Approved by Shareholders 31 May 2022
For personal use only
Constitution
Dotz Nano Limited
ACN 125 264 575
Ref DF:DAN:967808
Constitution | Level 20, 240 St Georges Terrace, Perth | WA 6000 Australia | Telephone | +61 8 6559 6500 | ||
Error! Unknown document PO Box 7222, Cloisters Square WA 6850 | Australia | Facsimile | 1300 704 211 | (Australia) | +61 2 | |
8507 6580 | (International) |
hwlebsworth.com.au
Approved by Shareholders 31 May 2022
For personal use only
Table of Contents
1. | Definitions and interpretation | 1 | |
1.1 | Definitions | 1 | |
1.2 | Interpretation | 2 | |
1.3 | Corporations Act interpretation | 3 | |
1.4 | Listing Rules interpretation | 3 | |
1.5 | Replaceable rules not to apply | 4 | |
1.6 | Currency | 4 | |
1.7 | Nature of the Company | 4 | |
1.8 | Application of Listing Rules | 4 | |
2. | Share capital | 5 | |
2.1 | Directors to issue shares | 5 | |
2.2 | Preference shares | 5 | |
2.3 | Class meetings | 6 | |
2.4 | Non-recognition of interests | 6 | |
2.5 | Joint holders of shares | 6 | |
2.6 | Less than marketable parcels of Shares | 6 | |
2.7 | Restricted Securities | 6 | |
3. | Liens, calls and forfeiture | 7 | |
4. | Transfer of shares | 7 | |
4.1 | Forms of instrument of transfer | 7 | |
4.2 | Execution and delivery of transfer | 7 | |
4.3 | Effect of registration | 8 | |
4.4 | Company to register forms without charge | 8 | |
4.5 | Power to refuse to register | 8 | |
4.6 | Obligation to refuse to register | 8 | |
4.7 | Written notice to security holder of holding lock or refusal | 8 | |
4.8 | Company to retain instrument of transfer | 9 | |
4.9 | Proportional Takeover Bid Approval | 9 | |
4.10 | Transmission of Shares | 9 |
Constitution | Page ii |
Error! Unknown document property name.
Approved by Shareholders 31 May 2022
For personal use only
5. | General meetings | 9 | ||
5.1 | Annual general meeting | 9 | ||
5.2 | Convening a general meeting | 9 | ||
5.3 | Cancellation or postponement of a meeting | 10 | ||
5.4 | Non-receipt of or defective notice | 10 | ||
5.5 | Proxy, attorney or Representative appointments | 11 | ||
6. | Proceedings at general meetings | 12 | ||
6.1 | Membership at a specified time | 12 | ||
6.2 | Quorum | 12 | ||
6.3 | Adjourned meetings | 12 | ||
6.4 | Chair of general meeting | 13 | ||
6.5 | Conduct of general meetings | 14 | ||
6.6 | Resolutions | 14 | ||
6.7 | Poll | 15 | ||
6.8 | Entitlement to vote | 15 | ||
6.9 | Voting on a poll for partly paid shares | 16 | ||
6.10 | Fractions disregarded for a poll | 16 | ||
6.11 | Joint shareholders' vote | 16 | ||
6.12 | Effect of unpaid call | 16 | ||
6.13 | Validity of vote in certain circumstances | 17 | ||
6.14 | Objection to voting qualification | 17 | ||
6.15 | Direct voting | 17 | ||
6.16 | Treatment of direct votes | 17 | ||
6.17 | Multiple votes | 18 | ||
7. | Directors | 18 | ||
7.1 | Number of Directors | 18 | ||
7.2 | Retirement and election of Directors | 18 | ||
7.3 | Office held until conclusion of meeting | 19 | ||
7.4 | Director elected at general meeting | 19 | ||
7.5 | Eligibility for election as Director | 19 | ||
7.6 | Casual vacancy or additional Director | 19 | ||
7.7 | Alternate Directors | 20 | ||
7.8 | Remuneration of Directors | 20 | ||
7.9 | Retirement benefits | 21 | ||
Constitution | Page iii |
Error! Unknown document property name.
Approved by Shareholders 31 May 2022
7.10 | Superannuation contributions | ||
only | 7.11 | Additional or special duties | |
7.12 | Expenses | ||
7.13 | Director's interests | ||
7.14 | Vacation of office of Director | ||
8. | Powers and duties of Directors | ||
8.1 | Directors to manage Company | ||
use | 8.2 | Specific powers of Directors | |
8.3 | Company as a wholly owned subsidiary | ||
8.4 | Appointment of attorney | ||
8.5 | Provisions in power of attorney | ||
8.6 | Signing of receipts and negotiable instruments | ||
personal | 8.7 | Committees | |
8.8 | Delegation of Directors' powers | ||
8.9 | Seals | ||
9. | Officers | ||
9.1 | Managing and Executive Directors | ||
9.2 | Secretary | ||
10. | Proceedings of Directors | ||
10.1 | Directors' meetings | ||
10.2 | Questions decided by majority | ||
10.3 | Alternate Director or proxy and voting | ||
10.4 | Chair and deputy chair of Directors | ||
For | 10.5 | Director attending and voting by proxy | |
10.6 | Quorum for Directors' meeting | ||
10.7 | Continuing Directors may act | ||
10.8 | Committee Meetings | ||
10.9 | Circulating resolutions | ||
10.10 | Validity of acts of Directors | ||
11. | Indemnity and insurance | ||
11.1 | Indemnity | ||
11.2 | Insurance | ||
11.3 | Contract |
Constitution
Error! Unknown document property name.
21
21
22
22
23
23
23
23
23
24
24
24
24
24
24
25
25
25
26
26
26
26
26
26
27
27
27
27
28
28
28
29
29
Page iv
Approved by Shareholders 31 May 2022
12. | Inspection of records | ||
only | 12.1 | Inspection by Members | |
12.2 | Right of a Member or other person to inspect | ||
13. | Dividends and reserves | ||
13.1 | Payment of dividend | ||
13.2 | No interest on dividends | ||
use | 13.3 | Calculation and apportionment of dividends | |
13.4 | Deductions from dividends | ||
13.5 | Distribution of specific assets | ||
13.6 | Ancillary powers regarding distributions | ||
13.7 | Payments in respect of shares | ||
13.8 | Effectual receipt from one joint holder | ||
personal | 13.9 | Election to reinvest dividend | |
13.10 | Election to accept shares instead of dividends | ||
13.11 | Unclaimed dividends or other distributions | ||
13.12 | Capitalisation of reserves and profits | ||
13.13 | Applying a sum for the benefit of Members | ||
13.14 | Implementing the resolution | ||
14. | Service of documents | ||
14.1 | Document includes notice | ||
14.2 | Form of document | ||
14.3 | Methods of service | ||
14.4 | Time of service | ||
14.5 | Deemed notice to uncontactable Members | ||
For | 14.6 | Evidence of service | |
14.7 | Joint holders | ||
14.8 | Persons entitled to shares | ||
15. | Winding up | ||
15.1 | Distribution of assets | ||
15.2 | Powers of liquidator to vest property | ||
15.3 | Shares issued on special terms |
Constitution
Error! Unknown document property name.
29
29
30
30
30
30
30
31
31
31
32
33
33
33
33
33
34
34
34
34
34
35
35
35
35
36
36
36
36
36
36
Page v
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Dotz Nano Limited published this content on 31 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 June 2022 00:11:12 UTC.