Director Elections

For a nomination to be valid, it must comply with rule 10.9 of the Constitution, namely:

1. the nominee must meet the qualifying requirements of rule 10.4 of the Constitution, under which, to be eligible to be appointed or elected as a Director, a person must:
   
   1. be either;
      
      1. a Fellow; or
      2. a Voting member of at least two (2) continuous years standing
   2. be supportive of the objects of the Company;
   3. possess and be able to demonstrate that they hold the relevant skills and experience; and
   4. not be prohibited from being a Director by reason of the operation of the Corporations Act
2. the nomination must name the candidate and be signed by not less than two (2) Voting Members;
3. the person nominated must consent to act if elected; and
4. the nomination and consent must be received before the close of nomination.

In accordance with rule 10.10 of the Constitution, if the number of candidates for election as a Director is equal to or less than the vacancies to be filled by election or re-election of Directors who retire under rule 10.5 or 10.6, those candidates are automatically elected as Director at the conclusion of the relevant AGM and no vote, ballot or other approval is required. Under rule 10.11, if there are more candidates for election as a Director than vacancies, an election by ballot of the Voting Members must be conducted.

Members’ attention is also drawn to rule 10.2, which stipulates that:

1. no more than two members of the Board shall at the time of their election or appointment have a residential address on the Register which is in:
   
   1. New South Wales or the Australian Capital Territory;
   2. Queensland or the Northern Territory;
   3. Victoria or Tasmania;
   4. South Australia or Western Australia; and
2. no more than one member of the Board shall at the time of their election or appointment have a residential address on the Register which is in:
   
   1. New Zealand.