Ann: Improved terms of proposal, page-32

6 Plebiscite to approve proportional takeover bids
6.1 Definitions
The meanings of the terms used in this rule 6 are set out below.
Term Meaning
Approving Resolution in relation to a Proportional Takeover Bid: a resolution to approve the
Proportional Takeover Bid passed in accordance with rule 6.3.
Approving Resolution in relation to a Proportional Takeover Bid: the day that is 14 days before the
last day of the bid period, during which the offers under the Proportional 6 Plebiscite to approve proportional takeover bids
I.2856453.5 Constitution for MEO Australia Limited page 22
Term Meaning
Deadline Takeover Bid remain open or a later day allowed by the Australian Securities
and Investments Commission.
Proportional Takeover
Bid
a takeover bid that is made or purports to be made under section 618(1)(b) of
the Act in respect of securities included in a class of securities in the
company.
Relevant Class in relation to a Proportional Takeover Bid: the class of securities in the
company in respect of which offers are made under the Proportional Takeover
Bid.
6.2 Transfers not to be registered
Despite rules 5.1(c) and 5.2, a transfer giving effect to a contract resulting from the
acceptance of an offer made under a Proportional Takeover Bid must not be registered
unless an Approving Resolution to approve the Proportional Takeover Bid has been
passed or is taken to have been passed in accordance with rule 6.3.
6.3 Approving Resolution
(a) Where offers have been made under a Proportional Takeover Bid, the directors must,
before the Approving Resolution Deadline:
(1) convene a meeting of the persons entitled to vote on the Approving Resolution
for the purpose of considering and, if thought fit, pass a resolution to approve
the Proportional Takeover Bid; and
(2) ensure that the resolution is voted on in accordance with this rule 6.3.
(b) The provisions of this constitution relating to general meetings apply, with such
modification as the circumstances require, to a meeting that is convened under
rule 6.3(a), as if that meeting were a general meeting of the company.
(c) The bidder under a Proportional Takeover Bid and any associates of the bidder are not
entitled to vote on the Approving Resolution and if they do vote, their votes must not be
counted.
(d) Subject to rule 6.3(c), a person who, as at the end of the day on which the first offer
under the Proportional Takeover Bid was made, held securities of the relevant class, is
entitled to vote on the Approving Resolution relating to the Proportional Takeover Bid.
(e) An Approving Resolution that has been voted on is taken to have been passed if the
proportion that the number of votes in favour of the resolution bears to the total number of
votes on the resolution is greater than 50%, and otherwise is taken to have been
rejected.
(f) If an Approving Resolution has not been voted on in accordance with this rule 6.3 as at
the end of the day before the Approving Resolution Deadline, an Approving Resolution 7 General meetings
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will be taken to have been passed in accordance with this rule 6.3 on the Approving
Resolution Deadline.
6.4 Sunset
Rules 6.1, 6.2 and 6.3, cease to have effect at the end of 3 years beginning:
(a) where those rules have not been renewed in accordance with the Act, on the date that
those rules were adopted by the company; or
(b) where those rules have been renewed in accordance with the Act, on the date those
rules were last renewed.