Recent Updates
Recently added Catalysts
ATHE

CONSTITUTION OF ALTERITY THERAPEUTICS LIMITED ACN 080 699 065 (as adopted by a special resolution of shareholders on 28 November 2008 and amended by a special resolution of shareholders on 18 November 2020) Contents Clau

Thursday, November 19, 2020 6 min read
Key Takeaway: ALTERITY THERAPEUTICS (as adopted by a special resolution of shareholders on 28 November 2008 and amended by a special resolution of shareholders on 18 November 2020) Clause Number Heading Page 1. Preliminary 1 1.1 Definitions 1 1.2 Corporations Act and Listing Rules

Full Press Release Details

ALTERITY THERAPEUTICS
(as adopted by a special
resolution of shareholders on 28 November 2008
and amended by a special
resolution of shareholders on 18 November 2020)
Clause Number Heading Page
1. Preliminary 1
1.1 Definitions 1
1.2 Corporations Act and Listing Rules definitions 2
1.3 Interpretation 2
1.4 Replaceable rules not to apply 3
1.5 Constitution subject to the Act 3
1.6 Listing Rules, ACH Clearing Rules and ASTC Settlement Rules only have effect if Company is listed 3
1.7 Constitution subject to Listing Rules if Company is listed 3
2. Share Capital 4
2.1 Allotment and issue of Shares under control of Directors 4
2.2 Company may issue preference Shares 4
2.3 Redeemable preference Shares 4
2.4 Rights of holders of preference Shares 4
2.5 Interest on share capital 5
2.6 Brokerage or commission 5
2.7 Joint Holders 5
2.8 Recognition of trusts or other interests 5
3. Certificates 6
3.1 Certificated holdings 6
3.2 Issue of certificates 6
3.3 Entitlement of Member to certificate 6
3.4 Certificate for joint holders 6
3.5 Cancellation of certificate on transfer 6
3.6 Replacement of certificates 6
4. CHESS 7
4.1 Participation in CHESS 7
4.2 Compliance with ACH Clearing Rules and ASTC Settlement Rules 7
4.3 Registers 7
4.4 No interference with proper transfer 7
5. Lien over Shares 7
5.1 Lien 7
5.2 Extent of lien 8
5.3 Exemption from lien 8
5.4 Sale under lien 8
5.5 Proceeds of sale of Shares sold under lien 8
5.6 Transfer on sale under lien 8
6. Calls 8
6.1 Directors may make calls 8
6.2 Notice of calls 9
6.3 Difference in terms of issue as to calls 9
6.4 Fixed payments deemed calls 9
6.5 Interest on sums not paid 9
6.6 Payment of calls 9
6.7 Proof of calls 9
6.8 Prepayment of calls 9
7. Forfeiture of Shares 10
7.1 Forfeiture upon non-payment of calls 10
7.2 Evidence of forfeiture 10
7.3 Effect of forfeiture 10
7.4 Sale of forfeited Share 10
7.5 Proceeds of sale 11
7.6 Redemption of forfeited Shares 11
7.7 Surrender of Shares 11
8. Transfer of Shares 11
8.1 Transfer document 11
8.2 Registration procedure 11
8.3 Registration of transfer 12
8.4 Restrictions on transfer 12
8.5 Notice of refusal to register 12
8.6 Transfer not complete until name entered in the Register 12
8.7 More than 3 persons registered 12
9. Transmission of Shares 13
9.1 Death of a Member 13
9.2 Transmission on death or bankruptcy 13
9.3 Election as to registration on transmission 13
10. Alteration of capital 13
10.1 Company's power to alter capital 13
10.2 Reduction of capital 13
10.3 Power to buy Shares 13
11. Variation or cancellation of rights 14
11.1 Variation or cancellation of rights of class of Shares 14
11.2 No consent or sanction required for redemption 14
11.3 No variation by issue of further Shares ranking equally 14
12. Restricted Securities 14B
13. Proportional takeover bids 14B
13.1 Definitions 14B
13.2 Prohibition on registration of transfer unless takeover scheme approved 15
13.3 Approving resolution 15
13.4 Entitlement to vote on approving resolution 15
13.5 Bidder and associates not entitled to vote 15
13.6 Approving resolution passed 15
13.7 General meeting provisions to apply 15
13.8 Meeting to be held before approving resolution deadline 15
13.9 Notice as to whether approving resolution is passed 15
13.10 Approving resolution deemed to have been passed 16
13.11 Effect of this clause 16
14. Unmarketable parcels 16
14.1 Definitions 16
14.2 Notice to Unmarketable Parcel Holder 16
14.3 Revocation or withdrawal of notice 16
14.4 Sale of Unmarketable Parcels 17
14.5 Company may not sell below Authorised Price 17
14.6 Company to pay all costs 17
14.7 Title of purchaser of Unmarketable Parcel 17
14.8 Remedy of Unmarketable Parcel Holder 17
14.9 Evidence of sale in accordance with this clause 17
14.10 Receipt of proceeds of sale 18
14.11 Company to deal with proceeds of sale 18
14.12 Overriding effect of this clause 18
14.13 Clause ceases to have effect following announcement of takeover bid or takeover announcement 18
14.14 Clause may be invoked only once in any 12 Month period 18
15. General meetings 18
15.1 Annual general meetings 18
15.2 General meetings 19
15.3 Members may requisition meeting 19
15.4 Notice of general meeting 19
15.5 Contents of notice of general meeting 19
15.6 Omission to give notice 20
16. Proceedings at general meeting 20
16.1 Member deemed to be present 20
16.2 Attorney of Member 20
16.3 Representative of body corporate 20
16.4 Quorum for general meeting 20
16.5 No quorum 20
16.6 Chairman of general meeting 20
16.7 Powers of chairman 21
16.8 Adjournment of general meeting 21
16.9 Notice of adjourned meeting 21
17. Voting 21
17.1 Resolution determined by majority 21
17.2 Casting vote of chairman 21
17.3 Method of voting 21
17.4 Demand for poll 21
17.5 Conduct of poll 22
17.6 Votes 22
17.7 Direct Voting 22
17.8 Voting if call unpaid on Shares 22
17.9 Voting by joint holders 23
17.10 Voting by transmittee 23
17.11 Voting by Member of unsound mind 23
17.12 Voting exclusions 23
17.13 Ruling on entitlements and votes 24
18. Proxies 24
18.1 Instrument appointing proxy 24
18.2 Deposit of proxy with company 24
18.3 Presence of Member 24
18.4 Validity of vote given in accordance with proxy 24
18.5 Form of proxy 24
19. Directors 25
19.1 Number of Directors 25
19.2 No Share qualification 25
19.3 Election of Directors by company 25
19.4 Directors may fill casual vacancies or appoint additional Directors 25
19.5 Eligibility for election as a Director 25
19.6 Alternate Director 25
19.7 Auditor cannot be Director 26
20. Director's tenure of office 26
20.1 Directors' tenure of office 26
20.2 Retirement by rotation 26
20.3 Retiring Director eligible for re-election 27
20.4 Removal of Director by the Company 27
20.5 Vacation of office 27
21. Director's remuneration 27
21.1 Remuneration for non-executive directors 27
21.2 Additional remuneration for extra services 28
21.3 Remuneration to be in accordance with Listing Rules 28
21.4 Expenses of Directors 28
22. Director's contracts 28
22.1 Directors not disqualified from holding office or contracting with Company 28
22.2 Director can act in professional capacity 28
22.3 Director not to vote on contract in which it has a material personal interest 29
22.4 Directors to declare interest 29
22.5 Directors to declare potential conflicts 29
22.6 Secretary to record declarations of Directors 29
23. Powers of Directors 29
23.1 Powers of Directors 29
23.2 Powers to borrow or raise money 29
23.3 Directors may vote Shares in other corporations 30
23.4 Agent or attorney 30
23.5 Sub-delegation of powers 30
24. Executive directors 30
24.1 Managing director 30
24.2 Directors may confer powers on executive directors 30
24.3 Remuneration of executive directors 30
25. Proceedings of Directors 31
25.1 Board meetings 31
25.2 Director to be regarded as present at meeting 31
25.3 Place of meeting 31
25.4 Convening of Directors meeting 31
25.5 Notice of meeting 31
25.6 Directors may act notwithstanding vacancy 31
25.7 Quorum for Board meetings 31
25.8 Meeting competent to exercise all powers 31
25.9 Chairman of Board meetings 32
25.10 Documents tabled at meeting 32
25.11 Questions to be decided by majority 32
25.12 Votes of alternate directors 32
25.13 Equality of Votes 32
25.14 Resolution in writing 32
25.17 Committee powers and meetings 33
25.15 Validity of acts of Directors 33
26. Secretary 33
27. Minutes and registers to be kept 33
27.1 Minutes 33
27.2 Minutes to be signed by chairman 34
27.3 Registers 34
27.4 Branch registers 34
28. The Seal 34
28.1 Use of common seal 34
28.2 Duplicate seals 34
28.3 Share seal 34
28.4 Affixing the Share seal 35
29. Negotiable instruments 35
30. Reserves 35
30.1 Reserves 35
30.2 Carry forward of profits 35
30.3 Revaluation of assets 35
31. Dividends 35
31.1 Power to determine and declare dividends vested in Directors 35
31.2 Apportionment of dividends 36
31.3 Dividends only payable out of profits 36
31.4 Dividend payable by distribution of assets 36
31.5 Dividends may be payable in foreign currency 36
31.6 No interest payable on dividends 36
31.7 Directors may retain certain dividends 36
31.8 Directors may deduct from dividends money payable to Company 37
31.9 Payment of dividends 37
31.10 Unclaimed dividends 37
31.11 Dividend Reinvestment Plan 37
31.12 Amendment of Dividend Reinvestment Plan 37
32. Capitalisation of profits 37
32.1 Capitalisation of profits 37
32.2 Directors powers in relation to capitalisation of profits 38
33. Financial statements 38
33.1 Financial records 38
33.2 Financial, Director's and auditor's reports to be laid before annual general meeting 38
33.3 Financial statements and reports 38
34. Audit 38
34.1 Auditors 38
34.2 Financial statements to be audited 39
34.3 Register to be audited 39
35. Inspection of records 39
36. Notices 39
36.1 Service of notices by Company 39
36.2 Listing Rules and ASTC Rules 39
36.3 Posting notices to overseas Members 39
36.4 Notices to joint holders 39
36.5 Notice deemed to be served 39
36.6 Service by post 40
36.7 Notices to Members whose whereabouts unknown 40
36.8 Notices binding on transferees 40
36.9 Notice to deceased or bankrupt Members 40
36.10 Signing of notices 40
36.11 Counting of days 40
37. Winding up 41
37.1 Distribution of surplus assets 41
37.2 Fee or commission paid to liquidator to be approved in general meeting41
37.3 Distribution in specie 41
38. Indemnity and insurance 41
38.1 Indemnity 41
38.2 Insurance 42
A Company Limited by
Alterity Therapeutics
In this Constitution, unless the context otherwise
"Act" means the Corporations
"ACH" means the Australian Clearing
House Pty Ltd [ACN 001 314 503];
"ACH Clearing Rules" means
the ACH Clearing Rules as amended from time to time;
"ASIC" means Australian Securities and Investments Commission
or any other successor body;
"ASTC" means the ASX Settlement and Transfer Corporation Pty Ltd [ACN 008 504 532];
Settlement Rules" means the operating rules of ASTC and, to the extent that they are applicable, the operating rules
of ASX and the operating rules of the Australian Clearing House Pty Limited;
ASX Limited [ACN 008 624 691];
the Directors acting as a Board of Directors;
the Clearing House Electronic Sub-register System established and operated by;
securities" means securities approved by ACH and ASTC in accordance with the ACH Clearing Rules and the ASTC Settlement
Alterity Therapeutics Limited [ACN 080 699 065];
means the constitution of the Company for the time being in force;
"Directors" means the directors
of the Company from time to time;
"Financial Year" has the meaning
given to the term "financial year" in the Act;
means the Listing Rules of the ASX and any other rules of ASX which are applicable while the Company is admitted to the Official
List, each rule as amended or replaced from time to time, except to the extent of any express written waiver by ASX;
means a person who is entered in the Register as the holder of Shares in the capital of the Company;
"Month" means calendar month;
"Office" means the registered office
for the time being of the Company;
"Official List" means the official
list of entities that ASX has admitted and not removed;
means the registers and/or subregisters of Members to be kept pursuant to the Act and the Listing Rules and includes a branch
register and CHESS subregister;
Corporate" has the same meaning given to the term "related body corporate" in the Act;
"Resolution" means a resolution
other than a Special Resolution;
"Restricted Securities" has the
same meaning given to it in the Listing Rules;
the common seal of the Company (if any) or, where appropriate, the duplicate seal or the official seal;
means a person appointed as secretary of the Company and also includes any person appointed to perform the duties of secretary
on a temporary basis and any duly appointed assistant secretary;
"Shares" means shares in the capital
"Special Resolution" has the same
meaning given to the term "special resolution" in the Act.
In this Constitution,
unless the context otherwise requires, an expression defined in, or given a meaning for the purposes of, the Act or the Listing
Rules, has the same definition or meaning in this Constitution to the extent that it relates to the same matter for which it is
defined or given a meaning in the Act or the Listing Rules.
In this Constitution, unless the context otherwise
To the maximum extent permitted
by the Act, the provisions of the Act that apply as replaceable rules do not apply to the Company.
This Constitution is subject
to the Act and where there is any inconsistency between a clause of this Constitution and the Act, the Act prevails to the extent
of the inconsistency.
In this Constitution,
a reference to the Listing Rules, the ACH Clearing Rules or the ASTC Settlement Rules is to have effect only if at the relevant
time the Company is admitted to the Official List and is otherwise to be disregarded.
A reference to the Listing
Rules shall be read as if the words "if applicable" appeared immediately thereafter, and shall apply only if the Company
is admitted to the Official List or any securities of the Company are quoted on ASX. If the Company is not admitted to the Official
List or no securities of the Company are quoted on ASX, the reference to the Listing Rules (and any requirement that a provision
be construed or applied subject to or in accordance with the Listing Rules) shall be disregarded.
If the Company is admitted to
the Official List the following clauses apply:
The allotment and issue
of Shares is under the control of the Directors. Subject to the Act and the Listing Rules, the Directors:
The Company may not issue
any preference Shares unless the rights and restrictions attaching to those preference Shares are set out in this Constitution
or in a Special Resolution.
The Company may issue preference
Shares which are, or at the option of the Company are to be, liable to be redeemed. The terms upon which and the manner in which
any redemption is to be effected must, if permitted by law, be specified in the conditions of issue of the preference Shares.
All preference Shares issued
by the Company confer on the holders of those preference Shares:
The Company is authorised
to pay interest on share capital in the circumstances and on the conditions provided for in the Act.
Subject to the provisions
and restrictions contained in the Act and the Listing Rules, the Company may pay brokerage or commission to any person in consideration
of the person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company or for procuring
or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares in the Company. Any brokerage or commission
may be paid or satisfied in cash, Shares, debentures or debenture stock of the Company or otherwise.
Where 2 or more persons
are registered as the holders of any Share, they are deemed to hold the Share as joint tenants with benefits of survivorship, subject
to the following provisions:
Subject to the provisions
of the Act, the Company is entitled to treat the registered holder of any Shares as the absolute owner of those Shares and, accordingly,
the Company is not bound to recognise (whether or not it has notice):
The provisions of this
clause 3 apply only to the extent that the Company is required by the Act, the Listing Rules, the ACH Clearing Rules or the ASTC
Tags: ATHE Viatris Investor Conferences Healthcare investor conferences healthcare conferences UBS Global Healthcare
Last updated: Nov 19, 2020