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.
ARB Corporation Limited is an Australia-based is an Australia-based company, which designs, manufactures, distributes and sales motor vehicle accessories and light metal engineering works. Its product range contains a host of different accessories, from vehicle specific applications to a range of accessories, which are suitable for vehicle. Its products include bull bars; side rails and side steps; rear protection, towing and wheel carriers; canopies; Ute Lids and Tub accessories; roof racks, cross bars and roof bars; old man emu 4X4 suspension; linx; driving lights; air compressors and tyer accessories; air lockers; winches; recovery equipment; recovery points; under vehicle protection; fuel tanks and fuel storage; drawers and cargo solutions; slide kitchen; portable fridge freezers; tents, swags and awnings; camping and touring accessories; UHF Radios, GPS and reverse cameras; safari snorkels; dual battery and solar systems; general accessories; and interior protection.