An ordinary resolution requires approval by the holders of a majority of the voting rights
represented at the meeting, in person, by proxy, or by attorney or corporate representative and entitled to vote on the resolution. Under our Constitution, a special resolution, such as amending our Constitution, approving any change in
capitalization, winding-up, authorization
of a class of shares with special rights, or other changes as specified in our Constitution, requires approval of a special majority, representing the holders of
no less than 75% of the voting rights represented at the meeting in person, by proxy or by attorney or corporate representative, and entitled to vote on the resolution.
Reports and Notices
.
Shareholders are entitled to receive all notices, reports, accounts and other documents required to be
furnished to members under our Constitution and the Corporations Act.
Rights in Our Profits
.
Our shareholders
have the right to share in our profits distributed as a dividend and any other permitted distribution.
Rights in the Event of
Liquidation
.
In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of ordinary shares in proportion to the capital at the commencement of the liquidation paid
up or which ought to have been paid up on the shares held by them respectively. This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights (if any), such as
the right in winding up to payment in cash of the amount then paid up on the share, and any arrears of dividend in respect of that share, in priority to any other class of shares.
Pursuant to our Constitution, our directors are elected at our annual general meeting of shareholders by a vote of the holders of a majority
of the voting power represented and voting at such meeting.
Changing Rights Attached to Shares
According to our Constitution, the rights attached to any class of shares, unless otherwise provided by the terms of the class, may be varied
with either the written consent of the holders of not less than 75% of the issued shares of that class or the sanction of a special resolution passed at a separate general meeting of the shares of that class.
Annual and Extraordinary Meetings
Our
directors must convene an annual meeting of shareholders at least once every calendar year, within five months of our last financial year. Notice of at least 28 days prior to the date of the meeting is required. A general meeting may be convened by
any director, or one or more shareholders holding in the aggregate at least 5% of our issued capital.
Limitations on the Rights to Own Securities in
Our Company
Subject to certain limitations imposed by law, our Constitution does not specifically restrict the ownership of shares in
our company.
Changes in Our Capital
Pursuant to the Listing Rules, our directors may in their discretion issue securities to persons who are not related parties of our company,
without the approval of shareholders, if such issue, when aggregated with securities issued by our company during the
previous 12-month period
would be an amount that would not exceed 15% of our
issued capital at the commencement of
the 12-month period
(or a combined limit of up to 25% of our issued share capital, subject to certain conditions, if prior approval for the additional 10% is
obtained from shareholders at its annual meeting of shareholders). Other allotments of securities require approval by an ordinary resolution of shareholders unless these other allotments of securities fall under a specified exemption under the
Listing Rules.
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