Zicom : ZGL - Zicom Australia Limited - constitution - TG 17.10.23

October 27, 2023 at 04:07 am EDT

Constitution

Zicom Australia Limited ACN 009 816 871

Adopted by special resolution on [●]

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with effect from 21 November 2005

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Table of contents

1	Shares and variation of rights	1
	Nature of Company	1
	Issue of shares	1
	Number of shareholders	1
	Price on issue	1
	Issue of classes of shares	1
	Non-variation of rights	1
	Variation of rights	1
	Redeemable preference shares	1	Deleted: 2
	Holder's right to participate in profits and property	2
	Holder's other rights	2
	Redemption of redeemable preference shares	2
2	Brokerage and commission	2	Deleted: 3
3	Shares held on trust or jointly	3
	Registered holders treated as absolute owners	3
	Non-recognition of other interests	3
	Joint holders	3
4	Certificates	3
	Entitlement to certificates	3
	Delivery to joint holders	4
5	Lien	4
	Lien on unpaid capital	4
	Lien on other money owing	4
	Lien to apply to dividends	4
	Enforcement of lien	4
	Uncertificated Shares	4	Deleted: 5
	Company's right of sale	5
	Restrictions on sale	5
	Effect of sale of shares over which company has lien	5
	Proceeds of sale	5

6	Calls on shares	5
	Payments due on fixed dates	5
	Calls	5
	Notification of call	5
	Revocation of call	6
	Deemed time of call	6
	Liability of joint holders	6
	Interest on outstanding sums	6
	Differentiation between holders	6
	Pre-payment of calls	6
	Suspension of privileges	6
	Recovery of amounts due	6

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7	Alteration of capital	7
	Power	7
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	Reduction of capital	7
8	Transfer of shares	7
	Form of transfer	7
	Execution of instruments of transfer	8
	Refusal to register	8
	No transfer to an infant	8
	Notice of Refusal	9
	Certificate to be given up on transfer	9
	When transfer books and register may be closed	9

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9	Transmission of shares	9
	Recognised interests	9
	Transmission	10
	Personal representatives and joint holders	10
10	Forfeiture of shares	10
	Procedure for forfeiture	10
	Application to dividends	11
	Rights of sale	11
	Cessation as a member	11
	Evidence of forfeiture	11
	Manner of forfeiture	11
	Residue on sale	11
	Certificates	12
	Application to further calls	12

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11 General meetings	12
Annual General Meetings	12
Power to convene	12
Power to postpone	12
Notice	12
Notice period and content	12
Circular resolution	12
Omissions	12
12 Proceedings at general meetings	13
Use of technology at general meetings	13
Quorum	14
Effect of no quorum	14
Chairperson of directors	14
Vacancy in chairperson	14
Adjournment	14
Notice where a meeting is adjourned for 30 days	14
Form of notice for adjourned meeting	15
Right to discuss the management of the Company	15
Voting on show of hands	15
Poll	15
Chairperson's vote	16
Proxy holders and representatives voting rights	16
Votes of joint holders	16
Incapacity	16
Disentitlement to vote	16
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Objection to voter	17
Appointment of proxy	17
Lodgement of proxy	17
Effect of proxy vote	18
Decisions	18
Admission to general meetings	18
Auditor's right to be heard	18
Direct Voting	19
General conduct of meeting	20
13 Appointment, removal and remuneration of directors	20
Minimum and maximum number of directors	20
Change to numbers of directors	20
Period of office	21
Retirement by rotation	21
Retiring directors to remain in office until successors appointed	22
Casual vacancy	22
Removal by members	22
Appointment by Members	22
Directors' fees and remuneration	22
Directors' expenses	23
Special remuneration	23
Increase in fees	23
No share qualification	23
Vacation of office	23
14 Powers and duties of directors	24
General power of management	24
Borrowing Powers	24
Options	24
Negotiable Instruments	24
15 Proceedings of directors	24
Directors to regulate as quorum	24
Convening of meetings	24
Written resolution	24
Deemed date of passing resolution	25
Telephone and other meetings	25
Decisions of the directors	25
Minutes of meeting of directors	25
Chair must sign minutes	26
Appointment of alternate director	26
Ending of appointment of alternate director	26
Authority to act where vacancy	26
Chairperson	26
Substitute chairperson	26
Committee of directors	27
Regulation of committee of directors	27
Determination by majority vote	27
No casting vote	27
Defects in appointments	27
Disqualification	27
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	Director's personal interests	27
	Declaration of interests	28
	Interests obtained post contract	28
	Interested directors not included in quorum	28
	Failure to disclose	28
	Directors of related corporations	28
	Interested director may attest seal	28
	Director's guarantee	28
	Partnership/other interests	28
	Directors aware of interest	29
16	Executive directors	29
	Appointment	29
	Cessation of appointment	29
	Remuneration	29
	Powers of managing director	30
17	Secretary	30
18	Seal	30
	Directors may elect to adopt a Seal	30
	Safe custody of Seal	30
	Authority to use Seal	30
	Where no seal is adopted	30
19	Minutes	30
	Minutes of meetings	30
20	Records	31
	Records	31
	Keeping records	31
21	Powers of attorney	31
	Powers of attorney	31
	Limits on power	31
22	Auditor	32
23	Dividends and reserves	32
	Declaration or determination	32
	Interim dividends	32
	Source of dividends	32
	Reserved profits	32
	Entitlement to dividends	32
	Ranking of dividends	32
	Amounts advanced on shares	32
	Deduction from dividends of money owing	33
	Payment of dividends by distribution of property	33
	Directors to settle differences	33
	Payment of dividends by cash	33
24	Transfers	34
	Authority to capitalise profits	34
25	Notices	34
	Method	34
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	Deemed receipt	34
	Notice to joint holders	35
	Notice in case of death or bankruptcy	35
	Persons entitled to notice	35
26	Winding up	35
	Division of property among members	35
	Vesting property on trustees	36
27	Non-marketable parcels	36
	Notice	36
	Divestiture	36
	Proceeds of sale	37
	Other provisions	37
28	Proportional takeover bid	37
29	Indemnity	39
	Former officers	39
	Insurance premiums	40
30	Miscellaneous	40
	Replaceable rules do not apply	40
	Limited liability	40
	Compliance with Listing Rules	40
	Compliance with ASX Settlement Operating Rules	41
31	Definitions and interpretation	41
	Definitions	41

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Deleted: 1 Shares and variation of rights 1¶ Nature of Company 1¶

Issue of shares 1¶

Number of shareholders 1¶

Price on issue 1¶

Issue of classes of shares 1¶

Non-variation of rights 1¶

Variation of rights 1¶

Redeemable preference shares 2¶

Holder's right to participate in profits and property 2¶ Holder's other rights 2¶

Redemption of redeemable preference shares 2¶

Brokerage and commission 3¶
Shares held on trust or jointly 3¶ Registered holders treated as absolute owners 3¶ Non-recognitionof other interests 3¶
Joint holders 3¶
Certificates 3¶

Entitlement to certificates	3¶
Delivery to joint holders	4¶
5 Lien 4¶
Lien on unpaid capital 4¶
Lien on other money owing	4¶
Lien to apply to dividends	4¶
Enforcement of lien 4¶
Uncertificated Shares 5¶
Company's right of sale	5¶
Restrictions on sale 5¶		...

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1 Shares and variation of rights

Nature of Company

1.1 The Company is a public company. It is limited by shares.

Issue of shares

1.2 Subject to the Listing Rules, the directors have sole power to issue shares or options to buy or subscribe for shares in the Company. Subject to the Corporations Act 2001 and the Listing Rules, shares and options in the Company may be issued on any conditions as determined by the directors.

Number of shareholders

1.3 There is no limit on the number of shareholders the Company may have.

Price on issue

1.4 The directors may issue and allot shares in the Company at any price they consider appropriate.

Issue of classes of shares

1.5 The directors may issue classes of shares in the Company as they think fit with preferred, deferred or other special rights or restrictions, and with such rights to dividend, voting, return of capital or otherwise and at such price as the directors think fit. An issue of shares under this clause is without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but is subject to the Corporations Act 2001 and the Listing Rules.

Non-variation of rights

1.6 The rights conferred on the holders of the shares of any class are deemed not to be varied by the creation or issue of further shares ranking equally with them unless otherwise expressly provided by the conditions of issue of the shares of that class.

Variation of rights

1.7 The Company can only vary the rights attaching to a class of shares if one of the following applies:

the holders of 75% of the shares issued in that class consent to the variation in writing; or
a special resolution is passed at a general meeting of the holders of that class of shares allowing the variation to be made.

However, this clause does not apply if the terms on which shares in that class were issued state otherwise.

Redeemable preference shares

1.8 The directors may issue preference shares subject to the Corporations Act 2001 and the Listing Rules on the condition that they are to be redeemed or at the option of the

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Company are liable to be redeemed in accordance with conditions set by the directors. These conditions cannot be altered by the directors.

Holder's right to participate in profits and property

1.9 The holder of a redeemable preference share has each of the following rights:

the right to a preferential dividend in priority to the payment of any dividend on any other class of shares; and
the right in a winding up, reduction of capital and on redemption, to payment in cash equally among holders of the same class of preference shares, and in priority to any other class of shares in return of capital and in priority in respect of the amount of any dividend declared but unpaid on the share at that time.

The holder has no other right to participate in the profits or property of the Company.

Holder's other rights

The holder of a redeemable preference share has the same right as the holder of an ordinary share to receive notice of a meeting, to receive a copy of any documents sent to members or to be laid before that meeting, and to attend that meeting.
The holder may only vote in the following circumstances:
1. during a period during which a dividend (or part of a dividend) in respect of the share is in arrears;
2. on a proposal to reduce the Company's share capital;
3. on a resolution to approve the terms of a buy-back agreement;
4. on a proposal that affects rights attached to the share;
5. on a proposal to wind up the Company;
6. on a proposal for the disposal of the whole of the Company's property, business and undertaking; and
7. during the winding up of the Company.

Redemption of redeemable preference shares

1.12 A redeemable preference share may only be redeemed if it has been fully paid. It may be redeemed on a date set by the directors. If the directors do not set a date, it is redeemable 5 years after the date it was issued.

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2 Brokerage and commission

2.1 Subject to the Corporations Act 2001, the Company may pay brokerage or commissions to a person who agrees to buy shares or arrange for others to buy them. It may be paid in cash, in securities of the Company, or both.

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3	Shares held on trust or jointly

Registered holders treated as absolute owners

3.1 Except as required by law, the Company may treat the registered holder of a share as the absolute owner of the share.

Non-recognition of other interests

3.2 Except where this constitution or the Corporations Act 2001 states otherwise, the only interest in shares that the Company must recognise is the registered shareholder's absolute right to the whole of the share. The Company will not recognise that a person holds a share on trust for someone else. Nor will it recognise a contingent, future or partial interest in any share or part of a share.

Joint holders

If 2 or more persons are registered as the holders of a share they are taken to hold the share as joint tenants with rights of survivorship and on the basis that:
1. they or their respective legal personal representatives are liable jointly and severally for all payments due in respect of the share;
2. subject to the preceding paragraph, on the death of any one of them, the survivor or survivors are the only person or persons whom the Company may recognise as having any interest in the share. The directors may require any evidence of death of any registered holder as they think fit; and
3. any registered holder may give an effective receipt for any dividend or other distribution.
No more than 3 persons are entitled to be registered as the holders of a share.

4 Certificates

Entitlement to certificates

The Company must give a registered shareholder (whose shares are not held as an uncertificated holding), free of charge, a share certificate marked with the company seal in respect of his or her shares. However, if the Company does not maintain a company seal the certificate must be signed by either:
1. two directors; or
2. a director and the secretary.
The directors may permit a shareholder's holding to be held as an uncertificated holding under the ASX Settlement Operating Rulesand they must do so if the Listing Rules or the ASX Settlement Operating Rulesrequire that shares are to be held as uncertificated holdings.
If all the shares in a class are to be held only as uncertificated holdings under the ASX Settlement Operating Rules, the Company need not provide a share certificate

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to the shareholder but must provide the shareholder with a statement of the shareholder's holding in accordance with the ASX Settlement Operating Rulesand the Listing Rules. If the Company operates an Issuer Sponsored Sub-register, it must allocate a unique SRN for each holding of shares. A member may have more than one holding each of which will have a unique SRN. Each new holding of shares on the Issuer Sponsored Sub-register must be allocated a unique SRN for that holding.

Delivery to joint holders

4.4 If shares are jointly owned, it is sufficient to give a share certificate to one of the joint shareholders.

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5 Lien

Lien on unpaid capital

5.1 The Company has a first and paramount lien on every partly paid security for all money due which has been called or is payable by instalment in respect of that security, but which is unpaid, together with reasonable interest and expenses incurred because the amount is not paid.

Lien on other money owing

5.2 The Company also has a first and paramount lien on securities for all money (including reasonable interest and expenses incurred because the amount is not paid):

owing to the Company on securities acquired under an employee incentive scheme in relation to their acquisition; or
which the Company is required by law to pay and which has been paid in respect of securities of a member or of the estate of a deceased member.

Lien to apply to dividends

5.3 The Company's lien (if any) on a security extends to all dividends payable in respect of the security and reasonable interest and expenses incurred because the amount is not paid.

Enforcement of lien

The Company may do all things which the Directors think necessary or appropriate to do under the ASX Settlement Operating Rulesof the Listing Rules to enforce or protect the Company's lien.
While the Company has a lien on any shares held on a CHESS sub-register, the Company must, if required, give notice that a holding lock is to be applied in the form and manner set out in the ASX Settlement Operating Rules.

Uncertificated Shares

5.6 While the Company has a lien on any shares held on a CHESS sub-register, the Company must, if required, give notice that a holding lock is to be applied in the form and manner set out in the ASX Settlement Operating Rules.

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Disclaimer

Zicom Group Limited published this content on 27 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2023 08:05:58 UTC.

Market Closed - Australian S.E. Other stock markets 01:10:14 2024-04-02 am EDT			5-day change	1st Jan Change
0.05 ^AUD	0.00%		0.00%	+25.00%

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Zicom Group Limited

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ZGL

AU000000ZGL4

Oil Related Services and Equipment

Zicom : ZGL - Zicom Australia Limited - constitution - TG 17.10.23

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