Exhibit 99.1

13.1	APPLICATION OF CDI RULES	7
13.1.1	Effect of Section 13	7
13.1.2	Nominee Terms in respect of Principal Financial Products other than Government Bonds	7
13.1.3	Government Bonds	7
13.2	PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL PRODUCTS	8
13.2.1	Approval of person as Principal Issuer	8
13.2.2	Appointment of Depositary Nominee and issue of CDIs	8
13.2.3	Vesting arrangements for Principal Financial Products	9
13.2.4	Effective date of approval – CDIs as Approved Financial Products	9
13.2.5	CDIs as Approved Financial Products – transitional provision	9
13.3	TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS	9
13.3.1	Transmutation of Principal Financial Products to CDIs at Election of Holder	9
13.3.2	Transmutation of Principal Financial Products to CDIs for Settlement Purposes	10
13.3.3	Participant may initiate a Transmutation on behalf of a person	10
13.3.4	Circumstances in which Depositary Nominee may refuse to accept a transfer of Principal Financial Products	10
13.4	CONSEQUENCES OF VESTING TITLE IN DEPOSITARY NOMINEE	11
13.4.1	Trust for Holders of CDIs	11
13.4.2	Identification of CDI Holders	11
13.4.3	Immobilisation of Principal Financial Products	12
13.5	REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS	12
13.5.1	Issuer to establish and maintain Principal Register and CDI Register	12
13.5.2	Reconciliation of Registers	13
13.5.3	Right of Inspection of CDI Register	13
13.5.4	Issuer Sponsored Subregisters and CHESS Subregisters for CDIs	13
13.5.5	Third Party Provider as Agent – [Deleted]	13
13.5.6	Agents of Principal Issuer	13
13.5.7	Depositary Nominee obliged to ensure information is provided to Principal Issuer	14
13.5.8	Power of Attorney	14
13.5.9	Delegation by Principal Issuer under Power of Attorney	14
13.5.10	Indemnity	15
13.5.11	ASX Settlement holds benefit of warranties for Depositary Nominee – [Deleted]	15
13.5.12	Principal Issuer and Depositary Nominee not to interfere in Transfer and Transmutation	15
13.5.13	No Notice of Unregistered Interests	16
13.5 A	TERMINATION OF CDI HOLDING BY THE DEPOSITARY NOMINEE	16
13.5A.1	Termination of trust over Principal Financial Products	16
13.5A.2	Distribution of Principal Financial Products and power of sale	17

13.5A.3	Exercise of power of sale	17
13A.5A.4	Limitation of liability	18
13.5A.5	Appointment of custodian or agent	18
13.6	CORPORATE ACTIONS IN RELATION TO PRINCIPAL FINANCIAL PRODUCTS OTHER THAN GOVERNMENT BONDS	19
13.6.1	Application of Rules	19
13.6.2	Distribution of Dividends to Holders of CDIs	20
13.6.3	Direction and Acknowledgment by Depositary Nominee	20
13.6.4	Discharge of Principal Issuer's obligation to pay dividend to Depositary Nominee	20
13.6.5	Payments or distributions	20
13.6.6	Payment Obligations	20
13.6.7	Corporate Actions	21
13.6.8	Dividend Reinvestment and Bonus Share Plans	23
13.6.9	Exercise of Holder rights	23
13.6.10	Fractional Entitlements	24
13.6.10A	Disposal of surplus Principal Financial Products	26
13.6.11	General Direction and Acknowledgment by Depositary Nominee	26
13.6.12	Transmutations of Financial Products and associated Entitlements	26
13.6.13	Divestment of small Holdings	26
13.6.14	Depositary Nominee may consent to sale or divestment	27
13.6.15	Principal Issuer must distribute proceeds	27
13.6.16	Indemnity by Principal Issuer	27
13.6.17	Liability of Depositary Nominees	27
13.6 A	ENTITLEMENTS IN RELATION TO GOVERNMENT BONDS	28
13.6A.1	Application of Rules	28
13.6A.2	Direction by Depositary Nominee	28
13.6A.3	Payment of Entitlements to Holders of Government Bond CDIs	28
13.6A.4	Discharge of Principal Issuer's obligation to pay to Depositary Nominee	28
13.6A.5	Liability of Depositary Nominee	28
13.6 B	DISCLOSURE	29
13.6B.1	No disclosure obligation	29
13.7	TAKEOVERS	29
13.7.1	Depositary Nominee to accept only if authorised by Holders of CDIs	29
13.7.2	Acceptance with respect to Holders of CDIs on CHESS Subregister	29
13.7.3	Acceptance with respect to Holders of CDIs on Issuer-Sponsored Subregister	30
13.7.4	Processing of acceptances from Holders of CDIs	30
13.7.5	Liability of Depositary Nominee	30
13.8	VOTING ARRANGEMENTS	31
13.8.1	Interpretation	31
13.8.2	Principal Issuer to notify Holders of CDIs	31
13.8.3	Holders of CDIs may give Directions to Depositary Nominee	31
13.8.4	Proxies to indicate results of resolution	32
13.8.5	Determining the number of Financial Products for each proxy	32
13.8.6	Depositary Nominee appointing a single proxy	32
13.8.7	Voting instructions by Depositary Nominee	32
13.8.8	Depositary Nominee to appoint Holders of CDIs as proxy	33

13.8.9	Principal Issuer must notify Holders of CDIs of their Rights	33
13.8.10	Depositary Nominee to call for a poll	33
13.8.11	Meetings of Holders of CDIs	33
13.8.12	Liability of Depositary Nominees	34
13.8 A	CHANGE OF DEPOSITARY NOMINEE	34
13.8A.1	Removal of Depositary Nominee and appointment of a successor	34
13.8A.2	When removal and appointment takes effect	35
13.8A.3	Retiring Depositary Nominee to deliver documents	35
13.8A.4	Further steps	35
13.8A.5	Discharge of further obligations	35
13.9	SPECIFIC MODIFICATIONS TO RULES	35
13.9.1	Modifications	35
13.9.2	CDI to Principal Financial Product Transmutation	36
13.9.3	Actions of ASX Settlement	36
13.9.4	Principal Issuer to generate Trustee Transfer Forms	37
13.9.5	Time at which Transfer takes effect	37
13.9.6	Authority of Holder of CDI required	37
13.9.7	Principal Financial Product to CDI Transmutation	37
13.9.8	ASX Settlement to request Principal Issuer to authorise the Transmutation	37
13.9.9	Principal Issuer to process the Transfer	38
13.9.10	ASX Settlement to enter Financial Products into Target Holding	38
13.9.11	Conditions for Issuer's authorisation of a Transfer not met	38
13.9.12	Time at which Transfer takes effect	38
13.9.13	ASX Settlement may purge unactioned Messages	39
13.10	SHUNTING BETWEEN REGISTERS	39
13.10.1	Shunt from DI register to Principal Register	39
13.10.2	Shunt from Principal Register to DI register	39
13.11	TAX LAWS	39
13.11.1	Principal Issuer to comply with Tax laws	39
13.12	NOTICE	40
13.12.1	Notice to Holders of CDI’s	40
13.13	GENERAL INDEMNITY AND EXCLUSION OF LIABILITY	40
13.13.1	Principal Issuer to indemnify the Depositary Nominee	40
13.13.2	Exclusion of liability	40
13.14	APPLICATION AND SCOPE OF FDI RULES	41
13.14.1	Effect of Rules 13.14 to 13.29	41
13.15	PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PARTICIPATING INTERNATIONAL FINANCIAL PRODUCTS	41
13.15.1	Declaration of Participating International Financial Products	41
13.15.2	FDIs as Approved Financial Products	42
13.15.3	Effective date of approval of FDIs	42
13.15.4	FDIs as Approved Financial Products – transitional provision	42

13.16	VESTING OF TITLE OR OTHER INTERESTS IN THE DEPOSITARY NOMINEE	42
13.16.1	Vesting arrangements	42
13.16.2	Recording FDIs on the FDI Register	42
13.16.3	Transfers of Participating International Financial Products	43
13.16.4	Receipt of non Participating International Financial Products	43
13.16.5	Disposal of non Participating International Financial Products	43
13.17	TRANSMUTATION	44
13.17.1	Transmutation of Participating International Financial Products to FDIs	44
13.17.2	Actions of Depositary Nominee	44
13.17.3	Transmutation of FDIs to Participating International Financial Products	44
13.17.4	Actions of Depositary Nominee	44
13.17.5	Participant may initiate a Transmutation on behalf of a person	45
13.17.6	Transmutation by Depositary Nominee	45
13.18	CONSEQUENCES OF VESTING TITLE IN THE DEPOSITARY NOMINEE	45
13.18.1	Trust for Holders of FDIs	45
13.18.2	Identification of Holders of FDIs	45
13.18.3	Immobilisation of Participating International Financial Products	46
13.18.4	Approved Clearing House Security Interests	46
13.19	REGISTERS AND PROCESSING OF TRANSMUTATIONS AND TRANSFERS	47
13.19.1	FDIs not transferable	47
13.19.2	Transfers of FDIs only recognised and registered for recording interests under these Rules	47
13.19.3	No right to deal with the Issuer of Participating International Financial Products	47
13.19.4	FDI Register	47
13.19.5	FDI Register must reconcile to Participating International Financial Products	48
13.19.6	Right of inspection of FDI Register	48
13.19.7	Third Party Provider as Agent	48
13.19.8	Delegation of Powers	48
13.19.9	Indemnity	48
13.19.10	Depositary Nominee not to interfere in Transmutation	49
13.19.11	No Notice of interests by persons that are not Holders of FDIs	49
13.19.12	Dealings with Holders of FDIs	49
13.19 A	TERMINATION OF FDI HOLDING BY THE DEPOSITARY NOMINEE	49
13.19A.1	Termination of trust over Participating International Financial Products	49
13.19A.2	Distribution of Participating International Financial Products and power of sale	50
13.19A.3	Exercise of power of sale	50
13.19A.4	Limitation of liability	51
13.19A.5	Appointment of custodian or agent	51
13.20	CORPORATE ACTIONS	52
13.20.1	Application of Rules	52
13.20.2	Entitlement Date	53
13.20.3	Distribution of dividends or other distributions to Holders of FDIs	53
13.20.4	Direction by Depositary Nominee	53
13.20.5	Payment Obligations	53
13.20.6	Non-elective Corporate Actions	53
13.20.7	Elective Corporate Actions	54
13.20.8	Dividend reinvestment plans or bonus share plans	54

13.20.9	Exercise of Rights of Holders of FDIs	54
13.20.10	Fractional entitlements	55
13.20.11	Actions by Depositary Nominee in arranging for sale of Participating International Financial Products	55
13.20.12	Discharge of Depositary Nominee’s obligations	56
13.20.13	Processing of Corporate Actions	56
13.20.14	Adjustments to outstanding Instructions	56
13.21	TAKEOVERS	56
13.21.1	No obligation on the Depositary Nominee	56
13.21.2	Acceptance on behalf of Holders of FDIs	56
13.21.3	Liability of Depositary Nominee	57
13.21.4	Compulsory acquisition of Participating International Financial Products	57
13.22	VOTING ARRANGEMENTS	58
13.22.1	Depositary Nominee not obliged to notify Holders of FDIs	58
13.22.2	Depositary Nominee not obliged to vote on behalf of Holders of FDIs	58
13.22.3	Procedure for exercising voting entitlements	58
13.22.4	Depositary Nominee to notify Holders of FDIs of meeting	58
13.22.5	Holders of FDIs may give Directions to Depositary Nominee	58
13.22.6	Proxies to indicate results of resolution	59
13.22.7	Determining the number of Participating International Financial Products for each proxy	59
13.22.8	Depositary Nominee appointing a single proxy	59
13.22.9	Voting instructions by Depositary Nominee	59
13.22.10	Depositary Nominee must notify Holders of FDIs of their rights	59
13.22.11	Depositary Nominee may call for a poll	60
13.22.12	Meetings of Holders of FDIs	60
13.22.13	Liability of Depositary Nominee	60
13.23	DEPOSITARY NOMINEE DEALING IN PARTICIPATING INTERNATIONAL FINANCIAL PRODUCTS	60
13.23.1	Right of Depositary Nominee to deal in Participating International Financial Products	60
13.23.2	Depositary Nominee to acquire Participating International Financial Products	61
13.23.3	Depositary Nominee not to hold Participating International Financial Products beneficially	61
13.24	SUSPENSION OF TRANSMUTATION AND RECORDING OF FDIs	61
13.24.1	Depositary Nominee may give a suspension notice	61
13.24.2	Certain obligations of Depositary Nominee cease to apply	61
13.24.3	Dealing with Participating International Financial Products during a suspension period	62
13.25	TAX LAWS	62
13.25.1	Depositary Nominee to company with Tax laws	62
13.26	NOTICE	62
13.26.1	Notice to Holders of FDI’s	62

13.27	GENERAL INDEMNITY	62
13.27.1	Holder of FDI to indemnify Depositary Nominee	62
13.27.2	Set-off, deduction or withholding of moneys by Depositary Nominee	63
13.28	ASX SETTLEMENT APPROVAL REQUIRED FOR RTGS SETTLEMENT	63
13.28.1	FDI’s not eligible for RTGS	63
13.29	CHANGE IN CONTROLLING PARTICIPANT	63
13.29.1	Participants not party to ASX World Link Agreement	63
13.29.2	Terms and Conditions for FDI Controlling Participants	63

This Section 13 sets out the Rules governing CHESS Depositary Interests and Foreign Depositary Interests and modifies the operation of the Rules in a number of respects. CHESS Depositary Interests are units of beneficial ownership in a Principal Financial Product, registered in the name of a Depositary Nominee. They include CUFS, DIs and Government Bond Depositary Interests. Foreign Depositary Interests comprise a beneficial interest in a Participating International Financial Product held by a Depositary Nominee.

13.1	APPLICATION OF CDI RULES

13.1.1

Effect of Section 13

13.1.2

Nominee Terms in respect of Principal Financial Products other than Government Bonds

13.1.3

Government Bonds

13.2	PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PRINCIPAL FINANCIAL PRODUCTS

13.2.1

Approval of person as Principal Issuer

(a)

a class of Principal Financial Products; or

(b)

CDIs issued over a class of Principal Financial Products,

(c)

act as Principal Issuer in relation to CDIs issued or to be issued in respect of those Principal Financial Products; and

(d)

to have those CDIs approved.

13.2.2

Appointment of Depositary Nominee and issue of CDIs

(a)

appoint a Depositary Nominee for those Principal Financial Products for the purpose of complying with these Rules;

(b)

give Notice to ASX Settlement of:

(i)

the identity of the Depositary Nominee appointed by the Principal Issuer and written confirmation from the Depositary Nominee of its agreement to be appointed; and

(ii)

the Transmutation Ratio for the Principal Financial Products;

(c)

make arrangements satisfactory to ASX Settlement to enable the Principal Issuer to comply with the requirements of Rules 13.4.3 and 13.5; and

(d)

make arrangements satisfactory to ASX Settlement to issue CDIs or make them available in respect of that class of Principal Financial Products to each person who has:

(i)

an entitlement to those CDIs or Principal Financial Products; and

(ii)

where applicable, not elected to take a document of Title to those Principal Financial Products.

13.2.3

Vesting arrangements for Principal Financial Products

(a)

cause the Title to any Principal Financial Products that are to be held in the form of CDIs to be vested in the Depositary Nominee nominated by the Principal Issuer under Rule 13.2.2 to be held subject to this Section 13 and the Nominee Terms, in a manner recognised by Australian law and all applicable foreign laws;

(b)

immediately give Notice to ASX Settlement that Title to the Principal Financial Products has vested in the Depositary Nominee; and

(c)

record:

(i)

the CDIs corresponding to the Principal Financial Products on the CHESS Subregister or the Issuer Sponsored Subregister, as the case requires; and

(ii)

the information required to be recorded under these Rules in such manner as to identify each Holder of the CDIs, whether on the CHESS Subregister or the Issuer Sponsored Subregister.

13.2.4

Effective date of approval – CDIs as Approved Financial Products

13.2.5

CDIs as Approved Financial Products – transitional provision

13.3	TRANSMUTATION AND ALTERATIONS OF PRINCIPAL FINANCIAL PRODUCTS

13.3.1

Transmutation of Principal Financial Products to CDIs at Election of Holder

(a)

as soon as possible, cause Title to the quantity of Principal Financial Products specified in the Notice to be vested in the Depositary Nominee for those Principal Financial Products to be held subject to this Section 13 and the Nominee Terms;

(b)

record:

(i)

the CDIs corresponding to the Principal Financial Products on the CDI Register; and

(ii)

the information required to be recorded under these Rules in such manner as to identify each Holder of the CDIs, on the CDI Register; and

(c)

give Notice to the Holder that the Transmutation has been effected.

13.3.2

Transmutation of Principal Financial Products to CDIs for Settlement Purposes

13.3.3

Participant may initiate a Transmutation on behalf of a person

13.3.4

Circumstances in which Depositary Nominee may refuse to accept a transfer of Principal Financial Products

(a)

if the Depositary Nominee forms the view, or is notified by the Principal Issuer, ASX Settlement or an Approved Clearing House, that such acceptance would or might result in the contravention of any applicable law; or

(b)

if such action is deemed necessary or advisable by the Depositary Nominee at any time:

(i)

because of a direction given to the Depositary Nominee or its Related Bodies Corporate by any governmental agency or regulatory or supervisory authority, a market or an Approved Clearing House;

(ii)

because the Depositary Nominee reasonably considers in its discretion that this is required to comply with its Australian financial services licence obligations or any requirement of any such agency, authority, market or Approved Clearing House; or

(iii)

if acceptance of the Principal Financial Products may require the Depository Nominee to obtain an approval, licence or other registration from or with any such agency, authority, market or Approved Clearing House,

13.4	CONSEQUENCES OF VESTING TITLE IN DEPOSITARY NOMINEE

13.4.1

Trust for Holders of CDIs

13.4.2

Identification of CDI Holders

(a)

in accordance with Rule 13.2.3, the Principal Issuer has recorded the person in the CDI Register as the holder of CDIs for those Principal Financial Products; or

(b)

under Rule 13.3.1, the person is the former Holder of the Principal Financial Products to which the CDIs relate, or that person's nominee.

13.4.3

Immobilisation of Principal Financial Products

(i)

where a Certificate is issued as evidence of Title to those Financial Products, make arrangements satisfactory to ASX Settlement for any Certificate representing its holding of Principal Financial Products to be held by the Principal Issuer for safekeeping; or

(ii)

where the Financial Products are held on account in an Approved Clearing House, ensure that a Segregated Account is maintained in respect of those Financial Products, which must constitute the Principal Register for the purposes of these Rules;

(b)

not dispose of any of those Principal Financial Products unless authorised by these Rules; and

(c)

not create any interest (including a security interest) which is inconsistent with the Title of the Depositary Nominee to the Principal Financial Products and the interests of the Holders of CDIs in respect of the Principal Financial Products, other than any interest which routinely arises under the rules of a relevant Approved Clearing House or in connection with the appointment by the Depositary Nominee of a custodian to hold the Principal Financial Products, unless authorised by these Rules.

13.5	REGISTERS AND PROCESSING OF TRANSFERS AND TRANSMUTATIONS

13.5.1

Issuer to establish and maintain Principal Register and CDI Register

(a)

Where the Principal Issuer is a company:

(i)

a Principal Register that properly records the interest of the Depositary Nominee in its Financial Products; and

(ii)

a CDI Register that contains all of the information that would otherwise be required to be kept under the Corporations Act if the Principal Issuer were an Australian listed public company and the CDI Register were a register of members of that company; or

(b)

Where the Principal Issuer is a Government Bond Issuer:

(i)

a Principal Register; and

(ii)

a CDI Register.

13.5.2

Reconciliation of Registers

(a)

the total number of CDIs on the CDI Register reconciles to the total number of Principal Financial Products registered in the name of the Depositary Nominee on the Principal Register and taking into account the Transmutation Ratio, or as otherwise specified in the Procedures; and

(b)

where applicable, it has one or more Certificates registered in the name of the Depositary Nominee in its possession which represent the same number of Principal Financial Products as are registered in the name of the Depositary Nominee on the Principal Register.

13.5.3

Right of Inspection of CDI Register

13.5.4

Issuer Sponsored Subregisters and CHESS Subregisters for CDIs

(a)

an Issuer Sponsored Subregister; and

(b)

a CHESS Subregister,

13.5.5

Third Party Provider as Agent – [Deleted]

13.5.6

Agents of Principal Issuer

13.5.7

Depositary Nominee obliged to ensure information is provided to Principal Issuer

13.5.8

Power of Attorney

(a)

to execute any transfer for the purposes of Rule 13.3; and

(b)

to do all things necessary or desirable to give full effect to the rights and obligations of the Depositary Nominee in Section 13, including (but not limited to) in connection with vesting Title to Principal Financial Products in the Depositary Nominee, administering Corporate Actions and taking other actions in accordance with rule 13.6, the appointment of proxies, the revocation of a trust under which the Depositary Nominee holds a Principal Financial Product and the giving of notices to Holders and other persons,

13.5.9

Delegation by Principal Issuer under Power of Attorney

(a)

delegate its powers to any person for any period;

(b)

at its discretion, revoke any such delegation; and

(c)

exercise or concur in exercising any power despite the Principal Issuer or a delegate of the Principal Issuer having a direct or personal interest in the mode or result of the exercise of that power.

13.5.10

Indemnity

(a)

the relevant Depositary Nominee;

(b)

ASX Settlement; and

(c)

each Participant,

13.5.11

ASX Settlement holds benefit of warranties for Depositary Nominee – [Deleted]

13.5.12

Principal Issuer and Depositary Nominee not to interfere in Transfer and Transmutation

(a)

a paper-based transfer of Principal Financial Products;

(b)

a Transfer of CDIs;

(c)

a Transmutation of Principal Financial Products to CDIs;

(d)

a Transmutation of CDIs to Principal Financial Products;

(e)

a shunt from a DI register to a Principal Register; or

(f)

a shunt from a Principal Register to a DI register.

13.5.13

No Notice of Unregistered Interests

(a)

if the CDI ceases to be an Approved Financial Product or the CDI is in respect of a class of Principal Financial Products for which the approval under Rule

(b)

in the circumstances set out in the Nominee Terms in respect of the relevant Depositary Nominee.

(i)

the Depositary Nominee holds the Principal Financial Products and any other relevant property on trust for distribution to each Holder of CDIs and otherwise on the same terms as far as practicable as it held the Principal Financial Products and other relevant property before such revocation of trust;

(ii)

the Depositary Nominee may continue to hold on trust for the relevant Holder of CDIs the Principal Financial Products and any other relevant property for any period determined by the Depositary Nominee instead of distributing that property to the Holder of CDIs and, in doing so, the Depositary Nominee will not be liable for any loss, cost, damage or expense suffered by the Holder of CDIs (except where such loss, cost, damage or expense is directly caused by the Depositary Nominee’s actual fraud or dishonesty); and

(iii)

the Depositary Nominee may appoint a custodian or agent (including a paying agent), which may be the Principal Issuer, for the purpose of holding Principal Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.5A.2(c)) or performing any of its duties relating to the distribution or holding of property or for any other purpose for which a trustee may appoint an agent. Where the Depositary Nominee proposes to appoint a custodian or agent, the Principal Issuer may nominate a custodian or agent for consideration by the Depositary Nominee.

(a)

the Depositary Nominee may notify the affected Holders of CDIs in accordance with the Procedures of a procedure by which the Principal Financial Products and any other relevant property will be distributed to Holders;

(b)

subject to any law or rule of any financial market where the Principal Financial Products are listed or quoted, the Principal Issuer must use all reasonable endeavours to assist the Depositary Nominee to distribute the Principal Financial Products and any other relevant property to Holders of CDIs in accordance with the procedure notified by the Depositary Nominee; and

(c)

if the Depositary Nominee, after taking any steps specified in the Procedures, has been unable to distribute the Principal Financial Products and any other relevant property to a Holder of CDIs, then the Depositary Nominee:

(i)

may sell the Principal Financial Products and any other relevant property and, subject to any right of indemnity exercisable by the Depositary Nominee, hold the net proceeds (taking into account all costs, expenses and fees (including currency conversion and brokerage fees)) on trust for distribution to the Holder of CDIs. The Holder of those CDIs has a vested and indefeasible interest in, and is absolutely entitled to, such net proceeds; and

(ii)

may, after any period specified by law for holding unclaimed moneys, remit those monies to a regulatory authority in accordance with relevant law.

(a)

sell, dispose of, transfer or otherwise deal with the Principal Financial Products and any other relevant property to any person including without limitation to an associate of any of the Principal Issuer, the Holder of CDIs or the Depositary Nominee;

(b)

effect any sale by a single contract or in separate lots or parcels or in any other manner that the Depositary Nominee may think fit, with power to the Depositary Nominee to apportion the sale price and all costs, expenses, purchase money and fees (including currency conversion and brokerage fees) between the Principal Financial Products so dealt with, provided the apportionment is fair and equitable;

(c)

subject to any contrary rule of law or equity, allow a purchaser of the Principal Financial Products any time for payment of the whole or any part of the purchase money either with interest at any rate or without interest and either upon the security of the property sold or any part or upon any other security or without any security and the conditions of sale may include such special conditions as the Depositary Nominee may think fit; or

(d)

sign deeds of sale with respect to the sale of any Principal Financial Product and any other relevant property, and execute any other documents as may be required to transfer the rights of such Principal Financial Products or any other relevant property.

(a)

the exercise of that power does not involve on the part of the Depositary Nominee:

(i)

incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and

(ii)

any breach of duty or trust whatsoever, unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and

(b)

the Depositary Nominee has no liability to any Holder for any delay in the sale of any property or any failure to obtain a particular price for any Principal Financial Products and any other relevant property or for obtaining different prices on different Principal Financial Products or other property sold pursuant to these Rules, or for any failure to obtain a particular rate for any currency conversion.

(a)

the Depositary Nominee may appoint one or more persons whom the Depositary Nominee determines to be properly qualified to act as the custodian or agent in respect of the Principal Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.5A.2(c)) (“Relevant Property”);

(b)

the Depositary Nominee and the custodian or agent must execute a written agreement setting out the terms and conditions in relation to the appointment of the custodian or agent which provides among other things:

(i)

a representation from the custodian or agent to the Depositary Nominee that it has the skill, facilities, capacity and staff to carry out the duties of a custodian or agent;

(ii)

a representation that the custodian or agent agrees to follow any proper instructions or communications from the Depositary Nominee or any relevant regulatory authority in relation to the transfer, disposal or remittance of the Relevant Property;

(iii)

for such other matters that by law are required to be specified in the written agreement between the Depositary Nominee and the custodian or agent;

(c)

any consideration or fees applying to the provision of custodian or agency services under this Rule 13.5A may be deducted from the Relevant Property by the custodian or agent (or as otherwise determined in accordance with the relevant custody or agency agreement referred to in this Rule 13.5A); and

(d)

where the Depositary Nominee appoints a custodian or agent in accordance with this clause 13.5A:

(i)

the exercise of that power does not involve on the part of the Depositary Nominee incurring any personal liability in connection with that exercise or its consequences;

(ii)

the Depositary Nominee will not be liable for any acts or omissions of any person who acts as its custodian or agent, nor will the exercise of its powers give rise to any breach of duty or trust whatsoever,

13.6	CORPORATE ACTIONS IN RELATION TO PRINCIPAL FINANCIAL PRODUCTS OTHER THAN GOVERNMENT BONDS

13.6.1

Application of Rules

13.6.2

Distribution of Dividends to Holders of CDIs

13.6.3

Direction and Acknowledgment by Depositary Nominee

(a)

the Principal Issuer's constitution; and

(b)

all laws governing the entitlement to dividends of a Depositary Nominee of the Principal Issuer,

13.6.4

Discharge of Principal Issuer's obligation to pay dividend to Depositary Nominee

13.6.5

Payments or distributions

13.6.6

Payment Obligations

13.6.7

Corporate Actions

(a)

Subject to paragraph (d), if CDIs in respect of a class of Principal Financial Products are approved under Rule 13.2, the Principal Issuer must administer all Corporate Actions that result in:

(i)

the Issue of additional or replacement Financial Products in respect of the Principal Financial Products; or

(ii)

the cancellation, buy back or other reduction in number by whatever means of the Principal Financial Products (whether in whole or part),

(b)

If the benefits conferred in the Corporate Action are additional or replacement Financial Products as described in paragraph (a)(i), the Principal Issuer must ensure that those Financial Products are vested in the Depositary Nominee as Holder of the Principal Financial Products and the benefits are distributed to Holders of CDIs in the form of CDIs corresponding to those Principal Financial Products.

(c)

The Principal Issuer must ensure that the benefit of Corporate Actions is conferred on Holders of CDIs in proportions determined by the Transmutation Ratio.

(d)

If:

(i)

the laws of the Principal Issuer’s jurisdiction of incorporation do not permit the Principal Issuer to administer a Corporate Action as if each Holder of CDIs with respect to the Depositary Nominee's Holding is the Holder of a corresponding number of Principal Financial Products in the manner described in paragraph (a); and

(ii)

the Principal Issuer has:

(A)

so notified ASX Settlement in writing;

(B)

given ASX Settlement:

a.

written details of an alternative proposal (“Alternative Proposal”) under which the number of Principal Financial Products held by the Depositary Nominee (when adjusted in accordance with the Alternative Proposal), combined with any other benefits (if any) to be conferred on the Depositary Nominee pursuant to the Alternative Proposal (such as cash), will result in each CDI Holder being placed as nearly as practicable in the same economic position as a result of the Corporate Action as if the Principal Issuer had administered the Corporate Action in the manner described in paragraph (a); or

b.

if the laws of the Principal Issuer’s jurisdiction of incorporation require the Corporate Action, so far as it concerns the Depositary Nominee and the Holders of CDIs with respect to the Depositary Nominee’s Holding, to be administered having regard only to the Depositary Nominee’s holding of Principal Financial Products at that time, to the exclusion of all other considerations, and such laws do not admit of any alternative proposal under which the interests of Holders of CDIs with respect to the Depositary Nominee’s Holding may be taken into account (including, without limitation, by the payment of cash consideration in lieu of any additional CDIs to which the Holders of CDIs would have been entitled if the Principal Issuer had administered the Corporate Action in the manner described in paragraph (a)), a statement to that effect (“Statement”);

(C)

provided an undertaking to ASX Settlement that it has disclosed the details of the Corporate Action (including details of any Alternative Proposal or Statement, as applicable) to Holders of CDIs in accordance with all applicable laws; and

(D)

provided to ASX Settlement any additional information or documents which ASX Settlement requests for the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable) including, without limitation, a legal opinion satisfactory to ASX Settlement confirming the matters referred to in paragraph (d)(i) and such other matters related to the Corporate Action and the Alternative Proposal or Statement (as applicable) as ASX Settlement in its discretion may nominate; and

(iii)

ASX Settlement has confirmed in writing its acceptance of the Alternative Proposal or Statement (as applicable),

(iv)

the Corporate Action is administered in accordance with the Alternative Proposal or Statement (as applicable); and

(v)

the Holding of each Holder of CDIs is adjusted as a result of the Corporate Action accordingly.

(vi)

endorse, promote or otherwise support the Alternative Proposal or Statement;

(vii)

express any view about the merits or the correctness of the legal and factual basis of the Alternative Proposal or Statement or any other matter connected with them; or

(viii)

accept any liability in connection with the Corporate Action, Alternative Proposal or Statement.

13.6.8

Dividend Reinvestment and Bonus Share Plans

(a)

make available to Holders of CDIs, based on relevant Cum Entitlement Balances as at End of Day on the Record Date for determining entitlements, all benefits and entitlements arising under the dividend reinvestment scheme or bonus share plan, as the case requires;

(b)

distribute all benefits and entitlements arising under the dividend reinvestment scheme or bonus share plan, as the case requires, to Holders of CDIs in proportions determined by the Transmutation Ratio;

(c)

ensure that any right under such a plan to elect to receive financial products rather than cash is exercised by Holders of CDIs rather than the Depositary Nominee; and

(d)

if a Holder of CDIs elects to receive financial products, issue Principal Financial Products to the Depositary Nominee and distribute corresponding CDIs to the Holder of CDIs.

13.6.9

Exercise of Holder rights

13.6.10

Fractional Entitlements

(a)

Subject to paragraph (b), if a Corporate Action would give Holders of CDIs a fractional entitlement to additional or replacement Principal Financial Products (if they held Principal Financial Products directly), the Principal Issuer must ensure that:

(i)

the number of additional or replacement Principal Financial Products issued to the Depositary Nominee is calculated as if each Holder of CDIs with respect to the Depositary Nominee’s Holding is a Holder of a corresponding number of Principal Financial Products; and

(ii)

Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated.

(b)

If:

(i)

the laws of the Principal Issuer’s jurisdiction of incorporation do not permit the Principal Issuer to calculate the number of additional or replacement Principal Financial Products issued to the Depositary Nominee in the manner described in paragraph (a)(i) and to ensure that Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated; and

(ii)

the Principal Issuer has:

(A)

so notified ASX Settlement in writing;

(B)

given ASX Settlement:

a.

written details of an alternative proposal (“Alternative Proposal”) under which the number of additional or replacement Principal Financial Products issued to the Depositary Nominee, combined with any other benefits (if any) to be conferred on the Depositary Nominee pursuant to the Alternative Proposal (such as cash), will result in each CDI Holder receiving as nearly as practicable the same economic benefit as a result of the Corporate Action as if the number of additional or replacement Principal Financial Products issued to the Depositary Nominee had been calculated in the manner described in paragraph (a)(i) and the Principal Issuer had ensured that Holders of CDIs received additional or replacement CDIs reflecting the entitlements so calculated; or

b.

if the laws of the Principal Issuer’s jurisdiction of incorporation require the number of additional or replacement Principal Financial Products issued to the Depositary Nominee to be calculated having regard only to the Depositary Nominee’s holding of Principal Financial Products at that time, to the exclusion of all other considerations, and such laws do not admit of any alternative proposal under which the interests of Holders of CDIs with respect to the Depositary Nominee's Holding may be taken into account (including, without limitation, by the payment of cash consideration in lieu of such additional or replacement CDIs as the Holders of CDIs would have received if the number of additional or replacement Principal Financial Products issued to the Depositary Nominee had been calculated in the manner described in paragraph (a)(i)), a statement to that effect (“Statement”);

(C)

provided an undertaking to ASX Settlement that it has disclosed the details of the Corporate Action (including details of any Alternative Proposal or Statement, as applicable) to Holders of CDIs in accordance with all applicable laws; and

(D)

provided to ASX Settlement any additional information or documents which ASX Settlement requests for the purpose of evaluating the Corporate Action (as it affects CDI Holders) and the Alternative Proposal or Statement (as applicable) including, without limitation, a legal opinion satisfactory to ASX Settlement confirming the matters referred to in paragraph (b)(i) and such other matters related to the Corporate Action and the Alternative Proposal or Statement (as applicable) as ASX Settlement in its discretion may nominate; and

(iii)

ASX Settlement has confirmed in writing its acceptance of the Alternative Proposal or Statement (as applicable),

(iv)

the number of additional or replacement Principal Financial Products issued to the Depositary Nominee is calculated in accordance with the Alternative Proposal or Statement (as applicable); and

(v)

Holders of CDIs receive additional or replacement CDIs reflecting the entitlements so calculated.

(vi)

endorse, promote or otherwise support the Alternative Proposal or Statement;

(vii)

express any view about the merits or the correctness of the legal and factual basis of the Alternative Proposal or Statement or any other matter connected with them; or

(viii)

accept any liability in connection with the Corporate Action, Alternative Proposal or Statement.

(a)

the Depositary Nominee receives Principal Financial Products in connection with a Corporate Action; and

(b)

following receipt of the Principal Financial Products, the Depositary Nominee’s Holding of Principal Financial Products exceeds the aggregate of each CDI Holder’s entitlement to a whole number of Principal Financial Products,

13.6.11

General Direction and Acknowledgment by Depositary Nominee

(a)

is taken to have directed the Principal Issuer to administer all Corporate Actions of the Principal Issuer in the manner provided in these Rules; and

(b)

acknowledges that compliance with these Rules discharges the Principal Issuer's obligation to make the benefit of a Corporate Action available to the Depositary Nominee.

13.6.12

Transmutations of Financial Products and associated Entitlements

13.6.13

Divestment of small Holdings

(a)

in accordance with the Listing Rules, a Holder of less than a specified number of Principal Financial Products can be subject to divestment or sale of those Principal Financial Products by the Principal Issuer; and

(b)

a Holder of CDIs would be subject to divestment or sale if it held the corresponding number of Principal Financial Products directly,

13.6.14

Depositary Nominee may consent to sale or divestment

13.6.15

Principal Issuer must distribute proceeds

13.6.16

Indemnity by Principal Issuer

13.6.17

Liability of Depositary Nominees

(a)

a Principal Issuer;

(b)

Holders of CDIs; or

(d)

a Depositary Nominee has no liability to pass to any person a better interest in any Financial Product than it has.

(e)

the Principal Issuer is responsible for the payment of all Entitlements in respect of a Principal Financial Product or CDI.

(a)

a Government Bond Issuer;

(b)

Holders of Government Bond Depositary Interests; or

(c)

any person claiming an interest in a Government Bond or Government Bond Depositary Interest,

(d)

A Depositary Nominee has no liability to pass to any person a better interest in any Financial Product than it has.

(e)

A Depositary Nominee has no liability as an Issuer in relation to Entitlements in respect of a Government Bond. It is acknowledged that the Government Bond Issuer is responsible for the payment of all Entitlements in respect of a Government Bond and Government Bond Depositary Interest.

13.7

TAKEOVERS

13.7.1

Depositary Nominee to accept only if authorised by Holders of CDIs

13.7.2

Acceptance with respect to Holders of CDIs on CHESS Subregister

(a)

Principal Financial Products are held by a Depositary Nominee; and

(b)

the corresponding CDIs are held on a CHESS Subregister,

13.7.3

Acceptance with respect to Holders of CDIs on Issuer-Sponsored Subregister

(a)

Principal Financial Products are held by a Depositary Nominee; and

(b)

corresponding CDIs are held on the Issuer Sponsored Subregister,

(c)

as soon as possible after the date of receipt of the takeover offer from the offeror, send to each Holder of CDIs registered on the CDI Register at the date of the offer, copies of the offer documentation, together with any other documents sent to target holders of the Principal Financial Products; and

(d)

ensure that the offer documentation sent to Holders of CDIs includes a Notice in a form acceptable to ASX Settlement in accordance with the Procedures.

13.7.4

Processing of acceptances from Holders of CDIs

(a)

the offeror receives and processes acceptances from Holders of CDIs or appoints a receiving agent in Australia to receive and process acceptances with respect to Holders of CDIs on the Issuer Sponsored Subregister; and

(b)

either the offeror or the offeror's receiving agent provides the Depositary Nominee with a clear statement of the number of Principal Financial Products held by the Depositary Nominee with respect to which acceptances of Holders of CDIs have been received, in sufficient time to enable the Depositary Nominee to lodge a valid acceptance of the offer with the offeror as holder of the Principal Financial Products.

13.7.5

Liability of Depositary Nominee

(a)

the Principal Issuer;

(b)

Holders of Principal Financial Products;

(c)

Holders of CDIs;

(d)

any person claiming an interest in Principal Financial Products or CDIs; or

(e)

the takeover offeror,

(f)

acts contrary to a statement of a receiving agent given under Rule 13.7.4(b) or contrary to the information supplied to it by ASX Settlement regarding takeover acceptances with respect to Holdings on the CHESS Subregister for the CDIs;

(g)

acts in breach of these Rules; or

(h)

negligently fails to lodge the acceptance or acceptances before the close of the offer period.

13.8	VOTING ARRANGEMENTS

13.8.1

Interpretation

(a)

in respect of a share, constitution as defined in the Corporations Act; or

(b)

in respect of a Financial Product other than a share, the document or legislation which creates the right for a holder of Financial Products to attend and vote at meetings of holders of Financial Products of that class and to appoint proxies in respect of that voting.

13.8.2

Principal Issuer to notify Holders of CDIs

Note:

this Rule 13.8.2 is intended to cover the means by which a notice of meeting may be given under section 249J of the Corporations Act.

13.8.3

Holders of CDIs may give Directions to Depositary Nominee

(a)

appoint more than one proxy for the purpose of voting at a meeting of the Principal Issuer; and

(b)

cast different proxy votes for different parts of the Holding.

13.8.4

Proxies to indicate results of resolution

13.8.5

Determining the number of Financial Products for each proxy

(a)

taking the number of CDIs in favour of the resolution;

(b)

taking the number of CDIs against the resolution;

(c)

applying the transmutation ratio to those CDIs; and

(d)

entering the resultant number of Principal Financial Products on the appropriate proxy.

13.8.6

Depositary Nominee appointing a single proxy

(a)

take the number of CDIs in favour of the resolution;

(b)

take the number of CDIs against the resolution;

(c)

determine the net voting position either in favour of or against the resolution;

(d)

apply the transmutation ratio to those CDIs; and

(e)

accordingly enter the resultant number of Principal Financial Products on the proxy.

13.8.7

Voting instructions by Depositary Nominee

13.8.8

Depositary Nominee to appoint Holders of CDIs as proxy

(a)

the constitution of the Principal Issuer allows the Depositary Nominee to appoint Holders of CDIs or a person nominated by a Holder of CDIs as its proxy; and

(b)

the Holder of CDIs has informed the Principal Issuer that the Holder wishes to nominate another person to be appointed as the Depositary Nominee’s proxy.

13.8.9

Principal Issuer must notify Holders of CDIs of their Rights

(a)

include with the Notice of meeting given under Rule 13.8.2 a Notice in a form acceptable to ASX Settlement in accordance with the Procedures; and

(b)

make appropriate arrangements to:

(i)

collect and process any directions by Holders of CDIs;

(ii)

provide the Depositary Nominee with a report in writing that clearly shows how the Depositary Nominee must exercise its right to vote by proxy at the meeting, in sufficient time to enable the Depositary Nominee to lodge a proxy for the meeting; and

(iii)

where a Holder of CDIs, or a person nominated by a Holder of CDIs, is to be appointed the Depositary Nominee’s proxy in accordance with Rule 13.8.8, collect and process all relevant proxy forms in sufficient time to enable the Depositary Nominee to lodge a proxy or proxies for the meeting.

13.8.10

Depositary Nominee to call for a poll

13.8.11

Meetings of Holders of CDIs

(a)

the meeting may be convened by the directors or other governing body, as the case requires, of the Principal Issuer to which the CDIs relate, or in any other manner in which a meeting of holders of Financial Products of the Principal Issuer may be convened under the law of the place of formation of the Principal Issuer;

(b)

the rights of Holders of CDIs to appoint a proxy, to vote on a show of hands, to call for a poll and vote on a poll must be determined as if the meeting were a meeting of holders of Financial Products of the Principal Issuer;

(c)

the requirements for Notice of the meeting and the rules and procedures for a meeting of Holders of CDIs must be the requirements, rules and procedures that would apply to a meeting of holders of Financial Products of the Principal Issuer.

13.8.12

Liability of Depositary Nominees

(a)

the Principal Issuer;

(b)

Holders of Principal Financial Products;

(c)

Holders of CDIs; or

(d)

any person claiming an interest in Principal Financial Products or CDIs,

(e)

acts contrary to a report of the Principal Issuer given under Rule 13.8.9(b)(ii);

(f)

acts in breach of these Rules; or

(g)

negligently fails to vote or lodge forms of proxy before the close of the period within which proxies for the meeting may be lodged.

(a)

all original documents in its possession relating to the relevant Principal Financial Products; and

(b)

any transfers, requests, notices of assignment or other documents to record the transfer of such Principal Financial Products to the Successor Depositary Nominee, which the Successor Depositary Nominee reasonably requests.

13.9	SPECIFIC MODIFICATIONS TO RULES

13.9.1

Modifications

(a)

Rule 8.1 does not apply.

(b)

Rule 8.2.1(a) is varied by the insertion of the words " or CDIs that are to be approved under Rules 13.1 to 13.13;" after Rule" 8.1".

(c)

Rules 8.6.4 and 8.6.5 should be read as if references to the "Commission" were references to "ASX Settlement" and references to the "Corporations Act" were references to "these Rules".

(d)

The provisions of Rule 8.12 are modified by the provisions of Rules 13.9.2 to

(e)

Rule 5.2.1 is amended by insertion of the words "or CDIs that are to be approved under Rules 13.1 to 13.13" after "8.1" in Rule 5.2.1.

(f)

Rules 5.2.2 and 5.4.1 do not apply to CDIs in respect of a class of Principal Financial Products that is Approved under Rules 13.1 to 13.13.

(g)

Rule 5.4.2 is to be read as if the following provision is added to the end of Rule 5.4.2, "A Principal Issuer may not cease to operate its Issuer Sponsored Subregister unless ASX Settlement agrees in writing."

(h)

Rule 5.9 only applies where a Transfer is initiated by a Participant which has the effect of a Conversion.

(i)

Rules 5.13.1 and 5.13.3 are modified so that the references to "total issued capital" must be read as references to " total number of CDIs".

(j)

The provisions of Section 14 are taken to apply to CDIs as if the CDIs were Financial Products in an Australian listed public company and the takeover bid with respect to the Principal Financial Products was a takeover under the Corporations Act. For the avoidance of doubt, this subparagraph (j) does not apply to Principal Financial Products that are Government Bonds.

(k)

The provisions of Section 12 do not apply to a Government Bond Issuer that is the Australian Government.

13.9.2

CDI to Principal Financial Product Transmutation

13.9.3

Actions of ASX Settlement

(a)

deduct the number of CDIs specified in the Originating Message from the Source Holding; and

(b)

Transmit a Message to the Principal Issuer to transfer Principal Financial Products in accordance with the Originating Message.

13.9.4

Principal Issuer to generate Trustee Transfer Forms

(a)

generate a Trustee Transfer Form in accordance with the Procedures; and

(b)

register that Transfer in the Principal Register.

13.9.5

Time at which Transfer takes effect

13.9.6

Authority of Holder of CDI required

13.9.7

Principal Financial Product to CDI Transmutation

(a)

lodges a properly completed document of Transfer and Certificate or Marked Transfer with the Principal Issuer within the Scheduled Time; and

(b)

Transmits a Valid Originating Message to ASX Settlement in accordance with the Procedures.

13.9.8

ASX Settlement to request Principal Issuer to authorise the Transmutation

(a)

Transmit to the Principal Issuer a Message requesting the Principal Issuer to authorise the Transmutation of Principal Financial Products to CDIs in accordance with that Originating Message; and

(b)

specify the Registration Details in the Message to the Issuer to enable the Issuer to validate the Registration Details, where applicable.

13.9.9

Principal Issuer to process the Transfer

(a)

a properly completed document of Transfer and Certificate or Marked Transfer; and

(b)

a Valid Message under Rule 13.9.8 from ASX Settlement pursuant to an Originating Message,

(c)

enter the Transfer in the Principal Register;

(d)

Transmit a Message to ASX Settlement to Transfer the Financial Products in accordance with the Originating Message; and

(e)

in the case of a Message requesting the Principal Issuer to authorise a Transfer where the Transfer has the effect of a Conversion, ensure the Registration Details specified in the Message for the Target Holding match the Registration Details maintained by the Principal Issuer for the Source Holding.

13.9.10

ASX Settlement to enter Financial Products into Target Holding

13.9.11

Conditions for Issuer's authorisation of a Transfer not met

(a)

reject the Message; and/or

(b)

return the properly completed document of Transfer and Certificate or Marked Transfer to the Participant that lodged it without entering the Transfer in the Principal Register,

13.9.12

Time at which Transfer takes effect

13.9.13

ASX Settlement may purge unactioned Messages

13.10

SHUNTING BETWEEN REGISTERS

13.10.1

Shunt from DI register to Principal Register

13.10.2

Shunt from Principal Register to DI register

13.11

TAX LAWS

13.11.1

Principal Issuer to comply with Tax laws

(a)

comply with all applicable Tax laws as agent and attorney of the Depositary Nominee;

(b)

ensure that the Depositary Nominee complies with all applicable Tax laws, including to uphold the absolute entitlement of a Holder of CDIs to the Principal Financial Products; and

(c)

not do any act or thing which creates a Tax liability, or not omit to do any act or thing, the omission of which creates a Tax liability, which must be discharged by the Depositary Nominee, unless provision has been made for the discharge of the liability by some person other than the Depositary Nominee.

13.12

NOTICE

13.12.1

Notice to Holders of CDI’s

13.13

GENERAL INDEMNITY AND EXCLUSION OF LIABILITY

13.13.1

Principal Issuer to indemnify the Depositary Nominee

(a)

CDIs;

(b)

its capacity as holder of Principal Financial Products;

(c)

any act done, or required to be done, by the Principal Issuer (whether or not on behalf of the Depositary Nominee) under Rules 13.1 to 13.13 of the Rules; and

(d)

any act otherwise done or required to be done by the Depositary Nominee under Rules 13.1 to 13.13 of the Rules.

13.13.2

Exclusion of liability

(a)

shall have no duties or obligations except those expressly set out in the Nominee Terms and these Rules;

(b)

may apply to a court for directions as to any matter arising in connection with the exercise of its powers and functions under these Rules, and shall not be responsible for any delay arising as a result;

(c)

will only be considered to have knowledge, awareness or notice of a thing, or grounds to believe any thing, by virtue of the officers of the Depositary Nominee having day to day responsibility for the holding the Principal Financial Products in accordance with these Rules and the Nominee Terms having actual knowledge, actual awareness or actual notice of that thing, or grounds to believe that thing (and similar references will be interpreted in this way).

13.14

APPLICATION AND SCOPE OF FDI RULES

13.14.1

Effect of Rules 13.14 to 13.29

13.15

PREREQUISITES FOR SETTLEMENT OF INSTRUCTIONS IN PARTICIPATING INTERNATIONAL FINANCIAL PRODUCTS

13.15.1

Declaration of Participating International Financial Products

(a)

ASX Settlement has given Notice to the Depositary Nominee of those financial products;

(b)

the Depositary Nominee agrees to hold the financial products on behalf of, and in accordance with its arrangements with, persons entitled to those financial products and to record FDIs on the FDI Register;

(c)

ASX Settlement is satisfied that the Depositary Nominee is capable of complying with Rules 13.14 to 13.29;

(d)

ASX Settlement is satisfied that arrangements are made for the Depositary Nominee to comply with the requirements of Rule 13.18.3 and 13.19.4; and

(e)

ASX Settlement is satisfied that transactions in those financial products may be settled in CHESS by means of FDIs.

13.15.2

FDIs as Approved Financial Products

13.15.3

Effective date of approval of FDIs

13.15.4

FDIs as Approved Financial Products – transitional provision

13.16

VESTING OF TITLE OR OTHER INTERESTS IN THE DEPOSITARY NOMINEE

13.16.1

Vesting arrangements

(a)

Title to Participating International Financial Products; or

(b)

an Other Interest in Participating International Financial Products (in which case, “Title” in these Rules 13.14 to 13.29 includes a reference to such Other Interest).

13.16.2

Recording FDIs on the FDI Register

(a)

give Notice to ASX Settlement that Title to the Participating International Financial Products has vested in the Depositary Nominee; and

(b)

record:

(i)

the number of FDIs corresponding to the Participating International Financial Products on the FDI Register; and

(ii)

the information required to be recorded under these Rules in such manner as to identify each Holder of the FDIs on the FDI Register.

13.16.3

Transfers of Participating International Financial Products

(a)

cause Title to the quantity of the Participating International Financial Products to be transferred in accordance with the arrangements with the Holder of FDIs;

(b)

remove the number of FDIs corresponding to the Participating International Financial Products and if the transfer is for the total number of FDIs for that Holder the name of the Holder from the FDI Register; and

(c)

give notice to the Holder of FDIs that the transfer of Participating International Financial Products has been effected.

13.16.4

Receipt of non Participating International Financial Products

(a)

not record FDIs corresponding to those financial products on the FDI Register unless those financial products are declared to be Participating International Financial Products under Rule 13.15; and

(b)

transfer the financial products to the person entitled to those financial products or to its designated agent or nominee.

13.16.5

Disposal of non Participating International Financial Products

13.17

TRANSMUTATION

13.17.1

Transmutation of Participating International Financial Products to FDIs

13.17.2

Actions of Depositary Nominee

(a)

cause Title to the quantity of Participating International Financial Products specified in the Notice to be vested in the Depositary Nominee;

(b)

record:

(i)

the FDIs corresponding to the Participating International Financial Products on the FDI Register; and

(ii)

the information required to be recorded under these Rules in such manner as to identify each Holder of FDIs on the FDI Register; and

(c)

give Notice to the person that the Transmutation has been effected.

13.17.3

Transmutation of FDIs to Participating International Financial Products

13.17.4

Actions of Depositary Nominee

(a)

cause Title to the quantity of the Participating International Financial Products specified in the Notice to be vested in the Holder of FDIs or its designated agent or nominee;

(b)

remove the number of FDIs corresponding to the Participating International Financial Products and if the Notice is for the total number of FDIs for that Holder the name of the Holder from the FDI Register; and

(c)

give notice to the Holder of FDIs that the Transmutation has been effected.

13.17.5

Participant may initiate a Transmutation on behalf of a person

13.17.6

Transmutation by Depositary Nominee

(a)

3 Business Days prior to effecting the Transmutation, send a Notice to the Holder of FDIs;

(b)

as soon as reasonably practicable, cause Title to the quantity of Participating International Financial Products specified in the Notice to be vested in the Holder or its designated agent or nominee;

(c)

remove the number of FDIs corresponding to the Participating International Financial Products and if the Notice is for the total number of FDIs the name of the Holder from the FDI Register; and

(d)

give Notice to the Holder that the Transmutation has been effected in accordance with this Rule 13.17.6.

13.18

CONSEQUENCES OF VESTING TITLE IN THE DEPOSITARY NOMINEE

13.18.1

Trust for Holders of FDIs

13.18.2

Identification of Holders of FDIs

(a)

in accordance with these Rules, the Depositary Nominee has recorded the person in the FDI Register as the Holder of FDIs for the corresponding Participating International Financial Products;

(b)

in accordance with Rule 13.16.2, the person is entitled to be registered as the Holder of FDIs for the corresponding Participating International Financial Products (in which case, a reference to “Holder” in these Rules 13.14 to 13.29 includes a reference to such persons); or

(c)

under Rules 13.17.1 and 13.17.2, the person is the former holder of Participating International Financial Products to which the FDIs relate, or that person’s designated agent or nominee (in which case, a reference to “Holder” in these Rules 13.14 to 13.29 includes a reference to such persons).

13.18.3

Immobilisation of Participating International Financial Products

(a)

where a Certificate is issued as evidence of Title to those Participating International Financial Products, make arrangements satisfactory to ASX Settlement for any Certificate representing its holding of Participating International Financial Products to be held by the Depositary Nominee or another person for safe keeping;

(b)

where the Participating International Financial Products are held on account in or through an Approved Clearing House, ensure that a Segregated Account is maintained in respect of those Participating International Financial Products;

(c)

not dispose of any of those Participating International Financial Products unless authorised by these Rules; and

(d)

subject to Rule 13.18.4, not create any interest (including a security interest) which is inconsistent with the Title of the Depositary Nominee to the Participating International Financial Products and the interests of the Holders of FDIs in respect of the Participating International Financial Products unless authorised by these Rules.

13.18.4

Approved Clearing House Security Interests

(a)

the circumstances in which the interest arises relate to the ordinary and usual activities of the Approved Clearing House, custodian or nominee in connection with the Participating International Financial Products; and

(b)

the interest arises only in circumstances where the Depositary Nominee has failed to perform an obligation under the terms of its arrangements with the Approved Clearing House, the custodian or nominee.

13.19

REGISTERS AND PROCESSING OF TRANSMUTATIONS AND TRANSFERS

13.19.1

FDIs not transferable

13.19.2

Transfers of FDIs only recognised and registered for recording interests under these Rules

13.19.3

No right to deal with the Issuer of Participating International Financial Products

13.19.4

FDI Register

13.19.5

FDI Register must reconcile to Participating International Financial Products

13.19.6

Right of inspection of FDI Register

13.19.7

Third Party Provider as Agent

13.19.8

Delegation of Powers

(a)

delegate its powers to any person for any period;

(b)

at its discretion, revoke any such delegation; and

(c)

exercise or concur in exercising any power despite the Depositary Nominee or a delegate of the Depositary Nominee having a direct or personal interest in the mode or result of the exercise of that power.

13.19.9

Indemnity

(a)

ASX Settlement;

(b)

the beneficial owner of the Participating International Financial Products; and

(c)

each Participant;

13.19.10

Depositary Nominee not to interfere in Transmutation

(a)

a Transmutation of Participating International Financial Products to FDIs;

(b)

a Transmutation of FDIs to Participating International Financial Products; or

(c)

a transfer of Participating International Financial Products in accordance with Rule 13.16.3.

13.19.11

No Notice of interests by persons that are not Holders of FDIs

13.19.12

Dealings with Holders of FDIs

(a)

the Depositary Nominee holds the Participating International Financial Products and any other relevant property on trust for distribution to each Holder of FDIs and otherwise on the same terms as far as practicable as it held the Participating International Financial Products and other relevant property before such revocation of trust;

(b)

the Depositary Nominee may, in its absolute discretion, continue to hold on trust the Participating International Financial Products and any other relevant property for any period determined by the Depositary Nominee instead of distributing that property to the Holder of FDIs and, in doing so, the Depositary Nominee will not be liable for any loss, cost, damage or expense suffered by the Holder of FDIs (except where such loss, cost, damage or expense is directly caused by the Depositary Nominee’s actual fraud or dishonesty); and

(c)

the Depositary Nominee may appoint a custodian or agent (including the Principal Issuer) for the purpose of holding Participating International Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.19A.2(c)) or performing any of its duties relating to the distribution or holding of property or for any other purpose for which a trustee may appoint an agent.

(a)

the Depositary Nominee may, in its absolute discretion, notify the affected Holders of FDIs in accordance with the Procedures of a procedure by which the Participating International Financial Products and any other relevant property will be distributed to Holders;

(b)

subject to any law or rule of any financial market where the Participating International Financial Products are listed or quoted, the Depositary Nominee may enter into arrangements with the issuer of the Participating International Financial Products for the purpose of assisting the Depositary Nominee to distribute the Participating International Financial Products and any other relevant property to Holders of FDIs in accordance with the procedure notified by the Depositary Nominee;

(c)

if the Depositary Nominee, after taking any steps specified in the Procedures, has been unable to distribute the Participating International Financial Products and any other relevant property to a Holder of FDIs, then the Depositary Nominee may sell the Participating International Financial Products and any other relevant property and hold the net proceeds on trust for distribution to the Holder of FDIs and may, after any period specified by law for holding unclaimed moneys, remit those monies to a regulatory authority in accordance with relevant law; and

(d)

where the Depositary Nominee has incurred any fees or expenses as a result of entering into arrangements with the issuer of Participating International Financial Products for the purposes of this Rule 13.19A, the Depositary Nominee is entitled to apportion the fees and expenses among Holders of FDIs on a fair and equitable basis and deduct from the Participating International Financial Products and any other relevant property held sufficient to reimburse the Depositary Nominee for such fees and expenses.

(a)

sell, dispose of, transfer or otherwise deal with the Participating International Financial Products and any other relevant property to any person including without limitation to an associate of any of the issuer of the Participating International Financial Products, the Holder of FDIs or the Depositary Nominee;

(b)

effect any sale by a single contract or in separate lots or parcels or in any other manner that the Depositary Nominee may in its absolute discretion think fit, with power to the Depositary Nominee to apportion the sale price and all costs, expenses, purchase money and fees between the Participating International Financial Products so dealt with, provided the apportionment is fair and equitable;

(c)

subject to any contrary rule of law or equity, allow a purchaser of the Participating International Financial Products any time for payment of the whole or any part of the purchase money either with interest at any rate or without interest and either upon the security of the property sold or any part or upon any other security or without any security and the conditions of sale may include such special conditions as the Depositary Nominee may in its absolute discretion think fit;

(d)

receive and retain the proceeds of any sale and issue receipts in respect of such proceeds; or

(e)

sign deeds of sale with respect to the sale of any Principal Financial Product and any other relevant property, execute any other documents, and do any other thing (including without limitation dealing on behalf of the Holder with the issuer of Participating International Financial Products for the purpose of registering the Participating International Financial Products in the name of the Depositary Nominee or in the name of any other person) as may be convenient or required to exercise any of the powers of the Depositary Nominee in this Rule 13.19A or to transfer the rights of such Participating International Financial Products or any other relevant property.

(a)

incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and

(b)

any breach of duty or trust whatsoever, unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default.

(a)

the Depositary Nominee may in its absolute discretion appoint one or more persons whom the Depositary Nominee determines to be properly qualified to act as the custodian or agent in respect of the Participating International Financial Products and any other relevant property (including, without limitation, net proceeds referred to in Rule 13.19A.2(c)) (“Relevant Property”);

(b)

the Depositary Nominee and the custodian or agent must execute a written agreement setting out the terms and conditions in relation to the appointment of the custodian or agent which provides among other things:

(i)

that the appointment of the custodian or agent will be subject to such conditions as the Depositary Nominee may from time to time determine, and the Depositary Nominee may delegate to and confer upon the appointed custodian or agent any authorities, powers and discretions as the Depositary Nominee sees fit;

(ii)

a representation from the custodian or agent to the Depositary Nominee that it has the skill, facilities, capacity and staff to carry out the duties of a custodian or agent;

(iii)

a representation that the custodian or agent agrees to follow any proper instructions or communications from the Depositary Nominee or any relevant regulatory authority in relation to the transfer, disposal or remittance of the Relevant Property;

(iv)

for such other matters that by law are required to be specified in the written agreement between the Depositary Nominee and the custodian or agent;

(c)

any consideration or fees applying to the provision of custodian or agency services under this Rule 13.19A will be deducted from the Relevant Property by the custodian or agent (or as otherwise determined in accordance with the relevant custody or agency agreement referred to in this Rule 13.19A); and

(d)

where the Depositary Nominee appoints a custodian or agent in accordance with this clause 13.19A, the exercise of that power does not involve on the part of the Depositary Nominee:

(i)

incurring any personal liability in connection with that exercise or its consequences unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default; and

(ii)

any breach of duty or trust whatsoever unless it is committed, made or omitted in bad faith or as a result of negligence or wilful default.

13.20

CORPORATE ACTIONS

13.20.1

Application of Rules

13.20.2

Entitlement Date

13.20.3

Distribution of dividends or other distributions to Holders of FDIs

(a)

receive the dividend, distribution or payment on trust for Holders of FDIs; and

(b)

where the relevant dividend, distribution or payment is paid wholly or partly in cash, distribute that cash to Holders of FDIs based on the Entitlement Date and otherwise deal with the dividend in accordance with Rule 13.20.6.

13.20.4

Direction by Depositary Nominee

13.20.5

Payment Obligations

13.20.6

Non-elective Corporate Actions

(a)

where the benefits conferred are additional or replacement Participating International Financial Products:

(i)

ensure Title to those Participating International Financial Products is vested in the Depositary Nominee;

(ii)

record additional or replacement FDIs in the FDI Register in the name of Holders of FDIs based on the Entitlement Date on the same terms as would otherwise have applied if the Holders of FDIs were holders of the Participating International Financial Products;

(b)

subject to any arrangements with Holders of FDIs, where the benefits conferred are other financial products (that are not Participating International Financial Products), rights or property, arrange for those benefits to be sold and the proceeds distributed to Holders of FDIs based on the Entitlement Date;

(c)

where the benefit conferred is a cash payment (including for example, a cash return of share capital), distribute the proceeds to Holders of FDIs based on the Entitlement Date.

13.20.7

Elective Corporate Actions

13.20.8

Dividend reinvestment plans or bonus share plans

13.20.9

Exercise of Rights of Holders of FDIs

(a)

any instruction or other direction given or taken to be given by a Holder of FDIs in accordance with the arrangements with the Depositary Nominee; or

(b)

any direction of Holders of FDIs given by ordinary resolution at a meeting of Holders of FDIs convened in accordance with these Rules.

13.20.10

Fractional entitlements

(a)

round down the entitlement of the Holder to the nearest whole FDI;

(b)

as soon as reasonably practicable, arrange for any surplus Participating International Financial Products to be sold; and

(c)

distribute the proceeds to the Holder of FDIs or its designated nominee or agent in accordance with the arrangements between the Depositary Nominee and the Holder.

13.20.11

Actions by Depositary Nominee in arranging for sale of Participating International Financial Products

(a)

may aggregate the surplus fractional Participating International Financial Products to which the Holder and all other Holders of FDIs may be entitled; and

(b)

arrange for the sale of those aggregated Participating International Financial Products,

13.20.12

Discharge of Depositary Nominee’s obligations

13.20.13

Processing of Corporate Actions

13.20.14

Adjustments to outstanding Instructions

13.21

TAKEOVERS

13.21.1

No obligation on the Depositary Nominee

13.21.2

Acceptance on behalf of Holders of FDIs

(a)

within 5 Business Days after the date of receipt of any documentation relating to the takeover bid from the bidder, send or cause to be sent to each Holder of FDIs registered on the FDI Register corresponding to the date of the bid, copies of the bid documentation, together with any other documents sent to target holders of the Participating International Financial Products; and

(b)

ensure that the offer documentation sent to Holders of FDIs includes a Notice in a form satisfactory to ASX Settlement in accordance with the Procedures.

13.21.3

Liability of Depositary Nominee

(a)

the issuer of the Participating International Financial Products;

(b)

beneficial owners of Participating International Financial Products;

(c)

Holders of FDIs;

(d)

any person claiming an interest in Participating International Financial Products or FDIs; or

(e)

the bidder,

(f)

acts contrary to a report of a receiving agent or other record of acceptances by Holders of FDIs;

(g)

acts negligently or in breach of these Rules; or

(h)

negligently fails to lodge the acceptance or acceptances before the close of the offer period.

13.21.4

Compulsory acquisition of Participating International Financial Products

(ii)

subject to any arrangements with Holders of FDIs, where the consideration is received in other financial products, rights, property or other benefits, the Depositary Nominee must dispose of those benefits and distribute the proceeds to Holders of FDIs; and

(b)

as soon as reasonably practicable, remove the name of the Holder and the number of FDIs corresponding to the Participating International Financial Products from the FDI Register.

13.22

VOTING ARRANGEMENTS

13.22.1

Depositary Nominee not obliged to notify Holders of FDIs

13.22.2

Depositary Nominee not obliged to vote on behalf of Holders of FDIs

13.22.3

Procedure for exercising voting entitlements

13.22.4

to 13.22.12.

13.22.4

Depositary Nominee to notify Holders of FDIs of meeting

13.22.5

Holders of FDIs may give Directions to Depositary Nominee

(a)

appoint more than one proxy for the purpose of voting at a meeting; and

(b)

cast different proxy votes for different parts of the holding of Participating International Financial Products,

13.22.6

Proxies to indicate results of resolution

13.22.7

Determining the number of Participating International Financial Products for each proxy

(a)

taking the number of FDIs in favour of the resolution;

(b)

taking the number of FDIs against the resolution; and

(c)

entering the resultant number of Participating International Financial Products on the appropriate proxy.

13.22.8

Depositary Nominee appointing a single proxy

(a)

take the number of FDIs in favour of the resolution;

(b)

take the number of FDIs against the resolution;

(c)

determine the net voting position either in favour of, or against the resolution; and

(d)

enter the resultant number of Participating International Financial Products on the proxy.

13.22.9

Voting instructions by Depositary Nominee

13.22.10

Depositary Nominee must notify Holders of FDIs of their rights

(a)

include with the notice of meeting distributed under Rule 13.22.4 a Notice in a form acceptable to ASX Settlement in accordance with the Procedures; and

(b)

make appropriate arrangements whereby the Depositary Nominee or its receiving agent will:

(i)

collect and process any directions by Holders of FDIs; and

(ii)

provide the Depositary Nominee with a report in writing that clearly shows how the Depositary Nominee must exercise its right to vote by proxy at the meeting, in sufficient time to enable the Depositary Nominee to lodge a proxy for the meeting.

13.22.11

Depositary Nominee may call for a poll

13.22.12

Meetings of Holders of FDIs

13.22.13

Liability of Depositary Nominee

(a)

acts contrary to a report given under Rule 13.22.10;

(b)

acts negligently or in breach of these Rules; or

(c)

negligently fails to vote or lodge forms of proxy before the close of the period within which proxies for the meeting may be lodged.

13.23

DEPOSITARY NOMINEE DEALING IN PARTICIPATING INTERNATIONAL FINANCIAL PRODUCTS

13.23.1

Right of Depositary Nominee to deal in Participating International Financial Products

13.23.2

Depositary Nominee to acquire Participating International Financial Products

13.23.3

Depositary Nominee not to hold Participating International Financial Products beneficially

(a)

a Holder of FDIs in accordance with these Rules; or

(b)

another person.

13.24

SUSPENSION OF TRANSMUTATION AND RECORDING OF FDIs

13.24.1

Depositary Nominee may give a suspension notice

(a)

not affect a Transmutation of Participating International Financial Products to FDIs; and/or

(b)

not record FDIs on the FDI Register in respect of Participating International Financial Products in respect of which Title is vested in the Depositary Nominee.

13.24.2

Certain obligations of Depositary Nominee cease to apply

13.24.3

Dealing with Participating International Financial Products during a suspension period

13.25

TAX LAWS

13.25.1

Depositary Nominee to company with Tax laws

(a)

must use its best endeavours to comply with all applicable Tax laws; and

(b)

may, and if obliged by law must, deduct or withhold from any cash dividend or distribution payment otherwise owing to a Holder of FDIs such amount of Tax as required or permitted by law.

13.26

NOTICE

13.26.1

Notice to Holders of FDI’s

13.27

GENERAL INDEMNITY

13.27.1

Holder of FDI to indemnify Depositary Nominee

(a)

the recording of that Holder’s interest in FDIs;

(b)

its capacity as holder of Participating International Financial Products for that Holder; and

(c)

any act done or required to be done by the Depositary Nominee under Rules 13.14 to 13.29 for that Holder,

13.27.2

Set-off, deduction or withholding of moneys by Depositary Nominee

13.28

ASX SETTLEMENT APPROVAL REQUIRED FOR RTGS SETTLEMENT

13.28.1

FDI’s not eligible for RTGS

13.29

CHANGE IN CONTROLLING PARTICIPANT

13.29.1

Participants not party to ASX World Link Agreement

13.29.2

Terms and Conditions for FDI Controlling Participants

Note:

The Terms and Conditions for FDI Controlling Participants and other material relevant to those Terms and Conditions is available on the ASX World Link Website. Those Terms and Conditions are in addition to the CHESS Sponsorship arrangements set out in section 7 of the Rules.