Company Law: Shares, Directors, and Meetings, Schemes and Mind Maps of Business

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C O M PA N Y C O N S T I T U T I O N A M E N D E D A U G 2 0 1 8 I

ACN 007 702 927

Ellex Medical Lasers Limited

Company

Constitution

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A. Shares and variation of rights

Nature of Company

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

Issue of shares

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 and

the Listing Rules, shares and options in the Company may be issued on any conditions

as determined by the directors.

Number of shareholders

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

Price on issue

4. The directors may issue and allot shares in the Company at any price they

consider appropriate.

Issue of classes of shares

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 regulation 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 and the Listing Rules.

Non-variation of rights

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

7. The company can only vary the rights attaching to a class of shares if one of the

following applies:

7.1. the holders of 75% of the shares issued in that class consent to the variation

in writing; or

7.2. 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 regulation does not apply if the terms on which shares in that class were

issued state otherwise.

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Redeemable preference shares

8. The directors may issue preference shares subject to the Corporations Act and the

Listing Rules on the condition that they are to be redeemed or at the option of the

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

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

9.1. the right to a preferential dividend in priority to the payment of any dividend on

any other class of shares; and

9.2. 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

10. 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:

10.1. during a period during which a dividend (or part of a dividend) in respect of the

share is in arrears;

10.2. on a proposal to reduce the Company’s share capital;

10.3. on a resolution to approve the terms of a buy-back agreement;

10.4. on a proposal that affects rights attached to the share;

10.5. on a proposal to wind up the Company;

10.6. on a proposal for the disposal of the whole of the Company’s property,

business and undertaking; and

10.7. during the winding up of the Company.

Redemption of redeemable preference shares

11. 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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C. Shares held on trust or jointly

Registered holders treated as absolute owners

13. 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

14. Except where this constitution or the Corporations Act 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

15. If two 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:

15.1. they or their respective legal personal representatives are liable jointly and

severally for all payments due in respect of the share;

15.2. 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;

15.3. any registered holder may give an effective receipt for any dividend or

other distribution.

16. No more than three persons are entitled to be registered as the holders of a share.

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D. Certificates

Entitlement to certificates

17. 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:

17.1. two directors; or

17.2. a director and the secretary.

18. The directors may permit a shareholder’s holding to be held as an uncertificated holding

under the Operating Rules of a Prescribed CS Facility and they must do so if the Listing

Rules or the Operating Rules of a Prescribed CS Facility require that shares are to be held

as uncertificated holdings.

19. If all the shares in a class are to be held only as uncertificated holdings under the

Operating Rules of a Prescribed CS Facility, the Company need not provide a share

certificate to the shareholder but must provide the shareholder with a statement of the

shareholder’s holding in accordance with the Operating Rules of a Prescribed CS Facility

and 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

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

joint shareholders.

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Effect of sale of shares over which company has lien

27. If the directors sell shares over which the Company has a lien, the directors must

authorise the transfer of those shares to the purchaser. The directors must register

the purchaser as the shareholder. The purchaser has no responsibility to oversee the

Company’s use of the purchase money, and his or her right to the shares is not affected

by any irregularity in the sale.

Proceeds of sale

28. The Company may retain from the proceeds of the sale an amount up to the amount

immediately payable on the shares. It must pay any excess to the person who was

entitled to the shares immediately before the sale after deducting any amount that still

remains unpaid on the shares, whether it is immediately payable or not.

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F. Calls on shares

Payments due on fixed dates

29. If shares are issued on the basis that the shareholder must make payments on fixed

dates, the happening of one of those dates is regarded as a call on that date and all the

regulations relating to calls apply.

Calls

30. If a shareholder has not paid the full price of shares, and the money is not payable at

fixed times, the directors may pass a resolution requiring the shareholder to pay a certain

amount (a ‘call’) in relation to the shares. The call may be made payable either in a single

sum or by instalments.

Notification of call

31. If the directors make a call then, subject to the Listing Rules, they must notify the affected

shareholders in writing at least 30 days before the payment is due. The notification must

specify the amount, time and date of the payment and any other matters required by the

Listing Rules.

Revocation of call

32. If permitted by the Listing Rules, the directors may revoke or postpone a call or extend

the time for payment of any call.

Deemed time of call

33. A call is deemed to have been made at the time when the resolution of the directors

authorising the call was passed.

Liability of joint holders

34. The owners of a share that is held jointly are jointly and severally liable to pay all calls in

respect of that share. This means that the Company may recover the call amount from

any one or more of the joint holders, but must not obtain more than the amount of the

call from those joint holders.

Interest on outstanding sums

35. If a sum called in respect of a share is not paid before or on the day appointed for

payment of the sum, the person from whom the sum is due must pay interest at the

rate specified in the notice given under regulation 31 not exceeding 10% per annum

calculated from the day appointed for payment of the sum to the time of actual payment.

The directors may waive payment of interest wholly or in part.

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G. Alteration of capital

Power

39. The Company may:

39.1. consolidate and divide all or any of its share capital into shares of larger

amount than its existing shares;

39.2. subdivide all or any of its shares into shares of smaller amount; and

39.3. cancel shares that, at the date of the passing of the resolution, have not

been taken or agreed to be taken by any person or have been forfeited.

in any manner allowed under the Corporations Act and the Listing Rules.

Reduction of capital

40. The Company may reduce its share capital in any manner allowed under the

Corporations Act and the Listing Rules.

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H. Transfer of shares

Form of transfer

41. Subject to the Corporations Act and the Listing Rules, a shareholder may transfer

shares to another person by completing:

41.1. a written transfer document, in a common form;

41.2. a proper Prescribed CS Facility transfer; or

41.3. a form approved by the directors;

signed by or on behalf of the shareholder and the transferee.

Execution of instruments of transfer

42. Unless the transfer is a proper Prescribed CS Facility transfer, to have a transfer

registered by the Company, the transferor or transferee must give the completed

transfer form and the relevant share certificates to the Company. No fee may be

charged to register a transfer in registrable form. The directors may require additional

evidence of the transferor’s entitlement to be registered before registering the transfer.

The transferee becomes the holder of the shares when the transfer is registered and

his or her name is entered in the register of shareholders. The company will retain the

transfer document.

43. A Prescribed CS Facility regulated transfer must be effected by a proper Prescribed

CS Facility transfer and registered in accordance with the Operating Rules of a

Prescribed CS Facility.

Refusal to register

44. Subject to the provisions of the Corporations Act and the Listing Rules, the directors

may, in their absolute discretion, refuse to register any transfer of shares or other

securities or request a Prescribed CS Facility to apply a holding lock to prevent a

transfer of ail or any of them:

44.1. where a law relating to stamp duty prohibits the Company from registering it;

44.2. where the Company has a lien on the securities in accordance with the

Listing Rules;

44.3. if it is served with a court order that restricts the holder’s capacity to transfer the

shares or other securities (as the case may be); or

44.4. in any circumstances permitted by the Listing Rules.

45. The directors must refuse to register a transfer of shares:

45.1. if the shares are classified under the Listing Rules or by the ASX as restricted

securities and the transfer is or might be in breach of the Listing Rules or any

escrow agreement entered into by the Company under the Listing Rules in

relation to those shares; or

45.2. where the Company or the directors are required to do so by the Listing Rules.