**Exhibit 1**

 

***CORPORATIONS LAW***

 

 

**CONSTITUTION**

 

 

**of**

 

 

**CSR LIMITEDACN 000 001 276**

 

The constitution was amended by special resolution on25 March 2003 and took effect on that date.

 

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**TABLE OF CONTENTS**

 
| PRELIMINARY                                           |
|-------------------------------------------------------|
|                                                  |
| **1. DEFINITIONS AND  INTERPRETATION**                |
|                                                  |
| SHARES                                                |
|                                                  |
| **2. RIGHTS**                                         |
|                                                  |
| **3. ISSUE OF  SHARES**                               |
|                                                  |
| **4.  COMMISSION AND BROKERAGE**                      |
|                                                  |
| **5.  TRUSTS NOT RECOGNISED**                         |
|                                                  |
| **6. JOINT HOLDERS**                                  |
|                                                  |
| **7. SHARE  CERTIFICATES**                            |
|                                                  |
| **8.  VARIATION OF CLASS RIGHTS AND CLASS MEETINGS**  |
|                                                  |
| CALLS                                                 |
|                                                  |
| **9. GENERAL**                                        |
|                                                  |
| **10.  INSTALMENTS AND AMOUNTS WHICH BECOME PAYABLE** |
|                                                  |
| **11.  INTEREST AND EXPENSES**                        |
|                                                  |
| **12.  RECOVERY OF AMOUNTS DUE**                      |
|                                                  |
| **13.  DIFFERENTIATION**                              |
|                                                  |
| **14. PAYMENT OF CALLS IN  ADVANCE**                  |
|                                                  |
| LIEN AND FORFEITURE                                   |
|                                                  |
| **15. LIEN**                                          |
|                                                  |
| **16. LIEN SALE**                                     |
|                                                  |
| **17. FORFEITURE  NOTICE**                            |
|                                                  |
| **18. FORFEITURE**                                    |
|                                                  |
| **19. LIABILITY OF FORMER  MEMBER**                   |
|                                                  |
| **20. DISPOSAL OF FORFEITED  SHARES**                 |
|                                                  |
| TRANSFER OF SHARES                                    |
|                                                  |
| **21. GENERAL**                                       |

 

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| **22. PROPORTIONAL  TAKEOVER APPROVAL**   |
|-------------------------------------------|
|                                      |
| **23.  TRANSFER PROCEDURE**               |
|                                      |
| **24. RIGHT TO REFUSE  REGISTRATION**     |
|                                      |
| TRANSMISSION OF SHARES                    |
|                                      |
| **25. TITLE ON DEATH**                    |
|                                      |
| **26. ENTITLEMENT TO  TRANSMISSION**      |
|                                      |
| CHANGES TO SHARE CAPITAL                  |
|                                      |
| **27. CONSOLIDATION OR DIVISION**         |
|                                      |
| POWERS OF ATTORNEY                        |
|                                      |
| **28. POWERS  OF ATTORNEY**               |
|                                      |
| GENERAL MEETINGS                          |
|                                      |
| **29. CONVENING**                         |
|                                      |
| **30. NOTICE**                            |
|                                      |
| **31. BUSINESS**                          |
|                                      |
| PROCEEDINGS AT GENERAL  MEETINGS          |
|                                      |
| **32. MEMBER**                            |
|                                      |
| **33. QUORUM**                            |
|                                      |
| **34. CHAIRPERSON**                       |
|                                      |
| **35. GENERAL  CONDUCT**                  |
|                                      |
| **36. ADJOURNMENT**                       |
|                                      |
| **37. DECISIONS**                         |
|                                      |
| **38. TAKING A POLL**                     |
|                                      |
| **39. CASTING VOTE OF  CHAIRPERSON**      |
|                                      |
| **40.  OFFENSIVE MATERIAL**               |
|                                      |
| **41. AUDITOR’S RIGHT TO BE  HEARD** |
|                                      |
| VOTES OF MEMBERS                          |
|                                      |
| **42.  ENTITLEMENT TO VOTE**              |

 

ii

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| **43. UNPAID CALLS**                                      |
|-----------------------------------------------------------|
|                                                      |
| **44. JOINT HOLDERS**                                     |
|                                                      |
| **45. OBJECTIONS**                                        |
|                                                      |
| **46. VOTES BY PROXY**                                    |
|                                                      |
| **47. DOCUMENT APPOINTING PROXY**                         |
|                                                      |
| **48. PROXY IN BLANK**                                    |
|                                                      |
| **49. LODGMENT  OF PROXY**                                |
|                                                      |
| **50. VALIDITY**                                          |
|                                                      |
| **51. REPRESENTATIVES OF  CORPORATIONS**                  |
|                                                      |
| COMPOSITION OF BOARD  OF DIRECTORS                        |
|                                                      |
| **52.  COMPOSITION OF BOARD AND NUMBER OF DIRECTORS**     |
|                                                      |
| NON-EXECUTIVE DIRECTORS                                   |
|                                                      |
| **53. ADDITIONAL AND  CASUAL DIRECTORS**                  |
|                                                      |
| **54. FILLING A  VACANCY**                                |
|                                                      |
| **55.  RETIREMENT BY ROTATION**                           |
|                                                      |
| **56.  NOMINATION OF DIRECTOR**                           |
|                                                      |
| **57.  REMUNERATION OF NON-EXECUTIVE DIRECTORS**          |
|                                                      |
| **58.  RETIREMENT BENEFITS**                              |
|                                                      |
| EXECUTIVE DIRECTORS                                       |
|                                                      |
| **59.  APPOINTMENT AND RATIFICATION OF APPOINTMENT**      |
|                                                      |
| **60. SUSPENSION AND  TERMINATION OF OFFICE**             |
|                                                      |
| 61. **POWERS OF EXECUTIVE DIRECTORS**                     |
|                                                      |
| **62. REMUNERATION OF  EXECUTIVE DIRECTORS**              |
|                                                      |
| DIRECTORS GENERALLY                                       |
|                                                      |
| **63.  QUALIFICATIONS**                                   |
|                                                      |
| **64.  ENTITLEMENT TO NOTICE**                            |
|                                                      |
| **65. RESIGNATION,  SUSPENSION, REMOVAL AND REPLACEMENT** |

 

iii

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| **66.  VACATION OF OFFICE**                        |
|----------------------------------------------------|
|                                               |
| POWERS AND DUTIES OF  DIRECTORS                    |
|                                               |
| **67. DIRECTORS TO MANAGE  COMPANY**               |
|                                               |
| PROCEEDINGS OF DIRECTORS                           |
|                                               |
| **68.  DIRECTORS’ MEETINGS**                  |
|                                               |
| **69. DECISIONS**                                  |
|                                               |
| **70.  DIRECTORS’ INTERESTS**                 |
|                                               |
| **71.  REMAINING DIRECTORS**                       |
|                                               |
| **72. CHAIRPERSON**                                |
|                                               |
| **73. DELEGATION**                                 |
|                                               |
| **74.  WRITTEN RESOLUTIONS**                       |
|                                               |
| **75. VALIDITY OF ACTS OF  DIRECTORS**             |
|                                               |
| **76. MINUTES**                                    |
|                                               |
| **LOCAL MANAGEMENT**                               |
|                                               |
| **77. GENERAL**                                    |
|                                               |
| **78. APPOINTMENT OF  ATTORNEYS AND AGENTS**       |
|                                               |
| SECRETARY                                          |
|                                               |
| **79. SECRETARY**                                  |
|                                               |
| SEALS                                              |
|                                               |
| **80. COMMON SEAL**                                |
|                                               |
| **81. DUPLICATE  SEALS**                           |
|                                               |
| **82. SHARE SEAL**                                 |
|                                               |
| INSPECTION OF RECORDS                              |
|                                               |
| **83.  TIMES FOR INSPECTION**                      |
|                                               |
| DIVIDENDS AND RESERVES                             |
|                                               |
| **84.  DECLARATION OR DETERMINATION OF DIVIDENDS** |
|                                               |
| **85. AMEND RESOLUTION  TO PAY DIVIDEND**          |

 

iv

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| **86. NO INTEREST**                                    |
|--------------------------------------------------------|
|                                                   |
| **87. RESERVES**                                       |
|                                                   |
| **88.  DIVIDEND ENTITLEMENT**                          |
|                                                   |
| **89.  RESTRICTED SECURITIES**                         |
|                                                   |
| **90. DEDUCTIONS FROM DIVIDENDS**                      |
|                                                   |
| **91.  DISTRIBUTION OF ASSETS**                        |
|                                                   |
| **92. PAYMENT**                                        |
|                                                   |
| **93. ELECTION TO REINVEST  DIVIDEND**                 |
|                                                   |
| **94.  ELECTION TO ACCEPT SHARES IN LIEU OF DIVIDEND** |
|                                                   |
| **95.  UNCLAIMED DIVIDENDS**                           |
|                                                   |
| **96. CAPITALISATION OF PROFITS**                      |
|                                                   |
| NOTICES                                                |
|                                                   |
| **97. SERVICE  OF NOTICES**                            |
|                                                   |
| **98. PERSONS ENTITLED TO  NOTICE**                    |
|                                                   |
| AUDIT AND FINANCIAL RECORDS                            |
|                                                   |
| **99. COMPANY TO KEEP  FINANCIAL RECORDS**             |
|                                                   |
| WINDING  UP                                            |
|                                                   |
| **100. WINDING UP**                                    |
|                                                   |
| INDEMNITY                                              |
|                                                   |
| **101. INDEMNITY**                                     |

 

v

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***CORPORATIONS LAW***

 

**COMPANY LIMITED BYSHARES**

 

**CONSTITUTION**

 

**OF**

 

**CSR LIMITED**

 

 

# **PRELIMINARY**

 

**1.                Definitions and interpretation**

 

1.1                                          In this Constitution:

 

‘**Approving****Resolution**’means a resolution passed in accordance with **clause 22**;

 

‘**ApprovingResolution Deadline**’ in relation to a Proportional Takeover Bidmeans the day that is the 14th day before the last day of the Bid Period;

 

‘**Auditor**’means the Company’s auditor;

 

‘**BidClass**’ has the same meaning as in the *Corporations Law*;

 

‘**Bidder**’has the same meaning as in the *Corporations Law*;

 

‘**BidPeriod**’ has the same meaning as in the *Corporations Law*;

 

‘**BusinessDay**’ has the same meaning as in the Listing Rules;

 

‘**CHESS**’has the same meaning as in chapter 21 of the SCH Business Rules;

 

‘**CHESSHolding**’ has the same meaning as in the SCH Business Rules;

 

*NOTE:  Most shareholdings in the Company will beeither CHESS Holdings or Issuer Sponsored Holdings*.

 

‘**Company**’means CSR Limited ACN 000 001 276;

 

‘**Constitution**’means the constitution of the Company as amended from time to time;

 

‘**Director**’means a person appointed or elected to the position of a director of theCompany;

 

‘**Directors**’means all or some of the Directors acting as a board;

 

‘**Dividend**’includes bonus;

 

----

 

‘**Exchange**’means Australian Stock Exchange Limited ACN 008 624 691 and includes any bodycorporate succeeding to all or most of the powers, functions and duties ofAustralian Stock Exchange Limited;

 

‘**ExecutiveDirector**’ means a person appointed as an executive director under **clause 59.1(a)**;

 

‘**GST**’has the meaning given to it in the *A New Tax System (Goods and Services Tax) Act*1999(Cth);

 

‘**IssuerSponsored Holding**’ has the same meaning as in the SCH BusinessRules;

 

‘**ListingRules**’ means the Listing Rules of the Exchange in force from time totime as they apply to the Company (including any waiver of those Listing Rulesand any condition to be complied with in relation to a waiver);

 

‘**ManagingDirector**’ means a Director appointed as managing director under **clause 59.1(b)**;

 

‘**Member**’means a person who is a member of the Company under the *Corporations Law*;

 

‘**Non-ExecutiveDirector**’ means a Director who is not an Executive Director;

 

‘**Office**’means the Company’s registered office;

 

‘**ProperSCH Transfer**’ has the same meaning as in the *Corporations Law*;

 

‘**ProportionalTakeover Bid**’ has the same meaning as in the *Corporations Law*;

 

‘**Register**’means the register of Members of the Company;

 

‘**RegisteredAddress**’ means the last known address of a Member as noted in theRegister;

 

‘**RelatedBody Corporate**’ has the meaning given to it by section 9 of the *CorporationsLaw*;

 

‘**Representative**’means a person appointed by a Member to act as its representative under **clause 51.1**;

 

‘**RestrictedSecurities**’ has the same meaning as in the Listing Rules;

 

‘**RestrictionAgreement**’ has the same meaning as in the Listing Rules;

 

‘**SCHBusiness Rules**’ means the business rules of the Securities ClearingHouse in force from time to time;

 

‘**SCH-regulatedTransfer**’ has the same meaning as in the *Corporations Law*;

 

2

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‘**Seal**’means the Company’s common seal (if any);

 

‘**Secretary**’means any person appointed by the Directors to perform any of the duties of asecretary of the Company and if more than one person is appointed, any one ormore of such persons;

 

‘**SecuritiesClearing House**’ has the same meaning as in the *Corporations Law*;

 

‘**SecuritiesExchange**’ has the same meaning as in the *Corporations Law*; and

 

‘**Shares**’means shares in the share capital of the Company.

 

1.2                                          In this Constitution, unless the contrary intention appears:

 

(a)                        the singular includes the plural and vice versa and words importinga gender include other genders;

 

(b)        words importing natural persons includecorporations;

 

(c)        other grammatical forms of defined wordsor expressions have corresponding meanings;

 

(d)        headings and notes do not affect theconstruction of this Constitution; and

 

(e)        a reference to the *Corporations Law* is areference to the *Corporations Law* as modified or amended from time to   time.

 

1.3                                          Unless the contrary intention appears in this Constitution, an expressionin a clause of this Constitution has the same meaning as in the *CorporationsLaw*.  Where the expressionhas more than one meaning in the *Corporations Law* and a provision of the *CorporationsLaw* deals with the same matter as a clause of this Constitution,that expression has the same meaning as in that provision.

 

1.4                                          The provisions of the *Corporations Law* that apply to certaincompanies as replaceable rules are displaced by this Constitution in theirentirety and do not apply to the Company.

 

1.5                                          For the purposes of this Constitution, if the provisions of:

 

(a)                        the *Corporations Law* and the Listing Rules;

 

(b)                       the *Corporations Law* and this Constitution; or

 

(c)                        the *Corporations Law* and the SCH Business Rules,

 

conflict on the same matter, the provisions of the *Corporations Law* prevail.

 

3

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# **SHARES**

 

**2.****                                               Rights**

 

Subject to this Constitution and to the terms of issue of Shares, allShares attract the following rights:

 

(a)                        the right to receive notice of and to attend and vote at all generalmeetings of the Company;

 

(b)                       the right to receive Dividends; and

 

(c)                        in a winding up or reduction of capital, the right to participateequally in the distribution of the assets of the Company (both capital andsurplus), subject to any amounts unpaid on the Share and, in the case of areduction, to the terms of the reduction.

 

**3.****                                               Issue of Shares**

 

3.1                                          Subject to the *Corporations Law*, the Listing Rules andthis Constitution, the Directors may issue and allot, or dispose of, Shares:

 

(a)                        on terms determined by the Directors;

 

(b)                       at the issue price that the Directors determine; and

 

(c)                        to Members whether in proportion to their existing shareholdings orotherwise, and to such other persons as the Directors may determine.

 

3.2                                          The Directors’ power under **clause 3.1** includes the power to:

 

(a)                        grant options over unissued Shares;

 

(b)                       issue and allot Shares:

 

(i)                                              with any preferential, deferred or special rights, privileges orconditions;

 

(ii)                                           with any restrictions in regard to Dividend, voting, return ofcapital or otherwise;

 

(iii)                                        which are liable to be redeemed;

 

(iv)                                       which are bonus Shares for whose issue no consideration is payableto the Company; or

 

(v)                                          which have any combination of the characteristics described in **subparagraphs(i)**to **(iv)**inclusive.

 

4

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**4.****                                               Commission and brokerage**

 

Any brokerage or commission which may be paid by the Company may bemade in cash, by the issue and allotment of Shares, by the grant of options overShares or the issue of debentures, or by a combination of any of those methods.

 

 

**5.****                                               Trusts not recognised**

 

5.1                                          Except as required by law, the SCH Business Rules or as otherwiseprovided by this Constitution, the Company will not recognise any person asholding a Share on trust and the Company will not be bound to recognise anyequitable, contingent, future or partial interest or any other right in respectof a Share except the registered holder’s absolute right of ownership.

 

5.2                                          This **clause 5** applies even if the Company has notice of therelevant trust, interest or right.

 

 

**6.****                                               Joint holders**

 

6.1                                          If two or more persons are registered as the holders of a Share,they are taken to hold the Share as joint tenants with benefit of survivorshipand the person whose name appears first on the Register is the only jointholder entitled to receive notices from the Company.

 

6.2                                          Any one of the joint holders of a Share may give an effectivereceipt for any Dividend or return of capital payable to the joint holders.

 

6.3                                          The Company is entitled to and, in respect of CHESS Holdings, must:

 

(a)                        record the names of only the first three joint holders of a Share onthe Register;

 

(b)                       regard the three joint holders of a Share appearing first on theRegister as the registered holders of that Share to the exclusion of any otherholders; and

 

(c)                        disregard the entitlement of any person to be registered on theRegister as a holder if the name of the person would appear on the Registerafter the first three holders for that Share.

 

 

**7.****                                               Share certificates**

 

7.1                                          The Directors will not, unless they determine otherwise or theListing Rules require, issue a certificate to a Member for any Sharesregistered in the Member’s name or record any holding on a certificatedsubregister (if any).

 

7.2                                          Any certificate for Shares must be issued and despatched inaccordance with the *Corporations Law*, the SCH Business Rulesand the Listing Rules.

 

7.3                                          Subject to the Listing Rules, the Directors may in their absolutediscretion elect whether to maintain a certificated subregister for any classof Shares.

 

5

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7.4                                          Subject to the Listing Rules and the SCH Business Rules, Shares maybe held on any subregister maintained by or on behalf of the Company or on anybranch register kept by the Company.

 

7.5                                          The Directors may order worn out or defaced certificates to becancelled and, if necessary, replaced by new certificates.

 

 

**8.****                                               Variation of classrights and class meetings**

 

8.1                                          The rights attached to any class of Shares may be varied inaccordance with the *Corporations Law.*

 

8.2                                          The provisions of this Constitution relating to general meetingsapply, with necessary changes, to a meeting of the class of Members holdingShares in a class of Shares as if it was a general meeting except that:

 

(a)                        a quorum is two persons holding or representing by proxy, attorneyor Representative at least one-tenth of the Shares of the class or, if there isone holder of Shares in the class, that person; and

 

(b)                       any five holders, or any holder or holders of Shares of the classpresent in person or by proxy, attorney or Representative who can vote not lessthan 10% of all votes held by members of that class, may demand a poll.

 

8.3                                          The rights conferred on the holders of Shares which are not ordinaryshares and which have preferential or other special rights will, unlessotherwise expressly provided by their respective terms of issue, be taken to bevaried or abrogated by:

 

(a)                        the issue of Shares; or

 

(b)                       the conversion of securities into new Shares,

 

which rank equally with or in priority to those Shares.

 

 

# **CALLS**

 

**9.****                                               General**

 

9.1                                          Subject to the *Corporations Law* and the terms on whichpartly paid Shares are issued, the Directors may make calls on the holders ofthe Shares for any money unpaid on them.

 

9.2                                          A call is made when the resolution of the Directors authorising itis passed.

 

9.3                                          The Directors may revoke or postpone a call before its due date forpayment.

 

9.4                                          The Directors may require a call to be paid by instalments.

 

6

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9.5                                          The Company must comply with the *Corporations Law* and the Listing Rules inrelation to the dispatch and content of notices to Members on whom a call ismade.

 

9.6                                          A Member to whom notice of a call is given in accordance with this **clause 9**must pay to the Company the amount called in accordance with the notice.

 

9.7                                          Failure to send a notice of a call to any Member or the non-receiptof a notice by any Member does not invalidate the call.

 

9.8                                          Joint holders of Shares are jointly and severally liable to pay allcalls in respect of their Shares.

 

 

**10.****                                        Instalments andamounts which become payable**

 

If:

 

(a)                        the Directors require a call to be paid by instalments; or

 

(b)                       an amount becomes payable by the terms of issue of Shares onallotment, or at a time or in circumstances specified in the terms of issue,

 

then:

 

(c)                        the amount is payable as if it were a call made by the Directors andas if they had given notice of it; and

 

(d)                       the consequences of late payment or non-payment of the amount arethe same as the consequences of late payment or non-payment of a call.

 

 

**11.****                                        Interest and expenses**

 

If an amount called is not paid on or before the due date, the personliable to pay the amount must also pay:

 

(a)                        interest on the amount from the due date to the time of actualpayment at a rate determined by the Directors (not exceeding 15% per annum);and

 

(b)                       all expenses incurred by the Company as a consequence of thenon-payment,

 

but the Directors may waive payment of the interest and expenses inwhole or in part.

 

 

**12.****                                        Recovery of amounts due**

 

On the hearing of any action for the recovery of money due for anycall, proof that:

 

7

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(a)                        the name of the person sued was, when the call was made, entered inthe Register as a holder or the holder of Shares in respect of which the callwas made;

 

(b)                       the resolution making the call is duly recorded in the Directors’minute book; and

 

(c)                        notice of the call was given to the person sued,

 

will be conclusive evidence of the debt.

 

 

**13.****                                        Differentiation**

 

The Directors may, on the issue of Shares, differentiate between theholders as to the amount of calls to be paid and the times of payment.

 

 

**14.****                                        Payment of calls in advance**

 

14.1                                    The Directors may accept from a Member the whole or part of theamount unpaid on a Share before the amount accepted has been called.

 

14.2                                    The Company may:

 

(a)                        pay interest on any amount accepted, until the amount is payableunder a call and at a rate (not exceeding 15% per annum) agreed between theMember and the Directors; and

 

(b)                       subject to any contract between the Company and the Member, repayall or any of the amount accepted in excess of the amount called on the Share.

 

14.3                                    Payment of an amount in advance of a call does not entitle thepaying Member to any Dividend, benefit or advantage, other than the payment ofinterest under this **clause 14**, to which the Member would nothave been entitled if it had paid the amount when it became due.

 

 

# **LIEN AND FORFEITURE**

 

**15.****                                        Lien**

 

15.1                                    To the extent permitted by the Listing Rules, the Company has afirst and paramount lien on every partly paid Share and Dividends payable inrespect of the Share for all money:

 

(a)                        due and unpaid to the Company at a fixed time, in respect of the Share;

 

(b)                       presently payable by a holder or the holder of the Share, or theholder’s estate, to the Company in respect of the Share; or

 

(c)                        which the Company is required by law to pay (and has paid) inrespect of the Share.

 

8

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15.2                                    The lien extends to reasonable interest and expenses incurredbecause the amount is not paid.

 

15.3                                    If any law for the time being of any country, state or place imposesor purports to impose an immediate or contingent liability on the Company tomake any payment or authorises a taxing authority or Government official torequire the Company to make payment in respect of Shares or Dividends or othermoneys accruing due to the Member who holds the Shares:

 

(a)                        the Member or, if the Member is deceased, the Member’s legalpersonal representative, indemnifies the Company in respect of any such paymentor liability; and

 

(b)                       subject to the *Corporations Law* and the Listing Rules,the Company:

 

(i)                                     has a lien on the Shares and Dividends and other moneys payable inrespect of the Shares, whether the Shares are held by the Member solely orjointly with another person in respect of any payment made or liabilityincurred by the Company, together with reasonable expenses and interest on anypayment made by the Company at a rate to be fixed by the Directors notexceeding 15% per annum from the date of payment by the Company to the date ofrepayment by the Member;

 

(ii)                                  may set off amounts so paid by the Company against amounts payableby the Company to the Member as Dividends or otherwise; and

 

(iii)                               may recover as a debt due from the Member or its legal personalrepresentative the amount of all payments made by the Company together withreasonable expenses and interest at the rate and for the period referred to in **clause15.3(b)(i)**.

 

15.4                                    The Company may do all things which the Directors think necessary orappropriate to do under the SCH Business Rules and the Listing Rules to enforceor protect the Company’s lien.

 

15.5                                    Unless the Directors determine otherwise, the registration of atransfer of a Share operates as a waiver of the Company’s lien on the Share.

 

15.6                                    The Directors may declare a Share to be wholly or partly exempt froma lien.

 

 

**16.****                                        Lien sale**

 

If:

 

(a)                        the Company has a lien on a Share for money presently payable;

 

(b)                       the Company has given the Member or the Member’s legal personalrepresentative (as the case may be) holding the Share written notice demandingpayment of the money; and

 

(c)                        that Member fails to pay all of the money demanded,

 

9

----

 

then 14 or more days after giving the notice, the Directors may, if theListing Rules permit, sell the Share in any manner determined by them.

 

 

**17.****                                        Forfeiture notice**

 

17.1                                    The Directors may at any time after a call or instalment becomespayable and remains unpaid by a Member, serve a notice on the Member requiringthe Member to pay:

 

(a)                        the unpaid amount;

 

(b)                       any interest that has accrued; and

 

(c)                        all expenses incurred by the Company as a consequence of thenon-payment.

 

17.2                                    The notice under **clause 17.1**must:

 

(a)                        specify a day (not earlier than 14 days after the date of thenotice) on or before which the payment required by the notice must be made; and

 

(b)                       state that if a Member does not comply with the notice, the Sharesin respect of which the call was made or instalment is payable will be liableto be forfeited.

 

 

**18.****                                        Forfeiture**

 

18.1                                    If a Member does not comply with a notice served under **clause 17**,then any or all of the Shares in respect of which the notice was given may beforfeited pursuant to a resolution of the Directors.

 

18.2                                    Unpaid Dividends in respect of forfeited Shares will also beforfeited.

 

18.3                                    On forfeiture, Shares become the property of the Company andforfeited Shares must be:

 

(a)                        if the Listing Rules permit, sold, disposed of, or cancelled onterms determined by the Directors; or

 

(b)                       offered by public auction in accordance with any requirements of theListing Rules.

 

18.4                                    The Directors may, at any time before a forfeited Share is sold,disposed of or cancelled, annul the forfeiture of the Share on conditionsdetermined by them.

 

18.5                                    Promptly after a Share has been forfeited:

 

(a)                        notice of the forfeiture must be given to the Member in whose namethe Share was registered immediately before its forfeiture; and

 

(b)                       the forfeiture and its date must be noted in the Register.

 

10

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18.6                                    Omission or neglect to give notice of or to note the forfeiture asspecified in **clause 18.5** will not invalidate a forfeiture.

 

 

**19.****                                        Liability of former Member**

 

19.1                                    The interest of a person who held Shares which are forfeited isextinguished but, subject to the Listing Rules, the former Member remainsliable to pay:

 

(a)                        all money (including interest and expenses) that was payable by theMember to the Company at the date of forfeiture in respect of the forfeitedShares; and

 

(b)                       interest from the date of forfeiture until payment of the moneyreferred to in **paragraph (a)** of this clause at a rate determined by theDirectors (not exceeding 15% per annum).

 

19.2                                    A former Member’s liability to the Company ceases if and when theCompany receives payment in full of all money (including interest and expenses)payable by the person in respect of the Shares.  The liability may only be released or waived in accordance withthe Listing Rules.

 

 

**20.****                                        Disposal of forfeited Shares**

 

20.1                                    The Company may:

 

(a)                        receive the consideration (if any) given for a forfeited Share onany sale or disposition of the Share; and

 

(b)                       effect a transfer of the Share in favour of a person to whom theShare is sold or disposed of.

 

20.2                                    The purchaser of the Share:

 

(a)                        is not bound to check the regularity of the sale or the applicationof the purchase price;

 

(b)                       obtains title to the Share despite any irregularity in the sale; and

 

(c)                        will not be subject to complaint or remedy by the former holder ofthe Share in respect of the purchase.

 

20.3                                    A statement signed by a Director and the Secretary that the Sharehas been regularly forfeited and sold or re-allotted or reissued, or regularlysold without forfeiture to enforce a lien, is conclusive evidence of thematters stated as against all persons claiming to be entitled to the Share.

 

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20.4                                    Subject to the terms on which a Share is on issue, the net proceedsof any sale made to enforce a lien or on forfeiture must be applied by theCompany in the following order:

 

(a)                        in payment of the costs of the sale;

 

(b)                       in payment of all amounts secured by the lien or all money that waspayable in respect of the forfeited Share;

 

(c)                        in payment of any tax liability incurred by the Company on disposalof the forfeited Share; and

 

(d)                       where the Share was forfeited under **clause 18.1**, in payment ofany surplus to the former Member whose Share was sold.

 

 

# **TRANSFER OF SHARES**

 

**21.****                                        General**

 

21.1                                    Subject to this Constitution, a Member may transfer Shares held bythat Member.

 

21.2                                    Subject to **clause 21.3**, Shares may be transferred by:

 

(a)                        a written transfer instrument in any usual or common form; or

 

(b)                       any other form approved by the Directors.

 

21.3                                    (a)                         The Company may participate in any computerised or electronic systemfor market settlement, securities transfer and registration conducted inaccordance with the *Corporations Law*, the Listing Rules andthe SCH Business Rules, or corresponding laws or securities exchange rules inany other country.

 

(b)                       Ifthe Company participates in a system of the kind described in **clause21.3(a)**, then despite any other provision of this Constitution:

 

(i)                                     Shares may be transferred, and transfers may be registered, in anymanner required or permitted by the Listing Rules or the SCH Business Rules (orthe corresponding laws or securities exchange rules in any other country)applying in relation to the system;

 

(ii)                                  the Company must comply with and give effect to those rules; and

 

(iii)                               the Company may, in accordance with those rules, decline to issuecertificates for holdings of Shares.

 

21.4                                    A written transfer instrument must be:

 

(a)                        executed by the transferor or (where the *Corporations Law* permits)stamped by the transferor’s broker;

 

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(b)                       unless the Directors decide otherwise in the case of a fully paidShare, executed by the transferee or (where the *Corporations Law* permits)stamped by the transferee’s broker; and

 

(c)                        in the case of a transfer of partly paid Shares, endorsed oraccompanied by an instrument executed by the transferee or by the transferee’sbroker to the effect that the transferee agrees to accept the Shares subject tothe terms and conditions on which the transferor held them, to become a Memberand to be bound by the Constitution.

 

Subject to the *Corporations Law*, the written transferinstrument may comprise two documents.

 

21.5                                    Except as required bythe SCH Business Rules:

 

(a)                        a transferor of Shares remains the holder of the Shares transferreduntil the transfer is registered and the name of the transferee is entered inthe Register in respect of the Shares; and

 

(b)                       a transfer of Shares does not pass the right to any Dividends on theShares until such registration.

 

 

**22.****                                        Proportional takeoverapproval**

 

22.1                                    Registration of a transfer giving effect to a contract resultingfrom the acceptance of an offer made under a Proportional Takeover Bid isprohibited unless and until an Approving Resolution approving the ProportionalTakeover Bid is passed.

 

22.2                                    A person (other than the Bidder or an associate of the Bidder) who,as at the end of the day on which the first offer under the ProportionalTakeover Bid was made, held Bid Class Shares is entitled to:

 

(a)                        vote on an Approving Resolution; and

 

(b)                       has one vote for each Bid Class Share held.

 

22.3                                    Where offers have been made under a Proportional Takeover Bid, theDirectors must ensure that an Approving Resolution is voted on at a meeting ofthe persons described in **clause 22.2**before the Approving Resolution Deadline.

 

22.4                                    An Approving Resolution is passed if more than one-half of the votescast on the resolution are cast in favour of the resolution, and otherwise istaken to have been rejected.

 

22.5                                    The provisions of this Constitution that apply to a general meetingof the Company apply, with such modifications as the circumstances require, toa meeting that is convened under this clause as if the meeting was a generalmeeting of the Company.

 

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22.6                                    If an Approving Resolution to approve the Proportional Takeover Bidis voted on in accordance with this clause before the Approving Resolution Deadline, the Company must,on or before the Approving Resolution Deadline, give:

 

(a)                        the Bidder; and

 

(b)                       each relevant Securities Exchange,

 

a written notice stating that an Approving Resolution to approve theProportional Takeover Bid has been voted on and whether it was passed orrejected.

 

22.7                                    If no resolution hasbeen voted on in accordance with this clause as at the end of the day beforethe Approving Resolution Deadline, a resolution to approve the ProportionalTakeover Bid is taken, for the purposes of this clause, to have been passed inaccordance with this clause.

 

*NOTE:  Under the Corporations Law, this **clause 22**will automatically cease to have effect at midnight on 23 July 2003.*

 

 

**23.****                                        Transfer procedure**

 

23.1                                    Except where the Directors determine(to comply with laws or securities exchange rules of a foreign country), for atransfer of Shares that is not a SCH-regulated Transfer:

 

(a)                        the written transfer instrument must be left at the Office oranother place acceptable to the Company;

 

(b)                       the instrument must be accompanied by a certificate for the Sharesdealt with in the transfer where a certificate has been issued, unless theDirectors waive production of the certificate on receiving satisfactoryevidence of the loss or destruction of the certificate; and

 

(c)                        the Directors may, if the Listing Rules permit, require otherevidence of the transferor’s right to transfer the Shares.

 

23.2                                    For a transfer of Shares that is a SCH-regulated Transfer:

 

(a)                        if the Company participates in a computerised or electronic systemof the kind described in **clause 21.3**, then Share transfers mustbe effected in accordance with the Listing Rules and SCH Business Rules (or thecorresponding laws or securities exchange rules in any other country) applyingto the system; or

 

(b)                       if the Company does not participate in such a system, then theprocedure is the same as in **clause 23.1**.

 

23.3                                    Subject to the Listing Rules, the Company must not charge a fee forany of the following:

 

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(a)                        registering Proper SCH Transfers or any other transfer in accordancewith any computerised or electronic system of the kind described in **clause 21.3**;

 

(b)                       registering paper-based transfers in registrable form;

 

(c)                        splitting certificates, renunciations and transfer forms;

 

(d)                       issuing certificates and transmission receipts;

 

(e)                        effecting conversions between sub-registers;

 

(f)                          noting transfer forms;

 

(g)                       issuing a statement showing the opening balance of the holder on theissuer sponsored sub-register;

 

(h)                       issuing a routine transaction statement to a security holder on theissuer sponsored sub-register; and

 

(i)                           sending a security holder details of a change to the holding whicharises from an issue of securities or an acquisition of rights,

 

except where the issue of a certificate isto replace a lost or destroyed certificate.

 

 

**24.****                                        Right to refuse registration**

 

24.1                                    Subject to **clause 24.3,**the Directors may in their absolute discretion refuse to register anytransfer in any of the circumstances permitted by the Listing Rules.

 

24.2                                    Subject to **clause 24.3**, the Directors must:

 

(a)                        refuse to register any transfer of Shares or other securities whichare Restricted Securities and which is or might be in breach of the ListingRules or any Restriction Agreement entered into by the Company under theListing Rules in relation to the securities, except as permitted by theExchange; and

 

(b)                       refuse to register any transfer where the Company is, or theDirectors are, required to do so by the Listing Rules.

 

24.3                                    Despite **clauses 24.1**and **24.2**, the Company must notrefuse or fail to register or give effect to, or delay or in any way interferewith, a Proper SCH Transfer (or any other transfer in accordance with anycomputerised or electronic system of the kind described in **clause 21.3**) of Shares orother securities.

 

24.4                                    If a person has lodged a transfer which the Directors have refusedto register, the Company must, within 5 Business Days after the date oflodgment, give to the lodging person written notice of the refusal and thereasons for it.

 

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24.5                                    Subject to **clause 24.3**, Restricted Securities cannotbe disposed of during the escrow period except as permitted by the ListingRules or the Exchange.  The Company willrefuse to acknowledge a disposal of Restricted Securities (includingregistering a transfer) except as permitted by the Listing Rules or theExchange.

 

 

# **TRANSMISSION OF SHARES**

 

**25.****                                        Title on death**

 

25.1                                    The legal personal representative of a deceased Member who was thesole holder of Shares is the only person whom the Company will recognise ashaving any title to the deceased Member’s Shares.

 

25.2                                    If a deceased Member was a joint holder of Shares, the other jointholder or holders is or are the only person or persons whom the Company willrecognise as having any title to the deceased Member’s Shares.

 

25.3                                    The estate of the deceased Member will not be released from anyliability to the Company in respect of the Shares.

 

25.4                                    The Company may register or give effect to a transfer to atransferee who dies before the transfer is registered.

 

 

**26.****                                        Entitlement to transmission**

 

26.1                                    A person who becomes entitled to a Share in consequence of thedeath, mental incapacity or bankruptcy of a Member may, subject to **clause 24**and to producing to the Company evidence of its entitlement which issatisfactory to the Directors, elect to:

 

(a)                        be registered as the holder of the Share; or

 

(b)                       transfer the Share to some other person nominated by it.

 

26.2                                    If the person who has become entitled to a Share:

 

(a)                        elects to be registered as the holder, then the person must deliveror send to the Company a written notice of election signed by him or her; or

 

(b)                       elects to transfer the Share, then the person must effect a transferof the Share.

 

26.3                                    An election to be registered as a holder of a Share under **clause26.1(a)** or a transfer of a Share from a Member or deceased Memberunder this **clause 26** is subject to the same limitations, restrictions andprovisions of this Constitution as would apply if the election were a transferor the transfer were made by the Member or deceased Member himself or herself.

 

26.4                                    A person who:

 

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(a)                        has become entitled to a Share by operation of law; and

 

(b)                       has produced evidence of that person’s entitlement which issatisfactory to the Directors,

 

is entitled to the Dividends and other rights of the registered holderof the Share.

 

26.5                                    Where two or more persons are jointly entitled to any Share inconsequence of the death of the registered holder, they will be considered tobe joint holders of the Share.

 

 

# **CHANGES TO SHARE CAPITAL**

 

**27.****                                        Consolidation or division**

 

For the purpose of giving effect to any consolidation or division ofShares, the Directors may, subject to the SCH Business Rules, settle anydifficulty which arises with respect to fractions of Shares in any manner thatthey think expedient.

 

 

# **POWERS OF ATTORNEY**

 

**28.****                                        Powers of attorney**

 

28.1                                    If a Member executes or proposes to execute any document or do anyact by or through an attorney which is relevant to the Company or the Member’sshareholding in the Company, that Member must deliver the instrument appointingthe attorney to the Company for notation.

 

28.2                                    The Company may require the Member to lodge a certified copy of theinstrument for retention by the Company, and ask for whatever evidence itthinks appropriate that the power of attorney is effective and continues to bein force.

 

28.3                                    Any power of attorney granted by a Member will, as between theCompany and the Member who granted the power of attorney:

 

(a)                        continue in force; and

 

(b)                       may be acted on,

 

unless express notice in writing of its revocation or of the death ofthe Member who granted it is lodged with the Company.

 

28.4                                    Where a Member proposes that an attorney represent the Member at ageneral meeting or adjourned meeting, the Member must comply with **clause 49.1**of this Constitution.

 

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# **GENERAL MEETINGS**

 

**29.****                                        Convening**

 

29.1                                    A Director may call a meeting of Members.

 

29.2                                    The Directors must convene annual general meetings in accordancewith the *CorporationsLaw*, to be held by the Company at times to be determined by theDirectors.

 

29.3                                    Members may also request or call and arrange to hold generalmeetings in accordance with the procedures set out in the *Corporations Law*.

 

29.4                                    A general meeting may be held at two or more venues simultaneouslyusing any technology that gives the Members as a whole a reasonable opportunityto participate.

 

 

**30.****                                        Notice**

 

30.1                                    Notice of a general meeting must be given in accordance with the *CorporationsLaw* to the persons referred to in **clause 98.1**.

 

30.2                                    Except as permitted by the *Corporations Law*, general meetings must becalled on at least 28 days notice in accordance with the procedures set out inthe *CorporationsLaw*.

 

30.3                                    A notice convening a general meeting must:

 

(a)                        specify the place, date and time of the meeting (and, if the meetingis to be held in two or more places, the technology that will be used tofacilitate this);

 

(b)                       state the general nature of the business to be transacted at themeeting;

 

(c)                        specify a place and facsimile number and may specify an electronicaddress for the purposes of receipt of proxy appointments;

 

(d)                       subject to the SCH Business Rules, specify particulars of anydetermination made under section 1109N of the *Corporations Law*; and

 

(e)                        comply with any other requirements of the *Corporations Law*.

 

30.4                                    The failure or accidental omission to send a notice of a generalmeeting (including a proxy appointment form) or the postponement of a generalmeeting to any Member or the non-receipt of a notice (or form) by any Memberdoes not invalidate the proceedings at or any resolution passed at the generalmeeting.

 

 

**31.****                                        Business**

 

31.1                                    The business of an annual general meeting will be to:

 

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(a)                        consider the annual financial report and reports of the Directorsand Auditor required by the *Corporations Law;*

 

(b)                       elect directors;

 

(c)                        where relevant, appoint and fix the remuneration of the Auditor; and

 

(d)                       transact any other business which under this Constitution may betransacted at a general meeting.

 

31.2                                    The chairperson of an annual general meeting must allow a reasonableopportunity for the Members as a whole at the meeting to:

 

(a)                        ask questions about or make comments on the management of theCompany; and

 

(b)                       ask the Auditor or their representative questions relevant to theconduct of the audit and the preparation and content of the Auditor’s reportfor the Company.

 

31.3                                    (a)                         The Directors may postpone or cancel any general meeting (other thana meeting requested or called by Members under **clause 29.3**) at any timebefore the day of the meeting.

 

(b)                       TheDirectors must give notice of the postponement or cancellation to all personsentitled to receive notices of a general meeting.

 

 

# **PROCEEDINGS AT GENERAL MEETINGS**

 

**32.****                                        Member**

 

In **clauses 33, 34**and **42**, ‘**Member**’ includes a Member present in personor by proxy, attorney or Representative.

 

 

**33.****                                        Quorum**

 

33.1                                    No business may be transacted at a general meeting unless a quorumof Members is present when the meeting proceeds to business.

 

33.2                                    A quorum of Members is 12 Members entitled to vote and together holdingnot fewer than 80,000 Shares.

 

33.3                                    If a quorum is not present within 30 minutes after the timeappointed for a meeting:

 

(a)                        the meeting is automatically dissolved if it was requested or calledby Members under **clause 29.3**; or

 

(b)                       in any other case:

 

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(i)                                     it will stand adjourned to the same time and place seven days afterthe meeting, or to another day, time and place determined by the Directors; and

 

(ii)                                  if at the adjourned meeting a quorum is not present within 30minutes after the time appointed for the meeting, two Members will be a quorum.

 

 

**34.****                                        Chairperson**

 

34.1                                    The chairperson, or in the chairperson’s absence the deputychairperson, of Directors’ meetings will be the chairperson at every generalmeeting.

 

34.2                                    If:

 

(a)                        there is no chairperson or deputy chairperson; or

 

(b)                       neither the chairperson nor deputy chairperson is present within 15minutes after the time appointed for holding the meeting; or

 

(c)                        the chairperson and deputy chairperson are unwilling to act aschairperson of the meeting,

 

the Directors present may elect a chairperson.

 

34.3                                    If no chairperson is elected in accordance with **clause 34.2**, then:

 

(a)                        the Members may elect one of the Directors present as chairperson;or

 

(b)                       if no Director is present or is willing to take the chair, theMembers may elect one of the Members present as chairperson.

 

34.4                                    If there is a dispute at a general meeting about a question ofprocedure, the chairperson may determine the question and no vote may be takenby the Members on any such determination by the chairperson.

 

 

**35.****                                        General conduct**

 

The general conduct of each general meeting of the Company and theprocedures to be adopted at the meeting will be determined by the chairperson,including the procedure for the conduct of the election of Directors.

 

 

**36.****                                        Adjournment**

 

36.1                                    The chairperson of a meeting at which a quorum is present:

 

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(a)                        in his or her discretion may adjourn a meeting:

 

(i)                                     with the meeting’s consent, at any time; and

 

(ii)                                  without the meeting’s consent, if, in the chairperson’s opinion, itis impractical to seek consent; and

 

(b)                       must adjourn a meeting if the meeting directs him or her to do so.

 

36.2                                    An adjourned meeting may take place at a different venue from theinitial meeting.

 

36.3                                    The only business that can be transacted at an adjourned meeting isthe unfinished business of the initial meeting.

 

36.4                                    If a general meeting has been adjourned for more than 21 days,notice of the adjourned meeting must be given to Members as if it were anoriginal meeting, but otherwise it is not necessary to give notice of anadjourned meeting or the business of the adjourned meeting.

 

36.5                                    A poll cannot be demanded on any resolution concerning theadjournment of a meeting except by the chairperson.

 

 

**37.****                                        Decisions**

 

37.1                                    Subject to the *Corporations Law* in relation to specialresolutions, a resolution is carried if a majority of the votes cast on theresolution are in favour of the resolution.

 

37.2                                    A resolution put to the vote of a meeting is decided on a show ofhands unless a poll is demanded by:

 

(a)                        at least 5 Members entitled to vote on the resolution;

 

(b)                       a Member or Members with at least 5% of the votes that may be caston the resolution on a poll; or

 

(c)                        the chairperson.

 

37.3                                    A poll may be demanded:

 

(a)                        before a vote is taken;

 

(b)                       before the voting results on a show of hands are declared; or

 

(c)                        immediately after the voting results on a show of hands aredeclared.

 

37.4                                    Unless a poll is demanded:

 

(a)                        a declaration by the chairperson that a resolution has been carried,carried by a specified majority, or lost; and

 

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(b)                       an entry to that effect in the minutes of the meeting,

 

are conclusive evidence of the fact without proof of the number orproportion of the votes in favour of or against the resolution.

 

37.5                                    The demand for a poll may be withdrawn.

 

37.6                                    A decision of a general meeting may not be impeached or invalidatedon the ground that a person voting at the meeting was not entitled to do so.

 

 

**38.****                                        Taking a poll**

 

38.1                                    Subject to **clause 38.5**, a poll will be taken when andin the manner that the chairperson directs.

 

38.2                                    The result of the poll will determine whether the resolution onwhich the poll was demanded is carried or lost.

 

38.3                                    The chairperson may determine any dispute about the admission orrejection of a vote, and such determination, if made in good faith, will befinal and conclusive.

 

38.4                                    A poll demanded on the election of the chairperson of a meeting mustbe taken immediately.

 

38.5                                    A poll demanded by the chairperson on any resolution concerning theadjournment of a meeting must be taken immediately.

 

38.6                                    After a poll has been demanded at a meeting, the meeting may continuefor the transaction of business other than the question on which the poll wasdemanded.

 

 

**39.****                                        Casting vote of chairperson**

 

The chairperson has a casting vote (in addition to the chairperson’svotes as a Member, proxy, attorney or Representative) on a show of hands and ona poll.

 

 

**40.****                                        Offensive material**

 

The chairperson may refuse a person admission to, or require the personto leave and not return to, a meeting if the person:

 

(a)                        refuses to permit examination of any article in the person’s possession;or

 

(b)                       is in possession of any:

 

(i)                                     electronic or recording device;

 

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(ii)                                  placard or banner; or

 

(iii)                               other article,

 

whichthe chairperson considers to be dangerous, offensive or liable to causedisruption; or

 

(c)                        causes any disruption to the meeting.

 

 

**41.****                                        Auditor’s right to be heard**

 

The Auditor is entitled to:

 

(a)                        attend any general meeting of the Company;

 

(b)                       be heard at any general meeting of the Company on any part of thebusiness of the meeting that concerns the Auditor in their capacity as auditor,even if:

 

(i)                                     the Auditor retires at the meeting; or

 

(ii)                                  Members pass a resolution to remove the Auditor from office; and

 

(c)                        authorise a person in writing to attend and speak at any generalmeeting as the Auditor’s representative.

 

 

# **VOTES OF MEMBERS**

 

**42.****                                        Entitlement to vote**

 

42.1                                    Subject to this Constitution and to any rights or restrictionsattaching to any class of Shares:

 

(a)                        every Member may vote;

 

(b)                       subject to **clause 46.3** and the *Corporations Law*, on a showof hands every Member has one vote;

 

(c)                        on a poll every Member has:

 

(i)                                     for each fully paid Share held by the Member, one vote; and

 

(ii)                                  for each partly paid Share held by the Member, a fraction of a voteequivalent to the proportion which the amount paid (not credited) is of thetotal amounts paid and payable, whether or not called, (excluding amountscredited) on the Share.  Withoutlimiting the generality of **clause 14.3**, an amount paid on a Share inadvance of a call is not to be taken as paid for the purposes of thisparagraph.

 

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42.2                                    During a breach of the Listing Rules relating to Shares which areRestricted Securities, or a breach of a Restriction Agreement, the holder ofthe relevant Restricted Securities is not entitled to any voting rights inrespect of those Restricted Securities.

 

42.3                                    If a Member:

 

(a)                        dies; or

 

(b)                       through physical or mental infirmity, is incapable of managing theMember’s affairs;

 

and apersonal representative, trustee or other person is appointed under law toadminister the Member’s estate or property, the personal representative,trustee or person so appointed may exercise any rights of the Member inrelation to a general meeting as if the personal representative, trustee orperson (as the case may be) was a Member.

 

 

**43.****                                        Unpaid calls**

 

A Member is entitled to:

 

(a)                        vote; or

 

(b)                       be counted in a quorum,

 

only in respect of Shares on which all calls due and payable have beenpaid.

 

 

**44.****                                        Joint holders**

 

44.1                                    If two or more joint holders purport to vote, the vote of the jointholder whose name appears first in the Register will be accepted, to theexclusion of the other joint holder or holders.

 

44.2                                    For the purposes of this **clause 44**, several executors oradministrators of a deceased Member in whose sole name any Shares areregistered will be taken to be joint holders of those Shares.

 

 

**45.****                                        Objections**

 

45.1                                    An objection to the qualification of a voter may only be raised atthe meeting or adjourned meeting at which the voter tendered its vote.

 

45.2                                    An objection must be referred to the chairperson of the meeting,whose decision made in good faith is final.

 

45.3                                    Subject to **clause 45.4**, a vote which the chairpersondoes not disallow pursuant to an objection is valid for all purposes.

 

45.4                                    A vote which the Listing Rules require the Company to disregard isnot valid.

 

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**46.****                                        Votes by proxy**

 

46.1                                    A Member who is entitled to vote at a general meeting of the Companymay appoint not more than two proxies to attend and vote at the meeting on thatMember’s behalf.

 

46.2                                    If a Member appoints one proxy, that proxy may, subject to the *CorporationsLaw,*vote on a show of hands.

 

46.3                                    If a Member appoints two proxies and the appointment does notspecify the proportion or number of the Member’s votes each proxy may exercise,each proxy may exercise half the votes. However, neither proxy may vote on a show of hands.

 

46.4                                    A proxy may demand or join in demanding a poll.

 

 

**47.****                                        Document appointing proxy**

 

47.1                                    An appointment of a proxy is valid if it is signed by the Membermaking the appointment and contains the information required by subsection250A(1) of the *Corporations Law*.

 

47.2                                    For the purposes of **clause 47.1**, an appointment received at anelectronic address will be taken to be signed by the Member if:

 

(a)                        a personal identification code allocated by the Company to theMember has been input into the appointment; or

 

(b)                       the appointment has been verified or authorised by the Member inanother manner approved by the Directors.

 

47.3                                    A proxy need not be a Member.

 

47.4                                    The Company may send a proxy appointment form to Members in a formwhich has been approved by the Directors.

 

47.5                                    If an appointment of a proxy does not specify the way the proxy isto vote on a particular resolution, the proxy may vote or abstain as he or shechooses. If the appointment does specify the way the proxy is to vote on aparticular resolution, the proxy must vote or abstain in accordance with the *CorporationsLaw*.  Unless otherwiseindicated when voting, if a proxy votes at all, the proxy will on a poll bedeemed to have voted all directed proxies in the manner directed.

 

47.6                                    A proxy’s appointment is valid at an adjourned meeting.

 

47.7                                    A proxy or attorney may be appointed for all meetings or for anynumber of meetings or for a particular purpose.

 

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47.8                                    Unless otherwise provided for in the proxy’s appointment or in anyinstrument appointing an attorney, the appointment of the proxy or the attorneywill be taken to confer authority:

 

(a)                        to vote on:

 

(i)                                     any amendment moved to the proposed resolutions and on any motionthat the proposed resolutions not be put or any similar motion; and

 

(ii)                                  any procedural motion, including any motion to elect thechairperson, to vacate the chair or to adjourn the meeting,

 

eventhough the appointment may specify the way the proxy or attorney is to vote ona particular resolution; and

 

(b)                       to  vote on any motion beforethe meeting whether or not the motion is referred to in the appointment.

 

 

**48.****                                        Proxy in blank**

 

If a proxy appointment is signed by the Member but does not name theproxy or proxies in whose favour it is given, the chairperson may either act asproxy or complete the proxy appointment by inserting the name or names of oneor more Directors or the Secretary.

 

 

**49.****                                        Lodgment of proxy**

 

49.1                                    Subject to **clause 49.3**, the appointment of a proxy orattorney must be received by the Company at least 48 hours (unless reduced inthe notice of meeting to which the appointment relates) before the meeting (orthe resumption of an adjourned meeting) at which the appointee is to attend andvote, together with evidence satisfactory to the Company of its non-revocation.

 

49.2                                    If the appointment purports to be executed under a power of attorneyor other authority, the original document or a certified copy of it must bereceived by the Company at least 48 hours (unless reduced in the notice ofmeeting to which the appointment relates) before the meeting (or the resumptionof an adjourned meeting).

 

49.3                                    The Company receives an appointment of a proxy or attorney and anypower of attorney or other authority under which it was signed when they arereceived at:

 

(a)                        theOffice;

 

(b)                       afacsimile number at the Office; or

 

(c)                        aplace, facsimile number or electronic address specified for that purpose in thenotice of meeting.

 

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**50.****                                        Validity**

 

A vote cast in accordance with an appointment of proxy or power ofattorney is valid even if before the vote was cast the appointor:

 

(a)                        died;

 

(b)                       becamementally incapacitated;

 

(c)                        revokedthe proxy or power; or

 

(d)                       transferredthe Shares in respect of which the vote was cast,

 

unless any written notification of the death, mental incapacitation,revocation or transfer was received by the Company before the relevant meetingor adjourned meeting.

 

 

**51.****                                        Representatives ofcorporations**

 

51.1                                    Any Member which is a body corporate may appoint an individual asits representative as provided by the *Corporations Law.*

 

51.2                                    The appointment of a Representative may set out restrictions on theRepresentative’s powers.

 

51.3                                    The appointment of a Representative, a certified copy of theappointment, or a certificate of the body corporate evidencing the appointmentare each prima facie evidence of a Representative having been appointed.

 

51.4                                    The chairperson of a general meeting may permit a person claiming tobe a Representative to exercise the body’s powers even if he or she has notproduced a certificate or other satisfactory evidence of his or herappointment.

 

 

# **COMPOSITION OF BOARD OF DIRECTORS**

 

**52.****                                        Composition of boardand number of Directors**

 

52.1                                    The board of Directors comprises Non-Executive Directors and ExecutiveDirectors (if any).

 

52.2                                    Subject to the *Corporations Law*, the Directors may fromtime to time determine the number of:

 

(a)                        Non-ExecutiveDirectors, but there must not be fewer than five nor more than 10; and

 

(b)                       ExecutiveDirectors (if any), which must not be more than five.

 

52.3                                    The Directors and the Secretary in office as at the date and timethis Constitution becomes effective continue in office subject to thisConstitution.

 

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# **NON-EXECUTIVE DIRECTORS**

 

**53.****                                        Additional and casualDirectors**

 

53.1                                    Subject to **clause 52.2(a)**, the Directors may appointany person as a Non-Executive Director to fill a casual vacancy or as anaddition to the existing Directors.

 

53.2                                    A Director appointed under **clause 53.1**will hold office only until theend of the next general meeting of the Company but the Director is eligible forelection at that general meeting.  Ifthat general meeting is an annual general meeting, the Director, in retiring inaccordance with this clause will not be taken into account in determining thenumber of Directors who must retire by rotation at that annual general meetingin accordance with **clause 55**.

 

 

**54.****                                        Filling a vacancy**

 

54.1                                    Where:

 

(a)                        aNon-Executive Director’s office becomes vacant between annual general meetings;

 

(b)                       theMembers at an annual general meeting fail to elect a Director to fill a vacancyin the office of a Non-Executive Director; or

 

(c)                        theDirectors create a vacancy by increasing the number of Non-Executive Directorspursuant to **clause 52.2(a)**,

 

theDirectors must fill the vacancy by appointing a Non-Executive Director under **clause 53.1**as soon as possible.

 

54.2                                    If at or at the close of a general meeting a Non-Executive Directorretires, or his or her office of Non-Executive Director becomes vacant for anyreason, the Company may, subject to **clause 56**, elect at the meeting a person tofill the vacated office.

 

 

**55.****                                        Retirement by rotation**

 

55.1                                    At the close of each annual general meeting a number ofNon-Executive Directors shall retire, being the number:

 

(a)                        determinedby the Directors; or

 

(b)                       requiredfor compliance with the Listing Rules; or

 

(c)                        two,

 

whichever is the greatest.

 

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55.2                                    (a)                         The Non-Executive Directors to retire by rotation at an annualgeneral meeting are those Non-Executive Directors who have been longest inoffice since their last election.

 

(b)                       Non-ExecutiveDirectors elected on the same day may agree among themselves, and in default ofagreement determine by lot, which of them must retire.

 

55.3                                    A Director must retire from office at the conclusion of the thirdannual general meeting after the Director was last elected.

 

55.4                                    A retiring Director remains in office until the end of the meetingand will be eligible for re-election at the meeting.

 

 

**56.****                                        Nomination of Director**

 

56.1                                    A person, other than a Director retiring under **clause 55** who seeksre-election or under **clause 53.2** who seeks election, is noteligible for election as a Non-Executive Director at a general meeting unless:

 

(a)                        theperson is proposed as a candidate by a Member (who may be the candidate); and

 

(b)                       the proposing Member leaves a notice at the Office which nominatesthe candidate for the office of Director and includes the signed consent of thecandidate.

 

56.2                                    A notice given in accordance with **clause 56.1**must be left atthe Office not less than 35 Business Days before the relevant generalmeeting unless the candidate was recommended for election by the Directors inwhich case not less than 28 days before the relevant general meeting.

 

56.3                                    A written notice referring to all Non-Executive Director vacanciesand each candidate for election, must be sent to all Members not less than28 days before every general meeting at which an election of a Directorwill take place.  An accidental omissionto send such a notice to any Member or the non-receipt of such a notice by anyMember does not invalidate the election of any Director.

 

**57.****                                        Remuneration ofNon-Executive Directors**

 

57.1                                    Subject to the Listing Rules, the Non-Executive Directors as a wholemay be paid or provided remuneration for their services the total amount orvalue of which must not exceed the aggregate maximum sum from time to timedetermined by the Company in general meeting.

 

57.2                                    The notice convening a general meeting at which it is proposed thatMembers approve an increase of the aggregate maximum sum must state the amountof the increase and the aggregate maximum sum, and any other matters requiredby the Listing Rules.

 

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57.3                                    Subject to the Listing Rules, the remuneration referred to in **clause 57.1**will be divided among the Non-Executive Directors in such proportion and manneras the Directors agree and, in default of agreement, equally, and shall bedeemed to accrue from day to day.

 

57.4                                    Non-Executive Directors may not be paid a commission on or apercentage of profits or operating revenue.

 

57.5                                    If a Non-Executive Director is required to perform services for theCompany which, in the opinion of the Directors, are outside the scope of theordinary duties of a Director, the Company may pay or provide the Directorremuneration determined by the Directors which may be either in addition to orinstead of the Director’s remuneration under **clause 57.1**.  No remuneration may be paid or providedunder this **clause 57.5** if the effect would be to exceed the aggregatemaximum sum of Directors’ remuneration determined by the Company in generalmeeting.

 

57.6                                    Non-Executive Directors may also be paid all travelling, hotel andother expenses properly incurred by them in attending and returning frommeetings of the Directors or any committee of the Directors or general meetingsof the Company or otherwise in connection with the Company’s business.

 

57.7                                    The Company may also pay a premium for a contract insuring a personwho is or has been a Non-Executive Director against liability incurred by theperson as a Director, except in circumstances prohibited by the *CorporationsLaw*.

 

 

**58.****                                        Retirement benefits**

 

Subject to the *Corporations Law*, the Directors may:

 

(a)                        paya gratuity, pension or allowance, on retirement or other vacation of office, toa Non-Executive Director or to any spouse or relative of a Non-ExecutiveDirector; and

 

(b)                       makecontributions to any fund and pay any premiums for the purchase or provision ofany such gratuity, pension or allowance.

 

 

# **EXECUTIVE DIRECTORS**

 

**59.****                                        Appointment andratification of appointment**

 

59.1                                    (a)                        Subject to **clause 52.2(b)**, the Directors may appointan executive officer of the Company or any of its subsidiaries as an ExecutiveDirector.

 

(b)                       TheDirectors may appoint an Executive Director as Managing Director.

 

59.2                                    Every Executive Director (whether or not the Managing Director) willhold office as a Director only until the close of the general meeting of theCompany next succeeding his or her initial appointment as a Director, unlesssuch appointment is ratified at the meeting.

 

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59.3                                    Once ratified as an Executive Director:

 

(a)                        theManaging Director will continue to hold office as a Director without the needfor further ratification;

 

(b)                       each Executive Director other than the Managing Director will holdoffice as a Director only until the close of every third annual general meetingof the Company thereafter, unless such appointment is further ratified at thatmeeting; and

 

(c)                        an Executive Director, if subsequently appointed Managing Director,will thereafter continue to hold office as a Director without the need forfurther ratification.

 

 

**60.****                                        Suspension andtermination of office**

 

60.1                                    The Directors may, subject to the terms of the Executive Director’semployment contract, suspend, remove or dismiss him or her from executiveoffice and appoint another Director in that place.

 

60.2                                    If an Executive Director ceases for any reason to be employed by theCompany or any of its subsidiaries, his or her office of Director will bevacated, unless the Directors decide prior to the termination of employmentthat the Director will remain in office as a Director for a specified periodnot exceeding 12 months after such termination, in which event the office ofDirector will be vacated on the expiration of that period.

 

60.3                                    If an Executive Director is suspended from executive office of theCompany or a Related Body Corporate of the Company, his or her duties andobligations as Director are suspended for the same period.

 

60.4                                    If an Executive Director ceases to be a Director, his or herappointment as Executive Director terminates automatically.

 

60.5                                    A person ceasing to be a Director by virtue of the provisions of **clause 60.2**will not thereby be rendered ineligible for appointment or election as aDirector under any clause other than **clause 59.1**.

 

 

**61.**                                        **Powers of Executive Directors**

 

61.1                                    The Directors may confer on an Executive Director any powersexercisable by the Directors, subject to any terms and restrictions determinedby the Directors.

 

61.2                                    The Executive Directors are authorised to sub-delegate all or any ofthe powers vested in them.

 

61.3                                    Any power conferred pursuant to this clause may be concurrent withbut not to the exclusion of the Directors’ powers.

 

61.4                                    The Directors may at any time withdraw or vary any of the powersconferred on an Executive Director.

 

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**62.****                                        Remuneration ofExecutive Directors**

 

62.1                                    The remuneration of an Executive Director may from time to time befixed by the Directors.  Theremuneration may be by way of salary or commission or participation in profitsor by all or any of these modes but may not be by commission on, or apercentage of, operating revenue.

 

62.2                                    An Executive Director may also be reimbursed for his or her expensesproperly incurred as a Director or in the course of his or her office.

 

62.3                                    The Company may pay a premium for a contract insuring a person whois or has been an Executive Director against liability incurred by the personas a Director, except in circumstances prohibited by the *Corporations Law*.

 

 

# **DIRECTORS GENERALLY**

 

**63.****                                        Qualifications**

 

63.1                                    A Director must hold 2000 fully paid Shares in the Company in his orher own name.  If Shares are convertedinto a larger or smaller number then the number of Shares a Director must holdwill be adjusted accordingly.

 

63.2                                    A Director must hold the requisite share qualification at the timeof the Director’s election or appointment and must continue to hold thatqualification so long as the Director continues to hold office as Director.

 

63.3                                    In addition to the circumstances which disqualify a person frommanaging a corporation according to the *Corporations Law*, no person who has beenan insolvent under administration within the previous five years is eligible tobecome a Director.

 

 

**64.****                                        Entitlement to notice**

 

A Director isentitled to notice of  all generalmeetings and meetings of the holders of any class of Shares.

 

 

**65.****                                        Resignation,suspension, removal and replacement**

 

65.1                                    A Director may at any time vacate the office of Director by givingwritten notice of resignation to the Company.

 

65.2                                    The Company may, subject to the *Corporations Law*, by resolution passed ingeneral meeting:

 

(a)                        removeany Director before the end of the Director’s term of office; and

 

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(b)                       ifthe outgoing Director is a Non-Executive Director, elect another person toreplace the Director.

 

65.3                                    A person elected under **clause 65.2(b)** will  hold office for the remainder of the termfor which the Director replaced would have held office if the Director had notbeen removed.

 

65.4                                    (a)                         If the conduct or position of any Director is such that continuancein office appears to a majority of the Directors to be prejudicial to theinterests of the Company, a majority of Directors at a meeting of Directorsspecifically convened for that purpose may suspend that Director from office.

 

(b)                       The suspended Director may not take part in the business or affairsof the Company until the suspension has been terminated.

 

(c)                        Within 14 days of the suspension, the Directors must call a generalmeeting, at which the Members may consider a motion to remove the Director fromoffice in accordance with **clause 65.2(a)**.

 

(d)                       If a motion to remove the Director from office is not carried at thegeneral meeting convened to consider the matter, the suspension of the Directoris terminated and the Director is reinstated in his or her office.

 

 

**66.****                                        Vacation of office**

 

Theoffice of a Director immediately becomes vacant if the Director:

 

(a)                        exceptwhere the effect of this paragraph is prohibited by applicable law, attains theage of 70 years;

 

(b)                       ceasesto be a Director by virtue of the *Corporations Law*;

 

(c)                        isprohibited by the *Corporations Law* from holding office or continuing as aDirector;

 

(d)                       isliable to pay a call but does not pay the call within 21 days after the date onwhich it is payable;

 

(e)                        isprohibited from holding or is removed from the office of Director by an ordermade under the *Corporations Law*;

 

(f)                          becomesbankrupt or makes any general arrangement or composition with his or her creditors;

 

(g)                       cannotmanage the Company because of his or her mental incapacity or is a person whoseestate is liable to have a person appointed, under a law relating to theadministration of estates of persons who through mental or physical infirmityare

 

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incapable of managing their affairs, to administer it, or becomes inthe opinion of the Directors incapable of performing his or her duties;

 

(h)                       resignsfrom his or her office of Director by notice in writing to the Company;

 

(i)                           isremoved by a resolution of the Company;

 

(j)                           ceasesto hold the required share qualification; or

 

(k)                        isabsent from Directors’ meetings for three consecutive months without leave ofabsence from the Directors.

 

 

# **POWERS AND DUTIES OF DIRECTORS**

 

**67.****                                        Directors to manage company**

 

67.1                                    The business of the Company is managed by or under the direction ofthe Directors who may exercise all powers of the Company that thisConstitution, the *Corporations Law* or the Listing Rules do not require to beexercised by the Company in general meeting.

 

67.2                                    Without limiting the generality of **clause 67.1**, the Directorsmay exercise all the powers of the Company to:

 

(a)                        borrowmoney;

 

(b)                       chargeany property or business of the Company or all or any of its uncalled capital;

 

(c)                        issue debentures or give any other security for a debt, liability orobligation of the Company or of any other person; and

 

(d)                       guaranteeor to become liable for the payment of money or the performance of any obligationby or of any other person.

 

67.3                                    Every Director and other agent or officer of the Company must:

 

(a)                        keepsecret all aspects of all transactions of the Company, except:

 

(i)                                     to the extent necessary to enable the person to perform his or herduties to the Company;

 

(ii)                                  as required by law or the Listing Rules;

 

(iii)                               when requested to disclose information by the Directors, to theAuditor or a general meeting of the Company; and

 

(iv)                              as otherwise permitted by the Directors; and

 

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(b)                       ifrequested by the Directors, sign and make a declaration that he or she will notdisclose or publish any aspect of any transaction of the Company except aspermitted by **clause 67.3(a)**.

 

 

# **PROCEEDINGS OF DIRECTORS**

 

**68.****                                        Directors’ meetings**

 

68.1                                    Any Director may at any time, and the Secretary must on the requestof any Director, call a meeting of the Directors.

 

68.2                                    A Directors’ meeting must be convened by not less than 48 hoursnotice of a meeting to each Director, unless the Directors unanimously agreeotherwise.  The notice may be in writingor given using any technology consented to by all the Directors.

 

68.3                                    An accidental omission to send a notice of a meeting of Directors toany Director or the non-receipt of such a notice by any Director does notinvalidate the proceedings, or any resolution passed, at the meeting.

 

68.4                                    (a)                         Subject to the *Corporations Law*, a Directors’ meeting maybe held by the Directors communicating with each other by any technologicalmeans consented to by all Directors. The consent may be a standing one.

 

(b)                       TheDirectors need not all be physically present in the same place for a Directors’meeting to be held.

 

(c)                        ADirector who participates in a meeting held in accordance with this **clause 68.4**is taken to be present and entitled to vote at the meeting.

 

(d)                       ADirector can only withdraw his or her consent to the means of communicationbetween Directors proposed for a Directors’ meeting if the Director does so atleast 48 hours before the meeting.

 

68.5                                    **Clause68.4** applies to meetings of Directors’ committeesas if all committee members were Directors.

 

68.6                                    The Directors may meet together, adjourn and regulate their meetingsas they think fit.

 

68.7                                    Subject to **clause 70.6**, a quorum for meetings of Directorsis three directors present.  The quorummust be present at all times during the meeting.

 

68.8                                    Where a quorum cannot be established for the consideration of aparticular matter at a meeting of Directors, one or more of the Directors maycall a general meeting of Members to deal with the matter.

 

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**69.****                                        Decisions**

 

69.1                                    Questions arising at a meeting of Directors are to be decided by amajority of votes of the Directors present and voting and, subject to the *CorporationsLaw*, each Director has one vote.

 

69.2                                    Subject to the Listing Rules, the chairperson of a meeting has acasting vote in addition to his or her deliberative vote.

 

 

**70.****                                        Directors’ interests**

 

70.1                                    No contract made by a Director with the Company and no contract orarrangement entered into by or on behalf of the Company in which any Directormay be in any way interested is avoided or rendered voidable merely because ofthe Director holding office as a director or because of the fiduciary obligationsarising out of that office.

 

70.2                                    No Director contracting with or being interested in any arrangementinvolving the Company is liable to account to the Company for any profitrealised by or under any such contract or arrangement merely because of theDirector holding office as a director or because of the fiduciary obligationsarising out of that office.

 

70.3                                    A Director is not disqualified merely because of being a Directorfrom contracting with the Company in any respect.

 

70.4                                    A Director and any firm, body or entity in which a Director has adirect or indirect interest may in any capacity:

 

(a)                        enterinto any contract or arrangement with the Company;

 

(b)                       beappointed to hold any office or place of profit under the Company, other thanthe office of auditor; and

 

(c)                        actin a professional capacity, other than as auditor, for the Company,

 

and theDirector may receive and retain for his or her own benefit any remuneration,profits or benefits as if he or she was not a Director.

 

70.5                                    A Director who has a material personal interest in a matter that isbeing considered at a Directors’ meeting must not:

 

(a)                        bepresent while the matter is being considered at the meeting; or

 

(b)                       voteon the matter,

 

unlesspermitted by the *Corporations Law* to do so, in which case the Director may:

 

(c)                        becounted in determining whether or not a quorum is present at any meeting ofDirectors considering that matter;

 

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(d)                       signor countersign any document relating to that matter; and

 

(e)                        votein respect of, or in respect of any thing arising out of, that matter.

 

70.6                                    The quorum for consideration at a meeting of the Directors of amatter in which one or more Directors have a material personal interest is twoDirectors who are entitled to vote on any motion that may be moved at themeeting in relation to that matter.

 

70.7                                    A Director may be or become a director or other officer of, orotherwise interested in, any related body corporate or any other body corporatepromoted by the Company or in which the Company may be interested as a vendor,shareholder or otherwise and is not accountable to the Company for anyremuneration or other benefits received by the Director as a director orofficer of, or from having an interest in, that body corporate.

 

 

**71.****                                        Remaining Directors**

 

71.1                                    The Directors may act even if there are vacancies on the board.

 

71.2                                    If the number of Directors is not sufficient to constitute a quorumat a Directors’ meeting, the Director or Directors may act only to:

 

(a)                        appointa Director; or

 

(b)                       convenea general meeting.

 

 

**72.****                                        Chairperson**

 

72.1                                    The Directors must elect a Director as chairperson of Directors’meetings and may determine the period for which the chairperson will holdoffice.

 

72.2                                    If no chairperson is elected or if the chairperson is not present atany Directors’ meeting within 10 minutes after the time appointed for themeeting to begin, the Directors present must elect a Director to be chairpersonof the meeting.

 

72.3                                    The Directors may elect a Director as deputy chairperson to act aschairperson in the chairperson’s absence.

 

 

**73.****                                        Delegation**

 

73.1                                    (a)                         The Directors may delegate any of their powers, other than thosewhich by law must be dealt with by the Directors as a board, to a committee orcommittees.

 

(b)                       TheDirectors may at any time revoke any delegation of power to a committee.

 

73.2                                    At least one member of each committee of Directors must be aDirector.

 

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73.3                                    A quorum for committee members is two, of whom one must be aDirector.

 

73.4                                    A committee may be authorised by the Directors to sub-delegate allor any of the powers for the time being vested in it.

 

73.5                                    Meetings of any committee of Directors will be governed by theprovisions of this Constitution which deal with Directors’ meetings so far asthey are applicable and are not inconsistent with any directions of theDirectors.  The provisions apply as ifeach member was a Director.

 

 

**74.****                                        Written resolutions**

 

74.1                                    If all the Directors who are eligible to vote on a resolution havesigned a document containing a statement that they are in favour of aresolution in terms set out in the document, then a resolution in those termsis taken to have been passed by the Directors without a meeting.  The resolution is passed when the lastDirector signs.

 

74.2                                    For the purposes of **clause 74.1**, separate copies of a documentmay be used for signing by the Directors if the wording of the resolution andstatement is identical in each copy.

 

74.3                                    Any document referred to in this clause may be in the form of afacsimile transmission or electronic notification.

 

74.4                                    If a resolution is taken to have been passed in accordance with thisclause, the minutes must record that fact.

 

74.5                                    This clause applies to meetings of Directors’ committees as if allmembers of the committee were Directors.

 

 

**75.****                                        Validity of acts of Directors**

 

If it is discovered that:

 

(a)                        therewas a defect in the appointment of a person as a Director or member of aDirectors’ committee; or

 

(b)                       aperson appointed to one of those positions was disqualified,

 

all acts of the Directors or the Directors’ committee before thediscovery was made are as valid as if the person had been duly appointed andwas not disqualified.

 

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**76.****                                        Minutes**

 

76.1                                    The Directors must cause minutes to be made of:

 

(a)                        thenames of the Directors present at all general meetings, Directors’ meetings andmeetings of Directors’ committees;

 

(b)                       allproceedings and resolutions of general meetings, Directors’ meetings andmeetings of Directors’ committees;

 

(c)                        allresolutions passed in accordance with **clause 74**; and

 

(d)                       alldisclosures of interest made pursuant to section 191 or section 192 of the *CorporationsLaw*.

 

76.2                                    Minutes must be signed by the chairperson of the meeting or by thechairperson of the next meeting of the relevant body, and if so signed will beconclusive evidence of the matters stated in such minutes.

 

 

**LOCAL MANAGEMENT**

 

**77.****                                        General**

 

77.1                                    The Directors may provide for the management and transaction of theaffairs of the Company in any places and in such manner as they think fit.

 

77.2                                    Without limiting **clause 77.1**, the Directors may:

 

(a)                        establishlocal boards or agencies for managing any of the affairs of the Company in aspecified place and appoint any persons to be members of those local boards oragencies; and

 

(b)                       delegateto any person appointed under **paragraph (a)** any of the powers,authorities and discretions which may be exercised by the Directors under thisConstitution,

 

on anyterms and subject to any conditions determined by the Directors.

 

77.3                                    The Directors may at any time revoke or vary any delegation underthis **clause77**.

 

 

**78.****                                        Appointment of attorneysand agents**

 

78.1                                    The Directors may from time to time by resolution or power ofattorney under the Seal appoint any person to be the attorney or agent of theCompany:

 

(a)                        forthe purposes;

 

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(b)                       with the powers, authorities and discretions (not exceeding thoseexercisable by the Directors under this Constitution);

 

(c)                        forthe period; and

 

(d)                       subjectto the conditions,

 

determinedby the Directors.

 

78.2                                    An appointment by the Directors of an attorney or agent of theCompany may be made in favour of:

 

(a)                        anymember of any local board established under this Constitution;

 

(b)                       anycompany;

 

(c)                        themembers, directors, nominees or managers of any company or firm; or

 

(d)                       anyfluctuating body of persons whether nominated directly or indirectly by the Directors.

 

78.3                                    A power of attorney may contain such provisions for the protectionand convenience of persons dealing with an attorney as the Directors think fit.

 

78.4                                    An attorney or agent appointed under this clause may be authorisedby the Directors to sub-delegate all or any of the powers authorities anddiscretions for the time being vested in it.

 

 

# **SECRETARY**

 

**79.****                                        Secretary**

 

79.1                                    There must be at least one secretary of the Company appointed by theDirectors on conditions determined by them.

 

79.2                                    The Directors may, subject to the terms of the Secretary’semployment contract, suspend, remove or dismiss the Secretary.

 

79.3                                    The Secretary is entitled to attend all Directors’ and generalmeetings.

 

 

# **SEALS**

 

**80.****                                        Common seal**

 

If the Company has a Seal:

 

(a)                        theDirectors must provide for the safe custody of the Seal;

 

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(b)                       it must not be used except with the authority of the Directors or aDirectors’ committee authorised to permit use of the Seal;

 

(c)                        every document to which the Seal is affixed must be signed by aDirector and be countersigned by another Director, the Secretary or anotherperson appointed by the Directors to countersign the document; and

 

(d)                       the Directors may determine by resolution either generally or in anyparticular case that the signature of any Director or the Secretary to adocument to which the Seal or a duplicate seal or certificate seal is affixedmay be a facsimile applied to the document by specified mechanical means.

 

 

**81.****                                        Duplicate seals**

 

If the Company has a Seal, the Company may have one or more duplicateseals each of which:

 

(a)                        mustbe a facsimile of the Seal with the addition on its face of the words‘Duplicate Seal’; and

 

(b)                       mustonly be used with the authority of the Directors or a Directors’ committee.

 

 

**82.****                                        Share seal**

 

82.1                                    If the Company has a Seal, the Company may have a certificate sealwhich:

 

(a)                        maybe affixed to Share, option or other certificates;

 

(b)                       mustbe a facsimile of the Seal with the addition on its face of the words ‘ShareSeal’ or ‘Certificate Seal’; and

 

(c)                        mustonly be used with the authority of the Directors or a Directors’ committee.

 

82.2                                    For the purposes of affixing the certificate seal, the Directors maydetermine by resolution either generally or in any particular case that thesignature of any Director or the Secretary may be affixed by specifiedmechanical means.

 

 

# **INSPECTION OF RECORDS**

 

**83.****                                        Times for inspection**

 

83.1                                    Except as otherwise required by the *Corporations Law*, theDirectors may determine whether and to what extent, and at what times andplaces and under what conditions, the financial records and other documents ofthe Company or any of them will be open for inspection by Members other thanDirectors.

 

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83.2                                    A Member other than a Director does not have the right to inspectany financial records or other documents of the Company unless the Member isauthorised to do so by a court order or a resolution of the Directors.

 

83.3                                    Notwithstanding **clauses 83.1** and **83.2**, the books of theCompany containing the minutes of general meetings shall be kept at the Officeand shall be open to inspection of Members at all times when the Office isrequired to be open to the public.

 

 

# **DIVIDENDS AND RESERVES**

 

**84.****                                        Declaration ordetermination of Dividends**

 

Subject to the *Corporations Law* and to the terms on whichshares are on issue and the rights and restrictions attaching to Shares, theDirectors may from time to time by resolution:

 

(a)                        declarea Dividend to be paid to Members on such terms, including the amount, the timefor and the method of payment, as the Directors think fit; or

 

(b)                       determinethat a Dividend is payable on such terms, including the amount, the time forand the method of payment, as the Directors think fit.

 

 

**85.****                                        Amend resolution to payDividend**

 

If the Directors determine that a Dividend is payable under **clause 84(b)**,they may, if permitted by the Listing Rules, amend or revoke the resolution topay the Dividend before the record date notified to the Exchange fordetermining entitlements to that Dividend.

 

 

**86.****                                        No interest**

 

The Company must not pay interest on a Dividend.

 

 

**87.****                                        Reserves**

 

87.1                                    The Directors may set aside out of profits such amounts by way ofreserves as they think appropriate before declaring a Dividend or determiningto pay a Dividend.

 

87.2                                    The Directors may apply the reserves for any purpose for whichprofits may be properly applied.

 

87.3                                    Pending any application of the reserves, the Directors may invest oruse the reserves in the business of the Company or in other investments as theythink fit.

 

87.4                                    The Directors may carry forward any undistributed profits withouttransferring them to a reserve.

 

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**88.****                                        Dividend entitlement**

 

88.1                                    Subject to the rights of persons (if any) entitled to Shares withspecial rights as to Dividend:

 

(a)                        allfully paid Shares on which any Dividend is declared or paid are entitled toparticipate in that Dividend equally; and

 

(b)                       eachpartly paid Share is entitled to a fraction of the Dividend declared or paid ona fully paid Share of the same class equivalent to the proportion which theamount paid (not credited) on the Share is of the total amounts paid andpayable, whether or not called, (excluding amounts credited) on the Share.

 

88.2                                    Without limiting the generality of **clause 14.3**, an amountpaid on a Share in advance of a call is not to be taken as paid for thepurposes of **clause 88.1**.

 

88.3                                    Unless otherwise determined by the Directors, Shares rank forDividend from their date of allotment.

 

88.4                                    Subject to the *Corporations Law* and the SCH BusinessRules, a transfer of Shares registered after the record date notified to theExchange for determining entitlements to a Dividend paid or payable in respectof the transferred Shares, does not pass the right to that Dividend.

 

 

**89.****                                        Restricted Securities**

 

During a breach of the Listing Rules relating to Shares which areRestricted Securities, or a breach of a Restriction Agreement, the holder ofthe relevant Restricted Securities is not entitled to any Dividend in respectof those Restricted Securities.

 

 

**90.****                                        Deductions from Dividends**

 

The Directors may deduct from a Dividend payable to a Member all sumspresently payable by the Member to the Company on account of calls or otherwisein relation to Shares in the Company.

 

 

**91.****                                        Distribution of assets**

 

91.1                                    The Directors may resolve that a Dividend will be paid wholly orpartly by the transfer or distribution of specific assets, including fully paidshares in, or debentures of, any other corporation.

 

91.2                                    If a difficulty arises in making a transfer or distribution ofspecific assets, the Directors may:

 

(a)                        dealwith the difficulty as they consider expedient;

 

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(b)                       fixthe value of all or any part of the specific assets for the purposes of thedistribution;

 

(c)                        determinethat cash will be paid to any Members on the basis of the fixed value in orderto adjust the rights of all the Members; and

 

(d)                       vestany such specific assets in trustees as the Directors consider expedient.

 

91.3                                    If a transfer or distribution of specific assets to a particularMember or Members is illegal or, in the Directors’ opinion, impracticable, theDirectors may make a cash payment to the Member or Members on the basis of thecash amount of the Dividend instead of the transfer or distribution of specificassets.

 

 

**92.****                                        Payment**

 

92.1                                    Any Dividend or other money payable in respect of Shares may be paidby cheque sent through the mail directed to:

 

(a)                        theaddress of the Member shown in the Register or to the address of the jointholder of Shares shown first in the Register; or

 

(b)                       anaddress which the Member has, or joint holders have, in writing, notified theCompany as the address to which Dividends should be sent.

 

92.2                                    Any joint holder may give an effectual receipt for any Dividend orother money paid in respect of Shares held by holders jointly.

 

 

**93.****                                        Election to reinvest Dividend**

 

The Directors may:

 

(a)                        establisha plan under which Members or any class of Members may elect to reinvest cashDividends paid by the Company by subscribing for Shares;

 

(b)                       vary,suspend or terminate the arrangements established under **clause 93(a)**.

 

 

**94.****                                        Election to acceptShares in lieu of Dividend**

 

94.1                                    The Directors may resolve, in respect of any Dividend which it isproposed to pay on any Shares, that holders of those Shares may elect to:

 

(a)                        foregotheir right to share in the proposed Dividend or part of the proposed Dividend;and

 

(b)                       insteadreceive an issue of Shares credited as fully paid.

 

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94.2                                    If the Directors resolve to allow the election provided for in **clause 94.1**,each holder of Shares conferring a right to share in the proposed Dividend may,by notice in writing to the Company given in such form and within such periodas the Directors may decide, elect to:

 

(a)                        foregothe Dividend which otherwise would have been paid to the holder on such of theholder’s Shares conferring a right to share in the proposed Dividend as theholder specifies in the notice of election; and

 

(b)                       receiveinstead Shares to be issued to the holder credited as fully paid, on andsubject to such terms and conditions as the Directors may determine.

 

94.3                                    Following the receipt of duly completed notices of election under **clause 94.2**,the Directors must:

 

(a)                        appropriatefrom the Company’s profits or any reserve available for distribution to Membersan amount equal to the aggregate issue price (if any) of the Shares to be issuedcredited as fully paid to those holders of Shares who have given such noticesof election; and

 

(b)                       applythe amount (if any) in paying up in full the number of Shares required to be soissued.

 

94.4                                    The Directors may rescind, vary or suspend a resolution of theDirectors made pursuant to **clause 94.1** and the arrangementsimplemented pursuant to the resolution.

 

94.5                                    The powers given to the Directors by this **clause 94** are additional tothe provisions for capitalisation of profits provided for by this Constitution.  If the Directors exercise their power tocapitalise profits under **clause 96** then any Member who has electedto participate in arrangements established under this **clause 94** is deemed, for thepurpose of determining the Member’s entitlement to share in the capitalisedsum, not to have so elected.

 

 

**95.****                                        Unclaimed Dividends**

 

All Dividends unclaimed for one year after the time for payment haspassed may be invested by the Directors as they think fit for the benefit ofthe Company until claimed or until required to be dealt with in accordance withany law relating to unclaimed money.

 

 

**96.****                                        Capitalisation of profits**

 

96.1                                    The Directors may resolve:

 

(a)                        tocapitalise any sum being the Company’s profits or any reserve available fordistribution to Members; and

 

(b)                       that:

 

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(i)                                     no Shares be issued and no amounts unpaid on Shares be paid up oncapitalisation of the sum; or

 

(ii)                                  the sum be applied, in any of the ways mentioned in **clause 96.2**,for the benefit of Members in the proportions in which the Members would havebeen entitled if the sum had been distributed by way of Dividend.

 

96.2                                    The ways in which a sum may be applied for the benefit of Membersunder **clause 96.1(b)(ii)**are:

 

(a)                        inpaying up any amounts unpaid on Shares held or to be held by Members;

 

(b)                       inpaying up in full unissued Shares or debentures to be issued to Members asfully paid; or

 

(c)                        partlyas mentioned in **paragraph (a)**and partly as mentioned in **paragraph (b)**.

 

96.3                                    To the extent necessary to adjust the rights of the Members amongthemselves, the Directors may:

 

(a)                        makecash payments in cases where Shares or debentures become issuable in fractions;and

 

(b)                       authoriseany person to make, on behalf of all the Members entitled to a benefit on thecapitalisation, an agreement with the Company providing for:

 

(i)                                     the issue to them, credited as fully paid up, of any such furtherShares or debentures; or

 

(ii)                                  the payment by the Company on their behalf of the amount or any partof the amount remaining unpaid on their existing Shares by the application oftheir respective proportions of the sum resolved to be capitalised,

 

and any agreement made under the authority of **paragraph (b)** is effectiveand binding on all the Members concerned.

 

 

# **NOTICES**

 

**97.****                                        Service of notices**

 

97.1                                    Notice may be given by the Company to any person who is entitled tonotice under this Constitution by:

 

(a)                        servingit on the person;

 

(b)                       sendingit by post, facsimile transmission or electronic notification to the person atthe person’s address shown in the Register or the address supplied by theperson to the Company for sending notices to the person; or

 

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(c)                        (except in the case of a notice of meeting of Members which isrequired to be given individually to each Member entitled to vote at themeeting and to each Director), advertising in one or more of the newspaperspublished in the City of Sydney as determined by the Directors.

 

97.2                                    A notice sent by post is taken to be served:

 

(a)                        byproperly addressing, prepaying and posting the notice; and

 

(b)                       onthe day after the day on which it was posted.

 

97.3                                    A notice sent by facsimile transmission or electronic notificationis taken to be served:

 

(a)                        byproperly addressing the facsimile transmission or electronic notification andtransmitting it; and

 

(b)                       on the day after itstransmission.

 

97.4                                    A notice given by advertisement is taken to be served on the date onwhich the advertisement first appears in a newspaper.

 

97.5                                    A notice may be served by the Company on joint holders under **clause97.1(a)** or **(b)** by giving the notice to the jointholder whose name appears first in the Register.

 

97.6                                    Every person who is entitled to a Share by operation of law and whois not registered as the holder of the Share is taken to receive any noticeserved in accordance with this clause by advertisement or on the person fromwhom it derives title.

 

97.7                                    A Share certificate, cheque, warrant or other document may bedelivered by the Company either personally or by sending it:

 

(a)                        inthe case of a Member who does not have a Registered Address in Australia, byairmail post or in another way which ensures that it will be received quickly,as appropriate; and

 

(b)                       inany other case by ordinary post,

 

and isat the risk of the addressee as soon as it is given or posted.

 

97.8                                    A Member whose Registered Address is not in Australia may specify inwriting an address in Australia as the Member’s Registered Address within themeaning of this clause.

 

97.9                                    A certificate in writing signed by a Director, Secretary or otherofficer of the Company, or by any person that the Company has engaged tomaintain the Register, that a document or its envelope or wrapper was addressedand stamped and was posted is conclusive evidence of posting.

 

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97.10                              Subject to the *Corporations Law* the signature to awritten notice given by the Company may be written or printed.

 

97.11                              All notices sent by post outside Australia must be sent by prepaidairmail post.

 

97.12                              A notice sent by post, facsimile transmission or electronicnotification to a Member’s address shown in the Register or the addresssupplied by the Member to the Company for the purpose of sending notices to theMember is deemed to have been served notwithstanding that the Member has died,whether or not the Company has notice of his or her death.

 

 

**98.****                                        Persons entitled to notice**

 

98.1                                    Notice of every general meeting must be given to:

 

(a)                        everyMember;

 

(b)                       everyDirector;

 

(c)                        theExchange; and

 

(d)                       theAuditor.

 

98.2                                    No other person is entitled to receive notice of a general meeting.

 

 

# **AUDIT AND FINANCIAL RECORDS**

 

**99.****                                        Company to keep financialrecords**

 

99.1                                The Directors must cause the Company to keep written financialrecords and to prepare financial documents and reports in accordance with therequirements of the *Corporations Law* and the Listing Rules.

 

99.2                                The Directors must cause the financial records and financialdocuments of the Company to be audited in accordance with the requirements ofthe *CorporationsLaw* and the Listing Rules.

 

 

# **WINDING UP**

 

**100.****                                 Winding up**

 

100.1                              Nothing in this clause prejudices the rights of the holders ofShares issued on special terms and conditions.

 

100.2                              If the Company is wound up, the liquidator may, with the sanction ofa special resolution of the Company:

 

(a)                        divideamong the Members in kind all or any of the Company’s assets; and

 

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(b)                       forthat purpose, determine how he or she will carry out the division between thedifferent classes of Members,

 

but may not require a Member to accept any Shares or other securitiesin respect of which there is any liability.

 

100.3                              The liquidator may, with the sanction of a special resolution of theCompany, vest all or any of the Company’s assets in a trustee on trustsdetermined by the liquidator for the benefit of the contributories.

 

 

# **INDEMNITY**

 

**101.****                                 Indemnity**

 

101.1                              To the extent permitted by law and subject to the restrictions insections 199A and 199B of the *Corporations Law*, the Company indemnifiesevery person who is or has been an officer of the Company against any liability(other than for legal costs) incurred by that person as such an officer of theCompany (including liabilities incurred by the officer as a director of asubsidiary of the Company where the Company requested the officer to acceptappointment as director).

 

101.2                              To the extent permitted by law and subject to the restrictions insections 199A and 199B of the *Corporations Law*, the Company indemnifiesevery person who is or has been an officer of the Company against reasonablelegal costs incurred in defending an action for a liability or an allegedliability incurred by that person as such an officer of the Company (includingsuch legal costs incurred by the officer as a director of a subsidiary of theCompany where the Company requested the officer to accept appointment asdirector).

 

101.3                              The amount of any indemnity payable under this **clause 101** will include anadditional amount (‘**GST Amount**’) equal to any GST payable bythe officer being indemnified (‘**Indemnified Officer**’) in connection withthe indemnity (less the amount of any input tax credit claimable by theIndemnified Officer in connection with the indemnity).  Payment of any indemnity which includes aGST Amount is conditional upon the Indemnified Officer issuing the Company aGST tax invoice for the GST Amount.

 

101.4                              For the purposes of this **clause 101**, ‘officer’ means:

 

(a)                        aDirector;

 

(b)                       aSecretary; and

 

(c)                        anexecutive officer of the Company as defined by the *Corporations Law*.

 

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