Thomson Resources : Constitution of Thomson Resources Ltd

Corporations Act 2001

CONSTITUTION

OF

THOMSON RESOURCES LTD

INTRODUCTION

1. Replaceable Rules Excluded

1.1 The replaceable rules contained in the Act do not apply to the Company.

2. Definitions and Interpretation

2.1 Definitions

In this constitution:

1. "Act" means the Corporations Act 2001 and includes any amendment or re- enactment of it or any legislation passed in substitution for it and "Regulations" means the regulations made under the Act;
2. "ASX" means Australian Securities Exchange or ASX Limited or any successor body;
3. "auditor" means any person appointed for the time being to perform the duties of an auditor of the Company;
4. "business day" has the meaning given to that term in the Listing Rules;
5. "Certificated Subregister" means that part of the Register that records certificated holdings of securities of the Company;
6. "CHESS" means the Clearing House Electronic Subregister System established and operated by SCH for:
7. 1. the clearing and settlement of transactions in CHESS Approved Securities;
   2. the transfer of securities; and
   3. the registration of transfers;
8. "CHESS Approved Securities" means securities for which CHESS approval has been given in accordance with the SCH Business Rules;
9. "CHESS Holding" means the holding of securities on CHESS;

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1. "Company" means this company whatever its name may be from time to time;
2. "directors" means the directors for the time being of the Company or the directors assembled as a board;
3. "dividend" includes bonus issues;
4. "Executive Officer" means a director in full-time employment of the Company or any subsidiary or related body corporate other than a Managing Director;
5. "Holding Lock" means a facility that, in accordance with the SCH Business Rules, prevents securities being deducted from, or entered into, a holding pursuant to a transfer or conversion (that is a transfer of securities from a CHESS Holding or to any other holding or from any holding to a CHESS Holding or a movement from a holding on 1 subregister to a holding on another subregister without any change in legal ownership);
6. "Issuer Sponsored Subregister" means that part of the Register for a class of the Company's CHESS Approved Securities that is administered by the Company (and not by SCH) and that records uncertificated holdings of securities;
7. "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, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;
8. "Managing Director" means any person appointed to perform the duties of Managing Director of the Company;
9. "member", "shareholder" or "holder" means any person entered in the Register as a member for the time being of the Company;
10. "member present" means a member present at any general meeting of the Company in person or by proxy or attorney or, in the case of a body corporate, by a duly appointed representative;
11. "month" means calendar month;
12. "Official List" means the official list of entities that ASX has admitted and not removed;
13. "proper ASTC transfer" has the meaning ascribed by the Regulations;
14. "Register" means the register of members to be kept pursuant to the Act and includes any Certificated Subregister and Issuer Sponsored Subregister;
15. "representative" means a person authorised to act as a representative of a body corporate pursuant to section 250D of the Act;
16. "Restricted Securities" has the meaning ascribed by the Listing Rules;
17. "SCH" means ASX Settlement Pty Ltd ACN 008 504 532;

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1. "SCH Business Rules" means the operating rules (however described) of SCH;
2. "secretary" means any person appointed to perform the duties of secretary of the Company and any person appointed to act temporarily as secretary; and
3. "securities" has the meaning ascribed by section 92(1) of the Act and includes options over unissued securities and renouncable and non- renouncable rights to subscribe for securities.

2.2 Interpretation

1. Reference to:
2. 1. one gender includes the others;
   2. the singular includes the plural and the plural includes the singular; and
   3. a person includes a body corporate.
3. Except so far as the contrary intention appears in this constitution:
4. 1. an expression has in this constitution the same meaning as in the Act;
   2. if an expression is given different meanings for the purposes of different provisions of the Act, the expression has, in a provision of this constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act; and
   3. an expression defined in the Listing Rules or the SCH Business Rules has the same meaning in this constitution.
5. "Including" and similar expressions are not words of limitation.
6. Headings are for convenience only and do not form part of this constitution or affect its interpretation.

APPOINTMENT OF DIRECTORS

3. Number of Directors

1. The number of the directors must be not less than 3 nor more than 9.
2. The Company in general meeting may by resolution increase or reduce the number of directors but the number must not be reduced below 3.

4. Directors' Qualifications

4.1 A share qualification for directors may be fixed by the Company in general meeting. Unless and until so fixed a director is not required to hold any share in the Company.

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5. First Directors

5.1 The first directors hold office until the termination of the first annual general meeting of the Company but, subject to this constitution, are eligible for election at that meeting. If they resign before the first annual general meeting they may be replaced at a general meeting before the first annual general meeting, and their replacements hold office until the termination of the first annual general meeting.

6. Election of Directors

1. At the first annual general meeting of the Company all the directors retire from office, and at the annual general meeting in every subsequent year 1/3 of the directors for the time being or, if their number is not 3 or a multiple of 3, then the number nearest to but not exceeding 1/3, retire from office but no director may retain office for more than 3 years without submitting himself or herself for re-election even though the submission results in more than 1/3 of the directors retiring from office.
2. The director or directors to retire at an annual general meeting other than the first annual general meeting are those who have been longest in office since their election.
3. As between or among 2 or more directors who became directors on the same day, the director or directors to retire are determined by lot unless they otherwise agree between or among themselves.
4. A retiring director is eligible for re-election without the necessity of giving any previous notice of his or her intention to submit himself or herself for re-election.
5. Unless the directors decide to reduce the number of directors in office the Company at any annual general meeting at which any director retires may fill the vacated office by re-electing the retiring director or electing some other qualified person.
6. If at the annual general meeting the vacated office is not filled, the retiring director, if willing and not disqualified, must be treated as re-elected unless the directors decide to reduce the number of directors in office or a resolution for the re-election of that director is put and lost.
7. A Managing Director appointed under rule 24 (or, if there is more than 1 Managing Director at the same time, the one appointed first), is not subject to retirement by rotation and is not taken into account in determining the rotation of retirement of directors.

7. Nomination for Election

7.1 Each candidate for election as a director must:

1. be proposed by a member or the nominated representative of a corporate member; and
2. be seconded by another member or the nominated representative of another corporate member.

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