25 Nov

Change of Company Name and Amended Constitution

wrkr Ltd ACN 611 202 414 Level 24, 66 Goulburn Street Sydney NSW 2000 Thursday 25 November 2021 Change of Company Name and Amended Constitution wrkr Ltd (formerly Integrated Payment Technologies Limited) (the Company) advises that following the shareholder approval granted at the Company’s annual general meeting today, the name change of the Company to wrkr Ltd has now been processed by the Australian Securities and Investments Commission and is effective. The new ASX listing code will be WRK. The change of name of the Company and new listing code are expected to take effect on the ASX site on Tuesday 30 November 2021. Attached is the Company’s consolidated Constitution including the changes approved by shareholders at the annual general meeting. Authorised by: Jillian McGregor Company Secretary jmcgregor@inpaytech.com.au Constitution of w r kr Ltd ACN 611 202 414 Table of Contents 1. Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 2 1.3 Replaceable rules 3 1.4 Compliance with the Act 3 1.5 Transitional 3 1.6 Listing Rules and ASX Settlement Operating Rules only apply if Company is listed 4 1.7 Constitution subject to Listing Rules if the Company is listed 4 2. Capital 4 2.1 Power of Directors to issue Shares and other securities 4 2.2 Preference shares 4 2.3 Classes of Shares 6 2.4 Brokerage 6 2.5 Non - recognition of equitable or other interests 7 3. Alteration of capital 7 3.1 Power to alter capital 7 3.2 Power to buy back Shares 7 4. Certificates 7 4.1 Uncertificated holdings 7 4.2 Certificates 7 5. Transfer of Shares 8 5.1 Transfer of Shares 8 5.2 Registration of written transfers 8 5.3 Refusing a transfer 8 5.4 Notice of non - registration 9 5.5 Suspension of transfers 9 6. Transmission of Shares 9 6.1 Transmission of Shares on death 9 6.2 Transmission of Shares by operation of Law 10 6.3 Dividends and other rights 10 7. Calls on Shares 10 7.1 Calls 10 7.2 Liability of joint holders for calls 11 7.3 Interest on unpaid amounts 11 7.4 Fixed sums taken to be called 11 7.5 Prepayments of calls 11 8. Lien on Shares 12 8.1 Company has lien 12 8.2 Exercise of lien 12 8.3 Completion of sale 12 8.4 Application of proceeds of sale 13 Table of Conten ts (ctd) 2 9. Forfeiture and surrender of Shares 13 9.1 Liability to forfeiture 13 9.2 Surrender of Shares 13 9.3 Power to forfeit 1 4 9.4 Notice of forfeiture 14 9.5 Powers of Directors 14 9.6 Consequences of forfeiture 14 9.7 Evidentiary matters 15 9.8 Transfers after forfeiture and sale 15 9.9 Fixed amounts taken to be calls 15 10. Sale of small holdings of Shares 15 10.1 Definitions 15 10.2 Disposal Notice 16 10.3 Limits on Company's power to sell 17 10.4 Sale of Shares 17 10.5 Proceeds of sale 17 10.6 Effect of sale 17 10.7 Further action 17 10.8 Registration of transfer 17 10.9 Costs of sale 18 10.10 Where Shares of 2 or more Members sold 18 10.11 Rights of purchaser 18 10.12 Limit on Member's remedies 18 11. Proportional takeover approval provision s 18 11.1 Interpretation 18 11.2 Transfers prohibited without approval 18 11.3 Meetings 19 11.4 Deemed approval 19 11.5 Proportiona l Bid rejected 19 11.6 Duration of clause 20 12. General meetings 20 12.1 Power of Directors to convene 20 12.2 Notice of general meetings 21 12.3 Annual general meetings 21 12.4 Quorum 22 12.5 If a quorum not present 22 12.6 Chairing meetings 22 12.7 Adjournments 23 12.8 Voting at general meetings 23 12.9 Procedure for polls 24 12.10 Chairperson's casting vote 24 12.11 Representation and voting of Members 24 12.12 Joint holders 24 12.13 Members of unsound mind and minors 25 12.14 Restriction on voting rights - unpaid amounts 25 12.15 Objections to qualification to vote 25 12.16 Direct voting 25 12.17 Number of proxies 26 Table of Conten ts (ctd) 3 12.18 Form of proxy 26 12.19 Where proxy is incomplete 26 12.20 Lodgement of proxies 27 12.21 Validity of proxies 28 12.22 Right of officers and advisers to attend general meeting 28 12.23 Use of technology 28 12.24 Minutes 29 13. Appointment, removal and remuneration of Directors 30 13.1 Appointment and removal 30 13.2 No Share qualification 30 13.3 Retirement at each annual genera l meeting 30 13.4 Remuneration 31 13.5 Vacation of office 32 13.6 Retiring allowance for Directors 32 14. Powers and duties of Directors 33 14.1 Powers of Directors 33 14.2 Appointment of attorneys and representatives 33 14.3 Negotiable instruments and electronic payments 34 15. Proceedings of Directors 34 15.1 Proceedings 34 15.2 Meetings by telecommunications 34 15.3 Quorum at meetings 34 15.4 Chairperson of Dire ctors 34 15.5 Proceedings at meetings 35 15.6 Disclosure of interests 35 15.7 Alternate Directors and attendance by proxy 36 15.8 Vacancies 37 15.9 Committees 37 15.10 Written resolutions 37 15.11 Minutes 38 15.12 Defects in appointments 38 16. Managing Director 38 16.1 Power to appoint Managing Director 38 16.2 Delegation of powers to Managing Director 38 17. Secretaries and other officers 39 17.1 Secretaries 39 17.2 Other officers 39 18. Execution of documents 39 19. Inspection of records 39 19.1 Inspection of records 39 20. Di vidends, reserves and distributions 40 20.1 Power to pay Dividends 40 20.2 Crediting of Dividends 40 20.3 Reserves 40 20.4 Deduction of unpaid amounts 41 Table of Conten ts (ctd) 4 20.5 Distribution in kind 41 20.6 Payment of distributions 41 21. Capitalisation of profits 42 21.1 Capitalisation 42 21.2 Manner in which sums applied 42 21.3 Participation by holders of partly paid shares 42 21.4 Powers of Directors 42 22. Dividend reinvestment and Share plans 43 22.1 Directors may establish plans for Members 43 22.2 Implementing plans 43 22.3 Where not all Members or holders participate 43 22.4 Information and advice to Members 43 22.5 Limit on Directors' obligations 44 22.6 Share incentive plans 44 22.7 Duties and powers of Directors 44 23. Notices 44 23.1 How notice to be given 44 23.2 When notice is given 45 23.3 Notice of general meeting 45 23.4 No notice if no valid address 45 24. Joint holders 46 24.1 Notice to be given by joint holders 46 24.2 Effect of giving notice 46 24.3 Failure to give notice 46 24.4 Receipts 46 25. Wind ing up 46 25.1 Where assets insufficient to repay paid up capital 46 25.2 Where assets sufficient to repay paid up capital 46 25.3 Powers of liquidator 46 25.4 Vesting of property in trustees 47 26. Indemnity and insurance 47 26.1 Definition 47 26.2 Company may indemnify Officers 47 26.3 Documentary indemnity a nd insurance policy 47 27. Restricted Securities 47 27.1 Definitions 47 27.2 Compliance with Listing Rules 47 27.3 Holding lock 48 27.4 Disposals during escrow period 4 8 27.5 Return of capital 48 27.6 Breach of restriction deed or Constitution 48 w rk r Ltd ACN 611 202 414 A Company Limited by Shares Constitution 1. Definitions and in terpretation 1.1 Defin itions The following definitions apply in this Constitution unless the conte xt req uires otherwise: Act means the Corp orations Act 2001 (Cth ) and any regulations made under that statute; ASX means ASX Limited ACN 008 624 691 ; ASX Settlemen t means ASX Settle ment Pty Ltd ACN 008 504 532; ASX Settlement Operating Rules means the opera ting r ules of ASX Settlement from time to time; Board means the Board of Directors of the Company fr om time to time ; Business Day means a day that is not a Saturd ay, Sunday, public holiday or bank holiday in Sydney ; Chair person means the Chair person of Dir ectors appointed under clause 15.4 ; CHESS has the meaning given to that term in the ASX Settlement Operating Rules; Company m ean s wrkr Ltd ACN 611 202 414 ; Constitu tion m eans this constitution as altered or added t o from time to time; CS Facility h as the meaning g iven to the term "prescribed CS facility" in section 761A of the Act; Director m eans a person appointed or elected to the office of director of the Company under this Constitution and includes any alternate director duly acting as a directo r; Dividend incl udes an interim dividend; Government Agency means any government or any public, statutory, governmental (in cluding a local government), semi - governmental or judic ial body, entity, department or authority an d includes any self - regulatory org anisation establ ished under statute; Law means: (a) principles of law or equity established by decis ions of courts; (b) statutes, r egulations or by - laws of the Commonwealth, a Stat e, a T erritory or a Government Agency; and 2 (c) require ments and approvals (including con ditions) of the Commonwealth, a State, a Territory or a Government Agency that have the force of law; Listing Rules means t he Listing Rules of ASX and any other rules and p rocedu res of ASX that apply to the Company while i t is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express writ ten waiver by ASX; Managing Director means a managing director appointed und er cla use 16 ; Marketable Parcel has the meaning given in clause 10.1 ; Member means a person who is entered in the Regi ster as the holder of Shares in the capital of th e Comp any; Member Present means, in connection wit h a meeting, the Member being pres ent in person or by proxy, by attorney and, where the Member is a body corporate, by representat ive, and includes being pre sent at a different venue from the venue at which other Members are participating in the same meeti ng, providing the pre - requisites f or a valid meeti ng at different venues are observed; Official List means the official list of en tities that ASX has admitte d and not removed; Person and words importing per sons i nclude partnerships, associations and bodies corporate, unincorporated bodies and all other en tities or associations recognised by Law as well as individuals; Prescribed Rate means the rate that is the rate specified from time to time by Rule 36.7 of the U niform Civil Procedure Rules 2005 for the pu rposes of section 101 of the Civil Procedure Act 2 005 (NSW) ; Register means the registers and subregisters (if any) of Members to be kept under the Act and the Listing Rules; Registered Office means the re gister ed office of the Company; Restricted Securit ies has the same meaning given to it in the Listin g Rules; Secretary means a person appointed to the office of s ecretary of the C ompany from time to time; a nd Share means a share in the capital of the Comp any. 1.2 I nterpretation In this Constitution, unless t he context requires otherwise: (a) the singular includ es the plural and vice versa; (b) a gender includes the other genders; (c) the headings are used for convenience on ly and do not affect the interpretation of this C onstit ution; (d) other grammatical forms of defined wo rds or expressions have correspond ing meanings; 3 (e) a reference to a document includes the document as modified from time to time and any document replacing it; (f) if something is to be or may be done on a day whi ch is not a Business Day then it must be done on t he next Business Day; (g) the word "pe rson" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any other body or entity whether incorporated or not; (h) the w ord "month" means calendar month and the wor d "year" means 12 months; (i) the word s "in writing" i nclude any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient; (j) a refere nce to a thing includes a part of that thing; (k) a re ference to all or any part of a st atute, rule, reg ulation or ordinance ( statute ) includes that statute as amended, consolidated , r e - enact ed or replaced from time to time; (l) wherever "include", "for example" o r any form of those words or similar expressions i s used, it must be construed as if it were followe d by "(without being limited to)"; (m) a reference to any agency or body, if that ag ency or body ceases to exis t or is reconstituted, renamed or replaced or has its p owers or functions removed ( defunct body ), m eans the agency or body that perfo rms most closely the functions of the defunct body; (n) any expression in this Constitution that is defined in the Listing Rule s has the same meaning as in the Listing Rules; a nd (o) any expression in a provision of this Constitut ion that relates to a particular p rovision of the Act has the same meaning as in that provision of the Act. 1.3 Replaceable rules The replaceable rules contained in the Act are displaced under section 135(2) of the A ct and do not apply to the Company. 1.4 Complian ce with the Act This Constitution is subject to th e Act and where there is any inconsistency between a clause of this Constitution and the Act which is not p ermissible under the Act, the Act prevails to the exten t of the inconsistency. 1.5 Transitional Everyth ing done under this Constitution o f the Company co ntinues to have the same operation and effect after the adoption of any successo r Constitution as if proper ly done under that Constitution. 4 1.6 Listing Rules an d ASX Settlement Operating Rules only apply if Com pany is listed In this Constitutio n, a reference t o the Listing Rules or ASX Settlement Operating Rules: (a) only has effect if at the relevant time the Company is admitted to the Official List and is otherwise to be disregarded; and (b) is to be read taking into account any waivers or exemptions applicable to th e Company. 1.7 Constitution subject to Listing Rules if the Company is listed If the Company is admitted to the Official List, the following clauses apply: (a) desp ite an ything contained in this Constitution, if th e Listing Rules prohibit an act be ing done, the ac t must not be done; (b) nothing contained in this Constitution prevents an act being done that the Listing Rule s require to be done; (c) if the Listing Rules requir e an a ct to be done or not to be done, authority i s given for that act to be done or not to be done (as the case may be); (d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is d eemed to contain that provision; (e) if the Listing Ru les require this Constitution not to contain a pro vision and it contains such a provision, this Constitution is deemed not to cont ain that provision; and (f) if any provision of this Constitution is or becomes incons istent with the Listing Rules, this Constitu tion is deemed not to contain that provision to th e extent of the inconsistency. 2. Capital 2.1 Power of Directors to issue Shares and ot her securities (a) The issue an d the terms of issue of Shares, options over unis sued S hares and other securities of the Company is under the control of the Director s. (b) Any Share, op tion or other security may be issued with such preferred, deferred or other spec ial rights or restrictions, whether with regard to Dividends, voting, return of ca pital, payment of calls or otherwise, as the Directors decide. (c) Clause 2.1(a) has effect without prejudice to any special rights conferred on the holders of any issued Share s, options over unissued Shares or other securiti es. 2.2 Pr eference shares (a) The Company may issue prefer ence shares, which may be issued: (i) on terms that th ey are, at the option of either the Company or the holder or both, liable to be redeemed or converted into Shares; and 5 (ii) on such other terms as the Directors determ ine. (b) Preference shares will confer the right to receive a preferential Dividen d, in priority t o the payment of a Dividend on any other class of shares, at the rate and on the basis determined by the Di rectors at the time of issue of the preference sh ares. The Directors may determine that the prefer ential Dividend will be cumulative . (c) In addition to the preferential Dividend, the Directors may determine at the time of issue of the preference shares that the preference shares may participate with the Sh ares i n Dividends. (d) Preference shares will confer t he right to payment in cash in pri ority to any oth er class of shares, on a winding up or on redemption (in the case of redeemable preference shares) of: (i) the amount paid or agreed to be considered as paid on the p reference shares; and (ii) the amount equal to an y Dividend accrued but unpaid on t he preference sh ares. (e) The Directors may determine at the time of issue of any preference shares that they will confer the r ight to participate with Shares in the assets or profit s of the Company, to the extent determined b y the Directors. (f) Preference shares do not confer a ny further rights to participate in the assets or profits of the Company other t han as set out in this clau se 2.2 . (g) Preference s hare h olders have the same rights as Members to: (i) r eceive notices of general meetings ; (ii) receive notice s, reports and accounts; and (iii) attend general meetings, but do not have the right to vote at general meetings except as set out in clause 2.2(h) . (h) Preference share holders have the right to vote at general meetings : (i) on a proposal: (A) to wind up the Company; (B) to reduce the share capital of the Company; (C) that affect s the rights attached to pr eference shares; or (D) to dispose of all or substant ially all of the Company's property, business and undertaking; (ii) on a resolution to ap prove the terms of any buy - back agreement; (iii) while a Dividend or part of a Dividend in respect of the preference shares is un paid; or 6 (iv) on any question considered at a meeting held d uring the winding up of the Company. (i) The hol ders of redeemable preference shar es have the righ t to require the Company to redeem the preference shares in accordance with the terms of issue. (j) The Company may issue further preference shares ranking pari passu in all respects with (but not in priority t o) other preference shares already issued and the rights of the issued preference shares are not to be taken to have been varied b y the further issue of pref erence shares. 2.3 Classes of Shares (a) This clause appl ies wh en the share capital is divided into differe nt classes of Shares. (b) The rights a ttached to any c lass (unless otherwise provided by the terms of issue of the Shares of that clas s) may, whether or not the Company is being wound up, be varied: (i) with the co nsent in writing of the holders of at least 75% of the issued Shares of that class; or (ii) with the sanc tion of a special resolution passed at a separate general meeting of the holders of the Shares of the class . (c) The provisions of this Constitution relating to gener al meetings apply (with any necessary change s) to meetings of every separate c lass, except tha t any holder of Shares of the class present may demand a poll. (d) Unless otherwise provided by this Constituti on, or by the terms of issue of any Shares, the i ssue o f further Shares ranking equally with existi ng Shares is not a variation or ab rogation of the rights attaching to those existing Shares. (e) The issue of any securities ranking i n priority, or any conversi on of existing securities to securities ranking i n prio rity, to an existing class of preference Sha re is a variation or abrogation of the rights atta ching to those preference Shares and requires approval under clause 2.3(b) . 2.4 Br okerage (a) Subject to the Act and the Listing Rules , the Company may pay brokerage or commission to a ny person in consideration of the person: (i) subscrib ing or agreeing to subscribe (whether absolutely or conditionally) for any Share s in the Company; or (ii) procur ing or agreeing to procure subscriptions (whether absol utely or conditionally) for any Shares in th e Company. (b) Any brokerage or commis sion may be sati sfied by: (i) the payment of cash; (ii) the allotment of Shares of the Company; or 7 (iii) a mixt ure of the above. 2.5 Non - recog nition of equitable or other interests Except as otherw ise provided in this Constitution, the Compa ny must treat the registered holde r of any Share a s the absolute owner of the Share and must not, except as ordered by a court or as required by statute, rec ognise (even when having notice) any equitable or other claim to or interest in the Share on the pa rt of any other person. 3. Alteration of capital 3.1 Powe r to alter capital (a) The Company may, by resolution, make any reduction or alterat ion to the Company's share capital permitted by the Act. (b) Subject to the Ac t and the Listing Rules, a reduction of share capi tal may be effected in any lawful manner, includin g by cancellation of Shares, return of funds or distribution of assets in specie , as the Directors may appr ove. (c) The Directors may do anything required to gi ve eff ect to a resolution altering the Company's s hare capital. (d) If a Member becomes entitled to a fr action of a Share, the Directors may determine how to deal with this, including, without limitation: (i) author ising the sale of fractions of Shares and the dis tribut ion of net proceeds as they see fit, includi ng authorising entry into any agre ement with any p erson on behalf of the relevant Member; or (ii) issuing fractional certificates for f ractions of Shares. 3.2 Power t o buy back Shares The Company may, in accordance with t he Act and the Listing Rules, buy back its o wn Shares on any terms and conditi ons determined b y the Directors. 4. Certificates 4.1 Uncertificated holdings To the extent that dealin gs in Shares or other secur ities take place in CHESS or any other CS Facilit y that provides for dealing in securities in uncer tificated form, the Company is not required to iss ue certificates for those Shares or securities. 4.2 Certificates (a) If the Company is r equired by the Act, the Lis ting Rules or the ASX Settlement Operating Rules to iss ue certificates for Shares or other securiti es of the Company, the Directors m ust cause the Co mpany to issue the certificates. (b) The Directors may cancel any certificates and r eplace lost, stolen or dama ged certificates on such terms and in such a mann er as they determine from time to time. 8 5. Transfer o f Shares 5.1 Transfer of Shares (a) Share s may be transfe rred by: (i) a transfer effected in accordance with the ASX Settlement Operating Rul es (if applicable); (ii) a writ ten instrument of transfer in any form authorised by th e Act; or (iii) any other method of transfer permi tted by the Act and the Listing Ru les. (b) The Directo rs may do anything necessary or desirable to facilitate dealings in the Shares o r other Company securities to be effected through CHESS or any other CS Faci lity. The Company must comply with the ASX Settle ment Operating Rules or the operat ing rules of any other CS Facility, as applicable. (c) No fee may be charged by the Company on the t ransfer of any Shares, exce pt to the extent that the fee is permitted by the Listi ng Rules. (d) A transferor of Shares remains the holder of the Shares until: (i) the t ransfer has been effected in accordance with the ASX Settlement Operating Rules; or (ii) the transfer ee's name is entered in the Register as the holder of the Shares. 5.2 Registrati on of written transfers (a) A written transfer referre d to in clause 5.1(a)(ii) must be: (i) duly executed and stamped (if required by Law); and (ii) lodged for re gistration at the Registere d Office or any other location approved by the Di rector s, together with: (A) the certificate (if any) f or the relevant Shares; and (B) any o ther information that the Directors may require to establish the transferor’s right to transfer the Shares. (b) Subject to any powers of the Company or the Directors to refuse regist ration (under clause 5.3 or otherwise), on compli ance with clause 5.2(a) , the Company must register the transferee a s a Member. (c) The Directors m ay waive compliance with clause 5.2(a)(ii) on receipt of satisfactory evidence of loss or destruction of the certificate . 5.3 Refusing a transfer Subject to the Act, the Listing Rules and the ASX Settleme nt Operating Rules, the Dir ectors may in their absolute discretion ask ASX S ettlem ent to apply a holding lock to 9 prevent a tra nsfer under the ASX Settlement Ope rating Rules, or refuse to register a paper - based transfer, of a Share where: (a) the Company has a lien on the Shares the subj ect of the transfer; (b) the Company is served with a court order that restricts the relevant Member's capacity to transfer the Shares; (c) r egistration of t he transfer may breach an Australian Law and ASX has agreed in writing to the ap plication of a holding lock (which must not breach an ASX Settlement Operati ng Rul e) or that the Company may refuse to registe r a transfer; (d) this Constitution or the Listing Rul es permits them to do so; (e) if the transfer is paper - based, a Law related to stamp duty prohibits the Company from registering it; (f) the transfer does not compl y with the terms of any employee incentive scheme of the Company; (g) if the transfer is paper - based, re gistration of the transfer will create a new holding which at the time the trans fer is lodged is less than a Marketable Parcel; or (h) the Member has agreed in writin g to the application of a holding lock (whic h must not breach an ASX Settlemen t Operating Rule ) or that the Company may refuse to register a paper - based transfer. 5.4 Notice of non - registration If the Di rectors decline to register any transfer of Share s, the Company must, within 5 Business Days after the transfer is lodged with it, gi ve to the person who lodged the transfer written notice of the decision to decline registration and the reason for it. 5.5 Susp ension of transfers Subject to the ASX Settlement Opera ting Rules, the Directors may suspend regist ration of transfers of Shares at a ny times and for any periods as they decide from time to time. 6. Transmission of Shares 6.1 Transmis sion of Shares on death (a) Whe re a Member dies: (i) the surviving Member, where the decea sed Member was a joint holder; and (ii) the legal personal representatives of the d eceased Member, where the Member was a sole holder, are the only persons recognised by the Compa ny as having any title to t he Member’s interest in the Shares. (b) The Directors may r equire evidence of a Member’s death as they think fit. 10 (c) This clause does not re lease the estate of a deceased joint holder from any liability in respect of a Share that had be en jointly held by the hold er with another person or persons. 6.2 Transmission o f Shar es by operation of Law (a) Subject to any applic able Laws, if a person: (i) becomes en titled to a Shar e in consequence of the death, incapacity or bankruptcy of a Member; and (ii) provid es the Directors with any i nformation they reasonably require to establish t heir e ntitlement, the person may, by written noti ce, elect to: (iii) be registered perso nally as holder of the Share; or (iv) have another person registered as the transferee of the Share. (b) All the clauses of this Con stitution relating to transfers and registrations are a pplicable to any transfer as if the death, i ncapacity or bankruptcy of the Mem ber had not occu rred and the notice or transfer were a transfer signed by that Member. 6.3 Dividends and other rights Where a M ember dies, becomes incapacitated or bankrupt, th e Memb er’s legal personal representative or the tr ustee of the Member’s estate (as t he case may be) is, on the production of all information as is properly required by the Director s, entitled to the same: (a) Di vidends, entitlements and other advantages; and (b) r ights (whether in relation to meetings of the Comp any or to voting or otherwise), as the Member woul d have been entitled to if the Member had not died, become incapacitated or bank rupt. 7. Calls on Shares 7.1 Calls (a) Subject to the terms of issue of any Shares, the Direc tors may make calls on a Member in respect o f money unpaid on the Member's Sha res. (b) If the term s of issue of any Shares include a call program for the payment of money unpaid on the Shares, the relevant Members must pay all money payable in accordance with that call program. (c) The Directors may postpon e the time for payment on a call o r may revoke a c all. (d) A call may be payable by instalments. (e) The Directors may differentiate betwe en Members as to the amount of calls to be paid and the times of payment. 11 (f) A call i s made when the resolution of the Directors authorising the call is passed or otherwise as spe cified in the resolution. (g) The Company must send notices of a call to the relevan t Members at least 30 Busin ess Days before the due date for payment. (h) Members who r eceive a call must pay the called amount at the time or times and in the manne r set out in the notice. (i) The non - receipt of a notice of a call, or the accidental omission to gi ve notice of a call, does n ot invalidate the call. 7.2 Liability of joint holde rs for calls The joint holders of a Share are join tly and severally liable to pay al l calls in respe ct of the Share. 7.3 Interest on unpaid amounts (a) If an amount called or otherwise pay able to the Company in resp ect of a Share is not paid before or on the day a ppoint ed for payment of the amount, the person fro m whom the amount is due must pay: (i) interest on the amount from the day appointed for payment of the amount to the time of actual p ayment at a rate determined by the Directors but not exceeding the Prescrib ed Rat e; and (ii) any costs and expenses incurred by th e Company by reason of the non - pay ment or late pay ment. (b) The Directors may waive payment of that interest wholly or in part. 7.4 Fixed sums taken to be called (a) An y sum that, under the terms of issue of a Share, become s payable on issue or at or after a fixed or defined date is, for the purposes of this Constit ution, taken to have been duly called and is payable on the date payable under t he terms of issue. (b) If any o ther sum is not paid when due, all the provisions of th is Constitution relating to payment of inter est and expenses, forfeiture or ot herwise apply as if that sum had become payable by virtue of a call duly made and notified. 7.5 Prep ayments of calls (a) The Direct ors may accept from a Member the whole or a part of the amount unpaid on a Share even if that amoun t has not been called. (b) The Directo rs may authorise payment of interest on the whole or any part of an amount accepted under clause 7.5(a) until the amount becomes payable at a rate, not e xceeding the Prescribed Rate, that is agreed between the Directors and the Mem ber paying the s um. (c) The Directors may at any time repay the whole or any part of any amount paid in advance and any interes t agreed abates from the time of payment. 12 8. Lien on Share s 8.1 Company has lien (a) The Company has an exclus ive first lien on every Share (and the proceeds of sale of every Share) for: (i) any amount due and unpaid in respect of the Share tha t has been called or is pay able at a fixed time; (ii) any amounts which remain ou tstand ing on loans made by the Company to acquire Shares under an employee incentive scheme; (iii) all am ounts that the Company has paid as required by Law in respect of the Share; and (iv) reasonable expenses incurre d because the amount has not been paid and reason able i nterest on the amount from the date it was d ue for payment until the date of p ayment. (b) The Dire ctors may at any time exempt a Share wholly or in part from this clause 8.1 . (c) T he Company’s lien (if any) on a Share extends to all Di vidends payable and entitlements in respect of the Share. The Company may ret ain those Divide nds or entitlements and may apply them in or towards satisfaction of all amounts due to the Company in resp ect of that Share. (d) No person is entitled to exerc ise an y rights or privileges as a Member until the Member has paid all amounts (incl uding reasonable expenses and interest) for the time being payable in respect of every Share hel d by the Member. 8.2 Exercise o f lien (a) Subject to clause 8.2(b) , the Company may sell any Shares on which the Company has a lien, in the man ner that the Dir ectors think fit. (b) A Share on which the Company has a lien may not be sold unless : (i) an amount in respect of w hich the lien exists is payable; and (ii) at least 10 Busine ss Days before the date of the sale, the Com pany has given to the Member or th e person entitle d to the Share by reason of the death, mental incapacity or bankruptcy of the Me mber, a notice in writing d emanding payment of the amount. 8.3 Completion of sal e (a) For the purpose of giving effect to a sale of Sh ares to enforce a lien, the Direct ors may authoris e a person to do everything necessary to effect a transfer of the Shares in favo ur of the purchaser. (b) The Co mpany must register the purchaser as the holder o f the Shares comprised in any transfer, after whic h the validity of the sale may not be disputed by any 13 person and the purchaser is not concerned with the application of the purcha se money. (c) The title of the purchaser to the Shares is not affected by any ir regula rity or invalidity in connection with the sa le. (d) The purchaser is discharged fr om liability for any calls which were in default before the purchase of those Shares, unless oth erwise expressly agreed. (e) Th e only remedy of any person aggrieved by any sale of a Share under this clause 8 is in damages and again st the Company e xclusively. 8.4 Application of proceeds of sale The proceeds of a sale made to enfor ce a lien must be applied b y the Company in the following order: (a) firstly, in payme nt of the costs of enforcement of the lien a nd of the sale; (b) secondly, in satis faction of the a mount in respect of which the lien exists as is then payable to the Company (inc luding expenses and interes t); and (c) thirdly, the residue (if any) to or at th e dire ction of the person registered as the holder of the Shares immediately prior t o the sale, on p roduction of any evidence as to title required by the Directors. 9. Forfeiture and surrender of Shares 9.1 Liabili ty to forfeiture (a) If a Member fails to pay a call or ins talment of a call when due, the Directors ma y, at any time afterwards while an y part of the ca ll or instalment remains unpaid, serve a notice on the Member requiring payment of so much of the unpaid ca ll or instalment, together with any accrued inter est an d all expenses incurred as a result of the n on - payment. (b) The notice must: (i) speci fy a day at leas t 10 Business Days after the date of the notice by which the payment is to be ma de and a place where the pa yment is to be made; and (ii) state that the Shares in respe ct of which the call was made are liable to be forfeited if payment is not mad e by the time sp ecified. 9.2 Surrender of Shares Subject to the Act and the Listing Rules, the Direc tors may accept the: (a) surren der of any fully paid Share by way of compromise of any question as to the proper registration of t he holder or in satisfaction of an y payment due to the Company; and (b) gratuitous surrender of any fully paid Share. 14 Any Share so sur rendered may be disposed of in the same manner as a forfeited Share. 9.3 Power t o forf eit (a) Subject to the Act and the Listing Rules , if the requirements of a notice under clause 9.1 are not complied with, any Share in respect of whi ch the notice has been give n may, at any time afterwards but before the paym ent re quired by the notice has been made, be forfe ited by a resolution of the Direct ors to that effe ct. (b) Such a forfeiture includes all Dividends declared in respect of the forfeite d Shares and not actually p aid before the forfeiture. 9.4 Notice of forfeiture (a) N otice of the resolution approving the forfeiture m ust be given to the Member in whos e name the Share was registered immediately before the forfeiture and an entry of the forfeiture and its date must be made promptly in the register. (b) The validity of any for feitur e is not affected in any way by any omission to give the notice or to make the entry in the re gister in accordance with clause 9.4(a) . 9.5 Powers of Directors (a) A forfeited Share may be sold or otherwise disposed of as the Dire ctors think fit. (b) A forfeiture of a Share may be ca ncelled on the terms that the Dire ctors think fit at any time before a sale or disposition of the Share. (c) The proceeds of sale of a forfeited Share must be ap plied in the following order: (i) firstly, in payment of al l costs of or in relation to the sale; (ii) secon dly, in satisfaction of the amount in respect of t he Shares as is then payable to the Company (including interest); and (iii) thirdly, t he residue (if any) to or a t the direction of the person registered as the h older of the Shares immediately prior to the sale or to the person’s estate, on prod uction of any ev idence as to title required by the Directors. 9.6 Consequences of forfeiture A perso n whose Shares have been fo rfeited: (a) ceases to be a Member in respect of the forfei ted Shares at the time of the Directors' res olution approving the forfeiture; (b) has no claims or demands against the Company in respect of those forfeited Shares; (c) has no other rights to the forfeited Sha res except any rights expressly provided by the A ct or this Constitution; and (d) remains liable to pay to the Company all amounts that, at the date of f orfeiture, were payable by the person to the Company in respect of the Shares in cluding, if the Directors t hink fit, reasonable expenses of the sale or disp osal o f the Shares 15 and interest at the Prescribed Rate on the unpaid amounts from th e date of forfei ture until the date of payment. 9.7 Evidentiary matters Without prejudice to claus e 9.4 , a statement in writing by a Director or a Secr etary of the Company to the effect that: (a) a S hare in the Company has been duly forfeited on a d ate specified in the statement; or (b) a particular amount is payable by a Member or former Member to the Compa ny at a particular date in respect of a call or i nstalm ent of a call (including interest), is, in t he absence of manifest error, conc lusive evidence of the facts set out in the statement as against all persons claiming to be enti tled to the Share and again st the Member or former Member who remains liable to th e Company under clause 9.6(d) . 9.8 Transfers after fo rfeiture and sal e (a) The Company may: (i) receive the proceeds of sale or of disposition of a forfeited Share; and (ii) transfer the Sh are to the transferee. (b) On registration of the tra nsfer, the transferee is not bound to see to the a pplication of any money paid as co nsideration. (c) The title of the transferee to the Share is not affected by any irregularity or inv alidity in connection with the forfeiture, sale or disposal of the Share. 9.9 Fi xed am ounts taken to be calls The provisions of th is Constitution relating to forfei ture apply to no n - payment of any sum that becomes payable for a Share at a defined time, as if t hat sum was payable as a ca ll duly made. 10. Sale of small holdings of Shares 10.1 De finiti ons In this clause: Disposal Notice means a written notice given to the holder of a Small Hold ing under clause 10.2(b) ; Issuer Sponsored Holding has the meaning given in th e ASX Settlement Operating Rules; Marketable Parc el has the meaning given in the Listing Rules; and Small Holding means a parcel of S hares that is le ss than a Marketable Parcel. 16 10.2 Disposal Notice (a) This clause 10 sets out the proce dures by which the Company may sell Shares which are a Small Holding. (b) If the Directors determine th at a Member's holding of Shares is a Small Holding , they may send a Disposal Notice to that Member stating that the Company intend s to sell the relevant Shar es, unless within 6 weeks from the date the Dispo sal No tice is sent: (i) the Member's holding of Shares increases to at least a Marketabl e Parcel; (ii) the M ember no longer holds the Shares; or (iii) the Member gives written notice to the Comp any stating that it wishes to retain its holding. (c) If at 5.00 pm Sydney time on th e last day of the 6 week period referred to in clause 10.2(b) the Member stills holds the Shares the subject of the Disposal Notice and: (i) the Memb er's holding of Shares has not increased to at least a Marketable Parcel; an d (ii) the Member has not given a written notice to the Company under clause 10.2(b)(iii) , the Member is deemed to have irrevocably appointed the Company as its agent to sell the Shar es as contemplated by clause 10.4 and to deal with the proceeds of sal e in accordance with clause 10.5 . (d) In addition to the powers of the Company and the Directors set o ut above, the Company may s ell a Member's Shares that constitute a Small Hol ding i f, any time after the adoption of this claus e, the Shares are in a new holding created by the transfer of a parcel of Shares that was less than a Marketable Parcel: (i) at the ti me a transfer under the ASX Settlement Operating Rules was initiated; or (ii) in the ca se of a paper - based transfer document, at th e time it was lodged with the Comp any. (e) Where claus e 10.2(d) applies: (i) the Company may give the Member notice in writing stating t hat the Company intends to sell or dispose of the Share s, and that the proceeds of the sale, less t he costs of the sale, will be sent to the Member a fter the sale has been effected; (ii) the Member is deemed to have irrevocably appoi nted the Company as its age nt to sell the Shares as contemplated by clause 10.4 and to deal with the proceeds of sale in accordance with clause 10.5 ; and (iii) the Directors may remove or change the Membe r's right to vote and to re ceive Dividends. Any Dividends that have been wi thheld must be sent to the Member after the sale o f the Member's Shares. 17 10.3 Limits on C ompany's power t o sell (a) The Company may only exercise its powers under clause 10.2 once in any 12 month period. (b) The Company's power to sell unde r clau se 10.2 lapses following the announcement of a ta keover bid for t he Company. The procedure may be started again after the close of the offers ma de under the takeover. 10.4 Sale of Shares (a) The Company may sell the Shares which make u p less than a Marketable Parcel as soon as p racticable at a price which the Di rectors consider to be the best price reasonably obtainable for the Shares at the time they are sold. (b) For the purposes of e ffecting a sale, the Company may, in accordance w ith th e ASX Settlement Operating Rules, move the S hares from a CHESS holding to an I ssuer Sponsored Holding or into certificated form. 10.5 Proceeds of sale (a) For a sale arising from clau se 10.2(c) , the proceeds of the sale will not b e sent to the former Member until the Company has received any certificate relating to the Shares (o r is satisfied that the certificate has been lost or destroyed). (b) For a sale aris ing from clause 10.2(d) , the proceeds of sale ( less t he costs of the sale) must be sent to the Me mber after the sale. (c) For a sale ar ising under this clause 10 , other than under clause 10.2(d) , the Company or the purchaser must pay the costs of th e sale . (d) All money payable to a former Member under this clause which is unclaimed fo r 1 year after p ayment may be invested or otherwise made use of by the Directors for the benefit of the Company until claim ed or otherwise disposed of according to Law. No money payable under this clause by the Company to a former Member bears interest as against the Com pany. 10.6 Effect of sale The exercise by the Company of its powers under this clause 10 extinguishes all interests in the Shares of the f ormer Member, and all claims against the Com pany in respect of those Shares by that Member inc luding all Dividends (whether final or interim) determined to be paid in respect of those Shares and not ac tually paid or accrued. 10.7 Further action The Secr etary may take any action on behalf of a Member to give effect to this clause as the Secretary consi ders necessary. 10.8 Registration of transfer The Company may register a transfer of Shares whether or not any c ertificate for the Shares has been delivered to t he Com pany. 18 10.9 Costs of sale For a sale arising from clause 10.2(c) , the C ompany bears the costs of sale of the Shares (but is not liable for tax on incom e or capital gains of the f ormer Member). 10.10 Where Shares of 2 or more Members sold I f the Shares of 2 or more Members to whom th is clause applies are sold to 1 pu rchaser, the tra nsfer may be effected by 1 transfer. 10.11 Rights of purchaser (a) A certificate signed by the Secretary stating that Shares sold under this clause have been properly sold discharges the purchaser of those Shares fro m all liability in respect of the purchase of thos e Shares. (b) When a purchaser of Shares is registered as the holder of the Shares, the purchaser: (i) is not bound to see to the regularity of the actions and proc eeding s of the Company under this clause or to the application of the proceeds of sa le; and (ii) has titl e to the Shares which is not affected by any irregularity or invalidity in the a ctions and proceedings of t he Company. 10.12 Limit on Member's remedies Any remedy of an y Member to whom this clause applies in resp ect of the sale of the Member's Sh ares is limited to a right of action in damages against the Company to the exclusion of any othe r right, remedy or relief a gainst any other person. 11. Proportional takeover ap proval provisions 11.1 Interpretation In this clause 11 : (a) Asso ciate in relatio n to another person has the meaning given to that term in the Act for the purpos es of subdivision C of Chap ter 6.5 of the Act; (b) Bidder means a person making an of fer for Shares under a Proportional Bid; (c) Pro portional Bid means a proportional takeover bid as defined in section 9 of the Act; and (d) Relevant Day , in relation to a Proportiona l Bid, means the day that i s 14 days before the last day of the bid period. 11.2 Transf ers prohibited without approval Where a Prop ortional Bid in respect of Shares included in a cl ass of Shares in the Company has been made: 19 (a) the registration of a transfer givin g effect to a contract resu lting from the acceptance of an offer made under the Pr oportional Bid is prohibited unless and unti l a resolution ( Approving Resoluti on ) to approve t he Proportional Bid is passed, or is deemed to have been passed, in accordance w ith Subdivision C of Chapte r 6.5 of the Act; (b) a Member (other than the Bidder or an Associate of the Bidder) who, as at the end of the day on which the first off er under the Pro portional Bid was made, held Shares included in the bid class is entitled to vot e on an Approving Resolutio n and, for the purposes of so voting, is entitled to 1 vote for each such Share; (c) neither the Bidder nor an Associate of the Bidder ma y vote on an App roving Resolution; (d) an Approving Resolution must be voted on at a meeting of the Members entitled to vote on the resolution which has been convened and condu cted b y the Company; and (e) an Approving Resolution i s passed if more than 50% of the v otes cast on the resolution by Members Present and entitled to vote on the resolution are in fav our of the resolution. 11.3 Meet ings (a) The provisions of this Constitution relating to a general meeting of the Company apply, with s uch modifications as the circumsta nces require, in relation to a meeting that is convened for the purposes of this clause 11 . (b) T he Directors of the Company must ensure that the Approv ing Resolution is voted on in accordance wit h this clause before the Relevant Day. (c) Where an Ap proving Resolution is voted on in accordance with this clause, then before the R elevant Day, the Company mu st: (i) give to the Bidder; and (ii) serve on ASX, a writt en not ice stating that a resolution to approve the Proportional Bid has been voted o n and that the r esolution has been passed or has been rejected, as the case requires. 11.4 Deemed app roval Where, as at the end of the day before the Relevant Day in relation to a Pro portional Bid, no Approving Resolution to ap prove the Proportional Bid has bee n voted on in ac cordance with this clause, an Approving Resolution to approve the Proportional B id is, for the purposes of this clause, deemed to have been passed under thi s clau se 11 . 11.5 Proportio nal Bid rejected Where an Approvi ng Resolution is voted on and is rejected then: 20 (a) despite section 652A of the Act, all offers unde r the Proportional Bid that have not, as at the end of the Relevant Day, res ulted in binding contracts are deemed to be withdr awn at the end of the Relevant Day ; (b) the Bidder mus t immediately, after the end of the Relevant Day, return to each Member any docu ments that were sent by the Member to the Bidder with the acceptance of the offer; (c) the Bidder may rescind and must, as soon as practicable after the end of the Relevant Day, re scind each contract resulting from the acceptance of an offer made under the Pro portional Bid; and (d) a Member who has accepted an offer made under the Proport ional Bid is entitled to rescind the contract (if any) resulting from that acceptanc e. 11.6 Duration of c lause This clause 11 ceases to have effect on the la ter to occur of: (a) the third anniversary of its adoption; or (b) the third anniver sary o f its most recent renewal effected under the Act. 12. General meetings 12.1 Power of Di rectors to conve ne (a) The Directors may convene a general meeting of Members whenever they think fi t. (b) The Members may require the Directors to convene a general meeting as per mitted by the Act. (c) Subject to the Act, the Directo rs may cancel or postpone any gene ral meeting or c hange its venue or remove the offering of, any venue or technology at a g eneral meeting by giving appropria te notice to all persons to whom the notice of th e orig i nal meeting was given, but may not cancel a general meeting which was called or requisitioned by persons other than the Directors without their prior written consent. (d) In r elation to general meetings of Members, a meeting includes: (i) all adjournmen ts of a meeting; and (ii) any meeting convened to be he ld by those entitled to be present, meeting simult aneously in different locations or using one or more te chnolo gies as determined by the Dir ectors. (e) Subject t o clause 12.23, the Chairperson must be reasonabl y sati sfied that : (i) the Members Present as a whole have a reas on able opportunity to hear and participate in the business of the general meeting as it is bei ng conducted, b oth at the venue at which the Chair per son of the general meeting is present and at other venue s ; and 21 (ii) satisfactory provision is m ade at each venue fo r the recordi ng of all votes cast, and the gener al meeting is t a ken to be held where the Chairperso n of the general meeting conducts the meeting a nd all proceedings conducted in that manner are as valid and effective as if cond uc ted at a single gathering of a quorum of those entitled to be prese nt. 12.2 Notice of g e neral meetings (a) Each notice convening a gene ral meeting must specify: (i) the place, date and t ime of the meeting (and, if the meeting is to be h eld in 2 or more places, the te ch nology that will be used to facilitate this); (ii) if the meeting is to be held in 2 or more places or using one or more techn o l ogies , how those entitled to attend the meeting m ay participate in, vote at and appoint proxies for th e meeting; (iii) i n the case of m eetings held using one or m ore technologies, how those enti tled to attend the meet ing may attend the meeting in cluding details of any access and security arrangeme nt s relating to the te c hnol ogy or technologies; and (iv) t he gen eral n a ture of the business to be transacted at the meeting. (b) Notice of a general meeting must be pro vided to Member s at le ast 28 clear days before the meeting is to be held. (c) A notice convening an a nnual genera l meeting need not state the general nature of busine s s of the kind referred to in clause 12.2(a) but, if the business inc ludes the elect ion of Directors, the names of the candidate s for election must be stated. (d) The non - receipt of a notice convening a general meeting by, or the accid e ntal omission to give noti ce to, any person entitled to receive notice does not invalidate th e proceedings a t or an y resolution passed at the meeting. (e) S ubject to the requirements of the Act , t he Company may give notice s of general meetin g and any o the r i n formation to be p rovided w ith a notice of general meeting or in relation to a g eneral meeting to Members ele ctronically by notifying the Member: (i) that th e notice and other information is available; and (ii) ho w the Member may use electronic means to acces s the n otice and other inf ormatio n . 12.3 Annual general meetings Annual general meetings of the Company must be he ld in a ccordance with the Act and the Listing Rules. The busi ness of an annual general meeting is t o : (a) consider the annual report, Direct ors’ report and the au ditor’s report; (b) ele ct Directors; 22 (c) (where relevant) appoint the auditor; (d) fix the remuneration of th e audi t ors; and (e) transact any othe r business that may be proper ly brought before the meeting. 12.4 Quorum (a) N o business may be transacted at any general meeting unless a quorum of Member s is present at the time when the meeting proceeds to business. (b) Except as othe rwise p rovided in this Constituti on, a quorum constitutes: (i) 3 M embers Present; or (ii) where the total num b er of Members is less than 3, all th ose Members being the Members Present. 12.5 If a quorum not present If a quorum is not present within 15 minutes after the t ime ap p ointed for the general mee ting: (a) where the meeting is co nvened on the requisition of Members, t he meeting mus t be dissolved (subjec t to clause 12.7(a) ); and (b) in any other case: (i) the meeting stands adjourned to a day and at a ti me and place as the Directors dec ide or, if no decision is mad e by the Directors, to the same day in the next week at the same time and p lace; and (ii) if at the ad journed meeting a q uorum is not present within 15 minutes after the time appointed for the meetin g, the meeting must be dissolved. 12.6 Chairing meetings (a) Subject to clause 12.6(b) , the Chairperson must chair every gen eral meetin g. (b) Where a general meeting is held and: (i) there is no Chairperson ; or (ii) the Chairpers on is n ot present within 15 minut es after the time appointed f or the meeting or is unwilling to act as chair, the D irectors p resent must choose one of their nu mber or, in the abs ence of all Directors or if none of the Directors present wish to act, the Mem bers P r esent must elect one of th eir number to chair the meeti ng. (c) Where a person is appointed to cha ir a meeting un der clause 12.6(b) , in rel ation to that meeting, references to the Chairperson in this Constitution incl ude a r eference to that person. 23 12.7 A djournments (a) The Chair person of the general meeting may, and must if so dir ected by the meeting, adjo urn the meeting fr om time to time and from place to place. (b) No business may be transacted at any continuation of an adjour n ed meeting other than the business left unfinished at t he meeting which has been adjourned. (c) W hen a meeting i s adjourned for 30 days or more, notice of t he adjourned meetin g must be give n as in the case of an original meeting. (d) Except as provided by c lause 12.7(c) , it is not necessary to give any notice of an adjournment or of the business to be transacted at an ad journed meeting. 12.8 V oting at general me etings (a) Subject to clause 12.8(f) and 12. 8 (g) , a ny res olution to be considered at a g eneral meeting will be dec ided on a show of hands unles s a poll is demanded at or before the declaration of the result of the show of h ands. Before a v ote is taken, the Chairperson of the meeting must inform the meeting of how many proxy vo tes ha v e been received and how th e proxy votes are to be cast on that resolution. (b) Subject to c lause 12.8(f) and 12. 8 (g) , a declaration by the Chairper son of the general meeting that a resolution has on a show of hands been carried or lost and an e ntry t o that effect in the minute s of the meeting is conclusiv e evidence of the fact without the nee d to show the n umber or proportion of the votes recorded in favour of or again st the resolution. (c) A poll may be demanded: (i) by the Chairperson of the g eneral meeting; (ii) by at least 5 Mem bers Present and having the r ight to vote at the meeting; or (iii) by a M ember or Member s Present with at least 5% of the votes that may be cast on the resolution on a poll. (d) The demand for a poll may be withdrawn. (e) A poll may not be de m anded on the election of a person to chair a meeting or on a resolution for adjournment. (f) Unle ss the Chairper son decides otherwise in the circumstances , a ny reso lution to b e considered at a general meeting and which seeks an approval under (or in con nectio n with) the Listing Rules w ill be decided by way of a po ll. (g) Where the general meeting is to be (or is being) conducted using one or more technologies, un less the Chairperso n decides otherwise, a vote taken at the meeting must be taken on a poll, and not on a show of hands, to give e ach person entitled to vote t he opportunity to participate in the v ote in real tim e or, where practicable, to record their vot e in adv ance of the meeting. (h) Th is clause 12.8 is subject to the requirements of the Act . 24 12.9 Procedu re for polls (a) A poll, when demande d, is to be taken in the manner and at the time the Chairpe rson of the gen eral mee ting directs. (b) The result of the poll is a resolution of the general meeting at which the p oll was demanded. (c) The dema nd for a poll doe s not p revent a general meeting f rom proceeding with any other business. 12.10 Chairperson 's casti ng vote Subject to the Act and the Listing Rules, in the ca se of an equality of vot es on a show of hands or on a poll the Chairpers on of the general meeti n g has a casting vote in ad dition to any vote to which that Chairperson may otherwise be entitled. 12.11 Re presenta tion and voting of Members Subject t o this Constitution and any rights or re strictions for the time being attached t o any c lass or cl asses o f Shares: (a) at general meeti ngs of Members or classes of Members each Member entitled to attend and vote may a ttend an d vote in person or by proxy, or att orney and (where the Member is a body co rporate) by representative; (b) on a show of hands: (i) every Mem ber Pr e sent having the right to v ote at the meeting has 1 vote; (ii) every person present who represents more than one Member, either personally, by proxy, attorne y or as representative, has 1 vote; (c) on a poll, every Member Present has: (i) 1 v ote for each full y paid Share; and (ii) in the case of partly paid Shares, that proportion of a vote as is equal to the pr oportion which the amou nt paid up on that Member’s Share be ars to the total issue price for the Share, excluding calls paid in advance of t he due date for p ayment ; (d) subject to the Act, a ref erence in this Constitution to a Member or other person entitled to attend a gener al meeti ng bein g present at the meeting is a reference to a Member or other person enti tled to attend present in person or b y proxy, attorney or re p resentative (and whether i n physical attendance or by using any technology approved by the Bo ard in accordan ce with this Constitution). 12.12 J oint holders Wh ere more than 1 joint holder votes, the vot e of the holder whose name appears fi rst in the Regist er mus t be accepted to the exclus ion of the others whether the vote is given personally, by attorney or proxy. 25 12.13 Memb ers of u ns ound mind and minors (a) If a Member i s: (i) of unsound mind; (ii) a person whose person o r estate is liable to be dealt with i n any way under t he Law relating to mental health; or (iii) a minor, the Member’s committee or trustee or any other person who has proper manageme nt or guardianship of the Member’s e state or affairs may, subject to clause 12.13(b) , exerc ise any rights of the M e mber in relation to a gene ral meeting as if the committee, trustee or other person were the M ember. (b) Any pers on with po wers of management or guardianship cannot exercise any rights under clause 12.13(a) unles s the person has provid e d the Directors with satis factory evidence of the person’s appointment and status. 12.14 Restrictio n on voting rig hts - un pa id amounts A Member is not entitle d to vote in respect of a security giving t he holder the right to vote unless al l calls and other sums p resently payable by the Me mber in respect of that security have been paid. 12.15 Objections to qual ification to vo te (a) An ob je ction to the qualification of a pe rson to vote may be raised only at the meet ing or adjourned meeting at which the vote objected to is te n dered. (b) Any objection must be referred to the Chairperson of the meeting, whose decisi on is final. (c) A vote all owed after an objection is valid for all purposes. 12.16 Direct voting (a) The Directors may dete rmine that, at any general me eting or class me eting, a Member who is entitled t o attend and vote on a resolution at that meeting is entitled to vo te by direct vo te in re spect of that resolution. A direct vote includes a vote delivered to the Company by po st, fax or other electronic m eans approved by the Di r ectors. (b) Where clause 12.16(a ) applies, the notice of meeting mus t indicate that direct voting is ava ilable at the relevant meeting or on particular resolutions. (c) The Directors may prescribe regulations, r ules and procedur es in r elation to direct voting, including (without limitation): (i) specifying the form, method and tim ing of casting a direct vote at a me eting for the vote to b e valid ; and (ii) the circumstances in which a direct vo te may be withdrawn by the Me mber or deemed wi thdraw n . 26 12.17 Number of proxies (a) A Memb er who is entitled to attend and cast a vote at a general meeting o f the Members m ay appoi nt a person a s the Member’s proxy to attend and vote for the Member at the meeting. (b) An appointment of a proxy may sp ecify the proport ion or number of votes that the p roxy may exercise. (c) If a Member is entitled to cast 2 or more votes at a meeting, t he Membe r may appoint 2 proxies. If the Mem ber appoints 2 proxies and the appointment does not specify the proportion or nu mber of the Membe r’s vo t es each proxy may exercise , each proxy may exercise half of the Member's votes. 12.18 Form of proxy (a) An instrument appointi ng a proxy is valid if it is in the form specified by the Directors from time to time a nd is: (i) signed by or on behalf of the Member of the C o mpany making the appointme nt; and (ii) contains the following information: (A) the Member’s name and a ddress; (B) the Com pany’s n ame; (C) the prox y’s name or the name of the office held by the proxy; and (D) the meetings at which the appointment may be used. (b) The proxy f orm mu s t provide for the Member t o vote for or against each resolution and may provide for abstentio n to be indicat ed. (c) An i nstrument app ointing a proxy may spe cify the manner in which the proxy is to vote in re spect of a particular resolut ion. Where it do es so, the proxy is not entitled to vote on the resolution except as specified in the instrument. A proxy may vote as the proxy thinks fit on any motion or re solution in respect of which no manner of voting is indicated. (d) An instrument app ointing a proxy c onfers authority to demand or joi n in demanding a poll. (e) Despite clause 12.12 , where an ins trument of proxy is s igned by all of the joi nt holders of any Shares, the votes of the proxy so appointed must be accepted i n respect of thos e Shar e s to the exclusion of any votes tendered by a proxy for any one of those joint holders. 12.19 Where proxy is incom plete (a) No instrument a ppointing a proxy is tr eated as invalid merely because: (i) it does not contai n the address of the appointo r or proxy; (ii) it is not d a ted; or 27 (iii) in relation to any or all resolutions, it does not contain an indication of the manne r in which the proxy is to vote. (b) Whe re the instrument does not specify the name of a proxy, the instrument is treated as given in favour of the Chai rperso n of the meeting. 12.20 Lodgement of proxies (a) An instrument appointing a proxy is not treated as vali d unless: (i) the i nstrumen t; and (ii) the power of atto rney or othe r authority (if any) under which the instrument is signed; or (iii) a copy of that pow er or authority c ertifi e d in a manner acceptable t o the Directors, are lodged not less than 48 hours (or any shorter period as the D irectors may permit, subject to the Act) bef ore the time for holding the meeting at the place specified for that purpose in the notice of the meeti n g or, if none, at the Regi stered Office. (b) An instrument appointing a representative to act for a Member at al l meetin gs of the Company or at all meetings for a specified period is not treated as valid unless: (i) the instrument of appoin tment or a certif ied co p y of it, duly signed by ha nd or electronically authenticated in accordance with clause 12.20(c)(ii) ; and (ii) any ev idence as to the validity and non - revocation of that authority as may b e required by the Dir ectors, are lodge d not l ess than 48 hours (or any shorter period as the Directors may permit) before the time for hol ding the meetin g at the place or electronic add ress specifi ed for that purpose in the notice of the meeting or, if non e, at the Registered Office. (c) For the p urpose s of this clause 12 : (i) a legible facsimile of any document which is rec eived at a plac e specif ied in the notice is dul y lodged at that place at the time when the facsimile is received; and (ii) subject to the Act, i nstead of signing or ex e cuting an instrument of ap pointment, a Member may electronically authenticate the appointment of a proxy or a corpor ate representative, prov ided that: (A) t he Member is identified by personal details as required by the Company; (B) the Memb er's approval of the in f ormation communicated to t he Company is accompanied by a personal identification number or an y other number provided by the Company; and (C) the Member comp lies with any other requirements of the Company. 28 12.21 Validity of proxies (a) A vote exe rcised in accorda nce wi t h the terms of an instrume nt of proxy, a power of attorney or other relevant instrument of ap pointment is va lid desp ite: (i) the previous death or mental in capacity of the principal; (ii) the revocation of the relevant i nstrument (or of the authority under w hich t h e instrument was executed) or the power of attorney; or (iii) the transfer of the Share in respect of which the in strument or power of attorney is given, if n o notice in writing of the death, mental incapacity, revoca tion or transfer has been received by the Co m pany at its Registered Off ice before the commencement of the meeting at which the instrument or power of att orney is used. (b) A proxy is not re voked by the principal attending and taking part in the meeting, unless the principal actual ly votes on the r esolut i on for which the proxy is proposed to be used. 12.22 Right of officers and advisers to attend gener al meeting (a) A Di rector w ho is not a Member is en titled to be present and to speak at any general meeting. (b) A Secretary w ho is not a Member is entitled to be p resent and, at the request of the Chairperson of the meeting, to speak at any general meetin g. (c) Any other pe rson (wh ether a Member or not) required by t he Directors to attend any general meeting is entitled to be presen t and, at the request of the Chairperson of the meeting , to speak at that general meeting. 12.23 Use of technology (a) Subject to th e requirements of the A ct, the Company may hold a general m eeting : (i) at 2 or more venues using any technology (including online platform s) th at gives all p ers ons en t itled to attend, as a whol e, a reasonable opportunity to participate in the meeting; and/or (ii) b y using one or more tec hnologies that give all persons enti tled to attend, as a whole, a reasonable opportunity to participate in the meeti ng without being physic a lly present in the same pl ace. The Board is not under any obligation to offer or provide any additional venu e or any particular form of technology. (b) All persons (whether a Member or not) participating in a general meeting held p ursua nt to clause 12.2 3 (a) are taken for all purposes of this Constitution (including the quor um requirement in clause 12.4 ) to be present at th e meeting while so participating. 29 (c) Subject to the requiremen ts of the Act , a general me eting will be duly c on stit uted and its proceedings valid if the Chairperson is reasonably satisfied that adequate facili tie s ar e available throughout the meeting to ensur e that persons entitled to attend have a reasonable opportunity to partic ipate in t h e business f or which t he mee ting has been convened. (d) Unless the Chairperson determines otherwise, the general meeting will be deemed to take place at the place where the Cha irperson is physically present. (e) The powers of the Chairperson will apply equally to each venue a nd each te ch nolo gy (including any online platform) of the general meeting. (f) If a general meeting is held wholly or partially by means of one or more technologies , the Board may (subject to the requirements of the Act) make any reasona ble arrang e ment and impose any re as onab le requirement or restriction that is: (i) necessary to verify the identification of a Member, pro xy, attorney or r epresentative; (ii) necessary to ensur e the security of the technology used; and (iii) proportionate to the achieveme nt of thos e reasonable objectives . (g) If, before or during a general meeting, any technology used in accordance with clause 12.23 (a) encounters a technical difficulty which results in a person entitled t o parti cip ate not being able to partici pate in the meeting, t he Cha irperson may: (i) allow the meeting to continue; or (ii) adjourn the meeting u ntil the techn ical diffic ulty is remedied or to such other time and location as the Chairperson deems appropriate. (h) The i nabilit y o f one or more Members present in a separate room or venue to participate in the general meeting, or to continue to access, one or more techn ologi es for the meeting, does not invalidate the proceedings or any resolution passed at the meeting, prov ided th at sufficient Members are able t o participate in the m eeting as are required to constitute a quorum for that meeting. (i) The Chairpe rson , in his o r her discr etion, or the Board in its discretion, may require the adoption of any procedures which are in his or her , or its, opinion reasonably necessary or desirable for p roper and orderly conduct of the meeting including for the purposes o f de bate and/o r dis cussio n. 12.24 Minutes (a) The Compa ny must keep minute books in which it records within 30 days: (i) proceed ings and resol ution s of m eetings of the Mem bers; (ii) proceedings and resolutions of Directors' meetings and resolu tions pass ed by D ire ctors without a meeting; and (iii) resolutions passed by Member s without a meeting. 30 (b) The Company must ensure that minutes are signed within a reaso nable time after the date of the meeting or of the resolution being passed by: (i) the Chairperson of t he mee tin g; or (ii) the Chairperson of the next meeting; or (iii) in the case of a resolution without a meeting, a Director. 13. Appointment, removal and re muner ation of Directors 13.1 Appointment and remov al (a) There must be at least 3 Directors, or such greater number of Dir ect or s not exceeding 10 as the Directors think fit, in offic e at all times. (b) Subject to the Act, the Company may at any time by r esolution pass ed in gener al meeting: (i) appoint any person to be a Director; or (ii) remove any Director from office. (c) Subject to the Ac t, th e Directors may at any time appoint any person to be a Director. (d) A person appointed under clause 13.1(c) hold s off ice un til the end of the next annual gen eral meeting following their appointment and is eligible for electio n a t that meeting. This clause 13.1(d) does not apply to any Managing Director appointed under claus e 13.1(c) . 13.2 No Share qualificat ion Directors are not required to hold Shares. 13.3 Retirement at each an nua l general meeting (a) Subject to clause 16.1 and only when the Company is admitted to the Official Li st, no Directo r may hold office for a period in excess of 3 years, or beyond the third annual general meeting following the Dir ect or ’s election, whichever is the longer, without sub mittin g himself or herself for re - election. (b) There must be an election of Di rectors at eac h ann ual ge neral meeting. The Director or Di rectors to retire at each annual general meeting are any one or more of t he following, as applicable: (i) any Director require d to r etire under clause 13.3(a) and standing for re - electio n; (ii) an y Dire ctor required to submit for electi on under clause 13.1(d) ; (iii) a perso n stand ing f or election as a new Director; or (iv) if no person is stand ing for election or re - election under clauses 13.3(b)(i) to 13.3(b)(iii) ; then the Director who has been in office the longest sinc e 31 last bei ng elected. Between Directors who were elected on the sa me day, the Director to retire will be decided by lot, unless the rel evant Director s agr ee oth erwise. (c) Clauses 13.3(a) and 13.3(b) d o not a ppl y to the Managing Director. (d) A retiring Director is eligib le for re - election without needing to give any prior notice of an int ention to subm it fo r re - e lection and holds office as a Dire ctor until the end of the meeting at which the Director retir es. (e) No per so n other than a retiring Director or a Director va cating office under clause 13.1(d) is eligible to be elected a Di rector at any general meeting unless a w ritten notice of the person’s nomination for election is give n to th e C om pany at least 35 Business Days (or in the case of a mee ting that Members have requested the Directors to call, 30 Business D ays) before th e mee ting. 13.4 Remuneration (a) Subject to clause 13.4(b) and the Listing Ru les , the Directors ar e entitled to be paid for their s ervice s as Directors such annual fees as the Directors determine, provided the annual fees do not ex ceed in aggregate the maximum sum that is from time to time approved by the Members in a general meeti ng in acc ordance with the Listing Rules. (b) C lause 13.4(a) does not apply to the remuneration of the Managing Director and an y other executive Directors. Remu neration payab le by the Company and any entity under its control to the Managing Director and any other executive Direct or s must not be a commission on, or percentage of, profits or operating reven ue. (c) The fees fixed under clause 13.4(a) : (i) are div ided among the Directors in the proportions and on the ba sis as they may ag ree or, if they cannot agree, e qu ally a mong them; (ii) are inclusive of any superannuation contributions (whethe r provided under th e supe rannuation guarantee or similar le gislative sche me or otherwise); and (iii) are exclusive of any other benef its which the Company may provide to Directors in sa ti sfacti on of legislative schemes including, without limitation, any other be nefits permitted by the A ct or this Constitution. (d) Any Direc tor may elect to have his or her remuneration paid in cash or in any ot her form agreed by the Director and the Company, su ch as superannuation contribution, motor vehicle payments, or any other for m, subject always t o bein g within the remuneration practice s of the Compa ny and compliant with the Listing Rules. (e) The Directors ar e entitled to be p aid or reimbursed (in accordanc e with t he Company's policies applicable to the reimbursement of management e xpenses) for all tr avelli ng and other expenses properly inc urred by them in attending and returning from any meeting of the Dir ect ors, meeting of an y committee of the Directors, g en eral m eeting of the Company or otherwise in connection with the business of the Company. 32 (f) If, w ith th e approval of the Directors, any D irector perfor ms extra services or makes any special exertions for t he benefit of the Com pany, the Directors may approve t he pay ment to that Director of special and additional remuneration as the D irectors think fit, havin g regard to the value to the Compa ny of the extr a services or special exertions. Any remuneration pai d u nder this clause 13.4(f) may be in addition to the fees paid in accordance with clause 13.4(a) . (g) A Director may be engaged by the Company in any other capacity (other than as auditor) and may be ap pointed on such te rms as to remuneration, tenure of offic e and otherwise as may be agreed by the Directors. (h) Fees payable by th e Company and any e ntity under its control to non - executive Directors are to be by fixed sum, and not by commission on, or perc ent age of, profits or operating revenue. 13.5 Vacation of o ffice (a) In addition to the circumstances in which the office of a Director be comes vacant: (i) under the A ct; (ii) because of a resolution under clause 13.1(b)(ii) ; or (iii) under clause 13.3 , the office of a Director bec om es vac ant if the Director: (iv) becomes of unsound mind or a person whose person or estate is liabl e to b e dealt with in any way under the Law relating t o mental health; (v) resigns by notice in writing to the C omp any; (vi) dies; (vii) is abs ent (and not represented by an al ternat e Director) from meetings of the Directors for a continuous period of 6 months without specia l leave of absence from the Direct o rs and the Bo ard resolves that his or her office be vacated; or (viii) is an employee of the Co mpany or a related body corpora te of th e Company (including a Managing Director) and ceases to be an employe e of the Company or a rel ated body corporate of the Company . (b) A Director w hose office becomes vacant under clause 13.5(a)(viii) is eligible for reappoi nt ment o r re - election as a Director of the Company. 13.6 Retiring allowance for D irectors (a) Subject to the A ct and the Listing Rules, the Comp a ny may: (i) make any payment or give any benefit to any Director or any ot her person in conn ection with the Director’s reti re ment, resignation from or loss of office or death while in office; (ii) make con tracts or arrangeme nts wi th a Director or a person about to become a Dire ctor of the Company under which the Director or any pe rso n 33 nominated by the Director is paid or provided w it h a lu mp sum payment, pension, retiring allowance or other benefit on or af ter the Director or perso n about to become a Director cease s to hold offi ce for any reason; (iii) make any payment under any contract or arrangement refer red to in clause 13.6(a)(ii) ; and (iv) establish any fund or scheme to provide lump sum payments, pensi ons, r etiring allowances or other benefi t s for: (A) Direct ors ceasing to hold office; or (B) any person including a per son nominated by t he Director, in the event of th e Direct or’s death while in office, and from time to time pay to the fund or scheme any sum as t he Com pany considers necessary to provid e those benefi ts. (b) The Company may impose any conditions and restrict ion s under any contra ct, arrangement, fund or scheme r eferre d to in clause 13.6(a) as it thinks proper. (c) The Company may aut horise any subsidiary to make a similar c ontract or ar rangement with the subsidiary's directors and make pay men ts under it or est ablish and maintain any fund or s chemes , whether or not all or any of the directors of the subsidiary are al so Directors of the Compa ny. 14. Powers and duties of Directors 14.1 Powers of Dir ectors (a) Subject to the Act and this Constitution, the D ire ctors are responsi ble for managing the business o f the Co mpany and may exercise all powers of the Company which are not requir ed to be exercised by the Company in a general meeting by t h e Act or this Constitution. (b) Without limiting the generality of clau se 14.1(a) , the Directors m ay exerc ise all the powers of the Company to: (i) borrow or raise money; (ii) grant se curity over any pro perty or business of the Company or all o r any of its uncalled capital; (iii) pay interest on any debt due by the Co mpany; and (iv) issue debentures or give any other se cu rity f or a debt, liability or obligation of the Company or of any other per son. 14.2 Appointment of attor neys and representatives (a) The Direc t ors may, by p ower of attorney or by general or specific appointment , a ppoint such person or persons to be an attorney o r repres entative of the Company for the purposes, with the powers, authoritie s and discretions v ested in or exercisable by the Directors for any perio d and subject to any conditions as they think fit. 34 (b) Any ap pointment under cl ause 14.2(a) m ay be made on terms for the protection and convenience of persons dea ling with any such attorn ey or representative as the Direct o rs think fit and may also authorise an attorney or representative t o d elegate all or any of the powers, authorities and d iscret ions vested in the attorney or representative. 14.3 Negotiable instruments and electronic pay ments (a) All negotiable instruments of the C ompany are to be executed by the persons and in the manner determin ed by the Directors f rom time to time. (b) All electroni c paymen ts by the Company are to be made or authorised in the manner determin ed by the Directors from time to time. 15. Proceedings of Direc t ors 15.1 Proceedin gs (a) The Directors may meet together for the dispatch of bu siness and adjourn and otherwise regulate their m ee tings as they think fit. (b) A Director may at any time, and the Secretary must on the request of a Dire ctor, convene a meeting of the Dir e ctors. (c) Reason able notice of the place, date and hour of every meeti ng of the Directors m ust be given to every Director. Where any Director is for the time being outside Australia, notice need onl y be given to that Direct or if contact details have been gi v en, but notic e must always be given to any alternate Director in Au str alia whose appoint ment by that Director is for th e time b eing in force. 15.2 Meetings by t e l e c o m m u n i c a t i o n s The Directors may hold a valid meeting usi ng any medium by which each of the Direc t ors can simul taneously hear all the other participants (including t ele phone and video co nferencing), and in that case: (a) t h e part icipating Directors are taken to be present at the meeting for the pu rposes of this Cons tituti on concerning meetings of Director s ; (b) the meeting is taken to be held where the Chairperson of the meeting is; and (c) all proceedi ngs of the Directors c onduct ed in that manner are as valid and effective as if conducted at a mee ting at which all o f them were present in person. 15.3 Quorum at meetings At a meeting of Directors, the number of Directors whose p res ence is necessary to constitu te a quorum is the n um ber de termined by the Directors and, if not so determined, is 2 Directors e ntitled to vote. 15.4 Chairperson of Directors (a) The Direc tors may elect on e of their number as their Chairperson and may decide the period during which the Chair pe rson i s to hold that office. 35 (b) Where a meeting of Directors is held and: (i) a Chairperson h as not been elected as provided by claus e 15.4(a) ; or (ii) th e Chairperson is no t p resent within 15 minutes of the time appointed fo r the ho lding of the meeting or is unwilling to act as chair, the Directors p resent must elect o ne of their number to chair the meeting. (c) Where a perso n is appointed to chair a meeting u nder clause 15.4(b) , in relation to that m ee ting, references to the Chairperson in this Constitution include a reference to that p erson. 15.5 Proceedings at meetings (a) Subject t o this Constit ution, questions arising at a meeting of Di rectors are de cided by a majority of votes of Directors present i n pers on or by their alternate director (if any) and voting and for all pur poses any such deci sion i s taken to be a decision of the Di rectors. (b) In th e case of an equality of votes, the Chairpe rso n o f the meeting has a second or casting vote in add it ion to the Chairperson 's deliberative vote. 15.6 Disclosure of interests (a) A Director is not disqua lified by the Director’s office fr om contracting with the Company in any capacity. (b) A contract or arran gem en t made by the Company with a Director or in whi ch a Dir ector is in any way directly or indirectly interested may no t be avoi ded merely because the Di rector is a party to or interested in it. (c) A Dire ctor is liable to account to the Company for any profi ts de rived in respect of a matter in which the Direc to r has a material interest, merely because of the Director’s office or the f iduciary relationsh ip it entails, unless the Director: (i) decl ares the Direc tor’s interest in the matter as soon as practicable af ter t he relevant facts come to the Director’s knowle dg e; and (ii) does not breach this Constitution or the Act in relation to the matt er. (d) A general notic e stat ing: (i) that the Director is an offic er or member o f a specified body corporate or firm; and (ii) the nature a nd ex tent of the Director’s interest in that body co rp orate or firm in a matter involving the Company and that body corp orate or firm, is sufficient decla ration of the Director’s interest, provided the extent of that interest is at the time of first consid era ti on of the matter by the Directors no greater th an was s tated in the notice. (e) Except as permitted by the Act and the Listing R ules, a Director mu st not : (i) participate in and vote at; or 36 (ii) b e present whil e the matter is being considered, at a meeting of the Dir ec tors at which there is considered any matter in w hich t he Director has a direct or indirect material interest or an y lesser interest. (f) Subject to com pliance with this clause 15.6 and the Act, a Director who is interested i n a ny contract or arrangement is not prevented from si gning, affixing or witnessing the affixing of a seal to the docume nt eviden cing the contract o r arra ngement by virtue of that interest . 15.7 Alternate Di rectors and attendance by proxy (a) A Director may: (i) with t he ap proval of a majority of the other Directors, ap po int a person (whether a Member of the Company or not); or (ii) without the need for the approval of the o ther Directors, appoint another Di rector, to be an alternate Director in the Director’s place during a ny pe riod that the Director thinks fit. (b) An alternate D irecto r is entitled to notice of meetings of the Directors and, if the appo intor is not presen t at s uch a meeting, is entitled to atte nd, participat e and vote in the Director’s stead. (c) An alternate Direc tor m ay exercise all the powers and perform all the du ties o f the appointor, except the power to appoint an alternate Di rector. The exercise of any power by the alternate Director is as o fficer of the Company and not as agent of the appointor and the alte rna te Director is responsible to the Company for his o r her own acts and omissions. (d) Where the alternate is another Dire ctor, tha t Director is entit led to cast a deliberative vote on the D irector’s own account and on account of each person by whom the Dire cto r has been appointed as an alternate Director. (e) Th e appoin tment of an alternate Director: (i) may be terminated or suspend ed at any time by the appoin tor ev en if the period of the appointmen t of the alter nate Director has not expired; and (ii) terminates automati cal ly if the appointor vacates office as a Director. (f) A n appo intment or the termination or suspension of an appointment o f an alte rnate Director is e ffecte d by delivery of a written notice signed by the appointor to the Company. Delivery may be by post, fa x o r electronic message. (g) Except for reimbursement of e xpense s in accordance with clause 13.4(e) , an alternate Director is not entitled to receive additional re muneration for acting as alternate Director, except to the extent th at th e Directors otherwise determine. Any additiona l remune ration that is paid to an alternate Director must be deducte d from th e remuneration of t he app ointor. (h) An alternate Director is n ot taken into account in determining the number of Directors or rota tio n of Directors. 37 (i) A Director may attend and vote by p roxy a t any meeting of the Directors provided that such proxy is a Director of the Company and has b een appointed in writing signed by the appointin g Director. Such appointment may be general or for an y p ar ticular meeting or meetings. 15.8 Vacancies If the n um ber of Directors is reduced below the minimum set by the Act: (a) for so long a s their number is s uffici ent to constitute a quorum, the re maining Direct ors may act; and (b) if the number of remaining Directors is no t sufficient to constitute a quorum, the remain in g Dire ctor or Directors may act only for the purpose of increasing the numb er of Directors to the mi nimum number required under this C onstitution to constitute a quorum or for calling a general meeting, bu t for no other purpose. 15.9 Committees (a) The Directors ma y dele gate any of their powers to a committee or committees consis ting of a ny number of them a nd suc h other persons as the Directors f rom time to ti me think fit. (b) A committee to which any powers have bee n d el egated must exercise the delegated powers in ac co rdance with any directions of the Directors. A power so exercised is taken to be exercised by the D irectors. (c) Clauses 15.1 , 15.2 , 15.4 and 15.5 apply to a ny commi ttee as if each reference in those clauses to the Directors was a ref erence to the membe rs of the committee and each reference t o a meeting of Directors were to a meeting of the committee. (d) Subject to c lause 15.10(c) , minute s of all the proceedings and decisions of every committee must be ma de, enter ed and signed in th e same manner in all respects as minutes of proceeding s of the Directors are required by the Act to be made, en te red and signed. 15.10 Written resolutions (a) If a docume nt : (i) stat es that the signatories to it are in favour of a resolution; (ii) sufficie ntly identifies the terms of the resolution; and (iii) is signed ( or is consente d to in wri ting ) by all the Dir ectors entitled to vote on that resolution, a resoluti on in those terms is t aken to be passed at a meeting o f the Directors held at the time when the document was signed (or co nsented to in writing ) by t he last D irector to do so. (b) F or the purposes of clause 15.1 0(a) : (i) two or more separate documents containin g state men ts in identical terms each being signed by one or m ore Di rectors together are taken to 38 con stitute one document contai ning a st atement in those te rms signed by those Directors on the res pective days o n which they signed the separate documents; (ii) a r eferenc e t o all the Directors does not include a reference to an al ternate Director whose appointor has signed the document, bu t an alte rnate Director may sign the document in the place of the ap pointor; and (iii) a signed document may be transmitted to the Comp any by fac simile or electronic message which is expressed t o be sen t by or on behalf of a Director o r alternate Director. The document is taken to be sign ed by that Director or alternate Directo r at the tim e of receipt of the facsimile or electronic messa ge by t he Company in legible form. (c) Where a committee consis ts of on e Director only, a document signe d by that Director and reco rding a d ecision of the comm ittee is valid and effective as if it we re a decisio n made at a meeting of that committee and that do cument con stitutes a minute of that decision. 15.11 Minutes Minut es of Di rectors' meetings and resolutions passed by Directors withou t a meeti ng must be kept in accordance with clause 12.24 . 15.12 Defects in appointments (a) All acts done by a ny meet ing of the Directors, committee of Directors, or per so n acti ng as a Director are as valid as if each person was duly app ointed an d qualified to be a Director or a member of the committee. (b) Clause 15.12(a) applies even if it is afte rwa rds discovered that there was some defect in the ap pointm ent of a person to be a Director or a member of a committee or to act as a Director or t hat a person so appointed was disqualifi ed. 16. Managing D irector 16.1 Power to appoint Managing Director (a) The Directo rs may appoint a Director to the office of Managing Di rector for the period and on the terms they think fit, including t he grant of power for the Ma naging Director to delegate all or part of his or he r authorities to another Director during any temp orary a bse nce. Subject to the terms of any agreement enter ed into in a particular case, the Directo rs may at any time revoke a ny appoin tment of a Managing Director. (b) The Managing Director’s appoi ntment autom at icall y terminates if the Managing Director ceas es for any reason to be a Director. (c) Subject to clause 16.1(a) , clause 13.3 do es n ot apply to a Managing Director. 16.2 Delegat ion of power s to Managing Director (a) The Directors may, on the terms a nd conditions and with any restrictions as they thin k fit, c onfer on the Managing Director an y of the powers exercisable by them. 39 (b) Any powers so conf erred may be concurrent with the powers of the Direc to rs. (c) The Directors may at any time withdraw or v ary any of powers conferred on the Managing Director under cl ause 16.2(a) . 17. Secretaries and other o fficers 17.1 S ecretaries (a) There mu st be at least 1 Secretary in office at all times. A Secretary of the Company holds office on the te rms and co nditions, as to remuneration and otherwise, as th e Direct ors decide. (b) The Directors may at any time terminate the appo intment o f a Secretary. 17.2 Othe r officers (a) The Directors may from time t o time: (i) crea te any other position or positions in the Company with t he powers and responsibilities as the Directors may fr om tim e to time confer; and (ii) appoint any person, whether or not a D irector, to any position or positions created under clause 17.2(a)(i) . (b) The Directors at any time may ter minate the appointment of a person holding a position creat ed under clause 17.2(a)(i) and may abolish the posit ion. 18. Execution of d ocuments (a) The Company may execute documen ts in any wa y permitted by Law. (b) If the Company has a seal, it may ex ecu te documents by affixing the seal to the document w here t he affixing of the seal is witnes sed by: (i) 2 Directors of the Company; or (ii) at least 1 Direc tor and a Secretary or a person authoris ed by the Di re ctors to witness the affixing of the seal. (c) The Company ma y have a common seal, a duplicate common seal and o ne or more other seals for specific pur poses, each appropriately i dentified on its face. (d) A sea l may be used only by the authority of t he Directors , or of a committee of the Directors authorised b y the D ire ctors to authorise the use of the seal. 19. Inspect io n of r ecords 19.1 Inspection of records (a) The Directors may, subject to t he Act, d ecide whether and t o what extent, at which time and places and under wh at conditions, the accounting and other books and record s o f the Company will be open to inspection by Membe rs . 40 (b) A Me mber other than a Director has no right to inspect any docum ent of th e Company except as provided by Law or as authorised by the Directors. 20. Di vidends, reserves and distributions 20.1 Power to pa y Divid end s (a) Subject to the Act and to any special rights o r restri ctions attached to any Shares, th e Directors may resolve to: (i) pay any Dividend they think appropriate; and (ii) fix the time for payme nt. (b) The Comp an y must not pay interest on unpaid Dividends. 20.2 Cr editing of Dividends (a) Subject to any special rights or restr ic tions attached to any Shares and clause 8.1(c) , every Dividend: (i) m ust be paid equally on all fully paid Sh ares (which we re fully paid for the entire period to which th e Divid end relates); and (ii) for all partly paid Shares and Sha re s whic h were not fully paid for the ent ire period to which the Div idend rel ates, must be appor tionable and paid proportionately to the amounts pai d for the Shares during any part or parts of the period in respect of which the Dividend is paid. (b) Unless th e Direct ors decide otherwise, an amount p aid on a Share in advance o f a call is not taken for th e purposes of clause 20.2(a) to be paid on the Shares. (c) Subject to any specia l right s o r restrictions attached to any Shares, the Direct or s may from time to time resolve that Di vidends are to be paid out of a part icular source or pa rticular sources, and where the Director s so resolve , they may, in their absolute discretion: (i) allow a ny Memb er to elect from which specified sources that partic ul ar Mem ber’s Dividend may be paid by the Company; and (ii) where such el ections a re permitted and a Member fails to make such an election, t he Directors m ay, in their absolute discretion, identify the particu lar source from which Dividends are payable. 20.3 Reserve s (a) The Di rectors at their discretion may, at any time, set aside out of the pr ofits of the Compan y as reserves any sums as they think pro per, which s um s may be applied for any proper purpose. (b) The re serves may either be employed in the business of the Compan y or be placed in any investments as the Directors decide. (c) The Direc tors may, without placing th em to any reserve, carry forward any pro fits which t he y may think prudent not to distribute by way of Divide nd. 41 20.4 Deduction of unpaid amounts The Directors may de du ct fro m any Dividend payable to a Membe r all sums of money present ly payabl e by the Member to the Company on account of calls or other wise in rela ti on to Shares in the Company. 20.5 Distribution in ki nd (a) The Dir ectors may by resolution, direct payment of any D iv idend wholly or partly by the distribut ion of specific assets, inc luding, w ithout limitation, paid up Shares in the Company or other s ecurities or d ebentures of the Company or any other body corp orate. (b) Whe re a difficulty arises in regard to a distributio n under clause 20.5(a) the Directors may: (i) s ettle the matter as they thi nk fit and fix the value for distributio n of the spe ci fic assets or any part of those assets; (ii) decide that ca sh payments are to be made to any Member or Members on the b asis of the value so fixed in ord er to adjust the rights of all parti es; or (iii) vest any spe cific assets in trustees. 20.6 Payment of dis tributions (a) A ny Dividend, interest or other money payable in c ash in res pect of Shares may be paid, at the Directors disc re tion a nd at the sole risk of the intend ed recipient: (i) by cheque sen t through the post directed to: (A) the address of the Member as shown i n the Regist er or, in the case of joint holders, to the addre ss show n i n the Register as the address of the joint holder f irst n amed in that Register; or (B) to any other address as the Member or joint holders in writing directs or direct; or (ii) by electronic fun ds transfer to an account with a bank or other financial inst itution no minated in writing by the Member and acceptable t o the Co mpany; or (iii) by any other means dete rmined by the Directors. (b) Th e Directo rs may decide to us e different payment methods for differen t Members. (c) S ub ject to the Act, all unclaimed Dividends may be invest ed or otherwise used by the Directors for the benefi t of the Company until claimed, or may be disposed of according to L aw. 42 21. Capit alisation of profit s 21.1 Capitalisation The Directors may resol ve: (a) to capit al ise any sum, being the whole or a part of the a mount f or the time being standing to the credit of any rese rv e acco unt, profit and loss account or o therwise available for dist ribution to Members; and (b) tha t the sum be applied, in any of the ways mentioned i n clause 21.2 , for the b enefit of Members in full satisfaction of their interest in t he cap italised sum, in the proportions to which those Members woul d have be en entitled in a di stribution of that sum by way of Dividen d or, if the re is no such proportional entitlement, as the Di rectors de termine. 21.2 Manner in which sums applied The ways in w hich a sum may be applied for the benef it of Members under clause 21.1(b) are: (a) in paying up any amounts u npaid on the S hares held by the Members; (b) in paying up in full unissu ed Shares or debentures or debenture stock to be iss ue d to M embers as fully paid; (c) partly as m entioned in clause 21.2(a) and partly as mentioned in clause 21.2(b) ; (d) in accordance with any bonus share p lan ado pte d by the Company; or (e) any other application permit te d by t he Act. 21.3 Participation by holders of partly paid shares Where the cond itions of issue of a partly paid share so provide, the hold er may parti ci pate in any application of a sum under clause 21.2 to a greater extent than would h ave be en the case had those funds been distributed by Dividend, bu t not to any greater extent than permitted by the terms of issue. 21.4 Po wers of Dire ct ors The Directors must do all things necessary to give ef fect to a resolution referred to in clause 21.1 and, in parti cular, to the extent necess ary to ad just the rights of the Members amongst themselves, may: (a) fix the value f or distribution of the specific assets or any par t of th ose assets; (b) make cash payments in cases where Shares o r debe ntures or debenture stock become issuable in fractions, or d etermine that fractions may be disregarded; (c) vest any cash or specifi c assets in tr ustees on trust for the persons entitled as the y think fi t; or 43 (d) authorise any person to make an agreement w it h the Company on behalf of all the Memb ers entitled to any further Shares o r debentures or deb enture stock on the capitalisation provi ding for: (i) t he issue to them of any further Shares or debentu res or deb enture stock, credited as fully paid up; or (ii) the pa yment by the Company on their behalf of all or any part of the amo unts rema ining unpaid on the ir existing Shares by the application of their respe ct ive proportions of the sum resolved to be capit alised, an d any agreement made under that authority is effe ct ive an d binding on all the Members conc erned. 22. Dividend reinvestmen t and Sha re plans 22.1 Directors may establish plans for Members The Dire ctors may es ta blish one or more plans under which each partic ipating Me mber may elect, as provided in the plan: (a) that Div id ends t o be paid in respect of some or a ll of the Shares from time to time h eld by the Member m ay be satisfied by the issue of fully pa id ordinary Sh ares; (b) that Dividends are not to be determined o r paid in respect of some or all of the Shares from time to t ime he ld by the Member, but that the Me mber is to receive fully pa id ordina ry Shares or some o ther form of distribution as the Directo rs determine ; or (c) such other options as the Directors consider approp ria te, and the Directors may vary, suspend or termin at e any such plan. 22.2 Implementing plans Any such plan has effect in ac cordance with its terms and the Directors may do all things necessar y and conven ie nt for the purpose of implementing the plan, in cluding , s ubject to applicable Law, making each allotment o f Shares and each necessary appropriation , capitalisation, applicati on, payme nt and distribution of funds. 22.3 Where not all Members or hold ers particip at e For the purpose of giving effect to any such plan, t he appropriations, capitalisations, applications, pa ym ents a nd distributions authorised by cl ause 22.2 may be made and the powers of the Directors under this c lause 22 may be exercised (with such ad jus tments as may be required) even if only some of t he Membe rs or holders of Shares of any cl ass participate. 22.4 Informatio n and adv ice to Members (a) In o ffering opportunities to Members to part icipate in a ny such plan, the Directors may give such informa tion as in their opinion may be useful to assist Members in a ssessi ng the opportunity. 44 (b) The Directors , the Company and its offic ers are n ot responsible for, nor are they obliged to provide, any le gal, taxatio n or financial advice in respect of the choices a vailabl e t o Members. 22.5 Limit on Directors' obligations The Di re ctors are under no obligation: (a) to admit any Member as a participan t in any such plan; nor (b) to c omply with any request made by a Member who is not a dm itted as a participant in any such plan. 22.6 Share incenti ve plans (a) The Board may establish share incentive pla ns on th e terms that they decide, under w hich securities of the Comp any or of a related body cor porate are issued to, or held for the be nefit of, an y Directors (including non executive Directors) o r senio r e xecutives of the Company, or any employees or con tr actors of the Company or of a related b ody corporate. (b) Subject to t he discre tion of the Board, the rules of the share incentive plan an d applicable L aw, securities may be issued to or held for the benefi t o f a nominee with which a Director, senior executi ve , empl oyee or contractor is associated. (c) The Board may amend, suspe nd or ter minate a share ince ntive plan at any time. 22.7 Duties and power s of Directo rs In establishing and maintaining any plan, the Directo rs must act in accordance with the provisions of thi s Consti tution and may exercise all or an y of the powers conferred u pon them by the terms of any such plan, by this Constitution or by t he Act. 23. Noti ce s 23.1 How notice to be given (a) A Member may, by writt en noti ce to the Secretary left at or sent to the Registere d Office , require that all notices to be given by the Company or the Director s be served on the Member’s representative at an address sp ecified in t he notice. (b) A notice may be given by the Company t o any M emb er by: (i) serving it on the Member personally; (ii) prope rl y addr essing, prepaying and posting the notice to the Member or le aving it at the Member’s add ress as shown in the Register or the add ress supplie d by the Member to the Company for the giving of notices ; (iii) s erving it in any manner contemplated in this clau se 23.1 on a Mem ber’s representative as spe cified by the Member in a no tice given under clause 23.1(a) ; (iv) facsimile transmission to the facsimile num ber sup pli ed by the Member to the Company for the giving of n otices ; 45 (v) sending it by email to an emai l address nominated by the Member; (vi) s ending it via any o ther electronic means permitted by the A ct and nomin at ed by the Member for the giving of notices, inc luding pro viding an electronic link to the notice; or (vii) givin g it by any other means permitted or cont emplated by this clause 23 or the Act. 23.2 When notice is given A notic e is deemed to be given by the Company and received by the Me mber: (a) i f d elivered in person, when delivered to the Member; (b) i f post ed, on the day after the date of posting to the Member, whet her deliv ered or not; (c) if sen t by facsimile transmission, on the day after the da te of its transmission; or (d) if sent by email or ot her ele ctr onic means, on the day after the date of its tran sm ission , but if the delivery or receipt is on a day which is not a Business Day or is after 4.0 0 pm (addressee's time), it is deemed to have been r ec eived at 9.00 am (addressee's time) on the next Busine ss Day. 23.3 Notice of general meeting (a) Notice of every g en eral m eeting must be given in the manne r authorised by clause 23.1 : (i) s ubject to clause 24.1 , to e ve ry Member and Director; (ii) to every person entitle d to a Sha re in consequence of the death, mental incapacity o r bank ruptcy of a Member who, but for t he death or bankruptcy, wou ld be ent itled to receive no tice of the meeting; and (iii) to any auditor of the Compa ny . (b) No other person is entitled to receive notice of gen era l meeting. 23.4 No notice if no valid address If: (a) any M ember has not provided to the Registere d Office an address for reg istration in the Register; o r (b) the Company believes that a Member is not known at t he address registered in the Register, unless a nd unti l t he Member provides a valid address to the Registe re d Offi ce, all notices to be sent to tha t Member are taken to be gi ven to th e Member if the not ice is displayed at the Company's Regist ered Office fo r 48 hours, and are taken to be served at the c ommence men t of that period. 46 24. Joint holders 24.1 Notice to be give n by joi nt holders Joint holders of a Sha re must give to the Company notice o f: (a) a single address for the purpose of all notices to be gi ven by the C om pany under clause 23.1 , a nd for the payment of Dividends and the making of di st ributi ons in accordance with this Const itution; and (b) a single accou nt for th e payment of money by electronic funds transfer in accordan ce with clau se 20.6(a)(ii) , if so de sired, in respect of that Share. 24.2 Effect of giving notice Wh er e the Company receives notice under cla use 24.1 , the giving of no tice, the payment of Dividends or the ma king of dist ri butions, to the address or account so notified is deem ed given, paid or made to all joint holders of the r el evant Share. 24.3 Failure to give notice Whe re joint holders of a Share fail to give notice to the Company in accordance with clause 24.1 , the Company may give notice, pay Divide nds and make distributions to the address of the joi nt holde r whose name first appears in the Register. 24.4 Receipts Any of the joint holders of a Share may give effective receipt for all Divi dends and pa ym ents in respect of the Share. 25. Winding up 25.1 Where assets ins ufficient to repay paid up capital If the Company i s woun d up and the assets available for distribution among the Mem bers are insufficient to rep ay the whole of the paid up capital, the assets must b e distributed so that, as nearly as may be, the losses ar e borne by the Members in proportion to the capit al paid up, or which ought to have been p aid up, at the commencement of the w inding up, on the S hares held by them respectively. 25.2 Where a ssets suffic ie nt to repay paid up capital If, in a winding up , the a sse ts available for distribution among the Members a re more than sufficient to repay the whol e of the capital paid up at the comm encement of the win ding up, the excess must be distributed among the Me mb ers in proportion to the capital at the commenc ement o f t he winding up paid up, or which ought to have bee n paid u p, on the Shares held by them res pectively. 25.3 Powers of liquid ator If t he Company is wound up, the liquidator may: (a) with the sancti on of a spec ia l resolution, divide among the Members in kind the who le or any part of the property of the Company; 47 (b) for t ha t purp ose set a value as the liquidator considers fair on any prop erty to b e so divided; and (c) d ecide how the division is to be carried out as betwe en the Members or different classes of Members. 25.4 V esting of property in trustees The liquidator may, with the s anctio n of a special resolution, vest t he whole or any part of any property in trustees on any trusts for the benefit of the contribut ories as the l iquidator thinks fit, but so that no Member is compell ed to accept any Shares or other securities in respe ct of wh ich there is any liability. 26. Indem nity and insurance 26.1 Definiti on In thi s clause Officer ha s the meaning given in section 9 of the Act. 26.2 Company m ay indemnify Officers To the full extent per mitted by Law and without limiting the powers of the Company, the C ompany may indemnify any person w ho is or has been an Officer of the Co mpany, or of a re lated body corporate of the Company agains t all losses, liabilities, damages, costs, charges and expe nses of an y kind incurred by the Officer as an officer of the Compa ny or of a related body corporate . 26.3 Documentary indemnity and i nsurance policy To the ext ent permitted by the Act and any applicabl e Law and wit h out limiting the powers of the Company, the D irector s m ay authorise the Company to, and the Company may, e nter i nto any: (a) documentary indemnity in favour of; or (b) insurance poli cy for th e benefit of, a p erson who is, or has been, an Officer of t he Company or of a related body corporate of the Company, w hich in dem nity or insurance policy may be in such terms as th e Dire ctors approve and, in particular, may apply to acts or omissio ns prior to or after the t ime of entering into the indemnity or poli cy. 27. Restricte d Securities 27.1 Definitions In this clause 27 , " dispose " (and any other grammatic al forms of it), " securities ", " cl ass ", " issuer - sponsored subre gist er ", " hold ing lock " and " restriction deed " have the meaning given by the L isting Ru les. 27.2 Compliance with Listin g Rules A holder of Restrict ed Securities must not dispose of, or agree or offe r to dispose of, the securit ies du ring the escrow period applic able to those securities, except as permitted by the Listing Rules or ASX . 48 27.3 Hol ding lock If the Restricted Se curiti es are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restri cted Securities are to be kep t on the Compa ny's issuer - sponsored subregister and are to have a holding lock applied for the duration of t he esc row period applicable to tho se securities. 27.4 Dis posals during escrow period The C ompany will refuse to acknow ledge any disposal (including, with out limitation , to register any transfer) of Restricted Securities during the escrow pe riod applicable to th ose se curities except as permitted by the Listing Ru les or ASX. 27.5 Return of capital A h older of Restricted Securiti es wil l not be entitled to particip ate in any ret urn of capital on those securities during the escrow period appl icable to those securities exc ept as permitted by the Listing Ru les or ASX. 27.6 Breach of restriction deed or Constitut ion If a holder of Restricte d Secu rities breaches a restriction dee d or a pro vision of the Constitution restricting a disposal of those securities, th e holder will not be entitl ed to any dividend or distri bution, or to exer cise any voting rights, in respec t of those securities for so long as the breach continues.

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