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Title:

Constitution

Entities:

Amcor Ltd.; Australian Stock Exchange Limited

Date:

2003

Size:

102KB total

Price:

$48

ID:

#206711

 

 

► Miscellany ► Documents ► Misc. Documents ► Constitutions
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High Performance Packaging

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Amcor Limited

ACN 000 017 372

 

Constitution

 



 

Constitution of

Amcor Limited

(ACN 000 017 372)

 

TABLE OF CONTENTS

 

 

Item

 

1

Defined terms

 

2

Issue of shares with special rights

 

3

Preference shares

 

4

Boards power to issue shares

 

5

Directors may participate

 

6

Surrender of shares

 

7

Joint holders

 

8

Non-recognition of equitable or other interests

 

9

Share transfer system

 

10

Power to make calls

 

11

Obligation for calls

 

12

When a call is made

 

13

Interest on the late payment of calls

 

14

Instalments

 

15

Notice requiring payment of sums payable

 

16

Time and place for payment

 

17

Forfeiture on non-compliance with notice

 

18

Notice of forfeiture

 

19

Disposal of forfeited shares

 

20

Annulment of forfeiture

 

21

Liability despite forfeiture

 

22

Companys lien or charge

 

23

Sale of shares to enforce lien

 

24

Title to shares forfeited or sold to enforce lien

 

25

Payments by the Company

 

26

Transfers; proper SCH transfers

 

27

Board may refuse to register

 

28

Transfer and certificate (if any)

 

29

Transmission on death

 

30

Transmission by operation of law

 

31

Alteration of capital

 

32

Calling of general meetings

 

33

Notice of general meeting

 

34

Business of general meetings

 

35

Quorum

 

36

Chairman

 

37

Acting Chairman

 

38

General conduct of meeting

 

39

Adjournment

 

40

Voting

 

41

Taking a poll

 

42

Special meetings

 

43

Voting rights

 

44

Voting rights of personal representatives, etc

 

45

Proxies

 

46

Validity, revocation

 

47

Board may issue forms of proxy

 

48

Attorneys of shareholders

 

49

Number of Directors

 

50

Power to appoint Directors

 

51

Remuneration of Directors

 

52

Share qualification for Directors

 

53

Remuneration of Directors for extra services

 

54

Travelling and other expenses

 

55

Retirement benefits; superannuation contributions

 

56

Disqualification of Auditor

 

57

Directors may contract with Company

 

58

Director may hold other office

 

59

Exercise of voting power in other corporations

 

60

Directors may lend to the Company

 

61

Termination of office of Director

 

62

Rotation to exclude Director who is terminated

 

63

Retirement and nomination of Directors

 

64

Appointment of a Managing Director and Deputy Managing Director

 

65

Managing Director not to be subject to retirement by rotation

 

66

Procedures relating to Board meetings

 

67

Meetings by telephone or other means of communication

 

68

Votes at meetings

 

69

Chairman

 

70

Powers of meetings

 

71

Committees

 

72

Validity of acts

 

73

Resolution in writing

 

74

General powers of the Board

 

75

Power to borrow and guarantee

 

76

Power to give security

 

77

Power to authorise debenture holders, etc to make calls

 

78

Power to issue bond, debenture or other security

 

79

Personal liability of officer

 

80

Seal

 

81

Determination of dividend

 

82

Dividend plans

 

83

Interim dividends

 

84

Distribution otherwise than in cash

 

85

Capitalisation of profits

 

86

Transfer of shares

 

87

Retention of dividends; unclaimed dividends

 

88

How dividends are payable

 

89

Service of notices

 

90

When notice deemed to be served

 

91

Shareholder not known at registered address

 

92

Calculation of period of notice

 

93

Notice to transferor binds transferee

 

94

Service on deceased shareholders

 

95

Winding up

 

96

Indemnity of officers; insurance; access

 

97

Approval of proportional takeover bids

 

98

Restricted securities

 

 



 

PRELIMINARY

 

The Company is a public company limited by shares.

 

The replaceable rules in the Corporations Law do not apply to the Company.

 

INTERPRETATION

 

1                                         Defined terms

 

1.1                                 In this Constitution unless the context requires otherwise:

 

ASX means Australian Stock Exchange Limited.

 

Board means the Directors for the time being of the Company or those of them who are present at a meeting at which there is a quorum.

 

business day means a day which is a business day for the purposes of the Listing Rules.

 

call includes any instalment of a call and any amount due on issue of any share.

 

Chairman means the Chairman of the Board or other person occupying the position of Chairman or Acting Chairman under Rule 36 or Rule 37.

 

Committee means a Committee to which powers have been delegated by the Board under Rule 71.

 

Company means Amcor Limited (ACN 000 017 372).

 

Constitution means this Constitution as amended.

 

Director means a person appointed or elected to the office of Director of the Company in accordance with this Constitution.

 

Law means the Corporations Law and includes a reference to the Corporation Regulations.

 

Listing Rules means the ASX Listing Rules.

 

Office means the registered office of the Company.

 

person and words importing persons include partnerships, associations and corporations, unincorporated and incorporated by Ordinance, Act of Parliament or registration as well as individuals.

 

Register means the register of shareholders of the Company.

 

registered address means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder is willing to accept service of notices.

 

retiring Director means a Director who is required to retire under Rule 63.1 and a Director who ceases to hold office under Rule 61.

 

Rules means these Rules, as amended.

 

SCH means securities clearing house as referred to in the Law.

 

Secretary means a person appointed as, or to perform the duties of, Secretary of the Company.

 

securities includes shares, rights to shares, options to acquire shares, instalment receipts and other securities with rights of conversion to equity.

 

shareholders present means shareholders present at a general meeting of the Company in person or by duly appointed representative, proxy or attorney.

 

writing and written includes printing, typing, lithography, facsimile and other modes of reproducing words in a visible form.


 

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