Section 325 - Rotation of directors of a public company

Subject to sections 172 to 176 and sections 326 and 327and except as otherwise provided in a registered constitution of a company, the following rules shall apply to the retirement and appointment of directors of a public company:

(a) at the first annual general meeting of the company every director shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being or, if the number of directors is not three or a multiple of three, then the number nearest one-third, shall retire from office;

(b) the directors to retire in every year shall be those who have served longest in office since their last election, but, as between persons who became directors on the same day those to retire shall, unless the directors otherwise agree among themselves, be determined by lot;

(c) a director appointed to the office of managing director shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors;

(d) a retiring director is eligible for re-election;

(e) the company, at the annual general meeting at which a director retires as provided in this section, may fill the vacated office by electing a person to that office, and in default the retiring director shall, if offering to stand for re-election, be deemed to have been re-elected unless at the meeting it is expressly resolved not to fill the vacated office or unless a resolution for the re-election of the director has been put to the meeting and lost;

(f) a person is not eligible for election to the office of director unless not less than three days and not more than twenty-eight days before the date appointed for the general meeting, a notice in writing

(i) of the intention to propose that person for election, signed by a member entitled to attend and vote at the meeting; and

(ii) of the consent to be elected as a director, signed by the person proposed, is lodged at the registered office of the company; and

(g) on an increase or a decrease in the number of directors, the company may, by ordinary resolution determine in what rotation the increased or decreased number is to retire from office.