# CONSTITUTION OF RATERIGHT PTY LTD **ACN: 689 397 582** **ABN: 62 841 523 907** --- ## TABLE OF CONTENTS **PART 1 - PRELIMINARY** 1. Definitions and Interpretation 2. Replaceable Rules 3. Company Type and Objects **PART 2 - SHARE CAPITAL** 4. Share Capital 5. Issue of Shares 6. Share Transfers and Pre-emptive Rights 7. Transmission of Shares **PART 3 - MEMBERS** 8. Register of Members 9. Member Rights and Obligations 10. General Meetings **PART 4 - DIRECTORS** 11. Number and Appointment of Directors 12. Powers and Duties of Directors 13. Director Meetings 14. Managing Director **PART 5 - DIVIDENDS AND RESERVES** 15. Dividends 16. Reserves **PART 6 - ACCOUNTS AND AUDIT** 17. Financial Records 18. Audit **PART 7 - WINDING UP** 19. Winding Up **PART 8 - INDEMNITY** 20. Indemnity --- ## PART 1 - PRELIMINARY ### 1. DEFINITIONS AND INTERPRETATION **1.1 Definitions** In this Constitution: - **"Act"** means the Corporations Act 2001 (Cth) as amended from time to time - **"ASIC"** means the Australian Securities and Investments Commission - **"Board"** means the directors acting as a board - **"Business Day"** means a day that is not a Saturday, Sunday or public holiday in New South Wales - **"Company"** means RateRight Pty Ltd ACN 689 397 582 - **"Constitution"** means this constitution as amended from time to time - **"Director"** means a person appointed as a director of the Company - **"Listing Rules"** means the listing rules of ASX Limited (if applicable) - **"Member"** means a person entered in the register of members as a member - **"Share"** means a share in the capital of the Company **1.2 Interpretation** Unless the context otherwise requires: (a) words importing the singular include the plural and vice versa (b) headings are for convenience only and do not affect interpretation (c) references to statutes include amendments, replacements and re-enactments (d) where a word or phrase is defined, its other grammatical forms have corresponding meanings ### 2. REPLACEABLE RULES **2.1** The replaceable rules in the Act do not apply to the Company except to the extent expressly provided in this Constitution. ### 3. COMPANY TYPE AND OBJECTS **3.1 Company Type** The Company is a proprietary company limited by shares. **3.2 Objects** The objects for which the Company is established are: (a) to develop, operate and maintain digital platforms and marketplaces connecting construction industry participants (b) to provide technology services, software solutions and operational management systems for the construction industry (c) to engage in any lawful activity that may advance the interests of the Company and its members (d) to do all things incidental or conducive to the attainment of these objects --- ## PART 2 - SHARE CAPITAL ### 4. SHARE CAPITAL **4.1 Share Capital** The Company's share capital consists of ordinary shares with the rights set out in this Constitution. **4.2 Current Issued Capital** As at the date of adoption of this Constitution: (a) Total issued shares: 10 ordinary shares (b) Total paid-up capital: $100.00 (c) All shares are fully paid ### 5. ISSUE OF SHARES **5.1 Directors' Power to Issue Shares** Subject to this Constitution and the Act, the Directors may: (a) issue shares in the Company (b) grant options over unissued shares (c) settle the manner in which fractions of shares are dealt with **5.2 Terms of Issue** The Directors may issue shares: (a) at such price as they determine (b) with such rights, restrictions and conditions as they determine (c) subject to the pre-emptive rights provisions in clause 6 **5.3 Share Certificates** The Company may issue certificates for shares or maintain an uncertificated holding system as determined by the Directors. ### 6. SHARE TRANSFERS AND PRE-EMPTIVE RIGHTS **6.1 Restriction on Transfer** No member may transfer shares without first offering those shares to existing members in accordance with this clause 6. **6.2 Pre-emptive Rights Process** (a) A member wishing to transfer shares (**"Transferor"**) must give written notice to the Company specifying: - the number of shares to be transferred - the proposed transfer price per share - the identity of any proposed transferee (if applicable) (b) The Company must within 5 Business Days give written notice to all other members (**"Offer Notice"**) specifying: - the shares available for purchase - the price per share (being the higher of the proposed transfer price or fair value as determined by the Directors) - that acceptances must be received within 15 Business Days (c) If members accept for more shares than are available, shares will be allocated pro rata to their existing shareholdings. (d) If all shares are not accepted by existing members, the Transferor may transfer the remaining shares to third parties at no less than the price offered to members, subject to Director approval. **6.3 Valuation** Where no proposed transfer price is specified, fair value shall be determined by an independent chartered accountant agreed upon by the parties, or failing agreement, appointed by the President of CPA Australia. **6.4 Exceptions** Pre-emptive rights do not apply to transfers: (a) between existing members (b) to family members or family trusts (c) approved unanimously by all Directors ### 7. TRANSMISSION OF SHARES **7.1 Death or Bankruptcy** Upon the death or bankruptcy of a member, legal personal representatives or trustees may be registered as the holder of the member's shares upon producing evidence satisfactory to the Directors. --- ## PART 3 - MEMBERS ### 8. REGISTER OF MEMBERS **8.1 Maintenance of Register** The Company must maintain a register of members in accordance with the Act. **8.2 Current Members** As at the date of adoption of this Constitution, the register of members is: | Member Name | Shares Held | Amount Paid | Percentage | |-------------|-------------|-------------|------------| | Michael Rocco McLoughlin | 9 | $90.00 | 90% | | Stephen Edmund Joyce | 1 | $10.00 | 10% | ### 9. MEMBER RIGHTS AND OBLIGATIONS **9.1 Voting Rights** Each ordinary share carries one vote at general meetings. **9.2 Dividend Rights** Each ordinary share carries equal rights to participate in dividends and distributions. **9.3 Capital Rights** Each ordinary share carries equal rights to participate in surplus assets on winding up. **9.4 Obligations** Members must comply with the Act and this Constitution. ### 10. GENERAL MEETINGS **10.1 Annual General Meeting** The Company must hold an annual general meeting in accordance with the Act. **10.2 Notice of Meetings** At least 21 days' written notice must be given for general meetings unless all members agree to shorter notice. **10.3 Quorum** The quorum for a general meeting is 2 members present in person or by proxy (or if only 1 member, that member). **10.4 Chairman** The Chairman of Directors shall chair general meetings, or if absent, the members present may elect a chairman. --- ## PART 4 - DIRECTORS ### 11. NUMBER AND APPOINTMENT OF DIRECTORS **11.1 Number** The Company must have at least 1 and no more than 9 Directors. **11.2 Current Directors** As at the date of adoption of this Constitution, the Directors are: (a) Michael Rocco McLoughlin (appointed 29 July 2025) (b) Stephen Edmund Joyce (appointed 25 July 2025) **11.3 Appointment** Directors are appointed by ordinary resolution of members. **11.4 Retirement** Directors may retire by giving written notice to the Company. ### 12. POWERS AND DUTIES OF DIRECTORS **12.1 Management Powers** The business of the Company is managed by or under the direction of the Directors who may exercise all powers of the Company except those required by the Act or this Constitution to be exercised by members. **12.2 Specific Powers** Without limiting clause 12.1, Directors may: (a) appoint and remove employees and determine their remuneration (b) borrow money and grant security (c) invest surplus funds (d) establish business premises (e) enter into contracts and arrangements **12.3 Delegation** Directors may delegate their powers to committees, individual Directors or employees. ### 13. DIRECTOR MEETINGS **13.1 Meetings** Directors may meet and regulate their meetings as they determine. **13.2 Notice** At least 24 hours' notice must be given for Director meetings unless all Directors agree to shorter notice or waive notice. **13.3 Quorum** The quorum for Director meetings is 2 Directors (or if only 1 Director, that Director). **13.4 Voting** Each Director has one vote. The Chairman has a casting vote if votes are equal. **13.5 Written Resolutions** Directors may pass resolutions without a meeting if all Directors consent in writing. ### 14. MANAGING DIRECTOR **14.1 Appointment** The Directors may appoint one of their number as Managing Director for such term and on such conditions as they determine. **14.2 Powers** The Managing Director has such powers of management and administration as the Directors determine. --- ## PART 5 - DIVIDENDS AND RESERVES ### 15. DIVIDENDS **15.1 Declaration** The Directors may declare dividends as they consider appropriate, subject to the Act and the Company's solvency. **15.2 Payment** Dividends are paid to members in proportion to their shareholdings. **15.3 No Interest** No interest is payable on dividends. ### 16. RESERVES **16.1 Creation of Reserves** The Directors may create reserves for any purpose they consider appropriate. --- ## PART 6 - ACCOUNTS AND AUDIT ### 17. FINANCIAL RECORDS **17.1 Financial Records** The Company must keep financial records in accordance with the Act. **17.2 Inspection** Members may inspect the Company's financial records in accordance with the Act. ### 18. AUDIT **18.1 Auditor** If required by the Act, the Company must appoint an auditor. --- ## PART 7 - WINDING UP ### 19. WINDING UP **19.1 Distribution** On winding up, after payment of debts and expenses, surplus assets are distributed to members in proportion to their shareholdings. **19.2 Powers of Liquidator** The liquidator may distribute surplus assets in specie among members. --- ## PART 8 - INDEMNITY ### 20. INDEMNITY **20.1 Indemnity of Officers** The Company indemnifies each Director and secretary against: (a) liabilities incurred in good faith in their capacity as an officer (b) legal costs incurred in defending proceedings in their capacity as an officer **20.2 Limitation** The indemnity does not extend to liabilities or costs: (a) owed to the Company (b) arising from conduct involving lack of good faith (c) prohibited by the Act **20.3 Insurance** The Company may pay premiums for insurance covering officers' liabilities to the extent permitted by the Act. --- ## ADOPTION AND AMENDMENT This Constitution is adopted by the Company on [DATE] and may be modified or repealed only by special resolution of members in accordance with the Act. --- **EXECUTED as a deed on [DATE]** **DIRECTORS:** _________________________ Michael Rocco McLoughlin Director _________________________ Stephen Edmund Joyce Director **WITNESS:** _________________________ Name: Address: Occupation: