Pathkey.AI Ltd (ASX:PKY) has disclosed that its shareholders formally adopted a new constitution on 5 November 2026, covering governance arrangements including share classes, director appointments, member meetings, and officer indemnity provisions.

Key Points

  • Shareholders of Pathkey.AI Ltd adopted the new constitution on 5 November 2026.
  • The constitution covers share issuance, preference shares, variation of class rights, capital reductions, and unmarketable parcels.
  • Provisions include rules governing director appointments, retirement, remuneration, alternate directors, and director interests.
  • The document addresses member meeting procedures including virtual meetings, quorum requirements, proxies, and voting rights.

Share Structure and Transfer Provisions

The adopted constitution sets out detailed provisions governing the issuance of shares and options, preference shares, variation of share classes and class rights, conversion of shares, capital reductions, and buy-backs. It also addresses unmarketable parcels of shares, registered holder status as absolute owner, holding statements and certificates, and the issue cap for offers involving monetary consideration under an employee incentive scheme. Transfer of shares is covered through electronic transfer systems, forms of transfer, instruments of transfer, and rules around the refusal to register transfers and transmission of shares.

Member Meeting Procedures and Voting Rights

The constitution establishes detailed rules for proceedings of members, including who may call meetings, annual general meeting requirements, notice procedures, rights to attend meetings, and the conduct of meetings at more than one place. Specific provisions address virtual meetings, quorum requirements, the role of the chairperson, general conduct of meetings, resolutions of members, polls, and adjourned, cancelled and postponed meetings. The document also sets out the number of votes applicable to members, objections to qualification to vote, and rules for proxies, attorneys and representatives.

Director and Officer Governance Arrangements

The constitution contains provisions governing the appointment and retirement of directors, vacation of office, alternate directors, remuneration of directors, and the disclosure of director interests. Officer provisions address the roles of managing director and secretary. The constitution also includes indemnity and insurance provisions for officers. Sections covering the powers of the company and directors set out general powers, execution of documents, committees and delegates, and the appointment of attorneys or agents. Proceedings of directors are addressed through written resolutions and meeting procedures, including who may call director meetings.