Nok Limited: Constitution Proxy Form, Share Issue, and Rules

This assignment examines the constitution of Nok Limited, focusing on key aspects such as the proxy form, share issuance, and the application of replaceable rules. It defines important terms like 'directors,' 'preference shares,' and 'prescribed rate.' The assignment outlines the powers of directors concerning share issuance, including various classes of shares like Class X, Preference shares (under specific sections of the Corporations Act), and Redeemable Preference Shares. It emphasizes the company's compliance with the Corporations Act 2001, specifically referencing sections related to company registration and the limitations on share distribution. The document highlights the significance of the replaceable rules in governing the internal management of the company, providing a framework for understanding the company's operational structure and governance.

CONSTITUTION
PROXY FORM
Nok Limited
ABN 56987423651
Registered office:
52 Adam Street
Phone [phone]
Fax [phone]
Web-address: www.nok.com
i. 1. Definitions
ii. The below definitions will be applicable to the constitution unless stated otherwise
iii. Corporation Act 2001 (CA)
iv. Australian Securities and Investment Commission (ASIC)
v. Provisional and concluding dividend (dividend)
vi. Persons appointed and acting as directors (directors)
vii. This Constitution (constitution)
viii. Body corporate or individuals present at the an meeting (present members)
ix. Rate for dividends in relation to preference shares as stated on share certificate
(Preference Rate)
x. Official and common seal of company (seal)
xi. Base rate, Charged interest by bank (Prescribed rate)
xii. 1.2 Interpretation
xiii. No meaning of the words in this constitution is changed through the use of italics
unless stated otherwise
xiv. 2. Application of replaceable rule.
xv. The internal management of the company will be governed by replaceable rules as per
section 134 of the CA
xvi. 3. As per section 117 of the CA a company can be registered as a proprietary
company and it must not issue shares to public and have more than 50 members.
xvii. 5. Share issue
xviii. Directors have the power with respect to issuing share on behalf of the company
which may include shares along with other options over shares..
xix. The directors have the power to issue any kind of share or security but subjected to
the restrictions provided by law.

xx. Ordinary shares are present in the company under the replaceable rules named as
Class X, Preference shares are also made available for the company under section
249C, 249L, 249X Class B1 and Redeemable Preference Shares Class PR