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CONSTITUTION OF FORTUNE METAL MINING NL (Adopted at the time of incorporation) Corporations Act 2001 No Liability Company Rules of FORTUNE METAL MINING NL Company The company shall be registered in the name of Fortune Metal Mining NL and the same shall be registered as no liability company under Corporations Act 2001 (Cth) Replaceable Rules ThisconstitutionpreventstheapplicabilityofReplaceablerulesmentionedunderthe Corporations Act 2001 and in case of finding any difference between this constitution and replaceable rules, the provisions of the constitution shall prevail. Board of Directors The board of directors is liable to manage the affairs of the board. The following persons shall act as first directors of the company:- 1.Lucy Scott 2.Robert Horwood
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3.Paul Perry The business of the company The company shall be engaged in the activities of metal mining across Australia and shall be registered in the Victoria State of Australia. Share Capital Types of Shares The company shall have three classes of shares as follow:- Ordinary Shares: - Holders of these shares shall have the power to vote on every agenda proposed for the consent of members. Preferences Shares: - Unlike the ordinary shares, preference shareholders shall have limited voting rights and they shall be entitled to vote only on those matters that relate to their interest. Redeemable Preference Shares: - Holders of these shares shall have the right to redeem their shares after ten years of their issue. Calls on Share Being a no liability company, the same shall have no right to call unpaid money on the shares. Contracts Board of the directors may authorize one or more officers to enter into the contracts on behalf of the same. Conflict of interest by directors
Members shall be disqualified to vote on the agendas where they have personal interest involved. Delegation of Authority Theboardmayreservetheauthoritytodelegatesomespecificpowertoanyoffer, notwithstanding provisions of this constitution.