Prime Media : Constitution

For personal use only

Constitution of PRT Company Limited

ACN 000 764 867

The Corporations Act

A company limited by shares

Registered in Australian Capital Territory

Allens is an independent partnership operating in alliance with Linklaters LLP.

For personal use only

Constitution of PRT Company Limited

Contents

General

1. Definitions
2. Interpretation
3. Effect of the Listing Rules
4. Replaceable Rules
5. Transitional Effect
   Capital
6. Issue of Securities
7. Preference Shares
8. Recognition of Third Party Interests
9. Surrender of Securities
10. Joint Holders

Certificates for Securities

1. Uncertificated Holdings
2. Certificates

Forfeiture

1. Liability to Forfeiture
2. Power to Forfeit
3. Consequences of Forfeiture
4. Notice of Forfeiture
5. Reissue of Forfeited Shares
6. Transfers After Forfeiture and Sale Payments by the Company
7. Payments by the Company

Call on Shares and Interest on Sums Due to the Company

1. Board's Power to Make Calls
2. Interest on Unpaid Amounts
3. Differentiation between Holders
4. Transfers
5. Conditions and restrictions under the Broadcasting Services Act
6. Board may Refuse to Register
7. Transfer and Certificate (if any)

Transmission of Securities

1. Transmission on Death
2. Transmission by Operation of Law Restricted Securities
3. Restricted Securities

Alteration of Capital

1. Power to Alter Share Capital General Meetings
2. Power of the Board to Convene

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Constitution of PRT Company Limited

1. Notice of General Meetings
2. Business of Annual and Other General Meetings
3. Quorum for General Meetings
4. Conduct of General Meetings
5. Acting Chair
6. Adjournment of General Meetings
7. Voting at General Meetings
8. Special Meetings
9. Procedure for Polls
10. Chair has Casting Vote
11. Representation and Voting of Shareholders
12. Restriction on Voting Rights
13. Form of Proxy
14. Form of Direct Vote
15. Validity of Proxies, Attorneys and Representatives
16. Validity of Direct Votes

Appointment, Removal and Remuneration of Directors

1. Number of Directors
2. Appointment and Removal of Directors
3. No Share Qualification for Directors
4. Retirement of Directors
5. Remuneration of Directors
6. Vacation of Office of Director
7. Retirement Allowance for Directors
8. Directors May Lend to the Company
9. Alternate Directors

Powers of the Board and Executives

1. Appointment of Executives
2. Powers of the Board and Managing Director Proceedings of the Board
3. Proceedings of the Board
4. Meetings of the Board by Technology
5. Chair of the Board
6. Directors' Voting Rights and Exercise of Powers
7. Material Personal Interests of Directors
8. Committees of the Board
9. Written Resolutions of Directors
10. Defects in Appointments of Directors Secretaries and Other Officers
11. Secretaries
12. Other Officers

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Constitution of PRT Company Limited

1. Seals and their Use Dividends, Interest and Reserves
2. Reserves
3. Power to Declare or Determine Dividends and Pay Interest
4. Crediting of Dividends
5. Deduction of Unpaid Amounts
6. Distributions in Kind
7. Payment of Distributions

Capitalisation of Profits

1. Capitalisation of Profits Service of Documents
2. Service of Documents Winding Up
3. Winding Up

Indemnity

1. Indemnity of Officers, Insurance and Access Small Shareholdings
2. Sale of Small Holdings

Dividend Reinvestment Plans

1. Dividend Reinvestment Plans Employee Share Plans
2. Employee Share Plans

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page (iii)

For personal use only

Constitution of PRT Company Limited

ACN 000 764 867

Constitution of PRT Company Limited (ACN 000 764 867), a public listed company limited by shares.

General

1 Definitions

The following definitions apply in this Constitution unless the context requires otherwise:

ASX means ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market known as 'ASX' operated by ASX Limited.

ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).

ASX Settlement Operating Rules means the operating rules of ASX Settlement or of any relevant organisation which is an alternative or successor to, or replacement of, ASX Settlement or of any applicable CS facility licensee.

Board means all or some of the Directors for the time being acting as a board. Broadcasting Services Act means the Broadcasting Services Act 1992 (Cth).

Business Day means a day which is not a Saturday, Sunday or a public holiday in Sydney or Canberra and which is a Business Day for the purposes of the Listing Rules.

call includes any instalment of a call and any amount due on the issue of any share. CHESS means the Clearing House Electronic Subregister System.

Company means PRT Company Limited (ACN 000 764 867). Constitution means this constitution.

Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth).

CS facility licensee means a person who holds a licence under the Corporations Act that authorises the person to operate a clearing and settlement facility.

Direct Vote means a notice of a shareholder's voting intention delivered to the Company by post, electronic or other means approved by the Board and otherwise in accordance with this Constitution and regulations, rules and procedures made by the Board in accordance with

rule 45.

Director means a person appointed or elected to the office of director of the Company in accordance with this Constitution and, where appropriate, includes an alternate Director.

Dividend means any dividend, including an interim dividend. Exchange means ASX Limited and includes any successor body.

Finance Director means a person appointed as finance director in accordance with rule 57.

Listing Rules means the Listing Rules of the Exchange and any other rules of the Exchange which are applicable while the Company is admitted to the Official List of the Exchange, each as amended or replaced from time to time.

Managing Director means a person appointed as managing director in accordance with rule 57.

Market Transfer means a transfer of securities in the Company where the transfer is pursuant to an Uncertificated Transfer System.

Member means a person entered in the Register as a member for the time being of the Company.

Prescribed Information means information as to whether the shares are held beneficially by the

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