Pure Hydrogen : Constitution

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Corporations Act 2001 (Cth)

Constitution

of

PURE HYDROGEN CORPORATION LIMITED

a company limited by shares

1 Preliminary

Definitions

1.1 In this constitution, unless the context or subject matter otherwise indicates or requires: Article is used to designate a provision of this constitution;

ASIC means Australian Securities & Investments Commission or any successor body; ASX Settlement means ASX Settlement Pty Limited ABN 49 008 504 532;

ASX Settlement Operating Rules means the operating rules of ASX Settlement and, to the extent that they are applicable, the operating rules of ASX and the operating rules of ASX Clear Pty Limited;

ASX means the financial market to whose official list the Company is admitted; CHESS means Clearing House Electronic Subregister System;

CHESS Approved Securities means securities of the Company which are approved by ASX Settlement in accordance with the ASX Settlement Operating Rules;

Company means PURE HYDROGEN CORPORATION Limited ABN TBA; Corporations Act means the Corporations Act 2001 (Cth);

Director means a person holding office as a director of the Company, and where appropriate includes an alternate director;

Directors means the Directors acting as a board;

Disqualified Individual means an individual who is disqualified pursuant to the Corporations Act from involvement in the Company or a subsidiary of the Company that is a market licensee or a CS facility licensee;

Executive Director means a Director (other than a Managing Director) referred to in Article 15.1; financial market has the meaning given by the Corporations Act;

Listing Rules means the Listing Rules of ASX;

Member

1. means a person who agrees to become a member of the Company and whose name is entered in the Register; and
2. in Articles 11.4, 11.6(b) and 11.8 as they apply in relation to a particular general meeting, includes not only a person who is a member at the specified time determined as mentioned in Article 11.1 in relation to the meeting (or, if no specified time is so determined, at the time of the meeting) but also anyone present at the meeting who, by virtue of appointment as a proxy, attorney or representative, has power to exercise voting rights of any such person and, except for in any Article that specifies a quorum or in any other Article prescribed by the Directors, a Member who has duly lodged a valid direct vote in relation to the general meeting under Article 11.38;

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Operating Rules means rules concerning the operation of financial markets operated by the Company and includes any procedures relating to those rules required by the Corporations Act;

Prescribed Interest Rate means the rate determined by the Directors for the purpose of this constitution, and in the absence of a determination means 10% per annum;

Prescribed Percentage means the percentage limitation on voting power in the Company, imposed by or determined pursuant to the Corporations Act. For the avoidance of doubt this includes, in the case of a person, a higher percentage approved pursuant to Corporations Act in respect of that person;

proper ASTC transfer has the meaning given to that term in the Corporations Regulations 2001 (Cth);

Register means the register of members of the Company under the Corporations Act and includes a branch register and CHESS subregister;

Representative means, in relation to a general meeting of the Company, a person authorised in accordance with the Corporations Act to act at the meeting as the representative of a Member that is a body corporate;

Restriction Agreement means a restriction agreement entered into by the Company under the Listing Rules;

Seal means the common seal of the Company and where appropriate includes an official seal and a certificate seal;

Secretary means a person appointed under Article 17.1 as secretary of the Company and includes any person appointed to perform the duties of a secretary of the Company; and

Transition Time means the date of adoption of this Constitution.

Interpretation

1.2 In this constitution:

1. words importing any gender include all other genders;
2. a reference to a person includes a reference to a firm, a body corporate, an unincorporated association or an authority;
3. the singular includes the plural and vice versa;
4. a reference to a law includes regulations and instruments made under the law;
5. unless the contrary intention appears in this constitution, a reference to a law or a provision of a law includes amendments, re-enactments or replacements of that law or the provision;
6. a reference to the Listing Rules or the ASX Settlement Operating Rules includes any variation or replacement of those rules and is to be taken to be subject to any applicable waiver or exemption; and
7. where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

Corporations Act definitions apply

1.3 Unless a contrary intention appears, expressions used in this constitution which are defined in the Corporations Act have the same meanings as in the Corporations Act.

Interpretation subject to Corporations Act

1.4 This constitution is to be interpreted subject to the Corporations Act.

References to Listing Rules

1.5 Unless a contrary intention appears, where a provision of this constitution:

1. is qualified by the words "subject to the Listing Rules" or any similar expression;

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1. states that a particular thing must not be done or is not allowed unless done in accordance with or allowed by the Listing Rules; or
2. requires that a particular thing be done in accordance with the Listing Rules,

the qualification, statement or requirement does not operate at any time when the Company is not admitted to its own official list.

Headings

1.6 Headings are inserted for convenience and do not affect the interpretation of this constitution.

Currency

1.7 Any amount payable to the holder of a security, whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise, may, if provided in the terms of issue of the security or if agreed with the holder of the security, be paid in the currency of a country other than Australia and the Directors will fix the time before the payment date as the time at which the exchange rate will be determined for that purpose.

Exclusion of certain provisions

1.8 Every provision which, under the Corporations Act, is capable of being excluded or displaced by a provision in a company's constitution so that it does not apply to that company is hereby excluded and displaced so that it does not apply to the Company.

Status of this constitution

1.9 The provisions in Articles 1 to 24 make up the Company's "constitution" as defined by the Corporations Act and apply in substitution for and to the exclusion of the Articles of the Companywhich made up its constitution prior to the transfer of its registration to Australia.

Compliance with the Listing Rules

1. If the Company is admitted to the official list of ASX it must comply with the Listing Rules.
2. If the Company is admitted to the official list of ASX, the following clauses apply:
3. 1. Notwithstanding anything contained in this constitution, if the Listing Rules prohibit an act being done, the act shall not be done.
   2. Nothing contained in this constitution prevents an act being done that the Listing Rules require to be done.
   3. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).
   4. If the Listing Rules require this constitution to contain a provision and it does not contain such a provision, this constitution is deemed to contain that provision.
   5. If the Listing Rules require this constitution not to contain a provision and it contains such a provision, this constitution is deemed not to contain that provision.
   6. If any provision of this constitution is or becomes inconsistent with the Listing Rules, this constitution is deemed not to contain that provision to the extent of the inconsistency.

Exercising powers

1. Where this constitution provides that a person "may" do a particular act or thing, the act or thing may be done at the person's discretion.
2. Where this constitution confers a power to do a particular act or thing, the power is, unless the contrary intention appears, to be taken as including a power exercisable in the same way and subject to the same conditions (if any) to repeal, rescind, revoke, amend or vary that act or thing.
3. Where this constitution confers a power to do a particular act or thing, the power may be exercised from time to time and may be exercised subject to conditions.
4. Where this constitution confers a power to do a particular act or thing concerning particular matters, the power is, unless the contrary intention appears, to be taken to include a power to do that act or thing as to only some of those matters or as to a particular class of those matters, and to make different provision concerning different matters or different classes of matters.

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1. Where this constitution confers a power to make appointments to an office or position (except the power to appoint a Director under Article 12.6), the power is, unless the contrary intention appears, to be taken to include a power:
2. 1. to appoint a person to act in the office or position until a person is appointed to the office or position;
   2. to remove or suspend any person appointed (without prejudice to any rights or obligations under any contract between the person and the Company); and
   3. to appoint another person temporarily in the place of any person removed or suspended or in the place of any sick or absent holder of the office or position.
3. Where this constitution gives power to a person to delegate a function or power:
4. 1. the delegation will be concurrent with, unless expressed to be to the exclusion of, the performance or exercise of that function or power by the person;
   2. the delegation may be either general or limited in any way provided in the terms of delegation;
   3. the delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of a specified office or position;
   4. the delegation may include the power to delegate; and
   5. where performing or exercising that function or power depends on that person's opinion, belief or state of mind about a matter, that function or power may be performed or exercised by the delegate on the delegate's opinion, belief or state of mind about that matter,

but nothing in this Article 1.17 affects any delegation that is in force at the time that this Article 1.17 takes effect.

2 Share capital and variation of rights

Directors to issue shares

2.1 Shares in the Company are under the control of the Directors who, subject to the Listing Rules, may allot or dispose of all or any of the same to such persons at such times and on such terms and conditions as the Directors think fit.

Requirement for general meeting

2.2 If the Listing Rules require that shares not be issued without the authority of the Company in general meeting, the Directors' powers under Article 2.1 do not enable them to issue shares except in accordance with authority given by the Company in general meeting in conformity with the Listing Rules.

Grant of options etc

2.3 Subject to the Listing Rules the Directors have the right to grant to any persons options or other securities with rights of conversion to shares or pre-emptive rights to any shares for any consideration and for any period.

Variation of rights

2.4 If the share capital is divided into different classes of shares, the rights attached to a class, unless otherwise provided by the terms of issue of the shares of that class, may, subject to the Listing Rules, be varied or abrogated in any way with:

1. the consent in writing of the holders of at least three-quarters of the issued shares of that class; or
2. the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Effect of issue of equal ranking shares

2.5 The rights conferred on the holders of the shares of any class are not to be taken as varied by the creation or issue of further shares ranking equally with the first-mentioned shares unless otherwise:

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1. expressly provided by the terms of issue of the first-mentioned shares; or
2. required by the Corporations Act.

Class meetings

2.6 The provisions of this constitution relating to general meetings apply so far as they are capable of application and with the necessary changes to every separate meeting of the holders of a class of shares except that:

1. a quorum is constituted by two Members holding or representing shares in that class and entitled to vote on a resolution at the meeting or, if there is one holder of shares in a class, that person; and
2. any holder of shares of the class, present in person or by proxy, or attorney or Representative may demand a poll.

Recognition of trusts

2.7 The Company is not required to recognise a person as holding a share on any trust, except as required by law.

Recognition of other interests

2.8 The Company is not required to recognise any equitable, contingent, future or partial interest in any share or unit of a share or any other right in respect of a share except an absolute right of legal ownership in the registered holder, whether or not it has notice of the interest or right concerned, except as required by law.

Multiple certificates

2.9 The Company is not bound to issue more than one certificate or statement for shares or options held by several persons.

Delivery of certificates

2.10 Delivery of a certificate or a statement of holdings for a share or option may be effected by delivering it personally to the holder or by posting it in a prepaid envelope addressed to the holder at the address shown in the Register or by delivering or posting the certificate or statement in accordance with the written instructions of the holder. Delivery of a certificate or a statement for a share or option to one of several joint holders is sufficient delivery to all such holders.

Certificates lost stolen or destroyed

2.11 If satisfactory evidence has been received by the Company that a certificate for shares has been stolen, lost or destroyed and has not been pledged, charged, sold or otherwise disposed of, and the holder has undertaken in writing to the Company to return the certificate to the Company if it is found or received by the holder, then, subject to Articles 2.9 and 2.10, the Company must issue a replacement certificate in accordance with the Corporations Act.

Certificates worn out or defaced

2.12 If a certificate for shares has been worn out or defaced and has been cancelled by the Company the person whose name is entered as the Member in respect of those shares in the Register is entitled, subject to Articles 2.9 and 2.10 , to receive a replacement certificate in accordance with the Corporations Act.

Joint holders of shares

2.13 The Company is not required to register more than three persons as joint holders of a share.

3 Lien

Lien on share for unpaid calls etc

3.1 The Company has a first and paramount lien on every partly paid share for:

1. all due but unpaid calls and instalments in respect of that share;
2. interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and
3. reasonable expenses of the Company in respect of the default on payment,

and the lien extends to all dividends from time to time paid in respect of that share.