Constitution of reslia (Australia) Limited

Adopted by resolution of the members on 01 June 2024

1. Definitions

In this constitution:

1. Alternate director shall mean a person appointed to serve as an alternate director under this constitution.
2. Bankruptcy Act shall mean The Bankruptcy Act 1966 (Cth).
3. Board shall mean the current board of directors of the company.
4. CEO shall mean a director who is appointed as the managing director and chief executive officer under this constitution.
5. Corporate representative shall mean a person designated under the Corporations Act to represent a body corporate member at a meeting of members or at general meetings of members.
6. Corporations Act shall mean The Corporations Act 2001 (Cth).
7. Director shall mean a person who is currently a director of the company, which may include an alternate director. The term “directors” refers to some or all of the directors acting collectively as the board.
8. Executive director shall mean a director appointed to hold an executive role under this constitution.
9. Member shall mean in relation to a meeting of members or a specific class of members, a person who is a registered shareholder at the record time for that meeting.
10. Member present shall mean in relation to a meeting of members or a specific class of members, a member who:
    1. (a) is present at the meeting in person, by corporate representative, by proxy, or by attorney;
    2. (b) attends the meeting remotely using technology or electronic participation methods under rule 62; or
    3. (c) has validly submitted a direct vote for the general meeting under rule 76.
11. Record time shall mean:
    1. (a) for a meeting where the person calling the meeting has determined under the Corporations Act that shares will be considered held by those registered as holders at a specific time before the meeting, that time; and
    2. (b) for any other meeting, 48 hours before the scheduled meeting.
12. Register shall mean the register of members of the company as required by the Corporations Act, which may include any branch register, if applicable.
13. Share shall mean a share in the company’s capital.
14. Transmission event is defined in rule 120.
15. URL shall mean the web address that indicates where a specific file can be accessed on the internet.

2. Interpretations

In this constitution:

1. (a) a reference to an uncertificated share, or a share held in uncertificated form, refers to a share title that can be transferred and registered through a system established under the Corporations Act, allowing the transfer and registration of securities without the need for a written instrument.
2. (b) a reference, whether explicit or implied, to any legislation in any jurisdiction shall encompass:
   1. (i) the specific legislation as it may be amended, extended, or applied by or under the authority of any subsequent legislation, regardless of whether such legislation was enacted before or after the date on which this constitution was adopted;
   2. (ii) any subsequent legislation that re-enacts, with or without modifications, the original legislation or its provisions; and
   3. (iii) any subordinate legislation, including regulations, rules, or other forms of delegated legislation, enacted either before or after the adoption of this constitution under the authority of the aforementioned legislation.
3. (c) references to persons or entities are intended to include not only natural persons (individuals) but also bodies corporate, partnerships, trusts, and any unincorporated associations of persons, whether they are formal or informal groupings.
4. (d) references to individuals or natural persons shall also extend to encompass their estates, legal representatives, and personal representatives, including executors, administrators, and any other individuals who act on behalf of the estate of the individual.
5. (e) a reference to a rule is a reference to a rule contained within this constitution, and any such reference should be interpreted as applying to the rules outlined within the governing documents of the company.
6. (f) a reference to writing includes any form of communication or representation of words in a visible form, whether in physical or electronic format, such as printed documents, emails, and other similar forms of communication.
7. (g) singular terms include the plural form, and vice versa, unless the context dictates otherwise. Therefore, the use of a singular term should be interpreted as encompassing the plural and the use of the plural as encompassing the singular.
8. (h) a word of any gender includes the corresponding terms in any other gender, thereby ensuring that references to masculine, feminine, or neuter terms are interchangeable as appropriate to the context.
9. (i) if a word is defined, other grammatical forms of that word, such as verb, adjective, or adverb forms, shall have a corresponding meaning based on the definition provided, thereby maintaining consistency across the constitution.
10. (j) general words should not be interpreted in a restrictive or limited sense merely because they are followed by particular examples. The general words should be understood to include other possibilities that are consistent with the intended scope of the general term.
11. (k) the headings in this constitution are provided for convenience only and do not influence the interpretation of the constitution. They should not be taken into account when determining the meaning or intent of any provision within the constitution.

3. Exclusion of replaceable rules

The replaceable rules outlined in the Corporations Act shall not apply to the company, except to the extent that they are specifically repeated or incorporated by reference within the provisions of this constitution.

4. References to Corporations Act terms

In this constitution, unless the context clearly indicates otherwise, any term or expression used in a rule that addresses the same subject matter as a provision of the Corporations Act shall, for the purposes of that rule, have the same meaning ascribed to it under the relevant provision of the Corporations Act, as if it were being applied within the framework of that legislation.

5. References to Bankruptcy Act terms

In this constitution, unless the context clearly indicates otherwise, any term or expression used in a rule that addresses the same subject matter as a provision of the Bankruptcy Act shall, for the purposes of that rule, have the same meaning ascribed to it under the relevant provision of the Bankruptcy Act, as if it were being applied within the framework of that legislation.

6. Schedules forming part of the Constitution

The schedules, if any, attached hereto are an integral part of this constitution and, unless the context requires otherwise, any reference to a ‘schedule’ within this constitution shall be deemed to refer to one of the schedules appended to and forming part of this constitution.

7. Severability of provisions

If any provision of this constitution is found to be illegal, invalid, or unenforceable in any jurisdiction, such illegality, invalidity, or unenforceability will not affect the validity, legality, or enforceability of the remaining provisions of this constitution within that jurisdiction. Furthermore, it will not impact the validity, legality, or enforceability of that provision or any other provision of this constitution in any other jurisdiction.

8. Jurisdiction for disputes

The courts that have jurisdiction in the state of Victoria shall have non-exclusive jurisdiction to resolve any dispute arising out of or in connection with this constitution. Each member hereby irrevocably submits to the jurisdiction of those courts and agrees to be bound by any decisions or rulings made by them in relation to such disputes.

9. Powers and duties of the board of directors

The management of the company’s business and affairs shall be vested in the board of directors, which shall have the authority to exercise all of the powers of the company, except for those powers that are specifically required by the Corporations Act or by this constitution to be exercised by the company in general meeting. This includes, but is not limited to, the power of the company to borrow or raise funds, issue debentures, create charges over any or all of the company’s business or assets and to provide security for any debt, liability, or obligation, whether incurred by the company itself or by any other person. The board may:

1. (a) delegate any of its powers, authorities, and discretions to a committee of the board, which may consist of one or more directors, to a single director, or to any other person. Such delegation may be made to the extent, by the means (including through the use of a power of attorney), and on the terms and conditions that the board, in its discretion, considers appropriate or necessary;
2. (b) authorise any person or committee to whom powers, authorities, and discretions have been delegated to further delegate some or all of those powers, authorities, and discretions to other individuals or entities, subject to any limitations or conditions the board deems appropriate; and
3. (c) at any time, in whole or in part, revoke any delegation made under this rule, or modify the terms and conditions of such delegation, in the exercise of its discretion.

10. Regulation of committee proceedings

A committee to which any powers, authorities, and discretions have been delegated under rule 9 must exercise those powers, authorities, and discretions strictly in accordance with the terms and conditions of the delegation, as well as any additional regulations or guidelines that may be imposed by the board on that committee. The proceedings of any committee of the board must be conducted in accordance with the regulations set by the board, and, in the absence of any specific regulations, the proceedings shall be governed by the relevant rules and procedures outlined in this constitution that apply to the board’s own proceedings.

11. Convening and conducting board meetings

The board may convene meetings to attend to the company’s business and, in its discretion, may adjourn those meetings or regulate their proceedings in any manner it deems appropriate. The board has the authority to determine the manner in which its meetings are conducted, including setting the agenda and other procedural matters, as it sees fit. A board meeting at which a quorum of directors is present shall be considered valid and competent to exercise all of the powers, authorities, and discretions that are vested in the board, or that the board is otherwise entitled to exercise at that time.

12. Request for board meeting

A director may, at any time, and the secretary must, upon the written request of a director, convene a meeting of the board. The notice of a board meeting must clearly specify the time, place, and any technology to be used for the meeting (if applicable), ensuring that all directors and relevant parties are aware of the logistical details in advance.

13. Notice of board meeting

Notice of a board meeting must be provided to each director, except for any director who is on a leave of absence that has been approved by the board. Additionally, notice must be given to each alternate director. Such notice may be delivered by any of the means outlined in rule 155. A director or alternate director may, at their discretion, waive the right to receive notice of any board meeting by formally notifying the company of this waiver either before the meeting takes place or within 7 days following the meeting.

14. Waiver of notice by directors

A director or alternate director who attends any board meeting, whether in person or by any other means, is deemed to have waived any objection they may have regarding any failure to properly give notice of that meeting. Additionally, any accidental failure to give notice of a board meeting to, or the non-receipt of notice by, any person who is entitled to receive such notice, shall not invalidate the proceedings of that meeting or the validity of any resolutions passed during that meeting, provided that such failure does not materially affect the conduct of the meeting.

15. Quorum and participation in board meetings

The board may hold meetings as long as there are enough directors present to constitute a quorum, provided that those directors are able to participate in the meeting, whether directly in person, by telephone, or through any other means of communication that allows each director:

1. (a) to hear, or otherwise receive real-time communications from, every other director participating in the meeting; and
2. (b) to address, or otherwise communicate in real-time with, all other directors participating in the meeting simultaneously.

This arrangement applies even if the directors are not physically present in the same location. A board meeting conducted in this manner shall be deemed to take place at the location where the chairman of the meeting is physically present, or at such other location where at least one director is physically present for the duration of the meeting, as the chairman may determine.

Any director participating in the meeting by telephone or other communication methods will be considered to be present in person at the meeting. Furthermore, all directors participating in the meeting in this way will, unless otherwise explicitly stated, be deemed to have consented to the meeting being held via the relevant electronic means.

16. Director’s proxy appointment for board meetings

A director may appoint another director as their proxy to participate in and vote at a board meeting on their behalf. Such an appointment must be made in writing and signed by the director granting the proxy. The proxy appointment can either be a general authorisation for any board meeting or limited to one or more specific meetings, depending on the director’s instructions.

17. Quorum for board meetings

Unless the board decides otherwise, a quorum for a board meeting shall consist of two directors who are present and entitled to vote on any resolution that may be proposed during the meeting.

18. Election of chairman and deputy chairman

The board has the authority to elect one of its members to serve as chairman of the board and may also determine the duration for which the individual elected to that office will hold the position. Similarly, the board may elect a deputy chairman from among its members and establish the period during which the deputy chairman will hold that office. The board retains the right to replace the chairman or deputy chairman at any time by electing another member of the board to assume the respective office.

19. Appointment of chairman for board meetings

If the board has elected a chairman, that person will have the right to preside over board meetings. In the absence of an elected chairman, or if the elected chairman is not present within 15 minutes of the scheduled start time, or if the chairman is unable or unwilling to perform their duties for all or part of the meeting, the following procedure will apply to appoint a chairman for the meeting (or for the relevant portion of the meeting):

1. (a) first, the deputy chairman, if one has been elected by the board, will assume the role of chairman, provided they are present, willing, and able to do so; and
2. (b) if the deputy chairman is unavailable or unable to act, the remaining directors present will select a chairman from among themselves. If only one director remains, that director will automatically assume the role, as long as they are willing and able to act as chairman.

20. Resolution voting procedures

A resolution of the board is deemed passed if the number of votes in favour exceeds the number of votes against it, provided that the directors present are entitled to vote on the resolution. In the event of a tie, where the votes for and against the resolution are equal, and at least two directors are present and eligible to vote, the chairman of the meeting shall have a casting vote. However, this casting vote is only applicable if the chairman is entitled to vote on the resolution; if the chairman is not entitled to vote, the tie will remain unresolved.

21. Voting entitlement of alternate directors and proxies

A person attending a meeting of directors in the capacity of an alternate director or as a proxy for another director is entitled to one vote for each director they represent, provided that the director they are representing would be entitled to vote if present at the meeting. Additionally, if the person is also a director, they shall have one vote in their own capacity as a director, separate from any votes they may cast as an alternate director or proxy.

22. Resolutions without a formal meeting

The board may pass a resolution without convening a formal meeting if the following conditions are met:

1. (a) written notice of the proposed resolution is provided to each director (excluding any director on an approved leave of absence) and to each alternate director appointed by a director on such leave, through any of the methods outlined in rule 155;
2. (b) a two-thirds majority of the directors who are entitled to vote on the resolution, including any alternate directors to whom notice is required under rule 22(a), give their assent to the resolution in accordance with the procedures specified in rule 23; and
3. (c) the directors or alternate directors who have assented to the resolution would have formed a quorum had the resolution been considered at an actual board meeting.

The resolution is considered passed once the final director required to meet the majority has provided their assent, as outlined in rule 23.

23. Indication of assent to a resolution

For the purposes of rule 22, a director or alternate director indicates their assent to a resolution in one of the following ways:

1. (a) by signing a copy of the document containing the resolution and delivering it to the company in accordance with the procedures set out in rule 157; or
2. (b) by providing the company with a written notice, addressed to the secretary or chairman of the board, which identifies the resolution, specifies its terms, and confirms that the director or alternate director assents to the resolution.

24. Validity of actions despite appointment issues

Any actions taken at a meeting of the board or a committee of the board, or through a written resolution of the board or committee, as well as any actions carried out by someone acting as a director or committee member, will remain valid even if it is later discovered that there was a flaw in the appointment of any board or committee member, or of the person acting in such a role. Similarly, such actions will not be invalidated if it is found that the individual was disqualified or not entitled to vote, as long as the board, committee, or person involved was unaware of such circumstances at the time the action was taken.

25. Minimum and maximum number of directors

The company must have a minimum of three (3) directors (excluding alternate directors). The maximum number of directors (also excluding alternate directors) is set at eight (8), unless a different number is approved by the company in a general meeting through a resolution.

26. Board actions when director numbers fall below minimum

Even in the event of a vacancy in the office of director, the board may still exercise its powers. However, if the number of directors falls below the minimum specified in rule 25, the board is limited to acting only for the purposes of:

1. (a) filling vacancies to meet the minimum required number of directors,
2. (b) calling a general meeting, or
3. (c) addressing an emergency situation.

27. Appointment of directors by the board

The board has the authority to appoint any individual as a director at any time, as long as the total number of directors does not exceed the maximum number set in accordance with rule 25.

28. Appointment or reappointment of directors by members

Unless otherwise specified in rule 29, the company may, by way of a resolution passed at a general meeting, appoint or reappoint a person as a director, ensuring that the total number of directors does not exceed the maximum limit established under rule 25.

29. Conditions for election of directors

A person may not be elected as a director at a general meeting unless one of the following conditions is met:

1. (a) the individual is eligible to stand for election or re-election at that meeting in accordance with rule 31;
2. (b) the person has been nominated by the board for election at that meeting; or
3. (c) at least 45 days prior to the meeting (or, in the case of a meeting requested by members under the Corporations Act, at least 30 days before the meeting), a member has submitted a notice to the company. This notice must be signed by the member, indicating their intention to nominate the person for election, along with a separate notice signed by the nominee, confirming their consent to the nomination and agreeing to serve as a director if elected.

30. Director re-election requirement

Subject to the provisions of rule 32, no director may remain in office for a continuous period exceeding three years without being re-elected.

31. Retirement and re-election of directors

Subject to rule 52, at each annual general meeting of the company, any director who is required to retire under the provisions of rule 30 must do so, but remains eligible to stand for re-election as a director at that meeting.

32. CEO appointment and exemption from director rules

One CEO, as appointed by the board, is not subject to the provisions of rule 30, including the requirement for retirement under that rule. If the board appoints multiple CEOs, the managing director who is subject to rule 32 must be specifically nominated by the board.

33. Continuing office of retiring directors

A retiring director continues to hold office until the end of the meeting at which they retire. The election or re-election of a person as a director at a general meeting becomes effective at the conclusion of that meeting.

34. Cessation of director’s office

A director will cease to hold office in the circumstances specified in rule 52 or if any of the following occurs:

1. (a) the director resigns by submitting written notice to the company;
2. (b) the director is removed from office through a resolution in accordance with the Corporations Act;
3. (c) the director becomes disqualified from holding office or from managing a corporation under the Corporations Act;
4. (d) the director fails to attend board meetings, either in person, by proxy, or through an alternate director, for a continuous period of 3 months without prior approval of the board;
5. (e) the director is deemed of unsound mind or their assets are subject to legal action under mental health laws;
6. (f) the director becomes bankrupt or insolvent.

35. Appointment of alternate directors

Subject to the provisions of the Corporations Act, a director may appoint an alternate director by giving written notice to the company. The alternate director must be approved by a majority of the other directors, and the appointment may be for any duration as determined by the appointing director. The appointment may be revoked at any time by the appointing director through written notice to the company, even if the agreed appointment period has not yet expired. The appointment of an alternate director will automatically terminate if the appointing director ceases to hold office.

An alternate director:

1. (a) is entitled to receive notice of all board meetings and, in the absence of the appointing director, may attend, participate, and vote in their place;
2. (b) may exercise all the powers of the appointing director, except the power to appoint another alternate director. In addition, and subject to the Corporations Act, the alternate director may perform all the appointing director’s duties, provided the appointing director has not already carried them out; and
3. (c) acts as an officer of the company while serving as an alternate director, and is not considered the agent of the appointing director. The alternate director is fully responsible for their own actions and omissions, independent of the appointing director.

36. Director share ownership requirements

The board has the authority to establish any share ownership requirements, if any, for directors, and may allow these requirements to be met through the holding of shares via a personal superannuation fund.

37. Director remuneration and fees

The company may pay directors for their services such amounts as the board determines, provided that the total fees paid in any financial year does not exceed the limit set by the company in a general meeting for this purpose. Any fees paid under this rule are separate from, and in addition to, any other compensation or benefits a director may receive under other provisions of this constitution, and such additional remuneration or benefits are not included in the director’s fees for the purposes of this rule.

38. Director fees settlement options

Any fees payable to a director under rule 37 may be settled in cash or in another form as agreed between the company and the director, including, but not limited to, contributions to a superannuation fund on the director’s behalf. If part of the fees is provided in a non-cash form, the board has the authority to decide how to determine the value of the non-cash portion.

39. Remuneration for additional or special services

Where a director is requested by the board to perform additional or special services for the company, the company may provide remuneration or other benefits to that director, as determined by the board, taking into account the value of the additional or special services rendered to the company.

40. Director reimbursement for expenses

A director may be reimbursed by the company for reasonable expenses, including travel, accommodation, and other costs, that are properly incurred while attending board meetings, committee meetings, general meetings, or carrying out other duties related to the company’s business.

41. Retirement benefits for directors

Subject to the provisions of the Corporations Act, the company may pay a retirement benefit to a former director, or to the personal representative of a director who passes away while in office, as determined by the board, in recognition of the director’s past services. Additionally, the company may enter into a contract with a director outlining the terms for such a benefit.

42. Incentive schemes for directors

Subject to the provisions of the Corporations Act, the company may create and maintain any share, option, or other incentive scheme for the benefit of its directors, or in which directors are eligible to participate, and may provide directors with benefits under such schemes.

43. Remuneration of alternate directors

An alternate director is not entitled to receive any form of remuneration or payment from the company for their services. However, the alternate director is entitled to reimbursement for any reasonable expenses they incur in relation to their duties. This includes travel, accommodation, and other expenses that are reasonably incurred when travelling to, attending, and returning from board meetings or committee meetings where the appointing director is not present. These expenses must be appropriately documented and deemed necessary for the performance of the alternate director’s responsibilities.

44. Director disclosure of interests

Each director is required to disclose their interests to the company in compliance with the provisions set out in the Corporations Act. This includes any personal, financial, or other interests that may conflict with their duties as a director, and must be done in the manner and timeframe specified by the Corporations Act.

45. Director’s activities not liable for personal benefits

Notwithstanding the fiduciary duties associated with the office of director, and subject to compliance with rule 44, a director may, without being held liable to the company or any related body corporate for any personal or indirect benefits gained, engage in the following activities. These actions will not affect the validity of any contracts or arrangements:

1. (a) accept any office or role within the company or any related body corporate, other than the position of auditor;
2. (b) hold any office or role in any other company, body corporate, trust, or entity that is promoted by the company or any of its related entities, or in which the company or any related body corporate has any interest;
3. (c) enter into any agreements or arrangements with the company or any related body corporate;
4. (d) participate in or be involved with any association, trust, fund, or scheme for current or former employees, directors, or persons connected with the company or its affiliates;
5. (e) provide professional services, or be a member of a firm offering professional services, to the company or any related body corporate, excluding the role of auditor.

46. Director’s material personal interest in matters

Where a director has a material personal interest in a matter being considered at a board meeting, the director is required to leave the meeting during the discussion of that matter and must not participate in the vote on it. However, this restriction does not apply if the Corporations Act provides an exception that permits the director to be present or to vote on the matter.

47. Participation of interested director in board meetings

Subject to rule 46, if a director has an interest in a particular matter, the director may still:

1. (a) be counted as part of the quorum at a board meeting where that matter is being discussed and may participate in the discussion and vote on that matter, despite the director’s interest; and
2. (b) sign or be involved in the execution of any documents related to that matter, on behalf of the company or any related body corporate.

48. Appointment of CEO or executive directors

The board has the authority to appoint one or more directors to the position of CEO or any other executive role within the company, for such duration and under such terms as the board deems appropriate. This appointment may be revoked or terminated at any time by the board, without affecting any rights the director may have under a service contract with the company. The person appointed as CEO or in any other executive role may be referred to by any title that the board chooses to assign.

49. Powers and discretions of CEO and executive directors

The board has the authority to grant a CEO or an executive director any powers, authorities, and discretions that are typically exercisable by the board, as the directors deem appropriate. These powers may be conferred on such terms, conditions, and with any restrictions that the directors decide. The board also retains the right to withdraw, modify, or change any powers that have been granted to the CEO or executive director at any time.

50. Remuneration of CEO or executive directors

The board has the authority to determine the remuneration of a CEO or an executive director, which may be structured in various ways, including as a salary, commission, bonus, participation in profits, or a combination of these compensation methods.

51. Termination of CEO or executive director employment

Without affecting any potential claim for breach of a service contract between the CEO or executive director and the company, the employment of a CEO or executive director will automatically terminate if they cease to be a director, unless the board decides otherwise.

52. Loss of director status upon termination of employment

Unless the board decides differently, a CEO or executive director who is employed by the company or a related body corporate will lose their position as a director if their employment is terminated, regardless of the reason for termination.

53. Appointment and termination of company secretaries

The company is required to have at least one secretary, who must be appointed by the board. The board has the discretion to appoint additional secretaries or assistant secretaries as needed. Each secretary or assistant secretary will hold office on the terms and conditions, with the powers and responsibilities, determined by the board. The board may also decide the remuneration to be paid to the secretary or assistant secretary. Furthermore, the board has the authority to terminate the appointment of a secretary or assistant secretary at any time.

54. Calling of general meetings

The board has the authority to call and arrange a general meeting of the company whenever it deems necessary. However, the board must convene a general meeting if required to do so under the provisions of the Corporations Act. No member of the company is permitted to call a general meeting, unless specifically allowed under the Corporations Act.

55. Notice of general meetings

Notice of a general meeting must be provided in compliance with both the Corporations Act and the provisions of this constitution. In addition, the notice may be given in such form and manner as the directors determine.

Except where the Corporations Act specifies otherwise, no business may be conducted at a general meeting unless the general nature of the business has been clearly outlined in the notice calling the meeting.

56. Notice requirements for general meetings

Notice of a general meeting must be provided to each person who, at the time the notice is issued, is a member, director, or auditor of the company, or who is entitled to attend and vote at the meeting due to a transmission event, unless that person formally waives their right to receive notice by providing written notice to the company.

A person may receive notice of any general meeting via publication on the company’s website. If a person waives their right to receive notice of a general meeting by submitting written notice to the company, they will be deemed to have agreed to receive the notice through this online publication method.

57. Effect of failure to receive notice of general meeting

By attending any general meeting, a person waives any objection they may have regarding any failure to receive notice or any other irregularity in the notice of that meeting, unless they raise such an objection at the beginning of the meeting. Furthermore, the accidental failure to give notice of a general meeting to, or the non-receipt of notice by, any person entitled to receive it, will not invalidate the proceedings of the meeting or any resolutions passed during the meeting.

58. Authority to alter, postpone, or cancel general meetings

Subject to rule 59 and the provisions of the Corporations Act, the board has the authority to alter the location of a general meeting, change the technology to be used for the meeting, or postpone or cancel the meeting altogether. Any such changes must be communicated by publishing them on the company’s website.

59. Limitations on postponement or cancellation of meetings

Rule 58 does not grant the board the authority to postpone or cancel a meeting that has been convened in accordance with the Corporations Act by a single director, by members, by the board at the request of members, or by a court, unless the director, members, or the court (as applicable) have provided their written consent to the postponement or cancellation.

60. Conduct of business at postponed general meetings

Where a general meeting is postponed, only the business originally outlined in the notice convening the meeting may be conducted at the rescheduled meeting.

61. Chairman’s authority to ensure orderly conduct and safety of the meeting

The chairman of a general meeting has the authority to take any action they deem necessary to ensure the orderly conduct of the meeting and to maintain the safety of those in attendance, including:

1. (a) requesting that only members attend the meeting and inviting any non-member to speak at the meeting when appropriate;
2. (b) refusing entry to, or directing any person to leave and remain outside the meeting if they:
   1. (i) are not entitled to attend the meeting under the Corporations Act or this constitution;
   2. (ii) are carrying any audio or visual recording or broadcasting device, placard, banner, or any item that the chairman deems dangerous, offensive, or likely to cause disruption;
   3. (iii) refuse to allow inspection of any article or its contents that they are carrying;
   4. (iv) engage in or threaten to engage in any dangerous, offensive, or disruptive behaviour;
   5. (v) fail to comply with the reasonable directions of the chairman.

In cases where the chairman determines there is insufficient space for all members who wish to attend the meeting, they may arrange for some members to observe or participate in the meeting from a separate room. While these members may not be able to participate directly in the meeting’s proceedings, the meeting will still be considered valid as if it were conducted solely in the main room.

62. Conducting a general meeting using technology

The directors have the authority to determine that a general meeting of members may be conducted using any form of technology that allows members as a whole a reasonable opportunity to participate. This could include electronic means (with or without physical attendance) or connecting multiple meeting locations via technology. In the case that a general meeting is to be held with the assistance of technology:

1. (a) the directors may set regulations, rules, and procedures for the conduct of the meeting; and
2. (b) the directors can communicate these rules and procedures, or provide instructions on how they can be accessed, by publishing them on the company’s website.

If technical difficulties arise before or during the meeting that may significantly impact the ability of members, who are not in the main physical location of the meeting, to participate, the chairman may:

1. (a) adjourn the meeting until the issue is resolved; or
2. (b) continue the meeting at the main physical location (and any other locations connected via technology) and proceed with the business. No member shall have grounds to object to the meeting proceeding under these circumstances.

The inability of one or more members to access, or to continue accessing, any electronic participation facility will not affect the validity of the meeting or the business conducted, as long as a sufficient number of members can still participate to form a quorum. Nothing in this rule, or rule 68, shall limit the powers that the chairman holds under applicable law.

63. Quorum definition and member eligibility for voting

A quorum for a general meeting consists of three members who are present and eligible to vote on a resolution at the meeting.

64. Quorum requirements for general meetings

No business may be conducted at a general meeting, except for the election of the chairman or the adjournment of the meeting, unless a quorum is present when the meeting begins to consider the item. If a quorum is present when the first item of business is addressed, the meeting may proceed to the next item, with the assumption that a quorum remains, unless the chairman (either on their own or at the request of a member) declares otherwise.

65. Consequences of not having a quorum at the start of a meeting

If a quorum is not present within 30 minutes of the scheduled start time for a general meeting:

1. (a) if the meeting was convened by a director or at the request of members, the meeting will be dissolved; and
2. (b) in all other cases, the meeting will be adjourned to the same day and time in the following week, at the same location (or to another time, date, and place as determined by the directors present). If applicable, the same technology or electronic means will be used unless the directors decide otherwise. If a quorum is still not present within 30 minutes after the start time of the adjourned meeting, the meeting will be dissolved.

66. Selection of a chairman for a general meeting

If the board has appointed one of its directors as chairman, that individual will preside over a general meeting. However, if no chairman has been appointed, or if the chairman is absent for more than 15 minutes after the scheduled start time of the general meeting, or is unable or unwilling to act as chairman for all or part of the meeting, a new chairman will be selected from the following order of precedence:

1. (a) firstly, if a deputy chairman has been elected by the board, the deputy chairman will preside, provided they are present, willing, and able to act as chairman;
2. (b) secondly, if no deputy chairman is available, another director present may be chosen by a majority of the directors attending, or, if only one other director is present, that director will automatically assume the role, provided they are willing and able to act as chairman;
3. (c) thirdly, if no directors are available, a member of the company present at the meeting may be chosen by a majority of the members present, provided they are willing and able to act as chairman.

67. Chairman vacating the chair and appointment of an acting chairman

The chairman of the meeting may, at any time during the meeting, vacate the chair for a specific item of business or part of the meeting and appoint another individual to act as Acting Chairman. In cases where a proxy has been appointed naming the chairman to act on behalf of the member for part of the meeting, the proxy will be considered as appointing the Acting Chairman for the relevant part of the proceedings.

68. Chairman’s powers and responsibilities during the meeting

Subject to the provisions of the Corporations Act, the chairman of a general meeting has the following powers and responsibilities:

1. (a) Control of the Meeting: The chairman has overall responsibility for the general conduct of the meeting and the procedures to be followed during the meeting.
2. (b) Setting Procedures: The chairman may establish any procedures that they deem necessary or desirable for the proper and orderly conduct of the meeting, including setting time limits for members wishing to speak on any motion or item of business.
3. (c) Termination of Debate: The chairman has the authority to end discussion or debate on any matter at their discretion, and may make rulings without the need to put the matter to a vote, whenever they believe it is necessary to ensure the proper conduct of the meeting.
4. (d) Adjournment: The chairman may adjourn the consideration of any matter, whether ongoing or remaining to be discussed, to a later time during the same meeting.
5. (e) Withholding Resolutions: The chairman may choose not to put a resolution to the meeting if they believe it is appropriate, provided the resolution is not one that has been proposed by members under section 249N of the Corporations Act or is otherwise required to be presented under the Corporations Act.
6. (f) Voting Procedures: The chairman may require specific procedures to be followed for the proper and orderly casting or recording of votes at the meeting, which may include appointing scrutineers to oversee the process.

Any decision made by the chairman under this rule shall be final and binding, and no member may challenge or dispute the chairman’s ruling.

69. Conditions for amending resolutions at a general meeting

An amendment to a resolution proposed at a general meeting may only be made under the following conditions:

1. (a) Amendment to a Resolution in the Notice: If the amendment relates to a resolution already included in the notice of meeting, the amendment will only be considered if:
   1. (i) Prior Notice of Amendment: The company receives notice of the proposed amendment and a copy of the amended resolution at least 48 hours before the scheduled time of the meeting, or
   2. (ii) Chairman’s Discretion: The chairman of the meeting, at their absolute discretion, permits the amendment to be considered and voted on during the meeting.
2. (b) Amendment Not in the Notice: If the amendment is not related to a resolution set out in the notice of meeting, the chairman of the meeting may, at their absolute discretion, allow the amendment to be considered and voted on.

It is important to note that the requirement for prior notice under 69(a)(i) or any other provision does not limit the chairman’s authority to reject an amendment or rule it out of order. The chairman’s decision on whether a proposed amendment may be considered is final and cannot be appealed.

70. Chairman’s authority to adjourn or suspend meeting proceedings

The chairman of a general meeting has the authority to take the following actions during the meeting:

1. (a) Adjourn the Meeting: The chairman may adjourn the meeting to a specific day, time, and place as they determine. After the adjournment, only the unfinished business from the original meeting may be transacted.
2. (b) Suspend Proceedings: The chairman may suspend the proceedings of the meeting for such periods as they deem necessary, particularly to allow for the taking or determination of any poll. This suspension does not constitute an adjournment. During any period of suspension, no business may be transacted, and no discussions may take place, unless the chairman permits otherwise.

The chairman has the discretion to postpone a general meeting, whether or not a quorum is present, before the meeting has commenced, if they consider that any of the following circumstances exist at the time and place appointed for the meeting:

1. (a) there is insufficient space to accommodate the number of members who wish to attend the meeting;
2. (b) postponement is necessary due to disruptive behaviour by persons present or for any other reason that would prevent the business of the meeting from being properly conducted; or
3. (c) the technology or electronic participation facilities being used for the meeting under rule 62 are not functioning properly.

If a meeting is postponed under this rule, the chairman will set a new time and place for the meeting, which may be on the same day or at another time. The new time and place will be considered as the official meeting location and time, as though it were initially specified in the notice calling the meeting. Additionally, the postponed meeting may be held using different technology than originally planned.

71. Chairman’s discretion to postpone a general meeting

Only the chairman of a general meeting has the authority to postpone or adjourn the meeting. No other person, including members, may request or direct the chairman to postpone or adjourn the meeting. Members are also not entitled to propose a motion to postpone or adjourn the meeting, unless the chairman determines that such a motion should be put to a vote.

72. Notice requirements for postponed or adjourned meetings

If a general meeting is postponed or adjourned, notice of the change must be published on the company’s website (unless the postponement or adjournment is for less than 2 hours). No further notice is required to be given to any person unless the meeting is postponed or adjourned for a period of 30 days or more.

In cases of a postponement or adjournment, the board may, through publication on the company’s website, change the date, cancel the meeting, alter the location, or modify the technology to be used for the postponed or adjourned meeting.

If the meeting is postponed or adjourned for 30 days or more, a new notice must be issued, following the same procedure as the original notice, and provided to members in the same manner.

73. Directors right to attend and speak at general meetings

The directors have the right to attend and speak at any general meeting of the company.

74. Voting and resolution procedures at general meetings

Subject to compliance with the provisions of the Corporations Act, a resolution is considered to be passed if the majority of votes cast by members present at the meeting are in favour of the resolution. In the event that there is an equal number of votes for and against a resolution, the chairman of the meeting does not have the right to cast a deciding vote to break the tie. Matters will be resolved by a poll in the following circumstances:

1. (i) if the matter is a resolution outlined in the notice of meeting provided to members in accordance with rules 54–60; or
2. (ii) if the chairman determines, in their discretion, that it is appropriate for the matter to be decided by poll.

75. Conducting a poll at a general meeting

If a poll is conducted, the following conditions apply:

1. (a) the poll must be conducted at the time and location specified by the chairman of the meeting;
2. (b) the poll must be carried out in the manner determined by the chairman;
3. (c) the result of the poll, as announced by the chairman, will be considered the resolution of the meeting at which the poll was conducted;
4. (d) the conduct of the poll does not suspend the meeting or prevent the continuation of other business, except for the specific matter on which the poll was requested.

76. Direct voting by members in general meetings

The board may decide that a member entitled to attend and vote at a general meeting may cast their vote without being physically present at the meeting, by submitting their voting intentions directly to the company via post, email, or any other electronic means approved by the board. If the board makes such a determination for a specific general meeting:

1. (a) the board may establish rules regarding the method by which a direct vote can be cast, the conditions under which a direct vote will be considered valid, and any other relevant matters related to the process of exercising direct votes at that meeting as the directors deem appropriate; and
2. (b) any direct vote submitted by a member, in accordance with these rules, will be treated as if the vote was cast by the member at the meeting.

If a valid direct vote has been submitted before the meeting, the member’s later attendance or participation at the meeting will override the direct vote, unless the member instructs the company, or the company’s share registry, to retain the direct vote.

77. Voting rights of members

Subject to the provisions of this constitution and any rights or restrictions attached to any class or classes of shares, the voting rights of members are as follows:

1. (a) on a poll, each member present is entitled to one vote for each fully paid share held by the member as of the record time; and
2. (b) if the board has established an alternative method for members to cast and record votes on any resolution to be considered at a general meeting, each member with the right to vote on that resolution is entitled to one vote for each fully paid share held by the member as of the record time.

78. Voting rights for joint holders

If a share is held jointly by multiple holders and more than one of the joint holders votes in relation to that share, only the vote of the joint holder whose name is listed first in the Register for that share will be considered valid.

79. Voting rights for members of unsound mind or under mental health law

If a member is of unsound mind or their assets are subject to management under mental health law, any person legally authorised to manage the member’s estate may exercise the member’s rights in relation to a general meeting, as though they were the member themselves.

80. Voting rights for persons acquiring shares due to transmission events

A person who acquires a share due to a transmission event may vote at a general meeting in relation to that share as though they were the registered holder at the record time, provided that the board has determined, at least 48 hours before the meeting, that the person is entitled to the share. Once this determination is made, the vote cast by the entitled person will be accepted, and any vote cast by the registered holder of the share will be disregarded by the company.

81. Prohibition on voting by ineligible members

A member is not entitled to vote on any resolution at a general meeting if the Corporations Act or any provision of this constitution prohibits them from doing so. The company must disregard any vote cast in violation of this rule, whether by the member themselves or by a corporate representative, proxy, or attorney acting on the member’s behalf.

82. Objections to entitlement to attend or vote

An objection to a person’s entitlement to attend or vote at a general meeting or an adjourned meeting:

1. (a) may only be made during that meeting or adjourned meeting; and
2. (b) must be brought to the chairman’s attention, whose ruling on the objection will be final.

If the chairman overrules an objection to a person’s right to vote, the vote cast by that person shall be deemed valid for all purposes.

83. Methods for casting votes at general meetings

Subject to the provisions of this constitution, each member who is entitled to vote at a general meeting has the right to cast their vote in one of the following ways:

1. (a) By attending the meeting: A member may attend the meeting in person and cast their vote directly. In the case of a member that is a body corporate, the vote may be cast by the body corporate’s appointed corporate representative, who is authorised to attend the meeting and vote on behalf of the body corporate.
2. (b) By appointing a proxy or attorney: A member may appoint up to two proxies or attorneys to attend the meeting and vote on their behalf.

A corporate representative, proxy, or attorney need not be a member of the company to be eligible to vote on behalf of a member, though they must be duly appointed in accordance with the company’s rules and relevant legal provisions.

84. Chairman’s right to request evidence from corporate representatives

The chairman of a meeting has the right to request that any person claiming to be a corporate representative provide satisfactory evidence of their valid appointment as such. If the requested evidence is not provided at the meeting, the chairman may still allow the person to exercise the powers of a corporate representative, but may impose a condition on their ability to vote. Specifically, the chairman may require that the person submit the requested evidence within a specified time frame following the conclusion of the meeting.

If the chairman attaches this condition to the exercise of voting rights, the condition may be waived by the relevant member, provided that they give notice in writing to the company before the deadline set by the chairman.

85. Methods for appointment of proxies

The appointment of a proxy for a general meeting must be made in one of the following ways:

1. (a) in the form approved by the board for that specific meeting, which must be provided to members by the company or on its behalf; or
2. (b) in any other form that complies with the requirements of the Corporations Act.

86. Execution and validation of proxy appointments

The appointment of a proxy for a general meeting must be:

1. (a) executed by the member appointing the proxy, either by the member’s own signature or by a duly authorised agent. If the member is a body corporate, the appointment must be executed in accordance with the Corporations Act or signed by an authorised officer or agent of the body corporate; or
2. (b) validated or confirmed by the member in a manner approved by the board, as specified in the notice of the meeting, or in any other manner permitted by the Corporations Act.

87. Proxy appointment without named proxy

If the name or office of the proxy is not specified in a proxy appointment, then the proxy appointed under that appointment will be:

1. (a) in the case of a proxy appointment made using a form provided by or on behalf of the company, the person identified in the form as the default proxy to be appointed if the member does not specify a proxy; or
2. (b) in all other cases, the chairman of the meeting.

88. Deadline for submission of proxy appointments

To ensure a proxy appointment is effective, subject to rule 89:

1. (a) for a general meeting, the company must receive the proxy appointment, along with any relevant authority documents (such as an original or certified copy of the power under which the appointment was signed, executed, or authenticated), at least 48 hours before the meeting is scheduled to begin; and
2. (b) for an adjourned general meeting, the company must receive the proxy appointment and associated documents at least 24 hours before the meeting resumes.

A proxy document will be considered received by the company if it is submitted via any method or delivered to any location as outlined in the Corporations Act for receiving proxy materials.

89. Return of incomplete proxy appointments

If the company receives a proxy appointment within the prescribed period outlined in rule 88(a) (for a general meeting) or rule 88(b) (for an adjourned meeting), and the board determines that the appointment has not been properly completed, signed, executed, or authenticated, or is otherwise incomplete (other than for the omission of the name or office of the proxy), the board may, at its discretion, return the proxy appointment to the member who made the appointment. In such cases, the board may request that the member:

1. (a) take the necessary actions to properly complete, sign, execute, or authenticate the proxy appointment, as directed by the board; and
2. (b) return the corrected or completed proxy appointment to the company within a timeframe specified by the board, ensuring that it complies with the requirements set out in rule 89(a).

Provided the proxy appointment is returned in accordance with these instructions and received within the applicable deadlines, it will be considered valid and effective for the purposes of the meeting.

90. Requirements for attorneys to exercise voting rights

An attorney acting on behalf of a member may not attend or exercise any of the member’s rights at a general meeting unless the company receives the necessary documents within the following timeframes:

1. (a) for a general meeting, the company must receive the original or a certified copy of the power of attorney, along with an original or certified copy of any authority under which the power of attorney was signed or executed, at least 48 hours before the time scheduled for the meeting; or
2. (b) for an adjourned general meeting, the company must receive the required documents at least 24 hours before the time scheduled for the resumption of the adjourned meeting.

For the purposes of this rule, a document is deemed to have been received by the company if it is delivered via any of the methods specified in the Corporations Act for the submission of proxy documents.

91. Rights of corporate representatives, proxies, and attorneys

Subject to rules 92–97, and unless the terms of appointment for a corporate representative, proxy, or attorney specify otherwise, the corporate representative, proxy, or attorney has the following rights:

1. (a) the same rights to speak, demand a poll, join in demanding a poll, or act generally at the meeting as the appointing member would have had if the member were present at the meeting;
2. (b) the authority to vote on any amendment to a proposed resolution, any motion to prevent the proposed resolutions from being put, any similar motion, or any procedural resolution, including those related to the election of a chairman or the adjournment of the meeting; and
3. (c) the right to attend and vote at any postponed or adjourned meeting, unless the appointing member provides written notice to the company to the contrary at least 48 hours before the scheduled time of the postponed or adjourned meeting.

This rule applies regardless of whether the terms of the corporate representative, proxy, or attorney’s appointment refer to specific resolutions or a particular meeting scheduled for a specific time.

92. Validity of votes cast by proxies or attorneys

Subject to the Corporations Act and this constitution, a vote cast by a person acting as proxy or attorney at a general meeting is valid under the following circumstances:

1. (a) Share Transfer: The vote remains valid even if the shares in respect of which the proxy or attorney has been appointed are transferred, provided that the transfer has not been registered or given effect to before the record time for the meeting;
2. (b) Transmission Event: The vote remains valid despite the occurrence of a transmission event affecting the member who appointed the proxy or attorney, unless the board has determined, under rule 81, that someone other than the appointing member is entitled to the share; and
3. (c) Revocation of Appointment: The vote remains valid even if the appointment of the proxy or attorney, or the authority under which the proxy or attorney was appointed by a third party, is revoked, unless the company receives written notice of such revocation at least 48 hours prior to the start or resumption of the meeting (or at least 24 hours prior to the resumption of an adjourned meeting).

93. Revocation of proxy or attorney appointment due to member’s attendance

The appointment of a proxy or attorney is not automatically revoked if the appointing member attends a general meeting in person or by corporate representative. However, the proxy or attorney is not permitted to speak or vote at the meeting while the appointing member is present.

94. Voting rights of multiple proxies or attorneys

If a member appoints two proxies or attorneys to vote at the same general meeting:

1. (a) if the appointment does not clearly specify how the member’s votes are to be distributed between the proxies or attorneys, the votes will be divided equally, with each proxy or attorney entitled to exercise 50% of the member’s total votes;
2. (b) in the case of a vote by show of hands, if more than one proxy or attorney is present, neither will be eligible to vote on the show of hands;
3. (c) when a vote is taken by poll, each proxy or attorney may only exercise votes in relation to the specific shares or voting rights they are authorised to represent, and they cannot combine or exercise votes on behalf of the other proxy or attorney.

95. Priority of corporate representatives at general meetings

If a member has appointed more than one corporate representative, and the company has not received notice of revocation of any such appointment, then at a general meeting:

1. (a) a corporate representative appointed specifically for that meeting will have the right to act in preference to any corporate representative whose appointment is a standing appointment (i.e., one that applies to multiple meetings);
2. (b) subject to any specific provisions in this constitution, the corporate representative who was most recently appointed for that meeting will have priority and may act to the exclusion of any corporate representative appointed earlier.

96. Priority of proxies and attorneys for same meeting

If the company receives notice of the appointment of a proxy or attorney in accordance with this constitution, and as a result, more than two proxies or attorneys are entitled to act at a general meeting, then the following rules will apply in determining which proxies or attorneys may act at the meeting:

1. (a) a proxy or attorney specifically appointed for that particular meeting will have priority over any proxy or attorney whose appointment is a standing appointment (i.e., valid for multiple meetings); and
2. (b) subject to any specific provisions in this constitution, the proxies or attorneys whose appointments are received by the company most recently will have priority and may act at the meeting.

87. Chairman’s request for proof of appointment

The chairman of a meeting may request any person acting as a corporate representative, proxy, or attorney to provide satisfactory proof that they have been properly appointed to represent the relevant member. If the person fails to provide such proof to the chairman’s satisfaction, the chairman may exclude that person from attending the meeting or exercising any voting rights at the meeting.

98. Board’s authority over share capital management

Subject to the Corporations Act, this constitution, and any rights attached to any class of shares, the board has the authority to issue, allot, grant options over, cancel, or otherwise manage or dispose of shares. The board may do so to any persons, at any times, and on such terms and conditions, including the consideration to be paid, as they deem appropriate.

99. Amendment or restructuring of share capital

In accordance with the Corporations Act, this constitution, and any specific rights attached to any class of shares, the company is authorised to exercise the powers available under the Corporations Act to amend or restructure its share capital. Such actions may include, but are not limited to:

1. (a) reducing or buying back its share capital in whole or in part;
2. (b) subdividing or consolidating the company’s shares or any class of shares; or
3. (c) converting or reclassifying shares from one class to another, whether by altering the rights attached to those shares or by creating new classes of shares.

The board has the discretion to take any steps or actions deemed necessary or desirable to give effect to any resolution passed by the company to alter its share capital, including the preparation and execution of any documents or filings required under the Corporations Act.

100. Issuance and conversion of preference shares

Subject to rule 101, the company has the authority to issue preference shares, and may also convert or reclassify any existing shares into preference shares. This includes the ability to issue preference shares that are either redeemable or convertible into ordinary shares. Additionally, the company may provide for the redemption or conversion of preference shares into ordinary shares, either at the option of the company or at the option of the holder, in accordance with the terms and conditions determined by the board.

101. Conditions for issuing preference shares

The company may not issue preference shares unless the rights attached to those shares are specified in a Schedule, or unless such rights have been approved by the members in accordance with the Corporations Act.

102. Amendment of rights of share classes

Whenever the company’s share capital is divided into different classes of shares:

1. (a) the rights attached to any class of shares may be amended or varied in accordance with the terms governing those rights. If no such terms are specified, the rights may be altered either with the written consent of the holders of 75% of the issued shares of that class, or through a special resolution passed at a separate meeting of the holders of that class of shares; and
2. (b) the provisions of this constitution regarding the convening, proceedings, voting, and representation at general meetings apply to each separate meeting of the holders of any class of shares, subject to the following exceptions:
   1. (i) the quorum for a meeting of holders of a particular class of shares is two persons who hold shares of that class, present in person, by corporate representative, by proxy, or by attorney;
   2. (ii) a poll may be demanded by any holder of shares of the class, present in person, by corporate representative, by proxy, or by attorney; and
   3. (iii) on a poll, each holder of shares of the class is entitled to one vote for each share they hold in that class.

103. Alteration of share rights

The rights attached to any class of shares are not considered to be altered by the issuance or creation of additional shares that rank equally with them, unless the terms of issue for the shares of that class explicitly provide otherwise.

104. Joint shareholders and survivorship

The company shall not be required to register more than three individuals as joint holders of any share. Where two or more persons are registered as the holders of a share, they shall hold the share as joint tenants, with the right of survivorship.

105. Trustee and claim recognition

Unless required by law, the company:

1. (a) is not obliged to acknowledge or recognise any person as a trustee of a share, even if it has been made aware of the existence of a trust in relation to that share; and
2. (b) is not required to acknowledge or be bound by any claim, right, or interest in a share other than the legal ownership of that share by the registered holder, even if the company has received notice of such a claim or interest.

106. Uncertificated shares

To allow for more flexible and efficient management of shareholdings not represented by physical certificates, the directors may allow any class of shares to be held in uncertificated form and may take all necessary or desirable actions to facilitate the holding and transfer of such shares in uncertificated form. For shares held in uncertificated form, the company:

1. (a) is not required to issue share certificates but must provide each holder of uncertificated shares with all relevant statements regarding their holdings; and
2. (b) is only required to provide one copy of such a statement for shares that are jointly held by multiple holders.

107. Issuance and management of share certificates

If the company is mandated by the Corporations Act to issue certificates for shares, or if the board decides to do so for any class of shares, the company:

1. (a) must issue certificates that comply with the requirements of the Corporations Act and in a format determined by the board;
2. (b) may cancel any certificates issued previously and may reissue certificates to replace those that are lost, damaged, or destroyed, as the board sees fit; and
3. (c) is only obligated to issue a single certificate for shares held jointly by multiple holders.

108. Transfer of shares

Subject to the provisions of this constitution, a share in the company may be transferred:

1. (a) through a written instrument of transfer in a form that is either the usual form or one approved by the board, and which complies with applicable legal requirements. Such an instrument of transfer must:
   1. (i) be signed by or on behalf of both the transferor and the transferee, unless the transfer pertains solely to fully paid shares, in which case the board may resolve that the transferee’s signature is not necessary; or
   2. (ii) constitute a valid transfer of the share under the Corporations Act, whether as a single document or through multiple documents that together form an effective transfer; or
2. (b) by any other method of transfer that is authorised under the Corporations Act.

109. Requirements for share transfer instrument

A written instrument of transfer used to transfer a share in accordance with rule 108 must meet the following requirements:

1. (a) be duly stamped, if required by applicable law;
2. (b) be lodged for registration at the company’s registered office, or at such other location where the Register is maintained; and
3. (c) be accompanied by any documentation or information the board deems necessary to verify the transferor’s right to make the transfer and to confirm the proper execution of the transfer.

110. Registration of share transfers

Subject to the powers vested in the board under rules 111 and 112, if the company receives a transfer that complies with the requirements set out in rule 108, and, where applicable, rule 109, the company must register the transferee as the holder of the shares specified in the transfer.

111. Refusal of share transfer

The board is required to reject a share transfer if:

1. (a) the Corporations Act or any other applicable legislation, including laws related to stamp duty, necessitates such a refusal; or
2. (b) any specific provision of this constitution dictates that the transfer should not be registered.

112. Discretionary refusal of share transfer

The board has the discretion to refuse to register a transfer of shares if any of the following circumstances apply:

1. (a) registering the transfer would contravene the laws of any state or territory in Australia, or if doing so would violate a court order;
2. (b) the transfer does not meet the required formalities or is not in a registrable form;
3. (c) registering the transfer would result in a new shareholding that, at the time the transfer is received, is less than a marketable parcel of shares; or
4. (d) the refusal is permitted under the Corporations Act or the terms under which the shares were originally issued.

113. Notification of transfer rejection

If the board decides to reject a share transfer, it is required to notify the following persons or entities in writing within ten Business Days of receiving the transfer:

1. (a) the current registered holder of the shares;
2. (b) the transferee as indicated on the transfer document; and
3. (c) any broker who submitted the transfer, if applicable.

The notice must outline the reasons for the refusal. If the company fails to issue this notice within the specified timeframe, it does not invalidate the board’s decision to refuse the transfer, but the board may still be required to provide an explanation upon request.

114. Retention of transferor’s status until registration

Unless otherwise required by law, the transferor of a share will remain the registered holder of that share until the transfer is formally registered by the company, and the name of the transferee is recorded in the company’s Register as the new holder of the share.

115. No fee for share transfer registration

The company shall not impose any fee for registering the transfer of shares.

116. Retention of registered transfer instruments

The company must retain each instrument of transfer that is registered for the duration required by any applicable laws or regulations.

117. Compliance with corporations and bankruptcy acts

The provisions of rules 118–122 are subject to the requirements of the Corporations Act and the Bankruptcy Act as applicable.

118. Transmission of shares upon member’s death

In the event of a member’s death, the company will recognise only the following persons as having any title to or interest in the deceased member’s shares:

1. (a) if the member was a joint holder, the surviving joint holder(s); and
2. (b) if the member was a sole holder or the only surviving holder, the personal representative of the deceased member.

119. Rights of personal representatives on deceased’s shares

A personal representative who is entitled to shares under rule 118(b), upon providing the board with the necessary information to verify their entitlement, shall have the same rights as the deceased member in relation to those shares. This entitlement is granted regardless of whether the personal representative is formally registered as the holder of the shares.

120. Transmission of shares due to certain events

Subject to rule 122, if a person becomes entitled to a share as a result of any of the following events (each a “Transmission event”):

1. (a) the death of a member;
2. (b) the bankruptcy of a member;
3. (c) a member becoming of unsound mind or becoming a person whose assets are subject to legal proceedings under mental health law;
4. (d) the dissolution or deregistration of a member that is a body corporate;
5. (e) the succession of another body corporate to the assets and liabilities of a member that is a body corporate; or
6. (f) any other event that causes the transmission of the share by operation of law,

then that person may, in accordance with rule 121, elect either to be registered as the holder of the share or to nominate another person to be registered as the holder of the share.

121. Election for registration of transmission event shares

A person who makes an election under rule 120 must:

1. (a) submit the election by notice in writing to the company;
2. (b) provide any evidence required by the board to establish that person’s entitlement to the share; and
3. (c) in the case of an election to nominate another person as the registered holder of the share, execute a transfer of the share to the nominated person or take such other actions as the directors may require to facilitate the registration of that person as the holder of the share.

The provisions of this constitution governing the transfer of shares shall apply to any transfer made under this rule as if the transfer were being executed by the person from whom the person making the election derives their entitlement to the share, and as if the event giving rise to the transmission of the share had not occurred.

122. Effect of transmission event on share transfer

The directors may, notwithstanding having notice of a Transmission event, proceed with registering or giving effect to a transfer of a share that was executed prior to the occurrence of the transmission event.

123. Declaration and payment of dividends

Subject to the Corporations Act, this constitution, and any rights or restrictions attached to any class or classes of shares:

1. (a) the board may ensure the payment of any dividend required under the terms of issue of any share;
2. (b) the board may declare any other interim or final dividend it deems justified by the company’s financial position, and may determine that a dividend be paid on shares of one class but not another, or at different rates for different classes of shares;
3. (c) if the board decides to pay a dividend, it may set the amount of the dividend, the record date for determining entitlements to the dividend, and the timing and method of dividend payment; and
4. (d) the board may revoke its decision to pay a dividend if, at any time before payment, it determines that the dividend is no longer warranted by the company’s financial position or that rescinding the decision is otherwise in the best interests of the company.

124. Payment of dividends to registered holders

Subject to the provisions of this constitution, a dividend in respect of a share shall be payable to the person who is registered as the holder of that share as follows:

1. (a) if the board has established a specific time for determining entitlements to the dividend, then the dividend shall be payable to the person who is registered as the holder of the share at that designated time; and
2. (b) in all other circumstances, the dividend shall be payable to the registered holder of the share on the date the dividend is actually paid.

In addition, the provisions set forth in rules 146–152 shall apply to the payment of any dividend.

125. No interest payable on dividends

The company shall not be required to pay any interest on a dividend.

126. Dividend payment through specific assets

In deciding to pay a dividend, the board may resolve that the dividend be fulfilled, either in whole or in part, through the distribution of specific assets. These assets may include fully paid shares or other securities, whether of the company itself or of any other corporate entity, and may be allocated either to all members or to designated individuals. The applicable provisions outlined in rules 133 and 134 shall govern any such asset distribution.

127. Dividend reinvestment option for members

When deciding to pay a dividend, the board may choose to offer members entitled to the dividend the option to forgo all or part of the dividend in exchange for new shares, which will be credited as fully paid, on such terms as the directors deem appropriate. If the board makes this determination, it may, at any time before the issuance of the new shares, withdraw the option to receive shares and instead pay the dividend in cash. This decision can be made either before or after any member has made an election regarding that dividend.

128. Dividend reinvestment plan

The board may establish a plan on such terms and conditions as the directors consider appropriate, allowing members participating in the plan to elect to apply all or part of a dividend payable by the company towards subscribing for or otherwise acquiring shares or other securities in the company or a related body corporate. If the board establishes such a plan, it may also determine which members are eligible to participate and has the authority to amend, suspend, or terminate the plan at any time.

129. Creation and use of reserves

The board may, at its discretion, set aside from the company’s profits such amounts as it deems appropriate to create a reserve, which may be applied for any purpose for which the company’s profits may be lawfully used. The board may also choose to appropriate any amount previously set aside as a reserve back into the company’s profits. Any amount set aside as a reserve is not required to be held separately from the company’s other assets and may be used or invested by the company in such manner as the board determines.

130. Carrying forward profits

The board may, at its discretion, carry forward any portion of the company’s profits that it chooses not to distribute as dividends, without the need to transfer those profits to a reserve.

131. Capitalisation of reserves and profits

Subject to any rights or restrictions attached to any class or classes of shares, the board may, at its discretion:

1. (a) resolve to capitalise all or part of any amount standing to the credit of any reserve account, the profit and loss account, or any other amount otherwise available for distribution to members;
2. (b) resolve to apply all or part of any amount so capitalised for the benefit of members, in the proportions to which those members would have been entitled had that amount been distributed as a dividend by issuing fully paid unissued shares or other securities to members; and
3. (c) if the board resolves to apply any amount for the benefit of members under rule 131(b):
   1. (i) the board must fix the time for determining entitlements to the application of that amount; and
   2. (ii) the board may take all necessary actions to implement and give effect to that resolution.

132. Execution of agreements for capitalisation of profits

If any amount is applied for the benefit of members pursuant to a resolution under rule 131(b), the company may, acting as agent for those members, or the board may authorise any other person to act as their agent, to enter into an agreement with the company. Under this agreement, members may accept either or both of the following:

1. (a) payment by the company, on their behalf, of all or part of the amount unpaid on their existing shares; or
2. (b) the issuance of new shares or other securities to them as part of the capitalisation.

Any such agreement made under this rule shall be effective and binding on all members concerned.

133. Distribution of specific assets in return of capital or dividend

If the board resolves to pay a dividend or return capital to members through a reduction of capital, a share buy-back, or otherwise, either wholly or in part by way of a distribution of specific assets (including fully paid shares or other securities of the company or of any other body corporate), either generally or to specific members, the board may:

1. (a) value the assets to be distributed in such manner as the directors deem appropriate;
2. (b) vest the assets in such trustees and on such terms and trusts for the benefit of the members entitled to receive the distribution, as the directors consider suitable;
3. (c) if the distribution of specific assets to a particular member or group of members is illegal or impractical, resolve to make cash payments in lieu of such distribution; and
4. (d) resolve any other issues relating to the distribution in such manner as the directors think fit.

134. Agreement for distribution of specific assets

If the company distributes specific assets to any members, the company may, acting as agent for those members, or the board may authorise any other person to act as their agent, to enter into an agreement with the company or any other party. Under this agreement, those members may accept the transfer of the assets being distributed and, in the case of a distribution of shares in a body corporate or securities in a trust, agree to become members of that body corporate or holders of securities in that trust.

135. Distribution of assets on winding up of the company

Subject to any rights or restrictions attached to any class or classes of shares, upon the winding up of the company, the liquidator may, with the approval of a special resolution of the company, distribute the whole or any part of the company’s assets among the members. For this purpose, the liquidator may:

1. (a) determine how the assets are to be distributed among the members or different classes of members;
2. (b) value the assets to be distributed in such manner as the liquidator considers appropriate; and
3. (c) vest the whole or any part of the assets in such trustees and on such trusts for the benefit of the members entitled to the distribution, as the liquidator deems appropriate.

No member is required to accept any shares, securities, or other assets if there is any liability attached to them.

136. Indemnity for directors, secretaries, and officers

To the maximum extent permitted by law, the company shall indemnify each person who is or has been a director, secretary, or other officer of the company or of any wholly-owned subsidiary of the company against:

1. (a) any liability incurred by that person in their capacity as a director, secretary, or officer, excluding liabilities for legal costs;
2. (b) all legal costs incurred in connection with any civil, criminal, administrative, or judicial proceedings or investigations in which that person becomes involved as a result of holding that office; and
3. (c) all legal costs incurred in good faith in obtaining legal advice on issues related to the performance of their functions and the discharge of their duties as an officer of the company or its wholly-owned subsidiary, provided that such expenditure has been approved in accordance with the company’s policy (if one is in place at the relevant time).

This indemnity is provided except to the extent that the person is otherwise entitled to be indemnified and is actually indemnified by another party, including under any insurance policy.

137. Scope of indemnity

The indemnity provided in rule 136 applies to liabilities and legal costs incurred both prior to and following the adoption of this constitution, and is enforceable by the individual:

1. (a) without the requirement for that individual to first incur any costs or make any payment; and
2. (b) even if the individual has ceased to hold the office of director, secretary, or officer of the company or any of its wholly-owned subsidiaries.

138. Insurance for directors, secretaries, and officers

To the extent permitted by law, the company may pay or agree to pay a premium for a contract of insurance that covers a person who is or has been a director, secretary, or other officer of the company or of any wholly-owned subsidiary of the company, providing protection against liability incurred in that capacity, including liability for legal costs.

139. Contractual rights and obligations of directors, secretaries, and officers

The company may enter into a contract with a person who is or has been a director, secretary, or other officer of the company or of any wholly-owned subsidiary, outlining the rights and obligations of both the person and the company concerning the matters referred to in rules 136 to 138. Such a contract may also include provisions that require the company to make payments to that person in the form of advances or loans for legal costs and to provide the person with access to the company’s accounting records, books, and other documents.

140. Adoption of common seal

The company may adopt a common seal. If the company does have a common seal:

1. (a) it may also have a duplicate common seal; and
2. (b) rule 141 shall apply to the common seal and any duplicate common seal, with references in that rule to the common seal also extending to any duplicate common seal.

141. Use and execution of documents with common seal

The common seal may only be used with the authority of the board or a committee of the board that has been authorised by the board to approve the use of the common seal. Every document to which the common seal is affixed must be signed by:

1. (a) two directors;
2. (b) a director and a secretary; or
3. (c) a director and another person appointed by the board to countersign that document, or a class of documents to which the document belongs.

142. Execution of documents without common seal

Without limiting the methods by which the company can execute documents under the Corporations Act or otherwise, the company may execute a document if it is signed by:

1. (a) two directors;
2. (b) a director and a secretary; or
3. (c) any person or persons authorised by the board to execute that document, or documents of the class to which it belongs, including any person or persons authorised under a power of attorney granted by the company in accordance with this constitution.

143. Board’s authority on execution of negotiable instruments

The board may determine the manner in which cheques, promissory notes, bankers’ drafts, bills of exchange, and other negotiable instruments are to be signed, drawn, accepted, endorsed, or otherwise executed on behalf of the company. The board may also decide how receipts for money paid to the company are to be signed or otherwise executed.

144. Access to company records and inspection by members

Subject to the provisions of the Corporations Act, the board has the authority to decide the circumstances under which the company’s accounting records, books, and other documents will be made available for inspection by members, including the extent, timing, and locations of such inspections. Members do not have an inherent right to inspect any document of the company, unless such inspection is expressly permitted by law, this constitution, or authorised by the board or through a resolution passed at a general meeting of the company.

145. Access to company records by directors, secretaries, and officers

In addition to any rights granted by law, each person who is or has been a director, secretary, or other officer of the company is entitled to access the company’s accounting records, books, and other documents in accordance with the terms outlined in any contract entered into under rule 139.

146. Payment methods for dividends or amounts due to members

The company may pay any dividend or other amount due to a member in relation to a share:

1. (a) by cheque payable to the member (or, in the case of joint holders, to the first-named joint holder in the Register) or to another person nominated by the member (or, in the case of joint holders, by all joint holders) through written notice to the company;
2. (b) through an electronic funds transfer to an account nominated by the member (or, in the case of joint holders, by all joint holders) by providing written notice to the company; or
3. (c) by any other method agreed upon between the company and the member (or, in the case of joint holders, by all joint holders).

The company may send any cheque mentioned in rule 146(a) via post to the address listed in the Register for the member (or, in the case of joint holders, to the address of the first-named joint holder in the Register), or to any alternative address nominated by the member (or, in the case of joint holders, by all joint holders) via written notice to the company.

147. Payment of dividends to persons entitled due to transmission event

The company may pay any dividend or other amount related to a share to a person entitled to that share due to a Transmission event, treating the person as if:

1. (a) they were the registered holder of the share; and
2. (b) the address provided by the person to the company in writing for this purpose was their official address in the Register.

148. Risk of payment for dividends or amounts due

Any cheque or payment made in accordance with rule 146 is made at the risk of the person or persons entitled to it. The company will not be liable for any loss or delay in receiving the payment, as long as the payment is made in accordance with the provisions of that rule.

149. Board’s authority to determine payment currency for dividends

The board:

1. (a) has the authority to determine that any dividend or other amount payable in respect of a share be paid in a currency other than Australian dollars. In doing so, the board may convert the amount payable from Australian dollars into the chosen currency using the method and exchange rate they consider appropriate; and
2. (b) when making such a determination under rule 149(a), may distinguish between members regarding the currency in which payments will be made. In making this decision, the board may consider various factors, including the registered addresses of the members, the location of shares on any Register or branch register, and any other factors they deem relevant or necessary for the proper execution of the payment.

150. Handling of payments when member’s address is invalid or unknown

If, at the time a dividend or other amount is due to be paid to a member:

1. (a) the member does not have a registered address, nor have they provided an alternative address under rule 146; or
2. (b) the directors have reason to believe that the member cannot be located at the address in the Register or any other address the member has nominated under rule 146;

then unless the member has designated an account under rule 146(b), the company may deposit the payment into a company-held account. The amount will be held by the company until the member provides written notice of a valid address to which the payment can be sent by cheque, or an account into which the payment can be electronically transferred.

151. Deposit of returned or rejected payments

In the event that any cheque sent under rule 146(a) is returned to the company, or any electronic funds transfer made under rule 146(b) is rejected or refunded, the company has the right to deposit the dividend or other amount into a company-held account. This amount will be held by the company until the member provides written instructions for an alternative address to which the payment can be sent by cheque, or details of a different account for the payment to be made via electronic funds transfer. The company will retain the amount until the member updates their details, ensuring that the payment is made to the correct location.

152. Company’s non-trustee status for payments in company accounts

The company is not acting as a trustee for any amount paid into an account of the company under rule 150 or rule 151, and no member shall be entitled to interest on any such amount. Any amount placed into such an account may be utilised or invested by the company in any manner the directors deem appropriate.

153. Definition of “communication”

For the purposes of rules 154–162, the term “communication” includes any notice or other document.

154. Methods of communication to members

The company may give any communication to a member in the following ways:

1. (a) by delivering it personally to the member;
2. (b) by sending it to the member’s address as recorded in the Register, or to an alternative address nominated by the member through written notice to the company for this purpose:
   1. (i) by ordinary post, if the address is within Australia; or
   2. (ii) by airmail, if the address is outside Australia;
3. (c) by sending it to the member’s email address, other electronic address, or through any other means of electronic communication nominated by the member by giving written notice to the company for this purpose. In such cases, the company may provide the communication by attaching a file to the email or other electronic communication, or by providing a URL link to access it.

155. Methods of communication to directors or alternate directors

The company may give any communication to a director or alternate director in the following ways:

1. (a) by delivering it personally to the director or alternate director;
2. (b) by sending it by ordinary post to the director’s or alternate director’s usual residential address or any other address the director or alternate director has provided in writing to the company for this purpose:
   1. (i) by ordinary post, if the address is within Australia; or
   2. (ii) by airmail, if the address is outside Australia;
3. (c) by sending it to an email address or other electronic address the director or alternate director has provided in writing to the company for this purpose. In such cases, the company may provide the communication by attaching a file to the email or other electronic communication, or by providing a URL link to access it.

156. Methods of communication to the company by members

A member may give any communication to the company in the following ways, in addition to any other method allowed under the Corporations Act or this constitution:

1. (a) by personally delivering the communication or sending it by ordinary post to the registered office of the company; or
2. (b) if the company has designated a specific email address or other electronic means for receiving particular types of communications, by sending the communication to the specified email address or other electronic contact point provided by the company for that purpose.

In either case, the company may determine the appropriate method for receiving such communications based on the nature of the communication and any electronic systems in place.

157. Methods of communication to the company by directors or alternate directors

A director or alternate director may provide any communication to the company in the following ways:

1. (a) by personally delivering the communication or sending it by ordinary post to the registered office of the company; or
2. (b) if the company has notified the directors of a specific email address or other electronic contact point for receiving communications from directors in that capacity, by sending the communication to that designated email address or electronic address.

158. Electronic notice of general meeting

Subject to the Corporations Act and any election made by a member to receive a hard copy notice of a meeting, the company may give notice of a general meeting to a member by informing the member that the notice of meeting is available and providing details on how the member can access the notice of meeting electronically.

159. Deemed receipt of communications

A communication is deemed to have been received as follows:

1. (a) if sent by ordinary post or airmail, it is considered received on the day after it was placed in the post;
2. (b) if sent by email or other electronic communication under rule 154(c), it is considered received at the time the email or electronic communication is sent;
3. (c) if sent by email or other electronic communication under rules 155(c), 156(b), or 157(b), it is considered received at the time the email or electronic communication is sent. However, if the recipient has previously notified the sender that verification of receipt is required and the recipient’s system can provide such verification, the communication is deemed received when that verification is received by the sender;
4. (d) in the case of a notice of meeting given to a member under rule 158, it is considered received on the day after the day on which the member is notified that the notice of meeting is available.

160. Communication to joint holders of shares

The company may give a communication to the joint holders of a share by delivering it in any manner authorised by rules 154–162 to the joint holder whose name appears first in the Register. This communication will be deemed to have been received by all joint holders of that share.

161. Communication to persons entitled to shares due to transmission event

The company may give any communication to a person entitled to a share as a result of a transmission event:

1. (a) by sending it to any address, email address, or other electronic contact details that the person entitled has provided to the company in writing for this purpose; or
2. (b) in any manner through which the communication could have been sent if the transmission event had not occurred, treating the person entitled as if they were the original holder of the share.

162. Communications regarding transfers of shares

A person who acquires entitlement to shares previously registered in the name of a member due to a transfer of those shares is considered to have received and is bound by all communications sent to the member in accordance with rules 154–162, as long as those communications occurred before the person’s name and address are entered in the Register for those shares.