CORPORATIONS ACT 2001 A NOT-FOR-PROFIT PUBLIC COMPANY LIMITED BY GUARANTEE

CORPORATIONS ACT 2001 A NOT-FOR-PROFIT PUBLIC COMPANY LIMITED BY GUARANTEE CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED ABN 14 155 856 821 5664323v10

TABLE OF CONTENTS PRELIMINARY... 1 1. Name of the Company... 1 2. Type of Company... 1 3. Limited liability of members... 1 4. The guarantee... 1 5. Definitions... 1 PURPOSES AND POWERS... 1 6. Object... 1 7. Powers... 2 8. Not-for-profit... 2 9. Amending the Constitution... 2 MEMBERS... 2 10. Membership and register of members... 2 11. Who can be a member... 3 12. How to apply to become a member... 3 13. Directors decide whether to approve membership... 4 14. When an applicant becomes a member... 4 15. Rights of membership... 4 16. When a person or an entity stops being a member... 5 DISPUTE RESOLUTION AND DISCIPLINARY PROCEDURES... 5 17. Dispute resolution... 5 18. Disciplining members... 6 GENERAL MEETINGS OF MEMBERS... 7 19. General meetings called by directors... 7 20. General meetings called by members... 8 21. Annual general meeting... 8 22. Notice of general meetings... 9 23. Postponement or cancellation... 10 24. Quorum at general meetings... 10 25. Auditor's right to attend meetings... 11 26. Representatives of members... 11 27. Using technology to hold meetings... 11 28. Chairperson for general meetings... 12 29. Role of the chairperson... 12 30. Adjournment of meetings... 12 MEMBERS RESOLUTIONS AND STATEMENTS... 12 31. Members' resolutions and statements... 12 32. Company must give notice of proposed resolution or distribute statement... 13 33. Circular resolutions of members... 13 VOTING AT GENERAL MEETINGS... 14 34. How many votes a member has... 14 35. Challenge to member s right to vote... 14 36. How voting is carried out... 14 37. When and how a vote in writing must be held... 15 38. Appointment of proxy... 15 i

39. Voting by proxy... 16 DIRECTORS... 16 40. Number of directors... 16 41. Election and appointment of directors... 16 42. Election deadlock... 18 43. Election of chairperson... 18 44. Term of office... 18 45. When a director stops being a director... 19 POWERS OF DIRECTORS... 19 46. Powers of directors... 19 47. Powers in relation to membership fees... 20 48. Power to remove directors... 20 49. Delegation of directors powers... 20 50. Payments to directors... 21 51. Execution of documents... 21 DUTIES OF DIRECTORS... 21 52. Duties of directors... 21 53. Conflicts of interest... 22 DIRECTORS MEETINGS... 23 54. When the directors meet... 23 55. Calling directors meetings... 23 56. Chairperson for directors meetings... 23 57. Quorum at directors meetings... 23 58. Using technology to hold directors meetings... 23 59. Passing directors resolutions... 24 60. Circular resolutions of directors... 24 61. Procedural rules... 24 62. Valid proceedings... 24 63. Chief Executive Officer Appointment and Power of Chief Executive Officer... 24 64. Termination of appointment of Chief Executive Officer... 25 SECRETARY... 25 65. Appointment and role of Secretary... 25 66. Cessation of Secretary s Appointment... 25 67. Removal from office... 26 MINUTES AND RECORDS... 26 68. Minutes and records... 26 69. Financial and related records... 26 BY-LAWS... 27 70. By-laws... 27 NOTICE... 27 71. What is notice... 27 72. Notice to the Company... 27 73. Notice to members... 27 CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page ii

74. When notice is taken to be given... 28 FINANCIAL YEAR... 28 75. Company's financial year... 28 INDEMNITY, INSURANCE AND ACCESS... 28 76. Indemnity... 28 77. Insurance... 29 78. Directors access to documents... 29 WINDING UP... 29 79. Surplus assets not to be distributed to members... 29 80. Distribution of surplus assets... 29 DEFINITIONS AND INTERPRETATION... 30 81. Definitions... 30 82. Reading this Constitution with the Corporations Act... 31 83. Interpretation... 31 PROXY FORM... 33 CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page iii

PRELIMINARY 1. Name of the Company The name of the company is Bioenergy Australia (Forum) Limited (the Company). 2. Type of Company The Company is a not-for-profit public company limited by guarantee. 3. Limited liability of members The liability of members is limited to the amount of the guarantee in clause 4. 4. The guarantee Each member must contribute an amount not more than $20.00 (the guarantee) to the property of the company if the company is wound up while the member is a member, or within 12 months after they stop being a member, and this contribution is required to pay for the: debts and liabilities of the company incurred before the member stopped being a member; or costs of winding up. This undertaking continues for 1 year after a person ceases to be a member. 5. Definitions In this Constitution, words and phrases have the meaning set out in clauses 82 and 84. PURPOSES AND POWERS 6. Object The vision of the Company is for sustainable bioenergy and bio-products to be recognised and widely adopted and deployed as an industry in Australia as an essential component to reach carbon neutrality in Australia. To achieve this, the Company will: Advocate With our members, we anticipate and develop leading positions on issues of concern to the advancement and growth of bioenergy in Australia. Campaign We raise the profile of the industry within the media and broader community to achieve a greater level of understanding about bioenergy and the vital role it must play to achieve carbon neutrality. CONSTITUTION OF BIOENERGY AUSTRALIA LIMITED Page 1

Inform We publish reports, webinars and articles to help our members keep ahead of industry trends and opportunities. We Connect We facilitate knowledge exchange and networking for members through events across Australia. As the advocate in Australia for bioenergy and bio-products, we will create and promote awareness and understanding to influence industry and drive growth. 7. Powers Subject to clause 8, the Company has: the powers of an individual; and all the powers of a company limited by guarantee under the Corporations Act. Provided they are used only to carry out its purpose(s) set out in clause 6. 8. Not-for-profit The Company must not distribute any income or assets directly or indirectly to its members, except as provided in clauses 8.2 and 81. Clause 8.1 does not stop the Company from doing the following things, provided they are done in good faith: paying a member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the Company; or making a payment to a member in carrying out the Company s purpose(s). 9. Amending the Constitution MEMBERS The members may amend this Constitution by passing a special resolution. The members must not pass a special resolution that amends this Constitution if passing it causes the Company to no longer be a not-for-profit Company. 10. Membership and register of members The members of the Company are: initial members; and CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 2

any other person that the directors allow to be a member, in accordance with this Constitution. The Company must establish and maintain a register of members. The register of members must be kept by the Secretary and must contain: for each current member: (i) (ii) (iii) (iv) name; address; any alternative address nominated by the member for the service of notices; and date the member was entered on to the register. for each person who stopped being a member in the last 7 years: (i) (ii) (iii) (iv) name; address; any alternative address nominated by the member for the service of notices; and dates the membership started and ended. The Company must give current members access to the register of members. Information that is accessed from the register of members must only be used in a manner relevant to the interests or rights of members. 11. Who can be a member An applicant who supports the purposes of the Company is eligible to apply to be a member of the Company under clause 12. In this clause, applicant means an entity (government, industry, incorporated body, educational) or an individual. 12. How to apply to become a member An applicant (as defined in clause 11.2) may apply to become a member of the Company by sending an application to the Secretary. The application must be: (i) made in such form as the directors may from time to time reasonably require; CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 3

(ii) (iii) (iv) accompanied by such proofs, information and evidence as the directors may from time to time reasonably require; accompanied by payment of the relevant membership fee in accordance with clause 48; and lodged with the Company. The application must state that the applicant: (i) (ii) (iii) wants to become a member; supports the purpose(s) of the Company; and agrees to comply with the Company s Constitution and member code of conduct including paying the guarantee under clause 4 if required. 13. Directors decide whether to approve membership The directors must consider an application for membership within a reasonable time after the Secretary receives the application. If the directors approve an application, the Secretary must as soon as possible: enter the new member on the register of members; and write to the applicant to tell them that their application was approved, and the date that their membership started (see clause 14). If the directors reject an application, the Secretary must write to the applicant as soon as possible to tell them that their application has been rejected, but does not have to give reasons; and return the membership fee, paid in accordance with clause 12(iii). For the avoidance of doubt, the directors may approve an application even if the application does not state the matters listed in clauses 12(i), 12(ii), or 12(iii). In that case, by applying to be a member, the applicant agrees to those three matters. 14. When an applicant becomes a member Other than initial members, an applicant will become a member when they are entered on the register of members. 15. Rights of membership The rights, privileges and obligation of every member: pertain only to that member and may not be transferable by any act of that member or by operation of law; and CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 4

terminate upon the cessation of membership of the Company pursuant to clause 16 below. 16. When a person or an entity stops being a member A person immediately stops being a member if they: die; are wound up or otherwise dissolved or deregistered; resign, by writing to the Secretary; are expelled under clause 18; (e) (f) have not responded within three months to a written request from the Secretary that they confirm in writing that they want to remain a member; or do not pay any membership fee imposed by the directors in accordance with clause 48 in full within 60 days. DISPUTE RESOLUTION AND DISCIPLINARY PROCEDURES 17. Dispute resolution The dispute resolution procedure in this clause applies to disputes (disagreements) under this Constitution between a member or director and: one or more directors; or the Company. A member must not start a dispute resolution procedure in relation to a matter which is the subject of a disciplinary procedure under clause 18 until the disciplinary procedure is completed. Those involved in the dispute must try to resolve it between themselves within 14 days of knowing about it. If those involved in the dispute do not resolve it under clause 17.3, they must within 10 days: tell the directors about the dispute in writing; agree or request that a mediator be appointed; and attempt in good faith to settle the dispute by mediation. The mediator must: be chosen by agreement of those involved; or CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 5

where those involved do not agree: (i) (ii) for disputes between members, a person chosen by the directors; or for other disputes, a person chosen by either the Commissioner of the Australian Charities and Not-for-profits Commission or the president of the law institute or society in the state or territory in which the Company has its registered office. A mediator chosen by the directors under clause 17.5(i): may be a member or former member of the Company; must not have a personal interest in the dispute; and must not be biased towards or against anyone involved in the dispute. When conducting the mediation, the mediator must: allow those involved a reasonable chance to be heard; allow those involved a reasonable chance to review any written statements; ensure that those involved are given natural justice; and not make a decision on the dispute. 18. Disciplining members In accordance with this clause, the directors may resolve to warn, suspend or expel a member from the Company if the directors consider that: the member has breached this Constitution, or any by-laws, rules or regulations of the Company; or the member s behaviour is causing, has caused, or is likely to cause harm to the Company. At least 21 days before the directors meeting at which a resolution under clause 18.1 will be considered, the Secretary must notify the member in writing: that the directors are considering a resolution to warn, suspend or expel the member; that this resolution will be considered at a directors meeting and the date of that meeting; what the member is said to have done or not done; the nature of the resolution that has been proposed; and CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 6

(e) that the member may provide an explanation to the directors, and details of how to do so. Before the directors pass any resolution under clause 18.1, the member must be given a chance to explain or defend themselves by: sending the directors a written explanation before that directors meeting; and/or speaking at the meeting. After considering any explanation under clause 18.3, the directors may by a majority of at least two third of those present and voting: take no further action; warn the member; suspend the member s rights as a member for a period of no more than 12 months; (e) (f) expel the member; refer the decision to an unbiased, independent person on conditions that the directors consider appropriate (however, the person can only make a decision that the directors could have made under this clause); or require the matter to be determined at a general meeting. The directors cannot fine a member. The Secretary must give written notice to the member of the decision under clause 18.4 as soon as possible. Disciplinary procedures must be completed as soon as reasonably practical. There will be no liability for any loss or injury suffered by the member as a result of any decision made in good faith under this clause. GENERAL MEETINGS OF MEMBERS 19. General meetings called by directors The directors may call a general meeting. If members with at least 5% of the votes that may be cast at a general meeting make a written request to the Company for a general meeting to be held, the directors must: within 21 days of the members request, give all members notice of a general meeting; and hold the general meeting within 2 months of the members request. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 7

The percentage of votes that members have (in clause 19.2) is to be worked out as at midnight before the members request the meeting. The members who make the request for a general meeting must: state in the request any resolution to be proposed at the meeting; sign the request; and give the request to the Company. Separate copies of a document setting out the request may be signed by members if the wording of the request is the same in each copy. 20. General meetings called by members If the directors do not call the meeting within 21 days of being requested under clause 19.2, 50% or more of the members who made the request may call and arrange to hold a general meeting. To call and hold a meeting under clause 20.1 the members must: as far as possible, follow the procedures for general meetings set out in this Constitution; call the meeting using the list of members on the Company s member register, which the Company must provide to the members making the request at no cost; and hold the general meeting within three months after the request was given to the Company. The Company must pay the members who request the general meeting any reasonable expenses they incur because the directors did not call and hold the meeting. 21. Annual general meeting A general meeting, called the annual general meeting, must be held: within 18 months after registration of the Company; and after the first annual general meeting, at least once in every calendar year. Even if these items are not set out in the notice of meeting, the business of an annual general meeting may include: a review of the Company s activities; a review of the Company s finances; any auditor s report; CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 8

(e) the election of directors; and the appointment and payment of auditors, if any. Before or at the annual general meeting, the directors must give information to the members on the Company s activities and finances during the period since the last annual general meeting. The chairperson of the annual general meeting must give members as a whole a reasonable opportunity at the meeting to ask questions or make comments about the management of the Company. 22. Notice of general meetings Notice of a general meeting must be given to: each member entitled to vote at the meeting; each director; and the auditor (if any). Notice of a general meeting must be provided in writing at least 21 days before the meeting. Subject to clause 22.4, notice of a meeting may be provided less than 21 days before the meeting if: for an annual general meeting, all the members entitled to attend and vote at the annual general meeting agree beforehand; or for any other general meeting, members with at least 95% of the votes that may be cast at the meeting agree beforehand. Notice of a meeting cannot be provided less than 21 days before the meeting if a resolution will be moved to: remove a director; appoint a director in order to replace a director who was removed; or remove an auditor. Notice of a general meeting must include: the place, date and time for the meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this); the general nature of the meeting s business; if applicable, that a special resolution is to be proposed and the words of the proposed resolution; CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 9

a statement that members have the right to appoint proxies and that, if a member appoints a proxy: (i) (ii) (iii) the proxy does not need to be a member of the Company; the proxy form must be delivered to the Company at its registered address or the address (including an electronic address) specified in the notice of the meeting; and the proxy form must be delivered to the Company at least 48 hours before the meeting. If a general meeting is adjourned (put off) for one month or more, the members must be given new notice of the resumed meeting. 23. Postponement or cancellation Subject to sections 249D(5) and 250N of the Corporations Act 2001, the directors may: postpone a meeting of members; cancel a meeting of members; or change the place for a general meeting, by written notice given individually to each person entitled to be given notice of the meeting under clause 22. If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting. 24. Quorum at general meetings For a general meeting to be held, at least 10 members (a quorum) must be present (in person, by proxy or by representative) for the whole meeting. When determining whether a quorum is present, a person may only be counted once (even if that person is a representative or proxy of more than one member). No business may be conducted at a general meeting if a quorum is not present. If there is no quorum present within 30 minutes after the starting time stated in the notice of general meeting, the general meeting is adjourned to the date, time and place that the chairperson specifies. If the chairperson does not specify one or more of those things, the meeting is adjourned to: if the date is not specified the same day in the next week; if the time is not specified the same time; and if the place is not specified the same place. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 10

If no quorum is present at the resumed meeting within 30 minutes after the starting time set for that meeting, the meeting is cancelled. 25. Auditor's right to attend meetings The auditor (if any) is entitled to attend any general meeting and to be heard by the members on any part of the business of the meeting that concerns the auditor in the capacity of auditor. The Company must give the auditor (if any) any communications relating to the general meeting that a member of the Company is entitled to receive. 26. Representatives of members A member may appoint as a representative: one individual to represent the member at meetings and to sign circular resolutions under clause 33; and the same individual or another individual for the purpose of being appointed or elected as a director. The appointment of a representative by a member must: be in writing; include the name of the representative; be signed on behalf of the member; and be given to the Company or, for representation at a meeting, be given to the chairperson before the meeting starts. A representative has all the rights of a member relevant to the purposes of the appointment as a representative. The appointment may be standing (ongoing). If a person appointed under clause 26.1 ceases for any reason to represent the appointing member, that member must as soon as practicable so advise the Secretary who will amend the company s records accordingly. 27. Using technology to hold meetings The Company may hold a general meeting at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate, including to hear and be heard. Anyone using this technology is taken to be present in person at the meeting. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 11

28. Chairperson for general meetings The elected chairperson is entitled to chair general meetings. The members present and entitled to vote at a general meeting may choose a director or member to be the chairperson for that meeting if: there is no elected chairperson; or the elected chairperson is not present within 30 minutes after the starting time set for the meeting; or the elected chairperson is present but says they do not wish to act as chairperson of the meeting. 29. Role of the chairperson The chairperson is responsible for the conduct of the general meeting, and for this purpose must give members a reasonable opportunity to make comments and ask questions (including to the auditor (if any)). If an equal number of votes are for and against a resolution at a meeting of members, the chairperson has a casting vote. 30. Adjournment of meetings If a quorum is present, a general meeting must be adjourned if a majority of members present direct the chairperson to adjourn it. Only unfinished business may be dealt with at a meeting resumed after an adjournment. MEMBERS RESOLUTIONS AND STATEMENTS 31. Members' resolutions and statements Members with at least 5% of the votes that may be cast on a resolution may give: written notice to the Company of a resolution they propose to move at a general meeting (members resolution); and/or a written request to the Company that the Company give all of its members a statement about a proposed resolution or any other matter that may properly be considered at a general meeting (members statement). A notice of a members resolution must set out the wording of the proposed resolution and be signed by the members proposing the resolution. A request to distribute a members statement must set out the statement to be distributed and be signed by the members making the request. Separate copies of a document setting out the notice or request may be signed by members if the wording is the same in each copy. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 12

The percentage of votes that members have (as described in clause 31.1) is to be worked out as at midnight before the request or notice is given to the company. If the Company has been given notice of a members' resolution under clause 31.1, the resolution must be considered at the next general meeting held more than two months after the notice is given. This clause does not limit any other right that a member has to propose a resolution at a general meeting. 32. Company must give notice of proposed resolution or distribute statement If the Company has been given a notice or request under clause 31: in time to send the notice of proposed members resolution or a copy of the members' statement to members with a notice of meeting, it must do so at the company s cost; or too late to send the notice of proposed members resolution or a copy of the members' statement to members with a notice of meeting, then the members who proposed the resolution or made the request must pay the expenses reasonably incurred by the Company in giving members notice of the proposed members resolution or a copy of the members' statement. However, at a general meeting, the members may pass a resolution that the Company will pay these expenses. The Company does not need to send the notice of proposed members resolution or a copy of the members' statement to members if: it is more than 1000 words long; the directors consider it may be defamatory; clause 32.1 applies, and the members who proposed the resolution or made the request have not paid the Company enough money to cover the cost of sending the notice of the proposed members resolution or a copy of the members' statement to members; or in the case of a proposed members resolution, the resolution does not relate to a matter that may be properly considered at a general meeting or is otherwise not a valid resolution able to be put to the members. 33. Circular resolutions of members Subject to clause 33.3, the directors may put a resolution to the members to pass a resolution without a general meeting being held (a circular resolution). The directors must notify the auditor (if any) as soon as possible that a circular resolution has or will be put to members, and set out the wording of the resolution. Circular resolutions cannot be used: for a resolution to remove an auditor, appoint a director or remove a director; CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 13

for passing a special resolution; or where the Corporations Act or this Constitution requires a meeting to be held. A circular resolution is passed if all the members entitled to vote on the resolution sign or agree to the circular resolution, in the manner set out in clause 33.5 or clause 33.6. Members may sign: a single document setting out the circular resolution and containing a statement that they agree to the resolution; or separate copies of that document, as long as the wording is the same in each copy. The Company may send a circular resolution by email to members and members may agree by sending a reply email to that effect, including the text of the resolution in their reply. VOTING AT GENERAL MEETINGS 34. How many votes a member has Each member has one vote. 35. Challenge to member s right to vote A member or the chairperson may only challenge a person s right to vote at a general meeting at that meeting. If a challenge is made under clause 35.1, the chairperson must decide whether or not the person may vote. The chairperson s decision is final. 36. How voting is carried out Voting must be conducted and decided by: a show of hands; a vote in writing; or another method chosen by the chairperson that is fair and reasonable in the circumstances. Before a vote is taken, the chairperson must state whether any proxy votes have been received and, if so, how the proxy votes will be cast. On a show of hands, the chairperson s decision is conclusive evidence of the result of the vote. The chairperson and the meeting minutes do not need to state the number or proportion of the votes recorded in favour or against on a show of hands. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 14

37. When and how a vote in writing must be held A vote in writing may be demanded on any resolution instead of or after a vote by a show of hands by: at least five members present; members present with at least 5% of the votes that may be passed on the resolution on the vote in writing (worked out as at the midnight before the vote in writing is demanded); or the chairperson. A vote in writing must be taken when and how the chairperson directs, unless clause 37.3 applies. A vote in writing must be held immediately if it is demanded under clause 37.1: for the election of a chairperson under clause 28.2; or to decide whether to adjourn the meeting. A demand for a vote in writing may be withdrawn. 38. Appointment of proxy A member may appoint a proxy to attend and vote at a general meeting on their behalf. A proxy does not need to be a member. A proxy appointed to attend and vote for a member has the same rights as the member to: speak at the meeting; vote in a vote in writing (but only to the extent allowed by the appointment); and join in to demand a vote in writing under clause 37.1. An appointment of proxy (proxy form) must be signed by the member appointing the proxy and must contain: the member s name and address; the Company s name; the proxy s name or the name of the office held by the proxy; and the meeting(s) at which the appointment may be used. A proxy appointment may be standing (ongoing). CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 15

Proxy forms must be received by the company at the address stated in the notice under clause 22.5 or at the company s registered address at least 48 hours before a meeting. A proxy does not have the authority to speak and vote for a member at a meeting while the member is at the meeting. Unless the Company receives written notice before the start or resumption of a general meeting at which a proxy votes, a vote cast by the proxy is valid even if, before the proxy votes, the appointing member: dies; is mentally incapacitated; revokes the proxy s appointment; or revokes the authority of a representative or agent who appointed the proxy. A proxy appointment may specify the way the proxy must vote on a particular resolution. 39. Voting by proxy A proxy is not entitled to vote on a show of hands. If a member holds a proxy, on a show of hands the member may vote as a member but not as a proxy. When a vote in writing is held, a proxy: does not need to vote, unless the proxy appointment specifies the way they must vote; if the way they must vote is specified on the proxy form, must vote that way; and if the proxy is also a member or holds more than one proxy, may cast the votes held in different ways. DIRECTORS 40. Number of directors The Company must have at least four and no more than seven directors. The Company may by ordinary resolution passed at a general meeting, increase the minimum number of directors or reduce the maximum number of directors. 41. Election and appointment of directors Before each annual general meeting, the directors must determine whether there will be any vacancy on the Board at the end of the annual general meeting, taking into account the minimum number of directors required under clause 40. If there will be any such vacancy, members must be notified at the same time that notices for the annual general CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 16

meeting are issued that there will be an election and an eligible member may be elected as a director in accordance with this Constitution. If the directors determine that there will be no such vacancy on the Board, there will be no requirement for an election at the annual general meeting. The initial directors are the people who have agreed to act as directors and who are named as proposed directors in the application for registration of the Company. Apart from the initial directors and directors appointed under clause 41.6, the members may elect a director by a resolution passed in a general meeting. Each of the directors must be appointed by a separate resolution, unless: the members present have first passed a resolution that the appointments may be voted on together; and no votes were cast against that resolution. Subject to clause 42.1, a person is eligible for election as a director of the Company if they: are a member of the Company, or a representative of a member of the Company (appointed under clause 26); are nominated by two members or representatives of members entitled to vote (unless the person was previously elected as a director at a general meeting and has been a director since that meeting); give the Company their signed consent to act as a director of the Company; and are not ineligible to be a director under the Corporations Act or, if the Company becomes a Registered Charity, the ACNC Act. Without limiting clause 42.1, the directors may appoint one or more persons as a director to fill a casual vacancy or as an additional director if that person: is a member of the Company, or a representative of a member of the Company (appointed under clause 26); gives the Company their signed consent to act as a director of the Company, and is not ineligible to be a director under the Corporations Act or if the Company becomes a Registered Charity, the ACNC Act. 41.7 The directors may establish guidelines and processes for the appointment of persons as casual or additional directors. Without limiting the absolute discretion of the directors as to the appointment of casual or additional directors, the directors must have regard to: the objects of the Company; the qualification, experience and skills of the existing directors; and CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 17

the qualifications, experience and skills of any person proposed to be appointed as a casual or additional director. 42. Appointment of independent directors 43. Election deadlock Despite clauses 41.5 and 41.6, the directors may, in their discretion, from time to time, appoint up to a maximum of two people, irrespective of membership of the Company, as independent directors to serve at any one time, where the Board considers they have the background, skills or experience to enhance the ability of the board to better discharge its role and the legal duties and responsibilities of the directors for such term as the directors think fit but not exceeding three (3) continuous years. An independent director shall not be taken into account in determining the number of directors who must retire by rotation in accordance with clause 45. Where an election for positions as directors results in two or more persons receiving the same number of votes, such that election of all of those persons would result in the number of positions available being exceeded, the chairperson may determine in their absolute discretion another manner by which to decide the outcome, including but not limited to: allowing the relevant candidates to agree on the matter; determination by drawing lots; or the resubmission of the relevant candidates to a further vote of members. 44. Election of chairperson The directors must elect a director as the Company s elected chairperson. 45. Term of office At each annual general meeting: any director appointed by the directors not less than three months prior to the holding of the Annual General Meeting to fill a casual vacancy or as an additional director must retire; and at least one-third of the remaining directors must retire. The directors who must retire at each annual general meeting under clause 45.1 will be the directors who have been longest in office since last being elected. Where directors were elected on the same day, the director(s) to retire will be decided by lot unless they agree otherwise. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 18

Other than a director appointed under clause 41.6 and 42.1, a director s term of office starts at the end of the annual general meeting at which they are elected and ends at the end of the annual general meeting at which they retire. Each director must retire no later than the AGM first arising three years after their election or appointment as a director, and on every third anniversary thereafter. A director who retires under clause 45.1 may nominate for election or re-election, subject to clause 45.6. Other than a director appointed under clause 42.1, a director who has held office for a continuous period of nine years or more may only be re-appointed or re-elected by a special resolution of the Company. 46. When a director stops being a director A director stops being a director if they: (e) give written notice of resignation as a director to the Company; die; are removed as a director by a resolution of the members; stop being a member of the Company; are a representative of a member, and that member stops being a member; (f) the Company becomes aware, including by receiving notice under clause 26.5, that the director is no longer the representative of a member; (g) (h) (i) (j) (k) are absent for three consecutive directors meetings without approval from the directors; become ineligible to be a director of the Company under the Corporations Act or if the Company becomes a Registered Charity, the ACNC Act; cannot fully participate in the governance of the Company, because of his or her mental incapacity; have a person appointed to administer their estate under a law relating to the administration of estates of persons who, through mental or physical incapacity, are incapable of managing their affairs; or are removed by the members of the Company; POWERS OF DIRECTORS 47. Powers of directors The directors are responsible for managing and directing the activities of the Company to achieve the purpose(s) set out in clause 6. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 19

The directors may use all the powers of the company except for powers that, under the Corporations Act or this Constitution, may only be used by members. The directors must decide on the responsible financial management of the Company including: any suitable written delegations of power under clause 50; and how money will be managed, such as how electronic transfers, negotiable instruments or cheques must be authorised and signed or otherwise approved. 48. Powers in relation to membership fees The directors may require the payment of fees or other payments by members in such amounts and at such times as the directors resolve. The directors may make fees payable by one or more members for different amounts and at different times and, subject to the terms of membership, payable by instalments. The directors may revoke or postpone payment of fees or extend time for payment of fees. The Company must give members at least 10 Business Days notice of fees payable by them. A notice of fees must be in writing and must specify the amount of the fee and the time and place for payment of the fee. A fee is not invalid if a member does not receive notice of the fee. 49. Power to remove directors The directors cannot remove a director or auditor. Directors and auditors may only be removed by a members resolution at a general meeting. If the conduct or position of any director, whether elected or appointed, is such that continuance in office appears to the majority of the directors to be prejudicial to the interests of the Company, a majority of the directors at a meeting of the directors specifically called for that purpose may recommend the removal of that director. Within 14 days of the directors recommending the removal of a director, the directors must call a general meeting, at which the members may consider a motion to remove the director from office. If a motion to remove any director from office is not carried at the general meeting called to consider the matter, the director is not removed from his or her office. In addition to the procedure outlined in 49.1 to 49.4 above, the members of the Company may, subject to the Corporations Act, by resolution passed in general meeting remove any director from office before the end of the director's term of office. 50. Delegation of directors powers The directors may delegate any of their powers and functions to a committee, a director, an employee of the Company (such as a chief executive officer) or any other person, as they consider appropriate. The delegation must be recorded in the Company s minute book. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 20

The directors may revoke the delegation previously made whether or not the delegation is expressed to be for a specified purpose. 51. Payments to directors The Company must not, without the approval of the members in general meeting, pay fees to a director for acting as a director. The Company may: pay a director for work they do for the Company, other than as a director, if the amount is no more than a reasonable fee for the work done, or reimburse a director for expenses properly incurred by the director in connection with the affairs of the Company. 52. Execution of documents The Company may execute a document without using a common seal if the document is signed by: two directors of the Company; or a director and the Secretary. DUTIES OF DIRECTORS 53. Duties of directors The directors must comply with their duties as directors under legislation, including the Corporations Act and common law (judge-made law). If the Company becomes a Registered Charity, the directors must comply with the duties described in governance standard 5 of the regulations made under the ACNC Act which are: (e) (f) to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a director of the Company; to act in good faith in the best interests of the Company and to further the charitable purpose(s) of the Company set out in clause 6; not to misuse their position as a director; not to misuse information they gain in their role as a director; to disclose any perceived or actual material conflicts of interest in the manner set out in clause 54; to ensure that the financial affairs of the company are managed responsibly; and CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 21

(g) not to allow the Company to operate while it is insolvent. 54. Conflicts of interest A director must disclose the nature and extent of any actual or perceived material conflict of interest in a matter that is being considered at a meeting of directors (or that is proposed in a circular resolution): to the other directors; or if all of the directors have the same conflict of interest, to the members at the next general meeting, or at an earlier time if reasonable to do so. The disclosure of a conflict of interest by a director must be recorded in the minutes of the meeting. Each director who has a material personal interest in a matter that is being considered at a meeting of directors (or that is proposed in a circular resolution) must not, except as provided under clause 54.4: be present at the meeting while the matter is being discussed; or vote on the matter. A director may still be present and vote if: (e) their interest arises because they are a member of the company, and the other members have the same interest; their interest relates to an insurance contract that insures, or would insure, the director against liabilities that the director incurs as a director of the Company (clause 78); their interest relates to a payment by the company under clause 77 (indemnity), or any contract relating to an indemnity that is allowed under the Corporations Act; the Australian Securities and Investments Commission (ASIC) makes an order allowing the director to vote on the matter; or the directors who do not have a material personal interest in the matter pass a resolution that: (i) (ii) identifies the director, the nature and extent of the director s interest in the matter and how it relates to the affairs of the Company; and says that those directors are satisfied that the interest should not stop the director from voting or being present. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 22

DIRECTORS MEETINGS 55. When the directors meet The directors may decide how often, where and when they meet. 56. Calling directors meetings A director may call a directors meeting by giving reasonable notice to all of the other directors. A director may give notice in writing or by any other means of communication that has previously been agreed to by all of the directors. Failure to give notice to, or non-receipt of notice by, a director does not result in the directors meeting being invalid. 57. Chairperson for directors meetings The elected chairperson is entitled to chair directors meetings. The directors at a directors meeting may choose a director to be the chairperson for that meeting if the elected chairperson is: not present within 15 minutes after the starting time set for the meeting; or present but does not want to act as chairperson of the meeting. 58. Quorum at directors meetings Unless the directors determine otherwise, the quorum for a directors meeting: when the total number of current directors is six or more, then quorum will be two less than the number of directors; or when the total number of current directors is five or less, then quorum will be one less than the number of directors. A quorum must be present for the whole directors meeting. If the number of directors is reduced to less than the number required for a quorum, the continuing directors may act for the purpose of increasing the number of directors to the number required for a quorum) or calling a general meeting, but for no other purpose. 59. Using technology to hold directors meetings The directors may hold their meetings by using any technology (such as video or teleconferencing) that is agreed to by all of the directors. The directors agreement may be a standing (ongoing) one. A director may only withdraw their consent within a reasonable period before the meeting. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 23

60. Passing directors resolutions A directors resolution must be passed by a majority of the votes cast by directors present and entitled to vote on the resolution. 61. Circular resolutions of directors The directors may pass a circular resolution without a directors meeting being held. A circular resolution is passed if all the directors entitled to vote on the resolution sign or otherwise agree to the resolution in the manner set out in clause 61.3 or clause 61.4. Each director may sign: a single document setting out the resolution and containing a statement that they agree to the resolution; or separate copies of that document, as long as the wording of the resolution is the same in each copy. The Company may send a circular resolution by email to the directors and the directors may agree to the resolution by sending a reply email to that effect, including the text of the resolution in their reply. A circular resolution is passed when the last director signs or otherwise agrees to the resolution in the manner set out in clause 61.3 or clause 61.4. 62. Procedural rules The directors may adjourn and, subject to this Constitution, otherwise regulate its meetings as it decides. 63. Valid proceedings Each resolution passed or thing done by, or with the participation of, a person acting as a director is valid even if it is later discovered that: there was a defect in the appointment of the person; or the person was disqualified from continuing in office, voting on the resolution or doing the thing. 64. Chief Executive Officer Appointment and Power of Chief Executive Officer The directors may appoint one or more persons to be a Chief Executive Officer either for a specified term (but not for life) or without specifying a term. Subject to this document, a Chief Executive Officer has all the duties, and can exercise all the powers and rights, delegated by the directors to the Chief Executive Officer. The directors may delegate any of the powers of the directors to a Chief Executive Officer: CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 24

on the terms and subject to any restrictions the directors decide; and so as to be concurrent with, or to the exclusion of, the powers of the board, and may revoke the delegation at any time. 65. Termination of appointment of Chief Executive Officer The appointment of a Chief Executive Officer terminates if the directors remove the Chief Executive Officer from the office of Chief Executive Officer (which, without affecting the rights of the Chief Executive Officer under any contract between the Company and the Chief Executive Officer, the directors have power to do), whether or not the appointment was expressed to be for a specified term. SECRETARY 66. Appointment and role of Secretary The Company must have at least one Secretary, who may also be a director. A Secretary must be appointed by the directors (after giving the company their signed consent to act as Secretary of the Company) The directors must decide the terms and conditions under which the Secretary is appointed, including any remuneration. The role of the Secretary includes: maintaining a register of the Company s members; and maintaining the minutes and other records of general meetings (including notices of meetings), directors meetings and circular resolutions. 67. Cessation of Secretary s Appointment A person automatically ceases to be a Secretary if the person: is not permitted by the Corporations Act (or an order made under the Corporations Act) to be a Secretary of a company; becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G of the Corporations Act; becomes of unsound mind or physically or mentally incapable of performing the functions of Secretary; resigns by notice in writing to the Company; or (e) is removed from office under clause 68. CONSTITUTION OF BIOENERGY AUSTRALIA (FORUM) LIMITED Page 25