Dicker Data : Constitution

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EXPERIENCE is the difference PH: 1800 688 586 www.dickerdata.com.au [email protected] only ASX ANNOUNCEMENT 20 May 2022 CONSTITUTION use Dicker Data Limited ( Dicker Data ) (ASX:DDR) advises that amendments to its Constitution were approved via a resolution of hareholders at the Company's Annual General Meeting held 20 May 2022. A copy of the amended Constitution is attached. Authorised for release by the Board of Dicker Data Limited. personal David Dicker Chairman and CEO For only About Dicker Data Dicker Data (ASX: DDR) is an Australian-owned and operated, ASX-listed technology hardware, software, and cloud distributor with over 42 years of experience. Our sales and presales teams are experienced product specialists who are dedicated to helping you tailor solutions to suit your client's needs. As a distributor, we sell exclusively to our valued partner base of over 6,000 resellers. We pride ourselves on developing use strong long-term relationships with our customers, and helping them grow . This customer-first approach means we are proactive in engaging with our resellers and allows us to dynamically shift with changing market conditions, in turn helping to increase profitability . Dicker Data distributes a wide portfolio of products from the world's leading technology vendors, including Cisco , Citrix , Dell Technologies , Hewlett Packard Enterprise , HP , Lenovo , Microsoft , and other Tier 1 global brands. As the leading Australian distributor for many of these vendors, Dicker Data is dedicated to helping our partners deliver industry-leading solutions built on the world's best technologies. https://www.dickerdata.com.au/ personalFor EXPERIENCE is the difference PH: 1800 688 586 www.dickerdata.com.au [email protected] For personal use only Constitution of Dicker Data Limited ACN 000 969 362 as at 20 May 2022 K&L Gates Sydney office For personal use only Table of Contents 1. Definitions and interpretation 6 1.1 Definitions 6 1.2 Interpretation 8 1.3 Replaceable rules 8 1.4 Compliance with the Act 9 1.5 Transitional 9 1.6 Listing Rules and ASX Settlement Operating Rulesonly apply if Company is listed 9 1.7 Constitution subject to Listing Rules if Company is listed 9 2. Capital 9 2.1 Power of Directors to issue Shares and other securities 9 2.2 Preference Shares 10 2.3 Classes of Shares 10 2.4 Brokerage 10 2.5 Non-recognition of equitable or other interests 11 2.6 Register of debenture holders: suspension 11 3. Restricted Securities 11 3.1 Definitions 11 3.2 Compliance with Listing Rules 11 3.3 Holding lock 11 3.4 Disposals during escrow period 11 3.5 Return of capital 12 3.6 Company's obligations if breach 12 4. Certificates 12 4.1 Uncertificated holdings 12 4.2 Certificated holdings 12 4.3 Issue of certificates 12 4.4 Entitlement of Member to certificate 12 4.5 Certificate for joint holders 12 4.6 Cancellation of certificate on transfer 13 4.7 Replacement of certificates 13 5. Clearing and Settlement Facilities 13 5.1 Participation in CHESS 13 5.2 Participation in other CS Facilities 14 5.3 Compliance with ASX Settlement Operating Rules 14 5.4 Registers 14 5.5 No interference with transfer under the ASX Settlement Operating Rules 14 6. Lien on Shares 14 6.1 Company has lien 14 6.2 Exercise of lien 15 6.3 Completion of sale 15 6.4 Application of proceeds of sale 15 7. Calls on Shares 15 7.1 Calls 15 For personal use only Table of Contents (ctd) 2 Liability of joint holders for calls Interest on unpaid amounts Fixed sums taken to be called Differentiation between Members Prepayments of calls 8. Transfer of Shares Transferability of certificated Shares Registration of transfers Restrictions on transfer Notice of non-registration Suspension of transfers Cases where registration may be refused 9. Transmission of Shares Entitlement to Shares on death Registration of persons entitled Dividends and other rights 10. Forfeiture of Shares Liability to forfeiture Surrender of Shares Power to forfeit Powers of Directors Consequences of forfeiture Notice of forfeiture Evidentiary matters Transfers after forfeiture and sale Fixed amounts taken to be calls 11. Alteration of capital Power to alter capital Power to reduce capital Power to buy Shares Share plans Fractions of Shares 12. Sale of small holdings of Shares Definitions Disposal Notice Limits on Company's power to sell Sale of Shares Proceeds and costs of sale Sale of holdings created on or after 1 September 1999 Effect of sale Further action Registration of transfer Where Shares of more than one Member sold Rights of purchaser Limit on Member's remedies 16 16 16 16 16 17 17 17 17 18 18 18 18 18 19 19 19 19 20 20 20 20 21 21 21 21 21 21 22 22 22 22 22 22 23 24 24 24 24 25 25 25 25 25 25 This is an excerpt of the original content. To continue reading it, access the original document here .

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