QV.1 Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box U1942 Perth WA 6845 Australia
T +61 8 9211 7777 F +61 8 9211 7878herbertsmithfreehills.com DX 104 Perth
Table of contents
Constitution 1-
Preliminary 1
Definitions and interpretation 1
Application of the Act, Listing Rules and ASX Settlement Operating Rules 3
Exercising powers 3
Currency 4
Transitional provisions 5
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Share capital 5
Shares 5
Preference shares 5
Alteration of share capital 7
Conversion or reclassification of shares 7
Variation of class rights 7
Joint holders of shares 7
Equitable and other claims 8
Restricted securities 8
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Calls, forfeiture, indemnities, lien and surrender 8
Calls 8
Proceedings to recover calls 9
Payments in advance of calls 9
Forfeiting partly paid shares 9
Members' indemnity 11
Lien on shares 11
Surrender of shares 12
Sale, reissue or other disposal of shares by the company 12
Interest payable by member 13
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Distributions 13
Dividends 13
Capitalising profits 15
Ancillary powers 16
Reserves 17
Carrying forward profits 17
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Transfer and transmission of shares 17
Transferring shares 17
Power to decline to register transfers 18
Power to suspend registration of transfers 18
Selling non marketable parcels 19
Transmission of shares 20
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Plebiscite to approve proportional takeover bids 21
Definitions 21
Transfers not to be registered 21
Approving Resolution 21
Sunset 22
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General meetings 22
Calling general meetings 22
Notice of general meetings 22
Admission to general meetings 23
Quorum at general meetings 24
Chairperson of general meetings 24
Conduct at general meetings 25
Decisions at general meetings 26
Direct voting 27
Voting rights 27
Representation at general meetings 28
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Directors 31
Appointment and retirement of directors 31
Vacating office 32
Remuneration 33
Director need not be a member 34
Directors may contract with the company and hold other offices 34
Powers and duties of directors 35
Delegation by the Board 36
Proceedings of directors 36
Calling meetings of the Board 36
Notice of meetings of the Board 37
Quorum at meetings of the Board 37
Chairperson and deputy chairperson of the Board 37
Decisions of the Board 38
Written resolutions 38
Validity of acts 39
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Executive officers 39
Managing directors and executive directors 39
Secretary 39
Provisions applicable to all executive officers 39
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Indemnity and insurance 40
Persons to whom rules 10.2 and 10.4 apply 40
Indemnity 40
Extent of indemnity 40
Insurance 40
Savings 41
Deed 41
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Winding up 41
Distributing surplus 41
Dividing property 41
- Inspection of and access to records 42
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Seals 43
Manner of execution 43
Common seal 43
Safe custody of Seal 43
Using the Seal 43
Seal register 43
Duplicate seals and certificate seals 43
Sealing and signing certificates 44
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Notices 44
Notices by the company to members 44
Notices by the company to directors 45
Notices by directors to the company 45
Time of service 45
Other communications and documents 46
Written notices 46
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General 46
Submission to jurisdiction 46
Prohibition and enforceability 46
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