Flinders Mines : Proposed Constitution

ASX ANNOUNCEMENT

18 October 2018

Proposed Constitution

Flinders Mines Limited (ASX: FMS) (Flinders or Company) provides a full copy of its proposed new Constitution, which is the subject of Resolution 4 at the Annual General Meeting of shareholders to be held at 10.00am on Tuesday, 20 November 2018 at 45 Ventnor Avenue, West Perth, WA 6005.

For further information please contact:

Shareholders

David McAdam

Interim Executive Director [phone]

About Flinders Mines Limited

Flinders Mines Limited is an ASX-listed (ASX: FMS) exploration and development company focused on the commercialisation of its large, high quality hematite resource - the Pilbara Iron Ore Project (PIOP).

Flinders Mines Limited	45 Ventnor Avenue	Phone [phone]
ABN 46 091 118 044	West Perth	facsimile [phone]
Western Australia 6005	www.flindersmines.com

DATED

2018

FLINDERS MINES LIMITED (ACN 091 118 044)

CONSTITUTION

Squire Patton Boggs (AU)

Level 21

300 Murray Street Perth WA 6000 Australia

DX 124 Perth

O [phone]

F [phone]

Reference SGR:KHF:344573.00003

017-8288-7060/1/AUSTRALIA

CONTENTSAGREED TERMS

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1	DEFINED TERMS AND INTERPRETATION	7
1.1	Definitions	7
1.2	Interpretation	8
1.3	Corporations Act	9
1.4	Replaceable rules not to apply	9
1.5	Currency	9
1.6	Application of Listing Rules	9
1.7	Previous Constitution	10
2	SHARE CAPITAL	10
2.1	Directors to issue shares	10
2.2	Preference shares	10
2.3	Class meetings	11
2.4	Non-recognition of interests	11
2.5	Joint holders of shares	11
2.6	Commission and brokerage	11
3	REDUCTION OF CAPITAL	12
4	LIEN	12
4.1	Lien on share	12
4.2	Lien on loans under employee incentive schemes	12
4.3	Lien on distributions	12
4.4	Exemption from article 4.1 or 4.2	12
4.5	Extinguishment of lien	12
4.6	Company's rights to recover payments	12
4.7	Reimbursement is a debt due	13
4.8	Sale under lien	13
4.9	Limitations on sale under lien	13
4.10	Transfer on sale under lien	13
4.11	Irregularity or invalidity	13
4.12	Proceeds of sale	13
5	CALLS ON SHARES	13
5.1	Directors to make calls	13
5.2	Time of call	14
5.3	Members' liability	14
5.4	Joint holders' liability	14
5.5	Non-receipt of notice	14
5.6	Interest on default	14
5.7	Fixed Instalments	14
5.8	Differentiation between holders as to calls	14
5.9	Prepayment of calls and interest	14
6	FORFEITURE OF SHARES	15
6.1	Notice requiring payment of call	15
6.2	Contents of notice	15
6.3	Forfeiture for failure to comply with notice	15
6.4	Dividends and distributions included in forfeiture	15
6.5	Sale or re-issue of forfeited shares	15
6.6	Notice of forfeiture	15
6.7	Surrender instead of forfeiture	15
6.8	Cancellation of forfeiture	16
6.9	Effect of forfeiture on former holder's liability	16
6.10	Evidence of forfeiture	16
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6.11	Transfer of forfeited share	16
6.12	Registration of transferee	16
6.13	Irregularity or invalidity	16
7	TRANSFER OF SHARES	16
7.1	Forms of instrument of transfer	16
7.2	Execution and delivery of transfer	16
7.3	Effect of registration	17
7.4	Company to register forms without charge	17
7.5	Power to refuse to register	17
7.6	Obligation to refuse to register	17
7.7	Written notice to security holder	17
7.8	Company to retain instrument of transfer	18
8	TRANSMISSION OF SHARES	18
8.1	Transmission of shares on death	18
8.2	Information given by personal representative	18
8.3	Death of joint owner	18
8.4	Transmission of shares on bankruptcy	18
8.5	Transmission of shares on mental incapacity	19
9	GENERAL MEETINGS	19
9.1	Annual general meeting	19
9.2	Convening a general meeting	19
9.3	Use of technology at general meetings	19
9.4	Notice of general meeting	19
9.5	Calculation of period of notice	20
9.6	Cancellation or postponement of a meeting	20
9.7	Notice of cancellation or postponement of a meeting	20
9.8	Contents of notice of postponement of meeting	20
9.9	Number of clear days for postponement of meeting	20
9.10	Business at postponed meeting	20
9.11	Proxy, attorney or Representative at postponed meeting	20
9.12	Non-receipt of notice	21
9.13	Director entitled to notice of meeting	21
10	PROCEEDINGS AT GENERAL MEETINGS	21
10.1	Membership at a specified time	21
10.2	Number for a quorum	21
10.3	Requirement for a quorum	21
10.4	If quorum not present	22
10.5	Adjourned meeting	22
10.6	Appointment of chairman of general meeting	22
10.7	Absence of chairman at general meeting	22
10.8	Conduct of general meetings	22
10.9	Disruption and termination of general meeting	23
10.10	Adjournment of general meeting	23
10.11	Notice of adjourned meeting	24
10.12	Questions decided by majority	24
10.13	No casting vote for chairman	24
10.14	Voting on show of hands	24
10.15	Poll	24
10.16	Entitlement to vote	24
10.17	Joint shareholders' vote	25
10.18	Effect of unpaid call	25
10.19	Validity of vote in certain circumstances	25
10.20	Objection to voting qualification	25
11	THE DIRECTORS	26
11.1	Number of Directors	26
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11.2	Change of number of Directors	26
11.3	Retirement and election of Directors	26
11.4	Office held until conclusion of meeting	27
11.5	Director elected at general meeting	27
11.6	Eligibility for election as Director	27
11.7	Casual vacancy or additional Director	27
11.8	Remuneration of Directors	27
11.9	Superannuation contributions	28
11.10	Additional or special duties	28
11.11	Retirement benefit	28
11.12	Expenses	28
11.13	Director's interests	29
11.14	Vacation of office of Director	29
12	POWERS AND DUTIES OF DIRECTORS	30
12.1	Directors to manage Company	30
12.2	Specific powers of Directors	30
12.3	Appointment of attorney	30
12.4	Provisions in power of attorney	30
12.5	Signing of cheques	30
12.6	Delegation of Directors' powers	30
13	MANAGING DIRECTORS AND EXECUTIVE OFFICERS	31
13.1	Appointment of Managing and Executive Directors	31
13.2	Ceasing to be a Managing or Executive Director	31
13.3	One Managing Director exempt	31
13.4	Remuneration of Managing and Executive Directors	31
13.5	Powers of Managing and Executive Directors	31
14	PROCEEDINGS OF DIRECTORS	31
14.1	Directors' meetings	31
14.2	Director may convene a meeting	32
14.3	Quorum for Directors' meeting	32
14.4	Use of technology for Directors' meetings	32
14.5	Questions decided by majority	32
14.6	Alternate Director and voting	32
14.7	Chairman of Directors	32
14.8	Absence of chairman at Directors' meeting	32
14.9	Chairman's casting vote at Directors' meetings	33
14.10	Appointment of Alternate Director	33
14.11	Alternate Director and meetings	33
14.12	Alternate Director's powers	33
14.13	Alternate Director responsible for own acts and defaults	33
14.14	Alternate Director and remuneration	33
14.15	Termination of appointment of Alternate Director	33
14.16	Appointment or termination in writing	33
14.17	Alternate Director and number of Directors	33
14.18	Continuing Directors may act	34
14.19	Delegation of powers to Committees	34
14.20	Chairman of Committee	34
14.21	Meetings of Committee	34
14.22	Determination of questions	34
14.23	Validity of acts of Directors	34
15	CIRCULATING RESOLUTION OF DIRECTORS	35
15.1	Written resolution signed by a majority of eligible Directors	35
15.2	Signing of circulating resolution	35
15.3	Deemed minute	35
16	SECRETARY	35
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