Exhibit 3.28
This is the annexure marked "A" and referred to in the Consent to Short Notice
of Tower Australia Pty Limited.
TOWER AUSTRALIA PTY LIMITED
(ACN 002 316 707)
NOTICE OF GENERAL MEETING
A general meeting of the shareholders of the Company will be held
at 21706 Mowbray Road Lane Cove
on 8/th/ July 1994
at 9:30 am/
for the purpose of considering and passing if thought fit the following as
special resolutions:
1. "That article 63 of the Articles of Association of the Company is deleted
and the following article substituted:
63. Dividends may be declared only by the Directors."
2. "That article 66 of the Articles of Association of the Company is amended
by deleting the words, 'recommending', where that word first appears, and
substituting the word. 'declaring'";
3. "That article 69 of the Articles of Association of the Company is amended
by deleting the words, 'Any general meeting declaring a dividend or bonus
may direct payment of such', and substituting the words, 'The Directors may
pay a'";
4. "That article 72 of the Articles of Association of the Company is amended
by deleting the words, 'Company in general meeting may upon the
recommendation of the Directors resolve that it is desirable to' and
substituting the words, 'Directors may' and deleting the words 'the
Directors shall give effect to such resolution'";
5. That article 73 of the Articles of Association of the Company is amended by
deleting the words, 'Whenever such a resolution as aforesaid shall have
been passed,' and deleting the word, 'thereby' and substituting, in its
place, the words, 'by them";
6. That article 127 of the Articles of Association of the Company is amended
by inserting after the word 'dividend' where that word first appears the
words 'may be declared by the Directors' and inserting before the word
'distribution' where that word first appears the word, 'any"';
7. That article 129(b) of the Articles of Association of the Company is
amended by deleting the words 'recommend and as the Company may pursuant to
these Articles' "; and
8. That article 130(b) of the Articles of Association of the Company is
amended by deleting the words 'recommend and as the Company may pursuant to
these Articles' ".
B
DATED: 7/th/ July 1994
By: /s/ [signature illegible]
--------------------------------
Secretary
MINUTES OF A GENERAL MEETING OF THE SHAREHOLDERS OF TOWER AUSTRALIA PTY LIMITED
("COMPANY") HELD AT 706 Mowbray Road Lane Co on 26/th/ Nov 1990 at 3:30 PM
PRESENT: J.W. PARSONS
F.W. JOHNSON
CHAIRMAN: J.W. PARSONS was elected Chairman of the meeting.
NOTICE OF MEETING: The Notice calling the meeting was tabled and read.
AGREEMENT AS TO SHORT There was tabled at the meeting a form of agreement
NOTICE: under Section 248(4) of the Companies (New South Wales)
Code executed by members holding all the issued shares
giving the right to attend and vote at general meetings
of the Company agreeing that the Special Resolutions
contained in the Notice of Meeting might be proposed
and passed as Special Resolutions notwithstanding that
less than 21 days' notice of such meeting has been
given.
SPECIAL RESOLUTION FOR IT WAS UNANIMOUSLY RESOLVED that the Articles of
AMENDMENT OF ARTICLES Association of the Company be and are hereby amended as
OF ASSOCIATION: follows:-
1. That Article 124 be and is hereby deleted and the
following Article substituted;
"The capital of the Company is one hundred thousand
dollars ($100,000.00) divided into one hundred
thousand (100,000) shares of $1.00 each divided
into:
90,000 ordinary shares
1,000 "A" class shares
1,000 "B" class shares
1,000 "C" class shares
1,000 "D" class shares
1,000 "E" class shares
1,000 "F" class shares
1,000 "G" class shares
1,000 "H" class shares
1,000 "I" class shares
800 "J" class redeemable preference shares
100 "K" class redeemable preference shares
100 "L" class redeemable preference shares
2. That Article 129(c) be and is hereby deleted and
the following article substituted:-
Upon a reduction of capital or winding up of the
Company the said "J" class redeemable preference
shares shall as regards return of capital rank
parri passu with the "K" class redeemable
preference shares and the "L" class redeemable
preference shares and subject thereto in priority
to all other shares of the Company, but shall not
carry the right to any further participation in the
surplus assets or profits of the Company."
2
3. That the following new Article 130 be and is hereby
added:
"The rights, privileges, restrictions and
conditions following shall be attached to the "K"
class redeemable preference shares and the "L"
class redeemable preference shares:-
(a) The said "K" class redeemable preference
shares and the "L" class redeemable preference
shares shall entitle the holders thereof to
receive notice of, to attend at but not to
vote at any general meeting of the Company.
(b) the said "K" class redeemable preference
shares and the "L" class redeemable preference
shares shall confer upon the holders thereof
the right to payment of such non-cumulative
dividends as the Directors of the Company may
from time to time recommend and as the Company
may pursuant to these Articles declare on
either the "K" class redeemable preference
shares or the "J" class redeemable. preference
shares or both such classes of shares and
shall, in respect to payment of any dividends
so declared, rank parri passu with all other
classes of shares in the capital of the
Company on which dividends may be so declared.
(c) Upon a reduction of capital or winding up of
the Company the said "K" class redeemable
preference shares and the "L" class redeemable
preference shares shall as regards return of
capital rank parri passu with the "J" class
redeemable preference shares and subject
thereto in priority to all other shares in the
Company, but shall not carry the right to any
further .participation in the surplus assets
or profits of the Company.
(d) All or any "K" class redeemable preference
shares or "L" class redeemable preference
shares shall at the option of the Directors of
the Company be liable to be redeemed at par at
any time or from time to time. Any such
redemption shall be effective by a notice in
writing to the holder or holders of the shares
to be redeemed at their respective registered
addresses and each notice shall be accompanied
by the Company's cheque or by a bank cheque,
bank draft or money order for the amount
payable to the holder to whom the notice is
sent."
CLOSURE: There being no further business the meeting was
concluded.
Signed as a true and correct record.
[signature illegible]
Chairman
INDEX
-----
MEMORANDUM OF ASSOCIATION
PAGE
ACTIVE BUSINESSES...........................................................M-1
GENERAL ................................................................M-1/2/3
BROAD OBJECTS ..........................................................M-3/4/5
TRUSTEES ...................................................................M-6
SUPERANNUATION .............................................................M-7
FINANCIAL DEALINGS - LEND & BORROW .......................................M-7/8
AMALGAMATION -JOINT VENTURE - MANAGEMENT .................................M-8/9
GIFTS.......................................................................M-9
ASSOCIATIONS AND DONATIONS .................................................M-9
BRANCH REGISTERS ...........................................................M-9
PATENTS & COPYRIGHTS ....................................................M-9/10
THIRD SCHEDULE ............................................................M-10
SHARE CAPITAL .............................................................M-10
SUBSCRIBERS ...............................................................M-11
SIGNATURE PAGE .....................................................M-SIGNATURE
ARTICLES OF ASSOCIATION
- -----------------------
PAGE
INTERPRETATION .............................................................A-1
PROPRIETARY COMPANY PROVISIONS .............................................A-2
GENERAL MEETINGS .........................................................A-2/3
PROCEEDINGS AT GENERAL MEETINGS ........................................A-3/4/5
DIRECTORS APPOINTMENT, ETC ...............................................A-5/6
POWERS & DUTIES OF DIRECTORS .............................................A-6/7
MANAGING DIRECTORS .........................................................A-7
PROCEEDINGS OF DIRECTORS ...................................................A-8
BRANCH REGISTERS ...........................................................A-9
SEAL .......................................................................A-9
ACCOUNTS ..................................................................A-10
DIVIDENDS & RESERVES ...................................................A-10/11
AUDIT .....................................................................A-12
NOTICES ................................................................A-12/13
WINDING UP ................................................................A-13
INDEMNITY .................................................................A-13
SHARE ISSUE .........................................................A-13/14/15
LIEN ON SHARES ............................................................A-15
CALLS ON SHARES ........................................................A-15/16
TRANSFER & TRANSMISSION OF SHARES.......................................A-16/17
FORFEITURE OF SHARES....................................................A-17/18
CONVERSION OF SHARES INTO STOCK ...........................................A-18
ALTERATION OF CAPITAL .....................................................A-19
SHARE CAPITAL AND VARIATION OF RIGHTS ..................................A-19/20
SIGNATURE PAGE .....................................................A-SIGNATURE
New South Wales
Companies Act, 1961
Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
PIVISU PTY. LIMITED
1. The name of the Company is PIVISU PTY. LIMITED.
2. The clauses contained in this Memorandum shall have no reference to any
headings or marginal notes (if any) in the construction or interpretation
thereof.
3. The powers set forth in the Third Schedule to the Companies Act 1961 shall
apply to this Company and shall not be limited by objects or powers
contained in this Memorandum.
4. The objects for which the Company is established are:
ACTIVE BUSINESSES
(a) To buy sell exchange let mortgage or otherwise deal in real and
personal property of any kind whatsoever and to import export
manufacture produce treat buy sell exchange let on hire and generally
deal in all kinds of goods plant machinery merchandise and articles of
any kind.
(b) To carry on any business enterprise or undertaking in any sphere or
activity which is permitted by law and which the Directors may deem to
be beneficial to the interests of the Company.
GENERAL
(c) To purchase take on lease or in exchange hire or otherwise acquire and
to deal in and hold lands of any tenure buildings easements rights
privileges concessions patents patent rights licences secret processes
machinery plant stock in trade live stock in any shares stock
debentures and securities issued or guaranteed by any company
incorporated or carrying on business in the State of New South Wales
or elsewhere or by any government public body or authority supreme
municipal local or otherwise whether in Australia or elsewhere and any
real or personal property of any kind whatsoever and to sell lease or
otherwise dispose of or grant rights (including option of purchase)
over any real or personal property belonging to or acquired by the
Company.
(d) To acquire and undertake the whole or any part of the business
property and liabilities of any person or company carrying on any
business whatsoever.
(e) To carry on any other business whether of the like or a different
nature to the business or businesses herein mentioned which may seem
to the Company capable of being carried on with advantage or
calculated directly or indirectly to enhance the value of or render
profitable any of the Company's property or rights for the time being.
(f) To lay out construct improve alter and develop in any way and in
particular but without restricting the generality of this power or
object by fencing draining irrigating clearing roadmaking or otherwise
any property owned leased or managed by the Company or in
1
which it is otherwise interested and thereon to erect construct and
maintain any buildings improvements dams drains water schemes roads
bridges or works whatsoever and generally to utilise the Company's
property to the best advantage.
(g) To distribute any assets of the Company among the members in specie
whether by way of dividend bonus or return of capital or otherwise
subject however to such sanction or confirmation (if any) as is
required by law.
(h) To promote freedom of contract and to resist insure against counteract
and discourage interference therewith and to subscribe to any
association or fund for such purpose.
(i) To sell lease hire subdivide place under option exchange convert into
money or otherwise dispose of or deal with and in absolutely or
conditionally the whole or any part of the undertaking lands property
assets rights and effects of the Company for such consideration as the
Company may think proper and in particular but without limiting the
generality hereof for fully or partly paid shares in or debentures or
securities of any other company.
(j) To sell or dispose of the undertaking of the Company or any part
thereof for such consideration as the Company may think fit and in
particular for shares debentures or securities of any other company.
(k) To promote form subsidise and establish any company or companies or
corporation or corporations for the purpose of acquiring all or any of
the property rights and liabilities of this Company or for any other
purposes which may seem directly or indirectly calculated to benefit
this Company.
(l) To carry on the business of acquiring and holding for investment
shares stock debentures debenture stock notes bonds obligations and
securities issued or guaranteed by any company or other body corporate
constituted or carrying on business in any part of the world.
(m) To carry on the business of purchasing or otherwise acquiring and
exercising rights options privileges and concessions of every
description.
(n) To carry on the business of acquiring by purchase exchange or
otherwise units sub-units or other rights or interests in any trusts
constituted in any part of the world.
(o) To carry on all or any of the businesses of factors financiers buying
and selling agents commission agents indent agents general agents
insurance and shipping agents shippers dealers charterers auctioneers
and brokers in all their respective branches.
(p) To appoint or authorise the Company to appoint either with or without
remuneration agents attorneys under power local directors or other
persons or corporations under power of attorney or otherwise in
Australasia the United Kingdom the United States of America and
elsewhere to carry out and complete all or any of the objects of the
Company and to arrange conduct or manage the business or businesses of
the Company or any matter or concern whatsoever in which the Company
is now or may from time to time be or become or be about to become
interested or concerned with the same powers as or with more limited
powers than the Directors of the Company have and from time to time
revoke or cancel such appointments and authorities and to remove and
if thought desirable re-appoint such agents attorneys directors or
other persons or corporations and determine their powers and to
appoint any person or persons company or corporation as the attorney
or attorneys agent or agents of the Company in any part of the world
with full powers to do all such acts matters and things as may be
thought necessary and
2
expedient in the interests of the Company and to delegate such power
of appointment to any person or persons company or corporation and
from time to time revoke such appointment.
(q) To enter into any arrangements with any governments municipalities or
other corporations or public bodies or otherwise that may seem
conducive to the Company's objects or any of them or the Company's
interests and to obtain any rights and privileges which the Company
may think it desirable to obtain and to carry out exercise and comply
with any such arrangements rights privileges and concessions.
(r) To pay all costs charges and expenses including brokerage commission
or other remuneration of and incidental to the formation and
establishment of the Company and to remunerate in cash (whether out of
capital or income) or shares or stock or otherwise any person firm or
company for services rendered or to be rendered in relation to the
formation and establishment of this Company or the conduct of its
business or for placing or assisting to place or guaranteeing the
placing of the shares or stock in the Company's capital or any
debentures or other securities of the Company or in or about the
promotion of the Company.
BROAD OBJECTS
(s) Without limiting in any way the objects of the Company generally to
carry on inter alia all or any in entirety or in part of the
businesses, objects of trade and services following and to do all
things connected with or ancillary thereto:
Air Conditioning; Auto Engineering; Auto Accessories;
Auto Spares; Auto Electrician; General Aviation;
Architects; Antiques; Assurance;
Advertising; Auctioneers; Artists;
Art Suppliers; Amusement; Aluminium Products;
Allergy Extracts; Advertising Space; Agricultural Supplies;
Accountancy Services; Administration; Aircraft Engineers;
Butchery; Bus Services; Booksellers;
Bookkeepers; Book Publishers; Book Binders;
Building Contractors; Building Materials; Boutiques;
Building Consultants; Bottle Shop; Boilermakers;
Boat Builders; Boat Charterers; Blind Makers;
Billiard Rooms; Bicycles; Bamboo Farmers;
Beauty Salons; Bakery;
Chemists; Computer Software; Computer Hardware;
Carpenters; Commission Agents; Cleaners;
Couriers; Carriers; Cattle Breeders;
Clothing Manufacturers; Clothing Retailers; Clothing Wholesalers;
Cake Shops; Cane Furniture; Cable Jointing;
Caravan Parks; Caravans; Casemakers;
Carpets; Carpet Cleaning; Carpet Layers;
Chiropractors; Cinematographers; Cartographers;
Chiropodists; Civil Engineers; Commercial Artists;
Concretors; Consultants; Customs Agents;
Cement Products; Caterers; Cinemas;
Draftsmen; Designers; Dental Laboratories;
Disposal Stores; Dive Shops; Drive-In Cinemas;
3
Developers; Dairymen; Drapers;
Debt Collectors;
Engineers; Earthmoving; Electrical Contractors;
Electrical Products; Electrical Service; Electronic Products;
Entertainment; Entrepreneurs; Engine Reconditioners;
Engineering Design; Exporters; Estate Agents;
Farming; Farm Machinery; Fencing Contractors;
Financiers; Fibreglass; Fitters & Turners;
Film Makers; Film Distributors; Floor Sanding;
Florists; Floor Coverings; Frozen Foods;
Foodstuffs; Food Processors; Fuel Distributors;
Firearms; Furriers; Furniture Makers;
Furniture Sellers; Furnishings; Fishing;
Gift Shops; Garages; Garbage Contractors;
Gas Converters; Gem Stones; Glass Merchants;
Graziers; Glue Manufacturers; Gold Mines;
Graphic Designers; Greengrocers; Guttering;
Hairdressing; Hair Pieces; Hardware;
Haulage Contractors; Health Foods; Health Studios;
Hi-Fi & Stereo; Hiring; Hobby Centres;
Hoteliers; Hire Purchase; Helicopters;
Insurance; Insurance Brokers; Illustrators;
Investors; Investigators; Interior Design;
Importers; Introduction Agents; Industrial Machinery;
Jewellers; Jeaners; Joiners;
Land Dealers; Land Developers; Landscaping;
Laundries; Laundromats; Law Stationers;
Lawn Mowers; Leather Goods; Legal Searchers;
Light Fittings; Liquor Sellers; Loss Assessors;
Marine Equipment; Marine Engineers; Marinas;
Mechanical Engineers; Manufacturers; Maintenance Engineers;
Mining; Mining Consultants; Modelling Agencies;
Milk Vendors; Metal Fabricators; Monumental Masons;
Moteliers; Medical Supplies; Movie Theatres;
Motor Vehicle Repairers; Motor Vehicle Dealers; Motor Vehicle Wreckers;
Motor Vehicle Hire; Motor Body Builders; Moneylenders;
Motor Cycles; Market Research; Management Consultants;
Music Shop; Musical Instruments; Music Publishers;
Metallurgists;
Newspapers; Newsagents; Nurserymen;
Noise Pollution; Nominees;
Opticians; Office Equipment; Office Partitions;
Photographers; Process Servers; Private Investigators;
Paper Distributors; Pastoralists; Painters & Decorators;
Panelbeaters; Pet Foods; Pharmacies;
Publishers; Plastic Products; Plant Hire;
Plaster Products; Plasterers; Plumbers & Drainers;
Platemakers; Poultry Farmers; Printers;
Property Investment; Public Relations; Public Address Systems;
Quarrying; Quantity Surveyors; Quadrophonic Equipment;
Real Estate Agents; Radio Stations; Radiographic Services;
Refrigeration Engineers; Refrigeration Sales; Real Property Valuers;
4
Recording Studios; Restaurateurs; Refuse & Garbage Collect;
Retailers; Rubber Products; Repairers;
Steel Fabricators; Sheet Metal Workers; Scaffolding Supplies;
Sand Blasters; Sand Mining; Sand & Sandstone;
Sailmakers; Saddlery; Sawmillers;
Script Writers; Security Systems; Security Patrols;
Sewing Machines; Ships Chandlers; Shoe Manufacturers;
Shopfitters; Signwriters; Smash Repairs;
Skating Rinks; Ski Equipment; Soft Drink Makers;
Softgoods; Solar Heaters; Solar Energy Engineers;
Sound Equipment; Souvenirs; Sports Equipment Sales;
Stockbrokers; Storekeepers; Squash Court Owners;
Structural Engineers; Surveyors; Supermarkets;
Swimming Pools; Stationers; Ship Owners;
Service Company of any description to any person firm or company.
Taxi Proprietors; Taxation Agents; Telecommunications;
Telephone System; Theatrical Agents; Theatrical Entrepreneurs;
Tilers; Tile Vendors; Toy Distributors;
Textile Agents; Television Rental; Television Sales & Repair;
Tobacconists; Travel Agents; Travel Consultants;
Toolmakers; Tyre Dealers; Typewriter Sales & Service;
Viticulturists; Video Tape Makers; Voice Overs;
Warehousemen; Waste Products; Watch & Clock Repairs;
Weighbridge Engineers; Window Manufacturers; Wine Bars;
Woodworkers; Woolgrowers; Woolbrokers;
Wrought Iron Workers; Wallpapers & Paints; Wall Cladding;
Wholesalers; Weavers; Wedding Receptions;
AS FAR AS THE LAW PERMITS TRUSTEES
(t) Without limiting the generality hereof to undertake and execute as
trustee the trusts of any settlement declaration of trust or other
deed or instrument including unit trusts discretionary trusts or
family settlements and for such purposes or any of them to take and
acquire any real or personal property and to hold administer manage
and deal with the same or any part thereof upon such trusts and to
exercise carry out and perform all or any of the powers authorities
and discretions thereby conferred or therein implied.
(u) To exercise carry out and perform all or any of the powers authorities
and discretions given to or conferred upon a trustee by any Act of
Parliament or Ordinance for the time being in force in the said State
or in any other place or country in which the Company shall be
incorporated or registered and in particular by the Trustee Act (New
South Wales) and the Conveyancing Act (New South Wales) or any
statutory modification thereto for the time being in force.
(v) To act as trustee agent nominee of or for any person or persons
corporations or corporation or trustee either alone or in conjunction
with others and either with or without remuneration for so acting and
to act as trustee agent nominee as aforesaid whether or not any
Director or officer of the Company is a beneficiary under the trust or
principal or a party appointing the Company as nominee.
(w) On behalf of any trust of which the Company is for the time being the
trustee to borrow money upon such terms as to interest security
repayment and otherwise not being inconsistent with the terms of the
trust as the Company shall think fit and to acknowledge such a
borrowing and to make payments of interest and of principal from time
to time.
5
(x) On behalf of any trust of which the Company may for the time being be
the trustee to carry on either alone or in partnership any business
which the Company owns or in which the Company owns a share in the
manner and upon terms consistent with the terms of the trust.
(y) To execute any deed of Trust or any acknowledgement that particular
property is held upon trust or upon a particular trust.
(z) From time to time to settle any property real or personal upon a
trustee or trustees selected by the Directors upon such trusts as the
Directors shall determine and for that purpose to execute all such
deeds of settlement assurances transfers and other documents and do
all such things as the Directors shall determine.
(aa) To achieve or to take steps towards achieving any of the objects
appearing elsewhere in this Memorandum not only upon its own account
but where the Company is a trustee and the terms of the trust so
permit on behalf of and in right of the trust.
(bb) For the purposes of determining whether an act done by the Company as
trustee has been done for the benefit of the trust it shall suffice
that the act was consistent with the terms of the trust and was done
in what the Company believed to be the interests of the trust and no
proceedings shall be instituted by a member of the Company alleging
that such act involved breach of duty to the Company.
SUPERANNUATION
(cc) To establish superannuation funds and/or provident funds for the
benefit of and to grant pensions allowances gratuities and bonuses to
officers and ex-officers and employees or ex-employees of the Company
or any associated company or the dependants or connections of such
persons to establish and maintain or concur in establishing and
maintaining trusts funds or schemes (whether contributory or
non-contributory) with a view to providing pensions or other benefits
for any such persons as aforesaid their dependants or connections and
to support or subscribe to any charitable funds or institutions the
support of which may in the opinion of the Directors be calculated
directly or indirectly to benefit the Company or its employees and to
institute and maintain any club or other establishment or
profit-sharing scheme calculated to advance the interests of the
Company or its officers or employees.
FINANCIAL DEALINGS - LEND AND BORROW
(dd) To invest and deal with the money of the Company in such manner as may
from time to time be thought fit.
(ee) To give any indemnity or guarantee or to enter into any bond and to
guarantee or become liable for the payment of money or for the
performance of obligations of all kinds and to guarantee the account
of or otherwise finance any person or persons company or companies
business or undertaking.
(ff) To accept payment for any property or rights sold or otherwise
disposed of or dealt with by the Company either in cash by instalments
or otherwise or in fully or partly paid-up shares of any company or
corporation with or without deferred preferred or special rights or
restrictions in respect of dividend repayment of capital voting or
otherwise or in debentures or mortgage debentures or debenture stock
mortgages or other securities of any company or corporation or partly
in one mode and partly in another and generally on such terms as the
Company may determine and to hold dispose of or otherwise deal with
any shares stock or securities so acquired.
6
(gg) To lend money either with or without security and to receive money on
loan or deposit at interest or otherwise and to invest the moneys of
the Company with or without security and upon such terms and
conditions as may from time to time be determined by the Directors for
the time being of the Company and to vary sell or dispose of all such
investments.
(hh) To borrow or raise or secure the payment of money either alone or
jointly or in partnership with any other person or corporation in such
manner as the Company may think fit and to secure the same or the
repayment or performance of any debt liability contract guarantee or
other engagement incurred or to be entered into by the Company in any
way and in particular by the issue of debentures perpetual or
otherwise charged upon all or any of the Company's property (both
present and future) including its uncalled capital and to purchase
redeem or pay off any such securities.
(ii) To mortgage charge or grant a lien over the undertakings or all or any
of the real and personal property and assets present or future and all
or any of the uncalled capital for the time being of the Company and
to issue at par or at a premium or discount and either for such
consideration and with and subject to such rights powers privileges
and conditions as may be thought fit debenture or debenture stock
either permanent or redeemable or repayable or bonds notes preference
shares bills of sale promissory notes and collaterally or further to
secure any securities of the Company by a Trust Deed or other
assurance and in like manner to secure and guarantee the performance
by the Company of any obligation or liability it may undertake and to
redeem and pay off any such securities.
(jj) To make draw accept endorse discount negotiate execute and issue
promissory notes bills of exchange bills of lading warrants debentures
and other negotiable instruments or documents.
(kk) To lend and advance money or give credit to any persons firms
companies or corporations on such terms as may seem expedient and in
particular (but without prejudice to the general effect of the
foregoing words) to subsidiary holdings or associated companies and
customers and others having dealings with the Company and to borrow
money with and on joint and several or joint or several account with
any persons firms companies (whether subsidiary holdings or associated
companies or not) or corporations and to give guarantees and become
surety or security for any persons firms companies (whether subsidiary
holdings or associated companies or not) or corporations and without
exception and to execute and give all such mortgages debentures
guarantees and other securities either alone or in association or
jointly and severally or jointly or severally with any persons firms
companies or corporations for any of the purposes aforesaid as may be
thought proper.
AMALGAMATION - JOINT VENTURE - MANAGEMENT
(ll) To amalgamate the business of the Company in whole or in part with
that of any other company firm or person in any manner and on any
terms which may be considered advisable.
(mm) To enter into partnership or into any arrangement for sharing profits
union of interests co-operation joint advantages reciprocal concession
or otherwise with any person or company carrying on or engaged in or
about to carry on or engage in any business or transaction which this
Company is authorised to carry on or engage in or any business or
transaction capable of being conducted so as directly or indirectly to
benefit this Company.
7
(nn) To amalgamate with any other company firm person or association
whether by sale or purchase (for shares or otherwise) of the
undertaking subject to the liabilities of this or any other company
firm person or association as aforesaid with or without winding up or
by sale or purchase (for shares or otherwise) of all the shares or
stock of this or such other company as aforesaid or by partnership or
any arrangement of the nature of partnership or any other manner and
to promote form subsidise and establish any other company or companies
for the purpose of acquiring all or any part of the undertaking
property and liabilities of this Company or of advancing directly or
indirectly the objects or interests thereof and to purchase take in
exchange subscribe for or otherwise acquire and hold shares in any
such company and to guarantee the payment of any debentures or other
securities issued by any such company.
(oo) To take part in the management supervision or control of the business
or operations of any company or undertaking and for that purpose to
appoint and remunerate any directors accountants or other experts or
agents.
(pp) To act as manager of any business or any practice either professional
or otherwise and to provide all or any services thereto and without
limiting the generality of the foregoing to provide secretarial
services accounting services and staff.
GIFTS
(qq) To grant or accept gifts howsoever made either alone or with others.
ASSOCIATIONS AND DONATIONS
(rr) To establish and form or assist in establishing and forming and to
support aid and join any association union or body calculated in any
way to benefit the Company and to subscribe to the same such money as
the Company may think expedient and to agree to be bound by the
decision and actions of and to do or join in doing all such acts and
things as may be decided upon by the governing authorities or any such
association union or body in accordance with the rules or articles
thereof.
(ss) To give donations subsidies or contributions to any association union
or body whether industrial social political patriotic or otherwise and
to establish and support or aid in the establishment and support of
associations institutions funds or trusts calculated to benefit
employees or ex-employees of the Company or the dependants or
connections of such persons and to make payments towards insurance and
to subscribe or guarantee money for charitable or benevolent objects
or for any exhibition or for any public general or useful object.
BRANCH REGISTERS
(tt) To establish and cause to be kept branch registers of shareholders and
to procure the Company to be legalised domiciled registered or
recognised in any other State country or place.
PATENTS AND COPYRIGHTS
(uu) To apply for purchase or otherwise acquire any patents patent rights
inventions copyrights designs trade marks formulae designs secret
processes technical information franchises and other rights privileges
and concessions and to use exercise develop or otherwise turn to
account the property rights or information so acquired.
8
(vv) To apply for design register purchase or otherwise acquire any trade
names trade marks or other marks patents patent rights and privileges
copyrights letters of registration processes formulas licenses
concessions and the like conferring an exclusive or non-exclusive or
limited right to use any name mark device brand or invention which may
seem capable of being used for any purpose of this Company or the
acquisition of which may seem calculated directly or indirectly to
benefit this Company and to sell dispose of use exercise or develop
the same or grant licenses or privileges in respect thereof.
(ww) To pay for any property rights privileges or concessions acquired by
the Company or any services rendered to the Company or satisfy any
debt or liability of the Company wholly or partly in cash or in
debentures or in shares with or without preferred or deferred rights
in respect of dividend or repayment of capital or otherwise or in
securities or partly in one mode and partly in another or others and
generally in such form or manner as may be considered advisable.
THIRD SCHEDULE
5. To carry out and exercise without exception or modification all the powers
set out in the Third Schedule to the Companies Act, 1961 to the intent that
this Memorandum shall be read and construed as though each of the
paragraphs numbered 1 to 26 inclusive in that Schedule has been set forth
herein seriatim.
AND IT IS HEREBY DECLARED that the Company shall have power to do any of
the matters mentioned above or in the said Third Schedule apart from any
other or others of them and that no objects or power of the Company shall
be limited by references to the name of the Company or by reference to
objects or powers of the same or some similar kind contained elsewhere in
this Memorandum or in the said Third Schedule and that wherever possible
this Memorandum shall be construed in as wide a sense as if each of the
paragraphs of this Memorandum and of the said Third Schedule defined the
objects of a separate and independent Company.
AND IT IS HEREBY DECLARED that the word "Company" in clause 4 hereof and in
the said Third Schedule shall except where it refers to this Company be
deemed to include any partnership or other body of persons whether
incorporated or not incorporated and whether domiciled in Australia or
elsewhere.
6. Each of the objects shall be a distinct and prime object and one shall not
rank in priority to the other nor shall be considered a secondary object.
7. The liability of the members is limited.
8. The share capital with which the Company proposes to be registered is One
Hundred Thousand dollars ($100,000.00) divided into One Hundred Thousand
(100,000) shares (vide the Articles hereof) of One dollar ($1.00) each with
power to increase or reduce the capital and to divide the shares in the
original or increased capital for the time being into several classes and
to issue any part or parts of the original capital or increased capital for
the time being with such deferred qualified or special rights privileges or
conditions with reference to preferential guaranteed fixed fluctuating
redeemable or to other dividend or interest or with such priority in the
distribution of assets or otherwise as shall from time to time be
determined by the Company.
9
9. The full names addresses and occupations of the subscribers to this
Memorandum of Association are as follows:
DOUGLAS CECIL MACGREGOR,
2 Rosherville Road,
Mosman. 2088.
Company Director
PATRICIA ALEXA MACGREGOR,
2 Rosherville Road,
Mosman. 2088.
Company Director
10
WE, the several persons whose names are subscribed hereto are
desirous of being formed into a Company in pursuance of the
Memorandum of Association and respectively agree to take the
number of Shares in the capital of the Company set out opposite
our respective names.
- -------------------------------------------------------------------------------
Signature of Subscribers No. of Shares Signature and Address
taken by each of Witness
Subscriber
- -------------------------------------------------------------------------------
Witness to all Signatures
-------------------------
Douglas Cecil MACGREGOR, One (1) Ordinary Share
2 Rosherville Road,
Mosman. 2088.
Company Director
Olive LEE
Unit 303 Park Regis,
Park Street,
Sydney. 2000.
Secretary
Patricia Alexa MACGREGOR, One (1) Ordinary Share
2 Rosherville Road,
Mosman. 2088.
Company Director
- -------------------------------------------------------------------------------
1
New South Wales
Companies Act, 1961
Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
PIVISU PTY. LIMITED
1. Unless there is something in the subject or context
inconsistent therewith:- Interpretation
"THE COMPANY" means the above Company;
"THE ACT" or "THE COMPANIES ACT" means the Companies
Act 1961 and any statutory modification or enactment
thereof;
"SECRETARY" means any person appointed to perform
the duties of a Secretary of the Company.
"ARTICLES" shall mean these Articles of Association
and all supplementary substituted or amending
Articles for the time being in force;
"THE OFFICE" means the registered office for the
time being of the company
"THE REGISTER" means the Register of Members to be
kept pursuant to Section 151 (1) of the Companies
Act;
"SEAL" means the common seal of the Company;
"STATE" means the State of New South Wales;
Words or expressions contained in these Articles shall
be interpreted in accordance with the provisions of the
Interpretation Act 1897 (as amended) as in force at the
date at which these Articles become binding on the
Company.
In every case where in these Articles general
expressions are used in connection with powers
discretions or things such general expressions shall
not be limited to or controlled by the particular
powers discretions or things with which the same are
connected. And words and expressions denoting authority
or permission shall be construed as words or
expressions of authority merely and shall not be
construed as words or expressions denoting directions
or compulsory trusts. Subject as aforesaid any words
defined in the Act shall if not inconsistent with the
subject or the context bear the same meaning these
presents. The marginal notes shall not affect the
constructions of these Articles.
PRELIMINARY
2. The regulations contained in Table "A" in the Fourth Table "A"
Schedule to the Act shall not apply to this Company. Excluded
3. The Company is to be a proprietary Company and Proprietary
accordingly the following provisions shall have Company
effect:-
(a) The right of transfer of shares shall be restricted
as hereinafter provided.
1
(b) The number of members of the Company (exclusive of
persons who are in the employment of the Company
or of a subsidiary of the Company and all persons
who having been formerly in the employment of the
Company or of a subsidiary of the Company were
while in such employment and have continued after
the determination of such employment to be members
of the Company and counting joint holders of
shares as one person) is limited to fifty (50).
(c) Any invitation to the public to subscribe for any
shares or debentures of the Company or to deposit
money with the Company for fixed periods or payable
at call whether bearing or not bearing interest is
hereby prohibited.
GENERAL MEETINGS
4. An annual general meeting shall, in addition to any Annual
other meeting, be held at least once in every calendar General Meeting
year and not more than fifteen months after the holding
of the last preceding annual general meeting at such time
and place as may be determined by the Directors, but so
long as the Company holds its first annual general
meeting within eighteen months of its incorporation it
need not hold it in its year of incorporation or the
following year. Any general meeting other than an annual
general meeting shall be called an extraordinary general
meeting.
5. Notwithstanding the provisions of the last preceding Extension
Article the Company may in accordance with the Act apply
for an extended period in which to hold an annual general
meeting and subject to such period or extension or
permission being granted by the Corporate Affairs
Commission such annual general meeting may be held within
such extended period or in the calendar year in which it
is permitted to be held.
6. Any Director may whenever he thinks fit convene an Extraordinary
extraordinary general meeting, an extraordinary general General Meeting
meeting shall be convened on such requisition or may be
convened by such requisitionists as provided by the Act.
7. Subject to the provisions of the Act relating to special Notice
resolutions and agreements for shorter notice, fourteen
days' notice at the least (exclusive of the day on which
the notice is served or deemed to be served, but
inclusive of the day for which notice is given)
specifying the place the day and the hour of meeting and
in case of special business the general nature of that
business shall be given to such persons as are entitled
to receive such notices from the Company.
8. A meeting shall notwithstanding that it is called by Short
notice shorter than required be deemed to be duly called Notice
if it is so agreed;
(a) in the case of a meeting called as the annual
general meeting by all the members entitled to
attend and vote thereat; or
(b) in the case of any other meeting by a majority in
number of the members having a right to attend and
vote thereat being a majority which together holds
not less than ninety-five per centum in nominal
value of the shares giving a right to attend and
vote.
9. All business shall be special that is transacted at an Business
extraordinary general meeting, and also all that is
transacted at an annual meeting, with the exception of
declaring a dividend, the consideration of the accounts,
balance-sheets, and the report of the
2
Directors and Auditors, the election of Directors in the
place of those retiring, and the appointment and fixing
of the remuneration of the Auditors.
10. The accidental omission to give notice of a meeting, or Non-Receipt
the non-receipt of notice of a meeting by any person of Notice
entitled to such notice shall not invalidate the meeting
or the proceedings thereat.
PROCEEDINGS AT GENERAL MEETINGS
11. No business shall be transacted at any general meeting Quorum
unless a quorum of members is present at the time when
the meeting proceeds to business. Save as herein
otherwise provided, two members present in person shall
be a quorum. For the purposes of this article "member"
includes a person attending as a proxy or as
representing a corporation which is a member, provided
that where a member has pursuant to these Articles
appointed more than one proxy only one of such proxies
may be counted in a quorum.
12. If within half an hour from the time appointed for the Where No
meeting a quorum is not present the meeting, if convened Quorum Present
upon the requisition, of members, shall be dissolved; in
any other case it shall stand adjourned to the same day
in the next week at the same time and place, or to such
other day and at such other time and place as the
Directors may determine, and if at the adjourned meeting
a quorum is not present within half an hour from the time
appointed for the meeting, the members present shall be a
quorum.
13. The Chairman, if any, of the Board of Directors shall Chairman
preside as Chairman at every general meeting of the
Company, or if there is no such Chairman, or if he is not
present within fifteen minutes after the time appointed
for the holding of the meeting or is unwilling to act,
the members present shall elect one of their number to be
Chairman of the meeting.
14. The Chairman may, with the consent of any meeting at Adjournment
which a quorum is present (and shall if so directed by
the meeting), adjourn the meeting from time to time and
from place to place, but no business shall be transacted
at any adjourned meeting other than the business left
unfurnished at the meeting from which the adjournment
took place. When a meeting is adjourned for thirty days
or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. Save as aforesaid
it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an
adjourned meeting.
15. At any general meeting a resolution put to the vote of Method of
the meeting shall be decided on a show of hands unless a Voting
poll is (before or on the declaration of the result of
the show of hands) demanded: -
(a) by the Chairman; or
(b) by any member present in person or by proxy or
representative and entitled to vote.
Unless a poll is so demanded 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 shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded
in favour of or against the resolution. The demand
3
for a poll may be withdrawn.
16. If a poll is duly demanded it shall be taken in such Poll
manner and either at once or after an interval or
adjournment or otherwise as the Chairman directs, and the
result of the poll shall be the resolution of the meeting
at which the poll was demanded but a poll demanded on the
election of a Chairman or on a question of adjournment
shall be taken forthwith.
17. In the case of an equality of votes, whether on a show of Casting
hands or on a poll, the Chairman of the meeting at which Vote
the show of hands takes place or at which the poll is
demanded shall be entitled to a second or casting vote.
18. Subject to any rights or restrictions for the time being General
attached to any class or classes of shares, at meetings Voting
of members or classes of members each member entitled to Rights
vote may vote in person or by proxy or by attorney and on
a show of hands every person present who is a member or a
representative of a member shall have one vote, and on a
poll every member present in person or by proxy or by
attorney or other duly authorised representative shall
have one vote for each share he holds.
19. Where there are joint registered holders of any share any Joint
one of such persons may vote at any meeting either in Holders
person or by attorney proxy or representative in respect
of such shares as if he were solely entitled thereto and
if more than one of such joint holders be present at any
meeting in person or by attorney proxy or representative
then that one of the said persons so present whose name
stands first in order in the Register in respect of such
share shall alone be entitled to vote in respect thereof.
20. A member who is of unsound mind or whose person or estate Mental
is liable to be dealt with in any way under the law Health
relating to mental health may vote, whether on a show of
hands or on a poll, by his committee or by his trustee or
by such other person as properly has the management of
his estate, and any such committee trustee or other
person may vote by proxy or by attorney.
21. No member shall be entitled to vote at any general Calls
meeting unless all calls or other sums presently payable Paid
by him in respect of shares in the Company have been
paid.
22. No objection shall be raised to the qualification of any Objections
voter except at the meeting or adjourned meeting at which To Voting
the vote objected to is given or tendered, and every vote Qualification
not disallowed at such meeting shall be valid for all
purposes. Any such objection made in due time shall be
referred to the Chairman of the meeting whose decision
shall be final and conclusive.
23. A member of the Company may appoint either one or two Proxies
other persons as his proxy or proxies to attend and vote
instead of such member. When a member appoints two
proxies the appointment shall specify the proportion of
the member's voting rights which each proxy is appointed
to represent.
24. The instrument appointing a proxy shall be in writing (in Proxy
the common or usual form) under the hand of the appointor Instrument
or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under seal or under
the hand of an officer or attorney duly authorised. A
proxy may but need not be a member of the Company. The
instrument appointing a proxy shall be deemed to confer
authority to demand or joint in demanding a poll.
4
all such powers of the Company as are not by the Act or
by these Articles required to be exercised by the Company
in general meeting. The general powers given by this
Article shall not be limited or restricted by any special
authority or power given to the Directors by any other
Article.
38. The Directors may from time to time appoint one or more Managing
of their body to the office of Managing Director for such Director
period and on such terms as they think fit and subject to
the terms of any agreement entered into in any particular
case may revoke any such appointment. His appointment
shall be automatically determined if he ceases from any
cause to be a Director.
39. A Managing Director shall subject to the terms of any Managing
agreement entered into in any particular case receive Director
such remuneration (whether by way of salary commission or Remuneration
participation in profits or partly in one way and partly
in another) as the Directors may determine.
40. The Directors may entrust to and confer upon a Managing Managing
Director any of the powers exercisable by them upon such Director
terms and conditions and with such restrictions as they Powers
may think fit and either collaterally with or to the
exclusion of their own powers and may from time to time
revoke withdraw alter or vary all or any of those powers.
41. The Directors may exercise all the powers of the Company Power to
to borrow money and to mortgage or charge its undertaking Mortgage
property and uncalled capital or any part thereof and to and Sign
issue debentures and other securities and the Directors Documents
may exercise all the powers of the Company in relation to
any official seal for use outside the State and in
relation to Branch Registers and all cheques and other
negotiable instruments and all receipts for money shall
be signed or otherwise executed by any two Directors or
in such other manner as the Directors from time to time
determine.
42. The Directors may from time to time by power of attorney Power to
appoint any corporation firm or person or body of persons Appoint
to be the attorney or attorneys of the Company for such Attorneys
purposes and with such powers authorities and discretions
(not exceeding those vested in or exercisable by the
Directors under these Articles) and for such period and
subject to such conditions as they may think fit and any
such powers of attorney may contain such provisions for
the protection and convenience of persons dealing with
any such attorney as the Directors may think fit and may
also authorise any such attorney to delegate all or any
of the powers authorities and discretions vested in him.
43. The Directors shall cause minutes to be made in books Minutes
provided for the purpose: -
(a) of all appointments of officers made by the
Directors;
(b) of the names of the Directors present at each
meeting of the Directors and of any committee of
the Directors;
(c) of all resolutions and proceedings at all meetings
of the Company and of the Directors and of
committees of Directors.
44. Any such minutes of any meeting of the Directors or of Evidence of
any committee or of the Company if purporting to be Minute
signed by the Chairman of such meeting or by the minute
Chairman of the next succeeding meeting, shall be
receivable as prima facie evidence of the matters stated
in such minutes.
5
PROCEEDINGS OF DIRECTORS
45. The Directors may meet together for the despatch of Directors-
business adjourn and otherwise regulate their meetings as Meetings
they think fit. The Directors may conduct the meetings by
telephone without a Director being in the physical
presence of another Director or other Directors. A
Director may at any time and the Secretary shall on the
requisition of a Director summon a meeting of the
Directors.
46. Subject to these Articles questions arising at any Directors-
meeting of Directors shall be decided by a majority of Votes
votes and a determination by a majority of Directors
shall for all purposes be deemed a determination of the
Directors. In case of an equality of votes the Chairman
of the meeting shall have a second or casting vote.
47. Any Director may appoint any person (whether a member of Directors-
the Company or not) to be an alternate or substitute Alternative or
Director in his place during such period as he thinks Substitute
fit. Any person while he so holds office as an alternate
or substitute Director shall be entitled to notice of
meetings of the Directors and to attend and vote thereat
accordingly and to exercise all the powers of the
appointor in his place and shall ipso facto vacate office
if the appointor vacates office or is removed from office
as a Director. Any appointment or removal under this
Article shall be effected by notice in writing to the
Secretary under the hand of the Director making the same.
At any meeting at which an alternate or substitute
Director is present he shall be deemed a Director for all
purposes including constituting a quorum. He shall not be
entitled to remuneration from the Company but the Company
may reimburse him for all travelling and other expenses
incurred by him in attending meetings of the Directors or
otherwise on the Company's business.
48. The quorum necessary for the transaction of the business Directors-
of the Directors may be fixed by the Directors, and Quorum
unless so fixed shall be two.
49. The continuing Directors may act notwithstanding any Directors-
vacancy in their body, but if and so long as their number Continuing
is reduced below the number fixed by or pursuant to the
regulations of the Company as the necessary quorum of
Directors, the continuing Directors or Director may act
for the purpose of increasing the number of Directors to
that number or of summoning a general meeting of the
Company, but for no other purpose.
50. The Directors may elect a Chairman of their meetings and Directors-
determine the period for which he holds office; but if no Chairman
such Chairman is elected, or if at any meeting the
Chairman is not present within ten minutes after the time
appointed for holding the meeting, the Directors present
may choose one of their number to be Chairman of the
meeting.
51. The Directors may delegate any of their powers to Committees
committees consisting of such member or members of their
body as they think fit; any committee so formed shall in
the exercise of the powers so delegated conform to any
regulations that may be imposed on it by the Directors.
52. A committee may elect a Chairman of its meetings; if no Committee-
such Chairman is elected, or if at any meeting the Chairman
Chairman is not present within ten minutes after the time
appointed for holding the meeting, the members present
may choose one of their number to be Chairman of the
meeting.
6
53. A committee may meet and adjourn as it thinks proper. Committee-
Questions arising at any meeting shall be determined by a Meetings
majority of votes of the members present, and in the case
of an equality of votes the Chairman of the committee
shall have a second or casting vote.
54. All acts done by any meeting of the Directors or of a Acts of
committee of Directors or by any person acting as a Directors
Director shall, notwithstanding that it is afterwards and of
discovered that there was some defect in the appointment Committees
of any such Director or person acting as aforesaid, or
that they or any of them were disqualified, be as valid
as if every such person had been duly appointed and was
qualified to be a Director.
55. A resolution in writing, signed by a majority of the Resolution
Directors for the time being entitled to receive notice in Writing
of a meeting of the Directors, shall be as valid and of Directors
effectual as if it had been passed at a meeting of the
Directors duly convened and held. Any such resolution may
consist of several documents in like form, each signed by
one or more Directors.
BRANCH REGISTERS
56. (a) The Directors may from time to time establish and Branch
cause to be kept in any place outside the State a Registers
Branch Register of members and may discontinue, any
such Register and transfer the entries therein to
some other Register. The Directors may empower any
person or persons to keep the Branch Register and to
approve of or reject transfers in that Register and
every such person or persons may in respect of
transfers or other entries in such Register for
which they are appointed exercise all powers of the
Directors in the same manner and to the same extent
and effect as if the Directors were actually present
in such place and exercised the same.
(b) Copies of every entry in the Branch Register shall Copy of
be transmitted to the Office as soon as may be after Entries
any entry is made in the Branch Register and a
duplicate of the Branch Register shall be kept at
the Office and shall for all purposes be deemed to
be part of the Principal Register.
(c) Shares registered on a Branch Register shall be Share Entry
distinguished from shares registered in the
Principal Register and no transaction with respect
to any shares registered in a Branch Register shall
in the continuance of that registration be
registered in any other Register.
(d) In any instrument of application for or transfer or Specify
transmission of shares of the Company the party Register
purporting to become entitled to such shares as a
result of the transaction may specify the Register
upon which he desires such shares when in his name
to be held and on such transaction becoming
effective such specification may be given effect to
by the Company. Nothing in this present Article
shall affect the right of any shareholder to the
transfer at any time of all or any of his shares
from any Register of the Company to any other
Register of the Company for the time being
maintained by it nor to limit the right of the
Company to discontinue any Branch Register.
57. The Directors or a committee of the Directors authorised Seal
by the Directors in that behalf, shall provide for the
safe custody of the seal, which shall only be used by the
authority of the Directors and every instrument to which
the seal is affixed shall be signed by a Director and
shall be countersigned by the Secretary or by a second
7
Director or by some other person appointed by the
Directors for the purpose.
ACCOUNTS
58. The Directors shall cause to be kept such proper Accounts
accounting and other records as will sufficiently explain
the transactions and financial position of the Company
and enable true and fair profit and loss accounts and
balance sheets and any documents required to be attached
thereto to be prepared from time to time and shall cause
those records to be kept in such manner as to enable them
to be conveniently and properly audited.
59. The said accounting and other records shall be kept at Keeping of
the registered office of the Company or at such other Accounts
place as the Directors think fit and shall at all times
be open to inspection by the Directors. If any accounting
records of the Company are kept at a place outside the
State, the Company shall keep at a place within the State
as determined from time to time by the Directors such
statements and records with respect to the matters dealt
with in the records, kept outside the State as will
enable true and fair accounts and any documents required
by the Act to be attached to the accounts to be prepared.
60. The Directors shall from time to time determine whether Inspection
and to what extent and at what times and places and under of Accounts
what conditions or regulations the accounting and other
records of the Company or any of them shall be open to
the inspection of members not being Directors, and no
member (not being a Director) shall have any right of
inspecting any account or book or document of the Company
except as conferred by statute or authorised by the
Directors or by the Company in general meeting.
61. Subject to any extension of time granted pursuant to the Profit & Loss
Act, the Directors shall at the annual general meeting Accounts &
lay before the Company in general meeting a profit and Balance Sheet
loss account for the period since the preceding account
(or in the case of the first account, since the
incorporation of the Company) made up to a date not more
than six months before the date of the meeting together
with a balance sheet as at the date to which the profit
and loss account is made up.
62. A copy of every profit and loss account and balance sheet Copies to
(including every document required by law to be attached be sent to
thereto) which is to be laid before the Company in Members
general meeting accompanied, if the Company is required
by the Act to appoint an auditor, by a copy of the
auditor's report thereon shall, not less than fourteen
days before the date of the meeting, be sent to every
person entitled to receive notice of general meetings of
the Company.
DIVIDENDS AND RESERVES
63. The Company in general meeting may declare dividends, but Declaration
no dividend shall exceed the amount recommended by the of Dividends
Directors and unless otherwise resolved by the Company
the dividend shall be payable forthwith upon its
declaration.
64. The Directors may from time to time pay to the members Interim
such interim dividends as appear to the Directors to be Dividends
justified by the profits of the Company.
65. No dividend shall be paid otherwise than out of profits Out of
or shall bear interest against the Company. Profits
8
66. The Directors may, before recommending any dividend, set Reserves
aside out of the profits of the Company such sums as they
think proper as reserves which shall, at the discretion
of the Directors, be applicable for any purpose to which
the profits of the Company may be properly applied, and
pending any such application may, at the like discretion,
either be employed in the business of the Company or be
invested in such investments (other than shares in the
Company) as the Directors may from time to time think
fit. The Directors may also without placing the same
reserve carry forward any profits which they may think
prudent not to divide.
67. Subject to the rights of persons, if any, entitled to General
shares with special rights as to dividends and where the Dividend
only shares issued other than those carrying such special Rights
rights are all ordinary shares, or all shares of the one
class as the case may be, all dividends shall -be
declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the
dividend is paid, but no amount paid or credited as paid
on a share in advance of calls shall be treated for the
purposes of this regulation as paid on the share. All
dividends shall be apportioned and paid proportionately
to the amounts paid or credited as paid on the shares
during any portion or portions of the period in respect
of which the dividend is paid; but if any share is issued
on terms providing that it shall rank for dividend as
from a particular date that share shall rank for dividend
accordingly.
68. The Directors may deduct from any dividend payable to any Deductions
member all sums of money, if any, presently payable by
him to the Company on account of calls or otherwise in
relation to the shares of the Company.
69. Any general meeting declaring a dividend or bonus may Distribution
direct payment of such dividend or bonus wholly or partly of Assets
by the distribution of specific assetsand in particular
of paid-up shares, debentures or debenture stock or
secured or unsecured notes of any other Company or in any
one or more of such ways and the Directors shall give
effect to such resolution, and where any difficultly
arises in regard to such distribution, the Directors may
settle the same as they think expedient, and fix. the
value for distribution of such specific assets or any
part thereof and may determine that cash payments shall
be made to any members upon the footing of the value so
fixed in order to adjust the rights of all parties, and
may vest any such specific assets in trustees as may seem
expedient to the Directors.
70. Any dividend, interest, or other money payable in cash in Mode of
respect of shares may be paid by cheque or warrant sent Payment
through the post directed to the registered address of
the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who
is first named on the register of members or to such
person and to such address as the holder or joint holders
may in writing direct. Every such cheque or warrant shall
be made payable to the person to whom it is sent or
bearer. Any one of two or more joint holders may give
effectual receipts for any dividends, bonuses, or other
money payable in respect of the shares held by them as
joint holders.
71. Where an infant is the holder of a share or shares in the Infant
Company, the parent or guardian, or other person having Holder
the care or custody of such infant, may give effectual
receipts for any dividends, bonuses, or other moneys
payable in respect of the share or shares held by such
infant, or capital distributions in the form of bonus
shares, debentures, debenture stock, or secured or
unsecured notes to be made in respect of such share or
shares and the Company and its Directors shall be under
no obligation to see to the application of any such
dividend or capital distribution.
9
CAPITALISATION OF PROFITS
72. The Company in general meeting may upon the Resolution for
recommendation of the Directors resolve that it is Capitalisation
desirable to capitalise any part of the amount for the
time being standing to the credit of any share premium
reserve or any of the Company's reserve accounts or to
the credit of the profit and loss account or otherwise
available for distribution, and accordingly that such sum
be set free for distribution amongst the members who
would have been entitled thereto if distributed by way of
dividend as a capital distribution and in the same
proportions on condition that the same be not paid in
cash but be applied either in or towards paying up any
amounts for the time being unpaid on any shares held by
such members respectively or paying up in full unissued
shares or debentures of the Company to be allotted and
distributed credited as fully paid up to and amongst such
members in the proportion aforesaid, or partly in the one
way and partly in the other, and the Directors shall give
effect to such resolution. A share premium account and a
capital redemption reserve fund may, for the purposes of
this regulation be applied only in the paying up of
unissued shares to be issued to members of the Company as
fully paid bonus shares.
73. Whenever such a resolution as aforesaid shall have been Giving
passed, the Directors shall make all appropriations and Effect to
applications of the undivided profits resolved to be Resolutions
capitalised thereby, and all allotments and issues of
fully paid shares or debentures, if any, and generally
shall do all acts and things required to give effect
thereto, with full power to the Directors to make such
provision by the issue of fractional certificates or by
payment in cash or otherwise as they think fit for the
case of shares or debentures becoming distributable in
fractions, and also to authorise any person to enter on
behalf of all the members entitled thereto into an
agreement with the Company providing for the allotment to
them respectively, credited as fully paid up, of any
further shares or debentures to which they may be
entitled upon such capitalisation, or (as the case may
require) for the payment up by the Company on their
behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalised, of
the amounts or any part of the amounts remaining unpaid
on their existing shares, and any agreement made under
such authority shall be effective and binding on all such
members.
AUDIT
74. Auditors may be appointed and their duties regulated in Audit
accordance with Section 165, 166 and 167 of the Act, but,
provided that the Company be an exempt proprietary
company as deemed by Section 5 (1) of the Act, it shall
not be necessary for the Company to appoint an auditor
(vide Section 165B (1) and (2) of the Act) and the
Secretary of the Company shall record a minute to that
effect in the book containing minutes of proceedings of
general meetings of the Company.
NOTICES
75. A notice may be given by the Company to any member either Service of
personally or by sending it by post to him at his Notice
registered address, or (if he has no registered address
within the State) to the address, if any, within
Australia, supplied by him to the Company for the giving
of notices to him. Where a notice is sent by post,
service of the notice shall be deemed to be effected by
properly addressing, prepaying, and posting a letter
containing the notice, and to have been effected in the
case of a notice of a meeting on the day after the date
of its posting, and in any other case at the time at
which the letter would be delivered in the ordinary
course of post.
10
76. A notice may be given by the Company to the joint holders Joint
of a share by giving the notice to the joint holder first Holders
named in the register of members in respect of the share.
77. A notice may be given by the Company to the persons Death or
entitled to a share in con- sequence of the death or Bankruptcy
bankruptcy of a member by sending it through the post in
a pre-paid letter addressed to them by name, or by the
title or representatives of the deceased, or assignee of
the bankrupt, or by any like description, at the address,
if any, within Australia supplied for the purpose by the
persons claiming to be so entitled, or (until such an
address has been so supplied) by giving the notice in any
manner in which the same might have been given if the
death or bankruptcy had not occurred.
78. (1) Notice of every general meeting shall be given in Notice of
any manner hereinbefore authorised to: - General Meeting
(a) every member having a right to attend and vote
thereat, except those members who (having no
registered address within the State) have not
supplied to the Company an address within
Australia for the giving of notices to them;
(b) every person entitled to a share in consequence
of the death or bankruptcy of a member who, but
for his death or bankruptcy, would be entitled
to receive notice of the meeting; and
(c) the Auditor for the time being of the Company.
(2) No other person shall be entitled to receive
notices of general meetings.
WINDING UP
79. If the Company is wound up, the liquidator may, with the Division of
sanction of a special resolution of the Company, divide Assets in,
amongst the members in kind the whole or any part of the Winding Up
assets of the Company (whether they consist of property
of the same kind or not) and may for that purpose set
such value as he deems fair upon any property to be
divided as aforesaid and may determine how the division
shall be carried out as between the members or different
classes of members. The liquidator may, with the like
sanction, vest the whole or any part of any such assets
in trustees upon such trusts for the benefit of the
contributories as the liquidator, with the like sanction,
thinks fit, but so that no member shall be compelled to
accept any shares or other securities whereon there is
any liability.
INDEMNITY
80. Every Director, Managing Director, Agent, Auditor, Indemnity of
Secretary and other officer for the time being of the Offices
Company shall be indemnified out of the assets of the
Company against any liability incurred by him in
defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is
acquitted or in connection with any application under the
Act in which relief is granted to him by the Court in
respect of any negligence default breach of duty or
breach of trust.
SHARES
81. The shares shall be under the control of the Directors Issue Under
who may allot, grant options over them or otherwise Control of
dispose of the same to such persons on such terms and
11
conditions and either at a premium or at par or (subject Director
to the provisions of the Companies Act) at a discount,
and at such times as the Directors think fit. Subject to
the provisions, if any, in that behalf of the Memorandum
of Association and without prejudice to any special
rights previously conferred on the holders of existing
shares, any share may be issued with such preferred,
deferred or other special rights or such restrictions
whether in regard to dividend voting, return of share
capital or otherwise as the Company may from time to time
by ordinary resolution determine and any preference share
may with the sanction of a special resolution be issued
on the terms that it is or at the option of the Company
is liable to be redeemed.
82. The Directors may, with the consent of the holder, Conversion
convert any ordinary shares into Preference shares.
83. If at any time the share capital is divided into Variation of
different classes of shares, the rights attached to any Classes
class (unless otherwise provided by the terms of issue
shown later in these Articles) may be varied with the
consent in writing of the holders of three-fourths of the
issued shares of that class or with the sanction of a
resolution passed at a separate general meeting of the
holders of the shares of the class. To every such
separate general meeting the provisions of these
regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be
two persons at least holding or representing by proxy
one-third of the issued shares of the class and that any
holder of shares of the class present in person or by
proxy may demand a poll.
84. Every person whose name is entered as a member in the Certificate
register of members shall without payment be entitled to
a certificate under the seal of the Company specifying
the share or shares held by him and the amount paid up
thereon provided that in respect of a share or shares
held jointly by several persons, the Company shall not be
bound to issue more than one certificate and delivery of
a certificate for a share to one of several joint holders
shall be sufficient delivery to all.
85. If a share certificate, letter of allotment, transfer, Lost
receipt or any other document of title to shares is lost, Certificate
defaced or destroyed, a duplicate thereof may be issued
by the Company upon the conditions set out in Section 94
of the Act applicable thereto.
86. None of the funds of the Company or of any subsidiary No Financial
thereof shall be employed in the purchase of or Assistance
subscription for or in loans upon the security of the for Purchase
Company's shares and the Company shall not except as of Shares
authorised by the Act give any financial assistance for
the purpose of or in connection with any purchase of or
subscription for shares in the Company. The Directors may
however in their discretion accept a surrender of shares
by way of compromise of any question as to whether or not
the same have been validly issued or in any other case
where a surrender is within the powers of the Company.
Any shares so surrendered may be sold or re-issued in the
same manner as forfeited shares.
87. Save as herein otherwise provided, the Company shall be Non
entitled to treat the registered holder of any share as Recognition
the absolute owner thereof, and accordingly shall not of Trusts
except as ordered by a Court of competent jurisdiction or
as by Statute required, be bound to recognise any
equitable or other claim to or interest in such share on
the part of any other person
88. A member who holds shares in the Company as trustee for Trustees for
or otherwise on behalf of a corporation shall give notice Corporation
to the Secretary within one (1) month after such shares
12
are acquired in accordance with the Act.
LIEN ON SHARES
89. (a) The Company shall have a first and paramount lien Lien
upon every share (whether fully paid or not) for all
moneys whether presently payable or not or payable
at a fixed time with interest and expenses owing to
the Company in respect of that share but the
Directors may at any time declare any share to be
wholly or in part exempt from the provisions of this
Article.
(b) The Company shall have a first and paramount lien Notice of Lien
for unpaid calls and instalments upon the specific
shares in respect of which such moneys are due and
unpaid. Such lien shall extend to all dividends from
time to time declared in respect of such shares. If
the Company shall register a transfer of any share
upon which it has a claim without first giving to
the transferee a notice of the claim that share
shall be freed and discharged from the lien.
90. Whenever any law imposes a liability or possible Liens for
liability upon the Company to make any payment whether in Statutory
respect of dividends or in respect of the member's Liabilities
ownership of shares in the Company in consequence of his
death non-payment of income tax or other tax or estate
Probate death or succession duties the Company in every
such case shall be fully indemnified by the member or his
executor or administrator from all liabilities and shall
have a lien for all moneys and liabilities due or
chargeable in respect of any such law together with
interest at the rate of ten per centum per annum to the
same extent as for other moneys payable at a fixed time
in respect of the member's shares. The provisions of this
Article shall not prejudice any right or remedy conferred
on the Company as between the Company and every such
member his executors administrators or estate.
91. The Company may sell in such manner as the Directors Sale by
think fit any shares on which the Company has a lien but Company
no sale shall be made unless some sum in respect of which
the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing
stating and demanding payment of such part of the amount
in respect of which the lien exists as is presently
payable has been given to the registered holder for the
time being of the share or the persons entitled thereto
by reason of his death or bankruptcy.
92. For giving effect to any such sale the Directors may Transfer
authorise some person on behalf of the member to transfer
the shares sold to the purchaser thereof. The purchaser
shall be registered as the holder of the shares comprised
in any such transfer and he shall not be bound to see to
the application of the purchase money nor shall his title
to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
93. The proceeds of the sale shall be received by the Company Proceeds of
and applied in payment of such part of the amount in Sale
respect of which the lien exists as is presently payable
and the residue shall (subject to a like lien for sums
not presently payable as existed upon the shares prior to
the sale) be paid to the person entitled to the shares at
the date of the sale.
CALLS ON SHARES
13
94. The Directors may from time to time make calls upon the Calls
members in respect of any money unpaid on their shares
(whether on account of the nominal value of the shares or
by way of premium) and not by the conditions of allotment
thereof made payable at fixed times and each member shall
pay the amount called on his shares to the Company at the
times specified by the Directors. A call may be revoked
or postponed as the Directors may determine.
95. A call shall be deemed to have been made at the time that When Calls
the resolution of the Directors authorising such call was Made
passed, and may be required to be paid by instalments
96. The joint holders of a share shall be jointly and Calls-Joint
severally liable to pay all calls in respect thereof. Holders
97. If a sum called in respect of a share is not paid before Interest on
or on the day appointed for payment thereof the person Unpaid Calls
from whom the sum is due shall pay interest upon the sum
at the rate of ten per centum per annum or at such lesser
rate as the Directors may prescribe from the day
appointed for the payment thereof to the time of the
actual payment but the Directors shall be at liberty to
waive payment of that interest wholly or in part.
98. The provisions of these Articles as to the liability of Non-Payment
joint holders and as to payment of interest shall apply
in the case of non-payment of any sum which by the terms
of issue of a share becomes payable at a fixed time
whether on account of the amount of the share or by way
of premium, as if the same had become payable by virtue
of a call duly made and notified.
99. The Directors may make arrangements on the issue of Differential
shares for varying the amounts and times of payment of Calls
calls as between shareholders.
100. The Directors may if they think fit receive from any Amounts in
member willing to advance the same all or any part of the Advance of
moneys uncalled and unpaid upon any shares held by him Calls
and upon all or any of the moneys so advanced may (until
the same would but for such advance become presently
payable) pay interest at such rate as may be agreed upon
between the member paying the sum in advance and the
Directors.
101. On the trial or hearing of any action for the recovery of Proof of Debt
any money due for any call it shall be sufficient to
prove that the name of the member sued is entered in the
register as the holder or one of the holders of the
shares in respect of which such debt accrued that the
resolution making the call was duly recorded, in the
minute book and that notice of such call was duly given
to the member sued in pursuance of these presents and it
shall not be necessary to prove the appointment of
Directors who made the call or any other matter
whatsoever but the proof of the matters aforesaid shall
be conclusive evidence of the debt.
TRANSFER AND TRANSMISSION OF SHARES
102. The Directors in their absolute discretion may decline to Refusal of
register any transfer of shares in the Company to any Transfer
person of whom they do not approve and shall not be
called upon to assign any reason for such refusal. Where
the Company refuses to register a transfer of any shares,
the Company shall within two (2) months after the date of
lodgment of the transfer send to the transferee notice of
the refusal.
14
103. Subject to these regulations any member may transfer all Instrument of
or any of his shares by instrument in writing in any Transfer
usual or common form or in any other form which the
Directors may approve. The instrument shall be executed
by or on behalf of both the transferor and the
transferee; and the transferor shall remain the holder of
the shares transferred until the transfer is registered
and the name of the transferee is entered in the register
of members in respect thereof.
104. The instrument of transfer must be left for registration Deposit for
at the registered office of the Company or such other Registration
place as the Directors may permit, accompanied by the
certificate of the shares to which it relates and such
other evidence as the Directors may reasonably require to
show the right of the transferor to make the transfer.
The Directors may waive the production of any certificate
upon evidence satisfactory to them of its loss or
destruction and thereupon the Company shall subject to
the powers vested in the Directors by these Articles
register the transferee as a share holder.
105. The legal personal representatives of a deceased sole Person
holder of a share shall be the only persons recognised by Entitled
the Company as having any title to the share. In the case
of a share registered in the name of two or more holders
the survivors or survivor or the legal personal
representatives of the deceased survivor shall be the
only persons recognised by the Company as having any
title to the share.
106. Any person becoming entitled to a share in consequence of Election to
the death or bankruptcy of a member shall upon such be Registered
evidence being produced as may from time to time be or Transfer
properly required by the Directors have the right either
to be registered as a member in respect of the share, or
instead of being registered himself to make such transfer
of the share as the deceased or bankrupt person could
have made; but the Directors shall in either case have
the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by
the deceased or bankrupt person before the death or
bankruptcy.
107. A person becoming entitled to a share by reason of the Rights before
death or bankruptcy of the holder shall upon satisfying Registration
the Directors of his entitlement, be entitled to the same
dividends and other advantages to which he would be
entitled if he were the registered holder of the share,
except that he shall not before being registered as a
member in respect of the share be entitled in respect of
it to exercise any right conferred by membership in
relation to meetings of the Company.
108. All instruments of transfer which shall be registered Returned
shall be retained by the Company but any instrument of Instrument
transfer which the Directors may decline to register
shall (except in any case of fraud) be returned to the
party presenting the same.
109. The transfer books and register of members may, subject Closure of
to the giving of the not- ice required by Section 153 of Books
the Act, be closed during such time as the Directors
think fit not exceeding in the whole thirty days in each
calendar year.
FORFEITURE OF SHARES
110. If a member fails to pay any call or instalment of a call Notice of
on the day appointed for payment thereof, the Directors Forfeiture
may at any time thereafter during such time as any part
of such call or instalment remains unpaid serve a notice
on him requiring payment of so much of the call or
instalment as is unpaid together with any interest which
may have accrued and all expenses that may have been
incurred by the Company by
15
reason of such non-payment.
111. The notice shall name a further day (not earlier than the Contents of
expiration of fourteen days from the date of the notice) Notice
on or before which and the place at which the payment
required by the notice is to be made and shall state that
in the event of non-payment at or before the time and at
the place appointed, the share in respect of which the
call was made will be liable to be forfeited.
112. If the requirements of any such notice as aforesaid are Non-
not complied with any share in respect of which the Compliance
notice has been given may at any time thereafter before
the payment required by the notice has been made be
forfeited by a resolution of the Directors to that
effect. Such forfeiture shall include all dividends
declared in respect of forfeited shares and not actually
paid before the forfeiture.
113. A forfeited share may be sold or otherwise disposed of on Sale of
such terms and in such manner as the Directors shall Forfeited
think fit and at any time before a sale or disposition Shares
the forfeiture may be cancelled on such terms as the
Directors think fit.
114. The Directors may accept the surrender of any paid up Surrender
shares by way of compromise of any question as to the
holder being properly registered in respect thereof. Any
share so surrendered may be disposed of in the same
manner as a forfeited share.
115. A person whose shares have been forfeited shall cease to Ceasing to be
be a member in respect of the forfeited shares but shall a Member
notwithstanding remain liable to pay to the Company all
moneys which at the date of forfeiture were payable by
him to the Company in respect of the shares.
116. A statutory declaration in writing that the declarant is Evidence
a Director of the Company and that a share in the Company
has been duly forfeited on a date stated in the
declaration shall be conclusive evidence of the facts
therein stated as against all persons claiming to be
entitled to the share. The Company may receive the
consideration, if any, given for the share on any sale or
disposition thereof and may execute a transfer of the
share in favour of the person to whom the share is sold
or disposed of and he shall thereupon be registered as
the holder of the share and shall not be bound to see to
the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or
invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the share.
117. The provisions of these Articles as to forfeiture shall Forfeiture
apply in the case of nonpayment of any sum which by terms Applicable to
of issue of a share become payable at a fixed time Non-Payment
whether on account of the amount of the share, or by way
of premium as if the same had been payable by virtue of a
call duly made and notified.
CONVERSION OF SHARES INTO STOCK
118. The Company may by resolution passed in general meeting, Conversion to
convert any paid up shares into stock and reconvert any Stock
stock into paid up shares of any denomination.
119. The holders of stock may transfer the same or any part Transfer of
thereof in the same manner and subject to the same Stock
Articles as and subject to which the shares from which
the stock arose might previously to conversion have been
transferred or as near thereto as circumstances admit;
but the Directors may from time to time fix the minimum
amount of stock transferable and restrict or forbid the
transfer of fractions of that
16
minimum but the minimum shall not exceed the nominal
amount of the share from which the stock arose.
120. The holders of stock shall according to the amount of the Rights &
stock held by them, have the same rights, privileges and Privileges of
advantages as regards dividends, voting at meetings of Stockholders
the Company and other matters as if they held the shares
from which the stock arose but no such privilege or
advantage (except participation in the dividends and
profits of the Company) shall be conferred by any such
aliquot part of stock as would not if existing in shares
have conferred that privilege or advantage.
121. Such of the Articles of the Company as are applicable to Interpretation
paid up shares shall apply to stock.
ALTERATION OF CAPITAL
122. The Company may by resolution passed in general
meeting:- Alteration
(a) increase its share capital by the creation of shares
of such amount as it thinks expedient;
(b) consolidate and divide all or any of its share
capital into shares of larger amount than its
existing shares;
(c) subdivide its shares or any of them into shares of
smaller amount than is fixed by the Memorandum; so
however that in the subdivision the proportion
between the amount paid and the amount (if any)
unpaid on each reduced share shall be the same as it
was in the case of the share from which the reduced
share is derived;
(d) cancel any shares which at the date of the passing
of the resolution have not been taken or agreed to
be taken by any person or which have been forfeited
and diminish the amount of its share capital by the
amount of the shares so cancelled.
123. The Company may by special resolution reduce its share Reduction
capital and any capital redemption reserve fund or any
share premium account in any manner and with, and subject
to, any incident authorised and consent required by law.
SHARE CAPITAL AND SHARE RIGHTS
124. The capital of the Company is One Hundred Thousand Share Capital
dollars ($100,000.00) divided into One Hundred Thousand & Classes
(100,000) shares of One Dollar ($1.00) each and
classified as under:-
90,000 - ordinary shares
1,000 - "A" class shares
1,000 - "B" class shares
1,000 - "C" class shares
1,000 - "D" class shares
1,000 - "E" class shares
1,000 - "F" class shares
1,000 - "G" class shares
1,000 - "H" class shares
17
1,000 - "I" class shares
1,000 - "J" class shares
125. The said ordinary shares, "A" and "B" class shares shall Voting
entitle the holder or holders thereof to receive notice
of meetings and shall confer upon any holder thereof,
when present in person or by proxy or by attorney at any
general meeting of the Company the right to cast one (1)
vote upon a show of hands and upon a poll to cast one (1)
vote for each share held.
126. The said "C", "D", "E", "F", "G", "H" and "I" class No Voting
shares shall carry no voting rights whatsoever.
127. Where at any time there shall be more than one class of Discretion:
shares on issue, any dividend or distribution of Dividends
capitalised profits may be declared by the Company in
general meeting, and as the Directors from time to time
recommend, and all dividends whether interim or otherwise
may be paid, and distribution of capitalised profits made
on the shares of any one or more class or classes of
shares to the exclusion of the shares of any other class
or classes and if at any meeting dividends are declared
or distributions made on more than one class the dividend
declared or distribution made on the shares of any such
class may be at a higher or lower rate than or at the
same rate as the dividend declared or distribution made
on the shares of the other or others of such classes
provided that the shares in each class shall inter se
participate pari passu in any dividend declared or any
distribution of capitalised profits made in respect of
that class. It shall be no objection to any resolution
which shall declare a higher rate of dividend or
distribution on the shares of any class or classes than
the dividend declared or distribution made on the shares
of any other classes or class or which shall declare a
dividend or make a distribution on the shares of any
class or classes to the exclusion of the shares of any
other classes or class that such resolution was passed by
virtue of the votes of the holders of the shares of the
class or classes to receive the higher rate of dividend
or distribution or to receive the dividend or
distribution (as the case may be) and that such
resolution was opposed by the holders of the shares of
the class or classes to receive the lower rate of
dividend or distribution or to be excluded (as the case
may be).
128. Upon a reduction of capital or winding up of the Company No
the said "F", "G", "H" and "I" class shares shall as Participation
regards return of capital rank after the said "J" class in Surplus
redeemable preference shares and pari passu inter se with
all other shares in the capital of the Company, but shall
not carry the right to any further participation in the
surplus assets or profits.
129. The rights, privileges, restrictions and conditions Redeemable
following shall be attached to the "J" class redeemable Preference
preference shares: Shares
(a) The said "J" class redeemable preference shares Voting
shall entitle the holders thereof to receive notice
of meetings and shall confer upon any holder
thereof, when present in person or by proxy or by
attorney at any general meeting of the Company the
right to cast one (1) vote upon a show of hands and
upon a poll to cast one (1) vote for each such share
held.
(b) The said "J" class redeemable preference shares Dividends
shall confer upon the holders thereof the right to
payment of such non-cumulative dividends as the
Directors of the Company may from time to time
recommend and as the Company may pursuant to these
Articles declare and shall in respect to
18
payment of any dividends so declared rank pari passu
with all other classes of shares in the capital of
the Company on which dividends may be so declared.
(c) Upon a reduction of capital or winding up of the No
Company the said "J" class redeemable preference Participation
shares shall as regards return of capital rank in
priority to all other shares of the Company, but
shall not carry the right to any further
participation in the surplus assets or profits.
(d) Subject to the provisions of Section 61 of the Act, Redemption
the Company reserves the right at any time or from
time to time to redeem at par such of the said
redeemable preference shares as it may from time to
time determine provided that any such redemption
shall be effected prior to the 30th June, 2050. Any
such redemption shall be effected by notice in
writing to the holders of the shares to be redeemed
at their respective registered addresses and each
notice shall be accompanied by the Company's cheque
or by a bank cheque bank draft or money order for
the amount payable to the holder to whom the notice
is sent. Any redeemable preference shares not
redeemed prior to the 30th June, 2050 shall not
thereafter be redeemable.
19
WE, the several persons whose names are subscribed being the subscribers to the
Memorandum of Association hereby agree to the foregoing Articles of Association.
- -------------------------------------------------------------------------------
Signatures of Subscribers Signature and Address of Witness
- -------------------------------------------------------------------------------
Witness to all Signatures
-------------------------
Douglas Cecil MACGREGOR,
2 Rosherville Road,
Mosman. 2088.
Company Director
Olive LEE
Unit 303 Park Regis,
Park Street,
Sydney. 2000.
Secretary
Patricia Alexa MACGREGOR,
2 Rosherville Road,
Mosman. 2088.
Company Director
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