I ; OF HUNTER WATER AUSTRALIA PTY LIMITED · "HWC" means Hunter Water Corporation ABN 46 228 513...

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CONSTITUTION I

; OF HUNTER WATER AUSTRALIA PTY LIMITED

ABN: 19 080 869 905

CONSTITUTION

OF HUNTER WATER AUSTRALIA PTY LIMITED

1. DEFINITIONS AND INTERPRETATION .................................................................................................... 1

2. PROPRIETARY COMPANY •••••••••••••••••••••••••••...••...••••••••••••••••••••••••••••••••••••••••••••••••••••..•••.....•....••••••••••••••• 2

3. SHARES •••.•..••...•.•••••••••••••••••••••••••••••••••••......•.••••••••••••••••••••••••••••••••••••••••••••.•••......•••.....••••••••••••••••••••••••• 3

4. SHARE CERTIFICATES •••••••••••••••...........•••••••••••••••••••••••••••••••••••••••••.•......•.•••••••••••••••••••••••••••••••••••••••••••••• 4

5. CALLS ON SHARES ••••.••••••••••••••••••••••••••••••••.•......•••.•••••••••••••••••••••••••••••••••••••.••••.......•••....•.•••.••••••••••••••••• 5

6. FORFEITURE AND LIEN ON SHARES ....................................................................................................... 6

7. TRANSFEROFSHARES •.•........•••.•••••••••••••••••••••••••••••••••••••••..........•••...••.•••••••••••••••••••••••••••••••••••••••••••••.•.• 9

8. TRANSMISSION OFSHARESANDTRUSTS •••.•..••••••••••••••••••••••••••••••••••••••••••••••••••••••.•••.......•.•••••.•••••••••••• 11

9. ALTERATION OF CAPITAL. ••••••••••••••••••••••••••••••••••.•••.•.......•.••••••.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 12

10. VARIATION OF SHAREHOLDERS' RIGHTS ••••••••••••••••••••••••••••••••••••••..•....••••.•••..•••••••••••••••••••••••••••••••••••••• 12

11. BORROWING POWERS ..••••.•.••••••••••••••••••••••••••••••••••••••••••••...••....•.•..•••••••••••••••••••••••••••••••••••••••••••••••••••• 13

12. GENERALMEETINGS ••••••••••••••••..•...•...•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••....•••••..•..••••••••••••••••••••••• 14

13. PROCEEDINGS AT GENERAL MEETINGS ••••••••••••••••••••••.......•••••...•••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 14

14. VOTESOFMEMBERS ••••••••••••••••••••••••••••••.•.•...••..•••..•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••..•••••.. 17

15. PROXIES AND REPRESENTATIVES ••......•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••.......•.•.........•••••.••...••.• 18

16. DIRECTORS •••••..•••••••.•••••••••••••••••••••••••••••••••••••••••••••••••...•.••....••••..••••••••••••••••••••••••••••••••••••••••••••••••••••••• 19

17. DIRECTORS' CONTRACTS WITH COMPANY ••••••.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 21

18. RETIREMENT OF DIRECTORS •...••••••••.•.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 22

19. MANAGING DIRECTOR •••••••••••••••••••••••••••••....••••....•••••••••••••••••••••••.•••••••••••••••••••••••••••••••••••••••••••••••••••••• 22

20. PROCEEDINGS OF DIRECTORS ••••.•..•......••••.••.•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 23

21. ALTERNATE DIRECTORS .•..•.•••••••••••••••••••••••••••••••••••••••••••••••••.•...•...........••••.•.••....••.••.•.•••.•••.••.••••.••••••••• 26

22. MINUTES ••••••.••••••••••••••••••••••••••••••••••••••••••••••••••....••••.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 28

23. POWERS AND DUTIESOFDIRECTORS ••••••••.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••.•••• 29

24. SECRETARY ••••••••••••••••••••••••••••••••••••••••••••.•.••..••••••...••••••••••••••.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 31

25. LOCALMANAGEMENT ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••.••.••••....•......••.•.....••••.....•..•....•.•......• 31

26. THE SEALS •••.••••••••••••••••••••••••••••••••••••••••••••••••••••.•••••••.....•••.•...•.•.•••••.••••••••••••••••••••••••••••••••••••••••••••••••••• 32

27. RESERVEFUNDANDDIVIDENDS ••••••••••••••••••••••••••••••••••••••••••••••••••••••••.•••••••••...••.......•••..•...•.•••••....•••...• 32

28. CAPITALISATION OF PROFITS •••••••••••••••••........••.....•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 35

29. ACCOUNTS ••••••••••••••.•.....••..•.....•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••.•••••.••••..••••••... 36

30. AUDITORS: APPOINTMENT AND REMOVAL ••••••••••••••••••••••••.•...•...••••.•••.••••.•••••••.•••••••••••••••••••••••••••••••••• 36

31. NOTICES •••••••••••••••••••••••••••••••••••••.•••.•....••••••.•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 37

32. WINDING UP ••.........•••••..•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••..•••••••....••......••...••••••••••.•••...•••••. 38

33. INDEMNITY AND INSURANCE ••••••••••••••••••••..••••••...•••...•.....••••••.••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 39

34. OBLIGATION OF SECRECY •••••••••••••••••.....•••.......••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• 40

35. SUBSIDIARIES •••••••••••••••••.......•.........•••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••.•••••.....•...•......•.... 40

36. CONTRAVENTION OF SECTIONS 19 OR 20 OF THE SOC ACT ••••••••••••••••.•.•.••••••••...••••••••••.....•..•••...••••.••• 40

CONSTITUTION OF HUNTER WATER AUSTRAUA PTY LIMITED ABN: 19 080 896 90S

PAGE i EFFECTIVE: 27 JUNE 2013

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

In this Constitution, unless the contrary intention appears:

"Act" means the Corporations Act 2001 {Cth) and includes any statutory modification or re

enactment of it, any legislative provision substituted for it, and all regulations and statutory instruments issued under it.

"Alternate Director" means a person for the time being holding office as an alternate director

under rule 21.

"Board" means the board of Directors of the Company as constituted from time to time.

"business day" means every Monday, Tuesday, Wednesday, Thursday and Friday not being a

public holiday in the State.

"Committee" means a committee of Directors constituted under rule 20.7.

"Company" means Hunter Water Australia Pty Limited.

"Constitution" means this constitution as amended from time to time.

"Corporation" means any body corporate, whether formed or incorporated within or outside the

State.

"Director" means a Director for the time being of the Company.

"Eligible Ministers" means the eligible Ministers as defined in the SOC Act.

"HWC" means Hunter Water Corporation ABN 46 228 513 446.

"Managing Director" means a managing director appointed under rule 19.1.

"Office" means the registered office for the time being of the Company.

"paid up" includes credited as paid up.

"Premier" means the Premier from time to time of the State.

"Register" means the register of members to be kept to comply with the Act.

"Related Body Corporate" means a corporation that is deemed to be related to the Company by

virtue of section 50 of the Act.

"Representative" means a person appointed under rule 15.8 or the Act to represent a corporate

member at a general meeting of the Company.

"Seal" means the common seal of the Company.

"Secretary" means the secretary for the time being of the Company, and if there are joint

secretaries, any one or more of such joint secretaries.

"SOC Act" means the State Owned Corporations Act 1989 {NSW}.

CONSTITUTION OF HUNTER WATER AUSTRALIA PTY LIMITED ABN: 19 080 896 905

PAGE 1 EFFECTIVE: 27 JUNE 2013

"State" means the State of New South Wales and includes, as the context permits, the Crown in

right of New South Wales and the Government of New South Wales.

"Statement of Corporate Intent" means the statement of corporate intent for the time being

applicable to HWC in accordance with ·Part 4 of the SOC Act.

"Voting Shareholders" means the voting shareholders as defined in the SOC Act.

1.2. Interpretation: meaning of certain words

In this Constitution unless the contrary intention appears:

a. headings are used only for convenience and do not affect interpretation;

b. words importing the singular number include the plural number and vice versa;

c. words importing the masculine gender include the feminine gender and vice versa;

d. "including" and "includes" are not words of limitation, and a list of examples is not limited to those

items or to items of a similar kind;

e. a reference to a person includes a reference to the executors, administrators, successors,

permitted substitutes and assigns and legal personal representatives of that person;

f. a reference to a law includes regulations and instruments made under that law and includes

amendments, re-enactments or replacements of that law or provision; and

g. words importing persons include Corporations.

1.3. Application of the Act's definitions

Unless the contrary intention appears in this Constitution, an expression has, in a prov1s1on of this

Constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in

that provision of the Act, and words defined in the Act have the same meaning in this Constitution.

1.4. Replaceable rules

The replaceable rules contained in the Act do not apply to the Company and are displaced in full by this

Constitution.

1.5. General authorisation

Where the Act authorises or permits a company to do any matter or thing if so authorised by its

Constitution, the Company is and will be t<1ken by this rule to be authorised or permitted to do that matter

or thing so authorised by this Constitution.,

2. PROPRIETARY COMPANY

The Company is a proprietary company limited by shares and must not:

a. have more than 50 non-employee shareholders, counting joint holders of shares as one person; or

b. engage in any activity that would require disclosure to investors under Chapter 60 of the Act,

except for an offer of shares to existing shareholders of the Company.

CONSTITUTION OF HUNTER WATER AUSTRALIA PTY LIMITED ABN: 19 080 896 90S

PAGE 2 EFFECfiVE: 27 JUNE 2013

3. SHARES

3.1. Directors control share issues

a. Subject to rule b, this Constitution, the Act and any rights for the time being attached to the

shares of any special class, all unissued shares in the Company are under the control of the

Directors who may issue or allot,' grant options over or otherwise deal with, or dispose of them on

such terms and conditions, at such times and with such preferred, deferred, qualified or other

rights and privileges as the Directors see fit.

b. Shares may not be issued by the Directors except with the prior written approval of the

Voting Shareholders of HWC.

3.2. Fractional shares

The Directors have the right to settle the manner in which fractions of a share, however arising, are to be

dealt with.

3.3. Surrender of shares

The Directors may accept a surrender of shares to settle any dispute as to the validity of the issue of those

shares or in any other case where a surrender is within the powers of the Company, and any shares so

surrendered may be sold or disposed of in ,the same way as a share forfeited under rule 6.5.

3.4. Preference shares may be issued

Subject to the provisions of the Act, the Company may issue preference shares which are or, at the option

of the Company are liable to be redeemed, and such power may be exercised by the Directors.

3.5. Differentiation among members as to calls on shares

The Directors may differentiate between the holders as to the amount of calls to be paid and the times

for payment on the issue of shares.

3.6. Brokerage and commission on subscriptions for shares

Subject to the provisions of the Act:

a. the Company may exercise the power to make payments by way of brokerage or commission in

connection with subscriptions for shares in the Company in the manner provided by the Act; and

b. payments by way of such brokerage or commission may be satisfied by the payment of cash, by

the allotment of fully or partly paid shares or partly by the payment of cash and partly by the

allotment of fully or partly paid shares.

3.7. Registered holder absolute owner

Except as required by law or otherwise provided in this Constitution, the Company is entitled to treat the

registered holder of any share as the absolute owner of the share, and accordingly is not, except as ordered



by a court of competent jurisdiction or as required by statute, bound to recognise any equitable or other

claim to or interest in such share on the part of any other person, whether or not it has notice of same.

3.8. Eligible Ministers hold shares on behalf of the State

Those members in the Company consisting of Eligible Ministers hold their shares in the Company for and

on behalf of the State.

3.9. Obligation of Shareholder to Acquire Further Shares

The Company may issue further shares to its shareholders, but no shareholder is obliged to acquire any

further shares.

4. SHARE CERTIFICATES

4.1. Share certificates to be issued under Seal

Certificates in respect of shares must be issued under the Seal or, subject to the Act, in such other

manner as the Directors may determine.

4.2. Member's entitlement to share certificates

Unless the conditions of the allotment of the shares provide otherwise, every member is entitled to one

certificate, without payment, in respect Jf the shares registered in the member's name, or to several

certificates in reasonable denominations.

4.3. Duplicate certificate if original damaged or defaced i

Where a certificate is worn out or defaced, then on production and delivery of it to the Company, the

Company may cancel that certificate and is~ue a new certificate in its place.

4.4. Duplicate certificate if original lost or destroyed

If any share certificate, Jetter of allotment, transfer, receipt or any other document of title to shares is lost

or destroyed, a duplicate certificate may be issued upon the conditions set out in the Act and upon

payment of such fee (not exceeding that prescribed pursuant to the Act) as the Directors may from

time to time determine.

4.5. Certificate of joint holders

In the case of a share held jointly by several persons, the Company is not bound to issue a greater number

of certificates in respect of the shares than it would issue if such shares were held by one person, and

delivery of a certificate in respect of a share to any one of several joint holders named on the Register will

be deemed to be delivery to all the joint holders.


PAGE4 EFFECTIVE: 27 JUNE 2013

5. CALLS ON SHARES

5.1. Directors' power to make calls

Subject to the Act, the Directors may from time to time (in accordance with the terms of issue of a share)

make calls upon the members in respect of all moneys unpaid (whether in respect of capital or premium)

on shares held by them and to the extent that the terms of issue of those shares require those moneys to

be paid at fixed times.

5.2. Notice of Call

At least 10 business days notice of any call must be given specifying the time and place of payment and to

whom such call will be paid, provided that before the time for payment of such call the Directors may by

notice in writing to the members revoke the same or extend the time for payment.

5.3. Payment of call: when and where due

Subject to rule 5. 6, each member must pay the amount of every call made to the persons and at the times

and places appointed by the Directors.

5.4. Installments of calls

The Directors may make a call payable by installments.

5.5. When call deemed to be made

A call is deemed to have been made when the resolution of the Directors authorising such call was passed.

5.6. Call deemed to have been made when installment of capital payable under term of issue

If, by the terms of issue of any share or 6therwise, any amount is made payable at any fixed time or by

installments at fixed times, whether on 'account of the amount of the share or by way of premium,

every such amount or installment is payable as if it were a call duly made by the Directors and of which due

notice had been given, and the relevant rules of this Constitution will apply to such amount or installment.

5.7. Nonpayment of call: interest

If the sum payable in respect of any call is not paid on or before the due date for payment, the holder of

the share in respect of which the call has been made will pay interest on the sum at the rate of 20% per

annum (or at such other rate as the Directors may from time to time determine) from the day appointed

for the payment to the time of the actual payment, but the Directors may waive payment of that interest

wholly or in part.

5.8. Liability of joint holders for calls

The joint holders of a share are severally as well as jointly liable for the payment of all calls due in respect

of such share.



5.9. Proof ofliability for call

On the trial or hearing of any action for the recovery of any money due for any call, it is sufficient to prove

that the name of the member sued is entered in the Register as the holder, or one of the holders, of the

shares in respect of such call, that the resolution making the call is duly recorded in the minute book,

and that notice of such call was duly given to the member sued under this Constitution. Proof of the above

matters is conclusive evidence of the debt due in respect of a call, and it is not necessary to prove the

appointment of the Directors who made such call or any other matters.

5.10. Payment of calls in advance

The Company may accept from any member willing to advance the same all or any part of the sum due

upon the shares held by him beyond the sum actually called for. The Company may pay interest upon any

advance payment to the extent that the amount paid for the time being exceeds the amount of the calls

made upon the shares in respect of which the advance payment is made, at such rate as the member who

makes the advance payment and the Directors may agree. The amount so paid in advance does not confer

a right to participate in a dividend declared in respect of a period prior to the date on which the amount so

advanced would but for such payment have become payable. The Directors may at any time repay the

amount so advanced upon giving to such member at least 14 days notice in writing.

6. FORFEITURE AND LIEN ON SHARES

6.1. Notice to pay calls and interest

If any member fails to pay any call on or before the day appointed for payment, the Directors may

at any time, while the call remains unpaid, serve a notice on the member requiring him to pay the relevant

call amount together with any interest that may have accrued and all expenses that may have been

incurred by the Company by reason of such non-payment.

6.2. Form of notice to pay call and interest

All notices issued under rule 6.1 must name a day (not being less that 10 business days from the date of the

notice) and a place or places on and at which the call and all applicable interest and expenses must be paid.

The notice must also state that if payment is not made at or before the time and at the place appointed,

the shares in respect of which the call was made will be liable to be forfeited.

6.3. Failure to comply with notice brings forfeiture

If the requirements of a notice issued under rule 6.1 are not complied with, any shares in respect of

which such notice has been given may at any time after the date specified for payment, but before the

payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.

Such forfeiture will include all dividends declared in respect of the forfeited shares and not actually paid

before the forfeiture.

6.4. Notice offorfeiture

When any share is forfeited, notice of the forfeiture must be given to the member holding the share

immediately prior to the forfeiture and an entry of the forfeiture and its date must be made in the Register.


------------------ ----------- -----------'------------------------------- ---


A forfeiture is not invalidated by an omission or neglect to give such notice or to make such entry as

specified in this rule.

6.5. Sale offorfeited shares

Subject to rule 7.1, a forfeited share may be sold or otherwise disposed of on such terms and in such

manner as the Directors think fit, and at any time before a sale or disposition, the forfeiture may

be cancelled on such terms as the Directors think fit.

6.6. Company may receive proceeds of sale

The Company may receive the consideration (if any) given for a forfeited share on any sale or disposition of

the share.

6. 7. Transfer offorfeited share

The Company may execute a transfer of a forfeited share in favour of the person to whom the share is sold

or disposed of and, on execution of the transfer, the transferee may be registered as the holder of the

share. The transferee is not bound to see to the application of any money paid as consideration.

6.8. Transferee's title to forfeited shares

The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the

forfeiture, sale or disposal of the share.

6.9. Previous holder's continuing liability to pay calls etc.

Any member whose shares have been forfeited:

a. ceases to be a member in respect of the forfeited shares;

b. will have no claims or demands against the Company, and no other rights, in respect of those

shares except as expressly provided by the Act or this Constitution; and

c. remains liable to pay and must pay to the Company all calls, interest and expenses owing upon or

in respect of such shares at the time of forfeiture, together with interest from the time of

forfeiture until payment at the rate of 20% per annum or such other rate as the Directors may from

time to time determine. The Direcmrs may enforce the payment of all or any part of such money if

they think fit but are under no obligation so to do.

6.10. Company's lien on shares and proceeds of sale ' To the extent permitted by law, the Company has a first and paramount lien on every share for:

a. all due and unpaid calls and installments in respect of that share;

b. all money which the Company has been called on by law to pay, and has paid, in respect of that

share;

c. interest at 20% per annum on the amount due from the date it becomes due until payment; and

d. reasonable expenses of the Company in respect of the default on payment.



6.11. Lien extends to dividends

The Company's lien {if any) on a share extends to all dividends payable in respect of the share and to the

proceeds of sale of the share. The Directors may retain the dividends or proceeds of sale and may apply

them in or towards satisfaction of all amounts due to the Company in respect of which the lien exists. '

6.12. Lien on payments made by the Company

If any law imposes any liability on the Company to make any payment or empowers any person to require

the Company to make any payment in respect of any shares registered in the name of any member

{whether solely or jointly with others) or in respect of any dividends or other moneys to which that

member is or may become entitled to receive from the Company, the Company:

a. is fully indemnified by that member against all liability;

b. has a lien on those shares and all dividends and other moneys payable in respect of those shares

for all moneys so paid by the Company, together with interest on that amount at 20% per annum

{or at such lower rate as the Directors may determine) from the date of payment to the date of

repayment, and may deduct or set off against any such dividend or other moneys payable any

moneys so paid or payable by the Company together with interest;

c. may recover as a debt due from that member any moneys so paid by the Company together with

interest calculated on the basis set out in paragraph b; and

d. may refuse to register a transfer 0f any shares by that member until such money and interest has

been paid to the Company.

Nothing in this rule prejudices or affects any right or remedy which the Company may have and any such

right or remedy is enforceable by the Company against every such member or, if the member is deceased

or bankrupt, the member's legal personal representative or the trustee of the member's estate {as the case

may be).

6.13. Recovery by company of amount paid on member's behalf

All amounts so paid or to be paid as aforesaid may be deducted by the Company from any money payable

by the Company to such member or his or her executors or administrators {as the case may be) in respect

of such shares or be recovered by the Company by action or otherwise from the member or his or her

executors or administrators {as the case may be).

6.14. Enforcement of liens by sal·e

For the purpose of enforcing any lien the Directors may, subject to rule 7.1, sell the shares being the

subject of the lien in such manner as they think fit, provided that, subject to rule 6.12, no sale is made until

notice in writing of the intention to sell has been served on the member or his or her executors or

administrators {as the case may be) and default has been made by him, her or them in the payment,

fulfillment or discharge of such debts or liabilities for 10 business days after such notice.

6.15. Application of proceeds of sale

The proceeds of any sale, reissue or other disposal after forfeiture or sale on enforcing a lien, less the costs

of such sale, must be applied in payment of the amounts due and unpaid in respect of those shares in



respect of which the lien exists, and the residue (if any) paid to the member or his or her executors,

administrators or assigns (as the case may be) or as they may direct.

6.16. Execution of transfer of shares sold

For the purpose of giving effect to a sale of shares under lien:

a. the Directors may authorise a person to do everything necessary to transfer the shares sold to the

purchaser of the shares;

b. the Company must register the purchaser as the holder of the shares comprised in any transfer,

after which the validity of the sale may not be impeached by any person;

c. the purchaser is not bound to see to the application of the purchase money;

d. the title of the purchaser to the shares is not affected by any irregularity or invalidity in connection

with the sale;

e. the purchaser will be discharged from liability for any calls which may have been due before the

purchase of those shares, unless otherwise agreed in writing; and

f. the remedy of any Member aggrieved by any sale will be in damages only and against the Company

exclusively.

6.17. Proof of due forfeiture

A statement in writing by a Director or Secretary declaring that a share in the Company has been duly

forfeited on a date specified in the statement is sufficient but not conclusive evidence of the facts specified

in the statement as against all persons claiming to be entitled to the share.

6.18. Exemption from lien

The Directors may at any time exempt any share wholly or in part from the provisions of this rule 6.

7. TRANSFER OF SHARES

7 .1. Shares held by Eligible Ministers or by or on behalf of HWC

Shares held by Eligible Ministers or by or on behalf of HWC may not be transferred except:

a. with the prior written approval of the Voting Shareholders of HWC; or

b. by the Premier under rule 7.4.

7.2. Transfer of shares by an Eligible Minister

An Eligible Minister must not sell or otherwise dispose of shares in the Company otherwise than to an

Eligible Minister or to HWC or a subsidiary of HWC.



7.3. Transfer on member ceasing to be an Eligible Minister

A member ceases to be eligible to hold shares in the Company if the member ceases to be an Eligible

Minister, following which the member may exercise no rights as a member except to transfer the

member's shares as directed by the Premier.

7.4. Transfer of shares by Premier

Notwithstanding any other provision in this Constitution, the Premier is empowered to execute (on

behalf of the transferor and transferee} an instrument of transfer of any shares that were issued or

transferred to an Eligible Minister, whether or not the person to whom they were issued or previously

transferred consents and whether or not the person still holds office as an Eligible Minister, and the

Directors as soon as practicable upon receiving such executed instrument of transfer authorise the

Secretary to have the name of the transferee entered in the Register as a member and must do all such

other acts, matters or things to enable a new share certificate to be issued in accordance with this

Constitution, the Act and the SOC Act.

7.5. Instrument of transfer compulsory

No transfer may be registered unless a proper instrument of transfer has been delivered to the Company.

Except as provided by the Act or by this Constitution, the instrument of transfer of any shares must be

signed by the transferor and, if required by the Company, by the transferee.

7.6. Directors may refuse to register transfer

Subject to rule 7.4, the Directors may decline to register any transfer of shares without being bound to give

any reason for such refusal.

7.7. No transfer if maximum number of members exceeded

No transfer of shares will be registered if upon its registration the number of members of the Company

would exceed the maximum prescribed by,rule 2.

7.8. Transferor as holder until transfer registered

The transferor will be deemed to remain the holder of a share until the name of the transferee is entered

in the Register in respect of the share.

7.9. Form of share transfers

Subject to this Constitution and the Act, share transfers may be in any usual form or in any other form

approved by the Directors.

7.10. Execution of instrument

If an instrument of transfer is to be used to transfer a share in accordance with rule 7.9, it must be:

a. a proper instrument of transfer wit 'lin the meaning of the Act;

CONSTITUTION OF HUNTER WATER AUSTRALIA PlY LIMITED ABN: 19 080 896 905


b. executed by or on behalf of both the transferor and the transferee, unless it is a sufficient transfer

of marketable securities within the meaning of the Act; and

c. left for registration at the share registry of the Company, accompanied by the information the

Directors properly require to show the right of the transferor to make the transfer,

and in that event the Company must, subject to the powers vested in the Directors by this Constitution,

register the transferee as the holder of the shares.

7.11. Delivery oftransfers and share certificates to Company's office

Every instrument of transfer will be left at the Office or in the place where a share register is kept,

accompanied by the certificate in respect of the shares to be transferred and such other evidence as the

Directors may require to prove the title of the transferor or his or her right to transfer the shares.

7.12. Retention of transfers by Company

All instruments of transfer which are registered will be retained by the Company, but any instrument of

transfer which the Directors decline or refuse to register except in the case of fraud must on demand be

returned to the transferee.

7.13. Closure of transfer books and register

The transfer books and register of members and debenture holders may be closed during such time or

times as the Directors think fit, provided that no such book or register will be closed for more than 30 days

in the aggregate in any calendar year.

8. TRANSMISSION OF SHARES AND TRUSTS

8.1. Title to shares of deceased member and deceased joint holders

a. Subject to rule 7.3, if a member dies, then the only person or persons who may be recognised by

the Company as having title to the deceased member's interest in the shares are:

I. where the deceased member was a sole holder - the legal personal representative of the

deceased member; and

II. where the deceased member was a joint holder- the surviving joint holder or holders.

b. This rule does not in any way release the estate of a deceased joint holder from any liability in

respect of any share which had been jointly held by the deceased member with other persons.

8.2. Title to shares on death, bankruptcy or incapacity of member

Subject to rule 7.3, the Act and to the Bankruptcy Act 1966 (Cth) any person becoming entitled to shares in

consequence of:

a. the death or bankruptcy of any member; or

b. any member through mental or physical infirmity becoming incapable of managing his or her

affairs,

CONSTITUTION OF HUNTER WATER AUSTRAUA PTY LIMITED ABN: 19 080 896 905


upon producing such evidence as the Directors require, may by notice in writing signed by him and

delivered or sent to the Company, elect to be registered as a member in respect of such shares or may

transfer such shares, and all the limitations restrictions and provisions of this Constitution relating to the

right to transfer and the registration of transfers of shares are applicable to any such notice or transfer as if

the death, bankruptcy, mental infirmity or physical infirmity of the member had not occurred and the

notice or transfer were on transfer signed by that member.

8.3. Dividends payable to person entitled to shares on death, bankruptcy or incapacity of member

A person becoming entitled to a share in the circumstances referred to in rule 8.2 is entitled to the same

dividends and other advantages to which they would be entitled if the person was the registered holder of

the share, except that they are not, before being registered as a holder of the share, entitled in respect of it

to exercise any right conferred by membership in relation to general meetings.

8.4. No recognition of trusts

Except as required by law or by this Constitution, the Company is not (even when having actual notice):

a. required to recognise a person as holding a share on any trust; or

b. bound by or compelled in any way to recognise (whether or not it has notice of the interest or

rights concerned) any equitable, future or partial interest in any share or unit of a share or any

other right in respect of a share except an absolute right of ownership in the member.

9. ALTERATION OF CAPITAL

The Company may give effect to any transaction which affects its share capital (including reductions in

share capital and share buy-backs) in any way permitted by the Act.

10. VARIATION OF SHAREHOLDERS' RIGHTS

10.1. Consent or special resolution of members in class

If at any time the share capital is divided into different classes of shares, the rights attached to any class

may be varied or abrogated (unless otherwise provided by this Constitution or by the terms of issue of the

shares of that class):

a. with the consent in writing of the holders of 75% of the issued shares included in that class; or

b. with the sanction of a special resolution passed at a meeting of the holders of those shares.

10.2. Rules applying to meetings of class members

A meeting of a class of members must be called and held in the same way, as far as possible, in which a

meeting of members may be called and held, but so that the necessary quorum is 2 persons each being a

member holding at least 25% of the issued shares of the class or a proxy or Representative of such a

member. Any holder of shares of the class present in person or by proxy or by a Representative may

demand a poll.



10.3. No variation of rights by further issue

Subject to the Act, the rights conferred cin the holders of the shares of any class issued with preferred or

other rights are not to be considered, unless otherwise expressly provided by the terms of issue of the

shares of that class, to be varied by the creation or issue of further shares ranking equally with the first

mentioned shares.

11. BORROWING POWERS

11.1. Directors may exercise Company's power to borrow

Subject to this Constitution and any limitation in the Statement of Corporate Intent, the Directors may

from time to time at their discretion exercise all the powers of the Company to borrow or raise or secure

the payment of money and to guarantee or to become liable for the payment of money or for the

performance of any obligations by any Corporation or person.

11.2. Directors may exercise power to give security

The Directors may exercise the powers conferred by rule 11.1 in such manner and upon such terms and

conditions in all respects as they think fit, and in particular by the issue of perpetual or redeemable

debentures or any charge, bill of sale or other security on the whole or any part of the property of the

Company both present and future, including its uncalled capital for the time being.

11.3. Debentures may be issued at discount or premium

Any debentures may be issued at a discount, premium or otherwise and with any special privileges as to

redemption, surrender, drawings, allotment of shares, attending at general meetings of the Company, and

otherwise.

11.4. Assignability of debentures

Debentures or other securities may be made assignable free from any equities between the Company and

the person to whom the same may be issued.

11.5. Commission on issue of debentures

The Company may at any time pay a commission to any person for subscribing or agreeing to subscribe or

procuring or agreeing to procure subscriptions for any debentures of the Company.

11.6. Security from Company to indemnifY Directors

If the Directors or any of them or any other person become, or are about to become, personally liable for

the payment of any sum due from the Company, the Directors may execute or cause to be executed any

mortgage, charge, bill of sale or security over or affecting the whole or any part of the assets of the

Company by way of indemnity to secure the Directors or persons so becoming liable from any loss in

respect of such liability.



12. GENERAL MEETINGS

12.1. Convening of general meel~ng

Any Director may convene a general meeting whenever they think fit, and the Directors will convene a

general meeting on a requisition of members as provided by the Act.

12.2. Annual general meeting

Annual general meetings must be held in compliance with the Act.

12.3. Notice period

Subject to the provisions of the Act relating to agreements for shorter notice, where it is proposed to pass

a special resolution not Jess than 21 days notice and in other cases not less than 14 days notice of a

general meeting must be given to the members.

12.4. Contents of notice

A notice of a general meeting must specify the place, day and hour of meeting, and in the case of special

business, the general nature of that busin~ss, and in the case of an election of Directors, the names of the

candidates for election.

12.5. Failure to give notice

Subject to the Act, the accidental omissio'n to give notice of any general meeting to or the non-receipt of

any such notice by any of the members does not invalidate any resolution passed at any such meeting.

12.6. Technology

The Company may hold a general meeting simultaneously at two or more venues using any technology that

gives the members as a whole a reasonable opportunity to participate in the meeting.

12.7. Notice of adjourned meeting in certain circumstances only

Whenever a general meeting is adjourned for 21 days or more, at least 3 days notice of the place and hour

of such adjourned meeting must be given.

13. PROCEEDINGS AT GENERAL MEETINGS

13.1. Business of annual general meeting

The business of an annual general meeting will be to:

a. receive and consider the profit and loss account, the balance sheet, and such other accounts

reports and statements as are required to be laid before the meeting;

b. to elect Directors in the place of those retiring;

c. to determine the remuneration of the Directors;



d. to declare dividends; and

e. to transact any other business which under this Constitution or by the provisions of the Act ought

to be or may be transacted at an annual general meeting.

13.2. Special business

All other business transacted at an annual general meeting and all business transacted at any other

general meeting will be deemed special.

13.3. Quorum for general meeting

A quorum for a general meeting is 2 persons, each being a member or a proxy of a member or a

Representative of a member, except where the Company has a single member in which case the quorum is

constituted by that member or a proxy or a Representative of that member. No business may be transacted

at any general meeting unless the requisite quorum is present at the commencement of the meeting.

13.4. Chair of general meeting

The chair of Directors, or in the chair's absence the deputy chair, ,will preside as chair at every

general meeting of the Company, or if there is no such chair or deputy chair, or neither the chair nor the

deputy chair are present within 30 minutes after the time appointed for holding the meeting or are willing

to act, then the Director or Directors present may choose a Director (other than the chair or the deputy

chair) as chair. If no Director is present or if all Directors present decline to take the chair, the members

present must choose one of their number m be chair.

13.5. If quorum absent

If at the expiration of 30 minutes from the time appointed for a general meeting a quorum is not

present:

a. where the meeting was convened on the requisition of the members the meeting will be

dissolved; or

b. in any other case it will stand adjourned to such other day, time and place as the Directors may by

notice to the shareholders appoint, but failing such appointment, then to the same day in the next

week at the same time and place as the meeting adjourned.

13.6. Dissolution of adjourned general meeting if quorum absent

If at any adjourned general meeting a quorum is not present at the expiration of 30 minutes from the time

appointed for that adjourned general meeting, then the meeting will be dissolved.

13. 7. Chair has casting vote

In the case of an equality of votes at any general meeting, the chair of the meeting has, both on a show of

hands and on a poll, a casting vote in addition to the vote or votes to which the chair may be entitled as a

member.



13.8. Voting: show of hands or poll

At any general meeting a resolution put to the vote of the meeting will be decided on a show of hands

unless (before or on the declaration of the result of the show of hands) a poll is demanded:

a. by the chair;

b. by at least 3 members, present in person or by proxy or by a Representative, having the right to

vote at the meeting;

c. by any member or members, present in person or by proxy or by a Representative, who are

together entitled to not less than 10% of the total voting rights of all the members having the right

to vote at the meeting; or

d. by a member or members, present in person or by proxy or by a Representative, holding shares in

the Company conferring a right to vote at the meeting being shares on which an aggregate sum

has been paid up equal to not less than 10% of the total sum paid up on all the shares

conferring that right.

However, notwithstanding anything inconsistent in this Constitution, if the Company has only one member,

the member may pass a resolution in the manner set out in section 249B of the Act.

13.9. Questions decided by majority

Subject to the requirements of the Act, an ordinary resolution is taken to be carried if a simple majority of

the votes cast on the resolution are in favour of it.

13.10. Declaration by chair that resolution carried

A declaration by the chair that a resolution has on a show of hands been carried or carried by a particular

majority or lost or not carried by a particul3r majority and an entry to that effect in the book of proceedings

of the Company is conclusive evidence of the fact without proof of the number or proportion of the votes

recorded in favour of or against such resolution.

13.11. Conduct of poll

a. Subject to rule b, if a poll has been demanded under this rule 13, it will be taken in such manner

and either at once or after an interval or adjournment or otherwise as the chair of the general

meeting directs. The result of the poll is the resolution of the general meeting at which the poll was

demanded.

b. A poll demanded on the election of a chair of a general meeting or on the question of the

adjournment of a general meeting must be taken immediately.

c. The demand for a poll may be withdrawn.

13.12. Continuation of meeting notwithstanding poll

The demand for a poll does not prevent the continuance of the meeting or the transaction of any business

other than the question on which a poll has been demanded.

CONSTITUTION OF HUNTER WATER AUSTRAliA PTY LIMITED ABN: 19 080 896 905


13.13. Adjournment of general meeting

The chair of a general meeting may, with the consent of the meeting and if so directed by the

meeting, adjourn the same from time to time and from place to place but no business may be transacted at

any adjourned meeting other than the business left unfinished at the meeting from which the adjournment

took place.

14. VOTES OF MEMBERS

14.1. Number of votes

Subject to rule 14.3, the Act and any special rights or restrictions for the time being attaching to any class

of shares in the capital of the Company:

a. on a show of hands at a general meeting every person present who is either a member, or a proxy

or Representative of a member, has one vote; and

b. on a poll at a general meeting every member (not being a Corporation) present in person or by

proxy, and every member (being a Corporation) present by a Representative or by proxy, has one

vote for each fully paid share held by the member and a fraction of one vote equivalent to the

amount paid up on that share (excluding any amounts paid up in advance) for each partly paid

share the member holds.

14.2. Votes of incapacitated member

If a member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way

under the law relating to mental health, his or her committee or trustee or such other person as properly

has the management of the member's estate may exercise any rights of the member in relation to a

general meeting as if the committee, trustee or other person were the member.

14.3. Novoteifcallunpaid

A holder of shares is not entitled to be present or to vote on any question either personally, by proxy or by

a Representative at any general meeting or upon a poll or be counted in a quorum in respect of any share

or shares upon which any calls due to the Company have not been paid.

14.4. Chair to determine disputes re votes

In the case of any dispute as to the admission or rejection of a vote, the chair of the meeting may

determine the dispute and such determination made in good faith is conclusive.

14.5. Objections to qualification to vote

No objection may be raised to the qualification of any voter except at the meeting or adjourned meeting at

which the vote objected to is given or tendered, and every vote not disallowed at such meeting is valid

for all purposes. Any such objection made in due time must be referred to the chair of the meeting whose

decision made in good faith is final and conclusive.



14.6. Vote of joint holders

If a share is held jointly only one memb~r may vote in respect of the share. If more than one member

attempts to vote, only the vote of the member whose name first appears in the register of members

counts.

15. PROXIES AND REPRESENTATIVES

15.1. Right to appoint proxy

A member who is entitled to attend and vote at a general meeting of the Company, or at a meeting of any

class of members of the Company, is entitled to appoint no more than 2 other persons (whether members

or not) as his or her proxy or proxies to attend and vote instead of the member at the meeting. A proxy has

the same right to speak at a meeting as his or her appointor. Where a member appoints 2 proxies, the

appointment is of no effect unless each proxy is appointed to represent a specified proportion of the

member's voting rights.

15.2. Appoinbnent of proxy to be in writing

An instrument appointing a proxy:

a. must be in writing under the hand of the appointor or of the appointor's attorney duly authorised

in writing or, if the appointor is a corporation, either under its Seal or the hand of its attorney duly

authorised; and

b. may contain directions as to the manner in which the proxy must vote in respect of any particular

resolution or resolutions.

15.3. Proxy form to be at registered office before meeting

An instrument appointing a proxy and the power of attorney (if any) under which it is signed must be

deposited at the Office not less than 48 hours before the time scheduled for commencement of the

meeting at which the person named in such instrument proposes to vote.

15.4. Vote by proxy valid notwithstanding intervening death etc. of member

A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous

death or unsoundness of mind of the principal, revocation of the proxy or transfer of the share in respect

of which the vote is given, provided no notice in writing of the death, unsoundness of mind, revocation

or transfer has been received at the Office ·~r by the chair of the general meeting before the vote is given.

15.5. Member may indicate whether proxy is to vote for or against resolution

Any form of proxy forwarded to members in respect of a proposed general meeting of members may make

provision for the member to indicate whether the proxy should vote for or against any resolution

(but the member need not give that indication), and where specified the proxy must vote on the resolution

in accordance with the member's direction.



15.6. Form of proxy

Subject to the Act, every instrument of proxy whether for a specified meeting or otherwise must otherwise

be in such form as the Directors may from time to time prescribe or accept.

15.7. Failure to name appointee

Any instrument of proxy in which the name of the appointee is not filled will be deemed to be given in

favour of the chair of the meeting to which it relates or a Director as the Directors may determine.

15.8. Appointment of Representative by Corporation

Any Corporation which is a member of the Company may by a resolution of its Directors or other governing

body authorise such person as it thinks fit to act as its representative at all or any meetings, whether of the

Company or of any class of members of the Company. The person so authorised is, in accordance with his

or her authority and until it is revoked by the relevant Corporation, entitled to exercise the same powers

on behalf of the Corporation as the Corporation could exercise if it were a natural person who was a

member ofthe Company.

15.9. Proof of appointment or revocation of appointment of representative

A certificate under the Seal of the Corporation, or such other document as the chair of the meeting in his or

her sole discretion considers sufficient, is prima facie evidence of the appointment or revocation of the

appointment (as the case may be) of a Representative under this rule 15, and notwithstanding anything in

this Constitution, the certificate or such other document evidencing the appointment of a Representative

must be deposited at the Office not less than 48 hours before the time scheduled for the commencement

of the meeting at which the Representative proposes to exercise any powers pursuant to it.

16. DIRECTORS

16.1. Number of Directors; appointment of first Directors

The number of Directors must be at least 2 or such other number (not being less than 2 or more than 5

without the prior approval of a general meeting) as the Directors may from time to time determine. A

vacancy created by any such determination will be a casual vacancy for the purposes of rule 16.3. The first

Directors will be appointed by initial share holders of the Company or a majority of them.

16.2. Director need not be a member

A Director need not be a member of the Company, but is entitled to receive all notices to be served or

given under rule 12.3 and attend and speak at all meetings the subject of such notices and at every meeting

of the holders of every class of shares.



16.3. Company in general meeting may fill casual vacancies and may appoint additional Directors

Subject to the Act, the Company in general meeting may at any time, and from time to time, appoint any

person as a Director either to fill a casual vacancy or as an additional Director provided that the total

number of Directors must not at any time exceed the maximum number fixed by this Constitution.

16.4. Resignation of Directors

A Director may resign from his or her office upon giving notice in writing to the Company of his or her

intention so to do.

16.5. Remuneration of Directors

a. Subject to the Act, the Directors (other than a Managing Director) will be paid out of the funds of

the Company by way of remuneration for their services, such fixed sum not being a commission on

or percentage of profits or of operating revenue, as from time to time determined by a general

meeting but until so determined, such remuneration shall be such sum as the Directors shall from

time to time determine, and shall be paid to or applied for the benefit of those Directors in such

proportions and in such manner as the Directors may determine, and in default of such

determination shall be paid to them equally.

b. The remuneration ofthe Directors will not be increased except at a general meeting convened by a

notice specifying the intention to propose an increase, the amount of the increase and the

maximum sum that may be paid.

c. The Directors are also entitled to be paid their reasonable travelling, accommodation and other

expenses incurred in consequence of their attendance at meetings of Directors, and otherwise in

the execution of their duties as Directors.

16.6. Remuneration of Directors for extra services

Subject to the Act, the Company may remunerate any Director who is required to perform extra services or

make any special exertions (whether travelling or living abroad or otherwise) on behalf of the Company by

way of a fixed sum determined by the Directors, but such additional remuneration must not be by way of

commission on or percentage of turnover or profits. Any remuneration paid to a Director under this rule

may be either in addition to or in substitution for that Director's part of the remuneration referred to in

rule 16.5.

16.7. Limited ability of Directors to act during vacancies

The continuing Directors may act notwithstanding any vacancy in their body. If their number is reduced

below the minimum number required by this Constitution, the continuing Directors may, except in

emergencies, act only for the purpose of filling vacancies to the extent necessary to bring up their number

to that minimum or to convene a general meeting of the Company for that purpose.

16.8. Vacation of office of Director: automatic

The office of a Director becomes vacated if the Director:



a. dies;

b. becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way

under the law relating to mental health;

c. is absent without the consent of the Directors from meetings of the Directors held during a period

of 3 months;

d. resigns his or her office in accordance with rule 16.4;

e. retires from office under the provisions of rule 18.1;

f. is removed under the provisions of rule 18.6;

g. ceases to be a Director by virtue of rule 18.2; or

h. otherwise ceases to be a Director by virtue of the Act.

16.9. Suspension of Director guilty of prejudicial behaviour

If the conduct or position of any Director is determined by a majority of the Directors to be prejudicial, or

potentially prejudicial, to the interests of the Company, a majority of Directors at a meeting of the

Directors specially convened for that purpose may suspend the Director, and within 14 days the Directors

must call a general meeting at which the members may either:

a. confirm the Director's suspension and remove the Director from office; or

b. annul the suspension and reinstate the Director in his or her office.

17. DIRECTORS' CONTRACTS WITH COMPANY

17 .1. Director may hold other office of profit

A Director may hold any other office or place of profit under the Company (except that of auditor) in

conjunction with the office of Director.: on such terms as to remuneration and otherwise as the

Directors may arrange. The remuneration of a Director must not be by way of commission on or percentage I

either of profits or of operating revenue.

17.2. Director may vote when interested

Provided they first comply with rule 23.6 a Director may vote in respect of any contract or arrangement in

which they are interested.

17.3. Director may affix Seal notwithstanding interest

A Director may be appointed as the Director in whose presence the Seal of the Company is affixed to any

instrument notwithstanding that they are interested in the contract or arrangement to which the

instrument relates.

17 .4. Record of disclosures by Directors

The Secretary must record in the minutes any disclosure given by a Director in relation to this rule 17.

CONSTITUTION OF HUNTER WATER AUSTRALIA PlY LIMITED ABN: 19 080 896 90S


18. RETIREMENT OF DIRECTORS

18.1. Retirement of Directors at annual general meeting in certain circumstances

At every annual general meeting, at which by ordinary resolution it is determined that it should happen,

all of the Directors must retire from office and will be eligible for re-election.

18.2. Managing Director ceases to be Director when no longer employed

A Managing Director ceases to be a Director when they are no longer employed by the Company. A

person ceasing to be a Director by virtue of the provisions of this rule 18 is eligible for appointment or

election as a Director under any other rule of this Constitution.

18.3. Retiring Director stays for meetings

A retiring Director will retain office until the dissolution or adjournment of the general meeting at which

they retire.

18.4. Election of Directors by general meeting

The Company at any annual general meeting at which the Directors retire pursuant to rule 18.1 may fill

up all or any of the vacated offices by electing a like number of persons to be Directors.

18.5. Director may continue if place not filled

If at any annual general meeting at which an election of Directors is intended to take place under rule 18.4

the place of any Director retiring is not filled up, then subject to the Director's consent, the Director will

continue in office until the next annual general meeting and so on from year to year until his or her

place is filled up, unless:

a. it is determined at such meeting to reduce the number of Directors in office; or

b. a resolution for the re-election of such Director has been put to the meeting and lost.

18.6. Removal of Directors by general meeting

Subject to the Act, a general meeting may by ordinary resolution remove any Director before the expiration

of his or her period of office and appoint another qualified person in his or her place.

19. MANAGING DIRECTOR

19.1. Appointment and removal of Managing Director

The Directors may from time to time appoint one or more of their body to be Managing Director or

Managing Directors of the Company, for such a period and on such terms as they think fit and, subject to

the provisions of any contract entered into in a particular case, may revoke any such appointment.



19.2. Retirement of Managing Director

A Managing Director:

a. is not subject to retirement under rule 18.1;

b. subject to the provisions of any contract with the Company to the contrary, is subject to the same

provisions as to resignation and removal as the other Directors of the Company; and

c. immediately ceases to be a Managing Director if they cease to be a Director for any reason.

19.3. Remuneration of Managing Director

The remuneration of a Managing Director and also of any other full time executive Director is to be (subject

to the terms of any agreement entered into in a particular case) such remuneration (whether by way of

salary, commission or participation in profits, or partly in one way and partly in another) as the Directors

determine, excluding any commission on or percentage of the Company's operating revenue.

19.4. Powers of Managing Director

a. The Directors may:

I. from time to time confer on a Managing Director such powers exercisable under this

Constitution by the Directors, to be exercised for the objects and purposes and upon such

terms and conditions, as the Directors see fit;

II. confer powers on a Managing Director pursuant to rule I either collaterally with, or to the

exclusion of and in substitution for, the powers of the Directors; and

Ill. from time to time revoke, withdraw, alter or vary any or all powers conferred on a

Managing Director.

b. Notwithstanding anything contained in this Constitution, every Managing Director is at all times

and in all respects subject to the control of the Directors.

20. PROCEEDINGS OF DIRECTORS

20.1. Meetings of Directors and quorum

a. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate

their meetings as they think fit, a11d may from time to time determine the quorum necessary for

the transaction of business.

b. Until otherwise determined and subject to rule 21.4, a quorum for a meeting of Directors is 2

Directors whether in person or by proxy.

c. If a quorum is not present within 15 minutes from the time appointed for a meeting of the

Directors:

I. the meeting stands adjourned to such day, and at such time and place, as the Directors

determine or, if no determination is made by the Directors, to the next Business Day at the

same time and place; and



II. if, at the adjourned meeting a quorum is not present within 15 minutes from the time

appointed for the meeting, the meeting is dissolved.

Ill. No business may be transacted at any meeting of Directors unless a quorum is present.

d. A Director may at any time, and the Secretary must on the request of a Director, convene a

meeting of the Directors.

e. Without limiting the discretion of the Directors to regulate their meetings under rule 20.1(a),

Directors' meetings may be held by the Directors communicating with each other by any

technological means by which they are able simultaneously to hear each other and to participate in

discussion. The Directors need not all be physically present in the same place. A Director who

participates in a meeting held in accordance with this rule is treated as being present and entitled

to vote at the meeting. The minutes must record that a meeting was held in accordance with this

rule.

20.2. Notice of meetings of Directors

Notice of every Directors' meeting must be given to each Director and Alternate Director who is within

Australia, but it is not necessary to give such notice to a Director or Alternate Director who is outside

Australia.

20.3. Votes at meetings of Directors

Questions arising at any meeting of the Directors will be decided by a majority of votes and, subject to this

Constitution, each Director will have one vote. Alternate Directors are entitled (in addition to their own

vote if they are a Director) to one vote on behalf of each Director they represent as an Alternate Director at

the meeting and who is not personally present.

20.4. No casting vote for chair of Directors

In case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20.5. Chair and deputy chair of directors

a. The Directors may elect a chair of Directors. The Directors may also elect a deputy chair who, in

the absence of the chair at a meeting of the Directors, exercises all the powers and authorities of

the chair.

b. If no chair or deputy chair is elected, or if at any meeting the chair or deputy chair is not

present within 30 minutes of the time appointed for holding the meeting, the Directors

present will choose one of their number to be chair of such meeting.

c. The chair and the deputy chair will hold office until otherwise determined by the Directors, or until

they cease to be Directors, provided that when a Director who is the chair or deputy chair retires at

an annual general meeting (either pursuant to rule 18.1 or otherwise), and is reappointed or re

elected as a Director at such meeting, they will not automatically cease to be the chair or deputy

chair (as the case may be).



20.6. Quorum empowered to exercise powers of Directors

A meeting of the Directors at which a quorum is present is competent to exercise all or any of the

authorities, powers and discretions by or under this Constitution for the time being vested in or exercisable

by the Directors.

20.7. Delegation ofpowers to Committee

The Directors may delegate any of their powers, other than powers required by law to be dealt with by

Directors as a board, to a Committee or Committees appointed and consisting of such of their number and

other persons as the Directors think fit. A delegation of a power, or a specified class of powers, may be

made or revoked by the Directors either generally or as otherwise provided by the terms of delegation.

20.8. Powers of Committee

If any power is delegated to a Committee appointed under rule 20.7:

a. the Committee must exercise the powers delegated in accordance with any directions of the

Directors;

b. exercise by the Committee ofthe power is taken to be exercise by the Directors;

c. the delegation does not prevent the exercise of the power by the Directors; and

d. where the exercise depends on the opinion, belief or state of mind of the Directors, the power may

be exercised by the Committee upon the opinion, belief or state of mind of the Committee.

20.9. Meetings of Committee

The provisions of this Constitution relating to meetings of Directors apply so far as they are capable of

application and altered as necessary to every meeting held by a Committee appointed under rule 20.7.

20.10. Defects in appointment or qualification of Director

All acts done at any meeting of the Directors, a Committee or by any person acting as a Director are,

despite it being later discovered that there was some defect in the appointment of a Director, Committee

or person acting as a Director or that any Director was disqualified or not entitled to vote, valid as if every

such person or Committee had been duly appointed and every Director was qualified and entitled to vote.

20.11. Written resolution approved by all Directors same as majority vote at meeting

a. A resolution in writing approved by all Directors entitled to receive notice of a meeting of Directors

is as valid and effectual as if it had been passed at a meeting of Directors duly convened and held.

Such approval may be in writing, or may be by telex or by facsimile to the Office, or may be oral,

and may be communicated by telephone, email or other electronic means to the chair of Directors.

b. A statement in writing by the chair that an approval has been received in accordance with rule a is

prima facie evidence of that fact.



c. An approval given by an Alternate Director need not also be given by the Alternate Director's

appointor and, if given by a Director who has appointed an Alternate Director, need not be given by

the Alternate Director in that capacity.

20.12. Further provisions regarding written resolutions

Without limiting the generality of rule 20.11:

a. if all Directors sign a document containing a statement that they are in favour of a resolution set

out in the document, a resolution in those terms is deemed to have been passed at a meeting of

the Directors held on the day on which the document was signed or, if the Directors signed the

document on different days, on the day on which the document was last signed by a Director;

b. for the purposes of rule a, 2 or more separate documents containing statements in identical

terms, each of which is signed by one or more Directors, together will constitute one document

containing a statement in those terms signed by those Directors; and

c. a reference in rule a to all the Directors does not include a reference to a Director who, at a

meeting of Directors, would not be entitled to vote on the resolution.

21. ALTERNATE DIRECTORS

21.1. Appointment and removal of Alternate Directors

Each Director has the power from time to time to appoint any person (not being an auditor, partner,

employer or employee of an auditor of the Company). approved for that purpose by the Board, to be an

Alternate Director in his or her place during such period as the Director sees fit, and has the discretion to

remove such Alternate Director at any time despite the period of appointment not having expired.

21.2. Alternate Director need not be member of Company

An Alternate Director need not be a member of the Company.

21.3. Notice of appointment or removal of Alternate Directors

Any appointment or removal of an Alternate Director may be done by telegram, telex, cable, facsimile,

email or other notice in writing to the Company.

21.4. Rights and powers of Alternate Directors

An Alternate Director:

a. may act in the place of the appointing Director and is entitled to attend and vote at any meeting of

the Directors, except while the appointing Director is present;

b. may exercise any powers that the appointing Director may exercise except the power to appoint an

Alternate Director and, subject to the Act, may perform all the duties of the appointing Director

except to the extent that the appointing Director has exercised or performed them;

c. is solely responsible for his or her own acts and defaults; and



d. is not be entitled to be remunerated otherwise than out of the remuneration of his or her

appointing Director.

21.5. Remuneration of Alternate Directors

In respect of remuneration, the rights of the Alternate Director are against the appointing Director only

and not against the Company.

21.6. Alternate Director is officer of Company

An Alternate Director is an officer of the Company and will not be deemed to be the agent of the

appointing Director.

21.7. Voting rights of Alternate Directors

If an Alternate Director is already a Director of the Company, they are entitled to vote at meetings of

Directors on behalf of the appointing Director as well as on his or her own behalf, but for the purpose of

determining whether a quorum is present the Alternate Director will be counted only once.

21.8. Alternate goes when Director goes

If any Director, who has for the time being an Alternate Director, ceases to be a Director, the Alternate

Director automatically ceases to be an Alternate Director, provided however that when a Director retires at

an annual general meeting pursuant to this Constitution and is re-appointed as a Director at such meeting,

the Director's Alternate Director (if any) does not cease to be an Alternate Director unless the instrument

appointing the Alternate Director otherwise provides.

21.9. Form on appointment of Alternate Director

Any instrument appointing an Alternate Director will comply in all relevant respects with the following

wording:

"Hunter Water Australia Pty. Limited

I, the undersigned being a Director of the above named Company in pursuance of the

power in that behalf contained in the Constitution of the Company DO HEREBY NOMINATE

AND APPOINT

[ insert name of alternate 1

of _____ to act as Alternate Director in my place and to exercise and discharge all

my duties as a Director.

Signed this __ day of ____ .20_.",

or in such other form as the Directors may in particular cases accept.



22. MINUTES

22.1. Minutes of meetings

The Directors must cause minutes containing the following information to be entered into the Company's

minute books within one month after the event whose proceedings are recorded in the minutes:

a. the names of the Directors present at the relevant meeting of Directors;

b. all resolutions and proceedings of each general meeting;

c. all resolutions and proceedings of meetings of Directors and of any Committee; and

d. all resolutions passed by the Company or the Directors without a meeting.

22.2. Evidence of meetings

Any minutes made under rule 22.1 which purport to be signed by the chair of the meeting to which they

relate or by the chair of the next succeeding meeting are sufficient but not conclusive evidence of the

matters stated in them.

22.3. Inspection of records

Subject to the Act and the SOC Act, the Directors may determine whether and to what extent, and at what

time and place and under what conditions, the accounting records and other documents of the Company or

any of them will be open to the inspection of members other than Directors, and a member other than a

Director does not have the right to inspect any document of the Company except as provided by law or

authorised by the Directors or by the Company in general meeting.

22.4. Execution of cheques and negotiable instruments

All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all

receipts for money paid to the Company, must be signed, drawn, accepted, endorsed or otherwise

executed (as the case may be) in such manner as the Directors determine.

22.5. Execution of documents

The Company may execute a document:

a. without using a Seal if the document is signed by:

I. two Directors ofthe Company;

II. a Director and a Secretary of the Company; or

Ill. an agent duly appointed and acting on the express authority of the Directors; or

b. with the Seal if the Seal is fixed to the document and the fixing of the Seal is witnessed by:

I. two Directors of the Company;

II. a Director and a Secretary of the Company; or

Ill. an agent duly appointed and acting on the express authority of the Directors.



23. POWERS AND DUTIES Of DIRECTORS

23.1. Directors have powers of the Company

Subject to the Act and to this Constitution, the management of the business of the Company is vested in

the Directors and the Directors may exercise all such powers and do all such acts and things as the

Company is authorised or permitted to exercise and do and as are not hereby or by statute directed or

required to be exercised or done by the Company in general meeting.

23.2. Directors may exercise Company's power to borrow

Without limiting the generality of rule 23.1, the Directors may (subject to any limitation in the Statement of

Corporate Intent) exercise all the powers of the Company to borrow money, to charge any property or

business of the Company or all or any of its uncalled capital and to issue debentures or give any other

security for a debt, liability or obligation of the Company or of any other person, and may exercise all the

powers of the Company in relation to any official seal for use outside the State and in relation to branch

registers.

23.3. Directors may appoint attorney or agent

The Directors may, by resolution, power of attorney under Seal or other written instrument, appoint any

person or persons including any as described in rule 25.3 to be attorney or agent of the Company for such

purposes, with such powers, authorities and discretions vested in or exercisable by the Directors for such

period and subject to such conditions as the Directors think fit. Any such appointment may also

authorise the attorney or agent to delegate all or any of the powers, authorities and discretions vested in

them.

23.4. Directors accountable to Voting Shareholders

The Directors are accountable to the Voting Shareholders in the manner set out in Part 4 of the SOC Act

and this Constitution.

23.5. Extent of duties

A Director is not, by reason of him or her being a Director nor as a result of any fiduciary responsibilities

which arise from him or her holding that office, disqualified from:

a. holding any office or place of profit or employment (other than that of auditor) in the Company or

in any Related Body Corporate including HWC;

b. holding any office or employment .with, or having any interest in respect of, any other corporation

or partnership, regardless of whether the Company has or may have an interest in or dealings with

that other corporation or partnership;

c. having any interest in, or owing any duty to, a third party regardless of whether such interest or

duty conflicts with or may conflict with the Director's duties to the Company; or

d. entering into any arrangement, contract or dealing with the Company or any Related Body

Corporate in any capacity,

and neither the holding of office of Director nor the fiduciary responsibilities which arise from it in any way:



e. vitiates, voids or makes voidable any arrangement, contract or dealing entered into by or on behalf

of the Company or any Related Body Corporate in which a Director is in any way interested; or

f. renders any:

I. Director;

II. corporation of which a Director is an officer, member or in any way interested; or

Ill. partnership of which a Director is a member or in any way interested,

liable to account for any profit or benefit arising out of the holding of that office or place of profit or that

arrangement, contract or dealing.

23.6. Disclosure ofinterests

A Director need only declare the existence, nature, character and extent of any interest as required by the

Act.

2 3. 7. Interested Directors may vote and be counted in quorum

A Director who is in any way interested in any arrangement, contract or dealing, or has any other interest

contemplated by rule 23.5 (whether existing or proposed), may:

a. be counted in a quorum present ~t a meeting which considers the arrangement, contract, dealing

or matter in which the Director has that other interest; and

b. vote in relation to the arrangement, contract, dealing or matter in which the Director has that

other interest,

but only if the Director has complied with rule 23.6.

23.8. Best interests of HWC

A Director may take into the account the best interests of HWC when:

a. considering or forming an opinion on any:

I. issue;

II. proposed agreement, contract or dealing; or

Ill. other matter,

IV. related to the Company; or

b. casting any vote or otherwise acting in his or her role as a Director.

23.9. Execution of instruments

A Director may sign any document and affix or attest the affixation of the Seal of the Company to any

instrument despite any interest which that Director has in the subject matter of that instrument or any

other office or place of profit held by the Director provided they first comply with rule 23.6.



23.10. Application to Alternate Director

The provisions of this rule 23 extend and <.pply to Alternate Directors.

24. SECRETARY

24.1. Appointment and removal of Secretary

A Secretary or Secretaries will, in accordance with the Act, be appointed by the Directors for such term, at

such remuneration and upon such conditions as they in their absolute discretion may think fit, and any

Secretary so appointed may be removed by the Directors.

24.2. Acting Secretary

The Directors may also at any time appoint a person as an acting Secretary or as a temporary substitute for

a Secretary who will for the purpose of this Constitution be deemed to be a "Secretary".

25. LOCAL MANAGEMENT

25.1. Management in specified localities

The Directors may from time to time provide for the management and transaction of the affairs of the

Company in any specified locality, whether in the State or elsewhere, in such manner as they in

their absolute discretion see fit, and the provisions contained in the remainder of this rule 25 do not

limit or affect the general powers conferred by this paragraph.

25.2. Local boards and management committees

a. The Directors from time to time may establish any local boards, management committees or

agencies for managing any of the affairs of the Company in any specified locality. They may

appoint any persons to be members of such local boards, or any managers or agents, and may fix

their remuneration.

b. The Directors from time to time may delegate to any person appointed under rule a any

power or authority vested in the Directors, other than the power of making calls, and may

authorise the members of any such local board to fill up any vacancies and act notwithstanding

vacancies.

c. Any appointment or delegation made under this rule 25.2 may be made on such terms and subject

to such conditions as the Directors see fit, and the Directors may at any time remove any person

so appointed and may revoke or vary any such delegation.

25.3. Members of local boards and management committees may be attorneys or agents of Directors

An appointment of an attorney or agent made under rule 23.3 may, if the Directors in their absolute

discretion think fit, be made in favour of:

a. the members of any local board, management committee or agency established under this rule 25;



b. any Corporation or the members, directors, nominees or managers of any Corporation; or

c. any fluctuating body of persons whether nominated directly or indirectly by the Directors.

25.4. Power of sub-delegation

Any local board management committee or agency established under this rule 25 may be authorised by the

Directors to sub-delegate all or any of the authorities and discretions for the time being vested in them.

26. THE SEALS

26.1. Custody and use of Seal

a. It is not necessary for the Company to have a common Seal.

b. If the Directors elect to adopt a common Seal, they must provide the Seal and provide for the

safe custody of the Seal, which must only be used by the authority of the Directors or of a

committee of the Directors authorised by the Directors to authorise the use of the common Seal.

c. Every document to which the Seal is affixed must be signed by a Director and countersigned by

the Secretary or by another Director or by some other person appointed by the Directors to

countersign that document or a class of documents in which that document is included.

26.2. Duplicate common Seal

If the Company has a common Seal, it may also have a duplicate Seal.

26.3. Non autographic signature.s

The Directors may determine by resolution (either generally or in respect of a particular case) where the

Seal or duplicate Seal of the Company is to be affixed to any instrument that the signature of any Director

or the Secretary or any other person may be affixed by some mechanical or other non-autographic means.

26.4. No limitation

This rule 26 does not limit the ways that the Company can execute a document.

27. RESERVE FUND AND DIVIDENDS

27.1. Establishments and purpose of reserve funds

Subject always to the Act, the Directors may, before recommending any dividend, set aside out of the

profits of the Company such sums as they think proper as a reserve fund to be applied at the absolute

discretion of the Directors, for any purpose for which the profits of the Company may be properly applied,

including:

a. to meet contingencies;

b. to equalise dividends or for special dividends;

CONSTITUTION OF HUNTER WATER AUSTRAliA PTY ~IMITED ABN: 19 080 896 905


c. for repairing, improving and maintaining any property of the Company; or

d. for such other purposes as the Directors in their absolute discretion think conducive to the

interests of the Company.

27.2. Power to invest reserve funds

The Directors may invest any sums set aside under rule 27.1 as they think fit and from time to time, and

deal with, vary and dispose of such investments for the benefit of the Company. The Directors may divide

the reserve fund into such special funds as they think fit and employ the reserve fund or any part of it in

the business of the Company without being bound to keep the same separate from the other assets.

Pending any such application, the reserves may at the discretion of the Directors be used in the

business of the Company, or be invested in such investments as the Directors think fit.

27.3. Profits may be carried forward without going to reserve

The Directors may carry forward so much of the profits remaining as they consider ought not to be

distributed as dividends without transferring those profits to reserve.

27.4. Profits to be distributed among members in proportion to nominal capital paid up on tbeir shares

a. Subject to the Act, this Constitution and any special rights or restrictions for the time being

attaching to any shares, the profits of the Company will be divisible among the members in

proportion to the amount of the nominal share capital paid up on the shares held by them

respectively at the time as at which dividends are determined.

b. Subject to rule a, any nominal share capital paid up on a share during the period in respect of which

a dividend is declared, unless the terms of issue otherwise provide, only entitles the holder of

such share to an apportioned amount of such dividend as from the date of payment.

c. A declaration by the Directors as to the amount of profits available for dividend is conclusive.

27.5. Declaration of dividends

Subject to the Act, this Constitution and the rights of any persons (if any) entitled to shares with special

rights or dividends, a general meeting, or the Directors without the sanction of a general meeting, may

declare interim or final dividends to be paid to members according to their rights and interests in the

profits at the time of entitlement to dividend, and may fix the times for determining entitlements to the

payment of the dividend. No larger dividend may be declared by a general meeting than is recommended

by the Directors, and the Directors may in their discretion declare and pay, or recommend, such dividends

as in their opinion the position of the Company justifies.

27.6. No interest on dividends

Interest is not payable by the Company in respect of any dividends.



27.7. Preferential dividends

Without limiting the generality of their powers under rule 27.5, the Directors may, without the sanction of

a general meeting, pay any preferential dividends on shares issued upon terms that preferential dividends

are payable whether on fixed dates or otherwise.

27.8. Payment of dividends with assets, shares or debentures

The Directors, or a general meeting on the recommendation of the Directors, may resolve when declaring a

dividend that such dividend will be paid wholly or in part by the distribution of specific assets, including

paid up shares in or debentures of the Company or of any other Corporation. Where a dispute arises in

regard to such a distribution, the Directors may settle the matter as they consider expedient, and may

a. fix the value for distribution of the specific assets or any part of those assets;

b. determine that cash payments will be made to any members on the basis of the value so fixed in

order to adjust the rights of all parties; and

c. vest any such specific assets in trustees.

27.9. Power of one joint holder to give receipt for dividends

Any one of several persons who are registered as the joint holders of any share may give effectual receipts

for all dividends and payments on account of dividends in respect of such shares.

27.10. Method of payment of dividends

A dividend may be paid in cash, by the issue of shares, by the grant of options or by the transfer of assets.

Any dividend, interest or other money payable in cash in respect of shares may be paid by:

a. cheque sent through the post directed to:

I. the address of the member as shown in the register of members or, in the case of joint

holders, to the address shown in the register of members as the address of the joint holder

first named in that register; or

II. such other address as the member or joint holders in writing direct;

b. by electronic funds transfer to an account with a bank or other financial institution nominated by

the member and acceptable to theCompany; or

c. by any other means determined by the Directors.

27.11. Power to retain dividends on which there is a lien

The Directors may retain any dividends on which the Company has a lien and may apply such amounts

towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

27.12. Retention of dividends when member dead etc.

The Directors may retain the dividends payable upon shares in respect of which any person is under rule

8.2 entitled to become a member, or which any person under that rule is entitled to transfer, until such

person becomes a member in respect of such shares or duly transfers the shares.

CONSTITUTION OF HUNTER WATER AUSTRAliA PTY LIMITED ABN: 19 080 896 905


27.13. Effect on dividends of transfer of shares

A transfer of shares does not pass the right to any dividend declared in relation to those shares which has

accrued before the registration of the transfer.

27.14. Unclaimed dividends

All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the

Company until claimed or until dealt with under any law relating to unclaimed moneys.

28. CAPITALISATION OF PROFITS

28.1. Profits and premium may be capitalised

The Directors or, upon the recommendation of the Directors, any general meeting may from time to time

resolve that any moneys, investments or other assets, forming part of the undivided profits of the Company

standing to the credit of the reserve fund or in the hands of the Company and available for dividend, or any

amount representing premiums received on the issue of shares and standing to the credit of the share

premium account, be capitalised and distributed amongst members.

28.2. Proportionate distribution of amounts capitalised

a. Any distribution under rule 28.1 will be made to members in the proportions to which they would

be entitled in a distribution of that sum by way of dividend or, if there is no such proportional

entitlement, as the Directors determine.

b. The ways in which a sum may be applied for the benefit of member under rule a are:

I. in paying up any amounts unpaid on shares held by members;

II. in paying up in full unissued shares or debentures to be issued to Members as fully paid;

Ill. partly as mentioned in rule I and partly as mentioned in rule II; or

IV. any other application permitted by law.

c. Where the conditions of issue of a partly paid share so provide, the member holding that share will

be entitled to participate in any application of a sum under rule b to a greater extent than would

have been the case had those funds been distributed by dividend but not to any greater extent

than permitted by the terms of issue.

28.3. Determination of entitlement to distribution

A resolution made under rule 28.1 may fix the time as at which entitlements to such distribution are

determined.


PAGE 3S EFFECTIVE: 27 JUNE 2013

28.4. Settlement of dispute about distribution

For the purpose of giving effect to any resolution under rule 28.1, the Directors may settle any difficulty

which may arise in regard to the distribution as they deem expedient and in particular may:

a. in cases where shares or debentures become issuable in fractions may issue fractional certificates,

make cash payments or declare that fractions be ignored; and

b. authorise any person to make, on behalf of all the members entitled to any further shares or

debentures upon the capitalisation, an agreement with the Company for the issue to them,

credited as fully paid up, of any such further shares or debentures or for the payment up by the

Company on their behalf of the amounts or any part of the amounts remaining unpaid on their

existing shares by the application of their respective proportions of the sum resolved to be

capitalised, and any agreement made under such authority is effective and binding on all members

concerned.

29. ACCOUNTS

29.1. Company to keep

The Company must keep such accounting and other records in accordance with the Act as required to

correctly record and explain the transactions and financial position of the Company, and in a manner that

will enable the preparation from time to time of true and fair accounts of the Company and the

convenient and proper auditing of the Company.

29.2. Annual accounts to be laid before annual general meeting

At the annual general meeting in every year the Directors will table a profit and loss account and balance

sheet for the last financial year of the Company, together with such other accounts reports and statements

as are required by the Act.

29.3. Copy of accounts to be sent

A copy of every document which is required by rule 29.2 to be tabled at each annual general meeting must

be sent to all persons entitled to receive notices of general meetings with the notice of meeting but

in any event not later than 4 months after the end of the financial year.

30. AUDITORS: APPOINTMENT AND REMOVAL

Auditors of the Company will be appointed and may be removed as provided in the Act and they will

perform such duties and have such rights and powers as may be provided in the Act.



31. NOTICES

31.1. Method of service of notices

A notice may be served by the Company u'pon any member by any of the following methods:

a. by serving it upon the member personally;

b. by leaving it at the member's registered address;

c. by sending it by post in a prepaid letter, envelope or wrapper addressed to the member at

the member's registered address; or

d. by sending it by facsimile transmission to a facsimile number nominated by the member for

the purpose of serving notices upon the member.

31.2. Notification of Australian address or facsimile number by overseas members

Each member whose registered address is not in Australia may from time to time notify in writing to the

Company an address or facsimile number in Australia which will be deemed as being his or her

registered address orfacsimile number within the meaning of rule d.

31.3. Airmail postage or facsimile transmission to overseas members without Australian address

As regards those members who have no registered address in Australia, all notices will be posted by air

mail or sent by facsimile transmission.

31.4. Notices to joint holders

All notices with respect to any shares to which persons are jointly held will be given to the person named

first in the Register, and such notice is sufficient notice to all holders of the shares.

31.5. Notice by advertisement

Any notice by a Court of law or otherwise required or allowed to be given by the Company to the members

by advertisement will, unless otherwise stipulated, be sufficiently advertised if advertised once in 2 daily

newspapers circulating in the State.

31.6. Effecting of notices

A notice is treated as being effectively served:

a. where sent by post, on the day after its date of posting; and

b. where sent by facsimile or electronically on the day it is sent if it is properly addressed and sent.

31.7. Evidence of service

A certificate in writing signed by a Director or Secretary stating that a document was sent to a member by

post or fax or electronic transmission on a particular date is prim facie evidence that the document was

sent on that date.


PAGE 37 EFFEcrJVE: 27 JUNE 2013

31.8. Service when member dead

Any notice or document sent by post to, or left at the registered address of, any member under this

Constitution will, notwithstanding such member being then deceased or whether the Company has notice

of his or her death, be deemed to have been duly served in respect of the member's shares held solely or

jointly with other persons, until some other person is registered in his or her place. Such service is also,

for all purposes of this Constitution, deemed a sufficient service of such notice on the member's heirs,

executors or administrators and all persqns (if any) jointly interested in any such shares.

31.9. Unregistered transferees bound by notices

Every person who, by operation of law, transfer or other means, becomes entitled to a share is bound by

every notice in respect of the share which, prior to the person's name and address being entered on the

Register, was given to all members who previously held the share.

31.10. Signature on notices

The signature to any notice to be given by the Company may be written or printed or a facsimile

signature may be affixed by mechanical or other means.

32. WINDING UP

32.1. Distribution

a. If the Company is wound up anci the assets available for distribution among the members are

insufficient to repay the whole of the paid up capital, the assets will be distributed so that, as

nearly as may be, the losses are borne by the members in proportion to the capital paid up, or

which ought to have been paid up, at the commencement of the winding up, on the shares held by

them respectively.

b. If, in a winding up, the assets available for distribution among the members are more than

sufficient to repay the whole of the capital paid up at the commencement of the winding up, the

excess will be distributed among the Members in proportion to the capital at the commencement

of the winding up paid up, or which ought to have been paid up, on the shares held by them

respectively.

32.2. Liquidator's powers on winding up

If the Company is wound up, the liquidator may with the sanction of a special resolution divide among the

members in kind the whole or any part of the property of the Company and may for that purpose set such

value as the liquidator considers fair on any property to be so divided and may determine how the division

is to be carried out as between the members or different classes of members.

32.3. Special rights prevail

Rules 32.1 and 32.2 do not prejudice t~e rights of holders of shares issued with special terms and

conditions.

CONSTITUTION OF HUNTER WATER AUSTRALIA P1Y LIMITED ABN: 19 080 896 90S


32.4. Vesting of property in trustees for contributories

The liquidator may, with the sanction of a special resolution, vest the whole or any part of such property in

trustees upon such trusts for the benefit of the contributories or any of them as the liquidator thinks fit.

32.5. Encumbered property: member not compelled to accept

No member is obliged to accept any property in respect of which there is any liability under the

provisions of this rule 32.

33. INDEMNITY AND INSURANCE

33.1. Indemnity

To the extent permitted by law and without limiting the powers of the Company, the Company may

indemnify any each person who is, or has been, a Director, Secretary or executive officer of the Company

against:

a. any liability incurred by the person in that capacity (except a liability for legal costs); and

b. all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings,

whether civil or criminal or of an administrative or investigatory nature, in which the person

becomes involved because of that capacity,

except to the extent that:

c. the Company is forbidden by statute to indemnify the person against the liability or legal costs; or

d. an indemnity by the Company of the person against the liability or legal costs would, if given, be

made void by statute.

33.2. Insurance

To the extent permitted by law and without limiting the powers of the Company, the Company may pay or

agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person

who is, or has been, a Director, Secretary or executive officer of the Company or of a Related Body

Corporate of the Company against liability incurred by the person in that capacity, including a liability for

legal costs, unless:

a. the Company is forbidden by statute to pay or agree to pay the premium; or

b. the contract would, if the Company paid the premium, be made void by statute.

33.3. Contract

The Company may enter into an agreement with a person who is, or who has been, a Director, Secretary or

executive officer of the Company with respect to the matters covered by rules 33.1 or 33.2. An agreement

entered into pursuant to this rule 33.3 may include provisions relating to rights of access to the books of

the Company conferred by the Act or otherwise by law.



34. OBLIGATION OF SECRECY

Every Director, Managing Director, manager, Secretary, auditor, trustee, member of a committee, agent,

accountant or other officer of the Company:

a. is bound to observe secrecy with respect to all transactions of the Company with its customers

and the state of the account of any individual and all related matters; and

b. if required by the Directors, must prior to entering upon his or her duties or employment with

the Company or at any time afterwards, sign a confidentiality deed or similar document that

prohibits his or her disclosure of the matters, affairs or concerns which may come to his or her

knowledge as a result of his or her dealings with the Company, whether relating to transactions of

the Company with its customers or the state of the account of any individual or to anything else, to

any person except in the course of the performance of his or her duties, under obligation of law, or

when officially required so to do by the Directors, the Company's auditors or by any general

meeting of members.

35. SUBSIDIARIES

35.1. Formation and acquisition of subsidiaries

The Company may not form, participate in the formation of or acquire subsidiaries without the prior

written approval of the Voting Shareholders of HWC.

35.2. Constitution of subsidiaries

The Company must ensure that the constitution of each of its subsidiaries at all times contain provisions

to the effect of those required by Schedule 7 to the SOC Act.

35.3. Company to ensure that subsidiary complies with constitution

The Company must, to the maximum extent practicable, ensure that each of its subsidiaries complies with

its constitution and with the requirements of the SOC Act.

36. CONTRAVENTION OF SECTIONS 19 OR 20 OF THE SOC ACT

The Company is expressly prohibited from exercising any power of the Company in contravention of any

requirement of or under sections 20X or 20Y of the SOC Act.

CONSTITUTION OF HUNTER WATER AUSTRAUA PTY liMITED ABN: 19 080 896 905

PAGE40 EFFECTIVE: 27 JUNE 2013

1.

1.1.

1.2.

1.3.

1.4.

1.5.

2.

3.

3.1.

3.2.

3.3.

3.4.

3.5.

3.6.

3.7.

3.8.

3.9.

4.

4.1.

4.2.

4.3.

4.4.

4.5.

5.

5.1.

5.2.

5.3.

5.4.

5.5.

5.6.

5.7.

5.8.

5.9.

5.10.

DETAILED TABLE OF CONTENTS DEFINITIONS AND INTERPRETATION ................................................................................................... l

Definitions ........................................................................................................................................ 1

Interpretation: meaning of certain words .......................................................................................... 2

Application of the Act's definitions .................................................................................................... 2

Replaceable rules .............................................................•.•................•............................................. 2

General authorisation ....................................................................................................................... 2

PROPRIETARY COMPANY .................................................................................................................... 2

SHARE$ ............................................................................................................................................... 3

Directors control share issues ............................................................................................................ 3

Fractional shares ................................•...•...•...•••........•.......••.....................•........................................ 3

Surrender of shares .........................................................................................................•....•.•..•..••.•. 3

Preference shares may be issued ....................................................................................................... 3

Differentiation among members as to calls on shares ........................................................................ 3

Brokerage and commission on subscriptions for shares ..................................................................... 3

Registered holder absolute owner ..................................................................................................... 3

Eligible Ministers hold shares on behalf of the State .......................................................................... 4

Obligation of Shareholder to Acquire Further Shares .•....................................................................... 4

SHARE CERTIFICATE$ ........................................................................................................................... 4

Share certificates to be issued under Seal. ......................................................................................... 4

Member's entitlement to share certificates ....................................................................................... 4

Duplicate certificate if original damaged or defaced .......................................................................... 4

Duplicate certificate if original lost or destroyed ................................................................................ 4

Certificate of joint holders ................................................................................................................. 4

CALLS ON SHARE$ ............................................................................................................................... 5

Directors' power to make calls .......•.................................................................................................. 5

Notice of Call .....................................................................................................•.............................. 5

Payment of call: when and where due ............................................................................................... 5

Installments of calls ........................................................................................................................... 5

When call deemed to be made ....••......•..•...••.•...••.....•........................................................................ 5

Call deemed to have been made when installment of capital payable under term of issue ...............• 5

Non payment of call: interest .........•.•................................................................................................ 5

Liability of joint holders for calls ...........................................•............................................................ 5

Proof of liability for call ..................................................................................................................... 6

Payment of calls in advance .............................................................................................................. 6


PAGEl EFFECTIVE: 27 JUNE 2013

6. FORFEITURE AND Ll EN ON SHARES ..................................................................................................... 6

6.1. Notice to pay calls and interest ......................................................................................................... 6

6.2. Form of notice to pay call and interest .............................................................................................. 6

6.3. Failure to comply with notice brings forfeiture .................................................................................. 6

6.4. Notice of forfeiture ........................................................................................................................... 6

6.5. Sale of forfeited shares ..................................................................................................................... 7

6.6. Company may receive proceeds of sale ............................................................................................. 7

6.7. Transfer of forfeited share ................................................................................................................ 7

6.8. Transferee's title to forfeited shares .................................................................................................. 7

6.9. Previous holder's continuing liability to pay calls etc .......................................................................... 7

6.10. Company's lien on shares and proceeds of sale ................................................................................. 7

6.11. Lien extends to dividends .................................................................................................................. 8

6.12. Lien on payments made by the Company .......................................................................................... 8

6.13. Recovery by company of amount paid on member's behalf ............................................................... 8

6.14. Enforcement of liens by sale .............................................................................................................. 8

6.15. Application of proceeds of sale .......................................................................................................... 8

6.16. Execution of transfer of shares sold ................................................................................................... 9

6.17. Proof of due forfeiture ...................................................................................................................... 9

6.18. Exemption from lien .......................................................................................................................... 9

7. TRANS FER OF SHARES ......................................................................................................................... 9

7.1. Shares held by Eligible Ministers or by or on behalf of HWC ............................................................... 9

7.2. Transfer of shares by an Eligible Minister ........................................................................................... 9

7.3. Transfer on member ceasing to be an Eligible Minister .................................................................... 10

7.4. Transfer of shares by Premier .......................................................................................................... 10

7.5. Instrument of transfer compulsory .................................................................................................. 10

7.6. Directors may refuse to register transfer ......................................................................................... 10

7.7. No transfer if maximum number of members exceeded .................................................................. 10

7.8. Transferor as holder until transfer registered .................................................................................. 10

7.9. Form of share transfers ................................................................................................................... 10

7.10. Execution of instrument .................................................................................................................. 10

7.11. Delivery of transfers and share certificates to Company's office ....................................................... 11

7.12. Retention of transfers by Company ................................................................................................. 11

7.13. Closure of transfer books and register ............................................................................................. 11

8. TRANSMISSION 0 F SHARES AND TRUSTS ........................................................................................... 11

8.1. Title to shares of deceased member and deceased joint holders ...................................................... 11

8.2. Title to shares on death, bankruptcy or incapacity of member ......................................................... 11


PAGE II EFFECTIVE: 27 JUNE 2013

8.3. Dividends payable to person entitled to shares on death, bankruptcy or incapacity of member ....... 12

8.4. No recognition of trusts ................................................................................................................. 12

9. ALTERATION OF CAPITAL ................................................................................................................... 12

10. VARIATION OF SHAREHOLDERS' RIGHTS ........................................................................................... 12

10.1. Consent or special resolution of members in class ........................................................................... 12

10.2. Rules applying to meetings of class members .................................................................................. 12

10.3. No variation of rights by further issue .............................................................................................. 13

11. BORROWING POWERS ...................................................................................................................... 13

11.1. Directors may exercise Company's power to borrow ....................................................................... 13

11.2. Directors may exercise power to give security ................................................................................. 13

11.3. Debentures may be issued at discount or premium ......................................................................... 13

11.4. Assignability of debentures ............................................................................................................. 13

11.5. Commission on issue of debentures ................................................................................................ 13

11.6. Security from Company to indemnify Directors ............................................................................... 13

12. GENERAL MEETINGS .......................................................................................................................... .l4

12.1. Convening of general meeting ......................................................................................................... 14

12.2. Annual general meeting .................................................................................................................. 14

12.3. Notice period .................................................................................................................................. 14

12.4. Contents of notice ........................................................................................................................... 14

12.5. Failure to give notice ....................................................................................................................... 14

12.6. Technology ..................................................................................................................................... 14

12.7. Notice of adjourned meeting in certain circumstances only ............................................................. 14

13. PROCE E Dl NGS AT G EN ERAL MEETINGS .............................................................................................. 14

13.1. Business of annual general meeting ................................................................................................ 14

13.2. Special business .............................................................................................................................. 15

13.3. Quorum for general meeting ........................................................................................................... 15

13.4. Chair of general meeting ................................................................................................................. 15

13.5. If quorum absent ............................................................................................................................ 15

13.6. Dissolution of adjourned general me~ting if quorum absent.. .......................................................... 15

13.7. Chair has casting vote ..................................................................................................................... 15

13.8. Voting: show of hands or poll .......................................................................................................... 16

13.9. Questions decided by majority ........................................................................................................ 16

13.10. Declaration by chair that resolution carried ..................................................................................... 16

13.11. Conduct of poll. ............................................................................................................................... 16

13.12. Continuation of meeting notwithstanding poll ................................................................................. 16

13.13. Adjournment of general meeting .................................................................................................... 17


PAGE Ill EFFECTIVE: 27 JUNE 2013

14. VOTES OF MEMBERS ......................................................................................................................... 17

14.1. Number of votes ............................................................................................................................. 17

14.2. Votes of incapacitated member ....................................................................................................... 17

14.3. No vote if call unpaid ...................................................................................................................... 17

14.4. Chair to determine disputes re votes ............................................................................................... 17

14.5. Objections to qualification to vote ................................................................................................... 17

14.6. Vote of joint holders ....................................................................................................................... 18

15. PROXIES AND REPRESENTATIVES ...................................................................................................... 18

15.1. Right to appoint proxy ..................................................................................................................... 18

15.2. Appointment of proxy to be in writing ............................................................................................. 18

15.3. Proxy form to be at registered office before meeting ....................................................................... 18

15.4. Vote by proxy valid notwithstanding intervening death etc. of member .......................................... 18

15.5. Member may indicate whether proxy is to vote for or against resolution ......................................... 18

15.6. Form of proxy ................................................................................................................................. 19

15.7. Failure to name appointee .............................................................................................................. 19

15.8. Appointment of Representative by Corporation .............................................................................. 19

15.9. Proof of appointment or revocation of appointment of representative ............................................ 19

16. DIRECTORS ......................................... ............................................................................................... 19

16.1. Number of Directors; appointment of first Directors ........................................................................ 19

16.2. Director need not be a member ...................................................................................................... 19

16.3. Company in general meeting may fill casual vacancies and may appoint additional Directors20

16.4. Resignation of Directors .................................................................................................................. 20

16.5. Remuneration of Directors .............................................................................................................. 20

16.6. Remuneration of Directors for extra services ................................................................................... 20

16.7. Limited ability of Directors to act during vacancies .......................................................................... 20

16.8. Vacation of office of Director: automatic ......................................................................................... 20

16.9. Suspension of Director guilty of prejudicial behaviour ..................................................................... 21

17. DIRECTORS' CONTRACTS WITH COMPANY ......................................................................................... 21

17.1. Director may hold other office of profit ........................................................................................... 21

17.2. Director may vote when interested ................................................................................................. 21

17.3. Director may affix Seal notwithstanding interest ............................................................................. 21

17.4. Record of disclosures by Directors ................................................................................................... 21

18. RETIREMENT OF DIRECTORS ............................................................................................................. 22

18.1. Retirement of Directors at annual general meeting in certain circumstances ................................... 22

18.2. Managing Director ceases to be Dire~tor when no longer employed ................................................ 22

18.3. Retiring Director stays for meetings ................................................................................................. 22

CONSTITUTION OF HUNTER WATER AUSTRAliA PTY liMITED ABN: 19 080 896 905

PAGE IV EFFECTIVE: 27 JUNE 2013

18.4. Election of Directors by general meeting ......................................................................................... 22

18.5. Director may continue if place not filled .......................................................................................... 22

18.6. Removal of Directors by general meeting ........................................................................................ 22

19. MANAGING DIRECTOR ...................................................................................................................... 22

19.1. Appointment and removal of Managing Director ............................................................................. 22

19.2. Retirement of Managing Director .................................................................................................... 23

19.3. Remuneration of Managing Director ............................................................................................... 23

19.4. Powers of Managing Director .......................................................................................................... 23

20. PROCEEDINGS OF DIRECTORS .......... ,, ................................................................................................ 23

20.1. Meetings of Directors and quorum .................................................................................................. 23

20.2. Notice of meetings of Directors ....................................................................................................... 24

20.3. Votes at meetings of Directors ........................................................................................................ 24

20.4. No casting vote for chair of Directors .............................................................................................. 24

20.5. Chair and deputy chair of directors .................................................................................................. 24

20.6. Quorum empowered to exercise powers of Directors ...................................................................... 25

20.7. Delegation of powers to Committee ................................................................................................ 25

20.8. Powers of Committee ...................................................................................................................... 25

20.9. Meetings of Committee .................................................................................................................. 25

20.10. Defects in appointment or qualification of Director ......................................................................... 25

20.11. Written resolution approved by all Directors same as majority vote at meeting ........................... 25

20.12. Further provisions regarding written resolutions ............................................................................. 26

21. ALTERNATE DIRECTORS ..................................................................................................................... 26

21.1. Appointment and removal of Alternate Directors ............................................................................ 26

21.2. Alternate Director need not be member of Company ...................................................................... 26

21.3. Notice of appointment or removal of Alternate Directors ................................................................ 26

21.4. Rights and powers of Alternate Directors ........................................................................................ 26

21.5. Remuneration of Alternate Directors ............................................................................................... 27

21.6. Alternate Director is officer of Company .......................................................................................... 27

21.7. Voting rights of Alternate Directors ................................................................................................. 27

21.8. Alternate goes when Director goes .................................................................................................. 27

21.9. Form on appointment of Alternate Director .................................................................................... 27

22. MINUTES ........................................................................................................................................... 28

22.1. Minutes of meetings ....................................................................................................................... 28

22.2. Evidence of meetings ...................................................................................................................... 28

22.3. Inspection of records ....................................................................................................................... 28

22.4. Execution of cheques and negotiable instruments ........................................................................... 28


PAGEV EFFECTIVE: 27 JUNE 2013

23.

24.

25.

26.

27.

22.5. Execution of documents .................................................................................................................. 28

POWERS ANO DUTIES OF DIRECTORS •••••.....••.••................•...••..•.••........................•.••..•.•........•....•.•..•.• 29

23.1. Directors have powers of the Company ........................................................................................... 29

23.2. Directors may exercise Company1s power to borrow ....................................................................... 29

23.3. Directors may appoint attorney or agent ........................•.......••..•.................................................... 29

23.4. Directors accountable to Voting Shareholders ......•.......................................................................... 29

23.5. Extent of duties ............................................................................................................................... 29

23.6. Disclosure of interests .................................................................•....•.............................................. 30

23.7. Interested Directors may vote and be counted in quorum ............................................................... 30

23.8. Best interests of HWC ..................................................................................................................... 30

23.9. Execution of instruments .............................................•.................................................................. 30

23.10. Application to Alternate Director .................................•................................................................... 31

SECRETARY .....................••••.......••....••..••••..•••...•••..••••......••...••••••.......•...•••......•.•.••..•••........•.•..•.•..••..•.. 31

24.1.

24.2.

25.1.

25.2.

25.3.

25.4.

26.1.

26.2.

26.3.

26.4.

27.1.

27.2.

27.3.

27.4.

27.5.

27.6.

27.7.

27.8.

27.9.

Appointment and removal of Secretary ........................................................................................... 31

Acting Secretary ..........................................................•..................................................•................ 31

LOCAL MANAGEMENT •..••..••..................................••.......••..•...•••••.........•••......••...............•..••..•.••.....•.. 31

Management in specified localities ........................................................................................••........ 31

Local boards and management committees ...•.....................................................•........................... 31

Members of local boards and management committees may be attorneys or agents of Directors .... 31

Power of sub-delegation ................................................................................................................• 32

THE SEALS ......................................................................................................................................... 32

Custody and use of Seal.. ................................................................................................................. 32

Duplicate common Seal ................................................................................................................... 32

Non autographic signatures ............................................................................................................. 32

No limitation ................................................................................................................................... 32

RESERVE FUND AND DIVIDENDS ........................................................................................................ 32

Establishments and purpose of reser"le funds .................................................................................. 32

Power to invest reserve funds ......................................................................................................... 33

Profits may be carried forward without going to reserve ................................................................. 33

Profits to be distributed among members in proportion to nominal capital paid up on their shares33

Declaration of dividends .................................................................................................................. 33

No interest on dividends ................................................................................................................. 33

Preferential dividends ..................................................................................................................... 34

Payment of dividends with assets, shares or debentures ................................................................. 34

Power of one joint holder to give receipt for dividends .................................................................... 34

27.10. Method of payment of dividends .................................................................................................... 34

CONSTITUTION OF HUNTER WATER AUSTRAUA PTY liMITED ABN: 19 080 896 905

PAGE VI EFFECTIVE: 27 JUNE 2013

28.

29.

30.

31.

32.

33.

34.

27.11. Power to retain dividends on which there is a lien ...............•........................................................... 34

27.12. Retention of dividends when member dead etc ............................................................................... 34

27.13. Effect on dividends of transfer of shares .......................................................................................... 35

27.14. Unclaimed dividends ....................................................................................................................... 35

28.1.

28.2.

28.3.

28.4.

29.1.

29.2.

29.3.

31.1.

31.2.

31.3.

31.4.

31.5.

31.6.

31.7.

31.8.

31.9.

CAPITALISATION OF PROFITS ............................................................................................................. 35

Profits and premium may be capitalised ...........................................................•......•....................... 35

Proportionate distribution of amounts capitalised ........................................................................... 35

Determination of entitlement to distribution ................................................................................... 35

Settlement of dispute about distribution ...................................................•..................................... 36

ACCOUNTS ........................................................................................................................................ 36

Company to keep ............................................................................................................................ 36

Annual accounts to be laid before annual general meeting .............................................................. 36

Copy of accounts to be sent ............................................................................................................ 36

AUDITORS: APPOINTMENT AND REMOVAL ....................................................................................... 36

NOTICES ............................................................................................................................................ 37

Method of service of notices ........................................................................................................... 37

Notification of Australian address or facsimile number by overseas members ............................... 37

Airmail postage or facsimile transmission to overseas members without Australian address ............ 37

Notices to joint holders ................................................................................................•........•......... 37

Notice by advertisement ...........................................................................•.•................................... 37

Effecting of notices .............................................................•........................................................... 37

Evidence of service .......................................................................................................................... 37

Service when member dead ............................................................................................................ 38

Unregistered transferees bound by notices ..................................................................................... 38

31.10. Signature on notices ...............................................................•...........................................•............ 38

WINDING UP ..................................................................................................................................... 38

32.1. Distribution ..................................................................................................................................... 38

32.2. Liquidator's powers on winding up ... :··········· ................................................................................... 38

32.3. Special rights prevail ........................ , .............................................................................................. 38

32.4. Vesting of property in trustees for co.ntributories ............................................................................ 39

32.5. Encumbered property: member not compelled to accept.. .............................................................. 39

INDEMNITY AND INSURANCE ............................................................................................................ 39

33.1. Indemnity ....................................................................................................................................... 39

33.2. Insurance ........................................................................................................................................ 39

33.3. Contract .......................................................................................................................................... 39

OBLIGATION OF SECRECY .................................................................................................................. 40


PAGE VII EFFECTIVE: 27 JUNE 2013

35. SUBSIOIARIES ................................................................................................................................... 40

35.1. Formation and acquisition ofsubsidiaries ........................................................................................ 40

35.2. Constitution of subsidiaries ............................................................................................................. 40

35.3. Company to ensure that subsidiary complies with constitution .............................................. 40

36. CONTRAVENTION OF SECTIONS 19 OR 20 OF THE SOC ACT ............................................................... 40


PAGE VIII EFFECflVE: 27 JUNE 2013

I ; OF HUNTER WATER AUSTRALIA PTY LIMITED · "HWC" means Hunter Water Corporation ABN 46 228 513...

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Transcript of I ; OF HUNTER WATER AUSTRALIA PTY LIMITED · "HWC" means Hunter Water Corporation ABN 46 228 513...