Notice of Extraordinary General Meeting - 2002

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of the Members of .AU DOMAIN ADMINISTRATION LIMITED ACN 079 009 340 will be held at:

Maddocks. Level 7, 140 William Street, Melbourne 3000
Monday 23 September, 2002 at 10.00 am

A member of the Company is entitled to attend and vote or appoint a proxy to attend and vote on their behalf. A proxy need not be a member. To appoint a proxy, you must return your proxy form to the following address by delivery, mail or facsimile at least 24 hours before the time and date scheduled for the Extraordinary General Meeting:

Business

1. To consider and if appropriate pass the following special resolution:
   "That the Constitution of the Company be amended as follows:
   a) Clause 9.4 – Qualification for Supply Class Membership
   Delete the clause and substitute with the following:
   "Any Legal Person that is a Registry Operator, an auDA-accredited Registrar, or a reseller appointed by an auDA-accredited Registrar, in the .au name space, may apply to be a Supply Class Member."
   
   b) Clause 1.2 – Definition of "Registry Administrator"
   Delete the definition and substitute with the following:
   "Registry Operator" means a Legal Person who has been accredited or licensed by auDA to maintain a Registry and or to provide registry services in relation to the Registry (usually, but not necessarily, with respect to a Second Level Domain in the .au name space)."
   
   Replace "Registry Administrator" with "Registry Operator" wherever appearing in the following paragraphs:
   
   • in clause 1.2, in the definition of "Registry";
   • in clause 3.1(d)(iii);
   c) Clause 9.11 – Change in Class of Membership
   Add the following new clause:
   "9.11 Change in Class of Membership
   If the Board considers that a Member no longer qualifies to remain a Member in a particular Class of Membership, the Board may by notice in writing to the Member, change the Class of Membership for that Member to a Class of Membership appropriate for that Member. The Secretary must make appropriate amendments to the Register to reflect the change."
   
   
2. To consider and if appropriate pass the following special resolution:
   "That the Constitution of the Company be amended as follows: Clause 12.1 – Annual Membership Fee
   
   In paragraph a., delete the words "payable in full on each anniversary of the date of Membership", and substitute with the following:"payable in full each year on a date determined by the Board from time to time."
   
   
3. To consider and if appropriate pass the following special resolution:
   "That the Constitution of the Company be amended as follows:
   
   a) Clause 18.2 – Constitution of the Board
   At the end of paragraph d., add the words ", to be reduced to one (1) person elected by the members voting together as a whole after the AGM of auDA in 2002, and the abolition of this Board position after the AGM of auDA in 2003."
   
   b) Clause 19.3 – Election of Subsequent Boards
   At the end of paragraph d. (in both parts), before the full-stop, insert "(if applicable)."
   
   c) Clause 19.4 – Nomination for Election
   In paragraph b., delete the second and third sentences, starting from "Notwithstanding this …", and ending at the end of the paragraph."
   
   d) Clause 18.1 – Minimum Number
   Replace "eight (8)" with "seven (7)."
4. To transact any other business which may lawfully be brought before the meeting

By Order of the Board

J Lim
Secretary

Explanatory Notes, Extraordinary General Meeting
23 September 2002

Explanatory notes to and forming part of the Notice of Meeting of the Company
The Directors propose various amendments to the Company's Constitution so that the Company may change the definition of Supply Class, simplify the payment and collection of membership fees and reduce the number of Directors.

Each resolution is independent and need not be passed together.

As each proposed resolution is to amend the Constitution, each must be passed as a Special Resolution of the Company which means there must be an affirmative vote in each and every class of Members of more than 75% of Members present and entitled to vote (in person or by authorised representative or proxy). As follows:

1. Change in definition of supply class
   The Directors consider that given the introduction of the new competitive domain name system in Australia it is appropriate to amend the definition of Supply Class to properly reflect the roles of the various industry participants.
   
   Accordingly the Directors propose:
   
   a) That Supply Class members be either a Registry Operator, an auDA accredited Registrar or a reseller appointed by an auDA accredited Registrar (Clause 9.4)
   
   b) That the term Registry Operator which is used in auDA’s Registry Licence Agreement be, for consistency, also used in the Constitution of the Company (Clause 1.2)
   
   c) That in the event that a member no longer qualifies for a particular class (for example where a reseller has ceased to operate in the domain name industry) that the membership should continue but be amended to the appropriate class (Clause 9.11)
   
   
2. Annual Membership Fees
   The Directors consider that the membership fee should be charged on a fixed date each year with applicants who become members during the year paying a pro-rata fee based on the quarter in which they join. The Directors believe that this change would significantly reduce the invoice and collection workload
   
   Accordingly, it is proposed that the Constitution be amended to enable the Directors to determine the fixed date (Clause 12.1).
   
   
3. Constitution of the Board
   At present, the Board of Directors comprise 14 members being 3 Directors elected from each of the classes (Supply, Demand and Representative Association), 2 Directors elected by members voting together as a whole (“General Directors”), 2 independent Directors appointed by the board and, the CEO
   
   The Directors believe that this structure is unnecessarily large and unwieldy and consider that by the phasing out of the “General Directors” the board structure can be rationalised and costs reduced without any loss of representation for the members of the Company
   
   Accordingly the Directors propose:
   
   a) To phase out the “General Director” positions by not electing one director in that class at this years AGM and abolishing the position at the AGM in 2003 (Clause 18.2)
   
   b) and To make consequent amendments to the election and nomination clauses of the Constitution (Clauses 19.3 and 19.4)
   
   c) To decrease the minimum number of Directors required to be in office from 8 to 7 (Clause 18.1)