3.7	Quorum for board meeting

3.8	Chair and deputy chair of the board

3.9	Chair of board meeting

(a)

first, any person elected by the board as deputy chair of the board, if that person is present and willing and able to act as chair; and

(b)

second, any other director present chosen by a majority of the directors present, or, if only one other director is present, that director, if that director is willing and able to act as chair.

3.10	How board resolutions are decided

3.11	Voting rights of alternate directors and proxies

3.12	Written resolutions

(a)

notice in writing of the proposed resolution is given to each director, other than:

(i)

any director on leave of absence approved by the board; or

 

and to each alternate director, other than an alternate director appointed by a director referred to in rule 3.12(a)(ii), by any of the means specified in rule 22.2;

 

 

 

 

For the purposes of rule 3.12 a director or alternate director assents to a resolution:

 

 

 

 

All acts done at a meeting of, or by written resolution of, the board or a committee of the board, or by a person acting as a director or a member of a committee of the board, are valid even if it is subsequently discovered that there was a defect in the appointment of any member of the board or committee or of the person so acting, or that any such person was disqualified or not entitled to vote.

 

 

 

The minimum number of directors is 3. The maximum number of directors is 10 or such other number resolved by ordinary resolution of the company in a general meeting from time to time, but that other number must not be less than the number of directors in office at the time of any such ordinary resolution.

 

 

The board may act despite any vacancy in the office of director but if the number of directors is below the minimum fixed by rule 4.1, the board may act only for the purpose of filling vacancies to the extent necessary to bring the number of directors up to that minimum, to convene a general meeting or in an emergency.

 

 

The board may at any time appoint any person to be a director to fill vacancies resulting from a director ceasing to hold office under rule 4.6 or otherwise and to fill newly created directorships resulting from any increase in the number of directors, provided that the total number of directors does not exceed the maximum number determined in accordance with rule 4.1. Each director so appointed (other than a Founder Director, if any) shall hold office for a term that shall coincide with the term of the class to which such director shall have been appointed or unless such director otherwise ceases to hold office pursuant to rule 4.6.

 

 

The company may by resolution at a general meeting elect or re-elect a person as a director provided that the total number of directors does not exceed the maximum number determined in accordance with rule 4.1. Each director so appointed (other than a Founder Director, if any) shall hold office for a term that shall coincide with the term of the class to which such director shall have been appointed or unless such director otherwise ceases to hold office pursuant to rule 4.6.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A director ceases to hold office as a director if the director:

 

 

 

 

 

 

 

in each case without leave of absence from the board and a majority of directors have not, within 10 Business Days of having been given notice by the secretary setting out the particulars of the absence, resolved that leave of absence be granted;

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A director is not required to hold any shares in the company.

 

 

The board may decide the remuneration from the company to which each director is entitled for his or her services as a director provided that the aggregate of such fees and benefits payable under this rule 5.1 and rule 5.6 to all non-executive directors of the company for their services as directors do not in any financial year exceed the greater of $1,000,000 and the amount last determined by the company in general meeting for the purposes of this rule 5.1. Any fees and benefits payable under this rule 5.1 and rule 5.6 are in addition to any remuneration or other benefit payable or provided to a director under any other rule of this constitution and any such remuneration or other benefit does not form part of the director’s fees for the purposes of this rule 5.1.

 

 

Any fees paid to a director under rule 5.1 may be paid in cash or provided in any other manner agreed between the company and the relevant director (including by way of contribution to a superannuation fund on behalf of the director) and, if any part of the fees of any director is to be provided other than in cash, the board may determine the manner in which the non-cash component of the fees is to be valued.

 

 

If a director at the request of the board performs additional or special services for the company, the company may pay or provide to that director such additional remuneration or other benefits as the board determines having regard to the value to the company of the additional or special services provided.

 

 

A director (including an alternate director) is entitled to be reimbursed out of the funds of the company for such reasonable travelling, accommodation and other expenses as the director may properly incur in travelling to, attending and returning from board meetings, meetings of a committee of the board and general meetings of the company or otherwise in attending to the business of the company.

 

 

Subject to the Corporations Act, the Listing Rules and the Securities Laws, the company may pay an amount determined by the board to a former director, or the personal representative of a director who dies in office, a retirement benefit in recognition of past services provided by the director and may enter into a contract with a director providing for payment of such a benefit.

 

 

Subject to the Corporations Act, the Listing Rules and the Securities Laws, the board may establish or support, or assist in the establishment or support, of funds and trusts to provide pension, retirement superannuation or similar payments or benefits to, or in respect of, a director or former director and grant pensions and allowances to those persons or their dependants either by periodic payment or lump sum.

 

 

Subject to the Corporations Act, the Listing Rules and the Securities Laws, the company may establish and maintain any share, option or other incentive scheme for the benefit of directors or in which directors are permitted to participate, and may grant to the directors benefits under any such scheme.

 

 

An alternate director is not entitled to receive any remuneration from the company but is entitled to such reasonable travelling, accommodation and other expenses as the alternate director may properly incur in travelling to, attending and returning from board meetings or meetings of a committee of the board at which the appointor is not present.

 

 

 

 

 

 

 

Subject to complying with rule 6.1, a director may, despite holding the office of director and despite the fiduciary obligations arising from that office, do any of the following without any liability to account to the company or a related body corporate of the company for any direct or indirect benefit accruing to the director and without affecting the validity of any contract or arrangement:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A director who has a material personal interest in a matter that is being considered at a board meeting must not be present while the matter is being considered at the meeting or vote on that matter except where permitted by the Corporations Act.

 

 

Subject to rule 6.4, if a director has an interest in a matter then, despite that interest, the director:

 

 

 

 

 

 

 

 

 

The board may confer on a managing director or an executive director such of the powers, authorities and discretions exercisable by the board as the directors think fit (including the power to delegate such powers, authorities and discretions), on such terms and conditions and with such restrictions as the directors think fit, and may withdraw, suspend or vary any of the powers, authorities or discretions conferred on a managing director or an executive director.

 

 

The remuneration of a managing director or an executive director may be fixed by the board and may be by way of salary or commission, participation in incentive schemes, bonuses or other participation in profits or all of these.

 

 

Subject to the terms of any employment or service contract between:

 

 

 

a managing director or executive director (or affiliate), as the case may be, automatically ceases to hold that office if he or she ceases to be a director.

 

 

Unless the board determines otherwise, a managing director or executive director appointed under rule 7.1 who is employed or contracted by the company or a related body corporate of the company does not automatically cease to hold office as a director if that employment or service contract is terminated for any reason.

 

 

The company must have at least one secretary who is to be appointed by the board. The board may appoint more than one secretary and may appoint one or more assistant secretaries. A secretary or assistant secretary holds office on such terms and conditions and with such powers and duties as the board decides and may be paid such remuneration as the board decides. The board may at any time terminate the appointment of a secretary or assistant secretary.

 

 

An act done by a person acting as an executive officer is not invalidated by:

 

 

 

 

if the person did not know that circumstance when the act was done.

 

 

 

 

 

 

 

For the purposes of this rule 8.1, the place of the general meeting will be the physical place where the chair of the meeting is located.

 

 

Annual general meetings of the company must be held in accordance with the Corporations Act, the Listing Rules and the Securities Laws.

 

 

The board may convene and arrange for a general meeting of the company to be held whenever the directors think fit and must do so if required to under the Corporations Act. No member may convene a general meeting except where permitted by the Corporations Act, the Listing Rules or the Securities Laws.

 

 

Notice of a general meeting must be given in accordance with the requirements of the Corporations Act and this constitution and otherwise in such form and manner as the directors think fit. In calculating the number of days’ notice required to be given for any general meeting, both the day on which the notice is given or taken to be given and the day of the meeting convened by it are to be disregarded.

 

 

Notice of a general meeting must be given to each person who, at the time that the notice is given, is a member registered in the Register, director or auditor of the company or is entitled to attend and vote at the general meeting as a result of a Transmission Event, unless that person waives the right to receive notice by written notice to the company, and while the company is listed on an Exchange, notice must be given to the Exchange within the time limits prescribed by the Listing Rules.

 

 

A person who attends any general meeting waives any objection that the person may have to any failure to give notice or any other irregularity in the notice of that meeting unless that person objects to the holding of the meeting at the start of the meeting. The accidental failure to give notice of a general meeting to, or the non-receipt of notice by, any person entitled to receive notice of that meeting does not invalidate the proceedings at that meeting or any resolution passed at that meeting.

 

 

Subject to rule 8.8, the Corporations Act, the Listing Rules and the Securities Laws, the board may change the place or places for, postpone or cancel (or may change the place or places for and postpone) a general meeting at any time before the date on which the meeting is due to be held by publishing in a daily newspaper circulating in Australia, or subject to the Corporations Act, the Listing Rules and the Securities Laws, making available in any other manner as the board thinks fit the following information:

 

 

 

 

 

Neither rule 8.7 nor rule 9.6 permits the board to postpone or cancel a meeting convened:

 

 

 

unless those members or the court, as the case may be, has or have consented in writing to the postponement or cancellation.

 

 

Unless the Corporations Act provides otherwise, the only business that may be transacted at a general meeting, including a postponed meeting, is the election of directors and any other business the general nature of which is specified in the original notice calling the meeting.

 

 

 

 

 

 

 

 

 

(D)

refuses to produce or permit the inspection of any article, or the contents of any article in the person’s possession;

(E)

behaves, threatens to behave or who the chair considers may behave in a dangerous, offensive or disruptive way; or

(F)

does not comply with the reasonable directions of the chair; or

(iii)

arranging for any persons attending the meeting who the chair considers cannot reasonably be accommodated in the place where the meeting is to take place to attend or participate the meeting from a separate place using any technology that complies with the requirements of this constitution; or

(iv)

if, before or during the meeting, any technical difficulty occurs and rule 9.1(a)(iii) above is not satisfied:

(A)

adjourning the meeting until the difficulty is remedied; or

(B)

continuing to hold the meeting in the main place (and any other place which is linked under paragraph (a)(iii)) and transact business, and no member may object to the meeting continuing,

(b)

All persons seeking to attend or participate in a general meeting electronically shall be responsible for maintaining adequate facilities to enable them to do so. Any inability of a person or persons to attend or participate in a general meeting electronically shall not invalidate the proceedings of that meeting, provided a quorum is present in accordance with this constitution.

9.2	Requirement for a quorum

9.3	Number for a quorum

(a)

an individual attending in more than one capacity is to be counted only once; and

(b)

if a member has appointed more than one corporate representative, proxy or attorney, only one is to be counted.

9.4	If quorum not present

(a)

if the meeting was convened by a director or at the request of members, the meeting is dissolved; and

(b)

in any other case, the meeting is adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the directors present at the meeting determine (and with similar or equivalent facilities for attendance and participation).

9.5	Quorum for adjourned meeting

9.6	Postponement before start of meeting

(a)

Subject to rule 8.8, whether or not a quorum is present, the chair may postpone the meeting before it has started if, at the time and place appointed for the meeting, the chair considers that:

(i)

there is not enough room for the number of members who wish to attend the meeting; or

(ii)

a postponement is necessary in light of the behaviour of persons present or for any other reason so that the business of the meeting can be carried out in a proper and orderly manner.

(b)

A postponement under rule 9.6(a) will be to another time, which may be on the same day as the meeting, and may be to another place (and the new time and place will be taken to be the time and place for the meeting as if specified in the original notice calling the meeting).

9.7	Chair of general meeting

(a)

first, any person elected by the board as deputy chair of the board, if that person is present and willing and able to act as chair;

(b)

second, any other director present chosen by a majority of the directors present, or if only one other director is present, that director, if that director is willing and able to act as chair; and

(c)

third, a member present elected by a majority of the members at the meeting and who is willing and able to act as chair.

9.8	Acting chair of general meeting

9.9	Conduct of general meeting

(a)

has charge of the general conduct of the meeting and the procedures to be adopted at the meeting;

(b)

may require the adoption of any procedure which is in the chair’s opinion necessary or desirable for proper and orderly debate or discussion, including limiting the time for which members present may speak on any motion or item of business;

(c)

may terminate discussion or debate on any matter and may make rulings without putting any question to the vote whenever the chair considers it necessary or desirable for the proper conduct of the meeting;

(d)

may adjourn any matter being considered or remaining to be considered by the meeting to a later time at the same meeting;

(e)

may require the adoption of any procedure which is in the chair’s opinion necessary or desirable for the proper and orderly casting or recording of votes at the general meeting, including the appointment of scrutineers; and

(f)

may decide not to put to the meeting any resolution proposed in the notice convening the meeting (other than a resolution proposed by members in accordance with section 249N of the Corporations Act or required by the Corporations Act to be put to the meeting or a proposal included in the company’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act, or a nomination included in the company’s proxy materials pursuant to and in compliance with Rule 14a-19 under the Exchange Act, as applicable),

9.10	Notice of certain director nominations

(a)

In the case of any solicitation of proxies in support of director nominees that is subject to Rule 14a-19 of the Exchange Act, the applicable member’s notice to the company pursuant to Rule 14a-19(b) of the Exchange Act shall be delivered to or mailed and received by the secretary at the registered office of the company no later than the deadline that applies under section 249O of the Corporations Act in order for a member’s proposal to be put to the applicable meeting.  The deadline in this rule 9.10(a) shall apply despite any different timeline described in Rule 14a-19 under the Exchange Act or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the company pursuant to Rule 14a-19 of the Exchange Act by a member.

(b)

Notwithstanding anything to the contrary in this constitution, unless otherwise required by law, if any member (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b) under the Exchange Act) with respect to any proposed nominee for election as a director of the company and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the company that such member has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the company’s proxy statement, notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the company (which proxies and votes shall be disregarded). Upon request by the company, if any member provides notice pursuant to Rule 14a-19(b) under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b) under the Exchange Act), such member shall deliver to the company, no later than five (5) Business Days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

9.11	Suspension of general meeting

9.12	Amendments to resolutions

(a)

notice of the intention to move the amendment and a copy of the resolution as proposed to be amended are received at the registered office of the company at least 72 hours before the time appointed for the holding of the meeting; or

(b)

the chair of the meeting in his or her absolute discretion decides that the amendment may properly be considered and voted on.

9.13	Adjournment of general meeting

9.14	Business of adjourned meeting

(a)

All business conducted at a general meeting up to the time of any adjournment shall, subject to rule 9.14(b) below, be valid.

(b)

The chair of the meeting may specify that only the business conducted at a general meeting up to a point in time which is earlier than the time of adjournment is valid if, in his opinion, to do so would be more appropriate.

9.15	Notice of adjourned meeting

9.16	Directors entitled to attend and speak at general meeting

10	VOTING AT GENERAL MEETINGS

10.1	How resolutions are decided

10.2	Method of voting

10.3	Demand for a poll

(a)

at least five members entitled to vote on the resolution;

(b)

members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c)

the chair.

10.4	When a poll may be demanded

(a)

before the show of hands on that resolution is taken;

(b)

before the result of the show of hands on that resolution is declared; or

(c)

immediately after the result of the show of hands on that resolution is declared.

10.5	How a poll must be taken

(a)

if the resolution is for the adjournment of the meeting and provided that chair has determined that a vote on the adjournment of the meeting should be taken in accordance with rule 9.13, the poll must be taken immediately and, subject to rule 10.5(c), in the manner that the chair of the meeting directs;

(b)

in all other cases, the poll must be taken at the time and place and, subject to rule 10.5(c), in the manner that the chair of the meeting directs;

(c)

votes which section 250BB(1) or 250BC of the Corporations Act require to be cast in a given way must be treated as cast in that way;

(d)

a person who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e)

the result of the poll is a resolution of the meeting at which the poll was demanded.

10.6	Direct voting

(a)

the board may also make rules about the manner in which a direct vote may be cast at that meeting, the circumstances in which a direct vote is taken to be valid and any other matter relating to the exercise of direct votes at that meeting as the directors think fit and such rules will have effect as if they were set out in this constitution; and

(b)

any direct vote cast in accordance with those rules by a member entitled to vote at that meeting is taken to have been cast by that member at that meeting.

10.7	Rights to vote

(a)

on a show of hands, each member present has one vote except that if a person is entitled to vote in more than one capacity, that person is only entitled to one vote;

(b)

on a poll, each member present in person or by proxy has one vote for each fully paid share held by the member at the Record Time and the number of votes determined in accordance with rule 10.8 in respect of any partly paid shares held by the member at the Record Time;

(c)

on a poll, in addition to the voting rights set out in rule 10.7(b), each member who is a holder of a B class share present in person or by proxy has fifteen (15) votes for each fully paid ordinary share held by the member (or its Affiliates) at the Record Time; and

(d)

where the board has determined other means for the casting and recording of votes by members on any resolution to be put to a general meeting, every member having the right to vote on the resolution has one vote for each fully paid share held by the member at the Record Time (other than in respect of a B class share which shall at all times carry fifteen (15) votes for each fully paid ordinary share held by the holder of a B class share from time to time) and the number of votes determined in accordance with rule 10.8 in respect of any partly paid shares held by the member at the Record Time.

10.8	Voting rights of holders of partly paid shares on a poll

(a)

in respect of any share that is not fully paid, a member is entitled to the fraction of one vote equal to the amount paid up on the share divided by the total of all amounts paid and payable on the share;

(b)

for the purposes of rule 10.8(a) no amount credited as paid on a share without payment in money or other valuable consideration being made to the company is taken to be paid up on the share and no amount paid on a share in advance of a call is taken to be paid up on the share until the due date for payment of the call; and

(c)

the total number of votes that a member has in respect of all shares that are not fully paid is the aggregate of all fractions arising from the application of rule 10.8(a) rounded down to the nearest whole number.

10.9	Voting by joint holders

(a)

only the vote of the joint holder whose name appears first in the Register in respect of that share counts;

(b)

a proxy appointment is valid even if the proxy appointment is signed by only one of the joint holders; and

(c)

a proxy appointment signed by all joint holders will override a proxy that is signed by only some of the joint holders

10.10

Voting by member of unsound mind

10.11

Voting by infant member

10.12

Voting by persons entitled by transmission

10.13

Restrictions on voting rights

(a)

in respect of any share on which a call is due and payable and has not been paid; or

(b)

if prevented from doing so by the Corporations Act, the Listing Rules, the Securities Laws or any rule of this constitution.

10.14

Objection to voting qualification

(a)

raised before or immediately after the result of the vote is declared; and

(b)

referred to the chair of the meeting, whose decision is final and binding on all members.

11	REPRESENTATION OF MEMBERS AT GENERAL MEETINGS

11.1	How members may attend and vote

(a)

in person or, where a member is a body corporate, by its corporate representative; or

(b)

by not more than 2 proxies or attorneys.

11.2	Corporate representatives

11.3	Form of proxy appointments

(a)

in the form approved by the board for the purposes of that meeting and sent or otherwise made available to members by or on behalf of the company; or

(b)

in any other form which complies with the Corporations Act, the Listing Rules and the Securities Laws.

11.4	Signature or authentication of proxy appointments

(a)

signed by the member making the appointment or a duly authorised agent of the member or, in the case of a member that is a body corporate, executed by the member in accordance with the Corporations Act, Listing Rules and the Securities Laws, or signed by an officer or agent authorised for that purpose; or

(b)

authenticated by the member in any manner approved by the board and specified in the notice convening that meeting or in any other manner permitted by the Corporations Act, Listing Rules and the Securities Laws.

11.5	Name of proxy not completed

(a)

in the case of a proxy appointment in a form made available to members by or on behalf of the company, the person specified in that form of proxy appointment as the proxy to be appointed if the member does not nominate a proxy, if any; or

(b)

in any other case, the chair of the meeting.

11.6	Time for receipt of proxy appointment

(a)

Subject to rule 11.7, the Listing Rules and the Securities Laws, for the appointment of a proxy to be effective for a general meeting (or an adjourned or postponed meeting as the case may be), the company must receive the proxy appointment, together with an original or certified copy of any authority under which the appointment was signed, executed or authenticated, at least 48 hours before the time appointed for holding the meeting (or such other period determined by the board).

(b)

A document referred to in this rule 11.6 is taken to be received by the company if it is received at:

(i)

an electronic address specified in the notice of general meeting; or

(ii)

any of the places or by any of the means specified in the Corporations Act, for the receipt of proxy documents.

11.7	Incomplete proxy appointment

(a)

take such steps as the board requires to complete, sign, execute or authenticate the proxy appointment; and

(b)

return the proxy appointment as completed, signed, executed or authenticated in accordance with rule 11.7(a) to the company within the time period notified to the member.

11.8

Attorneys

(a)

Unless otherwise determined by the board, an attorney may not attend a general meeting (or an adjourned or postponed meeting as the case may be) or exercise any of the rights of the appointing member unless the company receives the copy of the power of attorney or operative provisions of any contract which grant the power of attorney, together with any authority requested by the board under which the power of attorney was signed or executed, at least 48 hours before the time appointed for holding the meeting.

(b)

A document referred to in this rule 11.8 is taken to be received by the company if it is received by any of the means specified in this constitution or the Corporations Act for the receipt of proxy documents.

11.9	Rights of corporate representatives, proxies and attorneys

(a)

has the same rights to speak, demand a poll, join in demanding a poll or act generally at the meeting as the appointing member would have had if the member had been present;

(b)

is taken to have the authority to vote on any amendment moved to the proposed resolutions, any motion that the proposed resolutions not be put or any similar motion and any procedural resolution, including any resolution for the election of a chair or the adjournment of a general meeting; and

(c)

may attend and vote at any postponed or adjourned meeting unless the appointing member gives the company notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed or adjourned.

11.10

Validity of votes cast by proxy or attorney

(a)

despite the transfer of the shares in respect of which the proxy or attorney is appointed if the transfer is not registered or given effect to before the Record Time for that meeting;

(b)

despite the occurrence of a Transmission Event in respect of the member that appointed the proxy or attorney unless the board has determined in accordance with rule 10.12 that a person other than the member appointing the proxy or attorney is entitled to the share; and

(c)

despite the revocation of the appointment of the proxy or attorney or the authority under which a third party appointed the proxy or attorney, unless the board determines otherwise.

11.11

No right to speak or vote if appointing member present

11.12

Rights where 2 proxies or attorneys are appointed

(a)

if the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each may exercise half the member’s votes;

(b)

if the appointment specifies different ways to vote on the resolution, the proxy must not vote on a show of hands; and

(c)

on a poll, each proxy or attorney may only exercise votes in respect of those shares or voting rights the proxy or attorney represents.

11.13

More than one corporate representative present

(a)

a corporate representative appointed for that particular meeting may act to the exclusion of a corporate representative whose appointment is a standing appointment; and

(b)

subject to paragraph (a) above, the corporate representative appointed most recently in time may act to the exclusion of a corporate representative appointed earlier.

11.14

More than two proxies or attorneys appointed

11.15

Identity of person acting as corporate representative, proxy or attorney

(a)

The chair of a meeting may require a person acting as a corporate representative, proxy or attorney to establish to the chair’s satisfaction that the person is the person duly appointed to act. If the person fails to do so, the chair may exclude the person from attending or voting at the meeting or permit the person to exercise the powers of a corporate representative, proxy or attorney on the condition that, if required by the company, they produce evidence of the appointment within the time set by the chair.

(b)

The chair may delegate the chair’s powers under this rule 11.15 to any person.

12	SHARE CAPITAL

12.1	Power of board to issue shares

12.2	Alteration of share capital

(a)

reducing or buying back its share capital;

(b)

sub-dividing or consolidating all or any of its share capital; or

(c)

converting or reclassifying shares from one class to another,

12.3	Fractions of shares

(a)

ignoring fractional entitlements or making cash payments in lieu of fractional entitlements;

(b)

rounding up each fractional entitlement to a whole share by capitalising any amount available for capitalisation under rule 16.3 (even though not all members may participate in that capitalisation); or

(c)

appointing a trustee to aggregate and sell the shares representing those fractions and to distribute the net proceeds of sale among members entitled to them.

12.4	Redeemable shares

12.5	Preference shares

12.6	Rights attaching to preference shares

12.7	Variation of class rights

(a)

all or any of the rights for the time being attached to any class of shares on issue may from time to time be varied in such manner as those rights may provide or, if no such provision is made, with the approval of the board and either:

(i)

with the consent in writing of the holders of 75% of the issued shares of that class; or

(ii)

with the authority of a special resolution passed at a separate meeting of the holders of those shares; and

(b)

unless the terms on which shares in that class were issued state otherwise, the provisions of this constitution relating to convening general meetings of the company, proceedings at general meetings, voting at general meetings and representation at general meetings apply to every separate meeting of the holders of a class of shares except that:

(i)

the quorum at any such meeting is 2 persons who hold shares of that class present in person, by corporate representative, by proxy or by attorney;

(ii)

a poll may be demanded by any one holder of shares of the class, or, if there is only one holder of shares in that class, that person present in person, by corporate representative, by proxy or by attorney; and

(iii)

on a poll, every holder of shares of the class has one vote in respect of every share of the class held by that holder.

12.8	Effect of share issue on class rights

12.9	Calls on shares, liens on shares, forfeiture and surrender of shares

12.10

Joint holders of shares

12.11

No recognition of third party interests

(a)

is not required to recognise a person as holding any share on any trust, even if the company has notice of the trust; and

(b)

is not required to recognise, and is not bound by, any interest in or claim to any share, except for the registered holder’s absolute legal ownership of the share, even if the company has notice of that interest or claim.

12.12

Certificates for shares

(a)

If the company participates in a computerised or electronic share transfer system conducted in accordance with the Listing Rules and the Securities Laws, the company is not required to issue a certificate for the shares held by a holder and may cancel a certificate without issuing another certificate where permitted to do so by the Listing Rules and the Securities Laws.

(b)

If shares are not subject to a computerised or electronic share transfer system and the company is required by the Corporations Act to issue certificates for any shares, or if the board otherwise determines to issue certificates for any shares, then the company:

(i)

must issue such certificates in accordance with the requirements of the Corporations Act and otherwise in such form as the directors think fit;

(ii)

may cancel any certificates and replace lost, destroyed or damaged certificates in such manner as the directors think fit; and

(iii)

is only required to issue one certificate in respect of any shares jointly held.

13	TRANSFER OF SHARES

13.1	Participation in computerised or electronic systems

13.2	Method of transfer

(a)

by means of a written instrument of transfer in any usual form or any other form approved by the board and permitted by law and which:

(i)

has been signed by or on behalf of both the transferor or transferee (unless the transfer relates only to fully paid shares and the board has resolved that signature by the transferee is not required); or

(ii)

is a document that is, or is comprised of documents that together constitute, a sufficient transfer of that share under the Corporations Act; or

(b)

by any other method of transfer permitted by the Corporations Act.

13.3	Written instrument of transfer

(a)

duly stamped if required by law;

(b)

left for registration at the company’s registered office or, if different, the place where the Register is kept; and

(c)

subject to the Listing Rules and the Securities Laws, accompanied by any information that the board properly requires to show the right of the transferor to make the transfer and the proper execution of the transfer.

13.4	Company to register transfers

(a)

Subject to the powers vested in the board by rules 13.5 and 13.6, if the company receives a transfer complying with rule 13.2 and, where applicable, rule 13.3, the company must register the transferee as the holder of the shares to which the transfer relates.

(b)

The company (or the company’s securities registry) may put in place, and require compliance with, reasonable processes and procedures in connection with determining the authenticity of an instrument of transfer, notwithstanding that this may prevent, delay or interfere with the registration of the relevant instrument of transfer.

(c)

The board may, to the extent the law permits, waive any of the requirements of rule 13.2 or 13.3 and prescribe alternative requirements instead, to give effect to rule 13.2 or for another purpose.

13.5	Obligation to refuse to register transfers

(a)

the Corporations Act, the Listing Rules, the Securities Laws or any law; or

(b)

any provision of this constitution.

13.6	Power to refuse to register transfers

(a)

the company has a lien on any of the shares subject of the transfer;

(b)

registration of the transfer may breach the law applying in any state or territory of Australia or would be in breach of an order of any court;

(c)

the transfer is not in registrable form; or

(d)

the company is otherwise permitted to do so under the Corporations Act, the Listing Rules, the Securities Laws or the terms of issue of the shares.

13.7	Notice of refusal to register transfer

13.8	Suspension of registrations

13.9	Effect of registration

13.10

No fee for registration of transfers

13.11

Company to retain instrument of transfer

13.12

Proportional takeover bids

14	TRANSMISSION OF SHARES

14.1	Effect of statutory provisions

14.2	Transmission of shares on death

(a)

if the member was a joint holder, the survivor; and

(b)

if the member was a sole or the only surviving holder, the personal representative of that member,

14.3	Rights of personal representative

14.4	Election by persons entitled on transmission

(a)

the death of a member;

(b)

the bankruptcy of a member;

(c)

a member becoming of unsound mind or becoming a person whose assets are liable to be dealt with in any way under the law relating to mental health;

(d)

a member that is a body corporate being dissolved or deregistered;

(e)

the succession of another body corporate to the assets and liabilities of a member that is a body corporate; or

(f)

any other event giving rise to a transmission of that share by operation of law,

14.5	Manner of election

(a)

do so by notice in writing to the company;

(b)

produce such evidence as the board requires to prove that person’s entitlement to the share; and

(c)

in the case of an election nominating another person to be registered as the holder of that share, execute a transfer of the share to the person so nominated or take such other action as the directors may require to enable that other person to be registered as the holder of the share.

14.6	Transfer executed before occurrence of Transmission Event

15

DIVIDENDS

15.1	Decision to pay dividends

(a)

the board may cause to be paid any dividend required to be paid under the terms of issue of any share;

(b)

the board may decide to pay any other dividend that appears to the board to be justified by the financial position of the company and may decide that a dividend be paid on shares of one class but not another class, or at different rates for shares of different classes;

(c)

if the board decides to pay a dividend, it may fix the amount of the dividend, the time for determining entitlements to the dividend and the time for and method of payment of the dividend; and

(d)

the board may revoke a decision to pay a dividend if it appears to the board at any time before the dividend is paid that payment of the dividend is no longer justified by the financial position of the company,

15.2	Entitlements of fully paid and partly paid shares

(a)

each share that is fully paid confers an entitlement to the full amount of the dividend decided by the board;

(b)

any share that is not fully paid confers an entitlement only to the proportion of the dividend decided by the board equal to the amount paid up on the share divided by the total of all amounts paid and payable on the share;

(c)

for the purposes of rule 15.2(b), no amount credited as paid on a share without payment in money or other valuable consideration being made to the company is taken to be paid up on the share and no amount paid on a share in advance of a call is taken to be paid up on the share until the due date for payment of the call; and

(d)

if an amount is paid on a share during the period to which the dividend relates, the amount paid up on that share for the purposes of rule 15.2(b) is taken to be the amount paid up on the share at the start of the period plus such proportion of the additional amount paid up during that period as is equal to the proportion of that period during which that additional amount was paid up.

15.3	Payment of dividends

(a)

Subject to this constitution, a dividend in respect of a share is payable:

(i)

to the person registered, or entitled to be registered under rule 13.4(a), as the holder of that share;

(ii)

if the board has fixed a time for determining entitlements to the dividend, at that time; and

(iii)

in any other case, on the date on which the dividend is paid,

(b)

The provisions of rule 21 apply to the payment of any dividend.

15.4	No interest on dividends

15.5	Deductions from dividends

15.6	Available sources for payment of dividends

(a)

wholly or in part by the distribution of specific assets including fully paid shares or other securities of the company or of any other body corporate either generally or to specific members, in which case the provisions of rules 17.1 and 17.2 apply to any such distribution; and

(b)

subject to the Listing Rules and the Securities Laws, to particular members wholly or in part out of any particular fund or reserve or out of profits derived from any particular source, and to the other members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source.

15.7	Scrip dividend

16	RESERVES AND PROFITS

16.1

Reserves

16.2	Carry forward of profits

16.3	Capitalisation of reserves and profits

(a)

the board may resolve to capitalise all or part of any amount standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to members;

(b)

the board may resolve to apply all or part of any amount so capitalised for the benefit of members in the proportions to which those members would have been entitled in a distribution of that sum by way of dividend in paying up any amounts unpaid on shares held by members or in paying up in full unissued shares or other securities to be issued to members as fully paid; and

(c)

if the board resolves to apply any amount for the benefit of members under rule 16.3(b):

(i)

the board must fix the time for determining entitlements to the application of that amount;

(ii)

if securities other than shares are to be issued to members under that resolution then rule 12.3 applies as if references in that rule to shares included references to those other securities; and

(iii)

the board may do all other things necessary to give effect to that resolution.

16.4	Agreement on behalf of members

17	DISTRIBUTION OF ASSETS

17.1	Distribution by way of dividend or return of capital

(a)

value the assets to be distributed in such manner as the directors think fit;

(b)

vest the assets in such trustees and on such trusts for the benefit of the members entitled to the distribution of those assets as the directors think fit;

(c)

if the distribution of specific assets to a particular member or members is illegal or impracticable, determine to make cash payments in lieu of that distribution;

(d)

if members are entitled to fractions of a share or other security by reason of the distribution, determine to ignore fractional entitlements or to make cash payments in lieu of fractional entitlements; and

(e)

settle any other matter regarding the distribution as the directors think fit.

17.2	Agreement on behalf of members

17.3	Distribution of assets on a winding up

(a)

decide how the assets are to be distributed as between the members or different classes of members;

(b)

value the assets to be distributed in such manner as the liquidator thinks fit; and

(c)

vest the whole or any part of any assets in such trustees and on such trusts for the benefit of the members entitled to the distribution of those assets as the liquidator thinks fit.

18	INDEMNITY AND INSURANCE

18.1

Indemnity

(a)

any liability incurred by the person in that capacity, other than a liability for legal costs covered under paragraphs (b) and (c) below;

(b)

all legal costs incurred in connection with, any civil, criminal, administrative or judicial proceedings or investigation in which that person becomes involved as a result of holding that office; and

(c)

all legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of that person’s functions and the discharge of that person’s duties as an officer of the company or a wholly-owned subsidiary of the company, except to the extent that the person is otherwise entitled to be indemnified and is actually indemnified by another person, including under any insurance policy.