SUPPLY NETWORK LIMITED AB N 12 003 135 680 1 Turnbull Cl o se Pemulwuy NSW 2145 P O Box 3405 Wetherill Park NSW 2 1 64 Telephone: 02 8624 8077 ASX Release 2 6 November 2021 Company Constitution Amendment Please find attached Supply Network Limited Company Constitution with amend ments approved at the Annual General M eeting held on the 19 November 2021. Au th o rised by the Board of Supply Network Limi ted Robert Coleman C hie f Financial Officer Te lep hone: + 61 2 8624 8077 120551951 - 215176 (EYK) Constitution of Supply Network Limited ACN 003 135 680 Adopted 23 November 20 11 Amended 19 November 2021 120551951 - 215176 (EYK) Contents 1 Interpretation ________________________________ _____________________________ 1 2 Share capital and variation of rights ________________________________ ___________ 5 3 L ien ________________________________ ________________________________ ____ 6 4 Calls on shares ________________________________ ___________________________ 8 5 Forfeiture of shares ________________________________ _______________________ 10 6 Transfer of sh ar es ________________________________ ________________________ 12 7 Transmission of shares ________________________________ ____________________ 14 8 General meetings ________________________________ ________________________ 15 9 Proceeding s at general meetings ________________________________ _____________ 18 10 Directors ________________________________ _____________________________ 24 11 Powers and duties of Directors ________________________________ ____________ 27 12 Proceedings of D irectors ________________________________ _________________ 28 13 Secretary ________________________________ _____________________________ 32 14 Seals ________________________________ ________________________________ 33 15 In spection of records ________________________________ ____________________ 33 16 Dividends and reserves ________________________________ __________________ 33 17 Capitalisation of profits ________________________________ __________________ 36 18 Service of documents ________________________________ ___________________ 37 19 Winding up ________________________________ ___________________________ 38 20 Indemnity and insurance ________________________________ _________________ 39 21 Rest ricted Securities ________________________________ ____________________ 39 22 Small Holdings ________________________________ ________________________ 40 Page 1 120551951 - 215176 (EYK) Constitution of Supply Network Limited 1 Interpretation Definitions 1.1 In this Constitution unless the contrary intention appears: Alternate Director means a person appointed as an alternate director under clause 12.6 . ASX means ASX Limited (ACN 008 624 691) . ASXS means ASX Settlement Pty Limited (ACN 008 504 532) . ASX Settlement Operating Rules means the Settlement Operating Rules of the ASX. Auditor means the appointed auditor of the Company. CHESS means the Clearing House Electronic Subregist er System. CHESS Rules means the ASX Settlement Operating Rules and the provisions of the Corporations Act and Listing Rules concerning the electronic share registration and transfer system as and to the extent that t hey apply to the Company. CHESS Approve d Securities means securities of the Company which are approved by the ASXS in accordance with the ASX Settlement Operating Rules . Company means Supply Network Limited (ACN 003 135 680) . Constitution means this consti tution a s amended from time to time . Co rporations Act means the Corporations Act 2001 (Commonwealth). Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director. Directors means all or some of the Directors acting as a board. Divest ment Notice is a notice given under clause 22.1 to a Small Holding Shareholder or a New Small Holding Shareholder . Executive Director means a person appointed as an executive director under clause 12.27 . Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which are applicable to the Company while the Constitution of Supply Network Limited Page 2 120551951 - 215176 (EYK) Company is admitted to the official list of the ASX , each as amended or replaced from t ime to time, except to the extent of an y express written waiver by the ASX . Managing Director means a person appointed as a managing director under clause 12.27 . Market Value in relation to a Share is the closing price on SEATS of the Share. New Small Holding means a holding of Shares created after the date on which this Constitution comes into effect which (on the basis of their Market Value at the time the relevant proper ASX S transfer is initiated or paper based transfer is lo dged, as appropriate) does not constitu te a marketable parcel of Shares as defined in the Listing Rules. New Small Hold ing Shareholder is a Shareholder who is the holder or a joint holder of a New Small Holding. Register means the register of Shareholder s of the Company under the Corporations A ct and if appropriate includes a branch register. Registered Office means the registered office of the Company. Relevant Period is the period specified in a Divestment Notice. Relevant Shares are the Shares specified in a Divestment Notice. Representative means a person appointed to represent a corporate Shareholder at a general meeting of the Company in accordance with the Corporations Act . Restriction Agreement means a restriction agreement within the meaning and for the purposes of the Listing Rules. Sec retary means a person appointed under clause 13.1 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company. Shareholder means a person entered in the Register as a holder of shares in the capital of the Company. Shares for the purposes of clause 22 means shares in the Company all of whi ch are of the same class. Small Holding means a holding of Shares which (on the basis of their Market Value at the relevant date ) does not constitute a marketable parcel of Shares as defined in the Listing Rule s. Constitution of Supply Network Limited Page 3 120551951 - 215176 (EYK) Small Holding Shareholder means a Sharehold er who is the holder or a joint holder of a Small Holding. Specified Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means 10 % per annum. State means the State or Territor y in which the Company is for the time being registered. Interpretation 1.2 In this Constitution unless the contrary intention appears: (a) words importing any gender include all other genders; and (b) the word person includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority; and (c) the singular includes the plural and vice versa; and (d) a reference to a clause is a reference to that clause of this Constitution; and (e) a reference to a law includes regulations and i nstruments made under the law; and (f) a re ference to a law or a provision of a law includes amendments, re - enactments or replacements of that law or the provision, whether by the State or the Commonwealth of Australia or otherwise; and (g) a power, an authority o r a discretion reposed in a Director, t he Directors, the Company in general meeting or a Shareholder may be exercised at any time and from time to time; and (h) a reference to an amount paid on a share includes an amount credited as paid on that share. Corpora tions Act 1.3 In this Constitution unless t he contrary intention appears: (a) an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act , the same meaning as in that provision of the Corporations Act ; and (b) section means a section of the Corporations Act . Listi ng Rules and ASX Settlement Operating Rules 1.4 In this Constitution, unless the contrary intention appears: Constitution of Supply Network Limited Page 4 120551951 - 215176 (EYK) (a) the expressions “ Certificated Holding ” , “ CHESS Holding ” , “ Holding Adjustme nt ” and “ Issue Sponsored Holding ” have the same meanings as in the ASX Settlement Operating Rules ; and (b) the expressions “ closing price on SEATS ” , “ Takeover Bid ” , “ Uncertificated Securities ” , “ dispose ” (and grammatical variations of that word) , “ Escrow Perio d ” and “ Restricted Securities ” have the same meaning as in the Listing Rules. Headings 1.5 Headings are inserted for convenience and are not to affect the interpretation of this Constitution. Replaceable rules not to apply 1.6 The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and accordingly do not apply to the Company. Currency 1.7 The Directors may: (a) differentiate between Shareholder s as to the currency in which any amount payable to a Shareholder is paid (whet her by way of or on account of dividend s, repayment of capital, participation in surplus property of the Company or otherwise); and (b) determine to pay a distribution in a currency other than Australian dollars and the amount payable will be converted from Au stralian dollars in any manner, at any time and at any exchange rate as the Directors think fit; and (c) in deciding the currency in which a payment is to be made to a Shareholder , have regard to the registered address of the Shareholder , the register on which a Shareholder ’ s Shares are registered and any other matters as the Directors consider appropriate. Application of Listing Rules 1.8 In this Constitution a reference to the Listing Rules only applies while the Company is on the official list of the ASX . 1.9 While the Company is on the official list of the ASX : (a) despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done; and (b) nothing contained in this Constitution prevents an act being done that the Listi ng Rules require to be done; and Constitution of Supply Network Limited Page 5 120551951 - 215176 (EYK) (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done , as the case may be; and (d) if the Listing Rules require this Constitution to contain a provision a nd it does not contain such a provision , this Constitution is taken to contain that provision; and (e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is taken not to contain that pr ovision; and (f) if any provision of this C onstitution is or becomes inconsistent with the Listing Rules, this Constitution is taken not to contain that provision to the extent of the inconsistency. 2 Share capital and variation of rights Directors to issue shar es 2.1 The issue of shares in the Company i s under the control of the Directors who: (a) may issue or dispose of shares to any person at any time and on any terms and conditions and having attached to them any preferred, deferred or other special rights or restric tions, whether with regard to dividend s , voting, return of capital or otherwise, as the Directors think fit; and (b) may grant to any person an option over shares or pre - emptive rights , at any time and for any consideration as they think fit; and (c) have the righ t to settle the manner in which fractio ns of a share, however arising, are to be dealt with, subject to the Corporations Act , the Listing Rules and any special rights conferred on the holders of any shares or class of shares. Issue of further shares - no v ariation 2.2 The rights conferred on the ho lders of the shares of any class are not to be taken as varied by the issue of further shares ranking equally with the first - mentioned shares unless: (a) expressly provided by the terms of issue of the first - mentioned sha res; or (b) required by the Corporations Ac t or the Listing Rules. Constitution of Supply Network Limited Page 6 120551951 - 215176 (EYK) Class Meetings 2.3 The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the h olders of a class of shares , except tha t: (a) a quorum is constituted by at least two persons who, between them, hold or represent one - third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that pers on constitutes a quorum); and (b) any holde r of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll. Non - recognition of interests 2.4 Except as required by law, the Company is not required to recognise: (a) a person as holding a share on any trust; or (b) any ot her interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder, whether or not it has notice of the interest or right. Joint holders of shares 2.5 Where t wo or more persons are registered as th e joint holders of shares they are taken to hold the shares as joint tenants with rights of survivorship, but the Company is not bound: (a) to register more than three persons as joint holders of a share; or (b) to issue more than one certificate or holding statem ent in respect of shares jointly held. 3 Lien Lien on share 3.1 The Company has a first and paramount lien on every share for: (a) all due and unpaid calls and instalments in respect of that share; and (b) all money which the Compa ny has been called on by law to pay, an d has paid, in respect of that share; and (c) interest at the Specified Interest Rate on the amount due from the date it becomes due until payment; and Constitution of Supply Network Limited Page 7 120551951 - 215176 (EYK) (d) reasonable expenses of the Company in respect of the default on payme nt. Lien on loans under employee incent ive schemes 3.2 The Company also has a first and paramount lien on each share registered in the name of the Shareholder for all money payable to the Company by the Shareholder under loans made under an employee incentive scheme. Lien on distributions 3.3 A lien on a share under this clause 3 extends to all distributions in respect of that share, including dividends. Exemptions 3.4 The Directors may at any time exempt a share wholly or in part from the p rovisions of clause 3.1 or 3.2 . Extinguishment of lien 3.5 The Company ’ s lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the trans feree. Company ’ s rights to recover paym ents 3.6 A Shareholder must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Shareholder , the death of a Shareholder or the Shareholder ’ s shares or any distributions on the Shar eholder ’ s shares, including dividends, where the Company is either: (a) obliged by law to make the relevant payment; or (b) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing au thority that the Company is obliged by law to make the relevant payment. The Company is not obliged to advise the Shareholder in advance of its intention to make the payment. Reimbursement is a debt due 3.7 The obligation of the Shareholder to reimburse the Company is a debt due to the Company as if it were a call on all the Shareholder ’ s shares, duly made at the time when the written demand for reimbursement is given by the Company to the Shareholder . The provisions of this Constitution relating to non - paym ent of calls, including payment of inte rest and sale of the Shareholder ’ s shares under lien, apply to the debt. Sale under lien 3.8 Subject to clause 3.9 , the Company may sell, in any manner the Directors think fit, any share on whi ch the Company has a lien. Constitution of Supply Network Limited Page 8 120551951 - 215176 (EYK) Limitations on sale under lien 3.9 A share on which the Company has a lien may not be sold by the Company unless: (a) an amount in respect of which the lien exists is presently payable; and (b) the Company has, not less than 14 days before t he date of sale, given to the registere d holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice in writing setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists. T ransfer on sale under lien 3.10 For the purpose of giving effect to a sale under clause 3.8 , the Company may receive the consideration given for the share so sold , execute a transfer of the shar e sold in favour of the purchaser of th e share and do all other things which may be necessary or appropriate to effect the transfer. The purchaser is not bound to see to the application of the purchase money. Irregularity or invalidity 3.11 The title of the pu rchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share. Proceeds of sale 3.12 The proceeds of a sale under clause 3.8 must be applied by the Company in payment of the amount in respect of which the lien exists and w hich i s presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale. 4 Calls on shares Directors to make calls 4.1 The Directors may: (a) make calls on a Shareholder in respect of any money unpaid on the s hares of that Shareholder , if the money is not by the terms of issue of those shares made payable at fixed times; and (b) make a call payable by instalments; and (c) revoke or postpone a call. Time of call 4.2 A call is taken to be made at the time when the resolution of the Directors authorising the call is passed. Constitution of Supply Network Limited Page 9 120551951 - 215176 (EYK) Shareholder s ’ liability 4.3 Each Shareholder , must upon receiving not less than 30 business days ’ notice specifying the time or times and place of payment, pay to the Comp any at the time or times and place so s pecified the amount called on that Shareholder ’ s shares. Joint holders ’ liability 4.4 The joint holders of a share are jointly and severally liable to pay all calls in respect of the share. Non - receipt of notice 4.5 The non - r eceipt of a notice of any call by, or t he accidental omission to give notice of a call to, a Shareholder does not invalidate the call. Interest on default 4.6 If a sum called in respect of a share is not paid before or on the day appointed for payment of the s um, the person from whom the sum is due must pay interest on the sum to the time of actual payment at the Specified Interest Rate. The Directors may waive payment of that interest wholly or in part. Fixed instalments 4.7 Subject to any notice requirements und er the Listing Rules, any sum that, by the terms of issue of a share, becomes payable on issue of the share or at a fixed date, is to be taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In case o f non - payment, all the relevant provisi ons of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified. Differentiation between shareholders as to ca lls 4.8 The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment. Prepayment of calls and interest 4.9 The Directors may: (a) accept from a Shareholder the whole or a part of the amount unpaid on a share although no part of that amount has been called; and (b) authorise payment by the Company of interest on the whole or any part of an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Specified Interest Rat e, as is agreed on between the Director s and the Shareholder paying the sum. Constitution of Supply Network Limited Page 10 120551951 - 215176 (EYK) 5 Forfeiture of shares Notice requiring payment of call 5.1 If a Shareholder fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time afterwards d uring such time as any part of the call or instalment remains unpaid, give a notice on the Shareholder requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued a nd all costs and expenses that may have been incurred by the Company by reason of that non - payment. Contents of notice 5.2 The notice must name a further day, not earlier than the expiration of 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must 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 forfeited. Forfeiture for failure to comply with notic e 5.3 Where a Shareholder does not make pay ment in relation to a share as required by a notice under clause 5.1 within the period specified in the notice, the Directors may, at any time before the required payment is made, resolve t hat the share is forfeited. Forfeiture of the share occurs upon the passing of such a resolution. Dividends and distributions included in forfeiture 5.4 A forfeiture under clause 5.3 includes all dividends and other distributions d eclared or to be made in respect of the forfeited shares and not actually paid or distributed before the forfeiture. Sale or re - issue of forfeited shares 5.5 Subject to the Corporations Act , a share forfeited under clause 5.3 may be sold, re - issued or otherwise disposed of to whom and on such terms as the Directors think fit. Notice of forfeiture 5.6 If any share is forfeited under clause 5.3 , notice of the forfeiture must be given to the Shareholder holding t he share immediately before the forfeit ure and an entry of the forfeiture and its date must be made in the Register. Surrender instead of forfeiture 5.7 The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they th ink fit and any share so surrendered is taken to be a forfeited share. Constitution of Supply Network Limited Page 11 120551951 - 215176 (EYK) Cancellation of forfeiture 5.8 At any time before a sale or disposition of a share, the forfeiture of that share may be cancelled on such terms as the Directors think fit. Effect of forfeit ure on former holder ’ s liability 5.9 A pers on whose shares have been forfeited: (a) ceases to be a Shareholder in respect of the forfeited shares and loses all entitlement to dividends and other distributions or entitlements on the shares; and (b) remains liable to pa y the Company all money that, at the da te of forfeiture, was payable by that person to the Company in respect of the shares, plus interest at the Prescribed Interest Rate from the date of forfeiture and also reasonable expenses of sale. Evidence of forfeit ure 5.10 A statement in writing declaring th at the person making the statement is a director or a secretary of the Company, and that a share in the Company has been forfeited in accordance with this Constitution on the date s pecified in the statement, is prima facie evidence of the facts s pecified i n the statement as against all persons claiming to be entitled to the share. Transfer of forfeited share 5.11 The Company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may execute or effect a tran sfer of the share in favour of the person to whom the share is sold or disposed of. Registration of transferee 5.12 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 consideration. Irregularity or invalidity 5.13 The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share. Forf eiture applies to non - payment of instal ment 5.14 The provisions of this Constitution as to forfeiture apply in the case of non - payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time, as if that sum had been payable by virtue of a call duly made and notified. Constitution of Supply Network Limited Page 12 120551951 - 215176 (EYK) 6 Trans fer of shares Forms of instrument of transfer 6.1 Subject to the Listing Rules and to this Constitution, shares in the Company are transferable: (a) in the case of CHESS Approved Securities, in accordance with the CHESS Rules ; or (b) by instrument in writing in any us ual or common form or in any other form that the Directors approve; or (c) by any other method of transfer of marketable securities which is recognised by the Corporations Act , the ASX S and the ASX and is approved by the Directors. Execution and delivery of tr ansfer 6.2 If an instrument of transfer is to be used to transfer a share in accordance with clause 6.1(b) , it must be: (a) a proper instrument of transfer within the meaning of the Corporations Ac t ; and (b) executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act ; and (c) left for registration at the share registry of the Company, accompanied by the information the Directors properly require to show the right of the transferor to make the transfer, and in that event the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as the holder of the s hare. Effect of registration 6.3 Except as provided by the CHESS Rules, a transferor of a share remains the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share and a transfer of a share does not pass the right to any dividends declared on the share until registration. Company to register forms without charge 6.4 The Company must register all registrable transfer forms, split certificates, renunciations and transfers, iss ue certificates and transmission receip ts and mark or note transfer forms without charge except where the issue of a certificate is to replace a lost or destroyed certificate. Constitution of Supply Network Limited Page 13 120551951 - 215176 (EYK) Power to refuse to register 6.5 If permitted to do so by the Listing Rules , the Dire ctors may: (a) request the ASX S to apply a holding lock to prevent a transfer of CHESS Approved Securities registered on the CHESS subregister; or (b) refuse to register a transfer of other shares in the Company. Obligation to refuse to register 6.6 The Directors must : (a) request the ASX S to apply a holding lock to prevent transfer of CHESS Approved Securities registered on the CHESS subregister; or (b) refuse to register any transfer of other shares in the Company, if: (c) the Listing Rules require the Company to do so; or (d) the transfer is in breach of the Listing Ru les or a Restriction Agreement. Written notice to security holder of holding lock or refusal 6.7 If in the exercise of their rights and obligations under clause s 6.5 and 6.6 the Directors request applicat ion of a holding lock to prevent a transfer of CHESS Approved Securities or refuse to register a transfer of a security , they must give written notice of the request or refusal to the holder of the Security, the trans feree and the broker lodging the transf er, if any. Failure to give such notice does not invalidate the decision of the Directors. Company to retain instrument of transfer 6.8 The Company must retain every instrument of transfer which is registered for such pe riod as the Directors determine. Refusa l to register 6.9 If the Directors refuse registration of a transfer, the transfer must be returned to the person who deposited it if demand is made within 12 months of the giving of notice of refusal to register unless t here has been an allegation of fraud co ncerning the transfer or the transaction to which it relates. Constitution of Supply Network Limited Page 14 120551951 - 215176 (EYK) 7 Transmission of shares Transmission of shares on death of holder 7.1 If a Shareholder who does not own shares jointly dies, the Company will recognise only the personal representative of the Shareho lder as being entitled to the Shareholder ’ s interest in the shares. Information given by personal representative 7.2 If the personal representative gives the Directors the information they reasonably require to establish the representative ’ s entitlement to be registered as a holder of the shares: (a) the personal representative may: (i) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or (ii) by giving a completed transfer form t o the Company, transfer the shares to a nother person; and (b) the personal representative is entitled, whether or not registered as the holder of the shares, to the same rights as the Shareholder . 7.3 On receiving an election under clause 7.2(a)(i) , the Company must register the personal representative as the holder of the shares. Death of joint owner 7.4 If a Shareholder who owns shares jointly dies, the Company will recognise only the survivor as being entitled to the Shareholder ’ s interes t in the shares. The estate of the Sha reholder is not released from any liability in respect of the shares. Transmission of shares on bankruptcy 7.5 If a person entitled to shares because of the bankruptcy of a Shareholder gives the Directors the information they reasonably require to establish th e person ’ s entitlement to be registered as holder of the shares, the person may: (a) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or (b) by giving a completed trans fer form to the Company, transfer the s hares to another person. 7.6 On receiving an election under clause 7.5(a) , the Company must register the person as the holder of the shares. Constitution of Supply Network Limited Page 15 120551951 - 215176 (EYK) Transmission of shares on mental incapacity 7.7 If a per son entitled to shares because of the m ental incapacity of a Shareholder gives the Directors the information they reasonably require to establish the person ’ s entitlement to be registered as the holder of the shares: (a) the person may: (i) by giving a written and signed notice to the Company, elect to be registered as the holder of the shares; or (ii) by giving a completed transfer form to the Company, transfer the shares to another person; and (b) the person is entitled, whether or not registered as the holder of the shar es, to the same rights as the Sharehold er . 7.8 On receiving an election under clause 7.7(a)(i) , the Company must register the person as the holder of the shares. Application of transfer provision 7.9 A transfer under this clause 7 must comply with the provisions of this Constitution applying to transfers generally. 8 General meetings Annual general meeting 8.1 Annual general meetings of the Company are to be held in accordance with the Corporations Act . Convening ge neral meeting 8.2 A Director or the Directo rs may whenever they think fit (and must if required to do so under the Corporations Act) convene and arrange to hold a general meeting of the Company. Use of technology at general meetings 8.3 The Company may hold a gene ral meeting: (a) at two or more venues using any technology (including online pla tforms) that gives all persons entitled to attend, as a whole, a reasonable opportunity to participate in the meeting; and/or (b) using one or more technologies that give all persons entitled to attend, as a whole, a reasonable opportunity to participate i n the meeting without being physically present in the same place. Constitution of Supply Network Limited Page 16 120551951 - 215176 (EYK) The Board is not under any obligation to offer or provide any additional venue or any technology. 8.4 All persons partici pating in a general meeting held pursuant to clause 8.3 are taken for all purposes of this Constitution (including the quorum requirement under clause 9.3 ) to be present at the meeting while so partic ipat ing. 8.5 A genera l meeting will be duly constituted and its proceedings valid if the chairman is satisfied that adequate facilities are available throughout the meeting to ensure that persons entitled to attend have a reasonable opportunity to participate in t he business for which the meeting has been convened. 8.6 Unless the chairman determines otherwise, the general meeting will be deemed to take place at the place where the chairman is physically present. 8.7 The powers of the chairman will apply equally to each ven ue and each techn ology (including online platform) of the meeting. 8.8 If a general meeting is held wholly or partly by means of one or more technologies, the Board may (subject to the requirements of the C orporations Act and Listing Rules) make any arrang emen t and impose any requireme nt or restriction in connection with participation by such technologies, including any arrangement, requirement or restriction that is: (a) necessary to verify the identification of the member, proxy, attorney or Representative; (b) n eces sary to ensure the security of the technology used; and (c) proportionate to the achievement of those objectives. 8.9 If, before or during the meeting, any technology used in accordance with clause 8.3 encounters a technical difficu lty wh ich results in a person entitled to participate not being able to participate in the meeting, the chairman may: (a) allow the meeting to continue; or (b) adjourn the meeting until the difficulty is remedied or to such other time and location as the chairman deems appropriate. 8.10 The chairman , in th e chairman ’ s discretion, or the Board in its discretion, may require the adoption of any procedures which are in its opinion necessary or desirable for proper and orderly conduct of the meeting including debate or disc ussion . Constitution of Supply Network Limited Page 17 120551951 - 215176 (EYK) N otice of general meeting 8.11 Notice of a meeting of Shareholder s must be given in accordance with clause 18 and the Corporations Act . Calculation of period of notice 8.12 In c alculating the period of notice for the purposes of t his cl ause 8 , both the day on which the notice is given or taken to be given and the day of the meeting convened by it are to be disregarded. Cancellation or postponement of a meeting 8.13 Where a meeting of Shareholder s (including a n annu al general meeting) is convened by the Directors they may, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them. This clause 8.13 does not apply to a meet ing co nvened in accordance with the Corporations Act by a single director, by Shareholder s or by the Directors o n the request of Shareholder s. Notice of cancellation or postponement of a meeting 8.14 Notice of cancellation or postponement of a general meeting m ust st ate the reason for cancellation or postponement and be given: (a) to each Shareholder individually; and (b) to eac h other person entitled to be given notice of a meeting of the Company ’ s Shareholder s under the Corporations Act . Contents of notice of postpone ment o f meeting 8.15 A notice of postponement of a general meeting must specify: (a) the postponed date and time for the holding of the meeting; and (b) a place for the holding of the meeting which may be either the same as or different from the place specified in the origin al notice convening the meeting; and (c) if the meeting is to be held in two or more places, the technology th at will be used to facilitate the holding of the meeting in that manner. Number of clear days for postponement of meeting 8.16 The number of clear da ys fro m the giving of a notice postponing the holding of a general meeting to the date specified in that notice for the holding of the postponed meeting must not be less than the number of clear days ’ notice of the general meeting required to be given by t his Co nstitution or the Corporations Act . Constitution of Supply Network Limited Page 18 120551951 - 215176 (EYK) Business at postponed meeting 8.17 The only business that may be transacted at a general meeting the holding of which is postponed is the business specified in the original notice convening the meeting. Proxy, attorney or Rep resentative at postponed meeting 8.18 Where: (a) by the terms of an instrument appointing a proxy or attorney or of an appointment of a Representative, a proxy or an attorney or a Representative is authorised to attend and vote at a general meeting to be held on a specified date or at a general meeting or general meetings to be held on or before a specified date; and (b) t he date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney or appointmen t of R epresentative, then that later date is taken to be substituted for and applies to the exclusion of the dat e specified in the instrument of proxy, power of attorney or appointment of representative unless the Shareholder appointing the proxy, attorney or Re presentative gives to the Company at its registered office notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed. Non - receipt of notice 8.19 The non - receipt of notice of a general m eeting or cancellation or postponement of a general meeting by, or the accidental omission to give notice of a g eneral meeting or cancellation or postponement of a general meeting to, a person entitled to receive notice does not invalidate the convening of the g eneral meeting, any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of a meeting. 9 Proceedings at general meetings Membership at a specified time 9.1 The Directors may determine, for the purposes of a parti cular general meeting, that all the shares that are quoted on the ASX at a specified time before the meeti ng are to be taken as being held at the time of t he meeting by the persons who he ld them at the specified time. The determination must be made and pu blished in accordance with the Corporations Act . References in this clause 9 9.2 I n this clause 9 , u nless the contrary intention appears : Constitution of Supply Network Limited Page 19 120551951 - 215176 (EYK) (a) a reference to a Shareholder includes a reference to a proxy , atto rney or Representative of that Shareholder ; and (b) a reference to a proxy, attorney or Representative is a re ference to a proxy, attorney or Representative of a Shareholder . Number for a quorum 9.3 Subject to clause 9.6 , five Sha rehold er s present in person or by proxy, attorney or Representative constitute a quorum at a general meeting. Re quirement for a quorum 9.4 An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to co nsider it. If a quorum is present at the beginning of a meeting it is taken to be present throughout the meetin g unless the chairman of the meeting (on the chairman ’ s own motion or at the instance of a Shareholder , proxy, attorney or Representative who is prese nt) declares otherwise. Quorum and time 9.5 If within 15 minutes after the time appointed for a meeting a quor um is not present, the meeting: (a) if convened by a Director, or at the request of, Shareholder s, is dissolved; and (b) in any other case stands adjour ned to the same day in the next week and the same time and place, or to such other day, time and place as the Di rectors appoint by notice to the Shareholder s and others entitled to notice of the meeting. Adjourned meeting 9.6 At a meeting adjourned under claus e 9.5(b) , two persons each being a Shareholder , proxy, attorney or Representative pr esent at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meet ing is dissolved. Appointment and powers of chairman of general meeting 9.7 If the Directors have elected one of the ir number as chairman of their meetings, that person is entitled to preside as chairman at a general meeting. Absence of chairman at general mee ting 9.8 I f a general meeting is held and: (a) a chairman has not been elected by the Directors; or Constitution of Supply Network Limited Page 20 120551951 - 215176 (EYK) (b) the elected chairman is not present within 15 minutes after the time appointed for the holding of the meeting or is unable or unwilling to act, one of the following peopl e (who are listed in order of precedence) may preside as chairman of the meeting : (c) the deputy chairman (if any); (d) a Director chosen by a majority of the Directors present; (e) the only Director present; (f) a Shareholder chosen by a majority of the Sharehol der s p resent in person or by proxy, attorney or Representative. Conduct of general meetings 9.9 The chairman of a ge neral meeting: (a) has charge of the general conduct of the meeting and of the procedures to be adopted at the meeting; and (b) may require the adoption of an y procedure which is in the chairman ’ s opinion necessary or desirable for proper and orderly debate or dis cussion and the proper and orderly casting or recording of votes at the general meeting; and (c) may, having regard where necessary to the Corporati ons Ac t , terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting, and a decision by the chairman under this clause 9.9 is final. Adjournment of gener al meeting 9.10 The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later ti me at the same meeting or to an adjourned meeting at any time and any place. 9.11 In exercising this discretion, th e chairman may, but need not, seek the approval of the Shareholder s present. Unless required by the chairman, a vote may not be taken or demand ed by the Shareholder s present in respect of any adjournment. 9.12 Only unfinished business is to be transacted at a meeting resumed after an adjournment. Notice of adjourned meeting 9.13 It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a Constitution of Supply Network Limited Page 21 120551951 - 215176 (EYK) meeting is adjourned for one month or more. In that case, no tice of the adjourned meeting must be given as in the case of an original meeting. Questions decided by majority 9.14 Subject to the requirements of the Co rporations Act , a resolution is passed if a simple majority of the votes cast are in favour of the resolut ion . Equality of votes - no casting vote for chairman 9.15 If there is an equality of votes, either on a show of hands or on a poll, the chairman of the me eting is not entitled to a casting vote in addition to any votes to which the chairman is entitled as a Sh areholder or proxy or attorney or Representative. Declaration of results 9.16 At any general meeting a resolution put to the vote of the meeting mus t be d ecided on a show of hands unless a poll is properly demanded and the demand is not withdrawn. A declarati on by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an en try to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the chairman nor the minutes need state and it is not necessary to prove the number or proportion of the votes recorded in favou r of or against the resolution. Poll 9.17 If a poll is properly demanded, it must be taken in the manner and at the date and time directed by the chairman and the result of the poll constitutes a resolution of the meeting at which the poll was demanded. 9.18 A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately. 9.19 A demand for a poll may be withdrawn. 9.20 A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the q uestion on which the poll has been demanded. Entitlement to vote 9.21 Subject to any rights or restrictions for the time being attached to any class or classes of shares and to this Constitution: (a) on a show of hands , each Shareholder present in person and each o ther person present as a proxy, attorney or Representative of a Shareholder has one vote; and Constitution of Supply Network Limited Page 22 120551951 - 215176 (EYK) (b) on a poll, e ach Shareholder present in person has one vote for each fully paid share held by the Shareholder and each person present as proxy, attorney or R eprese ntative of a Shareholder has one vote for each fully paid share held by the Shareholder that the person re presents. 9.22 A Shareholder is not entitled to vote at a general meeting in respect of shares which are the subject of a current Restriction Agreeme nt for so long as any breach of that agreement subsists. Voting on a poll for partly paid shares 9.23 If a Shareholde r holds partly paid shares, the number of votes the Shareholder has in respect of those shares on a poll is determined as follows: D C B A x = where: A is the number of those shares held by the Shareholder ; B is the amount paid on each of those shares excluding any amount: (a) paid or credited as paid in advance of a call; and (b) credited as paid on those shares to the extent that it ex ceeds the value (ascertained at the time of issue of those shares) of the consideration received for the issue o f those shares; C is the issue pr ice of each of these shares; D is the number of votes the Shareholder has. 9.24 On the application of clause 9.23 , disregard any fraction which arises. Joint S hareholders ’ vote 9.25 If a share is held join tly and more than one Shareholder votes in respect of that share, only the vote of the Shareholder whose name appears first in the Register coun ts. Vo te of shareholder of unsound mind 9.26 If a Shareholder is of unsound mind or is a person whose person or esta te is liable to be dealt with in any way under the law relating to mental health, then the Shareholder ’ s committee or trustee or any other perso n who properly has the management of the Shareholder ’ s estate may exercise any rights of the Shareholder in rela tion to a general meeting as if the committee, trustee or other person were the Shareholder . Constitution of Supply Network Limited Page 23 120551951 - 215176 (EYK) Effect of unpaid call 9.27 A Shareholder is not entitled at a general meeting to cast a vote attached to a share on which a call is due and payable and has not been pai d. Validity of vote in certain circumstances 9.28 Unless the Company has received written notice of the matter before the start or resumption of the meetin g at which a person votes as a proxy, attorney or Representative, a vote cast by that person is valid even if, before the person votes: (a) the appointing Shareholder dies; or (b) the Shareholder is mentally incapacitated; or (c) the Shareholder revokes the appo intmen t or authority; or (d) the Shareholder revokes the authority under which the appointment was made by a third p arty; or (e) the Shareholder transfers the share in respect of which the appointment or authority was given. Objection to voting qualification 9.29 An ob jectio n to the right of a person to attend or vote at the meeting or adjourned meeting: (a) may not be raised except at that meeting or adjourned meeting; and (b) must be referred to the chairman of the meeting, whose decision is final. 9.30 A vote not disallowed und er the objection is valid for all purposes. Direct vote 9.31 D espite anything to the contrary in this Constitution , the Board may decide that, at any general meeting or class meeting, a member who is entitled to attend and vote on a resolution at that meeting i s enti tled to a direct vote in respect of that resolution . A ‘direct vote’ includes a vote delivered to the Company by post, fax or other electronic means approved by the Board. 9.32 The Board may prescribe regulations, rules and procedures in relation to dire ct vot ing, including specifying the form, method and t iming of giving a direct vote at a meeting in order for the vote to be valid. D irector entitled to notice of meeting 9.33 A Director is entitled to rec eive notice of and to attend all general meetings and al l sepa rate general meetings of the holders of any Constitution of Supply Network Limited Page 24 120551951 - 215176 (EYK) class of shares in the capital of the Company and is entitled to speak at those meetings. 10 Directors Continuation of Directors in office 10.1 The Directors in office at the time of the adoption of this Constituti on con tinue in office subject to this Constitution. Number of Directors 10.2 Subject to clause 10.3 , t he number of Directors may not be not less than three nor more than: (a) seven ; or (b) if the Directors have determined a number less than seven (but not less than the number of Directors in office at the time the determination takes effect) to be the maximum number of Directors, the number of Directors determined by the Directors. 10.3 The C ompany in general meeting may by resolution increase or reduce the number of Directors, and may also determine the rotation in which the changed number of Directors are to retire from office. Rotation of Directors 10.4 At each annual general meeting one - third o f the Directors for the time being, or, if their number is not three nor a multiple of three, then the number nearest one - third, and any other Director who has held office for three years or more since last being elected, must retire from office. 10.5 In dete rmining the number of Directors to retire, account is no t to b e taken of a Director who only holds office until the conclusion of the meeting in accordance with clause 10.11 or the Managing Director who is exempt from retirement by rotation in accordance with clause 12.29 . Office held until conclusion of meeting 10.6 A retiring Director holds office until the conclusion of the meeting at which that Director retires , but is eligible for re - election. Director s to retire 10.7 The Directors to retire at any annual genera l meet ing must be those who have been longest in office since their last election, but, as between persons who were last elected as Directors on the same day, those to retire must be determined by lot , unless they otherwise agree among themselves. Constitution of Supply Network Limited Page 25 120551951 - 215176 (EYK) Director elect ed at general meeting 10.8 The Company may, at a general meeting at which a Director retires or otherwise vacates office, by resolution fill the vacated office by electing a person to that office. El igibility for election as Director 10.9 Except for: (a) a person who is eligible for election or re - election under clause 10.6 or 10.11 , a person is not eligible for election as a Director at a general meeting of the Company unless a consent to nomination signed by the p erson has been lodged at the Registered Office at least: (b) in the case of a person recommended for election by the Directors, 20 business days before the general meeting; and (c) i n any other case, 30 business days before the general meeting. Casual vacanc y 10.10 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, provided the total number of Directors does not exceed the maximum number determined in accordance with this c lause 10 . 10.11 A Director appointed under this clause holds office until the conclusion of the next annual general meeting of the Company , but is eligible for election at that m eeting. This clause 10.11 d oes no t apply to one Managing Director nominated by the Directors under clause 12.29 . Remuneration of Directors 10.12 The Directors are entitled to be remunerated for their servi ces as Directors and the total amount or value of the re munera tion must not exceed $ 120,000.00 per annum or any other amount per annum determined by the Company in general meeting. The remuneration is to be divided among the Directors in the proportion an d manner agreed between them or, in default of agreement , equa lly. This clause 10.12 does not apply to the remuneration of a Managing Director or an Executive Director in either capacity. The Directors ’ remuneration accrues fr om day to day. Additional or special duties 10.13 If a Directo r at t he request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may Constitution of Supply Network Limited Page 26 120551951 - 215176 (EYK) be either in addition to or in substitution for that Director ’ s remun eratio n under clause 10.12 . Retirement benefit 10.14 Subject to the Listing Rules and the Corporations Act , the Company may pay a former Director, or the personal representatives of a Director who dies in office, a retirement benefit in rec ognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director pro viding for payment of a retirement benefit. A retirement benef it paid under this clause 10.14 is not remuneration to which clause 10.12 applies. Expenses 10.15 A Director is also entitled to be reimbursed out of the funds of the Company for reasonable travelling, acco mmodation and other expenses the Director incur s when tr avelli ng to or from meetings of the Directors or a Committee or when otherwise engaged on the business of the Company. Director ’ s interests 10.16 Subject to complying with the Corporations Act requirements regarding disclosure of and voting on matters involving mater ial personal interests, a Director may: (a) hold any office or place of profit in the Company, except that of auditor; and (b) hold any office or place of profit in any other company, body corporate, tr ust or entity promoted by the Company or in which it has an in terest of any kind; and (c) enter into any contract or arrangement with the Company; and (d) par ticipate in any association, institution, fund, trust or scheme for past or present employees or directors of the Company or persons dependent on or connected wit h them ; and (e) act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the Company, except as auditor; and (f) participate in, vote on and be counted in a quorum f or any meeting, resolution or decision of the Directors and ma y be present at any meeting where any matter is being considered by the Directors; and (g) sign or participate in the execution of a document by or on behalf of the Company. Constitution of Supply Network Limited Page 27 120551951 - 215176 (EYK) 10.17 A Director may do any of the above despite the fiduciary relationship with the C ompany arising from the Director ’ s office: (a) without any liability to account to the Company for any direct or indirect benefit accruing to the Director; and (b) without affecting the validity of any contr act or arrangement. 10.18 A reference to the Company in clau se s 10.16 and 10.17 is also a reference to each related body corporate of the Company. Vacation of office of Director 10.19 In addition to the circums tances in which the office of a Director becomes vacant under the Corporations Act , the office of a Director becomes vacant if the Director: (a) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law rela ting to mental health; or (b) resigns from the office by not ice in writing to the Company; or (c) is not present personally or by proxy or Alternate Director at meetings of the Directors for a continuous period of three months without leave of absence from the Dir ectors. 11 Powers and duties of Directors Directors to mana ge Com pany 11.1 The business of the Company is to be managed by the Directors, who may exercise all such powers of the Company as are not, by the Corporations Act or by this Constitution, required to be ex ercised by the Company in general meeting. Specific powe rs of Directors 11.2 Without limiting the generality of 11.1 , the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or busine ss of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person. Appointment of attorney 11.3 The Directors may, by power of attorney, appoint a ny person or persons to be the attorney or attorneys of the Co mpany for the purposes and with the powers, authorities and discretions vested in or exercisable by the Directors for such period and subject to such conditions as the Directors think fit. Constitution of Supply Network Limited Page 28 120551951 - 215176 (EYK) Provi sions in power of attorney 11.4 A power of attorney granted u nder 11.3 may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a subst itute attorney) all or any of the powers, authorities and discretions vested in the attorney. Minutes 11.5 The Directors must cause minutes of meetings to be made and kept in accordance with the Corporatio ns Act . Signing of cheques 11.6 The Directors may determine the ma nner in which and persons by whom cheques, promissory notes, bankers ’ drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Company, may be signed, drawn , accepted, endorsed or otherwise executed. 12 Proceedings of Dir ectors Directors ’ meetings 12.1 The Directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they think fit. Director may convene a meeting 12.2 A Dire ctor may at any time, and the Secretary must on the writ ten re quest of a Director, convene a meeting of the Directors. Questions decided by majority 12.3 A question arising at a meeting of Directors is to be decided by a majority of votes of Directors present a nd entitled to vote and that decision is for all purpose s a de cision of the Directors. Alternate Director or proxy and voting 12.4 A person who is present at a meeting of Directors as an Alternate Director or as a proxy for another Director has one vote for eac h absent Director who would be entitled to vote if prese nt at the meeting and for whom that person is an Alternate Director or proxy and, if that person is also a Director, has one vote as a Director in that capacity. Chairman ’ s casting vote 12.5 In the event o f an equality of votes the chairman of the meeting has a casti ng vote, unless only two Directors are present and entitled to vote at the meeting on the question. Appointment of Alternate Director 12.6 Subject to the Corporations Act , a Director may appoint a pe rson, approved by a majority of the other Directors, to be an Alternate Constitution of Supply Network Limited Page 29 120551951 - 215176 (EYK) Director in the Director ’ s place during such period as the Director thinks fit. Alternate Director and meetings 12.7 An Alternate Director is entitled to notice of all meetings of the Direc tors and, if the appointor does not attend a meeting, is entit led to attend and vote in the appointor ’ s place. Alternate Director ’ s powers 12.8 An Alternate Director may exercise all the powers except the power to appoint an Alternate Director and, subject to t he Corporations Act , may perform all the duties of the a ppoint or insofar as the appointor has not exercised or performed them. Alternate Director responsible for own acts and defaults 12.9 Whilst acting as a Director, an Alternate Director is responsible to the Company for the Alternate Director ’ s own acts and defau lts an d the appointor is not responsible for them. Alternate Director and remuneration 12.10 An Alternate Director is not entitled to receive from the Company any remuneration or benefit under 10.12 or 10.14 . Ter mination of appointment of Alternate Director 12.11 The appointment of an Alternate Director may be terminated at any time by the appointor even if the period of the appointment of the Alternate Direc tor has not expired, and terminates in any event if the appoin tor ceases to be a Director. Appointment or termination in writing 12.12 An appointment, or the termination of an appointment, of an Alternate Director must be effected by a notice in writing signed b y the Director who makes or made the appointment and del ivered to the Company. Alternate Director and number of Directors 12.13 An Alternate Director is not to be taken into account separately from the appointor in determining the number of Directors. Director a ttending and voting by proxy 12.14 A Director may attend and v ote by proxy at a meeting of the Directors if the proxy: (a) is another Director; and (b) has been appointed in writing signed by the appointor. The appointment may be general or for one or more particular me etings. Constitution of Supply Network Limited Page 30 120551951 - 215176 (EYK) Quorum for Directors ’ meeting 12.15 At a meeting of Di rector s, the number of Directors whose presence in person or by proxy is necessary to constitute a quorum is three or any greater number determined by the Directors. Remaining Directors may act 12.16 The continuing Directors may act despite a vacancy in their numbe r. If their number is reduced below the minimum fixed by clause 10 , the continuing Directors may, except in an emergency, act only for the purpose of filling vacanci es to the extent necessary to bring their number up to t hat mi nimum or to convene a general meeting. Chairman of Directors 12.17 The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elec ted as chairman is to hold office. Absence of chairman a t Dire ctors ’ meeting 12.18 If a Directors ’ meeting is held and: (a) a chairman has not been elected under clause 12.17 ; or (b) the chairman is not present within 10 minutes after the tim e appointed for the holding of the meeting or is unable or unw illing to act, the Directors present must elect one of their number to be chairman of the meeting. Directors ’ committees 12.19 The Directors may delegate any of their powers, other than powers require d by law to be dealt with by Directors as a board, to a commit tee or committees consisting of at least one Director and such other persons as they think fit. Powers delegated to Directors ’ committees 12.20 A committee to which any powers have been delegated unde r clause 12.19 must exercise those powers in accordance with any directions of the Directors. A power so exercised is taken to have been exercised by the Directors. Chairman of Directors ’ committee 12.21 The members of a committee ma y elect one of their number as chairman of their meeting s. If a meeting of a committee is held and: (a) a chairman has not been elected; or (b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable or u nwilling to act, Constitution of Supply Network Limited Page 31 120551951 - 215176 (EYK) the members present may elect one of th eir nu mber to be chairman of the meeting. Meetings of Directors ’ committee 12.22 A committee may meet and adjourn as it thinks proper. Determination of questions 12.23 Questions arising at a meeting of a committ ee are to be determined by a majority of votes of the me mbers involved and voting. 12.24 In the event of an equality of votes the chairman of the meeting has a casting vote, unless only two members of the committee are present and entitled to vote at the meeti ng on the question. Circulating resolutions 12.25 The Director s may pass a resolution without a Directors ’ meeting being held if all of the Directors who are then in Australia and entitled to vote on the resolution sign a document containing a statement that the y are in favour of the resolution set out in the documen t. Se parate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last director signs. Validity of acts of Directors 12.26 All acts done at a meetin g of t he Directors or of a committee of Directors, or by a person acting as a Director are, even if it is afterwards discovered that: (a) there was a defect in the appointment or continuance in office of a person as a Director or of the person so acting; or (b) a person acting as a Director was disqualified or was not entitled to vote, as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to v ote. Appointment of Managing and Executive Directors 12.27 The Direc tors may: (a) appoint one or more of their number to the office of Managing Director or as an Executive Director or to any other office, except auditor, or employment under the Company for the perio d and on the terms they think fit; and (b) subject to the te rms of any contract between the relevant Director and the Company, at any time remove or dismiss any Managing Director or Executive Director from that office; and Constitution of Supply Network Limited Page 32 120551951 - 215176 (EYK) (c) appoint another Director to that offi ce. Ceasing to be Managing or Executive Director 12.28 A Man aging Director or Executive Director automatically ceases to be a Managing Director or Executive Director on ceasing to be a Director. One Managing Director exempt 12.29 One Managing Director, nominated by the Directors, is exempt from the election requirement u nder c lause 10.11 and from retirement by rotation under clause 10.4 and is not counted under clause 10.5 for determi ning the number of Directors to retire by rotation. Remu nerati on of Managing and Executive Directors 12.30 The remuneration of a Managing Director or an Executive Director may be fixed by the Directors and may be by way of salary , superannuation contributions, o ther benefits, commission or participation in profits or by al l or any of those modes, but may not be by a commission on or percentage of operating revenue. Powers of Managing and Executive Directors 12.31 The Directors may: (a) confer on a Managing Director or an E xecutive Director such of the powers exercisable by them , on s uch terms and conditions and with such restrictions, as they think fit; and (b) withdraw or vary any of the powers conferred on a Managing Director or an Executive Director. 13 Secretary Appointment of Secretary 13.1 There must be at least one Secretary of the C ompany who is to be appointed by the Directors. Suspension and removal of Secretary 13.2 The Directors may suspend or remove a Secretary from that office. Powers, duties and authorities of Secretary 13.3 A secr etary holds office on the terms and conditions (includin g as t o remuneration) and with the powers, duties and authorities, as determined by the Directors. The exercise of those powers and authorities and the performance of those duties by a Secretary are subject at all times to the control of the Directors. Constitution of Supply Network Limited Page 33 120551951 - 215176 (EYK) 14 Se als Sa fe custody of common seals 14.1 The Directors must provide for the safe custody of any seal of the Company. Use of common seal 14.2 If the Company has a common seal or duplicate common seal: (a) it may be use d only by the authority of the Directors, or of a commit tee of the Directors authorised by the Directors to authorise its use; and (b) every document to which it is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersig n that document or a class of documents in which that document is included. 15 Inspection of records Inspection by Shareholder s 15.1 Subject to the Corporations Act , the Directors may determine whether and to what extent, and at what time and places and under what condi tions, the accounting records and other documents of the Company or any of them will be open to the inspection of Shareholder s (other than Directors). Right of a Shareholder to inspect 15.2 A Shareho lder (other than a Director) does not have the right to inspec t any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting. 16 Dividends and reserves Payment of dividend 16.1 Subject to the Corporation s Act , this Constitution and the rights of persons (if a ny) en titled to shares with special rights to dividend, the Directors may determine or declare that a dividend is payable, fix the amount and the time for payment of the dividend and authorise the payment or credi ting of the dividend by the Company to, or at the direction of, each Shareholder entitled to that dividend. No interest on dividends 16.2 Interest is not payable by the Company on a dividend. Constitution of Supply Network Limited Page 34 120551951 - 215176 (EYK) Reserves and profits carried forward 16.3 The Directors may, before paying any dividend, set aside out of the profits o f the Company such sums as they think proper as reserves, to be applied, at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied. 16.4 Pending any application, the reserves may, at the discretion of the D irectors, be used in the business of the Company or be invested in such investments as the Directors think fit. 16.5 The Directors may carry forward so much of the profits remaining as they consider ought not to be d istributed as dividends without transferrin g those profits to a reserve. Calculation and apportionment of dividends 16.6 Subject to the rights of any persons entitled to shares with special rights as to dividend and to the terms of any shares issued to the cont rary, the profits of the Company are divisi bl e among the Shareholder s so that, on each occasion on which a dividend is paid: (a) the same sum is paid on each share on which all amounts payable have been paid; and (b) the sum paid on a share on which all amounts pa yable have not been paid is the proportion of the sum referred to in clause 16.6 (a) that the amount paid on the shares bears to the total of the amounts paid and payable on the share. 16.7 In determining the amount paid on a share, any amount: (a) pai d or credited as paid in advance of a call; or (b) credited as paid on a share to the extent that it exceeds the value (ascertained at the time of issue of the share) of the consideration received for the issue of the share , must be excluded . Deductions from d iv idends 16.8 The Directors may deduct from any dividend payable to, or at the direction of, a Shareholder all sums of money (if any) presently payable by that Shareholder to the Company on account of calls or otherwis e in relation to shares in the Company. Dis tr ibution of specific assets 16.9 When resolving to pay a dividend, the Directors may: (a) resolve that the dividend be satisfied either wholly or partly by the distribution of specific assets to some or all of the persons entitled to the dividend, including fully pa id shares Constitution of Supply Network Limited Page 35 120551951 - 215176 (EYK) in or debentures of the Company or fully paid shares in or debentures of any other body corporate; and (b) direct that the dividend payable in respect of any particular shares be satisfied wholly or partly by such a distribution and that the divide nd payable in respect of other shares be paid in cash. Resolution of distribution difficulties 16.10 If a difficulty arises in regard to a distribution under clause 16.9 , the Directors may: (a) s ettle the matter as they consider expedient ; and (b) fix the value for distribution of the specific assets or any part of those assets; and (c) determine that cash payments will be made to, or at the direction of, any Shareholder s on the basis of the value so fixe d in order to adjust the rights of all part ie s; and (d) vest any such specific assets in trustees as the Directors consider expedient. 16.11 If a distribution of specific assets to, or at the direction of, a particular Shareholder or Shareholder s is illegal or, in t he Directors ’ opinion, impracticable , the D ir ectors may make a cash payment to the Shareholder or Shareholder s on the basis of the cash amount of the dividend instead of the distribution of specific assets. Payment by cheque and receipts 16.12 A dividend, intere st or other money payable in cash in respec t of shares may be paid to the relevant Shareholder or Shareholders : (a) by cheque sent by post to the address of the relevant Shareholder as shown in the Register or, in the case of joint Share holders, to the address of the joint Share holder first named in th e Register; or (b) by cheque sent by post to another address nominated in writing by the relevant Shareholder or joint Shareholder ; or (c) by some other method of direct credit determined by the Directors or to another pe rson or place nominated in writing by the r el evant Shareholder or joint Shareholder . 16.13 Any one of two or more joint holders may give an effectual receipt for any dividend, interest or other money payable in respect of the shares held by them as joint holders . Constitution of Supply Network Limited Page 36 120551951 - 215176 (EYK) Election to reinvest dividend 16.14 Subject to th e Listing Rules, the Directors may grant to Shareholder s or any class of Shareholder s the right to elect to reinvest cash dividends paid by the Company by subscribing for shares in the Company on such terms and conditions as the Directors think fit. Elec ti on to accept shares in lieu of dividend 16.15 Subject to the Listing Rules, the Directors may determine in respect of any dividend which it is proposed to pay on any shares of the Company that holders of the shares ma y elect: (a) to forego the right to share in th e proposed dividend or part of such proposed dividend; and (b) to receive instead an issue of shares credited as fully paid on such terms as the Directors think fit. Unclaimed dividends 16.16 Unclaimed dividends may be inve sted by the Directors as they think fit for t he benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys. 17 Capitalisation of profits Capitalisation of reserves and profits 17.1 The Directors may resolve to : (a) capitalise any sum, being th e whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to Shareholder s; and (b) apply the sum in any o f the ways mentioned in clause 17.2 , for the benefit of Shareholder s in the proportions to which those Shareholder s would have been entitled in a distribution of that sum by way of dividend. Applying a sum for the benefit of Sha reholder s 17.2 The ways in which a sum may be ap pl ied for the benefit of Shareholder s under clause 17.1 are: (a) in paying up any amounts unpaid on shares held by Shareholder s; or (b) in paying up in full unissued shares or debentures to be issued to Shareholder s as fully paid; or Constitution of Supply Network Limited Page 37 120551951 - 215176 (EYK) (c) pa rt ly as mentioned in clause 17.2(a) and partly as mentioned in clause 17.2(b) . Effecting the resolution 17.3 The Directors may do all things necessary to give eff ect to a resolution under clause 17.1 and, in particular, may to the extent necessary to adjust the rights of the Shareholder s among themselves : (a) make cash payments in cases where shares or debentures become issuable in fractions ; and (b) authorise any person to make, on beha lf of all or any of the Shareholder s entitled to any further shares or debentures on the capitalisation, an agreement with the Company providing for: (i) the issue to them, credited as fully paid up, of any further sh ares or debentures; or (ii) the payment by the C om pany on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised, and any agreeme nt so made is effective and binding on all th e Shareholder s concerned. 18 Service of documents Document includes notice 18.1 In this clause 18 , a reference to a document includes a notice. Methods of service 18.2 The Company may give a docum ent to a Shareholder : (a) personally; or (b) by sen di ng it by post to the address for the Shareholder as appearing in the Register or an alternative address nominated in writing by the Shareholder ; or (c) by sending it to a fax number or electronic address nominated b y the Shareholder . Post 18.3 A document sent by po st: (a) if sent to an address in Australia, may be sent by ordinary post; and Constitution of Supply Network Limited Page 38 120551951 - 215176 (EYK) (b) if sent to an address outside Australia, must be sent by airmail, and in either case is taken to have been received on the day after the date of its posting. Fax or electronic tran sm ission 18.4 If a document is sent by fax or electronic transmission, delivery of the document is taken: (a) to be effected by properly addressing and transmitting the fax or electronic transmission; and (b) to have been del ivered on the day following its transmissio n. Joint Share holders 18.5 A document may be given by the Company to the joint holders of a share by giving it to the joint holder first named in the Register in respect of the share. Persons entitled to shares 18.6 A perso n who by operation of law, transfer or othe r means whatsoever becomes entitled to any share is absolutely bound by every document given in accordance with this clause 18 to another person from whom that person derives title prio r to registration of that person ’ s title in t he Register. 19 Winding up Distribution of assets 19.1 If the Company is wound up, the liquidator may, with the approval of Shareholders in the form of a s pecial resolution , divide among the Shareholder s in kind the who le or any part of the property of the Compa ny and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Shareholder s or different classes of Shareholder s. Powers of liquidator to v es t property 19.2 The liquidator may, with the approval of Shareholders in the form of a special resolution, vest the whole or any part of the property of the Company in trustees on such trusts for the benefit of the c ontributories as the liquidator thinks fit, b ut so that no Shareholder is compelled to accept any shares or other securities in respect of which there is any liability on the part of the holder. Shares issued on special terms 19.3 This c lause 19 do es not prejudice or affect th e rights of a Shareholder holding shares issued on special terms and conditions. Constitution of Supply Network Limited Page 39 120551951 - 215176 (EYK) 20 Indemnity and insurance Indemnity 20.1 Every person who is or has been: (a) a director of the Company; or (b) a secretary of the Company ; or (c) an executive officer of the company , is entit le d to be indemnified out of the property of the Company against: (d) every liability incurred by the person in that capacity (except a liability for legal costs); and (e) all legal costs incurred in defending or resist ing (or otherwise in connection with) proce ed ings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity, unless: (f) the Company is forbidden by statute to indemnify the person against the liability or legal costs; or (g) a n indemnity by the Company of the person against the liability or legal costs would, if given, be made void by statute. Insurance 20.2 The Company may pay or agree to pay, whether directly or through an interposed en tity, a premium for a contract insuring a p er son who is or ha s been a director , secretary or executive officer of the Company against liabilities incurred by the pers on in that capacity, including liabilities for legal costs, unless: (a) the Company is forbidd en by statute to pay or agree to pay the pr em ium; or (b) the contract would, if the Company paid the premium, be made void by statute. 21 Restricted Securities Escrow Period 21.1 Restricted Securities cannot be disposed of during the Escrow Period exce pt as permitted by the Listing Rules or the A SX . Constitution of Supply Network Limited Page 40 120551951 - 215176 (EYK) 21.2 If the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s issuer sponsored sub register and are to have a holding lock app li ed for the duration of the Escrow Period applicable to those Restricted Securities . 21.3 The Company must not acknowledge a disposal (including by registering a transfer) of Restricted Securities during the Escrow Period except as permitted by the Listing Rul es or the ASX . 21.4 A holder of Restricted Securities will not be entitled to participate in any return of capital on those Restricted Securities during the Escrow Period ap plicable to those Restricted Securities except as permitted by the Listing Rules or the AS X . Breach of Restriction Agreement or Listing Rules 21.5 T he holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities while a breach of the Listing Rules relating to Restric te d Securities, or a breach of a Restriction Agreement, subsists in relation to those Restricted Securities . 22 Small Holdings D ivestment Notice 22.1 If the Directors determine that a Shareholder is a Small Holding Shareholder or a New Small Holding Shareholder , t he Company must give the Sh areholder a Divestment Notice to notify the Shareholder : (a) that the Shareholder is a Small Holding Shareholder or a New Small Holding Shareholder , the number of Shares making up and the Market Value of the Small Holding or New Smal l Holding and the date on w hich the Market Value was determined; and (b) that the Company intends to sell the Relevant Shares in accordance with this clause 22 after the end of the Relevant Period specified in the Divestment Notice; a nd (c) if the Shareholder is a Small Holding Shareholder , that the Shareholder may at any time before the end of the Relevant Period notify the Company in writing that the Shareholder desires to retain the Relevant Shares and that if the Shareholder does so th e Company will not be ent itled to sell the Relevant Shares under that Divestment Notice; and (d) after the end of the Relevant Period the Company may for the purpose of selling the Relevant Shares that are in a Constitution of Supply Network Limited Page 41 120551951 - 215176 (EYK) CHESS Holding initiate a Holding Adjustment to mo ve those Shares from that CHESS Holding to an Issuer Sponsored Holding or Certificated Holding. 22.2 If the ASX Settlement Operating Rules apply to the Relevant Shares, the Divestment Notice must comply with the ASX Settlement Operating Rules . Relevant Period 22.3 T he Relevant Period must b e at least: (a) six weeks from the date the Divestment Notice is given, in the case of a Divestment Notice given to a Small Holding Shareholder ; or (b) seven days from the date the Divestment Notice is given , in the case of a Divestment No tice given to a New Small Holding Shareholder . Company can sell Relevant Shares 22.4 At the end of the Relevant Period the Company is entitled to sell on - market or in any other way determined by the Directors: (a) the Relevant Shares of a Shareholder who is a Sma ll Holding Shareholder , unl ess that Shareholder has notified the Company in writing before the end of the Relevant Period that the Shareholder desires to retain the Relevant Shares, in which event the Company must not sell those Relevant Shares under that Di vestment Notice; and (b) the Relevant Shares of a Shareholder who is a New Small Holding Shareholder . No obligation to sell 22.5 The Company is not bound to sell any Relevant Shares which it is entitled to sell under this clause 22 , bu t if the Relevant Shares ar e not sold within six weeks after the end of the Relevant Period , the Company ’ s right to sell the Relevant Shares under the Divestment Notice relating to those Shares lapses and it must notify the Shareholder to whom the Divestme nt Notice was given accordi ngly. Company as Shareholder ’ s attorney 22.6 The Shareholder appoints the Company and each Director and Secretary jointly and severally as the Shareholder ’ s attorney in the Shareholder ’ s name and on the Shareholder ’ s behalf to do all ac ts and things which the C ompany considers necessary or appropriate to effect the sale or transfer of the Relevant Shares in accordance with this clause 22 , including : Constitution of Supply Network Limited Page 42 120551951 - 215176 (EYK) (a) initiat ing a Holding Adjustment to move the Relevant Shares f rom a CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding; and (b) execut ing on behalf of the Shareholder all deeds , instruments or other documents necessary to transfer the Relevant Shares and to deliver any such deeds, instruments or oth er documents to the purchas er. Conclusive evidence 22.7 A statement in writing by or on behalf of the Company under this clause 22 is binding on and , in the absence of manifest error, conclusive against a Shareholder . In particular, a statement that the Relev ant Shares specified in the statement have been sold in accordance with this clause 22 is conclusive against all persons claiming to be entitled to the Relevant Shares and discharges the purchaser from a ll liability in respect o f the Relevant Shares. Registering the purchaser 22.8 The Company must register the purchaser of Relevant Shares sold and transferred by the Company under this clause 22 as the holder of th ose shares . The pu rchaser is not bound to s ee to the application of any money paid as consideration. The title of the purchaser to the Relevant Shares transferred to the purchaser is not affected by any irregularity or invalidity in connection with the actions of the Com pa ny under this clause 22 . Payment of proceeds 22.9 Subject to clause 22.10 , where: (a) Relevant Shares of a Shareholder are sold by the Company under this clause 22 ; and (b) the certif ic ate for the Relevant Shar es (unless the Company is satisfied that the certificate has been lost or destroyed or the Relevant Shares are Uncertificated Securities) has been received by the Company, the Company must, within 60 days of the completion of the s ale, send the proceeds of sale to the Shareholder entitled to those proceeds by sending a cheque payable to the Shareholder through the post to the address of the Shareholder shown in the Register, or in the case of joint holders, to the address shown in t he Register as the addres s of the Shareholder whose name first appears in the Register. Payment of any money under this clause 22.9 is at the risk of the Shareholder to whom it is sent. Costs 22.10 In the case of a sale by the Comp an y under this clause 22 of Relevant Shares of a New Small Holding Shareholder , the Company is entitled to deduct and retain from the proceeds of sale, Constitution of Supply Network Limited Page 43 120551951 - 215176 (EYK) the costs of the sale as determined by the Company. In any other case, the Co mpany or purchaser must b ear the costs of sale of the Relevant Shares. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the Shareholder ) payable by the Company in connecti on with the sale and transf er of the Relevant Shares. Remedy limited to damages 22.11 The remedy of a Shareholder in respect of the sale of R elevant Shares of that Shareholder under this clause 22 is limited to a right of action in da ma ges against the Company i n respect to any breach by the Company of the requirements of this clause 22 , to the exclusion of any other right, remedy or relief against any other person or in relation to any other matter . Dividend s and voting suspended 22.12 Unle ss the Directors determine otherwise, where a Divestment Notice is given to a New Small Holding Shareholder in accordance with this clause 22 , then despite any other provision in this Constitution, the r ights to receive payment of dividends and to vote attached to the Relevant Shares of that Shareholder are suspended until the Relevant Shares are transferred to a new holder or that Shareholder ceases to be a New Small Holding Shareholder . Any dividends t hat would, but for this c lause 22.12 , have been paid to that Shareholder must be held by the Company and paid to that Shareholder within 60 days after the earlier of the date the Relevant Shares of that Shareholder are transfe rr ed and the date that the Relevant Shares of that Shareholder cease to be subject to a Divestment Notice. 12 month limit 22.13 If the Listing Rules require and subject to clause 22.14 , the Company must not give a Small Holding Shareh ol der more than one Divestm ent Notice in any 12 month period. Effect of takeover bid 22.14 From the date of the announcement of a takeover bid for the Shares until the close of the offers made under the takeover bid, the Company ’ s powers under this clause 22 to sell Relevant Shares of a Shareholder cease. After the close of the offers under the takeover bid, the Company may give a Divestment Notice to a Shareholder who is a Small Holding Shareholder or a New Small Holding Shareholder , d espite clause even if it is less than 12 months since the Company last gave a Divestment Notice to that Shareholder .
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