23 Nov

Amended Constitution

IPH Limited | Level 24, Tower 2, Darling Park, 201 Sussex St, Sydney NSW 2000 | ABN 49 169 015 838 | iphltd.com.au 1 23 November 2021 Amended Constitution At the Company’s Annual General Meeting on 18 November 2021 shareholders approved amendments to the Constitution of IPH Limited. A copy of the amended Constitution is attached, and is available at the Company’s website at https://www.iphltd.com.au/investor-information/ . Authorised for release to the ASX by: The Company Secretary IPH Limited About IPH Limited IPH is the Asia Pacific’s leading intellectual property services group, comprising a network of member firms working in eight IP jurisdictions and servicing more than 25 countries. The group includes leading IP firms AJ Park, Applied Marks, Griffith Hack, Pizzeys and Spruson & Ferguson, and the autonomous timekeeping business, WiseTime, and employs more than 900 people working in Australia, China, Hong Kong SAR, Indonesia, Malaysia, New Zealand, Singapore and Thailand. 3469 - 9339 - 4455, v. 2 Constitution of IPH Limited (ACN 169 015 838 ) IPH Limited Constitution Table of Contents Part 1 – Preliminary ................................ ................................ ................................ .............................. 1 1.1 Name ................................ ................................ ................................ ............................. 1 1.2 Definitions ................................ ................................ ................................ ...................... 1 1.3 Application of Act and Listing Rules ................................ ................................ .............. 3 1.4 Exercise of Powers ................................ ................................ ................................ ........ 3 1.5 Exclusion of Replaceable Rules ................................ ................................ .................... 3 1.6 Interpretation ................................ ................................ ................................ .................. 3 Part 2 – Share Capital ................................ ................................ ................................ ........................... 4 2.1 Power of Directors to issue shares, options and other securities ................................ .. 4 2.2 Preference shares ................................ ................................ ................................ ......... 4 2.3 Classes of shares ................................ ................................ ................................ .......... 5 2.4 Brokerage and commission ................................ ................................ ........................... 6 2.5 Recognition of third party interests ................................ ................................ ................ 6 2.6 Certificates ................................ ................................ ................................ ..................... 6 2.7 Power to alter capital ................................ ................................ ................................ ..... 6 2.8 Employee incentive plan ................................ ................................ ................................ 7 Part 3 – Calls, Forfeiture, Indemnity and Lien ................................ ................................ ....................... 7 3.1 Calls ................................ ................................ ................................ ............................... 7 3.2 Pre payments of calls ................................ ................................ ................................ ..... 8 3.3 Forfeiture ................................ ................................ ................................ ....................... 8 3.4 Powers of Directors ................................ ................................ ................................ ....... 9 3.5 Eff ect of Forfeiture ................................ ................................ ................................ ......... 9 3.6 Transfers after forfeiture and sale ................................ ................................ .................. 9 3.7 Lien on shares ................................ ................................ ................................ ............. 10 3.8 Exercise of lien ................................ ................................ ................................ ............ 10 3.9 Completion of sale ................................ ................................ ................................ ....... 11 3.10 Application of proceeds of sa le ................................ ................................ .................... 11 3.11 Indemnity for Taxation ................................ ................................ ................................ . 11 Part 4 – Transfer and Transmission of Shares ................................ ................................ ................... 12 4.1 Transferability of shares ................................ ................................ .............................. 12 4.2 Registration of transfer s ................................ ................................ ............................... 12 4.3 Suspension of transfers ................................ ................................ ............................... 13 4.4 Transmission of Shares ................................ ................................ ............................... 13 Part 5 – General Meetings ................................ ................................ ................................ .................. 13 5.1 Convening of General Meetings ................................ ................................ .................. 13 5.2 Notice of General Meetings ................................ ................................ ......................... 14 5.3 Admission to General Meetings ................................ ................................ ................... 15 5.4 Quorum ................................ ................................ ................................ ........................ 15 5.5 Chairman of General Meetings ................................ ................................ .................... 16 5.6 Adjournments and pos tponements ................................ ................................ .............. 16 5.7 Votin g at General Meetings ................................ ................................ ......................... 17 5.8 Taking a poll ................................ ................................ ................................ ................ 17 5.9 Representation and Voting of Members ................................ ................................ ...... 17 5.10 Direct Voting ................................ ................................ ................................ ................ 19 5.11 Proxies ................................ ................................ ................................ ......................... 19 5.12 Representatives of body corporate members ................................ .............................. 21 5.13 Rights of Officers and Advisers to Attend General Meeting ................................ ........ 21 5.14 No vote, if contrary to Listing Rules or Act ................................ ................................ ... 22 Part 6 – Directors and Officers ................................ ................................ ................................ ............ 22 6.1 Number of Directors ................................ ................................ ................................ ..... 22 6.2 Appointment of Directors ................................ ................................ ............................. 22 IPH Limited Constitution 2 6.3 Procedure for Appointment of Directors at General Meetings ................................ ..... 22 6.4 Qualification of Directors ................................ ................................ .............................. 23 6.5 Remuneration ................................ ................................ ................................ .............. 23 6.6 Superannuation Contribution ................................ ................................ ....................... 24 6.7 Periodic retirement of Directors ................................ ................................ ................... 24 6.8 Vacation of offi ce ................................ ................................ ................................ ......... 24 6.9 Powers of Directors ................................ ................................ ................................ ..... 25 6.10 Proceedings of Directors ................................ ................................ ............................. 25 6.11 Quorum at Directors meetings ................................ ................................ ..................... 25 6.12 Chairman of meetings ................................ ................................ ................................ .. 26 6.1 3 Dis closure of interests ................................ ................................ ................................ . 26 6.14 Vacancies ................................ ................................ ................................ .................... 27 6.15 Delegations to committees ................................ ................................ .......................... 27 6.16 Circular resolutions ................................ ................................ ................................ ...... 28 6.17 Defects in appointments ................................ ................................ .............................. 28 6.18 Managing Director ................................ ................................ ................................ ....... 28 6.19 Secretary ................................ ................................ ................................ ..................... 29 6.20 Other officers ................................ ................................ ................................ ............... 29 Part 7 – Execution and Inspection of Documents ................................ ................................ ............... 29 7.1 Execution of documents ................................ ................................ .............................. 29 7.2 Signing of certificates ................................ ................................ ................................ ... 29 7.3 Inspection of records ................................ ................................ ................................ ... 29 Part 8 – Distributions ................................ ................................ ................................ ........................... 30 8.1 Powers to declare and pay divid ends ................................ ................................ .......... 30 8.2 Differential dividends ................................ ................................ ................................ ... 30 8.3 Reserves ................................ ................................ ................................ ...................... 31 8.4 Distribution in specie ................................ ................................ ................................ .... 31 8.5 Election to reinvest or fo rgo dividend ................................ ................................ ........... 32 8.6 Payment of distributions ................................ ................................ .............................. 33 8.7 Capitalisation of profits ................................ ................................ ................................ 33 8.8 Ancillary powers ................................ ................................ ................................ ........... 33 8.9 Unclaimed money ................................ ................................ ................................ ........ 34 Part 9 – Notices ................................ ................................ ................................ ................................ .. 34 9. 1 Notices generally ................................ ................................ ................................ ......... 34 9.2 Notices to “lost” members ................................ ................................ ............................ 35 Part 10 – Winding Up ................................ ................................ ................................ .......................... 35 10.1 Wind ing up ................................ ................................ ................................ ................... 35 Part 11 – Protection of Certain Officers ................................ ................................ .............................. 35 11.1 Indemni ty and insurance ................................ ................................ .............................. 35 Part 12 – Restricted Securities ................................ ................................ ................................ ........... 36 12.1 No Disposals ................................ ................................ ................................ ................ 36 12.2 Returns of capital ................................ ................................ ................................ ......... 37 12.3 Breach ................................ ................................ ................................ ......................... 37 Part 13 – Small Holdings ................................ ................................ ................................ .................... 37 13.1 Divestment Notice ................................ ................................ ................................ ........ 37 13.2 Relevant Period ................................ ................................ ................................ ........... 37 13.3 Company can sell Relevant Shares ................................ ................................ ............. 37 13.4 No obligation to sell ................................ ................................ ................................ ..... 38 13.5 Company as member’s attorney ................................ ................................ .................. 38 IPH Limited Constitution 3 13.6 Conclusive Evidence ................................ ................................ ................................ ... 38 13.7 Registering the purchaser ................................ ................................ ............................ 38 13.8 Payment of proceeds ................................ ................................ ................................ ... 39 13.9 Costs ................................ ................................ ................................ ............................ 39 13.10 Remedy limited to damages ................................ ................................ ........................ 39 13.11 Dividends and voting suspended ................................ ................................ ................. 39 13.12 12 month limit ................................ ................................ ................................ .............. 40 13.13 Effect of takeover ................................ ................................ ................................ ......... 40 Part 14 – Proportional takeover offers ................................ ................................ ................................ 40 14.1 Definitions ................................ ................................ ................................ .................... 40 14.2 Transfers not to be registered ................................ ................................ ...................... 40 14.3 Resolution ................................ ................................ ................................ .................... 40 14.4 Sunset ................................ ................................ ................................ .......................... 41 IPH Limited Constitution CONSTITUTION OF IPH LIMITED (ACN 169 015 838 ) A company limited by shares Part 1 – Preliminary 1.1 Name The name of the Company is “ IPH Limited ”. 1.2 Definitions (a) In this Constitution: Act m e ans the Corporations Act 2001 (Cth) as varied or modified in its application to the Company by any de termination made by the Australian Securities and Investments Commission, including, without limitation, by way of class order relief ; Annual General Meet i ng means the annual general meeting of members of the Company required to be held under Section 250N of the Act; ASX Settlement Operating Rules means the business rules of the clearing and settlement facility maintained by ASX Settlement Pty Limited (ABN 4 9 008 504 532); ASX Trade means the Exchange’s automated trading system as amended from time to time; Business Day has the meaning given to that term in the Listing Rules; CHESS Approved has the meaning given to that term in the Listing Rules; Director me a ns a person appointed and acting in the position of a Director of the Company ; Dispose , when used in Part 12 , has the meaning given to that term in the Listing Rules; Divestment Notice is a notice given under Rule 13.1 to a Small Holder or a New Small Holder; dividend includes interim dividend; Escrow Period means, in relation to Restricted Securities, the escrow period applicable to those Restricted Securities under the Listing Rules; Exchange means the securities exchange operated by the ASX Limited and includes, without limitation, any successor; Gene ral Me eting means a meeting of m embers; Holding Lock has the meaning given to that term in the Listing Rules; Listed Company means a company admitted t o, and not removed from, the official list of entities of the Exchange; Listing Rules means the Listing Rules o f the Exchange and any other rules of the Exchange which are applicable while the Company is admitted to the Official List of the Exchange, each as amended or replaced from time to time, except to the extent of any express written waiver by the Exchange; M anaging Director means a Director appointed as managing director in accordance with Rule 6.18 ; IPH Limited Constitution 2 Market Value in rela t ion to a share is the closing price of the shar e on ASX Trade ; member means a person who is a member of the Company , appearing as such in the register ; New Small Holder is a member who is the holder or a joint holder of a New Small Holding ; New Small Hold i ng is a holding of shares created after the date on which this Constitution came into effect by the transfer of a parcel of shares the aggregate Market Value of which at the time a proper ASX Settlement Operating Rules transfer was initiated or a paper ba s ed transfer was lodged, was less than a marketable parcel of shares as provided under the Listing Rules ; Official List has the same meaning as that term under the Listing Rules; Personal Representative means, in the case of a deceased person, the legal pe r son al representative, executor or administrator and , in the case of a bankrupt person, or a person whose property is able to be dealt with under a law about mental health or is a minor , the person who establishes to the satisfaction of the Directors that i t p roperly has the management or guardianship of the estate of the relevant member or otherwise establishes to the satisfaction of the Directors that it is entitled to the share in consequence of the relevant member becoming bankrupt , of unsound mind or b e ing a minor ; present in person means present in person (including as contemplated by R u l e 5.1(d)(ii) ) , by proxy, by attorney and, in the case of a corporation, by representative appointed under Rule 5.12 and, in the case of an individual envisaged in Rule 4.4 and Rule 5.9(a)(vii) , by P ersonal R epresentative, committee, trustee or other proper appointee; regist er means any register of members of th e Company wherever located; Relevant Period is the period specified in a Divestment Notice under Rules 13.1 and 13.2 ; Related Body Corporate has the same mea nin g as that term under the Act; Relev ant Shares are the shares specified in a Divestment Notice; resolution means: (i) in the case of a resolution of memb ers, a resolution that has been passed by more than 50% of the votes cast by members who are not excluded fr om voting on the resolution; and (ii) in th e case of a resolution of directors, a resolution that has been passed by more than 50% of the votes cast by d irectors who are not excluded from voting on that resolution; Restricted Securities has the meaning provided in the Listing Rules; Restriction Dee d has the meaning provided in the Listing Rules; Secretary means any person appointed to perform the duties of a secretary of the Company; Small Holder is a member who is the holder or a j oint holder of a Small Holding ; Small Holding is a holding of sha res the aggregate Market Value of which at the relevant date is less than a marketable parcel of shares as provided under the Listing Rules ; and special resolution means a resolution that has been passed by at least 75% o f the votes cast by members who are no t excluded from voting on the resolution. IPH Limited Constitution 3 1.3 Application of Act and Listing Rules (a) This Constitution is to be interpreted subject to the Act and , while the Company is a Listed Company, the Listing Rules. (b) The Company and th e Directors must, notwithstanding a ny c ontrary provision in this Constitution, comply with the obligations imposed on them under the Act and while the Company is a Listed Company, the Listing Rules. (c) The Company and the Directors must, while the Company is a Listed Company, exercise their po wer s in such a way to ensure that the Listing Rules are complied with unless to do so w ould be unlawful or a breach of duty . This obligation does not detract or alter the power of the Company and its Directors to cause t he Company to cease to be a Listed Com p any. (d) Unless the contrary intention appears, an expression in a clause which is defi ned by or that deals with a matter dealt with by: (i) a provision of the Act has the meaning given to that expression in that provision of the Act; or (ii) a provision of Listing Ru l es has the meaning given to that expression in that provision of the Listing Rules ; or (iii) a provision of the ASX Settlement Operating Rules has the meaning given to that expression in that provision of the ASX Settlement Operating Rul es. (e) For so long as th e C o mpany is a Listed Company, the following clauses apply: (i) notwithstanding anything co ntained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done; (ii) nothing contained in this Con stitution prevents an act being don e t h at the Listing Rules require to be done; (iii) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); (iv) if the Listing Rules requir e this Constitution to contain a pr ovi s ion and it does not contain such a provision, this Constitution is deemed to contai n that provision; (v) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Con stitution is deemed not to contain tha t provision; and (vi) if any provision of this Constitution is or becomes inconsistent wi th the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency. (f) While any of the s ecurities in the Company are CHESS App r oved, the Company must comply with the ASX Settlement Operating Rules. 1.4 Exercise of Powers The Company may exercise any power which under the Act a company limited by shares may exercise if authorised by its constituti on. 1.5 Exclusion of Replaceable Rules The replaceable rules applicable to a public company contained in the Act do not apply to the Company. 1.6 Interpretation In this Constitution, unless the contrary intention appears: IPH Limited Constitution 4 (a) a reference to a Rule is a reference to a rule of this Constitution; (b) a refere nce to a statute, ordinance, code or other law includes without limitation regulations and other instruments under it and consolidations, amendments, re - enactments or replacements of it; (c) the singular includes without limi tation the plural and vice versa; (d) t he w ord “ person ” includes without limitation a firm, a body corporate and an unincorporated association or an authority; (e) a reference to a “ person ” includes without limitation a reference to the person’s executors, adminis trators, successors, substitutes an d a s signs; (f) othe r parts of speech and grammatical forms of a word defined in this Constitution have a corresponding meaning; (g) if any action under this Constitution must be completed on a Business Day, it must be completed b efore 5:00pm (Syd ney time) on that Bus i ness Day; (h) a reference in a Rule relating to partly paid shares to a call or an amount called in respect of a share includes a reference to a sum that, by the terms of issue of a share, becomes payable on allotment or at a fixed date; and (i) headings and c ros s references to legislation are inserted for convenience and do not affect the interpretation of this Constitution. Part 2 – Share Capital 2.1 Power of Directors to issue shares, options and other securities Without prejudice to any special rights previously confe rre d on the hol ders of any existing shares or class of shares, but subject to this Constitution, the Act and the Listing Rules, the Directors may issue or grant shares or options over shares in and other securities of the Company with such preferred, defer red or other sp ecial rights or such restrictions, whether with regard to dividend, voting, return of capital, payment of calls or otherwise, as the Directors determine. 2.2 Preference shares The Company may issue preference s hares from time to time . Without p rej u dice to rig hts previously conferred on holders of existing preference shares, p reference shares have the following rights and restrictions: (a) repayment of capital : the right in priority to any other class of share to re payment of the amount of the share: (i) in a winding up or reduction of capital; and (ii) in the case of a redeemable preference share, on re demption; (b) dividends : the right to payment out of the profits of the Company or other amounts available for distribution as d ividends of the Company, as a prefe ren t ial dividend in priority to the payment of a dividend on any other class of shares, accruing from day to day and payable on the amount paid on the share at the t imes and at the rate, which may be fixed or variable, sp ecified at the time of issue; (c) accru ed d ividends : the right in priority to any other class of shares to the amount of any dividend accrued but unpaid on the share: (i) in a winding up or reduction of capit al; and (ii) in the case of a redeemable preference share, on redemption; IPH Limited Constitution 5 (d) participation in surpl us a ssets and profits : no rights to participate in the profits or property of the Company other than as set out in this Rule 2.2 whether on a winding up, reduction of capital or redemption in the case of a redeemable preference sh a re; (e) attending General Meeting s and receiving documents : the same right as the holder of an ordina ry share to: (i) receive notice of a General Meeting ; (ii) attend the General Meeting ; and (iii) receive notices, reports and audited a ccounts; (f) voting : the right to vote in t he following circumstances and in no other circumstances: (i) on a proposal to wind up the Company ; (ii) o n a proposal to reduce the share capital of the Company ; (iii) on a proposal to dispose of all the property, business and unde rtaking of the Company; (iv) during the per i od during which a dividend or part of a dividend in respect of the preference share is in arrears; (v) on a resolution to approve the terms of a buy - back agreement; (vi) on a proposal that affects the rights attached to the sh are; or (vii) during the winding up of th e C o mpany; (g) redemption : in the case of a redeemable preference share, the right to require the Company to redeem the preference share at the time and place specified in the certificate for the preference share; and (h) restric tions : the restrictions, if any, sp eci f ied in the certifi cate for the preference share. 2.3 Classes of shares (a) If the capital of the Company is divided into different classes of shares, unless otherwise provided by the terms of issue of those shares, the Compan y may vary the rights attached to a ny c lass of shares if the variation is approved: (i) in writing by members holding at least 75% of the total number of issued shares of tha t class; or (ii) by a special resolution passed at a separate meeting of shareholders holdi ng shares of that class. (b) The provis ion s of this Constitut ion relating to General Meeting s apply so far as they are capable of application to every meeting referred to in Rule 2.3(a) except that the quorum for any such mee ting w ill be members present in person an d h o lding or representing at least 25% of the issued shares of that class. (c) Any shares of a class may be converted to shares of any other class by agreement between the Company and all the holders of the shares to be conve rted on such terms as the Directors de t ermine. (d) Any issue of securities ranking in priority, or any conversion of existing securities to securities ranking equally or in priority, to an existing class of preference shares is a variation of the rights attach ed to that existing class of prefer enc e shares unless the issue or conversion is expressly permitted by the terms of issue of the existing preference shares . IPH Limited Constitution 6 (e) Any issue of securities ranking equally or in priority , or any conversion of existing securi ties t o securities ranking equally or in pri o rity , to an existing class of shares (other than preference shares) does not constitute a variation of the rights attached to that existing class of shares unless otherwise provided by the terms of issue of the existi ng shares . 2.4 Brokerage and commission (a) Th e Company may exercise the powers to pay brokerage or commission conferred by the Act in the manner provided by the Act . (b) The brokerage or commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares . 2.5 Recognition of third party interests (a) Except as required by law or provided by t his Constitution, the Company is entitled to treat the registe red holder of a share as the absolu te o wner of that share and must not recognise a person as holding a share upon any trust. (b) The Company: (i) is not compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equita ble, contingent, future or partial cla i m to or interest in any share or unit of a share; or (ii) is not compelled to recognise any other right in respect of a share except an absolute right of owners hip in the registered holder, even if the Company has notice o f that claim or interest . 2.6 Certifica tes (a) The Directors may determine: (i) not to issue a certif icate for a share or option; or (ii) to cancel a certificate for a share or option, without iss uing a replacement certificate, if it is not contrary to the Act, and, if app licable, the Listing Rules and the ASX Settlement Operating Rules. (b) Where the Directors have determined under Rule 2.6(a) not to issue a certificate or to cancel a certificate, a member is entitled to receive a statement of the holdings of the member setting out the number of shares and the issue price and any other matter which the Company is requi red to give under this Constitution and the Act and, if applicable , the Listing Rules and the ASX Settlement Operating Rules. (c) Each me mber is entitled without payment to re c eive a certificate for shares issued as required under the Act unless that member’s shares are held as an uncertificated holding. 2.7 Power to alter capital (a) The Company may by resolution passed at a General Meeting alter its share capital: (i) by converting an y o r all of its existing shares into a larger or smaller number of shares , provided that the proportion of the amount unpaid on shares being converted (if any) must be the same on the converted shares; and (ii) by cancelling s hares that, at the date of the pass ing of the resolution to that effect, have not been taken or agreed to be taken by any p erson or that have been forfeited and by reducing its share capital by the amount of the shares so cancelled; and IPH Limited Constitution 7 (iii) by, subject to the Act and the terms of issue of a cla ss o f shares, converting shares from one class to another; and (b) Without limiting Rule 2.7(a) , t he Company may reduce, alter or buy - back its share capital i n any manner provided under the Act. The Directors may do anything requi red to give effe ct to any resolution authorising a reduction, alteration or buy - back of the share capital of the Company. 2.8 Employee incentive plan The Directors may , on such terms as they think fit : (a) implement one or more e mployee incentive plans under which se c urities of t he Company or of a R elated B ody C orporate including, without limitation, shares or options over shares, may be issued or otherwise provided to or for the benefit of any employee or officer (including, with out limitation, any Director) of th e C o mpany or of a Related Body Corporate or to a relative of that officer or to an entity in which that officer or a relative of that officer has an interest; (b) amend, suspend or terminate any employee incentive plan implem ented by them; and (c) give financial a ssi s tance in con nection with the acquisition of securities of the Company or of a Related Body Corporate under any employee incentive plan in any manner permitted by the Act. Part 3 – Calls, Forfeiture, Indemnity a nd Lien 3.1 Calls (a) Subject to the Act, the Listing Rul es a nd the terms of issue of the shares, the Directors may make calls on the members in respect of any money unpaid on the shares of the members (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue of t hos e shares made payable at fixed times. (b) Within the time frame provided under the Listing Rules, or if the Listing Rules do not apply to the call, at least 10 Business Days before the time for payment of the call, written notice specifying the amount of th e c a ll, the time and place of payment, must be given to each member holding shares in respect of which the call is made and each member must pay to the Company the amount called on their shares at the time and place so sp ecified. (c) A call is taken to have be en m ade at the t ime when the resolution of the Directors authorising the call was passed. (d) A call may be required to be paid by instalments. (e) The joint holders of a share are jointly and severally liable to pay all calls an d other amounts required to be paid in respect of t hat share. (f) The Directors may revoke or postpone a call or extend the time for payment. (g) The non - receipt of a notice of a call by, or the accidental omission to give notice of a call to, any member does not invalidate a call. (h) Any shares on wh ich a call is un paid at the end of 10 Business Days after the day for its payment may be forfeited by a resolution of Directors . (i) Subject to the Act, if a sum called or otherwise payable to the Company in respect of a shar e is not paid before or on the day app o inted for pa yment of the sum, the person from whom the sum is due must pay interest on the sum from the due date to the time of actual payment, at the rate of 6% per annum or such other rate as the Directors may deter mine . The Directors may waive paym ent of that interest wholly or in part. IPH Limited Constitution 8 (j) Subject to any notice requirements under the Listing Rules, if the terms of issue of a share provide for an amount to be payable on allotment or at a fixed date, for the purposes of this Constitution those amounts ar e p a yable as if a call was duly made in accordance with this Rule 3.1 of that amount and, in the case of non - payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherw ise apply as if that sum had become payable by virtue of a call duly made and notified. (k) On the iss ue of shares, the Directors may differentiate between the holders as to the amount of calls to be paid and the times of pay ment. 3.2 Prepayments of calls (a) The Dire cto r s may accept from a member the whole or a part of the amount unpaid on a share although no par t of that amount has been called up. (b) The Directors may authorise payment by the Company of interest on the whole or any par t of an amount so accepted, until t he a mount becomes payable, at such rate, not exceeding the prescribed rate, as is agreed between t he Directors and the member paying the sum. (c) For the purposes of Rule 3.2(b) , the prescribed ra te of interest is: (i) if the Company h as f ixed a rate by resolution - th e rate so fixed; and (ii) in any other case – 10% per annum. 3.3 Forfeiture (a) Subject to the Act and the Listing Rules, i f a member fails to pay a call or instalment of a call on the day appointed f or payment of the call or instalmen t, w hile any part of the call or i nstalment remains unpaid, the Directors may serve a notice on them requiring the member to pay all or any of the following: (i) the unpaid amount; (ii) any interest that has accrued on the unpaid amount; and (iii) all expenses incurred b y t h e Company a s a consequence of non payment, ( Forfeiture Notice ). (b) A Forfeiture Notice under Rule 3.1(a) must: (i) specify a further day (not earlier than the expiration of 10 Business Days from the date of service of the notice) on or before which the payment required b y the notice is to be made; and (ii) state that, in the event of non - payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forf eited. (c) Subject to the Act and the L ist i ng Rules , the Directors may accept on any terms they think fit the surrender of any share which is lia ble to be forfeited under Rule 3.3(b) and may also accept the gratuitous surrender of any fully paid share. Any share so sur r endered is taken to be a forfeited share under Rule 3.3(d) . (d) Subject to the Act and the Listing Rules, if the requirements of a Forfeiture Notice under Rule 3.3(a) are not complied with, any shar e i n respect of which the no tice has been given may at any time afterwards, but before the payment required by the Forfeiture Notice has been made, be forfeited by a resolution of the Directors to that effect. (e) A forfeitur e under Rule 3.3(d) includes all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. (f) If a share is forfeited in acc ordance with this Constitution: IPH Limited Constitution 9 (i) notice of the forfeiture must be given to the members in whose name the forfeited share stood imm ediately before forfeiture; and (ii) the forfeiture and the date of forfeiture must be recorded in the regi ster. (g) Omission or neglect to give notice of forfeiture or to record forfeiture in the regi ster wi ll not invalidate a forfeitu re. 3.4 Powers of Directors (a) Subject to the Act and the Listing R ules, a forfeited share is deemed to be property of the Company and may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and, at any time before a sale or d isposition, the forfeiture may be cancelled on such terms as the Directors think fit. (b) A statement in writing declaring that the person making the statement is a Director or a Secretary and that: (i) a share in the Company has been duly forfeited on a date sta t ed in the statement; or (ii) a particular sum is payable by a member or former member to the Company as at a particular date in respect of a call or instalment of a call (including interest), is prima facie evidence of the facts stated in the statement as a gai n st all persons claiming to be entitled to the share and against the member or former member who remains liable to the Company as envisaged in Rule s 3.5(a)(iv) and 3.5(a)(v) . 3.5 Effect of Forfeiture (a) S u bject to the Act and the Listing Rules , a member wh ose shares have been forfeited: (i) ceases to be a member in respect of the f orfeited shares; (ii) has no claims or demands against the Company in r espect of the forfeited sha res; (iii) has no other rights or entitle men t s in respect of the forfeited shares except as provided in the Act or expressly reserved by this Constitution; (iv) remains liable for, and must pay to the Company, all am ounts payable to the Company in respect of the forf eited shares as at the date of forf eit u re; and (v) remains liable for, and must pay to the Company, interest on the amounts payable to the Company in respect of the forfeited shares calculated from the date of forfeiture until and including the date of payment s of those amounts at the rate reso lve d by the Directors. (b) Notwithstanding Rules 3.5(a)(iv) and 3.5(a)(v) the Directors may at their discretion enforce payment of amounts payable under those Rules bu t are under no obligation to do so. 3.6 Tr a nsfers after forfeiture and sale (a) The Co mpany may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and the Directors may authorise a person to execute or effect a t ransfer of the share in favour of t he p erson to whom the share is sold or disp osed of. (b) On the execution of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as considerat ion. (c) The title of the transferee to th e share is not affected by any irregular ity or invalidity in connection with the forfeiture, sale or disposal of the share. (d) Subject to the terms of issue of the forfeited share, the consideration received for the sale or disposition of a forfeited share mu s t be applied by the Company in the foll owing order: IPH Limited Constitution 10 (i) in payment of the costs of sale or disposition ; (ii) in payment of all amounts (if any) secured by the lien over that share or all money (if any) that was payable in resp e ct of that forfeited share; and (iii) wh ere the share was forfeited under Rule 3.3(d) , the surplus (if any) in payment to or as directed by the member in whose name the forfeited share stood imm ediately before the forfeiture. 3.7 Lien o n shares (a) To the extent permitted un der the Act and the Listing Rules, t he Company has a first and paramount lien on : (i) every share (not being a fully paid share) for all money (including, without limitation, all calls and instalments ) and amounts : (A) due and un paid to the Company at a fixed time in respect of that share; (B) presently payable by a holder of the share or by the holder’s estate, to the Company in res pect of that share; (C) which the Company is required by law to pay (and has paid) in respect of that share , and reasonable interest and expen ses beca use the amount is not paid; and (ii) every share acquired under an employee incentive plan established by the Company for the benefit of employees or officers of the Company and its Related Bodies Corporate in respect of whi ch an amount is owed to the C omp a ny or Related Body Corporate of the Company for the acquisition of that share. (b) The Directors may at any time exempt a share wholly or in part from the provisions of this Rule 3.7 . (c) The Comp any’s lien (if any) on a share exte nds to all dividends payable and entitlements deriving in respect of the share . The Directors may retain any dividends or entitlements and may apply them in or to wards satisfaction of all money due to the Company in resp ect of which the lien exists. (d) No pe rso n is entitled to exercise any rights or privileges as a member in respect of a share until t he y ha ve paid all calls and instalments of calls for the time being payable in respect of that share. 3.8 Exercise of lien (a) Subject to Rule 3.8(b) , the Company may sell any shares on which the Company has a lien in such manner as the Directors think fit. (b) A share on which the Company has a lien may not be sold unless: (i) a sum in respect of which the lien exis ts is presently payable; and (ii) not le ss t han 10 Business Days before the date of the sale the Company has given to the registered hold er for the time being of the share or the person entitled to the share by reason of the death or bankruptcy of the registere d holder a notice in writing settin g o u t and demanding payment of such part of the amount in respect of which the lien exists as is presently payable. IPH Limited Constitution 11 3.9 Completion of sale (a) For the purpose of giving effect to a sale pursuant to Rule 3.8 , the Directors may authorise a p erson to transfer the shares sold to the purchaser of the shares. (b) Subject to the Listing Rules, the Company must register the purchaser as the holder of the shares comprised in any such transfer, whereupon the validit y of the sale may not be impeached by a ny person, and the purchaser is not bound to see to the application of the purchase money. (c) The title of the purchaser to the shares is not affected by any irregularity or invalidity in connection with the sale. (d) The re medy of any person aggrieved by any s u c h sale is in damages only and against the Company exclusively. (e) Unless otherwise determined by the Directors, the registration of a purchaser as the holder of shares the subject of a lien operates as a waiver of the Co mpany’s lien on those shares. 3.10 Appli ca t i on of proceeds of sale The Co mpany must apply the proceeds of a sale mentioned in Rule 3.8 in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue (if any) must be p ai d to the person who was entitled to the shares immediately prior to the sale. 3.11 Indemnity for Taxation (a) If any law, regulation, order or other directive for the time being of any place (international, national, state or lo cal) imposes or purports to impose an y immediate, future or possible liability on the Company to make any payment , or empowers any government (international, national, state or local), government official or taxing or other government authority to require the Company to make any payment , in r e s pect of : (i) any shares registered in the name of the member in the register (whether solely or jointly with others) ; o r (ii) any dividends, interest, bonuses or other moneys or distributions paid or payable or entitlements de rive d or deriving in respect of any s u c h shares ; or (iii) or on account of any member (whether in consequence of the death of that member, the non - payment of any income or other tax by that member, the non - payment of any estate, probate, succession, death, stamp or other duty by the member or by th e executor or administrator of the estate of that member or otherwise) , ( Imposts ) . (b) T he relevant member or their estate must fully indemnify the Company from and against all liability arising in connection with all Impos ts . (c) T he Company has a lien on the s ha r e s registered in the name of that member for all moneys paid by the Company in respect of those shares under o r in consequence of any Impost . (d) T he Company may recover, as a debt due from that member or their estate, the amount of any Impost (together wit h i n terest on the sum from the day of payment of the sum by the Company to the time of actual repayment by the member or their estate, at such rate not exceeding 12% per annum as the Directors determine . The Directors ma y waive payment of tha t interest wh ol l y or in part). (e) Nothing in this Rule 3.11 prejudices or affects any right or remedy which may be conferred on the Company at law. IPH Limited Constitution 12 Part 4 – Transfer and Tran smission of Shares 4.1 Transferability of sha res (a) Subject to this Constitution an d t h e Act, a member may transfer all or any of their shares by a transfer document in any form approved by the Exchange or in any other form that the Directors approve . (b) The Company must not charge a fee on the transfer of any shares except as permitted by th e Listing Rules . (c) A transferor of shares remains the holder of the shares transferred until the transfer is: (i) effected in accordance with the ASX Settlement Operating Rules; or (ii) reg istered and the name of the transferee is entered in the register of members i n respect of the shares. (d) An instrument of transfer must be signed by or on behalf of both the transferor and the transferee unless the transfer: (i) relates only to fully paid shares and signature by the transferee has been dispensed with by the Directors; o r (ii) i s a sufficient transfer of marketable securities for the purposes of the Act. (e) An instrument of transfer must be duly stamped if required by the Act to be stamped. 4.2 Registration o f transfers (a) A transfer document must be l eft for registration at the registe re d office of the Company or at the address where the register is kept on which the shares to which such transfer relates are registered (or such other place as the Directors may d etermine) together with the certificate ( if any) for the shares to which it re l a tes and such other information and documents as the Directors properly require. (b) Subject to this Constitution, on compliance with Rule 4.2(a) the Directors must register the transferee as a member . (c) The Directors may decline to r egister a transfer of shares which are not CHESS Approved securities if the Listing Rules provide or would requir e that registration of the transfer may or should be refused. (d) In relation to securities of the Company w hich are CHESS Approved: (i) subject to R u l es 4.2(d)(ii) to 4.2(d)(iv) , the Company must not prevent, delay or in any way interfere with the registration of a proper ASX Settlement Operating Rules trans fer; (ii) the Company may r equire a hold in g lock to be applied to specified CHESS Approved securities where permitted to do so by the Listing Rules; (iii) the Company may refuse to register a transfer where permitted to do so by the Listing Rules and must refuse to r egister a transfer if required to d o s o by the Listing Rules; and (iv) the Company may refuse to register a transfer where the transfer is not in registrable form. (e) If the Company refuses to register any transfer of shares, it must give to the transferee and to the stockbroker (if an y) by whom th e t r ansfer was lodged for registration, written notice within IPH Limited Constitution 13 5 Business Days after the transfer was lodged with the Company, stating that the Company has so refused and the reasons for the refusal. 4.3 Suspension of transfer s Subject to the ASX S ettlement Ope ra t i ng Rules, the registration of transfers may be suspended at such times and for such periods as the Directors from time to time decide provided that such suspension does not exceed in aggregate 30 days in any calendar year. 4.4 Transmission of Shares (a) If a m em b e r who does not hold shares as a joint holder dies the P ersonal R epresentatives of the deceased member are the only persons required to be recognised by the Company as having any title to the deceased member’s interest in the shares . (b) If a member who hol ds s hares jointly with another person or persons dies, the surviving member or members are the only persons required to be recognised by the Company as having any title to the deceased member’s interest in the shares (c) This Rule 4.4 does not release the estate of a deceased holder from any liability in respect of a share that had been held by them solely or jointly with other persons. (d) Subject to the Bankr uptcy Act 1966, and the ASX Settlement Ope rating Rules , the Person al Represen ta t i ve of the relevant member may, on the production of such information as is properly required by the Directors, elect either to be registered as holder of the share or to have some other nominated person registered as the transferee of the share. (e) If a P er s o nal Representative elects to be registered themselves as the holder of the share , t he y must give to the Company a notice in writing signed by them to that effect . (f) If a Personal Representative elects to have another pe rson registered as the holder of th e s h are , the Personal R epresentative must execute a transfer of the share to that other person and must provide that trans fer to the Company . (g) All the limitations, restrictions and provisions of this Constitution relating to the right to transfer and the re gis t ration of transfer of shares are applicable to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member. (h) Where the regis tered holder of a share dies or bec ome s bankrupt or of uns ound mind , their Personal Representative , on the production of such information as is properly requ ired by the Directors is entitled to the same dividends, entitlements and other advantages and to t he same rights (whether in relation to meetings of the Com pany or to voting or otherwise) as the registered holder would have been entitled to if t he y had no t died or become bankrupt. (i) Where 2 or more persons are jointly entitled to any share in consequence of the death or bankruptcy or unso und n ess of mind of the registered holder of a share , for the purpose of this Constitution they are taken to be joint holde rs of the share. Part 5 – General Meetings 5.1 Convening of General Meetings (a) A G eneral M eeting may be convened by: (i) a Director; (ii) the Directors by r es o l ution of the board; (iii) members of the Company in accordance with Sections 249 E and 249F of the Act ; or (iv) the court in accor dance with Section 249G of the Act. IPH Limited Constitution 14 (b) A General Meeting must be convened by the Directors if requeste d by members in accordance with Sec tio n 249D of the Act. (c) T he Directors may, by notice to the Exchange, postpone, cancel or change the venue for a General Meeting , but a General Meeting convened pursuant to a request by members made under Section 2 49D of the Act may not be postponed be y ond t he date by wh i ch the Act requires it to be held and may not be cancelled without the consent of the members who requested it. (d) A General M eeti ng may be held in a ny manner permitted by the Corporations Act , in cluding : (i) at one or more p hysical ven ues ; or (ii) at on e or more physical venues and using any virtual meeting technology approv ed by the Directors , which gives the members as a whole a reasonable opportunity to part icipate and pa rticipation by a person in a meetin g using any such virtual meeting technology wi ll constitute their presence as if in p erson . (e) If a G eneral M eeting is to be held in accordance with R ule 5.1(d)(ii) : (i) t he Directors may prescribe the regulations, rules and procedures in re lation to the manner in which the meetin g is to be conducted, and may communicate su ch regulations, rules and procedures (o r instructions on how they can be acces sed) to members by notification to the Exchange ; and (ii) the inability of one or more members to a ccess, or to continue to access, the mee ting using any virtual meeting technology will not affect th e va lidity of a meeting or any business conducted at a meeting , provided that sufficient members are able to participate in the meeting as are required to constitute a quor um. 5.2 Notice of General Me etings (a) S ubject t o this Constitution and to the rights or res trictions attached to a ny shares or class of shares, notice of a General Meeting must be given within the time limits prescribed by the Act and in the m anner authorised by Rule 9.1 to each person who is at the date of the notic e: (i) a member; (ii) entitled u nder this Constitution either to be reg istered a s the holder, or to the transfer, of any shares who has satisfied the Directors o f that person’s righ t to be registered as th e holder of, or the transferee of, the shares; (iii) a Director; o r (iv) an auditor of the Com pany, and, while the Company is a Liste d Company , notice must be given to the Exchange within the time limits prescribed by the L isting Rules. (b) All no tices convening General Meeting s must sp ecify : (i) the physical venue or venues for the meeting and , if in accordance with Rule 5.1(d)(ii) members are able to part icipa te using virtual meeting technolog y , the means by which a person may register for and p articipat e in the meeting usi ng that te chnology ; (ii) the date and hour of the meeting; and (iii) the general nature of the business to be transacted at the meeting and any other matters required by the Act . (c) The non - re ceipt of a notice co nvening a General Meeting by or the ac cidental omission to give such notice t o any pers on entit led to receive such notice does not invalidate the proceedings at or any resolution (ordinary, special or otherwise) passed at any such meeti ng. IPH Limited Constitution 15 (d) A person’s atten dance at a General Meeting : (i) w aives any objection that pers on may have to a fa ilure to g ive noti ce, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeti ng; and (ii) waives any o bjection that person may have to the c onsideration of a pa rticular matter at the meetin g which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented . 5.3 Admission to Gener al Meetings The chairman of a General Meeting may refuse a dmission to or requ ire to lea ve and r emain out of the General Meeting , any person: (a) in possession of a pictorial - recording or sound - recording device; (b) in possession of a placard or banner; (c) in possessi on of an article considered b y the cha irman of the meeting to be dangerous or offensive or who behaves or threatens to behave in a dangerous or offensive manner ; (d) who refuses to produce or to permit examination of any article, or the con tents of any article , in the person’s possession; (e) in posse ssion of an article considered by the c hairman of the mee ting to be disruptive or who behaves or threatens to behave in a disruptive manner; or (f) who is not a member, Director or auditor of the Compan y, or any other pers on at the absolute discretion of the c hairman of the meeti ng. 5.4 Quorum (a) No busin ess may be transac ted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business . Except as otherwise prov ide d in this Constit ution, the lesser (by number) of: (i) five members present in person; or (ii) members present in person representing at least 10% of the voting shares, constitutes a quorum. (b) For the purpose of constituting a quorum under Rule 5.4(a) , mem bers need not be physically i n attenda nce at the same plac e . (c) If a quorum is not present within 30 minutes from the time appointed for the meeting: (i) where t he meeting was convened on the requisi tion of members, the meeting must be dissolved; or (ii) in any ot her case: (A) the meeting stands adjo urned to such day and at such time and place as the Directors determine or, if no determination is made b y the Directors, to the same day in the next week at the s ame time and place ; and (B) if at the adjourned meet ing a quorum is not present within 30 minutes from the time appointed for the meeting, the meeting must be dissolved. IPH Limited Constitution 16 5.5 Chairman of General Mee tings (a) If the Directo rs have elected one of their number as chairman of their m eetings, t he y or, in their absence, o r u nwillingness or inability to a ct , the depu ty chairman must preside as chairman at every General Meeting . (b) Where a General Meeting is held a nd: (i) a chairman has n ot been elected as provided by Rule 5.5(a) ; or (ii) the chairman or dep uty chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling or unable to act, the D irectors present may choose one of their number or, in the absence of all Dire ctors or if the Directors present are unwilling or unable so to act, the members p resent in person must elect one of their number to be chairman of the meeting. (c) A chair man o f a G eneral Meeting may, for any item of business or discrete p art of the meeting, vacate the chair in favour of another person nominated by the chairman ( Acting Cha ir man ). Where an instrument of proxy appoints the chairperson as proxy for part of the pro ceedi ngs for which an Act ing Chair man has been nominated, the i nstrument of proxy i s taken to be in favour of the Acting Chair man for the relevant part of the procee dings. (d) The chairman of a General Meeting: (i) has charge of the general conduct of the General M eeti ng and of the proc ed ures to be adopted at the General M eet ing; (ii) may determine a ny dispute about the admission or rej ection of a vote (including a vo te effected b y way of a proxy); (iii) may require the adoption of any procedure which is, in the chairman ’s opinion , necessary or desir able for proper and orderly debate and discussion and the proper and orderly castin g or recordi ng of votes at the General M eeting; and (iv) may, having regard where necessary to Sections 250S, 250SA and 250T of the Act, terminate discussion or deb ate on any mat ter whenever the chairman considers it necessary or desira ble for the proper conduct of the Gen eral M eeting, and a decision by the chairman under this Rule 5.5(d) is final. 5.6 Adjournments and postponements (a) The chairman may , in th eir discretion , and mus t , if so direct ed by any General Me eting at which a quorum is present , a djourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than : (i) the busi ness left unfinished at the meeting from which the adjourn ment took place ; and (ii) new business of which notice is give n in accordance with Rule 5.2 . (b) Any adjournment or postponement: (i) will be to another time, which may be on the sam e day as the meeting ; and (ii) may be to another p lace or places , which will be taken to be the time and place (s) for the meeting as if specified in the notice which ca lled the meeting originally. (c) When a meeting is adjourned or post poned for 30 days or more, notic e of the adjour ned o r postponed meeting must be given as in the case of an original meeting. IPH Limited Constitution 17 (d) Except as provided by Rule 5.6(c) , it is not necessary to give any notice of an adjou rnment or of the business to be trans acted at an adjourned or postpon ed meeting. 5.7 Voting at General Meetings (a) Except in the case of an y resolution which as a matter of law requires a special majority, questio ns arising at a General Meeting must be decided by a majority of vo tes cast by the memb ers present in person at the mee ting and who are not excluded from voting on the resolution and any such decision is for all purposes a decision of the members. (b) At any G eneral Meeting a resolution put to the vote of the meeting must be decided on a show of hands unles s a poll is demanded , no later than immediately after the declaration of the result of the show of hands by : (i) the chairman ; (ii) at least five members pr esent in p erson and not excluded from voting on the r esolution; or (iii) member s present in person and representing not less than 5% of the total voting rights of all the members not excluded from v oting on the resolution on a poll. (c) Subject to ap plicable law, an d unless o therwise determined by the Directors, a po ll may not be demand ed on the election of a chairman or o n a question of adjo urnment. (d) A demand for a poll may be withdrawn. (e) In the case of a n equality of votes, whether on a show of hands or on a poll, t he chairman of the meeting at which the show of hands takes place or at w hich the poll is demanded, does not h ave a casting vote . (f) Unless a poll is demanded in accordance with this Rule 5.7 , a declaration by the chairman that a resolution has on a show of hands been carried or car ried unanimously or by a particular majority or lost and an entry to that eff ect in the book containing the minutes of the proceedings of th e Company, is conclusive evidence of the fact without p roof of the number or proportion of the votes recorded in fav our of or against th e resolution. 5.8 Taking a poll (a) If a pol l is properly demand ed, it must be taken in the manner and at the time the chairman directs. (b) The result of the poll will determine whether the resolution on which the poll w as demanded is carried or lost. (c) The chairman m ay determine any dispute about the ad mission or rejection of a vote on a poll and that determination will be final and c onclusive. (d) The demand for a poll does not prevent the c ontinuance of a mee ting for the transaction of any business, other than the quest ion on which a poll has been demanded . (e) If a poll has been taken the chairman of the meeting may close the meeting, provi ded that the results of any such poll must be declared by notice on the Ex change within two Business Days of closure of the meeting. 5.9 Rep resentation and Voting of Members (a) Sub ject to this Constit ution (other than Rule 5.11 ) and any rights or restrictions for the time being attached to a ny class of shares: (i) at meetings of members or classes of membe rs each member entitled to attend and vote may attend and vote : IPH Limited Constitution 18 (A) i n person or, where the member is a body corporate, by i ts representative appointed in accordance with Rule 5.12 ; (B) by proxy, app ointed in accordance with Rule 5.11 ; or (C) by attorney or by other appointee envisaged in Rule 4.4 or Rule 5.9(a)(vii) ; (ii) a pr oxy, representative, attorney or other appointee envisage d in Rule 4.4 or Rule 5.9(a)(vii) need not be a member and may be a ppointed for all or any number of meetings , or for a particula r meeting; (iii) on a show of hands, every member present in pe rson (whether or not in one or more capacities) who is not excl uded from voting on the resolution has one vote; (iv) on a show of hands, where a person attending a meeting is present i n person representin g more than one member who is not exc luded from voting on the resolution : (A) the person is entitled to one v ote only despit e the number of members the person represents; (B) that vote will be taken as having been cast for all the members the p erson represents who are not excluded on the resolution ; and (C) if the person ha s been appointed as a proxy under two or more in struments that specify different ways to vote on a resolution, the person may not vote as a proxy on a show of hands, however, if t he person is a membe r, the person may vote on a show of h ands without regard to the proxy the person holds; (v) on a poll, every member present in person who is not excluded from voting on the resolution has the follow ing voting rights: (A) in the case of fully pa id shares, one vote for each share held by the member; an d (B) in the case of par tly paid shares, for each share, a fraction of a vote equivalen t to the proportion which the amount paid up bears to the total issue pric e for the share; (vi) in the case of joint hold ers who are not excl uded from voting on the resolution , t he vote of the senio r holder who tenders a vote, whether in person o r by proxy, rep resentative or attorney, and whether on a show of hands or a poll will be accepted to the exclusion of the votes of the other joint hold ers and, for this purpose, seniority of joint holders wil l be decided by the order in which the names sta nd in the regis ter; (vii) if a member who is not excluded from voting on the resolution is of u nsound mind or is a person whose person or estate is liable to be dealt with in any way under the l aw relating to menta l health or is a minor, their Personal Represent ative may exerc ise any rights of the member in relation to a General Meeting as if the Pe rsonal Representative were the member; (viii) a m ember is not entitle d to vote (and is excluded from votin g) at a General Meet ing in respect of a share in the Company held by them unless al l calls and other sums presently payable by them in respect of that share in the Company have been paid and any vote purported to be cas t by the member or any proxy, represe ntative, attorney of the member or other appointee of the member env isaged in Rule 4.4 or Rule 5.9(a)(vii) must be disregarded ; (ix) a member is n ot entitled to vote (and is excluded from voting) at a Ge neral Meeting if the Listing Rules or the Act require and any vote purported to be cast by the membe r IPH Limited Constitution 19 or any proxy, representative, attorney of the member or other appointee of the member envisaged i n Rule 4.4 or Rule 5.9(a)(vii) must be disregarded; and (x) an objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered . Any such objection must be referred to the cha irman of the meeting , whose decision is final . A vote not disallowed pursuant to s uch an objection is valid for all purposes. (b) If a member who is excluded fr om voting on a resolution as a member, has also been appointed as a prox y for another member who is not excluded from v oting on the resolution, that member may vote on the resolution as a proxy only if the proxy appointment specifies the way the proxy is t o vote o n the resolution and the member ca sts the votes they h old as pro xy in the way specified in the proxy appointmen t. 5.10 Direct Voting (a) The Directors may determine that, for any Gene ral Meeting or class meeting, a member who is entitled to attend that meet ing and vote on a resolution at that meeti ng may submit a dire ct vote. (b) A “direct vote” includes a v ote delivered to the Company by post, fax or any other electronic means approved by the Directors. (c) The Directors may determine the regulations governing the use of and th e members ’ rights relating to “direct vote s ” for the purposes of any General Meeting o r class meeting. (d) Wit hout limiting Rule 5.10(c) , t he Di rectors may specify the form, method , process and timing of giving a “dire ct vote” in respect of any General Meeting or class meeting, a nd any other requirements, in order f or a direct vote to be valid at that meeting. 5.11 Proxies (a) A member who is entitled to a ttend and vote at a General Meeting may appoint not more than two proxies, neither of whom need be a member. For the avoidance of doubt, a member that is a body corporate ma y appoint a proxy. (b) W here a member appoints two proxies but does not specify the pro portion or number of votes each proxy may exercise, each proxy may exer cis e 50% of the member’s votes. (c) An instrument appointing a proxy must be in writing under the hand of the appointor or of their attorney duly authorised in writing or, if the appointor is a body corporate , either under seal or under the hand of an officer or attorney duly authorised, or otherwise aut henticated by the me mber making the appointment and must contain the informat ion required by Section 250A(1) of the Act and the Listing Rule s . (d) For the purpose of Rule 5.11(b) , an appoin tment received at an electronic address wi ll be taken to be si gned or authenticated by the member i f the member is iden tified by the personal details required by the Directors and : (i) a personal identification code allocated by the Company to the member has b een input into the appointment; or (ii) the app ointment has been ve rified in another manner approved by the Directors or oth erwise as permitted under the Corporations Regulations 2001 (C t h). (e) An instrument appointing a proxy may specify the manner in which the p roxy is to vote in respect of a particular resolution and, sub ject to Rule 5.11(f) , wher e an instrument of proxy does: (i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; IPH Limited Constitution 20 (ii) if the p roxy , including, without limitation, the c hairman , has two or more appointments that specify differ ent ways to vote o n the resolution - the proxy must not vote on a show of hands; (iii) if the proxy is the chairman - the proxy must vote on a poll and must vote t hat way; and (iv) if the proxy is not the chair man - the proxy need not vote on a poll, but if the proxy does so, the prox y must vote that way. (f) Rule 5.11(e) d oes not affect the way that a proxy who is also a member can cast any vote s they hold as a member. (g) An instrument app ointing a pr oxy conf ers authority to demand or join in de manding a poll. (h) An i nstrument appointing a proxy must be in the form which accompan ies the relevant notice of meeting or in such other form as the Directors accept. (i) Notwithstanding Rule 5.9(a)(vi) , where an instrument of proxy is signed by all of the joint holders of any shares, the votes of the proxy so appo inted must be accepted in respect of those shares to the exclusion of any votes tendered by a proxy for any one of t hose joint holders. (j) An instrument appointing a proxy is n ot valid unless the instrument and the power of attorney or other authority (if any ) under which the instrument is signed or a certified or authenticated cop y of that power or authority is or are dep osited : (i) at such plac e within Australia as is specified fo r that purpose in t h e notice convening the relevant meeting ; (ii) a facsimile number or email or online address specified for the purpose in the notice of meeting ; or (iii) at the Company’s r egist ered o ffice , in a manner permitted under and within the time provided u nder Rule 5.11(k) . For the purposes of this Rule : (iv) any document a facsimile of w hich is received upo n a facsimile machine installed at a place is deemed to be deposited in accordance with this Rule and is taken t o be received at tha t place at the time when the facsimile is properly received on the machine ; and (v) completion and direct su bmission of an onlin e appointment of proxy is deemed to be a deposit in accordance with this Rule and is taken to be received at the time of submission . (k) An instrument appointing a proxy and the power of attorney or other authority (if any) under which the instrument is signed or a certifi ed or authenticated copy of that power or authority must be deposited with the Company at a place p ermitted under Rule 5.11(j) not less t han 48 hours (or such lesser period as th e Directors may perm it) before th e time for holding the meeting or resumption of the adjou rned meeting at which the person named in the instrument propo ses to vote and must be deposited directly by the appointor mem ber or the appointor mem ber’s Personal Re presentative or prof essional advi ser. An instrument appointing a proxy that is deposited or provided first to a third party, includ ing, without limitat ion, another member, who later deposits the instrument with the Company at a place permitted under Rule 5.11(j) will be invalid unless the Directors determine otherwise. (l) A vote given in accor dance with the terms of an instrument of proxy or of a power of attorney or other r elevant instrument of appointment is vali d notwithstandin g th e previous de ath or unsoundness of mind of the principal, the revocation of the instrument (or of the authority IPH Limited Constitution 21 under which the inst rument was executed) or of the power or the transfer of the sha re in respect of which the instrument or power is given, unle ss , before th e commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised , the Compa ny has received written notice of the death, unsoundness of min d, revocation or transfer . Written notic e of the death, unso undness of mi nd, revocation or transfer must be received by the Company at a place referred to in Rule 5.11(b) . (m) No instrument appointing a proxy is invalid mere ly bec ause it does not contain the address of t he appointor or of a proxy or is not dated or does not contain in relation to any or all resolutions an indication of the manner in which the proxy is t o vote and, in any case where the instrument does not con tain t he name of a proxy, the instrument is not for that reason inv alid and is t aken to be given in favour of the chairman of the meeting. (n) A validly appointed proxy’s authority to vote for the appoin to r member is not revoked if the appointo r member and the proxy both attend the meeting, but: (i) the proxy’ s authority to vote on a resoluti on will automati cally be revoked by the appointo r member himself voting on that resolution; and (ii) the proxy’s author ity t o take part in the meeting and , without limitation , deman d or j oin in a demand for a poll is autom atical ly revoked if the ap pointo r membe r other wise takes part in the meeting. 5.12 Representatives of body corporate members (a) A member that is a body corporate may appoint an individual as its representative to exercise all or any of the powers the body corporate mem ber may ex ercise as provided in t he Act. (b) The appointment of a representative by a body corporate member may include restrictions on the representative ’ s powers but if no restrictions are specified in the appointment , that representative may exercise all of the powers that the body c orpora te member could exercise. (c) Subject to Rule 5.12(d) w ritten notice of th e appointment of a r epresentative in a form satisfactory to the Directors must be p rovided to the Company’s registered offic e from time to time as evidence o f the appointment of the individual as representative of the body corporate member. (d) W here a represe ntative is to exerci se all or any of the powers of the appointing member at a meeti ng of members, written notice of the appo intment must be prov ided to the C ompany not less than 48 hours (or such other period as the Directors may permit) before the time fo r holding the meetin g or resumption of the adjourned meeting at which the person na med in the notice proposes to exercise po wers of the appointi ng membe r . (e) No twithstanding Rule s 5.12(c) and 5.12(d) , the chairman of a Ge neral M eeting may permit a person claiming to be a representati v e of a body corporate member to exercise the powers of the r elevant body corporate member even if written notice of the appointment has not been provided to the Company’s r egistered office. 5.13 Ri ghts of Officers and Advisers to Attend General Meeting (a) A Direc t or who is not a member is entitled to be present and to spea k at any Gene ral Meeting . (b) A Secretary who is not a member is entitled to be present and to speak at any General Meeting . (c) The auditor of the Company from time to time and any assistant of the audi t or who is not a member, is entitled to b e present and to spe ak at any Gen eral Meeting on any part of the meeting’s business that concerns the auditor in the capacity as aud itor of the Company. (d) Any professional adviser of the Company (including, without li m itation, a solicitor, or financial advis er), at the request of any Direct or, is entitled to be present and, at the request of the IPH Limited Constitution 22 chairman , to speak at any General Meeting . However, subject t o the Act and this Constitution, the Company is not obliged to send a notice of meeting to any such prof essional adviser. 5.14 No vote, if con trary to Listing Rules or Act Notwithstanding any other Rule, a member is excluded from voting and any vote purported to be cast by the member or any proxy, representativ e or attorn ey of the member or other appointee of th e member envisaged i n Rule 4.4 or Rule 5.9(a)(vii) must be disregarded on a resolution where t hat vote is excluded or prohibited by the Listing R ules, the Ex change or the Act. Part 6 – Directors and Office rs 6.1 Number of Directo rs (a) Subject to Rule 6.1(c) t he number of Directors will be the number determined by the Directors from t ime to time and must be not less than three and not more than s even . (b) The Directors must not determine a maximum which is les s than the nu mber of Directors in office at that time. (c) Subject to the Act, the Company may, by resolution increa se the minimum numbe r of Directors or increase or reduce t he maximum number of Dire ctors. 6.2 Appointment of Directors (a) The Compa ny may from ti me to time by resol ution: (i) remove any Director from office; or (ii) appoint an additional Director or additional Directors. (b) The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that t he total number of Directors does not at any time exceed the maximum number determined in accordanc e with this Constitu tion . Any Director so appointed holds office only until the en d of the next following A nnual General Me eting and is eligibl e for re - elec tion at that meeting but may be re - elected at any earlier General Meeting . (c) A Director need not be a member. 6.3 Procedure f or Appointment of Directors at General Meetings A person may on ly be elected as a Director at a Gener al Meeting if that pers on is eligibl e to be a Director under Rule 6.4 and if: (a) they are a Director retiring from office under R ule 6.2(b) or Rule 6.7 and are standing for re - election at that me eting; (b) they h a ve been nominated by a major ity of the Directors for election at that meeting and have given to th e Company their writ ten consent to act as a director of the Company ; (c) they are a mem ber , or are nominated by a member and the member has, within the time limi t contemplated by the Listing Rules, or if no time limit is contemplated unde r the Listing Rules, w ithin 40 Business D a ys before the date of the meeting, given to the Company: (i) a noti ce signed by the nominee consenting to be a candidate for ele ction at the meeting and consenting to act as a director of the Company if elected; and (ii) if the nominee is not a member, a notice sig ned by the nominating member stating that the member nominates the nominee for election at the meeting . IPH Limited Constitution 23 6.4 Qualification of Dir ectors A pers on is not eligible to be a Director if the person: (a) is a minor; (b) is an undischarged bankrupt, has app lied in the last fiv e years to take the benefit of any law for the relief of bankru pt or insolvent debtors, in the last five years has compounde d with their creditors, or in the last five years has made an assignment of their remuneration for their benefit ; (c) is prohibited from being a director or officer of a body corpor ate by the Act or any other law ; (d) has been convicted in the last 10 years: (i) of an y indic table offence; (ii) of any offence involving fraud or dishonesty; or (iii) of any offence in relation to the promoti on, formation or man agement of a body corporate; (e) has not provided a declaration in such form as the board may reasonably req uire: (i) as to the pers on’s el igibil ity for appointment or election as a Director under Rule s 6.4(a) to 6.4(d) ; (ii) as to whether the person has any interest in a c ontract or a proposed contact with the Co mpany, or holds an o ffice or has an interest in property, whereby, whether directly or indirectly, duties or interests may be create d that could conf lic t wit h a Director’s duties; and (iii) as to all necessary particulars relating to the person for inclusion in the register o f Dire ctors kept by the Company ; and (f) has not provided a notice signed by them stating their consent to ac t as a direct or of the Company. 6.5 R emuneration (a) The amount of the remuneration of the Directors (ot her than any Managing Director or Directo r who is a salaried o fficer) is a yearly sum not exceeding $750,000 in aggregate or such other sum from time to time determined by t he Company in Genera l Meeting. (b) That remuneration accrues from day to day. (c) The remu neration payable by the Company to the Di rectors under Rule 6.5(a) may not be increased without the prior approval of the Company in General Mee ting . The notice co nvening the meeting must include the amount of the proposed inc rease and the maximum sum that may be pai d. (d) The fixed sum det ermined by th e Company in respect of a particular financial year must be divided among the Directors (other than any Managing Direct or or Director who is a salaried officer) in the proportions th ey agree and, in default of agr eement, eq ually among the Dire ctors (other than any Managing Director or Director who is a salaried officer). (e) The Directors may also be paid a ll travelling and ot her expenses properly incurred by them in attending and returni ng from meetings of the Directo rs or any committee of the Dir ectors or Gen eral Meeting s of the Company or otherwise in connection with the business or affairs of the Company or its subsidiaries . (f) If any Director with the concurrence of the Directors perform s extra services or makes any s pecial exe rtions for the benef it of the Com pany, the Directors may cause that Director to be IPH Limited Constitution 24 paid out of the property of the Company such spec ial and additional r emuneration (not including a commission on or percentage of pro fits or operating revenue or tu rnover) as the Directors think fit having r egard to the value to the Company of the extra services or special exertions. (g) A Director may hold a ny other office or p lace of profit (other than auditor) in or of the Company in con junction with their Directorshi p and may be appointed to that office on su ch terms as to remuneration, tenure of office and otherwise as may be agreed by the Directors. (h) A Di rector must not be p aid a commission on or percentage of profits or operating reven ue. (i) The Directors may pay to a Director o r a former Director a retiring al lowance as consideration for or in connection with their retirement provided the payment is permitt ed by applicable law . (j) The Directors may, on the death of a non - executive Director, pay to the P ersonal R epresentat ive of tha t deceased Director an amount up to, but not exceeding, the amount permitted by applicable law. 6.6 Superannuation Contribution If requi red by law, the Comp any may make contributions to a fund for the purpose of making provision for or obtaining supe rannuation benefits for a Dire ctor . 6.7 Periodi c retirement of Directors (a) At each Annual General Meeting each Director who cannot remain in office under Rule 6.7(c) mus t subject to Rule 6.7(b) retire from office. (b) A retiring Director remains in of fice until the end of the meeting at which they are required to retire. (c) Notwithstanding anything in this Constitution, a Director must not hold after the later of: (i) the third Annual G eneral Meeting held after the Director wa s last appointed or elected; and (ii) three years after the date on which the Director was last appointed or el ected, whichever is the lo nger. (d) Rule 6.7(c) does not appl y to a Director appoint ed to fill a casual vacancy or as an addi tion to the existing Directors un der Rule 6.2(b) , or the sole Managing Director. (e) If the Listing Rule s r equire, the Company must hold regular elections for directors at the times required under the Listing Rules. 6.8 Vacation of off ice The office of a Director imme diately becomes vacant: (a) in the circu mstances prescribed by the Act; (b) by virtue of this Constituti on: (i) if the Director bec omes of unsound mind or a person whose person or estate is liab le to be dealt with in any way under the law relating to ment al health; (ii) if the Director resigns their office by notice in writing to the Compa ny; (iii) if the Director is absen t f rom all meetings of the Directors held during a period of three months without the consent of the Directors ; or (iv) if the Direc tor is liable to pay a call in re spect of shares in the Company and does not pay that call wit hin 21 days after the date on which th e call is payable. IPH Limited Constitution 25 6.9 P owers of Directors (a) Subject to the Act and this Constitution, th e business of the Company must be managed by the Directors wh o may pay all expenses incurred in promoting and forming the Company and may exercise all powers of the Company as are not, by the A ct, the Listing Rul es or this Constitution, required to be exer cised by the Company in General Meeting . (b) Without limiting the generality o f Rule 6.9(a) , the Directors may exercise all the powers of the Compan y to borrow money, t o charge any property or business of the Company or all or any of its uncalled capital and to issue debe ntures or give any o ther security for a debt, liability or obligation of the Company or of any other person. (c) The Directors may, by p ower of attorney, ap point any person or persons to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretio ns (being powers, authorities and discretions vested in or exe rcisable by the Directors), for such period and subject t o such conditions as they think fit. (d) Any power of attorney gran ted under Rule 6.9(c) may contai n such prov is ions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also au thorise the attorney to delegate all or any of the powers, auth orities and discretions vested in them . (e) A ll cheques, promisso ry notes, b an kers drafts, bills of exchange and other negotiable instruments must be signed, drawn, accepted, en dorsed or otherwise executed, by such persons and in such manner as the Directors d ecide and, unless so decided, by any two Directors. 6.10 Proceedin gs of Direc to rs (a) The Directors may meet together either in person or otherwise for the dispatch of business and a djourn and otherwise regulate their meetings as they think fit. (b) A Director may at a ny time and, on the request of a Director , a Secretary must c onvene a me et ing of the Directors. (c) Reasonable notice must be given to every Director of the place, date and hour of every meeting of the Directors . Notice may be given in person, by post or tele phone, email, facsimile or other electronic means, or in any other way con sented to by the Directors from time to time. (d) Subject to the Act, a Directors’ mee ting may be held by the Directo rs com municating with each other by means of any system of telephone, audio, audio - visual, or any electronic or technological communication app roved by the Directors provide d that the Directors using the system or link are ab le to hear and be he ard by one anothe r and for all purposes all proceedings of those Directors condu cted with the aid of the link or system are as valid and effectual as if c onducted at a meeting at which all of them were present. (e) Q uestions arising at a me eting of Director s m ust be deci ded by a majority of votes of Directors present who are not excluded from voting on the resolution and any such decision is taken to be a decis ion of the Directors. (f) Subject to Rule 6.10(g) , in the case of an equal ity of votes, the ch airman of the meeting does not have a casting vote in addition to their deliberative vote. (g) The chairman of a meeting does not have a cast ing vote either where two Directors form a quorum and only two Directors are prese nt at the relevan t m eeting or where o nly two Directors are competent to vote on the question at issu e. 6.11 Quorum at Directors meetings (a) At a mee ting of Directors, the number of D irectors whose presence is necessary to constitute a quorum is the number determin ed by the Directo rs and, unless so de termined, is two . For IPH Limited Constitution 26 the purpose of determining the quorum on ly, a Director will be considered to be present at a meeting despite a tem porary absence due to the Director leaving the room or experiencing a technical di sruption. (b) Subject to the Act, the Lis ting Rule and Rule 6.13 a Director who is interested in any way in a matter which may be bro ught before or considered at a meeting of Directors is to be counted in a quorum. 6.12 Chairman of meeti ngs (a) The Directors ma y elect one of their number as chairman of their meetings and m ay decide the period for which they are to hold such office . (b) Where a meeti ng is held and: (i) a chairman has not been elected as provided by Rule 6.12 (a) ; or (ii) the chairm an is not present within 10 minutes after the time appointed fo r the holding of the meeting or is unwilling to act, the Directors present may elect one of their number to be the chairman of the meeting . (c) A Director who i s the chairman wi ll automatically cea se to be the chairman if the y cease to be a Director, provided that if the chairman ceases to be a Director by virtue of Rule 6.7 and is re - elected as a Director at the Gener a l Meeting at whi ch they are required to retire, they shall not ce ase to be the chairman . 6.13 Disclosure of interests (a) A Director is not disqualified by their office from contract ing with the Company in any capacity whatsoever. (b) A contract or arrangement made by the Company with a Director or in wh ich a Director is in any way, directly or indirectly, intereste d is not avoided merely because the Director is a party to or is intereste d in it. (c) Subject to the Act, a Director who is, in any way, directly or indirectly has a material p ers onal interest in a matter (including any contract or arrangement) that is to be considered at a meeting of the Directors or at a meeting of any committee of the Directors: (i) must not be counted in a quorum to that matter or a proposed res olution of the ki nd referred to in Ru le 6.13(e) ; (ii) must n ot be present while the matter (or a proposed resolution of that kind refe rred to in Rule 6.13(e) ) is being con sidered at the me eti ng; and (iii) must not vote on the matter (or in relation to a proposed resolution of the kind referred to in Rule 6.13(e) ), unless the interest that the Director has is an interest as a member in common with the o the r members of the Company, or the Act otherwise provides that the interest is not a material personal interest requiring disclosure or a resolution contemp lated under Rule 6.13(e) has been passed. (d) Rule 6.13 (c) does not apply if the Directors (who do not have an interest in the matter) have p assed a resolution that: (i) identifies the Director, the nature and extent of the Dir ector’s interest in the mat ter and i t s relation to the Company; and (ii) states that those Directors are satisfied that the interests should not disqualify the Director from being p resent or voting on the matter. IPH Limited Constitution 27 (e) So long as the provisions of this Rule have been observed by any Dir ector w ith regard to any contract or arrangement in which the Director is in any way interested, the fact that the Director signed the document evidencing the contract or arrangement does not in any way affect the validity of it. (f) For th e purposes of thi s R ule, wh ether a Di rector is in any way, directly or indirectly, interested in a c ontract or proposed contract must be determined in the same manner in all respects as if that question had arisen under the provisions of the Act relating t o the declaration by Direct ors of the ir interests in contracts. (g) A Director may hold any office of em ployment or profit in the Company (other than auditor) in addition to hold ing office as a Director. (h) Without limiting any other obligations a Director may ha ve, whether at la w o r under this Cons titution, a D irector who holds any office or possesses any prop erty or information , the holding of which might, directly or indirectly, c reate duties or interests in conflict with their duties or interests as a Director must declare, at th e first meeting o f Directors held after they become a Director or, if they are a lready a Director, at the first meeting of Directors held after they comme nced to hold the office or possess the property or information, the fact of their holding that offi ce or poss essing tha t property or information , the nature, character or extent of t he conflict or potential conflict. 6.14 Vacancies In the event of a vacancy or vacancies in the office of a Director, the remaining Directors may act but, notwit hstanding Rule 6.11 , if the number of remaining Directors is not suffic ient to constitute a quorum at a meeting of Directors, the remain ing direc tors or, if one only, t he remaining di rector may act only for the purpo se of incre asing the number of Directors to the minimum number suffi cient both to comply with Rule 6.1(a) and to constitute such a quorum or for the purpose of con vening a General Meeting of the Company. 6.15 Delegations to committees (a) The Dire ctors may delegat e any of their power s to a committee or committees consisting of such of their numb er as they think fit ( Committee ) and may authorise the delegate to sub - del egate a ll or any of the powers so delegated. (b) A C ommittee to which any powers have been delegated un der Rule 6.15(a) may exercise the powers delegated in accordance with an y directions of the Directors and a power exercised in a ccordance with the directions of the Director s is taken to have been exercised by the Directors. (c) Th e Directors may elec t a member of a C ommittee as chairman of the Committee who will also act as chairman of their meetings. (d) If a chairman is not elected in a ccordance with Rule 6.15(c) , the members of a Committee may elect one of their number as c hairman of the Committee who will also act as ch airman of their meetings. (e) Where a meeting is held and: (i) a chairman has not been elected as provided by Rule s 6.15(c) and 6.15(d) ; or (ii) the chairman is not present within 10 minut es after the time appointed for the hol ding of the meeting or is unwilling or unable to act, the members present may elect one of their number to be chairman of the meeting. (f) A C ommittee may meet and adjourn as it thinks fit. (g) Questio ns arising at a meeting of a C ommi ttee must be determined by a majority of votes of the members present and voting. IPH Limited Constitution 28 (h) The chairman of any C ommittee does not have a casting vote in addi tion to their deliberative vote. (i) Minutes of all the pr oceedings and determ inations of every C ommittee must b e made, entered and signed in the same manner in all respects as minutes of proceedings of the Director s are required by the Act to be made, entered and signed. (j) Where a C ommittee consists of one Directo r only, a document s igned by them and recording a dete rmination of that C ommittee i s as valid and effectual as a determination made under Rule 6.15(g) at a meeting of that C ommittee and that document constitutes, for the purpos es of Rule 6.15(i) , a min ute of that determination. 6.16 Ci rcular resolutions (a) If : (i) at least 75% of the Directors entitled to vote on t he resolution sign a doc ument containing a statement to the effect that the signatories to it are i n favour of a resolu tion in the terms set out or otherw ise identified in the docume nt ; (ii) the Directors who so sign would have constituted a quorum at a meeting of Directors held to consider that resolution ; and (iii) no Director entitle d to vote on the resolution has requested a meet ing to consider the resolution before the document has been sig ned by the requisite majority required under Rule 6.16(a)(i) , then a resolution in those terms is taken to have been passed by a meeting of the D irectors . (b) For the pu rposes of Rule 6.16(a) : (i) two or mo re separate documents may be used for signing by the Directors if the docu ments contain the resolution and statement in identical terms; and (ii) a telex, telegram, facsimile, e - mail message, electr onic transmission or comm unication delivered by any other form of electronic means which is received by the Company and which is expresse d to have been sent for or on behalf of a Director is taken to be signed by that Director at the ti me of receipt of the telex, telegram, facsimi le, e - mail message, electronic transmi ssion or communication delivered by any other form of electronic means by the Company ; and (iii) if the signa ture of a Director is applied to a document using an electronic system , by or with the aut hority of a Director, the document is taken to be signed by tha t Director at the time recorded by that syste m as being the time at which such signature was applied . (c) This Rule 6.16 applies to resolutions of Direc tors’ commi ttees as if all members of the c ommittee were Direct ors. 6.17 Defects in appointments Notwithstanding that it is afterward s discove red that there was some defect in the appointment of a person to be a Director or a member of a com mittee or to act as a Director or that a person so appointed was disqualified, all acts done by any meeting of the Directors or of a committee of Di rectors o r by any person acting as a Director are as valid as if the person had been duly appointed and was qualified to be a Di rector or to be a member of the committee. 6.18 Managing Director (a) Th e Directors may from time to time appoint one of their number to the offic e of Managing Director for such period and on such terms as they think fit and, subject to the term s of any agreement e ntered into in a particular case, may revoke any such appointme nt. IPH Limited Constitution 29 (b) A Managing Director’s appointment automatically terminates if t he y cea se for any reason to be a Director. (c) The provisions of Rule 6.7 do not apply to a sole Mana ging Director. (d) Subject to the terms of any agreement entered in to in a particular case, a Managing Director may receive such re muneration (whe ther by way of salary, commission or participation in profits or partly in one way and partly in another) as the D irectors decide , provided that the remuneration must not be a p ercentage of or commission on profits or operating revenue . (e) The Directors may c onfer upon a Managing Director any of the powers exercisable by them on such terms and condit i ons and with such re strictions as they think fit . (f) Subject to Rule 6.18(g) , any powers conferred may be concurrent with the power s of the Directors . (g) The Directors may at any time withdraw or vary any of the powers conferred on a Managing Director. 6.19 Secretary (a) A Secretary holds office on such terms and conditions , as to remuneration and otherwise, as the Directors determine. (b) The Direct ors may at any time terminate the appointment of a Secretary. 6.20 Other officers (a) The Directors may fro m time to time create any other position in the Company (including, without limitati on, the offices of Chief Executive and Deputy Chief Executive) w ith such p owers and responsibilities as the Directors may from time to time confer and the Directors may app o int any person, whet her or not a Director, to any such position or positions. (b) The D irectors may at any time terminate the appointment of a person h olding suc h a position and may abolish the position. Part 7 – Execution and Inspection of Documents 7.1 Execution of do c uments The Company m ay execute a document (including, without limitation, a deed) i f the do cument is signed by: (i) two Directors; (ii) a Director and a Sec retary; (iii) an attorney duly appointed by the Company in accordance with this Constitution; or (iv) any other method permitted by law. 7.2 Si gning of certificates The Directors may determine either genera lly or i n a particular case that the signature of any Director o r Secretar y is to be affixed to any certificate for securities in the Company by some mechanical or other me a ns. 7.3 Inspection of re cords (a) Except as otherwise required by the Act, t he Directors ma y decide whether and to what extent, at what time and places and under wha t conditions, the accounting records and other documents of the Company or any of them will be ope n to the inspection o f members (other than those who are Directors). IPH Limited Constitution 30 (b) A member other than a Director does not have the right to inspect any document of the Com pany except as provided by law or if authorised by the Directors or by the Company in General Meet i ng . Part 8 – Distribution s 8.1 Powers to declare and pay dividends (a) Notwithstand ing any other p rovision of this Constitution, the Directors can determine, decl are or pro cure the payment of a dividend as and when permitted by the Act. (b) Without limiting Rule 8.1(a) , the Directors may by resolution do one or more of the foll owing : (i) determine that a dividend is payable; (ii) declare a dividend; (iii) fix the a mo unt, time and method of payment ; and (iv) subject to the Listing Rules, fix a record date in respect o f a dividend. (c) If the Directors determine that a dividend is payable under Rule 8.1(a) , the Directors may, subject to t he Listing Rules, resolve to amend or revoke the determination to pay the dividend at any time before the re c ord date fix ed in re spect of that dividend. (d) Subject to the Act, t he Directors may p rocure that the Company pay to members such interim dividends as and when permitted under the Act . (e) Subject to Rul e 8.1(f) , n o dividend bears in t erest against the Co mpany. (f) Where any shares in the Company are issued for the purpo ses of raising money to defray the expenses of the construction of any wor ks or buildi ngs or the provision of any plant that cannot be made profitable for a long period, th e Company may, at the discretion of the Directors but subject to the Act, pay intere st on so much of that share capital as is for the time being pai d up and c harge the in terest so paid to capital as part of the construction or provision. (g) A transfer of shar e s does not pass the right to any dividend declared on the shares unless the transfe r is registered or left with the Company for registration in acc ordance wi th this Cons titution on or before: (i) where the Directors have fixed a record date in respect of that dividend, that date; o r (ii) where the Directors have not fixed a record date in respect of that dividend, the date the dividend was declared. (h) The Direc tors may d educt from a ny dividend payable to a member all sums of money (if any) presently payable by the me m ber to the Company o n account of calls or otherwise in relation to shares in the Co mpany. 8.2 Differential dividends (a) Su bject to Rule 8.1(a) , except where the resolution for the payment of the divide nd otherwise directs, every divid end must: (i) be paid in respect of all shares (if the resolution for the paym ent of th e dividend otherwise directs, it must be paid in respect of some shares to the exclusion of others); (ii) be paid according to the amounts paid o r credited as paid on the shares in respect of which it is to be paid (if the resolution for the payment of the divi dend otherwise IPH Limited Constitution 31 directs, it must be paid at different rates or in different amounts upon the shares in respect of which it is to be paid); an d (iii) be apportioned and paid proport ionately to the amou nts paid or credited as paid on the shares in respect of which the dividend is to be paid durin g any part or parts of the period in respe ct of which the dividend is paid (unless a share is issued on term s providing that it will rank for dividend as from a particular date, in which case the share ranks for div idends fr om that date only). (b) An amount pa id or credited as paid on a share in advan ce of a call must not be taken for the purposes of Rule 8.2(a) to be p aid or cre dited as p aid on the share. (c) Subject to Rules 8.1(a) and 8.2(a) and the Listing Rules, but otherwise in their absolute discretion, the Directors may from ti me to time resolve that dividends (to be paid by the Company in accordance with this Constitution) are to be paid ou t of a particular source or part icular sources as permi tted under the Act . (d) Where the Directors have resolved that a dividend is to be paid o ut of a particular source or sour ces, the Directors m ay, in their absolute discretion: (i) allow each or any member of t he Company to elect from which s pecified sources (profits or otherwise) th at particular member’s dividend may be paid by the Company; and (ii) wh ere such elections are permitted and any member fails to make such an election, the Dir ectors may, in their absolute discretion, identify the partic ular source from which dividends will be p ayable. 8.3 Reserves (a) Subject to the Act, t he Directors may, before dec laring any dividend or at any oth er time, set aside s uch amounts as they think proper a s reserves which at the discr etion of the Directors, may be a pplied for any purpose to which those amou nts may be properly applied. (b) Pending any such application, the res erves may, at the discretion of t he Directors, either be employed in the business of th e Company or be invested in s uch investments as the Directors may from time to time think fit. (c) The Dire ctors may, without placing these amounts to a reserve, carry forwa rd any amounts which they may thi nk prudent not to di vide. 8.4 Distribution in specie (a) W hen declaring a dividend or resol ving to make another di stributio n to members including, without limitation , a return of capital , the Directors may resolve that the dividend or distribution be paid wholly o r partly by the dist ribution of specific assets, inclu ding, without limitation, ful ly paid shares or other securiti es of any other body corporate . (b) Where a di vidend or distribution is to be paid wholly or partly by the distr ibution of shares or other securi ties of another body corporate: (i) the members are deemed to have agreed to become mem bers of that body corporate and to be bound by the constitut ion of that bo dy corporate; and (ii) each of the members appoints each Director as it s agent to execute any transfer o f shares or other se curities, or any other docum ent required to give effect to the distribution of shares or o ther securities to that member. (c) Where a difficu lty arises in regard to such a distribution, the Directors may : (i) se ttle the matter as they consider expedient ; (ii) fix the v alue for distribution of the specific assets or any part of tho se assets ; IPH Limited Constitution 32 (iii) determine that cash p ayments will be made to any members on the basis of the value so fixed in order to adjust the rights of all parties ; and (iv) vest any such specif ic assets in trustee s , as the Directors consider expedient. (d) If a distribution of sp ecific assets to a member or gro up of members is illegal or, in the Direct ors’ opinion, impracticable, the Directors may make a cash distrib ution to the relevant member or m embers equal to the cash value of the proposed d istribution of specific assets. 8.5 Ele ction to reinvest or forgo divid end (a) The Directors may from time to time, i n respect of any dividend declared by the Directors, resolve that each member, to the extent their shares are fully pai d, may have an option: (i) to elect to have their dividend reinvest ed by subscri ption for fully pai d shares; or (ii) to elect to forgo their right to receive such dividend and to receive instead an issue of fully paid shares, in each case, to th e extent and within the limits and on such terms and conditions as the Directors ma y from time to time determine, b ut subject to this Rule 8.5 . (b) The Directors may from time to time: (i) establish one or more div idend reinvestment or share bonus plans w hereby some or all members may elect one or more of the followi ng for a period or periods as pr ovided in the plan: (A) that dividends to be p aid in respect of some or all of the shares from time to time held by the memb er will be satisfied by the issue of full y paid shares of the same class; (B) that dividends will not be dec lared or paid in respect of some or all of the shares from time to time he ld by the member, but that the member will receive an issue of ful ly paid shar es of the same class as the shares so hel d in accordance with the plan; or (C) if the plan allows for member s to make elections under each p aragraph (A) and paragraph (B) , that paragraph (A) wil l apply to certain s hares held by the member a nd paragraph (B) will apply to certain o ther shares held by the member; (ii) upon or af ter establishment of any such plan, extend participation in it, in whole or in par t, to some or all of the holders of d ebentures, notes, bonds or other debt obligations of the Compan y in respect of interest upon su ch debentures, notes, bonds or other debt obligations in like manner as if that interest were dividends; and (iii) vary, suspend o r terminate any s uch plan. (c) If the Dir ectors establish a plan under Rule 8.5(b) , the plan will have effe ct in accordance with its terms and the Di rectors must do ( and have authority under this Constitution to do) all things necessary and conveni ent for the purpose of implementing the plan, including, without limitation, the ma king of each necessary allotment of shares and of each necessary appropria tion, capitalisat ion, application, payment and distribution of fun ds which may lawfully be appropri ated, capitalised, a pplied, paid or distributed for the purpose of the allotment. (d) F or the purpose of giving effect to any such plan, appropriations, capitali sations, applicat ions, payments and distributions may be made and the powers of the Directors pursu ant to Rule 8.7 apply and may be exercised (with such adjustments as may be requi red) on the basis and notwithstanding that only some of the members or holders of shares of any class participate in the appropriation, capitalisa tion, application, p ayment or distribution. IPH Limited Constitution 33 8.6 Payment of distributions (a) A ny dividend, interest or other money pay able by the Company to the member may be paid: (i) by cheque sent through the post, at the sole risk of the intended recipient, directed to: (A) the addre ss of the holder as shown in the register or, in the case of joint holders, to the address shown in the regist er as the address of the joint holder first nam ed in that register; or (B) to such other address as the holder or joi nt holders in writing directs or direct; or (ii) by electr onic funds transfer to an account with a bank or other financia l institution nominated by the m ember and acceptable to the Directors; or (iii) by any other means determined by the Directors. (b) Any one of two or more joint holders may give effec tual receip ts for an y dividends, interest or other money payable in respect of the shares held by them as joint hol ders . 8.7 Capitalisation of profits (a) Subject to any rights and restrictions attaching to any shares or any class of shares and subject to the Act , the Direct ors may r esolve to: (i) capitalise any sum, being the whole or a part of the amount for the time being stand ing to the credit of any res erve account o r profit or other account of t he Company ; and (ii) apply that amount fo r the benefit of members who woul d have been entitled to participate had the capitalised amount been distributed by way of a dividend or return of c apital in full satisfaction of their inter est in the capitalised amount in the proportions to which those me mbers would have been entitled in a distribu tion of t hat sum by way of dividend or return on capital , unless the Dir ectors determine in a particular case that the capitalisation should not b e pro rata . (b) The Directors may resolve to apply a capitalised amoun t pursuant to Rule 8.7 i n an y or all of the following ways: (i) in paying up any amounts un paid on securities already on is sue to the member; or (ii) in paying up in full unissued securities to be issued to member s fully paid; or (iii) partly in the way described in Rule 8.7(b)(i) and partly in the way described in Rule 8.7(b)(ii) . 8.8 Ancillary powers For the purpose of givi ng effect to any resolution for the satisfaction of a dividend by the distribution of specific asse ts or the capitalisa tion of any amount under this Constitution, the Direc tors may: (a) settle as they think expedient a ny difficulty that may arise in making the distribution or capitalisation and, in particular, determine that amounts or fractions of less tha n a particular value determined by the Directors may be disregarded in or der to adj ust the rights of all parties; (b) f ix the value for distribution of any speci fic assets; (c) pay cash or issue debentures to any members in order t o adjust the rights of all partie s; (d) vest any such spe cific assets or cash or debentures in trustees on suc h trusts f or the persons entitled to the d ividend or capitalised amount as may seem expedient to the Directors; and IPH Limited Constitution 34 (e) authorise any person to make, on b ehalf of all the members entitled to any further shar es or other securities as a result of the distributio n or capit alisation, an agreement with the Company or another body corporate providi ng: (i) for the issue to them of such further shares or other securiti es; or (ii) for the payment by the Com pany on their behalf of the amounts or any part of the amounts remaining unpaid on their shares by the application of their respective proportions of the sum resolved to be capitalised. 8.9 Unclaimed money All dividends or othe r amounts payable to members whic h are unclaimed for one year after : (a) in the case of a dividend, the declar ation date ; and (b) in any other case, the tim e for payment has passed , may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required t o be dealt with in a ccordance with any l aw relating to unclaimed money. Part 9 – Notices 9.1 N otices generally (a) A notice may be given by the Company to any member by: (i) se rving it on them personally; or (ii) sending it by post or courier to t hem at their address as shown in the register or the address supplied by them to the Company for t he giving of notic es to them ; or (iii) sending a facsimi le transmission to the facsimile number su pplied by them to the Company for t he giving of notices to them ; o r (iv) sending a n electronic notificat ion to the electroni c address supplied by them to the Company for the giving of not i ces to them or by any other elec tronic means nominated by them to the Com pany for the giving of notices; or (v) by advertisement in a newspaper circulating generally in the cap ital city of any one State or Territory in which is situated a register or branch r e gister on which shares in their name are registered; or (vi) when it is a noti ce of meeting, by giving it in any other manner permitted under the Act. (b) Notice to a member whose a ddress for notices i s outside Australia must be sent by airmail , by facsimile or by other electronic notification or electronic means. (c) Where a notice is sent by post, service of the notice is taken to be effected by properly addressing, prepaying and posti ng a letter containi ng the notice and to have been effected one Business D ay after t he date of its posting. (d) Where a notice is sent by facsimile or electronic notification or by other electroni c means, service of the notice i s taken to be effected by proper ly addressing and se nding the notice and to have been effected on the Business Day a fter it is sent . (e) Where a notice is given by newspaper advertisement, serv ice of the notice is taken to be ef fected on the date of publicatio n of the newspaper in the releva nt capital city. (f) A n otice may be given by the Company to the joint holders of a sha r e by giving the notice to the jo int holder first named in the register in respect of the share. IPH Limited Constitution 35 (g) A notice may be given by the Company to a pe rson entitled to a share in cons equence of the death or bankruptcy of a member by serving it on them in accordance w ith Rules 9.1(a) and 9.1(b) , and if those details have not been supplied, at the n ominated address in accordance w ith Rules 9.1(a) and 9.1(b) to which the notice might have been sent if the death or bankruptcy had not occurred. (h) Despite Rule 9.1(g) , a notice sent in accordance with R ules 9.1(a) and 9.1(b) is deemed to have been served on th e member notwithstanding that the member has died or has become bankrupt, whether or not the Company has not ice of their d eath or bankruptcy . (i) Subject to the pro visions of the Act relating to special and other resolutions, a t least 28 days’ notice not inclu ding the day on which the notice is taken to be given or the day of the meeting of every General Meeting mus t be given in the manner provide d by this Rule 9. 1 provided that, subject to the Act, a meeting may be called by shorte r notice. 9.2 Notices to “lost” members (a) If: (i) o n two or more cons ecutive occasions a notice posted to a member is returned unclaimed or with an in dication that the me mber is not known at the address to which it was sent; or (ii) the D i rectors believe on other reasona ble grounds that a member is not at the a ddress shown in th e Register, the Company may give effective notice and future notices to that memb er by exhibiting the notice at the Company’s r egistered o ffice for a t least 48 hour s . (b) This Rule ceases to apply if t he member gives the Company notice of a n ew address. Part 10 – Wind ing Up 10.1 Winding up (a) If the Company is wound up, the liquidator may, if the members approve by way of a special resolution , divide among the members in kind the whole o r any part of the property of th e Company and may for that purpose: (i) set s uch value as t he y consider fair upon any property to be so divided ; and (ii) determine how the division is to be carried out as between the members or different classes of members , but ma y not require an y member to accep t any property (including, without limita tion, shares or other securities ) in respect o f which there is any liability. (b) The liquidator may, i f the members approv e by way of a sp ecial resolution, vest the whole or any part of any such property in trustees up on such trusts for the benefit of the con tributories as the liquidator thinks fit, but so that no member is compelled to accept any shares o r other securities i n respect of whi ch there is any liability. (c) Nothing in this Rule 10.1 prejudices the rights of members holdin g shares issued on special terms. Part 11 – Protection of Certain Officers 11.1 Indem nity and insurance (a) Every pe rson who is or has b een a Director or other officer of the Company is to be indemni f ied, to the maximum extent permi tted by law, out of the property of the C ompany against any liabilities for costs and expenses incurred by t he pe rson in : IPH Limited Constitution 36 (i) defending any proc eedings (whether civ il or criminal) relating to that person’s position with the Com p any or a Related Body Corporate of the Company in which judgment is given in that person’s favour or in which that person is acquitted or wh ich a re withdrawn before judgmen t ; (ii) connection with a ny administrative proceedings relating to that person’s positio n with the Company or a Related B ody Corporate of the Company except proce edings which give rise to proceedings (whether civil or criminal) a gains t that person in which judg ment is not given in that person’s favour or in which that person is not acquitted o r which arise out of conduct inv olving a lack of good faith ; or (iii) connectio n with any application in relation to any proceedings (whether civi l or criminal) relating to that person’s position wi th the Company or a Related Body Corporate of the Company in wh i ch relief is granted to that per son under the Act by the court. (b) Every per son who is or has been a Director or other officer of the Company i s to be indemnified, to the maxi mum extent permitted by law, out of the property of the Company against any liabili t ies to another person (other tha n the Company or a R elated B odies C orpora te of the Company ) as such an officer unless the liabilities arise out o f conduct involving a lack of good faith. (c) The C ompany may pay a premium for a contract insuring a person who i s or has been a Director or offic er of the Company or a R elated B od y C orpo rate of the Company against: (i) any liability incurred by that person as su ch a Director or officer wh ich does not arise o ut of conduct involving a wilful breach of duty in relation to t he Company or a Related Body Cor porate of the Company or a contravention of Sections 182 to 184 of the Act; and (ii) any liability for costs and expen ses incurred by that person in defending procee dings (whether civil or criminal) relating to that person’s pos i tion with the Company or a Relat ed Body Corporate of the Company and what ever their outcome. (d) Amounts paid by the Company by way of indemnity or premium in accordance with t his Rule 11.1 do not form part of the remuneration of t he relevant Director or officer for the purposes of this Constitutio n (in cluding, without limitation, Rule 6.5 ) . (e) The indemnity in Rule 11.1 does not apply in respect of liability incurred by a pers o n in their capacity as an employ ee of the Company. (f) Subject to Rule 11.1 and the Act, if any Director or o ther o fficer of the Company becomes pe rsonally liable for the payment of any sum primarily due from the Company, the Dire c tors may, notwithstanding the in terest (if any) of the Director or any of them, execute or cause to be executed a mortgage, charge or securi ty over or affecting the whole o r any part of the as sets or undertaking of the Company by way of indemnity to secur e the Director or other officer s o becoming liable from any loss in respec t of that liability. Part 12 – Restricted Securities 12.1 No Disposals (a) A holder of Restricted Securiti es must no t Dispose of, or agr ee or offer to Dispose of, Restricted Securities during the Esc r ow Period applicable to those securities except as per mitted by the Listi ng Rules or the Exchange . (b) If the Restricted Securities are in the same class as securitie s that are quoted on the Excha nge, the holder will be tak en to have agreed in writing that th e Restricted Securities are to be kept on the Company’s issuer sponsored s ubregister and are to have a Holding Lock applied for the duration of the Escrow Period a pplicable to those securities . IPH Limited Constitution 37 (c) The Company will refuse to acknowledge any Disposal (including , without limitation, to register any transfer) of Rest ricted Securities d uring the Escrow Period applicable to those securities except as permitted by the Listing Rules or the Exchange . 12.2 Return s of capital A holder of Re stricted Securities will not be enti t led to participate in any return of capital on those s ecurities during th e Escrow Period applicable to those securities except as permitted by the Listing Rules o r the Exch ange . 12.3 Breach If a ho lder of Restricted Securities breaches a Restriction Deed or a p rovision of this Constitution restricting a Disposal o f those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voti ng rights, in respect of those securit ies for so long as the breach continues . Part 13 – Small Holdin g s 13.1 Divestment Notice (a) If the Directors determine that a member is a Small H older or a New Small Holder the Company may give the member a Divestment Notice to notify the membe r: (i) that the member i s a Smal l Holder or a New Small Holder, the number of Shares ma k ing up the Small Holding or New Small Holding and the Market Value of the Small Holding or New Small Holding and the date on which the Market Value was determined ; (ii) that the Company intends to sell or buy back the Relevant Shares in accordance with this R u l e after the end of the Relevant Period specified in th e Divestment Notice ; (iii) if the member is a Small Holder, that the member may at any time before the end of the Relevant P eriod notify the Com pany in writing that the member desires to retain the Relevant S hares and that if the member does so the Company will not be entitled to sell or buy back the Relevant Shares under the Divestment Notice; and (iv) after the end of th e Relevant Period the Company may for the purpose of selling or buy ing back the Relevant Shar e s that are in a CHESS Holding initiate a Holding Adjus tment to move those s hares from that CHESS Holding to an issuer sponsored or certificated holding or take an y other ac tion the Company con siders n ecessary or desirable to effect the sale of the Relevan t Shares . (b) If the ASX Settlement Operating Rules apply t o the Relevant Shar es, the Divestment Notice must comply with the ASX Settlement Operating Rules. 13.2 Relevant P eriod Subj ect to the Listing R ules and the ASX Settlement Operating Rules, the Relevant Perio d must be at least six weeks from the date the Divestme nt Notice was given . 13.3 Company can sell Relevant Shares (a) Subject to any applicable law and subject to Rule 13.3(b) a t the end of the Relevant Period the Company is entitled to sell or dispose of any Relevant Shares: (i) on - market usi ng a broker on the basis that the broker obtains the best price reasonably o btainable for the Shares; (ii) by buy ing back t he Relevant Shares a nd subsequently cancelling the shares bought back; or (iii) in any ot h er manner and on any terms determined by the Directors . IPH Limited Constitution 38 (b) Where the Relevan t Shares are Relevant Shares of a member who is a Small H older the Company must not sell or buy bac k those Relevant Sha res under the Divestment Notice if the member has: (i) notified the Company in writing before the end of the Relevant Peri od that the member desires to retain the Relevant Shares ; or (ii) increased their holding of shares such that as at the end of the Relevant Per iod, that member has a m arketable p arcel of shares as provided u nder the Listing Rules , and those R elevant Shares will cease to be subjec t to the Divestment Notice. 13.4 No obligation to sell (a) If, after using reasonable commercial e ndeavours, the Company has bee n unable to sell some or all of the Relevant Shares which it is entitled to under this Part 13 within six we eks after the end of the Relevant Period, the Company is not required to, but may, at the discretio n of the Directors, continue to offer the Relevant Shares that have not been sold f o r sale for a further period of time not exceeding 12 w eeks. (b) T he Company’s right to sell the Relevant Shares which are not sold within 18 weeks after the end of th e Relevant Period lapses and i t must notify the member to whom the Divestment Notice was give n accordingly. 13.5 Company as member’s attorney To effect t he sa le and transfe r or buy back by the Company of Relevant Shares of a member, the member appoints the Comp any and ea ch Director and Secr etary jointly and severally as the member’s attorney in the mem b er’s name and on the member’s behalf to do all acts an d thi ngs which the Company considers necessary or a ppropriate to effect the sale and transfer or buy back of the Relev ant Shares and, in p articular: (a) to initiate a Holding Adjustment to move the Relevan t Shares from a CHESS Holding to an issuer sponsored ho lding or a certific ated holding; and (b) to execute on behalf of the member all deeds instruments or other docum ents neces sary to transfer the Relevant Shares and to deliver any such deeds, instruments or o ther documents to the purchaser. 13.6 Conclusive Evidence (a) A stat ement in writi ng by or on behalf of the Company under this Part 13 signed by any two Directors or any on e Director and the Secretary is binding on and conclusive ag ain s t (in the absence of manifest error) a member . (b) Without limiting Rule 13.6(a) , a statement that the Relevant Shares specified in the s tatement h ave been sold or bou ght back in accordance with this Part 13 is conclusive against all persons claiming to be entitled to the Re levant Shares and discharges the purchaser from all liability in respect of the Relevant Shares. 13.7 Re gistering the purcha ser (a) The Company must register the purchaser of Relevant Shares a s the holder of the Relevant Shares transferred to the purchaser under th is Part 13 . (b) The purchaser of Relevant Shares ( or the person to whom Re levant Shares are di sposed ) need not enquire whether: (i) the Company has properly exer c ised its powers under this Part 13 in respec t of the Shares; or (ii) any money paid as consideration or any proceeds of dis posal has been properly a pplied; IPH Limited Constitution 39 (iii) and t he titl e of the purchaser ( or the person to whom Relevant Shares a re d i sposed ) to the Relevant Shares that are transferred to them is not affect ed by an irregularity or invalidity in connection with the actions of the Company under t his Part 13 . 13.8 Payment of proceeds (a) Subject to Rule 13.9 , where: (i) Relevant Shares of a member are sold or bought back by the Company on behalf of the member under this Part 13 ; and (ii) unless the Company is satisfied that the certificate has been lost or destroyed or the Relevant Shares are uncertificated se curities, the certi ficate for the Relevant Shares has been received by the Company, the Comp any must, within two weeks of the completion o f the sale or buy back or such longer time period permitted und e r the Act or by the Australian Securities and Investme nts Commission , sen d the proceeds of sale or the buy back consideration to the member entitl ed to those proc eeds by se nding a cheque payab le to the member through the post to the address of the member s hown in the register, or in the case of joint holders, to the address sho wn in the register as the address of the member whose name first appears in the register . (b) Payment o f any money under th is Rule is at the risk of the member to whom it is sent. (c) For th e avoidance of doubt, unless the Company has received t he certificate for the Relevant Shares or is satisfied that the certificate has been lost or destroyed or th at the Rel evant Shares are unc ertificated securities, the Company is not required to se nd the proceeds of sale to the relevant member and may invest or use those proce eds for the benefit of the Company until the requirements of Rule 13.8(a)(ii) have been satisfied. 13.9 Costs (a) In the case of a sale of the Rel e vant Shares in accordance with this Part 13 , the Company or a purchaser must bear the costs of sale or buy back of the Relevant Share s . (b) For the purposes of Part 13 , t he costs of sale or buy back in c lude all stamp duty, brokerage and government taxes an d charges (except f or tax on income or capital gains of the member) payable by the Company in connection wit h the sale and transfer or buy back of the Relevant Shares. 13.10 Remedy limited to damages The rem e dy of a member to whom this Part 13 applies, in respect of the sale of the Relevant Shares of that member is expressly limited to a r ight of ac tion in damages agai nst the Company to the exclusion of any other right, remedy or r elief against any other person. 13.11 Dividends and voting s uspended Unless the Directors determine otherwise, where a Divestment Notice is give n in accordance with thi s Part 13 , then despite any other provision in this Constitution : (a) the rights to receive a payment of dividends and to v ote attached to the Relevant Shares of that member are suspended until the Relevant Shares are transferred t o a new ho lder or the Relevant Shares cease to be subject to a Divestment Notice; and (b) a ny div i dends that would, but for this Part 13 , have been paid to that member must be held by the Company and paid to that member within 60 d ays after the earlier of the d ate the Relevant Shares of that member are transferred and the d ate that the Relevant Shares of that member cease to b e subject to a Dive stment Notice. IPH Limited Constitution 40 13.12 12 month limit If it is a requirement of the Listing Rules, the Company mu st not giv e a Small Holder mor e than one Divestment Notice in any 12 month period ( except as c ontemplated by Rule 13.13 ) . 13.13 Effect of takeover From the date of the announcement of a takeover bid for the shares u nt il the clo se of the offers mad e under the takeover bid, the Company’s power under this Part 13 to sell Relevant Shares of a member lapses . After the close of the offers under the takeover bid, the Company may re - start the dive stment pro cedure under this Part 13 by giving a Divestment Notic e to a member who is a Small Holder or a New Small Hold er , despite Rule 13.12 and the fact that it may be less than 12 months si n ce the Company gave a Divestment Notice to that member. Part 14 – Proportional takeover of f ers 14.1 Definitions In this Part 14 : (a) associate ha s the meaning given to that term in t he Act; (b) approving resolution , in relation to a propo rtional ta keover bid, means a resolution to approve the proportional takeover bid passed in a c cordance with Rule 14.3 ; (c) p roportional takeove r b id means a takeover bid that is made or purports to be made under Section 618(1)(b) of the Act i n respect of securit ies included in a class of securities in the Company; (d) relevant c lass , in relation to a proportional take over bid , mean s the class of secu rit ies in the Company in respect of which offers are made under the proportional takeover bid; and (e) approving re solution deadline , in relation to a proportional takeover bid, means th e day that is 14 days before the last day of the bid pe riod during which t he offers under the proportional takeover bid remain open or a later day allowed by the A ustralian Securities and In ves tments Commission. 14.2 Transfers not to be regis tered Notwithstandi n g Rules 4.1 and 4.2 , a transfer giving effect to a contract resulting from the acceptance of an offer made under a p roportional takeover bid must not be registered unless and until an approving resol u tion has been passed or is taken to have been passed i n accordance with R ule 14.3 . 14.3 Resolution (a) Where offers have been made under a prop ortional t akeover bid , the Dir ectors must: (i) convene a meeting of the persons entitled to vote o n the approving resolution for the purpose of consider ing and, if thought fit, passing an approving resolution; and (ii) ensure that such a resolution is voted on in a ccordance with this Rule 14.3 , before the approving resolution de a dline. (b) The provisions of this Constitu tion relating to General Meetings a pply , so far as they can and with such changes as are necessary, to a meeting that is con vened purs uant to Rule 14.3(a) . (c) The bidder under a proportional t a keover bid and any associates of the bidder are not en titled to vote on t he resolution relating to the proportional takeover bid and if they do vote thei r votes m ust not be counted. (d) Subject to Rule 14.3(c) , a person who, as at t he end of the day on which the first offer under the p rop ortional takeove r bid was made, held securities of the relevant class is entitled to vote IPH Limited Constitution 41 on the approvin g resoluti on relating to the p roportional takeover bid and, for the purposes of so voting, is entitled to one vote for each such security held at th at time. (e) An approvi ng resolution is to be taken to have been passed if the proportion that the number of vot es in favo ur of the resolution bears to the total number of votes on the resolution is greate r than one half, and otherwise is to be taken to have b een rejected. (f) If an approving resolution has not been voted on in accordance with this Rule 14.3 before the ap proving resolution deadline, an approving reso lution will be ta k en to have been passed in accordance with this Rule 14.3 on the approving resolution deadline. 14.4 Sunset Rules 14.1 , 14.2 and 14.3 cease to have e f fect at the end of three years beginning : (a) where those Rules have not been renewed in accordance with the Act, on the date that those Rules were inserted in this C onstitutio n; or (b) where those Ru les have been renewed in accordance with the Act, on the date t h ose Rules were last renewed . Updated Constitution e ffective: 18 Nov embe r 2021

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