Genesis Resources : Amended Company Constitution

For personal use only

Genesis Resources Limited

(ASX: GES)

ASX and Media Release

22 November 2021

Amended Company Constitution

Genesis Resources Limited attaches a copy of its amended constitution, following shareholder approval at its 2021 Annual General Meeting.

-ENDS-

Authorisation: This announcement has been authorised by the Board of Genesis Resources Limited.

For further information, contact:

Alyn Tai

Company Secretary Genesis Resources Limited [e-mail]

GENESIS RESOURCES LIMITED ACN 114 787 469

Level 8, 555 Bourke Street, Melbourne, Victoria 3000, Australia T + 61 3 9853 2300 | www.genesisresourcesltd.com.au

For personal use only

Constitution

Genesis Resources Limited

ACN 114 787 469

Corporations Act 2001 (Cth)

Public Company Limited by Shares

Incorporated in Victoria

Adopted with shareholder approval on 28 November 2019

Amended with shareholder approval on 22 November 2021

For personal use only

Table of contents
1.	Preliminary, definitions and interpretations	7
	1.1	Company status and replaceable Rules	7
	1.2	Definitions	7
	1.3	Interpretation	8
2.	ASX Listing Rules	9
	2.1	Application while Listed	9
	2.2	ASX Listing Rules Appendix 15A	9
3.	Directors	10
	3.1	Number of Directors	10
	3.2	Qualification	10
	3.3	Appointment by the Board	10
	3.4	Election by general meeting	10
	3.5	Eligible candidates	10
	3.6	One third of Directors retire annually	11
	3.7	Selection of Directors to retire	11
	3.8	Time of retirement	11
	3.9	Cessation of Director's appointment	11
	3.10	Removal from office	12
	3.11	Too few Directors	12
4.	Alternate Directors	12
	4.1	Appointment of Alternate Directors	12
	4.2	Notice of Board meetings	12
	4.3	Obligations and entitlements of Alternate Directors	12
	4.4	Termination of appointment	13
	4.5	Appointments and revocations in writing	13
5.	Powers of the Board	13
	5.1	Powers generally	13
	5.2	Exercise of powers	13
	5.3	Sale of main undertaking	13
6.	Executing negotiable instruments	13
7.	Managing Director	14
	7.1	Appointment and power of Managing Director	14
	7.2	Retirement and removal of Managing Director	14
	7.3	Multiple Managing Directors	14
	7.4	Termination of appointment of Managing Director	14
8.	Delegation of Board powers	15
	8.1	Power to delegate	15
	8.2	Power to revoke delegation	15
	8.3	Terms of delegation	15
	8.4	Proceedings of committees	15
9.	Directors' duties and interests	15
	9.1	Compliance with duties under the Corporations Act	15

9.2 Director not disqualified from holding other offices

etc

15

For personal use only

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	9.3	Disclosure of interests	15
	9.4	Director interested in a matter	16
	9.5	Agreements with third parties	16
	9.6	Obligation of secrecy	16
10.	Directors' remuneration	16
	10.1	Remuneration of Executive Directors	16
	10.2	Remuneration of non executive Directors	17
	10.3	Additional Remuneration for extra services	17
	10.4	Expenses of Directors	17
	10.5	Directors' retirement benefits	17
11. Officers' indemnity and insurance	18
	11.1	Indemnity	18
	11.2	Insurance	18
	11.3	Former officers	18
	11.4	Deeds	18
12.	Board meetings	18
	12.1	Convening Board meetings	18
	12.2	Notice of Board meeting	19
	12.3	Use of technology	19
	12.4	Chairing Board meetings	19
	12.5	Quorum	19
	12.6	Majority decisions	19
	12.7	Procedural Rules	19
	12.8	Written resolution	20
	12.9	Additional provisions concerning written resolutions	20
	12.10	Valid proceedings	20
13.	Meetings of members	20
	13.1	Annual general meeting	20
	13.2	Calling meetings of members	20
	13.3	Notice of meeting	20
	13.4	Postponement or cancellation	21
	13.5	Fresh notice	21
	13.6	Notice to joint holders of shares	21
	13.7	Technology	21
	13.8	Accidental omission	21
	13.9	Class meetings	21
14. Proceedings at meetings of members	22
	14.1	Member present at meeting	22
	14.2	Quorum	22
	14.3	Quorum not present	22
	14.4	Chairing meetings of members	22
	14.5	Attendance at meetings of members	22
	14.6	Members rights suspended while call unpaid	23
	14.7	Chairman's powers at a meeting of members	23
	14.8	Admission to general meetings	23
	14.9	Adjournment	24
	14.10	Business at adjourned meetings	24
15. Proxies, attorneys and representatives	24

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	15.1	Appointment of proxies	24
	15.2	Member's attorney	24
	15.3	Deposit of proxy forms and powers of attorney	24
	15.4	Evidence of proxy forms, powers of attorney and
		other appointments	24
	15.5	Corporate representatives	25
	15.6	Standing appointments	25
	15.7	Suspension of proxy or attorney's powers if member
		present	25
	15.8	Priority of conflicting appointments of attorney or
		representative	25
	15.9	More than two current proxy appointments	25
	15.10	Continuing authority	25
16.	Entitlement to vote	26
	16.1	Determining voting entitlements	26
	16.2	Number of votes	26
	16.3	Chairman has no casting vote	27
	16.4	Votes of joint holders	27
	16.5	Votes of transmittees and guardians	27
	16.6	Voting restrictions	27
	16.7	Decision on right to vote	27
17. How voting is carried out	28
	17.1	Method of voting	28
	17.2	Demand for a poll	28
	17.3	When and how polls must be taken	28
	17.4	Direct Voting	28
18.	Secretary	29
	18.1	Appointment of Secretary	29
	18.2	Terms and conditions of office	29
	18.3	Cessation of Secretary's appointment	29
	18.4	Removal from office	29
19.	Minutes	29
	19.1	Minutes must be kept	29
	19.2	Minutes as evidence	30
	19.3	Inspection of minute books	30
20.	Company seals	30
	20.1	Common seal	30
	20.2	Use of seals	30
	20.3	Fixing seals to documents	30
21. Financial reports and audit	30
	21.1	Company must keep financial records	30
	21.2	Financial reporting	31
	21.3	Audit	31
	21.4	Conclusive reports	31
	21.5	Inspection of financial records and books	31
22.	Shares	31