CARES, in certain circumstances at the election of Ramsay, may be exchanged for Shares.
The rights and liabilities attaching to shares are set out in Ramsay’s Constitution. The following is a summary of the principal rights and liabilities attaching to shares as at the date of this Prospectus. This summary does not contain all of the information included in Ramsay’s Constitution which should be read for a more complete description of shareholders’ rights. A copy of Ramsay’s Constitution is available, free of charge, to any person who asks for it during the period from the date of this Prospectus until the closing date for applications under this Prospectus (see Section 9.4). 9.5.1 Voting Rights
Subject to the rights or restrictions attached to any shares, on a show of hands each shareholder present in person or by proxy, attorney or authorised representative has one vote.
On a poll, each shareholder present in person or by proxy, attorney or authorised representative has:
•a fraction of a vote for every partly paid equivalent. The fraction is equivalent to the proportion which the amount paid is of the total amounts paid up and payable.
9.5.2 Dividends
Subject to the rights or restrictions attached to any shares, dividends are payable on each share on the basis of the proportion which the amount paid up (not credited) on each share is of the total amounts paid and payable on that share (excluding amounts credited).
9.5.3 Variation of Rights
The rights attached to any class of shares may be varied (unless otherwise provided for by the terms of issue of those shares) by:
•a special resolution (i.e. passed by at least 75% of the votes cast by members entitled to vote on the resolution) passed at a meeting of the holders of the shares of that class (where the quorum is shareholders present holding or representing 75% of the nominal amount of the issued shares of the class); or
•where the necessary quorum is not present or the special resolution not passed, the written consent of holders of at least 75% of the issued shares of the class within two calendar months of the meeting. 9.5.4 Transfer of Shares
Shares may be transferred:
•by any computerised or electronic share transfer system conducted in accordance with the rules of the ASX; or
•where Ramsay does not participate in such a system, by an instrument of written transfer in the form approved by the ASX or such other form as approved by the Directors.
Ramsay may apply to hold back or refuse to register any transfer of Shares if:
•Ramsay has a lien on the securities;
•Ramsay is served with a court order restricting the shareholder’s capacity to transfer the securities;
•Registration may breach an Australian law. 9.5.5 Issue of Further Shares
All unissued shares are under the control of the Directors, who may allot, issue, grant options over or otherwise dispose of shares at such price, on such terms and conditions, and with such preferred, deferred or other rights as the directors think fit.
Ramsay will not issue any share with a voting right more advantageous than that available to any share previously issued by Ramsay and which does not carry voting rights which confer equitable representation on the holder.
9.5.6 General Meetings and Notices
An annual general meeting of the Company will be held each calendar year. In addition to the annual general meeting, general meetings may be convened by the Directors as necessary. Each registered member of the Company will receive written notice of such general meeting not less than 28 days before the proposed date of the general meeting.
Ramsay may serve a notice on the member personally or by sending it by post addressed to such member at the address entered in the register or the address supplied by that member for the giving of notices, or electronically to the electronic address (if any) nominated by the member.
9.5.7 Winding-Up
If Ramsay is wound up, the assets of the Company shall be distributed, as nearly as may be, to the members of the Company in proportion to the capital paid up, or which ought to have been paid up at the commencement of the winding-up, on the shares held by them respectively unless an alternative approach to distribution of the assets is adopted by the liquidator with the sanction of a special resolution passed by the members of the Company.
9.5.8 Reductions of Share capital
Ramsay may reduce its share capital in any manner permitted by the Corporations Act and the ASX Listing Rules.
9.5.9 Number of Directors
Ramsay’s Constitution provides that the number of Directors shall not be less than three and not more than 12. If at any time the number of directors falls below 3, the continuing or surviving Directors may act in cases of emergency or for the purpose of increasing the number of Directors to the minimum number or for calling a general meeting of the Company but for no other purpose.
9.5.10 Amending the Constitution
The Corporations Act provides that the constitution of a Company may be modified or repealed by a special resolution passed by the members of the Company.
The Constitution does not provide for any further requirements to be complied with to effect a modification of, or to repeal, the Constitution.