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"Corporations Act 2001" | |
A Company Limited by Shares | |
CONSTITUTION | |
OF | |
ARK MINES LIMITED | |
INDEX TO CONSTITUTION | |
Page | |
1. REPLACEABLE RULES | 4 |
2. INTERPRETATION | 4-7 |
3. REGISTERED OFFICE | 7 |
4. SHARE CAPITAL | 7 |
5. ISSUE OF SHARES | 7-8 |
6. PREFERENCE SHARES | 8-9 |
7. CONVERTIBLE SECURITIES | 9 |
8. PARTICIPATION OF DIRECTORS IN SHARE ISSUES | 9 |
9. ACCEPTANCE OF CONSTITUTION BY SHAREHOLDERS | 9 |
10. VARIATION OF RIGHTS | 9-10 |
11. SHARES HELD UPON TRUST | 10 |
12. SHAREHOLDING STATEMENTS AND CERTIFICATES | 10-11 |
13. LIEN ON SHARES | 11 |
14. SALE OF SHARES SUBJECT TO LIEN | 11-12 |
15. CALLS ON SHARES | 12-14 |
16. FORFEITURE OF SHARES | 14-16 |
17. TRANSFER OF SHARES | 16-18 |
18. TRANSMISSION OF SHARES | 18-19 |
19. REGISTER OF MEMBERS | 19-20 |
20. ALTERATION OF CAPITAL | 20 |
21. REDUCTION OF CAPITAL | 20-21 |
22. MEETINGS | 21-22 |
23. QUORUM AT MEETINGS | 22 |
24. CHAIRMAN AT MEETINGS | 22 |
25. CONDUCT OF GENERAL MEETINGS | 22-23 |
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26. ADJOURNMENTS AND POSTPONEMENT OF MEETINGS | 23-24 |
27. VOTING RIGHTS OF MEMBERS | 24-25 |
28. POLL | 25-26 |
29. CASTING VOTE | 26 |
30. PROXIES | 26-28 |
31. POWERS OF ATTORNEY | 28 |
32. APPOINTING INSTRUMENT TO BE DEPOSITED WITH COMPANY | 28-29 |
33. REVOCATION AND INVALIDITY OF INSTRUMENTS | 29 |
34. NUMBER OF DIRECTORS | 29 |
35. QUALIFICATION OF DIRECTORS, ALTERNATE DIRECTORS AND | 29-30 |
ASSOCIATE DIRECTORS | |
36. VACATION OF OFFICE OF DIRECTOR | 30 |
37. APPOINTMENT AND REMOVAL OF DIRECTORS | 30-31 |
38. OFFICES OF PROFIT IN COMPANY | 31 |
39. TERM OF OFFICE OF DIRECTORS | 31-33 |
40. REMUNERATION OF DIRECTORS | 33-34 |
41. DIRECTORSHIPS IN OTHER COMPANIES | 34 |
42. ALTERNATE DIRECTORS | 34-35 |
43. ASSOCIATE DIRECTORS | 35-36 |
44. MANAGING DIRECTOR | 36-37 |
45. DIRECTORS' MEETINGS | 37-38 |
46. CHAIRMAN OF DIRECTORS | 38-39 |
47. DEFECTIVE APPOINTMENT OF DIRECTORS | 39 |
46. DELEGATION TO COMMITTEES OF DIRECTORS | 39 |
49. MINUTES OF MEETINGS | 39-40 |
50. GENERAL POWERS OF DIRECTORS | 40 |
51. BORROWING POWERS OF DIRECTORS | 40-41 |
52. INTERESTED DIRECTORS | 41 |
53. DIRECTORS INTERESTS | 41 |
54. DIRECTORS' MATERIAL PERSONAL INTERESTS | 41-42 |
55. DIRECTORS FINANCIAL BENEFITS | 42 |
56. LOCAL MANAGEMENT | 42-43 |
57. ATTORNEYS FOR COMPANY | 43 |
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58. EXECUTION OF DOCUMENTATION BY COMPANY | 43-44 |
59. BILLS OF EXCHANGE | 44 |
60. SECRETARY | 44-45 |
61. PUBLIC OFFICER | 45 |
62. RESERVES | 45-46 |
63. DIVIDENDS | 46-47 |
64. ELECTION TO FOREGO CASH DIVIDENDS | 47-49 |
65. DIVIDENDS IN SPECIE | 49 |
66. EMPLOYEE BONUSES AND EMPLOYEE SCHEMES | 49 |
67. CAPITALISATION OF PROFITS | 49-50 |
68. ACCOUNTS | 50-51 |
69. DIRECTORS REPORT | 51 |
70. DISTRIBUTION OF ACCOUNTS | 51 |
71. INSPECTION OF BOOKS OF ACCOUNT | 51-52 |
72. ACCOUNTS CONCLUSIVE | 52 |
73. AUDIT | 52 |
74. BUY-BACK ARRANGEMENTS | 52-53 |
75. SALE OF LESS THAN MINIMUM HOLDING | 53-56 |
76. FRACTIONAL ENTITLEMENTS AND DIFFICULTIES | 56 |
77. TAKEOVER APPROVAL PROVISIONS | 56-57 |
78. NOTICE TO HOLDERS OF LESS THAN A MINIMUM HOLDING | 57-59 |
79. CONFIDENTIAL INFORMATION | 59 |
80. NOTICES | 59-61 |
81. OVERSEAS SHAREHOLDERS | 61 |
82. INDEMNITY AND LIABILITY OF DIRECTORS AND OTHER OFFICERS 61-62 | |
83. RESTRICTED SECURITIES | 62 |
84. WINDING UP | 62-63 |
85. SUPPLY OF DOCUMENTATION TO EXCHANGE | 63 |
86. SALE OF MAIN UNDERTAKING | 63-64 |
87. LISTING AND SCH BUSINESS RULES | 64 |
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CONSTITUTION
OF
ARK MINES LIMITED
1. REPLACEABLE RULES
The provisions of the Corporations Act 2001 relating to a company's internal management which are described as replaceable rules do not apply to the Company except in so far as they are repeated in this Constitution.
2. INTERPRETATION
2.1 In this Constitution, unless a contrary intention appears:
"ASIC" means the Australian Securities and Investments Commission.
"Auditor" means the auditor of the Company, from time to time.
"Business Days" has the meaning ascribed in the Listing Rules.
"Capital" or "share capital" means the capital for the time being issued for the purposes of the Company.
"Call Notice" means a notice given pursuant to Rule 16.1 hereof.
"CHESS" has the meaning ascribed in the SCH Business Rules.
"CHESS holding" has the meaning ascribed in the SCH Business Rules.
"Company" means ARK MINES LIMITED
"Constitution" means this Constitution as amended or added to from time to time;
"Corporations Act" means the Corporations Act 2001 and/or any statutory modification amendment or re-enactment thereof for the time being in force or any later Act relating to Companies and for the time being in force in lieu thereof in the place of incorporation of the Company and a reference to a particular provision of the Corporations Act is a reference to that provision as so modified, amended or re-enacted or contained in any such later Act.
"Debenture" means debenture stock, bonds, notes and other securities and obligations of a corporation whether constituting a charge on its assets or not.
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"Debt Securities" includes unsecured notes, unsecured deposit notes, mortgage debentures, mortgage debenture stock, debentures, debenture stock and convertible unsecured notes as those terms are defined from time to time in the Listing Rules.
"Directors" or "the Board" means the whole or any number of the Directors of the Company for the time being assembled at a meeting of Directors, being not less than a quorum, or such one or more of them as shall have authority to act for the Company.
"Director" means any person acting as a Director, howsoever called.
"Directors Report" means a report referred to in Part 2M.3 of the Corporations Act.
"Dividend" includes distribution of profit by way of a bonus issue of shares.
"Equity Securities" means shares (including preference shares), stock, stock units, units, and rights to or options to subscribe for any of the foregoing.
"Exchange" means Australian Securities Exchange Limited ACN 008 624 691.
"Executive Director" includes any Director of the Company or of a subsidiary of the Company who is retained or otherwise acts in an executive capacity.
"Financial report" has the meaning ascribed to that term in section 9 of the Corporations Act.
"Financial statements" has the meaning ascribed to that term in section 9 of the Corporations Act.
"Home Branch" means a branch of the Exchange designated as such by the Exchange for administrative purposes.
"Issuer Sponsored" has the meaning ascribed in the SCH Business Rules.
"Joint holders" means two or more persons holding any share in the capital of the Company, whatever their interest may be in that share.
"Listing Rules" means the Listing Rules of the Exchange and any other rules of the Exchange which are applicable while the Company be admitted to the Official List of the Exchange, each as amended or replaced from time to time, except to the extent of any expressed written waiver by the Exchange.
"Managing Director" means any person appointed as such pursuant to Rule 44 and includes any Acting Managing Director.
"Marketable Parcel" means marketable parcel as defined in the Listing Rules.
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Ark Mines Ltd. published this content on 23 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2021 00:56:01 UTC.