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ASX Announcement
11 November 2021
REA Group Ltd - Constitution 2021
On behalf of REA Group Ltd (ASX:REA), please find attached the amended Constitution of REA Group Ltd, incorporating amendments approved by shareholders at the 2021 Annual General Meeting today.
-ends- | |
For further information, please contact: | |
REA Group Ltd Investors: | REA Group Ltd Media: |
Graham Curtin | Prue Deniz |
General Manager Group Finance | General Manager Corporate Affairs |
P: +61 3 8456 4288 | M: + 61 438 588 460 |
E: ir@rea-group.com | E: prue.deniz@rea-group.com |
The release of this announcement was authorised by Tamara Kayser, Company Secretary.
About REA Group Ltd: (www.rea-group.com): REA Group Ltd ACN 068 349 066 (ASX:REA) ("REA Group") is a multinational digital advertising business specialising in property. REA Group operates Australia's leading residential and commercial property websites - realestate.com.au and realcommercial.com.au - as well as the leading website dedicated to share property, Flatmates.com.au. REA Group owns Smartline Home Loans Pty Ltd and Mortgage Choice Pty Ltd, Australian mortgage broking franchise groups, and PropTrack Pty Ltd, a leading provider of property data services. In Australia, REA Group holds strategic investments in Simpology Pty Ltd, a leading provider of mortgage application and e-lodgement solutions for the broking and lending industries; Realtair Pty Ltd, a digital platform providing end-to-end technology solutions for the real estate transaction process, Campaign Agent Pty Ltd, Australia's leading provider of Buy Now Pay Later solutions for the Australian real estate market and Managed Platforms Pty Ltd, an emerging Property Management software platform. Internationally, REA Group holds a controlling interest in REA India (formerly Elara Technologies Pte. Ltd.), operator of established brands Housing.com, Makaan.com and PropTiger.com and owns leading portals in Hong Kong (squarefoot.com.hk) and China (myfun.com). REA Group also holds a significant minority shareholding in Move, Inc., operator of realtor.com in the US, and the PropertyGuru Group, operator of leading property sites in Malaysia, Singapore, Thailand, Vietnam and Indonesia.
For personal use only
Constitution for REA Group Ltd
Adopted 11 November 2021
Constitution
For personal use only
Contents
Table of contents
1 | Preliminary | 1 | |
1.1 | Definitions and interpretation | 1 | |
1.2 | Application of the Act, Listing Rules and ASX Settlement Operating Rules | 3 | |
1.3 | Exercising powers | 3 | |
1.4 | Currency | 4 | |
1.5 | Transitional provisions | 4 |
2 | Share capital | 5 | |
2.1 | Shares | 5 | |
2.2 | Preference shares | 5 | |
2.3 | Alteration of share capital | 6 | |
2.4 | Conversion or reclassification of shares | 6 | |
2.5 | Variation of class rights | 6 | |
2.6 | Joint holders of shares | 7 | |
2.7 | Equitable and other claims | 7 | |
2.8 | Restricted securities | 7 |
3 | Calls, forfeiture, indemnities, lien and surrender | 7 | |
3.1 | Calls | 7 | |
3.2 | Proceedings to recover calls | 8 | |
3.3 | Payments in advance of calls | 8 | |
3.4 | Forfeiting partly paid shares | 9 | |
3.5 | Members' indemnity | 9 | |
3.6 | Lien on shares | 10 | |
3.7 | Surrender of shares | 10 | |
3.8 | Sale, reissue or other disposal of shares by the company | 11 | |
3.9 | Interest payable by member | 11 |
4 | Distributions | 12 | |
4.1 | Dividends | 12 | |
4.2 | Capitalising profits | 14 | |
4.3 | Ancillary powers | 14 | |
4.4 | Reserves | 15 | |
4.5 | Carrying forward profits | 15 | |
4.6 | Dividend reinvestment plan | 15 | |
4.7 | Dividend selection plans | 15 |
5 | Transfer and transmission of shares | 16 | |
5.1 | Transferring shares | 16 | |
5.2 | Power to decline to register transfers | 17 | |
5.3 | Power to suspend registration of transfers | 17 | |
5.4 | Selling non marketable parcels | 17 | |
5.5 | Transmission of shares | 18 |
6 | General meetings | 19 | |
6.1 | Calling general meetings | 19 | |
6.2 | Notice of general meetings | 19 | |
6.3 | Admission to general meetings | 20 | |
6.4 | Quorum at general meetings | 21 | |
6.5 | Chairperson of general meetings | 21 | |
6.6 | Conduct at general meetings | 21 | |
6.7 | Decisions at general meetings | 22 | |
6.7A | Direct Voting |
Constitution for REA Group Ltd | Contents 1 |
For personal use only
Contents | |||
6.8 | Voting rights | 23 | |
6.9 | Representation at general meetings | 24 | |
7 | Directors | 27 | |
7.1 | Appointment and retirement of directors | 27 | |
7.2 | Vacating office | 28 | |
7.3 | Remuneration | 28 | |
7.4 | Director need not be a member | 29 | |
7.5 | Directors may contract with the company and hold other offices | 29 | |
7.6 | Powers and duties of directors | 30 | |
7.7 | Proceedings of directors | 31 | |
7.8 | Calling meetings of directors | 31 | |
7.9 | Notice of meetings of directors | 31 | |
7.10 | Quorum at meetings of directors | 32 | |
7.11 | Chairperson and deputy chairperson of directors | 32 | |
7.12 | Decisions of directors | 32 | |
7.13 | Written resolutions | 33 | |
7.14 | Alternate directors | 33 | |
7.15 | Committees of directors | 34 | |
7.16 | Delegation to a director or any other person | 34 | |
7.17 | Validity of acts | 34 | |
8 | Executive officers | 34 | |
8.1 | Managing directors and executive directors | 34 | |
8.2 | Secretary | 35 | |
8.3 | Provisions applicable to all executive officers | 35 | |
9 | Indemnity and insurance | 35 | |
9.1 | Persons to whom rules 9.2 and 9.4 apply | 35 | |
9.2 | Indemnity | 36 | |
9.3 | Extent of indemnity | 36 | |
9.4 | Insurance | 36 | |
9.5 | Savings | 36 | |
9.6 | Deed | 36 | |
10 | Winding up | 36 | |
10.1 | Distributing surplus | 36 | |
10.2 | Dividing property | 37 | |
11 | Inspection of and access to records | 37 | |
12 | Seals | 38 | |
12.1 | Manner of execution | 38 | |
12.2 | Common seal | 38 | |
12.3 | Safe custody of Seal | 38 | |
12.4 | Using the Seal | 38 | |
12.5 | Seal register | 38 | |
12.6 | Duplicate seals and certificate seals | 38 | |
12.7 | Sealing and signing certificates | 39 | |
13 | Notices | 39 | |
13.1 | Notices by the company to members | 39 | |
13.2 | Notices by the company to directors | 40 | |
13.3 | Notices by directors to the company | 40 | |
13.4 | Time of service | 40 | |
13.5 | Other communications and documents | 40 | |
13.6 | Written notices | 41 | |
14 | General | 41 | |
14.1 | Submission to jurisdiction | 41 |
Constitution for REA Group Ltd | Contents 2 |
Contents | |
14.2 Prohibition and enforceability | 41 |
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Constitution for REA Group Ltd | Contents 3 |
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REA Group Limited published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 00:16:05 UTC.