**Exhibit 1**

 

Australia and New Zealand Banking

GroupLimited

 

 

 

 

**Constitution**

 

 

Constitutionapproved at the Extraordinary General Meeting

heldon 13 August 2003

 

 

Australiaand New Zealand Banking Group Limited

ACN005 357 522

 

100Queen Street

MelbourneVictoria 3000 Australia

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

www.anz.com

 

----

 

**CONTENTS**

 
| 1.     | **PRELIMINARY**                      |                                            |
|--------|--------------------------------------|-------------------------------------------------|
|   |                                 |                                            |
|   | 1.1                                  | **Replaceable  rules**                          |   |
|   | 1.2                                  | **Definitions**                                 |   |
|   | 1.3                                  | **Interpretation of this document**             |   |
|   |                                 |                                            |   |
| 2.     | **LISTING RULES AND THE LAW**        |                                            |
|   |                                 |                                            |   |
| 3.     | **DIRECTORS**                        |                                            |
|   |                                 |                                            |   |
|   | 3.1                                  | **Number of Directors**                         |   |
|   | 3.2                                  | **Qualification**                               |   |
|   | 3.3                                  | **Appointment by the Board**                    |   |
|   | 3.4                                  | **Election by general meeting**                 |   |
|   | 3.5                                  | **Eligible candidates**                         |   |
|   | 3.6                                  | **One third of Directors retire annually**      |   |
|   | 3.7                                  | **Selection of Directors to retire**            |   |
|   | 3.8                                  | **Time of retirement**                          |   |
|   | 3.9                                  | **Cessation of Director’s appointment**    |   |
|   | 3.10                                 | **Removal from office**                         |   |
|   | 3.11                                 | **Too  few Directors**                          |   |
|   |                                 |                                            |   |
| 4.     | **ALTERNATE DIRECTORS**              |                                            |
|   |                                 |                                            |   |
|   | 4.1                                  | **Appointment of Alternates**                   |   |
|   | 4.2                                  | **Notice of Board meetings**                    |   |
|   | 4.3                                  | **Obligations and entitlements of Alternates**  |   |
|   | 4.4                                  | **Termination of appointment**                  |   |
|   | 4.5                                  | **Appointments and revocations in writing**     |   |
|   |                                 |                                            |   |
| 5.     | **POWERS OF THE BOARD**              |                                            |
|   |                                 |                                            |   |
|   | 5.1                                  | **Powers  generally**                           |   |
|   | 5.2                                  | **Exercise of powers**                          |   |
|   | 5.3                                  | **Sale of main undertaking**                    |   |
|   |                                 |                                            |   |
| 6.     | **EXECUTING NEGOTIABLE INSTRUMENTS** |                                            |
|   |                                 |                                            |   |
|   | 6.1                                  | **Board’s  powers**                        |   |
|   | 6.2                                  | **Delegation of powers**                        |   |
|   |                                 |                                            |   |
| 7.     | **MANAGING DIRECTOR**                |                                            |
|   |                                 |                                            |   |
|   | 7.1                                  | **Appointment and power of Managing Director**  |   |
|   | 7.2                                  | **Retirement and removal of Managing Director** |   |

 

----

 
|   | 7.3                                        | **Multiple Managing Directors**                          |   |
|--------|--------------------------------------------|----------------------------------------------------------|--------|
|   | 7.4                                        | **Termination of appointment of Managing  Director**     |   |
|   |                                       |                                                     |   |
| 8.     | **DELEGATION OF BOARD POWERS**             |                                                     |
|   |                                       |                                                     |   |
|   | 8.1                                        | **Delegation to committee or attorney**                  |   |
|   | 8.2                                        | **Terms of delegation**                                  |   |
|   | 8.3                                        | **Powers of attorney**                                   |   |
|   | 8.4                                        | **Proceedings of committees**                            |   |
|   |                                       |                                                     |   |
| 9.     | **DIRECTOR’S DUTIES AND INTERESTS**   |                                                     |
|   |                                       |                                                     |   |
|   | 9.1                                        | **Scope of Directors’ duties**                      |   |
|   | 9.2                                        | **Declaration of interests**                             |   |
|   | 9.3                                        | **Director interested in a matter**                      |   |
|   | 9.4                                        | **Agreements with third parties**                        |   |
|   | 9.5                                        | **Obligation of secrecy**                                |   |
|   |                                       |                                                     |   |
| 10.    | **DIRECTORS’ REMUNERATION**           |                                                     |
|   |                                       |                                                     |   |
|   | 10.1                                       | **Remuneration of Executive Directors**                  |   |
|   | 10.2                                       | **Remuneration of non-executive Directors**              |   |
|   | 10.3                                       | **Additional Remuneration for extra services**           |   |
|   | 10.4                                       | **Expenses of Directors**                                |   |
|   | 10.5                                       | **Directors’ retirement benefits**                  |   |
|   |                                       |                                                     |   |
| 11.    | **OFFICERS’ INDEMNITY AND INSURANCE** |                                                     |
|   |                                       |                                                     |   |
|   | 11.1                                       | **Indemnity**                                            |   |
|   | 11.2                                       | **Insurance**                                            |   |
|   | 11.3                                       | **Former  officers**                                     |   |
|   | 11.4                                       | **Deeds**                                                |   |
|   | 11.5                                       | **No limitation on other rights**                        |   |
|   |                                       |                                                     |   |
| 12.    | **BOARD  MEETINGS**                        |                                                     |
|   |                                       |                                                     |   |
|   | 12.1                                       | **Convening Board meetings**                             |   |
|   | 12.2                                       | **Notice of Board meeting**                              |   |
|   | 12.3                                       | **Use  of technology**                                   |   |
|   | 12.4                                       | **Chairing Board meetings**                              |   |
|   | 12.5                                       | **Quorum**                                               |   |
|   | 12.6                                       | **Majority decisions**                                   |   |
|   | 12.7                                       | **Procedural  rules**                                    |   |
|   | 12.8                                       | **Written resolutions**                                  |   |
|   | 12.9                                       | **Additional provisions concerning written resolutions** |   |
|   | 12.10                                      | **Valid  proceedings**                                   |   |
|   |                                       |                                                     |   |
| 13.    | **MEETINGS OF MEMBERS**                    |                                                     |
|   |                                       |                                                     |   |
|   | 13.1                                       | **Annual general meeting**                               |   |

 

ii

----

 
|   | 13.2                                       | **Calling meetings of members**                                         |   |
|--------|--------------------------------------------|-------------------------------------------------------------------------|--------|
|   | 13.3                                       | **Notice  of meeting**                                                  |   |
|   | 13.4                                       | **Postponement or cancellation**                                        |   |
|   | 13.5                                       | **Content of notice of meeting**                                        |   |
|   | 13.6                                       | **Chairman’s powers at a meeting of members**                      |   |
|   | 13.7                                       | **Fresh  notice**                                                       |   |
|   | 13.8                                       | **Notice to joint holders of shares**                                   |   |
|   | 13.9                                       | **Technology**                                                          |   |
|   | 13.10                                      | **Admission to general meetings**                                       |   |
|   | 13.11                                      | **Accidental omission**                                                 |   |
|   | 13.12                                      | **Class  meetings**                                                     |   |
|   |                                       |                                                                    |   |
| 14.    | **PROCEEDINGS AT MEETINGS OF MEMBERS**     |                                                                    |
|   |                                       |                                                                    |   |
|   | 14.1                                       | **Member present at meeting**                                           |   |
|   | 14.2                                       | **Quorum**                                                              |   |
|   | 14.3                                       | **Quorum not present**                                                  |   |
|   | 14.4                                       | **Chairing meetings of members**                                        |   |
|   | 14.5                                       | **Attendance  at meetings of members**                                  |   |
|   | 14.6                                       | **Members rights suspended while call unpaid**                          |   |
|   | 14.7                                       | **Adjournment**                                                         |   |
|   | 14.8                                       | **Business at adjourned meetings**                                      |   |
|   |                                       |                                                                    |   |
| 15.    | **PROXIES, ATTORNEYS AND REPRESENTATIVES** |                                                                    |
|   |                                       |                                                                    |   |
|   | 15.1                                       | **Appointment of a proxy**                                              |   |
|   | 15.2                                       | **Appointment of an attorney**                                          |   |
|   | 15.3                                       | **Appointment of a corporate representative**                           |   |
|   | 15.4                                       | **Deposit of proxy forms and powers of  attorney**                      |   |
|   | 15.5                                       | **Evidence of proxy forms, powers of attorney and other appointments**  |   |
|   | 15.6                                       | **Standing appointments**                                               |   |
|   | 15.7                                       | **Suspension of proxy or attorney’s powers if  member present**    |   |
|   | 15.8                                       | **Priority of conflicting appointments of  attorney or representative** |   |
|   | 15.9                                       | **More than 2 current proxy appointments**                              |   |
|   | 15.10                                      | **Continuing authority**                                                |   |
|   | 15.11                                      | **Joint  holders**                                                      |   |
|   |                                       |                                                                    |   |
| 16.    | **ENTITLEMENT TO VOTE**                    |                                                                    |
|   |                                       |                                                                    |   |
|   | 16.1                                       | **Determining voting entitlements**                                     |   |
|   | 16.2                                       | **Number  of votes**                                                    |   |
|   | 16.3                                       | **No casting vote of chairman**                                         |   |
|   | 16.4                                       | **Votes of joint holders**                                              |   |
|   | 16.5                                       | **Votes of transmittees and guardians**                                 |   |
|   | 16.6                                       | **Voting restrictions**                                                 |   |
|   | 16.7                                       | **Decision on right to vote**                                           |   |

 

iii

----

 
| 17.    | **HOW VOTING IS CARRIED OUT** |                                            |
|--------|-------------------------------|-------------------------------------------------|
|   |                          |                                            |   |
|   | 17.1                          | **Method  of voting**                           |   |
|   | 17.2                          | **Demand for a poll**                           |   |
|   | 17.3                          | **When and how polls must be taken**            |   |
|   | 17.4                          | **Suspension of proceedings**                   |   |
|   |                          |                                            |   |
| 18.    | **SECRETARY**                 |                                            |
|   |                          |                                            |   |
|   | 18.1                          | **Terms and conditions of office**              |   |
|   | 18.2                          | **Removal  from office**                        |   |
|   |                          |                                            |   |
| 19.    | **MINUTES**                   |                                            |
|   |                          |                                            |   |
|   | 19.1                          | **Minutes must be kept**                        |   |
|   | 19.2                          | **Minutes as evidence**                         |   |
|   | 19.3                          | **Inspection of minute books**                  |   |
|   |                          |                                            |   |
| 20.    | **COMPANY  SEALS**            |                                            |
|   |                          |                                            |   |
|   | 20.1                          | **Common  seal**                                |   |
|   | 20.2                          | **Share  seal**                                 |   |
|   | 20.3                          | **Use  of seals**                               |   |
|   | 20.4                          | **Fixing seals to documents**                   |   |
|   |                          |                                            |   |
| 21.    | **ACCOUNTS AND AUDIT**        |                                            |
|   |                          |                                            |   |
|   | 21.1                          | **Company must keep accounts**                  |   |
|   | 21.2                          | **Financial reporting**                         |   |
|   | 21.3                          | **Audit**                                       |   |
|   | 21.4                          | **Conclusive reports**                          |   |
|   | 21.5                          | **Inspection of financial records and books**   |   |
|   |                          |                                            |   |
| 22.    | **SHARES**                    |                                            |
|   |                          |                                            |   |
|   | 22.1                          | **Issue at discretion of Board**                |   |
|   | 22.2                          | **Preference and redeemable preference shares** |   |
|   | 22.3                          | **Restrictions on issue**                       |   |
|   | 22.4                          | **Brokerage and commissions**                   |   |
|   | 22.5                          | **Surrender of shares**                         |   |
|   | 22.6                          | **Variation  of rights**                        |   |
|   |                          |                                            |   |
| 23.    | **PREFERENCE  SHARES**        |                                            |
|   |                          |                                            |   |
|   | 23.1                          | **Rights attaching to preference shares**       |   |
|   | 23.2                          | **Dividend  rights**                            |   |
|   | 23.3                          | **Priority as to payment of dividends**         |   |
|   | 23.4                          | **Notices and reports**                         |   |
|   | 23.5                          | **Voting  rights**                              |   |
|   | 23.6                          | **Non-cumulative preference shares**            |   |
|   | 23.7                          | **Redeemable preference shares**                |   |

 

iv

----

 
|   | 23.8                   | **Conversion**                                                 |   |
|--------|------------------------|----------------------------------------------------------------|--------|
|   | 23.9                   | **Variation of rights**                                        |   |
|   | 23.10                  | **Priority in winding up**                                     |   |
|   |                   |                                                           |   |
| 24.    | **CERTIFICATES**       |                                                           |
|   |                   |                                                           |   |
|   | 24.1                   | **Uncertificated securities**                                  |   |
|   | 24.2                   | **Certificated shares**                                        |   |
|   | 24.3                   | **Multiple certificates and joint holders**                    |   |
|   | 24.4                   | **Lost and worn out certificates**                             |   |
|   |                   |                                                           |   |
| 25.    | **REGISTER**           |                                                           |
|   |                   |                                                           |   |
|   | 25.1                   | **Joint  holders**                                             |   |
|   | 25.2                   | **Non-beneficial holders**                                     |   |
|   | 25.3                   | **Branch  register**                                           |   |
|   |                   |                                                           |   |
| 26.    | **PARTLY PAID SHARES** |                                                           |
|   |                   |                                                           |   |
|   | 26.1                   | **Fixed instalments**                                          |   |
|   | 26.2                   | **Pre-payment of calls**                                       |   |
|   | 26.3                   | **Calls made by Board**                                        |   |
|   | 26.4                   | **Notice  of call**                                            |   |
|   | 26.5                   | **Classes of shares**                                          |   |
|   | 26.6                   | **Obligation to pay calls**                                    |   |
|   | 26.7                   | **Called  Amounts**                                            |   |
|   | 26.8                   | **Proof  of call**                                             |   |
|   | 26.9                   | **Forfeiture notice**                                          |   |
|   | 26.10                  | **Forfeiture**                                                 |   |
|   | 26.11                  | **Disposal and re-issue of forfeited shares**                  |   |
|   | 26.12                  | **Notice of forfeiture**                                       |   |
|   | 26.13                  | **Cancellation, exemption or waiver of forfeiture**            |   |
|   | 26.14                  | **Effect of forfeiture**                                       |   |
|   | 26.15                  | **Application of proceeds**                                    |   |
|   | 26.16                  | **Title of new holder**                                        |   |
|   | 26.17                  | **Mortgage of uncalled capital**                               |   |
|   |                   |                                                           |   |
| 27.    | **COMPANY  LIENS**     |                                                           |
|   |                   |                                                           |   |
|   | 27.1                   | **Existence of liens**                                         |   |
|   | 27.2                   | **Sale  under lien**                                           |   |
|   | 27.3                   | **Protection of lien**                                         |   |
|   | 27.4                   | **Indemnity for payments required to be made  by the Company** |   |
|   | 27.5                   | **Exemption and waiver**                                       |   |
|   |                   |                                                           |   |
| 28.    | **DIVIDENDS**          |                                                           |
|   |                   |                                                           |   |
|   | 28.1                   | **Accumulation of reserves**                                   |   |
|   | 28.2                   | **Dividends must be paid out of profits**                      |   |

 

v

----

 
|   | 28.3                            | **Payment of dividends**                                                      |   |
|--------|---------------------------------|-------------------------------------------------------------------------------|--------|
|   | 28.4                            | **Amount of dividend**                                                        |   |
|   | 28.5                            | **Prepayments, payments during dividend  period and credits without payment** |   |
|   | 28.6                            | **Dividends  in kind**                                                        |   |
|   | 28.7                            | **Source of dividends**                                                       |   |
|   | 28.8                            | **Method  of payment**                                                        |   |
|   | 28.9                            | **Joint holders’ receipt**                                               |   |
|   | 28.10                           | **Retention of dividends by Company**                                         |   |
|   | 28.11                           | **No interest on dividends**                                                  |   |
|   |                            |                                                                          |   |
| 29.    | **SHARE  PLANS**                |                                                                          |
|   |                            |                                                                          |   |
|   | 29.1                            | **Implementing share plans**                                                  |   |
|   | 29.2                            | **Board obligations and discretions**                                         |   |
|   |                            |                                                                          |   |
| 30.    | **TRANSFER OF SHARES**          |                                                                          |
|   |                            |                                                                          |   |
|   | 30.1                            | **Modes of transfer**                                                         |   |
|   | 30.2                            | **Market obligations**                                                        |   |
|   | 30.3                            | **Transfer by written document**                                              |   |
|   | 30.4                            | **Restricted securities**                                                     |   |
|   | 30.5                            | **Refusal to register transfer**                                              |   |
|   | 30.6                            | **Transferor remains holder until transfer  registered**                      |   |
|   | 30.7                            | **Powers  of attorney**                                                       |   |
|   |                            |                                                                          |   |
| 31.    | **TRANSMISSION OF SHARES**      |                                                                          |
|   |                            |                                                                          |   |
|   | 31.1                            | **Death of joint holder**                                                     |   |
|   | 31.2                            | **Death of single holder**                                                    |   |
|   | 31.3                            | **Transmission of shares on insolvency or  mental incapacity**                |   |
|   | 31.4                            | **Refusal to register holder**                                                |   |
|   |                            |                                                                          |   |
| 32.    | **NON-MARKETABLE PARCELS**      |                                                                          |
|   |                            |                                                                          |   |
|   | 32.1                            | **Board power of sale**                                                       |   |
|   | 32.2                            | **Sale  with notice**                                                         |   |
|   | 32.3                            | **Divestment without notice**                                                 |   |
|   | 32.4                            | **Terms  of sale**                                                            |   |
|   | 32.5                            | **Share  transfers**                                                          |   |
|   | 32.6                            | **Application of proceeds**                                                   |   |
|   | 32.7                            | **Protections for transferee**                                                |   |
|   | 32.8                            | **Rights to vote suspended**                                                  |   |
|   |                            |                                                                          |   |
| 33.    | **ALTERATION OF SHARE CAPITAL** |                                                                          |
|   |                            |                                                                          |   |
|   | 33.1                            | **Capitalisation of profits**                                                 |   |
|   | 33.2                            | **Adjustment of capitalised amounts**                                         |   |
|   | 33.3                            | **Conversion of shares**                                                      |   |

 

vi

----

 
|   | 33.4                      | **Adjustments on conversion**                         |   |
|--------|---------------------------|-------------------------------------------------------|--------|
|   | 33.5                      | **Reduction of capital**                              |   |
|   |                      |                                                  |   |
| 34.    | **CURRENCY FOR PAYMENTS** |                                                  |
|   |                      |                                                  |   |
|   | 34.1                      | **Board may decide currency**                         |   |
|   | 34.2                      | **Conversion to Australian dollars**                  |   |
|   | 34.3                      | **Preference shares**                                 |   |
|   |                      |                                                  |   |
| 35.    | **WINDING  UP**           |                                                  |
|   |                      |                                                  |   |
|   | 35.1                      | **Entitlement of members**                            |   |
|   | 35.2                      | **Distribution of assets generally**                  |   |
|   | 35.3                      | **No distribution of liabilities**                    |   |
|   | 35.4                      | **Distribution not in accordance with legal  rights** |   |
|   |                      |                                                  |   |
| 36.    | **NOTICES**               |                                                  |
|   |                      |                                                  |   |
|   | 36.1                      | **Notices by Company**                                |   |
|   | 36.2                      | **Overseas  members**                                 |   |
|   | 36.3                      | **When notice is given**                              |   |
|   | 36.4                      | **Notice  to joint holders**                          |   |
|   | 36.5                      | **Counting  days**                                    |   |
|   | 36.6                      | **Notices to “lost” members**               |   |
|   |                      |                                                  |   |
| 37.    | **UNCLAIMED  MONEY**      |                                                  |

 

vii

----

 

**AUSTRALIA AND NEW ZEALAND BANKING GROUPLIMITED**

**ACN 005 357 522**

 

**CONSTITUTION**

 

1.                                       **PRELIMINARY**

 

1.1                                 **Replaceable rules**

 

Thereplaceable rules referred to in the Law do not apply to the Company and arereplaced by the rules set out in this document.

 

1.2                                 **Definitions**

 

The followingdefinitions apply in this document.

 

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

 

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

 

“**ASX**” means Australian Stock ExchangeLimited.

 

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

 

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

 

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

 

(a)               the amount of a call on that share whichis due and unpaid; and

 

(b)              any amount the Board requires a member topay under rule 26.7.

 

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

 

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

 

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

 

“**dividend**” includes a bonus.

 

“**Executive Director**” means a Director who isan employee of the Company or a subsidiary or acts in an executive capacity forthe Company or a subsidiary under a contract for services and includes aManaging Director.

 

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

 

(a)               the rate for the time being prescribedby the Board in respect of that rule; or

 

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

 

----

 

“**Law**” means the Corporations Law.

 

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

 

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

 

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

 

“**Market Transfer**” means a transfer (withinthe meaning of the Law) that:

 

(a)               according to the SCH business rules, isa proper SCH regulated transfer; or

 

(b)              is a valid transfer under a computerisedor electronic system established or recognised by the Law, the Listing Rules orthe SCH business rules for the purpose of facilitating dealings in shares.

 

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

 

(a)               the number that constitutes a marketableparcel of shares of that class under the business rules of ASX; or

 

(b)              subject to the Law, the Listing Rules andthe business rules of ASX, any other number determined by the Board from timeto time.

 

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

 

“**Register**”means the register of members kept as required by the Law and includes:

 

(a)               a branch register of members; and

 

(b)              a computerised or electronic sub-registerestablished and administered under the SCH business rules.

 

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

 

(a)               includes salary, bonuses, fringebenefits and superannuation contributions provided by the Company; and

 

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

 

“**SCH business rules**” meansthe business rules (within the meaning of the Law) of the securities clearinghouse as they apply to the Company for the time being.

 

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

 

2

----

 

“**special resolution**” has the meaning givenby the Law.

 

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

 

1.3                                 **Interpretationof this document**

 

Headings andmarginal 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 (including subordinatelegislation), the Listing Rules, the business rules of ASX or the SCH businessrules includes a reference to that legislation, the Listing Rules, the businessrules of ASX or the SCH business rules (as the case may be) as:

 

(A)          amended, modified or waived in relation tothe Company; or

 

(B)            re-enacted, amended or replaced,

 

and includes any subordinate legislation or rules issued under thelegislation, the Listing Rules or the business rules of ASX or the SCH businessrules (as the case may be);

 

(ii)               a document or agreement, or a provisionof a document or agreement, is to that document, agreement or provision asamended, supplemented, replaced or novated;

 

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

 

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

 

(b)              A singular word includes the plural, andvice versa.

 

(c)               A word which suggests 1 gender includesthe other genders.

 

(d)              If a word is defined, another part ofspeech has a corresponding meaning.

 

(e)               If an example is given of anything(including a right, obligation or concept), the example does not limit thescope of that thing.

 

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

 

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

 

3

----

 

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

 

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

 

(i)                  represented or reproduced in any modein a visible form (including electronically); or

 

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

 

(j)                  Where:

 

(i)                  an expression in a rule deals with amatter which is dealt with by a provision of the Law, the Listing Rules or theSCH business rules, that expression has the same meaning in this document as inthat provision; and

 

(ii)               subject to paragraph (i), an expressionin a rule that is defined in section 9 of the Law has the same meaning in thisdocument as in that section.

 

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

 

2.                                       **LISTING RULES ANDTHE LAW**

 

If, and to the extent the Listing Rules or the Law are inconsistentwith this document, the Listing Rules or the Law (as applicable) prevail.

 

3.                                       **DIRECTORS**

 

3.1                                 **Number of Directors**

 

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

 

3.2                                 **Qualification**

 

Within 3 months after a Director’s appointment, that Director must holdat least 2,000 fully paid shares in the Company in the Director’s own right andmust continue to hold at least 2,000 shares until the Director ceases to holdoffice. This rule does not apply to an Alternate.

 

3.3                                 **Appointment by theBoard**

 

Subject to the Law, this document and to the number of Directors forthe time being fixed under rule 3.1 not being exceeded, the Board may appoint aperson to be a Director at any time. Any Director so appointed:

 

(a)               automatically retires at the next annualgeneral meeting and is eligible for election by that general meeting; and

 

4

----

 

(b)              is not taken into account in deciding therotation or retirement of Directors or the number of them to retire under rule3.6 at that general meeting.

 

3.4                                 **Election bygeneral meeting**

 

Subject to this document, the Law and to the number of Directors forthe time being fixed under rule 3.1 not being exceeded, the Company may electDirectors by ordinary resolution.

 

3.5                                 **Eligible candidates**

 

The Company in general meeting cannot validlyappoint a person as a Director unless:

 

(a)               the person retires under rules 3.3 or3.6 and seeks election or re-election; or

 

(b)              the Board recommends the appointment; or

 

(c)               at least 35 business days or any otherperiod that the Listing Rules or the Law permits before the meeting at whichthe relevant resolution will be considered, the Company receives at itsregistered office both:

 

(i)                  a nomination of the person by amember (who may be the person); and

 

(ii)               a consent to act as a Director signed bythe person.

 

3.6                                 **Onethird of Directors retire annually**

 

At each annual general meeting the followingDirectors must retire from office but are eligible for re-election:

 

(a)               one third (or if that is not a wholenumber, the whole number nearest to one third) of the Directors who are not:

 

(i)                  appointed, and required to retire,under rule 3.3;

 

(ii)               Directors who vacate office under anyprovisions in the Law concerning the maximum age of directors;

 

(iii)            the Managing Director (or if there is morethan 1, the 1 (if any) nominated under rule 7.3(a)); or

 

(iv)           Directors only because they are Alternates;and

 

(b)              subject to rule 7.2, any Director whowould, if that Director remained in office until the next annual generalmeeting, have held that office for more than 3 years since last elected orre-elected.

 

3.7                                 **Selectionof Directors to retire**

 

Subject to the Law, the Directors who retire under rule 3.6 are thosewho have held office the longest since last being elected or appointed. If 2 ormore Directors have been in office

 

5

----

 

for the same period, those Directors may agree which of them willretire. If they do not agree, they must draw lots to decide which of them mustretire.

 

3.8                                 **Time of retirement**

 

A Director’s retirement under rule 3.3 or 3.6 takes effect at the endof the relevant annual general meeting unless the Director is re-elected atthat meeting.

 

3.9                                 **Cessationof Director’s appointment**

 

The office of a Director automatically becomes vacant if the person whoholds the office:

 

(a)               becomes an insolvent underadministration;

 

(b)              is not permitted by the Law (or an ordermade under the Law) to be a director or vacates office by force of the Law;

 

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

 

(d)              fails to attend Board meetings (eitherpersonally or by an Alternate) for a continuous period of 3 months withoutleave of absence from the Board;

 

(e)               resigns by notice in writing to theCompany;

 

(f)                 ceases to hold the shares required tobe held by a Director under rule 3.2, unless the Directors otherwise resolvethat the Director may continue in office;

 

(g)              reaches 70 years of age or on any otherlater date determined by the Board (subject to the Law); or

 

(h)              is removed from office under rule 3.10.

 

3.10                           **Removal from office**

 

Whether or not a Director’s appointment was expressed to be for aspecified period, subject to the Law the Company by ordinary resolution mayremove a Director from office.

 

3.11                           **Too few Directors**

 

If the number of Directors is reduced below the minimum required byrule 3.1, the continuing Directors may act as the Board only:

 

(a)               to appoint Directors up to that minimumnumber;

 

(b)              to convene a meeting of members; and

 

(c)               in emergencies.

 

6

----

 

4.                                       **ALTERNATE DIRECTORS**

 

4.1                                 **Appointment ofAlternates**

 

A Director (other than an Alternate) may appoint a person who isapproved by the Board (without the vote of the Appointor) to act as Alternatefor a specified period or each time the Appointor is unable to attend a Boardmeeting or a meeting of a committee of the Board or act as a Director.

 

4.2                                 **Notice of Boardmeetings**

 

The Company must give the Alternate notice of Board meetings ormeetings of a committee of the Board only if the Appointor requests it to doso.

 

4.3                                 **Obligationsand entitlements****of Alternates**

 

An Alternate:

 

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

 

(b)              if also a Director, has a separate rightto vote as Alternate;

 

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

 

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

 

(e)               is entitled to reasonable travelling,hotel and other expenses incurred in attending meetings of the Company of theBoard or of committees of the Board while otherwise engaged on the business ofthe Company on the same basis as other Directors but is not entitled to anyother remuneration from the Company (but the Appointor may further remuneratethe Alternate).

 

4.4                                 **Termination ofappointment**

 

An Appointor at any time may revoke the appointment of a person as anAlternate. Any appointment of an Alternate made by the Appointor immediatelyceases if:

 

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

 

(b)              an event occurs which would cause theAlternate to vacate office under rule 3.9 if the Alternate were a Director.

 

4.5                                 **Appointmentsand revocations****in writing**

 

An Appointor must appoint, and revoke the appointment of, any Alternatein writing. The appointment or revocation is not effective until a copy isprovided to the Company.

 

7

----

 

5.                                       **POWERS OF THE BOARD**

 

5.1                                 **Powers generally**

 

Except asotherwise required by the Law, any other applicable law, the Listing Rules orthis document, the Board:

 

(a)               has exclusive power to manage thebusiness of the Company; and

 

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

 

5.2                                 **Exercise of powers**

 

A power of the Board can, without limitation,be exercised:

 

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

 

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

 

5.3                                 **Sale of mainundertaking**

 

Unless otherwise permitted by the Listing Rules or the Law, the Boardmust not sell or dispose of the main undertaking of the Company unless thedecision is ratified by the Company in general meeting.

 

6.                                       **EXECUTINGNEGOTIABLE INSTRUMENTS**

 

6.1                                 **Board’s powers**

 

The Board must decide the manner (including the use of facsimilesignatures if thought appropriate) in which negotiable instruments can beexecuted, accepted or endorsed for and on behalf of the Company. The Companymay execute, accept, or endorse negotiable instruments only in the manner forthe time being decided by the Board.

 

6.2                                 **Delegation of powers**

 

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

 

7.                                       **MANAGING DIRECTOR**

 

7.1                                 **Appointmentand power of Managing Director**

 

(a)               The Board may appoint 1 or moreDirectors to be a Managing Director either for a specified term (but not forlife) or without specifying a term.

 

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

 

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

 

8

----

 

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

 

(c)               The Board may revoke the delegation atany time.

 

7.2                                 **Retirementand removal of Managing Director**

 

Subject to rule 7.3, a Managing Director isnot:

 

(a)               required to retire; or

 

(b)              taken into account in determining thenumber of Directors to retire,

 

by rotation under rule 3.6 but (subject to any contract between theCompany and that Managing Director) is otherwise subject to the same rulesregarding resignation, removal and retirement from office as the otherDirectors.

 

7.3                                 **MultipleManaging Directors**

 

If there are 2 or more Managing Directors atthe same time:

 

(a)               the Board may nominate 1 of them as theManaging Director to be exempted from retirement by rotation under rule 3.6 andmay revoke the nomination at any time; and

 

(b)              if a Managing Director has been nominatedunder rule 7.3(a) and the Board later nominates a different Managing Directorunder that rule, the one first nominated must retire by rotation at the nextannual general meeting unless elected at either of the previous 2 annualgeneral meetings.

 

If none of the Managing Directors (if more than 1) is the subject of acurrent nomination under rule 7.3(a), each of them must retire by rotationunder rule 3.6.

 

7.4                                 **Terminationof appointment of Managing Director**

 

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

 

(a)               the Managing Director ceases for anyreason to be a Director;

 

(b)              the Board removes the Managing Directorfrom the office of Managing Director (which, subject to any contract betweenthe Company and the Managing Director, the Board has power to do); or

 

(c)               the Managing Director ceases to beemployed by the Company, unless the Board decides differently.

 

8.                                       **DELEGATION OFBOARD POWERS**

 

8.1                                 **Delegationto committee or attorney**

 

The Board may delegate any of its powers:

 

9

----

 

(a)               to a Director; or

 

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

 

(c)               to any other person or persons; or

 

(d)              to an attorney, 

 

and may revoke a delegation previously made whether or not thedelegation is expressed to be for a specified period. This rule is supplementalto the Law.

 

8.2                                 **Terms of delegation**

 

A delegation of powers under rule 8.1 may bemade:

 

(a)               for a specified period or withoutspecifying a period; and

 

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

 

Power exercised in accordance with adelegation of the Board is treated as exercised by the Board.

 

8.3                                 **Powers of attorney**

 

A power of attorney granted under rule 8.1 may contain any provisionsfor the protection and convenience of those who deal with the attorney that theBoard thinks appropriate.

 

8.4                                 **Proceedings ofcommittees**

 

Subject to the terms on which a power of the Board is delegated to acommittee, the meetings and proceedings of committees are, so far as they canbe (modified as necessary), governed by the rules of this document whichregulate the meetings and proceedings of the Board.

 

9.                                       **DIRECTOR’SDUTIES AND INTERESTS**

 

9.1                                 **Scope ofDirectors’ duties**

 

A Director is not disqualified by reason onlyof being a Director from:

 

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

 

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

 

(c)               entering into any agreement with theCompany.

 

10

----

 

9.2                                 **Declaration ofinterests**

 

A Director must comply with the Law inrelation to disclosure of interests.

 

9.3                                 **Directorinterested in a matter**

 

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

 

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

 

(i)                  any matter in which the Director hasan interest; and

 

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

 

(b)              the Company may enter into the agreementand the Director may participate in the execution of any relevant document byor on behalf of the Company;

 

(c)               the Director may be counted in a quorumat a Board meeting that considers, and may vote on, matters involving theagreement; and

 

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

 

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

 

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

 

9.4                                 **Agreementswith third parties**

 

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

 

(a)               fails to make a disclosure requiredunder the Law; or

 

(b)              is present at, or counted in the quorumfor, a meeting that considers, votes on, or participates in the execution of,that agreement in breach of the Law.

 

9.5                                 **Obligation ofsecrecy**

 

Every Director and Secretary must keep the transactions and affairs ofthe Company and the state of its accounts confidential unless required todisclose them:

 

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

 

(b)              by the Board or the Company in generalmeeting; or

 

11

----

 

(c)               by law or under the Listing Rules.

 

The Company may require a Director, Secretary, auditor, trustee,committee member or other person engaged by it to sign a confidentialityundertaking consistent with this rule. A Director or Secretary must do so ifrequired by the Company.

 

10.                                 **DIRECTORS’REMUNERATION**

 

10.1                           **Remunerationof Executive Directors**

 

Subject to any contract with the Company and to the Listing Rules, theBoard may fix the remuneration of each Executive Director. That remunerationmay consist of salary, bonuses or any other elements but must not be acommission on or percentage of profits or operating revenue.

 

10.2                           **Remunerationof non-executive Directors**

 

The Directors (other than the Executive Directors and those who areDirectors only because they are Alternates) are entitled to be paid for theirservices as directors, out of the funds of the Company, an amount ofRemuneration which:

 

(a)               does not:

 

(i)                  in any year exceed in aggregate theamount last fixed by ordinary resolution; or

 

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

 

(b)              is allocated among them:

 

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

 

(ii)               as otherwise decided by the Board; and

 

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

 

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

 

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

 

12

----

 

10.3                           **AdditionalRemuneration for extra services**

 

If a Director, at the request of the Board and for the purposes of theCompany, performs extra services or makes special exertions (including going orliving away from the Director’s usual residential address), the Company may paythat Director a fixed sum set by the Board for doing so. Remuneration underthis rule may be either in addition to or in substitution for any remunerationto which that Director is entitled under rules 10.1 or 10.2.

 

10.4                           **Expenses ofDirectors**

 

The Company may pay a Director (in addition to any remuneration) allreasonable expenses (including travelling and accommodation expenses) incurredby the Director:

 

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

 

(b)              on the business of the Company; or

 

(c)               in carrying out duties as a Director.

 

10.5                           **Directors’retirement benefits**

 

Subject to the Law and the Listing Rules, theCompany may:

 

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

 

(i)                  that person; or

 

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

 

(b)              pay a pension or lump sum benefit of thetype referred to in paragraph (a) whether or not the Company has agreed to doso.

 

11.                                 **OFFICERS’INDEMNITY AND INSURANCE**

 

11.1                           **Indemnity**

 

Subject to and so far as may be permittedunder the Law, the Company may:

 

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

 

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

 

13

----

 

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

 

11.2                           **Insurance**

 

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

 

11.3                           **Former officers**

 

The indemnityin favour of 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 the claim is made; or

 

(b)              at the date of adoption of thisconstitution.

 

11.4                           **Deeds**

 

Subject to theLaw, 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 enter intoand pay premiums on contracts insuring the officer or employee againstliability.

 

11.5                           **No limitationon other rights**

 

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

 

12.                                 **BOARD MEETINGS**

 

12.1                           **Convening Boardmeetings**

 

A Director mayat any time, and the Secretary must on request from a Director, convene a Boardmeeting.

 

12.2                           **Notice of Boardmeeting**

 

(a)               The convenor of each Board meeting:

 

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

 

(A)          each Director; and

 

14

----

 

(B)            each Alternate in respect of whom theAppointor has given notice under rule 4.2 requesting notice of Board meetingsto be given to that Alternate; and

 

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

 

(b)              Each Director must notify to the Companyan address in Australia or New Zealand, and may notify a fax number orelectronic address, as the Director’s address to which notices of Boardmeetings are to be given.

 

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

 

12.3                           **Use of technology**

 

(a)               Subject to the Law, a Board meeting maybe 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 or during a meeting, anytechnical difficulty occurs where one or more Directors cease to participate,the Chairman may adjourn the meeting until the difficulty is remedied or may,where a quorum of Directors remains present, continue the meeting.

 

12.4                           **Chairing Boardmeetings**

 

(a)               The Board may elect a Director aschairman of its meetings and may elect one or more Directors as deputychairman. The Board may decide the period for which those Directors hold their respectiveoffices.

 

(b)              If there is no chairman or deputychairman of Directors or if none of them are present within 15 minutes afterthe time for which a Board meeting is called or is unwilling to act, theDirectors present must elect a Director present to chair the meeting.

 

12.5                           **Quorum**

 

Unless the Board decides otherwise, the quorum for a Board meeting is 2Directors and a quorum must be present for the whole meeting. An Alternate whois also a Director or a person who is an Alternate for more than 1 Appointormay only be counted once toward a quorum. A Director is treated as present at ameeting held by any technology if the Director is able to communicate with allothers attending. If a meeting is held in another way permitted by the Law(including any other means of technology), the Board must resolve the basis onwhich Directors are treated as present.

 

15

----

 

12.6                           **Majority decisions**

 

A resolution of the Board must be passed by a majority of the votes castby Directors present and entitled to vote on the resolution. If an equal numberof votes is cast for and against a resolution:

 

(a)               the chairman of the meeting has a secondor casting vote unless:

 

(i)                  only 2 Directors are entitled tovote; or

 

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

 

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

 

12.7                           **Procedural rules**

 

The Board may adjourn and, subject to this document, otherwise regulateits meetings as it decides.

 

12.8                           **Written resolutions**

 

If:

 

(a)               each Director, and each Alternate inrespect of whom the Appointor has given notice under rule 4.2, is given adocument setting out a proposed resolution; and

 

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

 

a Board resolution in those terms is passedat the time when the last of the Directors who constitute the majority signs.

 

12.9                           **Additionalprovisions****concerning writtenresolutions**

 

For the purpose of rule 12.8:

 

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

 

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

 

(c)               signature of a document by an Alternateis not required if the Appointor of that Alternate has signed the document;

 

(d)              signature of a document by the Appointorof an Alternate is not required if that Alternate has signed the document inthat capacity;

 

16

----

 

(e)               a telex, telegram or facsimile or amessage in electronic form containing the text of the document expressed tohave been signed by a Director that is sent to the Company is a document deemedto be signed by that Director at the time of its receipt by the Company; and

 

(f)                 accidental failure to give notice of adocument under rule 12.8, or non-receipt of such document by a Director, doesnot result in the resolution being invalid.

 

12.10                     **Valid proceedings**

 

Each resolution passed or thing done by, or with the participation of,a person acting as a Director or member of a committee is valid even if it islater discovered that:

 

(a)               there was a defect in the appointment ofthe person; or

 

(b)              the person was disqualified fromcontinuing in office, voting on the resolution or doing the thing.

 

13.                                 **MEETINGS OF MEMBERS**

 

13.1                           **Annual generalmeeting**

 

The Company must hold an annual generalmeeting as required by the Law.

 

13.2                           **Callingmeetings of members**

 

A meeting of members:

 

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

 

(b)              must be convened by the Board whenrequired by the Law or by an order made under the Law.

 

13.3                           **Notice of meeting**

 

Notice of a meeting of members must be given in accordance with theLaw. The notice of meeting must comply with the Law and with the Listing Rulesand may be given in any manner permitted by the Law.

 

13.4                           **Postponementor cancellation**

 

Subject to the Law, the Board may:

 

(a)               postpone a meeting of members; or

 

(b)              cancel a meeting of members; or

 

(c)               change the place for a general meeting, 

 

by written notice :

 

17

----

 

(d)              published in a daily newspapercirculating in Australia; or

 

(e)               given to ASX; or

 

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

 

13.5                           **Content ofnotice of meeting**

 

(a)               Subject to the Law, the Board maydetermine the contents of the notice of meeting of members called by the Board,as the Board thinks fit. The notice must state the general nature of themeeting’s business and any other matters required by the Law. No business maybe transacted at the meeting unless the general nature of the business isstated in the notice.

 

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

 

13.6                           **Chairman’spowers at a meeting****of members**

 

(a)               The chairman of a meeting of members:

 

(i)                  is responsible for the generalconduct and procedures to be adopted at the meeting;

 

(ii)               may, subject to the Law, at any timeterminate discussion or debate on any matter being considered by the meeting,where the chairman considers it necessary or desirable for the proper andorderly conduct of the meeting;

 

(iii)            may, subject to the Law, eject a memberfrom the meeting, at any time the chairman considers it is necessary ordesirable for the proper and orderly conduct of the meeting; and

 

(iv)           may require the adoption of any procedurewhich is in the chairman’s opinion necessary or desirable for proper andorderly debate or discussion and the proper and orderly casting or recording ofvotes at the meeting,

 

and a decision by the chairman under thisrule is final.

 

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

 

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

 

(d)              The chairman’s rights under this rule13.6 are exclusive to the chairman.

 

18

----

 

13.7                           **Fresh notice**

 

If a meeting of members is postponed or adjourned for 1 month or more,the Company must give new notice of the resumed meeting.

 

13.8                           **Notice to joint holders****of shares**

 

If a share is held jointly, the Company need only give notice of ameeting of members (or of any cancellation or postponement notice of which isgiven to members) to the joint holder who is named first in the Register.

 

13.9                           **Technology**

 

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

 

(b)              If, before or during a meeting of membersany technical difficulty occurs where all members may not be able toparticipate, the Chairman may:

 

(i)                  adjourn the meeting until thedifficulty is remedied; or

 

(ii)               where a quorum remains present (in thevenue at which the Chairman is present) and able to participate, subject to theLaw, continue the meeting.

 

13.10                     **Admission togeneral meetings**

 

The chairmanof a meeting of members may take any action the chairman considers appropriatefor the safety of persons attending the meeting and the orderly conduct of themeeting and may refuse admission to, or require to leave and remain out of, themeeting any person:

 

(a)               in possession of a pictorial-recordingor sound-recording device;

 

(b)              in possession of a placard or banner;

 

(c)               in possession of an article consideredby the chairman to dangerous, offensive or liable to cause disruption;

 

(d)              who refuses to produce or to permitexamination of any article, or the contents of any article, in the person’spossession;

 

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

 

(f)                 who is not entitled to receive noticeof the meeting.

 

The chairman may delegate the powersconferred by this rule to any person.

 

19

----

 

13.11                     **Accidental omission**

 

The accidental omission to give a notice of meeting to, or thenon-receipt of a notice by meeting by, any of those entitled to receive thenotice does not invalidate any resolution passed at a meeting of members.

 

13.12                     **Class meetings**

 

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

 

14.                                 **PROCEEDINGSAT MEETINGS OF MEMBERS**

 

14.1                           **Member present atmeeting**

 

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

 

14.2                           **Quorum**

 

The quorum for a meeting of members is 3 Voting Members. Eachindividual present may only be counted once toward a quorum. If a member hasappointed more than 1 proxy or representative only 1 of them may be countedtoward a quorum. A quorum must be present during the entirety of the meeting.

 

14.3                           **Quorum not present**

 

If a quorum is not present within 15 minutes after the time for which ameeting of members is called:

 

(a)               if called as a result of a request ofmembers under the Law, the meeting is dissolved; and

 

(b)              in any other case:

 

(i)                  the meeting is adjourned to the day,time and place that the Directors present decide and notifies to members, or ifno decision is notified before then, to the same time on the same day in thenext week at the same place; and

 

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

 

14.4                           **Chairingmeetings of members**

 

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

 

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

 

20

----

 

(b)              the Director appointed to chair Boardmeetings is not present at the time a meeting of members is called, or is notwilling to chair the meeting, 

 

the meeting may be chaired by another Director chosen by a majority ofthe Directors present or, failing that, a majority of Voting Members presentmust elect a Director present (or where no such Director is willing to act, amember present) to chair the meeting.

 

14.5                           **Attendance atmeetings****ofmembers**

 

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

 

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

 

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

 

14.6                           **Members rightssuspended****while call unpaid**

 

If a call on a share is due and unpaid, the holding of that share doesnot entitle a member to be present, speak or vote at, or be counted in thequorum for, a meeting of members.

 

14.7                           **Adjournment**

 

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

 

(i)                  may adjourn or postpone from time totime or place to place the meeting or any business, motion, question orresolution being considered or remaining to be considered by the meeting or anydebate or discussion;

 

(ii)               may at any time during the course of themeeting adjourn or defer any business, motion, question, resolution, debate ordiscussion either to a later time at the same meeting or to an adjournedmeeting; and

 

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

 

14.8                           **Business atadjourned****meetings**

 

The only business that may be transacted at a meeting resumed after anadjournment is the business left unfinished immediately before the adjournment.

 

21

----

 

15.                                 **PROXIES, ATTORNEYSAND REPRESENTATIVES**

 

15.1                           **Appointment of aproxy**

 

A member may appoint up to 2 proxies to attend and act for the memberat a meeting of members. An appointment of a proxy must be made by writtennotice lodged or deposited with the Company as required by rule 15.4:

 

(a)               that complies with the Law; or

 

(b)              in any other form and mode that complieswith the Listing Rules and is, and is signed or acknowledged by the member in amanner, satisfactory to the Board.

 

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

 

15.2                           **Appointment ofan attorney**

 

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

 

15.3                           **Appointment of acorporate****representative**

 

A member that is a body corporate may appoint an individual to act asits representative at meetings of members as permitted by the Law. Evidence ofthe appointment may be deposited with the Company in any form satisfactory tothe Board.

 

15.4                           **Deposit ofproxy forms and powers****ofattorney**

 

An appointment of a proxy or an attorney, or the revocation of theappointment of a proxy or attorney, is not effective for a particular meetingof members unless the instrument effecting the appointment, 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 the time forwhich the meeting was called; or

 

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

 

(c)               in either case, within any greater timebefore the meeting permitted by the Law.

 

15.5                           **Evidence of proxyforms****, powers of attorney andother appointments**

 

The Board may require evidence of:

 

22

----

 

(a)               in the case of a proxy form executed byan attorney, the relevant power of attorney or a certified copy of it;

 

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

 

(c)               in the case of a corporaterepresentative, the appointment of the representative in accordance with theLaw (for example, a copy of the minute recording the resolution by which therepresentative was appointed, certified as true and correct by a director orsecretary of the body corporate, or a certificate duly executed by the body corporatecertifying the appointment of the representative); or

 

(d)              in the case of any appointment under thisrule 15 which is transmitted to the Company electronically, the identity of theperson who transmitted the message containing the appointment.

 

15.6                           **Standingappointments**

 

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

 

15.7                           **Suspensionof proxy or attorney’s****powersif member present**

 

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

 

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

 

(ii)               in the case of a body corporate, by arepresentative.

 

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

 

15.8                           **Priorityof conflicting appointments****ofattorney or representative**

 

If more than 1 attorney or representative appointed by a member is presentat a meeting of members and the Company has not received notice of revocationof any of the appointments:

 

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

 

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

 

15.9                           **Morethan 2 current proxy appointments**

 

An appointment of a proxy by a member is revoked (or, in the case of astanding appointment, suspended for that particular meeting) if the Companyreceives a further 

 

23

----

 

appointment ofa proxy from that member which would result in there being more than 2 proxiesof that member entitled to act at a meeting. The appointment of proxy madefirst in time is the first to be treated as revoked or suspended by this rule.

 

15.10                     **Continuing authority**

 

An act done at a meeting of members by a proxy, an attorney or arepresentative is valid even if, before the act is done, the appointing member:

 

(a)               dies or becomes mentally incapacitated;

 

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

 

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

 

(d)              transfers the share to which theappointment relates, 

 

unless theCompany has received written notice of the matter before the start orresumption of the meeting at which the vote is cast.

 

15.11                     **Joint holders**

 

Subject to theLaw, if a share is held jointly, the Board may accept an appointment of proxyunder this rule 15, even if it is signed by only 1 of the holders.

 

16.                                 **ENTITLEMENT TO VOTE**

 

16.1                           **Determiningvoting entitlements**

 

To determinewho are members of the Company and entitled to vote at a meeting of members andhow many shares they hold, the Company must refer only:

 

(a)               if, before notice of the meeting wasgiven, the convenor of the meeting determined a specified time under the Law -to the Register as it stood at that time; or

 

(b)              if no determination was made - to theRegister as it stood 48 hours before the meeting or at any later time requiredby the SCH business rules.

 

16.2                           **Number of votes**

 

Subject to the Law, rules 14.6, 15, 16.4, 16.5, 16.6, 30.4 and 32.8 andthe terms on which shares are issued:

 

(a)               on a show of hands:

 

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

 

(ii)               subject to rule 16.2(a)(i), everyindividual present who is a member entitled to vote present in person or byproxy, attorney or representative has 1 vote;

 

24

----

 

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

 

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

 

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

 

(c)               unless:

 

(i)                  permitted under the Listing Rules;and

 

(ii)               otherwise provided in the terms uponwhich shares are issued,

 

in calculating the fraction of a vote which the holder of a partly paidshare has, the Company must not count an amount:

 

(iii)            paid in advance of a call; or

 

(iv)           credited on a partly paid share withoutpayment in money or money’s worth being made to the Company.

 

16.3                           **No casting voteof chairman**

 

The Chairmanof a meeting of members does not have a casting vote. If an equal number ofvotes is cast for and against a resolution, the matter is decided in thenegative.

 

16.4                           **Votes of jointholders**

 

If more than 1of the joint holders of a share (including, for the purposes of this rule,joint legal personal representatives of a dead member) are present at a meetingof members and tender a vote in respect of the share, the Company may onlycount the vote cast by the joint holder named earlier in the Register.

 

16.5                           **Votes oftransmittees and guardians**

 

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

 

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

 

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

 

that personmay vote as if registered as the holder of the share and the Company must notcount the vote (if any) of the actual registered holder.

 

25

----

 

16.6                           **Voting restrictions**

 

If:

 

(a)               the Law or the Listing Rules requirethat some members are not to vote on a resolution, or that votes cast by somemembers be disregarded, in order for the resolution to have an intended effect;and

 

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

 

those membershave no right to vote on that resolution and the Company must not count anyvotes purported to be cast by those members. If a proxy purports to vote in away or in circumstances that contravene the Law, on a show of hands the vote isinvalid and the Company must not count it and on a poll rule 17.3 applies.

 

16.7                           **Decision on rightto vote**

 

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

 

17.                                 **HOW VOTING ISCARRIED OUT**

 

17.1                           **Method of voting**

 

A resolutionput to the vote at a meeting of members must be decided on a show of handsunless a poll is demanded:

 

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

 

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

 

17.2                           **Demand for a poll**

 

A poll may bedemanded on any resolution, except a resolution concerning the election of thechairman of a meeting or an adjournment of a meeting, by:

 

(a)               the chairman;

 

(b)              at least 5 members entitled to vote onthe resolution; or

 

(c)               members entitled to cast at least 5% ofthe votes that may be cast on the resolution on a poll (worked out as at thetime required by the Law). 

 

The demand fora poll may be withdrawn and does not affect the continuation of the meeting forthe transaction of other business.

 

26

----

 

17.3                           **When and howpolls must be taken**

 

If a poll isdemanded:

 

(a)               subject to rule 14.7(b), if theresolution is for the adjournment of the meeting, the poll must be takenimmediately and, subject to rule 17.3(c), in the manner that the chairman ofthe meeting directs;

 

(b)              in all other cases, the poll must betaken at the time and place and, subject to rule 17.3(c), in the manner thatthe chairman of the meeting directs;

 

(c)               votes which the Law requires to be castin a given way must be treated as cast in that way;

 

(d)              a person voting who has the right to cast2 or more votes need not cast all those votes and may cast those votes in differentways; and

 

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

 

17.4                           **Suspension ofproceedings**

 

For thepurpose of allowing any poll to be taken or determined, the chairman of themeeting may suspend the proceedings of the meeting for any period the chairmandecides without effecting an adjournment. No business may be transacted and nodiscussion may take place during any suspension of proceedings unless thechairman otherwise allows.

 

18.                                 **SECRETARY**

 

18.1                           **Terms andconditions of office**

 

A Secretaryholds office on the terms that the Board decides. The Board may vary anydecision previously made by it in respect of a Secretary.

 

18.2                           **Removal from****office**

 

Subject to anycontract between the Company and the Secretary, the Board may remove aSecretary from that office whether or not the appointment was expressed to befor a specified term.

 

19.                                 **MINUTES**

 

19.1                           **Minutes must be kept**

 

The Board mustcause minutes to be kept in accordance with the Law of:

 

(a)               proceedings and resolutions of meetingsof the members;

 

(b)              proceedings and resolutions of Boardmeetings;

 

27

----

 

(c)               proceedings and resolutions of meetingsof a committee to which Board powers are delegated under rule 8;

 

(d)              the name of Directors or other personspresent at each Board meeting or committee meeting; and

 

(e)               resolutions passed by Directors withouta meeting.

 

19.2                           **Minutes as evidence**

 

A minuterecorded and signed or otherwise kept in accordance with the Law is evidence ofthe proceeding, resolution or declaration to which it relates unless thecontrary is proved.

 

19.3                           **Inspection ofminute books**

 

The Companymust allow members to inspect, and provide copies of, the minute books for themeetings and other documents of the Company only if and to the extent requiredby the Law.

 

20.                                 **COMPANY SEALS**

 

20.1                           **Common seal**

 

The Board:

 

(a)               may decide whether or not the Companyhas a common seal; and

 

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

 

20.2                           **Share seal**

 

The Board maydecide whether or not the Company has a share seal, as a duplicate of thecommon seal. A share seal must:

 

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

 

(b)              (but need not be) only be used in sealingshare certificates and option certificates of the Company and be affixed in thesame manner as the common seal.

 

20.3                           **Use of seals**

 

The commonseal and share or other duplicate seal (if any) may only be used with theauthority of the Board (which may be given before or after the affixing of theseal). The Board must not authorise the use of a seal that does not comply withthe Law.

 

20.4                           **Fixing seals todocuments**

 

Withoutlimiting the ways in which the Company can execute documents in accordance withthe Law (or otherwise) if the Company has a common seal or a share or other

 

28

----

 

duplicateseal, any document to which the seal is fixed must be signed by 2 Directors orby a Director or Secretary, unless a different procedure is decided by theBoard.

 

21.                                 **ACCOUNTS AND AUDIT**

 

21.1                           **Company mustkeep accounts**

 

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

 

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

 

(b)              would enable true and fair financialstatements to be prepared and audited,

 

and must allowa Director and the auditor to inspect those records at all reasonable times.

 

21.2                           **Financial reporting**

 

The Board mustcause the Company to prepare a financial report and a Directors’ report thatcomply with the Law and must report to members in accordance with the Law nolater than the deadline set by the Law.

 

21.3                           **Audit**

 

The Board mustcause the Company’s financial report for each financial year to be audited andobtain an auditor’s report. The eligibility, appointment, removal,remuneration, rights and duties of the auditor are regulated by the Law.

 

21.4                           **Conclusive reports**

 

Auditedfinancial reports laid before the Company in general meetings are conclusiveexcept as regards errors notified to the Company within 3 months after therelevant general meeting. If the Company receives notice of an error withinthat period, it must immediately correct the report and the report as correctedis then conclusive.

 

21.5                           **Inspectionof financial records and books**

 

Subject torule 19.3 and unless otherwise required under the Law, a member who is not a Directordoes not have any right to inspect any document of the Company except asauthorised by the Board.

 

22.                                 **SHARES**

 

22.1                           **Issue atdiscretion of Board**

 

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

 

29

----

 

22.2                           **Preferenceand redeemable preference shares**

 

The Companymay issue preference shares (including preference shares that are liable to beredeemed). The rights attached to preference shares are:

 

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

 

(b)              the rights otherwise approved inaccordance with the Law.

 

22.3                           **Restrictions onissue**

 

The Companymust not issue shares or grant options if the issue or grant would result in abreach of the Listing Rules.

 

22.4                           **Brokerage andcommissions**

 

The Companymay pay brokerage or commissions to a person in respect of that person or anotherperson agreeing to take up shares in the Company.

 

22.5                           **Surrender of shares**

 

The Board mayaccept a surrender of shares:

 

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

 

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

 

The Companymay sell or re-issue surrendered shares in the same way as forfeited shares.

 

22.6                           **Variation of****rights**

 

If the Companyissues different classes of shares, or divides issued shares into differentclasses, the rights attached to shares in any class may (subject to the Law) bevaried or cancelled only:

 

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

 

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

 

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. Therules relating to general meetings of the Company and proceedings at thosemeetings apply (modified as necessary) to a separate meeting of a class ofholders convened for the purpose of this rule 22.6, except that:

 

(c)               a quorum is at least 2 persons holdingor representing by proxy one-third of the issued shares of the class (but sothat if at any adjourned meeting a quorum is not

 

30

----

 

present, any 2holders of shares of the class present in person or by proxy shall be aquorum); and

 

(d)              any holder of shares of that classpresent in person or by proxy may demand a poll and every such holder on a pollhas one vote for every share of the class held by him.

 

23.                                 **PREFERENCE SHA****RES**

 

23.1                           **Rightsattaching to preference shares**

 

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

 

(b)              Preference shares may be issued in one ormore separate series and each series will be identified in the mannerdetermined by the Board.

 

23.2                           **Dividend rights**

 

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

 

(i)                  the rate or amount of dividendspayable on the shares (if any);

 

(ii)               the times or circumstances for paymentof dividends on the shares;

 

(iii)            the periods in respect of which thedividends are payable;

 

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

 

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

 

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

 

(b)              The terms of issue of any preferenceshares may also provide:

 

(i)                  thebasis (if any) upon which the amount of a dividend will be adjusted to takeaccount of, or by reference to, any tax or other fiscal impost, or franking orimputation credits or both; and

 

(ii)               thatto the extent that an amount is paid to a holder of preference shares otherthan by way of dividend paid by the Company, the amount of any dividend thatwould (but for the terms of issue) have been payable to the holder of thepreference shares shall be reduced or extinguished.

 

31

----

 

23.3                           **Priorityas to payment of dividends**

 

Such of thefollowing provisions (in whole or part) as the Board determines prior toallotment shall apply in relation to any particular preference shares:

 

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

 

(i)                  in priority to the payment of anydividends on the ordinary shares;

 

(ii)               equally with dividends on all otherpreference shares expressed to rank equally with them for participation inprofits; and

 

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

 

(b)              Where the holder of a preference sharehas a right to cumulative dividends, on redemption or in a winding up theCompany must pay to the holder an amount equal to all arrears of or accrueddividends (whether declared or not)to the date of redemption or of commencementof the winding up (as the case may be)with the same priority in relation toother shares as determined under rule 23.3(a).

 

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

 

23.4                           **Notices and reports**

 

If requiredunder the Law, 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 ofpreference shares has the right to speak and vote at a meeting of members ofthe Company in each of the following circumstances and in no others:

 

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

 

(b)              on a proposal to reduce the Company’sshare capital;

 

(c)               on a resolution to approve the terms ofa buy-back agreement;

 

(d)              on a proposal that affects rightsattached to the preference share;

 

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

 

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

 

32

----

 

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

 

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

 

23.6                           **Non-cumulativepreference shares**

 

All or any ofthe following provisions in whole or part shall apply in relation to anyparticular non-cumulative preference shares if so determined by the Board priorto issue:

 

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

 

(b)              If, in the opinion of the Board, thedistributable profits of the Company are insufficient to cover the payment infull of dividends on the non-cumulative preference shares on any dividendpayment date, and also the payment in full of all dividends stated to bepayable on that date on any other preference shares expressed to rank equallywith them for participation in profits, then dividends shall be declared by theBoard pro rata for the non-cumulative preference shares and such otherpreference shares to the extent of the available distributable profits (if any)to the intent that the amount of dividend declared per share on each suchnon-cumulative preference share and other preference share will bear to eachother the same ratio as the dividends accrued per share on each suchnon-cumulative preference share and on each other preference share (includingcumulative dividends accrued if any) bear to each other. If it subsequentlyappears that any such dividend should not, in accordance with the provisions ofthis sub-paragraph, have been so paid, then provided the Directors have actedin good faith they shall not incur any liability for any loss which anyshareholder may suffer in consequence of such payment having been made.

 

(c)               If, in the opinion of the Board, thepayment of any dividend on any non-cumulative preference shares would breach orcause a breach of, or the Company is in breach of, the capital adequacyrequirements applicable to the Company and/or any of its subsidiaries under therules applicable to Australian banks then the amount of the dividend shall bereduced or extinguished to the extent the Board considers necessary havingregard to those rules.

 

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

 

(e)               If any day on which dividends arepayable on non-cumulative preference shares is not a day on which banks inMelbourne (or such other city as may be determined by the Board prior to issue)are open for business in Melbourne or such other city

 

33

----

 

(“**Business Day**”), then payment of thedividend payable on such day will be made on the next Business Day.

 

(f)                 Dividends payable on non-cumulativepreference shares shall accrue from and to the dates determined by the Boardprior to issue, and the amount of dividend payable in respect of any periodshorter than a full dividend period will be calculated on the basis of a 365day year (or, if the Board so determines prior to allotment, a 360 day year and30 day months) and the actual number of days elapsed in such period.

 

(g)              If the dividend stated to be payable onthe non-cumulative preference shares on the most recent dividend payment datehas not been declared and paid in full, or if a sum has not been set aside toprovide for such payment in full, no dividends may be declared on any othershare capital of the Company and no sum may be set aside for the paymentthereof, unless, on the date of declaration, an amount equal to the dividendstated to be payable on the non-cumulative preference shares in respect of thethen current dividend period is set aside for the payment in full of suchdividend on the dividend payment date relating to the then current dividendperiod.

 

(h)              If any dividend stated to be payable onthe non-cumulative preference shares on any dividend payment date has not beendeclared and paid in full, or if a sum has not been set aside to provide forsuch payment in full, the Company may not without approval of a specialresolution passed at a separate general meeting of holders of thenon-cumulative preference shares in accordance with rule 22.6 redeem orpurchase or otherwise acquire for any consideration any other share capital ofthe Company and may not set aside any sum nor establish any sinking fund forthe redemption, purchase or other such acquisition, or pay a cash dividend onany share capital over which the non-cumulative preference shares rank inpriority for participation in profits until such time as dividends stated to bepayable on the non-cumulative preference shares in respect of successivedividend periods together aggregating no less than 12 months have been declaredand paid in full.

 

23.7                           **Redeemablepreference shares**

 

(a)               Before issuing any preference shares,the Board must determine whether the shares are to be redeemable ornon-redeemable and, if redeemable, the Board must determine the followingmatters or the manner in which those matters are to be determined:

 

(i)                  whether the shares are to beredeemable at the option of the Company alone or otherwise;

 

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

 

(iii)            the amount payable on redemption;

 

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

 

34

----

 

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

 

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

 

23.8                           **Conversion**

 

If so determinedby the Board prior to issue any series of preference shares shall beconvertible to ordinary shares on such terms as the Board determines prior toallotment.

 

23.9                           **Variation of rights**

 

Except inaccordance with rule 22.6, the Board shall not authorise or create, or increasethe amount of, any shares of any class or any security convertible into sharesof any class ranking for participation in the profits or assets of the Companyin priority to that class of preference shares.

 

23.10                     **Priority in windingup**

 

(a)               The Board shall determine beforeallotment of any preference shares the priority of the preference shares withrespect to repayment of capital and the rights (if any) of the holders toparticipate in any surplus assets on a winding up of the Company.

 

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

 

(i)                  inpriority to any payment to ordinary shareholders;

 

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

 

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

 

but shall not participate in any surplus or other distribution ofprofits or assets of the Company.

 

24.                                 **CERTIFICATES**

 

24.1                           **Uncertificatedsecurities**

 

Unless theListing Rules and SCH business rules allow the Company to issue a certificatefor particular securities, the Company:

 

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

 

(b)              may cancel a certificate for thosesecurities without issuing another certificate.

 

35

----

 

Rules 24.3 and24.4 apply only if there is a current certificate for particular securities.

 

24.2                           **Certificated shares**

 

Unless rule24.1 applies, the Company must issue a certificate of title to shares thatcomplies with the Law and deliver it to the holder of those shares inaccordance with the Law. The Company must not charge any fee to issue acertificate.

 

24.3                           **Multiplecertificates and joint holders**

 

Subject torule 24.1, if a member requests the Company to issue several certificates eachfor a part of the shares registered in the member’s name, the Company must doso. For this purpose, joint holders of shares are a single member. The Companymay issue only 1 certificate that relates to each share registered in the namesof 2 or more joint holders and may deliver the certificate to any of thosejoint holders.

 

24.4                           **Lost and wornout certificates**

 

Subject torule 24.1, the Company must issue a new certificate if a certificate:

 

(a)               is lost or destroyed and the owner ofthe relevant securities applies in accordance with the Law; or

 

(b)              is defaced or worn out and is produced tothe Company.

 

25.                                 **REGISTER**

 

25.1                           **Joint hol****ders**

 

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

 

(a)               delivery of certificates (to which rule24.3 applies);

 

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

 

(c)               power to give directions as to paymentof, or a receipt for, dividends (to which rules 28.8 and 28.9 apply);

 

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

 

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

 

(f)                 transfer.

 

25.2                           **Non-beneficialholders**

 

Subject to theLaw, unless otherwise ordered by a court of competent jurisdiction or requiredby statute, the Company:

 

36

----

 

(a)               may treat the registered holder of anyshare as the absolute owner of it; and

 

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

 

25.3                           **Branch register**

 

The Companymay maintain a branch register of members at a place outside Australia inaccordance with the Law. The Board may make provision for transfer of shares ofthe Company between the register of members and a branch register and betweenbranch registers.

 

26.                                 **PARTLY PAID SHARES**

 

26.1                           **Fixed instalments**

 

If a share isissued on terms that some or all of the issue price is payable by instalments,the registered holder of the share must pay every instalment to the Companywhen due. If, having been given notice of the instalment in accordance withrule 26.4, the registered holder does not pay it when due, rules 26.7 to 26.16apply as if the registered holder had failed to pay a call.

 

26.2                           **Pre-payment of calls**

 

The Board may:

 

(a)               accept pre-payment of some or all of theamount unpaid on a share above the sums actually called as a payment in advanceof calls;

 

(b)              agree to payment by the Company ofinterest at a rate no higher than the Interest Rate on that part of the advancepayment which for the time being exceeds the aggregate amount of the calls thenmade on the shares in respect of which it was paid; and

 

(c)               unless otherwise agreed between themember and the Company, repay the sum or part of the pre-payment of some or allof the amount unpaid on a share above the sums actually called as a payment inadvance of calls.

 

26.3                           **Calls made by Board**

 

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

 

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

 

(b)              make a call payable by instalments; and

 

(c)               revoke or postpone a call before the duedate for payment.

 

37

----

 

26.4                           **Notice of call**

 

The Companymust give a member on whom a call has been made or from whom an instalment isdue, written notice of the call or instalment within the time limits and in theform required by the Listing Rules.

 

26.5                           **Classes of shares**

 

The Board mayissue shares on terms as to the amount of calls to be paid and the time forpayment of those calls which are different as between the holders of thoseshares. The Board may make different calls on different classes of shares.

 

26.6                           **Obligation to paycalls**

 

Subject to theLaw, a member subject to a call must pay the amount of the call to the payeenamed in the notice of call no later than the time specified in the notice.Joint holders of a share are jointly and severally liable for calls.

 

26.7                           **Called Amounts**

 

If a call isnot paid 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 the call atthe Interest Rate from that day until payment is made; and

 

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

 

26.8                           **Proof of call**

 

If on thehearing of an action for recovery of a Called Amount, proof of the followingmatters is conclusive proof of the debt:

 

(a)               the minute books of the Company recordthe Board’s resolution making the call; and

 

(b)              notice of the call was given under rules26.4 and 36.1; and

 

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

 

26.9                           **Forfeiture notice**

 

At any timeuntil a Called Amount is paid, the Board may give the relevant member a noticewhich:

 

(a)               requires the member to pay the CalledAmount;

 

(b)              states the Called Amount at the date ofthe notice;

 

38

----

 

(c)               specifies how to calculate the CalledAmount when payment is made;

 

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

 

(e)               states that if payment is not made atthat place on or before that date, the share to which the call relates isliable to be forfeited.

 

26.10                     **Forfeiture**

 

If therequirements of a notice given under rule 26.9 are not satisfied, the Board mayforfeit the share in respect of which that notice was given (and all dividends,interest and other money payable in respect of that share and not actually paidbefore the forfeiture) by resolution passed before the Called Amount is paid.

 

26.11                     **Disposaland re-issue of forfeited shares**

 

A shareforfeited under rule 26.10 immediately becomes the property of the Company.Subject to the Listing Rules, the Board, on behalf of the Company, may:

 

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

 

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

 

26.12                     **Notice of forfeiture**

 

The Companymust promptly:

 

(a)               give notice of the forfeiture of a shareto the member who held the share immediately before the resolution forforfeiture was passed; and

 

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

 

A writtendeclaration that a share was forfeited on a specified date and notice offorfeiture was given in accordance with this document signed by a Director orSecretary is, in the absence of proof to the contrary, evidence of those factsand of the Company’s right to dispose of the share.

 

26.13                     **Cancellation, exemption or waiverof forfeiture**

 

Subject to theLaw and the Listing Rules, the Board may:

 

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

 

(b)              exempt a share from any part of this rule26; or

 

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

 

39

----

 

26.14                     **Effect of forfeiture**

 

A person whoheld a share which has been forfeited under rule 26.10 ceases to be a member inrespect of that share but remains liable to pay the Called Amount until it ispaid in full. The Board may elect not to enforce payment of an amount due tothe Company under this rule.

 

26.15                     **Application of pro****ceeds**

 

The Companymust:

 

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

 

(b)              subject to the terms of issue of theshare, pay any surplus to the person who held the share immediately beforeforfeiture.

 

26.16                     **Title of new holder**

 

The title ofthe new holder of a forfeited share is not affected by any irregularity in theforfeiture or the re-issue, sale or disposal. The sole remedy of any personpreviously interested in the share is damages which may be recovered only fromthe Company. The new holder is not liable for the Called Amount.

 

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 the mortgageor charge is granted; or

 

(b)              a trustee or agent for that person,

 

on the terms(including power to further delegate) and subject to any restrictions the Boarddecides. If the Board does so, a call made in accordance with the delegation istreated as made by the Board.

 

27.                                 **COMPANY LIENS**

 

27.1                           **Existence of liens**

 

Unless theterms of issue provide otherwise, the Company has a first and paramount lien oneach share for:

 

(a)               all money called or payable at a fixedtime in respect of that share (including money payable under rule 26.7) that isdue but unpaid; and

 

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

 

40

----

 

The lienextends to all dividends payable in respect of the share and to proceeds ofsale of the share.

 

27.2                           **Sale under lien**

 

If:

 

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

 

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

 

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

 

(i)                  requiring payment of the amount whichis due and payable and secured by the lien;

 

(ii)               stating the amount due and payable atthe date of the notice;

 

(iii)            specifying how to calculate the amount duewhen payment is made; and

 

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

 

(d)              the requirements of the notice givenunder paragraph (c) are not fulfilled,

 

the Company may sell the share as if it had been forfeited under rule26.10. Rules 26.11, 26.15 and 26.16 apply, to the extent practical and modifiedas necessary, as if the Called Amount in respect of that share were theaggregate of the amount referred to in paragraph (b) and the costs and expensesincurred by the Company because that amount was not paid when due.

 

27.3                           **Protection of lien**

 

The Companymay do anything necessary or desirable under the SCH business rules to protecta lien or other interest in shares to which it is entitled by law or under thisdocument.

 

27.4                           **Indemnityfor payments required to be made by the Company**

 

If the law ofany jurisdiction imposes or purports to impose any immediate, future orpossible liability on the Company, or empowers or purports to empower anyperson to require the Company to make any payment, on account of a member orreferable to a share held by that member (whether alone or jointly) or adividend or other amount payable in respect of a share held by that member, theCompany:

 

(a)               is fully indemnified by that member fromthat liability;

 

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

 

41

----

 

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

 

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

 

27.5                           **Exemption and waiver**

 

Subject to theLaw and the Listing Rules, the Board may:

 

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

 

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

 

28.                                 **DIVIDENDS**

 

28.1                           **Accumulation ofreserves**

 

Before payingany dividend to members, the Board may:

 

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

 

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

 

(c)               do both.

 

28.2                           **Dividendsmust be paid out of profits**

 

(a)               The Company must not pay a dividendexcept out of profits of the Company (including profits previously set aside asa reserve). The Company does not incur a debt merely by fixing the amount ortime for payment of a dividend. A debt arises only when the time fixed forpayment arrives. The decision to pay a dividend may be revoked by the Board atany time before then. 

 

(b)              A resolution of the Board as to theamount of the Company’s profits and the amount of them available for dividendis conclusive.

 

28.3                           **Payment of dividends**

 

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

 

28.4                           **Amount of dividend**

 

Subject to theterms of issue of shares, the Law and the Listing Rules:

 

42

----

 

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

 

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

 

28.5                           **Prepayments, payments during dividend period and credits withoutpayment**

 

For thepurposes of rule 28.4:

 

(a)               an amount paid in advance of calls isnot taken into account as part of the amount for the time being paid on ashare;

 

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

 

(c)               an amount credited on a partly paidshare without payment in money or money’s worth being made to the Company isnot taken into account as a part of the amount for the time being paid on ashare.

 

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 theBoard satisfies a dividend by distribution of assets, the Board may:

 

(a)               fix the value of any asset distributed;

 

(b)              make cash payments to members on thebasis of the value fixed so as to adjust the rights of members betweenthemselves; and

 

(c)               vest an asset in trustees.

 

28.7                           **Source of dividends**

 

Subject to theListing Rules, 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 Companymay pay any cash dividend, interest or other money payable in respect of sharesby cheque sent, and may distribute assets by sending the certificates or otherevidence of title to them, through the post directed to:

 

43

----

 

(a)               the address of the member (or in thecase of a jointly held share, the address of the joint holder named first inthe Register); or

 

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

 

or by anyother method of payment or distribution the Board decides, including by directcredit.

 

28.9                           **Joint holders’receipt**

 

Any 1 of thejoint holders of a share may give an effective receipt for any dividend,interest or other money payable in relation to that share.

 

28.10                     **Retentionof dividends by Company**

 

The Companymay retain the dividend payable on a share:

 

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

 

(b)              on which the Company has a lien, tosatisfy the liabilities in respect of which the lien exists; and

 

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

 

28.11                     **No interest ondividends**

 

No member may claim, and the Company must not pay, interest on adividend (either in money or kind).

 

29.                                 **SHARE PLANS**

 

29.1                           **Implementingshare plans**

 

Withoutlimiting the Board’s powers under rule 22.1, the Company in general meeting mayby ordinary resolution authorise the Board to implement 1 or more of:

 

(a)               a re-investment plan under which anydividend or other cash payment in respect of a share or convertible securitymay, at the election of the person entitled to it, be:

 

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

 

(ii)               treated as having been paid to theperson entitled and simultaneously re-paid by that person to the Company to beheld by it and applied in accordance with the plan;

 

44

----

 

(b)              any other plan under which members orsecurity holders may elect that dividends or other cash payments in respect ofshares be satisfied:

 

(i)                  by the issue of shares or othersecurities of the Company or any other body corporate or trust in place ofdividends or other cash payments; or

 

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

 

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

 

(c)               a plan under which shares or othersecurities of the Company or any other body corporate may be issued orotherwise provided for the benefit of employees or Directors of the Company orany of its related bodies corporate.

 

29.2                           **Boardobligations and discretions**

 

The Board:

 

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

 

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

 

(i)                  vary the rules governing; or

 

(ii)               suspend or terminate its operation.

 

30.                                 **TRANSFER OF SHARES**

 

30.1                           **Modes of transfer**

 

Subject tothis document, a member may transfer a share by:

 

(a)               a Market Transfer; or

 

(b)              a written document which:

 

(i)                  shows the jurisdiction ofregistration of the Company;

 

(ii)               relates only to shares of 1 class; and

 

(iii)            is a sufficient instrument of transfer ofmarketable securities under the Law or in any other form approved by the Boardor ASX.

 

The Companymust not charge any fee on transfer of a share.

 

45

----

 

30.2                           **Market obligations**

 

The Company:

 

(a)               may do anything permitted by the Law,the Listing Rules and the SCH business rules that the Board thinks necessary ordesirable in connection with the Company taking part in a computerised or electronicsystem established or recognised by the Law, the Listing Rules, or the SCHbusiness rules for the purpose of facilitating dealings in shares; and

 

(b)              must comply with obligations imposed onit by the Listing Rules or the SCH business rules in relation to transfers ofshares.

 

30.3                           **Transfer bywritten document**

 

A document oftransfer under rule 30.1(b) must be:

 

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

 

(b)              accompanied by the certificate (if any)for the shares to be transferred or evidence satisfactory to the Board of itsloss or destruction; and

 

(c)               marked with payment of any stamp dutypayable.

 

Property inand title to a document of transfer that is delivered to the Company (but notthe shares to which it relates)passes to the Company on delivery.

 

30.4                           **Restrictedsecurities**

 

If anysecurities of the Company are classified as restricted securities under theListing Rules:

 

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

 

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

 

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

 

except aspermitted by the Listing Rules or ASX; and

 

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

 

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

 

(ii)               to receive any dividend or otherdistribution.

 

46

----

 

In this rule30.4, “dispose” (and other grammatical forms of it) has the meaning given bythe Listing Rules.

 

30.5                           **Refusal toregister transfer**

 

The Board:

 

(a)               may refuse to register a transfer ofshares only if that refusal would not contravene the Listing Rules or the SCHbusiness rules;

 

(b)              subject to the Law, must not register atransfer to a subsidiary of the Company;

 

(c)               must not register a transfer if the Law,the Listing Rules or the SCH business rules forbid registration; and

 

(d)              without limiting paragraph (a), subject tothe Law, the Listing Rules and the SCH business rules, may refuse to register atransfer of shares where the registration of the transfer would create a newholding of an Non- marketable Parcel. 

 

If the Boardrefuses to register a transfer, the Company must give the lodging party noticeof the refusal and the reasons for it within 5 business days after the date onwhich the transfer was delivered to it.

 

30.6                           **Transferorremains holder until transfer registered**

 

The transferorof a share remains the holder of it until:

 

(a)               if the transfer is a Market Transfer,the time the SCH business rules provide that the transfer takes effect; and

 

(b)              otherwise, the transfer is registered andthe name of the transferee is entered in the Register.

 

30.7                           **Powers of attor****ney**

 

The Companymay assume, as against a member, that a power of attorney granted by thatmember that is lodged with or produced or exhibited to the Company remains inforce, and may rely on it, until the Company receives express notice in writingat its registered office of:

 

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

 

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

 

31.                                 **TRANSMISSION OFSHARES**

 

31.1                           **Death of joint holder**

 

The Companymust recognise only the surviving joint holders as being entitled to sharesregistered jointly in the names of a deceased member and others. The estate ofthe deceased joint holder is not released from any liability in respect of theshares.

 

47

----

 

31.2                           **Death of singleholder**

 

The Companymust not recognise anyone except the legal personal representative of thedeceased member as having any title to shares registered in the sole name of adeceased member. If the personal representative gives the Board the documentsdescribed in the provisions of the Law dealing with instruments of transferexecuted by a personal representative from another jurisdiction or evidence ofgrants of probate or other information that satisfies the Board of therepresentative’s entitlement to be registered as holder of the shares:

 

(a)               subject to rules 30.5 and 31.4 theCompany must register the personal representative as the holder of the sharesas 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 as the holderof the shares, the personal representative:

 

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

 

(ii)               has the same rights as the deceasedmember.

 

31.3                           **Transmissionof shares 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 31.4 theCompany 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 as the holderof the shares, that person:

 

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

 

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

 

If theprovisions of the Law dealing with rights of trustees of estates of bankruptsapplies, this rule is supplemental to it.

 

31.4                           **Refusal toregister holder**

 

The Companyhas the same right to refuse to register a personal representative or personentitled to shares on the insolvency or mental incapacity of a member as itwould have if that person were the transferee named in a transfer signed by aliving, solvent, competent member.

 

48

----

 

32.                                 **NON-MARKETABLEPARCELS**

 

32.1                           **Board power of sale**

 

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

 

(b)              The Board’s power to sell lapses if atakeover (as defined in the Listing Rules) is announced after the Board gives anotice under rule 32.2 and before the Board enters into an agreement to sellthe share.

 

32.2                           **Sale with notice**

 

(a)               **Noticeof proposed sale**

 

Once in any 12month period or any other period permitted under the Listing Rules, the Boardmay give written notice to a member who holds a Non-marketable Parcel:

 

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

 

(ii)               specifying a date at least 6 weeks (orany lesser period permitted under the Law or the Listing Rules) after thenotice is given by which the member may give the Company written notice thatthe member wishes to retain the holding.

 

If the Board’spower to sell lapses under rule 32.1, any notice given by the Board under thisrule is taken never to have been given and the Board may give a new noticeafter the close of the offers made under the takeover.

 

(b)              **No salewhere member gives notice**

 

The Board mustnot sell a Non-marketable Parcel if, in response to a notice given under thisrule 32.2, the Company receives a written notice that the member wants to keepthe Non- marketable Parcel.

 

(c)               **Jointholders**

 

If requiredunder the Law or the Listing Rules, if a Non-marketable Parcel is held jointly,the Board must give notice under rule 32.2 to each of the joint holders.

 

32.3                           **Divestmentwithout notice**

 

Subject to theLaw and the Listing Rules, the Board may sell a share that is part of aNon-marketable Parcel without giving notice to the holder of the share or anyother person if the Non-marketable Parcel was created by a transfer of sharesafter 20 December 1999.

 

32.4                           **Terms of sale**

 

A sale ofshares under this rule includes all dividends payable on and other rightsattaching

 

49

----

 

to them. TheCompany must pay the costs of the sale if required by the Listing Rules to doso. Otherwise, the Board may decide the manner, time and terms of sale.

 

32.5                           **Share transfers**

 

For thepurpose of giving effect to this rule, each Director and Secretary has powerto:

 

(a)               effect a Market Transfer; or

 

(b)              execute a share transfer under rule 30.3,

 

as agent for a member who holds a Non-marketable Parcel.

 

32.6                           **Application ofproceeds**

 

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

 

(i)                  deduct any Called Amount in respectof the shares sold under this rule from the proceeds of sale and pay thebalance into a separate bank account it opens and maintains for the purposeonly;

 

(ii)               hold that balance in trust for theprevious holder of the shares (the “**DivestedMember**”);

 

(iii)            as soon as practical give written notice tothe Divested Member stating:

 

(A)          what the balance is; and

 

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

 

(iv)           if the shares sold were certificated, notpay the proceeds of sale out of the trust account until it has received thecertificate for them or evidence of its loss or destruction; and

 

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

 

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

 

(i)                  deduct any Called Amount in respectof the shares sold under this rule and (where permitted by the Listing Rulesand the Board so decides) the costs of sale from the aggregate of the proceedsof sale and any dividends retained under rule 28.10(c); and

 

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

 

50

----

 

32.7                           **Protections fortransferee**

 

The title ofthe new holder of a share sold under this rule is not affected by anyirregularity in the sale. The sole remedy of any person previously interestedin the share is damages which may be recovered only from the Company.

 

32.8                           **Rights to votesuspended**

 

The Board mayresolve that the holders of Non- marketable Parcels created by transfers ofshares after 20 December 1999 have no right to vote, and that resolution haseffect accordingly.

 

33.                                 **ALTERATION OFSHARE CAPITAL**

 

33.1                           **Capitalisationof profits**

 

The Companymay capitalise profits, reserves or other amounts available for distribution tomembers. Subject to the terms of issue of shares and rule 33.4, members areentitled to participate in a capital distribution in the same proportions inwhich they are entitled to participate in dividends.

 

33.2                           **Adjustmentof capitalised 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 specific assets;

 

(b)              make cash payments to members on thebasis of the value fixed for assets or in place of fractional entitlementswhich are disregarded so as to adjust the rights of members between themselves;

 

(c)               disregard fractional entitlements; and

 

(d)              vest cash or specific assets in trustees.

 

33.3                           **Conversion of shares**

 

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

 

(a)               shares into a larger or smaller numberof shares;

 

(b)              an ordinary share into a preferenceshare; and

 

(c)               a preference share into an ordinaryshare,

 

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

 

51

----

 

does not limitany other way in which the Company can convert or alter share capital inaccordance with the Law and the Listing Rules.

 

33.4                           **Adjustments onconversion**

 

The Board maydo anything 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 or disregardfractional entitlements so as to adjust the rights of members betweenthemselves; or

 

(b)              vest fractional entitlements in atrustee, to be dealt with as determined by the Board; or

 

(c)               round up fractional entitlements to thenearest whole share by capitalising an amount under rule 33.1 even though notall members participate in the capitalisation.

 

33.5                           **Reduction of capital**

 

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

 

(a)               by reduction of capital in accordancewith the Law; or

 

(b)              by buying back shares in accordance withthe Law; or

 

(c)               in any other way for the time beingpermitted by the Law.

 

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 to members(including repayments of capital and distributions of capitalised amounts); or

 

(c)               remuneration of Directors or otherofficers, 

 

in thecurrency of a country other than Australia.

 

34.2                           **Conversionto Australian 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

 

52

----

 

financialinstitution approved by the Board as the time and rate that apply for thatpurpose.

 

34.3                           **Preference shares**

 

Nothing inthis rule 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                           **Distributionof assets generally**

 

If the Companyis wound up, the liquidator may, with the sanction of a special resolution:

 

(a)               divide the assets of the Company amongthe members in kind and for that purpose fix the value of assets and decide howthe division is to be carried out as between the members and different classesof members; and

 

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

 

35.3                           **Nodistribution of 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                           **Distributionnot in accordance with legal rights**

 

If theliquidator decides on a division or vesting of assets of the Company under rule35.2 which does not accord with the legal rights of the contributories, anycontributory who would be prejudiced by it may dissent and has ancillary rightsas if that decision were a special resolution passed under the Law.

 

36.                                 **NOTICES**

 

36.1                           **Notices by Company**

 

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

 

(a)               in writing signed on behalf of theCompany (by original or printed signature);

 

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

 

(c)               either:

 

53

----

 

(i)                  delivered personally;

 

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

 

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

 

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

 

This rule doesnot limit the manner in which a notice may be given by the Company.

 

36.2                           **Overseas members**

 

A member whoseregistered address is not in Australia may notify the Company in writing of anaddress in Australia to which notices may be sent.

 

36.3                           **When notice is given**

 

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

 

(a)               if it is delivered personally or sent byfax or electronic message:

 

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

 

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

 

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

 

A certificatein writing signed by a Director or Secretary of the Company stating that anotice was sent is conclusive evidence of service.

 

36.4                           **Notice to joint****holders**

 

Notice tojoint holders of shares must be given to the joint member named first in theRegister. Every person who becomes entitled to a share is bound by every noticein respect of that share that was properly given to a person registered as theholder the share before the transfer or transmission of the share was enteredin the Register.

 

36.5                           **Counting days**

 

Subject to theLaw and the Listing Rules, if a specified period must pass after a notice isgiven before an action may be taken, the day on which the notice is given isexcluded and the day on which the action is to be taken is included inreckoning the period.

 

54

----

 

36.6                           **Notices to “lost”members**

 

If:

 

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

 

(b)              the Board believes on other reasonablegrounds that a member is not at the address shown in the Register or notifiedto the Company under rule 36.2,

 

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

 

This ruleceases to apply if the member gives the Company notice of a new address.

 

37.                                 **UNCLAIMED MONEY**

 

The Companymust deal 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

 

55

----