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CORPORATIONS ACT 2001 - SECT 648E

Resolution to be put if proportional bid made

             (1)  If:

                     (a)  a company's constitution contains proportional takeover approval provisions; and

                     (b)  offers are made under a proportional bid for a class of the company's securities;

then:

                     (c)  the company's directors must ensure that a resolution to approve the bid is voted on in accordance with those provisions before the approving resolution deadline; and

                     (d)  if the directors fail to ensure that a resolution of that kind is voted on before the deadline, each of the directors contravenes this subsection.

Note:          Subsection 648D(2) sets the approving resolution deadline.

             (2)  If a resolution to approve the bid is voted on in accordance with the proportional takeover approval provisions before the approving resolution deadline, the company must, on or before the deadline, give:

                     (a)  the bidder; and

                     (b)  if the company is listed--each relevant financial market;

a written notice stating that a resolution to approve the bid has been voted on and whether the resolution was passed or rejected.

          (2A)  An offence based on subsection (1) or (2) is an offence of strict liability.

Note:          For strict liability , see section 6.1 of the Criminal Code .

             (3)  If no resolution to approve the bid has been voted on in accordance with the proportional takeover approval provisions as at the end of the day before the approving resolution deadline, a resolution to approve the bid is taken, for the purposes of those provisions, to have been passed in accordance with those provisions.



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