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

7.13    Voting rights

        (a)       Subject to this constitution and to any rights or restrictions attached to any class of
                  membership, at a general meeting:

                  (i)      on a show of hands, each member present has one vote;

                  (ii)     where a person is entitled to vote by virtue of rule 7.17 in more than one
                           capacity, that person is entitled only to one vote on a show of hands;

                  (iii)    if the person appointed as proxy has two or more appointments that specify
                           different ways to vote on a resolution, the proxy must not vote on a show of
                           hands; and

                  (iv)     on a poll, each member present has one vote.

        (b)       Where any amount payable to the company has not been duly paid that member is not
                  entitled to vote.

        (c)       A member is not entitled to vote on a resolution if, under the Corporations Act the notice
                  which called the meeting specified that:

                  (i)      the member must not vote or must abstain from voting on the resolution; or

                  (ii)     a vote on the resolution by the member must be disregarded for any purposes.

        (d)       If the member referred to in rule 7.13(c) or a person acting as proxy, attorney or
                  Representative of that member does tender a vote on that resolution, their vote must not
                  be counted.

        (e)       An objection to the validity of a vote tendered at a general meeting must be:

                  (i)      raised before or immediately after the result of the vote is declared; and

                  (ii)     referred to the chairman of the meeting, whose decision is final.

        (f)       A vote tendered, but not disallowed by the chairman of a meeting under rule 7.13(e), is
                  valid for all purposes, even if it would not otherwise have been valid.

        (g)       The chairman may decide any difficulty or dispute which arises as to the number of votes
                  which may be cast by or on behalf of any member and the decision of the chairman is
                  final.

7.14    Representation at general meetings

        (a)       Subject to this constitution, each member entitled to vote at a general meeting may vote:

                  (i)      in person or, where a member is the Founding Member, by its Representative;

                  (ii)     by not more than one proxy; or

                  (iii)    by not more than one attorney.

        (b)       A proxy, attorney or Representative may, but need not, be a member of the company.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                  13