DGO Gold : Adoption of new Constitution

For personal use only

DGO Gold Limited	Level 9,
ABN 96 124 562 849	63 Exhibition Street
	Melbourne VIC 3000
	Australia
	Telephone:	+ 61 3 9133 6251
	Email:[e-mail]
	Website:	www.dgogold.com.au

30 November 2021

ASX Market Announcements Office

ASX Limited

Adoption of New Constitution

DGO Gold Limited (ASX:DGO) shareholders approved the adoption of the Company's new Constitution at today's AGM. A copy of the new Constitution is attached.

Authorised for release to ASX by DGO's COO and Company Secretary, Markus Ziemer.

For personal use only

Constitution

DGO Gold Limited

ACN 124 562 849

A company limited by shares

This constitution was presented to the general meeting of the above company held on 30/11/2021 and is signed by me for the purpose of identification.

………………………………………………………..

Eduard Eshuys

Chair of the meeting

Piper Alderman

Lawyers

Level 23

459 Collins Street

Melbourne VIC 3000

Australia

1. [phone]
   f [phone] www.piperalderman.com.au

Adelaide . Brisbane . Melbourne . Perth . Sydney

© Piper Alderman

For personal use only

Constitution of DGO Gold Limited

Contents		page
1.	Preliminary	1
	1.1	Application of the Corporations Act	1
	1.2	Definitions	1
	1.3	Interpretation	2
	1.4	Powers under this constitution	4
	1.5	Payments	5
	1.6	ASX Listing Rules compliance	6
2.	Share capital	7
	2.1	Shares	7
	2.2	Preference shares	7
	2.3	Issue of shares of same class	9
	2.4	Joint holders of shares	10
	2.5	Equitable and other claims	10
	2.6	Employee share ownership plans	10
3.	Calls, forfeiture, indemnities, lien and surrender	10
	3.1	Calls	10
	3.2	Proceedings for recovery of calls	11
	3.3	Payments in advance of calls	12
	3.4	Forfeiture of partly paid shares	12
	3.5	Indemnity for payments by the company	13
	3.6	Lien on shares	14
	3.7	Surrender of shares	14
	3.8	General provisions applicable to a disposal of shares under this constitution	15
	3.9	Interest payable by member	16
4.	Distributions	16
	4.1	Dividends	16
	4.2	Capitalisation of profits and other amounts	18
	4.3	Additional powers	18
	4.4	Reserves	19
	4.5	Carry forward of profits	20
	4.6	Dividend reinvestment plans	20
	4.7	Dividend selection plans	20
5.	Transfer and transmission of shares	20
	5.1	Transfer of shares	20
	5.2	Registration of transfers	21
	5.3	Power to suspend registration of transfers	21
	5.4	Transmission of shares	21
	5.5	Listed company	22
	5.6	Small holdings	23
6.	General meetings	25
	6.1	Calling general meetings	25
	6.2	Notice of general meetings	25
	6.3	Admission to general meetings	26
	6.4	Quorum at general meetings	26
	6.5	Chair of general meetings	27
	6.6	Conduct of general meetings	27

Constitution - DGO Gold Ltd

For personal use only

Constitution of DGO Gold Limited

Contents		page
	6.7	Meetings by technological means	28
	6.8	Decisions at general meetings	29
	6.9	Voting rights	30
	6.10	Representation at general meeting	31
	6.11	Direct voting	34
	6.12	Separate class meetings	35
7.	Directors	35
	7.1	Appointment and removal of directors	35
	7.2	Vacation of office	36
	7.3	Remuneration and expenses	36
	7.4	Share qualification	37
	7.5	Interested directors	37
	7.6	Powers and duties of directors	39
	7.7	Proceedings of directors	39
	7.8	Convening of meetings of directors	40
	7.9	Notice of meetings of directors	40
	7.10	Quorum at meetings of directors	41
	7.11	Chair and deputy chair of directors	41
	7.12	Decisions of directors	42
	7.13	Written resolutions	42
	7.14	Alternate directors	43
	7.15	Committees of directors	44
	7.16	Delegation to individual directors	44
	7.17	Validity of acts	44
8.	Executive officers	45
	8.1	Managing directors, deputy managing directors and executive directors	45
	8.2	Associate directors	45
	8.3	Secretaries	45
	8.4	Terms of office	45
9.	Indemnity and insurance	46
	9.1	Indemnity	46
	9.2	Insurance	48
	9.3	Savings	48
	9.4	Officer	48
10.	Winding-up	48
	10.1	Distribution of surplus	48
	10.2	Division of property	49
11.	Minutes and records	50
	11.1	Minute books	50
	11.2	Minutes	50
	11.3	Evidence	50
	11.4	Inspection of records	50
12.	Execution of documents	50
	12.1	Manner of execution	50
	12.2	Common seal	51

Constitution - DGO Gold Ltd

Constitution of DGO Gold Limited

Contents

only		12.3	Safe custody of seal
	12.4	Use of seal
		12.5	Seal register
		12.6	Duplicate seal
		12.7	Share seal or certificate seal
		12.8	Sealing and signing of certificates
	13.	Notices
		13.1	Notices by the company to members
For personal use		13.2	Notices by the company to the directors
	13.3	Notices posted to addresses outside the Commonwealth
	13.4	Time of service
	13.5	Other communications and documents
	13.6	Notices in writing

Constitution - DGO Gold Ltd

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