2014-11-20 Noosa Biosphere Management Arrangements - Constitution - Attachment 2

                  (ii)     if any other general meeting, when members with at least 95% of the votes that
                           may be cast at the meeting agree beforehand.

        (g)       The company cannot call an annual general meeting or other general meeting on shorter
                  notice if it is a meeting at which a resolution will be moved to:

                  (i)      remove a director under section 203D of the Corporations Act or appoint a
                           director in place of a director removed under that section; or

                  (ii)     remove an auditor under section 329 of the Corporations Act.

7.4     Non-receipt of notice

        (a)       Subject to the Corporations Act, the:

                  (i)      non-receipt of a notice of any general meeting by; or

                  (ii)     accidental omission to give notice to,

                  any person entitled to notice does not invalidate anything done (including the passing of
                  a resolution) at that meeting.

        (b)       A person’s attendance at a general meeting waives any objection that person may have
                  to:

                  (i)      a failure to give notice, or the giving of a defective notice, of the meeting unless
                           the person at the beginning of the meeting objects to the holding of the meeting;
                           and

                  (ii)     the consideration of a particular matter at the meeting which is not within the
                           business referred to in the notice of the meeting, unless the person objects to
                           considering the matter when it is presented.

7.5     Admission to general meetings

        (a)       The chairman of a general meeting may refuse admission to, or require to leave and
                  remain out of, the meeting any person:

                  (i)      in possession of a pictorial-recording or sound-recording device;

                  (ii)     in possession of a placard or banner;

                  (iii)    in possession of an article considered by the chairman to be dangerous, offensive
                           or liable to cause disruption;

                  (iv)     who refuses to produce or permit examination of any article, or the contents of
                           any article, in the person’s possession;

                  (v)      who behaves or threatens to behave in a dangerous, offensive or disruptive way;
                           or

                  (vi)     who is not entitled to receive notice of the meeting.

        (b)       The chairman may delegate the powers conferred by rule 7.5(a) to any person.

        (c)       A person, whether a member or not, requested by the directors or the chairman to
                  attend a general meeting is entitled to be present and, at the request of the chairman, to
                  speak at the meeting.


30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                    9