Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 244

244. (1) Where a public company that is a limited company and has a share
capital or a no liability company:

   (a)  issues a prospectus inviting applications or offers from the public to
        subscribe for, or offering to the public for subscription, shares in
        the company; and

   (b)  the company has not previously issued such a prospectus; the company
        shall, within a period of not less than 1 month and not more than 3
        months after the day on which the company allots shares pursuant to
        the prospectus, hold a general meeting of the members of the company,
        to be called the

"statutory meeting".

(2) The directors shall at least 7 days before the day on which the meeting
is to be held send a copy of a report, to be called the "statutory report", to
every member of the company.

(3) The statutory report shall be certified by not less than 2 directors of
the company and shall state, as at the date of the report:

   (a)  the total number of shares allotted, distinguishing:

        (i)    shares allotted as fully paid up in cash;

        (ii)   shares allotted as partly paid up in cash;

        (iii)  shares allotted as fully paid up otherwise than in cash; and

        (iv)   shares allotted as partly paid up otherwise than in cash;
and stating:

        (v)    in the case of shares partly paid up-the extent to which they
               are so paid up; and

        (vi)   in the case of shares allotted as fully or partly paid up
               otherwise than in cash-the consideration for which they have
               been allotted;

   (b)  the total amount of cash received by the company in respect of all the
        shares allotted and so distinguished;

   (c)  an abstract of the receipts of the company and of the payments made
        out of those receipts up to a day within 7 days of the date of the
        report showing under distinctive headings:

        (i)    the receipts from shares and debentures and other sources;

        (ii)   the payments made out of those receipts;

        (iii)  particulars concerning the balance (if any) remaining in hand;
               and

        (iv)   an account or estimate of the preliminary expenses;

   (d)  the name, address and description of:

        (i)    each director;

        (ii)   each trustee for holders of debentures (if any);

        (iii)  each auditor;

        (iv)   each secretary; and

        (v)    the principal executive officer;
of the company; and

   (e)  the particulars of any contract the modification of which is to be
        submitted to the meeting for its approval together with the
        particulars of the modification or proposed modification.

(4) The statutory report shall, so far as it relates to the shares allotted
and to the cash received in respect of such shares and to the receipts and
payments on capital account, be examined and reported upon by the auditors (if
any).

(5) The directors shall cause a copy of the statutory report and the auditor's
report (if any) to be lodged at least 7 days before the day of the
statutory meeting.

(6) The directors shall cause a list showing the names and addresses of the
members, and the numbers of shares held by them respectively, to be produced
at the beginning of the meeting and to remain open and accessible to any
member throughout the meeting.

(7) The members present at the meeting may discuss any matter relating to the
formation of the company or arising out of the statutory report, whether
previous notice has been given or not, but a resolution may only be passed if
notice of it has been given in accordance with the articles.

(8) The meeting may adjourn from time to time and, at any adjourned meeting,
any resolution of which notice has been given in accordance with the articles
either before or after the former meeting may be passed and the adjourned
meeting has the same powers as an original meeting.

(9) The meeting may by resolution appoint a committee or committees of
inquiry, and at any adjourned meeting a special resolution may be passed that
the company be wound up if, notwithstanding any other provision of this Act,
at least 7 days notice of intention to propose the resolution has been given
to every member of the company.

(10) If default is made in complying with this section:

   (a)  the company; and

   (b)  any officer of the company who failed to take reasonable steps to
        ensure compliance; each contravene this subsection.