Sabina Corporation Limited - Investment Property Development Consultancy Australia

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Issued 21/03/11
Updated   --/--/--

THIS DEED OF AGREEMENT made on________ day of ____________200   .



BETWEEN:        
Sabina Corporation Limited A.C.N. 010 723 181 c/-
Whitehills Chartered Accountants, Level 18, 300 Adelaide Street, Brisbane, Qld 4000  (the "Company")
     
AND   The Person described in the Schedule (the "Director").
 

BACKGROUND:
 
  A.   The Company is admitted to the Official List of ASX and the Director is a director of the Company.
     
  B. The Company is required by the ASX Listing Rule 3.19B to have arrangements in place as necessary to ensure that the Director discloses to it all the information required for the purposes of compliance with ASX Listing Rule 3.19A.
     
  C. The Company and the Director have agreed to enter into this Deed for the purposes of recording their respective obligations and to ensure that the Company at all times meets its compliance obligations under ASX Listing Rule 3.19A.
     
 
OPERATIVE PROVISIONS
     
     
  1. DEFINITION
     
   
In this Deed, except to the extent that the context otherwise requires:
"Act" means the Corporation Act 2001 as amended, re-enacted or replaced from time to time;
"ASIC" means Australian Securities and Investments Commission;
"ASX" means Australian Stock Exchange Limited A.C.N. 008 624 69;
"ASX Listing Rules" means the listing rules for the time being made or promulgated by the ASX;
"Deed" means this Deed.
     
     
  2. DISCLOSURE OF DIRECTOR’S INTEREST
     
    The Director will provide the following information relevant to the Company in such form as required by the Company within five (5) business days after receiving the "Letter of Appointment – Non Executive Director," signed by the Chairman.
       
    (a)   details of all securities registered in the name of the Director (including the number and class of securities);
       
    (b) details of all securities in respect of which the Director has a relevant interest within the meaning of Section 9 of the Act and which may not be registered in the Director’s name ( including details of the number and class of the securities, the name of the registered holder and circumstances given rise to the relevant interest); and
       
    (c) details of all contracts (other than contracts to which the Company is a party) to which the Director is a party or under which the Director is entitled to a benefit and that confer a right to call for or deliver shares in, debentures of or interests in a managed investment scheme made available by, the Company or related body corporate (including details of the number and class of the shares, debentures or interests, the name of the registered holder of the shares, debentures or interests which have been issued and the nature of the Director’s interest under the contract).
     
     

3. ONGOING DISCLOSURE OF DIRECTOR’S INTEREST
     
    The Director will provide the following information in such a form as the Company may require as soon as reasonably possible after the date of the change and in any event no later than 3 business days after the date of the change.
     
    (a) details of changes in securities registered in the Director’s name other than changes occurring as a result of corporate actions by the Company (including details of the date of the change, the number and class of securities held before and after the change, and the nature of the change, for example, on market transfer. The Director will also provide details of the consideration payable in connection with the change or if a market consideration is not payable, the value of the securities the subject to the change).
       
    (b) details of changes in securities ont registered in the Director’s name but in which a Director has relevant interest within the meaning of Section 9 of the Act (including details of the date of the change, the number and class of the securities held before and
       
    (c) after the change, the name of the registered holder before and after the change and the circumstances given raise to the relevant interest. The Director will also provide details of the consideration payable in connection with the change, or if a market consideration is not payable, the value of the securities the subject of the change); and
       
    (d) details of all changes to contracts (other than contracts to which the Company is a party) to which the Director is a party or under which the Director is entitled to a benefit and that confer a right to call for or deliver shares in, debentures of or interest in a managed investment scheme made available by, the Company or related body corporate (including details of the date of the change, the number and class of the shares, debentures or interests to which the interest relates before and after the change, the name of the registered holder if the shares, debentures or interests have been issued and the nature of the Director’s interest under the contract).
     
     
  4. ACCESS TO INFORMATION
     
    The Company shall permit the Director to have access to all information which may be provided by it to the ASX in compliance with the ASX Listing Rule 3.19A including provision of copies of all forms lodged with the ASX relating to the Director’s interest in the Company in compliance with the ASX Listing Rule 3.19A. The Company agrees to hold and maintain for a minimum period of seven (7) years all records and documents created by it for the purposes of compliance with Listing Rules 3.19A and 3.19B.
     
     
  5. NOTICE
     
    (1) A notice required or authorized to be given or served upon a party pursuant to this Deed must be in writing in the English language and may be given or served by facsimile, prepaid post or hand to that party at its address specified in this Deed or such other address or facsimile number as the party may have notified in writing to the other party or parties.
 
    (2) In the absence of proof to the contrary a notice is deemed to have been given or served on the party to whom it was sent:
 
      (a) in the case of hand delivery, upon delivery during Business Hours of the recipient;
      (b) in the case of a pre-paid post, 2 Business Days after the date of dispatch; and
      (c) in the case of facsimile transmission;
        (i)   at the time of dispatch if that dispatch is during Business Hours; or
        (ii) at 9.00 am on the next Business Day following the day of dispatch, if the dispatch is outside Business Hours.
 
    (3)  A notice given or served under this Deed is sufficient if:
      (a)  in the case of a corporation, it is signed by a director or secretary of that corporation; and
      (b) in the case of an individual, it is signed by that individual.
         
    (4) (a) The provisions of this clause are in addition to any other mode of service permitted by law.
      (c) In this clause "notice" includes a demand, request, consent, approval, offer and any other instrument or communication made, required or authorized to be given under or pursuant to a provision of this Deed and includes information to be provided under clauses 2 and 3 above.
      (d) In this clause "Business Hours" means from 9.00 am to 5.00 pm on a Business Day.
         
     
  6. VARIATION
     
    This Deed may only be altered in writing signed by all parties.
     
     
  7. NO WAIVER
     
   
The failure of a party at any time to require full or partial performance of any provision of this Deed does not affect in any way the full right of that party to require that performance subsequently.
 
The waiver by any party of a breach of a provision of this Deed is not deemed a waiver of all or part of that provision or of any other provision or of the right of that party to avail itself of its rights subsequently.
 
Any waiver of a breach of this Deed must be in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver.
     
     
  8. GOVERNING LAW AND JURISDICTION
     
    This Deed is governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.

 

 

SCHEDULE
 
Particulars  of Director:
   
Full Name ______________________________________________
Address
______________________________________________
 
 
____________________________________Post Code ____________
   
EXECUTED as a deed in Queensland
   

THE COMMON SEAL of Sabina Corporation Limited
A.C.N. 010 723 181
was hereunto affixed
in accordance with its Constitution in the presence of:
   
__________________________ __________________________
Director Director
   
__________________________ __________________________
Full Name of Director Full Name of Director
   
   
SIGNED SEALED AND DELIVERED  
   
by the said _____________________ __________________________
  Signature of Director
   

In the presence of:

 
   
__________________________ __________________________
Full Name of Witness Signature of Witness
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