Orthocell Limited (ASX:OCC) has lodged its updated constitution with the ASX, reflecting amendments passed by special resolution on 6 November 2025 and 6 November 2026, with the constitution originally adopted on 31 October 2023.

Key Points

  • Orthocell's constitution was originally adopted on 31 October 2023 and has since been amended by special resolution on 6 November 2025 and 6 November 2026.
  • The constitution governs Orthocell Limited, ACN 118 897 135, a public company limited by shares.
  • The document was prepared by Gilbert + Tobin and covers share capital, general meetings, director provisions, dividends, winding up, indemnity and insurance, and proportional takeover bid approval, among other matters.
  • The constitution includes provisions for preference shares, restricted securities, employee incentive scheme issue caps, and direct voting at general meetings.

Constitution Structure and Share Capital Provisions

The updated constitution sets out the governance framework for Orthocell Limited as a public company limited by shares. Under the share capital provisions, directors retain the right to issue shares or grant options over unissued shares to any person at such times and on such conditions as they think fit. Shares may carry preferred, deferred or other special rights or restrictions relating to dividends, voting, return of capital, or participation in company property on a winding up. The constitution also provides for the issue of preference shares, which carry priority rights to repayment of capital and cumulative preferential dividends ahead of other share classes.

General Meetings and Director Provisions

The constitution contains detailed provisions governing the convening and conduct of general meetings, including the use of technology, notice requirements, quorum, chairing, voting rights, direct voting, and representation. Director-related provisions address appointment and removal, vacation of office, remuneration, share qualification, interested directors, and the powers and duties of directors. The document also covers proceedings at director meetings, written resolutions, alternate directors, board committees, and delegation to individual directors. Executive officer roles including managing directors, deputy managing directors, executive directors, and secretaries are also addressed within the constitution.

Dividends, Winding Up, Indemnity and Takeover Provisions

The constitution includes provisions relating to dividends and reserves, covering payment of dividends, unclaimed amounts, capitalisation of profits, dividend reinvestment plans, dividend selection plans, and capital reductions. Winding up rules address the distribution of surplus assets and division of property. Indemnity and insurance provisions specify the persons to whom indemnity applies and the extent of that indemnity. The constitution also contains a section governing approval of proportional takeover bids, including restrictions on the registration of share transfers and sunset provisions applicable to those takeover bid approval rules.