澳洲西农有限公司提出的proposal格式
Constitution of Wesfarmers Limited
Share capital Shares 股本股份
Subject to this constitution, the directors may:
(a) issue, allot or grant options for, or otherwise dispose of, shares in the company; and
(b) decide:
（1）发行股份或授出购股权;
（2）发行股份或授出购股权;
（3）该等股份或购股权的权利及限制。
(1) the persons to whom shares are issued or options are granted;
(2) the terms on which shares are issued or options are granted; and
(3) the rights and restrictions attached to those shares or options.
Preference shares
(a) The company may issue preference shares including preference shares which are, or at the option of the company or holder are, liable to be redeemed or convertible into ordinary shares.
(b) Each preference share confers on the holder a right to receive a preferential dividend, in priority to the payment of any dividend on the ordinary shares, at the rate and on the basis decided by the directors under the terms of issue.
(c) In addition to the preferential dividend and rights on winding up, each preference share may participate with the ordinary shares in profits and assets of the company, including on a winding up, if and to the extent the directors decide under the terms of issue.
(d) The preferential dividend may be cumulative only if and to the extent the directors decide under the terms of issue, and will otherwise be non-cumulative.
(e) Each preference share confers on its holder the right in a winding up and on redemption to payment in priority to the ordinary shares of:
(1) the amount of any dividend accrued but unpaid on the share at the date of
winding up or the date of redemption; and
(2) any additional amount specified in the terms of issue.
(f) To the extent the directors may decide under the terms of issue, a preference share ma confer a right to a bonus issue or capitalisation of profits in favour of holders of those shares only.
(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out above.
(h) A preference share does not entitle its holder to vote at any general meeting of the company except in the following circumstances:
(1) on any of the proposals specified in rule 2.2(i);
(2) on a resolution to approve the terms of a buy back agreement;
(3) during a period in which a dividend or part of a dividend on the share is in arrears;
(4) during the winding up of the company; or
(5) in any other circumstances in which the Listing Rules require holders of
preference shares to be entitled to vote.
(i) The proposals referred to in rule 2.2(h) are proposals:
(1) to reduce the share capital of the company;
(2) that affect rights attached to the share;
Constitution page 5
(3) to wind up the company; or
(4) for the disposal of the whole of the property, business and undertaking of the
company.
(j) The holder of a preference share who is entitled to vote in respect of that share under
rule 2.2(h) is, on a poll, entitled to the greater of one vote per share or such other number
of votes specified in, or determined in accordance with, the terms of issue for the share.
(k) In the case of a redeemable preference share, the company must, at the time and place
for redemption specified in, or determined in accordance with, the terms of issue for the
share, redeem the share and, on receiving a redemption request under the terms of
issue, pay to or at the direction of the holder the amount payable on redemption of the
share.
(l) A holder of a preference share must not transfer or purport to transfer, and the directors,
to the extent permitted by the Listing Rules, must not register a transfer of, the share if
the transfer would contravene any restrictions on the right to transfer the share set out in
the terms of issue for the share.
Alteration of share capital
Subject to the Act, the directors may do anything required to give effect to any resolution
altering the company’s share capital, including, where a member becomes entitled to a
fraction of a share on a consolidation:
(a) making cash payments;
(b) determining that fractions may be disregarded in order to adjust the rights of all parties;
(c) appointing a trustee to deal with any fractions on behalf of members; and
(d) rounding up each fractional entitlement to the nearest whole share by capitalising any
amount available for capitalisation under rule 4.2 even though only some of the members
participate in the capitalisation.
Conversion or reclassification of shares
Subject to rule 2.5, the company may by resolution convert or reclassify shares from one
class to another.
Variation of class rights
(a) The rights attached to any class of shares may, unless their terms of issue state otherwise, be varied:
（1）要求持有75％的该类别股份的人的书面同意;
（2）需要通过特别决议案的股份持有人同意。
(1) with the written consent of the holders of 75% of the shares of the class; or
(2) by a special resolution passed at a separate meeting of the holders of shares of
the class.
(b) The provisions of this constitution relating to general meetings apply, with necessary
changes, to separate class meetings as if they were general meetings except that:
(1) a quorum is 2 persons holding or representing by proxy, attorney or
Representative, at least ten percent of the issued shares of the class or, if there
is one holder of shares in a class, that person; and
(2) any holder of shares of the class present in person or by proxy, attorney or
Representative or who has duly lodged a valid direct vote in relation to the
meeting, may demand a poll.
(c) The rights conferred on the holders of any class of shares are to be taken as not having
been varied by the creation or issue of further shares ranking equally with them.
Constitution page 6
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