CONSTITUTION
⎯
ARB CORPORATION LIMITED
ACN 006 708 756
⎯
Adopted by special resolution passed on 28 October 2022
Constitution of ARB Corporation Limited
Preliminary | 6 | |
1. | Defined terms | 6 |
2. | Interpretation | 7 |
3. | Replaceable rules | 7 |
4. | Transitional provisions | 8 |
Shares | 8 | |
5. | Currency | 8 |
6. | Issue of Shares | 8 |
7. | Preference Shares | 9 |
8. | Commission and brokerage | 10 |
9. | Trusts not recognised | 10 |
10. | Joint holders | 10 |
11. | Share certificates | 10 |
12. | Variation of class rights | 11 |
13. | Non-marketable parcels | 11 |
Calls | 13 | |
14. | General | 13 |
15. | Instalments and amounts which become payable | 13 |
16. | Interest and expenses | 14 |
17. | Recovery of amounts due | 14 |
18. | Differentiation | 14 |
19. | Payment of calls in advance | 14 |
Lien and forfeiture | 14 | |
20. | Lien | 14 |
21. | Lien sale | 15 |
22. | Forfeiture notice | 15 |
23. | Forfeiture | 16 |
24. | Liability of former Member | 16 |
25. | Disposal of Shares | 16 |
Transfer of Shares | 17 | |
26. | General | 17 |
27. | Transfer procedure | 18 |
28. | Right to refuse registration | 18 |
29. | Escrow restrictions | 19 |
Transmission of Shares | 19 | |
30. | Title on death | 19 |
31. | Entitlement to transmission | 19 |
Constitution: ARB Corporation Limited | Page 2 |
Changes to Share capital | 20 | |
32. | Alteration of share capital | 20 |
33. | Reductions of capital | 20 |
34. | Ancillary powers | 21 |
35. | Buy-backs | 21 |
Powers of attorney | 21 | |
36. | Powers of attorney | 21 |
General meetings | 21 | |
37. | Calling general meeting | 21 |
38. | Notice | 22 |
39. | Business | 23 |
Proceedings at general meetings | 23 | |
40. | Member | 23 |
41. | Quorum | 23 |
42. | Chairperson | 24 |
43. | General conduct | 24 |
44. | Postponement and Adjournment | 24 |
45. | Decisions | 26 |
46. | Taking a poll | 26 |
47. | Casting vote of chairperson | 27 |
48. | Admission to general meetings | 27 |
49. | Auditor's right to be heard | 28 |
Votes of Members | 28 | |
50. | Entitlement to vote | 28 |
51. | Unpaid calls | 29 |
52. | Joint holders | 29 |
53. | Objections | 29 |
54. | Votes by proxy | 29 |
55. | Direct Votes | 30 |
56. | Document appointing proxy | 30 |
57. | Proxy in blank | 31 |
58. | Lodgement of proxy | 31 |
59. | Validity | 31 |
60. | Representatives of bodies corporate | 32 |
Appointment and removal of Directors | 32 | |
61. | Number of Directors | 32 |
62. | Qualification | 32 |
63. | Power to remove and appoint | 33 |
64. | Additional and casual Directors | 33 |
65. | Retirement of Directors | 33 |
66. | Eligibility for election as Director | 33 |
67. | Vacation of office | 34 |
Constitution: ARB Corporation Limited | Page 3 |
Remuneration of Directors | 34 | |
68. | Remuneration of Non-Executive Directors | 34 |
69. | Remuneration of Executive Directors | 35 |
70. | Retirement benefits | 35 |
Powers and duties of Directors | 36 | |
71. | Directors to manage Company | 36 |
Proceedings of Directors | 36 | |
72. | Directors' meetings | 36 |
73. | Decisions | 37 |
74. | Directors' interests | 37 |
75. | Alternate Directors | 38 |
76. | Remaining Directors | 38 |
77. | Chairperson | 38 |
78. | Delegation | 39 |
79. | Written resolutions | 39 |
80. | Validity of acts of Directors | 40 |
81. | Minutes | 40 |
Executive Directors | 40 | |
82. | Appointment | 40 |
83. | Powers of Executive Directors | 41 |
Local management | 41 | |
84. | General | 41 |
85. | Appointment of attorneys and agents | 42 |
Secretary | 42 | |
86. | Secretary | 42 |
Seals | 42 | |
87. | Common Seal | 42 |
88. | Duplicate Seal | 43 |
Inspection of records | 43 | |
89. | Times for inspection | 43 |
Dividends and reserves | 43 | |
90. | Dividends | 43 |
91. | Amend resolution to pay dividend | 43 |
92. | No interest | 43 |
93. | Reserves | 44 |
94. | Dividend entitlement | 44 |
95. | Deductions from dividends | 45 |
96. | Distribution of assets | 45 |
97. | Payment | 45 |
98. | Election to reinvest dividend | 46 |
Constitution: ARB Corporation Limited | Page 4 |
99. | Election to accept Shares in lieu of dividend | 46 |
100. | Capitalisation of amounts available for distribution | 47 |
Notices | 48 | |
101. | Service of notices | 48 |
102. | Persons entitled to notice | 49 |
Audit and financial records | 49 | |
103. | Company to keep financial records | 49 |
Winding up | 49 | |
104. | Winding up | 49 |
Indemnity | 50 | |
105. | Indemnity | 50 |
106. | Shareholder disclosure | 51 |
Listing Rules | 51 | |
107. | ASX Listing Rules | 51 |
Constitution: ARB Corporation Limited | Page 5 |
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Disclaimer
ARB Corporation Limited published this content on 07 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2022 08:13:03 UTC.