Announcement PDF Constitution of Invion Limited ACN 094 730 417 Adopted on: 13 November 2018 Table of contents 1 2 3 4 5 6 General ---------------------------------------------------------------------------------------------- 1 1.1 Name of Company 1 1.2 Liability of members 1 1.3 Replaceable Rules 1 Definitions and interpretation --------------------------------------------------------------------- 1 2.1 Definitions 1 2.2 Interpretation 2 Shares------------------------------------------------------------------------------------------------ 3 3.1 Issue of shares and options 3 3.2 Power to pay commission and brokerage 3 3.3 Directors may participate 4 3.4 Surrender of shares 4 3.5 Joint holders 4 3.6 Non-recognition of equitable interests, etc. 4 3.7 Restricted Securities 5 3.8 Issue of redeemable preference shares 5 3.9 Variation of rights 5 3.10 Issue of new preference shares 5 3.11 Share capital reduction by distribution of specific assets 5 Certificates ------------------------------------------------------------------------------------------ 6 4.1 Issue of certificates 6 4.2 The Company need not issue certificates 6 4.3 Computerised trading 6 4.4 Cancellation of certificates 7 Calls -------------------------------------------------------------------------------------------------- 7 5.1 Power to make calls 7 5.2 Obligation for Calls 7 5.3 When a Call is made 7 5.4 Interest on the late payment of calls 7 5.5 Instalments 7 5.6 Payment in advance of calls 7 5.7 Non-receipt of notice of call 8 Forfeiture and lien ---------------------------------------------------------------------------------- 8 6.1 Notice requiring payment of sums payable Constitution of Invion Limited 8 7 8 9 10 6.2 Time and place for payment 8 6.3 Forfeiture on non-compliance with notice 8 6.4 Notice of forfeiture 8 6.5 Disposal of forfeited shares 8 6.6 Annulment of forfeiture 8 6.7 Liability notwithstanding forfeiture 9 6.8 Company's lien or charge 9 6.9 Sale of shares to enforce lien 9 6.10 Title of shares forfeited or sold to enforce lien 9 Payments by the Company ----------------------------------------------------------------------- 10 7.1 Payments by the Company 10 7.2 Rights of the Company 10 7.3 No prejudice to the Company 11 Transfer and transmission of Securities --------------------------------------------------------- 11 8.1 Instrument of transfer 11 8.2 Registration procedure 11 8.3 Completion of registration 12 8.4 Closing Register 12 8.5 Right to refuse registration 12 8.6 Transmission by death 12 8.7 Transmission by operation of law 12 General meetings ---------------------------------------------------------------------------------- 12 9.1 General meetings 12 9.2 Notice of general meeting 13 Proceedings of meetings -------------------------------------------------------------------------- 14 10.1 Business of general meetings 14 10.2 Quorum 14 10.3 Adjournment in absence of quorum 14 10.4 Chairman 14 10.5 Acting Chairman 15 10.6 General conduct of meeting 15 10.7 Adjournment 15 10.8 Voting 15 10.9 Declaration of vote on a show of hands 16 10.10 When poll may be demanded 16 10.11 Taking a poll 16 10.12 Continuation of business 16 Constitution of Invion Limited ii 11 Special meetings ----------------------------------------------------------------------------------- 16 12 Votes of Shareholders ----------------------------------------------------------------------------- 17 12.1 Voting rights 17 12.2 Voting rights of personal representatives 17 12.3 Appointment of proxies 17 12.4 Voting by corporation 18 12.5 Validity of vote 18 12.6 Form and execution of instrument of proxy 18 12.7 Board to issue forms of proxy 19 12.8 Attorneys of Shareholders 19 12.9 Rights of Shareholder indebted to Company in respect of other shares 19 12.10 13 15 16 17 19 Directors -------------------------------------------------------------------------------------------- 20 13.1 Number and appointment of Directors 20 13.2 Power to appoint Directors 20 13.3 Remuneration of Directors 20 13.4 Remuneration of Directors for extra services 20 13.5 Travelling and other expenses 20 13.6 Retirement benefits 21 13.7 Directors may contract with Company 21 13.8 Director may hold other office 21 13.9 Exercise of voting power in other corporations 21 13.10 14 Written approval to resolutions Directors may lend to the Company 22 Alternate Directors -------------------------------------------------------------------------------- 22 14.1 Director may appoint alternate Director 22 14.2 Conditions of office of alternate Director 22 Vacation of office of Director --------------------------------------------------------------------- 23 15.1 Vacation of office by Director 23 15.2 Directors who are employees of the Company 23 Election of Directors ------------------------------------------------------------------------------- 23 16.1 Retirement of Directors 23 16.2 Who must retire? 24 16.3 Nomination of Directors 24 Managing Director --------------------------------------------------------------------------------- 24 17.1 Appointment of a Managing Director 24 17.2 Managing Director not to be subject to retirement by rotation 24 Constitution of Invion Limited iii 18 Proceedings of Directors -------------------------------------------------------------------------- 24 18.1 Procedures relating to Directors' meetings 24 18.2 Meetings by telephone or other means of communication 25 18.3 Votes at meetings 25 18.4 Convening of meetings 25 18.5 Chairman 25 18.6 Powers of meetings 25 18.7 Delegation of powers to Committees 25 18.8 Proceedings of Committees 25 18.9 Validity of acts 26 18.10 19 Resolution in writing 26 Powers of the Board ------------------------------------------------------------------------------- 26 19.1 General powers of the Board 26 19.2 Power to borrow and guarantee 26 19.3 Power to give security 26 19.4 Power to make calls 27 19.5 Power to issue Securities 27 19.6 Personal liability of officer 27 19.7 Disposal of main undertaking 27 20 Branch Register ------------------------------------------------------------------------------------ 27 21 The Seal--------------------------------------------------------------------------------------------- 27 22 23 21.1 Execution of cheques and bills 27 21.2 Company Seal is optional 27 21.3 Affixing the Seal 28 21.4 Execution of documents without a Seal 28 21.5 Other ways of executing documents 28 Minutes --------------------------------------------------------------------------------------------- 28 22.1 Contents of minutes 28 22.2 Signing of minutes 28 Dividends ------------------------------------------------------------------------------------------- 28 23.1 Payment of dividend 28 23.2 Dividend plans 29 23.3 Employee share plan 29 23.4 Interim dividends 30 23.5 Dividends out of profits 30 23.6 Reserves 30 23.7 Distribution otherwise than in cash 30 Constitution of Invion Limited iv 24 25 26 27 28 23.8 Power to capitalise profits 30 23.9 Appropriation and application of amounts to be capitalised 30 23.10 Transfer of shares 31 23.11 Retention of dividends 31 23.12 How dividends are payable 31 23.13 Unclaimed dividends 31 Notices ---------------------------------------------------------------------------------------------- 31 24.1 Service of notices 31 24.2 When notice deemed to be served 32 24.3 Shareholder not known at Registered Address 32 24.4 Signature to notice 32 24.5 Reckoning of period of notice 32 24.6 Notice to transferor binds transferee 32 24.7 Service on deceased Shareholders 32 24.8 Persons entitled to notice of general meeting 32 Winding up ----------------------------------------------------------------------------------------- 33 25.1 Distribution in specie 33 25.2 Variation of rights of contributories 33 25.3 Liability to calls 33 Indemnity and insurance ------------------------------------------------------------------------- 33 26.1 Indemnity in favour of Directors, Secretary and Executive Officers 33 26.2 Indemnity for legal costs 34 26.3 Indemnity for employees 34 26.4 Indemnity for legal costs of employees 34 26.5 Proceedings 35 26.6 Insurance for the benefit of Directors, Secretary and Executive Officers 35 26.7 Insurance for other Officers 35 26.8 When insurance may not be provided by the Company 35 26.9 Definitions for rule 26 35 Partial takeovers ----------------------------------------------------------------------------------- 36 27.1 Definitions for rule 27 36 27.2 Approval of partial takeovers bids 36 Listing Rules --------------------------------------------------------------------------------------- 37 28.1 Company not admitted to Official List of ASX 37 28.2 Company admitted to Official List of ASX 38 Constitution of Invion Limited v A company limited by shares Constitution of Invion Limited ACN 094 730 417 1 General 1.1 Name of Company The name of the Company is Invion Limited. 1.2 Liability of members The liability of Shareholders is limited. 1.3 Replaceable Rules The Replaceable Rules do not apply to the Company. 2 Definitions and interpretation 2.1 Definitions In this document: Term Definition Approving Resolution for the purposes of rule 27, has the meaning set out in rule 27.1. ASIC means the Australian Securities and Investments Commission. ASTC Regulated Transfer has the same meaning as in the ASTC Settlement Rules. ASTC Settlement Rules means the ASX Settlement and Transfer Corporation Pty Limited Settlement Rules, being the operating rules of the Settlement Facility for the purposes of the Corporations Act. ASX means ASX Limited ACN 008 624 691. Board means the board of directors of the Company. Business Day means a business day as defined in the Listing Rules. Call includes any instalment of a call and any amount due on allotment of any share. Chairman includes an acting Chairman under rule 10. Committee means a Committee to which powers have been delegated by the Board pursuant to rule 18.7. Company means Invion Limited. Corporations Act means Corporations Act 2001 (Cth). Director means a person appointed or elected from time to time to the office of Director of the Company in accordance with these rules Constitution of Invion Limited Term Definition and includes any alternate Director duly appointed as a Director. 2.2 Executive Officer for the purposes of rule 26, has the meaning set out in rule 26.9. Liability for the purposes of rule 26, has the meaning set out in rule 26.9. Listing Rules means the official listing rules and requirements of the ASX. Managing Director means the person appointed to that position pursuant to rule 17.1. Office means the registered office of the Company. Officer for the purposes of rule 26, has the meaning set out in rule 26.9. Official List has the meaning specified in the Listing Rules. Proportional Takeover Bid for the purposes of rule 27, has the meaning set out in rule 27.1. Register means the register of shareholders of the Company and includes a branch register of shareholders established pursuant to rule 20. Registered Address means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder will accept service of notices. Relevant Day for the purposes of rule 27, has the meaning set out in rule 27.1. Restricted Security has the meaning set out in the Listing Rules. Retiring Director means a Director who is required to retire under rule 16.1 and a Director who ceases to hold office under rule 16.2. Seal means the common seal, if any, of the Company. Secretary means a person appointed as secretary of the Company and includes any person appointed to perform the duties of secretary. Securities includes shares, rights to shares, options to acquire shares and other securities with rights of conversion to equity. Security Holder means a holder of Securities of the Company in accordance with the Corporations Act. Settlement Facility has the meaning specified in the ASTC Settlement Rules; Shareholder means a shareholder of the Company in accordance with the Corporations Act. Shareholders Present means Shareholders present at a general meeting of the Company in person or by duly appointed representative, proxy or attorney. Interpretation In this document: (a) a singular word includes the plural and vice versa; (b) a word which suggests one gender includes the other gender; (c) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules or annexures; Constitution of Invion Limited 2 (d) a reference to a party to this document or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns; (e) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; (f) a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced; (g) a reference to this document includes the agreement recorded by this document; (h) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; (i) if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day; (j) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity; and (k) a reference to ‘month’ means calendar month. (l) a reference to the Listing Rules is to the Listing Rules as are in force from time to time in relation to the Company after taking into account any waiver or exemption which is in force either generally or in relation to the Company; (m) the headings do not affect the construction of these rules; and (n) an expression used in a particular part, division, schedule or regulation of the Corporations Act that is given a special meaning has, in any of these rules that deals with a matter dealt with by that part, division, schedule or regulation, unless the contrary intention appears, the same meaning as in that part, division, schedule or regulation. 3 Shares 3.1 Issue of shares and options Without prejudice to any special rights conferred on the holders of any shares, and subject to the Listing Rules, any share in the capital of the Company may be issued with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as the Board may from time to time determine. Except as provided by contract or these rules to the contrary, all unissued shares are under the control of the Board which may grant options on the shares, issue option certificates in respect of the shares, allot or otherwise dispose of the shares on the terms and conditions and for the consideration it thinks fit. The Company must maintain a register of options in accordance with the Corporations Act. 3.2 Power to pay commission and brokerage The Company may pay a commission to any person in consideration of the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company, or procuring or agreeing to procure subscriptions, whether absolutely or conditionally, for any shares in the Company. The commission may be paid or satisfied in cash or in shares, debentures or Constitution of Invion Limited 3 debenture stock of the Company or otherwise. The Company may in addition to or instead of commission pay any brokerage permitted by law. 3.3 Directors may participate Any Director or any person who is an associate of a Director for the purposes of the Listing Rules may participate in any issue by the Company of Securities unless the Director is precluded from participating by the Listing Rules. 3.4 Surrender of shares In its discretion, the Board may accept a surrender of shares by way of compromise of any question as to whether or not those shares have been validly issued or in any other case where the surrender is within the powers of the Company. Any shares surrendered may be sold or re-issued in the same manner as forfeited shares. 3.5 Joint holders Where two or more persons are registered as the holders of any shares, they are deemed to hold the shares as joint tenants with benefits of survivorship subject to the following provisions: 3.6 (a) (number of holders) the Company is not bound to register more than three persons as the holders of the shares (except in the case of trustees, executors or administrators of a deceased Shareholder); (b) (liability for payments) the joint holders of the shares are liable severally as well as jointly in respect of all payments which ought to be made in respect of the shares; (c) (death of joint holder) on the death of any one of the joint holders, the survivor is the only person recognised by the Company as having any title to the shares but the Board may require evidence of death; (d) (power to give receipt) any one of the joint holders may give a receipt for any dividend, bonus or return of capital payable to the joint holders; (e) (notices and certificates) only the person whose name stands first in the Register as one of the joint holders of the shares is entitled, if the Company is required by the Corporations Act or the Listing Rules to issue certificates for shares, to delivery of a certificate relating to the shares or to receive notices from the Company and any notice given to that person is deemed notice to all the joint holders; and (f) (votes of joint holders) any one of the joint holders may vote at any meeting of the Company either personally or by duly authorised representative, proxy or attorney, in respect of the shares as if that joint holder was solely entitled to the shares, and if more than one of the joint holders are present at any meeting personally or by duly authorised representative, proxy or attorney, the joint holder who is present whose name stands first in the Register in respect of the shares is entitled alone to vote in respect of the shares. Non-recognition of equitable interests, etc. Except as otherwise provided in these rules, the Company is entitled to treat the registered holder of any share as the absolute owner of the share and is not, except as ordered by a Court or as required by statute, bound to recognise (even when having notice thereof) any equitable or other claim to or interest in the share or the part of any other person. Constitution of Invion Limited 4 3.7 3.8 Restricted Securities (a) Restricted Securities may not be disposed of during the escrow period except as permitted by the Listing Rules or ASX. (b) If the Company at any time has on issue any Restricted Securities, the Company must, except as permitted by the Listing Rules or ASX, refuse to acknowledge, deal with, accept or register any sale, assignment or transfer of any of such Restricted Securities which is or might be in breach of the Listing Rules or any escrow agreement entered into by the Company under the Listing Rules in relation thereto. (c) In the event of a breach of the Listing Rules or of any escrow agreement entered into by the Company under the Listing Rules in relation to Restricted Securities, the member holding the shares in question, notwithstanding any rights attached to such shares, ceases to be entitled to any dividend or distribution and to any voting rights in respect of those shares for so long as the breach subsists. Issue of redeemable preference shares Subject to the Corporations Act, any preference shares may be issued on the terms that they are, or at the option of the Company, are liable, to be redeemed and otherwise on such terms and in such manner as the Board determines before the issue. 3.9 Variation of rights The rights attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, and subject to the Listing Rules, be varied with the consent in writing of members with at least 75% of the votes in the class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. 3.10 Issue of new preference shares The rights conferred upon the holders of the shares of any class issued with preferred or other rights are, unless otherwise expressly provided by the terms of issue of the shares of that class, deemed not to be varied by the creation or issue of further shares ranking equally with the first-mentioned shares. 3.11 Share capital reduction by distribution of specific assets (a) (b) The Directors may distribute specific assets, including paid-up shares or other securities of the Company or of another body corporate, either generally or specifically to Shareholders as direct payment of a reduction in share capital in whole or in part and, in doing so the Directors may: (i) fix the value of any asset distributed; (ii) make cash payments to Shareholders on the basis of the value fixed or for any other reason so as to adjust the rights of Shareholders between themselves; and (iii) vest an asset in trustees. Where the Company satisfies a reduction in its capital by way of a distribution of securities of another body corporate, each Shareholder is taken to have agreed to become a member of that corporation and to have agreed to be bound by the Constitution of Invion Limited 5 constitution of that corporation. Each Shareholder also appoints each Director as their agent and attorney to: (i) agree to the Shareholder becoming a member of that corporation; (ii) agree to the Shareholder being bound by the constitution of that corporation; and (iii) sign any document required to give effect to the distribution of shares or other securities to that Shareholder. 4 Certificates 4.1 Issue of certificates While the Company is admitted to the Official List of ASX the following applies: 4.2 (a) subject to rule 3.5(e), where the Company is required by the Corporations Act or the Listing Rules to issue certificates for shares, every Shareholder is entitled, without payment, to one certificate for the shares registered in that Shareholder's name or to several certificates in reasonable denominations, each for a part of the shares; (b) the Company may send any certificate to a Shareholder by prepaid post addressed to the Shareholder at that Shareholder's Registered Address or as is otherwise directed by the Shareholder and every certificate so sent is be at the risk of the Shareholder entitled thereto; (c) if the Board wishes to issue certificates for shares, or where the Company is required by the Corporations Act to issue certificates for shares, share certificates are to be issued under the Seal or by authority of the Board (whether or not in accordance with rule 21.4) in any form prescribed by the Board permitted under the Corporations Act and are to be signed in any manner determined by the Board; (d) if a certificate is worn out or defaced, upon production of the certificate to the Company, the Board may order it to be cancelled and may issue a new certificate; and (e) if a certificate is lost, stolen or destroyed, upon the giving of such indemnity (if any) and any evidence that the certificate has been lost, stolen or destroyed which the Board may require and upon the payment of any fee the Board may from time to time determine, a new certificate may be issued instead of the lost, stolen or destroyed certificate and a certificate issued to replace a certificate which has been lost, stolen or destroyed may be endorsed as having been issued instead of a lost, stolen or destroyed certificate. The Company need not issue certificates Notwithstanding any other provision in these rules, when the Company is admitted to the Official List of ASX the Board may determine not to issue a certificate for any security or may determine to cancel such a certificate without issuing any certificate in its place, if that determination is not contrary to the Corporations Act or the Listing Rules or the ASTC Settlement Rules or is required by Listing Rules or the ASTC Settlement Rules. 4.3 Computerised trading (a) The Board may do anything it considers necessary or desirable and which is permitted under the Corporations Act, the Listing Rules and the ASTC Settlement Rules to facilitate the involvement by the Company in any computerised or electronic system established or Constitution of Invion Limited 6 recognised by the Corporations Act or the Listing Rules for the purposes of facilitating dealings in Securities. (b) 4.4 If the Company is involved in a system of the kind described in rule 4.3(a), the Company must comply with and give effect to the Listing Rules and the ASTC Settlement Rules applying in relation to that system. Cancellation of certificates Where the Board of the Company has pursuant to rule 4.2 determined not to issue certificates for Securities or to cancel existing certificates, a Security Holder has the right to receive such statements of the holdings of the Security Holder as are required to be distributed to a Security Holder under the Corporations Act, the Listing Rules or the ASTC Settlement Rules. 5 Calls 5.1 Power to make calls Subject to the terms upon which any shares may have been issued, the Board may make calls from time to time upon the Shareholders in respect of all moneys unpaid on their shares. Each Shareholder is liable to pay the amount of each Call in the manner, at the time and at the place specified by the Board. Calls may be made payable by instalments. 5.2 Obligation for Calls The Company may make arrangements on the issue of shares for a difference between the holders of those shares in the amount of Calls to be paid and the time of payment of the Calls. 5.3 When a Call is made A Call is deemed to have been made at the time when the resolution of the Board authorising the Call was passed. Subject to the Listing Rules, the call may be revoked or postponed at the discretion of the Board at any time prior to the date on which payment in respect of the call is due. 5.4 Interest on the late payment of calls If any sum payable in respect of a call is not paid on or before the date for payment, the Shareholder from whom the sum is due is to pay interest on the unpaid amount from the due date to the date of payment at the rate the Board from time to time determines. The Board may waive the whole or part of any interest paid or payable under this rule. 5.5 Instalments Subject to any notice requirements under the Listing Rules, if, by the terms of an issue of shares, any amount is payable in respect of any shares by instalments, every instalment is payable as if it is a call duly made by the Board of which due notice had been given, and, subject thereto, all provisions of these rules with respect to the payment of calls and of interest or to the forfeiture of shares for non-payment of calls or with respect to liens or charges apply to the instalment and to the shares in respect of which it is payable. 5.6 Payment in advance of calls If the Board thinks fit it may receive from any Shareholder all or any part of the moneys unpaid on all or any of the shares held by that Shareholder beyond the sums actually called up and then due and payable either as a loan repayable or as a payment in advance of calls. The Company Constitution of Invion Limited 7 may pay interest on the moneys advanced at the rate and on the terms agreed by the Board and the Shareholder paying the sum in advance. 5.7 Non-receipt of notice of call Notice of any call must be in writing including such information as the Corporations Act and Listing Rules may require, but the non-receipt of a notice of any call by, or the accidental omission to give notice of any call to, any Shareholder does not invalidate the call. 6 Forfeiture and lien 6.1 Notice requiring payment of sums payable Subject to the Listing Rules, if any Shareholder fails to pay any sum payable on or in respect of any shares, either for allotment money, calls or instalments, on or before the day for payment, the Board may, at any time after the day specified for payment whilst any part of the sum remains unpaid, serve a notice on the Shareholder requiring that Shareholder to pay the sum together with interest accrued and all expenses incurred by the Company by reason of the non-payment. 6.2 Time and place for payment The notice referred to in rule 6.1 is to name a day on or before which the sum, interest and expenses (if any) are to be paid and the place where payment is to be made. The notice is also to state that, in the event of non-payment at or before the time and at the place specified, the shares in respect of which the sum is payable will be liable to be forfeited. 6.3 Forfeiture on non-compliance with notice If there is non-compliance with the requirements of any notice given pursuant to rule 6.1, any shares in respect of which notice has been given may, at any time after the day specified in