Announcement PDF 27 November 2023 NEW CONSTITUTION Attached is the new Constitution of Hastings Technology Metals Limited that was approved and adopted by Shareholders at the Annual General Meeting held on 21 November 2023. Guy Robertson Company Secretary FOR FURTHER INFORMATION CONTACT: Charles Lew Executive Chairman +65 62209220 MEDIA ENQUIRIES: Stephanie Vanicek Communications Manager +61 405 183 237 Paul Brown Chief Executive Officer +61 8 6117 8605 Teck Lim Chief Financial Officer +61 8 6117 6118 Constitution Hastings Technology Metals Limited ACN 122 911 399 (“Company”) A public company limited by shares King & Wood Mallesons Level 30 QV1 Building 250 St Georges Terrace Perth WA 6000 Australia T +61 8 9269 7000 F +61 8 9269 7999 DX 210 Perth www.kwm.com Constitution Contents  King & Wood Mallesons 65084251_2 1 Interpretation 1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 Definitions Interpretation Corporations Act Listing Rules interpretation Replaceable rules not to apply Currency Application of Listing Rules 1 2 3 4 4 4 4 2 Share capital 5 2.1 2.2 2.3 2.4 2.5 Directors to issue shares Preference shares Class meetings Non-recognition of interests Joint holders of shares 5 5 5 6 6 3 Lien 6 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 Lien on share Lien on loans under employee incentive schemes Lien on distributions Exemption from article 3.1 or 3.2 Extinguishment of lien Company’s rights to recover payments Reimbursement is a debt due Sale under lien Limitations on sale under lien Transfer on sale under lien Irregularity or invalidity Proceeds of sale 6 6 7 7 7 7 7 7 7 8 8 8 4 Calls on shares 8 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 Directors to make calls Time of call Members’ liability Joint holders’ liability Non-receipt of notice Interest on default Fixed instalments Differentiation between holders as to calls Prepayment of calls and interest 8 8 8 8 8 9 9 9 9 5 Forfeiture of shares 9 5.1 5.2 5.3 5.4 5.5 5.6 Notice requiring payment of call Contents of notice Forfeiture for failure to comply with notice Dividends and distributions included in forfeiture Sale or re-issue of forfeited shares Notice of forfeiture 9 9 9 10 10 10 Constitution i 5.7 5.8 5.9 5.10 5.11 5.12 5.13 Surrender instead of forfeiture Cancellation of forfeiture Effect of forfeiture on former holder’s liability Evidence of forfeiture Transfer of forfeited share Registration of transferee Irregularity or invalidity 10 10 10 10 10 11 11 6 Transfer of shares 11 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 Forms of instrument of transfer Execution and delivery of transfer Effect of registration Company to register forms without charge Uncertificated Holdings Power to refuse to register Obligation to refuse to register Written notice to security holder of holding lock or refusal Company to retain instrument of transfer Resolution required for proportional takeover provisions Procedure for resolution Persons entitled to vote Resolution passed or rejected Resolution taken as passed Takeover articles cease to have effect 11 11 11 11 12 12 12 12 12 12 13 14 14 14 14 7 Transmission of shares 14 7.1 7.2 7.3 7.4 7.5 Transmission of shares on death Information given by personal representative Death of joint owner Transmission of shares on bankruptcy Transmission of shares on mental incapacity 14 14 15 15 15 8 General meetings 16 8.1 8.2 8.3 8.4 8.5 8.6 8.7 16 16 16 16 16 16 8.9 8.10 8.11 8.12 8.13 8.14 Annual general meeting Convening a general meeting Use of technology at general meetings Notice of general meeting Calculation of period of notice Cancellation or postponement of a meeting Notice of cancellation, postponement or change of venue of a meeting Contents of notice of postponement or change of venue of meeting Number of clear days for postponement of meeting Business at postponed meeting Proxy, attorney or Representative at postponed meeting Non-receipt of or defective notice Director entitled to notice of meeting Proxy, attorney or Representative appointments 9 Proceedings at general meetings 19 9.1 9.2 9.3 Membership at a specified time Number for a quorum Requirement for a quorum 19 19 20 8.8  King & Wood Mallesons 65084251_2 Constitution 17 17 17 18 18 18 18 18 ii  King & Wood Mallesons 65084251_2 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16 9.17 9.18 9.19 9.20 9.21 9.22 9.23 9.24 9.25 If quorum not present Adjourned general meeting Appointment of chairperson of general meeting Chairperson absent or unable or unwilling to act Conduct of general meetings Adjournment of general meeting Notice of adjourned meeting Questions decided by majority Casting vote for chairperson Voting on show of hands When a poll is effectively demanded Poll Entitlement to vote Voting on a poll for partly paid shares Fractions disregarded for a poll Joint shareholders’ vote Effect of unpaid call Validity of vote in certain circumstances Objection to voting qualification Direct voting Treatment of direct votes Multiple votes 20 20 20 20 21 22 22 22 22 23 23 23 24 24 24 25 25 25 25 25 25 26 10 The Directors 26 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 Number of Directors Change of number of Directors Retirement and election of Directors Office held until conclusion of meeting Director elected at general meeting Eligibility for election as Director Casual vacancy or additional Director Remuneration of Directors Superannuation contributions Additional or special duties Retirement benefit Expenses Director’s interests Vacation of office of Director 26 26 26 27 27 27 27 28 28 29 29 29 29 30 11 Powers and duties of Directors 30 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 Directors to manage Company Specific powers of Directors Appointment of attorney Provisions in power of attorney Signing of receipts and negotiable instruments Committees Powers delegated to Committees Appointment of Managing and Executive Directors Ceasing to be a Managing or Executive Director One Managing Director exempt Remuneration of Managing and Executive Directors Powers of Managing and Executive Directors Delegation of Directors’ powers 30 30 31 31 31 31 31 31 31 31 32 32 32 Constitution iii  King & Wood Mallesons 65084251_2 12 Proceedings of Directors 32 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 12.9 12.10 12.11 12.12 12.13 12.14 12.15 12.16 12.17 12.18 12.19 12.20 12.21 12.22 12.23 12.24 Directors’ meetings Director may convene a meeting Use of technology for Directors’ meetings Questions decided by majority Alternate Director or proxy and voting Chairperson and deputy chairperson of Directors Absence of chairperson at Directors’ meeting Chairperson’s casting vote at Directors’ meetings Appointment of Alternate Director Alternate Director and meetings Alternate Director’s powers Alternate Director responsible for own acts and defaults Alternate Director and remuneration Termination of appointment of Alternate Director Appointment or termination Alternate Director and number of Directors Director attending and voting by proxy Quorum for Directors’ meeting Continuing Directors may act Chairperson of Committee Meetings of Committee Determination of questions at Committee Circulating resolutions Validity of acts of Directors 32 32 32 32 32 33 33 33 33 33 33 33 33 34 34 34 34 34 34 34 35 35 35 35 13 Secretary 36 13.1 13.2 13.3 Appointment of Secretary Suspension and removal of Secretary Powers, duties and authorities of Secretary 36 36 36 14 Seals 36 14.1 14.2 Safe custody of common seals Use of common seal 36 36 15 Inspection of records 36 15.1 15.2 Inspection by Members Right of a Member or other person to inspect 36 36 16 Dividends and reserves 37 16.1 16.2 16.3 16.4 16.5 16.6 16.7 16.8 16.9 16.10 16.11 Payment of dividend No interest on dividends Calculation and apportionment of dividends Deductions from dividends Distribution of specific assets Ancillary powers regarding distributions Payments in respect of shares Effectual receipt from one joint holder Election to reinvest dividend Election to accept shares instead of dividends Unclaimed dividends or other distributions 37 37 37 38 38 38 39 40 40 40 40 Constitution iv  King & Wood Mallesons 65084251_2 17 Capitalisation of profits 40 17.1 17.2 17.3 Capitalisation of reserves and profits Applying a sum for the benefit of Members Implementing the resolution 40 40 41 18 Service of documents 41 18.1 18.2 18.3 18.4 18.5 18.6 18.7 18.8 18.9 Document includes notice Form of document Methods of service Post Electronic delivery Deemed notice to uncontactable Members Evidence of service Joint holders Persons entitled to shares 41 41 41 42 42 42 42 42 42 19 Winding up 43 19.1 19.2 19.3 Distribution of assets Powers of liquidator to vest property Shares issued on special terms 43 43 43 20 Indemnity and insurance 43 20.1 20.2 20.3 Indemnity Insurance Contract 43 44 44 21 Restricted Securities 44 21.1 21.2 21.3 21.4 21.5 Definitions Disposal during Escrow Period Agreement No entitlement Breach 44 44 44 44 45 22 Small Holdings 45 22.1 22.2 22.3 22.4 22.5 22.6 22.7 22.8 22.9 22.10 22.11 22.12 22.13 22.14 Definitions Divestment Notice Relevant Period Company can sell Relevant Shares No obligation to sell Company as Member’s attorney Conclusive evidence Registering the purchaser Payment of proceeds Costs Remedy limited to damages Dividends and voting suspended Twelve month limit Effect of a takeover bid 45 45 46 46 46 46 46 47 47 47 47 47 48 48 Schedule 1 - Terms of preference shares 49 Constitution v Constitution 1 Interpretation 1.1 Definitions In this Constitution, unless the contrary intention appears: Alternate Director means a person appointed as an alternate director under article 12.9. ASX means ASX Limited or Australian Securities Exchange as appropriate. Committee means a committee of Directors constituted under article 11.6. Company means Hastings Technology Metals Limited ACN 122 911 399, as that name may be changed from time to time. Constitution means this constitution, and a reference to an article is a reference to an article of this constitution. Corporations Act means the Corporations Act 2001 (Cth). CS Facility means a licensed clearing and settlement facility that is prescribed by regulations made for the purposes of the definition of CS Facility in the Corporations Act. CS Facility Operator means the operator of a CS Facility. Director means a person holding office as a director of the Company, and where appropriate includes an Alternate Director. Directors means all or some of the Directors acting as a board. Executive Director means a person appointed as an executive director under article 11.8. Issuer Sponsored Holding means a holding on an electronic sub-register maintained by the Company in accordance with the Listing Rules. Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable to the Company while the Company is admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Managing Director means a person appointed as a managing director under article 11.8. Member means a person entered in the Register as a holder of shares in the capital of the Company. Official List has the meaning given to it in the Listing Rules.  King & Wood Mallesons 65084251_2 Constitution 1 Operating Rules means the operating rules of a CS Facility regulating the settlement, clearing and registration of uncertificated shares as amended, varied or waived (whether in respect of the Company or generally) from time to time. Prescribed Interest Rate means the rate determined by the Directors for the particular purpose or generally under this Constitution, including any revised rate or new determination. Register means the register of Members of the Company under the Corporations Act and, if appropriate, includes a branch register. Registered Office means the registered office of the Company. Representative means a person appointed to represent a corporate Member at a general meeting of the Company in accordance with the Corporations Act. Restriction Agreement means a restriction agreement in a form set out in the Listing Rules or otherwise approved by ASX. Secretary means a person appointed under article 13.1 as a secretary of the Company and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company. Securities includes shares, rights to shares, options to acquire shares and other securities with rights of conversion to equity, in each case as issued or granted by the Company. Uncertificated Securities Holding means Securities that under the Corporations Act, the Listing Rules or any Uncertificated Transfer System may be held in uncertificated form. Uncertificated Transfer System means any system operated under the Corporations Act, the Listing Rules or the Operating Rules that regulates the transfer of registration of, or the settlement transactions affecting, Securities in uncertificated form and includes CHESS (as defined in the operating rules of ASX Settlement Pty Ltd) as it applies to Securities in certificated and uncertificated form. 1.2 Interpretation Headings and labels used for definitions are for convenience only and do not affect interpretation. Unless the contrary intention appears, in this Constitution:  King & Wood Mallesons 65084251_2 (a) the singular includes the plural and vice versa; (b) words importing any gender include all other genders; (c) a reference to a document includes any variation or replacement of it; (d) the meaning of general words is not limited by specific examples introduced by “including”, “for example”, “such as” or similar expressions; (e) a reference to “person” includes an individual, a body corporate, a partnership, a joint venture, an unincorporated association and an authority or any other entity or organisation; (f) a reference to dollars, $ or A$ is a reference to the currency of Australia; (g) a reference to a payment “in cash” includes payments by cash, or by electronic funds transfer; Constitution 2 (h) a reference to “law” includes common law, principles of equity and legislation (including regulations); (i) a reference to any legislation includes regulations under it and any consolidations, amendments, re-enactments or replacement of any of them; (j) a reference to “regulations” includes instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances and proclamations); (k) a reference to a group of persons is a reference to any 2 or more of them jointly and to each of them individually; (l) a power, an authority or a discretion given to a Director, the Directors, the Company in general meeting or a Member may be exercised at any time and from time to time; (m) a reference to “writing” or “written” includes printing, typing and other modes of reproducing words in a visible form including any representation of words in a physical document or in an electronic communication or form or otherwise; (n) a reference to a “signature” or a document (including a notice) being “signed” includes that document being executed under hand or under seal, by electronic signature or other signature which is not handwritten, in accordance with applicable law, or in any other manner approved by the Directors; and (o) a reference to a person being “present” at a meeting includes: (i) (ii) 1.3 at a meeting of Members: (A) a Member being present in person; (B) a Member being present by proxy, attorney or Representative; (C) to the extent permitted by law, a Member participating using technology approved by the Directors in accordance with this Constitution; and (D) except in any article which specifies a quorum, a Member who has duly lodged a valid direct vote in relation to the meeting; and at a meeting of Directors, participating using technology approved by the Directors in accordance with this Constitution. Corporations Act In this Constitution unless the contrary intention appears:  King & Wood Mallesons 65084251_2 (a) a word or expression defined or used in the Corporations Act has the same meaning when used in this Constitution in a similar context; and (b) “section” means a section of the Corporations Act. Constitution 3 1.4 Listing Rules interpretation In this Constitution, a word or expression defined or used in the Listing Rules has the same meaning when used in this Constitution in a similar context. 1.5 Replaceable rules not to apply The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and do not apply to the Company. 1.6 Currency The Directors may: (a) differentiate between Members as to the currency in which any amount payable to a Member is paid (whether by way of or on account of dividends, repayment of capital, participation in surplus property of the Company or otherwise); (b) determine to pay a distribution, or other amount, to a Member in a currency other than Australian dollars and the amount payable will be converted from Australian dollars in any manner, at any time and at any exchange rate as the Directors think fit; and (c) in deciding the currency in which a payment is to be made to a Member, have regard to the registered address of the Member, the register on which a Member’s shares are registered and any other matters as the Directors consider appropriate. Payment in another currency of an amount converted under this article is as between the Company and a Member adequate and proper payment of the amount payable. 1.7 Application of Listing Rules In this Constitution, a reference to the Listing Rules only applies while the Company is on the Official List. While the Company is on the Official List:  King & Wood Mallesons 65084251_2 (a) despite anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act must not be done; (b) nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done; (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done as the case may be; (d) if the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is taken to contain that provision; (e) if the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is taken not to contain that provision; and (f) if any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is taken not to contain that provision to the extent of the inconsistency. Constitution 4 2 Share capital 2.1 Directors to issue shares The issue of shares in the Company is under the control of the Directors who may: (a) issue, allot and cancel or otherwise dispose of shares in the Company; (b) grant options over unissued shares in the Company; (c) determine the terms on which shares are issued or options granted, the rights and restrictions attached to them, and the persons to whom they are issued; and (d) settle the way in which fractions of a share, however arising, are to be dealt with, subject to the Corporations Act, the Listing Rules and any special rights conferred on the holders of any shares or class of shares. 2.2 Preference shares The Company may issue preference shares and issued shares may be converted into preference shares provided that the rights of the holders of the preference shares with respect to the repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividends in relation to other shares or other classes of preference shares are: (a) as set out in Schedule 1; or (b) as approved by a resolution of the Company in accordance with the Corporations Act. The rights of holders of preference shares issued by the Company other than pursuant to Schedule 1, but in accordance with the Corporations Act, are determined by the terms of issue of those preference shares and the relevant resolution of the Company and are not determined by or affected by the rights set out in Schedule 1. Subject to the Corporations Act and the Listing Rules, the Company may issue preference shares which are, or are at the option of the Company to be liable, to be redeemed or to be converted into other shares on such conditions and in such a manner as the Directors decide under the terms of issue of the preference shares. Subject to the Corporations Act and the Listing Rules, the Company may issue any combination of fully paid, partly paid or unpaid preference shares. Despite this article 2.2 and Schedule 1, the Company may not issue a preference share that confers on the holder rights that are inconsistent with those specified in the Listing Rules, except to the extent of any waiver or modification of the Listing Rules by ASX. 2.3 Class meetings The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with any necessary changes to every separate meeting of the holders of a class of shares except that:  King & Wood Mallesons 65084251_2 Constitution 5 2.4 (a) a quorum is constituted by at least 2 persons who, between them, hold or represent one-third of the issued shares of the class (unless only one person holds all the shares of the class, in which case that person constitutes a quorum); and (b) any holder of shares of the class, present in person or by proxy, or attorney or Representative, may demand a poll. Non-recognition of interests Except as required by law, the Company is not required to recognise: (a) a person as holding a share on any trust; or (b) any other interest in any share or any other right in respect of a share except an absolute right of ownership in the registered holder, whether or not it has notice of the trust, interest or right. 2.5 Joint holders of shares Where 2 or more persons are registered as the joint holders of shares then they are taken to hold the shares as joint tenants with rights of survivorship. However, the Company is not bound (a) to register more than the maximum number of persons capable of being registered by the CS Facility, and permitted under the Operating Rules, as joint holders of a share; or (b) to issue more than one certificate or holding statement for shares jointly held. 3 Lien 3.1 Lien on share To the extent permitted by law, the Company has a first and paramount lien on every share for and right of set-off against: 3.2 (a) all due and unpaid calls and instalments in respect of that share; (b) all money which the Company is required by law to pay, and has paid, in respect of that share; (c) interest at the Prescribed Interest Rate on the amount due from the date it becomes due until payment; and (d) reasonable expenses of the Company in respect of the default on payment. Lien on loans under employee incentive schemes The Company also has a first and paramount lien on each share registered in the name of the Member acquired in connection with an employee incentive scheme for all money payable to the Company by the Member under loans made under an employee incentive scheme.  King & Wood Mallesons 65084251_2 Constitution 6 3.3 Lien on distributions A lien on a share under article 3.1 or 3.2 extends to all distributions for that share, including dividends. 3.4 Exemption from article 3.1 or 3.2 The Directors may at any time exempt a share wholly or in part from the provisions of article 3.1 or 3.2. 3.5 Extinguishment of lien The Company’s lien on a share is extinguished if a transfer of the share is registered without the Company giving notice of the lien to the transferee. 3.6 Company’s rights to recover payments A Member must reimburse the Company on demand in writing for all payments the Company makes to a government or taxing authority in respect of the Member, the death of a Member or the Member’s shares or any distributions on the Member’s shares, including dividends, where the Company is either: (a) required by law to make the relevant payment; or (b) advised by a lawyer qualified to practice in the jurisdiction of the relevant government or taxing authority that the Company is required by law to make the relevant payment. The Company is not obliged to advise the Member in advance of its intention to make the payment. 3.7 Reimbursement is a debt due The obligation of the Member to reimburse the Company is a debt due to the Company as if it were a call on all the Member’s shares, duly made at the time when the written demand for reimbursement is given by the Company to the Member. The provisions of this Constitution relating to non-payment of calls, including payment of interest and sale of the Member’s shares under lien, apply to the debt. 3.8 Sale under lien Subject to article 3.9, the Company may sell, in any manner the Directors think fit, any share on which the Company has a lien. 3.9 Limitations on sale under lien A share on which the Company has a lien may not be sold by the Company unless:  King & Wood Mallesons 65084251_2 (a) an amount in respect of which the lien exists is presently payable; and (b) the Company has, not less than 14 days before the date of sale, given to the registered holder of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a notice setting out, and demanding payment of, the amount which is presently payable in respect of which the lien exists. Constitution 7 3.10 Transfer on sale under lien For the purpose of giving effect to a sale under article 3.8, the Company may receive the consideration, if any, given for the share so sold and may execute a transfer of the share sold in favour of the purchaser of the share, or do all such other things as may be necessary or appropriate for it to do to effect the transfer. The purchaser is not bound to see to the application of the purchase money. 3.11 Irregularity or invalidity The title of the purchaser to the share is not affected by any irregularity or invalidity in connection with the sale of the share under article 3.8. 3.12 Proceeds of sale The proceeds of a sale under article 3.8 must be applied by the Company in payment of the amount in respect of which the lien exists as is presently payable, and the residue, if any, must be paid to the person entitled to the share immediately before the sale. 4 Calls on shares 4.1 Directors to make calls The Directors may: 4.2 (a) make calls on a Member in respect of any money unpaid on the shares of that Member, if the money is not by the terms of issue of those shares made payable at fixed times; (b) make a call payable by instalments; and (c) revoke or postpone a call. Time of call A call is taken to be made at the time when the resolution of the Directors authorising the call is passed. 4.3 Members’ liability On receiving not less than 14 days’ notice (or any other period required by the Listing Rules) specifying the time or times and place of payment, each Member must pay to the Company by the time or times, and at the place, specified in the notice the amount called on that Member’s shares. 4.4 Joint holders’ liability The joint holders of a share are jointly and individually liable to pay all calls in respect of the share. 4.5 Non-receipt of notice The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Member does not invalidate the call.  King & Wood Mallesons 65084251_2 Constitution 8 4.6 Interest on default If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due must pay interest on the sum from the day it is due to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part. 4.7 Fixed instalments Subject to any notice requirements under the Listing Rules, if the terms of a share make a sum payable on issue of the share or at a fixed date, this is taken to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable. In the case of non-payment, all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified. 4.8 Differentiation between holders as to calls The Directors may, on the issue of shares, differentiate between the holders of the shares as to the amount of calls to be paid and the times of payment. 4.9 Prepayment of calls and interest The Directors may: (a) accept from a Member the whole or a part of the amount unpaid on a share even if no part of that amount has been called; and (b) authorise payment by the Company of interest on the whole, or any part, of an amount so accepted, until the amount becomes payable, at such rate, not exceeding the Prescribed Interest Rate, as is agreed between the Directors and the Member paying the sum. 5 Forfeiture of shares 5.1 Notice requiring payment of call If a Member fails to pay a call, or instalment of a call, on the day appointed for payment of the call or instalment, the Directors may, at any time afterwards during such time as any part of the call or instalment remains unpaid, give a notice to the Member requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all