**Exhibit 3.25**

 

**THERMADYNEAUSTRALIA PTYLTD**

 

**MEMORANDUMAND ARTICLESOF ASSOCIATION**

 

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**TABLE OFCONTENTS**

 

**MEMORANDUMOF ASSOCIATION**

 
| **Name**                                                | ** ** |
|---------------------------------------------------------|------------|
| **Capital**                                             | ** ** |
| **Share Classes**                                       | ** ** |
| **Limitation of Liability**                             | ** ** |
| **Proprietary Company Restrictions and  Prohibitions**  | ** ** |
| **Subscribers**                                         | ** ** |
| **Signing and Subscription**                            | ** ** |
| **Table A Excluded**                                    | ** ** |
| **Interpretation**                                      | ** ** |
| **Share Capital and Variation of Rights**               | ** ** |
| **Member Payments**                                     | ** ** |
| **Lien**                                                | ** ** |
| **Calls on Shares**                                     | ** ** |
| **Transfer of Shares**                                  | ** ** |
| **Transmission of Shares**                              | ** ** |
| **Forfeiture of Shares**                                | ** ** |
| **Conversion of Shares into Stock**                     | ** ** |
| **Alteration of Capital**                               | ** ** |
| **Buy-back of Shares**                                  | ** ** |
| **General Meetings**                                    | ** ** |
| **Proceedings at General Meetings**                     | ** ** |
| **Resolutions at General Meetings**                     | ** ** |
| **Appointment, Removal and Remuneration of  Directors** | ** ** |
| **Security for Directors**                              | ** ** |
| **Powers and Duties of Directors**                      | ** ** |
| **Proceedings of Directors**                            | ** ** |
| **Managing Director**                                   | ** ** |
| **Associate Directors**                                 | ** ** |
| **Secretary**                                           | ** ** |
| **Seal**                                                | ** ** |
| **Inspection of Records**                               | ** ** |
| **Dividends and Reserves**                              | ** ** |
| **Capitalisation of Profits**                           | ** ** |
| **Notices**                                             | ** ** |
| **Winding Up**                                          | ** ** |
| **Indemnity and Insurance of Officers**                 | ** ** |
| **Signing**                                             | ** ** |

 

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***CorporationsLaw***

 

***CompanyLimited by Shares***

 

**MEMORANDUM OFASSOCIATION**

 

**OF**

 

**THERMADYNEAUSTRALIA PTY LTD**

 

**Name**

 

1.                                       Thename of the company is “THERMADYNE AUSTRALIA PTY LTD”.

 

**Capital**

 

2.                                       Theamount of the share capital of the Company is $10,000,000 divided into10,000,000 shares of $1 each.

 

3.                                       TheCompany has the power to increase or reduce the share capital share capital.

 

**ShareClasses**

 

4.                                       Theshare capital, whether original or increased, may be divided into more than 1class.

 

5.                                       Preferential,deferred, qualified or special rights, privileges or conditions may be attachedto any class of shares.

 

**Limitationof Liability**

 

6.                                       Theliability of the members of the Company is limited.

 

**ProprietaryCompany Restrictions and Prohibitions**

 

7.                                       TheCompany by this Memorandum:

 

(a)                                  restrictsthe right to transfer its shares;

 

(b)                                 limitsto not more than 50 the number of its members counting joint holders of sharesas 1 person and not counting a person who:

 

(i)                                     isemployed by the Company or any of its subsidiaries; or

 

(ii)                                  was,while so employed, and thereafter has continued to be, a member of the Company

 

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(c)                                  prohibitsany:

 

(i)                                     invitationto the public to subscribe; and

 

(ii)                                  offerto the public to accept subscriptions; for any shares in or debentures of theCompany; and

 

(d)                                 prohibitsany:

 

(i)                                     invitationto the public to deposit money; and

 

(ii)                                  offerto the public to accept deposits at money;

 

with the Companyfor fixed periods or payable at call whether bearing or not bearing interest.

 

**Subscribers**

 

8.                                       Thefull names, addresses and occupations of the subscribers to this Memorandum ofAssociation and the number of shares they respectively agree to take are asfollows:

 
| **Name, Address and Occupation** | ** ** | **Number of Shares**       |
|----------------------------------|------------|----------------------------|
|                             |       |                       |
| GREGORY LEIGHTON MANN            |       | 1 Subscribers’  Share |
| 28 Elizabeth Street,  Rosalie    |       |                       |
| Solicitor                        |       |                       |
|                             |       |                       |
| JOHN DAVID BIDDLE                |       | 1 Subscribers’  Share |
| 36 Terrace Street  Toowong       |       |                       |
| Solicitor                        |       |                       |

 

**Signingand Subscription**

 

9.                                       Bysigning this Memorandum of Association, the subscribers, whose signaturesappear below, wish to form a company.

 

10.                                 Eachsubscriber agrees to take the number of shares in the capital of the Companyset out oppose that subscriber’s name in clause 8.

 
| **Signature of Subscribers** | ** ** | **Number of Shares Taken  by Each Subscriber** |
|------------------------------|------------|------------------------------------------------|
|                         |       |                                           |
| \s\ Gregory Leighton  Mann   |       |                                           | 1 |
| \s\ John David Biddle        |       |                                           |   |
|                         |       | 1                                              |
|                         |       |                                           |
| Total Shares  Taken:         |       | 2                                              |
|                              |            |                                                |  |  |

 

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| DATED 17  November 1995.                      |   |   |
|----------------------------------------------------|--------|--------|
|                                               |   |   |
| WITNESS to all the  above signatures:              |   |   |
| \s\ Gayle Marree Mason                             |   |   |   |
| GAYLE MARREE MASON                                 |   |   |
| 9 Stoneleigh Street Red  Hill Qld 4059. Paralegal. |   |   |
|                                                    |        |        |  |

 

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***CorporationsLaw***

 

***CompanyLimited by Shares***

 

**ARTICLES OFASSOCIATION**

 

**OF**

 

**THERMADYNEAUSTRALIA PTY LTD**

 

**TableA Excluded**

 

# 1.                                       Theregulations contained in Table A in Schedule 1 to the Corporations Lawshall not apply to the Company.

 

**Interpretation**

 

# 2.                                       (1)                                  Inthese regulations:

#  

“**Law**” means theCorporations Law;

 

“**seal**” means thecommon seal of the Company and includes any official seal of the Company;

 

“**secretary**”means any person appointed to perform the duties of a secretary of the Company.

 

## (2)                                  Division10 of Part 1.2 of the Corporations Law applies in relation to theseregulations as if they were an instrument made under that Law as in force onthe day when these regulations become binding on the Company.

 

## (3)                                  Exceptso far as the contrary intention appears in these regulations, an expressionhas, in a provision of these regulations that deals with a matter dealt with bya particular provision of the Law, the same meaning as in that provision of theLaw.

 

**ShareCapital and Variation of Rights**

 

# 3.                                       Theshare capital of the Company shall be divided into 9,999,998 ordinary shares of$1 each and 2 subscribers’ shares of $1 each.

 

# 4.                                       Theshares of the Company for the time being unissued (whether forming part of theoriginal capital or of any increase in capital) shall be under the control ofthe directors who may allot or otherwise dispose of the same to such persons onsuch terms and conditions and at such times as the directors think fit and withfull power to give any 

 

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# person the call on any shares either at par or at a premium during suchtime and for such consideration as the directors think fit.

#  

# 5.                                       Subjectto the Law, any preference shares may, with the sanction of a resolution beissued on the terms that they are, or at the option of the Company are liable,to be redeemed.

#  

# 6.                                      (1)                                   Thesubscribers’ shares shall be redeemable preference shares which shall be issuedon the following terms and conditions:

#  

### (a)                                  subscribers’shares shall only be issued upon incorporation of the Company and shall only beissued to the subscribers to the Memorandum of Association and

###  

### (b)                                 thesubscribers’ shares are redeemable without any notice in the manner provided bythe Law and upon redemption the Company shall cease to be authorized to issueshares of that class.

###  

## (2)                                  Uponthe redemption of the subscribers’ shares, the authorised number of ordinaryshares shaft increase by such number of ordinary shares as is equal to thenumber of subscribers shares redeemed.

##  

# 7.            (1)                                    Ifat any time the share capital is divided into different classes of shares therights attached to any class (unless otherwise provided by the terms of issueof the shares of that class) may, whether or not the Company is being wound up,be varied with the consent in writing of the holders of three-quarters at theissued shares of that class, or with the sanction of a special resolutionpassed at a separate meeting of the holders of the shares of the class.

#  

## (2)                                  Theprovisions of these regulations relating to general meetings apply so far asthey are capable of application and *mutatis mutandis*to every such separate meeting except that:

##  

### (a)                                  aquorum is constituted by 2 persons who, between them, hold or represent byproxy one-third of the issued shares of the class; and

###  

### (b)                                 anyholder of shares of the class, present in person or by proxy, may demand apoll.

###  

## (3)                                  Therights conferred upon the holders of the shares of any class issued withpreferred or other rights shall, unless otherwise expressly provided by theterms of issue of the shares of that class, be deemed to be varied by thecreation or issue of further shares ranking equally with the first-mentionedshares.

##  

# 8.                                      (1)                                   TheCompany may exercise the power to make payments by way of brokerage or commissionconferred by the Law in the manner provided by the Law.

 

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## (2)                                  Paymentsby way of brokerage or commission may be satisfied by the payment of cash, bythe allotment of fully or partly paid shares or partly by the payment of cashand partly by the allotment of fully or partly paid shares.

##  

# 9.                                      (1)                                   Exceptas required by law, the Company shall not recognise a person as holding a shareupon any trust.

#  

## (2)                                  TheCompany is not bound by or compelled in any way to recognise (whether or not ithas notice of the interest or rights concerned) any equitable contingent,future or partial interest in any share or unit of a share or (except asotherwise provided by these regulations or by law) any other right in respectof a share except an absolute right of ownership in the registered holder.

##  

# 10.                                (1)                                   Itshall be a condition of the acceptance of the issue of any share in the capitalof the Company that the Company shall be under no obligation to complete andhave ready for delivery any certificate or certificates relating to that shareor shares unless the person who is registered as the holder of such share orshares either as original subscriber transferee or otherwise howsoever makes awritten request to the Company for the completion and delivery of thecertificate therefor in which case the Company shall complete and deliver tosuch registered holder the relevant certificate within 1 month of receipt bythe Company of the aforesaid request.

#  

## (2)                                  Inrespect of a share or shares held jointly by several persons the Company is notbound to issue more than 1 certificate.

##  

## (3)                                  Deliveryof a certificate for a share to one of several joint holders is sufficientdelivery to all such holders.

##  

**MemberPayments**

 

# 11.                                (1)                                   Everymember or his executors or administrators shall pay to the Company (togetherwith interest thereon at such rate not exceeding 10% per annum as the directorsthink fit from the date when paid until repayment) the amount of all paymentsmade or to be made and all debts and/or liabilities incurred or to be incurredby the Company under the laws of any place in which the Company carries onbusiness on his or their account or in respect of his shares in the Company orthe dividends thereon or upon or by reason of his death or for any other reasonand whether such payments and/or debts and/or liabilities shall be in respectof or relate to such member solely or jointly or in partnership with any otherperson and whether the period for the payment or discharge thereof shall haveactually arrived or not and whether such shares be registered in the principalor in any branch register of the Company and whether such member or hisexecutors or administrators is or are domiciled or resident in such place orelsewhere and until such payment the Company shall have a lien on the shares ofsuch member (and any dividends declared or to be declared thereon) in respectthereof enforceable by sale as hereinbefore provided.

 

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## (2)                                  Allamounts so paid or to be paid as aforesaid may be deducted by the Company fromany moneys payable by the Company to such member or his executors oradministrators in respect of such shares or be recoverable by the Company byaction or otherwise from the member, his executors or administrators.

##  

**Lien**

 

# 12.                                (1)                                   TheCompany has a first and paramount lien on every share (not being a fully paidshare) for all money (whether presently payable or not) called or payable at afixed time in respect of that share.

#  

## (2)                                  TheCompany also has a first and paramount lien on all shares registered in thename of a sole holder for all money presently payable by him or his estate tothe Company.

##  

## (3)                                  Thedirectors may at any time exempt a share wholly or in part from the provisionsof this regulation.

##  

## (4)                                  TheCompany’s lien (if any) on a share extends to all dividends payable in respectof the share.

##  

# 13.                                (1)                                   Subjectto subregulation (2), the Company may sell in such manner as the directorsthink fit, any shares on which the Company has a lien.

#  

## (2)                                  Ashare on which the Company has a lien shall not be sold unless:

##  

### (a)                                  asum in respect of which the lien exists is presently payable; and

###  

### (b)                                 theCompany has, not less than 14 days before the date of the sale, given to theregistered holder for the time being of the share or the person entitled to theshare by reason of the death or bankruptcy of the registered holder a notice inwriting setting out, and demanding payment of such part of the amount inrespect of which the lien exists as is presently payable.

###  

# 14.                                (1)                                   Forthe purpose of giving effect to a sale mentioned in regulation 13, thedirectors may authorise a person to transfer the shares sold to the purchaserof the shares.

#  

## (2)                                  TheCompany shall register the purchaser as the holder of the shares comprised inany such transfer and he is not bound to see to the application of the purchasemoney.

##  

## (3)                                  Thetitle of the purchaser to the shares is not affected by any irregularity orinvalidity in connection with the sale.

##  

# 15.                                 Theproceeds of a sale mentioned in regulation 13 shall be applied by the Companyin payment of such part of the amount in respect of which the lien exists as ispresently payable, and the residue (if any) shall (subject to any like lien forsums not presently 

 

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# payable that existed upon the shares beforethe sale) be paid to the person entitled to the shares at the date of the sale.

#  

**Callson Shares**

 

# 16.                                (1)                                   Thedirectors may make calls upon the members in respect of any money unpaid on theshares of the members (whether on account of the nominal value of the shares orby way of premium) and not by the terms of issue of those shares made payableat fixed times.

#  

## (2)                                  Eachmember shall, upon receiving at least 14 days’ notice specifying the time ortimes and place of payment, pay to the Company at the time or times and placeso specified the amount called on his shares.

##  

## (3)                                  Thedirectors may revoke or postpone a call.

##  

# 17.                                 Acall shall be deemed to have been made at the time when the resolution of thedirectors authorizing the call was passed and may be required to be paid byinstalments.

#  

# 18.                                 Thejoint holders of a share are jointly and severally liable to pay all calls inrespect of the share.

#  

# 19.                                 Ifa sum called in respect of a share is not paid before or on the day appointedfor payment of the sum, the person from whom the sum is due shall pay intereston the sum from the day appointed for payment at the sum to the time at actualpayment at such rate not exceeding 8% per annum as the directors determine, butthe directors may waive payment of that interest wholly or in part.

#  

# 20.                                 Anysum that, by the terms of issue of a share, becomes payable on allotment or ata fixed date, whether on account of the nominal value of the share or by way ofpremium, shall for the purposes of these regulations be deemed to be a callduly made and payable on the date on which by the terms of issue the sumbecomes payable, and, in case of non-payment, all the relevant provisions ofthese regulations as to payment of interest and expenses, forfeiture orotherwise apply as it the sum had become payable by virtue of a call duly madeand notified.

#  

# 21.                                 Thedirectors may, on the issue of shares, differentiate between the holders as tothe amount of calls to be paid and the times of payment.

#  

# 22.                                (1)                                   Thedirectors may accept from a member the whole or a part of the amount unpaid ona share although no part of that amount has been called up.

#  

## (2)                                  Thedirectors may authorise payment by the Company of interest upon the whole orany part of an amount so accepted, until the amount becomes payable at suchrate, not exceeding the prescribed rate as is agreed upon between the directorsand the member paying the sum.

##  

## (3)                                  Forthe purposes of subregulation (2), the prescribed rate of interest is:

 

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### (a)                                  ifthe Company has, by resolution, fixed a rate — the rate so fixed; and

###  

### (b)                                 inany other case - 8% per annum.

 

**Transferof Shares**

 

# 23.                                (1)                                   Subjectto these regulations, a member may transfer all or any of his shares byinstrument in writing in any usual or common form or in any other form that thedirectors approve.

#  

## (2)                                  Aninstrument of transfer referred. to in subregulation (1) shall be executedby or on behalf of both the transferor and the transferee.

##  

## (3)                                  Atransferor of shares remains the holder of the shares transferred until thetransfer is registered and the name of the transferee is entered in theregister of members in respect of the shares.

##  

# 24.                                (1)                                   Theinstrument of transfer must be left for registration at the registered officeof the Company together with such fee (if any) not exceeding $1 as thedirectors require accompanied by the certificate of the shares to which itrelates (if any) and such other information as the directors properly requireto show the right of the transferor to make the transfer and thereupon theCompany shall subject to the powers vested in the directors by theseregulations register the transferee as a shareholder.

#  

## (2)                                  Thedirectors may at any time in their absolute discretion dispense with theproduction of the certificate of the shares.

##  

# 25.                                (1)                                   Thedirectors may in their absolute and uncontrolled discretion refuse to registerany transfer of shares without assigning any reason for such refusal.

#  

## (2)                                  Noshare shall be transferred to a person who is not a member so long as anymember or any person selected by the directors as one whom it is desirable inthe interests of the Company to admit to membership is willing to purchase thesame.

##  

## (3)                                  Inorder to ascertain whether any member or person selected as aforesaid iswilling to purchase a share the proposing transferor shall give notice inwriting (“transfer notice”) to the Company that he desires to transfer the samewhich notice shall constitute the Company the agent for sale of the proposingtransferor in respect of the shares mentioned therein. The transfer noticeshall state the price placed by the transferor upon the shares proposed to betransferred and may include several shares and in such case shall operate as ifit were a separate notice in respect of each. The transfer notice shall not berevocable except with the sanction of the directors.

##  

## (4)                                  Ifthe Company shall within the space of 1 month after being served with suchnotice find a member or person selected by the directors as one whom it isdesirable in the interests of the Company to admit to membership who is willing

 

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## to purchase theshare (“purchasing member”) and shall give notice thereof to the proposingtransferor he shall be bound upon payment of the price placed thereon by theproposing transferor to transfer the share or shares to the purchasing member.

##  

## (5)                                  Ifin any case the proposing transferor after having become bound as aforesaidmakes default in transferring the share the Company may receive the purchasemoney and shall thereupon cause the name of the purchasing member to be enteredin the register as the holder of the shares and shall hold the purchase moneyin trust for the proposing transferor. The receipt of the Company for the purchase money shall be a gooddischarge to the purchasing member and after his name has been entered in theregister in purported exercise of the aforesaid power the validity of theproceeding shall not be questioned by any person.

##  

## (6)                                  Ifthe Company shall not within the space of 1 month after being served with thetransfer notice find a member or person selected by the directors as one whomit is desirable in the interests of the Company to admit to membership who iswilling to purchase the share and give notice in manner aforesaid the proposingtransferor shall at any time within 3 calendar months afterwards be at libertysubject to subregulation (1) to sell and transfer the shares (or those notplaced) to any person at a price not less than the price placed on such sharesin the transfer notice.

##  

## (7)                                  Thedirectors may make and from time to time vary rules as to the mode inwhich any shares specified in the notice served on the Company pursuant tosubregulation (3) shall be offered to the members and as to their rightsin regard to the purchase thereof and in particular may give any member orclass of members a preferential right to purchase same.  Until otherwise determined such shares shallbe offered to all members as nearly as may be in proportion to the sharesalready held by them.

##  

# 26.                                 Theregistration of transfers may be suspended at such times and for such periodsas the directors from time to time determine not exceeding in whole 30 days inany year.

#  

**Transmissionof Shares**

 

# 27.                                 Inthe case of the death of a member, the survivor where the deceased was a jointholder and the legal personal representatives of the deceased where he was asole holder, shall be the only persons recognised by the Company as having anytitle to his interest in the shares but this regulation does not release theestate of a deceased pint holder from any liability in respect of a share thathad been jointly held by him with other persons.

#  

# 28.                                (1)                                   Subjectto the *Bankruptcy Act* 1966, a person becomingentitled to a share in consequence of the death or bankruptcy of a member may,upon such information being produced as is property required by the directors,elect either to be registered himself as holder of the share or to have sameother person nominated by him registered as the transferee of the share.

 

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## (2)                                  Ifthe person becoming entitled elects to be registered himself, he shall deliveror send to the Company a notice in writing signed by him stating that he soelects.

##  

## (3)                                  Ifhe elects to have another person registered, he shall execute a transfer of theshare to that other person.

##  

## (4)                                  Allthe limitations, restrictions and provisions of these regulations relating tothe right to transfer, and the registration of transfer of, shares areapplicable to any such notice or transfer as if the death or bankruptcy of themember had not occurred and the notice or transfer were a transfer signed bythat member.

##  

# 29.                                (1)                                   Wherethe registered holder of a share dies or becomes bankrupt, his personalrepresentative or the trustee of his estate, as the case may be, is, upon theproduction of such information as is properly required by the directors,entitled to the same dividends and other advantages and to the same rights(whether in relation to meetings of the Company or to voting or otherwise), asthe registered holder would have been entitled to if he had not died or becomebankrupt.

#  

## (2)                                  Where2 or more persons are jointly entitled to any share in consequence of the deathof the registered holder, they shall, for the purpose of these regulations, bedeemed to be joint holders of the share.

##  

**Forfeitureof Shares**

 

# 30.                                (1)                                   Ifa member fails to pay a call or installment of a call on the day appointed forpayment of the call or installment or fails to pay any money payable pursuantto regulation 11 the directors may at any time thereafter during such time asany part of the call or installment or other money aforesaid remains unpaidserve a notice on him requiring payment of so much of the call or installmentor other money aforesaid as is unpaid together with any interest that hasaccrued.

#  

## (2)                                  Thenotice shall name a further day (not earlier than the expiration of 14 daysfrom the date of service of the notice) on or before which the payment requiredby the notice is to be made and shall state that, in the event of non-paymentat or before the time appointed, the shares in respect of which the call wasmade will be liable to be forfeited.

##  

# 31.                                (1)                                   Ifthe requirements of a notice served under regulation 30 are not complied with,any share in respect of which the notice has been given may at any timethereafter before the payment required by the notice has been made, beforfeited by a resolution of the directors to that effect.

#  

## (2)                                  Sucha forfeiture shall include all dividends declared in respect of the forfeitedshares and not actually paid before the forfeiture.

##  

# 32.                                 Aforfeited share may be sold or otherwise disposed of on such terms and in suchmanner as the directors think fit, and, at any time before a sale ordisposition, the forfeiture may be cancelled on such terms as the directorsthink fit.

 

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# 33.                                 Aperson whose shares have been forfeited ceases to be a member in respect of theforfeited shares, but remains liable to pay to the Company all money that, atthe date of forfeiture was payable by him to the Company in respect of theshares (including interest at the rate of 8% per annum from the date offorfeiture on the money for the time being unpaid if the directors think fit toenforce payment of the interest), but his liability ceases if and when theCompany receives payment in full of all the money (including interest) sopayable in respect of the shares.

#  

# 34.                                 Astatement in writing declaring that the person making the statement is adirector or a secretary of the Company, and that a share in the Company hasbeen duly forfeited on a date stated in the statement, is *prima facie*evidence of the facts stated in the statement as against all persons claimingto be entitled to the share.

#  

# 35.                                (1)                                   TheCompany may receive the consideration (if any) given for a forfeited share onany sale or disposition of the share and may execute a transfer of the share infavour of the person to whom the share is sold or disposed of.

#  

## (2)                                  Uponthe execution of the transfer, the transferee shall be registered as the holderof the share and is not bound to see to the application of any money paid asconsideration.

##  

## (3)                                  Thetitle of the transferee to the share is not affected by any irregularity orinvalidity in connection with the forfeiture, sale or disposal of the share.

##  

# 36.                                 Theprovisions of these regulations as to forfeiture apply in the case ofnon-payment of any sum that, by the terms of issue of a share, becomes payableat a fixed time, whether on account of the nominal value of the share or by wayof premium, as if that sum had been payable by virtue of a call duly made andnotified.

#  

**Conversionof Shares into Stock**

 

# 37.                                 TheCompany may, by resolution convert all or any of its paid up shares into stockand reconvert any stock into paid up shares of any nominal value.

#  

# 38.                                (1)                                   Subjectto subregulation (2), where shares have been converted into stock theprovisions of these regulations relating to the transfer of shares apply, sofar as they are capable of application, to the transfer of the stock or of anypart of the stock.

#  

## (2)                                  Thedirectors may fix the minimum amount of stock transferable and restrict orforbid the transfer of fractions of that minimum, but the minimum shall notexceed the aggregate of the nominal values of the shares from which the stockarose.

##  

# 39.                                (1)                                   Theholders of stock have, according to the amount of the stock held by them, thesame rights, privileges and advantages as regards dividends, voting at meetingsof the Company and other matters as they would have if they held the sharesfrom which the stock arose.

 

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## (2)                                  Nosuch privilege or advantage (except participation in the dividends and profitsof the Company and in the property of the Company on winding up) shall beconferred by any amount of stock that would not, if existing in shares, have conferredthat privilege or advantage.

##  

# 40.                                 Theprovisions of these regulations that are applicable to paid up shares apply tostock and references in those provisions to share and shareholder shall be readas including references to stock and stockholder, respectively.

#  

**Alterationof Capital**

 

# 41.                                 TheCompany may by resolution:

#  

### (a)                                  increaseits authorised share capital by the creation of new shares of such amount as isspecified in the resolution;

###  

### (b)                                 consolidateand divide all or any of its authorized share capital into shares of largeramount than its existing shares;

###  

### (c)                                  subdivideall or any of its shares into shares of smaller amount than is fixed by theMemorandum but so that in the subdivision the proportion between the amountpaid and the amount (if any) unpaid on each such share of a smaller amount isthe same as it was in the case of the share from which the share of a smalleramount is derived; and

###  

### (d)                                 cancelshares that, at the date of the passing of the resolution, have not been takenor agreed to be taken by any person or have been forfeited and reduce itsauthorised share capital by the amount of the shares so cancelled.

###  

# 42.                                 Subjectto the Law, the Company may, by special resolution, reduce its share capital,any capital redemption reserve fund or any share premium account.

#  

**Buy-backof Shares**

 

# 43.                                (1)                                   Notwithstandingthe provisions of these regulations, the Company may buy shares of any class initself provided that such purchases are in accordance with the Law. Any sharesso purchased shall be dealt with as provided in the Law.

#  

## (2)                                  Thisregulation ceases to have effect 3 years from the date of incorporation of theCompany or from the last date of renewal of this regulation.

##  

**GeneralMeetings**

 

# 44.                                 Anydirector may whenever he thinks fit convene a general meeting.

 

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# 45.                                (1)                                   Anotice of a general meeting shall specify the plan, the day and the hour ofmeeting and, except as provided by subregulation (2), shall state the generalnature of the business to be transacted at the meeting.

#  

## (2)                                  Itis not necessary for a notice of an annual general meeting to state that thebusiness to be transacted at the meeting includes the declaring of a dividend,the consideration of accounts and the reports of the directors and auditors,the election of directors in the place of those retiring at the appointment andfixing of the remuneration of the authors.

##  

**Proceedingsat General Meetings**

 

# 46.                                (1)                                   Nobusiness shall be transacted at any general meeting unless a quorum of membersis present at the time when the meeting proceeds to business.

#  

## (2)                                  2members present shall constitute a quorum provided that so long as anothercompany holds the whole of the issued shares, 1 member shall constitute aquorum.

##  

## (3)                                  Forthe purpose of determining whether a quorum is present, a person attending as aproxy, or as representing a body corporate that is a member, shall be deemed tobe a member.

##  

# 47.                                 Ifa quorum is not present within half an hour from the time appointed for themeeting:

#  

### (a)                                  wherethe meeting was convened upon the requisition of members the meeting shall bedissolved; or

###  

### (b)                                 inany other case:

###  

#### (i)                                     themeeting stands adjourned to such day, and at such time and place, as thedirectors determine or, if no determination is made by the directors, to thesame day in the next week at the same time and place; and

####  

#### (ii)                                  ifat the adjourned meeting a quorum is not present within half an hour from thetime appointed for the meeting:

####  

##### (A)                              2members constitute a quorum; or

#####  

##### (B)                                where2 members are not present - the meeting shall be dissolved.

#####  

# 48.                                (1)                                   Ifthe directors have elected one of their number as chairman of their meetings,he shall preside as chairman at every general meeting.

#  

## (2)                                  Wherea general meeting is held and:

 

11

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### (a)                                  achairmen has not been elected as provided by subregulation (1 ); or

###  

### (b)                                 thechairman is not present within 15 minutes after the time appointed for theholding of the meeting or is unwilling to act;

###  

the members present shaftelect one of their number to be chairman of the meeting.

 

# 49.                                (1)                                   Thechairman may with the consent of any meeting at which a quorum is present, andshall if so directed by the meeting, adjourn the meeting from time to time andfrom place to place, but no business shall be transacted at any adjournedmeeting other than the business left unfinished at the meeting from which theadjournment took place.

#  

## (2)                                  Whena meeting is adjourned for 30 days or more, notice of the adjourned meetingshall be given as in the case of an original meeting.

##  

## (3)                                  Exceptas provided by subregulation (2), it is not necessary to give any notice of anadjournment or of the business to be transacted at an adjourned meeting.

##  

# 50.                                (1)                                   Atany general meeting a resolution put to the vote of the meeting shall bedecided on a show of hands unless a poll is (before or on the declaration ofthe result of the show of hands) demanded:

#  

### (a)                                  bythe chairman;

###  

### (b)                                 byat least 3 members present in person or by proxy;

###  

### (c)                                  bya member or members present in person or by proxy and representing not lessthan one-tenth of the total voting rights of all the members having the rightto vote at the meeting; or

###  

### (d)                                 bya member or members holding shares in the Company conferring a right to vote atthe meeting being shares on which an aggregate sum has been paid up equal tonot less than one-tenth of the total sum paid up on all the shares conferringthat right.

###  

## (2)                                  Unlessa poll is so demanded, a declaration by the chairman that a resolution has on ashow of hands been carried or carried unanimously, or by a particular majorityor lost, and an entry to that effect in the book containing the minutes of theproceedings at the Company, is conclusive evidence of the fact without proof ofthe number or proportion of the votes recorded in favour of or against theresolution.

##  

## (3)                                  Thedemand for a poll may be withdrawn.

##  

# 51.                                 (1)                                  Ifa poll is duly demanded, if shall be taken in such manner and [subject tosubregulation (2)] either at once or after an interval or adjournment orotherwise as the 

 

12

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# chairman directs and the resultof the poll shall be the resolution of the meeting at which the poll wasdemanded.

#  

## (2)                                  Apoll demanded on the election of a chairman or on a question of adjournmentshall be taken forthwith.

##  

# 52.                                 Inthe case of an equality of votes whether on a show of hands or on a poll, thechairman of the meeting at which the show of hands takes place or at which thepoll is demanded in addition to his deliberative vote (if any), has a castingvote.

#  

# 53.                                 Subjectto any rights or restrictions for the time being attached to any class orclasses of shares:

#  

### (a)                                  atmeetings of members or classes of members each member entitled to vote may votein person or by proxy or attorney; and

###  

### (b)                                 ona show of hands every person present who is a member or a representative of amember has 1 vote, and on a poll every person present in person or by proxy orattorney has 1 vote for each share he holds.

###  

# 54.                                 Inthe case of joint holders the vote at the senior who tenders a vote, whether inperson or by proxy or by attorney, shall be accepted to the exclusion of thevotes of the other joint holders and, for this purpose, seniority shall bedetermined by the order in which the names stand in the register of members.

#  

# 55.                                 Ifa member is of unsound mind or is a person whose person or estate is liable tobe dealt with in any way under the law relating to mental health, his committeeor trustee or such other person as properly has the management of his estatemay exercise any rights of the member in relation to a general meeting as ifthe committee, trustee or other person were the member.

#  

# 56.                                 Amember is not entitled to vote at a general meeting unless all calls and othersums presently payable by him in respect of shares in the Company have beenpaid.

#  

# 57.                                (1)                                   Anobjection may be raised to the qualification of a voter only at the meeting oradjourned meeting at which the vote objected to is given or tendered.

#  

## (2)                                  Anysuch objection shall be referred to the chairman of the meeting, whose decisionis final.

##  

## (3)                                  Avote not disallowed pursuant to such an objection is valid for all purposes.

##  

# 58.                                (1)                                   Aninstrument appointing a proxy shall be in writing under the hand of theappointor or of his attorney duly authorised in writing or, if the appointor isa body corporate, either under seal or under the hand of an officer or attorneyduly authorised.

 

13

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## (2)                                  Aninstrument appointing a proxy may specify the manner in which the proxy is tovote in respect of a particular resolution and, where an instrument of proxy soprovides, the proxy is not entitled to vote on the resolution except asspecified in the instrument.

##  

## (3)                                  Aninstrument appointing a proxy shall be deemed to confer authority to demand orjoin in demanding a poll.

##  

## (4)                                  Aninstrument appointing a proxy shall be in the following form or in a form thatis as similar to the following form as the circumstances allow:

 

THERMADYNE AUSTRALIA PTY LTD

 

I/We,                          of,                            ,being a member/members of the abovenamed company, hereby appoint                                of                                or, in his absence,                                of                                asmy/our proxy to vote for me/us on my/our behalf at the *annual general/*generalmeeting of the company to be held on                          19       and at any adjournment of that meeting.

 

†This form is to be used*in favour of/*against the resolution.

 

Signed on                          19       .

 

----

*Strike out whichever isnot desired.†To be inserted if desired.

#  

# 59.                                 Aninstrument appointing a proxy shall not be treated as valid unless theinstrument, and the power of attorney or other authority (if any) under whichthe instrument is signed or a notarially certified copy of that power orauthority is or are deposited, not less than 48 hours before the time forholding the meeting or adjourned meeting at which the person named in theinstrument proposes to vote, or, in the case of a poll not less than 24 hoursbefore the time appointed for the taking of the poll, at the registered officeof the Company or at such other place in Australia as is specified for thatpurpose in the notice convening the meeting.

#  

# 60.                                 Avote given in accordance with the terms of an instrument of proxy or of a powerof attorney is valid notwithstanding the previous death or unsoundness of mindof the principal, the revocation of the instrument (or of the authority underwhich the instrument was executed) or of the power, or the transfer of theshare in respect of which the instrument or power is given if no intimation inwriting of the death, unsoundness of mind, revocation or transfer has beenreceived by the Company at the registered office before the commencement of themeeting or adjourned meeting at which the instrument is used or the power isexercised.

 

14

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**Resolutionsat General Meetings**

 

# 61.                                 Aresolution signed by all the members for the time being entitled to vote at ageneral meeting shall be valid and effectual as if it had been passed at a dulycalled and constituted general meeting of the Company. Shareholders for thetime being so entitled can sign separate copies of the resolution circulatedfor the purpose.

#  

**Appointment,Removal and Remuneration of Directors**

 

# 62.                                (1)                                   Thenumber of the directors and the names of the first directors shall bedetermined in writing by the subscribers to the Memorandum of Association or amajority of them.

#  

## (2)                                  Subjectto subregulation (3) the Company in general meeting may from time to timeappoint or remove directors increase or reduce their number and determine inwhat rotation or events they shall go out of office.

##  

## (3)                                  Theholders for the time being of a majority of the issued shares in the capital ofthe Company which confer on them the right of voting at all general meetings ofthe Company may at any time remove any director from office and may appoint anyperson to be a director either in place of a director so removed or to fill acasual vacancy otherwise occurring or as an addition to the board of directors(but so that the total number of directors does not at any time exceed thenumber determined in accordance with these regulations) Any appointment orremoval under this subregulation may be made at any time and must be in writingunder the hands of the holders of the majority of such issued shares or anattorney for or officer of each such holder duly authorised in that behalf. Anysuch appointment or removal will take effect immediately on delivery of theinstrument of the appointment or removal to the registered office of theCompany.

##  

# 63.                                 Thedirectors may at any time appoint any person to be a director, either to fill acasual vacancy or as an addition to the existing directors, but so that thetotal number of directors does not at any time exceed the number determined inaccordance with these regulations.

#  

# 64.                                 Wherea director who has been appointed for a fixed period is removed undersubregulations 62(2) or 62(3), any director appointed in place of thedirector so removed is subject to retirement at the same time as if he hadbecome a director on the day on which the director in whose place he isappointed was last elected a director.

#  

# 65.                                 (1)                                  Thedirectors shall be paid such remuneration as is from time to time determined bythe Company in general meeting.

#  

## (2)                                  Thatremuneration shall be deemed to accrue from day to day.

##  

## (3)                                  Thedirectors may also be paid all travelling and other expenses properly incurredby them in attending and returning from meetings of the directors or any 

 

15

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## committee of thedirectors or general meetings of the Company or otherwise in connection withthe business of the Company.

##  

## (4)                                  Forthe purposes of this regulation, “remuneration” does not include any financialbenefit given by the Company by way of indemnifying a director against aliability incurred by the director as an officer of the Company or a premiumpaid by the Company in respect or a contract insuring the director as anofficer of the Company.

##  

# 66.                                 Nodirector shall be required to hold any shares to qualify him for office.

#  

# 67.                                 Inaddition to the circumstances in which the office of a director becomes vacantby virtue of the Law the office of a director becomes vacant if the director:

#  

### (a)                                  becomesof unsound mind or a person whose person or estate is liable to be dealt within any way under the law relating to mental health; or

###  

### (b)                                 resignshis office by notice in writing to the Company.

###  

**Securityfor Directors**

 

# 68.                                 Ifthe directors or any of them or any other person shall become or be about tobecome personally liable for the payment of any sum primarily due from theCompany, the directors may execute or cause to be executed any mortgage chargeor security over or affecting the whole or any part of the assets of theCompany by way of indemnity to secure the directors or persons so becomingliable as aforesaid from any loss in respect of such liability.

#  

**Powersand Duties of Directors**

 

# 69.                                (1)                                   Subjectto the Law and to any other provision of these regulations, the business of theCompany shall be managed by the directors who may pay all expenses incurred inpromoting and forming the Company, and may exercise all such powers of theCompany as are not, by the Law or by these regulations, required to beexercised by the Company in general meeting.

#  

## (2)                                  Withoutlimiting the generality of subregulation (1), the directors may exercise allthe powers of the Company to borrow money, to charge any property or businessof the Company or all or any of its uncalled capital and to issue debentures orgive any other security for a debt liability or obligation of the Company or ofany other person.

##  

# 70.                                (1)                                   Thedirectors may, by power of attorney, appoint any person or persons to be theattorney or attorneys of the Company for such purposes with such powersauthorities and discretions (being powers authorities and discretions vested inor exercisable by the directors) for such period and subject to such conditionsas they think fit.

 

16

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## (2)                                  Anysuch power of attorney may contain such provisions for the protection andconvenience of persons dealing with the attorney as the directors think fit andmay also authorise the attorney to delegate all or any of the powers,authorities and discretions vested in him.

##  

# 71.                                 Allcheques, promissory notes, bankers drafts, bills of exchange and othernegotiable instruments and all receipts for money paid to the Company shall besigned, drawn, accepted, endorsed, or otherwise executed, as the case may be,by any 2 directors or in such other manner as the directors determine.

#  

**Proceedingsof Directors**

 

# 72.                                (1)                                   Thedirectors may meet together for the despatch of business and adjourn andotherwise regulate their meetings as they think fit.

#  

## (2)                                  Adirector may at any time, and a secretary shall on the requisition of adirector, convene a meeting of the directors.

##  

## (3)                                  Forthe purposes of these regulations the contemporaneous linking together in oralcommunication by telephone or other electronic means (“telecommunicationmeeting”) of a number of the directors not less than a quorum shall be deemedto constitute a meeting of the directors. All the provisions in theseregulations relating to a meeting of the directors shall apply to atelecommunication meeting in so far as they are not inconsistent with theprovisions of this subregulation. The following provisions shall apply to atelecommunication meeting:

##  

### (a)                                  allthe directors for the time being entitled to receive notice of a meeting of thedirectors (including any alternate director) shall be:

###  

#### (i)                                     entitledto notice of a telecommunication meeting; and

####  

#### (ii)                                  linkedby telephone for the purpose of such telecommunication meeting;

####  

### (b)                                 noticeof a telecommunication meeting may be given on the telephone or other pertinentelectronic means;

###  

### (c)                                  eachof the directors taking part in a telecommunication meeting must be able tohear and be heard by each of the other directors taking part at thecommencement of that meeting and each director so taking part shall be deemedfor the purposes of these regulations to be present at that meeting; and

###  

### (d)                                 atthe commencement of a telecommunication meeting each director must announce hispresence to all the other directors taking part in that meeting.

###  

## (4)                                  Adirector shall be conclusively presumed to have been present and to have formedpart of a quorum at all times during a telecommunication meeting unless 

 

17

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## such director haspreviously obtained the express consent of the chairman to leave that meeting.

##  

## (5)                                  Aminute of the proceedings of a telecommunication meeting shall be sufficientevidence of such proceedings and of the observance of all necessary formalitiesif such minute is certified to be a correct minute by the chairman of thatmeeting.

##  

# 73.                                (1)                                   Subjectto these regulations, questions arising at a meeting of directors shall bedecided by a majority of votes of directors present and voting and any suchdecision shall for all purposes be deemed a decision of the directors.

#  

## (2)                                  Incase of an equality of votes, the chairman of the meeting, in addition to hisdeliberative vote (if any), has a casting vote.

##  

# 74.                                (1)                                   Adirector may hold any other office or place of profit under the Company or anysubsidiary of the Company (other than the office of auditor) in conjunctionwith the office of director and may enter into contracts or arrangements orhave dealings with the Company either as vendor purchaser mortgagee orotherwise or may contract for the call over shares of the Company or beinterested in any contract operation undertaking or business entered intoundertaken or assisted by the Company or in which the Company is or may beinterested and shall not be disqualified from office thereby nor shall he beliable to account to the Company for any profit arising out of any such officeor place of profit or any such contract arrangement dealing or othertransaction to which he is a party or in which he is interested by reason ofhis being at the same time a director of the Company or of the fiduciaryrelation thereby established nor shall he be disqualified from exercising thevoting powers of a director in respect of any such contract dealing or othertransaction.

#  

## (2)                                  Itshall be the duty of a director of the Company who is in any way whetherdirectly or indirectly interested in a contract or proposed contract with theCompany to declare the nature of his interest in accordance with the provisionsof the Law.

##  

## (3)                                  Adirector may vote in respect of any transaction contract arrangement or othermatter in which he is interested and he shall be counted in a quorumnotwithstanding his interest.

##  

## (4)                                  Adirector may sign or countersign as director any instrument to which the commonseal of the Company is affixed notwithstanding that the instrument relates to atransaction contract arrangement or other matter in which he is interested andhis signature shall be effective in regard to compliance with the requirementsof these regulations as to the affixing of the common seal notwithstanding hisinterest.

##  

## (5)                                  Adirector of the Company may be or become a director officer employee or memberof any company promoted by the Company or in which it may be interested as avendor shareholder or otherwise and no such director shall be 

 

18

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## accountable forany benefits received as a director officer employee or member of such company.

##  

# 75.                                (1)                                   Adirector may, with the approval of the other directors, appoint a person(whether a member of the Company or not) to be an alternate director in hisplace during such period as he thinks fit.

#  

## (2)                                  Analternate director is entitled to notice of meetings of the directors and, ifthe appointor is not present at such a meeting, is entitled to attend and votein his stead.

##  

## (3)                                  Analternate director may exercise any powers that the appointor may exercise andthe exercise of any such power by the alternate director shall be deemed to bethe exercise of the power by the appointor.

##  

## (4)                                  Analternate director is not required to have any share qualifications.

##  

## (5)                                  Theappointment of an alternate director may be terminated at any time by theappointor notwithstanding that the period of the appointment of the alternatedirector has not expired, and terminates in any event if the appointor vacatesoffice as a director.

##  

## (6)                                  Anappointment, or the termination of an appointment, of an alternate directorshall be effected by a notice in writing signed by the director who makes ormade the appointment and served on the Company.

##  

# 76.                                 Ata meeting of directors, the number of directors whose presence is necessary toconstitute a quorum is such number as is determined by the directors and,unless so determined, is 2.

#  

# 77.                                 Inthe event of a vacancy or vacancies in the office of a director or offices ofdirectors, the remaining directors may act but, if the number of remainingdirectors is not sufficient to constitute a quorum at a meeting of directors,they may act only for the purpose of increasing the number of directors to anumber sufficient to constitute such a quorum or of convening a general meetingof the Company.

#  

# 78.                                (1)                                   Thedirectors shall elect one of their number as chairman of their meetings and maydetermine the period for which he is to hold office.

#  

## (2)                                  Wheresuch a meeting is held and:

##  

### (a)                                  achairman has not been elected as provided by subregulation (1); or

###  

### (b)                                 thechairman is not present within 10 minutes after the time appointed for theholding of the meeting or is unwilling to act;

###  

the directors presentshall elect one of their number to be a chairman of the meeting.

 

19

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# 79.                                (1)                                   Thedirectors may delegate any of their powers to a committee or committeesconsisting of such of their number as they think fit.

#  

## (2)                                  Acommittee to which any powers have been so delegated shall exercise the powersdelegated in accordance with any directions of the directors and a power soexercised shall be deemed to have been exercised by the directors.

##  

## (3)                                  Themembers of such a committee may elect one of their number as chairman of theirmeetings.

##  

## (4)                                  Wheresuch a meeting is held and:

##  

### (a)                                  achairman has not been elected as provided by subregulation (3); or

###  

### (b)                                 thechairman is not present within 10 minutes after the time appointed for theholding of the meeting or is unwilling to act;

###  

the members present mayelect one of their number to be chairman of the meeting.

 

## (5)                                  Acommittee may meet and adjourn as it thinks proper.

##  

## (6)                                  Questionsarising at a meeting of a committee shall be determined by a majority of votesof the members present and voting.

##  

## (7)                                  Inthe case of an equality of votes, the chairman in addition to his deliberativevote (if any), has a casting vote.

##  

# 80.                                (1)                                   Ifall the directors have signed a document containing a statement that they arein favour of a resolution of the directors in terms set out in the document, aresolution in those terms shall be deemed to have been passed at a meeting ofthe directors held on the day on which the document was signed and at the timeat which the document was last signed by a director or it the directors signed thedocument on different days on the day on which, and at the time at which, thedocument was last signed by a director.

#  

## (2)                                  Forthe purposes of subregulation (1), 2 or more separate documents containingstatements in identical terms each of which is signed by one or more directorsshall together be deemed to constitute 1 document containing a statement inthose terms signed by those directors on the respective days on which theysigned the separate documents.

##  

## (3)                                  Areference in subregulation (1) to all the directors does not include areference to a director who at a meeting of directors, would not be entitled tovote on the resolution.

##  

# 81.                                 Allacts done by any meeting of the directors or of a committee of directors or byany person acting as a director are, notwithstanding that it is afterwardsdiscovered that there was some defect in the appointment of a person to be adirector or a member of the 

 

20

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# committee, or to act, as a director, or thata person so appointed was disqualified, as valid as if the person had been dulyappointed and was qualified to be a director or to be a member of thecommittee.

#  

**ManagingDirector**

 

# 82.                                (1)                                   Thedirectors may from time to time appoint one or more of their number to theoffice of managing director for such period and on such terms as they thinkfit, and subject to the terms of any agreement entered into in a particularcase, may revoke any such appointment.

#  

## (2)                                  Adirector so appointed shall not, while holding that office, be subject toretirement by rotation or be taken into account in determining the rotation ofretirement of directors but his appointment automatically terminates if heceases from any cause to be a director.

##  

# 83.                                 Amanaging director shall, subject to the terms of any agreement entered into ina particular case, receive such remuneration (whether by way of salary,commission or participation in profits, or party in one way and partly inanother) as the directors determine.

#  

# 84.                                (1)                                   Thedirectors may, upon such terms and conditions and with such restrictions asthey think fit, confer upon a managing director any of the powers exercisableby them.

#  

## (2)                                  Anypowers so conferred may be concurrent with, or be to the exclusion of, thepowers of the directors.

##  

## (3)                                  Thedirectors may at any time withdraw or vary any of the powers so conferred on amanaging director.

##  

**AssociateDirectors**

 

# 85.                                (1)                                   Thedirectors may from time to time appoint any person to be an associate directorand may from time to time terminate any such appointment.

#  

## (2)                                  Thedirectors may from time to time determine the powers, duties and remunerationof any person so appointed.

##  

## (3)                                  Aperson so appointed is not required to hold any shares to qualify him forappointment but, except by the invitation and with the consent of thedirectors, does not have any right to attend or vote at any meeting ofdirectors.

##  

**Secretary**

 

# 86.                                 Asecretary of the Company holds office on such terms and conditions, as toremuneration and otherwise, as the directors determine.

 

21

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**Seal**

 

# 87.                                (1)                                   Thedirectors shall provide for the safe custody of the seal.

#  

## (2)                                  Theseal of the Company may not be affixed to any instrument except by theauthority of a resolution of the board of directors or of a committee of thedirectors duly authorised by the directors. Every instrument to which the sealof the Company is affixed must be signed by at least 1 director and becountersigned by another director, a secretary or another person appointed bythe directors to countersign that document or a class of documents in whichthat document is included.

##  

**Inspectionof Records**

 

# 88.                                 Thedirectors shall determine whether and to what extent, and at what time andplaces and under what conditions, the accounting records and other documents ofthe Company or any of them will be open to the inspection of members other thandirectors, and a member other than a director does not have the right toinspect any document of the Company except as provided by law or authorised bythe directors or by the Company in general meeting.

#  

**Dividendsand Reserves**

 

# 89.                                (1)                                   TheCompany in general meeting may declare a dividend if, and only if the directorshave recommended a dividend.

#  

## (2)                                  Adividend shall not exceed the amount recommended by the directors.

##  

# 90.                                 Thedirectors may authorise the payment by the Company to the members of suchinterim dividends as appear to the directors to be justified by the profits ofthe Company.

#  

# 91.                                 Interestis not payable by the Company in respect of any dividend.

#  

# 92.                                (1)                                   Thedirectors may, before recommending any dividend, set aside out of the profitsof the Company such sums as they think proper as reserves, to be applied, atthe discretion of the directors, for any purpose for which the profits of theCompany may be properly applied.

#  

## (2)                                  Pendingany such application, the reserves may, at the discretion of the directors, beused in the business of the Company or be invested in such investments as thedirectors think fit.

##  

## (3)                                  Thedirectors may carry forward so much of the profits remaining as they considerought not to be distributed as dividends without transferring those profits toa reserve.

 

22

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# 93.                                (1)                                   Subjectto the rights of persons (if any) entitled to shares with special rights as todividend, all dividends shall be declared and paid according to the amountspaid or credited as paid on the shares in respect of which the dividend ispaid.

#  

## (2)                                  Alldividends shall be apportioned and paid proportionately to the amounts paid orcredited as paid on the shares during any portion or portions of the period inrespect of which the dividend is paid, but, if any share is issued on termsproviding that it will rank for dividend as from a particular date, that shareranks for dividend accordingly.

##  

## (3)                                  Anamount paid or credited as paid on a share in advance of a call shall not betaken for the purposes of this regulation to be paid or credited as paid on theshare.

##  

# 94.                                 Thedirectors may deduct from any dividend payable to a member all sums of money(if any) presently payable by him to the Company on account of calls orotherwise in relation to shares in the Company.

#  

# 95.                                (1)                                   Anygeneral meeting declaring a dividend may, by resolution, direct payment of thedividend wholly or partly by the distribution of specific assets, includingpaid up shares in or debentures of any other body corporate, and the directorsshall give effect to such a resolution.

#  

## (2)                                  Wherea difficulty arises in regard to such a distribution, the directors may settlethe matter as they consider expedient and fix the value for distribution of thespecific assets or any part of those assets and may determine that cashpayments will be made to any members on the basis of the value so fixed inorder to adjust the rights of all parties, and may vest any such specificassets in trustees as the directors consider expedient.

##  

# 96.                                (1)                                   Anydividend, interest or other money payable in cash in respect of shares may bepaid by cheque sent through the post directed to:

#  

### (a)                                  theaddress of the holder as shown in the register of members, or in the case ofjoint holders, to the address shown in the register of members as the addressof the joint holder just first named in that register; or

###  

### (b)                                 tosuch other address as the holder or joint holders in writing directs or direct.

###  

## (2)                                  Anyone of 2 or more joint holders may give effectual receipts for any dividends,interest or other money payable in respect of the shares held by them as jointholders.

##  

**Capitalisationof Profits**

 

# 97.                                (1)                                   Subjectto subregulation (2), the Company in general meeting may resolve that it isdesirable to capitalise any sum, being the whole or a part of the amount forthe 

 

23

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# time being standing to thecredit of any reserve account or the profit and loss account or otherwiseavailable for distribution to members and that that sum be applied, in any ofthe ways mentioned in subregulation (3), for the benefit of members in theproportions to which those members would have been entitled in a distributionof that sum by way of dividend.

#  

## (2)                                  TheCompany shall not pass a resolution as mentioned in subregulation (1) unlessthe resolution has been recommended by the directors.

##  

## (3)                                  Theways in which a sum may be applied for the benefit of mentors undersubregulation (1) are:

##  

### (a)                                  inpaying up any amounts unpaid on shares held by members;

###  

### (b)                                 inpaying up in full unissued shares or debentures to be issued to members asfully paid; or

###  

### (c)                                  partlyas mentioned in paragraph (a) and partly as mentioned in paragraph (b).

###  

## (4)                                  Thedirectors shall do all things necessary to give effect to the resolution and,in particular, to the extent necessary to adjust the rights of the membersamong themselves. may:

##  

### (a)                                  issuefractional certificates or make cash payments in cases where shares ordebentures become issuable in fractions; and

###  

### (b)                                 authoriseany person to make, on behalf of all the members entitled to any further sharesor debentures upon the capitalisation, an agreement with the Company providingfor the issue to them, credited as fully paid up, of any such further shares ordebentures or for the payment up by the Company on their behalf of the amountsor any part of the amounts remaining unpaid on their existing shares by theapplication of their respective proportions of the sum resolved to becapitalised;

###  

and any agreement madeunder an authority referred to in paragraph (b) is effective and bindingon all the members concerned.

 

**Notices**

 

# 98.                                (1)                                   Anotice may be given by the Company to any member either by serving it on himpersonally or by sending it by post to him at his address as shown in theregister of members or the address supplied by him to the Company for thegiving of notices to him.

#  

## (2)                                  Wherea notice is sent by post, service of the notice shall be deemed to be effectedby 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 dayafter the 

 

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## date of itsposting and, in any other case, at the time at which the letter would bedelivered in the ordinary course of post.

##  

## (3)                                  Anotice may be given by the company to the joint holders of a share by givingthe notice to the joint holder first named in the register of members inrespect of the share.

##  

## (4)                                  Anotice may be given by the Company to a person entitled to a share inconsequence of the death or bankruptcy of a member by serving it on him personallyor by sending it to him by post addressed to him by name or by the title ofrepresentative of the deceased or assignee of the bankrupt, or by any likedescription, at the address (if any) in Australia supplied for the purpose bythe person or if such an address has not been supplied, at the address to whichthe notice might have been sent if the death or bankruptcy had not occurred.

##  

# 99.                                (1)                                   Noticeof every general meeting shall be given in the manner authorized by regulation98 to:

#  

### (a)                                  everymember;

###  

### (b)                                 everyperson entitled to a share in consequence of the death or bankruptcy of amember who but for his death or bankruptcy, would be entitled to receive noticeof the meeting; and

###  

### (c)                                  theauditor for the time being of the Company.

###  

## (2)                                  Noother person is entitled to receive notices of general meetings.

##  

**WindingUp**

 

# 100.                          (1)                                   Ifthe Company is wound up, the liquidator may, with the sanction of a specialresolution, divide among the members in kind the whole or any part of theproperty of the Company and may for that purpose set such value as he considersfair upon any property to be so divided and may determine how the division isto be carried out as between the members or different classes of members.

#  

## (2)                                  Theliquidator may, with the sanction of a special resolution, vest the whole orany part of any such property in trustees upon such trusts for the benefit ofthe contributories as the liquidator thinks fit, but so that no member iscompelled to accept any shares or other securities in respect of which there isany liability.

##  

**Indemnityand Insurance of Officers**

 

# 101.                           Tothe extent permitted by the Law, the Company indemnifies:

#  

## (1)                                  everyperson who is or has been an officer of the Company; and

 

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## (2)                                  wherethe board of directors considers it appropriate to do so, any person who is orhas been an officer of a related body corporate of the Company;

##  

against anyliability incurred by that person in his or her capacity as an officer of theCompany or of the related body corporate (as the case may be);

 

## (3)                                  toany other person (other than the Company or a related body corporate) unlessthe liability arises out of conduct involving a lack of good faith; and

##  

## (4)                                  forcosts and expenses:

##  

### (a)                                  Indefending proceedings, whether civil or criminal in which judgment is given infavour of the person, or in which the person is acquitted; and

###  

### (b)                                 inconnection with an application in relation to those proceedings, in which theCourt grants relief to the person under the Law.

###  

# 102.                          (1)                                   TheCompany may, where the board of directors considers it appropriate to do so,pay, or agree to pay, a premium in respect of a contract insuring a person whois or has been an officer of the Company against any of the followingliabilities incurred by the person as such an officer namely:

#  

### (a)                                  anyliability which does not arise out of conduct involving:

###  

#### (i)                                     awillful breath of duty in relation to the Company; or

####  

#### (ii)                                  withoutlimiting subparagraph (i), a contravertor of subsection 232(5) or (6) ofthe Law; or

####  

### (b)                                 anyliability for costs and expenses incurred by the person in defendingproceedings, whether civil or criminal, whatever the outcome and without thequalifications set out in paragraph (a).

###  

## (2)                                  Inthe case of a director, any premium paid pursuant to this request is paid inaddition to remuneration paid to that director of the Company pursuant to theseregulations.

##  

# 103.                           Despiteanything in these regulations, a director is not precluded from voting torespect of any contract or proposed contract of indemnity or insurance merelybecause the contract indemnities or insures or would indemnify or insure thedirector against a liability incurred by the director as an officer of theCompany or of a related body corporate.

#  

# 104.                           Forthe purposes of regulations 101, 102 and 103, “officer” means a director,secretary or executive officer.

 

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**Signing**

 

# 105.                           Thepersons whose names are written below are the subscribers to the Memorandum ofAssociation of the Company and agree to these Articles of Association.

 
| **Name of Subscriber to  Memorandum**              | ** ** | **Signature**              | ** ** |
|----------------------------------------------------|------------|----------------------------|------------|
| ** **                                         | ** ** | ** **                 |
| GREGORY LEIGHTON MANN                              |       | \s\ Gregory Leighton  Mann |       |
|                                               |       |                       |
| JOHN DAVID BIDDLE                                  |       | \s\ John David Biddle      |       |
|                                               |       |                       |
| DATED 17  November 1995                       |       |                       |
|                                               |       |                       |
| WITNESS to all the  above signatures:              |       |                       |
|                                               |       |                       |
| GAYLE MARREE MASON                                 |       | \s\ Gayle Marree Mason     |       |
| 9 Stoneleigh Street Red  Hill Qld 4059. Paralegal. |       |                       |
|                                                    |            |                            |            |  |  |  |

 

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