The Manager, Company Announcements Australian Securities Exchange Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Transcription

1 22 November 2013 The Manager, Company Announcements Australian Securities Exchange Limited Exchange Centre 20 Bridge Street Sydney NSW 2000 Amended Company Constitution Attached is the amended Company Constitution adopted by the company following approval by shareholders at the company s annual general meeting held on 21 November Yours faithfully, Richard Beament Manager Finance & Commercial / Assistant Company Secretary For further information please contact: Mr Richard Beament Telephone: (+612) Facsimile: (+612) exploration@horizonoil.com.au Or visit

2 HORIZON OIL LIMITED ABN CONSTITUTION

3 Corporations Act A Company Limited by Shares CONSTITUTION of HORIZON OIL LIMITED ABN

4 Table of contents 1 INTERPRETATION SHARE CAPITAL CALLS ON SHARES PAYMENTS BY THE COMPANY FORFEITURE TRANSFER OF SHARES TRANSMISSION OF SHARES INCREASE, REDUCTION AND ALTERATION OF CAPITAL GENERAL MEETINGS VOTES OF MEMBERS DIRECTORS SECRETARY SEAL RESERVES DIVIDENDS CAPITALISATION OF PROFITS ACCOUNTS AND AUDIT NOTICES WINDING UP INDEMNITY REFERENCE TO ASX LISTING RULES... 45

5 - 1-1 INTERPRETATION 1.1 Definitions In this Constitution unless the contrary intention appears: ASX means Australian Stock Exchange Limited. Business Day has the meaning ascribed to that term in the Listing Rules. Constitution means this Constitution as amended from time to time. Corporations Act means the Corporations Act 2001 (Cwlth). Company means Horizon Oil Limited ABN CS Facility has the same meaning as prescribed CS Facility in the Corporations Act. CS Facility Operator means the operator of a CS Facility. Director includes an alternate Director. Home Branch has the meaning ascribed to that term in the Listing Rules. Listed Company means a company which has been admitted to the Official List of ASX. Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Member means a person entered in the register as a member for the time being of the Company. Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time. Paid, in relation to shares and capital, includes credited as paid. Register means the register of members of the Company kept pursuant to the Corporations Act. Representative means a representative appointed by a member pursuant to section 250D of the Corporations Act. Restricted Securities has the meaning ascribed to that term in the Listing Rules. Seal means the common seal of the Company and includes any official seal of the Company.

6 - 2 - Secretary means any person appointed to perform all or any of the duties of a secretary of the Company. State means the State of Queensland. 1.2 Interpretation Generally Deleted An expression used in a particular Part or Division of the Corporations Act that is given by that Part or Division, a special meaning for the purposes of that Part or Division has, in any of this Constitution that deals with a matter dealt with by that Part or Division, the same meaning as in that Part or Division, unless the contrary intention appears A reference to a provision of the Corporations Act includes: a reference to that provision as amended; and a reference to a corresponding provision contained in any substituted or re-enacted legislation superseding or replacing, in whole or in part, the Corporations Act subject however to the corresponding provision in the substituted or re-enacted legislation being in identical or substantially identical terms to the provision in the Corporations Act A reference to a body or entity whether corporate or unincorporated includes, in the event that such body or entity ceases to exist, or is reconstituted, renamed or replaced from time to time, a reference to such other body or entity as the Directors consider most nearly fulfils the objects of the first-mentioned body or entity Unless the contrary intention appears: (d) (e) words importing, the singular include the plural and vice versa; words importing any gender include all genders; the term person or words importing persons include bodies corporate; a reference to writing includes any mode of representing reproducing words in tangible and permanently visible form, and includes facsimile transmission; and if a word or phrase is defined, cognate words and phrases have corresponding definition Headings are for ease of reference only and do not affect the construction of this Constitution. 1.3 Replaceable Rules Excluded The replaceable rules contained in the Corporations Act are excluded and shall not apply to the Company except to the extent that they are expressly contained in this Constitution.

7 - 3-2 SHARE CAPITAL 2.1 Issue of Shares Subject to this Constitution, the Corporations Act, the Listing Rules and any special rights conferred on the holders of any existing shares or class of shares in the Company: shares and other securities in the Company may be issued or otherwise disposed of by the Directors in such manner as they think fit and any such security may be issued with such preferred, deferred or other special rights or such restrictions as to dividends, voting, return of capital, payment of calls or otherwise, to such persons and on such terms and conditions as the Directors determine; and the Directors may grant to any person options to take up unissued shares in the Company, in such manner and on such terms and conditions as they think fit. 2.2 Preference Shares Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or at the option of the Company are to be, liable to be redeemed, in such manner and on such terms and conditions as the Directors determine Holders of preference shares shall have the right to vote at any meeting convened for the purpose of reducing the capital, winding up or sanctioning the sale of the undertaking of the Company, or where the proposition to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is in arrears for more than 6 months The rights conferred upon the holders of securities of any class issued with preferred or other rights shall be deemed to be varied or abrogated by the creation or issue of further securities ranking equally with or in priority to the first-mentioned securities, and the provisions of Article 2.3 shall apply in relation to such deemed variation or abrogation. 2.3 Modification of Class Rights Subject to section 246B of the Corporations Act, where by reason of the issue of preference shares or otherwise, the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated in any way or the preference share capital repaid, with the approval by way of a special resolution passed at a separate meeting of the holders of the issued shares of that class or with the consent in writing of the holders of three-quarters of the issued shares of that class The provisions of the Corporations Act and this Constitution relating to special resolutions and general meetings shall be deemed to apply so far as they are capable of application (mutatis mutandis) to every resolution and meeting referred to in Article

8 Commission and Interest The Company may make payments by way of brokerage or commission to a person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the Company The brokerage or commission may be satisfied by payment in cash, by allotment of fully or partly paid shares, by issue of debentures or a combination of all or any of such ways The Company may pay interest on the share capital of the Company in the circumstances and upon the conditions set out in the Corporations Act, but interest so paid to the holders of preference shares shall be deemed to be in satisfaction wholly or pro tanto of any dividend payable on the preference shares for the period in relation to which the interest is paid. 2.5 Recognition of Interest Except as required by law, the Company shall not recognise a person as holding a share upon any trust 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 this Constitution or by law) any other right in respect of a share except an absolute right of ownership in the registered holder of the share In the case of the death of a member, the legal personal representatives of the deceased, where he is a sole holder, shall be the only persons recognised by the Company as having any title to the shares held by him, and for this purpose the Directors may, requite reasonable evidence of death. 2.6 Certificates Subject to Article 2.6.7, a member is entitled free of charge to receive one certificate for the shares of one class registered in his name under the seal or duplicate seal of the Company in accordance with the Corporations Act, but in respect of a share held jointly by several persons, the Company is not bound to issue more than one certificate Shares shall be allotted and, subject to Article 2.6.7, share certificates relating to them (including replacement certificates issued pursuant to Articles and 2.6.4) shall be issued and delivered in accordance with: the Corporations Act; and the Listing Rules and the Operating Rules whilst ever the Company is a Listed Company Where a share certificate is stolen, lost or destroyed, upon application to the Company by the owner of the shares in accordance with section 1070D

9 - 5 - of the Corporations Act, the Directors shall, subject to that section and Article 2.6.7, and in any other case may, issue a duplicate certificate in lieu of the original. Such replacement certificate shall be clearly endorsed Issued in lieu of stolen, lost or destroyed Certificate Where a share certificate is worn out or defaced, upon its production to the Company, the Directors may order it to be cancelled and issue a replacement certificate in lieu thereof A fee may be charged for the issue of a replacement certificate in the amount determined by the Directors, provided that such fee does not exceed $ Delivery of a certificate for a share to one of the several joint holders is sufficient delivery to all such holders Notwithstanding anything to the contrary in this Constitution, the Company shall not be required to, issue a certificate for shares held by a member (whether upon the issue or transfer of the shares) and furthermore may cancel a certificate for shares held by a member without issuing a certificate in its place, in circumstances where the non issue of a certificate for shares is permitted by the Corporations Act and the Listing Rules Where the Company has determined not to issue share certificates or to cancel existing share certificates, a member shall have the right to receive such statements of the holdings of the member as are required to be distributed to a member under the Corporations Act or the Listing Rules. 2.7 Joint Holders Where two or more persons are registered as the holders of a share, they shall be deemed to hold it as joint tenants with rights of survivorship, subject to the provisions of this Constitution as to joint shareholdings and the following provisions: they and their respective legal personal representatives shall be deemed to be jointly and severally liable to pay all calls, interest or other amounts payable in respect of the share; subject to Article 2.7.1, on the death of any one of them, the survivor or survivors shall be the only person or persons whom the Company shall recognise as having any title to the share, and for this purpose the Directors may require reasonable evidence of death; and any one of them may give effectual receipts for any dividend, interest or other amounts payable in respect of the share. 2.8 Deleted. 2.9 Deleted Restricted Securities Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or ASX.

10 The Company will refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities during the escrow period except as permitted by the Listing Rules or ASX During a breach of the Listing Rules relating to Restricted Securities, or a breach of a restriction agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities. 3 CALLS ON SHARES 3.1 Power to Make Calls The Directors may, subject to any conditions of allotment and the Corporations Act, from time to time make such calls as they think fit upon the members in respect of any moneys unpaid on the shares held by them. A call shall be deemed to have been made when the resolution of the Directors authorising such call was passed and may be payable by instalments. Subject to the Listing Rules, a call may be revoked or postponed by the Directors as they think fit. No subsequent call shall be made until after the end of 7 days after the day on which the call made immediately before it is payable. 3.2 Notice of Call Notice of a call shall be sent to members upon whom a call is made in accordance with the Corporations Act and the Listing Rules The accidental omission to give notice of any call to or the non-receipt of any such notice by any of the members shall not invalidate the call. 3.3 Deemed Call Any sum that, by the terms of issue of a share, becomes payable on allotment or at a fixed date, shall for the purposes of this Constitution, be deemed to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in the case of non-payment, all the relevant provisions of this Constitution as to payment of interest, expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified. 3.4 Differentiation between Calls The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment. 3.5 Shareholder Not Liable to Calls The acceptance of a share in the Company, whether by original allotment or by transfer, does not constitute a contract on the part of the person accepting it to pay any calls in respect of the share or any contribution to the debts and liabilities of the Company and such a person is not liable to be sued for any calls or contributions but is not entitled to a dividend upon any such share upon which a call is due and unpaid. 3.6 Payment in Advance of Calls The Directors may accept from any member all or any part of the amount unpaid on a share although no part of that amount has been called up. The Directors may

11 - 7 - authorise payment by the Company of interest upon the whole or any part of an amount so accepted, until the amount becomes payable, at such rate as is determined by the Directors. No money received in advance of a call shall be received subject to repayment or shall be claimable by any member. The Directors may repay the whole or any part of money paid in advance of a call upon giving the member at least one month s notice. 4 PAYMENTS BY THE COMPANY 4.1 Effect of Payments by the Company Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment, or empowers or purports to empower any government or taxing authority or government official to require the Company to make any payment, in respect of any shares registered in any of the Company s registers as held either jointly or solely by any member or in respect of any dividends, bonuses or other moneys due or payable or accruing due or which may become due or payable to such member by the Company on or in respect of any shares registered as aforesaid, or for or on account or in respect of any member, and whether in consequence of: (d) the death of such member, the liability of such member for, or the non-payment by such member of, any tax, duty or imposition, the non-payment of any estate, probate, succession, death, stamp or other duty by the executor or administrator of such member or by or out of his estate, any other act or thing whatsoever whether of like or unlike nature to any of the foregoing, the Company in every such case (without prejudice to the generality of any other remedy conferred by this Constitution and in addition thereto): (e) (f) (g) shall be fully indemnified by such member or his legal personal representative against all liability in respect thereof; shall have a lien upon the shares registered in the name of such member and upon all dividends, bonuses and other moneys payable in respect of the shares for all moneys paid by the Company in respect of the said shares or in respect of any dividend, bonus or other money as aforesaid thereon or for or on account or in respect of such member under or in consequence of any such law, together with interest at a rate determined by the Directors thereon from date of payment to date of repayment, and may deduct or set off against any such dividend, bonus or other money payable as aforesaid, any moneys paid by the Company as aforesaid together with interest as aforesaid; may recover as a debt due from such member or his legal personal representative, any moneys paid by the Company under or in consequence of any such law and interest thereon at a rate determined by the Directors for the

12 - 8 - period aforesaid in excess of any dividend, bonus or other money as aforesaid then due or payable by the Company to such member. 4.2 Other Remedies Not Prejudiced Nothing herein contained shall prejudice or affect any right or remedy which any such law may confer or purport to confer on the Company, and as between the Company and every such member, his legal personal representative and estate wheresoever constituted or situate, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company. 4.3 Exemption from Lien The Board may at any time declare any share to be wholly or in part exempt from the provisions of this Article to such extent as the Board may determine. If the Company registers a transfer of a share upon which it has a lien without giving to the transferee notice of its claim, such share shall be freed and discharged from such lien. 4.4 Enforcement of Lien by Sale The Board may sell, in such manner as the Board thinks fit, any share on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after notice in writing stating, and demanding payment of, such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share. 4.5 Transfer and Title To give effect to any sale of shares pursuant to the Company s lien, the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of such shares and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. The holder of the certificate (if any) for any shares so sold shall be bound to deliver the same to the Directors. 4.6 Application of Proceeds of Sale The net proceeds of any sale of shares pursuant to the Company s lien shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue if any shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale within 7 business days of receipt of the relevant share certificate (if any). 5 FORFEITURE 5.1 Forfeiture of Shares Any share upon which a call has been made is forfeited if, after the expiration of 14 days after the day for its payment, the call remains unpaid. The forfeited share shall, subject to the provisions of the Corporations Act and the Listing Rules, be offered for sale by public auction at the Company s Home Branch not more than 6 weeks after the date on which the call is payable.

13 - 9 - Such sale shall be advertised not less than 14 days and not more 21 days before the day appointed for the sale in a daily newspaper circulating generally throughout Australia. At any sale by auction, a share forfeited for non-payment of any call may, if the Directors so determine, be offered for sale and sold credited as paid up to the sum of the amount paid up on the share at the time of forfeiture and the amount of the call and the amount of any other calls becoming payable on or before the day of the sale. The following must be terms of the auction: (i) (ii) settlement must be effected on the day of the auction or, if the purchaser chooses, the next day on which banks are open for business; and the shares must not be offered in parcels larger than 10% of the total number to be offered. (d) The proceeds of sale shall be applied in payment of: (i) (ii) (iii) first, the expenses of the sale; second, any expenses necessarily incurred in respect of the forfeiture; and third, the calls then due and unpaid, and the balance (if any) shall be paid to the member whose share has been so sold, on the member delivering to the Company the share certificate (if any) that relates to the forfeited share. Until the member is so paid, the balance (if any) shall be held in trust. (e) If a share belonging to a person has been forfeited, the person may, at any time up to or on the business day immediately before the day upon which it is intended to sell the share, redeem the share at any time up to or on the last business day before the proposed sale, by paying to the Company: (i) (ii) all calls due on the share; and if the Company so requires, a portion (calculated on a pro rata basis) of all costs and expenses incurred by the Company in respect of the forfeiture and of any proceeding that has been taken in respect of the forfeiture, and upon such a payment, the person is entitled to the share as if the forfeiture had not occurred. (f) Forfeited shares held in trust by Directors shall not be disposed of to Directors or any person who for the purpose of the Corporations Act would be regarded as a person associated with any Director, except where an offer on the same terms and conditions of all forfeited shares of the one class has been made to members. Directors and their associates may only take up those forfeited shares not taken up by members and offer on the same terms and conditions as given to members and within 1 month of the closing of that offer.

14 (g) (h) The Directors may, in the case of a share advertised for sale as forfeited for non payment of a call, fix a reserve price not exceeding the sum of the amount of the call due and unpaid on the share at the time of forfeiture and the amount of any other calls becoming payable on or before the date of the sale. If a bid at least equal to the reserve price so fixed is not made for the share, the share may be withdrawn from sale. A share so withdrawn from sale or a share for which no bid is received at the sale shall be held by the Directors in trust for the Company and shall be disposed of in such manner as the Directors may determine, but, at any meeting of the Company, no person is entitled to any vote in respect of the shares so held by the Directors in trust. A call does not have any effect upon any forfeited share that is held by or in trust for the Company pursuant to Part 2H.3 of the Corporations Act, but a share, when it is reissued or sold by the Company, may be credited as paid up to such amount, as the Directors so determine. 5.2 Notice of Forfeiture When any share is so forfeited, notice of the forfeiture shall be given to the person in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture with the date thereof shall forthwith be made in the register. No forfeiture shall be invalidated by any failure to give such notice or make such entry. 5.3 Dealing with Forfeited Shares A forfeited share shall be deemed to be the property of the Company and the Directors may sell, re-allot or otherwise dispose of it. 5.4 Annulment of Forfeiture With the consent of the person in whose name any shares stood immediately prior to their forfeiture or of the person entitled to the shares by reason of his death or bankruptcy, the Directors may, before any forfeited shares are sold, re-allotted or otherwise disposed of and while the shares are not under offer, annul the forfeiture upon such conditions as it thinks fit. 5.5 Extinction of Liability The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the member whose share is forfeited and the Company, except only such of those rights and liabilities as are by this Constitution expressly saved or as are by the Corporations Act given or imposed in the case of past members. 5.6 Evidence and Title A certificate in writing under the seal and an entry in the minute book of the Company that a share has been duly forfeited, re-allotted or sold in accordance with this Constitution shall be conclusive evidence of those facts as against all persons claiming to be entitled to such share. The Company may receive the consideration (if any given) for the share on any sale, re-allotment or other disposition thereof and the Directors may appoint a person to execute a transfer of the share sold. Upon registration of the person to whom the share is sold, re-allotted or otherwise disposed of, he shall be deemed the holder thereof discharged from all calls or other money due in respect of the share prior to such purchase or allotment, and he shall not be

15 bound to see to the application of the purchase money or consideration nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. The person whose share has been forfeited shall be bound to deliver the certificate for such share to the Company. 5A PROCEDURE FOR SALE OR BUY BACK OF NON-MARKETABLE PARCELS 5A.1 Company May Sell Shares Notwithstanding Article 5A.2, the Directors may cause the Company to sell a Member s shares if they hold less than a Marketable Parcel of shares and the following procedures are observed: The Directors send a Member who on the date of the notice holds less than a Marketable Parcel of shares, a notice which: (i) (ii) (iii) explains the effect of this Article 5A.1; allows the Member to elect to be exempt from this Article 5A.1 (a form of election for that purpose must be sent with the notice); and specifies a date at least 6 weeks from the date the notice is sent by which the Member can make the election in Article 5A.1(ii). The Member is taken to have irrevocably and for valuable consideration appointed the Company as agent and attorney to do anything in Article 5A.1 if at 5.00pm Sydney time, on the date specified in the notice: (i) (ii) the Company has not received a form from the Member electing to be exempt from the provisions of this Article 5A.1; and the Member has not increased his or her parcel to a Marketable Parcel. The Company may: (i) (ii) sell the shares which make up less than a Marketable Parcel as soon as practicable at a price which the Directors consider to be the best price reasonably obtainable for the shares at the time that they are sold; and send to the Member the proceeds of sale after the Company has received any certificate related to the shares (or is satisfied that the certificate is lost or destroyed). (d) The costs and expenses of a sale under this Article 5A.1, including brokerage and stamp duty, if any, are payable by the purchaser or, if the Corporations Act permits, the Company.

16 - 12-5A.2 Company May Buy-Back Shares Notwithstanding Article 5A.1, the Directors may cause the Company to buy-back a Member s shares, and cancel those shares, if they hold less than a Marketable Parcel of shares and the following procedures are observed: The buy-back does not materially prejudice the Company s ability to pay its creditors. The Company complies with the provisions of the Corporations Act. The Directors send a Member who on the date of the notice holds less than a Marketable Parcel of shares, a notice which: (i) explains the effect of this Article 5A.2; (ii) allows the Member to elect to be exempt from this Article 5A.2 (a form of election for that purpose must be sent with the notice); and (iii) specifies a date at least 6 weeks from the date the notice is sent by which the Member can make the election in Article 5A.2(ii). (d) The Member is taken to have irrevocably and for valuable consideration appointed the Company as agent and attorney to do anything in Article 5A.2(e) if at 5.00pm Sydney time, on the date specified in the notice: (i) (ii) the Company has not received a form from the Member electing to be exempt from the provisions of this Article 5A.2; and the Member has not increased his or her parcel to a Marketable Parcel. (e) The Company may: (i) (ii) buy-back shares the which make up less than a Marketable Parcel as soon as practicable at a price which the Directors consider to be the best price reasonably obtainable for the shares at the time that they are bought-back; and send to the Member the proceeds of sale after the Company has received any certificate related to the shares (or is satisfied that the certificate is lost or destroyed). (f) The costs and expenses of the buy-back under this Article 5A.2 are payable by the Company. 5A.3 General A notice to a member under Article 5A.1 and Article 5A.2 may only be given once in a 12 month period and may not be given during the offer period of a takeover bid for the Company. If a takeover bid for the Company is announced after a notice is given but before an agreement for the sale of the shares or a transfer of shares under a buy back is entered into, this Article 5A ceases to operate for those shares.

17 After the offer period of the takeover bid closes a new notice under Article 5A.1 or 5A.2 may be given. (d) If a Member s holding becomes a Marketable Parcel after notice is given but before an agreement for sale of the shares or a transfer of shares under a buy back is entered into, the Directors may decide that this Article 5A no longer applies to that Member. Before a sale is effected under this Article 5A, the Directors may revoke a notice or suspend or terminate the operation of this Article 5A either generally or in specific cases. 5A.4 Definition In this Article 5A, Marketable Parcel has the same meaning as in the Listing Rules. 6 TRANSFER OF SHARES 6.1 Transfers Participation in Computerised or Electronic Systems The Directors may do anything they consider necessary or desirable and which is permitted under the Corporations Act and the Listing Rules to facilitate the participation by the Company in any computerised or electronic system established or recognised by the Corporations Act or the Listing Rules for the purposes of facilitating dealings in shares or securities Form of Transfers (1) Subject to this Constitution, a member may transfer all or any of the member s shares by: any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating the clearing and settlement of transactions in shares or other securities, including a transfer that may be effected pursuant to the Operating Rules or other electronic transfer process; or an instrument in writing in any usual or common form or in any other form that the Directors approve. (2) Except as provided by the Operating Rules, the transferor remains the holder of the shares and the member of the Company in respect of those shares until the name of the transferee is entered in the register. (3) The Company must comply with such obligations as may be imposed on it by the Listing Rules, the Operating Rules and any applicable legislation (including stamp duty legislation) in connection with any transfer of shares.

18 Registration Procedure Where an instrument of transfer referred to in Article is to be used by a member to transfer shares, the following provisions apply: (d) The instrument of transfer must be executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act. The stamped instrument of transfer shall be left at the share registry of the Company for registration accompanied by the certificate for the shares to be transferred (if any) and such other evidence as the Directors may require to prove the title of the transferor and his right to transfer the shares. A fee shall not be charged on the registration of a transfer of shares or other securities. On registration of a transfer of shares, the Company must cancel the old certificate (if any) Transfers and Certificates Shares shall be transferred and, subject to Article 2.6.7, share certificates relating thereto shall be issued and delivered in accordance with: the Corporations Act; and the Listing Rules whilst ever the Company is a Listed Company Power to Refuse to Register (1) The Directors may only refuse to register any transfer of shares where: the Listing Rules permit the Company to do so; or the Listing Rules require the Company to do so; and shall refuse to register any transfer of shares where the transfer is a transfer of Restricted Securities which is or might be in breach of the Listing Rules or any escrow agreement entered into by the Company in relation to such Restricted Securities pursuant to the Listing Rules. (2) The Directors may request any applicable CS Facility Operator to apply a holding lock to prevent a transfer of shares in the Company from being registered on the CS Facility s subregister only if: the Listing Rules permit the Company to do so; or the Listing Rules require the Company to do so.

19 (3) Where the Directors refuse to register a transfer, they shall send notice of the refusal and the precise reasons for refusal to the transferee, the holder and the lodging broker (if any) in accordance with the Listing Rules. Failure to give such notice does not invalidate the decision of the Directors Non-interference with Registration Deleted. Notwithstanding any other provision contained in this Constitution, the Company may not prevent or interfere with the registration of a transfer of shares in the Company in a manner which is contrary to the provisions of any of the Listing Rules, the Operating Rules or the Corporations Act. 6.2 Approval Required for Proportional Takeover Bid In this Article the following words shall have these meanings: Bidder means the person making the offer pursuant to the Proportional Takeover Bid. Eligible Shareholders means those persons described in Article Meeting means a meeting of the Eligible Shareholders convened and conducted by the Company. Postal Ballot means a postal ballot conducted by the Company in accordance with Article Prescribed Resolution means a resolution to approve a Proportional Takeover Bid in accordance with the provisions of this Article. Proportional Takeover Bid has the meaning given in section 9 of the Corporations Act. Relevant Day means the day that is 14 days before the end of the period during which the offers under the Proportional Takeover Bid remain open. Shares means shares included in the class of shares the subject of the Proportional Takeover Bid Subject to the Listing Rules and the Operating Rules, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under a Proportional Takeover Bid is prohibited unless and until the Prescribed Resolution is passed. The Directors shall ensure that the Prescribed Resolution is voted on before the Relevant Day The persons entitled to vote on the Prescribed Resolution shall be those persons (other than the Bidder or its Associates) who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held Shares. On a Prescribed Resolution, Eligible Shareholders shall be entitled to one vote for each Share held The Prescribed Resolution shall be voted on in either of the following ways as determined by the Directors:

20 at a Meeting; or by means of a Postal Ballot The Prescribed Resolution shall be taken to have been passed if the proportion that the number of votes in favour of the Prescribed Resolution bears to the total number of votes on the Prescribed Resolution is greater than one-half and otherwise shall be taken to have been rejected If the Directors determine that the Prescribed Resolution shall be voted on at a Meeting, then the provisions of this Constitution that apply to a general meeting of the Company shall, with such modifications as the circumstances require, apply to the Meeting If the Directors determine that the Prescribed Resolution shall be voted on by means of Postal Ballot: The Directors shall despatch to the Eligible Shareholders: (i) (ii) (iii) (iv) a notice proposing the Prescribed Resolution; a ballot paper for the purpose of voting on the Prescribed Resolution; a statement setting out details of the Proportional Takeover Bid; and a memorandum explaining the postal ballot procedure which is to govern voting in respect of the Prescribed Resolution. A vote recorded on a ballot paper shall not be counted, for the purposes of determining whether or not the Prescribed Resolution is passed, unless the ballot paper is: (i) (ii) correctly completed and signed under the hand of the Eligible Shareholder or of his attorney duly authorised in writing or if the Eligible Shareholder is a body corporate under its common or official seal or the hand of its attorney so authorised; and received at the registered office of the Company on or before 5.00pm on the date specified for its return in the notice proposing the Prescribed Resolution such date to be not less than 18 days before the end of the period during which offers under the Proportional Takeover Bid remain open. On the Business Day following the date specified for the return of ballot papers in the notice proposing the Prescribed Resolution, the Directors shall count the ballot papers returned and determine whether the Prescribed Resolution has been passed or rejected and shall forthwith upon completion of counting disclose the results of the ballot and the Prescribed Resolution shall

21 accordingly be deemed to have been voted on upon the date of such declaration Where a Prescribed Resolution is voted on before the Relevant Day the Company shall, on or before the Relevant Day: give to the Bidder; and serve on each notifiable securities exchange, a notice in writing stating that the Prescribed Resolution has been so voted on and that the resolution has been passed, or has been rejected, as the case requires Where, as at the end of the day prior to the Relevant Day no resolution to approve the Proportional Takeover Bid has been voted on, a Prescribed Resolution shall be deemed to have been passed in accordance with this Article Where a Prescribed Resolution is voted on prior to the Relevant Day and is rejected: (d) Notwithstanding section 652A of the Corporations Act, all offers under the Proportional Takeover Bid that have not, as at the end of the Relevant Day, been accepted or have been accepted and from whose acceptance binding contracts have not resulted, shall be deemed to be withdrawn at the end of the Relevant Day; The Bidder shall, forthwith after the end of the Relevant Day, return to each person who has accepted any of the offers any documents that were sent by the person to the Bidder with the acceptance of the offer; The Bidder is entitled to rescind, and shall, forthwith after the end of the Relevant Day, rescind, each contract resulting from the acceptance of an offer made under the Proportional Takeover Bid; and A person who has accepted an offer made under the Proportional Takeover Bid is entitled to rescind the contract (if any) resulting from that acceptance This Article shall cease to have effect on the third anniversary of the date of adoption of this Article unless it is sooner omitted by amendment to this Constitution or renewed in the manner provided by section 648G(4) of the Corporations Act. 7 TRANSMISSION OF SHARES 7.1 Death or Bankruptcy A person becoming entitled to a share in consequence of the death or bankruptcy of a member or a vesting order may, upon producing such evidence as is properly

22 7.2 Estates required by the Directors to establish such entitlement, be registered himself as the holder of the share. A person lawfully administering the estate of a member under the provisions of a law relating to mental health or the administration of the estates of patients or infirm persons may, upon producing such evidence as is properly required by the Directors in that regard, either be registered himself as the holder of the share or subject to the provisions of this Constitution as to transfers, transfer the share to some other person nominated by him. 7.3 Effect of Death, Bankruptcy or Infirmity Subject to Articles , and 18.6, a person entitled to be registered as the holder of a share or to transfer the share to some other person under Articles 7.1 or 7.2, shall be entitled to the same dividends and other advantages and to the same rights (whether in relation to meetings of the Company or to voting or otherwise) as the registered holder would have been entitled to if the events mentioned in Articles 7.1 or 7.2 had not occurred. 8 INCREASE, REDUCTION AND ALTERATION OF CAPITAL 8.1 Alteration of Capital The Company may alter the provisions of its Constitution in accordance with the provisions of the Corporations Act. 8.2 Rights of New Shares Unless otherwise provided by these Articles or the terms of issue, new shares created shall be deemed to be part of the original capital and shall rank equally with and carry the same rights as the existing shares and shall be subject to the provisions of these Articles The Directors may before the issue of any new shares determine that they shall be offered in the first instance to all the members of any class of shares in proportion to the amount of capital held by them or make any other provision not otherwise inconsistent with this Constitution as to the issue and allotment of the new shares. 8.3 Reduction of Capital Subject to the Corporations Act and the Listing Rules, the Company may by special resolution reduce its share capital, any capital redemption reserve, any or any other reserve in any way.

23 Deleted. 9 GENERAL MEETINGS 9.1 Convening and Notice of General Meetings The Company shall, in addition to any other meeting held by the Company, hold a general meeting, to be called the annual general meeting, in accordance with the provisions of the Corporations Act A general meeting shall be convened on such requisition as is provided for by sections 249D, 249E and 249F of the Corporations Act, but save as provided by those sections of the Corporations Act, a member has no right to call a meeting of the Company. A requisition pursuant to section 249D may be deposited by facsimile transmission The Directors may whenever they think fit, convene a general meeting of the Company or a meeting of any class of members of the Company Subject to the provisions of the Corporations Act as to shorter notice, at least 28 days notice shall be given in writing to each member entitled to attend general meetings or a meeting of a class of members of the Company, as the case may be A notice convening a meeting of the Company or of any class of members shall specify: the place, day and hour of the meeting; general nature of the meeting s business; and if a special resolution is to be proposed at the meeting the intention to propose the special resolution and state the resolution, and, if a member is entitled to appoint a proxy, set out the following information: (d) (e) (f) (g) a member entitled to attend and vote is entitled to appoint not more than 2 proxies; where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member s voting rights; a proxy need not be a member; and a place and fax number for receipt of proxy appointments Except in the case of a meeting convened pursuant to section 249D, 249E or 249F of the Corporations Act, the Directors may, by notice in writing to the members, postpone any meeting which has been convened to a date specified in such notice, change the place of the meeting or may cancel the holding of such a meeting, provided such notice is:

24 published in a daily newspaper circulating in Australia; given to ASX; or subject to the Corporations Act and the Listing Rules, given in any other manner determined by the Directors The accidental omission to give notice of any general meeting to or the nonreceipt of any such notice by any person entitled to be so notified, shall not invalidate the meeting or any resolution passed at that meeting. 9.2 Proceedings at General Meetings Business and Quorum (d) The business of an annual general meeting is to receive and consider the profit and loss account, the balance sheet and the reports of the Directors and the auditor of the Company, to elect Directors in the place of those retiring, to declare dividends, to fix the fees of the Directors and to transact any other business which under this Constitution or by law ought to be transacted at an annual general meeting. All other business transacted at an annual general meeting and all business transacted at another general meeting shall be deemed special. No special business shall be transacted at any general meeting except as has been specified in the notice convening it. The number of members whose presence is necessary to constitute a quorum at any general meeting of the Company is 3 members present in person or by proxy, attorney or representative. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. If a quorum is not present within 15 minutes after the time appointed for a meeting or such longer period as the Chairman of the meeting may allow, the meeting: (i) (ii) (iii) if convened upon requisition of members pursuant to section 249D of the Corporations Act, shall be dissolved; in any other case, shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors determine. If at the adjourned meeting a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, those present (being not fewer than 2) shall constitute a quorum. If fewer than 2 members are present within 15 minutes after the time appointed

25 for the adjourned meeting, the adjourned meeting shall be dissolved. (e) The Chairman s ruling on all matters relating to the order of business, procedure and conduct of a general meeting shall be final and no motion of dissent from such a ruling shall be accepted Chairman The Chairman of Directors shall preside at every general meeting of the Company but where he is not present within 15 minutes after the time appointed for a meeting or is unwilling to act or has signified that he will not be present or willing to act, the following shall preside as Chairman of the meeting, in the following order of entitlement the Deputy Chairman; a Director chosen by the Directors present; the only Director present; a member present in person or by proxy, attorney or representative chosen by a majority of the members present in person or by proxy, attorney or representative. In the case of an equality of votes, the Chairman of the meeting has, both on a show of hands and at a poll, a casting vote in addition to his deliberative vote (if any) Demand For a Poll Every question submitted to a meeting shall be decided by a show of hands by the members who are present in person or by proxy, attorney or representative unless, before or upon the declaration of the result of the show of hands, a poll is demanded by: (i) (ii) (iii) the Chairman of the meeting; at least 5 members entitled to vote on the resolution; or members with at least 5% of the votes that may be cast on the resolution on a poll. Unless a poll is so demanded, a declaration by the Chairman of the meeting that the resolution has been carried or carried unanimously or without dissent or by a particular majority or lost and an entry to that effect in the minutes of the meeting shall be conclusive evidence of its contents and it shall not be necessary to prove the number or proportion of votes cast in favour of or against the resolution. Where a poll is duly demanded, it shall be taken in such manner and at such time and place and at once or after an interval or adjournment or otherwise as the Chairman of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.