Exhibit 1.1
 Constitution   of   Sims Metal Management Limited
ACN 114 838 630
 Baker & Mc.Kenzie
Solicitors
Level 26 AMP Centre
50 Bridge Street
SYDNEY NSW 2000
Tel (02) 9225-0200
Fax (02) 9225-1595
297699-v1\SYDDMS\LM91229614-v1\SYDDMS\AUSBSC
    
    (GRAPHICS)




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##### 



Contents
 Clausenumber
    
    Heading
    
    Page1.
    
    Preliminary
    
    
    11.1
    
    Definitions
    
    
    11.2
    
    Corporations Act 2001and Listing Rules definitions
    
    
    31.3
    
    Interpretation
    
    
    31.4
    
    Replaceable rules not to apply
    
    
    31.5
    
    Constitution subject to the Act
    
    
    41.6
    
    Listing Rules and Settlement Rules only to have effect if Company is listed
    
    
    41.7
    
    Constitution subject to Listing Rules if Company is listed
    
    
    41.8
    
    Limited liability of members
    
    
    42.
    
    Share Capital
    
    
    42.1
    
    Allotment and issue of Shares under control of Directors
    
    
    42.2
    
    Company may issue preference Shares
    
    
    52.3
    
    Rights of holders of preference Shares
    
    
    52.4
    
    Deferred Shares
    
    
    52.5
    
    Non-voting Ordinary Shares
    
    
    62.6
    
    Brokerage or commission
    
    
    62.7
    
    Joint Holders
    
    
    62.8
    
    More than 3 persons registered
    
    
    72.9
    
    Recognition of trusts or other interests
    
    
    73.
    
    Certificates
    
    
    73.1
    
    Certificated holdings
    
    
    73.2
    
    Issue of certificates
    
    
    73.3
    
    Entitlement of Member to certificate
    
    
    73.4
    
    Certificate for joint holders
    
    
    73.5
    
    Cancellation of certificate on transfer
    
    
    73.6
    
    Replacement of certificates
    
    
    84.
    
    CHESS
    
    
    84.1
    
    Participation in CHESS
    
    
    84.2
    
    Compliance with Settlement Rules
    
    
    84.3
    
    Registers
    
    
    84.4
    
    No interference with transfer of quoted securities
    
    
    95.
    
    Lien
    
    
    95.1
    
    Lien
    
    
    95.2
    
    Extent of lien
    
    
    95.3
    
    Exemption from lien
    
    
    95.4
    
    Sale under lien
    
    
    95.5
    
    Proceeds of sale of Shares sold under lien
    
    
    105.6
    
    Transfer on sale under lien
    
    
    105.7
    
    Company may forfeit instead
    
    
    10




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##### 



Clausenumber
    
    Heading
    
    Page6.
    
    Calls
    
    
    106.1
    
    Directors may make calls
    
    
    106.2
    
    Notice of calls
    
    
    106.3
    
    Difference in terms of issue as to calls
    
    
    116.4
    
    Fixed payments deemed calls
    
    
    116.5
    
    Interest on sums not paid
    
    
    116.6
    
    Payment of calls
    
    
    116.7
    
    Proof of calls
    
    
    116.8
    
    Prepayment of calls
    
    
    117.
    
    Forfeiture of Shares
    
    
    127.1
    
    Forfeiture on non-payment of calls
    
    
    127.2
    
    Evidence of forfeiture
    
    
    127.3
    
    Effect of forfeiture
    
    
    127.4
    
    Sale of forfeited Share
    
    
    127.5
    
    Proceeds of sale
    
    
    137.6
    
    Redemption of forfeited Shares
    
    
    137.7
    
    Surrender of Shares
    
    
    138.
    
    Transfer of Shares
    
    
    138.1
    
    Transfer document
    
    
    138.2
    
    Registration procedure
    
    
    138.3
    
    Registration of transfer
    
    
    138.4
    
    Restrictions on transfer
    
    
    148.5
    
    Notice of refusal to register
    
    
    148.6
    
    Transfer not complete until name entered in the Register
    
    
    149.
    
    Transmission of Shares
    
    
    149.1
    
    Death of a Member
    
    
    149.2
    
    Transmission on death or bankruptcy
    
    
    159.3
    
    Election as to registration on transmission
    
    
    1510.
    
    Alteration of capital
    
    
    1510.1
    
    Companys power to alter capital
    
    
    1510.2
    
    Dealing with fractions
    
    
    1510.3
    
    Reduction of capital
    
    
    1610.4
    
    Power to buy back Shares
    
    
    1611.
    
    Variation or cancellation of rights
    
    
    1611.1
    
    Variation or cancellation of rights of class of Shares
    
    
    1611.2
    
    No consent or sanction required for redemption
    
    
    1611.3
    
    No variation by issue of further Shares ranking equally
    
    
    1612.
    
    Restricted Securities
    
    
    1613.
    
    Proportional takeover bids
    
    
    1713.1
    
    Definitions
    
    
    1713.2
    
    Prohibition on registration of transfer unless takeover scheme approved
    
    
    1713.3
    
    Approving resolution
    
    
    1713.4
    
    Entitlement to vote on approving resolution
    
    
    17




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##### 



Clausenumber
    
    Heading
    
    Page13.5
    
    Bidder and associates not entitled to vote
    
    
    1713.6
    
    Approving resolution passed
    
    
    1713.7
    
    General meeting provisions to apply
    
    
    1713.8
    
    Meeting to be held before approving resolution deadline
    
    
    1813.9
    
    Notice as to whether approving resolution is passed
    
    
    1813.10
    
    Approving resolution deemed to have been passed
    
    
    1813.11
    
    Effect of this clause
    
    
    1814.
    
    Unmarketable parcels
    
    
    1814.1
    
    Definitions
    
    
    1814.2
    
    Notice to Unmarketable Parcel Holder
    
    
    1814.3
    
    Revocation or withdrawal of notice
    
    
    1914.4
    
    Sale of Unmarketable Parcels
    
    
    1914.5
    
    Company to pay all costs
    
    
    1914.6
    
    Title of purchaser of Unmarketable Parcel
    
    
    1914.7
    
    Remedy of Unmarketable Parcel Holder
    
    
    1914.8
    
    Evidence of sale in accordance with this clause
    
    
    1914.9
    
    Receipt of proceeds of sale
    
    
    1914.10
    
    Company to deal with proceeds of sale
    
    
    2014.11
    
    Overriding effect of this clause
    
    
    2014.12
    
    Clause ceases to have effect following announcement of takeover bid
    
    
    2014.13
    
    Clause may be invoked only once in any 12 Month period
    
    
    2015.
    
    General meetings
    
    
    2015.1
    
    Annual general meetings
    
    
    2015.2
    
    General meetings
    
    
    2115.3
    
    Members may requisition meeting
    
    
    2115.4
    
    Notice of general meeting
    
    
    2115.5
    
    Contents of notice of general meeting
    
    
    2115.6
    
    Omission to give notice
    
    
    2215.7
    
    Changes to general meeting
    
    
    2216.
    
    Proceedings at general meeting
    
    
    2216.1
    
    Member deemed to be present
    
    
    2216.2
    
    Attorney of Member
    
    
    2216.3
    
    Representative of body corporate
    
    
    2216.4
    
    Quorum for general meeting
    
    
    2216.5
    
    No quorum
    
    
    2216.6
    
    Chairperson of general meeting
    
    
    2316.7
    
    Powers of chairperson
    
    
    2316.8
    
    Adjournment of general meeting
    
    
    2316.9
    
    Notice of adjourned meeting
    
    
    2316.10
    
    Director entitled to attend and speak
    
    
    2317.
    
    Voting
    
    
    2417.1
    
    Resolution determined by majority
    
    
    2417.2
    
    Casting vote of chairperson
    
    
    2417.3
    
    Method of voting
    
    
    2417.4
    
    Demand for poll
    
    
    2417.5
    
    Conducting a poll
    
    
    24




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Clausenumber
    
    Heading
    
    Page17.6
    
    Votes
    
    
    2417.7
    
    Votes by proxy
    
    
    2517.8
    
    Voting if call unpaid on Shares
    
    
    2517.9
    
    Voting by joint holders
    
    
    2517.10
    
    Voting by transmittee
    
    
    2617.11
    
    Voting by Member of unsound mind
    
    
    2617.12
    
    Voting exclusions
    
    
    2617.13
    
    Ruling on entitlements and votes
    
    
    2618.
    
    Proxies
    
    
    2718.1
    
    Instrument appointing proxy
    
    
    2718.2
    
    Deposit of proxy with Company
    
    
    2718.3
    
    Validity of vote given in accordance with proxy
    
    
    2718.4
    
    Form of proxy
    
    
    2719.
    
    Directors
    
    
    2819.1
    
    Number of Directors
    
    
    2819.2
    
    No Share qualification
    
    
    2819.3
    
    Election of Directors by Company
    
    
    2819.4
    
    Directors may fill casual vacancies or appoint additional Directors
    
    
    2819.5
    
    Eligibility for election as a Director
    
    
    2819.6
    
    [Deleted]
    
    
    2819.6A
    
    Nominations by Mitsui Group
    
    
    2819.7
    
    Alternate Director
    
    
    3019.8
    
    Auditor cannot be Director
    
    
    3120.
    
    Directors tenure of office
    
    
    3120.1
    
    Directors tenure of office
    
    
    3120.2
    
    Retirement by rotation
    
    
    3120.3
    
    Retiring Director eligible for re-election
    
    
    3220.4
    
    Removal of Director by the Company
    
    
    3220.5
    
    Vacation of office
    
    
    3221.
    
    Directors remuneration
    
    
    3221.1
    
    Remuneration for non-executive Directors
    
    
    3221.2
    
    Additional remuneration for extra services
    
    
    3321.3
    
    Remuneration to be in accordance with Listing Rules
    
    
    3321.4
    
    Expenses of Directors
    
    
    3322.
    
    Directors contracts
    
    
    3322.1
    
    Directors not disqualified from holding office or contracting with Company
    
    
    3322.2
    
    Director can act in professional capacity
    
    
    3422.3
    
    Director not to vote on contract in which the Director has a material personal interest
    
    
    3422.4
    
    Directors to declare interest
    
    
    3422.5
    
    Directors to declare potential conflicts
    
    
    3422.6
    
    Secretary to record declarations of Directors
    
    
    3423.
    
    Powers of Directors
    
    
    3523.1
    
    Powers of Directors
    
    
    35




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Clausenumber
    
    Heading
    
    Page23.2
    
    Powers to borrow or raise money
    
    
    3523.3
    
    Directors may vote shares in other corporations
    
    
    3523.4
    
    Agent or attorney
    
    
    3523.5
    
    Sub-delegation of powers
    
    
    3524.
    
    Executive directors
    
    
    3624.1
    
    Managing director
    
    
    3624.2
    
    Directors may confer powers on executive directors
    
    
    3624.3
    
    Remuneration of executive directors
    
    
    3625.
    
    Proceedings of Directors
    
    
    3625.1
    
    Board meetings
    
    
    3625.2
    
    Director to be regarded as present at meeting
    
    
    3625.3
    
    Place of meeting
    
    
    3625.4
    
    Convening of Directors meeting
    
    
    3725.5
    
    Notice of meeting
    
    
    3725.6
    
    Directors may act notwithstanding vacancy
    
    
    3725.7
    
    Quorum for Board meetings
    
    
    3725.8
    
    Meeting competent to exercise all powers
    
    
    3725.9
    
    Chairperson of Board meetings
    
    
    3725.10
    
    Documents tabled at meeting
    
    
    3725.11
    
    Questions to be decided by majority
    
    
    3725.12
    
    Resolution in writing
    
    
    3725.13
    
    Resolution passed deemed to be determination of Board
    
    
    3825.14
    
    Committee powers and meetings
    
    
    3825.15
    
    Validity of acts of Directors
    
    
    3826.
    
    Secretary
    
    
    3827.
    
    Minutes and registers to be kept
    
    
    3827.1
    
    Minutes
    
    
    3827.2
    
    Minutes to be signed by chairperson
    
    
    3927.3
    
    Registers
    
    
    3928.
    
    Reserves
    
    
    3928.1
    
    Reserves
    
    
    3928.2
    
    Carry forward of profits
    
    
    3928.3
    
    Revaluation of assets
    
    
    3929.
    
    Dividends and Distributions
    
    
    3929.1
    
    Power to determine and declare dividends vested in Directors
    
    
    3929.2
    
    Apportionment of dividends
    
    
    4029.3
    
    Circumstances in which a dividend may be paid
    
    
    4029.4
    
    Dividend payable by distribution of assets
    
    
    4029.5
    
    Distribution of securities
    
    
    4029.6
    
    Dividends may be payable in foreign currency
    
    
    4029.7
    
    No interest payable on dividends
    
    
    4129.8
    
    Directors may retain certain dividends
    
    
    4129.9
    
    Directors may deduct from dividends money payable to Company
    
    
    4129.10
    
    Payment of dividends
    
    
    4129.11
    
    Unclaimed dividends
    
    
    41




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Clausenumber
    
    Heading
    
    Page29.12
    
    Dividend Reinvestment Plans
    
    
    4129.13
    
    Amendment of Dividend Reinvestment Plans
    
    
    4130.
    
    Capitalising profits
    
    
    4230.1
    
    Capitalising profits
    
    
    4230.2
    
    Directors powers in relation to capitalisation of profits
    
    
    4231.
    
    Financial statements
    
    
    4231.1
    
    Financial records
    
    
    4231.2
    
    Financial statements to be audited
    
    
    4231.3
    
    Auditor
    
    
    4232.
    
    Inspection of records
    
    
    4233.
    
    Notices
    
    
    4333.1
    
    Service of notices by Company
    
    
    4333.2
    
    Electronic communications
    
    
    4333.3
    
    Notices to joint holders
    
    
    4333.4
    
    Notice deemed to be served
    
    
    4333.5
    
    Service by post
    
    
    4433.6
    
    Notices to Members whose whereabouts unknown
    
    
    4433.7
    
    Notices binding on transferees
    
    
    4433.8
    
    Notice to deceased or bankrupt Members
    
    
    4433.9
    
    Signing notices
    
    
    4433.10
    
    Counting days
    
    
    4434.
    
    Winding up
    
    
    4534.1
    
    Distribution of surplus assets
    
    
    4534.2
    
    Fee or commission paid to liquidator to be approved in general meeting
    
    
    4534.3
    
    Distribution in specie
    
    
    4535.
    
    Indemnity and insurance
    
    
    4535.1
    
    Indemnity
    
    
    4535.2
    
    Insurance
    
    
    47




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Corporations Act 2001
 A Company Limited by Shares
 Constitution
  Sims Metal Management Limited
 ACN 114 838 630
 1. Preliminary
 1.1 Definitions
  Act Corporations Act 2001
 ASIC
 ASX
 ASX Settlement
 Board
 Business day
 CHESS
 CHESS approved securities
 Company
 Constitution
 Directors
 Financial Year
 Home Branch




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Listing Rules
 Member
 Mitsui Associate
 (a)
    
    a director of any company in the Mitsui Group;(b)
    
    a director of an entity that controls any company in the Mitsui Group;(c)
    
    if any company in the Mitsui Group is controlled by an entity that is not a body corporate 
each of the persons making up the controlling entity;(d)
    
    spouses and de facto spouses of any person referred to in paragraphs (a) to (c) inclusive;(e)
    
    the parents or children of any person referred to in paragraphs (a) to (d) inclusive; or(f)
    
    any person who directly or indirectly (including as beneficiary under a trust) holds an
equity or other ownership interest in any company in the Mitsui Group or an entity that
controls any company in the Mitsui Group;
 Mitsui Group
 Mitsui Group Nominee
 Month
 Office
 Official List
 Register
 Related Body Corporate
 Relevant Interest
 Resolution
 Restricted Securities
 Secretary
 Settlement Rules
 Shares
 2




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##### 



Special Resolution
 1.2Corporations Act 2001 and Listing Rules definitions
  1.3 Interpretation
  (a)
    
    a reference to:
 (i)
    
    the singular includes the plural and the other way round;(ii)
    
    a gender includes every gender;(iii)
    
    the Act, any section, regulation or schedule of the Act or any other
legislation is a reference to that law as amended, consolidated, supplemented or
replaced;(iv)
    
    in writingor writtenincludes printing, lithography,
photography and other means of representing or reproducing words in a visible form;(v)
    
    paid upor paidincludes credited as paid up or paid;(vi)
    
    dividendincludes bonus;(vii)
    
    any person includes a reference to any individual, company, body
corporate, association, partnership, firm, joint venture, trust or government
agency;(viii)
    
    a person includes the persons successors and legal personal representatives;(ix)
    
    a body (including an institute, association, authority or government
agency) whether statutory or not:
 (A)
    
    which ceases to exist; or(B)
    
    whose powers are transferred to another body,
  (x)
    
    the word includingor includesmeans including but not limited toor
including without limitation; and
 (b)
    
    headings are for convenience only and must be ignored in interpreting this Constitution.
 1.4 Replaceable rules not to apply
  3




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1.5 Constitution subject to the Act
  1.6 Listing Rules and Settlement Rules only to have effect if Company is listed
  1.7 Constitution subject to Listing Rules if Company is listed
  (a)
    
    Despite anything contained in this Constitution, if the Listing Rules prohibit an act being
done, the act must not be done.(b)
    
    Nothing contained in this Constitution prevents an act being done that the Listing Rules
requires to be done.(c)
    
    If the Listing Rules require an act to be done or not to be done, authority is given for that
act to be done or not to be done (as the case may be).(d)
    
    If the Listing Rules require this Constitution to contain a provision and it does not contain
that provision, this Constitution is deemed to contain that provision.(e)
    
    If the Listing Rules require this Constitution not to contain a provision and it contains
that provision, this Constitution is deemed not to contain that provision.(f)
    
    If any provision of this Constitution is or becomes inconsistent with the Listing Rules, this
Constitution is deemed not to contain that provision to the extent of the inconsistency.
 1.8 Limited liability of members
  2. Share Capital
 2.1 Allotment and issue of Shares under control of Directors
  (a)
    
    may allot, issue or otherwise dispose of Shares to any persons, on any terms and conditions,
at that issue price and at those times as the Directors think fit;(b)
    
    have full power to give any person a call or option over any Shares during any time and for
any consideration as the Directors think fit; and(c)
    
    may issue Shares with any preferential, deferred or special rights, privileges or conditions
or with any restrictions (whether in regard to dividend, voting, return of Share capital or
otherwise) as the Directors determine.
 4




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2.2 Company may issue preference Shares
  2.3 Rights of holders of preference Shares
  (a)
    
    the same rights as holders of ordinary Shares to receive notices, reports and accounts and to
attend general meetings of the Company; and(b)
    
    the right to vote in each of the following circumstances and in no others:
 (i)
    
    during a period when a dividend (or part of a dividend) for the Share is
in arrears;
 (ii)
    
    on a proposal to reduce the Companys share capital;(iii)
    
    on a Resolution to approve the terms of a buy-back agreement;(iv)
    
    on a proposal that affects rights attached to the Share;
 (v)
    
    on a proposal to wind up the Company;(vi)
    
    on a proposal to dispose of the whole of the Companys property, business
and undertaking; and(vii)
    
    during the winding up of the Company.
 2.4 Deferred Shares
  (a)
    
    the same rights as holders of ordinary Shares to receive notices, reports and accounts and to
attend general meetings of the Company;(b)
    
    no right to receive dividends;(c)
    
    no rights to receive or participate in a distribution of surplus assets on a winding up; and(d)
    
    the right to vote in each of the following circumstances and in no others:
 (i)
    
    during a period when a dividend (or part of a dividend) for the Share is
in arrears;
 (ii)
    
    on a proposal to reduce the Companys share capital;(iii)
    
    on a Resolution to approve the terms of a buy-back agreement;(iv)
    
    on a proposal that affects rights attached to the Share;
 (v)
    
    on a proposal to wind up the Company;(vi)
    
    on a proposal to dispose of the whole of the Companys property, business
and undertaking; and(vii)
    
    during the winding up of the Company.
 5




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2.5 Non-voting Ordinary Shares
  (a)
    
    the same rights as holders of ordinary Shares to receive notices, reports and accounts and to
attend general meetings of the Company;(b)
    
    the same rights as holders of ordinary Shares to receive dividends;(c)
    
    the same rights as holders of ordinary Shares to receive or participate in a distribution of
surplus assets on a winding up;(d)
    
    the right to vote in each of the following circumstances and in no others:
 (i)
    
    during a period when a dividend (or part of a dividend) for the Share is
in arrears;
 (ii)
    
    on a proposal to reduce the Companys share capital;(iii)
    
    on a Resolution to approve the terms of a buy-back agreement;
(iv) on a proposal that affects rights attached to the Share;
 (v)
    
    on a proposal to wind up the Company;(vi)
    
    on a proposal to dispose of the whole of the Companys property, business
and undertaking; and(vii)
    
    during the winding up of the Company; and
 (e)
    
    the right, obligation or ability to convert the Non-voting Ordinary Shares into ordinary
Shares in accordance with their terms of issue.
 2.6 Brokerage or commission
  2.7 Joint Holders
  (a)
    
    the joint holders are jointly and severally liable for all payments (including calls and
instalments) made for the Share;
 (b)
    
    if a joint holder dies, the survivor or survivors are the only person or persons recognised
by the Company as having any title to the Share, but the Directors may require evidence of
death;
 6




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##### 



(c)
    
    any 1 joint holder may give a valid receipt for any dividend, bonus or return of capital
payable to the joint holders; and
 (d)
    
    delivery of a notice or a certificate for a Share to any joint holder is sufficient delivery
to all the joint holders.
 2.8 More than 3 persons registered
  2.9 Recognition of trusts or other interests
  (a)
    
    a person as holding a Share on any trust; or
 (b)
    
    any equitable, contingent, future or partial interest in any Share or unit of a Share.
 3. Certificates
 3.1 Certificated holdings
  3.2 Issue of certificates
  3.3 Entitlement of Member to certificate
  3.4 Certificate for joint holders
  3.5 Cancellation of certificate on transfer
 (a)
    
    Subject to this Constitution, on every application to register the transfer of any Shares or
other marketable securities or to register any person as a Member in respect of any Shares
 7




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(b)
    
    The Company must issue a new certificate in similar form specifying the Shares or other
marketable securities transferred or transmitted and deliver it to the transferee or
transmittee within 5 business days after the registrable transfer or transmission notice is
lodged with the Company.
 (c)
    
    If registration is required for some only of the Shares or other marketable securities
specified on the certificate delivered up to the Company, a new certificate specifying the
Shares or other marketable securities remaining untransferred or untransmitted must be
delivered to the transferor.
 3.6 Replacement of certificates
 (a)
    
    The Company must issue a replacement certificate:
 (i)
    
    if the certificate is worn out or defaced, on production of the
certificate to the Company to be replaced and cancelled; or(ii)
    
    if the certificate is lost or destroyed, on the Company being furnished
with:
 (A)
    
    evidence that the certificate has been lost or
destroyed, and has not been disposed of or pledged, as is required by the
Act;(B)
    
    an undertaking to return the certificate, if found,
as required by the Act; and(C)
    
    if the Directors consider it necessary, a bond or
indemnity as the Act authorises the Directors to require.
 (b)
    
    The Company must issue all replacement certificates within 5 business days after receiving
the original certificate or evidence of loss or destruction.
 4. CHESS
 4.1 Participation in CHESS
  4.2 Compliance with Settlement Rules
  4.3 Registers
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4.4 No interference with transfer of quoted securities
  5. Lien
 5.1 Lien
 (a)
    
    The Company has a first and paramount lien on every Share for:
 (i)
    
    unpaid calls and instalments on those Shares;(ii)
    
    any amount owing to the Company for Shares acquired under an employee
incentive scheme; and(iii)
    
    any amount the Company is required by law to pay (and has paid) in
respect of the Share of a Member or deceased Member.
 (b)
    
    A lien extends to reasonable interest at any rates the Directors may determine, and expenses
incurred because the amount is not paid.
 5.2 Extent of lien
  5.3 Exemption from lien
  5.4 Sale under lien
  (a)
    
    an amount in respect of which the lien exists is presently payable (the Sum); and
 (b)
    
    30 days has expired from the Company giving written notice (Notice) to the registered holder
of the Shares, or to the person entitled to the Shares because of the death or bankruptcy of
the registered holder; and
 (c)
    
    the Notice specified:
 (i)
    
    the Sum; and
 (ii)
    
    that payment must be made by a date at least 10 business days after the
date of the Notice; and
 (iii)
    
    a reasonable place and method for payment; and
 (iv)
    
    that if payment were not made as required, the Shares would be sold under
the lien; and
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(d)
    
    the Notice has not been complied with.
 5.5 Proceeds of sale of Shares sold under lien
  (a)
    
    apply the net proceeds of Shares sold under lien (after payment of all costs and expenses
incurred in selling the Shares) (Net Proceeds) in payment of the Sum; and
 (b)
    
    pay the balance of the Net Proceeds to the person registered as the holder of the Shares
immediately before the Shares were sold or as that person directs.
  5.6 Transfer on sale under lien
 (a)
    
    The Company must register the purchaser as holder of the Shares transferred.
 (b)
    
    The purchaser of the Shares transferred is not bound to see that the purchase money is
properly applied as set out in this clause 5.
 (c)
    
    The purchasers title to the Shares is unaffected by any irregularity or invalidity in
connection with the sale or the application of the purchase money.
 5.7 Company may forfeit instead
  6. Calls
 6.1 Directors may make calls
 (a)
    
    The Directors may make calls as they think fit on the Members for all moneys unpaid on Shares
held by those Members which are not moneys made payable by the conditions of allotment at
fixed times.
 (b)
    
    A call is deemed to have been made when the Resolution of the Directors authorising that call
was passed.
 (c)
    
    A call may be made payable by instalments.
 (d)
    
    The Directors may revoke or postpone a call.
 6.2 Notice of calls
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6.3 Difference in terms of issue as to calls
  6.4 Fixed payments deemed calls
  6.5 Interest on sums not paid
  6.6 Payment of calls
  6.7 Proof of calls
  (a)
    
    the name of the Member sued is entered in the Register as the holder or 1 of the holders of
the Shares in respect of which the call was made; and
 (b)
    
    the Resolution making the call was recorded in the minute book; and
 (c)
    
    notice of the call was given to the Member sued in accordance with this Constitution.
 6.8 Prepayment of calls
  (a)
    
    if the Member so requests, make a call on the Member for the amount advanced, pro rata in
respect of all Shares held by that Member on which moneys remain unpaid or on any other basis
as agreed between that Member and the Directors; or
 (b)
    
    authorise payment by the Company of interest on the whole or any part of the amount so
received until the amount becomes due or is repaid at the rate agreed between the Member
paying the sum in advance and the Directors. The Directors may at any time authorise
repayment of the whole or any part of the amount paid in advance on giving the Member 1
Months notice of the date for repayment.
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7. Forfeiture of Shares
 7.1 Forfeiture on non-payment of calls
  7.2 Evidence of forfeiture
  7.3 Effect of forfeiture
  (a)
    
    the person whose Share is forfeited will cease to be a Member in respect of the forfeited
Share;
 (b)
    
    that person will lose all entitlements to dividends declared in respect of the forfeited
Share and not actually paid; and
 (c)
    
    that person remains liable to pay the Company all money which, at the date of forfeiture, was
payable by it to the Company in respect of the forfeited Share together with interest on that
amount from the date of forfeiture until payment at the rate determined by the Directors. The
Directors are under no obligation to enforce payment.
 7.4 Sale of forfeited Share
 (a)
    
    If the Directors determine to sell any forfeited Shares, the Company may dispose of any
forfeited Shares on any terms and in any manner as the Directors determine, and in accordance
with any applicable requirements of the Act and the Listing Rules.
 (b)
    
    The Company may do all things necessary to give effect to the sale of the forfeited Shares,
including authorising a Director or any other person to:
 (i)
    
    execute a transfer of the Shares sold in favour of the purchaser of the
Shares; and
 (ii)
    
    do all acts and things as are necessary or desirable under the Act, the
Listing Rules or Settlement Rules, to effect a transfer and to enable the forfeited
Shares to be disposed of.
 (c)
    
    The Company must register the transferee as holder of the Shares forfeited.
 (d)
    
    The transferee of the forfeited Shares is not bound to see that forfeit money is properly
applied as set out in this clause 7. The transferees title to the Shares is unaffected by
any irregularity or invalidity in connection with the forfeiture, sale or disposal of the
Shares.
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7.5 Proceeds of sale
  (a)
    
    first, the expenses of the sale;
 (b)
    
    secondly, any expenses necessarily incurred in connection with the forfeiture, including any
interest accrued;
 (c)
    
    thirdly, the calls then due and unpaid; and
 (d)
    
    the balance (if any) must be paid to the Member whose Shares have been sold within 5 business
days of the Company receiving the proceeds of sale.
 7.6 Redemption of forfeited Shares
 (a)
    
    A Share belonging to a person which has been forfeited may be redeemed at any time up to, but
not including, the day on which the Share is intended to be sold, by payment to the Company of
all calls due on the Share and any other costs and expenses which may be permitted by the Act
and the Listing Rules, and on payment the person is entitled to the Share as if the forfeiture
had not occurred.
 (b)
    
    The remedy of any person aggrieved by the sale or disposal of its Shares under this clause is
limited to a right of action in damages against the Company to the exclusion of any other
right, remedy or relief against any other person.
 7.7 Surrender of Shares
  8. Transfer of Shares
 8.1 Transfer document
  8.2 Registration procedure
  8.3 Registration of transfer
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8.4 Restrictions on transfer
  (a)
    
    the Company has a lien on the Shares the subject of the transfer;(b)
    
    the Company is served with a court order that restricts a Members capacity to transfer the
Shares;(c)
    
    registration of the transfer may break an Australian law and the ASX has agreed in writing to
the application of a holding lock (which must not breach the Settlement Rules) or that the
Company may refuse to register a transfer;(d)
    
    if the transfer is paper-based, either a law related to stamp duty prohibits the Company from
registering it or the Company is otherwise allowed to refuse to register it under the Listing
Rules;(e)
    
    the transfer does not comply with the terms of any employee incentive scheme of the Company;(f)
    
    if the transfer is paper-based, registration of the transfer will create a new holding which
at the time of the transfer is lodged is less than a marketable parcel as defined in the
Listing Rules;(g)
    
    the relevant Member has agreed in writing to the application of a holding lock (which must
not breach the Settlement Rules) or that the Company may refuse to register a transfer; or(h)
    
    if otherwise permitted under the Listing Rules.
 8.5 Notice of refusal to register
 (a)
    
    If the Company refuses to register a paper-based transfer under clause 8.4, it must tell the
lodging party in writing of the refusal and the reason for it, within 5 business days after
the date on which the transfer was lodged.(b)
    
    If the Company asks ASX Settlement to apply a holding lock under clause 8.4, it must tell the
holder of the Shares in writing of the holding lock and reason for it, within 5 business days
after the date in which it asked for the holding lock.
 8.6 Transfer not complete until name entered in the Register
  9. Transmission of Shares
 9.1 Death of a Member
  (a)
    
    and the Member was a joint holder of any Shares, the surviving joint holder (or holders) is
(or are) the only person (or persons) recognised by the Company as having any title to or
interest in those Shares; and
 14




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(b)
    
    the legal personal representatives of the Member (not being 1 of 2 or more joint holders) are
the only persons recognised by the Company as having any title to or interest in the Shares
registered in its name.
 9.2 Transmission on death or bankruptcy
  9.3 Election as to registration on transmission
  (a)
    
    elects to be registered personally, he or she must deliver or send to the Company a
personally signed written notice stating that election; or(b)
    
    elects to have another person registered, he or she must effect a transfer of the Share in
favour of that person.
  10. Alteration of capital
 10.1 Companys power to alter capital
  (a)
    
    consolidate all or any of its Shares into Shares of a larger amount;(b)
    
    subdivide its Shares or any of them into Shares of a smaller amount, but so that in the
subdivision the proportion between the amount paid and the amount (if any) unpaid on each
subdivided Share is the same as it was for the Share from which the subdivided Share is
derived; or(c)
    
    cancel Shares which have been forfeited, subject to the requirements of the Listing Rules.
 10.2 Dealing with fractions
  (a)
    
    making cash payments;(b)
    
    determining that fractions may be disregarded to adjust the rights of all parties;(c)
    
    appointing a trustee to deal with any fractions on behalf of Members; and(d)
    
    rounding up each fractional entitlement to the nearest whole Share by capitalising any amount
available for capitalisation even though only some of the Members may participate in the
capitalisation.
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10.3 Reduction of capital
  10.4 Power to buy back Shares
  11. Variation or cancellation of rights
 11.1 Variation or cancellation of rights of class of Shares
  (a)
    
    with the written consent of holders of at least 75% of the Shares issued in that class; or(b)
    
    with the approval of a Special Resolution passed at a meeting of holders of the Shares of
that class. The provisions of this Constitution relating to notice of meetings, quorum at a
meeting, the appointment of a chairperson and of proxies, attorneys and representatives, the
depositing and form and validity of proxies and the conduct of general meetings will apply to
any meeting of that class to approve that Resolution.
 11.2 No consent or sanction required for redemption
  11.3 No variation by issue of further Shares ranking equally
  12. Restricted Securities
  (a)
    
    Restricted Securities cannot be disposed of (as the term disposed is defined in the Listing
Rules) during the escrow period for those Restricted Securities, except as permitted by the
Listing Rules or the ASX;(b)
    
    the Company must refuse to acknowledge a disposal (including registering a transfer) of
Restricted Securities during the escrow period for any Restricted Securities except as
permitted by the Listing Rules or the ASX; and
 16




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(c)
    
    during a breach of the Listing Rules relating to Restricted Securities, or a breach of a
restriction agreement, the holder of the Restricted Securities is not entitled to any dividend
or distribution, or voting rights, in respect of the Restricted Securities.
 13. Proportional takeover bids
 13.1 Definitions
  Approving resolution
 Approving resolution deadline
 Associate
 Proportional takeover bid
 13.2 Prohibition on registration of transfer unless takeover scheme approved
  13.3 Approving resolution
  13.4 Entitlement to vote on approving resolution
  13.5 Bidder and associates not entitled to vote
  13.6 Approving resolution passed
  13.7 General meeting provisions to apply
  17




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13.8 Meeting to be held before approving resolution deadline
  13.9 Notice as to whether approving resolution is passed
  (a)
    
    give to the bidder; and(b)
    
    serve on the Home Branch;
  13.10 Approving resolution deemed to have been passed
  13.11 Effect of this clause
  14. Unmarketable parcels
 14.1 Definitions
  Effective Date
 Marketable Parcel
 Unmarketable Parcel
 Unmarketable Parcel Holder
 14.2 Notice to Unmarketable Parcel Holder
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14.3 Revocation or withdrawal of notice
  14.4 Sale of Unmarketable Parcels
  (a)
    
    appoints the Company as its agent to sell all the Shares it holds;(b)
    
    appoints the Company and each Director and Secretary from time to time jointly and severally
as its attorney in its name and on its behalf to effect a transfer document for its Shares and
to otherwise act to effect a transfer of its Shares; and(c)
    
    appoints the Company as its agent to deal with the proceeds of sale of those Shares in
accordance with this clause.
 14.5 Company to pay all costs
  14.6 Title of purchaser of Unmarketable Parcel
  14.7 Remedy of Unmarketable Parcel Holder
  14.8 Evidence of sale in accordance with this clause
  14.9 Receipt of proceeds of sale
  19




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14.10 Company to deal with proceeds of sale
  (a)
    
    pay the proceeds into a separate bank account which it opens and maintains for that purpose;(b)
    
    hold the proceeds in trust for the Unmarketable Parcel Holder;(c)
    
    immediately it receives the proceeds, notify the Unmarketable Parcel Holder in writing of the
receipt and that the proceeds are being held by the Company pending receipt of the share
certificate (if any) for those Shares sold or disposed of or, if those certificates have been
lost or destroyed, a statement and undertaking in accordance with the Act, and seeking
instructions from the Unmarketable Parcel Holder as to how the proceeds are to be dealt with;(d)
    
    deal with the sale proceeds as instructed by the Unmarketable Parcel Holder on whose behalf
they are held if the Member provides the Company with the certificate (if any) for those
Shares or, if that certificate has been lost or destroyed, a statement and undertaking in
accordance with the Act; and(e)
    
    if the whereabouts of the Unmarketable Parcel Holder are unknown or no instructions are
received from the Unmarketable Parcel Holder within 2 years of the proceeds being received by
the Company, deal with those proceeds according to the applicable laws dealing with unclaimed
moneys.
 14.11 Overriding effect of this clause
  14.12 Clause ceases to have effect following announcement of takeover bid
  14.13 Clause may be invoked only once in any 12 Month period
  15. General meetings
 15.1 Annual general meetings
  (a)
    
    receiving and considering the statement of financial performance and statement of financial
position and the reports of the Directors and of the auditors and the statement of the
Directors;(b)
    
    electing Directors;
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(c)
    
    adopting the remuneration report;(d)
    
    appointing the auditor; and(e)
    
    fixing the remuneration of the auditor;
  15.2 General meetings
 (a)
    
    The Directors may convene a general meeting of the Company whenever they think fit.(b)
    
    A Director may call a meeting of the Members.
 15.3 Members may requisition meeting
  15.4 Notice of general meeting
  15.5 Contents of notice of general meeting
  (a)
    
    set out the place, the day and time for the meeting (and, if the meeting is to be held in 2
or more places, the technology that will be used to facilitate this);(b)
    
    subject to clause 15.1, state the general nature of the business to be transacted at the
meeting and any Special Resolution to be proposed;(c)
    
    include a statement that:
 (i)
    
    a Member entitled to attend and vote is entitled to appoint a proxy;(ii)
    
    a proxy need not be a Member; and(iii)
    
    a Member who is entitled to cast 2 or more votes may appoint 2 proxies
and may specify the proportion or number of votes each proxy is appointed to
exercise;
 (d)
    
    be accompanied by an instrument of proxy in the form described in this Constitution or in any
other form as the Directors may from time to time prescribe or accept;(e)
    
    include information about how instruments of proxy can be delivered to the Company; and(f)
    
    if required by the Listing Rules, include a voting exclusion statement.
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15.6 Omission to give notice
  15.7 Changes to general meeting
  16. Proceedings at general meeting
 16.1 Member deemed to be present
  (a)
    
    in person;(b)
    
    by attorney;(c)
    
    by proxy;(d)
    
    in the case of a Member which is a body corporate, by a representative appointed under
section 250D of the Act.
 16.2 Attorney of Member
  16.3 Representative of body corporate
  16.4 Quorum for general meeting
  16.5 No quorum
  (a)
    
    any meeting convened on a requisition of Members is dissolved;
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(b)
    
    any other meeting stands adjourned to the same day in the next week at the same time and
place or to any other day, time and place as the Directors may appoint by notice to the
Members. If at the adjourned meeting a quorum is not present within 30 minutes after the time
appointed for the adjourned meeting, then those Members who are present in person are deemed
to be a quorum and may transact the business for which the meeting was called.
 16.6 Chairperson of general meeting
 (a)
    
    The chairperson of the Directors, or, in the chairpersons absence, the deputy chairperson
(if any) will be entitled to take the chair at every general meeting. If there is no
chairperson or if at any meeting the chairperson is not present within 30 minutes after the
time appointed for holding the meeting or if the chairperson is unwilling to act, the
Directors present may choose a chairperson. If the Directors do not choose a chairperson, the
Members present must choose 1 of the Directors to be chairperson, and if no Director is
present or willing to take the chair, the Members must choose 1 of the Members to be
chairperson.(b)
    
    The chairperson may, in the case of a conflict of interest or otherwise in his or her
discretion, appoint someone else (who need not be a Director) to chair one or more items of
business or resolutions at a general meeting. While acting as chair the appointee may
exercise all of the chairpersons powers and discretions. The chairperson resumes the chair
after the appointment concludes.
 16.7 Powers of chairperson
 (a)
    
    The chairperson is responsible for the general conduct of and procedures at the general
meeting.(b)
    
    The chairpersons decisions about general conduct and procedures is final.(c)
    
    At any general meeting, if:
 (i)
    
    the chairperson declares that a Resolution or Special Resolution has been
carried, or carried by a particular majority, or not carried; and(ii)
    
    an entry to that effect is recorded in the minutes of proceedings of the
Companythat declaration is conclusive evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against that Resolution or Special
Resolution.
 16.8 Adjournment of general meeting
  16.9 Notice of adjourned meeting
  16.10 Director entitled to attend and speak
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17. Voting
 17.1 Resolution determined by majority
  17.2 Casting vote of chairperson
  17.3 Method of voting
  17.4 Demand for poll
  (a)
    
    the chairperson;(b)
    
    at least 5 Members who are present; or(c)
    
    any 1 or more Members who are present, holding Shares conferring not less than 5% of the
total voting rights of all Members having the right to vote on the Resolution.
 17.5 Conducting a poll
 (a)
    
    The chairperson will decide in each case the manner in which a poll is taken.(b)
    
    In every case the chairperson must ascertain the number of votes attaching to Shares held or
represented by persons voting in favour of a Resolution or Special Resolution and by those
voting against the Resolution.(c)
    
    The chairperson will determine any dispute about admitting or rejecting a vote and that
determination made in good faith will be final and conclusive.
 17.6 Votes
  (a)
    
    on a show of hands every Member present (including each holder of preference Shares who has a
right to vote) will have 1 vote; and(b)
    
    on a poll every Member present (including each holder of preference Shares who has a right to
vote) will have 1 vote for each fully paid Share held by that Member and a fraction of a vote
for each partly paid Share, equivalent to the proportion which the amount paid (not credited)
is of the total amounts paid and payable (excluding amounts credited) for that Share, ignoring
any amounts paid in advance of a call.
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17.7 Votes by proxy
 (a)
    
    A Member who is entitled to attend and cast a vote at a general meeting of the Company may
appoint not more than 2 other persons as that Members proxy or proxies to attend and vote at
the meeting on that Members behalf.(b)
    
    If a Member appoints 1 proxy, that proxy may vote on a show of hands.(c)
    
    A proxy may demand or join in demanding a poll.(d)
    
    If a Member is present at any general meeting for which the Member has validly appointed a
proxy to attend and vote for the Member:
 (i)
    
    the proxys authority to speak for the Member is suspended while the
Member is present; and(ii)
    
    the proxys authority to vote for the Member on any resolution is not
suspended while the Member is present but is revoked by the Member voting in person
on that resolution.
 (e)
    
    A proxy may vote or abstain as he or she chooses except to the extent that an appointment of
the proxy indicates the manner in which the proxy must vote on any resolution. The proxy may
only vote or abstain on a poll or show of hands as instructed by proxy appointment.
 17.8 Voting if call unpaid on Shares
 (a)
    
    Subject to any restrictions affecting the right of any Member or class of Members to attend
any meeting, a Member holding Shares on which no calls or other moneys are due and payable to
the Company is entitled;
 (i)
    
    to receive notices and to attend any general meeting; and(ii)
    
    to vote and be counted in a quorum,
 even though that Member has moneys then due and payable to the Company in respect of
other Shares which that Member holds.
 (b)
    
    A Member may not vote at any general meeting in respect of those Shares it holds on which
calls or other moneys are due and payable to the Company at the time of the meeting.
 17.9 Voting by joint holders
 (a)
    
    Subject to clause 17.9(b), joint holders of Shares may vote at any meeting either personally
or by proxy or by attorney or representative in respect of those Shares as if they were solely
entitled to those Shares.(b)
    
    If more than 1 joint holder is present at any meeting (whether personally, by proxy or by
attorney or by representative) and tenders a vote, only the vote of the joint holder whose
name appears first on the register will be counted.(c)
    
    Several legal personal representatives of a deceased Member will for the purpose of this
clause be deemed to be joint holders of the Shares registered in the name of that Member.
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17.10 Voting by transmittee
  17.11 Voting by Member of unsound mind
  17.12 Voting exclusions
  (a)
    
    the Listing Rules so require; or(b)
    
    to ensure that a Resolution or Special Resolution on which the Act requires that particular
persons do not cast a vote so that the resolution has a specified effect under the Act; and(c)
    
    the notice of a general meeting includes any voting exclusion statement specifying that, in
relation to particular business to be considered at that general meeting, votes cast by
particular persons (whether specified by name or description of particular classes of persons)
are to be disregarded by the Company,
  17.13 Ruling on entitlements and votes
 (a)
    
    An objection raised with the chairperson of a general meeting as to:
 (i)
    
    whether a purported voter is qualified; or(ii)
    
    whether the admission or rejection of a vote by any person present and
entitled (or claiming to be entitled) to vote should be admitted or rejected
  (b)
    
    In relation to that objection:
 (i)
    
    the decision of the chairperson is final and conclusive; and(ii)
    
    a vote not disallowed as a result is valid and effective for all purposes.
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18. Proxies
 18.1 Instrument appointing proxy
  18.2 Deposit of proxy with Company
  (a)
    
    must be received by the Company at least 48 hours before the time for holding the meeting;
and(b)
    
    may be:
 (i)
    
    delivered to the Office; or(ii)
    
    sent by facsimile received at the Office or at any other place, fax
number or electronic address specified for the purpose in the notice of meeting; or(iii)
    
    otherwise received by any other means permissible under section 250B of
the Act.
 18.3 Validity of vote given in accordance with proxy
  (a)
    
    the Member dies;(b)
    
    the Member is mentally incapacitated;(c)
    
    the Member revokes the proxys appointment;(d)
    
    the Member revokes the authority under which the proxy was appointed by a third party; or(e)
    
    the Member transfers the Share for which the proxy was given.
 18.4 Form of proxy
 (a)
    
    Every instrument of proxy must specify the Members name and address, the Companys name, the
proxys name or the name of the office held by the proxy and the meetings at which the proxy
may be used, and must otherwise comply with the provisions of section 250A of the Act. An
appointment of proxy may be a standing one.(b)
    
    The instrument of proxy may specify the manner in which the proxy is to vote in respect of
each of the resolutions to be proposed.(c)
    
    The instrument of proxy may specify the proportion or number of votes which the proxy may
exercise.
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(d)
    
    Any instrument of proxy deposited in accordance with this Constitution which does not name
the appointee will be deemed to be given in favour of the chairperson of the meeting to which
it relates.
 19. Directors
 19.1 Number of Directors
  19.2   No Share qualification
  19.3   Election of Directors by Company
  19.4   Directors may fill casual vacancies or appoint additional Directors
 (a)
    
    Despite clause 19.3 and subject to clause 19.6, the Directors have power at any time and from
time to time to appoint any other person as a Director either to fill a casual vacancy or as
an addition to the Board but the total number of Directors must not at any time exceed the
maximum number for the time being fixed by or under this Constitution.(b)
    
    Any Director, except the managing director, appointed under this clause after the Company is
admitted to the Official List must retire from office at, and will be eligible for re-election
at, the next annual general meeting following his or her appointment.
 19.5   Eligibility for election as a Director
  (a)
    
    a nomination of the person by a Member; and(b)
    
    a consent to that nomination signed by the person nominated for election as a Director.
 19.6   [Deleted]
 19.6A Nominations by Mitsui Group
 (a)
    
    Where the Mitsui Group holds in aggregate a Relevant Interest in not less than 5% of the
ordinary Shares on issue, the Mitsui Group may nominate such number of persons to the Board
(Mitsui Group Nominee) as is calculated as follows:
 (i)
    
    for as long as the Mitsui Group holds in aggregate a Relevant Interest in
at least 15% of the ordinary Shares on issue, the Mitsui Group may nominate:
 (A)
    
    one person as a Director, whether or not that
person is a Mitsui Associate; and
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(B)
    
    one person as a Director who is not a Mitsui
Associate,
 PROVIDED THAT, if the Relevant Interest held by the Mitsui Group in aggregate
would be at least 15% of the ordinary Shares on issue but for the dilutive
effect of one or more issues of ordinary Shares made by the Company:
 (a)
    
    pursuant to an offer to all holders of fully paid
Shares on a pro rata basis in respect of all of the Shares that they
hold, including, for the avoidance of doubt, an issue of Shares under a
dividend reinvestment plan, a bonus share plan, a dividend selection plan
or any other plan which gives holders of Shares the opportunity to accept
securities in place of dividend, distribution or interest payments or
apply any dividend, distribution or interest payments for the
subscription of securities;(b)
    
    pursuant to a share purchase plan under exception
15 of ASX Listing Rule 7.2;(c)
    
    pursuant to:
 (I)
    
    an employee incentive plan or
remuneration arrangements for employees and/or officers of the
Company and/or its subsidiaries (as defined in the Act); or(II)
    
    the exercise of options which
are issued under an employee incentive plan or remuneration
arrangements for employees and/or officers of the Company
and/or its subsidiaries (as defined in the Act); or
 (d)
    
    to a third party as consideration (whether in whole
or in part) for the acquisition by the Company or its subsidiary (as
defined in the Act) from that third party of an asset, business or
security,
 (each a Dilutive Issue), then the right of the Mitsui Group to nominate two
persons as Directors in accordance with this clause 19.6A(a)(i) shall continue
for a period of twelve months following the most recent Dilutive Issue, after
which time such right will terminate and cease to be of any force or effect
(Expiry Date) unless on the Expiry Date the Relevant Interest held by the
Mitsui Group in aggregate is at least 15% of the ordinary Shares on issue, in
which event this clause 19.6A(a)(i) will continue to be effective; and(ii)
    
    for as long as the Mitsui Group holds in aggregate a Relevant Interest in
at least 5% of the ordinary Shares on issue, the Mitsui Group may nominate one
person as a Director whether or not that person is a Mitsui Associate.
 (b)
    
    The Mitsui Group may:
 (i)
    
    remove any Mitsui Group Nominee nominated under clauses 19.6A(a)(i)(A)
and 19.6A(a)(ii) at any time; and(ii)
    
    in circumstances where a Mitsui Group Nominee nominated under clause
19.6A(a)(i)(B) is due to retire by rotation under clause 20.1 (Mitsui Incumbent Non
 Associated Nominee), propose a new nominee under clause 19.6A(a)(i)(B) (provided
the requirements of that clause continue to apply at the
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time of the proposed new nomination) and if such a nomination is made, the
Mitsui Incumbent Non  Associated Nominee will not be eligible to offer him
or herself for re-election.
 (c)
    
    The nomination of a Mitsui Group Nominee under this clause 19.6A or the removal of a Mitsui
Group Nominee under clause 19.6A(b)(i) shall be effected by written notice to the Company
signed by the company secretary of one of the members of the Mitsui Group.(d)
    
    The Mitsui Group may not nominate a person as a Mitsui Group Nominee if that person has been
removed or, being a Director retiring by rotation, is not re-elected, by resolution of
Members.(e)
    
    Where the Company receives under clause 19.6A(c):
 (i)
    
    a notice of nomination, subject to the approval of the nominee by the
nomination committee of the Board, acting reasonably, the Directors shall appoint
the Mitsui Group Nominee as a Director (unless the Directors reasonably believe that
they would be in breach of their fiduciary or statutory duties as Directors if they
made such an appointment); and(ii)
    
    a notice of removal, the Mitsui Group Nominee named in the notice must
resign his or her position as a Director forthwith and the Company must ensure this
occurs.
 (f)
    
    Any Director appointed under this clause after the Company is admitted to the Official List
must retire from office at, and will be eligible for re-election at, the next annual general
meeting following his or her appointment.(g)
    
    If a Mitsui Group Nominee is removed, retires and fails to be re-elected by resolution of
Members or ceases to hold office as a Director for any reason (other than where the Director
retires and is re-elected at the same meeting), the Mitsui Group may, subject to clauses
19.6A(a) and (b), nominate another Mitsui Group Nominee in that persons place and neither the
Directors nor the Company in general meeting may appoint a successor who is not a Mitsui Group
Nominee.(h)
    
    If the Mitsui Group exercises its right to propose a new nominee under clause 19.6A(b)(ii),
the Incumbent Non  Associated Nominee shall retire in accordance with clause 20.2 and any
replacement Mitsui Group Nominee will be considered for election at that same annual general
meeting, unless the Mitsui Group has not complied with clause 19.5 in respect of that new
nomination and in which case such Mitsui Group Nominee will be appointed as soon as
practicable after the conclusion of that annual general meeting.(i)
    
    Any Mitsui Group Nominee nominated under clauses 19.6A(a)(i)(A) or 19.6A(a)(ii) who is
appointed (either by the Board or by Members) will be taken to have been appointed to
represent the interests of the Mitsui Group and section 203D of the Act applies.
 19.7 Alternate Director
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(a)
    
    that Director may be removed or suspended from office by written notice to the Company from
the Director who appointed the alternate;(b)
    
    that Director is entitled to receive notice of Board meetings, to attend meetings (if the
appointing Director is not present) and to be counted towards a quorum at meetings;(c)
    
    that Director is entitled to vote at meetings he or she attends on all Resolutions on which
the appointor could vote had that appointor attended and, where that Director is a Director in
his or her own right, he or she has a separate vote on behalf of the Director who is
represented in addition to his or her own vote;(d)
    
    that Director may exercise any powers that the appointor may exercise in the appointors own
right where the appointor is unavailable for any reason except the power to appoint an
alternate Director. The action of an alternate Director will be conclusive evidence as
against third parties of the unavailability of the appointor;(e)
    
    that Director automatically vacates office if the appointing Director is removed or otherwise
ceases to hold office for any reason other than where a person retires and is re-elected as a
Director at the same meeting of members as the retirement occurs;(f)
    
    that Director, whilst acting as a Director, is responsible to the Company for his or her own
acts and defaults and is not deemed to be the appointing Directors agent;(g)
    
    that Director is not entitled to receive any remuneration from the Company but is entitled to
reimbursement for reasonable travelling and other expenses incurred in attending Board
meetings or otherwise on the Companys business;(h)
    
    that Director is not to be taken into account in determining the number of Directors for the
purposes of this Constitution; and(i)
    
    that Director may act as an alternate for more than 1 Director.
 19.8 Auditor cannot be Director
  20. Directors tenure of office
 20.1 Directors tenure of office
 (a)
    
    Subject to the Act, the Listing Rules and this Constitution and clause 20.1(b), a Director
must retire from office or seek re-election by no later than the third annual general meeting
following his or her appointment or election or 3 years, whichever is longer.(b)
    
    This clause does not apply to the managing director. If there is more than 1 managing
director, only the first appointed does not have to comply with the requirement to relinquish
office as set out in this clause.
 20.2 Retirement by rotation
 (a)
    
    Unless otherwise determined by a Resolution of the Company, while the Company is admitted to
the Official List, at least one Director must retire from office at each annual general
meeting unless there has been an election of Directors earlier that year.
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(b)
    
    If no Director is required to retire at an annual general meeting under clause 19.4(b) or
clause 20.1(a), then the Director to retire under clause 20.2(a) will be the one who has been
longest in office since his or her last election.(c)
    
    As between those who became Directors on the same day, those to retire will, unless they
otherwise agree among themselves, be determined by lot.(d)
    
    A retiring Director may act as a Director throughout the meeting at which he or she retires
and at any adjournment.(e)
    
    This clause does not apply to the managing director. If there is more than 1 managing
director, only the first appointed does not have to comply with the requirement to relinquish
office as set out in this clause.
 20.3 Retiring Director eligible for re-election
  20.4 Removal of Director by the Company
  20.5 Vacation of office
 (a)
    
    The office of a Director will be automatically vacated if the Director:
 (i)
    
    is declared bankrupt;(ii)
    
    becomes of unsound mind or a person whose person or estate is liable to
be dealt with under the laws relating to mental health;(iii)
    
    is prohibited from being a Director in accordance with any of the
provisions of the Listing Rules, the Act or any order made under the Act or the
Directors office is vacated;(iv)
    
    resigns by giving the Company written notice;(v)
    
    either personally or by an alternate Director, fails to attend Board
meetings for a continuous period of 6 Months without leave of absence from the
Board; or(vi)
    
    is an executive director under an employment or services agreement with
the Company and that agreement terminates, unless the Board determines otherwise.
 (b)
    
    A Director whose office is vacated under paragraphs (i), (ii) or (iii) will not be eligible
for re-election until the disability (or disabilities) referred to is (or are) removed.
 21. Directors remuneration
 21.1 Remuneration for non-executive Directors
 (a)
    
    Subject to clause 21.3 and the Listing Rules, the Company in general meeting may from time to
time determine the maximum aggregate cash remuneration (Remuneration) to be
 32




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paid to the Directors for services rendered as Directors. Until a different amount is
determined, the Remuneration is $1,000,000 per annum.(b)
    
    The Directors may divide the Remuneration among themselves in any proportions and in any
manner as they may from time to time determine.(c)
    
    If the Directors do not or are unable to agree as to the apportionment of the Remuneration,
it will be divided among them equally.(d)
    
    The Remuneration:
 (i)
    
    accrues from day to day;(ii)
    
    includes any superannuation payments;(iii)
    
    excludes any indemnities and insurance premiums paid in accordance
with this Constitution; and(iv)
    
    excludes any remuneration payable to any Director under any executive
service contract with the Company or a Related Body Corporate.
 21.2 Additional remuneration for extra services
  21.3 Remuneration to be in accordance with Listing Rules
  (a)
    
    fees payable to non-executive directors must be by way of a fixed sum, and not by way of a
commission on or a percentage of profits or operating revenue;(b)
    
    the remuneration payable to executive Directors must not include a commission on or a
percentage of operating revenue; and(c)
    
    the total directors fees payable to Directors must not be increased without the Members in
general meeting first giving their approval.
 21.4 Expenses of Directors
  22. Directors contracts
 22.1 Directors not disqualified from holding office or contracting with Company
  (a)
    
    no Director will be disqualified by virtue of being a Director from holding any office or
place of profit (other than as auditor) with the Company or with any company promoted by
 33




---



##### 



the Company or with any corporation in which the Company is a member or which is a Member
of the Company or in which the Company is otherwise interested;(b)
    
    no Director will be disqualified by virtue of being a Director from contracting with the
Company (whether as vendor, purchaser or otherwise);(c)
    
    no contract referred to in this clause 22 or any contract or arrangement entered into by or
on behalf of the Company in which any Director is in any way interested can be avoided and no
Director will be liable to account to the Company for any profit arising from that contract or
arrangement or from any office referred to in this clause 22.1 by reason only of that Director
holding that office or of the Directors fiduciary relationship with the Company.
 22.2 Director can act in professional capacity
  22.3 Director not to vote on contract in which the Director has a material personal interest
  22.4 Directors to declare interest
 (a)
    
    Any Director who has a material personal interest in a matter that relates to the Companys
affairs must give the other Directors notice of that interest, unless the interest is of a
type referred to in section 191(2)(a) of the Act, or all of the conditions referred to in
section 191(2)(c) of the Act are satisfied.(b)
    
    The Director must declare the nature and extent of the Directors interest and the relation
of the interest to the Companys affairs at a Directors meeting as soon as possible after the
Director becomes aware of his or her interest in the matter.(c)
    
    A Director who has an interest in a matter may give a standing notice to the other Directors
of the nature and extent of that Directors interest in the matter in accordance with section
192 of the Act.
 22.5 Directors to declare potential conflicts
  22.6 Secretary to record declarations of Directors
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##### 



23. Powers of Directors
 23.1 Powers of Directors
  23.2 Powers to borrow or raise money
  23.3 Directors may vote shares in other corporations
  23.4 Agent or attorney
 (a)
    
    The Directors may at any time appoint any person or persons to be a Company agent or attorney
for any purpose and with any powers, authorities and discretions (not exceeding those vested
in or exercisable by the Directors under this Constitution) and for any period and subject to
any conditions as the Directors think fit.(b)
    
    Any appointment may be made in favour of:
 (i)
    
    any company; or(ii)
    
    the members, directors, nominees or managers of any company or firm; or(iii)
    
    any fluctuating body of persons (whether nominated by the Directors or
otherwise).
 (c)
    
    Any document appointing an agent or power of attorney may provide for the protection or
convenience of the agent or attorney and of persons dealing with the agent or attorney as the
Directors may think fit.
 23.5 Sub-delegation of powers
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##### 



24. Executive directors
 24.1 Managing director
  24.2 Directors may confer powers on executive directors
  24.3 Remuneration of executive directors
  25. Proceedings of Directors
 25.1 Board meetings
  (a)
    
    in person;
 (b)
    
    by telephone;
 (c)
    
    by audiovisual linkup; or
 (d)
    
    by any other instantaneous communications medium for conferring;
  25.2 Director to be regarded as present at meeting
  25.3 Place of meeting
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##### 



25.4 Convening of Directors meeting
  25.5 Notice of meeting
  25.6 Directors may act notwithstanding vacancy
  25.7 Quorum for Board meetings
  25.8 Meeting competent to exercise all powers
  25.9 Chairperson of Board meetings
  25.10 Documents tabled at meeting
  25.11 Questions to be decided by majority
  25.12 Resolution in writing
 (a)
    
    A Resolution in writing of which notice has been given to all Directors for the time being
entitled to receive notice of that meeting and which is signed by a majority of Directors for
the time being entitled to attend and vote at Directors meetings will be as valid and
effectual as if it had been passed at a Directors meeting duly convened and held.
 (b)
    
    That Resolution may consist of several documents in like form each signed by 1 or more of the
Directors.
 37




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##### 



(c)
    
    For the purposes of this clause:
 (i)
    
    the signature of an alternate Director will be as effective as, and may
be substituted for, the signature of an appointing Director; and
 (ii)
    
    a signature will be valid if it is transmitted by facsimile, e-mail, or
other generally accepted technology.
 (d)
    
    The effective date of that Resolution is the date on which the document or any of the
counterpart documents was last signed.
 25.13 Resolution passed deemed to be determination of Board
  25.14 Committee powers and meetings
 (a)
    
    The Directors may delegate any of their powers to a committee of Directors, a sole Director
and/or other persons as they think fit and may revoke that delegation.
 (b)
    
    Any committee can exercise the powers delegated to it in accordance with any directions that
may from time to time be imposed on it by the Board.
 (c)
    
    The meetings and proceedings of any committee consisting of 2 or more Directors will be
governed by the provisions of this Constitution regulating the meetings and proceedings of the
Directors so far as they are applicable and are not superseded by any direction made by the
Board under this clause.
 25.15 Validity of acts of Directors
  26. Secretary
  27. Minutes and registers to be kept
 27.1 Minutes
  (a)
    
    the names of the Directors present at each Directors meeting and meeting of any committee of
Directors;
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##### 



(b)
    
    all declarations made or notices given by any Director (either generally or specifically) of
its interest in any contract or proposed contract or of its holding of any office or property
whereby any conflict of duty or interest may arise; and
 (c)
    
    all Resolutions and proceedings of general meetings of the Company, Directors meetings and
meetings of any committee of the Directors.
 27.2 Minutes to be signed by chairperson
  27.3 Registers
  (a)
    
    a register of Members and other registers required under the Act; and
 (b)
    
    any other registers or sub-registers required by the Listing Rules or Settlement Rules.
 28. Reserves
 28.1 Reserves
  28.2 Carry forward of profits
  28.3 Revaluation of assets
  29. Dividends and Distributions
 29.1 Power to determine and declare dividends vested in Directors
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##### 



29.2 Apportionment of dividends
  29.3 Circumstances in which a dividend may be paid
  29.4 Dividend payable by distribution of assets
 (a)
    
    The Directors when determining or declaring a dividend may:
 (i)
    
    resolve that the dividend be paid wholly or partly by the distribution of
specific assets including bonus Shares or other securities of the Company or any
other corporation; and(ii)
    
    to the extent permitted by law, direct that the dividend be payable
 (A)
    
    to particular Members wholly or partly out of any
particular fund or reserve or out of profits derived from any particular
source; and(B)
    
    to the remaining Members wholly or partly out of
any other particular fund or reserve or out of profits derived from any
other particular source
 and may make that direction despite that by doing so the dividend will form part of the
assessable income for taxation purposes of some Members and will not form part of the
assessable income of others.
 (b)
    
    All matters concerning dividends including valuation of assets is determined by the Directors
as they think expedient.
 29.5 Distribution of securities
  29.6 Dividends may be payable in foreign currency
 (a)
    
    Subject to this clause 29.6, dividends will be paid in Australian currency.
 (b)
    
    The Directors may, if they think fit, determine that any dividend payable to some or all the
Members will be paid in a currency or currencies other than Australian currency. For that
purpose the Directors may at the time of determination or declaration of the dividend
stipulate a date on which they will determine the rate or rates at which the dividend will be
converted into the other currency or currencies.
 (c)
    
    Payment in another currency or currencies of the amount of any dividend converted under this
clause will be deemed as between the Company and all Members to be an adequate and proper
payment of the amount of the dividend.
 40




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29.7 No interest payable on dividends
  29.8 Directors may retain certain dividends
  29.9 Directors may deduct from dividends money payable to Company
  29.10 Payment of dividends
 (a)
    
    Any dividend, interest or other moneys payable in respect of any Shares may be paid by cheque
or by any other method of payment specified by the Directors.
 (b)
    
    Where the dividend, interest or other moneys payable in respect of Shares is paid by cheque,
the cheque will be sent through the post to:
 (i)
    
    the registered address of the Member or person entitled or, in the case
of joint holders, to the registered address of that holder whose name appears first
on the Register in respect of the joint holding; or
 (ii)
    
    that person at that address as the holder or joint holders may in writing
direct.
 (c)
    
    Every cheque will be made payable to the order of the person to whom it is sent and is at its
risk.
 29.11 Unclaimed dividends
  29.12 Dividend Reinvestment Plans
 Dividend Reinvestment Plan
 29.13 Amendment of Dividend Reinvestment Plans
  41




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##### 



30. Capitalising profits
 30.1 Capitalising profits
  (a)
    
    in or towards paying up any amounts for the time being unpaid on any Shares held by those
Members; or
 (b)
    
    in paying up in full or in part any unissued Shares or debentures of the Company to be
allotted and distributed credited as fully paid to those Members.
 30.2 Directors powers in relation to capitalisation of profits
  (a)
    
    appoint any person to make an agreement on behalf of the Members entitled to benefit from the
Resolution where that agreement is required under the Act or is otherwise considered by the
Directors to be desirable;
 (b)
    
    issue fractional certificates or make cash payments where Shares or debentures become
issuable in fractions; and
 (c)
    
    otherwise provide for adjusting differences and settling any difficulty arising under the
Resolution including a determination that fractions will be disregarded or that a fractional
entitlement be increased to the next whole number.
 31. Financial statements
 31.1 Financial records
  31.2 Financial statements to be audited
  31.3 Auditor
  32. Inspection of records
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##### 



33. Notices
 33.1 Service of notices by Company
  (a)
    
    personally, by giving it to the Member;
 (b)
    
    by leaving it addressed to the Member at the Members address;
 (c)
    
    by facsimile to the Member at the Members facsimile number;
 (d)
    
    by e-mail to the Members electronic address;
 (e)
    
    by post by sending it addressed to the Member at the Members address;
 (f)
    
    or otherwise by any method (including by advertisement) as the Directors may determine.
 33.2 Electronic communications
  (a)
    
    give information in writing;
 (b)
    
    provide a signature;
 (c)
    
    produce a document;
 (d)
    
    record information; or
 (e)
    
    retain a document,
 Electronic Transactions Act
 33.3 Notices to joint holders
  33.4 Notice deemed to be served
 (a)
    
    Any notice by advertisement will be deemed to have been served on the day of publication of
the newspaper containing the advertisement.
 (b)
    
    Any notice sent by post will be deemed to have been served on the day following the day on
which the notice is posted.
 (c)
    
    A notice sent by facsimile or other electronic means will be deemed to have been served on
the same day that it is sent.
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33.5 Service by post
  33.6 Notices to Members whose whereabouts unknown
  (a)
    
    the Company in good faith has reason to believe that a Member is not known at the address
shown for that Member in the Register;
 (b)
    
    the Company has subsequently made an enquiry at that address as to the whereabouts of the
Member; and
 (c)
    
    the enquiry either elicits no response or a response indicating that the Members present
whereabouts are unknown,
  33.7 Notices binding on transferees
  33.8 Notice to deceased or bankrupt Members
  33.9 Signing notices
  33.10 Counting days
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##### 



34. Winding up
 34.1 Distribution of surplus assets
  34.2 Fee or commission paid to liquidator to be approved in general meeting
  34.3 Distribution in specie
  (a)
    
    with the approval of a Special Resolution, divide among the contributories in specie or kind
any part of the assets of the Company;
 (b)
    
    with the approval of a Special Resolution, vest any part of the assets of the Company in
trustees of trusts for the benefit of the contributories or any of them as the liquidator
thinks fit; and
 (c)
    
    set the values it considers fair and reasonable on any property to be divided and determine
how the division is to be carried out.
 35. Indemnity and insurance
 35.1 Indemnity
  (a)
    
    the Company must indemnify each Director and Secretary and each former Director and
Secretary, and may indemnify any other officer or former officer of the Company (as that term
is defined in section 9 of the Act), against any liability (other than legal costs) incurred
in acting as a Director, Secretary, or, where applicable, other officer of the Company other
than:
 (i)
    
    a liability owed to the Company or a Related Body Corporate;
 (ii)
    
    a liability for a pecuniary penalty order under section 1317G or a
compensation order under section 1317H of the Act; or
 (iii)
    
    a liability that did not arise out of conduct in good faith;
 (b)
    
    the Company must indemnify each Director and Secretary and each former Director and Secretary
who is or was, at the request of the Company, serving as a director or secretary of another
company against any liability (other than legal costs) incurred in acting as a director or
secretary of the other company other than:
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(i)
    
    a liability owed to the other company or a Related Body Corporate;
 (ii)
    
    a liability for a pecuniary penalty order under section 1317G or a
compensation order under section 1317H of the Act; or
 (iii)
    
    a liability that did not arise out of conduct in good faith;
 (c)
    
    the Company must indemnify each Director and Secretary, and each former Director and
Secretary, and may indemnify any other officer or former officer (as that term is defined in
section 9 of the Act), for costs and expenses incurred by a Director, Secretary or, where
applicable, other officer of the Company, in defending an action for a liability incurred in
acting as a Director, Secretary or, where applicable, other officer of the Company, except for
legal costs incurred:
 (i)
    
    in defending or resisting any proceedings, whether civil or criminal, in
which the Director, Secretary or, where applicable, other officer of the Company, is
found to have a liability for which they could not be indemnified under clause
35.1(a) above;
 (ii)
    
    in defending or resisting criminal proceedings in which the Director,
Secretary or, where applicable, other officer of the Company, is found guilty;
 (iii)
    
    in defending or resisting proceedings brought by the ASIC or by a
liquidator for a court order if the grounds for making the order are found by the
court to have been established, except for costs incurred in responding to actions
taken by the ASIC or a liquidator as part of an investigation before commencing
proceedings for the court order; or
 (iv)
    
    in connection with proceedings for relief to the Director, Secretary or,
where applicable, other officer of the Company, under the Act in which the relief is
denied by the court;
 (d)
    
    the Company must indemnify each Director and Secretary and each former Director and Secretary
who is or was, at the request of the Company, serving as a director or secretary of another
company for costs and expenses incurred by the Director or Secretary in defending an action
for a liability incurred in acting as a director or secretary of the other company, except for
legal costs incurred:
 (i)
    
    in defending or resisting any proceedings, whether civil or criminal, in
which the Director or Secretary is found to have a liability for which they could
not be indemnified under clause 35.1(a) above;
 (ii)
    
    in defending or resisting criminal proceedings in which the Director or
Secretary is found guilty;
 (iii)
    
    in defending or resisting proceedings brought by the ASIC or by a
liquidator for a court order if the grounds for making the order are found by the
court to have been established, except for costs incurred in responding to actions
taken by the ASIC or a liquidator as part of an investigation before commencing
proceedings for the court order; or
 (iv)
    
    in connection with proceedings for relief to the Director or Secretary
under the Act in which the relief is denied by the court; and
 (e)
    
    the Company may make a payment, or agree to make a payment, whether by way of advance, loan
or otherwise, for any legal costs incurred by a Director, Secretary or, where
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##### 



applicable, other officer (as that term is defined in section 9 of the Act) of the
Company, on the condition that the Director, Secretary or, where applicable, other
officer of the Company, must repay the amount paid by the Company to the extent that the
Company is ultimately found not liable to indemnify the Director, Secretary or, where
applicable, other officer of the Company, for those legal costs.
 35.2 Insurance
  (a)
    
    conduct involving wilful breach of duty in relation to the Company; or
 (b)
    
    a contravention of section 182 or 183 of the Act.
 47