Section 257B — Corporations Act 2001: Buy-back procedure—general

(1) The following table specifies the steps required for, and the sections that apply to, the different types of buy-back. Procedures [and sections applied] minimum holding employee share on-market equal access scheme selective buy-back within 10/12 limit over 10/12 limit within 10/12 limit over 10/12 limit within 10/12 limit over 10/12 limit ordinary resolution [257C] — — yes — yes — yes — special/unanimous resolution [257D] — — — — — — — yes lodge offer documents with ASIC [257E] — — — — — yes yes yes 14 days notice [257F] — yes yes yes yes yes yes yes disclose relevant information when offer made [257G] — — — — — yes yes yes cancel shares [257H] yes yes yes yes yes yes yes yes notify cancellation to ASIC [254Y] yes yes yes yes yes yes yes yes Note: Subsections (2) and (3) of this section explain what an equal access scheme is. The 10/12 limit is the 10% in 12 months limit laid down in subsections (4) and (5). Subsections (6) and (7) of this section explain what an on-market buy-back is. See section 9 for definitions of minimum holding buy-back, employee share buy-back and selective buy-back. Equal access scheme (2) An equal access scheme is a scheme that satisfies all the following conditions: (a) the offers under the scheme relate only to ordinary shares; (b) the offers are to be made to every person who holds ordinary shares to buy back the same percentage of their ordinary shares; (c) all of those persons have a reasonable opportunity to accept the offers made to them; (d) buy-back agreements are not entered into until a specified time for acceptances of offers has closed; (e) the terms of all the offers are the same. (3) In applying subsection (2), ignore: (a) differences in consideration attributable to the fact that the offers relate to shares having different accrued dividend entitlements; (b) differences in consideration attributable to the fact that the offers relate to shares on which different amounts remain unpaid; (c) differences in the offers introduced solely to ensure that each shareholder is left with a whole number of shares. 10/12 limit (4) The 10/12 limit for a company proposing to make a buy-back is 10% of the smallest number, at any time during the last 12 months, of votes attaching to voting shares of the company. Exceeding the 10/12 limit (5) A proposed buy-back would exceed the 10/12 limit if the number of votes attaching to: (a) all the voting shares in the company that have been bought back during the last 12 months; and (b) the voting shares that will be bought back if the proposed buy-back is made; would exceed the 10/12 limit. On-market buy-backs (6) A buy-back is an on-market buy-back if it results from an offer made by a listed corporation on a declared financial market in the ordinary course of trading on that market. (7) A buy-back by a company (whether listed or not) is also an on-market buy-back if it results from an offer made in the ordinary course of trading in a financial market outside Australia which ASIC declares in writing to be an approved overseas financial market for the purposes of this subsection. A buy-back by a listed company is an on-market buy-back under this subsection only if an offer to buy-back those shares is also made on a declared financial market at the same time. (8) A declaration under subsection (7) may be subject to conditions. Notice of the making of the declaration must be published in the Gazette.