Genesis Resources : Amended Company Constitution

About this update from Genesis Resources Limited

For personal use only Genesis Resources Limited (ASX: GES) ASX and Media Release 22 November 2021 Amended Company Constitution Genesis Resources Limited attaches a copy of its amended constitution, following shareholder approval at its 2021 Annual General Meeting. -ENDS- Authorisation : This announcement has been authorised by the Board of Genesis Resources Limited. For further information, contact: Alyn Tai Company Secretary Genesis Resources Limited [email protected] GENESIS RESOURCES LIMITED ACN 114 787 469 Level 8, 555 Bourke Street, Melbourne, Victoria 3000, Australia T + 61 3 9853 2300 | www.genesisresourcesltd.com.au For personal use only Constitution Genesis Resources Limited ACN 114 787 469 Corporations Act 2001 (Cth) Public Company Limited by Shares Incorporated in Victoria Adopted with shareholder approval on 28 November 2019 Amended with shareholder approval on 22 November 2021 For personal use only Table of contents 1. Preliminary, definitions and interpretations 7 1.1 Company status and replaceable Rules 7 1.2 Definitions 7 1.3 Interpretation 8 2. ASX Listing Rules 9 2.1 Application while Listed 9 2.2 ASX Listing Rules Appendix 15A 9 3. Directors 10 3.1 Number of Directors 10 3.2 Qualification 10 3.3 Appointment by the Board 10 3.4 Election by general meeting 10 3.5 Eligible candidates 10 3.6 One third of Directors retire annually 11 3.7 Selection of Directors to retire 11 3.8 Time of retirement 11 3.9 Cessation of Director's appointment 11 3.10 Removal from office 12 3.11 Too few Directors 12 4. Alternate Directors 12 4.1 Appointment of Alternate Directors 12 4.2 Notice of Board meetings 12 4.3 Obligations and entitlements of Alternate Directors 12 4.4 Termination of appointment 13 4.5 Appointments and revocations in writing 13 5. Powers of the Board 13 5.1 Powers generally 13 5.2 Exercise of powers 13 5.3 Sale of main undertaking 13 6. Executing negotiable instruments 13 7. Managing Director 14 7.1 Appointment and power of Managing Director 14 7.2 Retirement and removal of Managing Director 14 7.3 Multiple Managing Directors 14 7.4 Termination of appointment of Managing Director 14 8. Delegation of Board powers 15 8.1 Power to delegate 15 8.2 Power to revoke delegation 15 8.3 Terms of delegation 15 8.4 Proceedings of committees 15 9. Directors' duties and interests 15 9.1 Compliance with duties under the Corporations Act 15 9.2 Director not disqualified from holding other offices etc 15 For personal use only Page ii 9.3 Disclosure of interests 15 9.4 Director interested in a matter 16 9.5 Agreements with third parties 16 9.6 Obligation of secrecy 16 10. Directors' remuneration 16 10.1 Remuneration of Executive Directors 16 10.2 Remuneration of non executive Directors 17 10.3 Additional Remuneration for extra services 17 10.4 Expenses of Directors 17 10.5 Directors' retirement benefits 17 11. Officers' indemnity and insurance 18 11.1 Indemnity 18 11.2 Insurance 18 11.3 Former officers 18 11.4 Deeds 18 12. Board meetings 18 12.1 Convening Board meetings 18 12.2 Notice of Board meeting 19 12.3 Use of technology 19 12.4 Chairing Board meetings 19 12.5 Quorum 19 12.6 Majority decisions 19 12.7 Procedural Rules 19 12.8 Written resolution 20 12.9 Additional provisions concerning written resolutions 20 12.10 Valid proceedings 20 13. Meetings of members 20 13.1 Annual general meeting 20 13.2 Calling meetings of members 20 13.3 Notice of meeting 20 13.4 Postponement or cancellation 21 13.5 Fresh notice 21 13.6 Notice to joint holders of shares 21 13.7 Technology 21 13.8 Accidental omission 21 13.9 Class meetings 21 14. Proceedings at meetings of members 22 14.1 Member present at meeting 22 14.2 Quorum 22 14.3 Quorum not present 22 14.4 Chairing meetings of members 22 14.5 Attendance at meetings of members 22 14.6 Members rights suspended while call unpaid 23 14.7 Chairman's powers at a meeting of members 23 14.8 Admission to general meetings 23 14.9 Adjournment 24 14.10 Business at adjourned meetings 24 15. Proxies, attorneys and representatives 24 For personal use only Page iii 15.1 Appointment of proxies 24 15.2 Member's attorney 24 15.3 Deposit of proxy forms and powers of attorney 24 15.4 Evidence of proxy forms, powers of attorney and other appointments 24 15.5 Corporate representatives 25 15.6 Standing appointments 25 15.7 Suspension of proxy or attorney's powers if member present 25 15.8 Priority of conflicting appointments of attorney or representative 25 15.9 More than two current proxy appointments 25 15.10 Continuing authority 25 16. Entitlement to vote 26 16.1 Determining voting entitlements 26 16.2 Number of votes 26 16.3 Chairman has no casting vote 27 16.4 Votes of joint holders 27 16.5 Votes of transmittees and guardians 27 16.6 Voting restrictions 27 16.7 Decision on right to vote 27 17. How voting is carried out 28 17.1 Method of voting 28 17.2 Demand for a poll 28 17.3 When and how polls must be taken 28 17.4 Direct Voting 28 18. Secretary 29 18.1 Appointment of Secretary 29 18.2 Terms and conditions of office 29 18.3 Cessation of Secretary's appointment 29 18.4 Removal from office 29 19. Minutes 29 19.1 Minutes must be kept 29 19.2 Minutes as evidence 30 19.3 Inspection of minute books 30 20. Company seals 30 20.1 Common seal 30 20.2 Use of seals 30 20.3 Fixing seals to documents 30 21. Financial reports and audit 30 21.1 Company must keep financial records 30 21.2 Financial reporting 31 21.3 Audit 31 21.4 Conclusive reports 31 21.5 Inspection of financial records and books 31 22. 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