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

12.2    Indemnity

        The company must indemnify each Officer on a full indemnity basis and to the full extent
        permitted by law against all losses, liabilities, costs, charges and expenses (Liabilities) incurred
        by the Officer as an officer of the company or of a related body corporate.

12.3    Scope of indemnity

        The indemnity in rule 12.2:

        (a)       does not operate in respect of any Liability of the Officer to the extent that Liability is
                  covered by insurance;

        (b)       is enforceable without the Officer having to first incur any expense or make any
                  payment; and

        (c)       is a continuing obligation and is enforceable by the Officer even though the Officer may
                  have ceased to be an officer or auditor of the company or its related bodies corporate.

12.4    Insurance

        The company may, to the extent the law permits:

        (a)       purchase and maintain insurance; or

        (b)       pay or agree to pay a premium for insurance,

        for each Officer against any Liability incurred by the Officer as an officer or auditor of the
        company or of a related body corporate including, but not limited to:

        (c)       costs and expenses in defending any proceedings, whether civil or criminal, whatever
                  their outcome; or

        (d)       a Liability arising from negligence or other conduct.

12.5    Savings

        Nothing in rule 12.2 or 12.4:

        (a)       affects any other right or remedy that a person to whom those rules apply may have in
                  respect of any Liability referred to in those rules;

        (b)       limits the capacity of the company to indemnify or provide or pay for insurance for any
                  person to whom those rules do not apply; or

        (c)       limits or diminishes the terms of any indemnity conferred or agreement to indemnify
                  entered into before the adoption of this constitution.

12.6    Contract

        The company may enter into an agreement with any Officer to give effect to the rights conferred
        by this rule or the exercise of a discretion under this rule on any terms as the directors think fit
        which are not inconsistent with this rule.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                      23