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PRELIMINARY
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Replaceable rules
The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.
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Definitions
The following definitions apply in this document.
Accepted Offer means an offer under a proportional takeover bid that has been accepted and from the acceptance of which a binding contract has not resulted as at the end of the Resolution Deadline.
Act means the Corporations Act 2001 (Cth).
Alternate means an alternate Director appointed under rule 4.1.
Appointor in relation to an Alternate, means the Director who appointed the Alternate.
Approved Fees for a Director (other than an Executive Director), means fees, salary, bonuses, fringe benefits and superannuation contributions provided by the Company, but does not include:
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a payment made as compensation for loss of office or in connection with retirement from office (which includes resignation from office and death while in office);
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an insurance premium paid by the Company or indemnity under rule 11; or
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any issue of securities.
Approving Resolution means a resolution to approve the proportional takeover bid passed in accordance with rule 15.3.
ASX means ASX Limited (ABN 98 008 624 691).
ASX Settlement Rules means the operating rules of ASX Settlement Pty Limited (ABN 49 008 504 532) and, to the extent that they are applicable, the operating rules of each of ASX and ASX Clear Pty Limited (ABN 48 001 314 503).
Board means the Directors acting collectively under this document.
business day has the meaning given by the Listing Rules.
Called Amount in respect of a share means:
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the amount of a call on that share which is due and unpaid; and
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any amount the Board requires a member to pay under rule 26.7.
Company means the company named at the beginning of this document whatever its name is for the time being.
Director means a person who is, for the time being, a director of the Company including, where appropriate, an Alternate.
Executive Director means a Director who is an employee of the Company or a subsidiary or acts in an executive capacity for the Company or a subsidiary under a contract for services and includes a Managing Director.
Interest Rate means, in respect of each rule in which that term is used:
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the rate for the time being prescribed by the Board in respect of that rule; or
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if no rate is prescribed, 15% each year.
Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.
Managing Director means a managing director appointed under rule 7.1.
member means a person whose name is entered in the Register as the holder of a share.
ordinary resolution means a resolution passed at a meeting of members by a majority of the votes cast by members entitled to vote on the resolution.
Register means the register of members kept as required by sections 168 and 169 and includes a computerised or electronic subregister established and administered under the ASX Settlement Rules.
Resolution Deadline means the day that is 14 days before the last day of the bid period of the proportional takeover bid.
Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.
special resolution has the meaning given by section 9.
Unmarketable Parcel means a parcel of shares of a single class registered in the same name or the same joint names which is less than:
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the number that constitutes a marketable parcel of shares of that class under the Listing Rules; or
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subject to the Act, the Listing Rules and the ASX Settlement Rules, any other number determined by the Board from time to time.
Voting Member in relation to a general meeting, or meeting of a class of members, means a member who has the right to be present and to vote on at least one item of business to be considered at the meeting.
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Interpretation of this document
Headings and marginal notes are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.
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A reference to:
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legislation (including subordinate legislation), the Listing Rules or the ASX Settlement Rules is to that legislation or those rules as:
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amended, modified or waived in relation to the Company; or
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re-enacted, amended or replaced,
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and includes any subordinate legislation or rules issued under that legislation or those rules;
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a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
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a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
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anything (including a right, obligation or concept) includes each part of it.
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A singular word includes the plural, and vice versa.
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A word which suggests one gender includes the other genders.
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If a word is defined, another part of speech has a corresponding meaning.
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If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
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The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.
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A power to do something includes a power, exercisable in the like circumstances, to revoke or undo it.
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A reference to a power is also a reference to authority or discretion.
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A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.
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A reference to an associate of another person is a reference to a person who is an associate of the first person because of sections 11, 12 or 15 of the Act.
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A word (other than a word defined in rule 1.2) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.
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A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.
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LISTING RULES
If the Company is admitted to an official list of ASX, it must comply with the following:
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notwithstanding anything contained in this document, if the Listing Rules prohibit an act being done, the act shall not be done;
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nothing contained in this document prevents an act being done that the Listing Rules require to be done;
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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);
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if the Listing Rules require this document to contain a provision and it does not contain such a provision, this document is deemed to contain that provision;
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if the Listing Rules require this document not to contain a provision and it contains such a provision, this document is deemed not to contain that provision; and
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if any provision of this document is or becomes inconsistent with the Listing Rules, this document is deemed not to contain that provision to the extent of the inconsistency.
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DIRECTORS
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Number of Directors
Not counting Alternates, the Company must have at least three and not more than seven Directors. The Board may from time to time determine to increase the maximum number of Directors but the maximum applying at any time cannot be reduced except by the Company in general meeting.
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Eligibility
A Director need not be a member. Neither the auditor of the Company for the time being nor any partner, director or employee of the auditor is eligible to act as a Director.
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Appointment by the Board
Subject to this document, the Board may appoint a person to be a Director at any time except during a general meeting. Any Director so appointed automatically retires at the next annual general meeting and is eligible for election by that general meeting.
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Election by general meeting
Subject to this document, section 201E and to the number of Directors for the time being fixed under rule 3.1 not being exceeded, the Company may elect Directors by ordinary resolution. A Director appointed to replace one removed from office under rule 3.10 must retire when the Director replaced would have been required to retire if not removed and is eligible for re-election.
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Eligible candidates
The Company in general meeting cannot validly elect a person as a Director unless:
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the person retires under rule 3.3, 3.4 or 3.6 and seeks re-election;
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the Board recommends the appointment; or
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at least 45 business days (or any other period fixed by the Board and notified to ASX) before the date of the meeting at which election is to occur, the Company receives at its registered office both:
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a nomination of the person by a member (who may be the person); and
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a consent to act as a Director signed by the person.
The Company must notify members of every candidate for election as a Director with the notice of meeting.
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Retirement of Directors
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A Director must retire from office at the third annual general meeting after the Director was elected or last re-elected.
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A Director may elect to retire and seek re-election at an annual general meeting before the time required by rule 3.6(a), provided at least 45 business days (or any other period as the Board may determine) before the annual general meeting the Director has given the Board notice of their intention to do so. If the Director gives such a notice, the Director must then retire from office at the relevant annual general meeting.
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An election of Directors must be held at each annual general meeting. If no election of Directors is scheduled to occur at an annual general meeting under rule 3.3, 3.6(a) or 3.6(b), then one Director must retire from office at the annual general meeting.
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None of rules 3.6(a), 3.6(b) and 3.6(c) applies to the Managing Director (or if there is more than one, the one (if any) nominated under rule 7.3(a)) and Alternates.
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A Director who retires under this rule 3.6 is eligible for re-election.
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Selection of Directors to retire
Subject to rule 3.4, the Director who retires under rule 3.6(c) is the Director who has held office the longest since last being elected. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. If they do not agree, they must draw lots to decide which of them must retire.
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Time of retirement
A Director's retirement under rule 3.3 or 3.6 takes effect at the end of the relevant annual general meeting unless the Director is re-elected at that meeting.
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Cessation of Director's appointment
A person automatically ceases to be a Director if the person:
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is not permitted by the Act (or an order made under the Act) to be a director;
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becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;
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becomes of unsound mind or physically or mentally incapable of performing the functions of that office;
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fails to attend (either personally or by an Alternate) three consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;
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resigns by notice in writing to the Company;
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is removed from office under rule 3.10;
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ceases to be eligible to act as a Director under rule 3.2; or
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is a Managing Director and ceases to hold that office.
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Removal from office
Whether or not a Director's appointment was expressed to be for a specified period, the Company may by ordinary resolution, and subject to section 203D, remove a Director from office.
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Too few Directors
If the number of Directors is reduced below the minimum required by rule 3.1, the continuing Directors may act as the Board only:
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to appoint Directors up to that minimum number;
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to convene a meeting of members; and
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in emergencies.
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ALTERNATE DIRECTORS
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Appointment of Alternates
Subject to rule 3.2, a Director (other than an Alternate) may appoint a person who is approved by the Board (without the vote of the Appointor) to act as Alternate for a specified period or each time the Appointor is unable to attend a Board meeting or act as a Director.
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Notice of Board meetings
If the Appointor requests the Company to give the Alternate notice of Board meetings, the Company must do so. Unless the Appointor has requested it, the Company need not give notice of Board meetings to an Alternate.
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Obligations and entitlements of Alternates
An Alternate:
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may attend and vote in place of the Appointor at a Board meeting at which the Appointor is not present;
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if also a Director, has a separate right to vote as Alternate;
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if Alternate for more than one Appointor, has a separate right to vote in place of each Appointor;
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when acting as Alternate, is an officer of the Company and subject to all the duties, and entitled to exercise all the powers and rights, of the Appointor as a Director; and
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is entitled to reasonable travelling, accommodation and other expenses incurred in attending meetings of the Board or of the Company or while otherwise engaged on the business of the Company on the same basis as other Directors but is not entitled to any other remuneration from the Company (but the Appointor may further remunerate the Alternate).
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Termination of appointment
The Appointor may at any time revoke the appointment of a person as an Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:
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the Appointor ceases to be a Director; or
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an event occurs which would cause the Alternate to cease to be a Director under rule 3.9 if the Alternate were a Director.
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Appointments and revocations in writing
The Appointor must appoint, and revoke the appointment of, any Alternate in writing. The appointment or revocation is not effective until a copy is provided to the Company.
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POWERS OF THE BOARD
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Powers generally
Except as otherwise required by the Act, any other applicable law, the Listing Rules or this document, the Board:
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has power to manage the business of the Company; and
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may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.