Annual General Meeting 2025

Agenda Item 7 – Amendment to the Constitution

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A special resolution (approved by at least 75% of votes cast by members entitled to vote) is required to amend the Constitution. The more substantive changes proposed to the Constitution are:

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Rule 1.5 (Notices):

In 2022, amendments were made to the Corporations Act 2001 to permanently enshrine the ability to hold virtual and hybrid meetings, electronic distribution of meeting materials and electronic execution of company documents. As a result of this, it is proposed that Rule 1.5 of the Company’s Constitution be amended to take into account the ability to give notice or provide other documents to members by electronic means. Such documents include those relating to meetings of members or resolutions to be considered by members; annual financial reports and notices of members’ rights.

It is intended that the Company be permitted to send these documents in a physical form through:

c) physical notice or an electronic notice that allows for electronic access to the document;

d) by sending the document itself electronically; or

e) in respect of annual financial reports only, making this available on their website.

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Rule 2.1 (Providing financial accommodation and accepting deposits):

It is proposed to amend Rule 2.1 to give the Company the ability to receive deposits from, and provide financial accommodation to, non-members, should the Company decide to do so, while noting that the primary purpose of the Company remains to receive deposits from, and provide financial accommodation to, members.

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Rule 3.3 (Joint Members):

As the Company no longer admits members as joint members, it is proposed to delete this redundant rule.

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Rule 4.3 (Termination by the Board):

The Company is proposing a number of amendments to Rule 4.3 to enable a mechanism by which a member’s member share may be redeemed, and their membership terminated, in the event that the member engages in conduct which risks or endangers the Company, other members, or the employees or officers of the Company.

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Rule 8.4 (Use of technology at general meetings):

The 2022 amendments to the Corporations Act on the ability to hold virtual and hybrid meetings do not mandate a particular meeting format. The Act does however require that companies give members, as a whole, a reasonable opportunity to participate at meetings. It is therefore proposed that Rule 8.4 be amended to allow members to use technology as an equivalent opportunity to engage and participate at meetings as they would attending a meeting in person.

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Rule 15.1 (Execution of Documents):

The proposed changes to this rule reflect recent changes made to the Corporations Act 2001 in relation to who can execute documents on behalf of a company.

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Appendix 3, Section 2(3) (Election of Directors – Nominations):

At the April 2025 Special General Meeting, members approved a number of amendments to the Constitution, including removing a requirement that a candidate for election as a director must have been a member of the Company for at least 24 months prior to the date of their nomination.

However, a similar requirement set out in Appendix 3, Section 2(3)(b) was not removed, giving rise to an inconsistency. It is therefore proposed to harmonise these requirements by removing the minimum membership period stated at Appendix 3, Section 2(3)(b).

Copies of the Schedule of Proposed Constitutional Amendments to be tabled at the meeting and the Constitution showing the proposed changes are available.