Ansell Limited Updated Constitution

Ansell Limited - Constitution

Table of contents

Clause

Page

Preliminary

5

1

Definitions and interpretation

5

2

Application of other definitions

7

3

Exercising powers

7

4

Table A and other rules do not apply

8

Share capital

8

5

Shares

8

5.1

Issue

8

5.2

Preference shares

9

6

Implementing changes to share capital

10

7

Joint holders of shares

10

8

Equitable and other claims

10

9

Altering rights and class meetings

11

Calls, forfeiture, indemnities and lien

12

10

Calls

12

11

Proceedings to recover calls

13

12

Payments in advance of calls

13

13

Forfeiting partly paid shares

13

14

Payments by the company

14

15

Lien on shares

15

16

Procedures after sale, reissue or other disposal of shares by the company15

17

General

17

Ansell Limited - Constitution

Transferring and transmitting shares

17

18

Transferring shares

17

19

Power to decline to register transfers

18

20

Power to close register of members

19

21

Selling non-marketable parcels

19

22

Transmitting shares

20

General meetings

20

23

Calling general meetings

21

24

Notice of general meetings

21

25

Admission to general meetings

22

26

Quorum at general meetings

22

27

Chair of general meetings

23

28

Conduct at general meetings

23

29

Decisions at general meetings

25

30

Voting rights

26

31

Representation at general meetings

27

Directors

29

32

Number of directors

29

33

Appointing and retirement of directors

29

34

Vacating office

30

35

Remuneration

31

36

Disclosing directors' interests

31

37

Directors may contract with the company and hold other offices

32

Ansell Limited - Constitution

38

Powers and duties of directors

33

39

Proceedings of directors

33

40

Calling meetings of directors

34

41

Quorum at meetings of directors

34

42

Chair and deputy chair of directors

34

43

Authority and decisions of directors

35

44

Circular resolutions

35

45

Alternate directors

36

46

Committees of directors

37

47

Validity of acts

37

Executive officers

37

48

Managing director and executive director

37

49

Secretary

38

50

Provisions applying to executive officers

38

Seals

38

51

Using the seal

38

52

Seal register

38

Distributions to members

39

53

Dividends

39

54

Capitalising profits

40

55

Ancillary powers

41

56

Reserves

42

57

Carrying forward profits

42