Sirtex Cover.proof 11 - School of Educators

Additional Information
attaching to or the terms of issue of a class or classes of shares and the appointment or removal of directors.
Resolutions put to the vote at general meetings will not generally relate to the day-to-day management
of the Company.
A resolution put to the vote at a general meeting must be decided on a show of hands unless a poll is
demanded. A poll may be demanded by:
• the chairperson of the meeting;
• at least 5 members present and having the right to vote at the meeting; or
• members with at least 5% of the votes that may be cast on the resolution on a poll.
Each member is entitled to one vote if voting is by a show of hands but is entitled to one vote for each fully
paid share (or a fraction of a vote for each partly paid Share) where voting is by poll.
Dividends
The board of directors of the Company may pay any interim and final dividends, as in their judgement, the
financial position of the Company justifies. A declaration of the directors as to the amount of the net profits
of the Company is conclusive.
If the directors decide to pay a dividend then, subject to the rights of shareholders with any special or
preferential rights to dividends, each share carries the right to participate in the dividend in the same
proportion that the amount paid up (not credited) on the share bears to the total amounts paid and payable
(excluding amounts credited).
The directors are not obliged to pay a dividend out of the profits of the Company and may instead:
• carry the profits forward to carry them to a reserve for any purpose for which the profits of the
Company may properly be applied;
• pay up unissued shares or other securities of the Company for issue to shareholders in the proportion to
which those shareholders would have been entitled were the amounts distributed by way of dividend;
• pay up any unpaid amounts on shares or other securities of the Company held by shareholders in the
proportion to which those shareholders would have been entitled were the amounts distributed by way
of dividend;
• implement a dividend reinvestment plan on such terms as they think fit under which the whole or any
part of any dividend due to shareholders may be applied in subscribing for securities of the Company or
a related body corporate; or
• implement a dividend selection plan, on terms as they think fit under which participants may elect to
receive a dividend from the Company or to forego a dividend in place of some other form of
distribution from the Company or another body corporate or trust.
New Issues
The directors may issue new shares or options in respect of new shares to any person at such times and on
such terms and conditions as they think fit provided that the issue complies with the Corporations Law and
Regulations, the Listing Rules and general law.
The Company may issue preference shares, including preference shares that are liable to be redeemed,
which receive priority payment ahead of the ordinary shares in relation to matters such as:
• participation in profits or dividend payment to the extent of the preference dividend; and
• return of capital and payment of the accrued preference dividend in a winding-up.
A preference dividend payable in respect of a preference share may be at a fixed or variable rate as specified
in the relevant certificate for that preference share issued by the Company. Unless otherwise stated in the
certificate of the share, a dividend payable in respect of preference shares, will accrue from day to day and
is payable in respect of the amount for the time being paid on the preference share.
A preference share does not entitle its holder to vote at any general meeting except in certain
circumstances outlined in the Constitution.
Sirtex Medical Prospectus 2000
59