Company Constitution Template (Australia)

This document is the constitution of Harbour Digital Pty Ltd (the "Company"), a proprietary company limited by shares registered under the Corporations Act 2001 (Cth) (the "Corporations Act").

1.1 Adoption by special resolution: The Company adopts this constitution by special resolution of its members passed on 25 April 2026, in accordance with section 136 of the Corporations Act. A special resolution requires the approval of at least 75% of the votes cast by members entitled to vote on the resolution.

1.2 Replaceable rules displaced: This constitution displaces the replaceable rules in the Corporations Act. The replaceable rules do not apply to the Company except to the extent this constitution expressly adopts or restates them.

2.1 Name: The name of the Company is Harbour Digital Pty Ltd.

2.2 Type: The Company is a proprietary company limited by shares (Pty Ltd). The liability of the members is limited to any amount unpaid on the shares they hold.

2.3 Registered office: The registered office of the Company is at Level 10, 1 Martin Place, Sydney NSW 2000, or such other place in Australia as the directors determine from time to time.

2.4 Powers: The Company has the legal capacity and powers of an individual and of a body corporate under section 124 of the Corporations Act, and may exercise those powers both within and outside Australia.

3.1 Issued shares: The issued share capital of the Company is held by the following members:

Sarah J. Mitchell — 600 Ordinary shares (approximately 60.0% of issued shares).

James T. O'Brien — 300 Ordinary shares (approximately 30.0% of issued shares).

Aurora Capital Partners Pty Ltd — 100 Preference shares (approximately 10.0% of issued shares).

3.2 Power to issue shares: Subject to this constitution and section 254A of the Corporations Act, the directors may issue, allot, grant options over, or otherwise dispose of shares in the Company on the terms, at the times, and for the consideration the directors think fit.

3.3 Member liability: A member is liable to pay the Company any amount unpaid on the member's shares when called, in accordance with the terms of issue of those shares.

3.4 Register of members: The Company will maintain a register of members in accordance with the Corporations Act and recognise, as the holder of a share, only the person entered in that register.

4.1 Directors: The following persons are directors of the Company on the adoption of this constitution: Sarah J. Mitchell, James T. O'Brien.

4.2 Management: The business of the Company is to be managed by or under the direction of the directors, who may exercise all the powers of the Company except any powers that the Corporations Act or this constitution requires the Company to exercise in general meeting.

4.3 Minimum number: The Company must have at least 1 director, who must ordinarily reside in Australia (sections 201A and 201B of the Corporations Act).

4.4 Directors' duties: Each director and other officer of the Company must comply with their duties under the Corporations Act and the general law, including the duties of care and diligence, good faith in the best interests of the Company and for a proper purpose, and the duties not to improperly use their position or information (sections 180 to 184 of the Corporations Act).

5.1 General meetings: The directors may call a meeting of members, and members may require and call meetings, in accordance with the Corporations Act.

5.2 Voting: Subject to any rights or restrictions attached to a class of shares, on a show of hands each member present has one vote, and on a poll each member has one vote for each fully paid share held.

5.3 Ordinary resolutions: Except where this constitution or the Corporations Act requires a special resolution, a resolution of members is passed if more than 50% of the votes cast on the resolution are in favour.

5.4 Special resolutions: A special resolution is passed if at least 75% of the votes cast by members entitled to vote on the resolution are in favour. A special resolution is required to change the Company's name, type, or this constitution, and for the other matters specified in the Corporations Act.

Under section 140(1) of the Corporations Act, this constitution has effect as a contract:

(a) between the Company and each member;

(b) between the Company and each director and the company secretary; and

(c) between a member and each other member,

under which each of those persons agrees to observe and perform this constitution so far as it applies to them. A member is not bound by a modification of this constitution made after they became a member to the extent the modification requires the member to take up additional shares, increases their liability to contribute capital, or imposes or increases restrictions on the right to transfer their shares, unless the member agrees in writing.

Ordinary shares: Each ordinary share confers on its holder the right to receive notice of, attend, and vote at general meetings, the right to receive dividends declared on ordinary shares, and the right to participate in the distribution of surplus assets on a winding up, in each case in proportion to the number of ordinary shares held.

Preference shares: The Company may issue preference shares with the rights set out below. The rights attached to preference shares (including as to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting, and priority of dividends and capital relative to other shares) are set out in this constitution or in the terms of issue, as required by section 254A(2) of the Corporations Act.

Terms of the preference shares: Preference shares carry a cumulative preferential dividend of 8% per annum on the issue price, a preferential right to the return of the issue price on a winding up ahead of ordinary shares, and no right to vote except on a resolution that varies the rights attached to the preference shares or to wind up the Company.

Dividends: Dividends are first applied to satisfy any preferential dividend entitlement, and the balance is distributed among the ordinary shareholders in proportion to their shareholdings. No dividend may be paid except out of profits and only if the Company is solvent and the payment is fair and reasonable to the members as a whole and does not materially prejudice the Company's ability to pay its creditors (section 254T of the Corporations Act).

Variation of class rights: The rights attached to a class of shares may be varied or cancelled only with the written consent of members holding at least 75% of the shares in that class, or by a special resolution passed at a separate meeting of the holders of shares in that class, in accordance with section 246B of the Corporations Act.

Additional terms: No new class of shares may be created, and no shares may be issued at a price below fair market value, without the approval of members holding at least 75% of the issued ordinary shares.

Appointment: The members may appoint a person as a director by ordinary resolution passed in general meeting. The directors may also appoint a director to fill a casual vacancy or as an addition to the board, subject to confirmation by the members.

Removal: The members may remove a director by ordinary resolution, and may appoint another person in that director's place. A director also vacates office on the events set out in the Corporations Act (including disqualification, resignation, and insolvency).

Powers: The directors may exercise all the powers of the Company that are not, by the Corporations Act or this constitution, required to be exercised by the Company in general meeting, including the power to borrow, to grant security over the Company's assets, and to delegate any of their powers to a committee, a managing director, or another person.

Specific powers and limits: The directors must not, without the approval of members holding at least 75% of the issued ordinary shares, incur borrowings exceeding AUD 250,000 in aggregate, dispose of the whole or a substantial part of the Company's business, or enter into a related-party transaction.

Board meetings and quorum: A quorum for a meeting of directors is 2 directors, present throughout the meeting. Questions arising at a board meeting are decided by a majority of votes of the directors present and entitled to vote; the chairperson does not have a casting vote unless the directors resolve otherwise.

Conflicts of interest: A director who has a material personal interest in a matter must give the other directors notice of that interest and, except as permitted by sections 191 to 195 of the Corporations Act, must not be present while the matter is being considered or vote on the matter.

Written resolutions: The directors may pass a resolution without a meeting if all directors entitled to vote on the resolution sign or otherwise assent to a document containing a statement that they are in favour of the resolution.

Electronic and split meetings: A meeting of directors may be held using any technology that gives the directors a reasonable opportunity to participate, consistent with the Corporations Act 2001 (as amended by the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 (Cth)). Documents may be signed and sent electronically under section 110A of the Corporations Act.

Calling meetings: The directors may call a meeting of members at any time. Members with at least 5% of the votes that may be cast at a general meeting may call and arrange to hold a meeting, or require the directors to call and hold a meeting, in accordance with sections 249D and 249F of the Corporations Act.

Notice: At least 21 days' written notice of a meeting of members must be given to each member, director, and the auditor (if any), setting out the place, date, and time of the meeting and the general nature of the business.

No AGM: As a proprietary company, the Company is not required to hold an annual general meeting, but may hold general meetings of members whenever the directors or members require under the Corporations Act.

Quorum: A quorum for a meeting of members is two members present in person or by proxy, attorney, or representative, unless the Company has only one member, in which case that member is a quorum.

Proxies: A member entitled to attend and vote at a meeting may appoint a proxy to attend and vote for the member, and the proxy need not be a member. A proxy appointment is valid if it is signed (or otherwise authenticated) by the member and received by the Company at least 48 hours before the meeting (section 250B of the Corporations Act).

Special resolutions: A special resolution is passed only if at least 75% of the votes cast by members entitled to vote are in favour, and the notice of meeting set out an intention to propose the special resolution and stated the resolution.

Virtual and hybrid meetings: A meeting of members may be held at one or more physical venues, using virtual meeting technology, or both, provided members as a whole are given a reasonable opportunity to participate, in accordance with the Corporations Act 2001 as amended by the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 (Cth).

Pre-emptive rights on transfer: A member who wishes to transfer shares (the "Selling Member") must first offer them to the other members in proportion to their existing shareholdings, by written notice stating the number of shares and the proposed price. The other members have 21 days to accept the offer. If the offer is not accepted in full within that period, the Selling Member may transfer the remaining shares to a third party within three months, at a price not lower and on terms not more favourable than those offered to the members.

Directors' discretion: The directors may refuse to register a transfer of shares, and must do so where registration would breach this constitution or the Corporations Act. If the directors refuse to register a transfer, they must give the lodging party written notice of the refusal within two months after the transfer is lodged (section 1071E of the Corporations Act).

Dispute resolution: Any dispute arising under this constitution is first to be referred to mediation in New South Wales; if the dispute is not resolved within 30 days of referral, it is to be referred to and finally resolved by arbitration in New South Wales under the Commercial Arbitration Act of New South Wales, by a single arbitrator.

Surplus on winding up: Subject to the rights attached to any class of shares, if the Company is wound up the liquidator may, with the sanction of a special resolution, distribute the surplus assets of the Company among the members in proportion to the number of shares held by them.

Indemnity and insurance: To the extent permitted by sections 199A to 199C of the Corporations Act, the Company may indemnify, and pay insurance premiums for, each current and former director and officer against liabilities incurred in that capacity.

Governing law: This constitution is governed by the laws of New South Wales and the Commonwealth of Australia, and in particular the Corporations Act 2001 (Cth), which prevails over this constitution to the extent of any inconsistency.