Pacific Smiles : Constitution

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Pacific Smiles Group Limited (ASX: PSQ) Level 1, 6 Molly Morgan Drive, Greenhills NSW 2323 PO Box 2246 Greenhills NSW 2323 P: 02 4930 2000 • F: 02 4930 2099

E: investor.relations@pacificsmiles.com.auwww.pacificsmilesgroup.com.au ABN 42 103 087 449 / ACN 103 087 449

ASX ANNOUNCEMENT

Pacific Smiles Group Limited (ASX: PSQ)

• December 2021

AMENDED CONSTITUTION

The Board of Pacific Smiles Group Limited (ASX: PSQ) advise that shareholders of the Company approved the amendments to its Constitution at the Annual General Meeting held on Tuesday, 23 November 2021.

The amended Constitution is attached.

Authorised for release by the Company Secretary of Pacific Smiles Group Limited.

For further information, please contact:

Investor Relations

Phil McKenzie

Managing Director and Chief Executive Officer

Email: investor.relations@pacificsmiles.com.au

Phone: 02 4930 2000

For personal use only

Constitution

Pacific Smiles Group Limited ACN 103 087 449

A public company limited by shares

Adopted on 23 November 2021

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For personal use only

1 Dictionary

The Dictionary in Schedule 1:

1. defines some of the terms used in this constitution;
2. sets out the rules of interpretation which apply to this constitution; and
3. clarifies the effect of the Corporations Act on this constitution.

2 Share capital

1. Shares
2. 1. Subject to this constitution, the directors have the right to issue shares or grant options over unissued shares to any person and they may do so at such times as they think fit and on the conditions they think fit.
   2. Shares referred to in rule 2.1(a) may have preferred, deferred or other special rights or special restrictions about dividends, voting, return of capital, participation in the property of the Company on a winding up or otherwise, as the directors think fit.
   3. This rule 2.1 must not be construed so as to adversely affect any special rights of holders of any shares or class of shares.
   4. This rule 2.1 is subject to the Listing Rules and the ASX Settlement Operating Rules, whilst the Company is a Listed Company.
   5. The directors may exercise the power conferred by the Corporations Act to make payments by way of brokerage or commission in respect of subscriptions for shares.
   6. Payment in accordance with rule 2.1(e) may be made in cash, by the issue and allotment of shares, whether fully paid or partly paid, the issue of debentures, or by combination of any of those methods.
3. Certificates and Holding Statements
4. 1. While the Company is not a Listed Company, it must comply with its obligations under the Corporations Act regarding the issue to members of certificates for shares.
   2. While the Company is a Listed Company:
   3. 1. in relation to Uncertificated Holdings, the Company must comply with its obligations under the Listing Rules and the ASX Settlement Operating Rules regarding the provision to members of holding statements;
      2. in relation to Certificated Holdings, the Company must comply with its obligations under the Corporations Act, the Listing Rules and the ASX Settlement Operating Rules regarding the issue to members of certificates for shares; and
      3. subject to the Listing Rules, the Company may elect not to maintain a certificated subregister and that all shares on any class of securities in the Company may only be held as Uncertificated Holdings.

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1. The directors may order lost, damaged or defaced share certificates be cancelled and, if necessary, replaced by new share certificates.

2.3 Preference shares

The Company may issue preference shares from time to time. Preference shares have the following rights and restrictions:

1. repayment of capital: the right in priority to any other class of shares to repayment of the amount paid on the preference share:
2. 1. in a winding up or reduction of capital; and
   2. in the case of a redeemable preference share, on redemption;
3. dividends: the right to payment of a cumulative preferential dividend in priority to the payment of a dividend on any other class of shares, accruing from day to day and payable on the amount paid on the preference share at the times and at the rate, which may be fixed or variable, specified or determined in the certificate for the preference share or the holding statement referred to in rule 2.2(b)(i), if the preference share is held as an Uncertificated Holding;
4. accrued dividends: the right in priority to any other class of shares to the amount of any dividend accrued but unpaid on the preference share:
5. 1. in a winding up or reduction of capital; and
   2. in the case of a redeemable preference share, on redemption;
6. participation in surplus assets and profits: no rights to participate in the profits or property of the Company other than as set out in this rule2.3 whether on a winding up, reduction of capital or, in the case of a redeemable preference share, on redemption;
7. attending general meetings and receiving documents: the same right as the holder of an ordinary share to:
8. 1. receive notice of a general meeting;
   2. attend the general meeting; and
   3. receive notices, reports and audited accounts;
9. voting: the right to vote in the following circumstances and in no other circumstances:
10. 1. on a proposal to wind up the Company or reduce the share capital of the Company or on a proposal for the Disposal of the whole of the Company's property, business and undertaking;
    2. while a dividend or part of a dividend in respect of the preference share is unpaid;
    3. on a resolution to approve the terms of a buy-back agreement;
    4. on a proposal that affects rights attached to the preference share;
    5. during the winding up of the Company;

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