Opthea Limited (OPT) F-1Registration statement (foreign)

Date: 23 August 2007

Constitution

Circadian Technologies Limited ACN 006 340 567

Preliminary

1.

2.

3.

Shares

4.

5.

6.

7.

8.

9.

10.

11.

Calls

12.

13.

14.

15.

16.

17.

Lien and forfeiture

18.

19.

20.

21.

22.

23.

Transfer of Shares

24.

25.

26.

Transmission of Shares

27.

28.

Changes to Share capital

29.

Powers of attorney

30.

General meetings

31.

32.

33.

Proceedings at general meetings

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

Votes of Members

44.

45.

46.

47.

48.

49.

50.

51.

52.

53.

Appointment and removal of Directors

54.

55.

56.

57.

58.

59.

60.

Remuneration of Directors

61.

62.

63.

Powers and duties of Directors

64.

Proceedings of Directors

65.

66.

67.

68.

69.

70.

71.

72.

73.

74.

Executive Directors

75.

76.

Local management

77.

78.

Secretary

79.

Seals

80.

81.

82.

Inspection of records

83.

Dividends and reserves

84.

85.

86.

87.

88.

89.

90.

91.

92.

93.

94.

95.

96.

Notices

97.

98.

Audit and financial records

99.

Winding up

100.

Indemnity

101.

102.

Defined terms

In this Constitution:

In this Constitution, except where the context otherwise requires, an expression in a clause of this Constitution has the same meaning as in the Corporations Act. Where the expression has more than one meaning in the Corporations Act and a provision of the Corporations Act deals with the same matter as a clause of this Constitution, that expression has the same meaning as in that provision.

Interpretation

In this Constitution, except where the context otherwise requires:

the singular includes the plural and vice versa, and a gender includes other genders;

another grammatical form of a defined word or expression has a corresponding meaning;

a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Constitution, and a reference to this Constitution includes any schedule or annexure;

a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

a reference to A$, $A, dollar or $ is to Australian currency; and

the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions.

Headings are for ease of reference only and do not affect interpretation.

The Corporations Act prevails over any inconsistency with:

this Constitution;

the ASX Listing Rules; and

the CS Facility Rules.

Replaceable rules

Rights

the right to receive notice of and to attend and vote at all general meetings of the Company;

the right to receive dividends; and

in a winding up or a reduction of capital, the right to participate equally in the distribution of the assets of the Company (both capital and surplus), subject to any amounts unpaid on the Share and, in the case of a reduction, to the terms of the reduction.

Issue of Shares

Subject to the Corporations Act, the ASX Listing Rules and this Constitution, the Directors may issue and allot, or dispose of, Shares:

on terms determined by the Directors;

at the issue price that the Directors determine; and

to Members whether in proportion to their existing shareholdings or otherwise, and to such other persons as the Directors may determine.

The Directors’ power under clause 5.1 includes the power to:

grant options over unissued Shares;

issue and allot Shares:

with any preferential, deferred or special rights, privileges or conditions;

with any restrictions in regard to dividend, voting, return of capital or otherwise;

which are liable to be redeemed;

which are bonus Shares for whose issue no consideration is payable to the Company; or

which have any combination of the characteristics described in clauses 5.2(b)(i) to 5.2(b)(iv) inclusive.

Commission and brokerage

Trusts not recognised

Except as required by law, the CS Facility Rules or as otherwise provided by this Constitution, the Company will not recognise any person as holding a Share on trust and the Company will not be bound to recognise any equitable, contingent, future or partial interest or any other right in respect of a Share except the registered holder’s absolute right of ownership.

This clause 7 applies even if the Company has notice of the relevant trust, interest or right.

Joint holders

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

Any one of the joint holders of a Share may give an effective receipt for any dividend or return of capital payable to the joint holders.

The Company is entitled to and in respect of CHESS Holdings, must:

record the names of only the first three joint holders of a Share on the Register;

regard the three joint holders of a Share appearing first on the Register as the registered holders of that Share to the exclusion of any other holders; and

disregard the entitlement of any person to be registered on the Register as a holder if the name of the person would appear on the Register after the first three holders for that Share.

Share certificates

The Directors will not, unless they determine otherwise or the ASX Listing Rules require, issue a certificate to a Member for any Shares registered in the Member’s name or record any holding as held on a certificated subregister.

Any certificate for Shares must be issued and despatched in accordance with the Corporations Act, the ASX Listing Rules and the CS Facility Rules.

Subject to the ASX Listing Rules, the Directors may in their absolute discretion elect whether to maintain a certificated subregister for any class of Shares.

Subject to the ASX Listing Rules and the CS Facility Rules, Shares may be held on any subregister maintained by or on behalf of the Company or on any branch register kept by the Company.

The Directors may order worn out or defaced certificates to be cancelled and, if necessary, replaced by new certificates.

Class meetings

The rights attached to any class of Shares may be varied in accordance with the Corporations Act.

The provisions of this Constitution relating to general meetings apply, with necessary changes, to a meeting of a class of Members holding Shares in that class as if it was a general meeting except that:

a quorum is two persons holding or representing by proxy, attorney or Representative not less than 5% of the Shares of the class or, if there is one holder of Shares in the class, that holder or a proxy, attorney or representative of that holder; and

any five holders, or holders of Shares of the class present in person or by proxy, attorney or Representative who can vote not less than 5% of all votes held by Members of that class, may demand a poll.

Non-marketable parcels

If one or more Members hold less than a Marketable Parcel of Shares, the Directors may invoke the procedure for the sale of Shares under this clause 11 (Procedure).

To invoke the Procedure, the Directors must give each Member (or each Member whose Shares are not held in a CHESS Holding) who holds less than a Marketable Parcel of Shares (Eligible Member) written notice (Notice of Divestiture) that complies with this clause 11.

A Notice of Divestiture given to a Member must:

state that the Shares referred to in the Notice of Divestiture are liable to be sold in accordance with the Procedure if the Member does not advise the Company before a specified date (Relevant Date) that the Member wishes to keep those Shares; and

if the Member holds Shares in a CHESS Holding, contain a statement to the effect that if those Shares remain in a CHESS Holding after the Relevant Date, the Company may, without further notice, move those Shares from the CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding for the purposes of divestment by the Company in accordance with the Procedure.

The Relevant Date must be six weeks or more after the date that the Notice of Divestiture is sent.

A copy of a Notice of Divestiture must be given to any other person required by the CS Facility Rules.

If an Eligible Member on whom a Notice of Divestiture has been served, wants to keep the Shares referred to in the Notice of Divestiture, the Eligible Member must give the Company written notice before the Relevant Date, advising the Company that the Member wants to keep those Shares in which event the Company will not sell the Shares.

If an Eligible Member on whom a Notice of Divestiture has been served does not give the Company written notice before the Relevant Date advising the Company that the Eligible Member wants to keep the Shares referred in the Notice of Divestiture, the Company may:

if the Member holds those Shares in a CHESS Holding, move those Shares from the CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding; and

in any case, sell those Shares in accordance with the Procedure,

Any Shares which may be sold under this clause 11 may be sold on the terms, in the manner (whether on-market, by private treaty, through a share sale facility established by, on behalf or, or at the request of the Company, or otherwise) and at the time or times determined by the Directors and, for the purposes of a sale under this clause 11, each Eligible Member:

appoints the Company as the Eligible Member’s agent for sale;

authorises the Company to effect on the Eligible Member’s behalf a transfer of the Shares sold and to deal with the proceeds of the sale of the Shares in accordance with clause 11.10;

appoints the Company, it’s Directors and the Secretary jointly and severally as the Eligible Member’s attorneys to execute an instrument or take other steps, in the Eligible Member’s name and on the Eligible Member’s behalf, as they or any of them may consider appropriate to transfer the Shares sold; and

authorises each of the attorneys appointed under clause 11.8(c) to appoint an agent to do a thing referred to in clause 11.8(c).

The title of the transferee to Shares acquired under this clause 11 is not affected by an irregularity or invalidity in connection with the sale of Shares to the Transferee.

The proceeds of any sale of Shares under this clause 11 less any unpaid calls and interest (Sale Consideration) will be paid to the relevant Member or as that Member may direct.

The Company will hold the Sale Consideration in trust for the Member whose Shares are sold under this clause and will forthwith notify the Member in writing that the Sale Consideration in respect of the Member’s Shares has been received by the Company and is being held by the Company pending instructions from the Member as to how it is to be dealt with. If the Member has been issued with a share certificate or certificates, the Member’s instructions, to be effective, must be accompanied by the share certificate or certificates to which the Sale Consideration relates or, if the certificate or certificates has or have been lost or destroyed, by a statement and undertaking under subsection 1070D(5) of the Corporations Act.

Subject to the Corporations Act, the Company or the purchaser will bear all costs, including brokerage and stamp duty, associated with the sale of any Shares under this clause.

The Procedure may only be invoked once in any 12 month period after its adoption or renewal.

If the Procedure has been invoked and there is an announcement of a takeover bid for Shares, no more sales of Shares may be made under this clause 11 until after the close of the offers made under the takeover. The Procedure may then be invoked again.

General

Subject to the Corporations Act and the terms on which partly paid Shares are issued, the Directors may make calls on the holders of the Shares for any money unpaid on them.

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

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

The Directors may require a call to be paid by instalments.

The Company must comply with the Corporations Act and the ASX Listing Rules in relation to the dispatch and content of notices to Members on whom a call is made.

A Member to whom notice of a call is given in accordance with this clause 12 must pay to the Company the amount called in accordance with the notice.

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.

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

Instalments and amounts which become payable

the Directors require a call to be paid by instalments; or

an amount becomes payable by the terms of issue of Shares on allotment, or at a time or in circumstances specified in the terms of issue,

every instalment or the amount payable under the terms of issue is payable as if it were a call made by the Directors and as if they had given notice of it; and

the consequences of late payment or non-payment of an instalment or the amount payable under the terms of issue are the same as the consequences of late payment or non-payment of a call.

Interest and expenses

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

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

Recovery of amounts due

the name of the person sued was, when the call was made, entered in the Register as a holder or the holder of Shares in respect of which the call was made;

the resolution making the call is duly recorded in the Directors’ minute book; and

notice of the call was given to the person sued,

Differentiation

Payment of calls in advance

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.

The Company may:

pay interest on any amount accepted, until the amount is payable under a call and at a rate (not exceeding 20% per annum) agreed between the Member and the Directors; and

subject to any contract between the Company and the Member, repay all or any of the amount accepted in excess of the amount called on the Share.

Payment of an amount in advance of a call does not entitle the paying Member to any:

dividend, benefit or advantage, other than the payment of interest under this clause 17; or

voting right,

Lien

To the extent permitted by the ASX Listing Rules, the Company has a first and paramount lien on every partly paid Share and dividends payable in respect of the Share for all money:

due and unpaid to the Company at a fixed time, in respect of the Share;

presently payable by a holder or 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 (and has paid) in respect of the Share.

The lien extends to reasonable interest and expenses incurred because the amount is not paid.

If any law for the time being of any country, state or place imposes or purports to impose an immediate or contingent liability on the Company to make any payment or authorises a taxing authority or Government official to require the Company to make payment in respect of Shares or dividends or other moneys accruing due to the Member who holds the Shares:

the Member or, if the Member is deceased, the Member’s legal personal representative, indemnifies the Company in respect of any such payment or liability; and

subject to the Corporations Act and the ASX Listing Rules, the Company:

has a lien on the Shares and dividends and other moneys payable in respect of the Shares, whether the Shares are held by the Member solely or jointly with another person in respect of any payment made or liability incurred by the Company, together with reasonable expenses and interest on any payment made by the Company at a rate to be fixed by the Directors not exceeding 20% per annum from the date of payment by the Company to the date of repayment by the Member;

may set off amounts so paid by the Company against amounts payable by the Company to the Member as dividends or otherwise; and

may recover as a debt due from the Member or its legal personal representative the amount of all payments made by the Company together with reasonable expenses and interest at the rate and for the period referred to in clause 18.3(b)(i).

The Company may do all things which the Directors think necessary or appropriate to do under the ASX Listing Rules and the CS Facility Rules to enforce or protect the Company’s lien.

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.

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

Lien sale

the Company has a lien on a Share for money presently payable;

the Company has given the Member or the Member’s executors or administrators (as the case may be) holding the Share written notice demanding payment of the money; and

that Member fails to pay all of the money demanded,

Forfeiture notice

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 all or any of the following:

the unpaid amount;

any interest that has accrued; and

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

The notice under clause 20.1 must:

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

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.

If a Member does not comply with a notice served under clause 20, then any or all of the Shares in respect of which the notice was given may be forfeited under a resolution of the Directors.

Unpaid dividends in respect of forfeited Shares will also be forfeited.

On forfeiture, Shares become the property of the Company and forfeited Shares must be:

if the ASX Listing Rules permit, sold, disposed of, or cancelled on terms determined by the Directors; or

offered by public auction in accordance with any requirements of the ASX Listing Rules.

The Directors may, at any time before a forfeited Share is sold, disposed of or cancelled, annul the forfeiture of the Share on conditions determined by them.

Promptly 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.

Omission or neglect to give notice of or to note the forfeiture as specified in clause 21.5 will not invalidate a forfeiture.

Liability of former Member

The interest of a person who held Shares which are forfeited is extinguished but subject to the ASX Listing Rules, the former Member remains liable to pay:

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

interest from the date of forfeiture until payment of the money referred to in clause 22.1(a), of this clause at a rate determined by the Directors (not exceeding 20% per annum).

A former Member’s liability to the Company ceases if and when the Company receives payment in full of all money (including interest and expenses) payable by the former Member in respect of the Shares. The liability may only be released or waived in accordance with the ASX Listing Rules.

Disposal of Shares

The Company may:

receive the consideration (if any) given for a forfeited Share on any sale or disposition of the Share, or a Share sold under a lien sale; and

effect a transfer of the Share in favour of a person to whom the Share is sold or disposed of.

The purchaser of the Share:

is not bound to check the regularity of the sale or the application of the purchase price;

obtains title to the Share despite any irregularity in the sale; and

will not be subject to complaint or remedy by the former holder of the Share in respect of the purchase.

A statement signed by a Director and the Secretary that the Share has been regularly forfeited and sold or reissued 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 Share.

Subject to the terms on which a Share is on issue, the net proceeds of any sale made to enforce a lien or on forfeiture must be applied by the Company in the following order:

in payment of the costs of the sale;

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

where the Share was forfeited under clause 21.1, in payment of any surplus to the former Member whose Share was sold.

General

Subject to this Constitution, a Member may transfer Shares held by that Member.

Subject to clause 24.3, Shares may be transferred by:

a written transfer instrument in any usual or common form; or

any other form approved by the Directors.

The Company may participate in any computerised or electronic system for market settlement, securities transfer and registration conducted in accordance with the Corporations Act, the ASX Listing Rules and the CS Facility Rules, or corresponding laws or securities exchange rules in any other country.

If the Company participates in a system of the kind described in clause 24.3, then despite any other provision of this Constitution:

Shares may be transferred, and transfers may be registered, in any manner required or permitted by the ASX Listing Rules or the CS Facility Rules (or corresponding laws or securities exchange rules in any other country) applying in relation to the system;

the Company must comply with and give effect to those rules; and

the Company may, in accordance with those rules, decline to issue certificates for holdings of Shares.

A written transfer instrument must be:

executed by the transferor or (where the Corporations Act permits) stamped by the transferor’s broker;

unless the Directors decide otherwise in the case of a fully paid Share, executed by the transferee or (where the Corporations Act permits) stamped by the transferee’s broker; and

in the case of a transfer of partly paid Shares, endorsed or accompanied by an instrument executed by the transferee or by the transferee’s broker to the effect that the transferee agrees to accept the Shares subject to the terms and conditions on which the transferor held them, to become a Member and to be bound by the Constitution.

Except as required by the CS Facility Rules:

a transferor of Shares remains the holder of the Shares transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the Shares; and

a transfer of Shares does not pass the right to any dividends on the Shares until such registration.

Transfer procedure

Except where the Directors determine (to comply with laws or securities exchange rules of a foreign country or the CS Facility Rules), for a transfer of Shares that is not an ASTC-regulated transfer:

the written transfer instrument must be left at the Company’s registered office or another place acceptable to the Company;

the instrument must be accompanied by a certificate for the Shares dealt with in the transfer where a certificate has been issued, unless the Directors waive production of the certificate on receiving satisfactory evidence of the loss or destruction of the certificate; and

the Directors may, if the ASX Listing Rules permit, require other evidence of the transferor’s right to transfer the Shares.

For a transfer of Shares that is an ASTC-regulated transfer, a Share transfer must be effected in accordance with the ASX Listing Rules and the ASTC Settlement Rules.

Right to refuse registration

The Directors may in their absolute discretion refuse to register any transfer of Shares or other securities where the Shares or other securities are not quoted by ASX. Where the Shares or other securities are quoted by ASX, the Directors may in their absolute discretion refuse to register any transfer in any of the circumstances permitted by the ASX Listing Rules.

The Directors must:

except as permitted by ASX, refuse to register any transfer of Shares or other securities which are Restricted Securities if that transfer is or might be in breach of the ASX Listing Rules or any restriction agreement entered into by the Company under the ASX Listing Rules in relation to the Shares; and

refuse to register any transfer where the Company is, or the Directors are, required to do so by the ASX Listing Rules.

Despite clauses 26.1 and 26.2, the Company must not refuse or fail to register or give effect to, or delay or in any way interfere with, a proper ASTC transfer of Shares or other securities quoted by ASX.

If a person has lodged a transfer which the Directors have refused to register, the Company must, within five Business Days after the date of lodgment, give to the lodging person written notice of the refusal and the reasons for it.

Subject to clause 26.3, Restricted Securities cannot be disposed of during the escrow period except as permitted by the ASX Listing Rules or ASX. The Company will refuse to acknowledge a disposal of Restricted Securities to the extent required under the ASX Listing Rules.

Title on death

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.

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.

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

The Company may register or give effect to a transfer to a transferee who dies before the transfer is registered.

Entitlement to transmission

A person who becomes entitled to a Share in consequence of the death, mental incapacity or bankruptcy of a Member may, subject to clause 26 and to producing to the Company evidence of its entitlement which is satisfactory to the Directors, elect to:

be registered as the holder of the Share; or

transfer the Share to some other person nominated by it.

If the person who has become entitled to a Share:

elects to be registered as the holder, then the person must deliver or send to the Company a written notice of election signed by him or her; or

elects to transfer the Share, then the person must effect a transfer of the Share.

An election to be registered as a holder of a Share under clause 28.1(a) or a transfer of a Share from a Member or deceased Member under this clause 28 is subject to the same limitations, restrictions and provisions of this Constitution as would apply if the election were a transfer or the transfer were made by the Member or deceased Member himself or herself.

A person who:

has become entitled to a Share by operation of law; and

has produced evidence of that person’s entitlement which is satisfactory to the Directors,

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.

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

Consolidation or division

Powers of attorney

If a Member executes or proposes to execute any document or do any act by or through an attorney which is relevant to the Company or the Member’s shareholding in the Company, that Member must deliver the instrument appointing the attorney to the Company for notation.

The Company may require the Member to lodge a certified copy of the instrument for retention by the Company, and ask for whatever evidence it thinks appropriate that the power of attorney is effective and continues to be in force.

Any power of attorney granted by a Member will, as between the Company and the Member who granted the power of attorney:

continue in force; and

may be acted on,

Where a Member proposes that an attorney represent the Member at a general meeting or adjourned meeting, the Member must comply with clause 51.1 of this Constitution.

Calling general meeting

A Director may call a meeting of Members.

The Directors must call annual general meetings in accordance with the Corporations Act, to be held by the Company at times to be determined by the Directors.

Members may also request or call and arrange to hold general meetings in accordance with the procedures and requirements set out in the Corporations Act.

A general meeting may be held at two or more venues simultaneously using any technology that gives the Members as a whole a reasonable opportunity to participate.

Notice

Notice of a general meeting must be given in accordance with the Corporations Act to the persons referred to in clause 98.1.

Except as permitted by the Corporations Act, general meetings must be called on at least the minimum number of days notice required by the Corporations Act (which at the date of adoption of this Constitution is 28 days) and otherwise in accordance with the procedures set out in the Corporations Act.

Subject to the requirements of the Corporations Act, a notice calling a general meeting must:

specify the place, date and time of the meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this);

state the general nature of the business to be transacted at the meeting;

if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution;

include such statements about the appointment of proxies as are required by the Corporations Act;

specify a place and facsimile number and may specify an electronic address for the purposes of proxy appointments;

subject to the CS Facility Rules, specify particulars of any determination made under regulation 7.11.37 of the Corporations Regulations 2001 (Cth); and

comply with any other requirements of the Corporations Act.

Business

The business of an annual general meeting may include:

any of the following matters, even if not referred to in the notice of meeting:

consideration of the annual financial report, directors’ report and auditor’s report;

election of directors;

appointment of the auditor;

fixing the auditor’s remuneration;

any business which under this Constitution or the Corporations Act is required to be transacted at an annual general meeting; and

any other business which may lawfully be transacted at a general meeting.

The chairperson of an annual general meeting must allow a reasonable opportunity for the Members as a whole at the meeting to:

ask questions about or make comments on the management of the Company; and

ask the Auditor or their representative questions relevant to the conduct of the audit and the preparation and content of the Auditor’s report for the Company.

The Directors may postpone or cancel any general meeting (other than a meeting requested or called by Members under clause 31.3) at any time before the day of the meeting. The Directors must give notice of the postponement or cancellation to all persons entitled to receive notices of a general meeting.

An accidental omission to send a notice of a general meeting (including a proxy appointment form) or the postponement of a general meeting to any Member or the non-receipt of a notice (or form) by any Member does not invalidate the proceedings at or any resolution passed at the general meeting.

Member

Quorum

No business may be transacted at a general meeting unless a quorum of Members is present at the commencement of business.

A quorum of Members is three Members unless there is only one Member, when a quorum is that Member.

If a quorum is not present within 30 minutes after the time appointed for a general meeting:

the general meeting is automatically dissolved if it was requested or called by Members under clause 31.3; or

in any other case:

it will stand adjourned to the same time and place seven days after the meeting, or to another day, time and place determined by the Directors; and

if at the adjourned general meeting a quorum is not present within 30 minutes after the time appointed for the general meeting two Members will be a quorum.

Chairperson

The chairperson, or in the chairperson’s absence the deputy chairperson, of Directors’ meetings will be the chairperson at every general meeting.

If:

there is no chairperson or deputy chairperson; or

neither the chairperson nor deputy chairperson is present within 15 minutes after the time appointed for holding the general meeting; or

the chairperson and deputy chairperson are unwilling to act as chairperson of the general meeting,

If no chairperson is elected in accordance with clause 36.2, then:

the Members may elect one of the Directors present as chairperson; or

if no Director is present or is willing to take the chair, the Members may elect one of the Members present as chairperson.

At any time during a meeting and in respect of any specific item or items of business, the chairperson may elect to vacate the chair in favour of another person nominated by the

If there is a dispute at a general meeting about a question of procedure, the chairperson may determine the question.

General conduct

Adjournment

The chairperson of a general meeting at which a quorum is present:

in his or her discretion may adjourn the general meeting; and

must adjourn the general meeting if the meeting directs him or her to do so.

An adjourned general meeting may take place at a different venue from the initial general meeting.

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

If a general meeting has been adjourned for more than 30 days, notice of the adjourned general meeting must be given to Members as if it were an original general meeting, but otherwise it is not necessary to give notice of an adjourned general meeting or the business of the adjourned general meeting.

A poll cannot be demanded on any resolution concerning the adjournment of a general meeting except by the chairperson.

Decisions

Subject to the Corporations Act in relation to special resolutions, a resolution is carried if a majority of the votes cast on the resolution are in favour of the resolution.

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

at least 5 Members entitled to vote on the resolution;

Members with at least 5% of the votes that may be cast on the resolution on a poll; or

the chairperson.

A poll may be demanded:

before a vote is taken; or

in the case of a vote taken on a show of hands, immediately before or immediately after, the results of the vote are declared.

Unless a poll is demanded:

a declaration by the chairperson 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,

The demand for a poll may be withdrawn.

A decision of a general meeting may not be impeached or invalidated on the ground that a person voting at the meeting was not entitled to do so.

Taking a poll

Subject to clause 40.5, a poll will be taken when and in the manner that the chairperson directs. No notice need be given of any poll.

The result of the poll will determine whether the resolution on which the poll was demanded is carried or lost.

The chairperson may determine any dispute about the admission or rejection of a vote, and such determination, if made in good faith, will be final and conclusive.

A poll cannot be demanded on any resolution concerning the election of the chairperson of a general meeting.

A poll demanded by the chairperson on any resolution concerning the adjournment of a general meeting must be taken immediately.

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

Casting vote of chairperson

Admission to general meetings

refuses to permit examination of any article in the person’s possession; or

is in possession of any:

electronic or recording device;

placard or banner; or

other article,

causes any disruption to the meeting.

Auditor’s right to be heard

attend any general meeting of the Company;

be heard at any general meeting of the Company on any part of the business of the meeting that concerns the Auditor in their capacity as auditor, even if:

the Auditor retires at the general meeting; or

Members pass a resolution to remove the Auditor from office; and

authorise a person in writing to attend and speak at any general meeting as the Auditor’s representative.

Entitlement to vote

Subject to this Constitution and to any rights or restrictions attaching to any class of Shares:

every Member may vote;

subject to clause 48.4 and the Corporations Act, on a show of hands every Member has one vote; and

on a poll every Member has:

for each fully paid Share held by the Member, one vote; and

for each partly paid Share held by the Member, a fraction of a vote equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable, whether or not called (excluding amounts credited), on the Share. Without limiting the generality of clause 17.3, an amount paid on a Share in advance of a call is not to be taken as paid for the purposes of this clause.

During a breach of the ASX Listing Rules relating to Shares which are Restricted Securities, or a breach of a restriction agreement, the holder of the relevant Restricted Securities is not entitled to any voting rights in respect of those Restricted Securities.

If a Member:

dies; or

through mental or physical infirmity, is incapable of managing the Member’s affairs,

Unpaid calls

vote; or

be counted in a quorum,

Joint holders

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.

For the purposes of this clause 46, several executors or administrators of a deceased Member in whose sole name any Shares are registered will be taken to be joint holders of those Shares.

Objections

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

An objection must be referred to the chairperson of the general meeting, whose decision made in good faith is final.

A vote which the ASX Listing Rules require the Company to disregard is not valid.

Votes by proxy

A Member who is entitled to vote at a general meeting of the Company may appoint not more than two proxies to attend and vote at the general meeting on that Member’s behalf.

A proxy need not be a Member.

If a Member appoints one proxy, that proxy may, subject to the Corporations Act, vote on a show of hands.

If a Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half the votes. However, neither proxy may vote on a show of hands.

A proxy may demand or join in demanding a poll.

A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If an appointment directs the way the proxy is to vote on a particular resolution:

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way;

if the proxy has two or more appointments that specify different ways to vote on the resolution—the proxy must not vote on a show of hands;

if the proxy is the chair—the proxy must vote on a poll and must vote that way; and

if the proxy is not the chair—the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

If:

a Member nominates the chairperson of the meeting as the Member’s proxy; or

the chairperson is to act as proxy under clause 50 or otherwise under a default appointment according to the terms of the proxy form,

Document appointing proxy

An appointment of a proxy is valid if it is signed by the Member making the appointment and contains the information required by subsection 250A(1) of the Corporations Act.

For the purposes of clause 49.1, an appointment received at an electronic address will be taken to be signed by the Member if:

a personal identification code allocated by the Company to the Member has been input into the appointment; or

the appointment has been verified in another manner approved by the Directors.

The Company may send a proxy appointment form to Members in a form which has been approved by the Directors or by the chairperson and the Managing Director.

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

A proxy or attorney may be appointed for all meetings or for any number of general meetings or for a particular purpose.

Unless otherwise provided for in the proxy’s appointment or in any instrument appointing an attorney, the appointment of the proxy or the attorney will be taken to confer authority:

to vote on:

any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion; and

any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the general meeting,

to vote on any motion before the general meeting whether or not the motion is referred to in the appointment.

Proxy in blank

Lodgment of proxy

Subject to clause 51.3, the appointment of a proxy or attorney must be received by the Company, at least 48 hours (unless reduced in the notice of meeting to which the appointment relates) before the general meeting (or the resumption of an adjourned general meeting) at which the appointee is to attend and vote.

If the appointment purports to be executed under a power of attorney or other authority, the original document or a certified copy of it must be received by the Company at least 48 hours (unless reduced in the notice of meeting to which the appointment relates) before the general meeting (or the resumption of an adjourned general meeting).

The Company receives an appointment of a proxy or attorney or other authority under which it was signed when they are received at:

the Company’s registered office;

a facsimile number at the Company’s registered office; or

a place, facsimile number or electronic address specified for that purpose in the notice of general meeting.

Validity

died;

became mentally incapacitated;

revoked the proxy or power; or

transferred the Shares in respect of which the vote was cast,

Representatives of bodies corporate

Any Member that is a body corporate may appoint an individual as its representative as provided by the Corporations Act.

The appointment of a Representative may set out restrictions on the Representative’s powers.

The original form of appointment of a Representative, a certified copy of the appointment, or a certificate of the body corporate evidencing the appointment of a Representative is prima facie evidence of a Representative having been appointed.

The chairperson of a general meeting may permit a person claiming to be a Representative to exercise the body’s powers even if he or she has not produced a certificate or other satisfactory evidence of his or her appointment.

Number of Directors

Subject to the Corporations Act, the Company may by resolution passed at a general meeting increase the minimum number of Directors or increase or reduce the maximum number of Directors.

Until the Company resolves otherwise in accordance with clause 54.1 there will be:

a minimum of three Directors; and

a maximum of 10 Directors.

Subject to any resolution of the Members determining the maximum and minimum numbers of Directors, the Directors may from time to time determine the respective numbers of Executive and Non-Executive Directors.

The Directors and Secretary in office on the date this Constitution becomes effective, continue in office subject to this Constitution.

Qualification

Neither a Director nor an Alternate Director has to hold any Shares.

In addition to the circumstances which disqualify a person from managing a corporation according to the Corporations Act, no person who has been an insolvent under administration within the previous five years is eligible to become a Director.

A Director (and an Alternate Director when acting as a Director) is entitled to notice of all general meetings and meetings of the holders of any class of Shares.

Power to remove and appoint

The Company may, subject to the Corporations Act, by resolution passed in general meeting:

remove any Director before the end of the Director’s term of office; and

if the outgoing Director is a Non-Executive Director, elect another person to replace the Director.

A person appointed under clause 56.1 will hold office for the remainder of the term for which the Director replaced would have held office if the Director had not been removed.

Subject to the provisions of this Constitution, the Company may appoint a person as a Director by resolution passed in general meeting.

A Director appointed or elected at a general meeting is taken to have been appointed or elected with effect from immediately after the end of that general meeting unless the resolution by which the Director was appointed or elected specifies a different time.

If the conduct or position of any Director is such that continuance in office appears to the majority of the Directors to be prejudicial to the interests of the Company, a majority of Directors at a meeting of the Directors specifically called for that purpose may suspend that Director.

A suspended Director may not take any part in the business or affairs of the Company until the suspension has been terminated.

Within 14 days of suspension of Director, the Directors must call a general meeting, at which the Members may consider a motion to remove the Director from office in accordance with clause 56.1(a).

If a motion to remove a suspended Director from office is not carried at the general meeting called to consider the matter, the suspension of the Director is terminated and the Director is reinstated in his or her office.

Additional and casual Directors

Subject to clause 54, only the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors.

Unless the Director is an Executive Director and the ASX Listing Rules do not require that Director to be subject to retirement as set out in this clause, a Director appointed under clause 57.1 will hold office until the end of the next annual general meeting of the Company, at which the Director may be re-elected but he or she will not be taken into account in determining the number of Directors who must retire by rotation at the meeting in accordance with clause 58.1.

Retirement by rotation

At the close of each annual general meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not more than one-third of the Directors, must retire.

The Directors to retire by rotation at an annual general meeting are those Directors who have been longest in office since their last election.

Directors elected on the same day may agree among themselves or determine by lot which of them must retire.

Subject to clause 75.8, a Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected, even if his or her retirement results in more than one-third of all Directors retiring from office.

A retiring Director remains in office until the end of the meeting and will be eligible for re-election at the meeting.

Nomination of Director

A person, other than a Director retiring under clause 57.2 or under clause 58.1 who seeks re-election, is not eligible for election as a Director at a general meeting unless:

the person is proposed as a candidate by at least 50 Members or Members holding between them at least 5% of the votes that may be cast at a general meeting of the Company; and

the proposing Member leaves a notice at the Company’s registered office which nominates the candidate for the office of Director and includes the signed consent of the candidate.

A notice given in accordance with clause 59.1 must be left at the Company’s registered office not less than 35 Business Days before the relevant general meeting.

Vacation of office

ceases to be a Director by virtue of the Corporations Act;

is prohibited by the Corporations Act from holding office or continuing as a Director;

is liable to pay a call but does not pay the call within 21days after the date on which it is payable;

is prohibited from holding or is removed from the office of Director by an order made under the Corporations Act;

becomes bankrupt or makes any general arrangement or composition with his or her creditors;

cannot fully participate in the management of the Company because of his or her mental incapacity or is a person whose estate is liable to have a person appointed, under the law relating to the administration of estates of persons who through mental or physical infirmity are incapable of managing their affairs, to administer it, or becomes in the opinion of the Directors incapable of performing his or her duties;

resigns from his or her office of Director by notice in writing to the Company;

is removed by a resolution of the Company; or

is resident in Australia and not being engaged abroad on the business of the Company, is absent from Directors’ meetings for three consecutive months without leave of absence from the Directors.

Remuneration of Non-Executive Directors

Subject to the ASX Listing Rules, the Directors as a whole (other than Executive Directors) may be paid or provided remuneration for their services the total amount or value of which must not exceed an aggregate maximum of $500,000 per annum or such other maximum amount determined from time to time by the Company in general meeting.

The notice calling a general meeting at which it is proposed that Members approve an increase of the aggregate maximum sum must state the amount of the increase and the aggregate maximum sum, and any other matters required by the ASX Listing Rules.

Subject to the ASX Listing Rules, the aggregate maximum sum will be divided among the Non-Executive Directors in such proportion and manner as the Directors agree and, in default of agreement, equally and shall be deemed to accrue from day to day.

Non-Executive Directors may not be paid a commission on or a percentage of profits or operating revenue.

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, the Company may pay or provide the Director remuneration determined by the Directors which may be either in addition to or instead of the Director’s remuneration under clause 61.1. No remuneration may be paid or provided under this clause 61.5 if the effect would be to exceed the aggregate maximum sum of Directors’ remuneration determined by the Company in general meeting.

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 of the Company or otherwise in connection with the Company’s business.

The Company may also pay a premium for a contract insuring a person who is or has been a Non-Executive Director against liability incurred by the person as a Director, except in circumstances prohibited by the Corporations Act.

Shares and/or Options may be provided to Non-Executive Directors as part of or in lieu of their remuneration under clauses 61.3 and 61.4 according to the rules of any share/option plan for the remuneration of Non-Executive Directors that may be introduced by the Company. For the purposes of clause 61.1, the value of any Shares or Options provided will be determined according to the rules of the share/option plan.

Remuneration of Executive Directors

The remuneration of an Executive Director may from time to time be fixed by the Directors. The remuneration may be by way of salary or commission or participation in profits or by all or any of these modes but may not be by commission on, or a percentage of, operating revenue.

The Company may reimburse an Executive Director for his or her expenses properly incurred as a Director or in the course of his or her office.

Except in circumstances prohibited by the Corporations Act, the Company may pay a premium for a contract insuring a person who is or has been an Executive Director against liability incurred by the person as a Director.

Retirement benefits

Directors to manage Company

The business of the Company is managed by or under the direction of the Directors who may exercise all powers of the Company that this Constitution, the Corporations Act or the ASX Listing Rules do not require to be exercised by the Company in general meeting.

Without limiting the generality of clause 64.1, the Directors may exercise all the powers of the Company to:

borrow money;

charge any property or business of the Company or all or any of its uncalled capital;

issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person; and

guarantee or to become liable for the payment of money or the performance of any obligation by or of any other person.

Directors’ meetings

Any Director may call a meeting of the Directors.

A Directors’ meeting must be called by not less than 48 hours notice of a meeting to each Director, unless the Directors unanimously agree otherwise. The notice may be in writing or given using any technology consented to by all the Directors.

An accidental omission to send a notice of a meeting of Directors to any Director or the non-receipt of such a notice by any Director does not invalidate the proceedings, or any resolution passed, at the meeting.

Subject to the Corporations Act, a Directors’ meeting may be held by the Directors communicating with each other by any technological means consented to by all the Directors. The consent may be a standing one.

The Directors need not all be physically present in the same place for a Directors’ meeting to be held.

A Director who participates in a meeting held in accordance with clause 65.4 is taken to be present and entitled to vote at the meeting.

A Director can only withdraw his or her consent under clause 65.4 to the means of communication between Directors proposed for a Directors’ meeting if the Director does so at least 48 hours before the meeting.

Clause 65.4 applies to meetings of Directors’ committees as if all committee members were Directors.

The Directors may meet together, adjourn and regulate their meetings as they think fit.

A quorum for meetings of Directors may be fixed by the Directors and unless so fixed, is three Directors present. The quorum must be present at all times during the meeting.

Where a quorum cannot be established for the consideration of a particular matter at a meeting of Directors, one or more of the Directors may call a general meeting of Members to deal with the matter.

Decisions

Questions arising at a meeting of Directors are to be decided by a majority of votes of the Directors present and voting and, subject to the Corporations Act, each Director has one vote.

In the case of an equality of votes, the chairperson does not have a second or casting vote in addition to his or her deliberative vote.

An Alternate Director has one vote for each Director for whom he or she is an alternate. If an Alternate Director is a Director, he or she also has a vote as a Director.

Directors’ interests

As required by the Corporations Act, a Director must give the Directors notice of any material personal interest in a matter that relates to the affairs of the Company.

Subject to the provisions of this clause 67, a Director or a body or entity in which a Director has a direct or indirect interest may:

enter into any agreement or arrangement with the Company;

hold any office or place of profit other than as auditor in the Company; and

act in a professional capacity other than as auditor for the Company,

The fact that a Director holds office as a director, and has fiduciary obligations arising out of that office:

will not void or render voidable a contract made by a Director with the Company;

will not void or render voidable a contract or arrangement entered into by or on behalf of the Company and in which the Director may have any interest; and

will not require the Director to account to the Company for any profit realised by or under any contract or arrangement entered into by or on behalf of the Company and in which the Director may have any interest.

A Director may be or become a director or other officer of, or otherwise be interested in:

any related body corporate of the company; or

any other body corporate promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise,

A Director who has a material personal interest in a matter that is being considered at a Directors’ meeting must not:

be present while the matter is being considered at the meeting; or

vote on the matter,

be counted in determining whether or not a quorum is present at any meeting of Directors considering that contract or arrangement or proposed contract or arrangement;

sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and

vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.

A Director must give to the Company such information about the Shares or other securities in the Company in which the Director has a relevant interest and at the times that the Secretary requires, to enable the Company to comply with any disclosure obligations it has under the Corporations Act or the ASX Listing Rules.

Alternate Directors

A Director may, with the approval of the Directors, appoint any person as his or her alternate.

An Alternate Director is entitled to notice of Directors’ meetings while he or she is acting in that capacity and, if the appointor is not present at a meeting, is entitled to attend, be counted in a quorum and vote as a Director.

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

The provisions of this Constitution which apply to Directors also apply to Alternate Directors, except that Alternate Directors are not entitled in that capacity to any remuneration from the Company.

The appointment of an Alternate Director may be revoked at any time by the appointor or by the other Directors.

An Alternate Director’s appointment ends automatically when his or her appointor ceases to be a Director.

Any appointment or revocation under this clause must be effected by written notice delivered to the Secretary.

An Alternate Director does not have an interest in a contract or arrangement or a material personal interest in a matter by reason only of the fact that his or her appointor has such an interest.

Remaining Directors

The Directors may act even if there are vacancies on the board.

If the number of Directors is not sufficient to constitute a quorum at a Directors’ meeting, the Director or Directors may act only to:

appoint a Director or Directors; or

call a general meeting.

Chairperson

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

If no chairperson is elected or if the chairperson is not present at any Directors’ meeting within 10 minutes after the time appointed for the meeting to begin, the Directors present must elect a Director to be chairperson of the meeting.

The Directors may elect a Director as deputy chairperson to act as chairperson in the chairperson’s absence.

Delegation

The Directors may delegate any of their powers, other than those which by law must be dealt with by the Directors as a board, to a committee or committees.

The Directors may at any time revoke any delegation of power under clause 71.1.

At least one member of each committee of Directors must be a Director.

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

Meetings of any committee of Directors 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, except that a quorum for committee meetings is two committee members. The provisions apply as if each member was a Director.

Written resolutions

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 set out in the document, then a resolution in those terms is taken to have been passed by the Directors without a meeting. The resolution is passed when the last Director signs.

For the purposes of clause 72.1, separate copies of a document may be used for signing by the Directors if the wording of the resolution and statement is identical in each copy.

Any document referred to in this clause may be in the form of a facsimile transmission or electronic notification.

If a resolution is taken to have been passed in accordance with this clause 72, the minutes must record that fact.

This clause 72 applies to meetings of Directors’ committees as if all members of the committee were Directors.

Any document referred to in this clause 72 must be sent to every Director who is entitled to vote on the resolution.

Validity of acts of Directors

An act done by a Director is effective even if their appointment, or the continuance of their appointment, is invalid because the Company or Director did not comply with this Constitution or any provision of the Corporations Act.

Clause 73.1 does not deal with the question whether an effective act by a director:

binds the company in its dealings with other people; or

makes the company liable to another person.

Minutes

The Directors must cause minutes to be made of:

the names of the Directors present at all Directors’ meetings and meetings of Directors’ committees;

all proceedings and resolutions of general meetings, Directors’ meetings and meetings of Directors’ committees;

all resolutions passed in accordance with clause 72;

appointments of officers, but only if the Directors resolve that a minute of the appointment should be made; and

all disclosures of interests made in accordance with the Corporations Act.

Minutes must be signed by the chairperson of the meeting or by the chairperson of the next meeting, and if so signed will be conclusive evidence of the matters stated in such minutes.

Appointment

The Directors may appoint a Director to the office of Managing Director on such terms as they think fit.

The Directors may appoint a Director to any other full-time or substantially full-time executive position in the Company on such terms as they think fit.

A Director appointed under clauses 75.1 or 75.2, and a Director (however appointed) occupying for the time being a full-time or substantially full-time executive position in the Company or a related body corporate of the Company, is referred to in this Constitution as an Executive Director.

The Directors may, subject to the terms of the Executive Director’s employment contract, suspend, remove or dismiss him or her from executive office and appoint another Director in that place.

If an Executive Director ceases to be a Director, his or her appointment as an Executive Director terminates automatically.

If an Executive Director ceases to hold an executive office in the Company, then, unless the Directors resolve otherwise, he or she also ceases to be a Director from the same date.

If an Executive Director is suspended from executive office of the Company or of a related body corporate of the Company, his or her duties and obligations as Director are suspended for the same period.

A Managing Director is not subject to retirement by rotation and is not to be taken into account in determining the rotation of retirement of Directors. Any other Executive Directors are subject to retirement by rotation.

Powers of Executive Directors

The Directors may confer on an Executive Director any powers exercisable by the Directors, subject to any terms and restrictions determined by the Directors.

The Directors may authorise an Executive Director to sub-delegate all or any of the powers vested in him or her.

Any power conferred under this clause may be concurrent with but not to the exclusion of the Directors’ powers.

The Directors may at any time withdraw or vary any of the powers conferred on an Executive Director.

General

The Directors may provide for the management and transaction of the affairs of the Company in any place and in such manner as they think fit.

Without limiting clause 77.1, the Directors may:

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

delegate to any person appointed under clause 77.2(a) any of the powers, authorities and discretions which may be exercised by the Directors under this Constitution,

The Directors may at any time revoke or vary any delegation under this clause 77.

Appointment of attorneys and agents

The Directors may from time to time by resolution or power of attorney appoint any person to be the attorney or agent of the Company:

for the purposes;

with the powers, authorities and discretions (not exceeding those exercisable by the Directors under this Constitution);

for the period; and

subject to the conditions,

An appointment by the Directors of an attorney or agent of the Company may be made in favour of:

any member of any local board established under this Constitution;

any company;

the members, directors, nominees or managers of any company or firm; or

any fluctuating body of persons whether nominated directly or indirectly by the Directors.

A power of attorney may contain such provisions for the protection and convenience of persons dealing with an attorney as the Directors think fit.

An attorney or agent appointed under this clause 78 may be authorised by the Directors to sub-delegate all or any of the powers authorities and discretions for the time being vested in it.

Secretary

There must be at least one Secretary of the Company appointed by the Directors on conditions determined by them.

The Secretary is entitled to attend all Directors’ and general meetings.

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

Common Seal

the Directors must provide for the safe custody of the Seal;

it must not be used except with the authority of the Directors or a Directors’ committee authorised to permit use of the Seal;

every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Secretary or another person appointed by the Directors to countersign the document; and

the Directors may determine by resolution either generally or in any particular case that the signature of any Director or the Secretary to a document to which the Seal or a duplicate seal or certificate seal is affixed may be a facsimile applied to the document by specified mechanical means.

Duplicate Seal

must be a facsimile of the Seal with the addition on its face of the words Duplicate Seal; and

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

Share Seal

may be affixed to Share, option or other certificates;

must be a facsimile of the Seal with the addition on its face of the words Share Seal; and

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

Times for inspection

Except as otherwise required by the Corporations Act, the Directors may determine whether and to what extent, and at what times and places and under what conditions, the financial records and other documents of the Company or any of them will be open for inspection by Members other than Directors.

A Member other than a Director does not have the right to inspect any financial records or other documents of the Company unless the Member is authorised to do so by a court order or a resolution of the Directors.

Notwithstanding clauses 83.1 and 83.2, the books of the Company containing the minutes of general meetings will be kept at the Company’s registered office and will be open to inspection of Members at all times when the office is required to be open to the public.

Dividends

declare a dividend and may fix the amount, the time for and method of payment; or

determine a dividend is payable and fix the amount and the time for and method of payment.

Amend resolution to pay dividend

No interest

Reserves

The Directors may set aside out of profits such amounts by way of reserves as they think appropriate before declaring a dividend or determining to pay a dividend.

The Directors may apply the reserves for any purpose for which profits may be properly applied.

Pending any application of the reserves, the Directors may invest or use the reserves in the business of the Company or in other investments as they think fit.

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

Dividend entitlement

Subject to the rights of persons (if any) entitled to Shares with special rights as to dividends:

all fully paid Shares on which any dividend is declared or paid, are entitled to participate in that dividend equally; and

each partly paid Shares is entitled to a fraction of the dividend declared or paid on a fully paid Share of the same class, equivalent to the proportion which the amount paid (not credited) on the Share bears to the total amounts paid and payable, whether or not called, (excluding amounts credited) on the Share.

An amount paid on a Share in advance of a call is not to be taken as paid for the purposes of clause 88.1.

Unless otherwise determined by the Directors, Shares rank for dividends from their date of allotment.

Subject to the Corporations Act and the CS Facility Rules, a transfer of Shares registered after the record date notified to ASX for determining entitlements to a dividend paid or payable in respect of the transferred Shares, does not pass the right to that dividend.

Restricted securities

Deductions from dividends

Distribution of assets

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

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

deal with the difficulty as they consider expedient;

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

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

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

If a transfer or 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 transfer or distribution of specific assets.

Payment

Any dividend or other money payable in respect of Shares may be paid:

by cheque sent through the mail directed to:

by 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

by an address which the Member has, or joint holders have, in writing notified the Company as the address to which dividends should be sent;

by electronic funds transfer to an account with a bank or other financial institution nominated by the Member and acceptable to the Company; or

by any other means determined by the Directors.

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

Election to reinvest dividend

establish a plan under which Members or any class of Members may elect to reinvest cash dividends paid by the Company by subscribing for Shares;

vary, suspend or terminate the arrangements established under clause 93(a).

Election to accept Shares in lieu of dividend

The Directors may resolve, in respect of any dividend which it is proposed to pay on any Shares, that holders of those Shares may elect to:

forego their right to share in the proposed dividend or part of the proposed dividend; and

instead receive an issue of Shares credited as fully paid.

If the Directors resolve to allow the election provided for in clause 94.1, each holder of Shares conferring a right to share in the proposed dividend may, by notice in writing to the Company given in such form and within such period as the Directors may decide, elect to:

forego the dividend which otherwise would have been paid to the holder on such of the holder’s Shares conferring a right to share in the proposed dividend as the holder specifies in the notice of election; and

receive instead Shares to be issued to the holder credited as fully paid, on and subject to such terms and conditions as the Directors may determine.

Following the receipt of duly completed notices of election under clause 94.1(b), the Directors must:

appropriate from the Company’s profits or any reserve available for distribution to Members an amount equal to the aggregate issue price (if any) of the Shares to be issued credited as fully paid to those holders of Shares who have given such notices of election; and

apply the amount (if any) in paying up in full the number of Shares required to be so issued.

The Directors may rescind, vary or suspend a resolution of the Directors made under clause 94.1 and the arrangements implemented under the resolution.

The powers given to the Directors by this clause 94 are additional to the provisions for capitalisation of profits provided for by this Constitution. If the Directors exercise their power to capitalise profits under clause 96 then any Member who has elected to participate in arrangements established under this clause 94 is deemed, for the purpose of determining the Member’s entitlement to share in the capitalised sum, not to have so elected.

Unclaimed dividends

Capitalisation of profits

The Directors may resolve:

to capitalise any sum being the Company’s profits or any reserve available for distribution to Members; and

that:

no Shares be issued and no amounts unpaid on Shares be paid up on capitalisation of the sum; or

the sum be applied in any of the ways mentioned in clause 96.2 for the benefit of Members in the proportions in which the members would have been entitled if the sum had been distributed by way of Dividend.

The ways in which a sum may be applied for the benefit of Members under clause 96.1(b)(ii) are:

in paying up any amounts unpaid on Shares held or to be held by Members;

in paying up in full unissued Shares or debentures to be issued to Members as fully paid; or

partly as mentioned in clause 96.2(a) and partly as mentioned in clause 96.2(b).

To the extent necessary to adjust the rights of the Members among themselves, the Directors may:

make cash payments in cases where Shares or debentures become issuable in fractions; and

authorise any person to make, on behalf of all the Members entitled to a benefit on the capitalisation, an agreement with the Company providing for:

the issue to them, credited as fully paid up, of any such further Shares or debentures; or

the payment by the Company on their behalf of the amount or any part of the amount remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised,

Service of notices

Notice may be given by the Company to any person who is entitled to notice under this Constitution by:

serving it on the person;

sending it by post, courier, facsimile transmission or electronic notification 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 to the person; or

(except in the case of a notice of meeting of Members which is required to be given individually to each Member entitled to vote at the meeting and to each Director), advertising in one or more newspapers published in the city of Melbourne as determined by the Directors.