Announcement PDF Constitution Sea Forest Limited (ACN 631 662 283) i HL: 3435-9816-9915, v. 3 Table of Contents 1. Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 2 1.3 Corporations Act interpretation 3 1.4 Listing Rules interpretation 3 1.5 Replaceable rules not to apply 3 1.6 Currency 3 1.7 Nature of the Company 3 1.8 Compliance with law 3 1.9 Provisions required by Listing Rule 15.11.1 4 2. Share capital 4 2.1 Directors to issue shares 4 2.2 Preference shares 4 2.3 Class meetings 5 2.4 Non-recognition of interests 5 2.5 Joint holders of shares 5 2.6 Less than marketable parcels of Shares 6 2.7 Restricted Securities 6 2.8 Issue cap for offers involving monetary consideration under an employee incentive scheme 6 3. Liens, calls and forfeiture 6 4. Transfer of shares 7 4.1 Forms of instrument of transfer 7 4.2 Execution and delivery of transfer 7 4.3 Effect of registration 7 4.4 Company to register forms without charge 7 4.5 Power to refuse to register 7 4.6 Obligation to refuse to register 7 4.7 Written notice to security holder of holding lock or refusal 8 4.8 Company to retain instrument of transfer 8 4.9 Proportional Takeover Bid Approval 8 4.10 Transmission of Shares 8 5. General meetings 8 5.1 Annual general meeting 8 ii HL: 3435-9816-9915, v. 3 5.2 Convening a general meeting 8 5.3 Cancellation or postponement of a meeting 9 5.4 Non-receipt of or defective notice 9 5.5 Proxy, attorney or Representative appointments 10 6. Proceedings at general meetings 11 6.1 Membership at a specified time 11 6.2 Quorum 11 6.3 Adjourned meetings 11 6.4 Chair of general meeting 12 6.5 Conduct of general meetings 12 6.6 Resolutions 13 6.7 Poll 14 6.8 Entitlement to vote 14 6.9 Voting on a poll for partly paid shares 14 6.10 Fractions disregarded for a poll 15 6.11 Joint shareholders’ vote 15 6.12 Effect of unpaid call 15 6.13 Validity of vote in certain circumstances 15 6.14 Objection to voting qualification 15 6.15 Direct voting 15 6.16 Treatment of direct votes 16 6.17 Multiple votes 16 7. Directors 16 7.1 Number of Directors 16 7.2 Retirement and election of Directors 16 7.3 Office held until conclusion of meeting 17 7.4 Director elected at general meeting 17 7.5 Eligibility for election as Director 17 7.6 Casual vacancy or additional Director 17 7.7 Alternate Directors 18 7.8 Remuneration of Directors 18 7.9 Retirement benefits 19 7.10 Superannuation contributions 19 7.11 Additional or special duties 19 7.12 Expenses 19 7.13 Director’s interests 19 iii HL: 3435-9816-9915, v. 3 7.14 Vacation of office of Director 20 8. Powers and duties of Directors 21 8.1 Directors to manage Company 21 8.2 Specific powers of Directors 21 8.3 Company as a wholly owned subsidiary 21 8.4 Appointment of attorney 21 8.5 Provisions in power of attorney 21 8.6 Signing of receipts and negotiable instruments 21 8.7 Committees 21 8.8 Delegation of Directors’ powers 22 8.9 Seals 22 9. Officers 22 9.1 Managing and Executive Directors 22 9.2 Secretary 23 10. Proceedings of Directors 23 10.1 Directors’ meetings 23 10.2 Questions decided by majority 23 10.3 Alternate Director or proxy and voting 23 10.4 Chair and deputy chair of Directors 23 10.5 Director attending and voting by proxy 24 10.6 Quorum for Directors’ meeting 24 10.7 Continuing Directors may act 24 10.8 Committee Meetings 24 10.9 Circulating resolutions 24 10.10 Validity of acts of Directors 25 11. Indemnity and insurance 25 11.1 Indemnity 25 11.2 Insurance 26 11.3 Contract 26 12. Inspection of records 26 12.1 Inspection by Members 26 12.2 Right of a Member or other person to inspect 26 13. Dividends and reserves 26 13.1 Payment of dividend 26 13.2 No interest on dividends 26 iv HL: 3435-9816-9915, v. 3 13.3 Calculation and apportionment of dividends 26 13.4 Deductions from dividends 27 13.5 Distribution of specific assets 27 13.6 Ancillary powers regarding distributions 27 13.7 Payments in respect of shares 29 13.8 Effectual receipt from one joint holder 29 13.9 Election to reinvest dividend 29 13.10 Election to accept shares instead of dividends 29 13.11 Unclaimed dividends or other distributions 29 13.12 Capitalisation of reserves and profits 30 13.13 Applying a sum for the benefit of Members 30 13.14 Implementing the resolution 30 14. Service of documents 30 14.1 Document includes notice 30 14.2 Form of document 31 14.3 Methods of service 31 14.4 Time of service 31 14.5 Deemed notice to uncontactable Members 31 14.6 Evidence of service 31 14.7 Joint holders 32 14.8 Persons entitled to shares 32 15. Winding up 32 15.1 Distribution of assets 32 15.2 Powers of liquidator to vest property 32 15.3 Shares issued on special terms 32 Schedule 1 – Terms of preference shares 33 Schedule 2 − Liens, calls and forfeiture 37 Schedule 3 − Transmission of Shares 42 Schedule 4 − Less than marketable parcels of Shares 44 Schedule 5 − Proportional Takeover Bid Approval 48 1 HL: 3435-9816-9915, v. 3 Operative provisions 1. Definitions and interpretation 1.1 Definitions In this Constitution the following terms shall bear the following meanings: Alternate Director means a person appointed as an alternate director under clause 7.7(a). ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the Australian Securities Exchange operated by it. Committee means a committee of Directors constituted under clause 8.7. Company means Sea Forest Limited (ACN 631 662 283), and as that name may be changed from time to time. Constitution means this constitution, and a reference to a clause or a schedule is a reference to a clause or a schedule of this constitution. Corporations Act means the Corporations Act 2001 (Cth). CS Facility has the same meaning as prescribed CS facility in the Corporations Act. CS Facility Operator means the operator of a CS Facility. Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director. Directors means all or some of the Directors acting as a board. ESS Interests has the meaning under section 1100M(1) of the Corporations Act. Executive Director means a person appointed as an executive director under clause 9.1(a). Issuer Sponsored Holding means a holding on an electronic sub-register maintained by the Company in accordance with the Listing Rules. Listing Rules means, in relation to a Stock Exchange, the rules of that Stock Exchange governing trading in securities quoted on that Stock Exchange, in force from time to time which apply while the company is a listed company, each as amended or replaced from time to time, except to the extent of any express written waiver by that Stock Exchange. Managing Director means a person appointed as a managing director under clause 9.1(a). Member means a person entered in the Register as a holder of shares in the capital of the Company. Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time. Prescribed Interest Rate means the rate determined by the Directors for the particular purpose or generally under this Constitution, including any revised rate or new determination, and in the absence of a determination means a rate of 12% per annum. 2 HL: 3435-9816-9915, v. 3 Register means the register of Members of the Company under the Corporations Act and, if appropriate, includes a branch register. Registered Office means the registered office of the Company. Representative means a person appointed to represent a corporate Member at a general meeting of the Company in accordance with the Corporations Act. Restricted Securities has the meaning given to it by the Listing Rules. Restriction Deed means a restriction deed in a form prescribed by the Listing Rules or otherwise approved by a Stock Exchange, and where applicable includes a restriction notice in a form prescribed by the Listing Rules or otherwise approved by a Stock Exchange. Secretary means a person appointed under clause 9.2 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company. Share means a fully paid ordinary share in the capital of the Company. Stock Exchange means any stock exchange on which shares in the capital of the company are quoted from time to time, which for the avoidance of doubt and without limitation may include ASX. 1.2 Interpretation Headings are for convenience only and do not affect interpretation. Unless the contrary intention appears, in this Constitution: (a) the singular includes the plural and vice versa; (b) words importing any gender include all other genders; (c) a reference to a document includes any variation or replacement of it; (d) the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’, ‘such as’ or similar expressions; (e) a reference to ‘person’ includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation; (f) a reference to dollars, $ or A$ is a reference to the currency of Australia; (g) a reference to ‘law’ includes common law, principles of equity and legislation (including regulations); (h) a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacement of any of them; (i) a reference to ‘regulations’ includes instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances and proclamations); (j) a reference to a group of persons is a reference to any 2 or more of them jointly and to each of them individually; (k) a power, an authority or a discretion given to a Director, the Directors, the Company in general meeting or a Member may be exercised at any time and from time to time; 3 HL: 3435-9816-9915, v. 3 (l) a reference to ‘writing’ or ‘written’ includes printing, typing and other modes of reproducing words in a visible form including any representation of words in a physical document or in an electronic communication or form or otherwise; (m) a chair appointed under this Constitution may be referred to as a chairperson, chairwoman or as chair, as appropriate; and (n) a reference to a person being ‘present’ at a meeting includes participating using technology approved by the Directors in accordance with this Constitution. 1.3 Corporations Act interpretation In this Constitution unless the contrary intention appears: (a) a word or expression defined or used in the Corporations Act has the same meaning when used in this Constitution in a similar context; and (b) ‘section’ means a section of the Corporations Act. 1.4 Listing Rules interpretation In this Constitution, unless the contrary intention appears the expressions ‘Trading Platform’, ‘takeover bid’ and ‘Issuer Sponsored subregister’ have the same meaning as in the Listing Rules. 1.5 Replaceable rules not to apply The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and do not apply to the Company. 1.6 Currency The Directors may: (a) differentiate between Members as to the currency in which any amount payable to a Member is paid (whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise); (b) determine to pay a distribution in a currency other than Australian dollars and the amount payable will be converted from Australian dollars in any manner, at any time and at any exchange rate as the Directors think fit; and (c) in deciding the currency in which a payment is to be made to a Member, have regard to the registered address of the Member, the register on which a Member’s shares are registered and any other matters as the Directors consider appropriate. Payment in another currency of an amount converted under this clause is as between the Company and a Member adequate and proper payment of the amount payable. 1.7 Nature of the Company The Company is a public company limited by shares. 1.8 Compliance with law (a) Unless a law which is applicable to the Company or this Constitution (Applicable Law) provides that the Constitution may contain a provision contrary to the Applicable Law, this Constitution is subject to the Applicable Law such that any provision of this Constitution that is inconsistent with or contrary to the Applicable Law will be read down to the extent of the inconsistency with the Applicable Law. 4 HL: 3435-9816-9915, v. 3 (b) If a provision of this Constitution is inconsistent with or contrary to the Applicable Law and is not capable of being read down to the extent of the inconsistency under clause 1.8(a), the relevant provision will be severed from this Constitution. (c) If at any time any provision of this Constitution is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that does not affect or impair: (i) the legality, validity or enforceability in that jurisdiction of any other provision of this Constitution; or (ii) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Constitution. 1.9 Provisions required by Listing Rule 15.11.1 If the Company is admitted to the Official List of ASX, the following clauses apply: (a) notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done; (b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done; (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be); (d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision; (e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision; and (f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency. 2. Share capital 2.1 Directors to issue shares The issue of shares in the Company is under the control of the Directors who may: (a) issue, allot and cancel or otherwise dispose of shares in the Company; (b) grant options over unissued shares in the Company; (c) reclassify or convert shares; and (d) settle the manner in which fractions of a share, however arising, are to be dealt with, subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares. 2.2 Preference shares (a) The Company may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, 5 HL: 3435-9816-9915, v. 3 cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are: (i) as set out in Schedule 1; or (ii) as approved by a resolution of the Company in accordance with the rights of holders of preference shares issued by the Company other than pursuant to Schedule 1, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the Company, and are not determined by or affected by the rights set out in Schedule 1. (b) Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or at the option of the Company are, liable to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares. (c) Subject to the Corporations Act and the Listing Rules, the Company may issue any combination of fully paid, partly paid or unpaid preference shares. (d) Despite this clause 2.2 and Schedule 1, the Company may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by the relevant Stock Exchange. 2.3 Class meetings The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that: (a) a quorum is constituted by at least 2 persons who, between them, hold or represent one-third of the issued shares of the class (unless only one person holds all of the shares of the class, in which case that person constitutes a quorum); and (b) any holder of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll. 2.4 Non-recognition of interests Except as required by law, the Company is not required to recognise: (a) a person as holding a share on any trust; or (b) any other interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder, whether or not it has notice of the trust, interest or right. 2.5 Joint holders of shares Where 2 or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship. However, the Company is not bound: (a) to register more than 3 persons as joint holders of a share; or (b) to issue more than one certificate or holding statement for shares jointly held. 6 HL: 3435-9816-9915, v. 3 2.6 Less than marketable parcels of Shares Schedule 4 applies and forms part of this Constitution. 2.7 Restricted Securities (a) While the Company is on the official list of ASX, the Company must recognise and comply with the Listing Rules with respect to Restricted Securities. (b) Notwithstanding the generality of clause 2.7(a): (i) a holder of Restricted Securities must not dispose of, or agree or offer to dispose of, the securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; (ii) if the Restricted Securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the Restricted Securities are to be kept on the Company’s Issuer Sponsored Subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities; (iii) the Company will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of Restricted Securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; (iv) a holder of Restricted Securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or ASX; and (v) if a holder of Restricted Securities breaches a Restriction Deed or a provision of the Constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues. 2.8 Issue cap for offers involving monetary consideration under an employee incentive scheme For the purposes of section 1100V(2)(a) of the Corporations Act, the Company may only make an offer of ESS Interests if, at the time the offer is made, the Company reasonably believes: (a) the total number of Shares that are, or are covered by, the ESS Interests of the Company that may be issued under the offer; and (b) the total number of Shares that are, or are covered by, the ESS Interests that have been issued, or could have been issued, under offers made under the Company’s employee share scheme at any time during the 3 year period ending on the day the offer is made, does not exceed 15% of the number of Shares actually on issue as at the start of the day the offer is made. 3. Liens, calls and forfeiture Schedule 2 applies and forms part of this Constitution. 7 HL: 3435-9816-9915, v. 3 4. Transfer of shares 4.1 Forms of instrument of transfer Subject to this Constitution and the Listing Rules, a share in the Company is transferable: (a) as provided by the Operating Rules of an applicable CS Facility; or (b) by any other method of transfer which is required or permitted by the Corporations Act and any relevant Stock Exchange. 4.2 Execution and delivery of transfer If a duly completed instrument of transfer: (a) is used to transfer a share in accordance with clause 4.1(b); and (b) is left for registration at the share registry of the Company, accompanied by any information that the Directors properly require to show the right of the transferor to make the transfer, the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as the holder of the share. 4.3 Effect of registration Except as provided by any applicable Operating Rules of a CS Facility, a transferor of a share remains the holder of the share transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share. 4.4 Company to register forms without charge The Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without imposing a charge except where a charge is permitted by the Listing Rules. 4.5 Power to refuse to register If permitted by the Listing Rules, the Directors may: (a) request any applicable CS Facility Operator to apply a holding lock to prevent a transfer of shares in the Company from being registered on the CS Facility’s subregister; or (b) refuse to register a transfer of shares in the Company to which clause 4.5(a) does not apply. 4.6 Obligation to refuse to register The Directors must: (a) request any applicable CS Facility Operator to apply a holding lock to prevent transfer of shares in the Company from being registered on the CS Facility’s subregister; or (b) refuse to register any transfer of shares in the Company to which clause 4.6(a) does not apply, if: 8 HL: 3435-9816-9915, v. 3 (c) the Listing Rules require the Company to do so; or (d) the transfer is in breach of the Listing Rules or a Restriction Deed. 4.7 Written notice to security holder of holding lock or refusal If in the exercise of their rights or obligations under clause 4.5 or 4.6 the Directors request application of a holding lock to prevent a transfer of shares in the Company or refuse to register a transfer of shares they must give written notice of the request or refusal to the holder of the shares, the transferee and any broker lodging the transfer. Failure to give notice does not invalidate the decision of the Directors. 4.8 Company to retain instrument of transfer The Company must retain every instrument of transfer which is registered for the period required by any applicable law. 4.9 Proportional Takeover Bid Approval Schedule 5 applies and forms part of this Constitution. 4.10 Transmission of Shares Schedule 3 applies and forms part of this Constitution. 5. General meetings 5.1 Annual general meeting Annual general meetings of the Company are to be held in accordance with the Corporations Act. 5.2 Convening a general meeting (a) The Directors may convene and arrange to hold a general meeting of the Company whenever they think fit and must do so if required to do so under the Corporations Act. (b) The Company may hold a meeting of Members at a time determined by the Directors: (i) at one or more physical venues; (ii) at one or more physical venues and using virtual meeting technology; and (iii) using virtual meeting technology only, provided that, in each case, Members as a whole are given a reasonable opportunity to participate in the meeting, and otherwise in the manner determined by the Directors. (c) If the Directors elect to use virtual meeting technology for a general meeting of the Company, the Directors will determine the type of virtual meeting technology to be used, which may include any combination of telephone, video conferencing, messaging, smartphone application or any other audio and/or visual device which permits instantaneous communication. (d) Notice of a general meeting must be given in accordance with clause 14, the Corporations Act and the Listing Rules. 9 HL: 3435-9816-9915, v. 3 (e) In calculating the period of notice under clause 5.2(d), the day of the meeting is to be disregarded. (f) A Director is entitled to receive notice of and to attend all general meetings and all separate meetings of the holders of any class of shares in the capital of the Company and is entitled to speak at those meetings. 5.3 Cancellation or postponement of a meeting (a) Where a general meeting (including an annual general meeting) is convened by the Directors they may by notice, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them or change the place for the meeting. (b) This clause 5.3 does not apply to a meeting convened in accordance with the Corporations Act by a single Director, by Members, by the Directors on the request of Members or to a meeting convened by a court. (c) Notice of cancellation or postponement or change of place of a general meeting must state the reason for cancellation or postponement and be: (i) given to any relevant Stock Exchange; or (ii) subject to the Corporations Act and the Listing Rules, given in any other manner determined by the Directors. (d) A notice of postponement of a general meeting must specify: (i) the postponed date and time for the holding of the meeting; (ii) a place for the holding of the meeting which may be either the same as or different from the place specified in the notice convening the meeting; and (iii) if the meeting is to be held in 2 or more places, the technology that will be used to facilitate the holding of the meeting in that manner. (e) The only business that may be transacted at a postponed general meeting is the business specified in the original notice convening the meeting. (f) Where by the terms of an instrument appointing a proxy or attorney or an appointment of a Representative: (i) the appointed person is authorised to attend and vote at a general meeting or general meetings to be held on or before a specified date; and (ii) the date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy, power of attorney or appointment of Representative, then, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney or appointment of Representative unless the Member appointing the proxy, attorney or Representative gives to the Company at its Registered Office written notice to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed. 5.4 Non-receipt of or defective notice (a) The non-receipt of notice of a general meeting or cancellation or postponement of a general meeting by, or the accidental omission to give notice of a general meeting or 10 HL: 3435-9816-9915, v. 3 cancellation or postponement of a general meeting to, a person entitled to receive notice does not invalidate any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of a meeting. (b) A person who attends a general meeting waives any objection the person may have to: (i) any failure to give notice, or the giving of a defective notice, of the meeting unless at the start of the meeting the person objects to the holding of the meeting; and (ii) the consideration of a particular matter which is not within the business referred to in the notice of meeting, unless the person objects to the consideration of the matter when first presented. 5.5 Proxy, attorney or Representative appointments (a) An instrument appointing a proxy is valid if it is in accordance with the Corporations Act or in any form (including electronic) and received at any time that the Directors prescribe or accept, or the chair of a general meeting accepts. (b) Where a notice of meeting provides for electronic lodgement of proxy appointments, an appointment received at the electronic address or by the electronic means specified in the notice is taken to have been received at the Registered Office of the Company and validated by the Member if there is compliance with the requirements set out in the notice. (c) If the Company receives an instrument or form appointing a proxy, attorney or Representative from a Member and the Directors consider that it is not properly executed or authenticated, or is incomplete or unclear: (i) if the name, or the name of the office, of the proxy, attorney or Representative, is not filled in or is unclear, then the proxy, attorney or Representative of that Member is the person specified by the Company in the instrument or form of proxy or if no person is specified, the chair of that meeting; (ii) if the instrument or form has not been duly signed or authenticated, the Company may (but is not required to) return the instrument or form to the appointing Member and request the Member sign or authenticate the instrument or form and return it to the Company within a period determined by the Directors (which may be later than the time specified in the notice of meeting for the receipt of proxy appointments); (i