B Corp Purpose & Stakeholder Governance Amendment

Not legal advice. This pack contains the B Lab Australia & Aotearoa New Zealand template clauses and the steps to adopt them, for registration as a Pending B Corp and later certification. B Lab requires clauses consistent with the intent and legal effect of its templates; language may be added but not removed. Have qualified Australian legal counsel ([COO or delegate]) confirm the final wording and the amendment process before the resolution is put to Members.

1 · What Is Required

To register as a Pending B Corp and certify as a B Corp in Australia, the Company must amend its constitution to include two clauses: a purpose clause committing the Company to deliver returns to shareholders whilst having an overall positive impact on society and the environment, and a stakeholder clause requiring the directors to consider the interests of workers, the community, the environment and shareholders in their decision-making.

2 · Template Clause – Purpose

The purpose of the Company is to deliver returns to shareholders whilst having an overall positive impact on society and the environment.

3 · Template Clause – Stakeholder Consideration

In discharging their duties under this Constitution, the Corporations Act 2001 (Cth) and the general law, the Directors of the Company:

1) will include in their consideration the following factors:

• the likely consequences of any decision or act of the Company in the long term;
• the interests of the Company's employees;
• the need to foster the Company's business relationships with suppliers, customers and others;
• the impact of the Company's operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business conduct; and
• the interests of the Members; and

2) are not required to regard any factor referred to above as being more important than any other factor.

Nothing in this clause confers any right on any person (other than a Member, in that capacity) to enforce it, or creates any duty owed by a Director to any person other than the Company.

4 · How To Adopt

1. Board resolves to recommend the amendment and convenes a Members' meeting (or circulates a written resolution).
2. Members pass a special resolution (75% of votes cast) amending the Constitution to insert the purpose clause as a foundational clause and the stakeholder clause alongside the directors' powers clause.
3. Record the resolution in the minute book; update the adopted Constitution in the Investor Relations library and Google Drive.
4. Register as a Pending B Corp, then claim the amendment in the B Impact Assessment under Mission Lock (Governance).

5 · Documents Updated To Align

• Company Constitution – purpose and stakeholder clauses inserted (this amendment).
• Shareholders Deed – recital and Shareholder acknowledgement of the B Corp clauses, and a commitment not to unwind them while certification is pursued or maintained.
• Investor Term Sheet – ESG item now discloses the B Corp clauses and Pending B Corp registration.
• Advisory Board Charter & Appointment Agreement – advisory guidance framed around the stakeholder factors.
• Board Meeting Agenda & Minutes templates – standing stakeholder-consideration wording for each decision.

6 · Related Documents

Company Constitution · Shareholders Deed · Investor Term Sheet · Advisory Board Charter · Board Meeting Agenda & Minutes · Environmental & Sustainability Policy · Policy Framework & Register.

Template clauses per the B Lab Australia & Aotearoa New Zealand purpose and stakeholder governance requirement (bcorporation.com.au). v1.0 Draft – review with legal counsel before the resolution is put.