Adneo LimitedASX: AD1

Amended Constitution

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16 December 2021

Amended Constitution

Amendments to AD1 Holdings Limited's Constitution were approved by shareholders at today's Annual General Meeting.

The amended Constitution is attached.

END

This release has been authorised by the Company Secretary of the Company.

For personal use only

Constitution

AD1 Holdings Limited

For personal use only

Constitution of AD1 Holdings Limited

Preliminary

7

1.

Defined terms

7

2.

Interpretation

8

3.

Replaceable rules

8

4.

Transitional provisions

9

Shares

9

5.

Currency

9

6.

Issue of Shares

9

7.

Commission and brokerage

9

8.

Trusts not recognised

10

9.

Joint holders

10

10.

Share certificates

10

11.

Variation of class rights

10

12.

Non-marketable parcels

11

Calls

13

13.

General

13

14.

Instalments and amounts which become payable

13

15.

Interest and expenses

13

16.

Recovery of amounts due

14

17.

Differentiation

14

18.

Payment of calls in advance

14

Lien and forfeiture

14

19.

Lien

14

20.

Lien sale

15

21.

Forfeiture notice

15

22.

Forfeiture

16

23.

Liability of former Member

16

24.

Disposal of Shares

17

Constitution | AD1 Holdings Ltd | page 2

For personal use only

Transfer of Shares

  1. General
  2. Transfer procedure
  3. Right to refuse registration

Transmission of Shares

  1. Title on death
  2. Entitlement to transmission

Changes to Share capital

  1. Alteration of share capital
  2. Reductions of capital
  3. Ancillary powers
  4. Buy-backs

Powers of attorney

34. Powers of attorney

General meetings

  1. Calling general meeting
  2. Notice
  3. Business

Proceedings at general meetings

  1. Member
  2. Quorum
  3. Chairperson
  4. General conduct
  5. Postponement and Adjournment
  6. Decisions
  7. Taking a poll
  8. Casting vote of chairperson
  9. Admission to general meetings
  10. Auditor's right to be heard

17

17

18

18

19

19

19

20

20

20

21

21

21

21

21

21

22

22

23

23

23

23

24

24

25

26

26

26

27

Constitution | AD1 Holdings Ltd | page 3

For personal use only

Votes of Members

27

48.

Entitlement to vote

27

49.

Unpaid calls

28

50.

Joint holders

28

51.

Objections

29

52.

Votes by proxy

29

53.

Direct Votes

29

54.

Document appointing proxy

30

55.

Proxy in blank

30

56.

Lodgment of proxy

31

57.

Validity

31

58.

Representatives of bodies corporate

31

Appointment and removal of Directors

32

59.

Number of Directors

32

60.

Qualification

32

61.

Power to remove and appoint

32

62.

Additional and casual Directors

33

63.

Retirement of Directors

33

64.

Eligibility for election as Director

33

65.

Vacation of office

33

Remuneration of Directors

34

66.

Remuneration of Non-Executive Directors

34

67.

Remuneration of Executive Directors

35

68.

Retirement benefits

35

Powers and duties of Directors

35

69.

Directors to manage Company

35

Proceedings of Directors

36

70.

Directors' meetings

36

71.

Decisions

36

Constitution | AD1 Holdings Ltd | page 4

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