Integrated Payment Technologies : Change of Company Name and Amended Constitution

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Thursday 25 November 2021

Change of Company Name and Amended Constitution

wrkr Ltd (formerly Integrated Payment Technologies Limited) (the Company) advises that following the shareholder approval granted at the Company's annual general meeting today, the name change of the Company to wrkr Ltd has now been processed by the Australian Securities and Investments Commission and is effective.

The new ASX listing code will be WRK. The change of name of the Company and new listing code are expected to take effect on the ASX site on Tuesday 30 November 2021.

Attached is the Company's consolidated Constitution including the changes approved by shareholders at the annual general meeting.

Authorised by:

Jillian McGregor Company Secretary [e-mail]

wrkr Ltd ACN 611 202 414 Level 24, 66 Goulburn Street Sydney NSW 2000

For personal use only

Constitution of wrkr Ltd ACN 611 202 414

For personal use only

Table of Contents

1.	Definitions and interpretation	1
1.1	Definitions	1
1.2	Interpretation	2
1.3	Replaceable rules	3
1.4	Compliance with the Act	3
1.5	Transitional	3

1.6 Listing Rules and ASX Settlement Operating Rules only apply if Company

	is listed	4
1.7	Constitution subject to Listing Rules if the Company is listed	4
2.	Capital	4
2.1	Power of Directors to issue Shares and other securities	4
2.2	Preference shares	4
2.3	Classes of Shares	6
2.4	Brokerage	6
2.5	Non-recognition of equitable or other interests	7
3.	Alteration of capital	7
3.1	Power to alter capital	7
3.2	Power to buy back Shares	7
4.	Certificates	7
4.1	Uncertificated holdings	7
4.2	Certificates	7
5.	Transfer of Shares	8
5.1	Transfer of Shares	8
5.2	Registration of written transfers	8
5.3	Refusing a transfer	8
5.4	Notice of non-registration	9
5.5	Suspension of transfers	9
6.	Transmission of Shares	9
6.1	Transmission of Shares on death	9
6.2	Transmission of Shares by operation of Law	10
6.3	Dividends and other rights	10
7.	Calls on Shares	10
7.1	Calls	10
7.2	Liability of joint holders for calls	11
7.3	Interest on unpaid amounts	11
7.4	Fixed sums taken to be called	11
7.5	Prepayments of calls	11
8.	Lien on Shares	12
8.1	Company has lien	12
8.2	Exercise of lien	12
8.3	Completion of sale	12
8.4	Application of proceeds of sale	13

For personal use only

Table of Contents (ctd)

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9. Forfeiture and surrender of Shares

1. Liability to forfeiture
2. Surrender of Shares
3. Power to forfeit
4. Notice of forfeiture
5. Powers of Directors
6. Consequences of forfeiture
7. Evidentiary matters
8. Transfers after forfeiture and sale
9. Fixed amounts taken to be calls

10. Sale of small holdings of Shares

1. Definitions
2. Disposal Notice
3. Limits on Company's power to sell
4. Sale of Shares
5. Proceeds of sale
6. Effect of sale
7. Further action
8. Registration of transfer
9. Costs of sale
10. Where Shares of 2 or more Members sold
11. Rights of purchaser
12. Limit on Member's remedies

11. Proportional takeover approval provisions

1. Interpretation
2. Transfers prohibited without approval
3. Meetings
4. Deemed approval
5. Proportional Bid rejected
6. Duration of clause

12. General meetings

1. Power of Directors to convene
2. Notice of general meetings
3. Annual general meetings
4. Quorum
5. If a quorum not present
6. Chairing meetings
7. Adjournments
8. Voting at general meetings
9. Procedure for polls
10. Chairperson's casting vote
11. Representation and voting of Members
12. Joint holders
13. Members of unsound mind and minors
14. Restriction on voting rights - unpaid amounts
15. Objections to qualification to vote
16. Direct voting
17. Number of proxies

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Table of Contents (ctd)

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1. Form of proxy
2. Where proxy is incomplete
3. Lodgement of proxies
4. Validity of proxies
5. Right of officers and advisers to attend general meeting
6. Use of technology
7. Minutes

13. Appointment, removal and remuneration of Directors

1. Appointment and removal
2. No Share qualification
3. Retirement at each annual general meeting
4. Remuneration
5. Vacation of office
6. Retiring allowance for Directors

14. Powers and duties of Directors

1. Powers of Directors
2. Appointment of attorneys and representatives
3. Negotiable instruments and electronic payments

15. Proceedings of Directors

1. Proceedings
2. Meetings by telecommunications
3. Quorum at meetings
4. Chairperson of Directors
5. Proceedings at meetings
6. Disclosure of interests
7. Alternate Directors and attendance by proxy
8. Vacancies
9. Committees
10. Written resolutions
11. Minutes
12. Defects in appointments

16. Managing Director

1. Power to appoint Managing Director
2. Delegation of powers to Managing Director

17. Secretaries and other officers

1. Secretaries
2. Other officers

1. Execution of documents
2. Inspection of records

19.1 Inspection of records

20. Dividends, reserves and distributions

1. Power to pay Dividends
2. Crediting of Dividends
3. Reserves
4. Deduction of unpaid amounts

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