Constitution

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Mesoblast Limited ACN 109 431 870

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Level 23 Rialto Towers 525 Collins Street

Melbourne Vic 3000 Australia DX 204 Melbourne

T +61 3 8608 2000 F +61 3 8608 1000

minterellison.com  

Preliminary

6

1.

Defined terms

6

2.

Interpretation

7

3.

Replaceable rules

7

4.

Transitional provisions

8

Shares

8

5.

Currency

8

6.

Issue of Shares

8

7.

Commission and brokerage

9

8.

Trusts not recognised

9

9.

Joint holders

9

10.

Share certificates

9

11.

Variation of class rights

10

12.

Non‑marketable parcels

10

Calls

12

13.

General

12

14.

Instalments and amounts which become payable

12

15.

Interest and expenses

13

16.

Recovery of amounts due

13

17.

Differentiation

13

18.

Payment of calls in advance

13

Lien and forfeiture

13

19.

Lien

13

20.

Lien sale

14

21.

Forfeiture notice

14

22.

Forfeiture

15

23.

Liability of former Member

15

24.

Disposal of Shares

15

Transfer of Shares

16

25.

General

16

26.

Transfer procedure

17

27.

Right to refuse registration

17

Transmission of Shares

18

28.

Title on death

18

29.

Entitlement to transmission

18

30.

Plebiscite to approve proportional takeover bids

19

Changes to Share capital

20

31.

Alteration of share capital

20

32.

Reductions of capital

20

33.

Ancillary powers

21

Constitution: Mesoblast Limited

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70.

Directors to manage Company

34

Proceedings of Directors

34

71.

Directors' meetings

34

72.

Decisions

35

73.

Directors' interests

35

74.

Alternate Directors

36

75.

Remaining Directors

37

76.

Chairperson

37

77.

Delegation

37

78.

Written resolutions

37

79.

Validity of acts of Directors

38

80.

Minutes

38

Executive Directors

39

81.

Appointment

39

82.

Powers of Executive Directors

39

Local management

40

83.

General

40

84.

Appointment of attorneys and agents

40

Secretary

40

85.

Secretary

40

Seals

41

86.

Common Seal

41

87.

Duplicate Seal

41

Inspection of records

41

88.

Times for inspection

41

Dividends and reserves

41

89.

Dividends

41

90.

Amend resolution to pay dividend

42

91.

No interest

42

92.

Reserves

42

93.

Dividend entitlement

42

94.

Restricted securities

43

95.

Deductions from dividends

43

96.

Distribution of assets

43

97.

Payment

44

98.

Election to reinvest dividend

45

99.

Election to accept Shares in lieu of dividend

45

100.

Capitalisation of amounts available for distribution

45

Notices

46

101.

Service of notices

46

102.

Persons entitled to notice

47

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Audit and financial records

47

103.

Company to keep financial records

47

Winding up

48

104.

Winding up

48

Indemnity

48

105.

Indemnity

48

106.

Shareholder disclosure

49

ASX Listing Rules

49

107.

ASX Listing Rules

49

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1.

Defined terms

1.1

In this Constitution:

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1.2

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

2.

Interpretation

2.1

In this Constitution, except where the context otherwise requires:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

2.2

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

2.3

The Corporations Act prevails over any inconsistency with:

(a)

this Constitution;

(b)

the ASX Listing Rules; and

(c)

the ASX Settlement Operating Rules.

2.4

A reference in this Constitution to a Member being present at a meeting of Members is a reference to:

(a)

a Member present in person physically or by electronic means; or

(b)

a Member present by proxy, attorney or Representative; or

(c)

other than in relation to any clause which specifies a quorum, a Member who has duly lodged a valid Direct Vote in relation to the general meeting in accordance with clause 54 of this Constitution.

3.

Replaceable rules

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4.

Transitional provisions

(a)

every Director, alternate director, senior manager and secretary in office as at the Adoption Date continues in office subject to, and is taken to have been appointed or elected under, this Constitution;

(b)

the Directors are taken, on and from the Adoption Date, to have decided under clause 60.3 a number which is equal to the number of the persons in office as Executive Directors and Non-executive Directors immediately after the Adoption Date;

(c)

any register maintained by the Company immediately before the Adoption Date is taken to be a register maintained under this Constitution;

(e)

for the purposes of clause 97.1(a) a cheque issued under a corresponding provision of the Previous Constitution is taken to have been issued under clause 97.1(a) any money held for a Member under the Previous Constitution is taken to be held in an account under clause 97.3 and any money held at the Adoption Date for a Member the Company regards as uncontactable is taken to be held in an account under clause 97.3; and

(f)

unless a contrary intention appears in this Constitution, all persons, things, agreements and circumstances appointed, approved, created or delegated by or under the Previous Constitution continue to have the same status, operation and effect as if they had occurred under this Constitution on and after the Adoption Date.

6.1

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

(a)

on terms determined from time to time by the Directors;

(b)

at an issue price that the Directors determine from time to time; and

(c)

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

6.2

The Directors' power under clause 6.1 includes the power to:

(a)

grant options over unissued Shares; and

(b)

issue and allot Shares:

(i)

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

(ii)

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

(iii)

which are liable to be redeemed or converted;

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(iv)

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

(v)

which have any combination of the characteristics described in clauses 6.2(b)(i) to 6.2(b)(iv) inclusive.

7.

Commission and brokerage

8.

Trusts not recognised

8.1

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

8.2

This clause 8 applies even if the Company has notice of the relevant trust, interest or right.

9.

Joint holders

9.1

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

9.2

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

9.3

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

(a)

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

(b)

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

(c)

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

10.

Share certificates

10.1

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

10.2

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

10.3

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

10.4

Subject to the ASX Listing Rules and the ASX Settlement Operating Rules, Shares may be held on any sub-register maintained by or on behalf of the Company or on any branch register kept by the Company.

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10.5

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

11.

Variation of class rights

11.1

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

11.2

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

(a)

a quorum is two persons holding or representing by proxy whether or not the Member or Members they represent cast Direct Votes, attorney or Representative not less than 25% of the Shares of the class or, if there is one holder of Shares in the class, that holder or a proxy, attorney or representative of that holder; and

(b)

any holder of Shares of the class present in person or by proxy whether or not the Member the proxy represents cast Direct Votes, attorney or Representative may demand a poll.

11.3

The rights conferred on the holders of any class of Shares are taken as not having been varied by the creation or issue of further Shares ranking equally with them.

12.

Non‑marketable parcels

12.1

If one or more Members hold less than a Marketable Parcel of Shares, the Directors may invoke the procedure for the sale of Shares under this clause 12 (Procedure).

12.2

To invoke the Procedure, the Directors must give each Member (or each Member whose Shares are not held in a CHESS Holding) who holds less than a Marketable Parcel of Shares (Eligible Member) written notice (Notice of Divestiture) that complies with this clause 12.

12.3

A Notice of Divestiture given to a Member must:

(a)

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

(b)

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

12.4

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

12.5

A copy of a Notice of Divestiture must be given to any other person required by the ASX Settlement Operating Rules.

12.6

If an Eligible Member on whom a Notice of Divestiture has been served, wants to keep the Shares referred to in the Notice of Divesture, the Eligible Member must give the Company written notice before the Relevant Date, advising the Company that the Member wants to keep those Shares or the member must increase their holding of Shares before the Relevant Date to a Marketable Parcel in each of which events the Company will not sell the Shares.

12.7

In addition to invoking the Procedure by giving a Notice of Divestiture under clause 12.2, the Directors may also initiate a sale of Shares held by a Member (also, Eligible Member) if the Eligible Member holds less than a Marketable Parcel of Shares and that holding was created by a

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transfer of a parcel of Shares effected on or after the Adoption Date that was less than a Marketable Parcel at the time that the transfer was initiated or, in the case of a paper-based transfer, the transfer document was lodged with the Company:

(a)

the Shares held by the Eligible Member may be sold as provided in clause 12.8; and

(b)

the Directors may remove or change the Eligible Member's rights to vote or receive dividends in respect of those Shares.  Any dividends withheld must be sent to the former holder after the sale when the former holder delivers to the Company such proof of title as the Directors accept.

12.8

If an Eligible Member on whom a Notice of Divestiture has been served does not give the Company written notice before the Relevant Date advising the Company that the Eligible Member wants to keep the Shares referred in the Notice of Divestiture or the Member has not increased their holding of  Shares before the Relevant Date to a Marketable Parcel, or clause 12.7 applies to the Member the Company may:

(a)

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

(b)

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

12.9

Any Shares which may be sold under this clause 12 may be sold on the terms, in the manner (whether on-market, by private treaty, through a share sale facility established by, on behalf of, or at the request of the Company, or otherwise) and at the time or times determined by the Directors and, for the purposes of a sale under this clause 12, each Eligible Member:

(a)

appoints the Company as the Eligible Member's agent for sale and to receive any disclosure document, including a financial services guide;

(b)

authorises the Company to effect on the Eligible Member's behalf a transfer of the Shares sold and to deal with the proceeds of the sale of the Shares in accordance with clause 12.11;

(c)

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

(d)

authorises each of the attorneys appointed under clause 12.9(c) to appoint an agent to do a thing referred to in clause 12.9(c).

12.10

The title of the transferee to Shares acquired under this clause 12 is not affected by an irregularity or invalidity in connection with the sale of Shares to the Transferee.

12.11

The proceeds of any sale of Shares under this clause 12 less any unpaid calls and interest (Sale Consideration) will be paid to the relevant Member or as that Member may direct.

12.12

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

12.13

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

12.14

A Notice of Divestiture under clause 12.2 may only be given once in any 12 month period and may not be given during the offer period of a takeover bid for the Company.

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12.15

If the Procedure has been invoked and there is an announcement of a takeover bid for Shares, no more sales of Shares may be made under this clause 12 until after the close of the offers made under the takeover.  The Procedure may then be invoked again.

12.16

The Directors may, before a sale is effected under this clause 12, revoke a Notice of Divestiture or any step taken under clause 12.7 or suspend or terminate the Procedure, either generally or in specific cases.

12.17

If a Member is an Eligible Member in respect of more than one parcel of Shares, the Directors may treat the Member as a separate Eligible Member in respect of each of those parcels so that this clause 12 will operate as if each parcel was held by a different person.

13.

General

13.1

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

13.2

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

13.3

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

13.4

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

13.5

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

13.6

A Member to whom notice of a call is given in accordance with this clause 13 must pay to the Company the amount called in accordance with the notice.

13.7

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

13.8

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

14.

Instalments and amounts which become payable

(a)

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

(b)

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

(c)

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

(d)

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

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15.

Interest and expenses

(a)

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

(b)

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

16.

Recovery of amounts due

(a)

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

(b)

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

(c)

notice of the call was given to the person sued,

17.

Differentiation

18.

Payment of calls in advance

18.1

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

18.2

The Company may:

(a)

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

(b)

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

18.3

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

(a)

dividend, benefit or advantage, other than the payment of interest under this clause 18; or

(b)

voting right,

19.

Lien

19.1

The Company has a first and paramount lien on every partly paid Share and dividends payable in respect of the Share for all money:

(a)

due and unpaid to the Company, in respect of the Share;

(b)

presently payable by a holder or the holder of the Share, or the holder's estate, to the Company in respect of the Share; or

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(c)

which the Company is required by law to pay (and has paid) in respect of the Share.

19.2

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

19.3

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

(a)

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

(b)

the Company:

(i)

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

(ii)

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

(iii)

may recover as a debt due from the Member or its legal personal representative the amount of all payments made by the Company together with reasonable expenses and interest at the rate and for the period referred to in clause 19.3(b)(i).

19.4

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

19.5

Unless the Directors determine otherwise, the registration of a transfer of a Share operates as a waiver of the Company's lien on the Share so far as it relates to amounts owing by the transferor or any predecessor in title.

19.6

The Directors may:

(a)

declare a Share to be wholly or partly exempt from a lien; or

(b)

waive or compromise all or part of any payment due to the Company.

20.

Lien sale

(a)

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

(b)

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

(c)

that Member fails to pay all of the money demanded,

21.

Forfeiture notice

21.1

The Directors may at any time after a call or instalment becomes payable and remains unpaid by a Member, serve a notice on the Member requiring the Member to pay all or any of the following:

(a)

the unpaid amount;

(b)

any interest that has accrued; and

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(c)

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

21.2

The notice under clause 21.1 must:

(a)

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

(b)

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

22.

Forfeiture

22.1

If a Member does not comply with a notice served under clause 21, then any or all of the Shares in respect of which the notice was given may be forfeited under a resolution of the Directors.

22.2

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

22.3

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

(a)

sold, disposed of, or cancelled on terms determined by the Directors; or

(b)

offered by public auction.

22.4

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

22.5

Promptly after a Share has been forfeited:

(a)

notice of the forfeiture must be given to the Member in whose name the Share was registered immediately before its forfeiture; and

(b)

the forfeiture and its date must be noted in the Register.

22.6

Omission or neglect to give notice of or to note the forfeiture as specified in clause 22.5 will not invalidate a forfeiture.

23.

Liability of former Member

23.1

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

(a)

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

(b)

interest from the date of forfeiture until payment of the money referred to in clause 23.1(a), of this clause at a rate determined by the Directors (not exceeding 20% per annum).

23.2

A former Member's liability to the Company ceases if and when the Company receives payment in full of all money (including interest and expenses) payable by the former Member in respect of the Shares.  The liability may only be compromised, released or waived by the Directors.

24.

Disposal of Shares

24.1

The Company may:

(a)

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

(b)

effect a transfer of the Share or execute or appoint a person to execute, a transfer of the Share in favour of a person to whom the Share is sold or disposed of; and

(c)

register as the holder of the Share the person to whom the Share is sold.

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24.2

The purchaser of the Share:

(a)

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

(b)

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

(c)

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

24.3

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

24.4

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

(a)

in payment of the costs and expenses of the sale;

(b)

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

(c)

where the Share was forfeited under clause 22.1, in payment of any surplus to the former Member whose Share was sold.

25.

General

25.1

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

25.2

Subject to clause 25.3, Shares may be transferred by:

(a)

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

(b)

any other form approved by the Directors.

25.3

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

25.4

If the Company participates in a system of the kind described in clause 25.3, then despite any other provision of this Constitution:

(a)

Shares may be transferred, and transfers may be registered, in any manner required or permitted by the ASX Listing Rules or the ASX Settlement Operating Rules (or corresponding laws or financial market rules in any other country) applying in relation to the system;

(b)

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

(c)

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

25.5

A written transfer instrument must be:

(a)

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

(b)

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

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(c)

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

25.6

Except as required by the ASX Settlement Operating Rules:

(a)

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

(b)

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

26.

Transfer procedure

26.1

Except where the Directors determine (to comply with laws or financial market rules of a foreign country or the ASX Settlement Operating Rules), for a transfer of Shares that is not an ASX Settlement regulated transfer:

(a)

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

(b)

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

(c)

the Directors may require other evidence of the transferor's right to transfer the Shares.

26.2

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

26.3

The Company may charge a fee for registering a transfer of Shares if:

(a)

the Company is not listed; or

(b)

the fee is not prohibited by the ASX Listing Rules.

27.

Right to refuse registration

27.1

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

27.2

The Directors must:

(a)

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

(b)

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

27.3

Despite clauses 27.1 and 27.2, the Company must not refuse or fail to register or give effect to, or delay or in any way interfere with, a proper ASTC transfer of Shares or other securities quoted by ASX.

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27.4

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

27.5

Subject to clause 27.3, Restricted Securities cannot be disposed of during the escrow period except as permitted by the ASX Listing Rules or ASX.  The Company will refuse to acknowledge a disposal of Restricted Securities to the extent required under the ASX Listing Rules.

28.

Title on death

28.1

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

28.2

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

28.3

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

28.4

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

29.

Entitlement to transmission

29.1

A person who becomes entitled to a Share in consequence of the death, mental incapacity or bankruptcy of a Member may, subject to clause 27 and to producing to the Company evidence of its entitlement which is satisfactory to the Directors, elect to:

(a)

be registered as the holder of the Share; or

(b)

transfer the Share to some other person nominated by it.

29.2

If the person who has become entitled to a Share:

(a)

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

(b)

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

29.3

An election to be registered as a holder of a Share under clause 29.1(a) or a transfer of a Share from a Member or deceased Member under this clause 29 is subject to the same limitations, restrictions and provisions of this Constitution as would apply if the election were a transfer or the transfer were made by the Member or deceased Member himself or herself.

29.4

A person who:

(a)

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

(b)

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

29.5

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

29.6

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

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30.

Plebiscite to approve proportional takeover bids

30.1

In this clause 30:

30.2

Despite clauses 27 and 107, a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid must not be registered unless an Approving Resolution to approve the Proportional Takeover Bid has been passed or is taken to have been passed in accordance with clauses 30.3 to 30.8 inclusive.

30.3

Where offers have been made under a Proportionate Takeover Bid, the Directors must:

(a)

call and arrange to hold a meeting of the persons entitled to vote on the Approving Resolution for the purpose of considering and, if thought fit, passing a resolution to approve the Proportional Takeover Bid; and

(b)

ensure that the resolution is voted on in accordance with clauses 30.4 to 30.8 inclusive,

30.4

The provisions of this Constitution relating to general meetings apply, with necessary changes, to a meeting that is called under clause 30.3, as if that meeting were a general meeting of the Company, except that:

(a)

a meeting may be called and held on less than the notice period provided in the Corporations Act or this Constitution if the Board considers that should be done to ensure that the meeting is held before the Approving Resolution Deadline; and

(b)

the holder of a security that carries no right to vote at a general meeting of the Company has one vote for each security held at a meeting called and arranged to be held under this clause 30.

30.5

The bidder under a Proportional Takeover Bid and any Associates of the bidder are not entitled to vote on the Approving Resolution and, if they do, their votes must not be counted.

30.6

Subject to clause 30.5, a person who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held securities of the Relevant Class, is entitled to vote on the Approving Resolution relating to the Proportional Takeover Bid.

30.7

An Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the Approving Resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected.

30.8

If an Approving Resolution has not been voted on in accordance with clauses 30.3 to 30.7 inclusive as at the end of the day before the Approving Resolution Deadline, an Approving Resolution will be taken to have been passed in accordance with those clauses on the Approving Resolution Deadline.

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31.

Alteration of share capital

(a)

causing the Company to make cash payments;

(b)

determining that fractions may be disregarded to adjust the rights of all parties;

(c)

appointing a trustee to deal with any fractions on behalf of Members; and

(d)

rounding up each fractional entitlement to the nearest whole Share or security by capitalising any amount for capitalisation under clause 100 even though only some of the Members participate in the capitalisation.

32.

Reductions of capital

32.1

Subject to the Corporations Act and the Listing Rules, the Company may reduce its share capital in any manner.

32.2

Without limiting the generality of clause 32.1, the Company when reducing its share capital may resolve that such reduction be effected wholly or in part by the distribution of specific assets (whether held in the name of the Company or in the name of any wholly owned subsidiary of the Company) and in particular fully paid shares, debentures, debenture stock or other securities of any other corporation or in any one or more of such ways.  

32.3

If a difficulty arises in making a distribution of specific assets or the Directors otherwise so determine, the Directors may do all or any one or more of the following:

(a)

deal with the difficulty as they think expedient;

(b)

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

(c)

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

(d)

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

32.4

If a distribution of specific assets to a particular Member or Members is in the Directors' opinion contrary to any law, including any law applicable to the Member, or, in the Directors’ opinion, impractical, the Directors may make a cash payment to the Member or Members on the basis of the cash amount of the reduction in share capital instead of the distribution of specific assets.

32.5

Where the Company pursuant to a reduction of its share capital distributes to its Members shares in another corporation:

(a)

the Members will be deemed to have agreed to become members of that other corporation; and

(b)

each of the Members appoints the Company or any of the Directors as its agent to execute any transfer of shares or other document required to facilitate or effect the distribution of shares to that Member.

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33.

Ancillary powers

34.

Buy-backs

35.

Powers of attorney

35.1

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

35.2

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

35.3

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

(a)

continue in force; and

(b)

may be acted on,

35.4

Where a Member proposes that an attorney represent the Member at a general meeting or adjourned meeting, the Member must comply with clause 57.1 of this Constitution.

36.

Calling general meeting

36.1

A Director may call a meeting of Members.

36.2

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

36.3

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

36.4

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

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37.

Notice

37.1

Notice of a general meeting must be given in accordance with the Corporations Act to the persons referred to in clause 102.1.

37.2

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

37.3

Subject to the requirements of the Corporations Act, the content of a notice of general meeting called by the Directors must be decided by the Directors.

38.

Business

38.1

Unless the Corporations Act provides otherwise:

(a)

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

(b)

except with the approval of the Directors or the chairperson, no person may move an 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 and a copy of which has been made available to Members to inspect or copy.

38.2

The Directors may postpone or cancel any general meeting (other than a meeting requested or called by Members under clause 36.3) at any time before the day of the meeting. The Directors must give notice of the postponement or cancellation to all persons entitled to receive notices of a general meeting.

38.3

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

38.4

A person's attendance at the general meeting waives any obligation the person may have to:

(a)

a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and

(b)

the consideration of a particular matter at the meeting which is not within the business referred to in the notice of meeting, unless the person objects to considering the matter when it is presented.

39.

Member

40.

Quorum

40.1

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

40.2

A quorum of Members is two Members unless there are less than two Members, in which event a quorum is those Members.

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40.3

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

(a)

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

(b)

in any other case:

(i)

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

(ii)

if at the adjourned general meeting a quorum is not present within 30 minutes after the time appointed for the general meeting the general meeting is automatically dissolved.

41.

Chairperson

41.1

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

41.2

If:

(a)

there is no chairperson or deputy chairperson; or

(b)

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

(c)

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

41.3

If no chairperson is elected in accordance with clause 41.2, then:

(a)

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

(b)

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

41.4

At any time during a meeting and in respect of any specific item or items of business, the chairperson may elect to vacate the chair in favour of another person nominated by the chairperson (which person must be a Director unless no Director is present or is willing to act).  That person is to be taken to be the chairperson and will have all the powers of the chairperson (other than the power to adjourn the meeting), during the consideration of that item of business or those items of business.

41.5

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

42.

General conduct

42.1

The general conduct of each general meeting of the Company and the procedures to be adopted at the meeting will be determined by the chairperson, including the procedure for the conduct of the election of Directors.

42.2

The chairperson may, at any time the chairperson considers it necessary or desirable for the proper and orderly conduct of the meeting:

(a)

impose a limit on the time that a person may speak on each motion or other item of business and terminate debate or discussion on any business, question, motion or resolution being considered at the meeting and require the business, questions, motion or resolution to be put to a vote of the Members present; and

(b)

adopt any procedures for casting or recording votes at the meeting whether on a show of hands or on a poll, including the appointment of scrutineers.

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42.3

A decision by the chairperson under clause 42.1 or 42.2 is final.

43.

Postponement and Adjournment

(b)

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

(c)

the chairperson.

44.3

A poll:

(a)

may be demanded:

(i)

before a vote is taken; or

(ii)

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

(b)

must be demanded if:

(i)

a vote by show of hands is taken on the resolution; and

(ii)

appointments of proxies have been received specifying the way the proxies are to vote on the resolution (whether or not as a Direct Vote); and

(iii)

votes cast in accordance with the appointments of proxies referred to in clause 44.3(b)(ii) could change the outcome of the vote on the resolution.

44.4

Unless a poll is demanded:

(b)

an entry to that effect in the minutes of the meeting,

44.5

The demand for a poll may be withdrawn.

44.6

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

45.

Taking a poll

45.2

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

45.3

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

45.5

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

45.6

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

47.

Admission to general meetings

47.1

The chairperson of a general meeting may refuse admission to a person, or require a person to leave and not return to, a meeting if the person:

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(i)

electronic or recording device;

(ii)

placard or banner; or

(iii)

other article,

(c)

causes any disruption to the meeting including by refusal to comply with a request of the chairman to turn off a mobile telephone, personal communication device or similar device; or

(d)

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

(b)

continue to hold the meeting in the main place (and any other place which is linked under clause 47.5 and transact business, and no member may object to the meeting being held or continuing.

(c)

Nothing in this clause 47 is to be taken to limit the powers conferred on the chairperson by law.

48.

Auditor's right to be heard

(a)

attend any general meeting of the Company;

(b)

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

(i)

the Auditor retires at the general meeting; or

(ii)

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

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(c)

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

49.

Entitlement to vote

49.1

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

(a)

every Member may vote;

(c)

on a poll every Member has:

(i)

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

(ii)

for each partly paid Share held by the Member, a fraction of a vote equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable, whether or not called (excluding amounts credited), on the Share.  Without limiting the generality of clause 18.3, an amount paid on a Share in advance of a call is not to be taken as paid for the purposes of this clause.

49.3

If a Member:

(a)

dies; or

(b)

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

49.4

If, under the Corporations Act or the Listing Rules, a notice calling a meeting and proposing a resolution specifies that:

49.5

Where the Corporations Act or the Listing Rules prohibits a Member from voting in favour of a resolution, this does not prohibit the Member from voting against the resolution.

50.

Unpaid calls

(a)

vote; or

(b)

be counted in a quorum,

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51.

Joint holders

51.1

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

52.2

An objection must be referred to the chairperson of the general meeting for decision, whose decision is final.

53.

Votes by proxy

53.2

A proxy need not be a Member.

53.3

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

53.4

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

53.5

A proxy may demand or join in demanding a poll.

53.6

Subject to the Corporations Act, a proxy may vote or abstain as he or she chooses.

53.7

If:

(a)

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

(b)

the chairperson is to act as proxy under clause 56 or otherwise under a default appointment according to the terms of the proxy form,

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55.1

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

55.2

For the purposes of clause 55.1, an appointment received at an electronic address will be taken to be signed by the Member if:

(a)

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

(b)

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

55.3

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

55.5

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

(b)

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

(c)

except where any such vote, if cast, would constitute an offence under the Corporations Act.

56.

Proxy in blank

57.

Lodgement of proxy

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(a)

the Company's registered office;

(c)

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

58.

Validity

58.1

A vote cast in accordance with an appointment of proxy or power of attorney is valid even if before the vote was cast the appointor:

(a)

died;

(b)

became mentally incapacitated;

(c)

revoked the proxy or power; or

(d)

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

58.2

Notwithstanding any other clause of this Constitution, a vote cast or purported to be cast by a person in circumstances which would constitute an offence under the Corporations Act is invalid and will not be counted by the Company on any vote, whether by proxy, in person, on a poll or by any other means .

59.

Representatives of bodies corporate

59.1

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

59.2

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

59.3

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

59.4

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

60.

Number of Directors

60.1

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

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60.2

Until the Company resolves otherwise in accordance with clause 60.1 there will be:

(a)

a minimum of three Directors; and

(b)

a maximum of 10 Directors.

60.3

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

61.

Qualification

61.1

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

61.2

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

61.3

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

62.

Power to remove and appoint

62.1

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

62.2

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

62.3

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

62.4

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

62.5

Within 14 days of the suspension of a Director, the Directors must call a general meeting, at which the Members may consider a resolution to remove the Director from office.

62.6

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

63.

Additional and casual Directors

63.1

Subject to clause 60, only the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors.

63.2

Unless the Director is the Managing Director and the ASX Listing Rules do not require that Director to be subject to retirement as set out in this clause, a Director appointed under clause 63.1 will hold office until the end of the next annual general meeting of the Company, at which the Director may be re-elected.

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64.

Retirement of Directors

64.1

No Director, who is not the Managing Director, may hold office for a continuous period in excess of three years or until the third annual general meeting following the Director's appointment or election, whichever is the longer, without submitting for re-election.  If no such director would be required to submit for re-election but the ASX Listing Rules require an election of Directors to be held, the Director to retire will be the Director who has been longest in office since their last election, but, as between persons who became Directors on the same day, the one to retire will (unless they otherwise agree among themselves) be determined by lot.

64.2

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

65.

Eligibility for election as Director

(c)

where the person is a Member, the person has, at least 35 Business Days but no more than 90 Business Days before the meeting, given the Company a notice signed by the person stating the person's desire to be a candidate for election at the meeting; or

65.2

Clause 65.1(a) applies to elections of Directors at a general meeting that is a spill meeting as defined in section 250V(1) of the Corporations Act, to the extent permitted by the Corporations Act.

66.

Vacation of office

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

is absent from Directors' meetings for six consecutive months without leave of absence from the Directors.

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67.1

Subject to the ASX Listing Rules, the Directors as a whole (other than Executive Directors) may be paid or provided remuneration for their services the total amount or value of which must not exceed each year an aggregate maximum approved for the purposes of clause 15.4(a) of the Previous Constitution or such higher maximum amount determined from time to time by the Company in general meeting.

67.2

When calculating a Director's remuneration for the purposes of the aggregate maximum under clause 67.1, any amount paid by the Company or a related body corporate:

(a)

to a superannuation, retirement or pension fund for a Director so that the Company is not liable to pay the superannuation guarantee charge or similar statutory charge is to be included; and

(b)

for any insurance premium paid or agreed to be paid for a Director under clause 67.7 is to be excluded.

67.3

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

67.4

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

67.5

If a Non-Executive Director is required to perform services for the Company which in the opinion of the Directors, are outside the scope of the ordinary duties of a Director, the Company may pay or provide the Director remuneration determined by the Directors which may be either in addition to or instead of the Director's remuneration under clause 67.1.  Any remuneration paid or provided under this clause 67.5 does not form part of the aggregate maximum sum of Directors' remuneration permitted under clause 67.1.

67.6

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

67.7

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

67.8

Shares, options, rights and other share-based payments may be provided to Non-Executive Directors as part of their remuneration under clauses 67.3 and 67.4  according to the rules of any share plan for the remuneration of Non-Executive Directors that may be introduced by the Company, subject to the ASX Listing Rules and requirements of the Corporations Act.  The value of any such Shares, options, rights and other share-based payments will not be included in the aggregate maximum under clause 67.1.

68.

Remuneration of Executive Directors

68.1

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

68.2

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

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68.3

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

69.

Retirement benefits

69.1

Subject to the Corporations Act, the Company may give a person a benefit in connection with a Director's retirement from a managerial or executive office in the Company or a related body corporate of the Company.

69.2

Subject to the Corporations Act, the Company may enter into an agreement or contract with a person for the giving to the person or any other person of a benefit in connection with a Director's retirement from a managerial or executive office in the Company or a related body corporate of the Company.

70.

Directors to manage Company

70.1

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

70.2

Without limiting the generality of clause 70.1, the Directors may exercise all the powers of the Company to:

(a)

borrow money;

(b)

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

(c)

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

(d)

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

71.

Directors' meetings

71.1

Any Director may call a meeting of the Directors.

71.2

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

71.3

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

71.4

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

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71.5

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

71.6

A Director who participates in a meeting held in accordance with clause 71.4 is taken to be present and entitled to vote at the meeting.

71.7

A Director can only withdraw his or her consent under clause 71.4 to the means of communication between Directors proposed for a Directors' meeting if the Director does so at least 48 hours before the meeting.

71.8

Clause 71.4 applies to meetings of Directors' committees as if all committee members were Directors.

71.9

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

71.10

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

71.11

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

72.

Decisions

72.1

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

72.2

Subject to the ASX Listing Rules, in the case of an equality of votes, the chairperson of a meeting does not have a casting vote in addition to his or her deliberative vote.

72.3

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

73.

Directors' interests

73.1

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

73.2

Subject to the provisions of this clause 73, a Director or a body or entity in which a Director has a direct or indirect interest may:

(a)

enter into any agreement or arrangement with the Company;

(b)

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

(c)

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

73.3

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

(a)

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

(b)

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

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(c)

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

73.4

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

(a)

any related body corporate of the company; or