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

7.15    Class meetings

        The provisions of this constitution about general meetings apply, with necessary changes, to
        separate class meetings as if they were general meetings.

7.16    Voting where the company has only one member

        If the company has only one member, the company may pass a resolution by the member
        recording it and signing the record.

7.17    Appointment of proxies

        (a)       Any member entitled to vote at a general meeting may appoint one proxy.

        (b)       A proxy may be a member who is not entitled in their own right to vote on a particular
                  resolution.

        (c)       The document appointing a proxy must:

                  (i)      be in the form approved by the board;

                  (ii)     be signed by the appointor or his attorney;

                  (iii)    set out the name of the person to be appointed as proxy;

                  (iv)     allow the member to direct the proxy to vote for or against (or abstain from
                           voting on) any proposed resolution;

                  (v)      set out the period of appointment including whether it is valid only for stipulated
                           meetings; and

                  (vi)     be received by the company at least 48 hours (or a lesser period as the board
                           may decide and stipulate in the notice of meeting) before the time for holding
                           the meeting or poll at which the person named in the document proposes to
                           vote.

        (d)       Unless otherwise specified or revoked a proxy appointment is valid for any adjournment
                  of the meeting, as well as for the meeting to which it relates.

        (e)       The proxy document is deemed to include the right to demand or join in demanding a
                  poll and (except to the extent to which the proxy is specifically directed to vote for or
                  against any proposal) the power to act generally at the meeting for the person giving the
                  proxy.


8       Directors

8.1     First Directors

        (a)       The first directors (First Directors) are those persons named as directors in the
                  application for incorporation of the company.

        (b)       For transitional purposes, the First Directors will be comprised of:

                  (i)      two directors whose terms will end at the conclusion of the first AGM;

                  (ii)     three directors whose terms will end at the conclusion of the second AGM; and



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                   14