1.

Preliminary

1.1

Definitions

(a)

in relation to a meeting for which the board (or any other person calling the meeting) has determined in accordance with the Corporations Act and the Listing Rules that shares are taken to be held for the purposes of the meeting by the persons registered as the holders of those shares as at a specified time before the meeting, that time; and

(b)

in relation to any other meeting, the time determined by the chairperson of the meeting, and if no such determination is made, the time that is 48 hours prior to the meeting;

(a)

the average bid rate displayed on Reuters Screen BBSY for a 3 month term at or about 10.30am on the first date on which interest accrues; or

(b)

if for any reason there are no such rates displayed at that time, the average of the buying rates quoted by 3 Australian banks selected by the directors for bills of exchange with a term equivalent to 3 months on the first date on which interest accrues;

1.2

Replaceable rules do not apply

1.3

References to expressions used in Corporations Act or Listing Rules

1.4

Other rules of interpretation

(a)

a reference to a partly paid share is a reference to a share on which there is any amount unpaid and a reference to the amount unpaid on any share includes the amount of the issue price which remains unpaid;

(b)

a reference to an uncertificated share, or to a share held in uncertificated form, is a reference to a share title which may be transferred and registered by means of any system operated under the Corporations Act that permits title to securities to be transferred and registered without a written instrument;

(c)

any reference to a person who is attending or participating in or present at a meeting includes a person whose attendance or participation at that meeting is enabled by a facility or facilities (whether electronic or otherwise) and not only by way of a physical presence at a meeting;

(d)

a reference to a member present at a general meeting is a reference to a member present in person or by proxy, power of attorney or corporate representative or, except in relation to any rule that specifies a quorum or any rule prescribed by the board, a member who has validly lodged a direct vote in relation to the general meeting under rule 10.6;

(e)

a reference, whether express or implied, to all or any part of a statute, rule, order, regulation, ordinance or other legislation (“legislation”) in any jurisdiction includes:

(i)

that legislation as amended, extended or applied by or under any other legislation made before or after the date of adoption of this constitution;

(ii)

any legislation which that legislation re-enacts with or without modification; and

(iii)

any subordinate legislation made before or after the date of adoption of this constitution under that legislation;

(f)

a reference, whether express or implied, to the Listing Rules includes any variation, consolidation or replacement of those rules and is to be taken to be subject to any applicable waiver or exemption;

(g)

references to “persons” or “entities” include natural persons, bodies corporate, partnerships, governmental or local authorities, agencies, trusts, associations and any other bodies or entities whether incorporated or not;

(h)

a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (“defunct body”), means the agency or body that performs most closely the functions of the defunct body;

(i)

references to individuals or natural persons include their estate and personal representatives;

(j)

a reference to a rule is a reference to a rule of this constitution;

(k)

a reference to writing includes any method of reproducing words in a visible form;

(l)

singular words include the plural and vice versa;

(m)

a word of any gender includes the corresponding words of any other gender;

(n)

if a word is defined, other grammatical forms of that word have a corresponding meaning;

(o)

general words must not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words;

(p)

the headings are used for convenience only and do not affect the interpretation of this constitution;

(q)

if something is to be or may be done on a day which is not a Business Day, then it must be done on the next Business Day;

(r)

the word “month” means calendar month and the word “year” means 12 months;

(s)

the words “in writing” include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient; and

1.5

Compliance with the Corporations Act

1.6

Schedules

1.7

Relationship with previous constitutions

1.8

Relationship with Shareholders’ Agreement

1.9

Effect of the Listing Rules

(a)

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

(b)

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

(c)

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);

(d)

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;

(e)

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; and

(f)

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.

1.10

Enforceability

1.11

Governing law and jurisdiction

2.

Powers and Responsibilities of the Board

2.1

Management of the business of the company

2.2

Delegation by the board

(a)

delegate any of its powers, authorities and discretions to a committee of the board consisting of one or more directors, to a director or to any other person in each case to such extent, by such means (including by power of attorney) and on such terms and conditions as the directors think fit;

(b)

authorise any person to whom powers, authorities and discretions are delegated under this rule 2.2 to further delegate some or all of those powers, authorities and discretions; and

(c)

at any time revoke any delegation made under this rule 2.2 in whole or in part or vary its terms and conditions,

2.3

Committees

3.

Proceedings of the Board

3.1

Board meetings

3.2

Convening board meetings

3.3

Notice of board meetings

3.4

Failure to give notice

3.5

Conduct of board meetings

(a)

The board may conduct meetings if a sufficient number of directors required to constitute a quorum are able to participate in the business of the meeting directly, by telephone or by any other means which enables each director:

(i)

to hear (or otherwise receive real time communications made by) each of the other directors participating in the meeting; and

(ii)

to address (or otherwise communicate in real time with) all of the other directors participating in the meeting simultaneously,

(b)

A director taking part in this manner is to be taken to be present in person at the meeting and all directors participating in the meeting will (unless there is a specific statement otherwise) be taken to have consented to the holding of the meeting by the relevant means of communication.

(c)

If, before or during the meeting, any technical difficulty occurs where one or more directors cease to participate, the chair may adjourn the meeting until the difficulty is remedied or may, where a quorum of directors remains present, continue with the meeting.

3.6

Director may participate and vote by proxy

3.7

Quorum for board meeting

3.8

Chair and deputy chair of the board

3.9

Chair of board meeting

(a)

first, any person elected by the board as deputy chair of the board, if that person is present and willing and able to act as chair; and

(b)

second, any other director present chosen by a majority of the directors present, or, if only one other director is present, that director, if that director is willing and able to act as chair.

3.10

How board resolutions are decided

3.11

Voting rights of alternate directors and proxies

3.12

Written resolutions

(a)

notice in writing of the proposed resolution is given to each director, other than:

(i)

any director on leave of absence approved by the board; or

(ii)

any director who disqualifies himself or herself from considering the resolution in question and any director who would be prohibited by the Corporations Act from voting on the resolution in question,

(b)

all the directors (including each alternate director to whom notice of the resolution is required to be given under rule 3.12(a)) who would have been required to pass the resolution under rule 3.10 (had such resolution been passed at a board meeting) assent to the resolution in accordance with rule 3.13; and

(c)

the directors or alternate directors who assent to the resolution would have constituted a quorum at a board meeting held to consider that resolution,

3.13

Assenting to a written resolution

(a)

by signing a copy of a document containing the resolution and giving it to the company in accordance with rule 22.7; or

(b)

by giving the company in accordance with rule 22.7 a notice in writing addressed to the secretary or the chair of the board identifying the resolution, its terms and the fact that the director or alternate director assents to it.

3.14

Validity of acts done by directors despite formal defect

4.

Appointment, Retirement and Removal of Directors

4.1

Number of directors

4.2

Board may act despite vacancy

4.3

Appointment of directors by the board

4.4

Election of directors at general meeting

4.5

Director ceases to hold office

(a)

resigns as a director by giving notice in writing to the company;

(b)

is removed from office by resolution under the Corporations Act;

(c)

is or becomes disqualified from being a director or from managing a corporation under the Corporations Act;

(d)

is not present personally or represented by an alternate director at meeting of the board for the longer of:

(i)

3 consecutive meetings of the board; and

(ii)

a continuous period of 6 months,

(e)

subject to rule 4.5(c), is convicted on indictment of an offence and the directors, within 1 month after that conviction, resolve to remove the director from his or her the office of director;

(f)

dies;

(g)

is or becomes of unsound mind or a person whose assets are liable to be dealt with in any way under the law relating to mental health (and in each case as evidenced by a certificate from a qualified medical practitioner appointed by the board, with the relevant director assessed pursuant to this rule 4.5(g) being conflicted and excluded from voting); or

(h)

is or becomes bankrupt or insolvent.

4.6

Alternate directors

(a)

Subject to the Corporations Act, a director may by notice in writing to the company appoint a person approved by a majority of the other directors to be an alternate director for such period as the director thinks fit and may by notice in writing to the company terminate such appointment at any time even if the period of appointment of the alternate director has not expired. An appointment, or the termination or suspension of an appointment of an alternate director takes effect only when the company has received notice in writing of the appointment, termination or suspension, except the appointment of an alternate director terminates automatically if the appointor ceases to be a director.

(b)

An alternate director:

(i)

may, but need not, be a member or a director of the company;

(ii)

may act as alternate director to more than one director;

(iii)

is not to be taken into account in determining the minimum or maximum number of directors allowed;

(iv)

is entitled to notice of all board meetings and, if the appointor does not attend a board meeting, is entitled to participate and vote in the appointor’s place;

(v)

may exercise all the powers of the appointor except the power to appoint an alternate director and, subject to the Corporations Act, may perform all the duties of the appointor except to the extent that the appointor has exercised or performed them; and

(vi)

is, whilst acting as an alternate director, an officer of the company and not the agent of the appointor and is responsible to the exclusion of the appointor for the alternate director’s own acts and defaults.

4.7

No share qualification

5.

Payments to directors

5.1

Directors’ fees

5.2

Manner of payment of fees

5.3

Additional or special services

5.4

Expenses

5.5

Retirement benefits

5.6

Superannuation and similar benefits

5.7

Incentive schemes

5.8

Remuneration and expenses of alternate directors

6.

Interests of Directors

6.1

Disclosure of interests

(a)

Each director must disclose that director’s interests to the company in accordance with the Corporations Act.

(b)

The board may make regulations requiring the disclosure of interests that a director, and any person deemed by the board to be related to or associated with the director, may have in any matter concerning the company or a related body corporate. Any regulations made under this constitution bind all directors.

(c)

No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable only because a person fails to comply with any regulation made under rule 6.1(b).

6.2

Permitted interests

(a)

hold any office or position (except that of auditor) in any of the following:

(i)

the company;

(ii)

a related body corporate of the company; or

(iii)

any other company, body corporate, trust or entity promoted by the company or a related body corporate of the company or in which the company or a related body corporate of the company has an interest of any kind;

(b)

enter into any contract or arrangement with any entity referred to in paragraphs (a)(i), (a)(ii) or (a)(iii) above;

(c)

participate in any association, institution, fund, trust or scheme for past or present employees or directors of the company or a related body corporate of the company or persons dependent on or connected with them; or

(d)

act in a professional capacity (or be a member of a firm which acts in a professional capacity) for the company or a related body corporate of the company, except as auditor.

6.3

Exercise of voting rights held by the company

(a)

The board may exercise the voting rights attaching to any shares held by the company in any other company or body corporate in any way the board decides, including voting for:

(i)

any resolution appointing a director of the company as a director or other officer of that company or body corporate; and

(ii)

the payment of remuneration to the directors or other officers of that company or body corporate.

(b)

A director may, if the law permits, vote for the exercise of the voting rights referred to in paragraph (a) above even though they are, or may be about to be appointed, a director or other officer of that other company or body corporate and, in that capacity, may be interested in the exercise of those voting rights.

6.4

Director with material personal interest

6.5

Participation despite interest

(a)

may be counted in the quorum at the board meeting that considers matters relating to that interest and may participate in and vote on matters relating to that interest; and

(b)

may sign or participate in the execution of any document relating to that matter by or on behalf of the company or a related body corporate of the company.

7.

Executive Officers

7.1

Appointment of managing directors and executive directors

(a)

Subject to the rights of the holder of a B class share and any other rights or restrictions attached to other classes of shares, the board may appoint one or more of the directors to the office of managing director or other executive office of the company for such period and on such terms as the directors think fit and, subject to the terms of any employment or service contract between the relevant director and the company, may revoke or terminate any appointment so made.

(b)

A managing director or other executive director so appointed may be referred to by any title that the directors think fit.

7.2

Powers of managing directors and executive directors

7.3

Remuneration of managing directors and executive directors

7.4

Where managing director ceases to be a director

(a)

the managing director (or an affiliate) and the company or a related body corporate of the company; or

(b)

an executive director (or an affiliate) and the company or a related body corporate of the company,

7.5

Where managing director or executive director ceases to be an employee or contractor

7.6

Secretaries

7.7

Validity of acts done by executive officers

(a)

a defect in the person’s appointment as an executive officer;

(b)

the person being disqualified from acting as an executive officer; or

(c)

the person having vacated office,

8.

Convening General Meetings

8.1

General meetings

(a)

The board may conduct general meetings in the manner that the board considers fit (including by also holding the meeting via an online platform or other electronic facility used to facilitate a general meeting) provided that:

(i)

those entitled to do so to can participate in the meeting;

(ii)

any technology used to enable members to participate in the meeting is reasonably secure and provides reasonable measures for the verification of members entitled to attend the meeting and for voting at the meeting; and

(iii)

the conduct of the meeting reasonably facilitates the participation of members in the meeting, including but not limited to the ability to ask questions and vote at the meeting.

8.2

Annual general meetings

8.3

Convening a general meeting

8.4

Length, form and content of notice

8.5

Persons to whom notice must be given

8.6

Irregularities in giving notice

8.7

Change of place, postponement or cancellation before date of meeting

(a)

the reason for the change of place or places, postponement or cancellation (or the change of place or places and postponement);

(b)

if the place or places for the meeting is being changed, the new place or places for the holding of the meeting and, if the meeting is to be held in two or more places, the technology that will be used to facilitate the holding of the meeting in that manner; and

(c)

if the meeting is being postponed, the new date and time for the holding of the meeting.

8.8

Consent required for postponement or cancellation

(a)

in accordance with the Corporations Act by members or by the board on the request of members; or

(b)

by a court,

8.9

Business at a general meeting

9.

Proceedings at General Meetings

9.1

Admission to general meetings

(a)

The chair of a general meeting may take any action the chair considers appropriate for the proper and orderly conduct of the meeting and the safety of persons attending the meeting including:

(i)

requesting any person who is not a member to attend the meeting and inviting any such person to speak at the meeting;

(ii)

refusing admission to, or requiring to leave and remain out of the meeting any person who:

(A)

is not entitled to attend the meeting under the Corporations Act or this constitution;

(B)

has an audio or visual recording or broadcasting device, a placard or banner or any rule that the chair considers dangerous, offensive or liable to cause disruption;

(C)

refuses to comply with a request to turn off a mobile telephone, personal communication device or similar device;

(D)

refuses to produce or permit the inspection of any article, or the contents of any article in the person’s possession;

(E)

behaves, threatens to behave or who the chair considers may behave in a dangerous, offensive or disruptive way; or

(F)

does not comply with the reasonable directions of the chair; or

(iii)

arranging for any persons attending the meeting who the chair considers cannot reasonably be accommodated in the place where the meeting is to take place to attend or participate the meeting from a separate place using any technology that complies with the requirements of this constitution; or

(iv)

if, before or during the meeting, any technical difficulty occurs and paragraph (a)(iii) above is not satisfied:

(A)

adjourning the meeting until the difficulty is remedied; or

(B)

continuing to hold the meeting in the main place (and any other place which is linked under rule 9.1(a)(iii)) and transact business, and no member may object to the meeting continuing,

(b)

All persons seeking to attend or participate in a general meeting electronically shall be responsible for maintaining adequate facilities to enable them to do so. Any inability of a person or persons to attend or participate in a general meeting electronically shall not invalidate the proceedings of that meeting, provided a quorum is present in accordance with this constitution.

9.2

Requirement for a quorum

9.3

Number for a quorum

(a)

an individual attending in more than one capacity is to be counted only once; and

(b)

if a member has appointed more than one corporate representative, proxy or attorney, only one is to be counted.

9.4

If quorum not present

(a)

if the meeting was convened by a director or at the request of members, the meeting is dissolved; and

(b)

in any other case, the meeting is adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the directors present at the meeting determine (and with similar or equivalent facilities for attendance and participation).

9.5

Quorum for adjourned meeting

9.6

Postponement before start of meeting

(a)

Subject to rule 8.8, whether or not a quorum is present, the chair may postpone the meeting before it has started if, at the time and place appointed for the meeting, the chair considers that:

(i)

there is not enough room for the number of members who wish to attend the meeting; or

(ii)

a postponement is necessary in light of the behaviour of persons present or for any other reason so that the business of the meeting can be carried out in a proper and orderly manner.

(b)

A postponement under rule 9.6(a) will be to another time, which may be on the same day as the meeting, and may be to another place (and the new time and place will be taken to be the time and place for the meeting as if specified in the original notice calling the meeting).

9.7

Chair of general meeting

(a)

first, any person elected by the board as deputy chair of the board, if that person is present and willing and able to act as chair;

(b)

second, any other director present chosen by a majority of the directors present, or if only one other director is present, that director, if that director is willing and able to act as chair; and

(c)

third, a member present elected by a majority of the members at the meeting and who is willing and able to act as chair.

9.8

Acting chair of general meeting

9.9

Conduct of general meeting

(a)

has charge of the general conduct of the meeting and the procedures to be adopted at the meeting;

(b)

may require the adoption of any procedure which is in the chair’s opinion necessary or desirable for proper and orderly debate or discussion, including limiting the time for which members present may speak on any motion or item of business;

(c)

may terminate discussion or debate on any matter and may make rulings without putting any question to the vote whenever the chair considers it necessary or desirable for the proper conduct of the meeting;

(d)

may adjourn any matter being considered or remaining to be considered by the meeting to a later time at the same meeting;

(e)

may require the adoption of any procedure which is in the chair’s opinion necessary or desirable for the proper and orderly casting or recording of votes at the general meeting, including the appointment of scrutineers; and

(f)

may decide not to put to the meeting any resolution proposed in the notice convening the meeting (other than a resolution proposed by members in accordance with section 249N of the Corporations Act or required by the Corporations Act to be put to the meeting),

9.10

Suspension of general meeting

9.11

Amendments to resolutions

(a)

notice of the intention to move the amendment and a copy of the resolution as proposed to be amended are received at the registered office of the company at least 72 hours before the time appointed for the holding of the meeting; or

(b)

the chair of the meeting in his or her absolute discretion decides that the amendment may properly be considered and voted on.

9.12

Adjournment of general meeting

9.13

Business of adjourned meeting

(a)

All business conducted at a general meeting up to the time of any adjournment shall, subject to paragraph 9.13(b) below, be valid.

(b)

The chair of the meeting may specify that only the business conducted at a general meeting up to a point in time which is earlier than the time of adjournment is valid if, in his opinion, to do so would be more appropriate.

9.14

Notice of adjourned meeting

9.15

Directors entitled to attend and speak at general meeting

10.

Voting at General Meetings

10.1

How resolutions are decided

10.2

Method of voting

10.3

Demand for a poll

(a)

at least five members entitled to vote on the resolution;

(b)

members entitled to cast at least 5% of the votes that may be cast on the resolution on a poll (worked out as at the midnight before the poll is demanded); or

(c)

the chair.

10.4

When a poll may be demanded

(a)

before the show of hands on that resolution is taken;

(b)

before the result of the show of hands on that resolution is declared; or

(c)

immediately after the result of the show of hands on that resolution is declared.

10.5

How a poll must be taken

(a)

if the resolution is for the adjournment of the meeting and provided that chair has determined that a vote on the adjournment of the meeting should be taken in accordance with rule 9.12, the poll must be taken immediately and, subject to rule 10.5(c), in the manner that the chair of the meeting directs;

(b)

in all other cases, the poll must be taken at the time and place and, subject to rule 10.5(c), in the manner that the chair of the meeting directs;

(c)

votes which section 250BB(1) or 250BC of the Corporations Act require to be cast in a given way must be treated as cast in that way;

(d)

a person who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e)

the result of the poll is a resolution of the meeting at which the poll was demanded.

10.6

Direct voting

(a)

the board may also make rules about the manner in which a direct vote may be cast at that meeting, the circumstances in which a direct vote is taken to be valid and any other matter relating to the exercise of direct votes at that meeting as the directors think fit and such rules will have effect as if they were set out in this constitution; and

(b)

any direct vote cast in accordance with those rules by a member entitled to vote at that meeting is taken to have been cast by that member at that meeting.

10.7

Rights to vote

(a)

on a show of hands, each member present has one vote except that if a person is entitled to vote in more than one capacity, that person is only entitled to one vote;

(b)

on a poll, each member present in person or by proxy has one vote for each fully paid share held by the member at the Record Time and the number of votes determined in accordance with rule 10.8 in respect of any partly paid shares held by the member at the Record Time;

(c)

on a poll, in addition to the voting rights set out in rule 10.7(b), each member who is a holder of a B class share present in person or by proxy has fifteen (15) votes for each fully paid ordinary share held by the member (or its Affiliates) at the Record Time; and

(d)

where the board has determined other means for the casting and recording of votes by members on any resolution to be put to a general meeting, every member having the right to vote on the resolution has one vote for each fully paid share held by the member at the Record Time (other than in respect of a B class share which shall at all times carry fifteen (15) votes for each fully paid ordinary share held by the holder of a B class share from time to time) and the number of votes determined in accordance with rule 10.8 in respect of any partly paid shares held by the member at the Record Time.

10.8

Voting rights of holders of partly paid shares on a poll

(a)

in respect of any share that is not fully paid, a member is entitled to the fraction of one vote equal to the amount paid up on the share divided by the total of all amounts paid and payable on the share;

(b)

for the purposes of rule 10.8(a) no amount credited as paid on a share without payment in money or other valuable consideration being made to the company is taken to be paid up on the share and no amount paid on a share in advance of a call is taken to be paid up on the share until the due date for payment of the call; and

(c)

the total number of votes that a member has in respect of all shares that are not fully paid is the aggregate of all fractions arising from the application of rule 10.8(a) rounded down to the nearest whole number.

10.9

Voting by joint holders

(a)

only the vote of the joint holder whose name appears first in the Register in respect of that share counts;

(b)

a proxy appointment is valid even if the proxy appointment is signed by only one of the joint holders; and

(c)

a proxy appointment signed by all joint holders will override a proxy that is signed by only some of the joint holders

10.10

Voting by member of unsound mind

10.11

Voting by infant member

10.12

Voting by persons entitled by transmission

10.13

Restrictions on voting rights

(a)

in respect of any share on which a call is due and payable and has not been paid; or

(b)

if prevented from doing so by the Corporations Act, the Listing Rules or any rule of this constitution.

10.14

Objection to voting qualification

(a)

raised before or immediately after the result of the vote is declared; and

(b)

referred to the chair of the meeting, whose decision is final and binding on all members.

11.

Representation of Members at General Meetings

11.1

How members may attend and vote

(a)

in person or, where a member is a body corporate, by its corporate representative; or

(b)

by not more than 2 proxies or attorneys.

11.2

Corporate representatives

11.3

Form of proxy appointments

(a)

in the form approved by the board for the purposes of that meeting and sent or otherwise made available to members by or on behalf of the company; or

(b)

in any other form which complies with the Corporations Act and the Listing Rules.

11.4

Signature or authentication of proxy appointments

(a)

signed by the member making the appointment or a duly authorised agent of the member or, in the case of a member that is a body corporate, executed by the member in accordance with the Corporations Act and Listing Rules, or signed by an officer or agent authorised for that purpose; or

(b)

authenticated by the member in any manner approved by the board and specified in the notice convening that meeting or in any other manner permitted by the Corporations Act and Listing Rules.

11.5

Name of proxy not completed

(a)

in the case of a proxy appointment in a form made available to members by or on behalf of the company, the person specified in that form of proxy appointment as the proxy to be appointed if the member does not nominate a proxy, if any; or

(b)

in any other case, the chair of the meeting.

11.6

Time for receipt of proxy appointment

(a)

Subject to rule 11.7 and the Listing Rules, for the appointment of a proxy to be effective for a general meeting (or an adjourned or postponed meeting as the case may be), the company must receive the proxy appointment, together with an original or certified copy of any authority under which the appointment was signed, executed or authenticated, at least 48 hours before the time appointed for holding the meeting (or such other period determined by the board).

(b)

A document referred to in this rule 11.6 is taken to be received by the company if it is received at:

(i)

an electronic address specified in the notice of general meeting; or

(ii)

any of the places or by any of the means specified in the Corporations Act,

11.7

Incomplete proxy appointment

(a)

take such steps as the board requires to complete, sign, execute or authenticate the proxy appointment; and

(b)

return the proxy appointment as completed, signed, executed or authenticated in accordance with rule 11.7(a) to the company within the time period notified to the member.

11.8

Attorneys

(a)

Unless otherwise determined by the board, an attorney may not attend a general meeting (or an adjourned or postponed meeting as the case may be) or exercise any of the rights of the appointing member unless the company receives the copy of the power of attorney or operative provisions of any contract which grant the power of attorney, together with any authority requested by the board under which the power of attorney was signed or executed, at least 48 hours before the time appointed for holding the meeting.

(b)

A document referred to in this rule 11.8 is taken to be received by the company if it is received by any of the means specified in this constitution or the Corporations Act for the receipt of proxy documents.

11.9

Rights of corporate representatives, proxies and attorneys

(a)

has the same rights to speak, demand a poll, join in demanding a poll or act generally at the meeting as the appointing member would have had if the member had been present;

(b)

is taken to have the authority to vote on any amendment moved to the proposed resolutions, any motion that the proposed resolutions not be put or any similar motion and any procedural resolution, including any resolution for the election of a chair or the adjournment of a general meeting; and

(c)

may attend and vote at any postponed or adjourned meeting unless the appointing member gives the company notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed or adjourned.

11.10

Validity of votes cast by proxy or attorney

(a)

despite the transfer of the shares in respect of which the proxy or attorney is appointed if the transfer is not registered or given effect to before the Record Time for that meeting;

(b)

despite the occurrence of a Transmission Event in respect of the member that appointed the proxy or attorney unless the board has determined in accordance with rule 10.12 that a person other than the member appointing the proxy or attorney is entitled to the share; and

(c)

despite the revocation of the appointment of the proxy or attorney or the authority under which a third party appointed the proxy or attorney, unless the board determines otherwise.

11.11

No right to speak or vote if appointing member present

11.12

Rights where 2 proxies or attorneys are appointed

(a)

if the appointment does not specify the proportion or number of the member’s votes each proxy or attorney may exercise, each may exercise half the member’s votes;

(b)

if the appointment specifies different ways to vote on the resolution, the proxy must not vote on a show of hands; and

(c)

on a poll, each proxy or attorney may only exercise votes in respect of those shares or voting rights the proxy or attorney represents.

11.13

More than one corporate representative present

(a)

a corporate representative appointed for that particular meeting may act to the exclusion of a corporate representative whose appointment is a standing appointment; and

(b)

subject to paragraph (a) above, the corporate representative appointed most recently in time may act to the exclusion of a corporate representative appointed earlier.

11.14

More than two proxies or attorneys appointed

11.15

Identity of person acting as corporate representative, proxy or attorney

(a)

The chair of a meeting may require a person acting as a corporate representative, proxy or attorney to establish to the chair’s satisfaction that the person is the person duly appointed to act. If the person fails to do so, the chair may exclude the person from attending or voting at the meeting or permit the person to exercise the powers of a corporate representative, proxy or attorney on the condition that, if required by the company, they produce evidence of the appointment within the time set by the chair.

(b)

The chair may delegate the chair’s powers under this rule 11.14 to any person.

12.

Share Capital

12.1

Power of board to issue shares

12.2

Alteration of share capital

(a)

reducing or buying back its share capital;

(b)

sub-dividing or consolidating all or any of its share capital; or

(c)

converting or reclassifying shares from one class to another,

12.3

Fractions of shares

(a)

ignoring fractional entitlements or making cash payments in lieu of fractional entitlements;

(b)

rounding up each fractional entitlement to a whole share by capitalising any amount available for capitalisation under rule 16.3 (even though not all members may participate in that capitalisation); or

(c)

appointing a trustee to aggregate and sell the shares representing those fractions and to distribute the net proceeds of sale among members entitled to them.

12.4

Redeemable shares

12.5

Preference shares

12.6

Rights attaching to preference shares

12.7

Variation of class rights

(a)

all or any of the rights for the time being attached to any class of shares on issue may from time to time be varied in such manner as those rights may provide or, if no such provision is made, with the approval of the board and either:

(i)

with the consent in writing of the holders of 75% of the issued shares of that class; or

(ii)

with the authority of a special resolution passed at a separate meeting of the holders of those shares; and

(b)

unless the terms on which shares in that class were issued state otherwise, the provisions of this constitution relating to convening general meetings of the company, proceedings at general meetings, voting at general meetings and representation at general meetings apply to every separate meeting of the holders of a class of shares except that:

(i)

the quorum at any such meeting is 2 persons who hold shares of that class present in person, by corporate representative, by proxy or by attorney;

(ii)

a poll may be demanded by any one holder of shares of the class, or, if there is only one holder of shares in that class, that person present in person, by corporate representative, by proxy or by attorney; and

(iii)

on a poll, every holder of shares of the class has one vote in respect of every share of the class held by that holder.

12.8

Effect of share issue on class rights

12.9

Calls on shares, liens on shares, forfeiture and surrender of shares

12.10

Joint holders of shares

12.11

No recognition of third party interests

(a)

is not required to recognise a person as holding any share on any trust, even if the company has notice of the trust; and

(b)

is not required to recognise, and is not bound by, any interest in or claim to any share, except for the registered holder’s absolute legal ownership of the share, even if the company has notice of that interest or claim.

12.12

Certificates for shares

(a)

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 shares held by a holder and may cancel a certificate without issuing another certificate where permitted to do so by the Listing Rules.

(b)

If shares are not subject to a computerised or electronic share transfer system and the company is required by the Corporations Act to issue certificates for any shares, or if the board otherwise determines to issue certificates for any shares, then the company:

(i)

must issue such certificates in accordance with the requirements of the Corporations Act and otherwise in such form as the directors think fit;

(ii)

may cancel any certificates and replace lost, destroyed or damaged certificates in such manner as the directors think fit; and

(iii)

is only required to issue one certificate in respect of any shares jointly held.

13.

Transfer of Shares

13.1

Participation in computerised or electronic systems

13.2

Method of transfer

(a)

by means of a written instrument of transfer in any usual form or any other form approved by the board and permitted by law and which:

(i)

has been signed by or on behalf of both the transferor or transferee (unless the transfer relates only to fully paid shares and the board has resolved that signature by the transferee is not required); or

(ii)

is a document that is, or is comprised of documents that together constitute, a sufficient transfer of that share under the Corporations Act; or

(b)

by any other method of transfer permitted by the Corporations Act.

13.3

Written instrument of transfer

(a)

duly stamped if required by law;

(b)

left for registration at the company’s registered office or, if different, the place where the Register is kept; and

(c)

13.4

Company to register transfers

(a)

(b)

The company (or the company’s securities registry) may put in place, and require compliance with, reasonable processes and procedures in connection with determining the authenticity of an instrument of transfer, notwithstanding that this may prevent, delay or interfere with the registration of the relevant instrument of transfer.

(c)

The board may, to the extent the law permits, waive any of the requirements of rule 13.2 or 13.3 and prescribe alternative requirements instead, to give effect to rule 13.2 or for another purpose.

13.5

Obligation to refuse to register transfers

(a)

the Corporations Act, the Listing Rules or any law; or

(b)

any provision of this constitution.

13.6

Power to refuse to register transfers

(a)

the company has a lien on any of the shares subject of the transfer;

(b)

registration of the transfer may breach the law applying in any state or territory of Australia or would be in breach of an order of any court;

(c)

the transfer is not in registrable form; or

(d)

the company is otherwise permitted to do so under the Corporations Act, the Listing Rules, or the terms of issue of the shares.

13.7

Notice of refusal to register transfer

13.8

Suspension of registrations

13.9

Effect of registration

13.10

No fee for registration of transfers

13.11

Company to retain instrument of transfer

13.12

Proportional takeover bids

14.

Transmission of Shares

14.1

Effect of statutory provisions

14.2

Transmission of shares on death

(a)

if the member was a joint holder, the survivor; and

(b)

if the member was a sole or the only surviving holder, the personal representative of that member,

14.3

Rights of personal representative

14.4

Election by persons entitled on transmission

(a)

the death of a member;

(b)

the bankruptcy of a member;

(c)

a member becoming of unsound mind or becoming a person whose assets are liable to be dealt with in any way under the law relating to mental health;

(d)

a member that is a body corporate being dissolved or deregistered;

(e)

the succession of another body corporate to the assets and liabilities of a member that is a body corporate; or

(f)

any other event giving rise to a transmission of that share by operation of law,

14.5

Manner of election

(a)

do so by notice in writing to the company;

(b)

produce such evidence as the board requires to prove that person’s entitlement to the share; and

(c)

in the case of an election nominating another person to be registered as the holder of that share, execute a transfer of the share to the person so nominated or take such other action as the directors may require to enable that other person to be registered as the holder of the share.

14.6

Transfer executed before occurrence of Transmission Event

15.

Dividends

15.1

Decision to pay dividends

(a)

the board may cause to be paid any dividend required to be paid under the terms of issue of any share;

(b)

the board may decide to pay any other dividend that appears to the board to be justified by the financial position of the company and may decide that a dividend be paid on shares of one class but not another class, or at different rates for shares of different classes;

(c)

if the board decides to pay a dividend, it may fix the amount of the dividend, the time for determining entitlements to the dividend and the time for and method of payment of the dividend; and

(d)

the board may revoke a decision to pay a dividend if it appears to the board at any time before the dividend is paid that payment of the dividend is no longer justified by the financial position of the company,

15.2

Entitlements of fully paid and partly paid shares

(a)

each share that is fully paid confers an entitlement to the full amount of the dividend decided by the board;

(b)

any share that is not fully paid confers an entitlement only to the proportion of the dividend decided by the board equal to the amount paid up on the share divided by the total of all amounts paid and payable on the share;

(c)

for the purposes of rule 15.2(b), no amount credited as paid on a share without payment in money or other valuable consideration being made to the company is taken to be paid up on the share and no amount paid on a share in advance of a call is taken to be paid up on the share until the due date for payment of the call; and

(d)

if an amount is paid on a share during the period to which the dividend relates, the amount paid up on that share for the purposes of rule 15.2(b) is taken to be the amount paid up on the share at the start of the period plus such proportion of the additional amount paid up during that period as is equal to the proportion of that period during which that additional amount was paid up.

15.3

Payment of dividends

(a)

Subject to this constitution, a dividend in respect of a share is payable:

(i)

to the person registered, or entitled to be registered under rule 13.4(a), as the holder of that share;

(ii)

if the board has fixed a time for determining entitlements to the dividend, at that time; and

(iii)

in any other case, on the date on which the dividend is paid,

(b)

The provisions of rule 21 apply to the payment of any dividend.

15.4

No interest on dividends

15.5

Deductions from dividends

15.6

Available sources for payment of dividends

(a)

wholly or in part by the distribution of specific assets including fully paid shares or other securities of the company or of any other body corporate either generally or to specific members, in which case the provisions of rules 17.1 and 17.2 apply to any such distribution; and

(b)

subject to the Listing Rules, to particular members wholly or in part out of any particular fund or reserve or out of profits derived from any particular source, and to the other members wholly or partly out of any other particular fund or reserve or out of profits derived from any other particular source.

15.7

Scrip dividend

16.

Reserves and Profits

16.1

Reserves

16.2

Carry forward of profits

16.3

Capitalisation of reserves and profits

(a)

the board may resolve to capitalise all or part of any amount standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to members;

(b)

the board may resolve to apply all or part of any amount so capitalised for the benefit of members in the proportions to which those members would have been entitled in a distribution of that sum by way of dividend in paying up any amounts unpaid on shares held by members or in paying up in full unissued shares or other securities to be issued to members as fully paid; and

(c)

if the board resolves to apply any amount for the benefit of members under rule 16.3(b):

(i)

the board must fix the time for determining entitlements to the application of that amount;

(ii)

if securities other than shares are to be issued to members under that resolution then rule 12.3 applies as if references in that rule to shares included references to those other securities; and

(iii)

the board may do all other things necessary to give effect to that resolution.

16.4

Agreement on behalf of members

17.

Distribution of Assets

17.1

Distribution by way of dividend or return of capital

(a)

value the assets to be distributed in such manner as the directors think fit;

(b)

vest the assets in such trustees and on such trusts for the benefit of the members entitled to the distribution of those assets as the directors think fit;

(c)

if the distribution of specific assets to a particular member or members is illegal or impracticable, determine to make cash payments in lieu of that distribution;

(d)

if members are entitled to fractions of a share or other security by reason of the distribution, determine to ignore fractional entitlements or to make cash payments in lieu of fractional entitlements; and

(e)

settle any other matter regarding the distribution as the directors think fit.

17.2

Agreement on behalf of members

17.3

Distribution of assets on a winding up

(a)

decide how the assets are to be distributed as between the members or different classes of members;

(b)

value the assets to be distributed in such manner as the liquidator thinks fit; and

(c)

vest the whole or any part of any assets in such trustees and on such trusts for the benefit of the members entitled to the distribution of those assets as the liquidator thinks fit.

18.

Indemnity and Insurance

18.1

Indemnity

(a)

any liability incurred by the person in that capacity, other than a liability for legal costs covered under paragraphs (b) and (c) below;

(b)

all legal costs incurred in connection with, any civil, criminal, administrative or judicial proceedings or investigation in which that person becomes involved as a result of holding that office; and

(c)

all legal costs incurred in good faith in obtaining legal advice on issues relevant to the performance of that person’s functions and the discharge of that person’s duties as an officer of the company or a wholly-owned subsidiary of the company,

18.2

Extent of indemnity

(a)

without that person first having to incur any expense or make any payment; and

(b)

even though the person may have ceased to be an officer of the company or a wholly-owned subsidiary of the company.

18.3

Insurance

18.4

Company may enter into contracts

18.5

Indemnity not exclusive

(a)

affects any other right or remedy that a person to whom those rules apply may have in respect of any liability referred to in those rules;

(b)

limits the capacity of the company to indemnify or provide or pay for insurance for any person to whom those rules do not apply; or

(c)

limits or diminishes the terms of any indemnity conferred or agreement to indemnify entered into prior to the adoption of this constitution.

19.

Seals and Execution of Documents

19.1

Common seal

(a)

the directors must provide for the safe custody of the common seal;

(b)

it may also have a duplicate common seal; and

(c)

rule 19.2 applies in respect of the common seal and any duplicate common seal (and references in that rule to the common seal include references to any duplicate common seal).

19.2

Use of common seal

(a)

2 directors;

(b)

a director and a secretary; or

(c)

a director and another person appointed by the board to countersign that document or a class of documents in which that document is included.

19.3

Share certificate sealing and signing mechanics

19.4

Execution of documents

(a)

2 directors;

(b)

a director and a secretary; or

(c)

any person or persons authorised by the board for the purposes of executing that document or the class of document to which that document belongs (including any person or persons so authorised under a power of attorney given by the company in accordance with this constitution).

19.5

Signing of cheques and receipts

20.

AUDIT, FINANCAL ACCOUNTS AND Inspection of Records

20.1

Audit

20.2

Provision of financial statements

20.3

Inspection by members

20.4

Inspection by current and former officers

21.

Payments by the Company

21.1

Method of payment

(a)

by cheque payable to the member (or in the case of joint holders, payable to the joint holder first named in the Register) or to any other person that the member (or in the case of joint holders, all joint holders) may nominate by giving notice in writing to the company for this purpose;

(b)

by any electronic funds transfer system to any account that the member (or in the case of joint holders, all joint holders) may nominate by giving notice in writing to the company for this purpose; or

(c)

by any other means agreed between the company and the member (or in the case of joint holders, all joint holders).

21.2

Persons entitled by transmission

(a)

the person were registered as the holder of that share; and

(b)

any address notified by the person to the company in writing for this purpose were the address of the person in the Register.

21.3

Risk of payments

21.4

Currency of payments

(a)

may determine to pay any dividend or other amount payable in respect of a share in a currency other than Australian dollars and to convert the amount payable from Australian dollars to the currency of payment in such manner and at such exchange rate as the directors think fit; and

(b)

in making any determination under rule 21.4(a) may differentiate between members as to the currency in which any payment referred to in that rule is to be paid and may have regard to the registered addresses of members, any subregister or branch register on which shares are registered and any other matters that they consider appropriate.

21.5

Company unable to make payment

(a)

If at the time that any dividend or other amount becomes payable to a member:

(i)

the board has determined that payments will be made only by an electronic funds transfer system to an account nominated by the member; and

(ii)

the member has not nominated any such account under rule 21.1(b),

(b)

If at the time that any dividend or other amount becomes payable to a member:

(i)

the member does not have an address in the Register and has not nominated another address under rule 21.1; or

(ii)

the directors have reason to believe that the member is not known at the address for that member in the Register or at any other address nominated by the member under rule 21.1,

21.6

Payment returned or rejected

21.7

Terms on which amounts held

(a)

An amount credited to an account under rule 21.5 or 21.6 is to be treated as having been paid to the member at the time it is credited to that account.

(b)

The company is not a trustee of any amount paid into an account of the company under rule 21.5 or rule 21.6 and no member is entitled to any interest on any such amount. Any amount paid into such an account may be used by company or invested as the directors think fit or disposed of in accordance with the laws relating to unclaimed monies.

21.8

Reinvest unclaimed monies

(a)

If a cheque sent under rule 21.1(a) is not presented for payment for at least 11 calendar months after issue or an amount is held in an account under rule 21.6 for at least 11 calendar months (an “Unclaimed Amount”), the board may reinvest the Unclaimed Amount, after deducting reasonable expenses, into shares in the company on behalf of, and in the name of, the member concerned and may stop payment on the cheque.

(b)

Shares acquired under rule 21.8(a) may be acquired on market or by way of new issue at a price the board accepts is market price at the time. Any residual sum which arises from the reinvestment may be carried forward or donated to charity on behalf of the member, as the board decides.

(c)

The company’s liability to provide the Unclaimed Amount is discharged by an application under this rule 21.8. The board may do anything necessary or desirable (including executing any document) on behalf of the member to effect the application of an Unclaimed Amount under this rule 21.8.

(d)

The board may determine other rules to regulate the operation of this rule 21.8 and may delegate its power under this rule 21.8 to any person.

22.

Notices, Documents and Other Communications

22.1

Meaning of communication

22.2

Communications by the company to members

(a)

by delivering it personally to the member;

(b)

by sending it to the address for the member in the Register or an alternative address nominated by the member by giving notice in writing to the company for this purpose:

(i)

by ordinary post, if that address is in Australia; or

(ii)

by airmail, if that address is outside Australia;

(c)

by sending it to a fax number nominated by the member by giving notice in writing to the company for this purpose;

(d)

by sending it to an email or other electronic address, or by any other means of electronic communication, nominated by the member by giving notice in writing to the company for this purpose, in which case the company may give that communication to the member by attaching a file containing it to, or by providing a URL link to it from, the email or other electronic communication; or

(e)

where a member does not have a registered address or the company believes that member is not known at the member’s registered address, and the member has not nominated a fax number or email or other electronic address in accordance with paragraphs (c) or (d) above, all notices are taken to be:

(i)

given to the member if the notice is exhibited in the company’s registered office for a period of 48 hours; and

(ii)

served at the commencement of that 48 hour period, unless and until the member informs the company of the member’s address.

22.3

Additional rule for notices of meeting

(a)

an electronic means by which the member may be notified that notices of meeting are available; and

(b)

an electronic means the member may use to access notices of meeting,

22.4

Signature

22.5

Communications by the company to directors

(a)

by delivering it personally to him or her;

(b)

by sending it by ordinary post to his or her usual residential address or any other address he or she has nominated by giving notice in writing to the company for this purpose;

(c)

by sending it to any fax number he or she has nominated by giving notice in writing to the company for this purpose; or

(d)

by sending it to an email address or other electronic address he or she has nominated by giving notice in writing to the company for this purpose, in which case the company may give that communication to the director by attaching a file containing it to, or by providing a URL link to it from, the email or other electronic communication.

22.6

Communications given by members to the company

(a)

by delivering it or sending it by ordinary post to the company’s registered office; or

(b)

if the company has specified any fax number, email address or other electronic address for the receipt of that any particular communication, by sending it to that fax number, email address or other electronic address.

22.7

Communications given by directors to the company