In this Constitution:

Address means, in the case of:

1. a Member, the address of the Member in the Register;
2. a Director, an Alternate Director or the auditors of the Company, such address of that person derived from information available to the public from the Australian Securities and Investments Commission ('ASIC');
3. the Australian Stock Exchange Limited ('ASX'), such address as provided by the Listing Rules, or
4. any Recipient, such address (if any), whether within or outside the Jurisdiction, as notified in writing to the Company by the Recipient for the purpose of serving notice on that Recipient.

Alternate Director means a person for the time being holding office as an Alternate Director of the Company under Article 23.1.

Appointer means in respect of an Alternate Director the Director who appointed the Alternate Director under Article 23.1.

ASIC means the Australian Securities and Investment Commission.

ASX means the Australian Stock Exchange Limited or any successor body.

Business Day has the meaning given in the Listing Rules if the Company is Listed, and otherwise means a day that is not a Saturday, Sunday or public holiday in the Jurisdiction.

Certificate means a certificate in respect of Shares.

CHESS, CHESS Subregister and CHESS-approved have the meaning given in the SCH Business Rules.

Company means the company named above, whatever its name may be from time to time.

Corporations Law has the meaning given to that term by Part 3 of the Corporations (Western Australia) Act 1990, to the extent to which it applies to the Company.

Corporation means any body corporate, whether formed or incorporated within or outside the Jurisdiction.

Debenture means a debenture, debenture stock (perpetual, redeemable or otherwise), bond, note, charge, bill of sale, other security or debt instrument.

Director means a director for the time being of the Company.

Dispose has the meaning given in the Listing Rules.

Eligible Member means, in relation to a meeting of Members, any person who is or was the registered holder of a Share at the time prescribed for this purpose under Article 12.4(f) in the notice convening the meeting.

Eligible Voter means, in relation to a meeting of Members:

1. an Eligible Member;
2. a proxy of an Eligible Member;
3. an attorney of an Eligible Member, or
4. the Representative of an Eligible Member.

Excluded Legal Costs means, in relation to a person, legal costs incurred in:

1. defending or resisting proceedings in which the person is found to have an Excluded Liability;
2. defending or resisting criminal proceedings in which the person is found guilty;
3. defending or resisting proceedings brought by ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established, other than costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for that court order, or
4. connection with proceedings for relief to the person under the Corporations Law in which the court denies the relief,

and, for the purposes of this definition, the outcome of the proceedings is the outcome of the proceedings and any appeal in relation to the proceedings.

Excluded Liability means a liability:

1. owed to the Company or a related body corporate of the Company;
2. for a pecuniary penalty order under section 131 7G of the Corporations Law;
3. for a compensation order under section 131711 of the Corporations Law, or
4. that:
   
   1. is not owed to the Company or a related body corporate of the Company, and
   2. did not arise out of conduct in good faith.

Executive Director means a Director who is an employee (whether full-time or part-time) of the Company or of any related body corporate of the Company.

Group Company means the Company or a subsidiary of the Company.

Holding Lock has the meaning given in the SCH Business Rules.

Jurisdiction means Western Australia.

Listed means having been admitted to the official list of the ASX and at the relevant time still being so admitted.

Listing Rules means the listing rules of the ASX as amended or replaced from time to time, except to the extent of any express written waiver by the ASX in their application to the Company.

Marketable Parcel has the meaning given in the Listing Rules.

Managing Director means a person holding office as a managing director of the Company under Article 18.1.

Member means a person whose name is entered in the Register as the holder of a Share.

Non-Executive Directors means all Directors other than Executive Directors.

Office means the registered office for the time being of the Company.

Officer has the meaning given in section 9 of the Corporations Law.

Option means an option over an unissued Share.

Paid Up includes credited as paid up.

Personal Representative means, in relation to a deceased person, the legal personal representative, executor or administrator of that person's estate.

Prescribed Notice means, in relation to a meeting, the Prescribed Period or such shorter period of notice allowed under the Corporations Law.

Prescribed Period means 28 days.

Prescribed Rate means 15% per annum or such other rate as the Directors may determine from time to time.

Proceedings means, in relation to a person, any proceedings (whether civil or criminal) in which it is alleged that the person has done or omitted to do some act, matter or thing:

1. in his or her capacity as an Officer of a Group Company, or
2. in the course of acting in connection with the affairs of a Group Company, or
3. otherwise arising out of the person holding office as an Officer of a Group Company,

including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to a Group Company.

Proper SCH Transfer has the meaning given in section 9 of the Corporations Law.

Recipient means a Member or other person receiving notice under this Constitution.

Record Date has the meaning given in the Listing Rules.

Register means the register of Members kept under the Corporations Law and, where appropriate, includes:

1. a sub-register conducted by or for the Company pursuant to the Corporations Law, Listing Rules or SCH Business Rules, and
2. any branch register.

Relevant Director means, in relation to an annual general meeting, a Director, but excludes:

1. the Managing Director who, under Article 18.3, is not subject to retirement under Article 17.1, and
2. a Director retiring in accordance with Article 16.4(b).

Representative means a person appointed under Article 15.10 or under section 250D of the Corporations Law.

Restricted Securities has the meaning given in the Listing Rules.

Restriction Agreement means, in relation to a Security, the restriction agreement entered into by the Company under the Listing Rules in respect of that Security.

SCH has the meaning given in the SCH Business Rules.

SCH Business Rules has the meaning given in section 9 of the Corporations Law.

Seal means the common seal of the Company (if any) and, as the context allows, includes a Share Seal.

Secretary means the secretary for the time being of the Company and, if there are joint secretaries, any one or more of such joint secretaries.

Security has the meaning given in the Listing Rules.

Share Seal means a duplicate of the common seal of the Company with the addition on its face of the words 'Share Seal' or 'Certificate Seal'.

Technology includes radio, telephone, closed circuit television or other electronic means or telecommunications device for audio or audiovisual communication.

Transmittee means a person entitled to a Share because of:

1. the death, bankruptcy or mental incapacity of a Member, or
2. a Member being subject to a Vesting Event.

Vesting Event means, in relation to a Share of a Member, the vesting in, or transfer (not being a transfer of a Share in accordance with Article 8), to a person (other than that Member) of that Share pursuant to any:

1. legislation, statute, ordinance, code or other law;
2. order of a court of competent jurisdiction, or
3. other method by which securities (as defined in the Corporations Law) may vest in, or be transferred to, a person without that person becoming a Member.

1.2 Interpretation

In this Constitution, headings are for convenience only and do not affect meaning, and, unless the contrary intention appears:
1. words importing the singular number include the plural number and vice versa;
2. words importing any gender include all other genders;
3. a reference to a person includes a corporation, a partnership, a body corporate, an unincorporated association and a statutory authority;
4. where any word or phrase is given a defined meaning, any other part of speech or grammatical form in respect of that word or phrase has a corresponding meaning;
5. a reference to an Article or a Schedule is to an article or a schedule of this Constitution and a reference in a Schedule to a paragraph is to a paragraph of that Schedule;
6. any Schedule is part of this Constitution;
7. a reference to this Constitution is to this Constitution (and where applicable any of its provisions) as amended, supplemented or replaced from time to time;
8. a reference to any legislation or to any section or provision thereof includes any statutory modification, amendment or re-enactment or any statutory provision substituted for it;
9. a reference to a meeting of Members includes a meeting of any class of Members, and
10. any power, right, discretion or authority conferred upon any person or people under this Constitution may be exercised at any time and from time to time.

1.3 Application of the Corporations Law

Except so far as a contrary intention appears anywhere in this Constitution:

1. section 110B of the Corporations Law is to operate to apply provisions of the Corporations Law in the interpretation of this Constitution so far as they can apply and with such changes as are necessary as if this Constitution were an instrument made under the Corporations Law, but is not to so apply sections 105, 109D, 109X and 109Y of the Corporations Law;
2. an expression used in a particular Part or Division of the Corporations Law that is given a special meaning by any provision of that Part or Division for the purposes of the whole or any part of that Part or Division has, in any provision of this Constitution that deals with a matter dealt with by the whole or any part of that Part or Division, the same meaning as in that Part or Division;
3. an expression that is given a general meaning by any provision of the Corporations Law has the same meaning in this Constitution, and
4. section 110C of the Corporations Law (which deals, amongst other things, with severance of invalid provisions) applies in the interpretation and operation of this Constitution as if it was an instrument made under the Corporations Law.

1.4 Application while Listed

1. A reference to the Listing Rules, the SCH Business Rules or the ASX in this Constitution has effect if, and only if, at the relevant time the Company is Listed.
2. For the purposes of this Constitution, if the provisions of the:
   1. Corporations Law and the Listing Rules, or
   2. Corporations Law and the SCH Business Rules,

   conflict on the same matter, the provisions of the Corporations Law prevail.

1.5 Replaceable rules

Each of the provisions of the sections or subsections of the Corporations Law that would but for this Article 1.5 apply to the Company as a replaceable rule in accordance with section 135(1) of the Corporations Law is displaced and does not apply to the Company.

2.1 Control of Directors

The unissued Shares and all Options are under the control of the Directors, who, subject to:

1. the Corporations Law;
2. the Listing Rules, and
3. any rights for the time being attached to any special class of Shares, may, on behalf of the Company:
   1. allot, issue or otherwise dispose of those unissued Shares to such persons, on such terms and conditions, at such times, with such preferred, deferred, qualified or other rights or restrictions (including the right to have any amounts payable to the holder, whether by way of or on account of dividends, repayment of capital or participation in surplus assets or profits of the Company paid in the currency of a country other than Australia), and for such consideration as the Directors think fit, and
   2. grant Options on such terms and conditions, at such times and for such consideration, as the Directors think fit.

2.2 Issues of Securities to related parties

Notwithstanding anything contained in this Constitution to the contrary, the Company will not issue Securities to a related party (as defined in the Listing Rules) of the Company to the extent that doing so would contravene the Listing Rules or the Corporations Law.

2.3 Preference Shares

1. The Company may issue any Shares as preference Shares, including preference Shares that are liable to be redeemed in a manner permitted by the Corporations Law.
2. Holders of preference Shares have the same rights as holders of ordinary Shares in relation to receiving notices, reports and audited accounts, and attending meetings of Members.
3. A holder of a preference Share only has the right to vote:
   1. during a period in which a dividend (or part of a dividend) in respect of the Share is in arrears;
   2. on a proposal to reduce the share capital of the Company;
   3. on a resolution to approve the terms of a buy-back agreement;
   4. on a proposal that affects rights attached to the Share;
   5. on a proposal to wind up the Company;
   6. on a proposal for the disposal of the whole of the property, business and undertaking of the Company, and
   7. during the winding-up of the Company.

2.4 Applications for Shares

Where the Company receives an application for a Share signed by or on behalf of the applicant and the Company allots a Share to the applicant as a consequence of that application, the application is to be treated as:

1. an agreement by the applicant to accept that Share subject to the terms and conditions on which the Share is allotted;
2. a request by the applicant for the Company to enter the applicant's name in the Register in respect of that Share, and
3. an agreement by the applicant to become a Member and, subject to the Corporations Law, to be bound by this Constitution on being registered as the holder of that Share.

2.5 Brokerage and commission on subscriptions for unissued Shares

1. The Company may pay brokerage or commission to a person in respect of that person or another person agreeing to subscribe for unissued Shares.
2. Payments by way of brokerage or commission may be satisfied by the payment of cash, by the allotment of fully or partly paid Shares or partly by the payment of cash and partly by the allotment of fully or partly paid Shares.

3.1 Uncertificated holdings and holding statements

1. Notwithstanding any other provision of this Constitution, the Directors may determine:
   1. not to issue Certificates, or
   2. to cancel existing Certificates without issuing any replacement Certificates,

   where such practice is not contrary to the Corporations Law, the Listing Rules and the SCH Business Rules.

2. Where the Directors have made a determination, a Member will be entitled to receive statements of the holdings of Shares of the Member as the Company is required to give pursuant to the Corporations Law, the Listing Rules and the SCH Business Rules.

3.2 Member's entitlement to Certificates

Subject to Article 3.1:

1. every Member will be entitled to one Certificate, or to several Certificates in reasonable denominations, in respect of each class of Shares registered in the Member's name, and
2. the Company will despatch Certificates to Members in accordance with the requirements of the Corporations Law, the Listing Rules and the SCH Business Rules.

3.3 Issuing of Certificates

1. Any Certificates will:
   1. be uniquely numbered;
   2. contain such information as required by the Corporations Law and the Listing Rules, and
   3. be executed in a manner permitted under the Corporations Law and the Listing Rules as the Directors may determine.
2. Subject to Article 3.4(c), the Company will not charge a fee for issuing Certificates.

3.4 Duplicate Certificates

1. If any Certificate is worn out or defaced, then, on production of it to the Directors, the Directors may order it to be cancelled and the Company may issue a duplicate of it.
2. If any Certificate is lost or destroyed, then, on application by the Member in accordance with the Corporations Law, the Company will issue a duplicate of it if required by the Corporations Law.
3. The Company will issue any duplicate Certificate under this Article 3.4:
   1. on the conditions set out in the Corporations Law and the Listing Rules, and
   2. subject to the Listing Rules, on payment of a fee (not exceeding that prescribed in the Corporations Law) as the Directors determine.

3.5 Certificates of joint holders

1. The number of Certificates issued in respect of Shares held jointly by two or more persons will be the same number that would be issued for those Shares if those Shares were held by one person.
2. Delivery of a certificate for a Share to any one of several joint holders named in the Register in relation to that Share is deemed to be delivery to all the joint holders.

3.6 Options

This Article 3 applies, with necessary alterations, to Options and other Securities to the extent required by the Corporations Law, Listing Rules or SCH Business Rules.

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4.1 Registered holder absolute owner

Except as required by law, the SCH Business Rules or as otherwise required by this Constitution, the Company is:

1. entitled to treat the registered holder of any Share as the absolute owner of that Share, and
2. not bound to recognise any equitable or other claim to, or interest in, that Share on the part of any other person, whether or not the Company has notice of that claim or interest.

4.2 Transferor is holder until transfer registered

A transferor of Shares remains the registered holder of the Shares transferred until the earlier of:

1. a Proper SCH Transfer for those Shares has taken effect in accordance with the SCH Business Rules, or
2. the transfer for those Shares is registered and the name of the transferee is entered in the Register in respect of them.

4.3 Non-closure and audit of Register

1. The Company will not close the Register in contravention of the Listing Rules or the SCH Business Rules.
2. While the Company is Listed, the Register will be audited at such intervals, by such person and in such manner as required by the Listing Rules and the SCH Business Rules.

4.4 Branch registers

1. Subject to the Corporations Law and this Constitution, the Directors may, on behalf of the Company, keep a branch register of Members at a place outside Australia and may comply with the requirements of any law applying in the place where the branch register is kept.
2. Subject to the Corporations Law, the Listing Rules and the SCH Business Rules, the Directors may make provision for the transfer of Shares between the Register and any branch register of Members.

4.5 Subregisters

1. The Company will:
   1. authorise SCH as its agent to establish and administer a CHESS Subregister, and
   2. establish and administer an issuer-sponsored subregister (as defined in the Listing Rules),

   for Securities of the Company to the extent required by the Corporations Law, the Listing Rules and the SCH Business Rules.

2. The Company will not provide for a certificated subregister (as defined in the Listing Rules) in contravention of the Listing Rules.
3. The Company will comply with all obligations imposed on the Company under the Listing Rules and the SCH Business Rules in respect of conversions of Securities of the Company from one subregister of the Register to another subregister of the Register.

5.1 Directors' power to make calls

Subject to the Corporations Law and the Listing Rules, the Directors may, on behalf of the Company:

1. make such calls on the Members as the Directors think fit in respect of all or any part of the amount unpaid on Shares held by the Members, unless the conditions of issue of the Shares make that money payable at fixed times, and
2. differentiate between the Members as to the amounts of calls to be paid on Shares and as to the times for payment of those calls.

5.2 Notice of call

1. Notices of any calls given by the Company must specify the amount of the call, the time and place of payment, the person to whom that call must be paid, and such other information as may be required by the Listing Rules.
2. The Company will give Members such notice of any call as may be required by the Listing Rules.
3. The non-receipt of a notice of any call or the accidental omission to give notice of any call to any of the Members will not invalidate the call.

5.3 Terms and time of calls

1. Subject to the Listing Rules and the conditions of issue of a Share, a call may be made payable by instalments.
2. Subject to the Listing Rules, the Directors may revoke or postpone any call.
3. A call is deemed to have been made when the Directors resolve to make the call.

5.4 Payment of calls

1. Subject to Article 5.4(b), each Member must pay the amount of every call so made on the Member at the times and places specified in the notice of the call.
2. If, by the terms of issue of any Share or otherwise, any amount unpaid on that Share is made payable at any fixed time or by instalments at fixed times, every such amount or instalment will be payable as if it were a call duly made by the Directors.
3. In this Constitution, a reference to a call includes an amount unpaid on Shares referred to in Article 5.4(b).

5.5 Interest on unpaid calls

1. If the sum payable in respect of any call is not paid on or before the date appointed for its payment, the holder for the time being of the Share in respect of which the call has been made will pay interest at the Prescribed Rate on the sum payable from the date appointed for payment to the time of the actual payment.
2. The Directors may waive payment of interest under Article 5.5(a) in whole or in part.

5.6 Liability of joint holders for calls

The joint holders of a Share are jointly and severally liable for the payment of all calls due in respect of that Share.

5.7 Proof of liability for calls

On the trial or hearing of any action for the recovery of any money due for any call, proof that:

1. the name of the Member sued is entered in the Register as the holder or one of the holders of the Shares in respect of the call, and
2. subject to Article 5.4(b), the resolution making the call is duly recorded in the minute book and notice of the call was duly given to the Member sued,

will be conclusive evidence of the debt due in respect of a call, and it will not be necessary to prove the appointment of the Directors who made the call or any other matter.

5.8 Payment of calls in advance

1. The Company may accept from any Member an amount representing all or any part of the amount unpaid on the Shares held by the Member beyond the amount actually called for.
2. The Company may pay interest on any advance payment pursuant to Article 5.8(a) to the extent that the amount paid for the time being exceeds the amount of the calls made on the Shares in respect of which the advance payment is made. The interest rate is to be agreed between the Directors and the Member who makes the advance payment.
3. The amount paid in advance pursuant to Article 5.8(a) will not confer a right to participate in a dividend determined to be paid or otherwise to participate in profits of the Company for the period before the date when the amount advanced would, but for such payment, have become payable.
4. The Directors may repay the amount advanced pursuant to Article 5.8(a) on giving to the Member at least 14 days notice in writing.

6.1 Notice to pay calls and interest

If any Member does not pay any call on or before the date for its payment, the Directors may, at any time after that date while any part of the call remains unpaid, serve a notice on that Member requiring the Member to pay the call, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of the non-payment.

6.2 Form of notice to pay calls and interest

A notice under Article 6.1 must:

1. specify a date, being not less than 10 Business Days from the date of the notice, and a place or places on and at which the call, interest and expenses are to be paid, and
2. state that if payment is not made at or before the time and at the place appointed, the Shares in respect of which the call was made will be liable to be forfeited.

6.3 Failure to comply with notice

1. If the requirements of any notice under Article 6.1 are not complied with, the Directors may by resolution, at any time after the date specified in the notice but before payment of all calls, interest and expenses due in respect of the Shares the subject of the notice, forfeit all or any of those Shares.
2. Forfeiture will include all dividends determined to be paid in respect of the forfeited Shares and not actually paid before the forfeiture.
3. Forfeiture of Shares held on the CHESS Subregister must comply with the SCH Business Rules.

6.4 Notice of forfeiture

1. When any Share has been forfeited, the Company must:
   1. give notice of the forfeiture to the Member in whose name it stood immediately before the forfeiture, and
   2. make an entry of the forfeiture with the date of forfeiture in the Register.

2. Failure by the Company to give notice or to make an entry as specified in Article 6.4(a) will not invalidate the forfeiture in any way.

6.5 Sale or reissue of forfeited Shares

Subject to the Listing Rules, the Directors may, on behalf of the Company, sell, otherwise dispose of or reissue a Share that has been forfeited on such terms and in such manner as the Directors think fit and, in the case of reissue, with or without any money paid on the Share by any former holder being credited as paid up.

6.6 Cancellation of forfeiture

Where any Share has been forfeited, the Directors may, on behalf of the Company, at any time before a sale, disposition or reissue of the Share, cancel the forfeiture on such terms as the Directors think fit.

6.7 Company may receive consideration

Subject to Article 7.5, the Company may receive the consideration (if any) given for a forfeited Share on any sale, disposition or reissue of the Share.

6.8 Previous holder's position

1. Any Member whose Shares have been forfeited ceases to be a Member in respect of the forfeited Shares.
2. Notwithstanding Article 6.8(a) but subject to Article 6.8(c), a Member whose Shares have been forfeited remains liable to pay to the Company all calls, interest and expenses owing on or in respect of those Shares at the time of forfeiture, together with interest on such amounts from the time of forfeiture until payment at the Prescribed Rate.
3. Subject to the Listing Rules, the Directors may, on behalf of the Company:
   1. enforce the payment of all or any part of the amounts referred to in Article 6.8(b) if the Directors think fit but are not under any obligation so to do, or
   2. release a Member from the liability to pay any amount referred to in Article 6.8b.

6.9 Proof of due forfeiture

A certificate in writing from the Company signed by two Directors or one Director and the Secretary that:

1. a call in respect of any Shares was made;
2. notice of the call was served;
3. default in payment of the call was made, and
4. forfeiture of the Shares was made by resolution of the Directors to that effect,
will be sufficient evidence of:
5. the facts stated in such certificate as against all persons claiming to be entitled to those Shares, and
6. the right and title of the Company to dispose of them.

7.1 Company's lien for calls

1. The Company has a first and paramount lien on:
   1. the specific Shares registered in the name of the Member, whether solely or jointly with others;
   2. the proceeds of sale of those Shares, and
   3. all dividends from time to time determined to be payable in respect of those Shares,
   for:
   4. each unpaid call or instalment which is due but unpaid on those Shares;
   5. all amounts that the Company is required by law to pay, and has paid, in respect of those Shares or the forfeiture or sale of those Shares, and
   6. reasonable interest and expenses incurred by the Company because any of the abovementioned amounts is not paid by the holder of those Shares.

2. Unless otherwise agreed, the registration of a transfer of a Share will operate as a waiver of the Company's lien (if any) on that Share.

7.2 Payments by the Company on Member's behalf

If any law of any country, state or place imposes or purports to impose any immediate or future liability upon the Company to make any payment, or empowers any government or taxing authority or governmental official to require the Company to make any payment:

1. in respect of Shares held solely or jointly;
2. in respect of a transfer or transmission of Shares by a Member;
3. in respect of dividends, bonuses or other moneys due or payable or which may become due and payable to a Member, or
4. otherwise for or on account of or in respect of a Member,
whether as a consequence of:
5. the death of that Member;
6. the non-payment of any income tax, capital gains tax, wealth tax or other tax by that Member or the Personal Representative of that Member;
7. the non-payment of any estate, probate, succession, death, stamp or other duty by that Member or the Personal Representative of that Member, or
8. any other act or thing,
then, in addition to any right or remedy that law may confer on the Company:
9. the Member or, if the Member is deceased, the Member's Personal Representative, will:
   1. fully indemnify the Company against that liability;
   2. reimburse the Company for any payment made under or as a consequence of that law immediately on demand by the Company, and
   3. pay interest from the date the Company makes a payment under or as a consequence of that law until the date the Company is reimbursed for that payment at such rate (not exceeding any rate prescribed by or under the Corporations Law) as the Directors determine;

10. the Company may recover, as a debt due from that Member or from that Member's Personal Representative, any money payable to the Company under this Article 7.2, and
11. except in the case of a Proper SCH Transfer and subject to the Listing Rules, the Company may refuse to register a transfer of any Shares by that Member or that Member's Personal Representative until all money payable to the Company under this Article 7.2 has been paid.

7.3 Recovery by Company of amount paid on Member's behalf

Subject to the Listing Rules, all amounts paid or to be paid under Article 7 may be:

1. deducted by the Company from any money payable by the Company to that Member or that Member's Personal Representative (as the case may be) in respect of those Shares, or
2. recovered by the Company by action or otherwise from the Member or the Member's Personal Representative (as the case may be).

7.4 Enforcement of liens by sale

1. Subject to this Article 7.4, for the purpose of enforcing any lien, the Directors may, on behalf of the Company, sell the Shares subject to the lien in such manner as the Directors think fit.
2. Subject to Article 7.2, no sale of Shares subject to a lien will be made until:
   1. notice in writing of the intention to sell has been served on the Member or the Member's Personal Representative (as the case may be), and
   2. the Member or the Member's Personal Representative has defaulted in the payment, fulfilment or discharge of the debts or liabilities giving rise to the lien for 10 Business Days after service of that notice.

3. Any notice under this Article must comply with the Listing Rules and the SCH Business Rules.

7.5 Application of proceeds of sale, other disposal or reissue

1. The proceeds of any sale, other disposal or reissue of any Shares pursuant to Article 6 or this Article 7 will be applied in payment of:
   1. first, the expenses of the sale, other disposal or reissue;
   2. second, any expenses necessarily incurred in respect of the forfeiture, enforcement of a lien on the sale, other disposal or reissue, and
   3. third, the calls, interest, expenses, money paid or liabilities due and unpaid,
   and the residue (if any) will be held on trust by the Company until paid to the Member or the Member's Personal Representative or assigns (as the case requires) or as that person directs in writing.

2. The Company will so pay the residue (if any) referred to in Article 7.5(a) within five Business Days of the Company receiving the Certificate (if any) that relates to the forfeited Shares or such other satisfactory evidence as the Company may require relating to ownership of the forfeited Shares.

7.6 Execution of transfer of Shares sold

On any sale or other disposal after forfeiture under Article 6, or on enforcing a lien in purported exercise of the powers in this Article 7, the Directors may:

1. appoint a person to effect a transfer of the Shares sold or otherwise disposed of, and that person will have authority to do all things as may be necessary or appropriate for it to do to effect the transfer; and
2. cause the transferee's name to be entered in the Register in respect of the Shares sold or otherwise disposed of.

7.7 Transferee's title

1. The title of the transferee to the Shares sold under Article 6 or this Article 7 is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the Share.
2. The transferee of Shares sold under Article 6 or this Article 7 is not bound to determine the regularity of the proceedings or the application of the purchase money (if any) and, after the transferee's name has been entered in the Register in respect of those Shares, the validity of the sale or other disposal will not be impeached by any person.
3. The remedy of any person aggrieved by a sale or other disposal of Shares under Article 6 or this Article 7 will be in damages only and against the Company exclusively.

7.8 Exemption from lien

The Directors, on behalf of the Company, may at any time exempt any Share wholly or in part from the provisions of this Article 7.

7.9 Protection of lien

The Company may do all such things as may be necessary or appropriate for it to do under the Listing Rules and the SCH Business Rules to protect any lien, charge or other right to which it may be entitled under any law or this Constitution.

7.10 Further powers regarding transfers

Following the sale of any Shares after forfeiture or for enforcing a lien, charge or right to which the Company is entitled under any law or under this Constitution, the Company may do all things necessary or desirable for it to do under the SCH Business Rules in relation to a transfer effected by a Proper SCH Transfer.

8.1 Forms of transfer

Subject to this Constitution, a Member may transfer any Shares the Member holds by:

1. a Proper SCH Transfer or any other method of transferring or dealing in shares introduced by the ASX or operated in accordance with the SCH Business Rules or Listing Rules and, in any such case, recognised under the Corporations Law, or
2. a written instrument of transfer in any usual form or in any other form approved by either the Directors or the ASX that is otherwise permitted by law.

8.2 CHESS transfers

1. The Directors may do anything they consider necessary or desirable and that is permitted under the Corporations Law, the Listing Rules and the SCH Business Rules to facilitate involvement by the Company in any system established or recognised by the Corporations Law and the Listing Rules or the SCH Business Rules in respect of transfers of, or dealings in, marketable securities.
2. The Company will comply with all obligations imposed on the Company under the Corporations Law, the Listing Rules and the SCH Business Rules in respect of a Proper SCR Transfer or any other transfer of Shares.
3. Notwithstanding any other provision in this Constitution, the Company will not prevent, delay or interfere with the generation, or registration, of a Proper SCH Transfer, except as expressly permitted by the Corporations Law, the Listing Rules or the SCH Business Rules.

8.3 Registration process

The following provisions apply to instruments of transfer referred to in Article 8.1(b):

1. unless the instrument of transfer is otherwise a sufficient transfer under the Corporations Law, the instrument will be signed by, or executed by or on behalf of:
   1. the transferor, and
   2. if required by the Company, the transferee;
2. the instrument of transfer will be left at the place where the Register is kept, accompanied by the Certificate (if any) in respect of the Shares to be transferred and such other evidence as the Directors require to prove the transferor's title to, or right to transfer, the Shares, and
3. on registration of a transfer of Shares, the Company will cancel the old Certificate (if any).

8.4 Directors to register transfers

Subject to Articles 7.2(k), 8.3, 8.5, 8.10, 8.11 and 8.13, the Directors will not refuse to register, or fail to register or give effect to, a transfer of Shares.

8.5 Refusal to register transfers other than Proper SCH Transfer

1. The Directors may refuse to register any transfer of Shares (other than a Proper SCH Transfer) where the Listing Rules permit the Company to do so.
2. The Directors will refuse to register any transfer of Shares (other than a Proper SCH Transfer) where:
   1. the Corporations Law or the Listing Rules require the Company to do so, or the transfer is in breach of the Listing Rules, or
   2. those Shares are Restricted Securities and the transfer is in breach of any Restriction Agreement in respect of those Shares.

8.6 Notice of refusal to register

1. Where the Directors refuse to register a transfer of Shares under Article 8.5, the Company will give written notice of the refusal and the reasons for the refusal to the transferee and the person who lodged the transfer, if not the transferee, within five Business Days after the date on which the transfer was lodged with the Company.
2. Failure by the Company to give notice under Article 8.6(a) will not invalidate the refusal to register the transfer in any way.

8.7 Retention of transfers by Company

1. All instruments of transfer of Shares that are registered will be retained by the Company.
2. Except in the case of fraud, any instrument of transfer of Shares that the Directors decline or refuse to register will, on demand, be returned to the transferee.

8.8 Powers of attorney

Any power of attorney granted by a Member empowering the donee to transfer Shares which may be lodged, produced or exhibited to the Company or any Officer of the Company:

1. will be taken and deemed to continue and remain in full force and effect as between the Company and the grantor of that power, and
2. may be acted on until express notice in writing that it has been revoked or notice of the death of the grantor has been given and lodged at the Office or at the place where the Register is kept.

8.9 No fees for registering transfers

1. Subject to Article 8.9(b), the Company will not charge a fee for:
   1. registering Proper SCM Transfers;
   2. registering paper-based transfers in registrable form;
   3. splitting certificates, renunciations and transfer forms;
   4. issuing certificates and transmission receipts;
   5. effecting conversions between subregisters of the Register;
   6. noting transfer forms;
   7. issuing a statement showing the opening balance of a holding on any issuer-sponsored subregister maintained pursuant to Article 4.5;
   8. issuing a routine transaction statement, as defined in the Listing Rules, to a Member on any issuer-sponsored subregister maintained pursuant to Article 4.5, or
   9. sending to a Member details of a change to the Member's holding of Shares that arises from an issue of Shares or an acquisition of rights.

2. The Company may charge a reasonable fee:
   1. pursuant to Article 3.4(c);
   2. for marking a transfer form, or marking a renunciation and transfer form, within two Business Days after the form is lodged with the Company, and
   3. for issuing a special transaction statement, as defined in the Listing Rules.

8.10 Restricted Securities

Except as permitted by the Listing Rules or the ASX:

1. the registered holder of a Security that is a Restricted Security will not Dispose of that Security during the escrow period specified in the Restriction Agreement in respect of that Security, and
2. the Company will refuse to acknowledge a Disposal (including registering a transfer) of a Security that is a Restricted Security during the escrow period specified in the Restriction Agreement in respect of that Security.

8.11 Holding Locks

The Company may, or may request the SCH to, apply or remove a Holding Lock to Securities where permitted to do so under the Listing Rules and SCH Business Rules.

8.12 Options

Articles 8.2, 8.4, 8.5, 8.6 and 8.9 apply, with necessary alterations, to Options and other Securities to the extent permitted by the Corporations Law, Listing Rules or SCH Business Rules.

8.13 Proportional takeovers

1. Subject to the Listing Rules and the SCH Business Rules, but notwithstanding any other provision of this Constitution, the Directors may refuse any transfer of Shares giving effect to a takeover contract for a proportional takeover bid unless and until a resolution to approve the bid is approved in accordance with the provisions of Schedule 2.
2. This Article 8.13 ceases to have effect on the third anniversary of the date of its adoption, or last renewal, in accordance with the Corporations Law.

9.1 Title to Shares of deceased Member and deceased joint holder

1. If a Member (not being one of several joint holders) dies, the Company will recognise only the Personal Representative of that Member as having any title to or interest in the Shares registered in the name of that Member or any benefits accruing in respect of those Shares.
2. If a Member (being any one or more of the joint registered holders of any Shares) dies, the Company will recognise only the surviving joint registered holders of those Shares as having any title to or interest in, or any benefits accruing in respect of, those Shares.
3. Nothing in this Constitution will be taken to release the estate of a deceased Member from any liability.
4. Where two or more persons are jointly entitled to any Share in consequence of the death of the registered holder of that Share, for the purpose of this Constitution they will be deemed to be joint holders of that Share.

9.2 Title to Shares on transmission event

1. Subject to the Bankruptcy Act 1966, the Corporations Law and the SCH Business Rules, a Transmittee who gives the Directors the information they reasonably require to establish the Transmittee's entitlement to be registered as the holder of any Shares may:
   1. elect to be registered as a Member in respect of those Shares by giving a signed notice in writing to the Company, or
   2. transfer those Shares to another person.

2. Subject to the SCH Business Rules, a notice or transfer under Article 9.2(a) is subject to all the provisions of this Constitution relating to transfers of Shares as if the event giving rise to the Transmittee's entitlement to the Shares had not occurred and the notice or transfer was a transfer signed by that Member.
3. If the Company has acted in good faith in registering a Transmittee or the transferee of a Transmittee under this Article 9.2, that person will indemnify the Company to the extent of any loss or damage suffered by the Company as a result of such registration.

9.3 Rights of Transmittce

1. Subject to Article 9.3(b), a Transmittee who has given to the Directors the information referred to in Article 9.2(a) is entitled to the same rights to which the Transmittee would be entitled if registered as the holder of the Share.
2. Subject to the Corporations Law, a Transmittee will not be entitled in respect of a Share to exercise any right conferred by membership in relation to general meetings or meetings of Members in respect of that Share until the Transmittee is registered as a holder of the Share.

10.1 Converting shares

1. The Company may by ordinary resolution passed at a general meeting convert all or any of its Shares into a larger or smaller number of Shares.
2. Subject to the Listing Rules, where Shares are converted under Article 10.1(a), the Company in general meeting may determine by special resolution that as between the Shares resulting from that conversion, one or more of the Shares has some preference or special advantage in relation to dividends, capital, voting or anything else over or compared with one or more of the other Shares.

10.2 Reductions of capital

1. Subject to the Corporations Law and the Listing Rules, the Company may reduce its share capital in any manner.
2. Without limiting the generality of Article 10.2(a), 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 Paid Up shares, debentures, debenture stock or other securities of any other Corporation or in any one or more of such ways.
3. Where the Company, pursuant to a reduction of its share capital, distributes to its Members shares in another Corporation:
   1. the Members will be deemed to have agreed to become members of that Corporation, and
   2. 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 effect the distribution of shares to that Member.

10.3 Power to buy back Shares

Subject to the Corporations Law and the Listing Rules, the Company may buy Shares in itself on terms and at times determined by the Directors.

10.4 Cancelling Shares

The Company may by ordinary resolution passed at a general meeting cancel Shares that have been forfeited under the terms on which the Shares are on issue.

10.5 Disposal of less than Marketable Parcels

If at any time the total number of Shares held by a Member is less than a Marketable Parcel, the Company may procure the disposal of those Shares in accordance with the provisions of Schedule 1 and the Listing Rules.

11.1 Consent or special resolution of Members in class

If at any time the share capital is divided into different classes of Shares, the rights attached to any class may be varied or cancelled unless otherwise provided by this Constitution or by the terms of issue of the Shares of that class:

1. with the consent in writing of holders of the Shares included in that class who are entitled to at least 75% of the votes that may be cast in respect of those Shares, or
2. by a special resolution passed at a separate meeting of the holders of the Shares included in that class.

11.2 Meetings of class Members

1. The provisions contained in this Constitution concerning general meetings or meetings of Members will apply, so far as they are capable of application and with the necessary changes, to every meeting held under Article 11.1 but so that the necessary quorum is two or more persons who, between them, hold or represent by proxy or attorney or Representative, at least one-fourth of the Shares of the class.
2. Any holder of Shares of the class present in person or by proxy, attorney or Representative, may demand a poll.

11.3 No variation of rights of preference Shares

If the Company issues any new preference Shares that rank equally with an existing class of preference Shares, the issue of the new preference Shares is not a variation of the rights attaching to the existing preference Shares unless otherwise expressly provided by the terms of issue of the existing preference Shares.

12.1 Calling meetings of Members

1. The Directors may call a meeting of Members whenever they think fit.
2. To the extent permitted by the Corporations Law, a Director may call a meeting of Members.
3. The Directors will call and arrange a general meeting on the request of Members made in accordance with the Corporations Law.
4. The Members may call and arrange to hold a general meeting as provided by the Corporations Law.

12.2 Annual general meetings

The Company will hold annual general meetings in accordance with the Corporations Law and the Listing Rules.

12.3 Notice of Members' meetings

The Company must give to Members not less than Prescribed Notice of a meeting of Members.

12.4 Contents of notice

A notice of a meeting of Members will:

1. set out the place, date and time of the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this);
2. subject to the Corporations Law, state the general nature of the business of the meeting;
3. if a special resolution is to be proposed at the meeting, set out the intention to propose the special resolution and state the resolution;
4. in the case of an election of Directors, set out the names of the candidates for election;
5. if an Eligible Member is entitled to appoint a proxy, contain a statement that:
   1. the Eligible Member has a right to appoint a proxy;
   2. the proxy of an Eligible Member does not need to be a Member, and
   3. an Eligible Member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of the Eligible Member's votes each proxy is entitled to exercise;
6. state the date and time before (but not more than 48 hours before) the meeting at which attendance and voting rights for the meeting (and any adjournment of such meeting for less than the Prescribed Period) will be fixed, and
7. set out or include any additional information or documents specified by the Corporations Law and the Listing Rules.

12.5 Failure to give notice

Subject to the Corporations Law, the accidental omission to give notice of any meeting of Members to, or the non-receipt of that notice by, any of the Members will not invalidate any resolution passed at that meeting.

12.6 Notice of adjourned meeting

1. Whenever a meeting of Members is adjourned for a period not exceeding the Prescribed Period, no further notice of the time and place of the adjourned meeting need be given by the Company.
2. Whenever a meeting of Members is adjourned for a period exceeding the Prescribed Period, at least three days' notice of the time and place of the adjourned meeting will be given by the Company.

12.7 Persons entitled to notice of meeting of Members

1. Notice of every meeting of Members (including an adjourned meeting referred to in Article 12.6(b)) will be given in a manner authorised by Article 33.1 and in accordance with the Corporations Law and Listing Rules to:
   1. every Member;
   2. every Director and Alternate Director;
   3. the auditors of the Company, and
   4. the ASX.

2. Subject to the Corporations Law, no person other than those persons specified in Article 12.7(a) is entitled to receive notices of meetings of Members.

12.8 Persons entitled to attend meetings of Members

1. All Eligible Members are entitled to attend meetings of Members, as are any other persons entitled to attend under the Corporations Law or the Listing Rules.
2. Subject to this Constitution, each Director is entitled to attend and speak at all meetings of Members.
3. The chairperson of a meeting of Members may require any person to leave and remain out of any meeting of Members if that person, in the opinion of the chairperson, is not complying with his or her reasonable directions.

12.9 Postponement or cancellation of meeting

The Directors may whenever they think fit postpone or cancel any meeting of Members other than a meeting called as a result of a request under Article 12.1(c) or Article 12.1(d).

12.10 Meeting of Members at more than one place

1. A meeting of Members called in accordance with this Constitution may be held in two or more separate meeting places linked together by an instantaneous audiovisual communication device or any other Technology which, by itself or in conjunction with other arrangements:
   1. gives the Members as a whole in the separate meeting places a reasonable opportunity to participate in proceedings;
   2. enables the chairperson to be aware of proceedings in each such place, and
   3. enables the Members in each such place to vote on a show of hands and on a poll.

2. A Member present at one of the separate meeting places is taken to be present at the meeting of Members and entitled to exercise all rights that the Member is granted under this Constitution.
3. Where a meeting of Members is held in two or more separate places pursuant to Article 12.10(a), that meeting will be deemed to have been held at one of those places as is determined by the chairperson of the meeting.

13.1 Business of annual general meeting

The business of an annual general meeting is to:

1. receive and consider the annual financial report and any other accounts, reports and statements as are required to be laid before the meeting;
2. elect Directors;
3. determine the remuneration of the Directors, and
4. transact any other business which under this Constitution or the Corporations Law ought to be or may be transacted at an annual general meeting.

13.2 Special business

1. All business transacted at an annual general meeting other than the matters specified in Article 13.1 and all business transacted at any other meeting of Members will be deemed special business.
2. Subject to the Corporations Law, no person may move at any meeting of Members:
1. any resolution (other than a resolution in the same terms as specified in the notice of meeting), or
2. any amendment of a resolution, in respect of special business, unless the approval of the chairperson of the meeting is obtained.

13.3 Quorum

1. A quorum for a meeting of Members is two Eligible Voters who have the right to vote at that meeting.
2. For the purposes of determining whether a quorum is present:
   1. where an Eligible Member appoints more than one proxy or attorney or Representative, only one such proxy, attorney or Representative will be counted, and
   2. an Eligible Member who is present in their own capacity and as a proxy, attorney or Representative of another Eligible Member will be counted only once.

3. No business can be transacted at any meeting of Members unless the requisite quorum is present at the commencement of the meeting.
4. If a quorum is present at the beginning of a meeting of Members it is deemed present throughout the meeting unless the chairperson otherwise declares on the chairperson's own motion or on the motion of an Eligible Voter.
5. If half an hour after the time appointed for a meeting of Members a quorum is not present:
   1. a meeting called by the Directors on a request of Members, or called by the Members as is provided by the Corporations Law, will be dissolved, and
   2. in any other case, the meeting will be adjourned to the date, time and place as the Directors may by notice to the Members appoint but, failing such appointment, then to the same day in the next week at the same time and place as the meeting adjourned.

6. If after half an hour from the time appointed for an adjourned meeting of Members, a quorum is not present then the meeting will be dissolved.

13.4 Chairperson

1. The chairperson of Directors or, in the chairperson's absence, the deputy chairperson, if any, will preside as chairperson at every meeting of Members.
2. If:
   1. there is no chairperson or deputy chairperson, or
   2. at any meeting of Members neither the chairperson nor the deputy chairperson is present within 15 minutes of the time appointed for holding the meeting or willing to act as chairperson for all or part of that meeting,
   the Director present or, if more than one Director is present, a majority of those Directors present, may choose another Director as chairperson of the meeting of Members or part of that meeting (as the case may be).
3. If no Director is present or if all Directors present decline to act as chairperson of all or part of a meeting of Members, the Eligible Members present may choose one of their number to be chairperson of that meeting or part of that meeting (as the case may be).

13.5 Voting: show of hands or poll

1. At any meeting of Members a resolution put to the vote of the meeting will be decided on a show of hands unless:
   1. before a vote is taken, or
   2. before or immediately after the declaration of the result of the show of hands,
   a poll is demanded:
   3. by the chairperson;
   4. by at least five Eligible Members, present in person or by proxy or attorney or by a Representative, having the right to vote at the meeting, or
   5. by any Eligible Member or Eligible Members, present in person or by proxy or attorney or by a Representative, who are together entitled to at least 5% of the votes that may be cast on that resolution on a poll.
2. No poll will be demanded on any resolution concerning the election of a chairperson of a meeting or the adjournment of any meeting.

13.6 Questions decided by majority

Subject to the requirements of the Corporations Law in relation to special resolutions, a resolution will be taken to be carried if more votes are cast in favour of the resolution than against it.

13.7 Declaration by chairperson of resolution's result

A declaration by the chairperson of a meeting of Members that a resolution has on a show of hands been carried or carried by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Company, will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

13.8 Conduct of poll

1. If a poll has been demanded under this Article 13, it will be taken:
   1. in such manner and at such time and place as the chairperson directs, and
   2. either at once or after an interval or adjournment or otherwise.
2. The result of the poll will be deemed to be the resolution of the meeting of Members at which the poll was demanded.
3. A demand for a poll may be withdrawn.
4. A demand for a poll will not prevent the continuance of the meeting or the transaction of any business other than the resolution on which a poll has been demanded.

13.9 Adjournment of meetings of Members

1. The chairperson must adjourn a meeting of Members from time to time and from place to place or close that meeting if the Eligible Members present with a majority of votes that may be cast at that meeting agree or direct the chairperson to do so.
2. No business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

13.10 General conduct of meetings

1. Subject to the Corporations Law, the chairperson will be responsible for the general conduct of meetings of Members and for the procedures to be adopted at meetings of Members.
2. The chairperson may make rulings or adjourn a meeting of Members without putting the question (or any question) to the vote if such action is required to ensure the orderly conduct of the meeting.
3. The chairperson may require the adoption of any procedures which are, in the chairperson's opinion, necessary or desirable for the proper and orderly casting or recording of votes at any meeting of Members, whether on a show of hands or on a poll.
4. The chairperson may determine conclusively any dispute concerning the admission, validity or rejection of a vote at a meeting of Members.
5. The chairperson of a meeting of Members may refuse admission to, or require to leave and remain out of, the meeting any person:
   1. in possession of a pictorial-recording or sound-recording device;
   2. in possession of a placard or banner;
   3. in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption;
   4. who refuses to produce or to permit examination of any article, or the contents of any article, in the person's possession, or
   5. who behaves or threatens to behave in a dangerous, offensive or disruptive manner.
6. The chairperson may delegate the powers conferred by this Article to such person or persons as he or she thinks fit.
7. Nothing contained in this Article 13.10 will be taken to limit the powers conferred on the chairperson by law.
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14.1 Number of votes

Subject to any special rights or restrictions for the time being attaching to any class of Shares and Articles 14.3, 14.6, 14.7, 14.8 and 15.10:

1. on a show of hands at a meeting of Members, every Eligible Voter present has one vote, and
2. on a poll at a meeting of Members, every Eligible Member (not being a Corporation) present in person or by proxy or attorney, and every Eligible Member (being a Corporation) present by a Representative or by proxy or attorney, has one vote for each Share that Eligible Member holds, but if:
   1. at any time there is on issue any Share which has not been fully Paid Up, that Share on a poll will confer only that fraction of one vote which the amount paid (not credited) on that Share, excluding any amounts paid up in advance of the applicable due date for payment, bears to the total amounts paid and payable (excluding amounts credited) on that Share, and
   2. the total number of votes to which an Eligible Member is entitled on a poll does not constitute a whole number, then the Company will disregard the fractional part of that total.

14.2 Votes of incapacitated Member

If a Member is mentally incapacitated, the person entitled to manage that Member's estate may, subject to Article 9.3(b), exercise any rights of the Member in relation to a meeting of Members as if that person were the Member.

14.3 No vote if call unpaid or breach of Restriction Agreement

Not withstanding this Article 14, an Eligible Voter will not be entitled to vote on any resolution, whether on a show of hands or on a poll, in respect of any Shares:

1. on which any calls due and payable in respect of those Shares have not been paid, or
2. that are Restricted Securities where there is a subsisting breach of any Restriction Agreement in respect of those Shares.

14.4 Objections to qualification to vote

1. No objection to the qualification of any person to vote at a meeting of Members will be raised except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at that meeting is valid for all purposes.
2. Any objection to the qualification of any person to vote at a meeting of Members made within the time referred to in Article 14.4(a) will be referred to the chairperson of the meeting, whose decision, made in good faith, is final and conclusive.

14.5 Vote of joint holders

1. Where there are joint registered holders of any Shares, any one of them may vote at any meeting of Members personally, by proxy, by attorney or by Representative in respect of those Shares as if that person was solely entitled to those Shares.
2. If more than one of the joint holders of any Shares is present as an Eligible Voter at any meeting of Members, only the joint holder present whose name stands first in the Register in respect of the Shares is entitled to vote in respect of those Shares as an Eligible Voter.
3. For the purposes of this Article 14.5, several Personal Representatives of a deceased Member in whose sole name any Shares are registered will be deemed joint holders of those Shares.

14.6 Proxy not to vote if Member present

If an Eligible Member is present at a meeting of Members and a proxy or attorney for such Eligible Member is also present, the proxy or attorney is not, in respect of the Shares to which the proxy or attorney relates, entitled to speak at the meeting or vote on a show of hands or on a poll.

14.7 When numerous proxies are present

If more than one proxy or attorney for an Eligible Member is present at a meeting of Members, then:

1. none of them will be entitled to vote on a show of hands, and
2. on a poll the vote of each one is of no effect where each such person is appointed to exercise a specified:
   1. number of the Eligible Member's votes and such numbers in aggregate exceed the total number of votes that could be cast by the Eligible Member, or
   2. proportion of the Eligible Member's votes and such proportions in aggregate exceed 100%.

14.8 No vote if contrary to Corporations Law or Listing Rules

Notwithstanding anything contained in this Constitution to the contrary:

1. an Eligible Voter will not be entitled to vote, and
2. the Company will disregard any vote purported to be cast by an Eligible Voter on a particular resolution where such a vote is prohibited by the Corporations Law, the Listing Rules or the ASX, or by an order of a court of law binding upon the Eligible Voter or the Company.

15.1 Right to appoint proxy or attorney

1. An Eligible Member who is entitled to attend and cast a vote at a meeting of Members may appoint a person (whether a Member or not) as the Eligible Member's proxy or attorney, as the case may be, to attend and vote for the Eligible Member at the meeting.
2. If an Eligible Member is entitled to cast two or more votes at a meeting of Members, that Eligible Member may appoint two proxies or attorneys.
3. The appointment of a proxy or attorney by an Eligible Member may specify the proportion or number of the Eligible Member's votes that the proxy or attorney may exercise.
4. Where an Eligible Member appoints two proxies or attorneys, and the appointment does not specify the proportion or number of the Eligible Member's votes that each proxy or attorney may exercise, each such proxy or attorney, as the case may be, may exercise one half of the votes of the Eligible Member.
5. If the total number of votes to which a proxy or attorney is entitled to exercise does not constitute a whole number, then the Company will disregard the fractional part of such total.
6. A proxy or attorney may be appointed for all meetings or for any number of meetings or for a particular purpose.

15.2 Form of proxy or attorney

1. An instrument appointing a proxy or attorney:
   1. must be in writing executed under the hand of the appointer or of the appointer's attorney duly authorised in writing or, if the appointer is a Corporation, under its common seal (if any) or the hand of its duly authorised attorney or executed in a manner permitted by the Corporations Law;
   2. may contain directions as to the manner in which the proxy or attorney, as the case may be, is to vote in respect of any particular resolution or resolutions, and
   3. subject to the Corporations Law, may otherwise be in any form that the Directors may prescribe or accept.
2. A facsimile of a written appointment of a proxy or a power of attorney is valid provided that it complies with the other requirements of this Constitution.
3. An appointment of a proxy is not invalid by virtue only of the fact that it contains only some but not all of the information required by the Corporations Law.

15.3 Directors or chairperson decide validity

Subject to the Corporations Law, the chairperson's decision or, in his or her absence, the Directors' decision as to the validity of a proxy or power of attorney or a facsimile thereof will be final and binding.

15.4 Authority conferred on proxy or attorney

Unless otherwise provided in the instrument, an instrument appointing a proxy or attorney will be taken to confer authority:

1. to vote on a show of hands in accordance with the directions (if any) given in the instrument;
2. even though the instrument may refer to specific resolutions and may direct the proxy or attorney how to vote on those resolutions, to vote on any:
   1. amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion, and
   2. procedural motion, including any motion to elect