For personal use only

"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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For personal use only

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.