Approved by Shareholders 31 May 2022

For personal use only

Constitution

Dotz Nano Limited

ACN 125 264 575

Ref DF:DAN:967808

Constitution

Level 20, 240 St Georges Terrace, Perth

WA 6000 Australia

Telephone

+61 8 6559 6500

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Australia

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1300 704 211

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8507 6580

(International)

hwlebsworth.com.au

Approved by Shareholders 31 May 2022

For personal use only

Table of Contents

1.

Definitions and interpretation

1

1.1

Definitions

1

1.2

Interpretation

2

1.3

Corporations Act interpretation

3

1.4

Listing Rules interpretation

3

1.5

Replaceable rules not to apply

4

1.6

Currency

4

1.7

Nature of the Company

4

1.8

Application of Listing Rules

4

2.

Share capital

5

2.1

Directors to issue shares

5

2.2

Preference shares

5

2.3

Class meetings

6

2.4

Non-recognition of interests

6

2.5

Joint holders of shares

6

2.6

Less than marketable parcels of Shares

6

2.7

Restricted Securities

6

3.

Liens, calls and forfeiture

7

4.

Transfer of shares

7

4.1

Forms of instrument of transfer

7

4.2

Execution and delivery of transfer

7

4.3

Effect of registration

8

4.4

Company to register forms without charge

8

4.5

Power to refuse to register

8

4.6

Obligation to refuse to register

8

4.7

Written notice to security holder of holding lock or refusal

8

4.8

Company to retain instrument of transfer

9

4.9

Proportional Takeover Bid Approval

9

4.10

Transmission of Shares

9

Constitution

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Approved by Shareholders 31 May 2022

For personal use only

5.

General meetings

9

5.1

Annual general meeting

9

5.2

Convening a general meeting

9

5.3

Cancellation or postponement of a meeting

10

5.4

Non-receipt of or defective notice

10

5.5

Proxy, attorney or Representative appointments

11

6.

Proceedings at general meetings

12

6.1

Membership at a specified time

12

6.2

Quorum

12

6.3

Adjourned meetings

12

6.4

Chair of general meeting

13

6.5

Conduct of general meetings

14

6.6

Resolutions

14

6.7

Poll

15

6.8

Entitlement to vote

15

6.9

Voting on a poll for partly paid shares

16

6.10

Fractions disregarded for a poll

16

6.11

Joint shareholders' vote

16

6.12

Effect of unpaid call

16

6.13

Validity of vote in certain circumstances

17

6.14

Objection to voting qualification

17

6.15

Direct voting

17

6.16

Treatment of direct votes

17

6.17

Multiple votes

18

7.

Directors

18

7.1

Number of Directors

18

7.2

Retirement and election of Directors

18

7.3

Office held until conclusion of meeting

19

7.4

Director elected at general meeting

19

7.5

Eligibility for election as Director

19

7.6

Casual vacancy or additional Director

19

7.7

Alternate Directors

20

7.8

Remuneration of Directors

20

7.9

Retirement benefits

21

Constitution

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Approved by Shareholders 31 May 2022

7.10

Superannuation contributions

only

7.11

Additional or special duties

7.12

Expenses

7.13

Director's interests

7.14

Vacation of office of Director

8.

Powers and duties of Directors

8.1

Directors to manage Company

use

8.2

Specific powers of Directors

8.3

Company as a wholly owned subsidiary

8.4

Appointment of attorney

8.5

Provisions in power of attorney

8.6

Signing of receipts and negotiable instruments

personal

8.7

Committees

8.8

Delegation of Directors' powers

8.9

Seals

9.

Officers

9.1

Managing and Executive Directors

9.2

Secretary

10.

Proceedings of Directors

10.1

Directors' meetings

10.2

Questions decided by majority

10.3

Alternate Director or proxy and voting

10.4

Chair and deputy chair of Directors

For

10.5

Director attending and voting by proxy

10.6

Quorum for Directors' meeting

10.7

Continuing Directors may act

10.8

Committee Meetings

10.9

Circulating resolutions

10.10

Validity of acts of Directors

11.

Indemnity and insurance

11.1

Indemnity

11.2

Insurance

11.3

Contract

Constitution

Error! Unknown document property name.

21

21

22

22

23

23

23

23

23

24

24

24

24

24

24

25

25

25

26

26

26

26

26

26

27

27

27

27

28

28

28

29

29

Page iv

Approved by Shareholders 31 May 2022

12.

Inspection of records

only

12.1

Inspection by Members

12.2

Right of a Member or other person to inspect

13.

Dividends and reserves

13.1

Payment of dividend

13.2

No interest on dividends

use

13.3

Calculation and apportionment of dividends

13.4

Deductions from dividends

13.5

Distribution of specific assets

13.6

Ancillary powers regarding distributions

13.7

Payments in respect of shares

13.8

Effectual receipt from one joint holder

personal

13.9

Election to reinvest dividend

13.10

Election to accept shares instead of dividends

13.11

Unclaimed dividends or other distributions

13.12

Capitalisation of reserves and profits

13.13

Applying a sum for the benefit of Members

13.14

Implementing the resolution

14.

Service of documents

14.1

Document includes notice

14.2

Form of document

14.3

Methods of service

14.4

Time of service

14.5

Deemed notice to uncontactable Members

For

14.6

Evidence of service

14.7

Joint holders

14.8

Persons entitled to shares

15.

Winding up

15.1

Distribution of assets

15.2

Powers of liquidator to vest property

15.3

Shares issued on special terms

Constitution

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29

29

30

30

30

30

30

31

31

31

32

33

33

33

33

33

34

34

34

34

34

35

35

35

35

36

36

36

36

36

36

Page v

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Dotz Nano Limited published this content on 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 00:11:12 UTC.