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North Denes Aerodrome Ltd, et al. – ‘S-4’ on 1/18/12 – ‘EX-3.54’

On:  Wednesday, 1/18/12, at 4:49pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-12-15597   ·   File #s:  333-179072, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/18/12  North Denes Aerodrome Ltd         S-4¶                 128:38M                                    Donnelley … Solutions/FA
          Lloyd Helicopter Services Ltd
          Management Aviation Ltd
          Lloyd Helicopter Services Pty Ltd
          Lloyd Helicopters Pty Ltd
          CHC Sweden AB
          CHC Netherlands BV
          CHC Helicopters (Barbados) Ltd
          CHC Capital (Barbados) Ltd
          Capital Aviation Services BV
          Heli-One (Netherlands) B.V.
          Heliworld Leasing Ltd
          Lloyd Helicopters Int’l Pty Ltd in its own capacity & as tr… Tr
          Lloyd Off-Shore Helicopters Pty. Ltd.
          Lloyd Bass Strait Helicopters Pty. Ltd.
          CHC Helicopter Holding S.?.r.l.
          CHC Holding (UK) Ltd
          CHC Leasing (Ireland) Ltd
          CHC Norway Acquisition Co AS
          Heli-One (U.K.) Ltd
          Heli-One Canada Inc.
          Heli-One Holdings (UK) Ltd
          Heli-One Leasing Inc.
          Helicopter Services Group AS
          6922767 Holding S.?.r.l.
          CHC Den Helder B.V.
          CHC Global Operations (2008) Inc.
          CHC Global Operations International Inc.
          CHC Helicopter S.A.
          CHC Holding NL B.V.
          CHC Hoofddorp B.V.
          Heli-One (U.S.) Inc.
          Heli-One Defence B.V.
          Heli-One Leasing (Norway) AS
          Heli-One USA Inc.
          Heli-One (Norway) AS
          Heli-One (Europe) AS
          Helikopter Service AS
          Integra Leasing AS

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   4.57M 
                Business-Combination Transaction                                 
128: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     12K  
 2: EX-3.1      Chc Helicopter S.A., Articles of Association        HTML    103K 
11: EX-3.10     Chc Global Operations International Inc., Bylaws    HTML    115K 
12: EX-3.11     Chc Helicopter Holding S.A R.L, Articles of         HTML    130K 
                Association                                                      
13: EX-3.12     Chc Helicopters (Barbados) Limited, Amended         HTML    288K 
                Articles of Incorporation                                        
14: EX-3.13     Chc Helicopters (Barbados) Limited, Bylaws          HTML    134K 
15: EX-3.14     Chc Holding Nl B.V., Deed of Incorporation          HTML    140K 
16: EX-3.15     Chc Holding (Uk) Limited, Certificate of            HTML     87K 
                Incorporation                                                    
17: EX-3.16     Chc Holding (Uk) Limited, Amended Memorandum of     HTML    132K 
                Association                                                      
18: EX-3.17     Chc Hoofddorp B.V., Deed of Incorporation           HTML    149K 
19: EX-3.18     Chc Netherlands B.V., Amended Articles of           HTML    193K 
                Association                                                      
20: EX-3.19     Chc Norway Acquisition Co. As, Certificate of       HTML     52K 
                Registration                                                     
 3: EX-3.2      6922767 Holding S.Ar.L. Articles of Association     HTML    319K 
21: EX-3.20     Chc Norway Acquisition Co. As, Articles of          HTML     48K 
                Association                                                      
22: EX-3.21     Chc Sweden Ab, Certificate of Registration          HTML     54K 
23: EX-3.22     Chc Sweden Ab, Articles of Association and Rules    HTML     77K 
                of Procedure                                                     
24: EX-3.23     Helicopter Services Group As, Articles of           HTML     49K 
                Association                                                      
25: EX-3.24     Helicopter Services Group As, Certificate of        HTML     56K 
                Registration                                                     
26: EX-3.25     Helikopter Service As, Certificate of Registration  HTML     54K 
27: EX-3.26     Helikopter Service As, Articles of Association      HTML     49K 
28: EX-3.27     Heli-One Canada Inc., Certificate of Amalgamation   HTML     67K 
29: EX-3.28     Heli-One Canada Inc., Bylaws                        HTML    130K 
30: EX-3.29     Heli-One Defence B.V., Amended Articles of          HTML    110K 
                Association                                                      
 4: EX-3.3      Capital Aviation Services B.V. Amended Articles of  HTML    125K 
                Association                                                      
31: EX-3.30     Heli-One Holdings (Uk) Limited, Certificate of      HTML     44K 
                Incorporation                                                    
32: EX-3.31     Heli-One Holdings (Uk) Ltd, Memorandum of           HTML     93K 
                Association & Articles of Association                            
33: EX-3.32     Heli-One (Europe) As, Amended Articles of           HTML     47K 
                Association                                                      
34: EX-3.33     Heli-One (Europe) As, Certificate of Registration   HTML     53K 
35: EX-3.34     Heli-One Leasing Inc., Certificate of               HTML     64K 
                Incorporation                                                    
36: EX-3.35     Heli-One Leasing Inc., Bylaws                       HTML    114K 
37: EX-3.36     Heli-One Leasing (Norway) As, Amended Articles of   HTML     49K 
                Association                                                      
38: EX-3.37     Heli-One Leasing (Norway) As, Certificate of        HTML     53K 
                Registration                                                     
39: EX-3.38     Heli-One (Norway) As, Amended Articles of           HTML     48K 
                Association                                                      
40: EX-3.39     Heli-One (Norway) As, Certificate of Registration   HTML     57K 
 5: EX-3.4      Chc Capital (Barbados) Limited, Certificate of      HTML     78K 
                Incorporation                                                    
41: EX-3.40     Heli-One (Netherlands) B.V., Amended Articles of    HTML    139K 
                Association                                                      
42: EX-3.41     Heli-One (Uk) Limited, Amended Certificate of       HTML     80K 
                Incorporation                                                    
43: EX-3.42     Heli-One (Uk) Limited, Amended Articles of          HTML    188K 
                Association                                                      
44: EX-3.43     Heli-One (Us) Inc., Certificate of Incorporation    HTML     51K 
45: EX-3.44     Heli-One (Us) Inc., Bylaws                          HTML     94K 
46: EX-3.45     Heli-One Usa Inc., Amended Articles of              HTML     95K 
                Incorporation                                                    
47: EX-3.46     Heli-One Usa Inc., Bylaws                           HTML    107K 
48: EX-3.47     Heliworld Leasing Limited, Certificate of           HTML     46K 
                Incorporation                                                    
49: EX-3.48     Heliworld Leasing Limited, Memorandum of            HTML    170K 
                Association and Articles of Association                          
50: EX-3.49     Chc Leasing (Ireland) Limited, Certificate of       HTML     78K 
                Incorporation                                                    
 6: EX-3.5      Chc Capital (Barbados) Limited, Bylaws              HTML    109K 
51: EX-3.50     Chc Leasing (Ireland) Limited, Memo of Association  HTML    126K 
                and Articles of Association                                      
52: EX-3.51     Integra Leasing As, Articles of Association         HTML     48K 
53: EX-3.52     Integra Leasing As, Certificate of Registration     HTML     50K 
54: EX-3.53     Lloyd Bass Strait Helicopters Pty. Ltd.             HTML     44K 
55: EX-3.54     Lloyd Bass Strait Helicopters Pty. Ltd.,            HTML    333K 
                Constitution                                                     
56: EX-3.55     Lloyd Helicopters International Pty. Ltd.           HTML    316K 
                Indenture                                                        
57: EX-3.56     Lloyd Helicopters International Pty. Ltd.           HTML    331K 
                Certificate of Registration                                      
58: EX-3.57     Lloyd Helicopters Pty. Ltd., Certificate of         HTML     44K 
                Registration                                                     
59: EX-3.58     Lloyd Helicopters Pty. Ltd., Constitution           HTML    353K 
60: EX-3.59     Lloyd Helicopter Services Limited, Certificate of   HTML     73K 
                Incorporation and Memo of Assn                                   
 7: EX-3.6      Chc Den Helder B.V., Amended Articles of            HTML    163K 
                Association                                                      
61: EX-3.60     Lloyd Helicopter Services Limited, Articles of      HTML     82K 
                Association                                                      
62: EX-3.61     Lloyd Helicopter Services Pty. Ltd., Certificate    HTML     61K 
                of Registration                                                  
63: EX-3.62     Lloyd Helicopter Services Pty. Ltd., Constitution   HTML    329K 
64: EX-3.63     Lloyd Offshore Helicopters Pty. Ltd., Certificate   HTML     86K 
                of Registration                                                  
65: EX-3.64     Lloyd Offshore Helicopters Pty. Ltd., Constitution  HTML    305K 
66: EX-3.65     Management Aviation Limited, Certificate of         HTML     75K 
                Incorporation                                                    
67: EX-3.66     Management Aviation Limited, Memorandum of          HTML    104K 
                Association and Articles of Assn                                 
68: EX-3.67     North Denes Aerodrome Limited, Certificate of       HTML     70K 
                Incorporation                                                    
69: EX-3.68     North Denes Aerodrome Limited, Memorandum of        HTML    106K 
                Association and Articles of Assn                                 
 8: EX-3.7      Chc Global Operations (2008) Inc., Certificate of   HTML    102K 
                Incorporation                                                    
 9: EX-3.8      Chc Global Operations (2008) Inc., Bylaws           HTML    114K 
10: EX-3.9      Chc Global Operations International Inc.,           HTML     62K 
                Certificate of Incorporation                                     
70: EX-4.1      Indenture                                           HTML   1.12M 
71: EX-4.3      Registration Rights Agreement                       HTML    214K 
72: EX-4.4      Intercreditor Agreement                             HTML    408K 
73: EX-5.1      Opinion of Simpson Thacher & Bartlett LLP           HTML     65K 
82: EX-5.10     Opinion of Paull & Williamsons LLP                  HTML     80K 
83: EX-5.11     Opinion of Arthur Cox                               HTML     62K 
84: EX-5.12     Opinion of Dla Piper LLP (Us)                       HTML     51K 
74: EX-5.2      Opinion of Simpson, Thacher & Bartlett              HTML     66K 
75: EX-5.3      Opinion of Loyens & Loeff                           HTML     82K 
76: EX-5.4      Opinion of Harridyal Sodha & Associates             HTML     60K 
77: EX-5.5      Opinion of Blake, Cassels & Graydon LLP             HTML     56K 
78: EX-5.6      Opinion of Mallesons Stephen Jaques                 HTML    100K 
79: EX-5.7      Opinion of Advokatfirmaet Thommessan as             HTML     74K 
80: EX-5.8      Opinion of Advokatfirman Vinge Kb                   HTML     89K 
81: EX-5.9      Opinion of Van Doorne N.V.                          HTML     78K 
85: EX-10.1     Credit Agreement                                    HTML   1.05M 
94: EX-10.10    2008 Share Incentive Plan of 6922767 Holding        HTML    138K 
                (Cayman) Inc.                                                    
95: EX-10.11    Form of 2008 Option Agreement of 6922767 Holding    HTML     61K 
                (Cayman) Inc.                                                    
96: EX-10.12    Form of 2008 Option Rollover Agreement of 6922767   HTML     59K 
                Holding (Cayman) Inc.                                            
97: EX-10.13    Form of 2008 Special A Share Subscription           HTML     64K 
                Agreement                                                        
98: EX-10.14    Form of 2008 Subscription Agreement of 6922767      HTML     68K 
                Holding (Cayman) Inc.                                            
99: EX-10.15    Management Shareholders Agreement                   HTML    186K 
100: EX-10.16    Employment Agreement - William J. Amelio            HTML    126K  
101: EX-10.17    Employment Agreement - Christine Baird              HTML     93K  
102: EX-10.18    Employment Agreement - Neil Calvert                 HTML     93K  
103: EX-10.19    Employment Agreement - Rick Davis                   HTML    100K  
86: EX-10.2     Guarantee                                           HTML    163K 
104: EX-10.20    Employment Agreement - Tilmann Gabriel              HTML     93K  
105: EX-10.21    Employment Agreement - Joan Hooper                  HTML     97K  
106: EX-10.22    Employment Agreement - Michael O'Neill              HTML    111K  
107: EX-10.23    Amended and Restated Employment Agreement -         HTML    106K  
                Michael Summers                                                  
108: EX-10.24    Amended and Restated Supp Retirement Plan           HTML     79K  
                Agreement - Christine Baird                                      
109: EX-10.25    Retirement Compensation Arrangement - Christine     HTML    206K  
                Baird                                                            
110: EX-10.26    Retirement Compensation Arrangement - Neil Calvert  HTML    198K  
111: EX-10.27    Amended and Restated Supp Retirement Plan - Neil    HTML     81K  
                Calvert                                                          
112: EX-10.28    Supplemental Retirement Plan Agreement - Rick       HTML     78K  
                Davis                                                            
113: EX-10.29    Retirement Compensation Agreement - Rick Davis      HTML    201K  
87: EX-10.3     Material Contract                                   HTML    227K 
114: EX-10.30    Agreement Regarding Termination - Christine Baird   HTML    105K  
115: EX-10.31    Agreement Regarding Termination - Neil Calvert      HTML    178K  
116: EX-10.32    Agreement Regarding Termination - Rick Davis        HTML     62K  
117: EX-10.33    Consulting Agreement - Rick Davis                   HTML     62K  
118: EX-10.34    Compromise Agreement - Tilmann Gabriel              HTML    117K  
119: EX-10.35    Offer Letter - Michael Summers                      HTML     58K  
88: EX-10.4     Sale Purchase Agreement                             HTML    258K 
89: EX-10.5     Framework Agreement                                 HTML    745K 
90: EX-10.6     2011 Management Equity Plan of 6922767 Holding      HTML    135K 
                (Cayman) Inc.                                                    
91: EX-10.7     Form of 2011 Option Agreement of 6922767 Holding    HTML     70K 
                (Cayman) Inc.                                                    
92: EX-10.8     Form of 2011 Restricted Share Unit Grant Agreement  HTML     59K 
93: EX-10.9     Form of 2011 Subscription Agreement of 6922767      HTML     73K 
                Holding (Cayman) Inc.                                            
121: EX-21.1     Schedule of Subsidiaries of 6922767 Holdings S.A    HTML     72K  
                R.L.                                                             
122: EX-23.13    Consent of Ernst & Young LLP                        HTML     43K  
123: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML    113K  
124: EX-99.1     Form of Letter of Transmittal                       HTML    156K  
125: EX-99.2     Form of Letter to Brokers, Dealers, Commercial      HTML     51K  
                Banks, Trust Companies and Others                                
126: EX-99.3     Form of Letter to Clients                           HTML     57K  
127: EX-99.4     Form of Notice of Guaranteed Delivery               HTML     64K  
120: EX-12.1     Computation of Ratio of Earnings to Fixed Charges   HTML     70K  

Exhibit 3.54

MINTER ELLISON

ATTN: SUSAN COLLINS

GPO BOX 1272

ADELAIDE SA 5001

Certificate of the Registration of a Company

Corporations Law Paragraph 1274 (2) (b)

This is to certify that

BASS STRAIT HELICOPTERS PTY. LTD.

Australian Company Number 007 975 304

is taken to be registered as a company under the Corporations Law of South Australia.

On the eighth day of January 1982 the company changed its name to LLOYD BASS STRAIT HELICOPTERS PTY. LTD.

The company is limited by shares.

The company is a proprietary company.

The day of commencement of registration is the fifteenth day of December 1981.

Constitution

Lloyd Bass Strait Helicopters Pty Limited (ACN 007 975 304) (“Company”)

A Company Limited by Shares

Adopted on 28 October 2008

Mallesons Stephen Jaques

Level 61

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com

Constitution

Contents

In this Constitution unless the contrary intention appears:

Alternate Director means a person appointed as an alternate director under article 12.7.

Committee means a committee of Directors constituted under article 11.7.

Company means Lloyd Bass Strait Helicopters Pty Limited and as that company name may be changed from time to time.

Constitution means this constitution as amended from time to time, and a reference to an article is a reference to an article of this Constitution.

Corporations Act means the Corporations Act 2001 (Cwlth).

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 11.9.

Managing Director means a person appointed as a managing director under article 11.9.

Member means a person entered in the Register as a holder of shares in the capital of the Company.

Part means a Part of this Constitution.

Prescribed Interest Rate means the rate determined by the Directors for the purpose of this Constitution, and in the absence of a determination means 10% per annum.

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.

Related Body Corporate has the same meaning as related body corporate has in the Corporations Act.

Replaceable Rule means any provision of those sections and sub-sections of the Corporations Act which are designated under section 141 of the Corporations Act as “replaceable rules” and so capable of being replaced or modified by a company’s constitution.

Representative means a person appointed to represent a corporate Member at a general meeting of the Company in accordance with the Corporations Act.

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.

State means the State or Territory in which the Company is for the time being registered.

In this Constitution unless the contrary intention appears:

In this Constitution unless the contrary intention appears:

Headings are inserted for convenience and are not to affect the interpretation of this Constitution.

This Constitution is divided into Parts as indicated by its Contents.

The provisions of the Corporations Act that apply as Replaceable Rules are displaced by this Constitution and accordingly do not apply to the Company.

The Directors may:

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.

The issue of shares in the Company is under the control of the Directors who may:

subject to the Corporations Act and any special rights conferred on the holders of any shares or class of shares.

The Company may not issue preference shares (including redeemable preference shares) and issued shares may not be converted into preference shares unless the rights attached to the preference shares have been approved by special resolution.

Subject to compliance with the Corporations Act and other applicable laws, the conversion of any preference share issued in compliance with article 2.2 will not constitute a cancellation, redemption or termination of the preference share or the issue, allotment or creation of new shares, but will have the effect of varying the status of, and the rights attaching to, the preference share so that it becomes an ordinary share

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:

Except as required by law, the Company is not required to recognise:

whether or not it has notice of the trust, interest or right.

Where two 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, but the Company is not bound:

To the extent permitted by law, the Company has a first and paramount lien on every share for:

A lien on a share under article 3.1 or 3.2 extends to all distributions in respect of that share, including dividends.

The Directors may at any time exempt a share wholly or in part from the provisions of article 3.1 or 3.2.

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.

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:

The Company is not obliged to advise the Member in advance of its intention to make the payment.

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.

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.

A share on which the Company has a lien may not be sold by the Company unless:

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.

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.

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.

The Directors may:

A call is taken to be made at the time when the resolution of the Directors authorising the call is passed.

Each Member must, upon receiving not less than 30 business days’ notice specifying the time or times and place of payment, pay to the Company by the time or times, and at the place, so specified the amount called on that Member’s shares.

The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.

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.

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 to the time of actual payment at the Prescribed Interest Rate. The Directors may waive payment of that interest wholly or in part.

Any sum that, by the terms of issue of a share, becomes payable on issue of the share or at a fixed date, is to be 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.

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.

The Directors may:

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 costs and expenses that may have been incurred by the Company by reason of that non-payment.

The notice must name a further day, not earlier than the expiration of 14 days from the date of service of the notice, on or before which the payment required by the notice is to be made and must state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.

If a notice under article 5.1 has not been complied with by the date specified in the notice, the Directors may by resolution forfeit the relevant shares, at any time before the payment required by the notice has been made.

A forfeiture under article 5.3 includes all dividends and other distributions declared or to be made in respect of the forfeited shares and not actually paid or distributed before the forfeiture.

Subject to the Corporations Act, a share forfeited under article 5.3 may be sold, re-issued or otherwise disposed of to such person and on such terms as the Directors think fit.

If any share is forfeited under article 5.3, notice of the forfeiture must be given to the Member holding the share immediately before the forfeiture and an entry of the forfeiture and its date must be made in the Register. Any failure to give notice or enter the forfeiture in the Register does not invalidate the forfeiture.

The Directors may accept the surrender of any share which they are entitled to forfeit on any terms they think fit and any share so surrendered is taken to be a forfeited share.

At any time before a sale or disposal of a share under article 5.5, the forfeiture of that share may be cancelled on such terms as the Directors think fit.

A person whose shares have been forfeited:

A statement in writing declaring that the person making the statement is a Director or a Secretary, and that a share in the Company has been forfeited in accordance with this Constitution on the date declared in the statement, is prima facie evidence of the facts in the statement as against all persons claiming to be entitled to the share.

The Company may receive the consideration (if any) given for a forfeited share on any sale or disposal of the share under article 5.5 and may execute or effect a transfer of the share in favour of the person to whom the share is sold or disposed.

On the execution of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as consideration.

The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share.

Subject to this Constitution, a share in the Company is transferable by an instrument in writing in any usual or common form or in any other form that the Directors approve.

The instrument of transfer must be:

and in that event the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as the holder of the share.

A transferor of a share remains the holder of the share transferred until the transfer is registered and the name of the transferee is entered in the Register in respect of the share.

The Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without imposing a charge except where the issue of a certificate is to replace a lost or destroyed certificate.

The Company must retain every instrument of transfer which is registered for such period as is required by any applicable law.

as a result (in any such case) of the exercise of the Mortgagee’s rights under that Security Interest and the directors must register such a transfer on receiving a request (in the form required under the Company’s Constitution) to register the transfer. The directors may rely on a certificate from a Mortgagee that the Security Interest has become enforceable.

If a Member, who does not hold shares jointly, dies, the Company will recognise only the personal representative of the Member as being entitled to the Member’s interest in the shares.

If the personal representative gives the Directors the information they reasonably require to establish the representative’s entitlement to be registered as a holder of the shares:

On receiving an election under paragraph (a)(i), the Company must register the personal representative as the holder of the shares.

A transfer under paragraph (a)(ii) is subject to the articles that apply to transfers generally.

If a Member, who holds shares jointly, dies, the Company will recognise only the survivor as being entitled to the Member’s interest in the shares. The estate of the Member is not released from any liability in respect of the shares.

If a person entitled to shares because of the bankruptcy of a Member gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as the holder of the shares, the person may:

On receiving an election under paragraph (a), the Company must register the person as the holder of the shares.

A transfer under paragraph (b) is subject to the articles that apply to transfers generally.

This article has effect subject to the Bankruptcy Act 1966 (Cwlth).

If a person entitled to shares because of the mental incapacity of a Member gives the Directors the information they reasonably require to establish the person’s entitlement to be registered as the holder of the shares:

On receiving an election under paragraph (a)(i), the Company must register the person as the holder of the shares.

A transfer under paragraph (a)(ii) is subject to the articles that apply to transfers generally.

The Directors or a Director may convene and arrange to hold a general meeting of the Company whenever they think fit and must do so if required to do so under the Corporations Act.

Notice of a general meeting must be given in accordance with Part 18 and the Corporations Act.

In computing the period of notice under article 8.2, both the day on which the notice is given or taken to be given and the day of the meeting convened by it are to be disregarded.

Where a general meeting is convened by the Directors they may by notice, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them or change the place for the meeting.

This article 8.4 does not apply to a meeting convened in accordance with the Corporations Act by a single Director, by Members, by the Directors on the request of Members or to a meeting convened by a court.

Notice of cancellation or postponement or change of place of a general meeting must state the reason for cancellation or postponement and be given:

A notice of postponement of a general meeting must specify:

The number of clear days from the giving of a notice postponing the holding of a general meeting to the date specified in that notice for the holding of the postponed meeting must not be less than the number of clear days notice of the general meeting required to be given by this Constitution or the Corporations Act.

The only business that may be transacted at a general meeting the holding of which is postponed is the business specified in the original notice convening the meeting.

Where by the terms of an instrument appointing a proxy or attorney or an appointment of a Representative:

then, by force of this article, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy, power of attorney or appointment of Representative unless the Member appointing the proxy, attorney or Representative gives to the Company at its Registered Office notice in writing to the contrary not less than 48 hours before the time to which the holding of the meeting has been postponed.

The non-receipt of notice of a general meeting or cancellation or postponement of a general meeting by, or the accidental omission to give notice of a general meeting or cancellation or postponement of a general meeting to, a person entitled to receive notice does not invalidate any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of a meeting.

A Director is entitled to receive notice of and to attend all general meetings and all separate meetings of the holders of any class of shares in the capital of the Company and is entitled to speak at those meetings.

Subject to the Corporations Act, a Member who is entitled to participate in and vote at a meeting of the Company may appoint a person as the Member’s proxy or may appoint a Representative or an attorney, to participate in and vote at the meeting for the Member.

If a Member is entitled to cast two or more votes at the meeting, the Member may appoint two proxies who may each exercise half of the Member’s votes at the meeting, unless the instrument appointing the proxies specifies the proportion or number of the Member’s votes that each proxy may exercise.

Unless the contrary intention appears, a reference to a Member in this Part 9 means a person who is a Member, or a:

of that Member.

The quorum for a general meeting is, where the Company has only one Member entitled to vote at general meetings, that Member and where the Company has more than one Member entitled to vote at general meetings, two Members entitled to vote at general meetings, present in person or by proxy, attorney or Representative, or such other number as may be determined by the Directors. In determining whether a quorum is present, each individual attending as a proxy, attorney or Representative is to be counted, except that:

An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it. If a quorum is present at the time the first item of business is transacted, it is taken to be present when the meeting proceeds to consider each subsequent item of business unless the chairman of the meeting (on the chairman’s own motion or at the request of a Member, proxy, attorney or Representative who is present) declares otherwise.

If within 15 minutes after the time appointed for a meeting a quorum is not present, the meeting:

At a meeting adjourned under article 9.4(b), two persons each being a Member, proxy, attorney or Representative present at the meeting are a quorum and, if a quorum is not present within 15 minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

If the Directors have elected one of their number as chairman of their meetings, that person is entitled to preside as chairman at a general meeting.

If a general meeting is held and:

the following may preside as chairman of the meeting (in order of precedence):

The chairman of a general meeting:

and a decision by the chairman under this article is final.

The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting at any time and any place, but:

Unless required by the chairman, a vote may not be taken or demanded by the Members present in person or by proxy, attorney or Representative in respect of any adjournment.

It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more. In that case, notice of the adjourned meeting must be given as in the case of an original meeting.

Subject to the requirements of the Corporations Act, a resolution is taken to be carried if a simple majority of the votes cast on the resolution are in favour of it.

If there is an equality of votes, either on a show of hands or on a poll, the chairman of the meeting is not entitled to a casting vote, in addition to any votes to which the chairman is entitled as a Member or proxy or attorney or Representative.

At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is effectively demanded and the demand is not withdrawn. A declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact. Neither the chairman nor the minutes need state, and it is not necessary to prove, the number or proportion of the votes recorded in favour of or against the resolution.

If a poll is effectively demanded:

Subject to any rights or restrictions for the time being attached to any class or classes of shares and to this Constitution:

If a share is held jointly and more than one Member votes in respect of that share, only the vote of the Member whose name appears first in the Register counts.

A Member is not entitled at a general meeting to cast a vote attached to a share on which a call is due and payable and has not been paid.

Unless the Company has received written notice of the matter before the start or resumption of the meeting at which a person votes as a proxy, attorney or Representative, a vote cast by that person is valid even if, before the person votes:

An objection to the right of a person to attend or vote at the meeting or adjourned meeting:

A vote not disallowed under the objection is valid for all purposes.

Unless otherwise determined by the Company in general meeting, the number of Directors is to be not less than two.

The Directors in office at the time of adoption of this Constitution continue in office subject to this Constitution.

The Company in general meeting may by resolution increase or reduce the number of Directors, and may also determine the rotation in which the increased or reduced number is to retire from office.

The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, provided the total number of Directors does not exceed the maximum number, if any, determined in accordance with article 10.1.

A Director appointed under this article holds office until the conclusion of the next annual general meeting of the Company but is eligible for election at that meeting. This provision does not apply to a Managing Director or Executive Director who is exempt under article 11.10.

The Directors are to be remunerated for their services as Directors as determined by the Company in general meeting by resolution. The remuneration is taken to accrue from day to day.

If a Director at the request of the Directors performs additional or special duties for the Company, the Company may remunerate that Director as determined by the Directors and that remuneration may be either in addition to or in substitution for that Director’s remuneration under article 10.4.

Subject to the Corporations Act, the Company may pay a former Director, or the personal representatives of a Director who dies in office, a retirement benefit in recognition of past services of an amount determined by the Directors. The Company may also enter into a contract with a Director providing for payment of a retiring benefit. A retirement benefit paid under this article is not remuneration to which article 10.4 applies.

A Director is entitled to be reimbursed out of the funds of the Company such reasonable travelling, accommodation and other expenses as the Director may incur when travelling to or from meetings of the Directors or a Committee or when otherwise engaged on the business of the Company.

Subject to complying with the Corporations Act regarding disclosure of and voting on matters involving material personal interests, a Director may:

A reference to the Company in this article 10.8 is also a reference to each Related Body Corporate of the Company.

In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:

The business of the Company is to be managed by the Directors, who may exercise all such powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

Without limiting the generality of article 11.1, the Directors may exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person.

The directors are authorised to act in the best interests of any company of which the Company is a wholly-owned subsidiary in the circumstances contemplated by section 187 of the Corporations Act.

The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for the purposes and with the powers, authorities and discretions vested in or exercisable by the Directors for such period and subject to such conditions as they think fit.

A power of attorney granted under article 11.4 may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate (including by way of appointment of a substitute attorney) all or any of the powers, authorities and discretions vested in the attorney.

The Directors may determine the manner in which and persons by whom cheques, promissory notes, bankers’ drafts, bills of exchange and other negotiable instruments, and receipts for money paid to the Company, may be signed, drawn, accepted, endorsed or otherwise executed.

The Directors may delegate any of their powers, other than powers required by law to be dealt with by Directors as a board, to a Committee or Committees consisting of one or more of their number as they think fit.

A Committee to which any powers have been delegated under article 11.7 must exercise those powers in accordance with any directions of the Directors.

The Directors may appoint one or more of themselves to the office of Managing Director or as an Executive Director or to any other office (except auditor), or any position of employment with the Company for the period and on the terms they think fit.

Whether or not the appointment of a Managing Director or Executive Director was expressed to be for a specified term, the appointment of a Managing Director or Executive Director terminates if:

The remuneration of a Managing Director or an Executive Director may be fixed by the Directors and may be by way of salary or commission or participation in profits or by all or any of those modes, but may not be by a commission on or percentage of operating revenue.

The Directors may:

The powers of delegation expressly or impliedly conferred by this Constitution on the Directors are conferred in substitution for, and to the exclusion of, the power conferred by section 198D of the Corporations Act.

The Directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit, including by allowing telephone participation in board meetings.

A Director may at any time, and the Secretary must on the written request of a Director, convene a meeting of the Directors.

A question arising at a meeting of Directors is to be decided by a majority of votes of Directors present and entitled to vote and that decision is for all purposes a decision of the Directors.

A person who is present at a meeting of Directors as an Alternate Director or as a proxy for another Director has one vote for each absent Director who would be entitled to vote if present at the meeting and for whom that person is an Alternate Director or proxy and, if that person is also a Director, has one vote as a Director in that capacity.

The Directors may elect one of their number as chairman of their meetings and may also determine the period for which the person elected as chairman is to hold office.

If a Directors’ meeting is held and:

the Directors present must elect one of their number to be a chairman of the meeting.

The chairman of the meeting does not have a casting vote.

Subject to the Corporations Act, a Director may appoint a person approved by a majority of the other Directors to be an Alternate Director in the Director’s place during such period as the Director thinks fit.

An Alternate Director is entitled to notice of all meetings of the Directors and, if the appointor does not participate in a meeting, the Alternate Director is entitled to participate and vote in the appointor’s place.

An Alternate Director may exercise all the powers of the appointor except the power to appoint an Alternate Director and, subject to the Corporations Act, may perform all the duties of the appointor except to the extent that the appointor has exercised or performed them.

Whilst acting as a Director, an Alternate Director:

An Alternate Director is not entitled to receive from the Company any remuneration or benefit under article 10.4 or 10.6.

The appointment of an Alternate Director may be terminated at any time by the appointor even if the period of the appointment of the Alternate Director has not expired, and terminates in any event if the appointor ceases to be a Director.

An appointment, or the termination of an appointment, of an Alternate Director must be effected by a notice in writing signed by the Director who makes or made the appointment and delivered to the Company.

An Alternate Director is not to be taken into account separately from the appointor in determining the number of Directors.

A Director may participate in and vote by proxy at a meeting of the Directors if the proxy:

The appointment may be general or for one or more particular meetings. A Director present as a proxy for another Director who would be entitled to vote if present at the meeting has one vote for the appointor and one vote in his or her own capacity as a Director.

At a meeting of Directors, the number of Directors whose presence in person or by proxy is necessary to constitute a quorum is as determined by the Directors and, unless so determined, is two.

The continuing Directors may act despite a vacancy in their number. If their number is reduced below the minimum fixed by article 10.1, the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or to convene a general meeting.

The members of a Committee may elect one of their number as chairman of their meetings. If a meeting of a Committee is held and:

the members involved may elect one of their number to be chairman of the meeting.

A Committee may meet and adjourn as it thinks proper.

Questions arising at a meeting of a Committee are to be determined by a majority of votes of the members of the Committee present and voting. In the event of an equality of votes, the chairman of the meeting has a casting vote, unless only two members of the Committee are present and entitled to vote at the meeting on the question.

The Directors may pass a resolution without a Directors’ meeting being held if all of the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Director signs.

All acts done at a meeting of the Directors or of a Committee, or by a person acting as a Director are, even if it is afterwards discovered that:

as valid as if the relevant person had been duly appointed or had duly continued in office and was qualified and entitled to vote.

The Company must have at least one Secretary who is to be appointed by the Directors.

The Directors may suspend or remove a Secretary from that office.

A Secretary holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, as determined by the Directors. The exercise of those powers and authorities and the performance of those duties by a Secretary is subject at all times to the control of the Directors.

The Directors must provide for the safe custody of any seal of the Company.

If the Company has a common seal or duplicate common seal: