Syrah Resources Limited ACN 125 242 284
A public company limited by shares
Contents PageDictionary
Share capital 1
Shares 1
Certificates and holding statements 1
Preference shares 2
Joint holders of shares 4
Equitable interests in shares 4
Restricted securities 4
Non-marketable parcels 5
Variation of Class Rights 5
Transfer and transmission of shares 12
Transfer of shares 12
Power to decline registration of transfers 13
Transmission of shares 14
Power to suspend registration of transfers 15
General meetings 15
Calling of general meetings 15
Notice of general meetings 16
Admission to general meetings 17
Quorum at general meetings 18
Chair of general meetings 19
Conduct of general meetings 19
Decisions at general meetings 20
Direct voting 21
Voting rights 21
Representation at general meetings 23
Directors 25
Appointment and removal of directors 25
Vacation of office 27
Remuneration of directors 27
Share qualification 29
Interested directors 29
Powers and duties of directors 31
Proceedings of directors 31
Calling of meetings of directors 32
Notice of meetings of directors 32
Quorum at meetings of directors 33
Chair and deputy chair of directors 33
Decisions of directors 34
Written resolutions 34
Alternate directors 35
5 Committees of directors 36
Delegation to individual directors 36
Validity of acts 37
Executive officers 37
Dividends and reserves 39
Dividends 39
Capitalisation of profits 42
Ancillary powers 42
Reserves 43
Dividend reinvestment plans 43
Dividend selection plans 44
Capital reductions 44
Shares in another body corporate 44
Winding up 44
Distribution of surplus 44
Division of property 45
Minutes and records 46
11.1
Minutes
46
11.2
Proxies
46
11.3
Polls
46
11.4
Signing of minutes
46
11.5
Minutes as evidence
46
11.6
Inspection of records
46
Indemnity and insurance 47
Persons to whom rules 12.2 (Indemnity) and 12.4
(Insurance) apply 47
Indemnity 47
Extent of Indemnity 47
Insurance 47
Savings 47
Notices 48
Notices by the Company to members 48
Notices by the Company to directors 49
Notices by members or directors to the Company 49
Notices to members outside Australia 49
Time of service 49
Other communications and documents 50
Notices in writing 50
Proportional Takeover Bids 50
Definitions 50
Transfers not to be registered 51
Resolution 51
Sunset 51
General 52
3 | Calls, | forfeiture, indemnities, lien and surrender | 6 |
3.1 | Calls | 6 | |
3.2 | Proceedings for recovery of calls | 7 | |
3.3 | Payments in advance of calls | 7 | |
3.4 | Forfeiture of partly paid shares | 8 | |
3.5 | Indemnity for payments by the Company | 9 | |
3.6 | Lien on shares | 10 | |
3.7 | Surrender of shares | 1 1 | |
3.8 | General provisions applicable to a Disposal of shares under this constitution | 11 | |
3.9 | Interest payable by member | 12 |
..........................................
7.1 | Managing directors and executive directors | 37 |
7.2 | Secretaries | 37 |
7.3 | Provisions applicable to all executive officers | 37 |
8 | Seals | 38 |
8.1 | Adoption of common seal | 38 |
8.2 | Use of Seal | 38 |
8.3 | Duplicate seal | 39 |
8.4 | Share seal or certificate seal | 39 |
8.5 | Sealing and signing of certificates | 39 |
15.1 | Currency | 52 |
15.2 | Submission to jurisdiction | 52 |
15.3 | Prohibition and enforceability | 52 |
15.4 | Transitional provisions | 52 |
Schedule 1 | - Dictionary | 54 |
Syrah Resources Limited published this content on 26 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 27 May 2016 03:10:50 UTC.
Original documenthttp://www.syrahresources.com.au/investors/downloads/339
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