TK Teekay Corporation Ltd

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Description of Registrant’s Securities to be Registered.

725,000,000 shares are designated as common shares, par value $0.001 per share; and

25,000,000 shares are designated as preferred shares, par value $1.00 per share.

the designation of the series;

the number of shares of the series;

the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions of such series; and

the voting rights, if any, of the holders of the series.

Exhibits.

Description

Filed herewith.

/s/ Frans Lotz

The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

The Company is an exempted company as defined by the Companies Act 1981.

The authorised share capital of the Company is US$25,725,000 divided into 725,000,000 Common Shares of par value US$0.001 each, 25,000,000 Preference Shares of par value US$1.00 each.

The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding ___ in all, including the following parcels:-

Details of Incorporation:

The objects of the Company from the date of continuance are unrestricted.

The following are provisions regarding the powers of the Company –

pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed;

pursuant to Section 42A of the Act , the Company shall have the power to purchase its own shares; and

pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares.

 /s/ Frans Lotz

 /s/ N. Angelique Burgess

 Frans Lotz, Secretary

 N. Angelique Burgess, Assistant Secretary

INTERPRETATION

1.

SHARES

2.

3.

4.

5.

6.

7.

8.

REGISTRATION OF SHARES

9.

10.

11.

12.

ALTERATION OF SHARE CAPITAL

13.

14.

DIVIDENDS AND CAPITALISATION

15.

16.

17.

18.

MEETINGS OF MEMBERS

19.

20.

21.

22.

23.

24.

25.

54.

DEFINITIONS

In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

“Act”

“Auditor”

“Board”

“Company”

“Director”

“Member”

“notice”

“Officer”

“Register of Directors and Officers”

“Register of Members”

“Resident Representative”

“Secretary”

“Treasury Share”

In these Bye-laws, where not inconsistent with the context:

words denoting the plural number include the singular number and vice versa;

words importing persons include companies, associations or bodies of persons whether corporate or not;

the words:

“may” shall be construed as permissive; and

“shall” shall be construed as imperative;

a reference to a statutory provision shall be deemed to include any amendment or re-enactment thereof;

the phrase “issued and outstanding” in relation to shares, means shares in issue other than Treasury Shares;

the word “corporation” means a corporation whether or not a company within the meaning of the Act; and

unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

POWER TO ISSUE SHARES

Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

POWER OF THE COMPANY TO PURCHASE ITS SHARES

The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

RIGHTS ATTACHING TO SHARES

At the date these Bye-laws are adopted, the share capital of the Company is divided into two classes: (i) 725,000,000 common shares of par value $0.001 each (the “Common Shares”) and (ii) 25,000,000 preference shares of par value $1.00 each (the “Preferred Shares”).

The holders of Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to Preferred Shares):

be entitled to one vote per share;

be entitled to such dividends as the Board may from time to time declare;

in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

generally be entitled to enjoy all of the rights attaching to shares.

The Board is authorised to provide for the issuance of the Preferred Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preferred Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preferred Shares, to vary the rights attached to any other series of Preferred Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

the number of shares constituting that series and the distinctive designation of that series;

the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;

whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;

whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;

whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates;

whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund;

the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company;

the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment in respect of shares of that series;

the rights of holders of that series to elect or appoint Directors; and

any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.

Any Preferred Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preferred Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Shares to be created by resolution or resolutions of the Board or as part of any other series of Preferred Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preferred Shares.

At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.

All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

CALLS ON SHARES

The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members (and not made payable at fixed times by the terms and conditions of issue) and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

Any amount which, by the terms of allotment of a share, becomes payable upon issue or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Bye-laws be deemed to be an amount on which a call has been duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these Bye-laws as to payment of interest, costs and expenses, forfeiture or otherwise shall apply as if such amount had become payable by virtue of a duly made and notified call.

The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by such Member, although no part of that amount has been called up or become payable.

FORFEITURE OF SHARES

If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

[Signature of Secretary] By Order of the Board

If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.

A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

SHARE CERTIFICATES

Subject to the provisions of this Bye-law 7, every Member shall be entitled to a certificate.

The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.

The shares of the Company may be certificated or uncertificated shares, as provided under the Act, and shall be entered in the books of the Company and registered as they are issued. Every holder of shares shall be entitled to have a certificate in form meeting the requirements of law and approved by the Board that certifies the number of shares owned by such holder in the Company. Any certificates shall be signed by an Officer and/or a Director, however designated, of the Company. The signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent other than the Company itself or its employees. In case any person who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such Officer or Director before such certificate is issued, it may be issued by the Company with the same effect as if they were such Officer or Director at the date of issue. As used in these Bye-laws, the term “uncertificated shares” refers to shares of the Company that: (i) are not represented by an instrument; (ii) the transfer of which is registered upon books maintained for that purpose by or on behalf of the Company; and (iii) are of a type commonly dealt in upon securities exchanges or markets. If applicable, except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

If applicable, for each class or series of shares the Company shall be authorised to issue, the powers, designations, references and relative, participating, optional or other special rights of each class of shares or series thereof and the qualifications, limitations or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of any certificate which the Company shall issue to represent each class or series of shares; provided, however, that, except as otherwise required by the Act, in lieu of the foregoing requirements, there may be set forth on the face or back of any certificate which the Company shall issue to represent such class or series of shares, a statement that the Company will furnish without charge to each Member that so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof and the qualifications, limitations or restrictions of such preferences or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the Company or its transfer agent shall send to the registered owner thereof a written notice containing the information, described above, that is required to be set forth or stated on the Company’s share certificates, together with any additional information required to be provided to such registered owners.

The Board may direct a new share certificate or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the share certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as it shall require and/or give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost or destroyed. Nothing in this Bye-law 7 shall preclude Officers and/or Directors from replacing a purported lost, stolen or destroyed certificate without Board approval.

Notwithstanding any provisions of these Bye-laws:

the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of uncertificated shares and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in uncertificated form; and

unless otherwise determined by the Board and as permitted by the Act and any other applicable laws and regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument.

FRACTIONAL SHARES

REGISTER OF MEMBERS

The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.

The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty (30) days in each year.

REGISTERED HOLDER ABSOLUTE OWNER

TRANSFER OF REGISTERED SHARES

Upon surrender to the Company or the transfer agent of the Company of an instrument of transfer and:

certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Company shall issue a new certificate or evidence of the issuance of uncertificated shares to the Member entitled thereto, cancel the old certificate, if any, and record the transaction upon the Company’s books.

receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the Member entitled thereto,

An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Signed by:

In the presence of:

Signed by:

In the presence of:

Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members.

The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share which is not fully paid up. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body

Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

The Board shall have power and authority to make such additional rules and regulations as they may deem expedient concerning the issuance, registration and transfer of the Company’s shares, and may appoint transfer agents and registrars thereof.

Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange.

TRANSMISSION OF REGISTERED SHARES

In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Signed by:

In the presence of:

Transferor

Witness

Signed by:

In the presence of:

On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

POWER TO ALTER CAPITAL

The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.

Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

VARIATION OF RIGHTS ATTACHING TO SHARES

DIVIDENDS

The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.

The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

POWER TO SET ASIDE PROFITS

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

METHOD OF PAYMENT

Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or bank draft sent through the post directed to the Member at such Member’s address in the Register of Members, or to such person and to such address as the Member may direct in writing, or by transfer to such account as the Member may direct in writing or otherwise agree.

In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or bank draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may direct in writing, or by transfer to such account as the joint holders may direct in writing. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise.

Any dividend and/or other moneys payable in respect of a share which has remained unclaimed for six (6) years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account. Such payment shall not constitute the Company a trustee in respect thereof.

The Company shall be entitled to cease sending dividend cheques and drafts by post or otherwise to a Member if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions or, following one such occasion, reasonable enquiries have failed to establish the Member’s new address. The entitlement conferred on the Company by this Bye-law in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or draft.

CAPITALISATION

The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares of one class to shares of another class) to the Members.

The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

ANNUAL GENERAL MEETINGS

The annual general meeting of Members shall be held on such day, and at such time and place within or outside Bermuda as the Board may from time to time determine, for the purpose of electing Directors and transacting such other business as may properly be brought before the meeting. Only such business shall be conducted at an annual general meeting as shall have been properly brought before the meeting. To be properly brought before an annual general meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a Member or Members of the Company holding of record in the aggregate not less than 15% of the shares having the right to vote at the meeting on such matter, or by a person who holds such shares through a nominee or “street name” holder of record of such shares and can demonstrate to the Company such indirect ownership of, and such person’s right to vote, such shares. For business to be properly brought before an annual general meeting by such Member or Members, the Member or Members must have given timely notice thereof in writing to the Secretary. To be timely, a Member’s or Members’ notice must be personally delivered to or mailed and received at the principal office of the Company not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual general meeting.

A Member’s or Members’ (or a person holding shares in street name) notice to the Secretary shall set forth (a) as to each matter the Member or Members (or a person holding shares in street name) propose to bring before the annual general meeting, a brief description of the business

As used in these Bye-laws, shares “beneficially owned” shall mean all shares which a person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). If a Member is entitled to vote only for a specific class or category of Directors at an annual general meeting or special general meeting of Members, the Member’s right to nominate a person for election as a Director at the meeting shall be limited to such class or category of Directors.

Notwithstanding anything in these Bye-laws to the contrary, to the fullest extent permitted by law, no business shall be conducted at any annual general meeting except in accordance with the procedures set forth in this Bye-law 19. The Board or the chair of the meeting shall, if the facts warrant, determine (i) that a proposal does not constitute proper business to be transacted at the meeting, or (ii) that business was not properly brought before the meeting in accordance with the provisions of this Bye-law 19, and, if it is so determined, in either case, any such business shall not be transacted. The procedures set forth in this Bye-law 19 for business to be properly brought before an annual general meeting by a Member or Members are in addition to, and not in lieu of, provisions of applicable law, rules and regulations.

SPECIAL GENERAL MEETINGS

Special general meetings of Members, unless otherwise prescribed by law, may be called for any purpose at any time only by order of the Board. Such meetings shall be held at such place, date and time as may be designated in the notice thereof. No business may be conducted at the special general meeting other than such business as may be properly brought before the meeting and no matter shall be properly brought before a special general meeting of Members unless the matter shall have been brought before the meeting pursuant to the Company’s notice of such meeting. If the chair of the special general meeting determines that business was not properly brought before the special general meeting, the chair shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

REQUISITIONED GENERAL MEETINGS

The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the

NOTICE

Notice of every meeting of Members, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the date, time, place and purpose thereof, and in the case of special general meetings, the name of the person or persons at whose direction the notice is being issued, shall be given personally or sent by mail or electronic transmission at least fifteen (15) but not more than sixty (60) days before the date of such meeting, to each Member of record entitled to vote thereat and to each Member of record who, by reason of any action proposed at such meeting would be entitled to have their shares appraised if such action were taken, and the notice shall include a statement of that purpose and to that effect.

Notice of a special general meeting shall state the purpose of the proposed special general meeting and the business transacted at any special general meeting shall be limited accordingly.

The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

GIVING NOTICE AND ACCESS

A notice may be given by the Company to a Member:

by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

by sending it by post to such Member’s address in the Register of Members or at such address as to which the Member has given notice to the Secretary, in which case the notice shall be deemed to have been served five (5) days after the date on which it is deposited, with postage prepaid, in the mail; or

by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two (2) days after the date on which it is deposited, with courier fees paid, with the courier service; or

by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or

by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.

Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

In proving service under Bye-laws 23.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

POSTPONEMENT OR CANCELLATION OF GENERAL MEETING

To the fullest extent permitted by law, the Board may postpone any meeting of Members or cancel any special general meeting of Members by public announcement or disclosure prior to the time scheduled for the meeting. Fresh notice of the date, time and place for a postponed meeting shall be given to each Member in accordance with these Bye-laws.

ELECTRONIC PARTICIPATION AND SECURITY IN MEETINGS

Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

The Board may, and at any general meeting, the chair of such meeting may, make any arrangement and impose any requirement or restriction it or they consider appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chair of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

QUORUM AT GENERAL MEETINGS

Except as otherwise expressly provided by law or by the Bye-laws, a majority of shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the Members; provided that at any meeting of Members at which the holders of any class of shares of the Company shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a different number of shares of such class shall be required by law or by these Bye-laws. If less than a quorum is present, a majority of those shares present either in person or by proxy shall have power to adjourn any meeting until a quorum shall be present. Notwithstanding the foregoing, if a meeting of Members is adjourned for lack of quorum on two successive occasions, at the next and any subsequent adjournment of the meeting there must be present either in person or by proxy Members of record holding at least forty-percent (40%) of the issued and outstanding shares and entitled to vote at such meeting in order to constitute a quorum.

If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

For the purposes of consideration of and voting on any business that:

is submitted to the Members at any meeting; and

has been recommended by a majority of Continuing Directors (as defined below) for approval by the Members;

one-third of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Members for the purpose of such consideration and voting. “Continuing Directors” shall mean the incumbent members of the Board that were members of the Board on May 31, 2006, and any persons who are subsequently elected or appointed to the Board if such persons are recommended by a majority of the Continuing Directors.

For the purposes of considering and voting on the election of Directors at any meeting, the quorum requirement stipulated in Bye-law 26.1 shall apply unless all nominees for election as Directors are persons recommended by a majority of Continuing Directors. If such nominees are so recommended, the quorum requirement stipulated in Bye-law 26.3 shall apply.

CHAIR TO PRESIDE AT GENERAL MEETINGS

The Chair of the Board or, in the absence of the Chair of the Board, the President and/or Chief Executive Officer of the Company (or, in the absence of the President and/or Chief Executive Officer, any other Officer), shall call all meetings of the Members to order and shall act as chair of such meetings. In the absence of the Chair of the Board, the President and/or Chief Executive Officer or another Officer, the members of the Board who are present shall elect a chair of the meeting.

SECRETARY OF GENERAL MEETINGS

The Secretary or Assistant Secretary of the Company may act as secretary of all meetings of the Members. In the absence of the Secretary or Assistant Secretary, or if the Secretary or Assistant Secretary does not act as secretary of a meeting, the chair of the meeting may appoint any person to act as secretary of the meeting.

RIGHT TO VOTE AND FIXING OF RECORD DATE

The Board may fix a time not more than sixty (60) days nor less than fifteen (15) days prior to the date of any meeting of Members, or more than sixty (60) days prior to the last day on which the consent or dissent of Members may be expressed for any purpose without a meeting, as the time as of which Members entitled to notice of and to vote at such meeting or whose consent or dissent

The Board may fix a time not exceeding sixty (60) days preceding the date fixed for the payment of any dividend, the making of any distribution, the allotment of any rights or the taking of any other action, as a record time for the determination of the Members entitled to receive any such dividend, distribution or allotment or for the purpose of such other action.

With respect to holders of shares entitled to vote at the meeting, such Members shall, if requested by the Company, present thereat proof of identity and authority satisfactory to the secretary of the meeting.

No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.

VOTING ON RESOLUTIONS

If a quorum is present, and except as otherwise expressly provided by law or by these Bye-laws, the affirmative vote of a majority of the votes cast at the meeting shall be the act of the Members, provided, that Directors shall be elected by a plurality of the votes cast at a meeting of Members by the holders of shares entitled to vote in the election. At any meeting of the Members, subject to these Bye-laws (including any rights of any preferred shares that may be issued) each Member entitled to vote thereat shall be entitled to one vote for each such share, and may so vote either in person or by proxy appointed by instrument in writing or facsimile granted by the Member or the Member’s attorney-in-fact, or granted by other means of electronic transmission. Except as otherwise expressly provided by law, every proxy is revocable at the pleasure of the Member executing it.

No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote per person and shall cast such vote by raising their hand.

In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chair of the meeting shall direct the manner in which such Member may cast their vote on a show of hands.

At any general meeting if an amendment is proposed to any resolution under consideration and the chair of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

At any general meeting a declaration by the chair of the meeting that a question proposed for consideration 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 a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.

POWER TO DEMAND A VOTE ON A POLL

Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

the chair of such meeting; or

at least three Members present in person or represented by proxy; or

any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or

any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right.

Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chair of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all their votes or cast all the votes they use in the same way.

A poll demanded for the purpose of electing a chair of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chair (or acting chair) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record their vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast their vote in such manner as the chair of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by one or more scrutineers appointed by the Board or, in the absence of such appointment, by a committee of not less than two Members or proxy holders appointed by the chair of the meeting for the purpose, and the result of the poll shall be declared by the chair of the meeting.

VOTING BY JOINT HOLDERS OF SHARES

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

INSTRUMENT OF PROXY

A Member may appoint a proxy by:

an instrument in writing in substantially the following form or such other form as the Board may determine from time to time or the Board or the chair of the meeting shall accept:

such telephonic, electronic or other means as may be approved by the Board from time to time.

The appointment of a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the appointment proposes to vote, and appointment of a proxy which is not received in the manner so permitted shall be invalid.

A Member who is the holder of two or more shares may appoint more than one proxy to represent them and vote on their behalf in respect of different shares.

The decision of the chair of any general meeting as to the validity of any appointment of a proxy shall be final.

REPRESENTATION OF CORPORATE MEMBER

A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

Notwithstanding the foregoing, the chair of the meeting may accept such assurances as they think fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

ADJOURNMENT OF GENERAL MEETING

The chair of a general meeting at which a quorum is present may, with the consent of the Members holding a majority of the voting rights of those Members present in person or by proxy (and shall if so directed by Members holding a majority of the voting rights of those Members present in person or by proxy) adjourn the meeting.

The chair of a general meeting may adjourn the meeting to another time and place without the consent or direction of the Members if it appears to them that:

it is likely to be impractical to hold or continue that meeting because of the number of Members wishing to attend who are not present; or

the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

WRITTEN RESOLUTIONS

Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Bye-law.

Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution.

A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) all of the Members entitled to vote at the date that the notice is given.

A resolution in writing may be signed in any number of counterparts.

A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.

This Bye-law shall not apply to:

a resolution passed to remove an Auditor from office before the expiration of their term of office; or

a resolution passed for the purpose of removing a Director before the expiration of their term of office.

For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

DIRECTORS, OFFICERS, AUDITORS ATTENDANCE AT GENERAL MEETINGS

The Directors, the Officers, the Auditors and the solicitors of the Company shall be entitled to attend at any meeting of the Members but no such person shall be counted in the quorum or be entitled to vote at any meeting of the Members unless such person shall be a Member or proxyholder entitled to vote thereat.

ELECTION OF DIRECTORS

Only persons who are nominated in accordance with the procedures set forth in this Bye-law 38.1 shall be eligible for election as Directors by the Members. Nominations of persons for election to the Board may be made at an annual general meeting by or at the direction of the Board or by a Member or Members of the Company holding of record in the aggregate not less than 15% of the shares having the right to vote for the election of Directors at the meeting, or by a person who holds such shares through a nominee or “street name” holder of record of such shares and can demonstrate to the Company such indirect ownership of, and such person’s right to vote, such shares, who complies or comply with the notice procedure set forth in this Bye-law 38.1. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant

For the avoidance of doubt and as contemplated by Bye-law 30.1, where persons are validly proposed for re-election or election as a Director, the persons receiving the most votes (up to the number of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of such Directors.

NUMBER OF DIRECTORS

CLASSES OF DIRECTORS

TERM OF OFFICE OF DIRECTORS

As at the date of the adoption of these Bye-laws the terms of each class of Directors shall expire as follows:

the Class I Directors’ term shall expire at the 2027 annual general meeting;

the Class II Directors’ term shall expire at the 2025 annual general meeting; and

the Class III Directors’ term shall expire at the 2026 annual general meeting.

Notwithstanding the foregoing, each Director shall be elected to serve until their successor shall have been duly elected and qualified, except in the event of their death, resignation, removal or the earlier termination of their term of office. A Director whose term of office expires shall be eligible for re-election.

REMOVAL OF DIRECTORS

Any or all of the Directors may be removed for cause by the Board or by the Members. Notwithstanding the previous sentence, whenever any Director shall have been elected by the holders of any class of shares of the Company voting separately as a class under the provisions of the Bye-laws, such Director may be removed and the vacancy filled only by the Members of that class of shares voting separately as a class.

Any Director may resign at any time by giving written notice to the Secretary of the Company. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

Except as otherwise provided by law, no act or proceeding of the Directors is invalid by reason only of there being less than the designated number of Directors in office.

Where a Director is to be removed by the Board or the Members, notice of the meeting convened for this purpose shall contain a statement of the intention so to do and be served on such Director not less than fourteen (14) days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director’s removal.

For the purposes of this Bye-law, “cause” shall mean a conviction for a criminal offence involving dishonesty or engaging in conduct which brings the Director or the Company into disrepute and which results in material financial detriment to the Company.

VACANCY IN THE OFFICE OF DIRECTOR

The office of Director shall be vacated if the Director:

is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;

is or becomes bankrupt, or makes any arrangement or composition with their creditors generally;

is or becomes of unsound mind or dies; or

resigns their office by notice to the Company.

Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason, including the failure of the Members to elect the entire Board at any election of Directors, may be filled only by a vote of a majority of the Directors then in office, although less than a quorum exists. A Director elected to fill a vacancy (other than a vacancy resulting from an increase in the number of Directors) becomes a member of the same class as their predecessor.

REMUNERATION OF DIRECTORS

DEFECT IN APPOINTMENT

DIRECTORS TO MANAGE BUSINESS

POWERS OF THE BOARD OF DIRECTORS

appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

procure that the Company pays all expenses incurred in promoting and incorporating the Company;

delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board, which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board;

delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

present any petition and make any application in connection with the liquidation or reorganisation of the Company;

in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

REGISTER OF DIRECTORS AND OFFICERS

APPOINTMENT AND REMOVAL OF OFFICERS

The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.

Unless an Officer is elected or appointed by the Board for a specific term stated in the Board resolution electing or appointing such Officer, each Officer shall hold office until their successor shall have been duly elected and qualified, except in the event of the earlier termination of their term of office, through death, resignation, replacement, removal or otherwise.

Any Officer may be removed by the Board at any time with or without cause. Any vacancy in an office may be filled for the unexpired portion of the term of such office by the Board.

DUTIES OF OFFICERS

The President and/or Chief Executive Officer shall be the chief executive officer of the Company and shall have the general management of the affairs of the Company together with the powers and duties usually incident to the office of President and/or Chief Executive Officer, except as specifically limited by appropriate resolution of the Board, and shall have such other powers and perform such other duties as may be assigned to them by the Board.

The Secretary may act as secretary of all meetings of the Members and of the Board at which they are present, shall have supervision over the giving and serving of notices of the Company, shall be the custodian of the corporate records and the corporate seal of the Company, if any, shall be empowered (together with the other Officers of the Company) to affix the corporate seal, if any, to those documents, the execution of which, on behalf of the Company under its seal, if any, is duly authorised and when so affixed may attest the same, and shall exercise the powers and perform such other duties as may be assigned to them by the Board or the President and/or Chief Executive Officer.

The Chief Financial Officer and/or Treasurer shall have general supervision over the care and custody of the funds, securities, and other valuable effects of the Company and shall deposit the same or cause the same to be deposited in the name of the Company in such depositories as the Board may designate, shall disburse the funds of the Company as may be ordered by the Board, shall have supervision over the accounts of all receipts and disbursements of the Company, shall,

Any Officers other than those described in Bye-laws 50.1 through 50.3 shall exercise such powers and perform such duties as may be assigned to them by the Board or the President and/or Chief Executive Officer.

Notwithstanding the duties, powers and authority set out in Bye-laws 50.1 to 50.4, the President and/or Chief Executive Officer, the Chief Financial Officer and/or Treasurer or any other Officer or Officers that the Board may designate shall have full authority in the name of and on behalf of the Company to enter into, execute and deliver any contract, agreement or other instruments or notes, or other evidence of indebtedness, unless such authority shall be limited by the Board to specific instances.

REMUNERATION OF OFFICERS

CONFLICTS OF INTEREST

Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director’s firm, partner or company to act as Auditor to the Company.

A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an “Interested Director”) shall declare the nature of such interest as required by the Act.

An Interested Director who has complied with the requirements of the foregoing Bye-law may:

vote in respect of such contract or proposed contract; and/or

be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,

INDEMNIFICATION AND EXCULPATION OF DIRECTORS, OFFICERS AND OTHERS

To the fullest extent now or hereinafter permitted by law, each person who was or is made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that they are or were or have agreed to become a Director or Officer of the Company or that, being or having been such a Director or Officer of the Company, they are or were serving at the request of the Company as a director, officer, partner, manager, trustee, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director of Officer or as such a director, officer, partner, manager, trustee, employee or agent or in any other capacity while serving as a Director or Officer or as such a director, officer, partner, manager, trustee, employee or agent, shall be indemnified and held harmless by the Company to the full extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines and ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, Officer, or such a director, officer, partner, manager, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in Bye-law 53.3 hereof with respect to proceedings seeking to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this Bye-law 53.1 shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Act requires an advancement of expenses incurred by an indemnitee in their capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Bye-law 53.1 or otherwise.

The foregoing indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of their duties with or for the Company or any subsidiary thereof, provided that, such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer

If a claim under Bye-law 53.1 hereof is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Bye-law upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the Company), and, to the fullest extent permitted by law, thereafter the Company shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the Company (including its Board, independent legal counsel or its Members) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the Company (including its Board, independent legal counsel or its Members) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.

The rights to indemnification and to the advancement of expenses conferred in this Bye-law shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, vote of Members or disinterested Directors, provisions of the Bye-laws of the Company, or otherwise.

The Company may maintain insurance, at its expense, to protect itself and any Director or Officer of the Company or any director, officer, partner, manager, trustee, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise serving in such capacity at the request of the Company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act. The Company, without further Member approval, may enter into contracts with any Director or Officer, or such director, officer, partner, manager, trustee, employee or agent in furtherance of the provisions of this Bye-law and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Bye-law.

The Company may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the Company with the same scope and effect as the provisions of this Bye-law with respect to the indemnification and

Any repeal or modification of the foregoing indemnification provisions shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. The contract rights conferred by this Bye-law 53 may not be modified retroactively without the consent of an affected indemnitee.

If this Bye-law 53 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each indemnitee as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Bye-law that shall not have been invalidated and to the fullest extent permitted by applicable law.

In the event of payment of indemnification to an indemnitee, the Company shall be subrogated to the extent of such payment to any right of recovery such indemnitee may have and such person, as a condition of receiving indemnification from the Company, shall execute all documents and do all things that the Company may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Company effectively to enforce any such recovery.

The Company shall not be liable under this Bye-law 53 to make any payment in connection with any claim made against an indemnitee to the extent such person has otherwise received payment (under any insurance policy, bye-law, agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

BOARD MEETINGS

The Board may adopt such rules as they shall deem proper, not inconsistent with law or with these Bye-laws, for the conduct of their meetings and the management of the affairs of the Company. At all meetings of the Board, business shall be transacted in such order as the Board may determine.

The vote of the majority of the Directors, present in person, at a meeting of the Board at which a quorum is present shall be the act of the Board.

NOTICE OF BOARD MEETINGS

ELECTRONIC PARTICIPATION IN MEETINGS

QUORUM AT BOARD MEETINGS

BOARD TO CONTINUE IN THE EVENT OF VACANCY

CHAIR AND SECRETARY OF BOARD MEETINGS

At each meeting of the Board, the Chair of the Board (who is chosen by a majority of the Directors) shall preside, or, in the absence of the Chair of the Board, a majority of the Directors present at such meeting shall choose a Director present who shall preside.

At each meeting of the Board, the Secretary or Assistant Secretary of the Company or, in the absence of the Secretary or Assistant Secretary or unwillingness to act as secretary, a person appointed by the chair of the meeting shall act as secretary.

WRITTEN RESOLUTIONS

VALIDITY OF PRIOR ACTS OF THE BOARD

MINUTES

of all elections and appointments of Officers;

of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

of all resolutions and proceedings of general meetings of the Members, Board meetings, and meetings of committees appointed by the Board.

PLACE WHERE CORPORATE RECORDS KEPT

FORM AND USE OF SEAL

The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.

A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.

A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

RECORDS OF ACCOUNT

The Board shall cause to be kept proper records of account with respect to all transactions of the Company and, in particular, with respect to:

all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

all sales and purchases of goods by the Company; and

all assets and liabilities of the Company.

Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

Such records of account shall be retained for a minimum period of five years from the date on which they are prepared.

FINANCIAL YEAR END

ANNUAL AUDIT

APPOINTMENT OF AUDITOR

Subject to the Act, the Members shall appoint an Auditor to the Company to hold office for such term as the Members deem fit or until a successor is appointed.

The Auditor may be a Member, but no Director, Officer or employee of the Company shall, during their continuance in office, be eligible to act as an Auditor of the Company.

REMUNERATION OF AUDITOR

The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine.

The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board.

DUTIES OF AUDITOR

The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.

The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

ACCESS TO RECORDS

FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT

Subject to the following Bye-law, the financial statements and/or the Auditor’s report as required by the Act shall:

be laid before the Members at the annual general meeting; or

be received, accepted, adopted or approved by the Members by written resolution passed in accordance with these Bye-laws.

If all Members and Directors shall agree, either in writing or at a meeting, that in respect of a particular interval no financial statements and/or Auditor’s report thereon need be made available to the Members, and/or that no Auditor shall be appointed then there shall be no obligation on the Company to do so.

VACANCY IN THE OFFICE OF AUDITOR

WINDING-UP

CHANGES TO BYE-LAWS

DISCONTINUANCE