SWIFT NETWORKS GROUP LIMITED Constitution
Swift Networks Group Limited ACN 006 222 395
Contents
1 Interpretation
1.1 Definitions
1.2 Interpretation
1.3 Headings
1.4 Application of the Corporations Act, Listing Rules and Operating Rules
1.5 Application of ASX Listing Rules
1.6 Currency
1.7 Document components
2 Share capital
2.1 Shares
2.2 Preference shares
2.3 Variation of class rights
2.4 Non-recognition of interests
2.5 Joint holders of shares
2.6 Restricted Securities
3 Calls, liens and forfeiture
3.1 Calls on shares
3.2 Lien on shares
3.3 Forfeiture of shares
4 Distributions
4.1 Dividends
4.2 Distribution of specific assets
4.3 Ancillary powers regarding distributions
4.4 Payments in respect of shares
4.5 Effectual receipt from one joint holder
4.6 Election to reinvest dividends
4.7 Election to accept shares instead of dividends.
4.8 Unclaimed dividends or other distributions
4.9 Capitalisation of reserves and profits
4.10 Applying a sum for the benefit of Shareholders
4.11 Implementing the resolution
4.12 Restricted Securities
5 Transfer and transmission of shares
5.1 Transferring Shares
5.2 Powers and obligation to refuse to register
5.3 Written notice to security holder of holding lock or refusal
5.4 Company to retain instrument of transfer
5.5 Resolution required for proportional takeover provisions
5.6 Procedure for resolution
5.7 Persons entitled to vote
5.8 Resolution passed or rejected
5.9 Resolution taken as passed
5.10 Takeover clauses cease to have effect
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5.11 Transmission of shares on death 17
5.12 Information given by personal representative 17
5.13 Death of joint owner 18
5.14 Transmission of shares on bankruptcy 18
5.15 Transmission of shares on mental incapacity 18
5.16 Transmission of shares to joint holders 18
6 General meetings 19
6.1 Convening general meetings, cancellation or postponement 19
6.2 Notice of general meetings and use of technology 20
6.3 Non-receipt of or defective notice 20
6.4 Proxy, attorney or Representative appointments 21
6.5 Shareholder at a specified time 21
6.6 Quorum 21
6.7 Adjourned meetings 22
6.8 Chair of general meeting 22
6.9 Conduct of general meetings 23
6.10 Resolutions 24
6.11 Poll 24
6.12 Entitlement to vote 25
6.13 Joint shareholders' vote 25
6.14 Effect of unpaid call 25
6.15 Validity of vote in certain circumstances 25
6.16 Objection to voting qualification 26
6.17 Direct voting 26
6.18 Treatment of direct votes 26
6.19 Multiple votes 26
7 Directors 27
7.1 Number of Directors 27
7.2 Retirement and election of Directors 27
7.3 Office held until conclusion of meeting 27
7.4 Director elected at general meeting 27
7.5 Eligibility for election as Director 27
7.6 Casual vacancy or additional Director 28
7.7 Alternate Directors 28
7.8 Remuneration of Directors 29
7.9 Retirement benefits 29
7.10 Superannuation contributions 29
7.11 Additional or special duties 30
7.12 Expenses 30
7.13 Director's interests 30
7.14 Vacation of office of Director 31
8 Powers and duties of Directors 31
8.1 Directors to manage Company 31
8.2 Specific powers of Directors 31
8.3 Company as a wholly owned subsidiary 31
8.4 Appointment of attorney 31
8.5 Provisions in power of attorney 32
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8.6 Signing of receipts and negotiable instruments 32
8.7 Committees 32
8.8 Delegation of Directors' powers 32
8.9 Seals 32
9 Officers 32
9.1 Managing and Executive Directors 32
9.2 Secretary 33
10 Proceedings of Directors 33
10.1 Directors' meetings 33
10.2 Questions decided by majority 34
10.3 Alternate Director or proxy and voting 34
10.4 Chair and deputy chair of Directors 34
10.5 Director attending and voting by proxy 35
10.6 Quorum for Directors' meeting 35
10.7 Continuing Directors may act 35
10.8 Committee Meetings 35
10.9 Circulating resolutions 35
10.10 Validity of acts of Directors 36
11 Indemnity and insurance 36
11.1 Indemnity 36
11.2 Insurance 37
11.3 Contract 37
12 Winding up 37
12.1 Distribution of assets 37
12.2 Powers of liquidator to vest property 37
12.3 Shares issued on special terms 37
13 Inspection of and access to records 38
13.1 Inspection by Shareholders 38
13.2 Right of a Shareholder or other person to inspect 38
14 Notices 38
14.1 Document includes notice 38
14.2 Form of document 38
14.3 Methods of service 38
14.4 Time of service 38
14.5 Deemed notice to uncontactable Shareholders 39
14.6 Evidence of service 39
14.7 Joint holders 39
14.8 Persons entitled to shares 39
15 Small holdings 39
15.1 Definitions 39
15.2 Divestment Notice 40
15.3 Relevant Period 40
15.4 Company can sell Relevant Shares 40
15.5 No obligation to sell 41
15.6 Company as Shareholder's attorney 41
15.7 Conclusive evidence 41
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Schedule 1 - Terms of preference shares
15.8 | Registering the purchaser | 41 |
15.9 | Payment of proceeds | 41 |
15.10 | Costs | 41 |
15.11 | Remedy limited to damages | 42 |
15.12 | Dividends and voting suspended | 42 |
15.13 | Twelve month limit | 42 |
15.14 | Effect of a takeover bid | 42 |
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Swift Media Limited published this content on 01 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2022 05:12:10 UTC.
