Reject Shop : Amended Constitution

Constitution

1 Share capital and variation of rights

1.1 Directors to issue shares

The issue of shares in the Company is under the control of the Directors who:

1. may issue or dispose of shares to any person at any time and on any terms and conditions and having attached to them any preferred, deferred or other special rights or restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the Directors think fit;
2. may grant to any person an option over shares at any time and for any consideration as they think fit; and
3. have the right to settle the manner in which fractions of a share, however arising, are to be dealt with,

subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares.

1. Class Meetings
   The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that:
2. 1. a quorum is constituted by at least two persons who, between them, hold or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and
   2. any holder of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll.
3. Non-recognitionof interests
   Except as required by law, the Company is not required to recognise:
4. 1. a person as holding a share on any trust; or
   2. any other interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder,

whether or not it has notice of the trust, interest or right.

1.4 Joint holders of shares

Where two or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship, but the Company is not bound:

1. to register more than threethe first fourpersons as joint holders of a share to the exclusion of any other holders; or
2. to issue more than one certificate or holding statement in respect of shares jointly held.

2 Lien

1. Lien on share
   The Company has a first and paramount lien on every share for:
2. 1. all due and unpaid calls and instalments in respect of that share;
   2. all money which the Company has been called on by law to pay, and has paid, in respect of that share;
   3. interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and
   4. reasonable expenses of the Company in respect of the default on payment.
3. Lien on loans under employee incentive schemes
   The Company also has a first and paramount lien on each share registered in the name of the Member for all money payable to the Company by the Member under loans made under an employee incentive scheme.
4. Lien on distributions
   A lien on a share under article 2.1 or 2.2 extends to all distributions in respect of that share, including dividends.
5. Exemption from article 2.1 or 2.2
   The Directors may at any time exempt a share wholly or in part from the provisions of article 2.1 or 2.2.
6. Extinguishment of lien
   The Company's lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the transferee.
7. Company's rights to recover payments
   A Member must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Member, the death of a Member or the Member's shares or any

distributions on the Member's shares, including dividends, where the Company is either:

1. obliged by law to make the relevant payment; or
2. advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the Company is obliged by law to make the relevant payment.

The Company is not obliged to advise the Member in advance of its intention to make the payment.

1. Reimbursement is a debt due
   The obligation of the Member to reimburse the Company is a debt due to the Company as if it were a call on all the Member's shares, duly made at the time when the written demand for reimbursement is given by the Company to the Member. The provisions of this Constitution relating to non-payment of calls, including payment of interest and sale of the Member's shares under lien, apply to the debt.
2. Sale under lien
   Subject to article 2.9, the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien.
3. Limitations on sale under lien
   A share on which the Company has a lien may not be sold by the Company unless:
4. 1. an amount in respect of which the lien exists is presently payable; and
   2. the Company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice in writing setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists.
5. Transfer on sale under lien
   For the purpose of giving effect to a sale under article 2.8, the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money.
6. Irregularity or invalidity
   The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share.

2.12 Proceeds of sale

The proceeds of a sale under article 2.8 must be applied by the Company in payment of the amount in respect of which the lien exists as is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale.

3 Calls on shares

1. Directors to make calls
   The Directors may:
2. 1. make calls on a Member in respect of any money unpaid on the shares of that Member, if the money is not by the terms of issue of those shares made payable at fixed times;
   2. make a call payable by instalments; and
   3. revoke or postpone a call.
3. Time of call
   A call is taken to be made at the time when the resolution of the Directors authorising the call is passed.
4. Members' liability
   Each Member must, upon receiving not less than 30 business days notice specifying the time or times and place of payment, pay to the Company the amount called on that Member's shares.
5. Joint holders' liability
   The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.
6. Non-receiptof notice
   The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Member does not invalidate the call.
7. Interest on default
   If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest on the sum to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part.
8. Fixed instalments
   Subject to any notice requirements under the Listing Rules, any sum that, by the terms of issue of a share, becomes payable on issue of the share or at a fixed date, is to be taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In case of

non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.

1. Differentiation between shareholders as to calls
   The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.
2. Prepayment of calls and interest
   The Directors may:
3. 1. accept from a Member the whole or a part of the amount unpaid on a share even if no part of that amount has been called; and
   2. authorise payment by the Company of interest on the whole or any part of an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Prescribed Interest Rate, as is agreed on between the Directors and the Member paying the sum.

4 Forfeiture of shares

1. Notice requiring payment of call
   If a Member fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time afterwards during such time as any part of the call or instalment remains unpaid, give a notice on the Member requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs and expenses that may have been incurred by the Company by reason of that non- payment.
2. Contents of notice
   The notice must name a further day, not earlier than the expiration of 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must state that, in the event of non- payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
3. Forfeiture for failure to comply with notice
   If a notice under article 4.1 has not been complied with by the date specified in the notice, the Directors may resolve to forfeit the relevant shares, at any time before the payment required by the notice has been made.
4. Dividends and distributions included in forfeiture
   A forfeiture under article 4.3 includes all dividends and other distributions declared or to be made in respect of the forfeited shares and not actually paid or distributed before the forfeiture.