For personal use only

ASX Release: Thursday 18 November 2021

New Constitution

Quickstep Holdings Limited (ASX:QHL) (Company) has advised today that the shareholders of the Company passed all resolutions considered at the Company's Annual General Meeting.

Attached is the new Constitution of the Company as approved by shareholders at the Annual General Meeting.

Authorised for release by:

Jillian McGregor

Company Secretary

Principal address: 361 Milperra Road

Tel: (02) 9774 0300

ASX Code: QHL

Bankstown Airport NSW 2200

Fax: (02) 9771 0256

www.quickstep.com.au

Email: info@quickstep.com.au

For personal use only

Constitution of

Quickstep Holdings Limited

ACN 096 268 156

For personal use only

Table of Contents

1.

Definitions and interpretation

1

1.1

Definitions

1

1.2

Interpretation

2

1.3

Replaceable rules

3

1.4

Compliance with the Corporations Act

3

1.5

Transitional

3

1.6

Listing Rules and ASX Settlement Operating Rules only apply if Company is listed

3

1.7

Constitution subject to Listing Rules if the Company is listed

4

2.

Capital

4

2.1

Power of Directors to issue Shares and other securities

4

2.2

Preference Shares

4

2.3

Classes of Shares

5

2.4

Brokerage

5

2.5

Non-recognition of equitable or other interests

5

3.

Alteration of capital

6

3.1

Power to alter capital

6

3.2

Power to buy back Shares

6

4.

Certificates

6

4.1

Uncertificated holdings

6

4.2

Certificates

6

5.

Transfer of Shares

6

5.1

Transfer of Shares

6

5.2

Registration of written transfers

7

5.3

Refusing a transfer

7

5.4

Notice of non-registration

8

5.5

Suspension of transfers

8

6.

Transmission of Shares

8

6.1

Transmission of Shares on death

8

6.2

Transmission of Shares by operation of Law

8

6.3

Dividends and other rights

9

7.

Calls on Shares

9

7.1

Calls

9

7.2

Liability of joint holders for calls

10

7.3

Interest on unpaid amounts

10

7.4

Fixed sums taken to be called

10

7.5

Prepayments of calls

10

8.

Lien on Shares

10

8.1

Company has lien

10

8.2

Exercise of lien

11

8.3

Completion of sale

11

8.4

Application of proceeds of sale

11

For personal use only

Table of Contents (ctd)

9. Forfeiture and surrender of Shares

  1. Liability to forfeiture
  2. Surrender of Shares
  3. Power to forfeit
  4. Notice of forfeiture
  5. Powers of Directors
  6. Consequences of forfeiture
  7. Evidentiary matters
  8. Transfers after forfeiture and sale
  9. Fixed amounts taken to be calls

10. Sale of small holdings of Shares

  1. Definitions
  2. Disposal Notice
  3. Limits on Company's power to sell
  4. Sale of Shares
  5. Proceeds and costs of sale
  6. Effect of sale
  7. Further action
  8. Registration of transfer
  9. Where Shares of 2 or more Members sold
  10. Rights of purchaser
  11. Limit on Member's remedies

11. Proportional takeover approval provisions

  1. Interpretation
  2. Transfers prohibited without approval
  3. Meetings
  4. Deemed approval
  5. Proportional Bid rejected
  6. Duration of clause

12. General meetings

  1. Power of Directors to convene
  2. Notice of general meetings
  3. Annual general meetings
  4. Quorum
  5. If a quorum not present
  6. Chairing meetings
  7. Adjournments
  8. Voting at general meetings
  9. Procedure for polls
  10. Chairperson's casting vote
  11. Representation and voting of Members
  12. Joint holders
  13. Members of unsound mind and minors
  14. Restriction on voting rights - unpaid amounts
  15. Objections to qualification to vote
  16. Direct voting
  17. Number of proxies
  18. Form of proxy

12

12

12

12

12

13

13

13

13

14

14

14

14

15

15

15

16

16

16

16

16

17

17

17

17

17

18

18

18

18

18

19

20

20

20

20

21

21

22

22

22

23

23

23

23

23

24

24

For personal use only

Table of Contents (ctd)

  1. Where proxy is incomplete
  2. Lodgement of proxies
  3. Validity of proxies
  4. Right of officers and advisers to attend general meeting
  5. Use of technology
  6. Minutes

13. Appointment, removal and remuneration of Directors

  1. Appointment and removal
  2. No Share qualification
  3. Retirement at each annual general meeting
  4. Remuneration
  5. Vacation of office
  6. Retiring allowance for Directors

14. Powers and duties of Directors

  1. Powers of Directors
  2. Appointment of attorneys and representatives
  3. Negotiable instruments and electronic payments

15. Proceedings of Directors

  1. Proceedings
  2. Meetings by electronic means
  3. Quorum at meetings
  4. Chairperson of Directors
  5. Proceedings at meetings
  6. Disclosure of interests
  7. Alternate Directors and attendance by proxy
  8. Vacancies
  9. Committees
  10. Written resolutions
  11. Minutes
  12. Defects in appointments

16. Managing Director

  1. Power to appoint Managing Director
  2. Delegation of powers to Managing Director

17. Secretaries and other officers

  1. Secretaries
  2. Other officers
  1. Execution of documents
  2. Inspection of records

19.1 Inspection of records

20. Dividends, reserves and distributions

  1. Power to pay Dividends
  2. Crediting of Dividends
  3. Reserves
  4. Deduction of unpaid amounts
  5. Distribution in kind

24

25

26

26

26

27

28

28

28

28

29

30

30

31

31

31

31

32

32

32

32

32

33

33

34

35

35

35

36

36

36

36

36

37

37

37

37

37

37

38

38

38

38

39

39

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Quickstep Holdings Limited published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 05:11:06 UTC.