Virax Biolabs Group Ltd 6-K, filed Dec 20, 2023

Virax Biolabs Group Ltd (VRAX)

6-K 2023-12-20 For: 2023-12-20

Added on April 08, 2026

About this 6-K

Virax Biolabs Group Ltd filed this 6-K on December 20, 2023.


Exhibit No		Description

99.1		Third Amended and Restated Memorandum of Association



			VIRAX BIOLABS GROUP LIMITED

Date:	December 20, 2023	By:	/s/ James Foster
			James Foster, Chief Executive Officer


1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		3
Exclusion of Table A Articles		4
2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to pay commissions and brokerage fees		5
Trusts not recognised		5
Security interests		5
Power to vary class rights		6
Effect of new Share issue on existing class rights		6
No bearer Shares or warrants		6
Treasury Shares		6
Rights attaching to Treasury Shares and related matters		7
Register of Members		7
Annual Return		7
3	Share certificates	7
Issue of share certificates		7
Renewal of lost or damaged share certificates		8
4	Lien on Shares	8
Nature and scope of lien		8
Company may sell Shares to satisfy lien		9
Authority to execute instrument of transfer		9
Consequences of sale of Shares to satisfy lien		9
Application of proceeds of sale		10
5	Calls on Shares and forfeiture	10
Power to make calls and effect of calls		10
Time when call made		10
Liability of joint holders		11
Interest on unpaid calls		11
Deemed calls		11
Power to accept early payment		11
Power to make different arrangements at time of issue of Shares		11
Notice of default		11
Forfeiture or surrender of Shares		12
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		12
Effect of forfeiture or surrender on former Member		12
Evidence of forfeiture or surrender		13
Sale of forfeited or surrendered Shares		13
6	Transfer of Shares	13


Right to transfer		13
Suspension of transfers		14
Company may retain instrument of transfer		14
Notice of refusal to register		14
7	Transmission of Shares	14
Persons entitled on death of a Member		14
Registration of transfer of a Share following death or bankruptcy		14
Indemnity		15
Rights of person entitled to a Share following death or bankruptcy		15
8	Alteration of capital	15
Increasing, consolidating, converting, dividing and cancelling share capital		15
Dealing with fractions resulting from consolidation of Shares		16
Reducing share capital		16
9	Redemption and purchase of own Shares	16
Power to issue redeemable Shares and to purchase own Shares		16
Power to pay for redemption or purchase in cash or in specie		17
Effect of redemption or purchase of a Share		17
10	Meetings of Members	18
Annual and extraordinary general meetings		18
Power to call meetings		18
Content of notice		19
Period of notice		19
Persons entitled to receive notice		19
Accidental omission to give notice or non-receipt of notice		20
11	Proceedings at meetings of Members	20
Quorum		20
Lack of quorum		20
Chairman		21
Right of a Director to attend and speak		21
Accommodation of Members at meeting		21
Security		21
Adjournment		22
Method of voting		22
Outcome of vote by show of hands		22
Withdrawal of demand for a poll		22
Taking of a poll		22
Chairman’s casting vote		23
Written resolutions		23
Sole-Member Company		24
12	Voting rights of Members	25
Right to vote		25
Rights of joint holders		25


Representation of corporate Members		25
Member with mental disorder		26
Objections to admissibility of votes		26
Form of proxy		26
How and when proxy is to be delivered		27
Voting by proxy		28
13	Number of Directors	29
14	Appointment, disqualification and removal of Directors	29
First Directors		29
No age limit		29
Corporate Directors		29
No shareholding qualification		29
Appointment of Directors		29
Board’s power to appoint Directors		29
Removal of Directors		30
Resignation of Directors		30
Termination of the office of Director		30
15	Alternate Directors	31
Appointment and removal		31
Notices		31
Rights of alternate Director		31
Appointment ceases when the appointor ceases to be a Director		32
Status of alternate Director		32
Status of the Director making the appointment		32
16	Powers of Directors	32
Powers of Directors		32
Directors below the minimum number		33
Appointments to office		33
Provisions for employees		34
Exercise of voting rights		34
Remuneration		34
Disclosure of information		34
17	Delegation of powers	35
Power to delegate any of the Directors’ powers to a committee		35
Local boards		35
Power to appoint an agent of the Company		36
Power to appoint an attorney or authorised signatory of the Company		36
Borrowing Powers		36
Corporate Governance		37
18	Meetings of Directors	37
Regulation of Directors’ meetings		37
Calling meetings		37




Companies Act (Revised) Company Limited by Shares Virax Biolabs Group Limited

	THIRD AMENDED AND RESTATED memorandum of association (adopted by special resolution passed on 6 December 2023 and effective on 18 December 2023)




Companies Act (Revised) Company Limited By Shares Virax Biolabs Group Limited

	THIRD AMENDED AND RESTATED articles of association (adopted by special resolution passed on 6 December 2023 and effective on 18 December 2023)


Notice of meetings		37
Use of technology		37
Quorum		37
Chairman or deputy to preside		38
Voting		38
Recording of dissent		38
Written resolutions		38
Validity of acts of Directors in spite of formal defect		39
19	Permissible Directors' interests and disclosure	39
20	Minutes	40
21	Accounts and audit	41
Auditors		41
22	Record dates	41
23	Dividends	42
Source of dividends		42
Declaration of dividends by Members		42
Payment of interim dividends and declaration of final dividends by Directors		42
Apportionment of dividends		43
Right of set off		43
Power to pay other than in cash		43
How payments may be made		43
Dividends or other monies not to bear interest in absence of special rights		44
Dividends unable to be paid or unclaimed		44
24	Capitalisation of profits	44
Capitalisation of profits or of any share premium account or capital redemption reserve;		44
Applying an amount for the benefit of Members		45
25	Share Premium Account	45
Directors to maintain share premium account		45
Debits to share premium account		45
26	Seal	46
Company seal		46
Duplicate seal		46
When and how seal is to be used		46
If no seal is adopted or used		46
Power to allow non-manual signatures and facsimile printing of seal		46
Validity of execution		46
27	Indemnity	47
Release		47
Insurance		48
28	Notices	48


Form of notices		48
Electronic communications		48
Persons entitled to notices		49
Persons authorised to give notices		50
Delivery of written notices		50
Joint holders		50
Signatures		50
Giving notice to a deceased or bankrupt Member		50
Date of giving notices		51
Saving provision		51
29	Authentication of Electronic Records	51
Application of Articles		51
Authentication of documents sent by Members by Electronic means		51
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		52
Manner of signing		52
Saving provision		52
30	Transfer by way of continuation	53
31	Winding up	53
Distribution of assets in specie		53
No obligation to accept liability		54
32	Amendment of Memorandum and Articles	54
Power to change name or amend Memorandum		54
Power to amend these Articles		54


Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member's registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient's Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website