Articles of Association. Equipsuper Pty Ltd ACN

Transcription

1 Articles of Association Equipsuper Pty Ltd ACN Consolidated copy (representing the articles of association attached to the shareholder resolution dated 5 February 2016, and taking effect on 1 July 2016 being the date on which all of the shares in the company were transferred from the Independent Director to the Holding Company). Page 1

2 Contents 1. Interpretation and definitions Headings and index Replaceable rules not to apply Preliminary expenses Proprietary company restrictions Ordinary shares Conditions of issue of shares Preference shares Allotment of shares Modification of rights Modification of rights by further issues Trusts not recognised Other rights not recognised Entitlement to certificates Lost scrip Company s remedies Enforceability Transfers Form of transfer Directors power to refuse Proof of title Disposal of transfers Title on death Closing of register Transmission Page 2

3 26. Increase of capital Other alterations of capital Annual general meeting Other general meetings Convening of meetings Notice of general meetings Waiver of notice Omission to give notice Quorum Lack of quorum Chairman Adjournment Required majority Minutes as evidence of result Poll No casting vote Written resolution without meeting Entitlement to votes Joint holders Unsound mind Minors Manner of voting Disputed votes Proxies Form of proxy Time for lodgement Validity of votes Corporations acting by Representatives Attorneys of shareholders Form of power of attorney Page 3

4 56. Validity of acts of attorney Attorney s powers The Board Appointment of Employer Directors Removal of Employer Directors Appointment of Member Directors Casual vacancies among Member Directors Vacation of office Remuneration No share qualification Interests of Directors Directors holding other office Alternate Directors Powers of the Board Appointment of Auditor Attorneys Procedure generally Calling of Board meetings Quorum Decision of questions Directors may act despite vacancies Chairman Meetings by electronic means Validity of irregular acts Delegation Written resolution without meeting Secretary Minutes The seal and execution of documents Cheques Page 4

5 86. Seal for use outside Victoria Inspection of records Declaration of dividends Dividend rights Dividends out of profits Joint holders Payment Interest Deduction of debts Reserves and provisions Capitalisation of profits and reserves Modes of giving notice Notice by post Notice by advertisement Joint holders Deceased shareholders Entitlement to notice Winding up Indemnity Page 5

6 PRELIMINARY 1. Interpretation and definitions Definitions In these Articles unless the context otherwise requires APRA means the Australian Prudential Regulation Authority. Articles means these articles of the Company and includes all alterations of and additions to these Articles from time to time in force; Auditor means the auditor for the time being of the Company; Board means the Directors for the time being or such number of them as have authority to act for the Company acting as a body; Chairman means the person who serves pursuant to Article 77; Company means Equipsuper Pty Ltd (ACN ), by whatever name it is subsequently known from time to time; Corporations Law means the Corporations Act 2001 as amended and in force from time to time in relation to the Company or the Fund, and includes all regulations and instruments made thereunder; Dividend includes bonus and interim dividend; the Directors means the Board; Director includes a person duly appointed under these Articles; Employer means any employer which contributes to the Fund wholly or partly pursuant to an arrangement between that employer and the trustee for the time being of a Fund; ES Fund means the regulated superannuation fund of which the Company is presently the trustee, now known as Equipsuper (ABN ) (formerly known as the Victorian Energy Industry Superannuation Fund ), by whatever name it is known from time to time; Fund means either one or all of, as the context requires: (a) the ES Fund; and (b) any other superannuation fund of which the Company is trustee of from time to time; Fund Member means a person who is for the time being a member of a Fund; Holding Company means Equipsuper Financial Holdings Pty Ltd ACN , by whatever name it is subsequently known from time to time; Page 6

7 month means calendar month; Office means the registered office of the Company for the time being in the State; Paid up includes credited as paid up; present when used of a shareholder in relation to a meeting means present in person, or by representative appointed pursuant to these Articles or by attorney or by proxy and when used of a Director in relation to a meeting means present in person appointed pursuant to these Articles; register means the register of shareholders kept pursuant to the Corporations Law; registered address of a shareholder means the address of a shareholder stated in the register, or, if he has given notice in writing to the Company of a changed address, the last address of which he has given such notice; Relevant Law includes: the SIS Act, the Corporations Law and any other present or future law of the Commonwealth of Australia or any State or Territory of Australia which applies with force of law to the Company or to a Fund; and any regulation, prudential standard, legislative instrument, and requirement of any relevant regulatory authority validly applying to the Company or a Fund, which applies at the relevant time to the Company or a Fund, including any amendment or modification to or replacement of any of the above, by whatever name called; Representative in relation to a corporation which is a shareholder of the Company means a representative appointed pursuant to Article 53 or Section 250D of the Corporations Law; Seal means the common seal of the Company; Secretary means any person appointed to perform the duties of a secretary; and shareholder means a person who for the time being is a shareholder of the Company in accordance with the provisions of the Corporations Law; SIS Act means the Superannuation Industry (Supervision) Act 1993 as amended and in force from time to time in relation to the Company or the Fund, and includes all regulations and instruments made thereunder; and State means the State of Victoria. Page 7

8 Interpretation In the interpretation of these Articles, the following shall apply, except where such interpretation is excluded by, or repugnant to, the context where used herein: expressions referring to writing shall be construed as including references to printing, lithography, photography and other modes of presenting or reproducing words in a visible form; words importing the singular include the plural and vice versa; words importing any gender include all genders; words importing natural persons include partnerships, associations and corporations; references to notices in Article 97 to 102 (both inclusive) include not only formal notices of meeting but also all documents and other communications from the Company to its shareholders but do not include cheques; references to any officer of the Company include any person acting for the time being as such officer; references to any statute includes all statutes amending, consolidating or replacing it and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute; and an expression used in a particular Part or Division of the Corporations Law that is given by that Part or Division a special meaning for the purposes of that or any other Part or Division has, in any of these Articles that deals with a matter dealt with by the relevant Part or division, the same meaning as applies in or in respect of that Part or Division. 2. Headings and index The headings and any index shall not affect the construction of these Articles. 3. Replaceable rules not to apply Those provisions in the Corporations Law designated as replaceable rules do not apply to the Company except so far as they are repeated in these Articles. 4. Preliminary expenses The Directors may pay out of the moneys of the Company for the time being in their hands all expenses in and about the formation and registration of the Company and the vesting in it of assets acquired by it. Page 8

9 5. Proprietary company restrictions The right to transfer shares is restricted in the manner set out in Article 20. The number of shareholders of the Company (counting joint holders of shares as one person and not counting any person in the employment of the Company or of a subsidiary of the Company or any person who, while previously in the employment of the Company or of a subsidiary of the Company was, and thereafter has continued to be, a shareholder of the Company) shall not exceed fifty. Any invitation to the public to subscribe for, and any offer to the public to accept subscriptions for, any shares in, or debentures of, the Company is hereby prohibited. Any invitation to the public to deposit money with, and any offer to the public to accept deposits of money with, the Company for fixed periods or payable at call, whether bearing or not bearing interest is hereby prohibited. CAPITAL AND SHARES 6. Ordinary shares The shares subscribed for in the Memorandum of Association, dated 16 March 1988, shall be ordinary shares. 7. Conditions of issue of shares Without prejudice to any special rights previously conferred on the holders of existing shares or class of shares but subject to the Corporations Law, shares in the Company may be issued with such preferred, deferred, or other special rights, or subject to such restrictions, whether in regard to dividend, voting, return of share capital or other matters as the Directors may from time to time determine, and if required under the Corporations Law, with the approval of the Company in general meeting. 8. Preference shares Subject to the Corporations Law, any preference shares may be issued on the terms that they are, or at the option of the Company are, liable to be redeemed on such terms and in such manner as the Directors with the approval of the Company in general meeting before the issue of the shares determine. 9. Allotment of shares The Directors with the approval of the Company in general meeting may allot or grant options in respect of or otherwise dispose of any shares to such persons, on such terms and conditions Page 9

10 and at such times, and subject or not to the payment of any part of the amount of the shares in cash as they may determine. 10. Modification of rights Whenever the capital of the Company is divided into different classes of shares, all or any of the rights or privileges attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be modified, abrogated or altered only with the consent in writing of the holders of three-fourth of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall, with such adaptations as are necessary, apply but so that the necessary quorum shall be two persons at least present who hold between them one-third of the issued shares of the class. 11. Modification of rights by further issues The rights conferred upon the holder of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally with the first-mentioned shares. 12. Trusts not recognised Article deleted 13. Other rights not recognised The Company is not bound by or compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as otherwise provided by these Articles or by law) any other right in respect of a share except an absolute right of ownership in the registered holder. CERTIFICATES 14. Entitlement to certificates A person whose name is entered as a shareholder in the register is entitled without payment to receive a certificate in respect of the share under the seal of the Company in accordance with the Corporations Law but, in respect of a share or shares held jointly by several persons, the Company is not bound to issue more than one certificate. Page 10

11 Delivery of a certificate for a share to one of several joint holders is sufficient delivery to all such holders. 15. Lost scrip If a share certificate is defaced, lost or destroyed it may be renewed on payment of such fee (if any prescribed pursuant to the Corporations Law) and, subject to the Corporations Law, on such terms (if any) as to evidence and indemnity as the Directors think fit. TAXATION AND OTHER PAYMENTS 16. Company s remedies Whenever in respect of any shares registered as held either jointly or solely by any shareholder or otherwise in connection with the holding whether joint or sole of any shareholder and whether in consequence of his death or for any reason any law for the time being of the Commonwealth of Australia or of any Australian State or Territory or of any other country or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payments to any government or taxing authority the Company shall in respect of any such liability be fully indemnified by the shareholder and his executors or administrators wheresoever constituted; any moneys paid by the Company in respect of any such liability imposed or purported to be imposed on the Company may be recovered by action from the shareholder or his executors or administrators wheresoever constituted as a debt due by him or his estate to the Company with interest at such rate as the Directors may determine from the date when the moneys were paid until repayment; and any such moneys and interest may be deducted by the Company from any dividend or other moneys payable by it to the shareholder or his executors or administrators; but nothing herein contained shall prejudice or affect any right or remedy which in respect of any such payment by the Company any such law may confer or purport to confer upon the Company. 17. Enforceability It is hereby expressly declared that as between the Company and the shareholder or his estate and his executors or administrators wheresoever constituted any right or remedy arising under the preceding Article shall be enforceable by the Company, and every shareholder of the Company as between himself and the Company shall hereby be deemed to agree and bind his Page 11

12 executors administrators and estate to submit to the legislative power and jurisdiction of the State or country imposing such liability upon the Company. TRANSFER AND TRANSMISSION OF SHARES 18. Transfers Unless otherwise authorised by law, the instrument of transfer of any share shall be executed by or on behalf of the transferor and the transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register in respect thereof. 19. Form of transfer Shares may be transferred in any form of which the Directors approve. 20. Directors power to refuse The Directors may in their discretion decline to register any transfer of shares. 21. Proof of title Every instrument of transfer shall be left at the Office for registration, or at such other place as the Directors shall determine, accompanied by the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares and to prove the title of the transferee to be registered as the owner of the shares. No fee shall be charged by the Company for any transfer of shares. 22. Disposal of transfers All instruments of transfer which shall be registered shall be retained by the Company but any instrument of transfer which the Directors may decline to register shall except in the case of fraud be returned to the person who deposited it with the Company. 23. Title on death In case of the death of a shareholder the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to or interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. Page 12

13 24. Closing of register The transfer books and register of shareholders may be closed during such time as the Directors think fit, not exceeding in the whole thirty days in each year. 25. Transmission Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in the case either of transfer or transmission, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that shareholder before his death or bankruptcy. A person becoming entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by the operation of law shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share expect that he shall not, before being registered as a shareholder in respect of the share, be entitled in respect of it to exercise any right conferred by virtue of being a shareholder in relation to meetings of the Company. ALTERATION OF CAPITAL 26. Increase of capital The Company in general meeting may by resolution increase the authorised share capital by the creation of new shares of such amount as the resolution shall prescribe. 27. Other alterations of capital Subject to the Corporations Law, the Company in general meeting may - consolidate and divide all or any of its authorised share capital into shares of larger amount than its existing shares; subdivide its shares or any of them into shares of smaller amount than is fixed by the Memorandum, so however that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; cancel shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; Page 13

14 GENERAL MATTERS reduce its share capital in any manner and with and subject to any incident authorised and consent required by law. 28. Annual general meeting The Company shall in each calendar year hold a general meeting as its annual general meeting in addition to any other general meetings in that year, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint. 29. Other general meetings All general meetings of shareholders of the Company other than the annual general meeting shall be called general meetings. 30. Convening of meetings The Secretary with the authority of the Directors or any director when he thinks fit may convene a general meeting. General meetings shall be convened on such requisition or by such requisitions as provided by the Corporations Law. If at any time there is not within the State a Director who is capable of acting, any two shareholders of the Company may convene any general meeting. 31. Notice of general meetings Subject to the provisions of the Corporations Law relating to special notice, special resolutions and agreements for shorter notice, 21 days notice at the least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting, and the general nature of the business to be transacted at the meeting, shall be given in the manner provided by these Articles, or in such other manner (if any) as is prescribed by the Company in general meeting, to all shareholders entitled to attend and vote at the meeting. 32. Waiver of notice A person may waive notice of any general meeting by notice in writing to the Company. Page 14

15 33. Omission to give notice Subject to the Corporations Law, the omission whether by accident or error to give notice of a meeting to, or the non-receipt of notice of a meeting by, any shareholder shall not invalidate the proceedings of any meeting. PROCEEDINGS AT GENERAL MEETINGS 34. Quorum A quorum consists of: if the Company has 2 or more shareholders 2 shareholders; or if the Company has only 1 shareholder that shareholder, present at the meeting. 35. Lack of quorum If a quorum is not present with half an hour from the time appointed for the meeting the meeting shall be dissolved. 36. Chairman The Chairman of Directors shall be entitled to take the chair at every general meeting but if there is no Chairman of Directors, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, one of the Directors must act as chairman of the meeting. 37. Adjournment The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but so that - no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place; when a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; and except as provided in paragraph (b), it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Page 15

16 38. Required majority Except in the case of any resolution which as a matter of law requires a special majority, resolutions at a general meeting are to be passed by a majority of at least two-thirds of votes of shareholders as vote in person or, where allowed, by proxy, attorney and representative, at that meeting. 39. Minutes as evidence of result Article deleted 40. Poll Every question submitted to a general meeting shall be decided by a poll. A poll on the election of a chairman of a general meeting or on a question of adjournment shall be taken forthwith. A poll on any other question shall be taken in such manner and at such time and place as the chairman of the meeting directs, and either at once or after an interval of adjournment or otherwise. The result of the poll shall be deemed to be a resolution passed on the date on which it was in fact passed. 41. No casting vote In the case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote. 42. Written resolution without meeting If the Company has only 1 shareholder and the shareholder records in writing the shareholder s particular decision: the recording of that decision counts as the passing by the shareholders of that resolution at a general meeting at which a quorum is present; and that record is to be taken as a minute of the passing of that resolution. VOTES OF SHAREHOLDERS 43. Entitlement to votes Article deleted Page 16

17 44. Joint holders Article deleted 45. Unsound mind Article deleted 46. Minors A shareholder who is a minor may vote by either of his parents or by his guardian, upon such evidence being produced of the relationship or of the appointment of the guardian as the Directors may from time to time properly require. 47. Manner of voting Votes may be given either personally or by Representative appointed pursuant to these Articles or by attorney or by proxy. 48. Disputed votes An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered. Any such objection shall be referred to the chairman of the meeting whose decision is final. A vote not disallowed pursuant to such an objection is valid for all purposes. 49. Proxies The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may, but need not, be a shareholder of the Company. A shareholder may appoint not more than two proxies. If a shareholder appoints one proxy only that proxy shall be entitled to vote. If a shareholder appoints two proxies the appointment shall be of no effect unless each proxy is appointed to represent a specified proportion of the shareholder s voting rights. An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument. Page 17

18 50. Form of proxy An instrument appointing a proxy shall be in the following form or in a form that is as similar to the following form as the circumstances allow: I/We, of being shareholder/shareholders of the abovementioned Company, hereby appoint of or in his absence, of as my/our proxy to vote for me/us on my/our behalf at the *annual general meeting* general meeting of the Company to be held on the day of 19 and at any adjournment of that meeting. +This form is to be used *in favour of/against the resolution. Signed this day of 19 *strike out whichever is not desired. + to be inserted if desired. 51. Time for lodgement An instrument appointing a proxy shall not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or a notarially certified copy of that power or authority, is or are deposited, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, at the Office of the Company or at such other place within the State as is specified for that purpose in the notice convening the meeting. 52. Validity of votes A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed), or the transfer of the share in respect of which the instrument is given, if no intimation in writing of the death, unsoundness of mind, or transfer has been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised. 53. Corporations acting by Representatives Any corporation which is a shareholder of the Company may by resolution of its directors or other governing body authorise any person (whether a shareholder of the Company or not) whom it thinks fit to act, and to appoint any person whom the person so authorised thinks fit Page 18

19 to act, as its Representative at any meeting of the Company or of any class of shareholders of the Company, and, if the corporation thinks fit to exercise (whether at a meeting or not) the same powers (including the giving of any consent and the signing of any resolution, appointment or other document) as the corporation could exercise if it were an individual shareholder of the Company. The person so authorised or appointed shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise at any meeting if it were an individual shareholder of the Company and also to exercise all such other powers mentioned in Article 53.1 as are conferred by the instrument of appointment. 54. Attorneys of shareholders Any shareholder may appoint an attorney (whether a shareholder or not) to act for him on his behalf at all meetings of the Company at which he is not present himself and to give any consent and sign any appointment or resolution or other document which the shareholder himself could give or sign. Any such appointment shall be made by Power of Attorney duly executed by the shareholder and attested by one or more witness or witnesses, or if the shareholder is a corporation then under its common seal, and the Power of Attorney shall at least forty-eight hours before the attorney becomes entitled to act thereunder be deposited at the Office of the Company accompanied by such evidence of its due execution and non-revocation as the Directors require. 55. Form of power of attorney The Power of Attorney may be in the form following or in any form which the Directors approve: I of being a shareholder of the abovenamed Company hereby appoint of my attorney to act and vote for me at all meetings of the Company at which I am not present myself, and to give any consent and sign any appointment or resolution or other document which I myself could give and sign until written notice is given at the registered office of the Company of the revocation of this Power of Attorney or until duly authenticated notice in writing of my death or of the execution by me of transfers of all the shares held by me in the Company is deposited at its registered office. AS WITNESS my hand and seal this day of One thousand nine hundred and Page 19

20 SIGNED SEALED AND DELIVERED [signature of seal of shareholder] by the said in the presence of: 56. Validity of acts of attorney Every Power of Attorney is valid notwithstanding the previous death or unsoundness of mind of the principal, revocation of the Power or the transfer of the share in respect of which the Power is given, until a duly authenticated notice in writing of the death, unsoundness of mind or revocation or a transfer has been received at the Office of the Company. No act done or vote given by attorney shall be rendered invalid by the revocation of the appointment of the attorney by death or otherwise unless and until a duly authenticated notice of such revocation is left at the Office of the Company. 57. Attorney s powers The attorney so appointed may during the absence of the shareholder and while the Power of Attorney remains unrevoked and so far as is consistent with his appointment attend at and take part in the proceedings and vote at all meetings of the Company and demand or join in the demand for a poll in the same manner as the shareholder himself could do if personally present, and may give any consent and sign any appointment or resolution or other document which the shareholder himself could give or sign. DIRECTORS 58. The Board Subject to Article 58.2, the Directors of the Company must comprise the same directors as the Holding Company, provided that the Holding Company is a related body corporate of the Company. The composition of Board must at all times be consistent with the requirements in the SIS Act or as otherwise permitted by APRA. To the extent that the Board composition is inconsistent with the requirement in the SIS Act, the Board may take such steps as it determines to be necessary to resolve the inconsistency. 59. Appointment of Employer Directors Article deleted Page 20

21 60. Removal of Employer Directors Article deleted 61. Appointment of Member Directors Article deleted 62. Casual vacancies among Member Directors Article deleted 63. Vacation of office Article deleted 64. Remuneration The Directors shall be paid such remuneration as is from time to time determined by the Company in general meeting. That remuneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company. 65. No share qualification A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a shareholder of the Company shall nevertheless be entitled to attend and speak at general meetings. 66. Interests of Directors 66.1 Director may contract with Company and vote thereon Subject to the following provisions of this Article and to the fullest extent legally permissible, a Director (whether or not he is a promoter of the Company), and any company, firm or other body in which a Director is directly or indirectly interested, may contract with the Company and be appointed to any office or place of profit under the Company and may (if permitted by law) act in a professional capacity for the Company and shall be entitled to remuneration, profits and benefits as if the Director were not a Director or promoter of the Company, but the Page 21

22 Director concerned shall not be counted in a quorum, and shall not be entitled to vote on any resolution relative to any of the foregoing matters. The Director concerned may sign or countersign any deed or document relating thereto to which the Seal is affixed Directors to declare interest in contracts Every Director who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company shall declare his interest as required by the Corporations Law Directors to declare conflicting offices or property Every Director who holds any office or possesses any property whereby whether directly or indirectly duties or interests might be created in conflict with his duties or interests as Director shall declare the fact and the nature, character and extent of the conflict if and so far as is required by the Corporations Law Secretary to minute declarations The Secretary shall record every declaration under this Article in the minutes of the meeting at which it was made Validation of contract if interest not declared by mistake Notwithstanding the foregoing provisions of this Article, if through mistake or inadvertence, or because his interest is apparent on the face of the transaction, or for any reasonable other cause, a Director fails to declare to the Board any matter which by this Article is required to be declared, or fails so to do at the time or in the manner therein provided, or to do any other thing required by this Article, or if the Secretary fails to record any such declaration as required by this Article, then, if such Director establishes that such contract or proposed contract was not unfair to the Company and was not induced by fraudulent misrepresentation on the part of such Director, such failure shall not invalidate any resolution, contract, appointment or other matter referred to in Article 66.1 nor shall the Director or other person benefiting therefrom be held accountable for any remuneration, profit or other benefit arising therefrom. 67. Directors holding other office A Director may be or become a Director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefit received by him as a director or other Officer of or from his interest in such other company unless the Company otherwise directs at or before the Page 22

23 appointment of the Director as a director or other officer of, or his acquisition of such other interest in, such other company. 68. Alternate Directors Article deleted 69. Powers of the Board Powers of the Board The management and control of the business and affairs of the Company shall be vested in the Board. The Board (in addition to the powers and authorities by these Articles expressly conferred upon it) may exercise all such powers of the Company, and do all such acts and things, as may be exercised or done by the Company and are not by the Corporations Law or these Articles expressly directed or required to be exercised or done by the Company in general meeting. The powers of the Board shall however be subject to the provisions of these Articles and of the Corporations Law. Borrowing powers Subject to Relevant Law, the Directors may from time to time borrow or raise in the name and for all or any of the purposes of the Company or in connection with its business any sum or sums of money for such period and at such rate or rates of interest and otherwise upon such terms and conditions as the Directors may think fit and so that - any sum or sums of money so borrowed may be raised or secured by mortgage, charge or pledge of the whole or any part of the real or personal estate, revenues, property, undertaking, choses in action, debts or effects of the Company, including unpaid calls and uncalled capital, or by deposit receipts, debentures, debenture stock, bonds, trust deeds, personal covenant or otherwise as the Directors may from time to time think fit, and with or without such security; every such mortgage, charge or other security may be in such form and contain such powers of sale and other powers, trusts and provisions and may be accompanied by such collateral, further and other security as the Directors may think fit; and it shall be lawful for the Directors in addition to the foregoing powers from time to time to take advances on bills of exchange or promissory notes discounted for the business purposes of the Company as they may deem fit. Page 23

24 70. Appointment of Auditor Subject to the Relevant Law, an Auditor must be appointed by the Directors. 71. Attorneys The Directors may at any time and from time to time by power of attorney appoint any person or persons or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as the Directors may from time to time think fit. Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with such attorney as the Directors think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions for the time being vested in him. PROCEEDINGS OF DIRECTORS 72. Procedure generally The Directors may meet together for the dispatch of business, adjourn and, subject to these Articles, otherwise regulate their meetings and manner of dispatching business as they think fit. 73. Calling of Board meetings A Director may at any time, and the Secretary shall at the request of a Director, summon a meeting of the Directors. Unless a quorum of Directors determines that a meeting of Directors shall be held at shorter notice, not less than seven days prior written notice of a meeting of Directors shall be given to each of the Directors PROVIDED that notice need not be given to a Director whom the convenor, when giving notice to other Directors, reasonably believes to be outside Australia. 74. Quorum The quorum necessary for transaction of the business of the Directors shall be - (i) (ii) the greater of two Directors and two-thirds of the number of Directors in office for the time being including, at least one Employer Director and at least one Member Director, or such other number and/or other combination of Directors as may be determined by the Directors from time to time either generally or in any particular case. Page 24

25 No business shall be transacted at any meeting of Directors unless a quorum of Directors is present for the transaction of that item of business. 75. Decision of questions All business arising at any meeting of the Directors shall be determined only by resolution and no such resolution shall be effective unless carried by a majority comprising at least two-thirds of the total number of Directors. Each Director present at a meeting of Directors shall have one deliberative vote on any question. No Director shall have a second or casting vote in addition to his deliberative vote. 76. Directors may act despite vacancies The continuing Directors (provided that there are sufficient Directors in office to constitute a quorum as defined in Article 74.1) may act notwithstanding any vacancy PROVIDED that if there are not sufficient Directors in office to constitute a quorum of Directors, the remaining Directors shall as soon as reasonably practicable take such action as is appropriate in order to ensure that there is a quorum of Directors. 77. Chairman While the Holding Company is a related body corporate of the Company, the Chairman of Directors will be the Chairperson of the Holding Company. The Chairman of Directors shall act as chairman of each meeting of Directors attended by him. Where a meeting is held and the Chairman of Directors is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting. While the Holding Company is a related body corporate of the Company, the Holding Company must hold all issued shares in the Company. 78. Meetings by electronic means Any Director may participate in a meeting of the Directors by means of conference telephone or other communications equipment whereby all persons participating in the meeting can hear each other and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. Page 25

26 79. Validity of irregular acts All acts done by any meeting of the Directors or by any person acting as a Director are, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be a Director, or to act as a Director, or that a person so appointed was disqualified, valid as if the person had been duly appointed and was qualified to be a Director. 80. Delegation The Directors may delegate any power, authority or discretion exercisable by the Directors to any one or more of their number (without specifically naming or identifying the Director or Directors concerned), or to a committee or committees consisting of their number, who shall in the exercise of the powers, authorities or discretions so delegated conform to any regulations which may be imposed upon any such delegate by the Directors. 81. Written resolution without meeting A resolution in writing signed by all Directors (comprising at least a quorum) shall be deemed to have been passed at a meeting of the Directors held on the day on which the document was signed and at the time at which the document was last signed by a Director or, if the Directors signed the document on different days, on the day on which, and at the time at which, the document was last signed by a Director. For the purposes of Article 81.1 two or more separate documents containing statements in identical terms, each of which is signed by one or more Directors, shall together be deemed to constitute one document containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents. A reference in Article 81.1 to all Directors does not include a reference to a Director who, at a meeting of Directors, would not be entitled to vote on the resolution. 82. Secretary A Secretary of the Company holds office on such terms and conditions, as to remuneration and otherwise, as the Directors determine. 83. Minutes The Secretary shall cause minutes to be made of all appointments of Directors and officers; the names of the Directors present at each meeting of the directors; Page 26

27 all declarations made or notices given by any Director (either generally or specially) of his interest in any contract or proposed contract or of his holding of any office or property whereby any conflict of duty or interest may arise; and all resolutions and proceedings of meetings of shareholders and classes of shareholders and of the Directors and of any committee. Any such minutes so entered of any meeting of the Directors or of any committee or of any general meeting of shareholders or of any class or classes of shareholders, if purporting to be signed by the chairman of the meeting or of the next succeeding meeting of the same body, shall be receivable as prima facie evidence of the matters stated in the minutes of that meeting, of the meeting having been duly held and convened and of the validity of all proceedings and appointments thereat. 84. The seal and execution of documents Authority to seal The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors and every instrument to which the Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. Evidence of due sealing In favour of any purchaser or person bona fide dealing with the Company such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed in accordance with this Article. Execution under hand All documents which of legal necessity need not be under seal and which the Company is capable in law of entering into shall be legally binding on the Company if signed by one of the Directors by order of or with the approval of the Board. Evidence of due execution In favour of any purchaser or other person bona fide dealing with the Company a signature purporting to be that of a Director and to be affixed by order of or with the approval of the Board shall be conclusive evidence of the fact that the document has been properly signed in accordance with this Article. Page 27

28 85. Cheques Promissory notes, cheques or other negotiable instruments shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, for or on behalf of the Company by one of the Directors and the Secretary or in such other manner as the Directors may from time to time determine. 86. Seal for use outside Victoria The Company may have an official seal for use outside Victoria where and as the Directors shall determine. The Company may by writing under the Seal appoint any agents or agent, committees or committee abroad to be the duly authorised agents of the Company, for the purpose of affixing and using such official seal, and may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal of the Company, the reference shall, when and so far as may be applicable, be deemed to include any such official seal. 87. Inspection of records The Directors may determine whether and to what extent, and at what times and places and under what conditions, the accounting records and other documents of the Company or any of them will be open for the inspection of shareholders other than Directors. A shareholder other than a Director does not have the right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting. DIVIDENDS 88. Declaration of dividends The Directors may from time to time pay such interim and final dividends as in their judgment the position of the Company justifies. 89. Dividend rights The profits of the Company which the Directors from time to time determine to distribute in respect of any year or other period shall, subject to any special rights relating to the profits created or authorised by these Articles to be created, be divisible among the holders of the ordinary shares in proportion to the amount of capital paid or credited as paid on the ordinary shares held by them respectively. Page 28

29 90. Dividends out of profits No dividend shall be paid otherwise than out of profits. 91. Joint holders If several persons are registered as joint holders of any share any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the share. 92. Payment Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque sent through the post directed to - the address of the holder as shown in the register, or in the case of joint holders, to the registered address of the joint holder first named in the register; or to such other address as the holder or joint holders in writing directs or direct. Every such cheque may be payable to the order of the person to whom it is sent or to bearer or to the order of such other person as the shareholder or person entitled or such joint holders (as the case may be) may direct. 93. Interest Interest is not payable by the Company in respect of any dividend. 94. Deduction of debts The Directors may deduct from any dividend payable to any shareholder all sums of money (if any) presently payable by him to the Company in relation to the shares in the Company. 95. Reserves and provisions Before paying any dividend the Directors may set aside out of the profits of the Company such sums as they think proper as reserves or provisions. Such reserves and provisions shall at the discretion of the Directors be applicable for all or any of the following purposes, that is to say, for meeting contingencies, for special dividends, but in accordance with rights of classes, for equalising dividends, for depreciation, for obsolescence, for repairing, improving and maintaining any of the property of the Company, and for any other purposes for which the profits of the Company may be properly applied. Pending such application the Directors may invest any such reserve or provision or may dispose of all or any part of it for the benefit of the Company. Page 29