takeover provision, page-3

Gday SSV,

In relation to your question, Resolution 12 was only added in case Resolution 11 was rejected. Resolution 11 i.e the New Constitution would have included this amendment, so far as to say that once 11 was passed 12 would not be required. However for the sake of the vote it went through.

The main changes to the Constitution are very cosmetic and in the scheme of the normal day to day business, immaterial to the value of the assets etc.

In regards to proportional takeover provisions, the company has done the right thing (IMO) and included this into the Constitution. It actually stops a company from making a takeover of only say a percentage of your shares and not the full lot. They could still go ahead and make a proportional takeover however it would need to first go to a shareholder vote. I haven't seen a proportional takeover in while but it would be seen a more of a hostile takeover if anything.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

(b) assisting in preventing Shareholders from being locked in as a minority;

(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of shareholders which may assist in deciding whether to accept or reject an offer under the takeover

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;

(b) lost opportunity to sell a portion of their Shares at a premium; and

(c) the likelihood of a proportional takeover bid succeeding may be reduced.



Hope this clears up any questions and I believe most company's (new ones anyway) have this in their Constitution.

Regards
Rambleon