Constitution

The rights and liabilities attaching to all ordinary shares in Ceramic Fuel Cells Ltd are set out in the Constitution and in certain circumstances are regulated by the Australian Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules and the general law.

A copy of the Company's Constitution is here.

Shareholders' Rights

A summary of the principal rights attaching to all ordinary shares and the key provisions of the Constitution is below.  This summary is provided for general information only and should not be relied on as legal advice.  If you have a specific question or concern please contact Ceramic Fuel Cells’ Company Secretary or your legal advisor. 

Voting

The Constitution provides that, at a general meeting:

• on a show of hands, each Shareholder present has one vote; and
• on a poll, every Shareholder present has one vote for each fully paid share held and for each partly paid Ordinary Share, a fraction of a vote equivalent to the proportion which the amount paid up or agreed to be considered as paid represents to the total issue price of that share at the time the poll is taken. 

General meetings and notices

A notice of a general meeting is to specify the time and place of the meeting, the general nature of the business to be transacted at the meeting and any other matters required by law.  Such notice must be accompanied by a proxy form.

Two Shareholders present constitute a quorum for a meeting. No business may be transacted at any meeting, except the election of a Chairman and the adjournment of a meeting, unless a quorum is present at the commencement of a meeting.

Dividends

The Australian Corporations Act provides that dividends can only be paid out of the profits of a company.  The ASX Listing Rules then establish a timetable for determining the record date and dividend payment date.

Subject to the rights of shares issued with any special or preferential rights, the profits of the Company which the Directors may from time to time determine to distribute are divisible amongst the Shareholders in proportion to the shares held by them respectively and will be paid in proportion to the amounts paid, or credited as paid, on the issue price of those shares.

Subject to the ASX Listing Rules, payment of any dividend may be made in any manner and by any means as determined by the Board.  Payment may be made to the Shareholder entitled to the dividend or, in the case of joint holders, to the Shareholder whose name stands first in the share register in respect of the joint holding.

Power to issue different classes of shares

Subject to the ASX Listing Rules, the Board may issue such number of ordinary shares as it determines.  The Board may issue shares in the Company with different class rights on the terms and conditions and for the consideration it thinks fit. 

Transfer of Ordinary Shares

Subject to the Constitution, a Shareholder may transfer ordinary shares by:

• any computerised or electronic system recognised by the ASX Listing Rules or the Australian Corporations Act; or
• an instrument in writing or in any other form that the Directors approve.

If permitted by the ASX Listing Rules or the ASTC Settlement Rules the Directors may:

• request the application of a holding lock to prevent a transfer of ordinary shares; or
• decline to register a transfer of ordinary shares.

Unmarketable parcels of Ordinary Shares

Subject to the ASX Listing Rules, the Company may sell ordinary shares of a Shareholder who holds less that a marketable parcel of ordinary shares by giving that Shareholder at least 42 days' notice.

Winding-up rights

If the Company is wound up, whether voluntarily or otherwise, the liquidator may divide among all or any of the Shareholders as the liquidator thinks fit the whole or any part of the assets of the Company, and may vest any part of the assets of the Company in trustees on any trusts for the benefit of all or any of the Shareholders as the liquidator thinks fit.

Directors

The number of directors must not be less than three nor more than ten unless otherwise determined by general meeting.

Each director will hold office until the director vacates the office or is removed under the Constitution. The Constitution provides that, at each annual general meeting, one-third of the directors (or if the number of directors is not a multiple of three, then the nearest one-third), any other director who has held office for three years or more and any director who has been appointed by the directors in the preceding year, must retire from office. A Managing Director (if appointed) is exempted from retirement by rotation.  A retiring director is eligible for re-election.

Questions arising at a meeting of directors will be decided by a majority vote. The chairman of the meeting has a casting vote in the event that there is an equality of votes.

Amending the Constitution

In accordance with the Australian Corporations Act, the Constitution may only be amended by a special resolution passed by at least 75 per cent of the Shareholders present and voting at a general meeting of the Company.

Change of Control

There are no provisions in the Constitution which would have the effect of delaying, deferring or preventing a change of control of the Company.