ASX/Media Release - Stockland Corporation Limited – Amended Constitution ENDS

Table of Contents

• Stockland Corporation Ltd_241021_ASX Release 1
• ENDS 1
• Stockland Corporation Ltd - Amended Constitution 2
• 1 Interpretation 8
• 1.1 Definitions 8
• ASIC means the Australian Securities and Investments Commission or any regulatory body which replaces it or performs its functions. 8
• ASX means Australian Stock Exchange Limited. 8
• Attached Security means any securities an identical number of which are from time to time Stapled together to form a Stapled Security but does not include any Unstapled Security. 8
• Auditor means any person appointed to perform the duties of an auditor of the Company. 8
• Business Day has the meaning given to that term in the Listing Rules. 8
• Certificate means a certificate for Securities issued in accordance with the Corporations Act. 8
• Chairman means the chairman of the Directors. 8
• Company means Stockland Corporation Limited. 8
• Constitution means this document as amended from time to time. 8
• Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations made under it. 8
• Corresponding Number in relation to an Attached Security means at any time the number of those Attached Securities that are Stapled to an issued ordinary Share at that time. 8
• CS Facility has the same meaning as clearing and settlement facility in the Corporations Act. 8
• CS Facility Operator means the operator of the CS Facility. 8
• Director means any person appointed to perform the duties of a director of the Company. 8
• Holder means: 8
• (a) in respect of a Share, the Member who holds that Share; and 8
• (b) in respect of any other Security, the person who is entered in the records kept by the Company as the holder of that Security. 8
• Instantaneous Communication Device includes telephone, television, fax, electronic mail, videoconference or any other audio, visual or data device which permits instantaneous communication. 8
• 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 ... 8
• Managing Director means any person appointed to perform the duties of managing director of the Company. 9
• Marketable Parcel means the number of Securities which in aggregate constitutes a marketable parcel of Securities within the meaning of the Listing Rules. 9
• Meeting means a meeting of Members, other Holders or Directors, as the case may be. 9
• Member means any person entered in the Register as the holder of a Share. 9
• Member Present means a Member present at any Meeting of the Company in person or by proxy or attorney or, in the case of a body corporate, by a duly appointed Representative. 9
• Office means the registered office for the time being of the Company. 9
• Official Quotation in respect of Securities means quotation on the official list of ASX. 9
• Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended from time to time (whether in respect of the Company or generally). 9
• Proper Transfer means a transfer which is under the scope of and which complies with, or is taken to comply with, the Operating Rules of a CS Facility. 9
• Register means: 9
• (a) in respect of Shares, the register of Members kept under the Corporations Act; and 9
• (b) in respect of other Securities, the records of holders of those Securities kept by the Company. 9
• Representative means a person authorised to act as a representative of a Holder which is a body corporate, as permitted by the Corporations Act. 9
• Resolution means a resolution other than a Special Resolution. 9
• Restricted Securities has the meaning given to that term in the Listing Rules. 9
• Restriction Agreement has the meaning given to that term in the Listing Rules. 9
• Seal means any common seal or duplicate seal of the Company. 9
• Secretary means any person appointed to perform all or any of the duties of a secretary of the Company. 9
• Securities includes Shares, units of Shares, rights to Shares, options to acquire Shares, instalment receipts and other securities with rights of conversion to equity in the share capital of the Company. 9
• Share means any share in the share capital of the Company. 9
• Special Resolution has the meaning given to that term in the Corporations Act. 9
• Stapled means the state that results from Stapling. 9
• Stapled Entity means any trust, corporation, managed investment scheme or other entity the securities in which are Stapled to Shares. 9
• Stapled Security means a Share and the Corresponding Number of each Attached Security that are Stapled together and registered in the name of the Member. 9
• Stapling means the linking together of all the rights and obligations which attach to a Stapled Security so that one Attached Security may not be transferred or otherwise dealt with without the other Attached Securities. 10
• 1.2 Interpretation generally 10
• (a) A word or expression defined in the Corporations Act and used, but not defined, in this Constitution has the same meaning given to it in the Corporations Act. 10
• (b) 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 purpose of that Part or Division has, in any clause of this Constitution that deals with a matter dealt wi... 10
• (c) References to statutes or regulations include all statutes or regulations amending, consolidating or replacing them. 10
• (d) A reference to a body or entity (whether corporate or unincorporated) includes, if the body or entity ceases to exist, or is reconstituted, renamed or replaced from time to time, a reference to the body or entity established or constituted in its ... 10
• (e) Unless the contrary intention appears: 10
• (i) words in the singular include the plural and vice versa; 10
• (ii) any gender includes the other gender; 10
• (iii) "includes" means includes without limitation; and 10
• (iv) the term "person" or words importing persons includes bodies corporate. 10
• 1.3 Replaceable rules excluded 10
• 1.4 Listing Rules 10
• (a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done; 10
• (b) nothing contained in this Constitution prevents an act being done that the Listing Rules requires to be done; 10
• (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); 10
• (d) if the Listing Rules require this Constitution to contain a provision and it does not contain such provision, this Constitution is deemed to contain that provision; 10
• (e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision; and 10
• (f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency. 10
• 1.5 Previous Constitution 11
• (a) This Constitution supersedes the constitution of the Company in force immediately prior to the adoption of this Constitution. 11
• (b) The adoption of this Constitution does not affect the validity or effect of anything done under any previous constitution of the Company, so that (without limitation): 11
• (i) every Director and Secretary of the Company in office immediately prior to adoption of this Constitution is taken to have been appointed, and will continue in office, under this Constitution; and 11
• (ii) any Seal properly adopted by the Company prior to the adoption of this Constitution is taken to be a Seal properly adopted under this Constitution. 11
• 2 Public company 11
• 2.1 Name 11
• 2.2 Legal capacity and powers 11
• 2.3 Limited by shares 11
• 2.4 Liability of Members 11
• 3 Securities 11
• 3.1 Issue of Securities 11
• 3.2 Class rights 11
• (a) The Directors may issue Securities with such preferred, deferred or other special rights or such restrictions as to dividends, voting, return of capital, payment of calls or otherwise as the Directors determine. 11
• (b) Where the share capital of the Company is divided into different classes of Securities unless the terms of issue of the Securities of any class provide otherwise: 11
• (i) the rights attached to that class may be varied or abrogated in any way by a Special Resolution passed at a separate meeting of the Holders of the issued Securities of that class or with the consent in writing of the Holders of three-quarters of t... 11
• (ii) the rights conferred upon the Holders of Securities of any class issued with preferred or other rights will not be varied or abrogated by the creation or issue of further Securities ranking equally with those Securities. 12
• (c) The provisions of the Corporations Act and this Constitution relating to Special Resolutions and Meetings of the Company will, with such modifications as the circumstances require, apply to a Special Resolution or meeting referred to in clause 3.2... 12
• 3.3 Preference Shares 12
• (a) The Company may issue preference Shares, including preference Shares which are, or at the option of the Company are, liable to be redeemed. 12
• (b) Each preference Share issued by the Company: 12
• (i) confers on the Holder a right to receive a preferential dividend at the rate, on the basis and on the terms as to redemption (if redeemable) decided by the Directors under the terms of issue and which may be cumulative if, and to the extent, the D... 12
• (ii) may participate with the ordinary Shares in profits if, and to the extent, the Directors decide under the terms of issue; 12
• (iii) confers on its Holder the right, in priority to the payment of any dividend on any other class of Shares, to the preferential dividend; 12
• (iv) confers on its Holder the right in a winding up and on redemption to payment in priority to any other class of Shares of: 12
• (A) the amount of any dividend accrued but unpaid on the preference Share at the date of winding up or the date of redemption; and 12
• (B) any amount paid on the preference Share; 12
• (v) does not confer on its Holder any right to participate in the profits or property of the Company except as set out in this clause 3.3; 12
• (vi) to the extent the Directors decide under the terms of issue, may confer a right to a bonus issue or capitalisation of profits in favour of holders of those Shares only; and 12
• (vii) does not entitle its Holder to vote at any general Meeting except in the following circumstances: 12
• (A) on a proposal to reduce the share capital of the Company; 12
• (B) on a proposal that affects the rights attached to the preference Share; 12
• (C) on a proposal to wind up the Company; 12
• (D) on a proposal for the disposal of the whole of the property, business and undertaking of the Company; 12
• (E) on a resolution to approve the terms of a buy back agreement; 13
• (F) during a period in which a dividend or part of a dividend on the preference Share is in arrears; or 13
• (G) during the winding up of the Company. 13
• (c) The rights attaching to preference Shares may only be varied or abrogated in accordance with clause 3.2. 13
• (d) The issue of any Securities which rank in priority to preference Shares in any respect will be deemed to be a variation or abrogation of the rights of the preference Shares. The issue of any Securities ranking equally with preference Shares will n... 13
• 3.4 Commission and brokerage 13
• (a) The Company may make payments by way of brokerage or commission to a person in consideration for the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for Securities or procuring or agreeing to procure subscriptions... 13
• (b) The brokerage or commission may be satisfied by payment in cash, by issue of fully or partly paid Securities, by issue of debentures or a combination of all or any of such ways. 13
• 3.5 Registered Holder 13
• 3.6 Multiple Holders 13
• (a) Subject to clause 3.6(b), if more than three persons are registered as the joint Holders of any Security (or a request is made to register more than three persons), only the first three persons so registered will be regarded as the joint Holders o... 13
• (b) Clause 3.6(a) does not apply if the Listing Rules permit an additional number of persons to be regarded as joint Holders, in which case the Company will regard the maximum number of such persons permitted by the Listing Rules so registered to be r... 13
• (c) Where two or more persons are registered as the joint Holders of any Security, they are deemed to hold the Security as joint tenants with rights of survivorship, subject to the provisions of this Constitution as to joint shareholdings and the foll... 13
• (i) they and their respective legal personal representatives are jointly and severally liable to pay all calls, interest or other amounts payable in respect of the Security; and 13
• (ii) any one of them may give effectual receipts for any dividend, interest or other amounts payable in respect of the Security. 14
• 3.7 Death of Holder 14
• (a) a sole registered Holder of a Security, the legal personal representatives of the deceased; and 14
• (b) joint registered Holders of a Security, subject to clause 3.6(c)(i), the survivor or survivors, 14
• 3.8 Certificates 14
• (a) If the Company participates in a computerised or electronic share transfer system conducted in accordance with the Listing Rules, Corporations Act or ASIC, the Company is not required to issue a Certificate for the Securities held by a Holder and ... 14
• (b) Where Securities are not subject to a computerised or electronic share transfer system, a Certificate (including a duplicate Certificate) for the Securities must be issued in accordance with the provisions of the Corporations Act, this Constitutio... 14
• (c) Where the Company has determined not to issue Certificates or to cancel existing Certificates, a Holder will have the right to receive such statements of holdings as are required to be distributed to a Holder under the Corporations Act, the Listin... 14
• 4 Lien on shares 14
• 4.1 Lien 14
• (a) The Company will have a first and paramount lien on the Securities registered in the name of a Holder: 14
• (i) where the Company has issued partly paid Securities and a call is due but unpaid on those Securities, or where the issue price of Securities is payable by instalment and an instalment is due but unpaid on those Securities; 14
• (ii) if the Securities were acquired under an employee incentive scheme however described and an amount is outstanding in relation to them; or 14
• (iii) where the Company is required by law to pay (and has paid) an amount in respect of the Securities whether by way of taxation or otherwise. 14
• (b) In each case, the lien extends to all dividends from time to time payable in respect of the Securities and to interest (at such rate as the Directors may determine) and expenses incurred because the amount is not paid. 15
• (c) The Company may do all things necessary or appropriate for it to do under the Operating Rules to protect any lien or other right to which it may be entitled under any law or this Constitution. 15
• (d) Nothing in this Constitution prejudices or affects any right or remedy which any law may confer or purport to confer on the Company, and as between the Company and every Holder, the Holder's executors, administrators and estate, any such right or ... 15
• (e) The Directors may at any time, exempt a Security wholly or in part from the provisions of this clause 4. 15
• 4.2 Enforcement of lien 15
• (a) The Directors may sell Securities subject to a lien for the purpose of enforcing the lien, without consent of the Holder of the Securities or any other person, subject to clause 4.2(b). 15
• (b) Securities over which the Company has a lien cannot be sold under clause 4.2(a) unless: 15
• (i) a sum in respect of which the lien exists is presently payable; and 15
• (ii) the Company has, at least 14 days before the date of sale, given written notice to the registered Holder of the Security or the person the Company has reason to believe is entitled to the Security by reason of death, bankruptcy or insolvency of t... 15
• (c) The Company must apply the net proceeds of any sale of Securities under clause 4.2(a) in or towards satisfaction of that part of the amount in respect of which the lien exists as is presently payable, together with any interest on that amount and ... 15
• (d) The Company must pay any balance of the net proceeds of sale (subject to any like lien for sums not presently payable that existed upon the Securities for sale) to the person the Company has reason to believe is entitled to the Securities at the d... 15
• (e) Upon any sale of Securities under this clause 4.2, the Directors may authorise a person to transfer the Securities sold to the purchaser of those Securities and may enter the purchaser's name in the Register as Holder of the Securities. 15
• (f) The purchaser is not responsible in any way for the application of the purchase money. 15
• (g) The purchaser's title to the Securities is not affected by any irregularity or invalidity in connection with the sale of Securities under this clause 4.2. 15
• 5 Calls on securities 16
• 5.1 Power to make calls 16
• (a) The Directors may, subject to any conditions of issue, from time to time make such calls as they think fit upon the Holders of Securities in respect of any monies unpaid on the Securities held by them. 16
• (b) The Directors may determine that a call may be payable by instalments. 16
• (c) A call is made when the Resolution of the Directors authorising the call is passed. 16
• (d) Subject to the Listing Rules, the Directors may revoke, postpone or extend a call. 16
• 5.2 Notice of call 16
• (a) The Directors must send notice of a call to the Holders of Securities upon whom a call is made as required by the Listing Rules or, if the Listing Rules do not apply, at least ten Business Days (or such other period of notice as provided by any te... 16
• (b) The accidental omission to give notice of a call to, or the non-receipt of any such notice by, any of the Holders does not invalidate the call. 16
• 5.3 Interest on calls 16
• 5.4 Deemed call 16
• 5.5 Differentiation between calls 16
• 5.6 Recovery of unpaid calls 16
• (a) In the event of non-payment of any call, the Company may proceed to recover the sum payable with interest and expenses (if any), by action, suit or otherwise. This right is without prejudice to the right under clause 11 to forfeit the Security of ... 16
• (b) On the trial of any action for the recovery of any call, or of any interest or expenses in respect of any call it is sufficient to prove that: 17
• (i) the name of the Holder sued is entered in the Register as the Holder or one of the Holders of the Securities in respect of which such debt accrued; 17
• (ii) the Resolution making the call is duly recorded in the minute book; 17
• (iii) notice of such call was duly given to the registered Holder of the Securities under this Constitution, or in the case of calls or instalments payable at fixed times, by the terms of issue of any Security; and 17
• (iv) such sum or call has not been paid. 17
• (c) Proof of the matters described in clause 5.6(b) is conclusive evidence of the debt and it is not necessary to prove the appointment of the Directors who made the issue or call, the passing of the Resolution or any other matters whatsoever. 17
• 5.7 Payment of calls in advance 17
• 5.8 Extinguishment of liability on calls 17
• 5.9 Conversion of Securities 17
• 6 Transfer of securities 17
• 6.1 Participation in computerised or electronic systems 17
• 6.2 Form of transfers 18
• (a) Subject to this Constitution and the Listing Rules and any restrictions attached to the Security, a Holder may transfer all or any of the Holder's Securities : 18
• (i) as provided by the Operating Rules of an applicable CS Facility; or 18
• (ii) by any other method of transfer which is required or permitted by the Corporations Act and ASX. 18
• (b) Except as provided by any applicable Operating Rules of a CS Facility, a transferor remains the Holder of the Securities and (in the case of Shares) a Member in respect of those Securities until the name of the transferee is entered in the Register. 18
• (c) Restricted Securities cannot be disposed of during the escrow period which applies in relation to those Securities except as permitted by the Listing Rules or ASX. 18
• 6.3 Registration procedure 18
• (a) the instrument of transfer must be executed by or on behalf of both the transferor and the transferee; 18
• (b) the instrument of transfer must be left at the share registry of the Company for registration accompanied by the Certificate for the Securities to be transferred (if any) and, subject to the Listing Rules, such other evidence as the Directors may ... 18
• (c) a fee must not be charged on the registration of a transfer of Securities; and 18
• (d) on registration of a transfer of Securities, the Company must cancel the old Certificate (if any). 18
• 6.4 Transfers and Certificates 18
• 6.5 Directors' powers to apply a holding lock and to decline to register 18
• (a) If permitted to do so by the Listing Rules or the Operating Rules, the Directors may: 18
• (i) request any applicable CS Facility Operator to apply a holding lock to prevent a transfer of Securities from being registered on the CS Facility’s sub register; or 18
• (ii) decline to register a transfer of Securities to which paragraph (a) does not apply. 18
• (b) The Directors must: 18
• (i) request any applicable CS Facility Operator to apply a holding lock to prevent transfer of Securities from being registered on the CS Facility’s sub register; or 18
• (ii) decline to register any transfer of other Securities to which paragraph (a) does not apply; 19
• (iii) the Listing Rules require the Company to do so; or 19
• (iv) the transfer is in breach of the Listing Rules or a Restriction Agreement. 19
• (c) If in the exercise of their powers under clauses 6.5(a) or (b), the Directors request the application of a holding lock to prevent a transfer of Securities or refuse to register a transfer of a Security, they must give written notice to the holder... 19
• 6.6 Non-interference with registration 19
• 6.7 Instruments of transfer retained 19
• 6.8 Approval required for proportional takeover bid 19
• (a) In this clause 6.8: 19
• "Approving Resolution" means a Resolution approving a Bid. 19
• "Approving Resolution Deadline" means the day which is the 14th day before the last day of the bid period for a Bid. 19
• "Bid" means offers for Securities made under a proportional takeover bid within the meaning of the Corporations Act. 19
• "Eligible Shareholder" means a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under a Bid was made, held bid class Securities. 19
• (b) If a Bid is made: 19
• (i) the registration of a transfer giving effect to a takeover contract for the Bid is prohibited unless and until an Approving Resolution is passed in accordance with the provisions of this Constitution; 19
• (ii) all Eligible Shareholders are entitled to vote on an Approving Resolution; 19
• (iii) the Approving Resolution must be voted on in either of the following ways as determined by the Directors: 19
• (A) at a meeting of Eligible Shareholders; or 19
• (B) by means of a postal ballot; and 19
• (iv) an Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to... 20
• (c) If the Directors determine that the Approving Resolution will be voted on at a meeting of Eligible Shareholders, then the provisions of this Constitution that apply to a Meeting of the Members will, with such modifications as the circumstances req... 20
• (d) If the Directors determine that the Approving Resolution will be voted on by postal ballot: 20
• (i) the Directors must dispatch to the Eligible Shareholders: 20
• (A) a notice proposing the Approving Resolution; 20
• (B) a ballot paper for the purpose of voting on the Approving Resolution; 20
• (C) a statement setting out details of the Bid; and 20
• (D) a memorandum explaining the postal ballot procedure which is to govern voting in respect of the Approving Resolution; 20
• (ii) a vote recorded on a ballot paper will not be counted, for the purposes of determining whether or not the Approving Resolution is passed, unless the ballot paper is: 20
• (A) correctly completed and signed by the Eligible Shareholder or of the Eligible Shareholder's attorney duly authorised in writing or if the Eligible Shareholder is a body corporate in a manner permitted by the Corporations Act, or under the hand of ... 20
• (B) received at the registered office of the Company on or before the time and the date specified for its return in the notice proposing the Approving Resolution, such date to be not less than 18 days before the end of the period during which offers u... 20
• (iii) on the date specified for the return of ballot papers in the notice proposing the Approving Resolution or the Business Day following that date, the Directors will arrange for a count of the ballot papers returned and determine whether the Approv... 20
• (e) To be effective, an Approving Resolution in relation to a Bid must be passed before the Approving Resolution Deadline. 20
• (f) If offers are made under a Bid for a class of the Company's Securities, the Directors must do all that is practicable to ensure that an Approving Resolution is voted on before the Approving Resolution Deadline. 20
• (g) If an Approving Resolution is voted on in accordance with this clause 6.8 before the Approving Resolution Deadline, a Director or a Secretary must, on or before the deadline, give: 21
• (i) the bidder; and 21
• (ii) if the Company is listed, each relevant securities exchange, 21
• (h) If no Approving Resolution has been voted on in accordance with this clause 6.8 as at the end of the day before the Approving Resolution Deadline, an Approving Resolution is taken, for the purposes of this clause 6.8, to have been passed in accord... 21
• (i) If an Approving Resolution is voted on, in accordance with this clause 6.8, before the Approving Resolution Deadline and is rejected: 21
• (i) despite any other provisions of the Corporations Act dealing with the withdrawal of unaccepted offers: 21
• (A) all offers under the Bid that have not been accepted as at the end of the deadline; and 21
• (B) all offers under the Bid that have been accepted, and from whose acceptance binding contracts have not resulted, as at the end of the deadline, 21
• (ii) as soon as practicable after the deadline, the bidder must return to each person who has accepted an offer referred to in clause 6.8(i)(i)(B) any documents that the person sent the bidder with the acceptance of the offer; 21
• (iii) the bidder: 21
• (A) is entitled to rescind; and 21
• (B) must rescind as soon as practicable after the deadline, each binding takeover contract for the Bid; and 21
• (iv) a person who has accepted an offer made under the Bid is entitled to rescind the takeover contract between such person and the bidder. 21
• 7 Register 21
• 7.1 Register 21
• 7.2 Closure of transfer books and register 22
• 8 Transmission of securities 22
• 8.1 Death or bankruptcy 22
• 8.2 Estates 22
• 8.3 Effect of death, bankruptcy or infirmity 22
• 8.4 Operating Rules 22
• 9 Compliance with Operating Rules 22
• 10 Share capital 22
• 10A Capital Reallocation 23
• (a) each Member is taken to have directed the Company to accept the Capital Reallocation Amount as an additional capital payment in respect of the Share to which that Attached Security is Stapled; 23
• (b) each Member is deemed to have appointed the Company as its attorney and agent to do all things the Company considers necessary to give effect to the receipt of the Capital Reallocation Amount by the Company; 23
• (c) if the Stapled Entity is a company which proposes to undertake an equal reduction of capital, then each Member irrevocably appoints and directs the Company to do the following on the Member’s behalf and in the Member’s name: 23
• (i) consent in writing (which consent may be a single document or two or more documents executed by the Company on behalf of all Members) to any variation of the rights attaching to any shares in the Stapled Entity held by the Member constituted by an... 23
• (ii) agree in writing (which agreement may be a single document or two or more documents executed by the Company on behalf of all Members) to the increase in the Member’s liability to contribute to the share capital of the Stapled Entity in accordance... 23
• 11 Forfeiture and surrender of shares 23
• 11.1 Notice regarding forfeiture 23
• (a) If any Holder fails to pay, on or before the day appointed for payment, any call or instalment of a call or any money payable under the terms of issue of a Security, the Directors may at any time after that day while any part of the call, instalme... 23
• (i) the unpaid call, instalment or other moneys; 23
• (ii) any interest that has accrued on the unpaid call, instalment or other moneys; and 23
• (iii) any costs and expenses that have been incurred by the Company by reason of the non-payment. 24
• (b) The notice sent to a Holder under clause 11.1(a) must: 24
• (i) name a further day (not less than 14 days from the date of the notice) on or before which the call, instalment or other moneys and all interest and expenses that have accrued by reason of the non- payment of the call, instalment or other moneys, a... 24
• (ii) identify the place where payment is to be made; and 24
• (iii) include a statement to the effect that in the event of non-payment of all of the moneys on or before the date and at the place appointed, the Securities in respect of which the payment is due will be liable to be forfeited. 24
• 11.2 Forfeiture 24
• (a) If the requirements of a notice served under clause 11.1 are not complied with, then at any time before payment required by the notice has been made, any Security in respect of which the notice has been given may be forfeited by a resolution of th... 24
• (b) When any Security has been so forfeited, notice of the resolution will be given to the Holder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture and the date of such forfeiture will as soon as practicable be... 24
• (c) A forfeiture includes all dividends determined or fixed in respect of the forfeited Security and not actually paid before the forfeiture. 24
• (d) Any Security so forfeited will be deemed to be the property of the Company, and the Directors may re-issue, sell or otherwise dispose of any forfeited Security in a manner and on the terms and conditions they determine. 24
• (e) The Directors may at any time before any forfeited Security is re-issued, sold or otherwise disposed of, annul the forfeiture of the Security upon the terms they determine. 24
• (f) A Holder whose Securities have been forfeited ceases to be a Holder in respect of the forfeited Securities, but notwithstanding the forfeiture, the Holder remains liable to pay to the Company: 24
• (i) all money (including accrued expenses) that at the date of forfeiture was payable by the Holder to the Company in respect of such Securities; and 24
• (ii) if the Directors decide to enforce payment of interest, interest on all such moneys from the date of forfeiture until payment in full, at such rate as the Directors reasonably determine. 24
• (g) The liability of a Holder whose Securities have been forfeited ceases if and when the Company receives payment in full of all the money (including accrued expenses and interest) payable in respect of the forfeited Shares. 24
• (h) If any forfeited Securities are sold, any residue after payment of all the money (including accrued expenses and interest) payable to the Company in respect of the forfeited Securities, will be paid to the person whose Securities have been forfeit... 24
• 11.3 Surrender of Securities 25
• (a) The Directors may accept the surrender of any fully paid Security by way of compromise of any question as to the Holder being properly registered in respect of that Security. 25
• (b) The Directors may dispose of any Security so surrendered in the same manner as a forfeited Security. 25
• 11.4 Evidence of ownership 25
• (a) In the event of the re-issue, sale or disposal of a forfeited or surrendered Security, a statutory declaration in writing, declaring that: 25
• (i) the declarant is a Director or Secretary of the Company; and 25
• (ii) the Security has been duly forfeited or surrendered in accordance with this Constitution, 25
• (b) Upon re-issue, sale or disposal of a forfeited or surrendered Security, the Directors may authorise a person to transfer the Security in favour of the person to whom the Security is re-issued, sold or disposed. 25
• (c) The Directors may enter the name of the new issuee, transferee or purchaser in the Register as the Holder of the Security re-issued, sold or disposed of in accordance with this clause 1.1. 25
• (d) The new issuee, transferee or purchaser is not bound to see to the application of any money paid as consideration for the forfeited or surrendered Security. 25
• (e) The title of the new issuee, transferee or purchaser of the Security is not affected by any irregularity or invalidity in connection with the forfeiture, surrender, re-issue, sale or disposal of the Security. 25
• 11.5 Deemed forfeiture 25
• 11.6 Cancellation of forfeited Securities 25
• 12 Sale of non-marketable parcels 25
• 12.1 Definitions 25
• "Minority Holder" means any Holder who from time to time holds less than a Marketable Parcel. 25
• "Notice" means the notice given to Minority Holders in accordance with clause 12.3. 26
• "Notice Date" means the date of the Notice sent by the Company under clause 12.3(a). 26
• "Sale Consideration" means the proceeds of any sale or other disposal of Securities under this clause 12. 26
• "Takeover" means: 26
• (a) a takeover bid; or 26
• (b) a similar bid under a foreign regime. 26
• 12.2 Power to sell non-marketable parcels 26
• (a) Subject to the Listing Rules, the Company may, and is authorised to, dispose of the Security holdings of Minority Holders' Securities in the manner set out in this clause 12. Subject to clause 12.2(b), this clause 12 may be invoked only once in an... 26
• (b) Clause 12.2(a) ceases to have effect following the announcement of a Takeover and begins to have effect once more after the close of the offers made under the Takeover. 26
• 12.3 Notice 26
• (a) The Company must not sell the Securities of a Minority Holder unless it has, not less than 42 days prior to the sale, given a Notice in writing to the Minority Holder of its intention to dispose of the Minority Holder's Securities. 26
• (b) Each Minority Holder on whom a Notice has been served, may by notice in writing addressed to the Secretary and delivered to the registered office of the Company within 42 days after the Notice Date request the Company to exempt the Minority Holder... 26
• 12.4 Procedure 26
• (a) For the purposes of the sale of Securities under this clause 12.4, each Minority Holder: 26
• (i) appoints the Company as the Minority Holder's agent, to sell, within a reasonable period after the period ending 42 days after the Notice Date, all of the Minority Holder's Securities in the ordinary course of trading on the stock market conducted... 26
• (ii) appoints the Company and each of its Directors from time to time as the Minority Holder's attorney in the name and on behalf of the Minority Holder to affect all transfers and execute all deeds or other documents or instruments necessary to trans... 26
• (b) The transferee of Securities sold under this clause 12 is not responsible for the regularity of proceedings or to the application of the purchase money in respect of the sale of a Minority Holder's Securities. After the transferee's name has been ... 26
• (c) The Company may issue to the transferee such Certificates as may be required in order to vest title in the transferee. The title of the transferee to Securities sold under this clause 12 will not be affected by any irregularity in connection with ... 27
• (d) If the relevant Securities are certificated, the Company must cancel the Certificates of all Minority Holders whose Securities are sold under this clause 12. 27
• (e) If all the Securities of two or more Minority Holders to whom this clause 12 applies are sold to one purchaser the transfer may be effected by one transfer document. 27
• 12.5 Sale Consideration 27
• (a) The Sale Consideration must be received by the Company and paid to the Minority Holder or as the Minority Holder may direct. The Company must bear all costs as a result of the sale or disposal of Securities under this clause 12. 27
• (b) Payment by the Company of any consideration under this clause 12 is at the risk of the Minority Holder to whom it is sent. 27
• (c) The Sale Consideration so received by the Company must be paid into a bank account opened and maintained by the Company for that purpose only. 27
• (d) The Company must hold the Sale Consideration so received in trust for a Minority Holder whose Securities are sold under this clause 12 pending distribution of the Sale Consideration. The Company must, as soon as practicable after the sale of the S... 27
• (e) Where the Sale Consideration is held in trust by the Company for a Minority Holder under this clause 12 and has been held for not less than two years, the Company must pay the money in accordance with applicable legislative requirements. 27
• 12.6 Certificates 27
• (a) any notice required to be served by or on the Company was or was not served, as the case may be; 27
• (b) any advertisement required to be published was published; and 27
• (c) any resolution of Directors required to be made was made, 27
• 12.7 Transfer while Stapling applies 28
• (a) While Stapling applies, no sale under this clause 12 may occur unless, at the same time as Shares are sold, a Corresponding Number of Attached Securities are also redeemed or sold (as the case may be). 28
• (b) The Company may execute on behalf of the Minority Holder any transfer of Shares or Attached Securities comprising the holding which is sold or redeemed under this clause 12. 28
• 13 Meetings of members 28
• 13.1 Convening and notice of Meetings of Members 28
• (a) An annual general Meeting of Members must be held in accordance with the Corporations Act. 28
• (b) Any Director may at any time convene a general Meeting of Members or a meeting of any class of Members. 28
• (c) The Directors must convene a general Meeting of Members, or a meeting of any class of Members, at the request of Members if required to do so in accordance with the Corporations Act. 28
• (d) Notice of any general Meeting of Members, or a meeting of any class of Members, must be given in writing to all the Members entitled to receive notices of Meetings, to the Auditor and to each Director, in the manner provided in this Constitution a... 28
• (e) Every notice of a Meeting of Members must specify: 28
• (i) the place, day and hour of meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this); 28
• (ii) the general nature of the Meeting's business; 28
• (iii) the intention to propose any Special Resolution and the Special Resolution; 28
• (iv) a statement setting out the following information: 28
• (A) that a Member who is entitled to attend and cast a vote at the Meeting has a right to appoint a proxy; 28
• (B) that a proxy need not be a member of the Company; and 28
• (C) that a Member who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise; 28
• (v) a place and a fax number for the purpose of receipt of proxy appointments (and may also specify an electronic address for the same purpose); and 28
• (vi) if there is to be an election of Directors, the names of the candidates for election. 28
• (f) The accidental omission to give notice of any Meeting of Members to, or the non-receipt of any such notice by any of the Members, the Auditor, the Directors or ASX or the accidental omission to advertise (if necessary) such Meeting will not invali... 29
• 13.2 Cancellation or postponement of a Meeting of Members 29
• 13.3 Notice of cancellation or postponement of a Meeting of Members 29
• Notice of cancellation or postponement of a general Meeting must state the reason for cancellation or postponement and be: 29
• (a) published in a daily newspaper circulating in Australia; 29
• (b) given to ASX; or 29
• (c) subject to the Corporations Act and the Listing Rules, given in any other manner determined by the Directors. 29
• 13.4 Contents of notice of postponement of Meeting 29
• (a) the postponed date and time for the holding of the Meeting; and 29
• (b) a place for the holding of the Meeting which may be either the same or different from the place specified in the notice convening the Meeting. 29
• 13.5 Quorum at Meetings of Members 29
• (a) Five Members Present will be a quorum for a Meeting. 29
• (b) No business may be transacted at any Meeting of Members unless a quorum of Members is present at the time when the Meeting proceeds to business. 29
• (c) A Member placing a direct vote under clause 14.6 is not taken into account in determining whether or not there is a quorum at a general meeting. 29
• 13.6 Lack of quorum at Meetings of Members 29
• (a) if convened upon the requisition of or by Members or for the purpose of winding up the Company voluntarily, that Meeting is dissolved; and 29
• (b) in any other case, stands adjourned to the same day in the next week (or if that day is not a Business Day, then the first Business Day after that) or to such other day, time and place as the Directors may by notice to the Members appoint. 30
• 13.7 Business of Meetings of Members 30
• (a) The ordinary business of an annual general Meeting of Members is to: 30
• (i) consider the annual financial report, Directors' report and Auditor's report; 30
• (ii) elect Directors; and 30
• (iii) transact any other business which under the Corporations Act or this Constitution ought to be transacted at an annual general Meeting. 30
• (b) All business that is transacted at an annual general Meeting other than the ordinary business of an annual general Meeting as provided in clause 13.7(a), and all business transacted at any other Meeting, will be deemed "special business" (“Special... 30
• (c) Except in accordance with the Corporations Act, no Special Business may be transacted at any Meeting of Members except as has been specified in the notice convening it. 30
• 13.8 Chairman of Meeting of Members 30
• (a) The Chairman must preside at every Meeting of Members but where the Chairman is not present and willing to act within 15 minutes after the time appointed for a Meeting, the following preside as chairman of the Meeting, in the following order of en... 30
• (i) the deputy Chairman (if any); 30
• (ii) a Director chosen by a majority of the Directors present; 30
• (iii) the only Director present; and 30
• (iv) a Member or a proxy, attorney or Representative of a Member chosen by a majority of the Members Present. 30
• (b) The Chairman may, for any item of business or discrete part of the Meeting, vacate the chair in favour of another person nominated by him or her (“Acting Chairman”). Where an instrument of proxy appoints the Chairman as proxy for part of the proc... 30
• (c) Wherever the term ‘Chairman’ is used in this clause 13, it is to be read as a reference to the Chairman of the Meeting, unless the context indicates otherwise. 30
• 13.9 Adjournment 30
• (a) The Chairman of a Meeting of Members may with the consent of the Meeting, adjourn the Meeting from time to time and place to place but the only business that may be transacted at an adjourned Meeting is the business left unfinished at the Meeting ... 30
• (b) Where a Meeting is adjourned for more than 40 days, at least three Business Days' notice of the adjourned Meeting must be given in the same manner as for an original Meeting. 31
• (c) Except as provided in clause 13.9(b), it is not necessary to give any notice of any adjournment of, or the business to be transacted at, an adjourned Meeting. 31
• 13.10 Disruption and termination of Meeting of Members 31
• (a) The Chairman of the Meeting (including any person acting with the authority of the Chairman) is responsible for the general conduct of the Meeting and the procedures to be adopted in relation to or at the Meeting. 31
• (b) The Chairman may require any person who wishes to attend the Meeting to comply with searches, restrictions or other security arrangements as the Chairman considers appropriate. The Chairman or his delegate may refuse entry to any person who does n... 31
• (c) If any Meeting becomes so unruly or disorderly, whether or not accompanied by any violence or threats of violence, that in the opinion of the Chairman the business of the Meeting cannot be conducted in a proper and orderly manner, the Chairman may... 31
• (d) If any Meeting is to be terminated by the Chairman under clause 13.10(c), the Chairman may put any incomplete items of business of which notice was given in the notice convening the Meeting and which required a vote at that Meeting, to the vote by... 31
• (e) Subject to the Corporations Act, the Chairman may refuse to allow: 31
• (i) any amendment to be moved to a resolution set out in the notice of that Meeting or to a document which relates to such a resolution; or 31
• (ii) any business to be transacted unless the general nature of the business is stated in the notice calling the Meeting. 31
• (f) The Chairman may decide not to put to the Meeting, or withdraw from consideration by the Meeting, any resolution that is set out in the notice of that Meeting (other than those requisitioned by Members or required by law). 31
• (g) After the Chairman of a Meeting declares the meeting to be adjourned, terminated or over, no business or question may be brought forward, discussed or decided. 32
• (h) The Chairman's ruling on all matters relating to the order of business, procedure and conduct of a meeting is final. 32
• 13.11 Voting on resolutions at a Meeting of Members 32
• (a) Subject to clause 14.4 and any rules prescribed by the Directors pursuant to clause 14.6, every Resolution and Special Resolution submitted to a Meeting of Members will be decided by a show of hands unless a poll (before or on the declaration of ... 32
• (i) the Chairman; 32
• (ii) the number of persons entitled under the Corporations Act to demand a poll; or 32
• (iii) any Member or Members Present with not less than 5% of the total voting rights of all the Members having the right to vote on the resolution on a poll. 32
• (b) At any Meeting of Members (unless a poll is demanded in accordance with this clause 13.11) a declaration by the Chairman that a Resolution or a Special Resolution has been carried or carried by a particular majority or lost or not carried by a par... 32
• 13.12 Taking a poll 32
• (a) If a poll is demanded in accordance with this clause 13.12 it must be taken in such manner and either by ballot or otherwise and at such time and place as the Chairman of the Meeting of Members directs and either at once or after an interval or ad... 32
• (b) If a poll is held after an adjournment, the Chairman of the Meeting of Members may direct that the time allowed for the lodgement of proxies and powers of attorney be extended until such time as the Chairman directs for the purpose of allowing vot... 32
• (c) No poll may be demanded on the election of a Chairman of a Meeting and a poll demanded on any question of adjournment must be taken at the Meeting and without an adjournment. 32
• (d) The demand for a poll does not prevent the continuance of a Meeting for the transaction of any business other than the question on which a poll has been demanded. 32
• (e) The demand for a poll may be withdrawn. 32
• 13.13 Casting vote of Chairman 33
• 13.14 Validity of votes 33
• (a) No objection may be made to the validity of any vote except at a Meeting or adjourned Meeting or poll at which such vote is tendered and every vote not disallowed at any such Meeting or poll is valid for all purposes. 33
• (b) The Chairman of any Meeting is the sole judge of the validity of every vote tendered and the Chairman's determination is final. 33
• 14 Votes of members 33
• 14.1 Right to vote 33
• (a) A Member who is entitled to receive notice of Meetings of the Company has the right to attend general Meetings. No person is entitled to vote unless the person is a Member Present. Subject to any rules prescribed by the Directors pursuant to claus... 33
• (b) Subject to clause 14.6, any rules prescribed by the Directors pursuant to clause 14.4, any rights or restrictions attached to or affecting any class of Securities and to the requirements of the Listing Rules: 33
• (i) on a show of hands, each Member Present has one vote; and 33
• (ii) on a poll, each Member Present has one vote for each fully paid Security and a fraction of a vote for each partly paid Security equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding ... 33
• (c) 33
• (i) If two or more persons are registered as the joint Holders of any Security, only one of the Holders is entitled to vote at a Meeting (either personally or by proxy, attorney or in the case of a body corporate, by Representative in respect of that ... 33
• (ii) if more than one of such joint Holders is present at any Meeting (personally or by proxy, attorney or in the case of a body corporate, by Representative), then the Holder present whose name appears first on the Register and no other will be entit... 33
• (d) Several legal personal representatives of a deceased Member in whose sole name a Security is registered are for the purposes of clause 14.1(c) deemed joint Holders of the Security. 34
• (e) A person entitled to a Security under clause 8.1 may vote in respect of that Security as if the person were the registered Holder of the Security if: 34
• (i) the Directors have previously admitted the person's right to vote the Security; or 34
• (ii) the person satisfies the Directors of the person's entitlement to that Security under clause 8.1 not less than 48 hours before the time appointed for the Meeting, adjourned Meeting or poll at or on which the person proposes to vote in respect of ... 34
• (f) If a Member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health, the Member's committee or trustee or other person who has properly been appointed under such law to... 34
• (g) An objection may be raised to the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll only at that meeting or adjourned meeting or when that poll is taken, and every vote not disallowed at the meeting or adjo... 34
• (h) In the case of a dispute as to the admission or rejection of a vote, the Chairman of the meeting will decide the matter and the Chairman's decision is final and conclusive. 34
• (i) Despite anything else in this clause 14, a Member is entitled to attend but is not entitled to vote at a Meeting unless all calls and other sums presently payable by the Member in respect of the Securities held by the Member have been paid. 34
• (j) During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement relating to the Restricted Securities, the Holder of the Restricted Securities is not entitled to any voting rights in respect of the Re... 34
• 14.2 Proxies and attorneys 34
• (a) A Member who is entitled to attend and vote at a Meeting of Members may appoint a person as the Member's proxy to attend and vote for the Member at the meeting. 34
• (b) An appointment of a proxy may be a standing one. 34
• (c) The appointment may specify the proportion or number of votes that the proxy may exercise. 34
• (d) If a Member is entitled to two or more votes at a meeting, the Member may appoint two proxies but neither proxy is entitled to vote on a show of hands. If the Member appoints two proxies and the appointment does not specify the proportion or numbe... 34
• (e) A proxy’s authority to speak and vote for a Member is not suspended while the appointing Member is present at the Meeting. 35
• (f) The Company will disregard any fractions of votes resulting from the application of clause 14.2(c) or 14.2(d). 35
• (g) Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a proxy or attorney votes, a vote cast by the proxy or attorney will be valid even if, before the proxy or attorney votes: 35
• (i) the appointing Member dies; 35
• (ii) the Member is mentally incapacitated; 35
• (iii) the Member revokes the proxy's or attorney's appointment; 35
• (iv) the Member revokes the authority under which the proxy was appointed by a third party; or 35
• (v) the Member transfers the Security in respect of which the proxy was given or attorney appointed. 35
• (h) A Member may, by power of attorney duly executed in the presence of at least one witness and (if necessary) duly stamped, appoint an attorney (whether a Member or not) to act on the Member's behalf at all or any meetings of the Company or of any c... 35
• (i) A Member may, if it is a body corporate, appoint a Representative (whether a Member or not) to act on its behalf at all or any meetings of the Company or of any class of Members. 35
• (j) A proxy may be revoked at any time by notice in writing to the Company. 35
• 14.3 Instrument appointing a proxy 35
• (a) The instrument appointing a proxy (and the power of attorney (if any) under which it is signed or proof of such appointment to the satisfaction of the Chairman or the Chairman's delegate) must be received by or on behalf of the Company at such pla... 35
• (b) For the purposes of clause 14.3(a), where a notice of Meeting provides for electronic lodgement of proxies, a proxy lodged at the electronic address specified in the notice is taken to have the same effect as the lodgement of a proxy given in writ... 35
• (c) An instrument appointing a proxy must be in writing under the hand of the appointor or the person's attorney duly authorised in writing or if such appointor is a corporation executed in accordance with the corporation's constitution or as authoris... 35
• (d) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular Resolution or Special Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution or... 35
• (e) An appointment of proxy must contain the following information: 36
• (i) the Member's name and address; 36
• (ii) the Company's name; 36
• (iii) the proxy's name or the name of the office held by the proxy; and 36
• (iv) the meetings at which the appointment may be used (or in the case of a standing appointment, that the appointment is a standing appointment). 36
• (f) The instrument appointing a proxy may make provision for the Chairman of the Meeting to act as proxy in the absence of any other appointment or if the person or persons originally nominated in the appointment of proxy fails or all fail to attend. 36
• 14.4 Direct Voting 36
• 14.5 Treatment of direct votes 36
• (a) if, at the time of the resolution, the Member who cast the direct vote: 36
• (i) is not entitled to vote on the resolution in respect of the Security; or 36
• (ii) would not be entitled to vote on the resolution in respect of the Security if the Member were present at the Meeting at which the resolution is considered; 36
• (b) if, had the vote been cast in person at the meeting at which the resolution is considered: 36
• (i) the vote would not be valid; or 36
• (ii) the Company would be obliged to disregard the vote; 36
• (c) subject to any rules prescribed by the Directors, if the Member who cast the direct vote is present in person at the Meeting at the time the resolution is considered; and 36
• (d) if the direct vote was cast otherwise than in accordance with any regulations, rules and procedures prescribed by the Directors under clause 14.4. 36
• 14.6 Multiple votes 36
• 15 Directors 37
• 15.1 Number of Directors 37
• (a) Subject to clause 15.1(b), the number of Directors must be not less than the number required by the Corporations Act, or more than the number from time to time resolved by the Directors provided that such number does not exceed twelve. 37
• (b) The Company in Meeting may increase or reduce the number of persons who may be appointed Directors, but the minimum must not be reduced below three, at least two of whom must ordinarily reside within Australia. 37
• (c) If at any time the number of Directors falls below the number required by the Corporations Act, the continuing or surviving Directors may only act in cases of emergency or for the purpose of increasing the number of Directors to that minimum numbe... 37
• (d) If at any time there is no Director of the Company or no Director capable of performing the functions of a Director, the Secretary or any Member may convene a Meeting for the purpose of electing sufficient Directors. Any Directors so elected will ... 37
• 15.2 Directors' Share qualification 37
• 15.3 Casual vacancies of Directors 37
• (a) Subject to clause 15.1(a), the Directors may at any time appoint any person as a Director either to fill a casual vacancy or as an additional Director. 37
• (b) Any Director appointed under clause 15.3(a) holds office only until the conclusion of the next annual general Meeting of the Members and is eligible for re-election at that Meeting. 37
• 15.4 Directors' retirement by rotation and filling of vacated offices 37
• (a) No Director (except the Managing Director) may retain office for more than three years or until the third annual general meeting following the Director's appointment, whichever is the longer. A retiring Director may act as a Director throughout th... 37
• (b) The Company at any annual general Meeting at which any Director retires may fill the vacated office by re-electing the Director or electing some other person to fill the vacancy. 37
• (c) To the extent that the Listing Rules require an election of a Director to be held, there must be an election of a Director at each annual general meeting of the Company. This can be satisfied by one or more of the following, so long as the number ... 37
• (i) a person standing for election as a new Director in accordance with clause 15.4(b) or clause 15.4(e); 38
• (ii) any Director who was appointed under clause 15.3 standing for election as a Director; 38
• (iii) any Director who is retiring at the end of the annual general meeting due to the tenure limitation in clause 15.4(a), standing for re-election; or 38
• (iv) if no person or Director is standing for election or re-election in accordance with paragraphs (i), (ii) or (iii), any Director who wishes to retire and stand for re-election. Otherwise, the person who has been a Director the longest without re-e... 38
• (d) Clause 15.4(c) does not require a Director to retire and stand for re-election, or relieve a Director from retiring and standing for re-election, because of a change in the number or identity of the Directors after the date of the notice of Meetin... 38
• (e) A Member may nominate a person (including the Member) to be a candidate for election as a Director by notice in writing received at the Office within the period before the Meeting specified by the Listing Rules, and in the absence of this being sp... 38
• (i) be duly signed by the Member and the nominee; 38
• (ii) state that the Member intends to propose the nominee as a Director at the Meeting of Members; and 38
• (iii) state that the nominee consents to the nomination. 38
• (f) No person is eligible for election to the office of Director at any Meeting except: 38
• (i) a Director retiring by rotation under clause 15.4(a); 38
• (ii) a Director appointed by virtue of clause 15.3; 38
• (iii) a person recommended by the Directors for election; or 38
• (iv) a person nominated in accordance with clause 15.4(e). 38
• (g) Any Director may retire from office upon giving notice in writing to the Company of the Director's intention to do so and such resignation takes effect upon the expiration of the notice or its earlier acceptance. 38
• (h) An Auditor, or partner, employee or employer of an Auditor, may not be appointed as a Director. 38
• 15.5 Removal of Directors 38
• 15.6 Vacation of office of Directors 39
• (a) In addition to the circumstances in which the office of Director becomes vacant by virtue of the Corporations Act or this Constitution, the office of Director becomes vacant if the Director: 39
• (i) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; 39
• (ii) is removed from office under this Constitution, resigns office by notice in writing to the Company or refuses to act; or 39
• (iii) is absent from the Meetings of Directors for a continuous period of three months without special leave of absence from the Directors. 39
• (b) No proceedings of the Board, or any Resolution passed at any Meeting, will be invalidated by reason of any Director taking part or concurring in such Meeting or Resolution and then being disqualified, until an entry is made in the minutes of the B... 39
• (c) Any Director whose office becomes so vacant will be eligible for immediate re-election by a Special Resolution provided that the disqualifying conditions are dispensed with, altered, varied or modified or no longer apply to that Director. 39
• 15.7 Managing Director 39
• (a) The Directors may from time to time: 39
• (i) appoint one of their body to be Managing Director of the Company; 39
• (ii) define, limit and restrict the Managing Director's powers; 39
• (iii) fix the Managing Director's remuneration (subject to compliance with the Corporations Act) and duties; and 39
• (iv) subject to the provisions of any contract between him or her and the Company, may remove him or her from office and appoint another in his or her place. 39
• (b) A Managing Director is: 39
• (i) not, while he or she continues to hold that office, subject to retirement by rotation under clause 15.4; 39
• (ii) subject to the provisions of any contract between him or her and the Company; and 39
• (iii) subject to the same provisions in this Constitution as to resignation, disqualification and removal as the other Directors. 39
• (c) If the Managing Director ceases to hold the office of Director for any cause he or she immediately ceases to be the Managing Director, and if he or she ceases to be the Managing Director he or she immediately ceases to be a Director. 39
• (d) If the Managing Director becomes at any time in any way incapable of acting as such the Directors may appoint any other Director to act temporarily as Managing Director. 39
• 15.8 Remuneration and expenses 40
• (a) Subject to clause 15.8(b), the non-executive Directors will be remunerated for their services as Directors: 40
• (i) such amount or value of remuneration per annum (if any) as the Company in Meeting determines from time to time; or 40
• (ii) such aggregate amount or value of remuneration (if any) not exceeding the maximum amount or value as the Company in Meeting determines, to be divided among them in such proportion and manner as they agree or in default of agreement, equally. 40
• (b) A Director's entitlement to remuneration is to be as from time to time agreed by the Directors and need not be in money, provided the total amount or value of remuneration is not increased above the maximum for that Director under clause 15.8(a) b... 40
• (c) The non-executive Directors' remuneration for their services as Directors determined in accordance with clause 15.8(a), will be by fixed amount or value and not a commission on or percentage of profits or operating revenue. 40
• (d) The Directors may, in addition to remuneration as provided in clause 15.8(a), be paid their reasonable travelling and other expenses incurred in connection with their attendance at Board Meetings and otherwise in the execution of their duties as D... 40
• (e) Any Director (other than a Managing Director or other executive Director) who being willing is called upon to perform extra services or to make any special exertions or to undertake any executive or other work for the Company beyond his or her ord... 40
• (f) The aggregate maximum amount of Directors' remuneration must not be increased except with the prior approval of the Company in Meeting where particulars of the amount of the proposed increase and the new maximum amount or value that may be paid to... 40
• (g) The remuneration of each Director for ordinary services accrues from day to day and is apportionable accordingly. A Resolution of Directors cancelling suspending, reducing or postponing provision of such remuneration or any part of such remunerati... 40
• 16 Meetings of directors 40
• 16.1 Rule of proceedings of Directors 40
• 16.2 Quorum of Directors 41
• 16.3 Convening and notice of Meetings 41
• (a) A Director may at any time and the Secretary upon the request of a Director must convene a Meeting of the Directors. 41
• (b) Reasonable efforts must be made to give notice of a Meeting of Directors to all Directors. Notice may be given by pre-paid post, telephone, fax, electronic mail or other similar means of communication to each Director at the notified address for r... 41
• 16.4 Meetings of Directors by Instantaneous Communication Device 41
• (a) all the Directors entitled to receive notice of the Meeting of Directors are entitled to notice of a Meeting by Instantaneous Communication Device and to be linked by Instantaneous Communication Device for the purposes of such Meeting. Notice of a... 41
• (b) at the commencement of the Meeting each Director must acknowledge the Director's presence for the purpose of a Meeting of the Directors to all the other Directors taking part; 41
• (c) for the duration of the Meeting each of the Directors taking part in the Meeting by Instantaneous Communication Device is substantially able to participate in the Meeting; 41
• (d) no Director may leave the Meeting by disconnecting the Director's Instantaneous Communication Device unless the Director has previously obtained the express consent of the Chairman of the Meeting. A Director is conclusively presumed to have been p... 41
• (e) a minute of the proceedings of a Meeting by Instantaneous Communication Device is sufficient evidence of those proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chairman. 41
• 16.5 Written Resolutions of Directors 42
• (a) may consist of several documents in like form each signed by one or more Directors; 42
• (b) will be effective from the date the last of the relevant Directors has signed the Resolution; 42
• (c) must be entered into the books provided for the purpose of recording, amongst other things, Resolutions of Directors, as soon as practicable; and 42
• (d) must be tabled at the next Meeting of Directors. 42
• 16.6 Voting at Directors Meeting 42
• (a) Questions and resolutions arising at any Meeting of the Directors must be decided by a majority of votes and each Director has one vote. 42
• (b) Subject to clause 16.6(c), if there is an equality of votes on any question or resolution, the Chairman, if the Chairman is entitled to vote on the question or resolution, may exercise a casting vote in addition to any other vote the Chairman may ... 42
• (c) Where only two Directors are present and form a quorum or when only two Directors present are competent to vote on the question at issue, the Chairman does not have a casting vote and the proposal will be deemed to have been lost or not carried. 42
• 16.7 Powers of Meeting of Directors 42
• 16.8 Chairman of Directors 42
• 16.9 Validation of acts of Directors where defect in appointment 43
• 17 Directors' contracts with the company 43
• (a) Subject to the Corporations Act, no Director is disqualified by that office from: 43
• (i) holding any other office or place of profit in the Company (except that of Auditor), any of the Company's subsidiary companies, or any company in which the Company is or becomes a shareholder or is otherwise interested; or 43
• (ii) contracting or arranging with the Company or any other such company as referred to in this clause 17(a)(i), either as vendor, purchaser or otherwise howsoever. 43
• (b) No such contract as referred to in clause 17(a) or any contract or arrangement entered into or to be entered into by or from or on behalf of the Company in which the Director is or may be in any way interested is capable of being avoided by reason... 43
• (c) A Director contracting or being interested as set out in this clause 17 is not liable to account to the Company for any profit arising from any such office or place of profit or realised by any such contract or arrangement by reason only of the Di... 43
• (d) A Director who has an interest in a matter that relates to the affairs of the Company must comply with any applicable Corporations Act requirements relating to that interest. 43
• 18 Powers of directors 43
• 18.1 General powers of Directors 43
• 18.2 Borrowing powers of Directors 44
• (a) The Directors have power to: 44
• (i) raise or borrow or secure the payment or repayment of any sum of money; 44
• (ii) charge, mortgage or otherwise encumber any or all of the undertaking, property and assets of the Company (both present and future) including its goodwill and uncalled capital for the time being; and 44
• (iii) issue notes, bonds, debentures or any other Securities or give any other security or guarantee for any debt, liability or obligation of the Company or any other person, 44
• (b) Without limiting the generality of this clause 18.2, it is expressly declared that the Directors have power to make loans to and to provide guarantees and security for obligations undertaken by Directors as permitted by the Corporations Act or by ... 44
• (c) All cheques, promissory notes, drafts bills of exchange and other negotiable instruments and all receipts for money paid to the Company must be signed, drawn, accepted, endorsed or otherwise executed in such manner as the Directors determine. 44
• 18.3 Delegation of Directors' powers 44
• (a) The Directors may, from time to time, by power of attorney appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisab... 44
• (i) contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit; and 44
• (ii) authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in that attorney. 44
• (b) The Directors may from time to time: 44
• (i) delegate to any person such of their powers as they may think fit for such time and for such objects and purposes and upon such terms and with such restrictions as they think expedient; 44
• (ii) confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors; and 44
• (iii) revoke, withdraw, alter or vary all or any delegated powers. 44
• 18.4 Delegation of powers to committees 44
• (a) The Directors may (and if required to do so by the Listing Rules, must) by Resolution or by power of attorney, delegate any of their powers to committees consisting of such Directors or Members or persons as the Directors think fit to act either i... 44
• (b) The meetings and proceedings of any committee are governed by the provisions of this Constitution regulating the Meetings and proceedings of the Directors so far as they are applicable. 45
• 18.5 Delegation otherwise than under the Corporations Act 45
• 18.6 Validation of irregular acts 45
• 19 Secretary 45
• (a) One or more Secretaries of the Company must, in accordance with the Corporations Act, be appointed by the Directors on such terms (including remuneration) as the Directors think fit. At least one Secretary must ordinarily reside in Australia. 45
• (b) The Directors may, at any time, appoint a person as an acting Secretary or as a temporary substitute for a Secretary. The person so appointed will, for the purpose of this Constitution, be deemed to be a Secretary. 45
• (c) A Secretary's appointment may be terminated at any time by the Directors. 45
• (d) Anything required or authorised to be done by or in relation to the Secretary may, if the office is vacant or due to any other reason the Secretary is not capable of acting, be done by any assistant or deputy Secretary or, if there is no assistant... 45
• (e) A provision requiring or authorising a thing to be done by a Director and the Secretary is not satisfied by its being done by the same person acting both as a Director and as, or in place of, a Secretary. 45
• 20 Minutes 45
• (a) The Directors must cause minutes to be duly entered in books provided for the purpose of recording: 45
• (i) all appointments of Directors and Secretaries; 45
• (ii) the names of the Directors present at each Meeting of the Directors and committees; 45
• (iii) all orders, Resolutions, Special Resolutions and proceedings of Meetings of the Company and the Directors and of meetings of committees; and 46
• (iv) such matters as are required by the Corporations Act to be contained in such books. 46
• (b) Any minutes purporting to be signed by any person purporting to be the Chairman of a Meeting or a meeting of a committee or to be the Chairman of the next succeeding Meeting or meeting of a committee may be received in evidence without any further... 46
• (i) that the matters and things recorded by or appearing in such minutes actually took place or happened as recorded or appearing; and 46
• (ii) of the regularity of such matters and things in all respects and that the same took place at a Meeting or a meeting of a committee (as the case may be) duly convened and held. 46
• 21 Seal 46
• 21.1 Seal 46
• (a) The Company may have one or more Seals. 46
• (b) The Directors must provide for the safe custody of each Seal of the Company. 46
• 21.2 Use of Seal 46
• 22 Declaration of dividends 46
• 22.1 Declaration of dividend 46
• (a) Subject to the Listing Rules and the Corporations Act, the Directors may determine that a dividend (whether interim, final or otherwise) is payable and fix the: 46
• (i) amount; 46
• (ii) time for payment; and 46
• (iii) method of payment. 46
• (b) The methods of payment may include the payment of cash, the issue of Securities or the transfer of assets. 46
• (c) Interest is not payable on a dividend. 46
• 22.2 Entitlement to dividends 46
• (a) All dividends belong and must be paid (subject to any lien of the Company) to those Members whose names are on the Register at the date at which such dividend is declared or, subject to the Listing Rules, at such other date as the Directors may de... 46
• (b) Subject to the terms of issue of the Securities and the rights of persons (if any) entitled to Securities with special rights as to dividends, all dividends must be declared and paid to Members according to the amounts paid (not credited) on the S... 47
• (c) Notwithstanding clause 22.2(a) but subject to clause 22.2, the Directors may retain the dividends payable on Securities in respect of which: 47
• (i) any person is under clause 8, entitled to become a Member or which any person is under that clause entitled to transfer, until such person becomes a Member in respect of such Securities or duly transfers such Securities; or 47
• (ii) there are any unpaid calls. 47
• 22.3 Payment of dividends 47
• (a) No dividend may be paid otherwise than out of profits of the Company and a declaration by the Directors as to the amount of profits available for dividends is conclusive evidence of the amount so available. 47
• (b) No dividend or other monies payable on or in respect of a Security bears interest against the Company unless provided for in the terms of issue of that Security. 47
• (c) Any dividend, interest or other money payable in cash in respect of Securities may be paid: 47
• (i) by cheque sent through the post or by courier to the addresses of the Holders shown in the Register or in the case of joint Holders, to the address of that Holder whose name stands first in the Register in respect of the joint Holder, or to such a... 47
• (ii) by electronic transfer; or 47
• (iii) in such manner as the Directors determine. 47
• (d) The Directors, when declaring a dividend, may make a call on the Members of such amount as they may fix but so that the call on each Member does not exceed the dividend payable to such Member and so that the call be made payable at the same time a... 47
• (e) The Directors may deduct from any dividend payable to any Member all sums of money (if any) presently payable by such Member to the Company on account of calls or otherwise in relation to the Securities of the Company. 47
• (f) During a breach of the Listing Rules relating to Restricted Securities, or a breach of a Restriction Agreement relating to the Restricted Securities, the Holder of the Restricted Securities is not entitled to any dividend in respect of the Restric... 48
• 22.4 Distribution of dividend in kind 48
• (a) direct payment of the dividend or return of capital from any available sources permitted by law; 48
• (b) resolve that the dividend or return of capital be satisfied either wholly or partly by the distribution of specific assets to some or all of the persons entitled to the dividend or return of capital, including shares, debentures or other securitie... 48
• (c) direct that the dividend or return of capital payable in respect of any particular shares be satisfied wholly or partly by such distribution, and that the dividend or return of capital payable in respect of other shares be paid in cash; and 48
• (d) unless prevented by the Listing Rules, direct payment to particular Members wholly or partly out of any particular fund or reserve or out of profits derived from any particular source, and to the other Members wholly or partly out of any other par... 48
• 22.5 Reinvestment of dividends 48
• 22.6 Capitalisation 48
• (a) The Directors may at any time resolve that it is desirable to capitalise any sum, being the whole or a part of the amount for the time being standing to the credit of any reserve account or the profit and loss account or otherwise available for di... 48
• (b) The ways in which a sum may be applied for the benefit of Members under clause 22.6(a) are by: 48
• (i) paying up any amounts unpaid on Securities held by Members; 48
• (ii) paying up in full unissued Securities or debentures or debenture stock to be issued to Members as fully paid; or 48
• (iii) partly as mentioned in this clause 22.6(b)(i) and partly as mentioned in this clause 22.6(b)(ii). 49
• (c) The Directors must make all appropriations and applications of the sums resolved to be capitalised and all issues and issues of fully paid Securities, debentures or debenture stock (if any) and generally must do all things necessary to give effect... 49
• (i) issue fractional Certificates or make cash payments in cases where Securities or debentures become issuable in fractions; and 49
• (ii) authorise any person to make, on behalf of all the Members entitled to any further Securities, debentures or debenture stock upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any... 49
• 23 Unclaimed dividends 49
• 24 Reserves 49
• 25 Inspection of records 49
• 26 Notices 50
• (a) Subject to this Constitution, a notice may be served by the Company upon any Holder: 50
• (i) personally; 50
• (ii) by sending it by post, fax or electronic means addressed to such Holder at the address entered in the Register or the address, fax number or electronic address supplied by that Holder for the giving of notices to them; or 50
• (iii) in any other way allowed under the Corporations Act. 50
• (b) It is not necessary to give notice of Meetings to any person entitled to a Security by transmission unless such person is duly registered as a Holder. 50
• (c) A notice to the joint Holders of a Security may be given to the joint Holder first named in the Register in respect of the Security. 50
• (d) Where a notice is sent by post, service of the notice is deemed to have been sent by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been received on the day after the date of its posting. A certific... 50
• (e) Every person who by operation of law, transfer or other means becomes entitled to any Security is bound by every notice in respect of such Security which prior to the person's name and address being entered on the Register has been duly given to t... 50
• (f) Every summons, notice, order or other document required to be served upon the Company or upon any officer of the Company may be served by leaving the same at the Office. 50
• (g) The signature to any notice given by the Company may be written, printed, stamped or signed by electronic means. 50
• 27 Indemnity and insurance 50
• 27.1 Officer 50
• 27.2 Indemnity 50
• (a) Subject to clause 27.2(c), to the maximum extent permitted by law, the Company may indemnify any officer or any person who has been an officer of the Company out of the assets of the Company against any liability, loss, damage, cost, or expenses i... 50
• (b) If the Company gives an indemnity in accordance with clause 27.2(a), the indemnity is not intended to indemnify any officer in respect of any liability in respect of which the Company must not give an indemnity, and should be construed and, if nec... 51
• (c) If the Company gives an indemnity in accordance with clause 27.2(a), the indemnity only applies to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (includ... 51
• (d) The Company may enter into an agreement containing an indemnity in favour of any officer. The Board will determine the terms of the indemnity contained in the agreement. 51
• 27.3 Insurance 51
• (a) To the extent permitted by law, the Company may pay any premium in respect of a contract of insurance between an insurer and an officer in respect of the liability suffered or incurred in or arising out of the conduct of any activity of the Compan... 51
• (b) If the Board determines, the Company may execute a document containing provisions under which the Company agrees to pay any premium in relation to such a contract of insurance. 51
• 28 Winding up 51
• (a) If the Company is wound up whether voluntarily or otherwise, the liquidator may, with the sanction of a Special Resolution, divide amongst the Members in specie or kind, the whole or any part of the assets of the Company and may for that purpose, ... 51
• (b) The liquidator may, with the sanction of a Special Resolution, vest the whole or any part of any such assets of the Company in trustees upon such trusts for the benefit of the Members or any of them as the liquidator thinks fit. 51
• (c) No Member is compelled to accept any shares or other securities in respect of which there is any liability upon a division or vesting of assets under clauses 28(a) and 28(b) respectively. 51
• 29 Accounts and audit 52
• (a) The Company must comply with the Corporations Act and the Listing Rules with respect to the preparation of accounts, financial reports, directors' reports and auditors' reports. 52
• (b) Auditors will be appointed or elected and may be removed and their duties will be regulated in accordance with the Corporations Act. 52
• 30 Stapling 52
• 30.1 Definitions 52
• 30.2 Paramountcy of Stapling provisions 52
• 30.3 Stapling Proposals 52
• (a) that the Stapling Provisions will take effect from the Stapling Commencement Time; 52
• (b) that a Security is a New Attached Security (subject to complying with paragraph 4 of schedule 1); 52
• (c) to Unstaple one or more Attached Securities (subject to complying with paragraph 5 of schedule 1); and 52
• (d) determining the Stapling Commencement Time.. 52
• 30.4 Stapling provisions 52
• 30.5 Power to enter into Stapling Proposals 52
• 30.6 Power to give effect to Stapling Proposals 52
• 30.7 Liability of Directors 53
• ASIC Relief means an exemption or declaration granted by ASIC which gives relief from certain requirements of the Corporations Act. 54
• Constituent Documents means the constituent documents of a Stapled Entity and includes the Constitution. 54
• Controlled Entity means any subsidiary or any trust or other entity, whether or not a legal entity, which is owned or controlled by an entity for accounting purposes. 54
• Corporate Action means any issues, bonus and rights issues, placements and redemptions and buy-backs of a Stapled Security. 54
• Group means the Stapled Entities and any Controlled Entity of a Stapled Entity. 54
• Intra-Group Loan means a loan or financial assistance provided by a Stapled Entity to any entity in the Group including guaranteeing or indemnifying or granting security in favour of that entity. 54
• Investor means a holder of a Stapled Security. 54
• Issuer means: 54
• (a) in the context of the Constitution, means the Company; and 54
• (b) in the context of the Constituent Document of any other Attached Security, means the issuer of the Attached Security. 54
• New Attached Security means a security that the Directors have determined be Stapled to shares, options, debentures or other securities issued by the Company and, if applicable, to the other securities which are Stapled to such shares, options, deben... 54
• Other Attached Security means: 54
• (a) in respect of a share, option, debenture or other security issued by the Company, an identical number of each Attached Security other than the share, option, debenture or other security issued by the Company; and 55
• (b) in respect of any New Attached Security, an identical number of each Attached Security other than a New Attached Security. 55
• Other Issuer means: 55
• (a) in respect of the Company, each Issuer other than the Company; and 55
• (b) in respect of the issuer of any New Attached Security, each Issuer other than the issuer of the New Attached Security. 55
• Registered means recorded in the Register. 55
• Registrar means the person appointed to maintain the Register. 55
• Restapling means a determination by the Issuer of an Unstapled Security that Stapling should recommence in respect of that Unstapled Security. 55
• security means any right or interest in a managed investment scheme, unit, share, note, debenture or any right or interest or option to acquire a share, note or debenture, and includes any share, option, debenture or other security issued by the Comp... 55
• Stapling Commencement Time means the date on which units in Stockland Trust were stapled to shares in the Company and, after that time, the most recent time and date on which the Directors determine that the Stapling Provisions commence to apply. 55
• Stapling Provisions means the provisions contained in clause 30 and in this schedule 1. 55
• Stapling Proposal means a proposal to cause the: 55
• (a) Stapling of any other securities to the shares, options, debentures or other securities issued by the Company; 55
• (b) Unstapling of one or more Attached Securities; or 55
• (c) Restapling of one or more Unstapled Securities. 55
• Transaction Documents means all regulatory, structuring, operational, finance and ancillary documents required to effect and maintain the listing of the Stapled Entities and the Official Quotation of the Stapled Securities and to achieve the investme... 55
• Unstapled Security means a security which was an Attached Security and ceases to be Stapled to a share, option, debenture or other security issued by the Company. 55
• Unstapling means the process that results in one or more of the Attached Securities ceasing to be Stapled to a share, option, debenture or other security issued by the Company. Unstapled has a corresponding meaning. 55
• Unstapling Event means one or more of the following events: 55
• (a) a special resolution of the members of each Stapled Entity is passed to Unstaple the Stapled Securities; 56
• (b) Stapling becomes unlawful or prohibited under the Listing Rules; or 56
• (c) a winding-up is commenced in respect of a Stapled Entity. 56