Pursuant to the share transfer agreement entered into by DCRN, the Company, Tritium and all existing Tritium shareholders, the holders of ordinary shares in Tritium (“Tritium Shares”) transferred their Tritium Shares to the Company in exchange for an aggregate of 120,000,000 ordinary shares of the Company (“Company Ordinary Shares”) and the Company became the ultimate parent company of Tritium and any subsidiaries of Tritium;

Merger Sub merged with and into DCRN (the “Merger”), with DCRN surviving as a wholly owned subsidiary of the Company, as a result of which each share of Class A common stock of DCRN (other than those shares redeemed) were exchanged for one Company Ordinary Share and each DCRN warrant to acquire one share of common stock of DCRN was automatically converted into a warrant to acquire one Company Ordinary Share (“Company Warrant”) and thereupon were assumed by the Company pursuant to the (i) Warrant Assignment and Assumption Agreement and (ii) Amended and Restated Warrant Agreement, which are filed as Exhibit 4.1 and 4.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) and are incorporated by reference herein; and

At the effective time of the Merger, each share of Class B common stock of DCRN was cancelled and converted into Class A common stock of DCRN in accordance with the DCRN’s amended and restated certificate of incorporation and, accordingly, were exchanged for Company Ordinary Shares pursuant to the Merger.

Holder

the adjustment to the warrant price of the Company Warrants from $11.50 per Company Ordinary Share to $6.90 per Company Ordinary Share (representing 115% of the Option Exercise Price);

the adjustment of the $18.00 per share redemption trigger price described in Section 6.1 of the Amended and Restated Warrant Agreement to $10.80 per Company Ordinary Share (representing 180% of the Option Exercise Price); and

the adjustment of the redemption trigger price described in Section 6.2 of the Amended and Restated Warrant Agreement from $10.00 to $6.00 (the “Warrant Adjustments”).

Description

/s/ Jane Hunter

Interpretation

Definitions

in respect of shares, the register of members maintained pursuant to the Corporations Act; or

in respect of other Securities, the records of holders kept by the Company.

Construction

a reference to a partly paid share is a reference to a share on which there is an amount unpaid;

a reference to an amount unpaid on a share includes a reference to any amount of the issue price which is unpaid;

a reference to a call or an amount called on a share includes a reference to a sum that, by the terms of issue of a share, becomes payable on issue or at a fixed date;

a reference to a director in relation to rules applying to meetings of the directors, includes alternate directors;

unless the contrary intention appears:

a singular word includes the plural, and vice versa;

words importing any gender include all other genders;

words used to refer to persons generally or to refer to a natural person include a body corporate, body politic, partnership, joint venture, association, board, group or other body (whether or not the body is incorporated);

a reference to a person includes that person’s successors and legal personal representatives;

‘writing’ and ‘written’ includes printing, typing and other modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise;

a reference to legislation is to be construed as a reference to that legislation, any subordinate legislation under it, and that legislation and subordinate legislation as amended, re-enacted or replaced for the time being; and

where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase are given corresponding meanings;

a reference to a power is also a reference to authority or discretion;

a power, an authority or a discretion given to a director, the directors, the Company in general meeting or member may be exercised at any time and from time to time;

a power or authority to do something includes a power or authority, exercisable in the like circumstances to revoke or undo it;

the word ‘agreement’ includes an undertaking or other binding arrangement or understanding, whether or not in writing;

the words ‘including’, ‘include’ and ‘includes’ are to be construed without limitation;

a reference to dollars ($) is to Australian currency unless denominated otherwise; and

headings are used for convenience only and are not intended to affect the interpretation of this Constitution.

Application of the Corporations Act and Listing Rules

The rules that apply as replaceable rules to companies under the Corporations Act do not apply to the Company except so far as they are repeated in this Constitution.

Unless the contrary intention appears:

an expression in a rule that deals with a matter dealt with by a provision of the Corporations Act or Listing Rules has the same meaning as in that provision; and

subject to rule 1.3(b)(i), an expression that is used in the Corporations Act or Listing Rules has the same meaning in this Constitution as in the Corporations Act or Listing Rules (as applicable).

Effect of the Listing Rules

notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done;

nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done;

if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision;

if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision;

if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

Securities

Allotment and issue of Securities

Class rights

Subject to the Corporations Act and this Constitution, the directors may issue any Security with any preferred, deferred or other special rights or restrictions as to dividends, voting, return of capital, payment of calls or otherwise as the directors determine.

Subject to this rule 2.2 and the Corporations Act, the Company may by resolution convert or reclassify any Securities. Any amount unpaid on the Securities being converted must be divided equally among the replacement Securities.

Subject to the Corporations Act and the terms of issue of any class of Securities, any right attaching to Securities in that class may be cancelled, abrogated or varied:

by a special resolution passed at a separate meeting of the holders of the issued Securities of that class; or

with the consent in writing of the holders of 75% of the issued Securities of that class.

Any right attaching to Securities of any class issued with preferred or other rights will not be abrogated or varied by the creation or issue of further Securities ranking equally with those Securities.

The provisions of the Corporations Act and this Constitution relating to special resolutions and meetings of the Company apply to a special resolution or meeting referred to in rule 2.2(c) with any necessary modifications.

Preference shares

The Company may issue any shares as preference shares including:

preference shares which are liable to be redeemed in a manner permitted by the Corporations Act; and

preference shares in accordance with the terms of the Schedule.

The issue of any Security which ranks in priority to preference shares in any respect will be treated as a variation or abrogation of the rights of the preference shares.

Commission and brokerage

The Company may make payments by way of brokerage or commission to a person in consideration for the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for Securities or procuring or agreeing to procure subscriptions, whether absolute or conditional, for Securities.

The brokerage or commission may be satisfied by payment in cash or by issue of any Securities.

Fractional entitlement

making cash payments;

determining that fractions may be disregarded;

appointing a trustee to deal with any fractional entitlements on behalf of members; and

rounding up any fractional entitlement to the nearest whole Security by capitalising any amount available for capitalisation under rule 14.8 (even if only some members participate in such capitalisation).

Certificates

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

If Securities are not subject to a computerised or electronic share transfer system, a certificate for the Securities must be issued if required by the provisions of the Corporations Act.

Joint holders of Securities

subject to the Corporations Act, the Company will not register more than three people as joint holder of any Security;

they hold that Security as joint tenants with rights of survivorship;

any certificate or holding statement issued in respect of the Security must set out the name of all joint holders;

if the Company is required by the Corporations Act to issue a certificate or holding statement in respect of a Security, the Company must issue one certificate and delivery of a certificate for the Security to any one of the joint holders of the Share is delivery to all the joint holders;

each of them is jointly and severally liable to pay each call or instalment of each call and interest and any other amount payable in respect of that Security;

on transfer of that Security, the instrument of transfer must be signed by all joint holders; and

if the directors receive a request to convene a general meeting in accordance with the Corporations Act from any joint holder or any joint holders of that Security, the request must detail any proposed resolution, the name or names of the joint holder or holders requesting the meeting and be signed by all of the joint holders making the request. For this purpose, signatures of joint holders may be contained in more than one document.

Interests recognised

Subject to this Constitution and the rights of joint holders of Securities, the Company is entitled to treat the registered holder of any Security as the sole legal owner of that Security.

Subject to the Corporations Act and this Constitution, the Company is not required to recognise:

a person as holding a share on trust; or

any equitable, contingent, future or other claim to or interest in any Security,

Calls, forfeiture and liens

Power to make calls

Subject to the Corporations Act, this Constitution and the terms on which the Securities are on issue, the directors may make a call on any holder in respect of any amount unpaid on any Security held by that holder which is not by the terms of issue of that Security made payable at fixed times.

The Board may, to the extent permitted by the Corporations Act, waive or compromise all or part of any payment due under the terms of any issue of a Security or under any call.

The terms on which Securities are on issue may differ between holders as to:

the amount to be paid on any call or instalment; and

the date (or dates) on which payment is to be made.

Subject to the terms on which the Securities are on issue, a call is made on the date the directors resolve to make a call.

Subject to the terms on which the Securities are on issue, a call may be payable in one payment or in instalments.

Deemed call

is treated for the purposes of this Constitution as if that amount were payable under a call duly made and notified; and

must be paid on the date on which it is payable under the terms of issue of the Security.

Notice of call

Subject to the terms on which the Securities are on issue, at least 20 Business Days’ notice (or such longer period required by the terms of issue of the Securities) must be given to the holder of the date on which the amount of the call or the instalment of the amount of the call must be paid.

Subject to the terms on which the Securities are on issue, the notice must state:

the amount of the call or, as the case may be, the amount of each instalment;

the date (or dates) for payment;

the time (or times) for payment;

the place (or places) for payment;

the manner of payment;

that interest may be payable if payment is not made on or before the date (or dates) for payment; and

that a lien will arise if the amount of the call or the instalment is not paid in accordance with the notice.

A call is not invalid by reason of any unintentional error or omission in giving notice or by non-receipt of notice.

Revocation, postponement or extension of calls

Interest on unpaid calls

A member must pay to the Company any called amount in the manner, by the time and at the place specified in the notice of the call.

If an amount called is not paid on or before any date specified in the notice for payment, the holder must pay to the Company:

interest on the amount unpaid from the date specified in the notice of the call for payment until and including the date of actual payment; and

all costs and expenses that the Company incurs due to the failure to pay or late payment.

For the purposes of rule 3.5(b)(i), the interest rate may be determined by the directors, or, if the directors do not determine a rate or no rate is set out in the relevant notice of the call, the interest rate is the Default Rate. Interest will accrue and compound daily.

The Board may waive the right to require the payment of interest.

Recovery of called amounts

In any proceeding to recover a call, or an amount payable due to the failure to pay a call or late payment of a call, proof that:

the name of the person against whom proceedings are issued is entered in the Register as the holder of the Securities the subject of the unpaid call;

the resolution making the call is duly recorded in the minute book of the Company; and

notice of the call was given to the holder of the Securities the subject of the unpaid call,

Any proceeding brought by the Company in accordance with this rule 3.5(d) will be without prejudice to the right of the Company to forfeit the Security the subject of the unpaid call.

In this rule 3.5(d) a proceeding to recover a call or an amount includes a proceeding against a person whom the Company alleges a set-off or counterclaim.

Payment of calls in advance

The Board may accept from a member in advance of any call, the whole or part of any amount unpaid on any Security.

The Board may authorise payment by the Company of interest (in an amount determined by the directors) upon the whole or any part of any sum so accepted from the date of payment until the date on which the sum paid is payable under a call.

Any sum accepted by the Company in advance of a call is:

to be treated as a loan to the Company, not as share capital of the Company until the date on which the sum is payable under a call or instalment; and

not to be taken into account in determining an entitlement to vote or the amount of any dividend in respect of any Security.

The Board may repay any sum accepted in advance of a call.

Notice regarding forfeiture

requiring payment of:

the unpaid call or instalment;

any costs and expenses incurred by the Company as a result of the non-payment of the call or instalment; and

interest that has accrued and compounded (on a daily basis) on the amount of the unpaid call or instalment;

demanding payment of those amounts within 10 Business Days after the date of the notice;

stating the place where payment is to be made; and

stating that the Security and any dividend in respect of it not yet paid are liable to be forfeited if payment of the amount demanded is not made in full by the due date set out in the notice.

Forfeiture

Subject to the Corporations Act, if payment of the amount demanded is not made in full in accordance with a notice given under rule 3.8, the directors may by resolution forfeit any Security the subject of the notice.

A forfeiture of any Security under this rule 3.9 includes all dividends, interest and other amounts payable by the Company on the forfeited Security and not actually paid before the forfeiture.

The Board may accept the surrender of any Security which may be forfeited. If the directors accept the surrender, that Security will be treated as having been forfeited and may be sold, re-issued or otherwise disposed of in the same manner as a forfeited Security.

If any Security is forfeited, notice of forfeiture will be given to the holder of that Security and the date and details of the forfeiture will be recorded in the Register. Failure to do so will not invalidate the forfeiture.

Any forfeited Security is the property of the Company and the directors may sell, re-issue or otherwise dispose of any forfeited Security on terms and in such manner as determined by the directors.

At any time before any forfeited Security is sold or otherwise disposed of, the directors may cancel the forfeiture on terms determined by it.

On forfeiture of any Security, the holder of that Security ceases to be a holder and ceases to have any right as a holder in respect of that forfeited Security (including in respect of any dividend), but remains liable to pay the Company:

all amounts payable by the former holder to the Company at the date of forfeiture;

any and all costs or expenses incurred by the Company in respect of the forfeiture; and

interest to accrue and to compound daily at a rate determined by the directors or, if no such rate is determined, at the Default Rate on those amounts from the date of forfeiture until payment of amounts and accrued interest in full.

The liability of a holder continues until:

the holder pays all those amounts and accrued interest in full; or

the Company receives and applies as the net proceeds from the sale or other disposal of the forfeited Security an amount which is equal to or greater than all those amounts and accrued interest.

The Company may receive the net proceeds from the sale or other disposal of any forfeited Security and execute an instrument of transfer in respect of the forfeited Security. The Company must apply the net proceeds of any sale or other disposal of any forfeited Security in or towards satisfaction of:

firstly, costs and expenses paid or payable in connection with the enforcement of the forfeiture and the sale or other disposal of that Security; and

secondly, all amounts due but unpaid and accrued interest on all those amounts.

The Company must pay the balance (if any) of the net proceeds of sale or other disposal to the person whose forfeited Security has been sold or otherwise disposed of.

The purchaser of any forfeited Security is entitled to assume that the proceeds of the sale or other disposal have been applied in accordance with this Constitution and is not responsible for the application of the purchase money by the Company.

The forfeiture of a Security extinguishes all interest in, and all claims and demands against the Company in respect of, the forfeited Security and all other rights incidental to the Security, subject to this Constitution.

Cancellation of forfeited Securities

Subject to the Corporations Act, the Company may, by resolution passed at a general meeting, cancel any forfeited Security.

The former holder of any such cancelled Security will remain liable for the amount called but unpaid in respect of the cancelled Security.

Lien on Securities

The Company has a first and paramount lien:

on each partly paid Security in respect of any call (including any instalment) due and payable but unpaid;

on each Security in respect of any payment which the Company is required by law to pay (and has paid) in respect of the Security; and

on each Security acquired under an employee incentive scheme for any money payable to the Company by the holder for the acquisition of the Security, including any loan under an employee incentive scheme.

In each case, the lien extends to all dividends from time to time payable in respect of the Securities and to reasonable interest (at such rate as the directors may determine or if the directors do not determine a rate at a rate equal to the Default Rate) and reasonable expenses incurred because the amount is not paid.

The Company may do all things necessary or appropriate for it to do to protect any lien or other right to which it may be entitled under any law or this Constitution.

By notice, the directors may discharge or waive, in whole or in part, any lien or declare any Security to be wholly or partly exempt from a lien, but otherwise no act or omission is to be taken as discharging, waiving or otherwise granting an exemption from any lien.

If any Security is subject to a lien and the Company registers the transfer of any Security subject to a lien without giving notice of the lien to the transferee of the Security, the lien is treated as waived as against the transferee.

Enforcement of lien

Subject to the Corporations Act, the Board may sell or otherwise dispose of any Security the subject of a lien, if:

a sum in respect of which the lien exists is due and payable but is unpaid;

the Company has provided notice to the holder:

setting out the amount due but unpaid;

demanding payment of that amount; and

stating that the Security is liable to be sold or otherwise disposed of if payment of that amount is not made within 10 Business Days after the date of the notice; and

the amount specified in the notice is not paid in full in accordance with the notice.

The terms on which and manner by which any Security may be sold or otherwise disposed of are to be determined by the directors.

Interest accrues and compounds daily at the rate determined by the directors or, if no such rate is determined, at the Default Rate on the amount due but unpaid, costs and expenses incurred in connection with the enforcement of the lien and the sale or other disposal of the Securities.

The Company may receive the net proceeds of the sale or other disposal of any Security and execute an instrument of transfer in respect of the Security. The Company must apply the net proceeds of the sale or disposal of any Security in or towards satisfaction of:

firstly, costs and expenses paid or payable in connection with the enforcement of the lien and the sale or other disposal of that Security; and

secondly, all amounts due but unpaid and accrued interest on all those amounts.

The Company must pay any balance of the net proceeds of sale or other disposal to the person whose Security has been sold or otherwise disposed of. The Company is not required to pay interest on any amount payable under this rule 3.12(e).

The purchaser of any Security the subject of a lien is entitled to assume that the proceeds of sale or other disposal have been applied in accordance with this Constitution and is not responsible for the application of the purchase money by the Company.

Continuing liability

the amount due but unpaid in respect of that Security;

the costs and expenses paid or payable in connection with the enforcement of the lien and the sale or other disposal; and

interest on those amounts,

Member’s indemnity for payment required by law

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on the Company, or empowers or purports to empower any person to require the Company to make any payment in respect of a member, a Security held by that member (whether alone or jointly) or a dividend or other amount payable in respect of a Security held by that member, the Company:

is fully indemnified by that member from that liability;

may recover as a debt due from the member the amount of that liability together with interest at the Default Rate from the date of payment by the Company to the date of repayment by the member; and

subject to rule 5, may refuse to register a transfer of any Security by that member until the debt has been paid to the Company.

Nothing in this document in any way prejudices or affects any right or remedy which the Company has (including any right of set off) and, as between the Company and the member, any such right or remedy is enforceable by the Company.

The directors may:

exempt a Security from all or part of this rule 3.14; and

waive or compromise all or any part of any payment due to the Company under this rule 3.14.

Transfer and transmission of Securities

Participation in computerised or electronic systems

Form of transfers

Subject to this Constitution and to any restrictions attached to the Security, a holder may transfer all or any of the holder’s Securities by an instrument of transfer in writing in any usual or common form or in any other form that the directors approve or is otherwise permitted by the Corporations Act.

If an instrument of transfer under rule 4.2(a) is used to transfer a share and the transferor or transferee is a clearing house or its nominee(s), the instrument of transfer may be executed by hand or by machine imprinted signature or by such other manner of execution as the directors may approve from time to time.

Registration procedure

Subject to rules 3.14(a)(iii) and 4.4, upon receipt of a transfer of Securities that complies with rules 4.2 and 4.3, the Company must register the nominated transferee as the holder of the relevant Securities.

A transfer under rule 4.2(a) must:

be executed by or on behalf of both the transferor and the transferee (the directors may resolve, either generally or in any particular case, to accept for registration an instrument of transfer that has been executed using a machine imprinted signature);

if required by law to be stamped, be duly stamped; and

be delivered to the registered address of the Company or the relevant registry for registration together with the certificate (if any) for the Securities to be transferred and, subject to the Listing Rules, any other evidence the directors may require to prove the title of the transferor to the Securities and the transferor’s right to transfer the Securities.

The Company must register a paper-based instrument of transfer in registrable form (subject to rule 4.4(a)(iii)) and must do so without charge.

On registration of a transfer of Securities, the Company must cancel the old certificate (if any) and any duplicate certificate.

Directors’ power to decline to register transfer

The directors may decline to register, or prevent registration of, a transfer of Securities where:

the transfer is not in registrable form;

the Company has a lien on any of the Securities the subject of the transfer;

the transfer is paper-based and registration of the transfer will result in a holding which is less than a marketable parcel;

the registration of the transfer may breach an applicable law or would be in breach of any order of any applicable court;

the transfer is not permitted under the terms of issue of the Security (including the terms of any employee incentive scheme of the Company); or

the Company is otherwise permitted or required to do so under any applicable law, Listing Rules or terms of issue of the Securities.

If the Company refuses to register a paper-based transfer under rule 4.4(a), it must tell the lodging party in writing of the refusal and the reason for it, within five Business Days after the date on which the transfer was lodged.

Instruments of transfer retained

All instruments of transfer that are registered will be retained by the Company for such period as the directors may determine.

Any instrument of transfer which the directors decline to register will, except in the case of fraud, or alleged fraud, upon demand in writing be returned to the party who delivered it.

Transmission of Securities on death

On the death of a holder, the Company will recognise only:

where the holder was a sole holder, the personal representative of the deceased holder; and

where the holder was a joint holder, the surviving joint holder (or holders), as being entitled to the deceased’s interest in Securities of the deceased holder.

A person who becomes entitled to a Security upon the death of a holder may, having provided the directors with such evidence as required by the directors to prove that person’s entitlement to the Securities of the deceased holder:

by giving a signed notice to the Company, elect to be registered as the holder of any Security owned by the deceased; or

subject to the provisions of this Constitution as to transfers, transfer any Security owned by the deceased to another person.

A trustee, executor or administrator of the estate of a deceased holder may be registered as the holder of any Security owned by the deceased as trustee, executor or administrator of that estate.

The death of a holder will not release the estate of that holder from any liability in respect of any Securities.

Transmission of Securities on bankruptcy

A person who becomes entitled to a Security on the bankruptcy of a holder may, having provided the directors with such evidence as required by the directors to prove that person’s entitlement to the Securities of the bankrupt holder:

by giving a signed notice to the Company, elect to be registered as the holder of any Security owned by the bankrupt holder; or

subject to the provisions of this Constitution as to transfers, transfer any Security owned by the bankrupt holder to another person.

A trustee or administrator of a person who is bankrupt may be registered as the holder of any Security owned by that person as trustee or administrator of that person’s affairs.

This rule 4.7 is subject to the Bankruptcy Act 1966 (Cth).

Transmission of Securities on mental incapacity

A person who becomes entitled to a Security because a holder is subject to assessment or treatment under any mental health law may, having provided the directors with such evidence as required by the directors to prove that person’s entitlement to the Securities of the that holder:

by giving a signed notice to the Company, elect to be registered as the holder of any Security owned by the holder; or

subject to the provisions of this Constitution as to transfers, by giving a proper instrument of transfer to the Company, transfer any Securities owned by the holder to another person.

A trustee or administrator of a person who is mentally or physically incapable of managing his or her affairs, may be registered as the holder of any Security owned by that person as trustee or administrator of that person’s affairs.

General meetings

Annual general meetings

Calling a general meeting

by a directors’ resolution; or

as otherwise provided in the Corporations Act or the Listing Rules.

Notice of general meeting

Notice of a general meeting must be given to the members, directors and the auditor in accordance with the Corporations Act, and while the Company is listed on an Exchange, notice must be given to the Exchange within the time limits prescribed by the Listing Rules.

The notice must:

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

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

state any proposed resolutions;

contain a statement informing the members of the right to appoint a proxy;

if there is to be an election of directors, the names of the candidates for election; and

any other matters required by the Corporations Act.

A notice of meeting must be accompanied by a form of proxy which satisfies the requirements of the Corporations Act.

Unless the Corporations Act provides otherwise:

no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting; and

except with the approval of the directors or the chair, no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a document which relates to such a resolution, a copy of which has been made available to members to inspect or obtain.

General meetings at two or more places

A general meeting may be held in two or more places. If a general meeting is held in two or more places or otherwise in accordance with the Corporations Act, the Company must use technology that gives members a reasonable opportunity to participate at that general meeting.

If, before or during a general meeting, any technical difficulty occurs which precludes a member from having a reasonable opportunity to participate, the chair may either adjourn the meeting until the technology gives members a reasonable opportunity to participate or continue the meeting (in which case no member may object to the meeting being held or continuing).

Postponement or cancellation of general meetings

By resolution of the Board any general meeting may be cancelled or postponed prior to the date on which it is to be held, except where the cancellation or postponement would be contrary to the Corporations Act or the Listing Rules.

A general meeting convened under section 249D of the Corporations Act may not be postponed beyond the date by which section 249D of the Corporations Act requires it to be held and may not be cancelled without the consent of the member or members who requested it.

Notice of change, postponement or cancellation

of cancellation or postponement or change of place of a general meeting must state the reason for cancellation or postponement and be:

published in a daily newspaper circulating in Australia;

while the Company is listed on an Exchange, be given to the Exchange or otherwise in accordance with the Listing Rules; or

subject to the Corporations Act, given in any other manner determined by the directors.

Omission to give notice relating to general meeting

Subject to the Corporations Act, no resolution passed at or proceedings of any general meeting will be invalid because of any unintentional omission or error in giving or not giving notice of

that general meeting;

any change of place (or places) of that general meeting;

postponement of that general meeting, including the date, time and place (or places) for the resumption of the adjourned meeting; or

resumption of that adjourned general meeting.

A person’s attendance at a general meeting waives any objection that person may have in respect of any unintentional omission or error in the giving of a notice.

Proceedings at general meetings

Quorum

No business may be transacted at a general meeting, except the election of a chair and the adjournment of the meeting, unless a quorum is present when the meeting proceeds to business and remains present throughout the meeting.

A quorum at a general meeting is 33.3% or more members present in person or by proxy and entitled to vote.

If a member has appointed more than one proxy and two or more proxies attend a general meeting, only one proxy will be counted for the purposes of determining whether there is a quorum.

A member placing a direct vote under rule 8.5(a) is not taken into account in determining whether or not there is a quorum at a general meeting.

Lack of quorum

If a quorum is not present within 30 minutes after the time appointed for a general meeting (or any longer period of time as the chair may allow) the general meeting:

if convened by a director or on the request of members, is dissolved; or

in any other case, is adjourned to a day, time and place (or places) as the chair determines or if the chair is not present, as the directors at the meeting determine or, if the directors do not so determine, to the same day in the next week at the same time and place (or places) as the adjourned meeting.

If a quorum is not present within 30 minutes after the time appointed for the resumption of the adjourned general meeting, the general meeting is dissolved.

Chairing general meetings

The chair of the Board from time to time will be entitled to chair each general meeting of the Company.

If the chair is not present within 15 minutes after the time appointed for any general meeting or if the chair is unwilling or unable to act as chair for the whole or any part of that general meeting, the deputy chair of Board meetings (if any) will chair the general meeting, or if there is no deputy chair or if the deputy chair is not present or is unwilling or unable to act, the directors present may elect a director present to chair that general meeting.

If no director is elected or if all the directors present decline to take the chair for the whole or any part of that general meeting, the members present (whether in person or by proxy) may elect a member present (in person) to chair the whole or any part of that general meeting.    

A chair of a general meeting may, for any item of business or part of a meeting, vacate the chair in favour of another director who will preside as acting chair. Where an instrument of proxy appoints the chair as proxy for any part of the proceedings for which the acting chair presides, the instrument of proxy will be taken to have been given in favour of the acting chair for the relevant part of the proceedings of the general meeting.

Admission to and conduct of general meetings

Subject to the Corporations Act, the chair of each general meeting has charge of the conduct of that meeting, including the procedures to be adopted and the application of those procedures at that meeting.

The chair of each general meeting may take any action the chair considers necessary to enable that meeting to be carried on in an orderly and proper manner and to ensure the safety of all persons at that meeting and may:

require any person not to enter or to leave the place (or any place) at which the meeting is to be held, including any person:

in possession of any thing:

allowing pictorial or sound recording; or

that may be used in any demonstration or disruption, including any banner or placard;

who has a placard or banner;

who does not permit inspection of any thing in that person’s possession;

who the chair considers may disrupt that general meeting;

who behaves or threatens to behave in a dangerous, offensive or disruptive way;

who, in the opinion of the chairperson, is not complying with the reasonable directions of the chairperson.

refuse entry to any person not entitled to receive notice of the meeting.

Without prejudice to the application of the Corporations Act, any director and any person (whether or not a member) invited to speak at a general meeting (including by the chair during the general meeting) may speak at the general meeting. No other person may speak at the general meeting.

Subject to this Constitution, the chair may require the application of any proceeding that the chair considers necessary to allow proceedings at any meeting to be carried on in an orderly and proper manner, including:

imposing a limit on the time that a person may speak on any matter and terminating debate or discussion on any matter being considered and requiring the matter to be put to a vote of members;

adopting any procedures for casting or recording votes at the meeting whether on a show of hands or a poll (including the appointment of scrutineers); and

requiring any person to leave any meeting, and if that person does not leave as required, have that person removed from the meeting.

A determination by the chair for the purpose of this rule 6.4 binds all members and is final.

Adjournment

The chair of a general meeting at which a quorum is present may adjourn the meeting to another date, time and place (or places).

The chair of a general meeting may at any time during the course of the meeting:

adjourn the meeting or any business, motion, question or resolution being or to be considered by the meeting to a later time at the same meeting or to an adjourned meeting; and

for the purpose of allowing any poll to be taken or determined, suspend the proceedings of the meeting for such period or periods as the chair determines.

Subject to the Corporations Act and the Constitution, the chair’s rights under rule 6.5(b) are exclusive and, unless the chair requires otherwise, no vote may be taken or demanded by the members about any postponement, adjournment or suspension of proceedings.

No business may be transacted on the resumption of an adjourned or postponed general meeting other than the business left unfinished at the adjourned general meeting.

Where a meeting is adjourned, notice of the adjourned meeting must be given to the Exchange, but need not be given to any other person.

Postponement

there is insufficient space for the members who wish to attend the meeting; or

the postponement of the meeting is necessary because the business of the meeting is unlikely to be capable of being carried on in an orderly and proper manner, including because of the behaviour of any person present.

Proxies, attorneys and Representatives

Appointment of proxy

Subject to this Constitution, a member who is entitled to attend and to vote at a general meeting of the Company may appoint a person as proxy to attend, speak and vote for that member. The instrument appointing a proxy may restrict the exercise of any power.

A proxy may be, but does not have to be, a member.

A proxy is not entitled to vote if the member who has appointed the proxy is present in person at the meeting.

If a member is entitled to cast two or more votes at a meeting, the member may appoint two proxies. If the member appoints two proxies and the appointment does not specify the proportion or the number of votes each proxy may exercise, each proxy may exercise half the votes.

Member’s attorney

Proxy instruments and powers of attorney

Subject to the Corporations Act and rule 7.4(b), an appointment of a proxy or an attorney must be in writing and be signed by the member appointing the proxy or attorney, or if an appointment of a proxy by the duly authorised attorney of the member, and state:

the member’s name and address;

the Company’s name;

the proxy’s name or the name of the office held by the proxy; and

the general meeting at which the proxy may be used, or if the appointment is a standing one, a clear statement to that effect.

Where an instrument appointing a proxy is signed pursuant to a power of attorney, a copy of the power of attorney (certified or notarised by a notary public as a true copy of the original) must be attached to the proxy instrument sent to the Company.

An instrument appointing a proxy or attorney may direct the way in which the proxy or attorney is to vote on a particular resolution.

Subject to the Corporations Act, if an instrument contains a direction:

the proxy need not vote unless the proxy is the chair of the meeting, in which case the proxy must vote on a poll; and

if a proxy votes, the proxy is not entitled to vote on the proposed resolution except as directed in the instrument.

If an instrument does not contain a direction, the proxy is entitled to vote on the proposed resolution as the proxy considers appropriate.

If a proxy is appointed to vote on a particular resolution by more than one member, that proxy:

may vote on a show of hands in the same way if each instrument appointing the proxy directs the proxy to vote in the same way or does not direct the proxy how to vote; and

may not vote on a show of hands unless each instrument appointing the proxy and directing the proxy to vote in a particular way directs the proxy to vote in the same way.

Proxy and attorney instruments to be received by Company

An instrument purporting to appoint a proxy or attorney is not effective unless it is received, together with any additional documentation, including a copy of the power of attorney (certified or notarised by a notary public as a true copy of the original), by the Company:

at least 48 hours before the general meeting or, as the case may be, the postponed or adjourned general meeting; or

where rule 7.4(d) applies, such shorter period before the time for holding the general meeting or, as the case may be, postponed or adjourned general meeting, as the Company determines in its discretion,

the registered office; or

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

For the purposes of rule 7.4(a), a proxy instrument received at an electronic address specified in the notice of general meeting for the receipt of proxy instruments or otherwise received by the Company in accordance with the Corporations Act is taken to have been signed or executed if the appointment:

includes or is accompanied by a personal identification code allocated by the Company to the member making the appointment;

has been duly authorised by the member in another manner approved by the directors and specified in or with the notice of meeting; or

is otherwise authenticated in accordance with the Corporations Act.

The Company is entitled to clarify with a member any instruction on an instrument appointing a proxy or attorney which is received by the Company within the period referred to in rule 7.4(a)(i) or 7.4(a)(ii) (as applicable) by written or verbal communication. The Company, at its discretion, is entitled to amend the contents of any instrument appointing a proxy or attorney to reflect any clarification in instruction and the member at that time is taken to have appointed the Company as its attorney for this purpose.

Where an instrument appointing a proxy or attorney has been received by the Company within the period specified in rule 7.4(a)(i) and the Company considers that the instrument has not been duly executed, the Company, in its discretion, may:

return the instrument appointing the proxy or attorney to the appointing member; and

request that the member duly execute the instrument and return it to the Company within the period determined by the Company under rule 7.4(a)(ii) and notified to the member.

Power to demand poll

Revocation of proxy or attorneys

Validity of votes of proxy or attorney

the member who appointed the proxy or attorney ceasing to be a member;

the revocation of the instrument appointing the proxy or attorney;

the appointment of a new proxy or attorney; or

the revocation of any power of attorney under which the proxy or attorney was appointed.

Appointment of Representative

Subject to this Constitution, if a member is a body corporate, it may appoint a natural person as its Representative to exercise on its behalf any or all of the powers it may exercise:

at meetings of the members; or

at meetings of creditors or debenture holders.

The appointment of a Representative may be a standing one.

Authority to act as Representative

An appointment of a Representative must be in writing and be signed by the body corporate appointing the Representative and state:

the member’s name and address;

the Company’s name;

the Representative’s name or the name of the office held by the Representative; and

the general meeting at which the Representative may act, or if the appointment is a standing one, a clear statement to that effect.

The instrument appointing the Representative may restrict the exercise of any power.

Instrument to be received by the Company

An instrument purporting to appoint a Representative is not valid unless it is received by the Company at least 48 hours before the general meeting or, in the case of an adjourned meeting, at least 48 hours before the resumption of an adjourned general meeting.

An instrument appointing a Representative must be received by the Company at any of the following:

the registered office; or

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

Revocation of appointment of Representative

Validity of votes of Representative

the member who appointed the Representative ceases to be a member; or

the Company has received notice of the revocation of the instrument appointing the Representative.

No liability

any directions provided in the instrument appointing the proxy or attorney or the way in which a proxy or attorney is to vote on a particular resolution are complied with; and

that the terms of appointment of a Representative are complied with,

Voting at general meetings

Decisions of a general meeting

Casting vote

Membership at a specified time

Voting rights

Subject to this Constitution and the terms on which Securities are issued, at a general meeting:

on a show of hands:

if a member has appointed two proxies, neither of those proxies may vote;

a member who is present and entitled to vote and is also a proxy, attorney or Representative of another member has one vote; and

subject to rules 8.4(a)(i)(A) and 8.4(a)(i)(B), every individual present who is a member, or a proxy, attorney or Representative of a member, entitled to vote, has one vote; and

on a poll every member entitled to vote who is present in person or by proxy, attorney or Representative or who has submitted a valid direct vote under rule 8.5(a):

has one vote for every fully paid share held; and

subject to rule 8.4(a)(iii) and 8.4(e), in respect of each partly paid share held has a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share; and

unless:

otherwise provided in the terms on which shares are issued,

paid in advance of a call; or

credited on a partly paid share without payment in money or money’s worth being made to the Company.

A joint holder may vote at a meeting either personally or by proxy, attorney or Representative as if that person was the sole holder. If more than one joint holder tenders a vote in respect of the relevant shares, the vote of the holder named first in the Register who tenders a vote, whether in person or by proxy, attorney or Representative, must be accepted to the exclusion of the votes of the other joint holders.

Subject to any applicable law, a parent or guardian of a natural person who is a minor may vote at any general meeting in respect of Securities registered in the name of the minor if the parent or the guardian produces evidence required by the directors to demonstrate parenthood or appointment as guardian. Any vote cast by a parent or guardian in respect of any Security registered in the name of the minor that has produced such evidence will be counted and any vote cast by the minor will not be counted.

A person entitled to the transmission of a Security under rule 4.6, 4.7 or 4.8 may vote at a general meeting in respect of that Security in the same way as if that person were the registered holder of the Security if, at least 48 hours before the meeting (or such shorter time as the directors determines), the directors:

admitted that person’s right to vote at that meeting in respect of the Security; or

were satisfied of that person’s right to be registered as the holder of, or to transfer, the share.

A member is not entitled to vote in respect of any Security on which a call or instalment of a call is due and payable but is unpaid.

Direct voting

A member who is entitled to attend and vote on a resolution at a general meeting may, where the directors so determine, vote by electronic or other means at that general meeting. Any vote so admitted is referred to as a ‘direct vote’. The directors may, in their absolute discretion, determine the means by which a direct vote may be cast which may include:

post;

facsimile; or

other electronic means.

A direct vote on a resolution at a meeting in respect of a Security cast in accordance with rule 8.5(a) is of no effect and will be disregarded:

if, at the time of the resolution, the person who cast the direct vote:

is not entitled to vote on the resolution in respect of the Security; or

would not be entitled to vote on the resolution in respect of the share if the person were present at the meeting at which the resolution is considered;

if, had the vote been cast in person at the meeting at which the resolution is considered:

the vote would not be valid; or

the Company would be obliged to disregard the vote; and

if the direct vote was cast otherwise than in accordance with any regulations, rules and procedures prescribed by the directors under rule 8.5(a).

Subject to any rules prescribed by the directors, if the Company receives a valid direct vote on a resolution in accordance with rule 8.5(a) and 8.5(b) and, prior to, after or at the same time as receipt of the direct vote, the Company receives an instrument appointing a proxy, attorney or Representative to vote on behalf of the same member on that resolution, the Company may regard the direct vote as effective in respect of that resolution and disregard any vote cast by the proxy, attorney or Representative on the resolution at the meeting.

A direct vote by a member is not revoked by the member attending the meeting unless the member instructs the Company (or at the Company’s instruction, the share registry of the Company) prior to the meeting that the member wishes to vote in person on any or all of the resolutions to be put before the meeting, in which case the direct vote by the member is revoked.

Proxy vote to be identified

Objection to right to vote

A challenge or dispute in relation to a right to vote at a general meeting:

may only be made at that general meeting; and

must be determined by the chair.

A determination made by the chair in relation to a challenge or dispute in relation to a right to vote is binding on all members and is final.

Voting on resolution

At any general meeting, a resolution put to a vote must be determined by a show of hands unless a poll is demanded in accordance with this Constitution.

At any general meeting, unless voting is conducted by way of a poll, a declaration by the chair following a vote on a show of hands that a resolution has either been passed or lost is conclusive evidence of that fact without proof of the number or proportion of votes recorded for or against such resolution.

Chair may determine to take a poll

Right to demand poll

A poll may be demanded on any resolution at a general meeting other than the election of a chair or the question of an adjournment.

A demand for a poll may be made by:

at least five members entitled to vote on the resolution; or

members with at least five percent of the votes that may be cast on the resolution on a poll.

Procedure for demanding poll

A poll may be demanded:

before a vote on a show of hands is taken;

before the result of a vote on a show of hands is declared; or

immediately after the result of a vote on a show of hands is declared.

If a poll is demanded, it may be taken in the manner and at the time and place (or places) as the chair directs.

The demand for a poll may be withdrawn with the chair’s consent.

A demand for a poll does not prevent the general meeting continuing for the transaction of any business.

Minutes

Within one month after each general meeting, the directors must record or cause to be recorded in the minute book of the Company:

the proceedings and resolutions of each general meeting;

any declarations at each general meeting; and

any information in relation to proxy votes which is required by the Corporations Act.

The minute books must be kept at the registered office.

Members may inspect the minute books between the hours of 9:00 am and 5:00 pm on any Business Day. No amount may be charged for inspection.

Directors

Number of directors

The Board may decide the number of directors (not counting alternate directors) but that number must be:

at least three; and

not more than 12,

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

Appointment of directors

Subject to this Constitution, the Company may by resolution at a general meeting appoint a natural person as a director.

A director need not hold any Securities in the Company.

Subject to this Constitution, the directors may by resolution appoint a natural person as a director either as an additional director or to fill a casual vacancy provided the total number of directors do not exceed the maximum number of directors permitted under this Constitution.

An appointment of a person as a director is not effective unless a signed consent to the appointment is provided by that person to the Company. The appointment of a person as a director will take effect on the later of the date of appointment and the date on which the Company receives the signed consent.

Confirmation of appointment

If a person is appointed as a director by the Board, the Company must confirm the appointment at the next annual general meeting. If the appointment is not confirmed, the person ceases to be a director at the conclusion of the annual general meeting.

Eligibility

A person is eligible for election to the office of director at a general meeting only if one or more of the following apply:

the person is in office as a director immediately before that meeting;

the person has been nominated by the Board for election at that meeting; or

the person who is suitably qualified and experienced has been nominated by members with at least five percent of the votes that may be cast at any general meeting; but

in each case, no more than 90 Business Days before the meeting.

Removal of director

The Company may remove a director by resolution at a general meeting.

Subject to the Corporations Act, at least two months’ notice must be given to the Company of the intention to move a resolution to remove a director at a general meeting.

If notice of intention to move a resolution to remove a director at a general meeting is received by the Company, the director must be given a copy of the notice as soon as practicable.

The director must be informed that the director may:

submit a written statement to the Company for circulation to the members before the meeting at which the resolution is put to a vote; and

speak to the motion to remove the director at the general meeting at which the resolution is to be put to a vote.

Cessation of directorship

is removed from office as a director by a resolution of the Company at a general meeting or in accordance with the Corporations Act;

resigns as a director in accordance with this Constitution;

becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

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

is convicted on indictment of an offence and the directors do not within one month after that conviction, resolve to confirm the director’s appointment or election (as the case may be) to the office of director;

dies;

is disqualified from acting as a director under the Corporations Act;

is absent from Board meetings for a continuous period of six consecutive months without leave of absence from the directors and a majority of the other directors have not, within 10 Business Days of having been given a notice by the secretary giving details of the absence, resolved that a leave of absence be granted; or

ceases to be employed and rule 11.2(e) applies.

Election and retirement of directors

At each annual general meeting, one-third of the directors are subject to retirement by rotation (or, if the number of directors is not a multiple of three then the number nearest to but not exceeding one-third of the directors must retire from office as directors), provided that no director may retain office for more than three years or past the third annual general meeting following the director’s appointment, whichever is the longer. An election of directors must take place each year.

The directors to retire by rotation at each annual general meeting must include any director who wishes to retire and does not wish to be re-appointed as a director. Any further director required to retire must be the director who has been in office the longest as director.

If there are two or more directors that have been in office for an equal amount of time, and an agreement cannot be reached between those directors on who will retire, the director or directors who will retire will be determined in any manner determined by the chair and if the chair is not able and/or willing to act, by the deputy chair (if any).

A retiring director is eligible for re-appointment.

The Company may by resolution at an annual general meeting fill an office vacated by a director under this rule 9.7 by electing or re-electing an eligible person to that office.

The retirement of a director from office and the re-election of a director or the election of any new director will not become effective until the end of the meeting at which the retirement and re-election or election occur.

If a director required to retire under rules 9.3(a) or 9.7(a) ceases for any reason to be a director between the date of the notice calling the relevant

Resignation of directors

Remuneration of directors

Subject to the requirements of the Corporations Act, the non-executive directors will be remunerated for their services as directors by an amount or value of remuneration each year (if any) as the compensation committee of the Company determines.

The remuneration for non-executive directors must be a fixed amount or value and not a commission on or percentage of profits or operating revenue.

The aggregate maximum amount of remuneration for non-executive directors must not be increased except with the prior approval of the Company in general meeting. Particulars of the amount of the proposed increase and the new maximum amount or value that may be paid to the non-executive directors as a whole must be detailed in the notice convening the meeting.

The directors may:

at any time after a director dies or ceases to hold office as a director for any other reason, pay or provide to the director or a legal personal representative, spouse, relative or dependent of the director, in addition to the remuneration of that director under this rule 9.9, a pension or benefit for past services rendered by that director; and

cause the Company to enter into a contract with the director or legal personal representative, spouse, relative or dependent of the director to give effect to such a payment or provide for such a benefit.

Reimbursement of expenses

Extra services

Pensions and similar benefits

Director’s interests

Any director who has a material personal interest in a contract or proposed contract of the Company, holds any office or owns any property such that the director might have duties or interests which conflict with, or which may conflict, either directly or indirectly, with the director’s duties or interests as a director, must give the directors notice of the interest at a meeting of directors.

A notice of a material personal interest must set out:

the nature and extent of the interest; and

the relation of the interest to the affairs of the Company.

The notice must be provided to the directors at a Board meeting as soon as practicable.

A director who has a material personal interest in a matter that is being considered at a Board meeting must not, except where permitted under the Corporations Act:

vote on the matter at a meeting; or

be present while the matter is being considered at the meeting, and accordingly will not count for the purposes of determining whether there is a quorum.

Subject to the Corporations Act, no director is disqualified from office due to the fact that such director holds any other office or association:

with the Company;

with any of the Company’s subsidiaries;

with any company in which the Company is or becomes a shareholder or otherwise interested; or

arising from contracting or arranging with the Company or any other company referred to in rules 9.13(e)(ii) or 9.13(e)(iii), either as vendor, purchaser or otherwise.

A contract or arrangement entered into by or on behalf of the Company in which a director is in any way interested (including any contract referred to in rule 9.13(e)) is not invalid or voidable merely because the director holds office as a director or because of the fiduciary obligations arising from that office.

A director who is interested in any arrangement involving the Company is not liable to account to the Company for any profit realised under the arrangement merely because the director holds office as a director or because of the fiduciary obligations arising from that office, provided that the director complies with the disclosure requirements applicable under rules 9.13(a) and 9.13(b) and under the Corporations Act regarding that interest.

Powers and duties of directors

Subject to this Constitution, the Corporations Act, the activities of the Company are to be managed by, or under the direction of, the directors.

Subject to this Constitution, the Corporations Act, the directors may exercise all rights, powers or capacities of the Company that are not required to be exercised by the Company in a general meeting.

Without limiting rule 9.14(b), the powers of the directors include the power to:

borrow or otherwise raise money;

mortgage, charge (including in the form of a floating charge) any of the Company’s assets (both present and future); and

issue debentures and other Securities.

The Board may delegate any of its powers to:

a director;

a committee of directors;

an employee of the Company; or

any other person.

Negotiable instruments

Alternate directors

A director may, with the approval of a majority of the other directors, appoint a person to be the director’s alternate for such period and on such terms as the director decides.

The Board may impose conditions on the appointment of an alternate director, including the terms on which the alternate is appointed.

An alternate director may, but need not be, a member.

A person may act as an alternate director for more than one director.

An alternate is not an agent of the director appointing the alternate.

The Company is not responsible for ensuring that the terms of appointment of an alternate are complied with and accordingly, is not liable if those terms are not complied with.

An alternate is not entitled to receive any fee (or other remuneration) from the Company for services performed as an alternate but will be entitled to reimbursement for reasonable costs and expenses incurred in connection with attendance at meetings of the directors.

If the notice appointing the alternate provides that the alternate is to receive notice of Board meetings, the Company must provide each alternate with notice. By notice to the Company, the director who appointed an alternate may at any time require that the notice of Board meetings cease to be given to the alternate.

If an appointing director is not present at any meeting of the directors, that director’s alternate director may exercise any powers that the appointing director may exercise.

An alternate director is entitled, if the appointing director does not attend a meeting of the directors, to attend and vote in place of the appointing director.

An alternate is entitled to a vote for each director that the alternate represents in addition to any vote the alternate may have as a director in the alternate’s own right.

A director who appointed an alternate may terminate or suspend the appointment of the alternate at any time by notice to the alternate, the directors and the Company.

An alternate may terminate the alternate’s appointment at any time by notice to the directors and the Company.

A termination of appointment does not take effect until the Company has received notice of termination.

An alternate ceases to be an alternate if the person who appointed that alternate ceases to be a director.

Board meetings

Convening meetings

A director may at any time convene a Board meeting by notice to the other directors.

The secretary must, if requested by a director, call a meeting of the directors.

Notice of meetings

Not less than 48 hours’ notice of each Board meeting must be given to the directors and each alternate entitled to receive notice (if any).

Each notice must state:

the date, time and place (or places) of the Board meeting;

the general nature of the business to be conducted at the Board meeting; and

any proposed resolutions.

Omission to give notice

that Board meeting;

any change of place (or places) of that Board meeting;

postponement of that Board meeting; or

resumption of that adjourned Board meeting.

Use of technology

A Board meeting may be convened or held using telephone or other electronic means.

If a number of directors equal to the quorum is able to hear or to see and to hear each other director contemporaneously using telephone or electronic means, there is a meeting and a quorum is present. The rules relating to meetings of directors apply to each such meeting as determined by the chair of the meeting.

A director participating at a meeting using technology consented to by all directors is treated as being present in person at the meeting.

A meeting using technology consented to by all directors is to be taken to be held at the place determined by the chair of the meeting.

A director may not leave a meeting using technology consented to by all directors unless the chair consents to that director leaving.

A director is presumed conclusively to have been present and to have formed part of a quorum at all times during a meeting using technology consented to by all directors, unless the chair consents to that director leaving in which case that director will be treated as having been present until that director leaves.

Quorum at meetings

No business may be transacted at a meeting of the directors unless a quorum is present at the time the meeting proceeds to business.

A quorum at a Board meeting is at least two of the directors present in person. The quorum must be present at all times during the Board meeting.

If there is a vacancy in the office of a director, the remaining directors may act, provided however if the number of directors is not sufficient to constitute a quorum, they may act only in an emergency or to increase the number of directors to a number sufficient to constitute a quorum or call a general meeting.

Chair of meetings

The directors may elect one of their number as chair. The person that has been elected as chair may chair each subsequent Board meeting unless and until the directors determine otherwise.

The directors may from time to time appoint a deputy chair who in the absence of the chair at a meeting of the directors may exercise all the power and authorities of the chair.

The election of a chair or deputy chair by the directors must be made by majority vote.

If the chair is not present within 30 minutes after the time appointed for a Board meeting or if the chair is unwilling or unable to act as chair for the whole or any part of that Board meeting, the deputy chair will act as chair of the meeting or, if the deputy chair is not present or is unwilling or unable to act, the directors present may elect a director present to chair that Board meeting.

Passing resolutions at meetings

A resolution of the directors must be passed by a majority of the votes cast by the directors entitled to vote on the resolution (excluding any director who abstains from voting).

Subject to this Constitution and the Corporations Act, each director present at a Board meeting in person or by alternate has one vote.

Casting vote

Subject to rule 10.8(b), if an equal number of votes is cast for and against a resolution, the chair has a casting vote in addition to any vote cast by the chair as a director.

Where only 2 directors are present or entitled to vote at a meeting of directors and the votes are equal on a proposed resolution:

the chair of the meeting does not have a second or casting vote; and