Direct voting rules for holders of ordinary shares

The Board has adopted these regulations under clause 49 of the Constitution to facilitate direct voting and participation by shareholders in general meetings. The rules apply to voting by holders of fully paid ordinary shares.

1. When a direct vote may be used
1.1 Right to use direct vote	A shareholder who is entitled to attend and cast a vote at a meeting of the Company may vote by direct vote if the notice of meeting allows it.
2. How a direct vote may be made
2.1 Form to use	The shareholder must use the Voting Form issued by the Board to vote by direct vote.
2.2 Proportion or number of votes	The shareholder may include in the Voting Form the number of shares to be voted on any resolution by inserting the percentage or number of shares. Otherwise the instructions apply to all the shares held by the shareholder.
2.3 Authentication or signing	(a) If the Voting Form is lodged online, the shareholder must follow the instructions for online lodgement to enable electronic authentication. This will include a method for identifying the shareholder. Example: The following are some examples of methods for identifying a shareholder: holder identification number, security identification number, other identifying notation. (b) If the Voting Form is lodged by mail, in person or by facsimile, the Voting Form must be signed. Individual: If the holding is in one name, the holder must sign. Joint holding: If the holding is in more than one name, any one holder may sign. Companies: If the company has a sole director who is also the sole company secretary, the Voting Form must be signed by that person. If the company is a proprietary company and does not have a company secretary, and has only one director, the sole director can sign alone. Otherwise the Voting Form must be signed by a director jointly with either another director or a company secretary.
2.4 Using a power of attorney	To sign under power of attorney, either the power of attorney must already be lodged with the registry or a certified copy of the power of attorney must be given to the Company with the Voting Form. It cannot be given to the Company by electronic means.
2.5 Receipt of form	The Voting Form must be received by the Company at least 48 hours before the time for the meeting, or adjourned meeting. It must be given to the Company in a way and at a location stated in the notice of meeting. This may include by mail, in person, by facsimile and online. The same rules apply for receipt of the Voting Form for a direct vote as for a proxy. This includes when the form is treated as being received.
3. Counting direct votes
3.1 Show of hands	On a show of hands, direct votes are not counted. Note: Clause 47(a) of the Constitution says that each “shareholder present” has one vote; “shareholder present’ is defined in clause 1 to mean “shareholders present at a general meeting of the Company in person or by duly appointed representative, proxy or attorney”.
3.2 Poll	On a poll, the votes cast by direct vote are counted for each share held for which the votes are cast. Note: Clause 47(c) of the Constitution provides that a person voting by electronic means has one vote for each fully paid share they hold. However, no vote will not be counted on a resolution if any of the following apply. More than one box (ie for, against, abstain) for an item but the relevant portion is not specified. “Abstain” is marked.
4. More than one method of voting
4.1 One method of voting only	A shareholder may use only one method of voting ie either in person, (including by corporate representative or attorney), by proxy or by direct vote.
4.2 Single Voting Form and multiple instructions	(a) If a single Voting Form contains instructions for both direct voting and appointment of a proxy, the shareholder will be taken to have appointed the person named in the form as proxy and if no person is named, the Chair of the meeting as proxy. Any direct votes will not be counted. (b) If a single Voting Form is received and neither Box A (direct voting) nor Box B (appointment of proxy) is selected, the shareholder will be taken to have appointed the person named in the form as proxy and if no person is named, the Chair of the meeting as proxy.
4.3 Multiple Voting Forms	(a) If more than one Voting Form is received with instructions to vote on the same resolution by both direct vote and by proxy, the last instructions taken to be received by the Company will override the earlier instructions. If the last instructions are for a direct vote, the authority of any proxy is revoked. (b) If more than one Voting Form is received with different instructions on a resolution for direct voting, the last instructions taken to be received will override the earlier instructions.
4.4 Voting Form and attending meeting	A direct vote is not revoked by the shareholder attending and taking part in the meeting, unless the shareholder votes at the meeting on the resolution for which the direct vote was given. This includes a shareholder attending by proxy or attorney. In the case of a company, it also includes the shareholder attending by corporate representative.
4.5 Joint holders	If more than one joint holder votes on a resolution, only the vote of the joint holder whose name appears first in the register of members is counted.
5. Death, mental incapacity, revocation, transfer of shares
5.1 Direct vote is valid unless notice	A direct vote is valid despite the following, unless notice in writing is received by the Company at least 48 hours before the meeting or adjourned meeting. Death or mental incapacity of the shareholder. Revocation of the direct voting form (or of the authority under which it was executed), unless by the shareholder attending and voting at the meeting in person or by proxy. Transfer of shares in respect of which the vote is given.
6. Decision of chairman
6.1 Validity of direct vote	The decision of the chairman as to whether a direct vote is valid is final.