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"Table of Contents

1. The Company.......................................................................................................................1 1.1 Name.......................................................................................................................1 1.2 Legal Capacity ..........................................................................................................1 1.3 Replaceable Rules....................................................................................................1 1.4 Proprietary Company...............................................................................................1

2. Definitions ...........................................................................................................................1

3. Interpretation ......................................................................................................................2

4. Shares..................................................................................................................................4 4.1 Share Capital & Share Rights....................................................................................4 4.2 Issue ......................................................................................................................13 4.3 Buy-Backs ..............................................................................................................14 4.4 Commission and Brokerage ...................................................................................14 4.5 Trusts ....................................................................................................................14 4.6 Joint Holders..........................................................................................................14 4.7 Certificate ..............................................................................................................14 4.8 Lost Certificates .....................................................................................................15 4.9 Variation of Rights .................................................................................................15

5. Unpaid Share Capital .........................................................................................................15 5.1 Calls .......................................................................................................................15 5.2 Interest on Unpaid Amounts..................................................................................16 5.3 Payment of Calls in Advance ..................................................................................16 5.4 Lien........................................................................................................................16 5.5 Lien Sale ................................................................................................................17 5.6 Forfeiture Notice ...................................................................................................17 5.7 Forfeiture ..............................................................................................................17 5.8 Liability ..................................................................................................................17 5.9 Sale........................................................................................................................18

6. Share Transfer ...................................................................................................................18 6.1 Transfer .................................................................................................................18 6.2 Transfer of Shares..................................................................................................19 6.3 Transfer To Relatives .............................................................................................23 6.4 Transfer Procedure ................................................................................................23 6.5 Right to Refuse Registration...................................................................................23 6.6 Closure of Register .................................................................................................24 6.7 Title on Death ........................................................................................................24 6.8 Transmission..........................................................................................................24

7. General Meetings ..............................................................................................................25 7.1 Convening General Meeting...................................................................................25 7.2 Notice ....................................................................................................................25 7.3 Member.................................................................................................................26 7.4 Quorum .................................................................................................................26 7.5 Chair ......................................................................................................................26 7.6 Adjournment .........................................................................................................26 7.7 Resolutions ............................................................................................................27 7.8 Taking a Poll ..........................................................................................................27

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7.9 Written and Circular Resolutions – Meetings of Members .....................................28

8. Members’ Voting Rights.....................................................................................................28 8.1 Votes of Members .................................................................................................28 8.2 Appointment .........................................................................................................29 8.3 Deposit of Instruments ..........................................................................................30 8.4 Validity of Proxy Votes...........................................................................................31 8.5 Representatives of Corporations............................................................................31

9. Directors ............................................................................................................................31 9.1 Number .................................................................................................................31 9.2 Period of Office......................................................................................................31 9.3 Vacation of Office ..................................................................................................31 9.4 Remuneration........................................................................................................32

10. Directors’ Meetings ...........................................................................................................32 10.1 Directors’ Meetings ...............................................................................................32 10.2 Decision of Questions ............................................................................................33 10.3 Directors’ Interests ................................................................................................33 10.4 Alternate Directors ................................................................................................33 10.5 Remaining Directors ..............................................................................................34 10.6 Chairperson ...........................................................................................................34 10.7 Directors’ Committees ...........................................................................................35 10.8 Written and Circular Resolutions of Directors ........................................................35 10.9 Validity of Acts of Directors ...................................................................................35 10.10 Minutes and Registers ...........................................................................................36

11. Management of the Company............................................................................................36 11.1 Management .........................................................................................................36 11.2 Borrowing Powers .................................................................................................36 11.3 Managing or Executive Director .............................................................................36 11.4 Local Management ................................................................................................37 11.5 Appointment of Attorneys and Agents...................................................................37

12. Secretary ...........................................................................................................................38

13. Execution of Documents ....................................................................................................38

14. Seals ..................................................................................................................................38

15. Accounts ............................................................................................................................38

16. Dividends and Reserves .....................................................................................................39 16.1 Dividends...............................................................................................................39 16.2 Fixing of Time to Pay a Dividend ............................................................................39 16.3 Interest ..................................................................................................................39 16.4 Reserves ................................................................................................................39 16.5 Dividend Entitlement.............................................................................................40 16.6 Deductions from Dividends....................................................................................40 16.7 Distribution of Assets.............................................................................................40 16.8 Payment ................................................................................................................41

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16.9 Capitalisation of Profits .........................................................................................41

17. Wholly Owned Subsidiary ..................................................................................................42

18. Indemnity and Insurance ...................................................................................................42

19. Winding Up........................................................................................................................43

20. Notices ..............................................................................................................................43

21. SMSF Trustee Company .....................................................................................................44

22. Severance ..........................................................................................................................45

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1. The Company

Corporations Act 2001 (Cth)

Constitution for Cantarakis Pty Ltd ACN 670 501 194

1.1 Name

The name of the company is Cantarakis Pty Ltd ACN 670 501 194.

1.2 Legal Capacity

To the extent permitted by the Act the Company has the legal capacity and powers of

an individual both in and outside of Australia.

1.3 Replaceable Rules

To the extent permitted by law the replaceable rules in the Act do not apply to the Company.

1.4 Proprietary Company

The Company is a proprietary company and must comply with all provisions of the Act

in order to remain registered as a proprietary company.

2. Definitions

In this Constitution, unless the contrary intention appears:

2.1 ‘Act’ means the Corporations Act 2001 of the Commonwealth of Australia as applicable;

2.2 ‘Alternate Director’ means a person appointed as an alternate director under this Constitution;

2.3 ‘Auditor’ means the Company’s auditor, if any;

2.4 ‘Business Day’ means any day that banks are generally open for business in the

Relevant Jurisdiction but not a Saturday, Sunday or a public holiday;

2.5 ‘Constitution’ means the constitution of the Company as amended from time to time;

2.6 ‘Company’ means Cantarakis Pty Ltd ACN 670 501 194;

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2.7 ‘Director’ includes any person occupying the position of director of the Company and, where appropriate, includes an Alternate Director;

2.8 ‘Directors’ means all or some of the directors acting as a board, unless the Company has only one director, in which case, that director;

2.9 ‘dividend’ includes a bonus;

2.10 ‘Executive Director’ means a person appointed as an executive director under clause

11.3 of this Constitution;

2.11 ‘General Meeting’ means a general meeting of Members;

2.12 ‘Managing Director’ means a person appointed as managing director under clause 11.3 of this Constitution;

2.13 ‘Member’ means a person who is a member of the Company as provided by section 231 of the Act;

2.14 ‘Office’ means the Company’s registered office;

2.15 ‘Register’ means the register of Members of the Company;

2.16 ‘Registered address’ means the address of a Member specified in the Register;

2.17 ‘Related Body Corporate’ means a related body corporate as defined in the Act;

2.18 ‘Relative’ in relation to a person means:

2.18.1 the spouse of that person;

2.18.2 a descendant of that person; and

2.18.3 a descendant of a spouse of that person;

2.19 ‘Relevant Jurisdiction’ means New South Wales;

2.20 ‘Representative’ means a person authorised by a Member to act as its representative

under this Constitution;

2.21 ‘Seal’ means the Company’s common seal (if any);

2.22 ‘Secretary’ means:

2.22.1 any person appointed by the Directors as a secretary of the Company; and

2.22.2 any Director, if the Directors do not appoint a person as secretary of the Company;

2.23 ‘Shares’ means shares of the Company.

3. Interpretation

In this Constitution unless the contrary intention appears:

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3.1 the singular includes the plural and vice versa;

3.2 a gender includes all other genders;

3.3 where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

3.4 a reference to a person includes any natural person, corporation, partnership, joint venture, trust, association, government, or public authority and vice versa;

3.5 a reference to a part, clause, annexure, exhibit or appendix is to a part, clause, annexure, exhibit or appendix to this Constitution;

3.6 a reference to a request or notice means a request or notice in writing;

3.7 a reference to any party to this or any other document includes the party’s successors

and permitted assigns;

3.8 a reference to this Constitution is to this Constitution as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Constitution or that other agreement or document;

3.9 a reference to any legislation or legislative provision includes any statutory modification, substitution or re-enactment and any subordinate legislation issued under that legislation or provision;

3.10 a reference to conduct includes any act, omission, representation, statement or undertaking whether or not in writing;

3.11 mentioning anything after include, includes or including does not limit what else might be included;

3.12 a reference to a person that comprises two or more persons means those persons jointly and severally;

3.13 the headings are for convenience only and do not affect the interpretation of this Constitution;

3.14 a reference to a month means a calendar month;

3.15 any thing that is deemed to occur or required to be done by this Constitution on or by a day which is not a Business Day, is deemed to occur or must be done on or by the following Business Day;

3.16 a reference to dollars means Australian dollars;

3.17 a reference to time means the time in the Relevant Jurisdiction;

3.18 an expression in a provision of this Constitution has the same meaning as in a provision of the Act that deals with the same matter as the provision.

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4. Shares

4.1 Share Capital & Share Rights

Ordinary Shares

4.1.1 The Ordinary Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(c) on a winding up, the right to repayment of capital paid up on those Shares ranking equally with all other Shares so entitled, except redeemable preference shares having a preferential right to repayment of paid up capital; and

(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled.

A Class Shares

4.1.2 The A Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled.

B Class Shares

4.1.3 The B Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

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(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled.

C Class Shares

4.1.4 The C Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) no right to receive any dividends;

(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled.

D Class Shares

4.1.5 The D Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) no right to receive any dividends;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

E Class Shares

4.1.6 The E Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

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(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

F Class Shares

4.1.7 The F Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

G Class Shares

4.1.8 The G Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

H Class Redeemable Preference Shares

4.1.9 The H Class Redeemable Preference Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notices of, and to attend, all general meetings;

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(b) the right to vote:

(i) at general meetings in the event that the dividend payable on the H Class Redeemable Preference Shares is more than 30 days in arrears; or

(ii) on a proposal for the winding up of the Company, the sale or disposal of the Company’s main undertaking, the reduction or return of any part of the Company’s issued capital (except on a return of paid up capital in accordance with the rights of Members as provided by this constitution) or if the matter to be decided affects the rights attached to the H Class Redeemable Preference Shares;

(c) the right to a fixed, cumulative preferential dividend at the rate of 2% per annum on the paid up capital of the Shares and in priority to any payment of dividends to the holders of any other class of Shares;

(d) on a winding up, the right to repayment of capital paid up on those Shares in priority to all other classes of Shares but ranking equally with the K and N Class Redeemable Preference Shares;

(e) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

(f) upon serving written notice in accordance with clause 20 of its intention to redeem that Share together with the capital paid up in respect of the Share(s) to be redeemed or evidence of payment of that amount, the Company may redeem all or from time to time redeem any one or more of those Shares and redemption is effected at the time notice is taken to be served as provided by clause 20.

I Class Redeemable Preference Shares

4.1.10 The I Class Redeemable Preference Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of and to attend all general meetings of the Company and the right to vote on a proposal for the winding up of the Company, the sale or disposal of the Company’s main undertaking, the reduction or return of any part of the Company’s issued capital (except on a return of paid up capital in accordance with the rights of Members as provided by this constitution), or if the matter to be decided affects the rights attached to the I Class Redeemable Preference Shares;

(b) the right to participate in dividends (non-cumulative) declared on this class of Share;

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L and M Class Redeemable Preference Shares and the W, X, Y and Z Class Redeemable Preference Shares;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

(e) upon serving written notice in accordance with clause 20 of its intention to redeem that Share together with the capital paid up in respect of the Share(s) to be redeemed or evidence of payment of that amount, the Company may redeem all or from time to time redeem any one or more of those Shares and redemption is effected at the time notice is taken to be served as provided by clause 20.

J Class Shares

4.1.11 The J Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company except as provided in clause 4.1.11(e);

(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

(e) in the event of death, bankruptcy, mental incapacity or serious or prolonged ill health of a sole Director who is also the only Member entitled to vote at a general meeting which results in that person being unable to carry out the duties of a Director, the holders of “J” Class shares will have the right to appoint a Director by passing an ordinary resolution at a meeting of the holders of “J” Class shares or all the holders of the “J” Class shares sign a document stating that they are in favour of the resolution.

K Class Redeemable Preference Shares

4.1.12 The K Class Redeemable Preference Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) the right to a fixed, non-cumulative preferential dividend at the rate of 5% per annum on the paid up capital of the Shares and in priority to any payment of dividends to the holders of any other class of Shares except the H Class Redeemable Preference Shares;

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(c) on a winding up, the right to repayment of capital paid up on those Shares in priority to all other classes of Shares but ranking equally with the H and N Class Redeemable Preference Shares;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

L Class Redeemable Preference Shares

4.1.13 The L Class Redeemable Preference Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) the right to participate in dividends (non-cumulative) declared on this class of Share;

(c) on a winding up, the right to repayment of capital paid up on those Shares, in priority to all other classes of Shares, except the H, K and N Class Redeemable Preference shares but ranking equally with the I and M Class Redeemable Preference Shares and the W, X, Y and Z Class Redeemable Preference Shares;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

M Class Redeemable Preference Shares

4.1.14 The M Class Redeemable Preference Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) the right to participate in dividends (non-cumulative) declared on this class of Share;

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(c) on a winding up, the right to repayment of capital paid up on those Shares, in priority to all other classes of Shares, except the H, K and N Class Redeemable Preference shares but ranking equally with the I and L Class Redeemable Preference Shares and the W, X, Y and Z Class Redeemable Preference Shares;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

N Class Redeemable Preference Shares

4.1.15 The N Class Redeemable Preference Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) no right to receive any dividends;

(c) on a winding up, the right to repayment of capital paid up on those Shares in priority to all other classes of Shares but ranking equally with the H and K Class Redeemable Preference Shares;

(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled; and

O Class Shares

4.1.16 The O Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(c) on a winding up, the right to repayment of capital paid up on those Shares ranking equally with all other Shares so entitled, except

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redeemable preference shares having a preferential right to repayment of paid up capital; and

(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled.

P Class Shares

4.1.17 The P Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

Q Class Shares

4.1.18 The Q Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) no right to receive any dividends;

(d) on a winding up, the right to participate in any distribution of surplus assets or profits of the Company ranking equally with all other classes of Shares so entitled.

R Class Shares

4.1.19 The R Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

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(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

S Class Shares

4.1.20 The S Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) no right to receive any dividends;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

T Class Shares

4.1.21 The T Class Shares are subject to the following conditions and confer on the holders the following rights and privileges:

(a) the right to receive notice of, and to attend, and vote at, all general meetings of the Company;

(b) the right to participate in dividends declared on this class of Share;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company.

W, X, Y and Z Class Redeemable Preference Shares

4.1.22 Each of the W, X, Y and Z Class Redeemable Preference Shares (each class being separate and distinct from the others) is subject to the following conditions and confer on the holders the following rights and privileges:

(a) no right to receive notice of, to attend, or vote at, general meetings of the Company;

(b) the right to participate in dividends (non-cumulative) declared on this class of Share;

(c) on a winding up, the right to repayment of the capital paid up on those Shares, in priority to all other classes of Shares, except the H, K and N Class Redeemable Preference shares but ranking equally

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with the I, L and M Class Redeemable Preference Shares and equally with all other W, X, Y and Z Class Redeemable Preference Shares;

(d) on a winding up, no right to participate in any distribution of surplus assets or profits of the Company; and

4.1.23 If the terms of this Constitution have been adopted by the Company in replacement of a previous Constitution, Articles of Association or Memorandum of Association (’previous document’), the adoption of this Constitution shall not of itself (and without complying with that previous document or applicable provisions of the Act) result in any change to the paid up value of or any rights, privileges, restrictions or conditions attaching to any Shares (collectively in this provision only called ’rights’) issued by the Company before the adoption of this Constitution. For clarity, if any requirements of the previous document and applicable provisions of the Act, have been complied with at the requisite time, then those rights will be varied.

4.2 Issue

4.2.1 Subject to this Constitution and the Act, the Directors may issue or dispose of Shares with preferred, deferred or other special rights or restrictions, whether with regard to dividends, voting, return of capital or otherwise including a Member’s right to redemption or the right of the Company or its Directors to redeem and, at such issue prices, and of such classes and at such times as the Directors determine.

4.2.2 Notwithstanding clause 4.2.1, the Directors may only issue Shares of a particular class in accordance with the following rules:

(a) each issue must first be offered to holders of Shares of that class pro rata according to the number of Shares of that class held by each of them without involving fractions;

(b) if an issue of Shares cannot, because of its number, be offered precisely pro rata, the Directors must offer as many of them as possible pro rata and may offer the rest to one or more holder of shares of that class as the Directors think fit;

(i) the number of Shares offered and the price per Share,

(ii) the time within which the offer may be accepted, and

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(iii) that if the offer is not accepted within that time or is rejected, the Directors may in their discretion dispose of those Shares at a price not less than the price as specified in the offer.

4.3 Buy-Backs

Subject to the Act, the Company may buy back Shares on terms and at times

determined by the Directors.

4.4 Commission and Brokerage

4.4.1 Subject to the Act, the Directors may pay brokerage or commission to a person in respect of the taking up of Shares.

4.4.2 Such brokerage or commission may be satisfied by the payment of cash, by the issue of Shares, by the grant of options over Shares, or by a combination of any of these methods.

4.5 Trusts

Except as required by law, the Company will not recognise any person as holding a Share on trust and the Company will not recognise any equitable, contingent, future or partial interest or any other right in respect of a Share (even if the Company has notice of the relevant trust, interest or right) except the registered holder’s absolute right of ownership.

4.6 Joint Holders

4.6.1 If two or more person are registered as the holders of a Share, they are taken to hold the Share as joint tenants and the person whose name appears first on the Register is the only joint holder entitled to receive notices from the Company.

4.6.2 Any one of the joint holders of a Share may give receipts for any dividend, distribution, bonus or other profit payable to the joint holders.

4.7 Certificate

4.7.1 Subject to the conditions of issue of any Shares or any class of Shares:

(a) every Member is entitled free of charge to one certificate for all Shares registered in its name; and

(b) a Member may request several certificates in reasonable denominations for different portions of its holding.

4.7.2 Subject to the conditions of issue of any Shares or any class of Shares, joint holders are entitled to a single certificate in their joint names in respect of all Shares registered in their joint names.

4.7.3 Every certificate for Shares must be issued and dispatched in accordance with the Act.

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4.8 Lost Certificates

If it is proved to the satisfaction of the Directors that a certificate is lost, worn out or defaced, the Directors may cancel such certificate and replace it with a new certificate (marked as such), subject to such indemnity as the Directors may require.

4.9 Variation of Rights

4.9.1 If at any time the issued share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or cancelled with the consent in writing of the holders of the issued shares who are entitled to at least 75% of the votes that may be cast in respect of shares of that class, or by a special resolution passed at a separate meeting of the holders of the shares of that class.

4.9.2 The provisions of this Constitution relating to meetings of the Company's Members apply so far as they are capable of application to every such separate meeting of the member(s) of a class of shares except that:

(a) where there is more than one member of a class, a quorum is constituted by two persons, each being a Member or a proxy or an attorney or Representative of a Member; or

(b) where there is one member of a class, a quorum is constituted by that Member or a proxy or an attorney or Representative of that Member; and

(c) any holder of shares of the class, present in person or by proxy or by attorney or by Representative, may demand a poll.

4.9.3 The rights attached to an existing class of issued preference shares will be taken to be varied by the issue of new preference shares that rank equally with those existing preference shares unless the issue is authorised by:

(a) the terms of issue of the existing preference shares; or

(b) the Company's constitution (if any) as in force when the existing preference shares were issued.

5. Unpaid Share Capital 5.1 Calls

5.1.1 Subject to the terms on which Shares are issued, the Directors may make calls on the holders of the Shares for any money unpaid on them.

5.1.2 No call will be payable at less than one month from the making of the call.

5.1.3 A call may be required to be paid in instalments.

5.1.4 A call is made when the resolution of the Directors authorising it is passed.

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5.1.5 The Directors may revoke or postpone a call before its due date for payment.

5.1.6 At least 10 Business Days before the due date for payment of a call the Company must send to Members on whom the call is made a notice specifying the amount of the call, the due date for payment and the place for payment.

5.1.7 A Member to whom notice of a call is given in accordance with this clause 5 must pay to the Company the amount called in accordance with the notice.

5.1.8 Failure to send a notice of a call to any Member or the non-receipt of a notice by any Member does not invalidate the call.

5.1.9 Joint holders of Shares are jointly and severally liable to pay all calls in respect of their Shares.

5.2 Interest on Unpaid Amounts

If an amount called is not paid on or before the due date, the holder of the Shares will

pay (subject to the Directors’ discretion):

5.2.1 interest on the amount from the due date to the time of actual payment at a rate determined by the Directors (not exceeding 20% per annum), and

5.2.2 all expenses incurred by the Company as a consequence of the non-payment.

5.3 Payment of Calls in Advance

5.3.1 The Directors may accept from a Member the whole or part of the amount unpaid on a Share before the amount accepted has been called.

5.3.2 Payment of an amount in advance of a call does not entitle the paying Member to any dividend, distribution, bonus, other profit, benefit or advantage to which the Member would not have been entitled if it had paid the amount when it became due.

5.4 Lien

5.4.1 The Company has a first and paramount lien on every partly paid Share for all money due and unpaid to the Company at a fixed time, in respect of the Share, presently payable by the holder of the Share, or the holder’s estate, to the Company in respect of the Share or which the Company is required by law to pay in respect of the Share.

5.4.2 The Company’s lien extends to all dividends, distributions, bonuses and other profits payable in respect of the Share.

5.4.3 Unless the Directors determine otherwise, the registration of a transfer of a Share operates as a waiver of the Company’s lien on the Share.

5.4.4 The Directors may declare a Share to be wholly or partly exempt from a lien.

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5.5 Lien Sale

If the Company has a lien on a Share for money presently payable and the Company has given the Member who holds the Share written notice demanding payment of the money, then 14 or more days after giving the notice, the Directors may sell the Share (provided the money has not been paid) in any manner determined by them.

5.6 Forfeiture Notice

5.6.1 The Directors may at any time after a call or instalment becomes payable and remains unpaid by a Member, serve a notice on the Member requiring the Member to pay the unpaid amount, any interest that has accrued on that amount and all expenses incurred by the Company as a consequence of the non-payment.

5.6.2 The notice under clause 5.6.1 must:

(a) specify a day (not earlier than 14 days after the date of the notice) on or before which the payment required by the notice must be made; and

(b) state that if a Member does not comply with the notice, the Shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

5.7 Forfeiture

5.7.1 If a Member does not comply with a notice served under clause 5.6, then any or all of the Shares in respect of which the notice was given may be forfeited pursuant to a resolution of the Directors together with unpaid dividends in respect of forfeited Shares.

5.7.2 On forfeiture, Shares become the property of the Company and forfeited Shares may be sold, disposed of, or cancelled on terms determined by the Directors.

5.7.3 The Directors may, at any time before a forfeited Share is sold, disposed of or cancelled, annul the forfeiture of the Share on terms and conditions determined by them in their absolute discretion.

5.7.4 On forfeiture, the interest of a person who held Shares which are the subject of the forfeiture is extinguished.

5.7.5 After a Share has been forfeited notice of the forfeiture must be given to the Member in whose name the Share was registered immediately before its forfeiture and the forfeiture and its date must be noted in the Register.

5.8 Liability

5.8.1 Upon forfeiture, the holder of the forfeited Shares remains liable to pay to the Company:

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(a) all money (including interest and expenses) that was payable by them to the Company at the date of forfeiture in respect of the forfeited Shares; and

(b) interest from the date of forfeiture until payment at a rate determined by the Directors (not exceeding 20% per annum).

5.8.2 The liability to the Company of a former holder of forfeited Shares ceases if and when the Company receives payment in full of all money (including interest and expenses) payable by the person in respect of the forfeited Shares.

5.9 Sale

5.9.1 The Company may receive the consideration (if any) given for a forfeited Share on any sale or disposition of the forfeited Share and may execute a transfer of the forfeited Share in favour of a person to whom the forfeited Share is sold or disposed of.

5.9.2 The purchaser of a forfeited Share is not bound to check the regularity of the sale or the application of the purchase price and obtains title to the forfeited Share despite any irregularity in the sale and will not be subject to complaint or remedy by the former holder of the forfeited Share in respect of the purchase.

5.9.3 A statement signed by a Director or the Secretary that the forfeited Share has been regularly forfeited and sold or re-issued, or regularly sold without forfeiture to enforce a lien, is conclusive evidence of the matters stated as against all persons claiming to be entitled to the forfeited Share.

5.9.4 The net proceeds of any sale made to enforce a lien or a forfeiture must be applied by the Company in the following order:

6. Share Transfer 6.1 Transfer

(a) in payment of the costs of the sale;

(b) in payment of all amounts secured by the lien or all money that was payable in respect of the forfeited Share; and

6.1.1 Subject to this Constitution, a Member may transfer its Shares.

6.1.2 Shares may be transferred by a written transfer instrument in a form approved by the Directors and must be executed by or on behalf of the transferor and the transferee.

6.1.3 A transferor of Shares remains the holder of the Shares the subject of a transfer until the transfer is registered and the name of the transferee is

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entered in the Register in respect of the Shares. A transfer of Shares does not pass the right to any unpaid dividends or any dividends declared on the Shares made prior to registration of the transfer and entry of the transferee’s name in the Register.

6.1.4 A Member may only transfer a Share if each of the requirements prescribed by clauses 6.2 is first satisfied unless:

(a) the transfer is pursuant to clauses 6.3, 6.7 or 6.8;

(b) the Members other than the Member proposing to transfer the

Share, unanimously waive or modify those requirements; or

6.2 Transfer of Shares

6.2.1 Transfer Notice

(a) A Member proposing to transfer a Share or Shares (‘Transferring Member’) other than pursuant to clause 5.7 or 6.3 must give notice in writing to that effect (‘Transfer Notice’) to the Company.

(b) The Company will then be the Member’s agent for the sale of the any Shares proposed to be transferred.

(c) A Transfer Notice may be given in respect of more than one Share but it must relate only to Shares of one class (‘Relevant Class’). If a Transfer Notice is given in respect of more than one Relevant Class it will be deemed to be a separate notice in respect of each Relevant Class, but it must specify the number of Shares proposed to be transferred (‘Sale Shares’).

(d) A Transfer Notice may specify the price at which the Transferring Member wishes to sell each Share (‘Offer Price’).

(e) A Transfer Notice must be unconditional.

(f) If the Transfer Notice does not specify an Offer Price, the Transfer Notice will constitute an offer to sell the Sale Shares at market value to be fixed as provided in clause 6.2.5 (‘Valuation Price’).

(g) If a Transfer Notice specifies an Offer Price, it will constitute an offer to sell at the Offer Price.

(h) A Transfer Notice is not revocable except with the approval of the Company.

6.2.2 Offers

(a) Upon receipt of a Transfer Notice, the Company must within 14 days give notice in writing (‘Offer Notice’) to all Members holding Shares of the Relevant Class (‘Relevant Members’).

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(b) The Offer Notice must:

(i) state that the Company has received the Transfer Notice;

(ii) specify the number of Sale Shares; and

(iii) specify the Offer Price (if any).

(c) The Offer Notice must offer the Sale Shares to existing Relevant Members (other than the Transferring Member) pro rata as nearly as may be according to the number of shares of the Relevant Class held by each of them (without involving fractions).

(d) The Offer Notice must specify that if a Member does not accept in whole or in part the offer made to that Member within one month from the date it is received (as determined in accordance with clause 20.2), the offer will be deemed to be rejected either in whole or in part (as appropriate).

6.2.3 Acceptance

(a) Any Member may at any time within one month from the date of receiving the Offer Notice (as determined in accordance with clause 20.2) give written notice (‘Acceptance Notice’) to the Company that that Member (‘Transferee Member’) wishes to purchase one or more of the Shares offered to that Member.

(b) If the Transferring Member has nominated an Offer Price, the Acceptance Notice will constitute an acceptance of the offer to purchase the number of Sale Shares specified in the Acceptance Notice at the Offer Price.

(c) If the Transfer Notice does not specify an Offer Price, the Acceptance Notice will constitute an acceptance of the offer to sell the number of Shares specified in the Acceptance Notice at the Valuation Price.

(d) A Transferee Member may not insist on the Valuation Price being fixed before an Acceptance Notice has to be given.

(e) The giving of an Acceptance Notice binds the Proposing Transferee to buy according to this clause 6.2 notwithstanding that the Valuation Price has yet to be fixed.

(f) If a Transferee Member wishes to buy more than the number of Shares offered to them in the Offer Notice, that Transferee Member’s Acceptance Notice;

(i) must specify the number of additional Shares of the Relevant Class the Transferee Member wishes to purchase; and

(ii) will constitute an offer to buy the additional Shares at the same price as the Transferee Member has agreed to buy the Shares offered to them in the Offer Notice.

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(g) Any Sale Shares not accepted by a Member will be used to satisfy offers for additional Shares from any Transferee Members. If there are an insufficient number of those Sale Shares to satisfy in full all the offers for additional Shares those unaccepted Sale Shares will be distributed amongst the Transferee Members who made the offers pro rata as nearly as may be to the number of Shares of the Relevant Class held by each of them. No Transferee Member can be required to take more Sale Shares than are specified in that Transferee Member’s Acceptance Notice.

(h) If after the distribution of additional Shares under clause 6.2.3(g) there remain some unsold Sale Shares and any Transferee Member who by their Acceptance Notice has offered to buy more of the Sale Shares than have so far been allocated to them, the procedure prescribed in clause 6.2.3(g) will be repeated until either all the Sale Shares have been taken up or there are no Transferee Members remaining who have not been allocated the number of additional Shares specified in their Acceptance Notice. For the purposes of the repeated procedure any Shares to which the Transferee Member has become entitled by reason of the giving of the Acceptance Notice are to be ignored in making the pro rata calculation required by clause 6.2.3(g).

(i) After the one month period referred to in clause 6.2.3(a) has expired, the Company must give written notice to the Transferring Member and each Transferee Member of the name of each Transferee Member and of the number of the Shares specified in the Transfer Notice to which each Transferee Member is entitled and the price of each Share to be transferred. The Transferring Member must then transfer the Sale Shares to the relevant Transferee Members at the relevant price and the Transferee Member must pay the relevant amount to the Transferring Member.

6.2.4 Excess Shares

(a) If any Sale Share is not accepted for sale in accordance with clause 6.2.3 (‘Excess Sale Share’) the Company may attempt, but is not bound to find a willing and suitable purchaser for that Excess Sale Share at a price not less than the price offered to the existing Members.

(b) If the Company finds such a purchaser within one month from the last day on which an Acceptance Notice can validly be served on the Company, the Company must give an appropriate notice to the Transferring Member. The Transferring Member must then, on receiving the agreed price for the Excess Sale Share, transfer the Excess Sale Share to that purchaser.

(c) If the Company does not find such a person within that one month period, the Transferring Member may at any time within the following three months sell that Excess Sale Share to any person at a price not less than the price offered to the existing Members.

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6.2.5 Valuation Price

(a) The Company must appoint an accountant (‘the Accountant’) to determine the fair market value of Shares (‘the Valuation Price’).

(b) The Accountant must be a chartered accountant or a certified practising accountant actively engaged in public practice who:

(i) Is suitably qualified to carry out a valuation of the nature and dimension required;

(ii) the Directors are satisfied as to their ability to provide credible services;

(iii) has at least five years experience in the requisite area of valuation and, if applicable, analysis of business similar to the business conducted by the Company;

(iv) has an extensive knowledge of any necessary discounted cash flow analysis;

(v) has the ability to meet time requirements; and

(vi) has no pecuniary interest that could reasonably be regarded as being capable of affecting their ability to give an unbiased opinion.

(d) The valuation price will be that sum which in the Accountant’s opinion is the fair market value:

(i) assuming a willing buyer and willing seller;

(ii) assuming a reasonable period within which to negotiate a sale of Shares taking into account the nature of the Company and the state of the market;

(iii) assuming the Shares will be freely exposed to the market with reasonable publicity; and

(iv) on the basis that no account is taken of the interest of a special buyer.

(e) For the avoidance of doubt, the Accountant may procure the valuation services of a suitably qualified valuer in relation to any particular assets of the Company at the relevant time for the purpose of determining or assisting in the determination of the Valuation Price of the Shares.

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6.3 Transfer To Relatives

A Member may transfer any of their Shares to the following persons without complying

with clause 6.2:

6.3.1 a Relative;

6.3.2 a trust in which that Member or any Relative of that Member is a beneficiary, present contingent or prospective;

6.3.3 a corporation any of the shares or capital of which is beneficially owned by that Member or any Relative of that Member or any trusts described in clause 6.3.2;

6.3.4 a trust in which any of the trusts or companies described in clauses 6.3.2 and 6.3.3 is a beneficiary, present contingent or prospective;

6.3.5 a corporation any of the shares or capital of which is beneficially owned by any of the corporations or trusts described in clauses 6.3.3 and 6.3.4;

6.3.6 in the case of a Member who is the trustee of a trust, the beneficiary or beneficiaries entitled to the relevant Share pursuant to the governing rules of the trust;

6.3.7 in the case of a Member who is the trustee of the will of a deceased Member or the trustee of a trust on any change of trustees, a new trustee or trustees for the time being of that will or that trust; or

6.3.8 in the case of a Member which is a corporation, a Related Body Corporate of that corporation.

6.4 Transfer Procedure

6.4.1 For a transfer of Shares the written transfer instrument must be left at the Office or the office of the Register, together with any fee the Directors require. The transfer must be accompanied by a certificate for the Shares dealt with in the transfer, unless the Directors waive production of the certificate on receiving satisfactory evidence of the loss or destruction of the certificate and of any other evidence required by the Directors of the transferor’s right to transfer the Shares.

6.4.2 Subject to the powers vested in the Directors by this Constitution, the Company must register all registrable transfer forms and issue certificates to the transferee without charge, except where the issue of a certificate is to replace a lost or destroyed certificate.

6.5 Right to Refuse Registration

6.5.1 The Directors may, in their absolute discretion and without assigning any reason, decline to register any transfer of Shares or other securities unless it is a transfer made under either clause 5.7, 6.2, 6.3, 6.7 or 6.8 or in accordance with clause 6.1.4(b) or 6.1.4(c).

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6.5.2 The Directors may, in their absolute discretion, refuse to register any transfer of Shares or other securities on which stamp duty is payable but unpaid.

6.6 Closure of Register

The Register may be closed for up to 30 days in each year.

6.7 Title on Death

6.7.1 The legal personal representative of a deceased Member who was the sole holder of Shares is the only person whom the Company will recognise as having any title to the deceased Member’s Shares.

6.7.2 If a deceased Member was a joint holder of Shares, the other joint holder is the only person whom the Company will recognise as having any title to the deceased Member’s Shares.

6.7.3 The estate of the deceased Member will not be released from any liability to the Company in respect of the Shares.

6.7.4 The Company may register a transfer to a transferee who dies before the transfer is registered.

6.8 Transmission

6.8.1 Subject to the Bankruptcy Act 1966 (Cth), any person who becomes entitled to a Share in consequence of the death, or bankruptcy of a Member may, subject to producing to the Directors evidence of their entitlement acceptable to the Directors:-

(a) elect to be registered as the holder of the Share by giving to the Directors a written notice of election signed by then; or

(b) Transfer the Share to a person nominated by them by signing a transfer of Shares and giving to the Directors, subject to clause 6.8.2.

6.8.2 The limitations, restrictions and provisions of this Constitution relating to the right to transfer, and the registration of transfer of shares apply to a transfer referred to in clause 6.8.1 as if the death or bankruptcy of the Member had not occurred and a Transfer Notice had been given under clause 6.2.1 without specifying an Offer Price. However the Directors, acting reasonably, must extend any relevant time periods that would otherwise apply. For clarity and without limitation, if the Directors are satisfied that probate of the Will of a deceased Member was intended to be sought, an extension of the time by the Directors would be a reasonable exercise of the power.

6.8.3 Where two or more persons are jointly entitled to any Share in consequence of the death of the registered holder, they will be considered to be joint holders of the Share.

6.8.4 Any person who is registered under this clause 6.8 must indemnify the Company against all liabilities, costs, losses and expenses incurred by the Company as a result of registering the person.

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6.8.5 For clarity and without limitation, evidence under clause 6.8.1 may include evidence of a Will of the Member, whether or not probate of that Will has been granted.

7. General Meetings

7.1 Convening General Meeting

7.1.1 Any Director may, at any time, convene a General Meeting.

7.1.2 The Directors will upon a request from a Member convene a General Meeting in accordance with section 249D of the Act.

7.2 Notice

7.2.1 Subject to the provisions of the Act allowing General Meetings to be held with shorter notice, at least 21 days written notice of any General Meeting (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) must be given to Members and Directors.

7.2.2 A notice convening a General Meeting:

(a) must specify the place, date and time of the meeting;

(b) must if the meeting is to be held in two or more places specify, the technology that will be used;

(d) may specify a place, facsimile number and electronic address for the purposes of proxy appointment; and

(e) must contain such other information as required by section 249L of the Act.

7.2.3 A notice of an annual General Meeting need not state that the business to be transacted at the meeting includes:

(a) the consideration of accounts and the reports of the directors and auditors;

(b) the election of directors in the place of those retiring; or

7.2.4 The Directors may postpone or cancel any General Meeting whenever they think fit (other than a meeting convened as the result of a request under clause 7.1.2) but must give notice of the postponement or cancellation to all persons entitled to receive notices from the Company.

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7.2.5 The failure or accidental omission to send a notice of a General Meeting to any Member or the non-receipt of a notice by any Member does not invalidate the proceedings at or any resolution passed at the General Meeting.

7.3 Member

In clauses 7.4, 7.7, and 7.8, ‘Member’ includes a Member present in person or by

proxy, attorney or Representative.

7.4 Quorum

7.4.1 No business may be transacted at a General Meeting unless a quorum of Members is present when the meeting proceeds to business.

7.4.2 A quorum of Members is two Members. If the Company has one Member then clause 7.9.4 applies.

7.4.3 If a quorum is not present within 30 minutes after the time appointed for a General Meeting:

7.5 Chair

(a) if the meeting was convened on the requisition of Members, it is automatically dissolved; or

(b) in any other case:

(i) it will stand adjourned to the same time and place five Business Days after the meeting, or to another day, time and place determined by the Directors, and

(ii) if at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the General Meeting, it is automatically dissolved.

7.5.1 The chair of Directors’ meetings will be the chair at every General Meeting.

7.5.2 If there is no chair or the chair is not present within 15 minutes after the time appointed for holding the General Meeting or the chair is unwilling to act as chair of the General Meeting, the Members present may elect a chair for that General Meeting.

7.5.3 If there is a dispute at a General Meeting about a question of procedure, the chair may determine the question.

7.6 Adjournment

7.6.1 The chair may, with the consent of any General Meeting at which a quorum is present and will if directed by a meeting at which a quorum is present adjourn the meeting.

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7.6.2 An adjourned General Meeting may take place at a different venue to the initial meeting (and/or via a different technological medium).

7.6.3 The only business that can be transacted at an adjourned General Meeting is the unfinished business of the initial meeting.

7.6.4 If a General Meeting has been adjourned for more than 21 days, at least 3 Business Days written notice (exclusive of the day on which the notice is served or taken to be served and of the day for which notice is given) of the adjourned meeting must be given to Members.

7.7 Resolutions

7.7.1 Subject to any requirements in the Act regarding special resolutions, an ordinary resolution is carried if a majority of the votes cast on that resolution are in favour of that resolution.

7.7.2 A resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded by:

(a) the chair;

(b) at least three Members entitled to vote on the resolution; or

7.7.3 If there is an equality of votes the chair has a casting vote in addition to the chair’s votes as a Member, proxy, attorney or Representative.

7.7.4 Unless a poll is demanded a declaration by the chair that a resolution has been carried, carried by a specified majority, or lost and an entry to that effect in the minutes of the meeting are conclusive evidence of that fact without proof of the number or proportion of the votes in favour of or against the resolution.

7.7.5 A poll may be demanded:

(a) before a vote is taken;

(b) before the voting results on a show of hands are declared; or

7.8 Taking a Poll

7.8.1 A poll will be taken in the manner that the chair directs.

7.8.2 The result of the poll will be the resolution of the meeting at which the poll was demanded.

7.8.3 The chair may determine any dispute about the admission or rejection of a vote.

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7.8.4 The chair’s determination, will be final and conclusive.

7.8.5 A poll demanded on the election of the chair or the adjournment of a meeting must be taken immediately.

7.8.6 After a poll has been demanded at a General Meeting, the meeting may continue for the transaction of business other than the question on which the poll was demanded.

7.9 Written and Circular Resolutions – Meetings of Members

7.9.1 Subject to the Act, if all the Members have signed a document containing a statement that they are in favour of a resolution in terms set out in the document, then a resolution in those terms is taken to have been passed at a General Meeting held on the day on which the document was last signed by a Member.

7.9.2 For the purposes of clause 7.9.1, two or more identical documents, each of which is signed by one or more Members, together constitute one document signed by those Members on the days on which they signed the separate documents.

7.9.3 Any document referred to in this clause 7.9 may be in the form of a facsimile transmission or other electronic medium.

7.9.4 If the Company has one Member, a resolution may be passed by the Member recording it and signing the record in accordance with section 249B of the Act.

7.9.5 To the extent permitted by law and only in accordance with any relevant procedure relating to same, a written resolution may include an electronic resolution and may be signed by a Member using any technological and/or electronic medium.

8. Members’ Voting Rights 8.1 Votes of Members

8.1.1 Subject to this Constitution (particularly clause 8.1.2) and to any rights or restrictions attaching to any class of Shares:

(a) every Member has the right to vote;

(b) on a show of hands every Member has one vote; and

8.1.2 A Member is not entitled to vote or to be counted in a quorum unless all calls and other sums payable by the Member in respect of the Member’s Shares have been paid.

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8.1.3 If two or more joint holders purport to vote, the vote of the joint holder whose name appears first in the Register will be accepted, to the exclusion of the other joint holder or holders.

8.1.4 An objection to the qualification of a voter may only be raised at the meeting or adjourned meeting at which the voter tendered its vote.

8.1.5 An objection under clause 8.1.4 must be referred to the chair of the General Meeting, whose determination is final.

8.1.6 A vote which the chair does not disallow pursuant to an objection is valid for all purposes.

8.1.7 A person who has satisfied the Directors not less than 24 hours before a General Meeting that it is entitled to a Share by operation of law may exercise all rights attached to the Share in relation to a General Meeting, as if the person were the registered holder of the Share.

8.1.8 If a Member appoints one proxy, that proxy may vote on a show of hands but if a Member appoints two proxies, neither proxy may vote on a show of hands.

8.1.9 A proxy may demand or join in demanding a poll.

8.2 Appointment

8.2.1 A natural person may appoint one or two proxies by a written appointment signed by the appointor or the appointor’s attorney.

8.2.2 A corporation may appoint one or two proxies by a written appointment under the appointor’s common seal or signed by a director, secretary or attorney of the appointor.

8.2.3 A proxy need not be a Member.

8.2.4 If a Member appoints two proxies and the appointment does not specify the proportion of the appointor’s voting rights to be exercised by each proxy, then, subject to clause 8.1.8, each proxy may exercise one-half of the votes.

8.2.5 An appointment of a proxy must be in a form approved by the Directors and the following form will be taken to be approved by the Directors unless they resolve to use a different form:

................................... Pty Limited

I/We ...................................................................................................... of ....................................................................................................... being a member/members of the abovenamed Company, hereby appoint ............................................................................................................... of ................................................................................................... or failing him, ............................................................., as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company, to be held on the .......... day of .........................., and at any adjournment thereof.

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Signed this day of

This form is to be used *in favour of / *against the resolution.

* Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit.)

8.2.6 An instrument appointing a proxy shall be valid if it contains the following information:

(a) the Member’s name and address;

(b) the Company’s name;

(d) the meetings at which the proxy may be used or if it is a standing appointment.

8.2.7 An appointment of a proxy may be a standing appointment until the Member revokes that appointment and provides written notice of that revocation to the Company.

8.2.8 An undated proxy shall be taken to be dated on the day that it is received by the Company.

8.2.9 A proxy may vote or abstain as they choose except to the extent that an appointment of the proxy indicates the manner in which the proxy will vote on any resolution. The proxy must vote or abstain on a poll or show of hands in accordance with any instructions on the appointment.

8.2.10 A proxy’s appointment is valid at an adjourned meeting.

8.2.11 To the extent permitted by law and only in accordance with any relevant procedure relating to same, a written appointment may include an electronic appointment and may be signed by a Member using any technological and/or electronic medium.

8.3 Deposit of Instruments

Not less than 24 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, the instrument appointing a proxy or attorney (if any) must:

8.3.1 be deposited at the Office, or at such other place as is specified for that purpose in the notice convening the meeting; or

8.3.2 be transmitted to a facsimile number at the Office or a facsimile number or electronic address specified for that purpose in the notice of meeting.

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8.4 Validity of Proxy Votes

A vote cast in accordance with an appointment of proxy or power of attorney is valid even if, before the vote was cast, the appointor dies, becomes of unsound mind, revokes the proxy or power or transfers the Shares in respect of which the vote was cast, unless any written notification of the death, unsoundness of mind, revocation or transfer was received by the Company before the relevant meeting or adjourned meeting.

8.5 Representatives of Corporations

8.5.1 Any Member which is a corporation may authorise a natural person to act as its representative at any General Meeting of the Company or any class of Members. If a Member corporation does so its representative may exercise at the relevant General Meeting all the powers which the Member corporation could exercise if it were a natural person. When its representative is present at a meeting, the Member corporation will be considered to be personally present at the meeting.

8.5.2 The chair of a General Meeting may permit a person claiming to be a Representative to exercise their powers even if they have not produced a certificate evidencing their appointment, or may allow the Representative to vote on the condition that they subsequently establish to the satisfaction of the chair their status as a Representative within a period prescribed by the chair of the General Meeting.

9. Directors

9.1 Number

9.1.1 The Company must have at least one Director.

9.1.2 A Director or an Alternate Director is not required to be a Member.

9.1.3 The Company in General Meeting may subject to this Constitution and the Act appoint and remove directors and may increase the number of directors in office.

9.1.4 The Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors.

9.2 Period of Office

A Director will continue to hold office until they die or until their office is vacated

pursuant to clause 9.3.

9.3 Vacation of Office

The office of a Director immediately becomes vacant if the Director:

9.3.1 is prohibited by the Act from continuing as a Director;

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9.3.2 is found to be mentally incapacitated or becomes of unsound mind (as determined by a suitable qualified medical professional);

9.3.3 resigns by notice in writing to the Company; or

9.3.4 is removed by a resolution of the Company.

9.4 Remuneration

9.4.1 The Directors (other than the Managing Director or an Executive Director) may be paid as remuneration for their services the aggregate maximum sum from time to time resolved by the Company.

9.4.2 The remuneration will be divided between the non-executive Directors in such proportion and manner as the Directors agree and, in default of agreement, equally.

9.4.3 If a non-executive Director is required to perform services for the Company which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, then the Company may pay the Director a fixed sum determined by the Directors and such payment may be either in addition to or in substitution for the Director’s remuneration under clause 9.4.1.

9.4.4 Non-executive Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or General Meetings or otherwise in connection with the Company’s business.

9.4.5 The remuneration of a Managing Director or of an Executive Director may from time to time be fixed by the Directors.

9.4.6 Subject to the Act, the Directors may:

(a) pay a gratuity, pension or allowance, on retirement or other vacation of office, to a Director; and

(b) make contributions to any fund and pay any premiums for the purchase or provision of any such gratuity, pension or allowance.

10. Directors’ Meetings

10.1 Directors’ Meetings

10.1.1 The Directors may meet for the dispatch of business and adjourn and otherwise regulate their meetings and proceedings as they think fit.

10.1.2 The Secretary must on the request of a Director, convene a Directors’ meeting.

10.1.3 Directors must be given notice of each Directors’ meeting unless all the Directors meet without notice and agree to hold a meeting at that time.

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10.1.4 A Directors’ meeting may be held by the Directors communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion. A Director who participates in a meeting held in accordance with this clause 10.1.4 is taken to be present and entitled to vote at the meeting.

10.1.5 Clause 10.1.4 applies to meetings of Directors’ committees as if all committee members were Directors.

10.1.6 At a meeting of Directors, a quorum is two Directors unless the Company resolves to increase that number. If the Company has one Director, then clause 10.8 applies.

10.2 Decision of Questions

10.2.1 Subject to this Constitution, questions arising at a meeting of Directors will be decided by a majority of votes of the Directors present and voting. If there is an equality of votes the chair of a meeting has a second or casting vote in addition to the chair’s vote as a Director.

10.2.2 An Alternate Director has the right to vote for the Director for whom they are an alternate.

10.3 Directors’ Interests

10.3.1 A Director and any firm, body or entity in which a Director has a direct or

indirect interest may:

(a) enter into any contract or arrangement with the Company;

(b) be appointed to and hold any office or place of profit under the Company, other than the office of Auditor; and

(d) receive and retain for their own benefit any remuneration, profits or benefits as if they were not a Director.

10.3.2 Each Director must disclose their interests to the Company in accordance with the Act. The Secretary must record all such declarations in the minutes.

10.3.3 A Director’s failure to make disclosure under this clause 10.3 does not render void or voidable a contract or arrangement in which the Director has a direct or indirect interest.

10.4 Alternate Directors

10.4.1 A Director may appoint any person as their alternate for a period determined

by that Director and may revoke any such appointment.

10.4.2 An Alternate Director’s appointment ends automatically when their appointor ceases to be a Director.

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10.4.3 An Alternate Director is entitled to notice of Directors’ meetings and, if the appointor is not present at a meeting, is entitled to attend, be counted in a quorum and vote as a Director.

10.4.4 An Alternate Director is an officer of the Company and is not an agent of the appointor.

10.4.5 The provisions of this Constitution which apply to Directors also apply to Alternate Directors.

10.4.6 Any appointment under this clause 10.4 must be effected by written notice delivered to the Secretary (if any) or otherwise delivered to the Company.

10.4.7 An Alternate Director’s appointment may be revoked by written notice by the appointor delivered to the Secretary at any time (if any) or otherwise delivered to the Company.

10.4.8 To the extent permitted by law and only in accordance with any relevant procedure relating to same, any written notice of appointment or revocation under this clause 10.4 may include an electronic appointment or revocation and may be signed by the appointor using any technological and/or electronic medium.

10.5 Remaining Directors

10.5.1 The Directors may act if there is a vacancy on the board.

10.5.2 If the number of Directors is not sufficient to constitute a quorum for a Directors’ meeting, the Directors may act only to:

(a) appoint a sufficient number of Directors for a quorum, or

(b) convene a General Meeting.

10.6 Chairperson

10.6.1 The Directors will elect a Director as chair of Directors’ meetings and may determine the period for which the chair will hold office.

10.6.2 Where a Director’s meeting is held and:

(a) a chair has not been elected; or

(b) the chair is not present within 10 minutes after the time appointed for the commencement of the meeting; or

the Directors present will elect one of their number to be chair of that meeting.

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10.7 Directors’ Committees

10.7.1 The Directors may delegate any of their powers to a committee or

committees which must include at least one Director.

10.7.2 The Directors may at any time revoke any delegation of power to a committee.

10.7.3 The members of such a committee will elect one of their number as chair of their meetings.

10.7.4 A committee must exercise its powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors.

10.7.5 A committee may be authorised by the Directors to sub-delegate all or any of the powers for the time being vested in it.

10.7.6 Meetings of any committee will be governed by the provisions of this Constitution which deal with Directors’ meetings so far as they are applicable and are not inconsistent with any directions of the Directors.

10.8 Written and Circular Resolutions of Directors

10.8.1 If all the Directors who are eligible to vote on a resolution have signed a document containing a statement that they are in favour of a resolution in terms set out in the document, then a resolution in those terms is taken to have been passed at a Directors’ meeting held on the day on which the document was last signed by a Director and such resolutions may be executed in counterparts.

10.8.2 If the Company has one Director, a decision of the Director recorded in writing is taken to be a resolution passed at a meeting.

10.8.3 Any document referred to in this clause 10.8 may be in the form of a facsimile transmission or other electronic medium.

10.8.4 This clause 10.8 applies to meetings of Directors’ committees.

10.8.5 To the extent permitted by law and only in accordance with any relevant procedure relating to same, a document containing a resolution may be in electronic form and signed by one or more Directors using any technological or electronic medium.

10.9 Validity of Acts of Directors If it is discovered that:

10.9.1 there was a defect in the appointment of a person as a Director, Alternate Director or member of a Directors’ committee; or

10.9.2 a person appointed to one of those positions was disqualified,

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all acts of the Directors or the Directors’ committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.

10.10 Minutes and Registers

10.10.1 The Directors must cause minutes to be made of:

(a) the names of the Directors present at all general meetings, Directors’ meetings and meetings of Directors’ committees;

(b) all proceedings of general meetings, Directors’ meetings and meetings of Directors’ committees;

(d) all disclosures made of Director’s interests.

10.10.2 Minutes must be signed by the chair of the meeting or by the chair of the next meeting of the relevant body.

11. Management of the Company

11.1 Management

The management of the business of the Company is vested in the Directors who may exercise all such powers as the Company may by this Constitution and the Act be permitted to exercise provided that such powers are not required to be exercised by the Company in general meeting.

11.2 Borrowing Powers

Without limiting the generality of clause 11.1, the Directors may at their discretion:

11.2.1 raise or borrow money;

11.2.2 charge any property asset or business of the Company (both present and future) or all or any of its uncalled capital;

11.2.3 issue debentures or debenture stock of the Company; or

11.2.4 give any other security for a debt, liability or obligation of the Company or of any other person.

11.3 Managing or Executive Director

11.3.1 The Directors may appoint a Director to the office of Managing Director or Executive Director or any other office (other than Auditor) or employment under the Company for any period (but not for life) and on any terms as they think fit.

11.3.2 Subject to the provisions of any contract made between a Managing Director or Executive Director and the Company, a Managing Director or Executive

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Director may be suspended, removed or dismissed from office by the Directors and the Directors may appoint another Director in their place.

11.3.3 If a Managing Director or Executive Director ceases to be a Director, their appointment as Managing Director or Executive Director terminates automatically.

11.3.4 If a Managing Director or Executive Director is suspended from office, they will not be entitled to attend or vote at any meeting of Directors.

11.3.5 The Directors may entrust to and confer upon a Managing Director or Executive Director any powers exercisable by the Directors, whether collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors and may at any time withdraw, alter or vary all or any of the powers conferred on a Managing Director or Executive Director and the Managing Director and Executive Directors are authorised to sub- delegate all or any of the powers vested in them.

11.4 Local Management

11.4.1 The Directors may provide for the management and transaction of the affairs

of the Company in any places and in such manner as they think fit.

11.4.2 Without limiting clause 11.4.1 the Directors may:

(a) establish local boards or agencies for managing any of the affairs of the Company in a specified place and appoint any persons to be members of those local boards or agencies; and

(b) delegate to any person appointed under clause 11.4.2(a) any of the powers, authorities and discretions which may be exercised by the Directors under this Constitution,

on any terms and subject to any conditions determined by the Directors.

11.4.3 The Directors may at any time revoke or vary any delegation under this

clause 11.4.

11.5 Appointment of Attorneys and Agents

11.5.1 The Directors may from time to time by resolution or power of attorney appoint any corporation, firm or person or body of persons to be the attorney or agent of the Company for purposes determined by the Directors and with the powers, authorities and discretions (not exceeding those exercisable by the Directors under this Constitution and the Act), and for the period and subject to any conditions determined by the Directors. The powers of attorney or agency may contain such provisions for the protection and convenience of persons dealing with an attorney or agent as the Directors think fit.

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12. Secretary

12.1 The Directors may appoint one or more secretaries of the Company for a term and at

remuneration and on conditions determined by the Directors.

12.2 The Secretary is entitled to attend all Directors’ meeting and General Meetings.

12.3 The Directors may, subject to the terms of the Secretary’s employment contract, if any, suspend, remove or dismiss the Secretary.

13. Execution of Documents

13.1 The Company may execute any document by any means allowed at law, including by

electronic means, and approved by the Directors.

13.2 The Company may execute a document by:

13.2.1 a Director and another Director or a Secretary each signing the document;

13.2.2 if the Company has only one Director who is also the only Secretary, that Director signing the document (without the document being countersigned);

13.2.3 if the Company has only one Director that Director signing the document (without the document being countersigned); or

13.2.4 affixing the Seal, provided that every document to which the Seal is affixed must be signed by;

(a) a Director and countersigned by another Director, the Secretary or another person appointed by the Directors to countersign the document; or

(b) if the Company has only one Director that Director (without the document being countersigned).

14. Seals

If the Company has a Seal, the Company must comply with section 123 of the Act and if it has

a duplicate Seal, the duplicate Seals:

14.1 must be a copy of the Seal with the addition of the words ‘duplicate seal’; and

14.2 must only be used with the authority of the Directors or a Directors’ committee.

15. Accounts

15.1 The Directors will cause proper accounting and other records to be kept.

15.2 The Directors may determine whether and to what extent, and at what times and places and under what conditions, the accounting and other records of the Company or any of them will be open for inspection by Members other than Directors.

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15.3 A Member (who is not a Director) does not have the right to inspect any accounting records of the Company unless the Member is authorised to do so by a court order or a resolution of the Directors.

15.4 The Company by a resolution passed at a general meeting may authorise a Member to inspect books of the Company.

16. Dividends and Reserves

16.1 Dividends

16.1.1 The Directors (without the sanction of a General Meeting) or a General Meeting on the recommendation of the Directors (but not in an amount greater than recommended by the Directors), may declare a dividend whether interim or final to be paid to the Members according to the Member’s rights and interests at the time of entitlement to such dividend, only in the following circumstances:-

(a) where the Company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend; and

(b) where the payment of the dividend is fair and reasonable to the Company’s Members as a whole; and

16.1.2 Where at any time there is more than one class of share on issue, then subject to clause 16.1.1 being complied with and to the rights applicable to the shares concerned, dividends whether interim or otherwise may be declared and paid at different rates for different classes of shares. The dividends may be declared and paid on the shares of any one or more class or classes of shares to the exclusion of the shares of any other class or classes of shares provided that the shares comprising a particular class of shares will as between those shares participate in any such dividends declared equally.

16.2 Fixing of Time to Pay a Dividend

16.2.1 The Directors may, by resolution determine the amount and date of payment

of a dividend to be paid to the Members.

16.2.2 The Directors may pay an interim dividend on a date fixed by the Directors.

16.3 Interest

Interest is not payable on any dividend by the Company.

16.4 Reserves

16.4.1 The Directors may before paying a dividend, set aside out of profits an amount by way of reserves which will, at the discretion of the Directors, be applicable for any purpose for which profits may be properly applied.

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16.4.2 The Directors may, pending such application, invest or use the reserves in the business of the Company or in other investments as they think fit.

16.4.3 The Directors may carry forward any undistributed profits without transferring them to a reserve.

16.5 Dividend Entitlement

16.5.1 Subject to the Act and to rights of Members (if any) entitled to Shares with

special rights as to dividend:

(a) any dividend must be paid according to the amounts paid or credited as paid on the Shares in respect of which the dividend is paid.

(b) all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividend is paid, but, if a Share is issued on terms providing that it will rank for dividend as from a particular date, that Share ranks for dividend accordingly.

16.5.2 An amount paid or credited as paid on a Share in advance of a call is not to be taken as paid or credited as paid for the purposes of clauses 16.5.1

16.5.3 A transfer of Shares does not pass the right to any dividend declared in respect of those Shares before the registration of a transfer.

16.6 Deductions from Dividends

The Directors may deduct from a dividend payable to a Member all sums presently payable by the Member to the Company on account of calls or otherwise in relation to Shares in the Company.

16.7 Distribution of Assets

16.7.1 The Directors may resolve that an interim or a final dividend will be paid wholly or partly by the distribution of specific assets, including fully paid shares in, or debentures of, any other corporation.

16.7.2 If a difficulty arises in making a distribution of specific assets, the Directors may:

(a) deal with the difficulty as they consider expedient;

(b) fix the value of all or any part of the specific assets for the purposes of the distribution;

(c) determine that cash will be paid to any Member on the basis of the fixed value in order to adjust the rights of all the Members; and

(d) vest any such specific assets in trustees as the Directors consider expedient.

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16.7.3 If a distribution of specific assets to a particular Member or Members is illegal or, in the Directors’ opinion, impracticable, the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the dividend instead of the distribution of specific assets.

16.8 Payment

16.8.1 Any dividend or other money may be paid by cheque to the Member sent by the mail, by direct credit to the account nominated by the Member from time to time, or by any other means resolved by the Directors.

16.8.2 Any joint holder may give an effectual receipt for any dividend or other money paid in respect of Shares held by holders jointly.

16.9 Capitalisation of Profits

16.9.1 The Directors may resolve:

(a) to capitalise any part of any amount standing to the credit of:

(i) the Company’s reserve account,

(ii) the Company’s profit and loss account, or

(iii) otherwise available for distribution, and

(b) that such money be set free for distribution among the Members who would have been entitled to such money if distributed by way of dividend and in the proportions to which those Members would have been entitled to dividends.

16.9.2 A distribution under clause 16.9.1(b):

(a) not paid in cash may be applied either in or towards paying up any amounts for the time being unpaid on any Shares held by Members respectively as the Directors determine, or

(b) may be paid by the issue of Shares or debentures of the Company to be allotted and distributed or credited as fully paid up to and amongst such Members in the proportions referred to in clause 16.9.1(b) however no such issue shall involve fractional shares, or

16.9.3 Whenever a resolution under clause 16.9.1 is passed the Directors will make all appropriations and applications of the undivided profits resolved to be capitalised and all allotments and issues of fully paid Shares or debentures (if any) and will do all acts and things required to give effect to this. The Directors will have power to:

(a) Make such provision for payment in cash as may be appropriate to deal with any fractional shares that may have been issued but for clause 16.9.2(b);

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(b) authorise any person to enter on behalf of all the Members entitled thereto into an agreement with the Company:

(i) providing for the allotment to them respectively, credited as fully paid up, of any further Shares or debentures to which they may be entitled upon such capitalisation, or

(ii) (as the case may require) for the payment up by the Company on their behalf, by the application thereto of the respective proportions of the profits resolved to be capitalised, of the moneys or any part of the moneys remaining unpaid on their existing Shares,

and any agreement made under such authority shall be effective and binding on all such Members.

17. Wholly Owned Subsidiary

If the Company is a wholly owned subsidiary of another body corporate the Directors are

expressly authorised to act in the best interests of the holding company, subject to the Act.

18. Indemnity and Insurance

18.1 To the extent permitted by law, every Director will be indemnified by the Company against a liability to another person (other than the Company or a Related Body Corporate) arising out of any contract entered into or act or thing done by that first person as Director or in any way in discharge of their duty unless the liability arises out of conduct involving a lack of good faith.

18.2 Every Auditor and other officer or employee of the Company may by resolution of the Directors be indemnified by the Company against a liability to another person (other than the Company or a Related Body Corporate) arising out of any contract entered into or act or thing done by the first person as Auditor or other officer (other than as a Director) or employee (as the case may be) or in any way in discharge of their duty unless the liability arises out of conduct involving a lack of good faith.

18.3 Every Director, Auditor and other officer or employee of the Company may by resolution of the Directors be indemnified out of the assets of the Company against a liability for costs and expenses incurred by that person:

18.3.1 in defending any proceedings (whether civil or criminal) in which judgment is given in favour of that person or in which the person is acquitted; or

18.3.2 in connection with an application, in relation to such proceedings, in which the Court grants relief to that person under the Act.

18.4 The Company or Related Body Corporate may by resolution of the Directors pay, or agree to pay, either directly or indirectly through one or more interposed entities, a premium in respect of a contract insuring a person who is or has been a Director, Auditor or other officer or employee of the Company against:

18.4.1 any liability other than a liability incurred by the person as such a Director, Auditor or other officer or employee and arising out of conduct involving:

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(a) a wilful breach of duty in relation to the Company; or

(b) a contravention of section 182 or 183 of the Act; or

18.4.2 a liability for costs and expenses incurred by the person in defending proceedings, whether civil or criminal and whatever their outcome.

19. Winding Up

19.1 Nothing in this clause 19 prejudices the rights, privileges and conditions of the holders

of Shares issued on special terms and conditions.

19.2 If the Company is wound up, the liquidator:

19.2.1 may, with the sanction of a special resolution of the Company:

(a) divide among the Members in kind all or any of the Company’s assets;

(b) for that purpose, determine how they will carry out the division between the different classes of Members,

19.2.2 may not require a Member to accept any Shares or other securities in respect of which there is any liability.

19.3 The liquidator may, with the sanction of a special resolution of the Company, vest all or any of the Company’s assets in a trustee on trusts determined by the liquidator for the benefit of the contributories.

20. Notices

20.1 Notice may be given by the Company to any person who is entitled to notice under

this Constitution by:

20.1.1 serving it on the person;

20.1.2 sending it by post, facsimile transmission or electronic mail to the person at the person’s address shown in the Register or the address supplied by the person to the Company for sending notices; or

20.1.3 if the notice is to a Member and the Member has no registered address, posting it on a notice board at the Office.

20.2 A notice sent by post is taken to be served 3 Business Days after properly addressing, prepaying and posting an envelope.

20.3 A notice sent by facsimile transmission or electronic mail is taken to be served 1 Business Day after properly addressing the facsimile transmission or electronic notification and transmitting it.

20.4 A notice posted on a notice board is taken to be served 24 hours after it is posted on the board.

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20.5 A notice may be given by the Company to joint holders by giving the notice to the joint holder whose name appears first in the Register.

20.6 Every person who is entitled to a Share by operation of law and who is not registered as the holder of the Share is taken to receive any notice served in accordance with this clause 20 on the person from whom it derives its title.

20.7 A Share certificate, cheque, warrant or other document may be delivered by the Company either personally or by sending it to the address of the Member shown in the Register or to the address of the joint holder of Shares shown first in the Register or any other address which the Member or joint holder has in writing notified the Company:

20.7.1 in the case of a Member who does not have a registered address in Australia, by airmail post; and

20.7.2 in any other case, by ordinary post,

and is at the risk of the addressee as soon as it is given or posted.

20.8 A Member whose registered address is not in Australia may specify in writing an address in Australia as the Member’s registered address for the purposes of receiving notice.

20.9 A certificate in writing signed by a Director, Secretary or other officer of the Company that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.

20.10 Subject to the Act, the signature to a written notice given by the Company may be written or printed.

20.11 All notices sent by post outside Australia must be sent by prepaid airmail post.

21. SMSF Trustee Company

21.1 This provision will vary the rights of Members and accordingly, it shall be of no effect unless and until the provisions of the Constitution have been complied with to vary those rights.

21.2 Notwithstanding anything contained to the contrary herein, but subject to clause 21.1, where the Company solely acts as the trustee of a Regulated Superannuation Fund as defined in the Superannuation Industry (Supervision) Act 1993 (‘the SIS Act’) the following provisions shall apply. To the extent that the provisions of this clause 21 are inconsistent with any other clause or clauses in this constitution then the provisions of this clause shall prevail.

21.2.1 Until determined otherwise by the Directors, the sole purpose of the company will be to act as the Trustee of a Regulated Superannuation Fund within the meaning of Section 19 of the SIS Act.

21.2.2 No shares in the Company shall have any right to a dividend.

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21.2.3 No members of the Company shall be entitled to receive a benefit of any surplus profits or assets of the Company upon winding up of the Company.

21.2.4 No Director shall be entitled to any remuneration for acting as a Director of the Company.

21.2.5 No appointment of a Director shall be effective if such appointment would be in breach of the SIS Act.

21.2.6 No resolution to remove a Director shall be effective if such resolution would be in breach of the SIS Act.

22. Severance

Any provision of this Constitution that is invalid, unenforceable or illegal must be read down to the extent necessary to avoid that effect. If that is not possible, that provision must be excluded from this Constitution but only to the extent necessary to avoid that effect. All other provisions of this Constitution continue to be valid and enforceable.

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