EXPERIENCE is the difference
PH: 1800 688 586 www.dickerdata.com.au investors@dickerdata.com.au
onlyASX ANNOUNCEMENT 20 May 2022
CONSTITUTION
useDicker Data Limited (Dicker Data) (ASX:DDR) advises that amendments to its Constitution were approved via a resolution of hareholders at the Company's Annual General Meeting held 20 May 2022.
A copy of the amended Constitution is attached.
Authorised for release by the Board of Dicker Data Limited.
personalDavid Dicker Chairman and CEO
For

onlyAbout Dicker Data

Dicker Data (ASX: DDR) is an Australian-owned and operated, ASX-listed technology hardware, software, and clouddistributor with over 42 years of experience. Our sales and presalesteams are experienced product specialists who are dedicated to helping you tailor solutions to suit your client's needs.

As a distributor, we sell exclusively to our valued partner base of over 6,000 resellers. We pride ourselves on developing usestrong long-term relationships with our customers, and helping them grow. This customer-first approach means we are

proactive in engaging with our resellers and allows us to dynamically shift with changing market conditions, in turn helping to increase profitability.

Dicker Data distributes a wide portfolio of productsfrom the world's leading technology vendors,

including Cisco, Citrix, Dell Technologies, Hewlett Packard Enterprise, HP, Lenovo, Microsoft, and other Tier 1 global brands. As the leading Australian distributor for many of these vendors, Dicker Data is dedicated to helping our partners deliver industry-leading solutionsbuilt on the world's best technologies.https://www.dickerdata.com.au/personalFor

EXPERIENCE

is the difference

PH: 1800 688 586 www.dickerdata.com.au investors@dickerdata.com.au

For personal use only

Constitution of

Dicker Data Limited

ACN 000 969 362

as at 20 May 2022

K&L Gates

Sydney office

For personal use only

Table of Contents

1.

Definitions and interpretation

6

1.1

Definitions

6

1.2

Interpretation

8

1.3

Replaceable rules

8

1.4

Compliance with the Act

9

1.5

Transitional

9

1.6 Listing Rules and ASX Settlement Operating Rulesonly apply if Company

is listed

9

1.7

Constitution subject to Listing Rules if Company is listed

9

2.

Capital

9

2.1

Power of Directors to issue Shares and other securities

9

2.2

Preference Shares

10

2.3

Classes of Shares

10

2.4

Brokerage

10

2.5

Non-recognition of equitable or other interests

11

2.6

Register of debenture holders: suspension

11

3.

Restricted Securities

11

3.1

Definitions

11

3.2

Compliance with Listing Rules

11

3.3

Holding lock

11

3.4

Disposals during escrow period

11

3.5

Return of capital

12

3.6

Company's obligations if breach

12

4.

Certificates

12

4.1

Uncertificated holdings

12

4.2

Certificated holdings

12

4.3

Issue of certificates

12

4.4

Entitlement of Member to certificate

12

4.5

Certificate for joint holders

12

4.6

Cancellation of certificate on transfer

13

4.7

Replacement of certificates

13

5.

Clearing and Settlement Facilities

13

5.1

Participation in CHESS

13

5.2

Participation in other CS Facilities

14

5.3

Compliance with ASX Settlement Operating Rules

14

5.4

Registers

14

5.5

No interference with transfer under the ASX Settlement Operating Rules

14

6.

Lien on Shares

14

6.1

Company has lien

14

6.2

Exercise of lien

15

6.3

Completion of sale

15

6.4

Application of proceeds of sale

15

7.

Calls on Shares

15

7.1

Calls

15

For personal use only

Table of Contents (ctd)

2

  1. Liability of joint holders for calls
  2. Interest on unpaid amounts
  3. Fixed sums taken to be called
  4. Differentiation between Members
  5. Prepayments of calls

8. Transfer of Shares

  1. Transferability of certificated Shares
  2. Registration of transfers
  3. Restrictions on transfer
  4. Notice of non-registration
  5. Suspension of transfers
  6. Cases where registration may be refused

9. Transmission of Shares

  1. Entitlement to Shares on death
  2. Registration of persons entitled
  3. Dividends and other rights

10. Forfeiture of Shares

  1. Liability to forfeiture
  2. Surrender of Shares
  3. Power to forfeit
  4. Powers of Directors
  5. Consequences of forfeiture
  6. Notice of forfeiture
  7. Evidentiary matters
  8. Transfers after forfeiture and sale
  9. Fixed amounts taken to be calls

11. Alteration of capital

  1. Power to alter capital
  2. Power to reduce capital
  3. Power to buy Shares
  4. Share plans
  5. Fractions of Shares

12. Sale of small holdings of Shares

  1. Definitions
  2. Disposal Notice
  3. Limits on Company's power to sell
  4. Sale of Shares
  5. Proceeds and costs of sale
  6. Sale of holdings created on or after 1 September 1999
  7. Effect of sale
  8. Further action
  9. Registration of transfer
  10. Where Shares of more than one Member sold
  11. Rights of purchaser
  12. Limit on Member's remedies

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Dicker Data Limited published this content on 20 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 07:24:04 UTC.