Constitution. Litigation Capital Management Limited

Transcription

1 Constitution Litigation Capital Management Limited

2 Contents page Part 1 - Preliminary 4 1. Name 4 2. Nature of Company 4 3. Replaceable rules 4 4. Application of the AIM Rules 4 Part 2 Shares 6 5. Issue of shares 6 6. Pre-emption Rights 6 7. Preference shares 7 8. Variation of classes and class rights 8 9. Alteration of share capital Reduction of capital and buy-backs Brokerage Joint holders Trust not recognised Share and option certificates and CHESS statements Restricted securities Small holdings 10 Part 3 - Calls, liens and forfeiture Calls Indemnity from taxation Forfeiture Lien Sale Interest 16 Part 4 - Transfer of shares Instruments of transfer Registration Effect of transfer No charge Refusal to register transfer Suspension of registration Company retains paper-based transfer document Death of shareholder Transmission Notification of Interests Company s Power to Require Disclosure 19 Part 5 Proceedings of shareholders One shareholder Annual general meeting Who may call meetings of shareholders How to call meetings of shareholders Membership at a specified time Quorum Chairperson Regulation of meetings Adjournment Suspension, postponement or cancellation of meeting How shareholders make decisions at meetings How voting is carried out v1\SYDDMS page i

3 Contents page 46. Polls How many votes a shareholder has Challenging a right to vote Direct voting Proxies, attorneys and representatives Power to return, complete or amend certain proxies & powers Proportional takeovers 31 Part 6 Directors Number of directors Appointment of directors Compulsory retirement Vacation of office Alternate directors Remuneration Qualification Direc or's interests 36 Part 7 - Proceedings of Directors Circulating resolutions Meetings Calling meetings Notice Quorum Chairperson and deputy chairperson Decisions of Directors Validity of acts 39 Part 8 - Directors ' powers General powers Execution of documents Negotiable instruments Committee and delegate Attorney and agent 40 Part 9 - Executive officers Managing director and executive directors Company secretary Indemnity 41 Part 10 Dividends Who may determine dividends Dividends for different classes Dividends proportional to paid up capital Transfers before payment of dividend No interest Calls Capitalising profits Transfer of assets Notice of Dividend Payments Dividend reinvestment plan Unclaimed dividends Restricted securities 45 Part 11 - Winding up v1\SYDDMS page ii

4 Contents page 90. Distribution of assets Distribution of property in kind Restricted shares Commissions 46 Part 12 Records Register Branch registers Inspection Evidence of register Minute book Financial records Inspection 47 Part 13 - Notices and interpretation Notices Generally Notice to shareholders Notice to directors Notice to the Company Addresses outside Australia Time of service Listing Rules CHESS Rules Interpretation Definitions v1\SYDDMS page iii

5 Litigation Capital Management Limited ACN: Constitution Part 1- Preliminary 1. Name The Company is Litigation Capital Management Limited. 2. Nature of Company The Company is a public company limited by shares. 3. Replaceable rules The replaceable rules in the Corporations Act 2001 do not apply to the Company. 4. Application of the Listing Rules and the AIM Rules This Constitution shall be interpreted subject to the Corporations Act 2001 and: (1) while the Company is an AIM Company, the AIM Rules; and (2) while the Company is Listed, the Listing Rules, in each case, as applicable and appropriate. The Company and the Directors must, notwithstanding any contrary provision in this Constitution, comply with the obligations imposed on them under the Corporations Act 2001 (other than the replaceable rules) and: (1) while the Company is an AIM Company, the AIM Rules; and (2) while the Company is Listed, the Listing Rules, in each case, as applicable and appropriate. The Company and the Directors must exercise their powers in such a way as to ensure that: (1) while the Company is Admitted, the AIM Rules are complied with, unless to do so would be unlawful or a breach of a duty. This obligation does not detract or alter the power of the Company and its Directors to cause the Company to cease to be an AIM Company; and (2) while the Company is Listed, the Listing Rules are complied with, unless to do so would be unlawful or a breach of a duty v1\SYDDMS page 4

6 These obligations do not detract from or alter the power of the Company and its Directors to cause the company to cease to be Admitted or Listed. (d) Unless clearly indicated otherwise, an expression in a provision in this Constitution which is defined by or deals with a matter dealt with by: (1) a provision of the Corporations Act 2001, has the meaning given to that expression in that provision of the Corporations Act 2001; or (2) while the Company is Admitted, a provision of the AIM Rules has the meaning given to that expression in the AIM Rules; or (3) while the Company is Listed, a provision of the Listing Rules has the meaning given to that expression in the Listing Rules. (e) For so long as the Company is a company registered under the Corporations Act 2001, the following clauses shall apply: (1) notwithstanding anything contained in this Constitution, if the Corporations Act 2001 prohibits an act being done, the act must not be done; (2) nothing contained in this Constitution prevents an act being done that the Corporations Act 2001 requires to be done; (3) if the Corporations Act 2001 requires an act to be done or not to be done, authority is given for that act to be done or not to be done (as the circumstances require); (4) if the Corporations Act 2001 requires that this Constitution contains a provision, and the Constitution does not contain such a provision, this Constitution is deemed to contain that provision; (5) if the Corporations Act 2001 requires that this Constitution not contain a provision which this Constitution does contain, this Constitution is deemed not to contain that provision; and (6) if any provision of this Constitution is or becomes inconsistent with the Corporations Act 2001, this Constitution is deemed not to contain that provision to the extent that such provision is consistent. (f) Subject to the Corporations Act 2001, for so long as the Company is an AIM Company, the following clauses shall apply: (1) notwithstanding anything contained in this Constitution, if the AIM Rules prohibit an act being done, the act must not be done; (2) nothing contained in this Constitution prevents an act being done that the AIM Rules require be done; (3) if the AIM Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the circumstances require); (4) if the AIM Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision; v1\SYDDMS page 5

7 (5) if the AIM Rules require that this Constitution not contain a provision which this Constitution does contain, this Constitution is deemed not to contain that provision; and (1)(6) if any provision of this Constitution is or becomes inconsistent with the AIM Rules, this Constitution is deemed not to contain that provision to the extent that such provision is consistent. Part 2 Shares 4.5. Issue of shares Without limiting the Company's powers under the Corporations Act 2001, the Company (under the control of the Directors) may: issue shares in the Company; and grant options over unissued shares in the Company, on any terms, with any rights or restrictions attached to the shares, at any time, and for any consideration the Directors decide. 6. Pre-emption Rights 6.1 Subject to clause 6.2, as from the date of Admission, the Company will not issue shares to any person on any terms (Proposed Issue) unless: it has first made an offer to each shareholder to issue them, on the same or more favourable terms as the Proposed Issue, a proportion of the shares which are the subject of the Proposed Issue that is, as near as is practicable, equal to the proportion of the shares held by that shareholder in relation to the entire issued ordinary share capital of the Company (each a Pre-Emption Offer); each Pre-Emption Offer remains open for acceptance for a period that is reasonably sufficient so as to allow the relevant shareholder to evaluate the Pre-Emption Offer and to obtain the necessary regulatory approvals so as to be able to accept that Pre- Emption Offer, taking into account the circumstances in which such shares are proposed to be issued and the recommendations of any broker advising the Company at the relevant time (Offer Period); and the Offer Period has expired or the Company has received notice of the acceptance or refusal of every Pre-Emption Offer made, (together the Pre-Emption Rights). 6.2 The provisions of clause 6.1 shall not apply to: an issue of shares which are, or are to be, wholly paid up otherwise than in cash and where the shareholders have, by way of ordinary resolution, authorised the board of Directors to issue the same; v1\SYDDMS page 6

8 an issue of shares that would, apart from any renunciation or assignment of the right to their issue, be held under an employee share scheme or employee share option scheme; or where a disapplication of the Pre-Emption Rights has arisen under this clause Notwithstanding any other clause in this Constitution, the Company may, from time to time, resolve by special resolution referring to this clause 6 (a Disapplication Resolution), that the board of Directors be authorised to issue and allot shares for cash as if the Pre-Emption Rights did not apply (Authority), PROVIDED THAT this Authority: is limited to the issue and allotment of shares not exceeding, in aggregate, the number specified in the Disapplication Resolution; and unless otherwise revoked sooner, shall expire on the date specified in the Disapplication Resolution (if any), being a date of not later than 15 calendar months after the date of the Disapplication Resolution. The Company may, before the Authority expires, make an offer or agreement which would or might require shares to be allotted after the Authority expires, and proceed to issue and allot those Shares in due course Preference shares The Company may issue any preference shares, if the rights of the holders of the preference shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares are set out in this Constitution The rights of the holders of preference shares issued by the Company will be those rights as are conferred by the terms of issue of the preference shares as determined by the Directors Subject to the Corporations Act 2001, the Company may issue preference shares which are, or at the option of the Company or the holder are to be liable, to be redeemed on such terms and conditions set out in their terms of issue and in such manner as the Directors determine before the issue of those preference shares Where the Company proposes to issue preference shares and those preference shares are to rank equally with or in priority to preference shares already issued, unless that is expressly permitted by the conditions of issue of the preference shares already issued, the issue or conversion will be deemed to be a modification of the rights attached to the preference shares already issued Despite clauses 7.1 to 7.4, for so long as the Company is Listed or Admitted, the Company may not issue a preference share which confers upon the holder rights which are inconsistent with those specified in the Listing Rules or the AIM Rules, except to the extent of any waiver of the Listing Rules granted by the ASX or any waiver of the AIM Rules granted by AIM (in each circumstance, as applicable and appropriate) A preference share which, in accordance with its terms of issue, may be converted into an ordinary share will, at the time of conversion and without any further act, have (subject to the terms of issue of the preference share in relation to entitlement to ordinary dividends paid v1\SYDDMS page 7

9 after conversion) the same rights as a fully paid ordinary share and rank equally with other fully paid ordinary shares then on issue Variation of classes and class rights Subject to the Corporations Act 2001, the Company may: vary or cancel rights attached to shares in a class of shares; convert shares from one class to another; by special resolution of the Company and: (d) by special resolution passed at a meeting of the holders of shares in that class; or by the written consent of shareholders with at least 75% of the votes in that class Part 5 of this Constitution (with the necessary changes) applies to meetings of holders of a class of shares The Company may issue new shares that rank equally with existing shares. The new issue is taken not to vary the rights attached to the existing shares Alteration of share capital The Company in general meeting may convert its shares into a larger or smaller number of shares Reduction of capital and buy-backs Subject to the Corporations Act 2001, and the Listing Rules and the AIM Rules, the Company may: reduce its share capital; and buy-back shares in itself Brokerage The Company may pay brokerage or commission if a person takes up shares in the Company Joint holders Two or more persons may hold a share only as joint tenants Subject to the Corporations Act 2001, and the Listing Rules and the AIM Rules, the Company need not register more than three persons as joint holders of a share Trust not recognised Except as required by law or this Constitution, the Company need not recognise: v1\SYDDMS page 8

10 that a person holds a share on trust; or any interest in a share except the registered holder's absolute ownership of the whole share Share and option certificates and CHESS statements of holdings When the Company registers securities of any class to a shareholder or option holder, the Company must issue to the shareholder or option holder, without charge, in the discretion of the Directors: (d) one or more certificates for those securities; if the Company is Listed, a statement of holdings required by the CHESS Rules; if the Company is an AIM Company, a statement of holdings as required by the rules of any Relevant System; or any other document that confirms ownership of the securities as the Directors decide If the Corporations Act 2001 so permits, the Company: need not issue a certificate for the securities; and may cancel a certificate and not issue a replacement The Company must comply with the Corporations Act 2001 and the Listing Rules and the AIM Rules in issuing those certificates, statements of holdings or other documents If required to issue a certificate, the Company need issue only one certificate for securities registered in more than one name. The Company must deliver that certificate to any one of the registered holders Subject to the Corporations Act 2001, and the Listing Rules and the AIM Rules, the Company must issue a replacement certificate for a defaced, worn out, lost or destroyed certificate Restricted securities If the Company is Listed then, notwithstanding any other provision in this Constitution: restricted securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or ASX; the Company must refuse to acknowledge a disposal (including registering a transfer) of restricted securities during the escrow period except as permitted by the Listing Rules or ASX; and during a breach of the Listing Rules relating to restricted securities, or a breach of a Restriction Agreement, the holder of the restricted securities is not entitled to any dividend or distribution, or voting rights, in respect of the restricted securities In this clause 15: v1\SYDDMS page 9

11 dispose has the same meaning as in the Listing Rules; and restricted securities has the same meaning as in the Listing Rules Small holdings Subject to clauses 16.2 and 16.14, for so long as the Company is Listed, the Company may at any time give a Divestment Notice to any shareholder who holds less than a Marketable Parcel of shares in the Company The Company must not give a Divestment Notice to a shareholder more than once in any 12-month period Subject to this clause 16, if a shareholder has received a Divestment Notice and has not at any time during the Divestment Notice Period: increased its shareholding to a Marketable Parcel or more; sold its shares in the capital of the Company; or given to the Company a notice in writing that it wishes to retain such shares, then the shareholder irrevocably appoints the Company and each of the Directors jointly and severally as its attorney (Divestment Attorney) to sell, or arrange for the sale of, all of its shares on the terms set out in the Divestment Notice at the price and on the terms determined by the Directors collectively in their sole discretion, to receive the proceeds of such sale on its behalf, and to take any other action as the Divestment Attorney considers necessary or desirable to effect the sale, including to complete and execute a transfer for on behalf of that shareholder in the manner and form the Divestment Attorney considers necessary and to deliver that transfer form to the purchaser of the shares A shareholder may revoke any notice given under clause 16.3 by giving subsequent written notice to the Company of such revocation. Upon the revocation of the notice, the shareholder is deemed to irrevocably appoint the Divestment Attorney on the same terms and for the same purposes set out in clause If there is one purchaser purchasing the shares from two or more shareholders under this clause 16, the transfer may be effected by one transfer form The Company may register a transfer of shares under this clause 16.6 even if the certificate for those shares is not delivered to the Company by the person or entity who holds those shares Upon the sale of shares under this clause 16, the Company must: within a reasonable time after completion of the sale, inform the person or entity who previously held those shares of the sale and the sale proceeds received by the Company for the sale of such shares; and if the Company has received the certificate for such shares (or the Company is satisfied that the certificate has been lost or destroyed or such certificate is not required (including without limitation where the shares are uncertificated holdings or CHESS Approved Securities)), within 60 days after completion of the sale, cause the v1\SYDDMS page 10

12 proceeds of sale to be sent to the person or entity who previously held those shares (or, in the case of joint holders, to the holder whose name appeared first in the share register in respect of the joint holding). The Company may make such payment in any manner and by any means as it determines The Company is liable for the costs of the share sale under this clause 16, but the person or entity who previously held those shares will be liable for any taxes, stamp duties or capital gains incurred as a result of such sale The Directors may invest or use any money payable to the persons or entities whose shares are sold under this clause 16 for the benefit of the Company until claimed or otherwise disposed of according to law. The Company shall not be required or liable to pay any interest on such monies Nothing in this clause 16 obliges the Company to sell a shareholder s shares Clauses 21.3 to 21.5 apply to the purchaser of shares under this clause The sole remedy of persons or entities whose shares are sold in purported reliance on this clause 16, but in circumstances where there is a breach of this clause 16, is a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person The Company s powers under this clause 16 are suspended from the date of an announcement of a Takeover in respect of the Company until after the close of offers made under the Takeover A Divestment Notice can only be given and this clause shall only apply if and for such time as the Company is Listed. Part 3 - Calls, liens and forfeiture Calls Subject to the Listing Rules and the AIM Rules and the terms of issue, the Directors may make calls on the holder of a share for any unpaid portion of the issue price of that share at any time The Directors may make a call payable by instalments The Directors may, on the issue of shares, differentiate between the shareholders as to the timing of calls and amount of calls to be paid While the Company is Listed or Admitted, the Directors must give to the shareholder: the period of notice of the call required by the Listing Rules or the AIM Rules; and a call notice containing the information required by the Listing Rules or the AIM Rules. While the Company is not Listed or Admitted, the Company must give to the shareholder at least 14 days' notice of a call, specifying the amount payable, and the time and place of payment v1\SYDDMS page 11

13 A call is made when the Directors resolve to make the call The Directors may revoke or postpone a call or extend the time for payment A call is still valid if either or both: a shareholder does not receive notice of the call; the Company accidentally does not give notice of the call to a shareholder A shareholder must pay to the Company: the amount called, by the time and at the place specified; if the amount called is not paid by that time, interest at the rate fixed in this Part of the Constitution on an unpaid call (or instalment) from the date the call (or instalment) becomes presently payable until and including the date of payment; and costs incurred by the Company in respect of the non-payment or late payment of the call Joint holders of a share and their respective personal representatives are all jointly and severally liable to pay all calls on the share If, by the terms of issue of a share, an amount is payable on issue or at a fixed date, the Company is taken to have properly called that amount and given proper notice of it The Directors may waive all or any part of an amount payable under this clause 17 or the terms of issue of a share The Directors may recover an amount presently payable under this clause 17 from a shareholder in all or any of the following ways: by suing the shareholder for debt; by enforcing the lien on the share; or by declaring the share be forfeited A debt is sufficiently proved by evidence that: the shareholder is registered as a holder or a joint holder of the share; and the resolution for the call is recorded in the minute book The Directors may authorise the Company: to accept from a shareholder an amount paid before call; to pay interest on the amount paid before call, at any rate the Directors decide, from the date of payment until and including the date the call becomes presently payable; and to repay the amount to the shareholder v1\SYDDMS page 12

14 An amount paid before call is ignored in determining a dividend or surplus in a winding up Indemnity from taxation If the Company is required by law to pay an amount (including a tax) in respect of a shareholder or a share held by that shareholder or a dividend in respect of a share held by that shareholder: the shareholder or the shareholder's personal representative must: (1) indemnify the Company against that liability; and (2) on demand, reimburse the Company for any payment by the Company, and pay to the Company interest on it at the rate fixed under this Part of the Constitution from the date of payment by the Company until and including the date the shareholder reimburses the Company and pays any costs incurred by the Company because of the payment; and subject to clause 27.2, the Company may refuse to register a transfer of any shares by or to the shareholder or the shareholder's personal representative until payment of all amounts presently payable under this clause The Directors may waive any of the Company's rights under this clause The Directors may recover an amount presently payable under this clause 18 from a shareholder in both or either of the following ways: by suing the shareholder for debt; or by enforcing the lien on the share Forfeiture The Directors may resolve that a shareholder's share is forfeited if: the shareholder does not pay a call or instalment on the share when presently payable; and the Company gives the shareholder notice: (1) requiring payment of that call or instalment, any interest on it and any costs incurred by the Company because of the non-payment; (2) stating that the share will be forfeited if the shareholder does not pay to the Company, at the place named, the total amount within 14 days (or any longer period stated) after the notice is given; and the shareholder does not pay the total amount within that period When a share is forfeited, the Company must: notify the former holder that the share is forfeited; and v1\SYDDMS page 13

15 record the forfeiture and date of forfeiture in the register of shareholders. A failure to do this does not invalidate the forfeiture The former holder of a forfeited share must pay to the Company: all calls, instalments, interest and costs in respect of the share at the date of forfeiture; and interest at the rate fixed in this Part of the Constitution on those amounts from the date of forfeiture until and including the date of payment The forfeiture of a share extinguishes: the former shareholder's interest in the share; and all claims against the Company in respect of the share, including all dividends presently payable by the Company on the share Subject to the Listing Rules and the AIM Rules (as appropriate), the Company may sell or otherwise dispose of a forfeited share on any terms and in any way the Directors decide A certificate by a director or secretary of the Company that the share was forfeited on a specified date is sufficient evidence of the matter, unless it is proved to be incorrect The Directors may: waive any of the Company's rights under this clause 19; and before sale or re-issue of a forfeited share, annul the forfeiture on any terms the Directors decide Lien The Company has a first ranking lien on: each share registered to a shareholder; dividends on the share; proceeds of sale of the share; for: (d) (e) (f) an unpaid call or instalment that is due but unpaid on the share; if the share was acquired under an employee incentive scheme, an amount owing to the Company for acquiring the share; any amounts the Company is required by law to pay (and has paid) in respect of the shares of that shareholder or deceased former shareholder; and v1\SYDDMS page 14

16 (g) any interest and costs presently payable to the Company under this Part of the Constitution The Company may sell a share to enforce the lien if: an amount secured by the lien is presently payable; the Company gives the shareholder notice: (1) requiring payment of that amount, any interest on it and any costs incurred by the Company because of the non-payment; and (2) stating that the share will be sold if the shareholder does not pay to the Company, at the place named, the total amount within 14 days (or any longer period stated) after service of the notice; and the shareholder does not pay the total amount within that period The Directors may waive any of the Company's rights under this clause Registration by the Company of a transfer of a share releases any lien on that share, insofar as the lien relates to money owing by the transferor or previous transferor, unless the Company gives the transferee notice of its claim Sale The Directors may authorise a person to sign a transfer of a forfeited share or a share sold to enforce a lien The Company must apply the sale price from: the sale of a forfeited share; and the sale of a share sold to enforce a lien; in the following order: (d) (e) to the costs of the sale; to the amount presently payable by the former holder to the Company; to the former holder or the former holder's personal representative, on receipt of the certificate for the share (if any) The Company must register the purchaser of the share as the holder of the share The purchaser need not enquire whether the Company: properly exercised its powers in respect of the share; or properly applied the sale price for the share. These matters do not affect the title of the purchaser v1\SYDDMS page 15

17 Unless expressly agreed, the purchaser is not liable for calls and other amounts presently payable in respect of the share before the sale Interest A shareholder must pay interest under this Part to the Company: at a rate the Directors decide; or if the Directors do not decide a rate, at 10% per annum Interest payable to the Company accrues daily The Company may capitalise interest monthly or at any other intervals the Directors decide. Part 4 - Transfer of shares Instruments of transfer Subject to this Constitution, a shareholder may transfer a share: (d) in the case of CHESS Approved Securities, in accordance with the CHESS Rules, the Corporations Act and the Listing Rules; in the case of a transfer under CREST, in any manner required or permitted by the CREST Regulations; by an instrument of transfer in any common form or other form approved by the Directors; by any other method of transferring securities recognised by the Corporations Act 2001 and, if the Company is Listed, ASX, and approved by the Directors Registration 24.1 If a CHESS Approved Security is transferred, the Company must comply with the CHESS Rules If a CREST security is transferred, the Company must comply with the CREST Regulations If an instrument of transfer is used, it must be: executed by or for both the transferor and the transferee (unless it is a sufficient transfer of marketable securities); stamped (if required); and delivered to the Company's share registry, together with any evidence the Directors require to prove: v1\SYDDMS page 16

18 (1) the title of the transferor; (2) the transferor's right to transfer the shares; and (3) the proper execution of the instrument of transfer Effect of transfer 25.1 Subject to the CHESS Rules, if the Company is Listed a transferor of shares remains the holder of the shares until the transfer is registered and the name of the transferee is entered in the register of shareholders as the owner of the shares Subject to the CREST Regulations, if the Company is Admitted a transferor of shares remains the holder of the shares until the transfer is registered and the name of the transferee is entered in the register of shareholders as the owner of the shares No charge The Company must not charge a fee to register a transfer or issue a certificate, except where the Listing Rules or AIM Rules permit the charging of a fee Refusal to register transfer If the Company is not Listed or Admitted, the Directors may refuse to register a transfer of shares only if: clause 23 or clause 24 is not complied with; the shares are not fully paid; or the Company has a lien on the shares If the Company is Listed, the Company must not prevent, delay or interfere with the registration of a transfer document. This does not apply to a paper-based transfer document which is not a proper instrument of transfer. However, the Company may ask the approved CS facility (within the meaning of the Listing Rules) to apply a holding lock to prevent a transfer, or refuse to register a paper-based transfer document, where permitted by the Corporations Act 2001 or the Listing Rules. The Company must do so if the Corporations Act 2001, the AIM Rules or the Listing Rules so require The Directors must give notice of any refusal to the security holder and any broker lodging the transfer. The notice must set out the reason for the refusal. Failure to do so does not invalidate the decision of the Directors v1\SYDDMS page 17

19 Suspension of registration Subject to the Corporations Act 2001, and the Listing Rules, the AIM Rules, the CREST Regulations and the rules of any Relevant System, the Directors may suspend registration of transfers of shares in the Company at the times and for the periods they decide. The periods of suspension must not exceed 30 days in any calendar year Company retains paper-based transfer document The Company may keep a paper-based transfer document after registration If demand is made within 12 months after the Company gives notice of a refusal to register and there is no allegation of fraud, the Company must return the paper-based transfer document to the depositor Death of shareholder If a shareholder (other than a joint shareholder) dies, the Company must recognise only the personal representative of the deceased shareholder as being entitled to the deceased shareholder's shares If a shareholder who owns shares jointly dies, the Company must recognise only the survivor(s) as being entitled to the deceased shareholder's interest in the shares Whether the deceased shareholder owned the shares solely or jointly, the estate of the deceased shareholder is not released from any liability in respect of the shares Transmission If a person is entitled to shares because of a Transmission Event and gives the Directors the information they reasonably require to establish the person's entitlement: the person may: (1) by giving notice to the Company, elect to be registered as the holder of the shares; or (2) by giving a completed instrument of transfer to the Company, transfer the shares to another person; and the person is entitled, whether or not registered as the holder of the shares, to the same rights as the shareholder or deceased shareholder On receiving a notice under clause 31.1(1), the Company must register the person as the holder of the shares A transfer under clause 31.1(2) is subject to the same rules (for example, about entitlement to transfer and registration of transfers) as apply to transfers generally v1\SYDDMS page 18

20 32. Notification of Interests 32.1 If at any time the Company shall have any of its shares admitted to trading on AIM, the provisions of Chapter 5 of the DTR relating to the disclosure of voting rights shall apply to the Company, its shares and persons interested in those shares as if the Company were an issuer for the purposes of DTR 5 and as if the provisions of DTR 5 were set out in full herein and accordingly the vote holder and issuer notification rules set out in DTR 5 shall apply to the Company and each holder of shares in the Company A shareholder shall, to the extent he is lawfully able to do so, comply with the requirements of DTR 5. Notwithstanding the time limits for disclosure set out in DTR 5, the Company is required by Rule 17 of the AIM Rules for Companies to announce via a Regulatory Information Service, all the information contained in any vote holder notification without delay. 33. Company s Power to Require Disclosure 33.1 The Company may give notice to a member or to any person appearing to be interested in a share notice (Disclosure Notice) requiring any of the following information: (d) Confirmation as to whether such person is or was, at any time during the three years immediately preceding the date on which the Disclosure Notice is issued (Three Year Period) interested in shares comprised in the Company s share capital; if he is or was so interested, particulars of his own past or present interest in shares comprised in the share capital of the Company held by him at any time during the Three Year Period; if he is presently interested in shares comprised in the Company s share capital and any other interest in the shares persists (or in any case where another interest in the shares subsisted during the Three Year Period at any time when his own interest subsisted) such particulars as may be required by the Disclosure Notice and fall within his knowledge with respect to that other interest; and if he was interested in shares comprised in the Company s share capital during the Three Year Period but is no longer interested, particulars of the identity of the person who had that interest immediately upon him ceasing to hold it, so far as this is within his knowledge If a Disclosure Notice is given by the Company to a person appearing to be interested in any shares, a copy shall at the same time be given to the holding shareholder. The accidental omission to do so, or the non-receipt of such copy by the shareholder, shall not prejudice the operation of the provisions of this clause If at any time the board of Directors is satisfied, in its absolute discretion, that any shareholder, or any other person appearing to have an interest in shares held by such shareholder, has been duly served with a Disclosure Notice and has not complied with such Disclosure Notice within 14 days of the date the Disclosure Notice was served, by supplying the information required by the Disclosure Notice or, in purported compliance with the Disclosure Notice, has made a statement which is false or inadequate in a material way, then the board of Directors may, in its absolute discretion, at any time thereafter, direct such shareholder by notice (Direction Notice) that: v1\SYDDMS page 19

21 the shareholder shall not be entitled to vote at a general meeting, either personally or by proxy, or to exercise any other right conferred by holding shares in relation to meetings of the Company in respect of the shares in relation to which the default occurred (Default Shares); no other distribution shall be made on the Default Shares; and no transfer of any shares held by such shareholder shall not be registered unless: (1) the shareholder is not himself in default in relation to supplying the information requested and that when presented for registration, the transfer is accompanied by a certificate by the shareholder in such form as the board of Directors may require, in its absolute discretion, to the effect that after due and careful enquiry the shareholder is satisfied that no person in default regarding the supply of information is interested in any of the shares which are the subject of the transfer; or (2) the transfer is an approved transfer (as defined in clause 33.3(g)(2)). (d) (e) The Company shall send a copy of the Direction Notice to each other person who appears to be interested in the Default Shares. The accidental omission to do so, or the non-receipt of such copy by the shareholder, shall not prejudice the operation of such Direction Notice. Any Direction Notice shall cease to have effect: (1) in relation to any shares which are transferred by such shareholder on the registration of the transfer in accordance with this Constitution; or (2) when the board of Directors is satisfied, in its absolute discretion, that such shareholder, and any other person who appears to be interested in shares held by such shareholder, has given the Company the information required by the relevant Disclosure Notice. (f) The board of Directors may at any time give notice cancelling a Direction Notice. (g) For the purposes of this clause 33: (1) a person shall be treated as appearing to be interested in any shares if the shareholder of such shares has given the Company a notification which either (i) names such person as being interested or (ii) fails to establish the identities of all those interested in the shares and, after taking into account any such notification and any other relevant information, the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; (2) a transfer of shares is an approved transfer only if: (A) it is a transfer of shares to an offeror by way or in pursuance of acceptances of a takeover offer, meaning an offer to acquire all of the shares, or all of the shares of any class or classes in the Company (other than shares which are already held by the offeror at the date of the offer) being an offer on terms which are the same in relation to all the shares to which the offer relates, or where those shares include v1\SYDDMS page 20

22 shares of different classes, in relation to all the shares of each class; or (B) (C) the board of Directors is satisfied that the transfer is made pursuant to a sale of the whole of beneficial ownership of the shares which are the subject of the transfer to a party which is unconnected with the shareholder and with other persons who appear to be interested in such shares; or the transfer results from a sale made through any investment exchange which the Company s shares are normally traded including AIM. (h) If any dividend or other distribution is withheld under this clause 33, the shareholder shall be entitled to receive it as soon as practicable after the restrictions contained in this clause 33 cease to apply. 29.3(i) If, while any of the restrictions referred to in this clause 33 apply to a Default Share, another share is allotted as of a right pursuant to the rights attached to such share, the same restrictions shall apply to that other share as if it were a Default Share. For this purpose, shares which the Company allots, or procures to be offered, pro rata (disregarding fractional entitlements) to holders of shares of the same class as the Default Share shall be treated as shares allotted as of right of existing shares from the date on which the allotment is unconditional or, in the case of shares so offered, the date of the acceptance of the offer. Part 5 - Proceedings of shareholders One shareholder While the Company has only one shareholder: it may pass a resolution by the shareholder recording it and signing the record; and the rest of this Part of the Constitution does not apply Annual general meeting The Company must hold an annual general meeting at least once in each calendar year and within five months after the end of its financial year, or as otherwise required by the Corporations Act v1\SYDDMS page 21

23 Who may call meetings of shareholders A director may call a meeting of shareholders, when and where the director decides The Directors may call a meeting of shareholders, when and where the Directors decide The Directors must call a meeting of shareholders when requested by the shareholders specified in the Corporations Act The shareholders specified in the Corporations Act 2001 may call a meeting of shareholders How to call meetings of shareholders At least 28 days' notice must be given of a general meeting for as long as the Company is Listed. If the Company is not Listed, at least 28 days' notice must be given of a general meeting. However, unless prohibited by the Corporations Act 2001, the Company may call on shorter notice: an annual general meeting, if all the shareholders entitled to attend and vote at the annual general meeting agree beforehand; and any other general meeting, if shareholders with at least 95% of the votes that may be cast at the meeting agree beforehand Notice of a meeting must be given to shareholders, directors, the auditor and, if the Company is Listed, the ASX A notice of a general meeting must: (d) set out the place, date and time for the meeting; state the general nature of the meeting's business; if a special resolution is to be proposed at the meeting - set out an intention to propose the special resolution and state the resolution; and contain a statement setting out the following information: (1) that the shareholder has the right to appoint a proxy; (2) that the proxy need not be a shareholder of the Company; and (3) that a shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise; (e) (f) contain anything else required by the Corporations Act 2001; and if the Company is Listed: v1\SYDDMS page 22

24 (1) specify a place and a fax number, and may specify an electronic address, for the purposes of receipt of proxy appointments; and (2) contain a proxy form in accordance with the Listing Rules; and (3) contain anything else required by the Listing Rules The business of an annual general meeting may include any of the following, even if not referred to in the notice of meeting: (d) the consideration of the annual financial report, Directors' report and auditor's report; the election of directors; the appointment of the auditor; and the fixing of the auditor's remuneration Non-receipt of notice of a meeting, or failure to give proper notice of a meeting to a person entitled to receive it, does not invalidate anything done at the meeting if: the failure was accidental; the person gives notice to the Company that the person waives proper notice or agrees to the thing done at the meeting; or the person attends the meeting and: (1) does not object at the start of the meeting to the holding of the meeting; or (2) if the notice omitted an item of business, does not object to the consideration of the business when it is presented to the meeting Membership at a specified time The convenor of a meeting of shareholders or of a class of shareholders may determine that all shares are taken, for the purposes of the meeting, to be held by the persons who held them at a specified time (not more than 48 hours before the meeting). The determination must be made before notice of the meeting is given. Particulars of the determination must be given in the notice of meeting v1\SYDDMS page 23

25 Quorum A quorum for a meeting of shareholders is three shareholders entitled to vote (counting joint holders of a share as one shareholder). The quorum must be present at the start of the meeting In determining whether a quorum is present, the chairperson must count shareholders, proxies, attorneys, body corporate representatives and any other persons entitled to vote. However, if a shareholder has more than one proxy, attorney or body corporate representative, the chairperson must count only one of them. If an individual is attending both as a shareholder and as a proxy, attorney or body corporate representative, or in any other capacity, the chairperson must count them only once If a quorum is not present within 30 minutes after the time appointed for the meeting: if the meeting was called on the request of shareholders or by shareholders, the meeting is dissolved; any other meeting is adjourned to any day, time and place the Directors decide If a quorum is not present within 30 minutes after the time appointed for a resumed meeting, the meeting is dissolved Chairperson The chairperson of Directors is entitled to chair all meetings of shareholders If there is no chairperson of Directors, or if the chairperson is not present within 10 minutes after the time appointed for the meeting or is unable or unwilling to act, the deputy chairperson of Directors may chair the meeting. If there is no deputy chairperson, or if the deputy chairperson is not present within 10 minutes after the time appointed for the meeting or is unable or unwilling to act, the directors present must elect one of themselves to chair the meeting. If they do not do so, the shareholders present must elect a person to chair the meeting The chairperson may delegate the powers conferred by this Constitution to such person or persons as they think fit Nothing contained in this Constitution will be taken to limit the powers conferred on the chairperson by law Regulation of meetings The chairperson may regulate the meeting of shareholders in any way consistent with this Constitution The chairperson of a meeting of shareholders or a person acting with the chairperson s authority may require any person who wishes to attend the meeting to comply with searches, restrictions or other security arrangements the chairperson or a person acting with the chairperson s authority considers appropriate. The chairperson or a person acting with the chairperson s authority may refuse admission to, or require to leave and remain out of, the meeting any person: v1\SYDDMS page 24