Notice of AGM

RNS Number : 3631G

Centamin Egypt Limited

21 October 2008

NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON
FRIDAY, 28 NOVEMBER 2008

AT THE BISHOPSGATE & CHANCERY ROOMS

AT THE ANDAZ HOTEL, LIVERPOOL STREET,

LONDON, UNITED KINGDOM

AND

MANAGEMENT INFORMATION CIRCULAR

AND

FORM OF PROXY

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the annual general meeting (the 'Meeting') of shareholders of Centamin Egypt Limited (the 'Company') will be held at the Bishopsgate & Chancery Rooms at the Andaz Hotel, Liverpool Street, London, United Kingdom on Friday, 28 November 2008 commencing at 11.30 am (British Summer Time).

AGENDA

ORDINARY BUSINESS

1. Financial Statement and Report

To receive and consider the financial statements and the reports of the directors (the 'Directors Report') and auditors in respect of the year ended 30 June 2008.

2. Adoption of the Remuneration Report

To adopt the remuneration report (which forms part of the Directors Report) as set out in the annual report for the financial year ended 30 June 2008.

3. Election of Directors

	To consider, and if thought fit, to pass the following ordinary resolutions:

3.1		Election of Mr Trevor Schultz

		That, Mr Trevor Schultz, having been appointed by the Board since the last annual general meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

3.2		Election of Professor Graeme Robert Tangye Bowker

		That, Professor Graeme Robert Tangye Bowker, having been appointed by the Board since the last annual general meeting, retires in accordance with the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

3.3		Election of Mr H. Stuart Bottomley

		That, Mr H. Stuart Bottomley, who retires by rotation in accordance with provision 13.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

3.4		Election of Dr Thomas Elder

		That, Dr Thomas Elder, who retires by rotation in accordance with provision 13.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director.

3.5		Election of Mr G. Brian Speechly

		That, Mr G. Brian Speechly, who retires by rotation in accordance with provision 13.2 of the Constitution of the Company, and being eligible, offers himself for re-election, be re-elected as a director

SPECIAL BUSINESS

4. Allotment of Options to Mr T S Schultz, Executive Director of Operations

To consider, and if thought fit, to pass the following ordinary resolution:

'That, for the purposes of Rule 10.14 of the ASX Listing Rules and for all other purposes the shareholders of the Company approve the issue of 1,000,000 Options to subscribe for fully paid Ordinary Shares at an exercise price of $1.00 in the capital of the Company on the terms and conditions described in the Rules of the Employee Option Plan 2006, to Mr T S Schultz'.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution Number 4 by Mr T S Schultz or any director of the Company and any associate of Mr T S Schultz. However, the Company need not disregard a vote if it is cast by a person as proxy for a shareholder who is entitled to vote in accordance with the directions on the proxy form or if it is cast by a person chairing the meeting as proxy for a shareholder who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

5. Approval of Increase in Total Amount of Non-Executive Directors' Fees

To consider, and if thought fit, to pass the following ordinary resolution:

'That, in accordance with Clause 13.8 of the Company's Constitution and the requirements of Listing Rule 10.17 of the Australian Securities Exchange Limited, the maximum total remuneration payable to the Company's Non-Executive Directors be increased to a sum not exceeding A$300,000 per annum, including superannuation guarantee charge contributions'.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any director of the Company and any associate of the director. However, the Company need not disregard a vote if it is cast by a person as proxy for a shareholder who is entitled to vote in accordance with the directions on the enclosed proxy form or if it is cast by a person chairing the meeting as proxy for a shareholder who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.


6. Adoption of New Constitution

To consider, and if thought fit, to pass the following special resolution:

'That the Constitution accompanying this Notice of Annual General Meeting be adopted as the new Constitution of Centamin Egypt Limited in its entirety in lieu of the existing Constitution, with effect from the close of this Meeting'.


7. Other Business

To transact any other business which may be brought forward in conformity with the Company's Constitution.

NOTES

Shareholders entitled to attend and vote at the Meeting

For the purposes of the Meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001, it has been determined that the shareholders entitled to attend and vote at the Meeting shall be those persons who are recorded in the register of shareholders at 8.30 pm (Australian WST) on Wednesday, 26 November 2008 (UK : 11.30 am British Standard Time, Canada : 6.30 am Toronto EST). Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Proxies

Each shareholder is entitled to appoint a proxy. The proxy does not need to be a shareholder of the Company. A shareholder that 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. If a shareholder appoints two proxies, each proxy may exercise half of the shareholder's votes if no proportion or number of votes is specified.

A proxy form accompanies this Notice and to be effective, duly completed proxy forms, together with any relevant power of attorney, must be received by the Company by no later than 8.30 pm (Australian WST), Wednesday, 26 November 2008 (UK : 11.30 am British Standard Time, Canada : 6.30 am Toronto EST). Please direct proxy forms and any relevant power of attorney to any one of the following:

Australia

The Company Secretary

Centamin Egypt Limited

c/- Computershare

Level 2, 45 St Georges Terrace

Perth, Western Australia, 6000

Facsimile: + 61 8 9323 2033

United Kingdom

The Company Secretary

Centamin Egypt Limited

c/- Computershare

PO Box 1075, The Pavilions

Bridgwater Road, Bristol BS99 3EA

Facsimile: + 44 870 703 6109

Canada

The Company Secretary

Centamin Egypt Limited

c/- Computershare

100 University Ave, 8th Floor

Toronto ON M5J 2Y1 Canada

Facsimile: + 416 981 9777

Or alternatively, proxy forms may be directed to the Company Secretary at the Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile + 61 8 9316 2650.

Corporate Representatives

Any corporate representative wishing to appoint a person to act as its representative at the meeting may do so by providing that person with:

(a) a letter or certificate, executed in accordance with the corporate shareholder's constitution, authorising that person as the corporate shareholder's representative at the meeting; or

(b) a copy of the resolution appointing the person as the corporate shareholder's representative at the meeting, certified by a secretary or director of the corporate shareholder.

By Order of the Board

Heidi Brown

Company Secretary

Perth, 20 October 2008

EXPLANATORY NOTES TO SHAREHOLDERS

Please refer to the attached Management Information Circular which accompanies and forms part of this Notice

MANAGEMENT INFORMATION CIRCULAR

For the Annual General Meeting of Shareholders to be held at the Bishopsgate & Chancery Rooms

at the Andaz Hotel, Liverpool Street, London, United Kingdom on Friday, 28 November 2008

commencing at 11.30 am (British Summer Time)

PROXIES

Solicitation of Proxies

This management information circular (the 'Circular') is furnished in connection with the solicitation, by or on behalf of the management of Centamin Egypt Limited (the 'Company'), of proxies to be used at the Company's annual general meeting of the holders of ordinary shares (the 'Ordinary Shares') to be held on Friday, 28 November 2008 (the 'Meeting') or at any adjournment thereof. It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of the Company without special compensation, or by the Company's transfer agent, Computershare. The cost of solicitation will be borne by the Company.

Appointment of Proxyholder

The person(s) designated by management of the Company in the enclosed form of proxy as Chairman of the Meeting is a director of the Company. Each shareholder has the right to appoint as proxyholder a person (who need not be a shareholder of the Company) other than the person(s) designated by management of the Company in the enclosed form of proxy to attend and act on the shareholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by inserting the name of the person in the blank space provided in the enclosed form of proxy or by completing another form of proxy.

In the case of registered shareholders, the completed, dated and signed form of proxy should be sent to any one of the following:

Australia

The Company Secretary

Centamin Egypt Limited

c/- Computershare

Level 2, 45 St Georges Terrace

Perth, Western Australia, 6000

Facsimile: + 61 8 9323 2033

United Kingdom

The Company Secretary

Centamin Egypt Limited

c/- Computershare

PO Box 1075, The Pavilions

Bridgwater Road, Bristol BS99 3EA

Facsimile: + 44 870 703 6109

Canada

The Company Secretary

Centamin Egypt Limited

C/- Computershare

100 University Ave, 8th Floor

Toronto ON M5J 2Y1 Canada

Facsimile: + 416 981 9777

Or alternatively, the completed, dated and signed form of proxy may be directed to the Company Secretary at the Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile + 61 8 9316 2650.

In the case of non-registered shareholders who receive these materials through their broker or other intermediary, the shareholder should complete and send the form of proxy in accordance with the instructions provided by their broker or other intermediary. To be effective, a proxy must be received by Computershare or the Company Secretary not later than 8.30 pm (Australian WST), Wednesday, 26 November 2008 (UK : 11.30 am British Standard Time, Canada : 6.30 am Toronto EST), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.

Revocation of Proxy

A shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the shareholder or by the shareholder's attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the shareholder or by the shareholder's attorney, who is authorized in writing, to or at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting, or in the case of any adjournment of the Meeting, the last business day preceding the day of the adjournment, or with the Chairman of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof. A shareholder may also revoke a proxy in any other manner permitted by law.

Voting of Proxies

On any ballot that may be called for, the Ordinary Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Company in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions given on the ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Ordinary Shares will be voted accordingly.

The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters identified in the accompanying Notice of Meeting, and with respect to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Circular, management of the Company are not aware of any such amendment, variation or other matter to come before the Meeting. However, if any amendments or variations to matters identified in the accompanying Notice of the Meeting or any other matters which are not now known to management should properly come before the Meeting or any adjournment thereof, the Ordinary Shares represented by properly executed proxies given in favour of the person(s) designated by management of the Company in the enclosed form of proxy will be voted on such matters pursuant to such discretionary authority.

VOTING SHARES

Voting Shares

As at 30 September 2008, the Company had 878,519,163 Ordinary Shares outstanding, each carrying the right to one vote per share. Except as otherwise noted in this Circular, a simple majority of the votes cast at the Meeting, whether in person, by proxy or otherwise, will constitute approval of any matter submitted to a vote.

Record Date

The board of directors of the Company (the 'Board') has fixed 24 October 2008 as the record date for the Meeting. Any holder of Ordinary Shares of record at the close of business on the record date is entitled to vote the Ordinary Shares registered in such shareholder's name at that date on each matter to be acted upon at the Meeting, except to the extent that such shareholder has subsequently transferred any of such Ordinary Shares, and the transferee of those Ordinary Shares establishes such shareholder's ownership of such Ordinary Shares and demands, not later than 24 hours before the Meeting date specified in the accompanying Notice of the Meeting, that such shareholder's name be included in the list of shareholders prepared for the Meeting. In such case, the transferee is entitled to vote such Ordinary Shares on each matter to be acted upon at the Meeting.

Principal Shareholders

To the knowledge of the directors and executive officers of the Company, as at 30 September 2008, no person beneficially owned, directly or indirectly, or exercised control or direction over, more than 10% of the voting rights attached to the outstanding Ordinary Shares of the Company.

MATTERS TO BE ACTED UPON AT MEETING

1. Financial Statements and Reports

The financial statements and the reports of the directors and auditors for the year ended 30 June 2008 will be presented at the Meeting. Unless otherwise instructed, the annual report for the year ended 30 June 2008 (the 'Annual Report') has been provided to shareholders with the material accompanying the Notice of the Meeting. Shareholders will be given the opportunity to ask questions of the Board and the auditor of the Company (via telephone conference) in relation to the Annual Report at the Meeting.

2. Adoption of the Remuneration Report

Shareholders will be asked to adopt the remuneration report as set out in the Annual Report. The vote on this resolution is advisory only and does not bind the Board. However, the Board will take the outcome of the vote into consideration when reviewing the remuneration practices and policies of the Company.

3. Election of Directors

A brief summary for each of the directors who offer themselves for re-election is set out below.

3.1 Mr Trevor Schultz

Executive Director of Operations, age 66

Director since 20 May 2008

Trevor Schultz has a Masters Degree in Economics from Cambridge University, a Masters of Science Degree in Mining from the Witwatersrand University and completed the Advanced Management Program at Harvard University. Mr Schultz has more than 40 years experience at the executive management and board level with leading international mining companies, including BHP Pty Limited, The RTZ Corporation/CRA Limited, Pegasus Gold Corporation and Ashanti Goldfields Company Ltd. His roles included development of several new mining operations in Africa, South America and the U.S.A., negotiations with various governments and their agencies and project financing and capital raisings. Mr Schultz is currently a director of Pacific Road Capital Management. From April 2003 until December 2005, Mr Schultz was a director of Guinor Gold Corporation, from December 2003 to June 2006 was a director of Southern Era Pty Ltd and from October 1996 to December 2003 was a director of Ashanti Goldfields Pty Ltd.

3.2 Professor Graeme Robert Tangye Bowker

Non Executive Director, age 58

Director since 21 July 2008

Professor Bowker retired from the Australian Foreign Service in June 2008 after a 37 year career specialising in Middle East issues. He was Australian Ambassador to Egypt (2005 to 2008) and Jordan (1989 to 1992), in addition to postings in Syria (1979 to 1981) and Saudi Arabia (1974 to 1976). Professor Bowker was accredited from Cairo as a non-resident ambassador to Libya, Sudan, Syria and Tunisia. Professor Bowker has a PhD from the Centre for Arab and Islamic Studies, Australian National University 2001, an MA from the Centre for Middle East and Central Asian Studies, Australian National University 1995, a BA (Hons) Indonesian and Malayan Studies and Political Science, Melbourne University 1970 and completed an RAF Arabic course, Beaconsfield, UK 1988.

3.3 Mr H. Stuart Bottomley

Non Executive Director, age 62

Director since 26 September 2005

Stuart Bottomley worked as a portfolio manager for over twenty years, firstly with the 'Target Group' of trusts and subsequently with Fidelity International. For the last 16 years, he has acted as a consultant to a number of private and public companies with a growing emphasis on the mining industry. Mr Bottomley has also been a director of ISIS Resources Plc (now Verona Pharma Plc) since 24 February 2005, African Consolidated Resources Plc since 27 May 2005 and Starfield Resources Inc since 01 February 2007.

3.4 Dr Thomas Elder PhD, FIMM, FGS

Non Executive Director, age 69

Director since 08 May 2002

Dr Elder is a geology graduate of Durham University and post-graduate NATO Scholar at the University of Oslo. His extensive background in mineral exploration was gained with major companies including British Petroleum Plc and Rio Tinto Plc. Dr Elder ran exploration programmes in the UK, Spain, Italy, Portugal and Greenland for Cominco, prior to his appointment as worldwide Exploration Manager for BP Minerals in 1983. Following the take-over by Rio Tinto in 1989, he had special responsibility for project development in the former Soviet Union. Dr Elder has been a non-executive director of Angus & Ross since 12 January 2006 and, having held the position of President from 04 October 1998 to 30 September 2007, is now a non-executive director of Mano River Resources Inc.

3.5 Mr G. Brian Speechly FAusIMM

Non Executive Director, age 75

Director since 15 August 2000

Brian Speechly is a Fellow of the Australasian Institute of Mining and Metallurgy with over 50 years experience in the mining industry. During his career, Mr Speechly has been involved in over 320 mining projects and is recognized in Australia and overseas as an expert in both underground and open pit mining and design. He is particularly noted for his innovative and low cost approaches to mining issues. Mr Speechly has been a director of Dynasty Metals & Mining Inc since 28 April 2004.

Under the current Constitution of the Company, each director's term of office expires at the third annual general meeting of shareholders of the Company so that no director serves more than three years following that director's last election or appointment, other than the Managing Director. One-third of the directors must retire at each annual general meeting. Retiring directors are eligible for re-election.

In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the re-election as directors of the proposed nominees whose names are set forth below, each of whom has been a director since the date indicated below opposite the proposed nominee's name. Management does not contemplate that any of the proposed nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the Ordinary Shares represented by properly executed proxies given in favour of such nominee(s) may be voted by the person(s) designated by management of the Company in the enclosed form of proxy, in their discretion, in favour of another nominee.

The following table sets forth information with respect to each person proposed to be nominated for re-election as a director, including the number of Ordinary Shares of the Company beneficially owned, directly or indirectly, or over which control or direction was exercised, by such person or the person's associates or affiliates as at 30 September 2008. The information as to Ordinary Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective proposed nominees individually.

Nominee Name and Place of Residence	Principal Occupation	Director Since (1)	Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised
Trevor Schultz Agnes Water, QLD, Australia	Executive Director of Operations Centamin Egypt Limited	20 May 2008	Nil
Graeme Robert Tangye Bowker (2)(3)(4) Garran ACT, Australia	Retired Ambassador	21July 2008	Nil
H. Stuart Bottomley (2)(4) East Sussex, United Kingdom	Consultant	26 September 2005	2,400,000
Thomas Gee Elder(3)(4) Oxford, United Kingdom	Retired	08 May 2002	250,000
G. Brian Speechly Boorgaoon, Western Australia	Mining Consultant	15 August 2000	250,000

Notes:

(1) Under the current Constitution of the Company, each director's term of office expires no later than three years following that director's last election or appointment, other than the Managing Director. One-third of the directors must retire at each annual general meeting. Retiring directors are eligible for re-election.

(2) Member of the Audit Committee.

(3) Member of the Remuneration Committee.

(4) Member of the Compliance/Corporate Governance Committee.

Each of the proposed nominees has held the principal occupation shown beside the nominee's name in the table above or another executive office with the same or a related company, for the last five years, except as follows:

- Graeme Robert Tangye Bowker - From 2001 until 2003, Professor Bowker formed part of the directing staff at the Centre for Defence and Strategic Studies at the Australian Defence College, Canberra, while on secondment from the Australian Department of Foreign Affairs and Trade. He was Visiting Reader at the Centre for Arab Islamic Studies in 2004, and from 2005 until he retired on 30 June 2008, was the Australian Ambassador to Egypt.

- Trevor Stanley Schultz - From October 1996 until December 2003, Mr Schultz was the Chief Operating Officer of Ashanti Goldfields Company Ltd. From January 2004 until December 2005, Mr Schultz was the President and CEO of Guinor Gold Corporation in London. From January 2006 to June 2007, Mr Schultz was a Consultant to Crew Gold Corporation and from July 2007 until his appointment as Executive Director of Operations, he was a mining consultant for various companies.

- Thomas Elder was previously the President of Mano River Resources Inc from 04 October 1998 to 30 September 2007.

The following table sets forth the equivalent information at 30 September 2008 with respect to each of the directors who are not required to stand for re-election at the Meeting, the information as to Ordinary Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of the Company, has been furnished by the respective director individually.

Name and Place of Residence	Principal Occupation	Director Since (1)	Number of Ordinary Shares Beneficially Owned Directly or Indirectly or Over Which Control or Direction is Exercised
Josef El-Raghy (2) Alexandria, Egypt	Managing Director/Chief Executive Officer, Centamin Egypt Limited	26 August 2002	79,185,754
Colin Neil Cowden (3)(4) Martin, Western Australia	Executive Chairman, Cowden Limited	08 March 1982	653,326
Sami El-Raghy (2) Alexandria, Egypt	Executive Chairman, Centamin Egypt Limited	29 April 1993	78,235,754

Notes:

(1) Under the current Constitution of the Company, each director's term of office expires at the later of the third annual general meeting of shareholders of the Company or three years following that director's last election or appointment. One-third of the directors must retire at each annual general meeting. Retiring directors are eligible for re-election.

(2) The total Ordinary Shares beneficially owned by Messrs. Sami El-Raghy and Josef El-Raghy arise due to them both being directors/trustees of the following personally-related entities: Nordana Pty Ltd. (4,990,668 Ordinary Shares), Nordana Pty Ltd <Super Fund A/C> (17,595,714 Ordinary Shares), El-Raghy Kriewaldt Pty Ltd. (55,299,372 Ordinary Shares) and S&M El-Raghy <The El-Raghy Family Account> (350,000 Ordinary Shares). The balance of 950,000 Ordinary Shares are held by Mr Josef El-Raghy through his being a director of Montana Realty Pty Ltd <Super Fund A/C>.

(3) Member of the Remuneration Committee.

(4) Member of the Audit Committee.

Each of the directors who are not required to stand for re-election has held the principal occupation shown beside the director's name in the table above or another executive office with the same or a related company, for the last five years.

4. Allotment of Options to Mr T S Schultz, Executive Director of Operations

The proposed allotment of options to Mr T S Schultz is to be made as part of his remuneration as Executive Director of Operations of the Centamin Group pursuant to his employment agreement entered with the Company's wholly-owned operating subsidiary, Pharaoh Gold Mines NL.

The Board considers that the remuneration package agreed with Mr Schultz, of which the proposed allotment of options form part, is reasonable having regard to his experience and qualifications, particulars of which are set out above. The responsibilities of his position as Executive Director of Operations of the Centamin Group are of particular significance to the Group in the development phase at Sukari and the Company's need to ensure that the experience and qualifications of the Board are enhanced. In determining the appropriate remuneration, the Board also has taken into account the current competitive rates prevailing in the market and the remuneration package was negotiated at arm's length.

The options proposed to be offered to Mr Schultz will be offered in accordance with the rules of the Employee Option Plan 2006 (the 'Employee Option Plan'), as approved by shareholders at the annual general meeting of the Company held on Monday, 20 November 2006. The exercise price will be A$1.00, which was determined as 105% of the weighed average closing price of the Ordinary Shares on the Australian Securities Exchange ('ASX') on the five trading days most recently preceding the date Mr Schultz was appointed as Executive Director of Operations (15 August 2008).

ASX Listing Rule 10.14 requires the Company to obtain shareholder approval by ordinary resolution prior to the issue of options to a director of the Company (or an associate of a director) under an employee incentive scheme.

A separate approval of shareholders will be sought in the future if options are to be offered to directors of the Company or their associates, and approval is not being sought, at this time, to issue options to any other directors or associates of directors under the Employee Option Plan.

The options proposed to be offered to Mr Schultz will be offered in accordance with the terms and conditions of the Employee Option Plan being on the following terms:

Consideration

Options are to be issued for no consideration.

Entitlement

Each option entitles the holder to subscribe for and be allotted one Ordinary Share at a price of 105% of the Market Price of a Share determined on the date the offer of the Option is made to the relevant director. The 'Market Price of a Share' means the weighted average closing price of the Ordinary Shares sold on the ASX or on the AIM Market of the London Stock Exchange ('AIM') on the five trading days for the relevant market most recently preceding the date on which the Market Price is to be determined.

Offer Date

The offer was made to Mr Schultz on 15 August 2008, being the date Mr Schultz was formally appointed as the Executive Director of Operations, subject to shareholder approval at the Meeting.

Expiry of Options

The term of the options will be three (3) years from the date on which they are issued and they will expire if not exercised by the end of that period.

Number of Securities under the Employee Option Plan 2006

Since the Employee Option Plan was adopted on 20 November 2006, no options have been issued to directors or their associates.

No Loan

No loan is to be made or proposed to be made in connection with the proposed option issue.

Latest Date for Issue

The Company will issue the options no later than three months after the date of this Meeting, being by 28 February 2009.

Maximum number of Securities to be Issued

If Resolution 4 is approved by shareholders then a maximum of 1,000,000 options may be issued in accordance with such approval.

Changes To Capital Structure

Future issues of securities

An option holder (a 'Holder') may only participate in new issues of securities to shareholders of the Company if an option has been exercised in accordance with its terms and an Ordinary Share has been allotted in respect of that option before the record date for determining entitlements to the relevant issues.

Bonus Issue

If the Company makes a bonus issue of Ordinary Shares pro rata to shareholders of the Company (other than an issue in lieu of or in satisfaction of dividends or by way of dividend reinvestment) and no Ordinary Shares have been allotted in respect of an option before the record date for determining entitlements to the bonus issue, then the number of Ordinary Shares over which the relevant option is exercisable will automatically be increased by the number of Ordinary Shares which the Holder would have received under the bonus issue if the option had been exercised immediately before the record date for the bonus issue. The additional Ordinary Shares issued under this clause upon exercise of the option shares will be paid by the Company in the same manner as the bonus issue and shall rank pari passu with other Ordinary Shares issued upon exercise of the option.

Rights Issue

(i)

If the Company makes an offer of Ordinary Shares pro rata to all or substantially all shareholders of the Company (other than a bonus issue or an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) for a subscription price which is less than the market price (defined below as P), and no Ordinary Shares have been allotted in respect of an option before the record date for determining entitlements to the rights issue, then the exercise price of each option will be reduced according to the following formula:

O1 = O - E (P - (S + D))

N + 1

		Where:
O1	=	The new exercise price of each option;
O	=	The old exercise price of each option;
E	=	The number of underlying securities into which one option is
		convertible on exercise;
P	=	The average market price of Ordinary Shares (weighted by reference
		to volume) sold in the ordinary course of trading on the ASX
		during the five trading days before the ex rights or ex
		entitlements date;
S	=	The subscription price (application money plus calls) for new
		Ordinary Shares issued under the rights issue;
D	=	Any dividends due but not yet paid on existing Ordinary Shares
		(except those to be issued under the rights issue); and
N	=	number of Ordinary Shares required to be held to receive a right to
		one new Ordinary Share.

(ii)

The number of Ordinary Shares that the Holder is entitled to subscribe for on exercise of the option will not change.

Reconstruction

In the event of any reconstruction or reorganisation of the issued ordinary capital of the Company then the rights of a holder, including without limitation the number of options issued to a Holder or the exercise price of an option or both will be changed in accordance with the ASX Listing Rules applicable at the date of the reconstruction or reorganisation

Advice

The Company must give notice to each Holder of any adjustment to:

(i) the number of Ordinary Shares that the Holder is entitled to subscribe for or be issued on exercise of an option; or

(ii) the exercise price per Ordinary Share in accordance with the ASX Listing Rules.

A full copy of the Employee Option Plan will be made available free of charge to any shareholder of the Company who so requests it. Full copies of the Employee Option Plan are also available for inspection at the Company's registered office at 57 Kishorn Road, Mount Pleasant, Western Australia, 6153.

Shareholders should refer to the copy of the Employee Option Plan for full details.

In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the ordinary resolution approving the issuance of options to Mr T S Schultz, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy.

5. Approval of Increase in Total Amount of Non-Executive Directors' Fees

According to ASX Listing Rule 10.17, an entity must not increase the total amount of directors' fees payable by it or any of its child entities without the approval of holders of its ordinary securities. This rule does not apply to the salary of an Executive Director.

As the Company moves toward first production, recent Board appointments have sought to broaden and enhance the overall experience of the Company's Board. The last review of the directors' fees ceiling was conducted in 1999. The current strong commodity prices across the globe have lead to increasing competition for labour resources with sound management skills. In order to attract and retain Board personnel of the required competency level, it is therefore prudent to remunerate in line with current market conditions. The increase also provides flexibility to accommodate a permanently or temporarily expanded Board. The remuneration provided to each Non-Executive Director for the financial year ended 30 June 2008 is detailed in the Remuneration Report contained within the Directors' Report in the Company's 2008 Annual Report.

In accordance with ASX Listing Rule 10.17.1, the proposed increase from the level set in 1999 (a maximum of A$250,000) is A$50,000.

In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the ordinary resolution approving the increase in the total amount of Non-Executive Directors' Fees, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by a simple majority of the votes cast by the shareholders at the Meeting in person or by proxy.

6. Adoption of New Constitution

The Company's current Constitution was adopted by shareholders in 1999. The Constitution, being the rules by which the Company operates, is not a static document and needs to continue to evolve in line with the regulatory environment in which the Company operates and in light of the practices adopted by our peers. As there have been a number of regulatory changes since the adoption of the Company's current Constitution, it is proposed to adopt a new Constitution. Many of the proposed changes reflect changes to the Corporations Act and the ASX Listing Rules made since the current Constitution was adopted. A copy of the Company's existing Constitution can be obtained before the meeting from the Company's website http://www.centamin.com/admin/uploads/aim/file/Constitution.pdf. A copy of the proposed new Constitution accompanies the Notice of Meeting.

The primary substantive differences between the current Constitution and the proposed new Constitution may be summarized as follows:

(a).	Updating references to the SCH Business Rules and procedures relevant thereto to references to the ASTC Settlement Rules and the current procedures relevant there under in relation to transfers of shares under the CHESS System. This is necessary to reflect current requirements of the ASX Listing Rules which require compliance with the ASTC Settlement Rules rather than the SCH Business Rules.

b)	Updating references to sections in the Corporations Act so as to refer to current Corporations Act section numbers where section numbers have changed as a consequence of amendments to the Corporations Act since the current Constitution was adopted. This is necessary to make these provisions intelligible.

c)	Providing more details as to the terms and conditions on which the Company may issue preference shares. The current Constitution provides very little detail as to the terms on which the Company may issue preference shares. The relevant provisions in the proposed new Constitution spell out in more details the power of the Company to issue redeemable or non redeemable preference shares, redeemable convertible preference shares or non redeemable convertible preference shares and provides for flexibility in settling the redemption and issue prices and dividend rates and other terms.

In the absence of a contrary instruction, the person(s) designated by management of the Company in the enclosed form of proxy intend to vote FOR the special resolution approving the adoption of the new Constitution, unless the shareholder who has given the proxy has directed that the Ordinary Shares represented thereby be voted against such resolution. In order to be effective, this resolution must be approved by holders representing at least 75% of all issued and outstanding Ordinary Shares which are represented at the Meeting in person or by proxy.

EXECUTIVE COMPENSATION

All dollar amounts in this Circular are expressed in United States dollars unless otherwise indicated.

The following table sets out information concerning the compensation earned from the Company and any of the Company's subsidiaries during the financial years ended 30 June 2008, 2007 and 2006 by the Company's Chief Executive Officer, Chief Financial Officer and the Company's two other most highly compensated executive officers (collectively, the 'Named Executive Officers' or 'NEOs').

NEO Name and Principal Position

Financial Year

Annual Compensation

Long Term Compensation

All

Other Compensation

(A$)

Salary

(A$)

Bonus

(A$)

Other

Annual Compensation

(A$) (1)

Ordinary Shares

Under Options / SARs Granted

(#) (2)

Ordinary Shares or Units

Subject to Resale Restrictions

(A$)

Long

Term Incentive Plan Payouts

(A$)

Sami El-Raghy

Chairman

2008

2007

2006

425,000

387,583

357,353

Josef El-Raghy

Managing Director/CEO

2008

2007

2006

478,125

412,500

303,609

184,434

50,000

4,523

29,978

2,860

Mark Smith

Chief Financial Officer(3)

2008

2007

2006

250,000

127,500

1,000,000

37,777

Heidi Brown

Company Secretary

2008

2007

2006

95,833

85,000

67,000

30,000

10,000

20,000

250,000

200,000

11,325

8,550

7,830

Notes:

(1) Fringe Benefits Tax ('FBT'). FBT is an Australian tax payable by employers for benefits paid to an Australian employee or the employee's associate. FBT is separate from income tax and is based on the taxable value of the various benefits provided.

(2) The options issued to Mrs Brown and Mr Smith vest and are exercisable over a period of 12 months, with fifty percent (50%) vesting and exercisable after six months and the other 50% vesting and exercisable after 12 months from the date of issue. The options have a term of three years.

(2) Mr Smith joined the Company in July 2006 as Finance Manager and was appointed Chief Financial Officer in January 2007. He resigned from the Company on 07 August 2008.

Stock Options

The Company granted the following options under the Employee Option Plan, which was adopted in November 2006, to purchase or acquire Ordinary Shares during the financial year ended 30 June 2008 to the Named Executive Officers.

Name

Office

Issue Date

Number

of Unquoted Options

Exercise Price

(A$)

Expiry Date

Market Value of the Ordinary Shares Underlying Options on the Issue Date

(A$)

Heidi Brown

Company Secretary

16 April 2008

250,000

1.7022

16 April 2010

The following table sets out information concerning the exercise of options by the Named Executive Officers during the financial year ended 30 June 2008 and the value of unexercised options held by the Named Executive Officers as at 30 June 2008.

Aggregated Option Exercises During the Most Recently Completed Financial Year and Financial Year-End Option Values

NEO Name	Ordinary Shares Acquired on Exercise (#)	Aggregate Value Realized (A$)	Number of Unexercised Options at 30 June 2008		Value of Unexercised in-the-money Options at 30 June 2008
NEO Name	Ordinary Shares Acquired on Exercise (#)	Aggregate Value Realized (A$)	Exercisable (#)	Unexercisable (#)	Exercisable (A$)	Unexercisable (A$)
Sami El-Raghy Chairman	-	-	-	-	-	-
Josef El-Raghy Managing Director/CEO	-	-	-	-	-	-
Mark Smith Chief Financial Officer	-	-	1,000,000	-	286,400	-
Heidi Brown Company Secretary	200,000	184,880	-	250,000	-	-

Option Repricings

No options held by a Named Executive Officer have been repriced downward at anytime during the most recently completed financial year-end.

Termination of Employment, Change in Responsibilities and Employment Contracts

During the financial year ended 30 June 2008, the Company was a party to employment contracts with each of Messrs Josef El-Raghy, Sami El-Raghy, Mark Smith (resigned on 07 August 2008) and Mrs Heidi Brown. The compensation of Messrs Josef El-Raghy, Sami El-Raghy and Mark Smith, and Mrs Heidi Brown during the financial year is set out in the Summary Compensation Table above. The Company also became a party to employment contracts with Mr Mark Di Silvio and Mr Trevor Schultz following 30 June 2008. Remuneration and other terms of employment for the following directors and executives are formalised in employment contracts, the terms of which are set out below:

Josef El-Raghy, Managing Director/CEO

- term: 3 years (expiring 01 September 2010), 3 months notice of termination period

- base salary: A$483,750 (net of taxes) pa, reviewed annually by the Remuneration Committee

Sami El-Raghy, Chairman

- term: no specific term, 3 months notice of termination period

- base salary: A$430,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Trevor Schultz, Executive Director of Operations (appointed 15 August 2008)

- term: 3 years (expiring 15 August 2011), 1 month notice of termination period

- base salary: A$300,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Mark Smith, Chief Financial Officer (resigned 07 August 2008)

- term: 2 years (expiring 01 July 2009), 3 months notice of termination period

- base salary: A$250,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Mark Di Silvio, Chief Financial Officer (appointed 25 July 2008)

- term: 2 years (expiring 09 August 2010), 3 months notice of termination period

- base salary: A$285,000 (net of taxes) pa, reviewed annually by the Remuneration Committee

Heidi Brown, Company Secretary

- term: no specific term, 1 month notice of termination period

- base salary: A$150,000 + 9% superannuation, reviewed annually by the Remuneration Committee

The employment contracts described above do not provide for entitlement to compensation for termination of employment apart from compensation payable up to and including the date of termination and all payments due by virtue of accrued leave. Except for such contracts and the payment for director's fees, there are no service contracts of any director or officer of the Company and there is no arrangement or agreement made between the Company and any of its Named Executive Officers pursuant to which a payment or other benefit is to be made or given by way of compensation in the event of that officer's resignation, retirement or other termination of employment, or in the event of a change of control of the Company or a change in the Named Executive Officer's responsibilities following such change of control.

Composition of the Remuneration Committee

At 30 June 2008, the Remuneration Committee was composed of Dr Tom Elder (Chairman), Mr Colin Cowden and Mr Trevor Schultz, each of whom was an unrelated, independent director of the Company. Mr Schultz was replaced by Mr Robert Bowker on 15 August 2008 after his appointment to Executive Director of Operations.

Report on Executive Compensation

This Report explains the Board's policies relating to remuneration of directors and executives, discusses the relationship between these policies and the Company's performance, and sets out remuneration details for each director and senior executive.

The fees paid to Non-Executive Directors are set at levels which reflect both the responsibilities of, and the time commitments required from, each Non-Executive Director to discharge their duties and are not linked to the performance of the Company.

The remuneration strategy for the Managing Director / Chief Executive Officer (CEO) and executives, including the Company Secretary, comprise a fixed cash component and where applicable, statutory superannuation contributions, an annual merit based performance bonus and the issue of share options in the Company which is intended to provide competitive rewards to attract high calibre executives and retain the best executives to manage the Company. This strategy will also provide the executives with the necessary incentives to work to grow long-term shareholder value. The issue of performance bonuses and share options is not dependent on the performance of the Company.

Criteria used to determine the annual merit based performance bonus, during the preproduction phase, is the setting of key objectives for each executive and measuring performance against these objectives. Key objectives will normally include capital budget criteria where performance will be measured against progress indicators. These key objectives will largely be determinable by the objective assessment of performance by the CEO. There are no specific performance based key financial indicators set and bonuses and/or options are at the discretion of the Board. The Remuneration Committee reviews the CEO's performance and makes a recommendation to the Board.

Share options are offered to executives at the discretion of the Directors, having regard, among other things, to the length of service with the Group, the past and potential contribution of the person to the Group and in some cases, performance.

There is no Board policy in relation to limiting the recipient exposure to risk in relation to securities. In addition, there are no schemes for retirement benefits other than statutory superannuation for independent directors.

Performance Graph

The following graph compares the yearly percentage change in the Company's cumulative total shareholder return on its Ordinary Shares with the cumulative total return of the S&P/TSX Composite Index, the ASX All Ordinaries Index and the FTSE 100 Index over the past five years assuming $100 was invested on 30 June 2003. Dividends declared on Ordinary Shares are assumed to be reinvested. The Ordinary Share performance as set out in the graph does not necessarily indicate future price performance.

Cumulative Total Shareholder Return
30 June 2003 through 30 June 2008

	June - 2003	June - 2004	June - 2005	June - 2006	June - 2007	June - 2008
Centamin Egypt Limited(1)	100.00	95.00	135.00	370.00	560.00	605.00
S&P/TSX Composite Index	100.00	124.48	146.93	175.80	215.75	230.31
FTSE 100 Index	100.00	138.48	155.64	168.44	189.65	149.84
ASX All Ordinaries Index	100.00	122.37	152.65	189.59	247.00	217.07

Note:

(1) Due to the limited time period that the Ordinary Shares have been listed on the Toronto Stock Exchange ('TSX'), the performance graph tracks the performance for the past five years of the Ordinary Shares of the Company as listed on the Australian Securities Exchange ('ASX'). The Ordinary Shares commenced trading on the TSX on 05 April 2007 at a price of C$0.90 per Ordinary Share. On 30 June 2008, the price of the Ordinary Shares as listed on the TSX was C$1.17 per share.

Compensation of Directors

During the financial year ended 30 June 2008, the following Non-Executive Directors of the Company have received a cash payment, in the following amounts, in connection with the services they have provided to the Company:

Name of Director	Amount of Compensation (A$) (£)
Colin Neil Cowden (1)	29,975	-
Gordon Brian Speechly	29,975	-
Thomas Gee Elder	27,500	10,000
Herbert Stuart Bottomley (2)	27,500	10,000
Trevor Stanley Schultz(1)(3)	-	-
Graeme Robert Tangye Bowker (4)	-	-

Notes:

(1) Messrs. Cowden and Speechly also received 9% superannuation in addition to the A$27,500 fee for their services as directors.

(2) Messrs. Elder and Bottomley each received a payment of £2,500 per quarter in addition to the A$27,500 fee for their services as directors.

(3) Mr Schultz joined the Board on 20 May 2008.

(4) Professor Bowker joined the Board on 21 July 2008.

Indebtedness of Directors and Executive Officers

None of the directors or senior officers of the Company, or associates or affiliates of the foregoing persons are indebted to the Company or have been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

Directors' and Officers' Liability Insurance

The Company maintains liability insurance for its directors and officers acting in their respective capacities in an aggregate amount of A$10,000,000, subject to a A$100,000 deductible for liability incurred in the United States of America, and a A$50,000 deductible for the rest of the world. The premium paid by the Company for this coverage was A$34,240.

Equity Compensation Plans

The following table sets out information concerning the number and price of Ordinary Shares to be issued under equity compensation plans to employees and others.

Plan Category	Number of Securities to be Issued upon Exercise of Options, Warrants and Rights (as at 30 June 2008) (a)	Weighted - Average Exercise Price of Outstanding Options, Warrants and Rights (as at 30 June 2008) (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (a)) (as at 30 June 2008) (c)
Options issued under the Employee Option Plan (approved by Shareholders)	10,115,000	A$0.3838	43,520,958
Other options issued (not approved by Shareholders)	1,670,000	A$0.3500	N/A
Broker warrants issued (approved by Shareholders)	9,607,260	C$1.0582	N/A
Total	21,392,260

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, no director or senior officer of the Company or any shareholder holding, on record or beneficially, directly or indirectly, more than 10% of the issued Ordinary Shares, or any of their respective associates or affiliates, had any material interest, directly or indirectly, in any material transaction with the Company within the three years preceding the date of this Circular or in any proposed transaction which has materially affected or would materially affect the Company.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Board of Centamin Egypt Limited is responsible for the corporate governance of the Centamin Group. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

To ensure the Board is well equipped to discharge its responsibilities, it has established guidelines for the nomination and selection of directors, and for the operation of the Board.

Unless disclosed below, the best practice recommendations of the ASX Corporate Governance Council, the AIM Listing Rules and the Combined Code On Corporate Governance and the best practice recommendations of the Toronto Stock Exchange and those prescribed under National Policy 58-201 - Corporate Governance Guidelines ('NP 58-201') have been applied for the entire financial year ended 30 June 2008. Where there has been any variation from the recommendations it is because the Board believes that the Company is not as yet of a size, nor are its financial affairs of such complexity to justify some of those recommendations and as such those practices continue to be the subject of the scrutiny of the full Board.

The Company is in the process of reviewing its corporate governance policies to ensure compliance with the ASX Corporate Governance Principles and Recommendations 2nd Edition, as well as the Combined Code on Corporate Governance and NP 58-201. Upon the completion of this review and subsequent Board approval of the new and amended policies and charters, it is anticipated that the Company will create a separate 'Corporate Governance' section on the Company's website.

Board Composition:

The Board comprises eight directors, of whom the Chairman, the Managing Director/CEO and the Executive Director of Operations are the only Executive Directors. Both the ASX Listing Rules, the Combined Code on Corporate Governance and NP 58-201 favour that the Chairman be an independent director, however as Mr Sami El-Raghy has been primarily based in Egypt during this stage of the Company's development, where his knowledge of the Company's projects, the Egyptian language, culture and government contacts are invaluable, the Board believe that his role and status be both as an Executive and as Chairman.

The Board does not have a 'lead director' that is independent. The independent directors of the Board are in regular contact with each other and may meet at the request of any independent Non Executive Director.

The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report, their attendances at meetings and their term of office are detailed in the Directors' Report. The majority of the Board are independent directors. The names of the directors of the Company in office at the date of this statement are:

Name	Position	Committees
Sami El-Raghy	Chairman - Executive Director	-
Josef El-Raghy	Managing Director/CEO	-
Trevor Schultz	Executive Director of Operations	-
Colin N Cowden	Independent Director	Audit Committee Remuneration Committee
G Brian Speechly	Independent Director	-
Thomas G Elder	Independent Director	Remuneration Committee Compliance/Corporate Governance Committee
H Stuart Bottomley	Independent Director	Audit Committee Compliance/Corporate Governance Committee
G Robert T Bowker	Independent Director	Audit Committee Remuneration Committee Compliance/Corporate Governance Committee

The following table shows directors' attendance at Board meetings and, if applicable, meetings of the various committees of the Board during the financial year to 30 June 2008.

	Board of Directors		Remuneration Committee		Audit Committee		Compliance/ Corporate Governance Committee(3)
Director	Held	Attended	Held	Attended	Held	Attended	Held	Attended
Mr S El-Raghy	7	7	-	-	-	-	-	-
Mr C Cowden	7	7	2	2	5	5	-	-
Mr G B Speechly	7	7	2	2	5	5	-	-
Dr T G Elder	7	7	-	-	-	-	-	-
Mr J El-Raghy	7	7	-	-	-	-	-	-
Mr H S Bottomley	7	7	-	-	5	5	-	-
Mr T S Schultz(1)	7	2	-	-	-	-	-	-
Professor G R T Bowker(2)	7	-	-	-	-	-	-	-

Notes:

(1) Mr T S Schultz became a director of the Company on 20 May 2008 and became a member of the Audit Committee and Compliance/Corporate Governance Committee on 28 May 2008. Mr Schultz resigned as a member of the Audit Committee and Compliance/Corporate Governance Committee on 15 August 2008 after becoming an Executive Director of the Company.

(2) Professor G R T Bowker became a director of the Company on 21 July 2008 and became a member of the Remuneration Committee, Audit Committee and Compliance/Corporate Governance Committee on 15 August 2008.

(3) The Compliance/Corporate Governance Committee was established on 28 May 2008. There were no meetings held during the financial year.

When determining whether a director is independent, the Board has determined that the director must not be an Executive and:

is not a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
within the last three years has not been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment;
within the last three years has not been a principal or employee of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided;
is not a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a significant supplier or customer;
has no material contractual relationship with the Company or Group other than as a director of the Company;
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.

Independent directors have the right to seek independent professional advice in the furtherance of their duties as directors, at the Company's expense. Written approval must be obtained from the Managing Director prior to incurring expenses on behalf of the Company.

S El-Raghy, J El-Raghy, C Cowden and G B Speechly are also directors of the wholly owned subsidiary companies, Pharaoh Gold Mines NL, Viking Resources Ltd, and North African Resources NL. J El-Raghy and T Elder are also directors of the subsidiary Company, Centamin Limited.

The Board and Board Nominations:

The Company does not presently operate a nomination committee however, as the Company approaches the development of the Sukari project, and as it shifts its corporate profile increasingly towards the capital markets of Europe and North America, the Board is establishing guidelines for the future nomination and selection of potential new directors. In the interim, the full Board (subject to members voting rights in general meeting) is responsible for selection of new members. There is no formal process in place to identify new candidates, however the Board takes into account a candidate's experience and competence in areas such as mining, exploration, geology, finance and administration that can assist the Company in meeting its corporate objectives and plans.

Under the Company's Constitution:

the maximum number of directors on the Board is ten;
a Director (other than the Managing Director) may not retain office for more than three years without submitting for re-election; and
at the annual general meeting each year effectively one third of the directors in office (other than the Managing Director) retire by rotation and must seek re-election by shareholders.

Meetings of Independent Directors:

The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. Although the Company has not implemented formal structures or procedures for the independent functioning of the Board, the Board believes that it operates independently of management. Individual directors may engage outside advisors at the expense of the Company upon approval by the Board in appropriate circumstances.

Position Descriptions:

The Board has not developed written position descriptions for the Chairman of the Board, the Chair of each Board committee or the Chief Executive Officer.

Orientation and Continuing Education:

The Company does not provide a formal orientation or education program for new directors; however, new Board members receive an orientation package which includes reports on operations and results and public disclosure filings by the Company. Board meetings are combined with presentations by the Company's management and employees to give the directors additional insight into the Company's business. In addition, management of the Company makes itself available for discussion with all members of the Board.

Securities Trading Policy:

The Company has not as yet adopted a formal securities trading policy however the directors and employees are restricted from acting on material information until it has been released to the market in accordance with the ASX requirements of continuous disclosure. Furthermore the ability of directors and certain employees of AIM listed companies to deal in the Company's securities is restricted in a number of ways, by statute, common law and by Rule 21 of the AIM Rules. This rule imposes restrictions beyond those imposed by law in that the directors and certain employees and persons connected with them do not abuse and do not place themselves under suspicion of abusing price-sensitive information that they have or are thought to have, especially in periods leading up to announcement of results (close periods).

Remuneration Committee and Policies:

The Remuneration Committee comprises Dr Tom Elder (Chairman), Mr Colin Cowden and Professor Robert Bowker, all independent directors.

All compensation arrangements for directors and senior executives are determined by the Remuneration Committee and approved by the Board, after taking into account the current competitive rates prevailing in the market.

The amount of remuneration for all directors including the full remuneration packages, comprising all monetary and non-monetary components of the Executive Directors and Executives, are detailed in the Directors' Report.

All Executives receive base salary and superannuation (if applicable) and in some cases, performance incentives and fringe benefits. Executives and staff, if invited by the Board, may participate in the Employee Option Plan. These packages are reviewed on an ongoing basis and in some cases are reviewed against predetermined performance criteria.

All remuneration paid to executives is valued at the cost to the Company and is measured in accordance with the applicable accounting standards. Shares issued to executives are valued as the difference between the market price of those shares and the amount paid by the executive. Options are valued using the Black-Scholes methodology.

The Board expects that the remuneration structure that is implemented will result in the Company being able to attract and retain the best Executives to manage the economic entity. It will also provide the Executives with the necessary incentives to work to grow long-term shareholder value.

The Board can exercise its discretion in relation to approving incentives, bonuses and options and can recommend changes to the Committee's recommendations.

There are no schemes for retirement benefits other than statutory superannuation for independent directors.

External Auditors:

The auditors of the Company, Deloitte Touche Tohmatsu ('Deloitte'), have open access to the Board at all times. Deloitte have audited the Company and its subsidiaries for a number of years and have adopted a policy of rotating audit partners every five years. The last rotation of the audit partner occurred during the financial year ended 30 June 2003.

Deloitte do attend the Company's annual general meeting and it is consistent with their current business practice, and is in accordance with s250RA of the Corporations Act 2001.

Disclosure regarding the external auditor fees charged by Deloitte for the financial years ended 30 June 2008 and 30 June 2007 respectively, can be found in the Company's annual information form for its financial year ended 30 June 2008 (the 'Annual Information Form') under the heading 'Fees paid to External Auditors', which section is incorporated by reference herein.

Audit Committee:

The Audit Committee comprises Mr Colin Cowden (Chairman), Mr Stuart Bottomley and Professor Robert Bowker, all independent directors of the Company.

The Company has a duly constituted Audit Committee which comprises two Australia based independent directors and one UK resident director whose names, qualifications and attendances are included in the Directors' Report. The responsibilities of the Audit Committee are laid out in its Charter, and amongst other things, includes the responsibility to ensure that an effective internal control framework exists within the entity, and to produce quarterly, half yearly and annual financial statements. This includes the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non-financial considerations.

Disclosure regarding (a) the relevant education and experience of the members of the Audit Committee: and (b) the Audit Committee's pre-approval polices and procedures may be found in the Annual Information Form under the heading 'Audit Committee' which section is hereby incorporated by reference herein. In addition, a copy of the Audit Committee's Charter can be found at Schedule A to the Annual Information Form.

Compliance/Corporate Governance Committee:

The Compliance/Corporate Governance Committee was established on 28 May 2008, and comprises Mr Stuart Bottomley (Chairman), Professor Robert Bowker and Dr Tom Elder.

The Compliance/Corporate Governance Committee shall assist the Board in fulfilling its fiduciary responsibilities by making recommendations to the Board with respect to the formulation or re-formulation of and implementation, maintenance and monitoring of the Company's Corporate Compliance Program and Code of Conduct as may be modified, supplemented or replaced from time to time, designed to ensure compliance with corporate policies and legal rules and regulations. Fundamental to the Company's corporate governance policy and practice is that all directors and employees reflect the Company's key values of accountability, fairness, integrity and openness. The Compliance/Corporate Governance Committee shall oversee the Company's activities in the area of corporate compliance that may impact the Company's business operations or public image, in light of applicable government and industry standards, legal and business trends and public policy issues. It will pay particular attention to health and safety, environmental, archaeological and social responsibility issues addressed by the Company.

Mandate of the Board:

The Board supervises the management of the business and affairs of the Company. The Board assumes responsibility for the stewardship of the Company, including the areas described below:

Strategic Planning: The Board regularly reviews and approves strategic plans and initiatives of the Company at Board meetings, and otherwise as required.
Risk Assessment: The Board has primary responsibility to identify principal risks in the Company's business and ensure the implementation of appropriate systems to manage these risks. See 'Managing Risks' below.
Succession Planning: The Board is responsible for succession planning, including the appointment, training and monitoring of senior management.
Communications: The Board oversees the Company's public communications with shareholders and others interested in the Company.
Internal Controls: The Board and the Audit Committee oversees the Company's internal control and management information systems.

In addition to its general oversight responsibilities, significant transactions out of the ordinary course of the Company's business or which may be material to the Company are considered and approved by the Board. The Board generally has at least six regularly scheduled meetings in each financial year. Additional meetings may be held depending upon opportunities or issues to be dealt with by the Company from time to time. During the financial year ended 30 June 2008, the Board held seven (7) meetings, and considered and passed eleven (11) circular resolutions pursuant to Clause 15.10 of the Company' Constitution.

Managing risks:

The Board meets regularly to evaluate, control, review and implement the Company's operations and objectives.

Regular controls established by the Board include:

detailed monthly financial reporting;
delegation of authority to the Managing Director to ensure approval of expenditure obligations;
implementation of operating plans, cash flows and budgets by management and Board monitoring of progress against projections; and
procedures to allow directors, and management in the furtherance of their duties, to seek independent professional advice via the utilisation of various external technical consultants.

Though the Board does not yet have a formal policy on risk oversight and management, the Board recognises the need to identify areas of significant business risk and to develop and implement strategies to mitigate these risks.

Commitment to stakeholders & ethical standards:

The Board supports the highest standards of corporate governance and requires its members and the management and staff of the Company to act with integrity and objectivity in relation to:

Compliance with laws and regulations affecting the Company's operations;
ASX Corporate Governance, the AIM Rules, the Combined Code On Corporate Governance, and NP 58-201;
Employment practices;
Responsibilities to the community;
Responsibilities to the individual;
The environment;
Conflict of interests;
Confidentiality;
Ensure that shareholders and the financial community are at all times fully informed in accordance with the spirit and letter of the ASX's continuous disclosure requirements, the AIM Rules and the Canadian Securities Administrators' National Instrument 51-102;
Corporate opportunities or opportunities arising from these for personal gain or to compete with the Company;
Protection of and proper use of the Company's assets; and
Active promotion of ethical behaviour.

The Company has a formal Code of Conduct, which all directors, employees and contractors are required to observe, and a range of corporate policies which detail the framework for acceptable corporate behaviour. These set out the procedures that personnel are required to follow in a range of areas, including compliance with the law, dealing with conflicts of interest, use of knowledge and information, gifts and entertainment etc. The Company's policy is reviewed periodically. A copy of the Code of Conduct is available by request.

Where a director or executive officer has a material interest in a transaction or an agreement that the Board may be considering, he is asked not to attend the discussions or meetings that the Board may have on this subject, and is excluded from voting on resolutions pertaining to this subject matter.

Monitoring of the Board's Performance and Communication to Shareholders:

In order to ensure that the Board continues to discharge its responsibilities in an appropriate manner, the performance of all directors is constantly reviewed by the Chairman. The Company does not presently have an evaluation of the Board, and all the Board members, performed by an independent consultant.

The Board aims to ensure that the shareholders, on behalf of whom they act, are informed of all information necessary to assess the performance of the directors. Information is communicated to the shareholders through:

the Annual Report which is distributed to all shareholders so requesting;
the availability of the Company's Quarterly Report to shareholders so requesting;
the Half-Yearly Report distributed to shareholders so requesting;
adherence to continuous disclosure requirements;
the annual general meeting and other meetings so called to obtain shareholder approval for Board action as appropriate; and
the provision of the Company's website containing all of the above mentioned reports and its constant update and maintenance.

The Board recognises the importance of keeping the market fully informed of the Company's activities and of communicating openly and clearly with all stakeholders. The Company has a formal Continuous Disclosure Policy in place to ensure that this occurs. A copy of this Policy is available by request. In accordance with the Continuous Disclosure Policy, Company information considered to be material is announced immediately through the ASX, AIM and TSX. All key communications are placed immediately on the Company website, and when necessary, provided directly to shareholders.

Statement by the Managing Director and Chief Financial Officer:

The Managing Director and Chief Financial Officer confirm to the Board that the group's financial position presents a true and fair view and that the financial statements are founded on a sound system of risk management, internal compliance and control. Further, it is confirmed that the groups risk management and internal compliance is operating efficiently and effectively.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com. Financial information is provided in the Company's audited consolidated financial statements as at and for the financial year ended 30 June 2008 and management's discussion and analysis of such financial results, which can be found in the Company's annual report to shareholders and which has also been filed on SEDAR. Copies of these documents, as well as this Circular and the Annual Information Form are available on SEDAR and will be available upon request from the Company Secretary.

The Company Secretary can be contacted at Centamin Egypt Limited, 57 Kishorn Road, Mount Pleasant, Western Australia 6153, or via facsimile + 61 8 9316 2650.

DIRECTORS' APPROVAL

The contents and the sending of this Circular have been approved by the Board of Directors of the Company.

Dated 20 October 2008.

BY ORDER OF THE BOARD OF DIRECTORS

Sami El-Raghy

Chairman

Questions from Shareholders

Your questions are very important to us. Please use this form to submit any questions concerning Centamin Egypt Limited that you would like us to respond to at the Annual General Meeting and return it to either:

Australia

The Company Secretary

Centamin Egypt Limited

c/- Computershare

Level 2, 45 St Georges Terrace

Perth, Western Australia, 6000

Facsimile: + 61 8 9323 2033

United Kingdom

The Company Secretary

Centamin Egypt Limited

c/- Computershare

PO Box 1075, The Pavilions

Bridgwater Road, Bristol BS99 3EA

Facsimile: + 44 870 703 6109

Canada

The Company Secretary

Centamin Egypt Limited

c/- Computershare

100 University Ave, 8th Floor

Toronto ON M5J 2Y1 Canada

Facsimile: + 416 981 9777

Or directly to the Company Secretary at the Company's registered office, located at 57 Kishorn Road, Mount Pleasant, Western Australia 6153, Australia, or facsimile + 61 8 9316 2650.

We will endeavour to respond to as many of the more frequently asked questions as possible at the AGM. Please note that we will not be able to reply individually.

Shareholder's Name: …………………………………………………………………………………………………………………………...

Address: ………………………………………………………………………………………………………………………………………….

…………………………………………………………………………………………………………………………………………………….

Security Reference Number (SRN) or Holder Identification Number (HIN): ……………………………………………………………..

Question(s): ……………………………………………………………………………………………………………………………………..

…………………………………………………………………………………………………………………………………………………….

PROXY FORM

This Proxy is solicited by or on behalf of the management of Centamin Egypt Limited for the Annual General Meeting of Shareholders to be held on Friday, 28 November 2008

I/We ……...……………………………………………………………………….………..………………………..…………….……………..

(print name/s)

of ……….…………...………………………………………………...………….……………..…………………………………………….....

(print address)

being a shareholder of Centamin Egypt Limited hereby appoint ………………...……………..………..……………………………...

(print proxy's name in full)

of ……………………..…..……………………………………………………………………….…………..……...………………………….

(print proxy's address)

or in the proxy's/proxies' absence or if no other appointee is mentioned, the Chairman of the meeting as my/our proxy/proxies to vote and act for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 28 November 2008, in the Bishopsgate & Chancery Rooms at the Andaz Hotel, Liverpool Street, London, United Kingdom at 11.30 am (UK time) and at any adjournment thereof in the manner indicated below, or in the absence of indication, as the proxy sees fit:

Resolutions		For Against	Abstain

1.0	Financial Statements and Reports	❑ ❑	❑
2.0	Adoption of the Remuneration Report	❑ ❑	❑
3.1	Election of Mr T Schultz	❑ ❑	❑
3.2	Election of Professor G R T Bowker	❑ ❑	❑
3.3	Re-election of Mr H S Bottomley	❑ ❑	❑
3.4	Re-election of Dr T Elder	❑ ❑	❑
3.5	Re-election of Mr G B Speechly	❑ ❑	❑
4.0	Allotment of Options to Mr T S Schultz, Executive Director of Operations	❑ ❑	❑
5.0	Approval of Increase in Total Amount of Non-Executive Directors' Fees	❑ ❑	❑
6.0	Adoption of New Constitution	❑ ❑	❑

Note: The Chairman of the meeting intends to vote undirected proxies in favour ('For') of each Resolution.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do NOT wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. This statement applies to all of the above resolutions.

If you would like to appoint a second proxy, please place a mark in the box.

………………………….. % or ……………………………..

(State the percentage of your voting rights or the number of securities for this Proxy Form)

PLEASE SIGN HERE This section must be signed to enable your directions to be implemented.

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Director/Company Secretary Director

Sole Company Secretary (delete one)

Date

Notes:

A shareholder entitled to cast two or more votes may appoint not more than two proxies, and may specify the proportion or number of votes that each proxy is appointed to exercise. If the appointment does not specify the proportion or number of the shareholder's voting rights, each proxy may exercise half the votes. A proxy need not be a shareholder.

Appointment of a proxy by a shareholder which is a company must be under its common seal or the hand of its attorney or the hand of a person duly authorised on its behalf.

If signed by an attorney or authorised officer of the company, the power of attorney or other authority under which the proxy is signed must be provided

If signed under a power of attorney, please forward the power of attorney for noting (unless already noted).

If signed by an executor/executrix of a deceased shareholder, please forward probate or letters of administration for noting (unless already noted).

To be effective, the duly completed proxy forms, together with any relevant power of attorney, must be received by the Company by no later than 8.30 pm (Australian WST), Wednesday, 26 November 2008 (UK : 11.30 am British Standard Time), Canada : 6.30 am Toronto EST). Please direct proxy forms and any relevant power of attorney to any of the following:

Australia

The Company Secretary

Centamin Egypt Limited

c/- Computershare

Level 2, 45 St Georges Terrace

Perth, Western Australia, 6000

Facsimile: + 61 8 9323 2033

United Kingdom

The Company Secretary

Centamin Egypt Limited

c/- Computershare

PO Box 1075, The Pavilions

Bridgwater Road, Bristol BS99 3EA

Facsimile: + 44 870 703 6109

Canada

The Company Secretary

Centamin Egypt Limited

c/- Computershare

100 University Ave, 8th Floor

Toronto ON M5J 2Y1 Canada

Facsimile: + 416 981 9777

2008

CENTAMIN EGYPT LIMITED

ABN 86 007 700 352

CONSTITUTION

CONTENTS

REPLACEABLE RULES DISPLACED 1

2 INTERPRETATION 1

3 SHARE CAPITAL AT CONTROL OF DIRECTORS

4 VARIATION OF RIGHTS ATTACHING TO SHARES

5 PREFERENCE SHARES

6 COMMISSION AND BROKERAGE

7 REGISTERED HOLDER

8 SHARE CERTIFICATES

9 LIEN

10 SALE OF SHARES THE SUBJECT OF LIEN

11 CALLS ON SHARES

12 WHEN CALL MADE ON SHARES

13 NON-RECEIPT OF NOTICE OF CALL ON SHARES

14 PAYMENT OF CALLS BY INSTALMENTS

15 JOINT HOLDERS LIABILITY FOR CALLS

16 interest on unpaid calls

17 recovery of unpaid calls

18 PAYMENT OF CALLS IN ADVANCE

19 EXTINGUISHMENT OF LIABILITY ON CALLS

20 TRANSFER OF SHARES

21 RESTRICTED SECURITIES

22 CANCELLATION OF CERTIFICATES ON TRANSFER

23 TITLE OF SHARES ON DEATH OF MEMBER

24 TRANSMISSION OF SHARES

25 THE CHESS SYSTEM

26 ALTERATION OF CAPITAL

27 REDUCTION OF SHARE CAPITAL and buy-backs

28 REGISTERED OFFICE

29 FORFEITURE

30 SALE OF NON-MARKETABLE PARCELS

31 GENERAL MEETINGS

32 NOTICE OF GENERAL MEETINGS

33 CANCELLATION AND POSTPONEMENT OF A GENERAL MEETING

34 QUORUM AT GENERAL MEETINGS

35 LACK OF QUORUM AT GENERAL MEETINGS

36 BUSINESS OF ANNUAL AND GENERAL MEETINGS

37 CHAIRPERSON OF GENERAL MEETING

38 ADJOURNMENT

39 DISRUPTION AND TERMINATION OF MEETING

40 ENTITLEMENT TO VOTE AT GENERAL MEETINGS

41 DECISION ON QUESTIONS AT A GENERAL MEETING

42 TAKING A POLL

43 CASTING VOTE OF CHAIRPERSON

44 VALIDITY OF VOTES

45 VOTES BY PROXY

46 INSTRUMENT APPOINTING A PROXY

47 NUMBER OF DIRECTORS

48 DIRECTORS SHARE QUALIFICATION

49 CASUAL VACANCIES OF DIRECTORS

50 DIRECTORS' RETIREMENT BY ROTATION AND FILLING OF VACATED OFFICES

51 REMOVAL OF DIRECTORS

52 VACATION OF OFFICE OF DIRECTORS

53 ALTERNATE DIRECTORS

54 MANAGING DIRECTOR

55 REMUNERATION OF DIRECTORS

56 DIRECTORS' REMUNERATION ON RETIREMENT OR DEATH

57 REGULATION OF PROCEEDINGS OF DIRECTORS

58 QUORUM OF DIRECTORS

59 CONVENING AND NOTICE OF MEETINGS

60 MEETINGS OF DIRECTORS BY INSTANTANEOUS COMMUNICATION DEVICE

61 WRITTEN RESOLUTIONS OF DIRECTORS

62 VOTING AT DIRECTORS MEETING

63 POWERS OF MEETING OF DIRECTORS

64 CHAIRPERSON OF DIRECTORS

65 VALIDATION of ACTS OF DIRECTORS WHERE DEFECT IN APPOINTMENT

66 DIRECTORS' CONTRACTS WITH THE COMPANY

67 GENERAL POWERS OF DIRECTORS

68 BORROWING POWERS OF DIRECTORS

69 DELEGATION OF DIRECTORS POWERS

70 DELEGATION OF POWERS TO COMMITTEES

71 VALIDATION OF IRREGULAR ACTS

72 SECRETARY

73 MINUTES

74 AFFIXATION OF COMMON SEAL

75 DUPLICATE SEAL

76 DIVIDENDS

77 ENTITLEMENT TO DIVIDENDS

78 PAYMENT OF DIVIDENDS

79 DISTRIBUTION OF DIVIDEND IN KIND

80 SHAREHOLDERS OPTION TO RECEIVE SHARES RATHER THAN DIVIDEND

81 UNCLAIMED DIVIDENDS

82 RESERVES

83 CAPITALISATION OF PROFITS

84 INSPECTION OF RECORDS

85 NOTICES

86 INDEMNITY OF OFFICERS

87 WINDING UP

88 ARBITRATION

89 ACCOUNTS AND AUDIT

Corporations Act

Public Company

CONSTITUTION

CENTAMIN EGYPT LIMITED

ABN 86 007 700 352

REPLACEABLE RULES DISPLACED

The replaceable rules contained in the Corporations Act which would otherwise apply to the Company are displaced entirely by the Regulations set out in this document, which is the Constitution of the Company.

INTERPRETATION

Definitions

Unless the contrary intention appears:

'Alternate Director' means any person appointed in accordance with this Constitution to act as an alternate of a Director.

Applicable Law means the Corporations Act, the Listing Rules and the ASTC Settlement Rules from time to time.

ASTC Settlement Rules means the settlement rules of ASTC from time to time.

'ASTC' means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).

'ASX' means ASX Ltd as operator of the Australian Securities Exchange.

'Auditor' means any person appointed to perform the duties of an auditor of the Company.

'Board' means the whole or any number of the Directors for the time being assembled at a meeting of Directors and being not less than a quorum; and reference to 'the Directors' shall be construed as references to the Board unless the context otherwise requires.

'Business Days' means those days other than a Saturday, Sunday, New Year's Day, Australia Day, Good Friday, Easter Monday, Anzac Day, Christmas Day, Boxing Day and any other day which ASX shall declare and publish is not a business day.

'Capital' means the capital for the time being of the Company.

'Chairperson' means the Chairperson of the Board of Directors.

'CHESS' means the Clearing House Electronic Sub-register System implemented by Australian Settlement and Transfer Corporation Pty Ltd or such other securities clearing house as may be approved pursuan to the Corporations Act and and includes any modification or substitution of that system and any other computerised or electronic share transfer systems introduced by or acceptable to the ASX.

'Company' means Centamin Egypt Limited ABN 86 007 700 352.

'Constitution' means the Constitution of the Company in force from time to time.

'Corporations Act' means the Corporations Act 2001 (Cth).

'Director' means any Director of the Company for the time being and includes an Alternate Director.

'Dividend' includes a bonus.

'Executive Director' means a Director in employment with the Company or any subsidiary or related corporation and includes the Managing Director.

'General Meeting' means a meeting of Members duly called and properly constituted in accordance with this Constitution.

'Holder' means a Member.

'Home Branch' means the State branch of the ASX designated as such to the Company by the ASX.

'Instantaneous Communication Device' includes telephone, television or any other electronic or audio and visual device which permits instantaneous communication.

'Listed Security' means any Securities from time to time issued by the Company and officially quoted by the ASX on the Australian Securities Exchange.

'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 by ASX.

'Managing Director' means any person appointed to perform the duties of Managing Director of the Company.

'Member' means any person entered in the Register as a member for the time being of the Company.

'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 corporation, by a duly appointed representative.

'Meeting' and 'General Meeting' means a meeting of Members or Directors, as the case may be, duly called and properly constituted in accordance with this Constitution and the Corporations Act and any adjournment of any such meeting.

'Month' means calendar month.

'Office' means the registered office for the time being of the Company.

'Official Quotation' in respect of securities in the Company means quotation on the Official List of the ASX.

'Ordinary Shares' means ordinary Shares in the Capital.

'Preference Share Holders' means the holders of preference Shares issued in accordance with Regulation 5.

Proper ASTC Transfer has the meaning given by Regulation 1.0.02 of the Corporations Regulations 2001.

'Register' means the Register of Members to be kept pursuant to the Corporations Act and the Listing Rules.

'Regulations' means the provisions set out in this Constitution.

'Replaceable Rule' means any provisions of those sections and sub-sections of the Corporations Act which are designated under section 141 of the Corporations Act as 'replacable rules' and so capable of being replaced or modified by the Company's constitution.

'Resolution' means a resolution other than a Special Resolution.

'Restricted Securities' means those shares or other securities classified as Restricted Securities under the Listing Rules. .

'Seal' means the Common Seal of the Company and includes any official seal of the Company.

'Secretary' means any person appointed to perform the duties of secretary of the Company or any person appointed to act temporarily as such.

'Security' means a security as defined in the Corporations Act.

'Shares' means the shares into which the Capital is from time to time divided.

'Shareholder' means a Member.

'Special Resolution' means a Special Resolution within the meaning of section 9 of the Corporations Act.

'Transfer Auditor' means such person as the Board may from time to time appoint for the purpose of certifying as to the correctness of transfers of shares, registered unsecured notes, the allotment of shares and registered unsecured notes and the issue of certificates in respect of shares to which Members or intending Members of the Company may be entitled and the issue of certificates in respect of registered unsecured notes to which any person may be entitled.

Construction

Unless the contrary intention appears:

a reference to any Part or Division of the Corporations Act is deemed to include references to any corresponding section or any modification, amendment or re-enactment of the Corporations Act;

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 purposes of that Part or Division has, in any of these Regulations that deals with a matter dealt with by that Part or Division, unless the contrary intention appears, the same meaning as in that Part or Division;

words and expressions defined in the Listing Rules and the Corporations Act shall have the same meaning where used in these Regulations unless the context or subject matter otherwise requires;

a reference to control of the voting power in the Company is a reference to control that is direct or indirect, including control that is exercisable as a result or by means of arrangements or practices, whether or not having legal or equitable force and whether or not based on legal or equitable rights;

where in this document a period of time dating from a given day, act or event is specified or allowed for any purpose, the time is reckoned exclusive of that day or of the day on which the act or event occurred but inclusive of the day on which that period expires;

words importing the singular or plural include the plural and singular respectively;

words importing any gender include every gender;

words denoting persons include bodies and corporations;

where a word or phrase is given a particular meaning in this document, other parts of speech and grammatical forms of that word or phrase have a corresponding meaning;

writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile transmission;

in construing this Constitution any references to the Listing Rules herein will be disregarded and have no application during any period in which the Company is not admitted to the Official List of ASX; and

Headings do not affect the interpretation of this document.

ASX Listing Rules

While the Company is admitted to the Official List of ASX, the following clauses apply:

notwithstanding anything contained in this Constitution or in a Replaceable Rule applicable to the Company, if the Listing Rules prohibit an act being done, the act shall not be done;

nothing contained in this Constitution or any replaceable rule applicable to the Company prevents an act being done that the Listing Rules require to be done;

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);

if the Listing Rules require this Constitution to contain a provision and it or any Replaceable Rule applicable to the Company does not contain such a provision, this Constitution is deemed to contain that provision;

if the Listing Rules require this Constitution not to contain a provision and any Replaceable Rules applicable to the Company is or contains such a provision, this Constitution is deemed not to contain that provision;

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; and

If any Replaceable Rule applicable to this Company is or becomes inconsistent with the Listing Rules, this constitution is deemed to replace or modify that replaceable rules to the extent of any inconsistency.

Other Stock Exchanges

During any period during which any Securities of the Company are traded on, or listed for quotation on, any stock exchanges other than the ASX (or in addition to the ASX) then subject to the Corporations Act and regulation 2.3 of this Constitution the Company is authorised to do all things necessary to comply with the listing rules of such stock exchanges.

SHARE CAPITAL AT CONTROL OF DIRECTORS

Subject to the provisions of this Constitution, the Listing Rules, the Corporations Act and to any rights previously conferred on the holders of any existing issued Shares;

the Shares are under the control of the Directors;

the Directors may allot, grant options over or otherwise dispose of Shares to such persons on such terms and conditions, and having attached to the Shares such preferred, deferred or other rights, and at such times as the Directors think fit.

VARIATION OF RIGHTS ATTACHING TO SHARES

If at any time the Capital is divided into different classes of Shares, the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied with the sanction of a Special Resolution passed at a separate Meeting of the holders of the Shares of that class. Any variation of rights under this regulation is subject to Part 2F.2 of Chapter 2F of the Corporations Act. The provisions of this Constitution relating to General Meetings apply to every such Meeting, with such changes as are necessary being made.

If a quorum is not present at any such separate Meeting or if such Resolution is not passed by the necessary majority all or any of such rights and privileges may be varied with the consent in writing of the holders of at least 75% of the issued Shares of that class within 2 calendar months from the date of such Meeting.

PREFERENCE SHARES

Preference Share Holders shall have the same rights as other Shareholders as regards receiving notices, reports and audited accounts, and attending General Meetings.

Subject to the Corporations Act, the Directors may issue:

redeemable or non-redeemable preference shares;

redeemable convertible preference shares; or

non-redeemable convertible preference shares,

which are expressed to be issued on and subject to the terms and conditions of this Regulation 5 ('Preference Shares').

The Preference Shares shall confer upon the holders thereof such rights and shall otherwise be issued upon such terms and conditions as are set out in this Constitution or, in the case of:

the rate of dividend; and

the date of redemption and/or conversion (as the case may be),

shall be those rights determined by resolution of the Directors and specified in or determined in accordance with the Certificate, or endorsed on or attached to the statement, issued pursuant to Regulation 5.7 hereof, provided that no Preference Shares shall either as respects dividends or as respects capital carry any right to participate in a distribution beyond the amount specified in such certificate or statement.

The Preference Shares shall confer on the holders thereof:

the right on redemption (if appropriate) to payment in cash in priority to any other class of shares of:

the redemption price of the Preference Shares; and

the amount (if any) equal to the aggregate of any dividend accrued at the date thereof (whether becoming payable or not) but unpaid and of any arrears of dividends;

the right in a winding up to payment in cash in priority to any other class of shares of:

the issue price of the Preference Shares; and

the amount (if any) equal to the aggregate of any dividend accrued at the date thereof (whether becoming payable or not) but unpaid and of any arrears of dividends; and

the right in priority to any payment of dividend on any other class of shares (subject to the rights attaching to any other class of shares on issue as at the date of first issue of any Preference Shares) to a fixed or a cumulative preferential dividend at the rate of dividend determined by the Directors and specified in the Certificate or statement issued pursuant to Regulation 5.7 hereof payable in respect of each Preference Share, on the dividend dates applicable thereto.

The Preference Shares shall not confer on the holder thereof any further right to participate in assets or profits of the Company.

The Company shall subject to the provisions of all relevant legislation redeem (if appropriate) each of the Preference Shares on issue on the date specified in or determined in accordance with the relevant Certificate or statement issued pursuant to Regulation 5.7 hereof in respect of such Preference Shares.

The Certificate issued by the Company for each of the Preference Shares (or if the Company does not issue a Certificate in respect of the Preference Share, the statement issued to the holder of the Preference Share in accordance with CHESS) or an attachment thereto shall specify or provide for the determination of, in respect of that Preference Share:

the issue price payable on issue of the Preference Shares;

the redemption price (if any) payable on redemption of the Preference Shares;

the redemption date (if appropriate);

the time, method and place of such redemption (if appropriate);

the rate of dividend or manner of calculation;

the date of conversion (if appropriate); and

such other matters as the Directors may require.

On the date and at the time and place for redemption (if appropriate) as determined by resolution of the Directors and specified in the relevant Certificate or statement the Company shall pay to the holder of such Preference Share or at his direction the amount payable on redemption, and the holder of such Preference Shares shall be bound to surrender any Certificate issued in relation to the Preference Share to the Company.

Subject to the Listing Rules, the holder of a preference share must be entitled to a right to vote in each of the following circumstances and in no others:

during a period during which a dividend (or part of a dividend) in respect of the share is in arrears;

on a proposal to reduce the entity's share capital;

on a resolution to approve the terms of a buy-back agreement;

on a proposal that affects rights attached to the share;

on a proposal to wind up the entity;

on a proposal for the disposal of the whole of the entity's property, business and undertaking; and

during the winding up of the entity.

In the event that the holder of the Preference Shares shall be entitled to vote then the provision in this Constitution with respect to the voting rights of Members shall apply mutatis mutandis to Preference Share Holders.

Notwithstanding that each Certificate or statement shall specify a redemption date (if appropriate) relevant to the Preference Shares referred to therein, the Company may redeem all Preference Shares on issue upon the occurrence of any of the following events:

the Company by any act or omission is a party to a material breach of any of the provisions of relevant legislation or of this Constitution which might or would adversely affect or materially endanger the rights or entitlements of the holders of the Preference Shares; or

the appointment of a liquidator, receiver, official manager or controller to the Company.

The rights attaching to the Preference Shares may not be varied or abrogated without the previous consent in writing of not less than three-quarters of the holders of the Preference Shares holding not less than three-quarters of the Preference Shares for the time being in issue or the sanction of a resolution passed by not less than three-quarters of the holders of the Preference Shares holding not less than three-quarters of the Preference Shares for the time being in issue passed at a meeting of the holders of those shares. For this purpose the issue of any shares which rank in priority to the Preference Shares in any respect shall be deemed to be a variation or abrogation of the rights of the Preference Shares but the issue of any shares ('Additional Shares') ranking pari passu with the Preference Shares shall be deemed not to be a variation or abrogation of any of the rights of the Preference Shares if the Additional Shares may not be redeemed until all the Preference Shares have been redeemed or converted.

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall unless otherwise expressly provided by the terms of issue of the shares of that class be deemed not to be varied or abrogated by the creation or issue of further shares ranking equally therewith.

The provisions of this Regulation 5 relating to the issue or surrender of Preference Share Certificates shall not apply to Preference Shares subject to CHESS.

COMMISSION AND BROKERAGE

The Company may exercise the power to make payments by way of brokerage or commission conferred by the Corporations Act in the manner provided by the Corporations Act.

Payments by way of brokerage or commission may be satisfied by the payment of cash, by the allotment of fully or partly paid Shares, by the allotment of options, or partly by the payment of cash, partly by the allotment of fully or partly paid Shares and partly by the allotment of options.

REGISTERED HOLDER

Subject to the provisions of the Corporations Act and this Constitution:

the Company shall be entitled to treat the registered holder of any Share as the absolute owner;

no person shall be recognised by the Company as holding any Share upon trust; and

the Company shall not be bound by, nor be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or any interest in any fractional part of a Share or any other rights in respect of a Share except an absolute right to the entirety of the Share in the registered holder.

If more than 3 persons are entered in the Register as holders of any securities of the Company (or a request is made to register more than 3 persons) only the first 3 persons so registered will be regarded as the holders of those securities, and all other names will be disregarded by the Company for all purposes.

SHARE CERTIFICATES

Notwithstanding any other provision of this Constitution, the Company:

need not issue a Share certificate; and

may cancel any Share certificate without issuing a substitute Share certificate, in respect of any Shares in any circumstances where the non-issue or cancellation of that Share certificate is permitted by the Applicable Law.

Where the Directors have determined not to issue Share certificates or to cancel existing Share certificates, a Member is entitled to receive such statements of the holdings of the Member as are required to be distributed to the Member under the Applicable Law.

Sub-regulations (a) and (b) do not apply if and to the extent that section 1071H of the Corporations Act requires.

LIEN

A Company must not have a lien over particular securities, or over dividends it pays on them, except in any of the following cases.

An unpaid call or instalment is due but unpaid on those securities.

If the securities were acquired under an employee incentive scheme, an amount is owed to the Company for acquiring them.

An amount that the Company is required by law to pay (and has paid) in respect of the securities of a holder or deceased former holder.

In each case, the lien extends to reasonable interest and expenses incurred because the amount is not paid.

The Company may do all such things as may be necessary or appropriate for it to do under the ATSC Settlement Rules to protect any lien, charge or other right to which it may be entitled under the law or this Constitution.

Nothing in this Regulation 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 Member, his executors, administrators and estate any such right or remedy shall be enforceable by the Company.

SALE OF SHARES THE SUBJECT OF LIEN

The Company may sell in such manner as the Directors think fit any Shares on which the Company has a lien, but no sale may be made unless a sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing stating and demanding payment of, such part of the amount in respect of which the lien exists as is presently payable has been given to the registered Holder for the time being of the Share or the person entitled thereto by reason of his death or bankruptcy.

To give effect to any sale of Shares pursuant to the Company's lien, the Directors may authorise some person to effect the transfer of the Shares to the purchaser. The purchaser shall be registered as the Holder of the Shares effected by any such transfer and is not bound to see to the application of the purchase money nor is his title to the Shares affected by any irregularity or invalidity in the proceedings relating to the sale.

The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any) less any costs of the sale shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

CALLS ON SHARES

The Directors may, subject to the terms upon which any Shares may have been issued from time to time, make such calls as the Directors think fit upon the Members in respect of moneys unpaid on their respective Shares subject to compliance with the Listing Rules.

Calls may be made payable by instalments.

Not less than 30 business days' (or such lesser period as permitted by the Listing Rules) notice of a call, specifying the amount of the call, the time and place for payment and all other matters required to be specified in the notice by the Listing Rules, shall be given to Members liable to pay the call.

A call may be revoked, postponed or extended by the Directors.

WHEN CALL MADE ON SHARES

A call is deemed to have been made at the time when the Resolution of the Directors authorising the call was passed.

NON-RECEIPT OF NOTICE OF CALL ON SHARES

The non-receipt of a notice of a call by or the accidental omission to give notice of a call to any of the Members does not invalidate the call.

PAYMENT OF CALLS BY INSTALMENTS

If by the terms of issue of any Share or otherwise any amount is made payable at any fixed time or by instalments at fixed times every such amount or instalment is payable as if it were a call duly made by the Directors and of which due notice had been given. In case of non-payment the provisions of this Constitution as to payment of interest and expenses forfeiture or otherwise apply as if such sum had become payable by virtue of a call duly made and notified.

JOINT HOLDERS LIABILITY FOR CALLS

The joint Holders of Shares are severally as well as jointly liable for the payment of all amounts of instalments and calls in respect of such Shares.

On the issue of Shares the Directors may differentiate between the Holders as to the amount of calls to be paid and the times of payment.

interest on unpaid calls

If a sum called is not paid on or before the date for payment the person from whom the sum is due shall pay interest on the sum (or on so much as remains unpaid from time to time) at such rate as the Directors may determine calculated from the date appointed for the payment thereof until the time of actual payment. The Directors may waive such interest in whole or in part.

recovery of unpaid calls

In the event of non-payment of any call the Company may proceed to recover the same with interest and expenses (if any) by action, suit or otherwise but such right of action, suit or otherwise without prejudice to the right to forfeit the Share of any Member so in arrears and either or both of such rights may be exercised by the Directors in their discretion.

In any proceedings under Regulation 17.1:

proof of the following by the Company will be conclusive evidence of the debt:

that the name of the Member sued is entered in the Register as holder of the relevant Shares;

that the Resolution making the call is duly recorded in the minute book;

that notice of the call was duly given to the registered holder of the Shares in accordance with Regulation 11.3, or (in the case of calls or instalments payable at fixed times by the terms of issue of the Share), those terms; and

that the sum or call has not been paid;

the Company need not prove:

the appointment of the Directors who made the allotment or call;

the passing of the Resolution making the call; or

any other matters.

PAYMENT OF CALLS IN ADVANCE

The Directors may if they think fit receive from any Member all or any part of the amount unpaid on a Share although no part of that amount has been called up and may pay interest upon the whole or any part of the moneys so paid in advance until the amount becomes payable at such rate as the Member paying such sum and the Directors agree upon. Any amount being paid in advance of calls is to be treated as an unsecured loan until a call is due and until that time not included or taken into account in ascertaining the amount of Dividend payable upon the Shares in respect of which such advance has been made. The Directors may at any time repay the amount so advanced upon giving to such Member one month's notice in writing.

EXTINGUISHMENT OF LIABILITY ON CALLS

The Directors may at any time enter into on behalf of the Company contracts with any or all of the Members holding partly paid Shares to extinguish the liability of those Members to pay to the Company any amount unpaid on the Shares held by them provided that such extinguishment of liability is done in accordance with the Listing Rules and the Corporations Act.

TRANSFER OF SHARES

20.1	Participation in CHESS or other System

	Subject to the Applicable Law, the Directors may do anything they consider necessary or desirable and which is permitted under the Corporations Act to facilitate participation by the Company in CHESS or any other computerised or electronic share or security transfer registration or stock market settlement system introduced by, or acceptable to, ASX or the Listing Rules in respect of transfers of, or dealings in, marketable securities. In the event of participation in a computerised or electronic share transfer registration or stock market settlement system other than CHESS, the Company has power, subject to the Corporations Act, to adopt and implement similar measures and procedures for the transfer of Shares or Securities having regard to the applicable rules for such system, mutatis mutandis, as the Company has in relation to CHESS.

20.2	Form of Transfer

Subject to this Constitution, Members may transfer any Shares held by them by:
(a)		a Proper ASTC Transfer or any other method of transferring or dealing in Shares introduced by ASX or operated in accordance with the ASTC Settlement Rules or the Listing Rules and, in such case, recognised under the Corporations Act; or
(b)		an instrument in writing in any usual or common form or in any other form that the Directors, in their absolute discretion, approve from time to time.

20.3	CHESS Transfers

(a)		The Company must comply with all obligations imposed on it under the Applicable Law in respect of a Proper ASTC Transfer or any other transfer of Shares.
(b)		Notwithstanding any other provision of this Constitution, the Company must not prevent, delay or interfere with the registration of a Proper ASTC Transfer or any other transfer of Shares.

20.4	Registration Procedure

	Where an instrument of transfer referred to in Regulation 20.2(b) is used by a Member to transfer Shares, the following provisions apply:
(a)		the instrument of transfer must be executed by, or on behalf of, both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act;
(b)		the instrument of transfer must be left at the registered office of the Company for registration accompanied by the relevant Share certificate (if any) and such other evidence as the Directors may require to prove:
(i)			the title of the transferor; and
(ii)			the transferor's right to transfer the Shares;
(c)		a fee must not be charged on the registration of the transfer; and
(d)		on registration of the transfer, the Company must cancel the old Share certificate (if any).

20.5	Refusal to Register Transfers

(a)		The Directors may refuse to register any transfer of Shares (other than a Proper ASTC Transfer) where:
(i)			the Applicable Law permits the Company to do so;
(ii)			the Applicable Law or any law relating to stamp duty requires the Company to do so; or
(iii)			the transfer is a transfer of Restricted Securities which is, or might be, in breach of the Listing Rules or any escrow agreement entered into by the Company in respect of the Restricted Securities.
(b)		Where the Directors refuse to register a transfer pursuant to Regulation 20.5(a), they must give notice in writing of such refusal (including the reasons for such refusal) to the transferee and the lodging broker (if any) in accordance with the Applicable Law.

20.6	Non Interference With Registration

	Notwithstanding any other provision of this Constitution, the Company must not prevent or interfere with the registration of a transfer of Shares in a manner which is contrary to the Listing Rules or the ASTC Settlement Rules.

20.7	Closure of Register

	Subject to the Listing Rules and the ASTC Settlement Rules, the Register may be closed during such times as the Directors may determine, not exceeding:
(a)		30 days in each calendar year; or
(b)		any one period of more than 5 consecutive Business Days.

20.8	Retention of Transfers

(a)		Subject to the ASTC Settlement Rules, all registered instruments of transfer must be retained by the Company.
(b)		Any instrument of transfer which the Directors decline or refuse to register must be returned to the transferee on demand (except in the case of fraud).

20.9	Powers of Attorney

	Any power of attorney granted by a Member which empowers the grantee to transfer Shares and is lodged, produced or exhibited to the Company or any Officer:
(a)		shall be taken and deemed to continue and remain in full force and effect, as between the Company and the grantor of the power;
(b)		may be acted upon until express notice in writing of:
(i)			its revocation; or
(ii)			the death of the grantor of the power,
	is lodged at the registered office of the Company or at the place where the
	Register is kept.

20.10	Other Securities

	The provisions of this Regulation 20 shall apply, with the necessary alterations, to any other Listed Securities issued by the Company from time to time.

20.11	Compliance With Rules

	Notwithstanding any other provision of this Constitution the Company must comply with the ASTC Settlement Rules and the Listing Rules in relation to all transfers covered by the ASTC Settlement Rules and in relation to all other matters required of it under the ASTC Settlement Rules.

20.12	Transferor Remains Holder Until Registration

	A transferor of Shares remains the registered holder of the Shares until:
(a)		a Proper ASTC Transfer has taken effect in accordance with the ASTC Settlement Rules; or
(b)		the transfer is registered in the name of the transferee and is entered in the Register,
	whichever is the earlier.

20.13	Compliance with ASTC Settlement Rules

The Company shall comply with the ASTC Settlement Rules and the Listing Rules in relation to all matters covered by

those rules.

RESTRICTED SECURITIES

Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules or ASX.

The Company will refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities during the escrow period except as permitted by the Listing Rules or ASX.

During a breach of the Listing Rules relating to Restricted Securities, or a breach of a restriction agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

CANCELLATION OF CERTIFICATES ON TRANSFER

Except in the case of uncertificated holdings, on every application to register the transfer of any Shares or to register any person as a member in respect of any Shares which may have been transmitted to such person by operation of law or otherwise, the certificate specifying the Shares in respect of which such registration is required shall be delivered up to the Company for cancellation, and upon registration a new certificate in similar form specifying the Shares transferred or transmitted shall be delivered to the transferee or transmittee, and, if the registration of any transfer is required in respect of some only of the Shares specified in the certificate delivered up to the Company, a new certificate specifying the Shares remaining untransferred shall be delivered to the transferor.

TITLE OF SHARES ON DEATH OF MEMBER

On the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the legal personal representative of the deceased where the deceased was a sole holder, shall be the only persons recognised by the Company as having any title to the Shares registered in the deceased's name. Nothing herein contained releases the estate of a deceased joint Holder from any liability in respect of any Share which has been jointly held with any other person.

TRANSMISSION OF SHARES

Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member or to a Share of a Member of unsound mind may, upon producing such evidence as the Directors may require that he sustains the character in respect of which he proposes to act, or of his title, and in accordance with Regulation 24.2, elect either to be registered as the Holder of the Share or to have some person nominated as the transferee.

If the person entitled to a Share pursuant to Regulation 24.1 elects to be registered as the holder of the Share, the person may deliver or send to the Company a signed notice in writing stating his election to hold the Share. If the person entitled to the Share elects to have another person registered, the person entitled to the Share shall execute a transfer of the Share to that other person. Subject to the Corporations Act, all the provisions of this Constitution relating to the right to transfer and the registration of transfers of Shares apply to any such notice or transfer as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer executed by that Member.

A person entitled to be registered as a Member in respect of a Share by transmission is, upon the production of such evidence as may be required by the Directors, entitled to the same Dividends and other advantages, and to the same rights (whether in relation to Meetings, or to voting, or otherwise), as the registered Holder would have been. Where 2 or more persons are jointly entitled to any Share in consequence of the death of the registered Holder they are, for the purposes of this Constitution, deemed to be joint Holders of the Share.

The provisions of this Regulation 24 are subject to any provisions of the ASTC Settlement Rules which deal with notification of transmission on death or by operation of law.

THE CHESS SYSTEM

At any time when the Directors consider it to be expedient the Company may participate in the CHESS system in respect of any Securities of the Company which have been granted Official Quotation or in respect of a class or classes of Securities and may at any time withdraw from such participation.

ALTERATION OF CAPITAL

The Company may by Resolution alter its Capital in any manner permitted by law and may in particular:

increase its Capital by the creation of new Shares;

consolidate and divide any or all of its Capital into Shares of fewer number than its existing Shares;

subdivide its Shares or any of them into Shares of greater number than its existing Shares but so that in the subdivision the proportion between the amount paid and the amount unpaid (if any) on each reduced Share is the same as it was in the case of the Share from which the reduced Share is derived. The Resolution whereby any Share is subdivided may determine that as between the Holders of the Shares resulting from such subdivision one or more of such Shares has some preference or special advantage as regards Dividend, Capital, voting or otherwise as compared with others;

cancel Shares which at the date of the passing of the Resolution have not been taken or agreed to be taken by any person or which have been forfeited and reduce the amount of its Capital by the amount of the Shares so cancelled; and

accept a surrender of Shares.

REDUCTION OF SHARE CAPITAL and buy-backs

Subject to the Corporations Act, the Company may reduce its Capital in any way and may purchase its own Shares on such terms and conditions as may be determined by the Directors from time to time and may provide financial assistance for any person or entity to purchase its own Shares on terms as may be determined by the Directors from time to time.

REGISTERED OFFICE

The registered office of the Company shall be at such place in Australia as the Board may from time to time determine.

FORFEITURE

If any Member fails to pay any call or instalment or any money payable under the terms of allotment of a Share on or before the day of appointment for payment of the same, the Directors may at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such Member requiring him to pay the same, together with any interest that may have accrued, and all expenses that may have been incurred by the Company by reason of such non-payment.

The notice will specify a day (not being less than 7 days from the date of the notice) and a place or places, on and at which such call or instalment and such interest and expenses as may have been incurred by the Company by reason of such non-payment, are to be paid. The notice will also state that in the event of non-payment at or before the time and the place appointed, the Shares in respect of which the call was made or the instalment is payable, will be liable to be forfeited. The forfeiture of a Share will include all dividends becoming payable in respect of the forfeited Share and not actually paid prior to the forfeiture.

If the requirements of any notice as aforesaid are not complied with, any Shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect of those Shares, be forfeited by a resolution of the Directors to that effect. Such forfeiture will include all dividends and bonuses becoming payable in respect of the forfeited Shares, and not actually paid prior to the forfeiture.

When any Share has been so forfeited, notice of the resolution will be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture and the date of such forfeiture will forthwith be made in the Register.

Any Shares so forfeited will be deemed to be the property of the Company, and the Directors may hold, sell, re-allot or otherwise dispose of such Shares in such manner as they may think fit.

In the event of any Shares being forfeited and sold, any residue after the satisfaction of the monies due and unpaid in respect of such Shares and accrued interest and expenses, will be paid to the person forfeiting or his representatives or as the person forfeiting or his representatives may direct.

The Company may receive the consideration, if any, given for a forfeited Share on any sale or disposition thereof, and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and he will then be registered as the holder of the Share, and will not be bound to see to the application of the purchase money, if any, nor will his title to the Share be effected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale, or disposal of the Share.

The Directors may, at any time before any Share so forfeited has been sold, re-allotted, or otherwise disposed of, annul the forfeiture upon such conditions as they may think fit.

Any Member or the representative of a deceased Member whose Shares have been forfeited will, notwithstanding, be liable to pay, and will forthwith pay, to the Company all calls, instalments, interest and expenses, owing on or in respect of such shares at the time of the forfeiture, together with interest thereon, from the time of forfeiture until payment, at the rate of 16 per centum per annum and the Directors may enforce the payment of such monies or any part thereof if they think fit, but will not be under any obligation so to do.

The provisions of these Regulations as to forfeiture will apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

SALE OF NON-MARKETABLE PARCELS

In this Regulation 30 the following expressions have the following meanings:

'Marketable Parcel' means the number of Shares which in aggregate constitutes a marketable parcel of shares in the Company within the meaning of the Listing Rules.

'Minority Member' means any member of the Company who from time to time holds less than a Marketable Parcel.

'Notice' means the notice given to Minority Members in accordance with Regulation 30.4.

'Notice Date' means the date of the Notice sent by the Company to a Minority Member advising that the Company intends selling that Minority Member's shares in the Company on his behalf under Regulation 30.

The Company may and hereby is authorised to dispose of the shareholdings of Minority Members in the manner prescribed by this Regulation. Subject to Regulation 30.3, Regulation 30 may be invoked only once in any twelve (12) month period.

Regulation 30 shall cease to have effect following the announcement of a takeover offer or takeover announcement but, notwithstanding Regulation 30.2, the procedure may be started again after the close of the offers made under the takeover offer or takeover announcement.

The Company shall not sell the Shares of a Minority Member unless it has, not less than 42 days prior to the sale, given a Notice to the Minority Member of its intention to dispose of the Minority Member's shareholding.

For the purposes of the sale of Shares under this Regulation, each Minority Member:

appoints the Company as the Minority Member's agent, to sell as soon as practicable after the period ending 42 days after the Notice Date all of the Minority Member's Shares in the ordinary course of trading on the stock market conducted by ASX acting in good faith and to receive the sale consideration on behalf of the Minority Member; and

appoints the Company and each of its Directors from time to time as the Minority Member's attorney in his name and on his behalf to effect all transfers and execute all deeds or other documents or instruments necessary to transfer the Shares from the Minority Member to the transferee.

The transferee of Shares sold pursuant to this Regulation shall not be bound to see to the regularity of proceedings or to the application of the purchase money in respect of the sale of a Minority Member's Shares and after the transferee's name has been entered in the Register in respect of such Shares, the validity of the sale or other disposal shall not be impeached by any person and the remedy of any person aggrieved by the sale or other disposal shall be in damages only and against the Company exclusively. The Company may issue to the transferee such share certificates or other documents as may be required in order to vest title in the transferee. The title of the transferee to Shares sold pursuant to this Regulation shall not be affected by any irregularity or invalidity in connection with the sale or disposal of the shares to the transferee.

The Company shall cancel the share certificates of all Minority Members whose Shares are sold under this Regulation.

If all the shares of two or more Minority Members to whom this Regulation applies are sold to one purchaser the transfer may be effected by one transfer document.

Payment by the Company of any consideration under Regulation 30.11 shall be at the risk of the Minority Member to whom it is sent.

Every Minority Member 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 their shareholding from this Regulation, in which event the provisions of Regulation 30 shall not apply to such Minority Member.

(a) The Company shall receive the consideration (if any) in respect of the sale or disposal of Shares pursuant to this Regulation. The proceeds of any sale or other disposal of Shares pursuant to this Regulation (the 'Sale Consideration') shall be paid to the Minority Member or as he may direct. The Company shall bear all costs as a result of the sale or disposal of Shares pursuant to this Regulation;

(b) The Sale Consideration so received by the Company shall be paid into a bank account opened and maintained by the Company for that purpose only;

(c) The Company shall hold the Sale Consideration so received in trust for a Minority Member whose Shares are sold pursuant to this Regulation pending distribution of the Sale Consideration. The Company shall as soon as practicable after the sale of the Shares of a Minority Member, and to the extent that it may reasonably do so, distribute the Sale Consideration and any interest thereon to such Minority Member entitled thereto; and

(d) Where the Sale Consideration is held in trust by the Company for a Minority Member under this paragraph and has been so held for not less than two years, the Company shall, before the expiration of ten years after the Sale Consideration was received by the Company, pay the money to the Treasurer or other Minister administering any applicable legislation relating to unclaimed moneys.

A certificate in writing under the hand of any two Directors or of any one Director and Secretary of the Company that:

any notice required to be served by or on the Company was or was not served, as the case may be;

any advertisement required to be published was published; and

any resolution of Directors required to be made was made,

shall be sufficient evidence of the facts therein stated as against all persons claiming to be entitled to such Shares and to the right and title of the Company to dispose of the same.

The provisions of this Regulation 30 referring to the issue, cancellation or receipt of share certificates shall not apply to shares the subject of CHESS.

GENERAL MEETINGS

An Annual General Meeting of the Company shall (unless otherwise permitted by the Corporations Act) be held:

at least once in every calendar year, and

within the period of 5 months after the end of its financial year.

General meetings of the Company other than Annual General Meetings are in this Constitution called General Meetings.

The Directors may whenever they think fit convene a General Meeting.

Except as required by the Corporations Act, no Member or Members is entitled to convene or require Directors to convene a General Meeting.

NOTICE OF GENERAL MEETINGS

Subject to the provisions of the Corporations Act not less than 28 days' (or such other number of days prescribed by the Corporations Act) notice (exclusive of the day on which the notice is given or deemed to be given but inclusive of the day for which the meeting is convened) of any General Meeting shall be given in writing to all the Members entitled to receive notices of Meetings in the manner provided in this Constitution.

Every notice of a General Meeting shall specify:

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);

the general nature of the General Meeting's business;

the intention to propose any Special Resolution and the Special Resolution;

if a Member is entitled to appoint a proxy, a statement setting out the following information:

that the Member has a right to appoint a proxy;

that a proxy need not be a member of the Company; and

that a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise;

in the case of an election of Directors the names of the candidates for election; and

a place and facsimile number for the receipt of proxy appointments.

The accidental omission to give notice of any General Meeting to or the non-receipt of any such notice by any of the Members or the Auditors or the Secretary or the ASX or the accidental omission to advertise (if necessary) such meeting shall not invalidate the proceedings at or any Resolution passed at any such Meeting.

CANCELLATION AND POSTPONEMENT OF A GENERAL MEETING

Subject to this Regulation the Directors may, by advertisement published in a newspaper circulating in each capital city of every Australian State or Territory, on or before the day of a proposed General Meeting, cancel a proposed General Meeting convened by them.

Where a proposed General Meeting was requisitioned by Shareholders pursuant to the Corporations Act, that Meeting may only be cancelled by the Directors if a written notice of withdrawal of the requisition signed by the requisitioning Members has been deposited at the Office.

(a) The Directors shall, in addition to publication of advertisements in accordance with this Regulation endeavour to notify each Member of cancellation of a proposed General Meeting by posting a notice to the address of each Member as stated in the Register.

(b) Failure to post such notice to any Member or the non-receipt of such notice by any Member does not affect the validity of the cancellation of the proposed General Meeting.

The Directors may, by advertisement published in a newspaper circulating in each capital city of every Australian State or Territory, on or before the day of a proposed General Meeting, postpone the proposed General Meeting for a period not exceeding 28 days or vary the venue of the proposed General Meeting, but no business may be transacted at any postponed Meeting other than the business stated in the notice to Members of the postponed General Meeting.

(a) The Directors shall, in addition to publication of advertisements in accordance with this Regulation, endeavour to notify each Member of postponement or variation of venue of a proposed General Meeting by posting a notice to the address of each Member as stated in the Register.

(b) Such notice shall include details of the day, time and place on and at which the postponed General Meeting will be held or in the case of variation of venue, details of the new venue.

(c) Failure to post such notice to any Member or the non-receipt of such notice by any Member does not affect the validity of the postponement or variation of venue of the proposed General Meeting.

A proposed General Meeting may not be postponed on more than 2 occasions.

QUORUM AT GENERAL MEETINGS

The following provisions shall take effect with respect to the quorum at General Meetings:

two (2) Members present in person, by proxy, attorney or duly appointed corporate representative under section 250D of the Corporations Act shall be a quorum for a General Meeting.

no business shall be transacted at any Meeting unless the requisite quorum is present at the commencement of the Meeting.

LACK OF QUORUM AT GENERAL MEETINGS

If within 30 minutes after the time appointed for the holding of a General Meeting a quorum is not present the General Meeting, if convened upon the requisition of Members or for the purpose of winding up the Company voluntarily, is dissolved but in any other case it stands adjourned to the same day in the next week (if that day is not a Business Day, then the first Business Day thereafter) at the same time and place or to such other day time and place as the Directors may by notice to the Shareholders appoint. If at such adjourned General Meeting a quorum is not present within 15 minutes from the time appointed for the Meeting the Members present are a quorum.

BUSINESS OF ANNUAL AND GENERAL MEETINGS

The ordinary business of an Annual General Meeting is to receive and consider the annual financial report, the Directors' report and the Auditors' report required by the Corporations Act, to elect Directors, to appoint an Auditor, to fix the Directors' remuneration, to consider the remuneraltion report and to transact any other business which under the Corporations Act or this Constitution ought to be transacted at an Annual General Meeting.

All business that is transacted at an Annual General Meeting other than the ordinary business of an Annual General Meeting as provided in Regulation 36.1, and all business transacted at a General Meeting, shall be deemed 'Special Business'.

No Member is, as regards any Special Business, at liberty to move at any Meeting any Resolution not previously approved by the Directors unless the Member has given notice in writing of the intention to move such Resolution at such Meeting by leaving such notice and a signed copy of the Resolution at the Office not less than 2 months prior to the date of such Meeting whereupon the Secretary shall forthwith notify the Members thereof if the notice convening the Meeting has then been despatched but otherwise notice thereof shall be included with the notice convening the Meeting.

CHAIRPERSON OF GENERAL MEETING

The Chairperson or in his absence the deputy Chairperson (if any) shall be entitled to take the chair at every General Meeting. If there be no Chairperson or deputy Chairperson, or if at any General Meeting, he is not present within 15 minutes after the time appointed for holding such meeting, or is unwilling to act, the Directors present may choose one of their number (or such other person as they may select) as a Chairperson and in default of their doing so, the Members present may choose one of the Directors to be Chairperson, and if no Director present is willing to take the chair, the Members shall choose one of their number to be Chairperson.

ADJOURNMENT

The Chairperson of the Meeting may, with the consent of the Meeting, adjourn the same from time to time and from place to place. No business may be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place. If any Meeting is adjourned for more than 30 days, then notice of such adjournment shall be given to all the Members entitled to receive notices of General Meetings but otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned Meeting. If notice of adjournment is hereby required the notice shall be of the same duration and it shall be given in the same manner as notice of the original Meeting was required to be given.

DISRUPTION AND TERMINATION OF MEETING

If any General Meeting becomes so unruly or disorderly, whether or not accompanied by any violence or threats of violence, that in the opinion of the Chairperson the business of the Meeting cannot be conducted in a proper and orderly manner, the Chairperson may in his sole and absolute discretion and without giving any reason therefor either adjourn or terminate the Meeting or if any General Meeting is, in the opinion of the Chairperson, unduly protracted, the Chairperson may in his sole and absolute discretion and without giving any reason therefor adjourn the meeting.

If any General Meeting is terminated by the Chairperson pursuant to Regulation 39.1, the Chairperson shall put any items of business uncompleted at the Meeting of which notice was given in the notice convening the Meeting and which required a vote thereon, to the vote by poll either without discussion then and there or at such other time and in such manner as the Chairperson directs. The results of any such poll on each such item of business as notified to the Chairperson by the scrutineers is deemed for all purposes to be Resolutions of the Meeting and be recorded in the minutes thereof accordingly.

ENTITLEMENT TO VOTE AT GENERAL MEETINGS

Subject to any rights or restrictions for the time being attached to any Shares, votes may be given either personally or by proxy or by attorney under power or in the case of a corporation by its duly authorised representative. No person is entitled to vote unless he is a Member and present in person or by proxy or attorney or is the duly authorised representative of a corporation which is a Member.

Subject to the rights or restrictions attached to any Shares, on a show of hands every Member present in person or by proxy or attorney or by duly authorised representative has one vote.

(a) Where a person present at a general meeting represents personally or by proxy, attorney or representative more than one member on a show of hands the person is entitled to one vote only despite the number of members the person represents.

(b) Where a member appoints two proxies or attorneys to vote in respect of shares held by the member and both are in attendance:

(i) on a show of hands, only the first person named in the instrument appointing the proxies or attorneys or, if they are named in separate instruments, the person whose name is earlier in alphabetical sequence, may vote; and

(ii) on a poll, each proxy or attorney may only exercise votes in respect of those shares for which the proxy or attorney has been validly appointed proxy or attorney or if the instrument appointing the proxies or attorneys does not specify the proportion or number of Member's votes each proxy or attorney may exercise, each proxy or attorney may exercise half the Member's votes. Any fractions of votes resulting from the application of this Regulation are to be disregarded.

Subject to Regulation 40.3(b)(ii), on a poll every Member present in person or by proxy or attorney or by duly authorised representative has one vote for every fully paid Share and a fraction of a vote for every partly paid share. The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited). Amounts paid in advance of a call are ignored when calculating the proportion.

Notwithstanding anything express or implied in this Constitution a Member is not entitled to vote the Member's Shares at a General Meeting unless all calls payable in respect of those Shares have been paid.

(a) If two or more persons are registered as joint holders of any hare, one only of such holders shall be entitled to vote at a meeting either personally or by proxy, attorney or Company Representative in respect of such share as if he were solely entitled to it.

(b) If more than one of such joint holders is present at any meeting personally or by proxy, attorney or Company Representative and seeks to vote, then that one of the holders so present whose name stands first on the Register and no other shall be entitled to vote in respect of such share.

(c) Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this Regulation be deemed joint holders of such share.

Any person entitled under Regulation 24.1 to take a transfer of any Shares may vote at any Meeting in respect thereof in the same manner as if he were the registered Holder of such Shares provided that at least 48 hours before the time of the Meeting or adjourned Meeting as the case may be at which he proposes to vote he shall satisfy the Directors of his right to take a transfer of such Shares unless the Directors have admitted his right to vote at such Meeting.

DECISION ON QUESTIONS AT A GENERAL MEETING

Every question submitted to a General Meeting shall be decided by a show of hands unless a poll (before a vote is taken or before or immediately after the declaration of the result of the show of hands) is demanded by:

the Chairperson;

at least 5 Members present having the right to vote at the Meeting; or

any Member or Members present in person or otherwise representing not less than 5% of the total voting rights of all the Members having the right to vote on the Resolution.

At any General Meeting (unless a poll is demanded as aforesaid) a declaration by the Chairperson that a Resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry in the book of minutes of proceedings of the Company signed by the Chairperson of that or the next succeeding Meeting is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such Resolution.

TAKING A POLL

If a poll is demanded it shall be taken in such manner and either by ballot or otherwise and at such time and at such place as the Chairperson of the Meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll is the Resolution of the Meeting at which the poll was demanded.

If a poll is held after an adjournment, the Chairperson of the Meeting may direct that the time allowed for the lodgement of proxies and powers of attorney be extended until such time as he directs for the purpose of allowing votes to be cast on the poll.

No poll may be demanded on the election of a Chairperson of a Meeting and a poll demanded on any question of adjournment shall be taken at the Meeting and without an adjournment.

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.

The demand for a poll may be withdrawn.

CASTING VOTE OF CHAIRPERSON

In the case of an equality of votes the Chairperson of the Meeting may on a show of hands and on a poll have a casting vote in addition to his deliberative vote (if any).

VALIDITY OF VOTES

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.

The Chairperson of any Meeting is the sole judge of the validity of every vote tendered and the Chairperson's determination is final and conclusive.

VOTES BY PROXY

(a)	Any Member may appoint not more than 2 proxies to vote on his behalf.
(b)	A proxy need not be a Member of the Company.
(c)	Where a Member appoints 2 proxies, each proxy may be appointed to represent a specified proportion or number of the Member's voting rights. Any fractions of votes resulting from the application of this Regulation are to be disregarded.

A vote given or act done in accordance with the terms of an instrument of proxy or power of attorney is valid notwithstanding the previous death of the principal or revocation of the proxy or power of attorney in respect to which the vote is given or act done provided no duly authenticated intimation in writing of the death or revocation has been received at the Office before the vote is given or act done.

A proxy may be revoked at any time by notice in writing to the Company.

INSTRUMENT APPOINTING A PROXY

The instrument appointing a proxy (and the power of attorney (if any) under which it is signed or a certified copy thereof) shall be deposited at the Office, or any other place notified in the notice of meeting, not less than 48 hours before the Meeting or adjourned Meeting as the case may be at which the person named in such instrument proposes to vote.

An instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation under its common seal or the hand of its attorney or officer duly authorised. The instrument appointing a proxy is deemed to confer authority to vote on a show of hands, to demand or join in demanding a poll and to vote on an adjournment of a Meeting.

A proxy may only be for a single Meeting and any postponement or adjournment thereof and each proxy shall specify the day upon which the Meeting at which it is intended to be used is to be held and be available only at the Meeting so specified.

An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular Resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the Resolution except as specified in the instrument. If a proxy has two or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands.

Every instrument of proxy shall be in the form determined by the Directors from time to time and may make provision for the Chairperson of the Meeting to act as proxy in the absence of any other appointment or if the person or persons nominated fails or all fail to attend.

NUMBER OF DIRECTORS

The number of Directors shall be not less than three (3) nor more than ten (10).

The Company in General Meeting may increase or reduce the number of persons who may be appointed Directors but the minimum shall not be reduced below three (3).

If at any time the number of Directors falls below three (3), the continuing or surviving Directors may act in cases of emergencies or for the purpose of increasing the number of Directors to that minimum number or of calling a General Meeting of the Company but for no other purpose.

If at anytime 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 General Meeting for the purpose of electing a Board of Directors. Any Directors so elected will hold office until the next Annual General Meeting.

DIRECTORS SHARE QUALIFICATION

There is no share qualification for any Director.

CASUAL VACANCIES OF DIRECTORS

The Directors may at any time appoint any person as a Director either to fill a casual vacancy or as an additional Director.

Any Director, other than a Managing Director, appointed under Regulation 49.1 holds office only until the conclusion of the next General Meeting of the Company and is eligible for re-election at that meeting but if that General Meeting is an Annual General Meeting such Director shall not be taken into account in determination of the number of Directors who are to retire by rotation at such Meeting and shall not be regarded as a Director retiring by rotation at such Meeting.

DIRECTORS' RETIREMENT BY ROTATION AND FILLING OF VACATED OFFICES

At every Annual General Meeting one-third of the Directors (subject to Regulation 54.2) or if their number is not a whole multiple of three (3) then the number nearest to but not exceeding one-third shall retire from office provided that no Director (except a Managing Director) may retain office without re-election for more than three (3) years or until the third Annual General Meeting following his appointment, whichever is the longer, without submitting himself for re-election. A retiring Director shall act as a Director throughout the meeting at which he retires. An election of directors shall take place each year.

In every year the Director or Directors to retire will be the one-third (or if their number is not a multiple of 3, the nearest one third- rouinded upwards in case of doubt) who have been longest in office since their last election. As between two (2) or more directors who have been in office an equal length of time since their last election the Director or Directors to retire shall in default of agreement between them be determined by lot. A retiring Director is eligible for re-election. A managing director is not required to retire under this regulation.

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.

No person except a Director retiring by rotation, a Director appointed by virtue of Regulation 49 or a person recommended by the Directors for election is eligible for election to the office of Director at any General Meeting unless he or some Member intending to propose him has at least 35 Business Days before the meeting left at the Office a notice in writing duly signed by the nominee giving his consent to nomination and signifying his candidature for the office or the intention of such Member to propose him. Notice of each and every candidature shall be forwarded to all Members at least 28 days prior to the meeting at which an election is to take place.

Any Director may retire from office upon giving notice in writing to the Company of his intention to do so and such resignation takes effect upon the expiration of the notice or its earlier acceptance.

No Auditor or partner or employee or employer of an Auditor shall be capable of being appointed a Director.

REMOVAL OF DIRECTORS

Subject to the provisions of the Corporations Act, the Company may by Resolution passed at any General Meeting remove any Director before the expiration of his period of office and appoint another person in his stead. The person so appointed holds office during such time only as the Director in whose place he is appointed would have held office.

VACATION OF OFFICE OF DIRECTORS

In addition to the circumstances in which the office of Director becomes vacant by virtue of the Corporations Act the office of Director is ipso facto vacated if the Director:

becomes bankrupt or suspends payment or compounds with or assigns his estate for the benefit of his creditors;

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;

is removed from office pursuant to this Constitution;

absents himself from the meetings of Directors for a continuous period of 6 months without special leave of absence from the Directors and the Directors thereupon declare his seat to be vacant;

fails to pay any call due on any Shares held by him for the space of one month or such further time as the Directors may allow after the time when the call shall have been made;

resigns his office by notice in writing to the Company addressed to it at the Office (and such registration is accepted or is not withdrawn within 1 month);

refuses to act;

is convicted of any felony; or

ceases to be, or becomes prohibited from being, a Director by virtue of the Corporations Act or any order made under the Corporations Act.

No proceedings of the Board will be invalidated by reason of any Director taking part or concurring therein being then disqualified until an entry is made in the minutes of the Board of the Director's office having been so vacated.

Any Director whose office becomes so vacant will be eligible for immediate re-election provided that the disqualifying conditions may be dispensed with, altered, varied or modified by a Special Resolution.

ALTERNATE DIRECTORS

Each Director has power to appoint any person approved for that purpose by a majority of his co-Directors to act as an Alternate Director in his place.

Upon the appointment of an Alternate Director taking effect, such appointment shall constitute the person so appointed an Alternate Director for each Director appointing him and he shall be as competent to exercise to the extent herein provided the directorial functions of each Director by whom he was appointed (in addition to his own functions if he is himself a Director) as if each such Director had appointed different persons to act as their Alternate Directors. The presence of an Alternate Director at any meeting shall for all purposes be counted as the presence of each of the Directors appointing him (in addition to his own presence if he is himself a Director).

The following provisions shall apply to each Alternate Director:

notice of meetings of the Board convened while he continues in office shall be deemed due notice to both the Alternate Director and the Director appointing him if given to either of them;

so far as is consistent with the duration and nature of his appointment and subject to contrary provisions of this Constitution he shall be entitled to attend and vote at any meeting of the Board in the place of the Director by whom he was appointed if such Director is not present thereat;

he may, whether at meetings of the Board or otherwise, exercise all the powers (except the power to appoint an Alternate) of the Director by whom he was appointed insofar as such Director has not exercised them;

he shall, whether at such meetings or otherwise, perform, observe and discharge all the directorial functions of the Director by whom he was appointed insofar as such Director has not performed them;

where the subject or context does not otherwise require, the word 'Director' where appearing in this Constitution shall be deemed to include an Alternate Director;

he shall not be entitled to receive any remuneration from the Company as a Director but the Director by whom he was appointed shall be entitled to such remuneration as he would have received if he had personally performed the functions performed by such Alternate Director;

he shall while acting as an Alternate Director be responsible to the Company for his own acts and defaults and shall not be deemed to be the agent of the Director by whom he was appointed;

he may be removed or suspended from office by notice to the Company in writing duly executed by the Director by whom he was appointed;

he shall ipso facto vacate office if disqualified under the provisions of this Constitution or if the Director by whom he was appointed dies or otherwise vacates office;

he may at any time be suspended or removed as an Alternate Director by Resolution of the Directors provided the Directors give the Director by whom he was appointed reasonable notice of their intention so to do;

he shall not be entitled to act as Chairperson of the Board or of a committee in place of the Director by whom he is appointed, but may be chosen as the Chairperson of a meeting of the Board or of a committee or of a General Meeting of the Company pursuant to the provisions of this Constitution.

A Director or any other person may act as Alternate Director to represent more than one Director.

MANAGING DIRECTOR

The Directors may from time to time appoint one of their body to be Managing Director of the Company and define, limit and restrict his powers and fix his remuneration (subject to compliance with the Corporations Act) and duties and may (subject to the provisions of any contract between him and the Company) remove him from office as Managing Director and appoint another in his place. A Director who is removed from his office as Managing Director or otherwise ceases to be a Managing Director will continue to be a Director.

A Managing Director is not, while he continues to hold that office, subject to retirement by rotation and he is not taken into account in determining the retirement by rotation of Directors but he is subject to the provisions of any contract between him and the Company and to this Constitution subject to the same provisions as to resignation disqualification and removal as the other Directors and if he ceases to hold the office of Director from any cause he immediately ceases to be a Managing Director.

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.

REMUNERATION OF DIRECTORS

The Directors may be paid out of the funds of the Company, as remuneration for their ordinary services as Directors (but not including any services as executive directors) such sum as may be determined by the Company in General Meeting (subject to compliance with the Corporations Act). Such remuneration, in the case of non-Executive Directors, shall be by a fixed sum and not by a commission on or percentage of the operating revenue of the Company or its profits. The sum so fixed may be divided amongst the Directors in such proportion and manner as they may from time to time agree, or in default of agreement, equally and may be shared in a manner which attributes any additional share of such remuneration to directors serving on specified sub-committees.

Subject to the provisions of any contract between the Company and a Managing Director the remuneration of an Executive Director may from time to time be fixed by the Directors and may be by way of fixed salary but not be by way of commission on or percentage of operating revenue of the Company and unless otherwise determined by the Company in General Meeting may be in addition to any remuneration which he may receive as a Director of the Company.

The Directors may also be paid their travelling and other expenses incurred in connection with their attendance at Board meetings and otherwise in the execution of their duties as Directors. A Director is also entitled to be reimbursed for any reasonable expenses incurred by such Director in obtaining separate independent legal advice in connection to his or her duties and responsibilities as a Director of the Company.

Any 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 ordinary duties or to go or reside abroad or otherwise for any of the purposes of the Company may be remunerated either by a fixed sum or a salary as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his share in the remuneration provided above.

In the event of a proposal to increase the remuneration of the Directors for their ordinary services the notice calling the General Meeting at which such increase is to be proposed shall state the amount of the proposed increase and the maximum sum that may be paid.

The remuneration of each Director for his ordinary services accrues from day to day and is apportionable accordingly. A Resolution of Directors cancelling suspending reducing or postponing payment of such remuneration or any part thereof binds all the Directors for the time being.

DIRECTORS' REMUNERATION ON RETIREMENT OR DEATH

Upon a Director ceasing or at any time after his ceasing whether by retirement or otherwise to hold that office, the Directors may pay to the former Director, or in the case of his death to the former Director's spouse (including a person who although not legally married to the former Director lived with this Director on a genuine domestic basis as the Director's husband or wife), legal personal representatives, or to his dependants or any of them a gratuity or pension or allowance or lump sum payment in respect of past services of such Director, including any superannuation, retiring allowance, superannuation gratuity or similar payment, of an amount not exceeding the amount permitted by the Corporations Act or the Listing Rules. The Company may contract with any Director other than an Executive Director to secure payment of any such sum to him, to his legal personal representatives or to his dependants or any of them.

A determination made by the Directors in good faith that a person is or was at the time of the death of such Director a dependant of such Director is conclusive for all purposes of Regulation 56.1.

REGULATION OF PROCEEDINGS OF DIRECTORS

The Directors may meet together for the despatch of business and adjourn and otherwise regulate their Meetings as they see fit.

QUORUM OF DIRECTORS

A quorum of Directors is two (2) or such other number as determined by the Directors from time to time.

The Chairperson at a meeting at which only two (2) Directors are competent to vote on the question at issue, shall not have a casting vote.

CONVENING AND NOTICE OF MEETINGS

A Director may at any time and the Secretary upon the request of a Director shall convene a Meeting of the Directors.

Unless the Directors otherwise unanimously agree, at least 48 hours notice must be given of every Directors' Meeting. Notice may be given by pre-paid post, telephone, telex, telegram, facsimile, electronic mail or other similar means of communication to each Director at his notified address for receipt of notices. Non-receipt of any notice of a Meeting of Directors by a Director does not affect the validity of the convening of the Meeting.

MEETINGS OF DIRECTORS BY INSTANTANEOUS COMMUNICATION DEVICE

For the purposes of this Constitution, the contemporaneous linking together by Instantaneous Communication Device of a number of consenting Directors not less than the quorum, whether or not any one or more of the Directors is out of Australia, is deemed to constitute a meeting of the Directors and all the provisions of this Constitution as to the meetings of the Directors shall apply to such meetings held by Instantaneous Communication Device so long as the following conditions are met:

All the Directors for the time being entitled to receive notice of the Meeting of Directors (including any alternate for any Director) 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 any such Meeting may be given on the Instantaneous Communication Device or in any other manner permitted by this Constitution;

At the commencement of the Meeting each of the Directors taking part in the Meeting by Instantaneous Communication Device are able to hear each of the other Directors taking part;

At the commencement of the Meeting each Director shall acknowledge his presence for the purpose of a Meeting of the Directors of the Company to all the other Directors taking part.

A Director shall not leave the Meeting by disconnecting his Instantaneous Communication Device unless he has previously obtained the expressed consent of the Chairperson of the Meeting. A Director is conclusively presumed to have been present and to have formed part of the quorum at all times during the Meeting by Instantaneous Communication Device unless he has previously obtained the expressed consent of the Chairperson of the Meeting to leave the meeting.

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 Chairperson of the Meeting and by another Director or the Secretary.

WRITTEN RESOLUTIONS OF DIRECTORS

A Resolution in writing signed by all the Directors or their respective alternate Directors, except those Directors who expressly indicate their abstention in writing to the Company and those who would not be permitted, by virtue of section 195 of the Corporations Act, together with their respective alternates, to vote were the resolution to be put to a meeting of the Directors, shall be as valid and effective as if it had been passed at a meeting of the Directors duly convened and held. Any such Resolution may consist of several documents in like form each signed by one or more Directors. Any Resolution shall be effective from the date the last of the relevant Directors have signed the Resolution. Every Resolution so signed shall be as soon as practicable entered into the books provided for the purpose of recording, inter alia, Resolutions of Directors. A telex, telegram, facsimile, e-mail or such similar means of communication addressed to or received by the Company and purporting to be signed by a Director is for the purpose of this Regulation deemed to be writing signed by such Director.

VOTING AT DIRECTORS MEETING

Questions and resolutions arising at any meeting of the Directors shall be decided by a majority of votes and each Director has one vote. A person who is an Alternate Director is entitled (in addition to his own vote if he is a Director) to one vote on behalf of each Director whom he represents as an Alternate Director at the meeting and who is not personally present. If there is an equality of votes on any question or resolution, the Chairperson, if he is entitled to vote on the question or resolution, may exercise a casting vote in addition to any other vote he may have, except where two (2) Directors constitute a quorum and there are only two (2) Directors present at the Meeting or only two (2) Directors are eligible to vote on that question or resolution.

POWERS OF MEETING OF DIRECTORS

A Meeting of the Directors at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercised by the Directors generally or by or under this Constitution.

CHAIRPERSON OF DIRECTORS

The Directors shall from time to time elect a Chairperson of their Meetings. If no Chairperson is elected or if at any Meeting the Chairperson is not present within half an hour of the time appointed for holding the same the Directors present may choose one of their number to be Chairperson of such meeting. The Directors may from time to time appoint a deputy Chairperson who in the absence of the Chairperson at a meeting of the Directors may exercise all the power and authorities of the Chairperson.

VALIDATION of ACTS OF DIRECTORS WHERE DEFECT IN APPOINTMENT

All acts done at any Meeting of Directors or of a committee of Directors or by any person acting as a Director or by any person purporting to act as an attorney under power of the Company, notwithstanding that it is afterwards be discovered that there was some defect in the appointment or continuance in office of such Director or person or attorney acting as aforesaid or that they or any of them were disqualified or were not entitled to vote, are as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Director or attorney and was entitled to vote.

DIRECTORS' CONTRACTS WITH THE COMPANY

No Director is disqualified by his office from holding any other office or place of profit under the Company or any of its subsidiary companies or under any company in which the Company is or becomes a shareholder or is otherwise interested or from contracting or arranging with the Company or any other such company as aforesaid either as vendor, purchaser or otherwise howsoever nor is any such contract 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 to be avoided nor is the Director so contracting or being so interested 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 Director holding that office or of the fiduciary relationship between the Director and the Company.

A Director of the Company may be or become a director or other officer of, or otherwise interested in, any corporation promoted by the Company or in which the Company may be interested as shareholder or otherwise, or which holds any Shares in the Company, and no such Director is accountable to the Company for any remuneration or other benefits received by him as a director or officer, or from his interest in, such corporation. The Directors may exercise the voting power conferred by the shares or other interest in any such other corporation held or owned by the Company, or exercisable by them as Directors of such other corporation in such manner in all respects as they think fit (including the exercise in favour of any Resolution appointing themselves or any of them directors or other officers of such corporation) and any Director may vote in favour of the exercise of such voting rights in manner aforesaid, notwithstanding that he may be, or be about to be, appointed a director or other officer of such corporation and as such is or may become interested in the exercise of such voting rights in manner aforesaid.

The Company must (in accordance with the Listing Rules) forthwith advise the Company Announcements Office of ASX of any interest the Director may have in any material contract to which the Company is a party or in which the Company also has an interest.

GENERAL POWERS OF DIRECTORS

Subject to the Corporations Act and to any other provisions of this Constitution, the management and control of the business of the Company is vested in the Directors who may exercise all such powers of the Company as are not hereby or by the Corporations Act required to be exercised by the Company in General Meeting. Notwithstanding anything express or implied in this Constitution the Directors may cancel or postpone a meeting of Shareholders but no Regulation made or Resolution passed by the Company in General Meeting invalidates any prior act of the Directors which would have been valid if that Regulation or Resolution had not been made or passed.

BORROWING POWERS OF DIRECTORS

The Directors have power to raise or borrow any sum or sums of money and to secure the payment or repayment of such moneys and any other obligation or liability of the Company in such manner and on such terms and conditions in all respects as they think fit whether upon the security of any mortgage or by the issue of debentures or debenture stock of the Company charged upon all or any of the property of the Company (both present and future) including its goodwill, undertaking and uncalled Capital for the time being or upon bills of exchange, promissory notes or other obligations or otherwise.

Without limiting the generality of the foregoing, it is expressly declared that the Directors have power to make such loans to and to provide such guarantees and security for obligations undertaken by Directors of the Company as may be permitted by the Corporations Act or by Resolution of the Company in accordance with the Corporations Act but not otherwise.

All cheques, promissory notes, drafts bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors determine.

DELEGATION OF DIRECTORS POWERS

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 exercisable by the Directors under this Constitution) and for such period and subject to such conditions as they may think fit and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers authorities and discretions vested in him.

The Directors may from time to time confer upon any Director for the time being or such other person as they may select such of the powers exercisable under this Constitution by the Directors as they may think fit for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer restrictions as they think expedient; and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke withdraw alter or vary all or any of such powers.

DELEGATION OF POWERS TO COMMITTEES

The Board may by Resolution or by power of attorney or writing under Seal, delegate any of its powers to committees consisting of such Directors or Members or persons as the Directors think fit to act either in Australia or elsewhere. Any committee so formed or person or persons so appointed shall, in the exercise of the power so delegated, conform to any regulations that may from time to time be imposed by the Directors.

The meetings and proceedings of any committee are governed by the provisions in this Constitution regulating the meetings and proceedings of the Directors so far as the same are applicable.

VALIDATION OF IRREGULAR ACTS

Notwithstanding anything contained in this Constitution if it be found that some formality required by this Constitution to be done (other than a matter required to be done to comply with the Listing Rules) has been inadvertently omitted or has not been carried out such omission does not invalidate any Resolution act matter or thing which but for such omission would have been valid unless it is proved to the satisfaction of the Directors or a majority of them that such omission has directly prejudiced any Member financially. The decision of the Directors is conclusive, final and binding on all Members.

SECRETARY

One or more Secretaries of the Company shall, in accordance with the Corporations Act be appointed by the Directors on such terms and conditions, as to remuneration and otherwise as the Directors think fit.

The Directors may, at any time, appoint a person as an acting Secretary or as a temporary substitute for the Secretary. The person so appointed shall, for the purpose of this Constitution, be deemed to be the Secretary.

A Secretary's appointment may be terminated at any time by the Directors.

Anything required or authorised to be done by or in relation to the Secretary, may, if the office is vacant or for any other reason the Secretary is not capable of acting:

be done by or in relation to any assistant or deputy Secretary; or

if there is no assistant or deputy Secretary capable of acting, by or in relation to any officer of the Company authorised generally or specially in that behalf by the Directors.

A provision requiring or authorising a thing to be done by or in relation to a Director and the Secretary shall not be satisfied by its being done by or in relation to the same person acting both as a Director and as, or in place of, the Secretary.

The Secretary shall unless otherwise determined by the Directors be the Public Officer of the Company and shall in that capacity and on behalf of the Company supply all returns and do all acts and things which by any transaction statute or regulation for the time being in force may be required by the Company or the Public Officer thereof.

MINUTES

The Directors shall cause minutes to be duly entered in books provided for the purpose of recording:

all appointments of Directors and Secretaries;

the names of the Directors present at each Meeting of the Directors and Committees;

all orders Resolutions and proceedings of General Meetings and of Meeting of the Directors and Committees; and

such matters as are required by the Corporations Act to be contained therein.

Any minutes referred to in Regulation 73.1, if purporting to be signed by any person purporting to be the Chairperson of such Meeting or to be the Chairperson of the next succeeding Meeting, may be received in evidence without any further proof as sufficient evidence that:

the matters and things recorded by or appearing in such minutes actually took place or happened as recorded or appearing; and

of the regularity thereof in all respects; and

that the same took place at a Meeting duly convened and held.

AFFIXATION OF COMMON SEAL

The Directors may, if they consider it desirable, determine that the Company is to adopt a common seal and if they do so determine the Directors shall provide for the safe custody of the Seal. The Seal shall never be used except by the authority of the Directors or of a committee thereof previously given and in the presence of one Director at the least, who shall sign every instrument to which the Seal is affixed and every such instrument shall be countersigned by the Secretary or another Director or such other person as the Directors may appoint for that purpose provided that the Directors may delegate to the Managing Director or any other Director power and authority to affix the Seal to such documents as the Directors may from time to time by Resolution determine and when so affixed and signed by the Managing Director or such other Director, is binding on the Company in all respects as if it were duly executed by one Director and countersigned as aforesaid.

The signature of any Director, Secretary or other person as aforesaid and the Share Seal may be affixed by some mechanical means to certificates which have first been approved for sealing by the Transfer Auditor or other person appointed for that purpose by the Company and bear evidence of such approval.

DUPLICATE SEAL

The Company may adopt a duplicate Seal to be known as the Share Seal which is a facsimile of the Seal with the addition on its face of the words 'Share Seal' or 'Certificate Seal'. Any certificate may be issued under such a duplicate Seal and if so issued is deemed to be sealed with the Seal of the Company.

For the purposes of the Regulations 74.2 and 75.1, 'certificate' means a certificate in respect of Shares, debentures, certificates of debentures or any certificate or other document evidencing any options or rights to take up Shares or other interests in the Company.

DIVIDENDS

The Directors may from time to time determine that a Dividend is payable to the Members entitled thereto and may fix the time for payment of any Dividend.

The determination of the Directors as to the amount of the net profits of the Company will be conclusive.

The Directors may from time to time determine that such interim Dividends are payable to the Members entitled thereto as appear to the Directors to be justified by the profits of the Company.

No Dividend may be paid otherwise than out of profits nor bear interest against the Company. However, it will not be necessary to recoup trading losses in respect of past years or capital losses before determining that a dividend is payable.

ENTITLEMENT TO DIVIDENDS

All Dividends and interest belongs and shall 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 becomes payable or at the date on which such interest is payable respectively, or at such other date as the Directors may determine, notwithstanding any subsequent transfer or transmission of Shares.

Subject to the rights of persons (if any) entitled to Shares with special rights as to Dividends, all Dividends shall be paid to Members according to the amounts paid (not credited) on the Shares as a proportion of the total amount paid and payable (excluding amounts credited) on the Shares. However, no amount paid or credited as paid on a Share in advance of calls is treated for the purpose of this Regulation as paid on the Share. In relation to partly paid Shares, all Dividends shall be apportioned and paid proportionately to the amounts paid (not credited) on the Shares during any portion or portions of the period in respect of which the Dividend is paid but if any Share is issued on terms providing that it ranks for Dividend as from a particular date that Share ranks for Dividend accordingly.

Notwithstanding Regulation 77.1 the Directors may retain the Dividends payable on Shares:

in respect of which any person is under Regulation 24 entitled to become a Member or which any person is under that Regulation entitled to transfer until such person becomes a Member in respect of such Shares or duly transfer such Shares; or

in respect of which there are any unpaid calls.

PAYMENT OF DIVIDENDS

Any Dividend interest or other money payable in cash in respect of Shares may be paid by such method as determined by the directors from time to time including by cheque sent through the post directed to the registered address of the Holder or in the case of joint Holders to the registered address of that one of the joint Holders who is first named on the Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque shall be made payable to the person to whom it is sent and may be made payable to bearer. Anyone of 2 or more joint Holders may give effectual receipts for any Dividends or other money payable in respect of the Shares held by them as joint Holders.

The Directors, when determining that a Dividend is payable, 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 him and so that the call be made payable at the same time as the Dividend and the Dividend may if so arranged between the Company and the Member be set off against the call.

The Directors may deduct from any Dividend payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the Shares of the Company.

DISTRIBUTION OF DIVIDEND IN KIND

The Directors when determining that a Dividend is payable may direct payment of such Dividend wholly or partly by the distribution of specific assets and in particular of paid up Shares, debentures or debenture stock of the Company or any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution the Directors may settle the same as they think expedient and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors.

SHAREHOLDERS OPTION TO RECEIVE SHARES RATHER THAN DIVIDEND

The Directors may from time to time grant to Members or any class of Members or to the Holders of any convertible notes, debentures or unsecured notes of the Company the right upon such terms and conditions as the Directors may determine to elect to receive shares in lieu of Dividends or to re-invest all or part of the Dividends, interest or any other moneys (as the case may be) paid by the Company in respect of any such holdings in subscribing for Shares of the same class in the Capital or in subscribing for convertible notes, debentures, unsecured notes or any other securities issued or to be issued by the Company and for any such purposes may implement and maintain on such terms and conditions as they may determine from time to time any scheme or plan for such issue of shares or reinvestment.

UNCLAIMED DIVIDENDS

Subject to the provisions of the Unclaimed Moneys Act 1990 (WA), the Corporations Act and any other relevant legislation, all Dividends unclaimed for one year after having become payable may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

RESERVES

The Directors may before determining that any Dividend is payable set aside out of the profits of the Company such sums as they think proper as reserves which shall at the discretion of the Directors be applicable for any purpose to which the profits of the Company may be properly applied and pending any such application may at the like discretion either be employed in the business of the Company or be invested in such investments (other than Shares in the Company) as the Directors may from time to time think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

CAPITALISATION OF PROFITS

The Directors may 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 distribution to Members, and that that sum be applied for the benefit of Members in the proportions to which those Members would have been entitled in a distribution of that sum by way of Dividend, subject to the rights of persons (if any) entitled to shares with special rights as to dividends, and such distribution or payment shall be accepted by such Members in full satisfaction of their interests in the said capitalised sum.

The Directors shall do all things necessary to give effect to the Resolution to capitalise any sum and in particular to the extent necessary to adjust the rights of the Members among themselves, may:

issue fractional certificates or make cash payments in cases where Shares or debentures become issuable in fractions;

fix the value for distribution of any specific assets or any part in fractions;

fix the value for distribution of any specific assets or any part thereof;

determine that cash payments may be made to any Members upon the footing of the value so fixed or that fractions of less value than 50 cents may be disregarded in order to adjust rights of all parties;

vest any such cash or specific assets in trustees upon trusts for the persons entitled to the Dividend or capitalised fund; and

authorise any person to make, on behalf of the Members entitled to any further Shares or debentures upon the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further Shares or debentures or for the payment by the Company on their behalf of the amounts remaining unpaid on their existing Shares by the application of their respective proportions of the sum resolved to be capitalised, and any agreement made under such an authority is effective and binding on all the Members concerned.

INSPECTION OF RECORDS

The Directors may determine whether and to what extent and at what times and places and under what conditions the accounting records and other documents and records of the Company or any of them are open to the inspection of the Members not being Directors and no Member other than a Director has any right of inspecting any account or book or document of the Company except as provided by law or authorised by the Directors or by the Company in General Meeting.

No Member is entitled to require or receive any information concerning the Company's business, trading or customers, or any trade secret or secret process of or used by the Company, beyond such information as to the accounts and business of the Company as is by these presents or by the Corporations Act directed to be laid before the Company in General Meeting. No Member is entitled to inspect any books, papers, correspondence, or documents of the Company, except so far as such inspection is expressly authorised by the Corporations Act.

NOTICES

Subject to this Constitution a notice may be served by the Company upon any Member either personally or by sending it by post addressed to such Member at the address entered in the Register or the address, facsimile number or electronic address supplied by him for the giving of notices to him or in any other way allowed under the Corporations Act.

Any notice of meeting and other communications relating to a meeting of Members which Members are entitled to receive must also be given to the Auditor.

It shall not be necessary to give notice of meetings to any person entitled to a Share by transmission unless such person shall have been duly registered as a Member of the Company.

A notice may be given by the Company to the joint Holders of a Share by giving the notice to the joint Holder first named in the register of Members in respect of the Share.

Where a notice is sent by post service of the notice is deemed to be effected by properly addressing prepaying and posting a letter containing the notice and to have been effected on the day after the date of its posting. A certificate in writing signed by any manager, secretary or other officer of the Company that the letter containing the notice was so addressed, prepaid and posted shall be conclusive evidence thereof. Notices and other documents for overseas Shareholders shall be forwarded by air mail or facsimile, or in any other way that ensures it will be received quickly.

Every person who by operation of law, transfer or other means whatsoever becomes entitled to any Share is bound by every notice in respect of such Share which previously to his name and address being entered on the Register has been duly given to the person from whom he derives his title and to every previous Holder thereof.

Subject to the Corporations Act where a specified number of days notice or notice extending over any period is required to be given the day of service is not included but the day upon which such notice will expire is included in such number of days or other period. The accidental omission to give any notice of a meeting to any Member or the non-receipt by any Member of any notice does not invalidate the proceedings at any meeting.

All summonses, notices, processes, orders and judgments in relation to any legal proceedings by the Company or its liquidators against any Member not in Western Australia may be served by registered post and the foregoing provisions as to notices shall apply and such service is considered for all purposes to be personal service.

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.

The signature to any notice to be given by the Company may be written or printed or stamped.

INDEMNITY OF OFFICERS

Subject to and to the maximum extent permissible under the Corporations Act, a person who is or has been an officer or auditor of the Company shall be indemnified out of the assets of the Company against a liability:

to another person (other than the Company or a related body corporate) unless the liability arises out of conduct involving a lack of good faith; and

for costs and expenses incurred by the person:

in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or

in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Act.

Except to the extent precluded by the Corporations Act the Company may pay or agree to pay a premium in respect of a contract insuring a person who is or has been an officer or auditor of the Company against a liability:

incurred by the person as such an officer or auditor; or

for costs and expenses incurred by the person in defending proceedings as such an officer or auditor, whether civil or criminal and whatever their outcome.

WINDING UP

If the Company is wound up the liquidator may with the sanction of a Special Resolution of the Company divide amongst the Members in kind the whole or any part of the assets of the Company (whether they consist of property of the same kind or not) and may for that purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how the division shall be carried out as between the Members or different classes of Members.

The liquidator may with the like sanction vest the whole or any part of any such assets in trustees upon such trusts for the benefit of the contributories as the liquidator with the like sanction thinks fit but so that no Member is compelled to accept any Shares or other securities whereon there is any liability.

The Company in General Meeting shall not fix the remuneration to be paid to a liquidator pursuant to the Corporations Act unless at least 14 days' notice of the meeting has been given to the Members and such notice has specified the amount of the proposed remuneration of the liquidator.

ARBITRATION

The Company may from time to time by writing under its Common Seal agree to refer and may refer to arbitration any existing or future difference question or other matter whatsoever in dispute between itself and any other Company or person and the parties to the arbitration may delegate to the person or persons to whom the reference is made power to settle any term order anything to be done or determine any matter capable of being lawfully determined by the parties to the reference themselves or the Directors or other managing body of any company, party to the reference.

ACCOUNTS AND AUDIT

The Company must comply with the Corporations Act and the Listing Rules with respect to accounts.

Auditors will be appointed or elected and may be removed and their duties will be regulated in accordance with the Corporations Act.

This information is provided by RNS

The company news service from the London Stock Exchange

END

NOAUAASRWWRRUAA

Companies

Centamin (DI) (CEY)

Monday, 20th May 2024

COMPANIES COVERED:

KWS BLND KNOS

Keywords Studios surges as another London-listed tech firm looks set to be bought out by private equity, Kainos posts 14th consecutive year of growth and British Land sells down its remaining stake in Sheffield’s Meadowhall mall.

Full Archive

UK 100

Latest directors dealings

14 minutes ago Standard Chartered
28 minutes ago Coca-Cola HBC AG (CDI)
42 minutes ago Airtel Africa
42 minutes ago Xaar
1 hour ago SpaceandPeople

All directors dealings today