where theregistration of the transfer would create a new holding of an Non-marketableParcel.

If the Board refuses toregister a transfer, the Company must give the lodging party notice of therefusal and the reasons for it within 5 business days after the date on whichthe transfer was delivered to it.

**30.6**         Transferorremains holder until transfer registered

The transferor of a shareremains the holder of it until:

(a)           in the case of a proper ASTCtransfer, the time the Corporations Act or the ASTC Settlement Rules providethat the transfer takes effect; and

(b)           otherwise, thetransfer is registered and the name of the transferee is entered in theRegister.

**30.7**         Powers ofattorney

The Company mayassume, as against a member, that a power of attorney granted by that memberthat is lodged with or produced or exhibited to the Company remains in force,and may rely on it, until the Company receives express notice in writing at itsregistered office of:

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(a)           the revocation of the power ofattorney; or

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

**31.**           TRANSMISSION OFSHARES

**31.1**         Death of jointholder

The Company mustrecognise only the surviving joint holders as being entitled to sharesregistered jointly in the names of a deceased member and others.  The estate of the deceased joint holder isnot released from any liability in respect of the shares.

**31.2**         Death of singleholder

The Company must notrecognise anyone except the legal personal representative of the deceasedmember as having any title to shares registered in the sole name of a deceasedmember.  If the personal representativegives the Board the documents described in the provisions of the CorporationsAct dealing with instruments of transfer executed by a personal representativefrom another jurisdiction or evidence of grants of probate or other informationthat satisfies the Board of the representative’s entitlement to be registeredas holder of the shares:

(a)           subject to rules 30.5 and31.4 the Company must register the personal representative as the holder of theshares as soon as practical after receipt of a written and signed notice to theCompany from the representative requiring it to do so; and

(b)           whether or not registered asthe holder of the shares, the personal representative:

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

(ii)           has the samerights as the deceased member.

**31.3**         Transmission ofshares on insolvency or mental incapacity

Subject to theBankruptcy Act 1966, if a person entitled to shares because of the insolvencyor mental incapacity of a member gives the Board the information it reasonablyrequires to establish the person’s entitlement to be registered as holder ofthe shares:

(a)           subject to rules 30.5 and 31.4the Company must register that person as the holder of the shares as soon aspractical after receipt of a written and signed notice to the Company from thatperson requiring it to do so; and

(b)           whether or not registered asthe holder of the shares, that person:

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

(ii)           has the samerights as the insolvent or incapable 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 registerholder**

The Company has the sameright to refuse to register a personal representative or person entitled toshares on the insolvency or mental incapacity of a member as it would have ifthat person were the transferee named in a transfer signed by a living,solvent, competent member.

**32.**           NON-MARKETABLEPARCELS

**32.1**         Board power ofsale

(a)           TheBoard may sell a share that is part of a Non-marketable Parcel if it does so inaccordance with rule 32.2 or 32.3 (whichever the Board decides is to apply) andthe other provisions of this rule.

(b)           TheBoard’s power to sell lapses if a takeover (as defined in the Listing Rules) isannounced after the Board gives a notice under rule 32.2 and before the Boardenters into an agreement to sell the share.

**32.2**         Sale with notice

(a)           **Notice of proposed sale**

Once in any 12 month period or any other period permitted under theListing Rules, the Board may give written notice to a member who holds aNon-marketable Parcel:

(i)            stating that itintends to sell the Non-marketable Parcel; and

(ii)           specifying a dateat least 6 weeks (or any lesser period permitted under the Corporations Act orthe Listing Rules) after the notice is given by which the member may give theCompany written notice that the member wishes to retain the holding.

If the Board’s power to sell lapses under rule 32.1, any notice givenby the Board under this rule is taken never to have been given and the Boardmay give a new notice after the close of the offers made under the takeover.

(b)           **No sale where member gives notice**

The Board must not sell a Non-marketable Parcel if, inresponse to a notice given under this rule 32.2, the Company receives a writtennotice that the member wants to keep the Non-marketable Parcel.

(c)           **Joint holders**

If required under the Corporations Act or the Listing Rules, if a Non-marketableParcel is held jointly, the Board must give notice under rule 32.2 to each ofthe joint holders.

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32.3         **Divestmentwithout notice**

Subject to theCorporations Act and the Listing Rules, the Board may sell a share that is partof a Non-marketable Parcel without giving notice to the holder of theshare or any other person if the Non-marketable Parcel was created by atransfer of shares after 20 December 1999.

**32.4**         Terms of sale

A sale of sharesunder this rule includes all dividends payable on and other rights attaching tothem.  The Company must pay the costs ofthe sale if required 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 givingeffect to this rule, each Director and Secretary has power to initiate orexecute or otherwise effect a transfer of a share as agent for a member whoholds a Non-marketable Parcel.

**32.6**         Application ofproceeds

(a)           In the case of asale under rule 32.2, the Company must:

(i)            deduct any CalledAmount in respect of the shares sold under this rule from the proceeds of saleand pay the balance into a separate bank account it opens and maintains for thepurpose only;

(ii)           hold that balancein trust for the previous holder of the shares (the “**DivestedMember**”);

(iii)          as soon aspractical give written notice to the Divested Member stating:

(A)          what the balanceis; and

(B)           that it isholding the balance for the Divested Member while awaiting the Divested Member’sinstructions and return of the certificate (if any) for the shares sold orevidence of its loss or destruction;

(iv)          if the sharessold were certificated, not pay the proceeds of sale out of the trust accountuntil it has received the certificate for them or evidence of its loss ordestruction; and

(v)           subject toparagraph (iv), deal with the amount in the account as the Divested Memberinstructs.

(b)           In the case of asale under rule 32.3, the Company must:

(i)            deduct any CalledAmount in respect of the shares sold under this rule and (where permitted bythe Listing Rules and the Board so decides) the costs of

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salefrom the aggregate of the proceeds of sale and any dividends retained underrule 28.10(c); and

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

**32.7**         Protections fortransferee

The title of thenew holder of a share sold under this rule is not affected by any irregularityin the sale.  The sole remedy of anyperson previously interested in the share is damages which may be recoveredonly from the Company.

**32.8**         Rights to votesuspended

The Board may resolvethat the holders of Non-marketable Parcels created by transfers of sharesafter 20 December 1999 have no right to vote, and that resolution has effectaccordingly.

**33.**           ALTERATION OFSHARE CAPITAL

**33.1**         Capitalisation ofprofits

The Company maycapitalise profits, reserves or other amounts available for distribution tomembers.  Subject to the terms of issueof shares and rule 33.4, members are entitled to participate in a capitaldistribution in the same proportions in which they are entitled to participatein dividends.

**33.2**         Adjustment ofcapitalised amounts

The Board maysettle any difficulty that arises in regard to a capitalisation of profits asit thinks appropriate and necessary to adjust the rights of members amongthemselves including:

(a)           fix the value of specificassets;

(b)           make cash payments to memberson the basis of the value fixed for assets or in place of fractionalentitlements which are disregarded so as to adjust the rights of membersbetween themselves;

(c)           disregard fractionalentitlements; and

(d)           vest cash orspecific assets in trustees.

**33.3**         Conversion ofshares

Subject to the CorporationsAct, 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 orsmaller number of shares;

(b)           an ordinary share into apreference share; and

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(c)           a preference share into anordinary share,

by resolutionpassed at a meeting of members (but, in the case of a conversion of partly paidshares into a larger number of shares the proportion between the amount paidand the amount unpaid 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 onconversion

The Board may doanything it thinks appropriate and necessary to give effect to a resolutionconverting shares including, if a member becomes notionally entitled to afraction of a share as a result of the conversion:

(a)           make a cash payment ordisregard fractional entitlements so as to adjust the rights of members betweenthemselves; or

(b)           vest fractional entitlementsin a trustee, to be dealt with as determined by the Board; or

(c)           round upfractional entitlements to the nearest whole share by capitalising an amountunder rule 33.1 even though not all members participate in the capitalisation.

**33.5**         Reduction ofcapital

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

(a)           by reduction ofcapital in accordance with the Corporations Act; or

(b)           by buying backshares in accordance with the Corporations Act; or

(c)           in any other wayfor the time being permitted by the Corporations Act.

**33.6**         Distribution ofsecurities in another corporation

Where the Company reducesits share 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 themember title to assets; and

(b)           in the case of adistribution of shares in any corporation, to constitute the member’s agreementto become a member of the corporation,

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

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**34.**           CURRENCY FORPAYMENTS

**34.1**         Board may decidecurrency

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

(a)           dividends;

(b)           other amounts payable tomembers (including repayments of capital and distributions of capitalisedamounts); or

(c)           remuneration of Directors orother officers,

in the currency of a country other than Australia.

**34.2**         Conversion toAustralian dollars

If the Boarddecides to make a payment in a currency other than Australian dollars and it isnecessary, for the purposes of these rules or for any other purpose, tocalculate the Australian dollar equivalent of the payment, the Board must fix atime (earlier than the time for payment) and specify the buying or selling ratequoted by the Company or by any other financial institution approved by theBoard as the time and rate that apply for that purpose.

**34.3**         Preference shares

Nothing in thisrule 34 limits anything in rule 23.

**35.**           WINDING UP

**35.1**         Entitlement ofmembers

Subject to theterms of issue of shares and this rule 35, the surplus assets of the Companyremaining after payment of its debts are divisible among the members inproportion to the number of fully paid shares held by them and, for thispurpose, a partly paid share is counted as a fraction of a fully paid shareequal to the proportion which the amount paid on it bears to the total issueprice of the share.

**35.2**         Distribution ofassets generally

If the Company iswound up, the liquidator may, with the sanction of a special resolution:

(a)           divide the assets of theCompany among the members in kind and for that purpose fix the value of assetsand decide how the division is to be carried out as between the members anddifferent classes of members; and

(b)           vest assets ofthe Company in trustees on any trusts for the benefit of the members as theliquidator thinks appropriate.

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**35.3**         No distributionof liabilities

The liquidatorcannot compel a member to accept marketable securities in respect of whichthere is a liability as part of a distribution of assets of the Company.

**35.4**         Distribution notin accordance with legal rights

If the liquidator decideson a division 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 byCompany

A notice isproperly given by the Company to a person if it is:

(a)           in writing signedon behalf of the Company (by original or printed signature);

(b)           addressed to the person towhom it is to be given; and

(c)           either:

(i)            deliveredpersonally;

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

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

(iv)          sent byelectronic message to the electronic address (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 isgiven

A notice to aperson by the Company is regarded as given and received:

(a)           if it is delivered personallyor sent by fax or electronic message:

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

(ii)           after 5.00 pm(local time in the place of receipt) on a business day, or on a day that is nota business day - on the next business day; and

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(b)           if it is sent by mail – on theday it is posted.

A certificate in writingsigned by a Director or Secretary of the Company stating that a notice was sentis conclusive evidence of service.

**36.4**         Notice to jointholders

Notice to joint holdersof shares 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 theCorporations Act and the Listing Rules, if a specified period must pass after anotice is given before an action may be taken, the day on which the notice isgiven is excluded and the day on which the action is to be taken is included inreckoning the period.

**36.6**         Notices to “lost”members

If:

(a)           on 2 or more consecutiveoccasions a notice posted to a member is returned unclaimed or with anindication that the member is not known at the address to which it was sent; or

(b)           the Boardbelieves on other reasonable grounds that a member is not at the address shownin the Register or notified to the Company under rule 36.2,

the Company maygive effective notice and future notices to that member by exhibiting thenotice at the Company’s registered office for at least 48 hours.

This rule ceases to apply if the member gives the Company notice of anew address.

**37.**           UNCLAIMED MONEY

The Company mustdeal with unclaimed dividends and distributions and unclaimed proceeds ofshares sold or reissued under this document in accordance with the law relatingto unclaimed money in the Company’s jurisdiction of registration.

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