##### 



Exhibit 4.47
 AMENDED AND RESTATED
BYE-LAWS
OF
NCL Corporation Ltd.




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##### 



TABLE OF CONTENTS
 Page1.
    
    
    DEFINITIONS
    
    
    12.
    
    
    POWER TO ISSUE SHARES
    
    
    43.
    
    
    POWER OF THE COMPANY TO PURCHASE ITS SHARES
    
    
    44.
    
    
    RIGHTS ATTACHING TO SHARES
    
    
    45.
    
    
    CALLS ON SHARES
    
    
    56.
    
    
    PROHIBITION ON FINANCIAL ASSISTANCE
    
    
    57.
    
    
    SHARE CERTIFICATES
    
    
    58.
    
    
    FRACTIONAL SHARES
    
    
    69.
    
    
    REGISTER OF SHAREHOLDERS
    
    
    610.
    
    
    REGISTERED HOLDER ABSOLUTE OWNER
    
    
    611.
    
    
    TRANSFER OF REGISTERED SHARES
    
    
    612.
    
    
    TRANSMISSION OF REGISTERED SHARES
    
    
    713.
    
    
    POWER TO ALTER CAPITAL
    
    
    914.
    
    
    VARIATION OF RIGHTS ATTACHING TO SHARES
    
    
    915.
    
    
    DIVIDENDS
    
    
    916.
    
    
    POWER TO SET ASIDE PROFITS
    
    
    917.
    
    
    METHOD OF PAYMENT
    
    
    1018.
    
    
    CAPITALISATION
    
    
    1019.
    
    
    ANNUAL GENERAL MEETINGS
    
    
    1020.
    
    
    SPECIAL GENERAL MEETINGS
    
    
    1021.
    
    
    REQUISITIONED GENERAL MEETINGS
    
    
    1122.
    
    
    NOTICE
    
    
    1123.
    
    
    GIVING NOTICE AND ACCESS
    
    
    1124.
    
    
    POSTPONEMENT OF GENERAL MEETING
    
    
    1225.
    
    
    ELECTRONIC PARTICIPATION IN MEETINGS
    
    
    1226.
    
    
    QUORUM AT GENERAL MEETINGS
    
    
    1227.
    
    
    CHAIRMAN TO PRESIDE AT GENERAL MEETINGS
    
    
    1328.
    
    
    VOTING ON RESOLUTIONS
    
    
    1329.
    
    
    POWER TO DEMAND A VOTE ON A POLL
    
    
    1330.
    
    
    VOTING BY JOINT HOLDERS OF SHARES
    
    
    14




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##### 



TABLE OF CONTENTS
 Page31.
    
    
    INSTRUMENT OF PROXY
    
    
    1532.
    
    
    REPRESENTATION OF CORPORATE SHAREHOLDER
    
    
    1533.
    
    
    ADJOURNMENT OF GENERAL MEETING
    
    
    1534.
    
    
    WRITTEN RESOLUTIONS
    
    
    1635.
    
    
    DIRECTORS ATTENDANCE AT GENERAL MEETINGS
    
    
    1636.
    
    
    ELECTION OF DIRECTORS
    
    
    1737.
    
    
    NUMBER OF DIRECTORS
    
    
    1738.
    
    
    TERM OF OFFICE OF DIRECTORS
    
    
    1739.
    
    
    REMOVAL OF DIRECTORS
    
    
    1740.
    
    
    VACANCY IN THE OFFICE OF DIRECTOR
    
    
    1741.
    
    
    DIRECTORS TO MANAGE BUSINESS
    
    
    1842.
    
    
    POWERS OF THE BOARD OF DIRECTORS
    
    
    1843.
    
    
    REGISTER OF DIRECTORS AND OFFICERS
    
    
    1944.
    
    
    APPOINTMENT OF OFFICERS
    
    
    1945.
    
    
    APPOINTMENT OF THE CEO OBSERVER
    
    
    1946.
    
    
    APPOINTMENT OF SECRETARY AND RESIDENT REPRESENTATIVE
    
    
    2047.
    
    
    DUTIES OF OFFICERS
    
    
    2048.
    
    
    DUTIES OF THE SECRETARY
    
    
    2049.
    
    
    REMUNERATION OF OFFICERS
    
    
    2050.
    
    
    CONFLICTS OF INTEREST
    
    
    2051.
    
    
    INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS
    
    
    2052.
    
    
    BOARD MEETINGS
    
    
    2253.
    
    
    NOTICE OF BOARD MEETINGS
    
    
    2254.
    
    
    ELECTRONIC PARTICIPATION IN MEETINGS
    
    
    2355.
    
    
    QUORUM AT BOARD MEETINGS
    
    
    2356.
    
    
    BOARD TO CONTINUE IN THE EVENT OF VACANCY
    
    
    2357.
    
    
    CHAIRMAN TO PRESIDE
    
    
    2358.
    
    
    WRITTEN RESOLUTIONS
    
    
    2359.
    
    
    VALIDITY OF PRIOR ACTS OF THE BOARD
    
    
    2360.
    
    
    MINUTES
    
    
    23




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##### 



TABLE OF CONTENTS
 Page61.
    
    
    PLACE WHERE CORPORATE RECORDS KEPT
    
    
    2462.
    
    
    FORM AND USE OF SEAL
    
    
    2463.
    
    
    BOOKS OF ACCOUNT
    
    
    2464.
    
    
    FINANCIAL YEAR END
    
    
    2565.
    
    
    ANNUAL AUDIT
    
    
    2566.
    
    
    APPOINTMENT OF AUDITOR
    
    
    2567.
    
    
    REMUNERATION OF AUDITOR
    
    
    2568.
    
    
    DUTIES OF AUDITOR
    
    
    2569.
    
    
    CHANGE TO THE COMPANYS AUDITORS
    
    
    2570.
    
    
    ACCESS TO RECORDS
    
    
    2571.
    
    
    FINANCIAL STATEMENTS
    
    
    2672.
    
    
    DISTRIBUTION OF AUDITORS REPORT
    
    
    2673.
    
    
    VACANCY IN THE OFFICE OF AUDITOR
    
    
    2674.
    
    
    WINDING-UP
    
    
    2675.
    
    
    CHANGES TO BYE-LAWS
    
    
    2676.
    
    
    CHANGES TO THE MEMORANDUM OF ASSOCIATION
    
    
    2677.
    
    
    DISCONTINUANCE
    
    
    27




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##### 



INTERPRETATION
 1.
    
    Definitions
 1.1
    
    In these Bye-laws, the following words and expressions shall, where not
inconsistent with the context, have the following meanings, respectively:
 Act
    
    the Companies Act 1981 as amended from time to time;Auditor
    
    includes an individual or partnership;Bermuda
    
    the Islands of Bermuda;Board
    
    the board of directors appointed or elected pursuant to these
Bye-laws and acting by resolution in accordance with the Act and these Bye-laws
or the directors present at a meeting of directors at which there is a quorum;Business Day
    
    means any day that is not a Saturday, Sunday or other day on which
commercial banks in Bermuda are authorized or required by law to close;Bye-laws
    
    these Amended and Restated bye-laws adopted by the Company on August 17,
2007, in their present form or as from time to time amended;CEO Observer
    
    has the meaning set forth in Bye-law 45;Company
    
    the company incorporated in Bermuda under the name of NCL Holdings, Ltd. on
the 15th day of December, 2003 which changed its name to NCL Corporation Ltd.
effective the 26th day of March, 2004, for which these Bye-laws are approved and
confirmed;Director
    
    a director of the Company;indemnitee
    
    has the meaning set forth in Bye-law 51.2;Investor Trigger Event
    
    has the meaning set forth in Bye-law 1.5;notice
    
    written notice as further provided in these Bye-laws unless otherwise
specifically stated;Officer
    
    any person appointed by the Board to hold an office in the Company;
 1




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##### 



Ordinary Shares
    
    ordinary shares of the Company, par value $1.00 per share.person
    
    shall be construed broadly and shall include, without limitation, an
individual, a partnership, a corporation, a limited liability partnership, an
investment fund, a limited liability company, a company, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof;Register of Directors and Officers
    
    the register of directors and officers referred to
in these Bye-laws;Register of Shareholders
    
    the register of members;Registered Office
    
    shall be at such place in Bermuda as the Board shall from time to
time appoint;Resident Representative
    
    any person appointed to act as resident representative and
includes any deputy or assistant resident representative;Resolution
    
    a resolution of the Shareholders holding a majority of the
then-outstanding shares of the Company or, where required, of a separate class
or separate classes of Shareholders, adopted either in a general meeting or by
written resolution, in accordance with the provisions of these Bye-laws;Secretary
    
    the person appointed to perform any or all of the duties of secretary of
the Company and includes any deputy or assistant secretary and any person
appointed by the Board to perform any of the duties of the Secretary;SCL Trigger Event
    
    has the meaning set forth in Bye-law 1.5;Shareholder
    
    the person registered in the Register of Shareholders as the holder of
shares in the Company and, when two or more persons are so registered as joint
holders of shares, means the person whose name stands first in the Register of
Shareholders as one of such joint holders or all of such persons, as the context
so requires;
 2




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##### 



Shareholders Agreement
    
    has meaning set forth in Bye-law 1.5; andTreasury Share
    
    a share of the Company that was or is treated as having been acquired
and held by the Company and has been held continuously by the Company since it
was so acquired and has not been cancelled.
 1.2
    
    In these Bye-laws, where not inconsistent with the context:
 (a)
    
    words denoting the plural number include the singular number and
vice versa;(b)
    
    words denoting the masculine gender include the feminine and
neuter genders;(c)
    
    the words:
 (i)
    
    may shall be construed as permissive; and(ii)
    
    shall shall be construed as imperative; and
 (d)
    
    unless otherwise provided herein, words or expressions defined in
the Act shall bear the same meaning in these Bye-laws.
 1.3
    
    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.1.4
    
    Headings used in these Bye-laws are for convenience only and are not to be used
or relied upon in the construction hereof.1.5
    
    These Bye-laws are subject to the Shareholders Agreement dated as of August
17, 2007 (as amended, supplemented, modified or otherwise restated from time to time,
the Shareholders Agreement), by and among the Company, NCL Investment Ltd., a
company organized under the laws of Bermuda, Star Cruises Limited, a company organized
under the laws of Bermuda, and the other Shareholders of the Company from time to time
party thereto. The provisions of the Shareholders Agreement attached hereto at
Schedule I are incorporated by reference herein and shall remain in force until such
time as (i) the Investor Minimum Ratio Condition is no longer maintained, at which time
the rights provided to the Investor under Section 4(c) and the Investor Board
Rights under Section 8 of the Shareholders Agreement shall immediately
terminate and cease to be of any further effect (the Investor Trigger Event); or (ii)
the SCL Minimum Ratio Condition is no longer maintained or there is a SCL Change of
Control, whichever is the earlier, at which time the rights provided to SCL under
Section 4(a) and Section 4(b), and the SCL Consent and Consultation
Rights and the SCL Notice Rights under Section 8 of the Shareholders Agreement
shall immediately terminate and cease to be of any further effect (the SCL Trigger
Event). Once the Investor Trigger Event and/or the SCL Trigger Event has occurred,
the CEO Observer shall execute a certificate in the form attached hereto at Schedule
II, which certificate shall be conclusive evidence of the fact that the said provisions
of the Shareholders Agreement are of no further effect.
 3




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##### 



1.6
    
    Until such time as the Shareholders Agreement shall terminate, in the event of
any inconsistency between the terms hereof and the terms of the Shareholders
Agreement, the terms of the Shareholders Agreement shall prevail and the Board and the
Shareholders shall take such action as may be necessary to amend the Bye-laws in order
to reflect the applicable provisions of the Shareholders Agreement.
 1.7
    
    Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Shareholders Agreement.
 SHARES
 2.
    
    Power to Issue Shares
 2.1
    
    Subject to these Bye-laws and to any Resolution to the contrary, the Board
shall have the power to issue any unissued shares on such terms and conditions as it
may determine and any shares or class of shares may be issued with such preferred,
deferred or other special rights or such restrictions, whether in regard to dividend,
voting, return of capital, or otherwise as the Company may by Resolution prescribe.2.2
    
    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).
 3.
    
    Power of the Company to Purchase its Shares
 3.1
    
    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.3.2
    
    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.
 4.
    
    Rights Attaching to Shares
 4.1
    
    Subject to any Resolution to the contrary (and without prejudice to any special
rights conferred thereby on the holders of any other shares or class of shares), the
share capital shall be divided into shares of a single class the holders of which
shall, subject to these Bye-laws:
 (a)
    
    be entitled to one vote per share;(b)
    
    be entitled to such dividends as the Board may from time to time
declare;(c)
    
    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
 4




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##### 



(d)
    
    generally be entitled to enjoy all of the rights attaching to shares.
 4.2
    
    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.
 5.
    
    Calls on Shares
 5.1
    
    The Board may make such calls as it thinks fit upon the Shareholders in respect
of any moneys (whether in respect of nominal value or premium) unpaid on the shares
allotted to or held by such Shareholders and, if a call is not paid on or before the
day appointed for payment thereof, the Shareholder 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.5.2
    
    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.5.3
    
    The Company may accept from any Shareholder the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of that amount has been
called up.
 6.
    
    Prohibition on Financial AssistanceThe Company shall not give, whether directly or indirectly, whether by means of loan,
guarantee, provision of security or otherwise, any financial assistance for the purpose of
the acquisition or proposed acquisition by any person of any shares in the Company, but
nothing in this Bye-law shall prohibit transactions permitted under the Act.7.
    
    Share Certificates
 7.1
    
    Every Shareholder shall be entitled to a certificate under the common seal of
the Company or bearing the signature (or a facsimile thereof) of a Director or the
Secretary or a person expressly authorised to sign specifying the number and, where
appropriate, the class of shares held by such Shareholder and whether the same are
fully paid up and, if not, specifying the amount paid on such shares. The Board may by
resolution determine, either generally or in a particular case, that any or all
signatures on certificates may be printed thereon or affixed by mechanical means.7.2
    
    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.
 5




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##### 



7.3
    
    The holder of any shares of the Company shall immediately notify the Company of
any loss, destruction or mutilation of the certificate therefor, and the Board may, in
its discretion, cause to be issued to him a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or
destruction of the certificate, upon satisfactory proof of such loss or destruction,
and the Board may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representative to give the Company a bond in such sum and with
such surety or sureties as it may direct to indemnify the Company against any claim
that may be made against it on account of the alleged loss or destruction of any such
certificate.
 8.
    
    Fractional SharesThe Company may issue its shares in fractional denominations and deal with such fractions to
the same extent as its whole shares and shares in fractional denominations shall have in
proportion to the respective fractions represented thereby all of the rights of whole shares
including (but without limiting the generality of the foregoing) the right to vote, to
receive dividends and distributions and to participate in a winding-up.
 REGISTRATION OF SHARES
 9.
    
    Register of Shareholders
 9.1
    
    The Board shall cause to be kept in one or more books a Register of
Shareholders and shall enter therein the particulars required by the Act.9.2
    
    The Register of Shareholders 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 Shareholders may, after notice has been
given in accordance with the Act, be closed for any time or times not exceeding in the
whole thirty days in each year.
 10.
    
    Registered Holder Absolute OwnerThe Company shall be entitled to treat the registered holder of any share as the absolute
owner thereof and accordingly shall not be bound to recognise any equitable claim or other
claim to, or interest in, such share on the part of any other person.11.
    
    Transfer of Registered Shares
 11.1
    
    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:
 
 6




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##### 



11.2
    
    Such instrument of transfer shall be signed by or 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 Shareholders.11.3
    
    The Board may refuse to recognise any instrument of transfer unless it is
accompanied by the certificate in respect of the shares to which it relates and by such
other evidence as the Board may reasonably require to show the right of the transferor
to make the transfer.11.4
    
    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 Shareholder may transfer any such share to the executors or
administrators of such deceased Shareholder.11.5
    
    The Board shall refuse to register a transfer unless all applicable consents,
authorisations and permissions of any governmental body or agency in Bermuda have been
obtained. If the Board refuses to register a transfer of any share the Secretary
shall, within three months after the date on which the transfer was lodged with the
Company, send to the transferor and transferee notice of the refusal.
 12.
    
    Transmission of Registered Shares
 12.1
    
    In the case of the death of a Shareholder, the survivor or survivors where the
deceased Shareholder was a joint holder, and the legal personal representatives of the
deceased Shareholder where the deceased Shareholder was a sole holder, shall be the
only persons recognised by the Company as having any title to the deceased
Shareholder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 Shareholder 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 Shareholder 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 Shareholder.
 7




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##### 



12.2
    
    Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Shareholder may be registered as a Shareholder 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:
 
    
 
    12.3
    
    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 Shareholder.12.4
    
    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.
 8




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##### 



ALTERATION OF SHARE CAPITAL
 13.
    
    Power to Alter Capital
 13.1
    
    The Company may, if authorised by resolution of the Board, increase, divide,
consolidate, subdivide, change the currency denomination of, diminish or otherwise
alter its share capital in any manner permitted by the Act.13.2
    
    The Company may, if authorised by Resolution, reduce its share capital in any
manner permitted by the Act.13.3
    
    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.
 14.
    
    Variation of Rights Attaching to SharesIf, at any time, the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of 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-fourths of the issued shares of that class or with the
sanction of a resolution passed by a majority of the votes cast at a separate general
meeting of the holders of the shares of the class at which meeting the necessary quorum
shall be two persons at least holding or representing by proxy one-third of the issued
shares of the class. The rights conferred upon the holders of the shares of any class
issued with preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation or issue
of further shares ranking pari passu therewith.
 DIVIDENDS AND CAPITALISATION
 15.
    
    Dividends
 15.1
    
    The Board may, subject to these Bye-laws and in accordance with the Act,
declare a dividend to be paid to the Shareholders, 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.15.2
    
    The Board may fix any date as the record date for determining the Shareholders
entitled to receive any dividend.15.3
    
    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.15.4
    
    The Board may declare and make such other distributions (in cash or in specie)
to the Shareholders as may be lawfully made out of the assets of the Company.
 16.
    
    Power to Set Aside ProfitsThe 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.
 9




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##### 



17.
    
    Method of Payment
 17.1
    
    Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Shareholder
at such Shareholders address in the Register of Shareholders, or to such person and to
such address as the holder may in writing direct.17.2
    
    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 draft sent through the
post directed to the address of the holder first named in the Register of Shareholders,
or to such person and to such address as the joint holders may in writing direct. 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.17.3
    
    The Board may deduct from the dividends or distributions payable to any
Shareholder all moneys due from such Shareholder to the Company on account of calls or
otherwise.
 18.
    
    Capitalisation
 18.1
    
    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 to the
Shareholders.18.2
    
    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
Shareholders who would have been entitled to such amounts if they were distributed by
way of dividend or distribution.
 MEETINGS OF SHAREHOLDERS
 19.
    
    Annual General MeetingsThe annual general meeting shall be held in each year (other than the year of incorporation)
at such place, date and hour as shall be fixed by the Board.20.
    
    Special General MeetingsThe Board may convene a special general meeting whenever in their judgment such a meeting is
necessary to be held at such place, date and hour as fixed by the Board.
 10




---



##### 



21.
    
    Requisitioned General MeetingsThe Board shall, on the requisition of Shareholders 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 deposit carries the right to vote at general meetings, forthwith proceed to
convene a special general meeting and the provisions of the Act shall apply.22.
    
    Notice
 22.1
    
    At least five days notice of an annual general meeting shall be given to each
Shareholder entitled to attend and vote thereat, stating the place, date and hour at
which the meeting is to be held, that the election of Directors will take place
thereat, and as far as practicable, the other business to be conducted at the meeting.22.2
    
    At least five days notice of a special general meeting shall be given to each
Shareholder entitled to attend and vote thereat, stating the date, time, place and the
general nature of the business to be considered at the meeting.22.3
    
    The Board may fix any date as the record date for determining the Shareholders
entitled to receive notice of and to vote at any general meeting.22.4
    
    A general meeting shall, notwithstanding that it is called on shorter notice
than that specified in these Bye-laws, be deemed to have been properly called if it is
so agreed by (i) all the Shareholders entitled to attend and vote thereat in the case
of an annual general meeting; and (ii) by a majority in number of the Shareholders
having the right to attend and vote at the meeting, being a majority together holding
not less than 95% in nominal value of the shares giving a right to attend and vote
thereat in the case of a special general meeting.22.5
    
    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.
 23.
    
    Giving Notice and Access
 23.1
    
    A notice may be given by the Company to a Shareholder:
 (a)
    
    by delivering it to such Shareholder in person; or(b)
    
    by sending it by letter mail or courier to such Shareholders
address in the Register of Shareholders; or(c)
    
    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 Shareholder to the Company for such purpose; or(d)
    
    in accordance with Bye-law 23.4.
 23.2
    
    Any notice required to be given to a Shareholder 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 Shareholders and notice so given shall be sufficient
notice to all the holders of such shares.
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23.3
    
    Any notice (save for one delivered in accordance with Bye-law 23.4) shall be
deemed to have been served at the time when the same would be delivered in the ordinary
course of transmission and, in proving such service, it shall be sufficient to prove
that the notice was properly addressed and prepaid, if posted, and the time when it was
posted, delivered to the courier, or transmitted by electronic means.23.4
    
    Where a Shareholder indicates his consent (in a form and manner satisfactory to
the Board), to receive information or documents by accessing them on a website rather
than by other means, or receipt in this manner is otherwise permitted by the Act, the
Board may deliver such information or documents by notifying the Shareholder of their
availability and including therein the address of the website, the place on the website
where the information or document may be found, and instructions as to how the
information or document may be accessed on the website.23.5
    
    In the case of information or documents delivered in accordance with Bye-law
23.4, service shall be deemed to have occurred when (i) the Shareholder is notified in
accordance with that Bye-law; and (ii) the information or document is published on the
website.
 24.
    
    Postponement of General MeetingThe Secretary may postpone any general meeting called in accordance with these Bye-laws
(other than a meeting requisitioned under these Bye-laws) provided that notice of
postponement is given to the Shareholders before the time for such meeting. Fresh notice of
the date, time and place for the postponed meeting shall be given to each Shareholder in
accordance with these Bye-laws.25.
    
    Electronic Participation in MeetingsShareholders 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.26.
    
    Quorum at General Meetings
 26.1
    
    At any general meeting two or more persons present in person and representing
in person or by proxy in excess of 50% of the total issued voting shares in the Company
throughout the meeting shall form a quorum for the transaction of business, provided
that if the Company shall at any time have only one Shareholder, one Shareholder
present in person or by proxy shall form a quorum for the transaction of business at
any general meeting held during such time.26.2
    
    If at 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.
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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 Shareholder entitled to attend and vote thereat in accordance with these
Bye-laws.
 27.
    
    Chairman to Preside at General MeetingsUnless otherwise agreed by a majority of those attending and entitled to vote thereat, the
Chairman, if there be one, and if not the President, if there be one, shall act as chairman
at all general meetings at which such person is present. In their absence a chairman shall
be appointed or elected by those present at the meeting and entitled to vote.28.
    
    Voting on Resolutions
 28.1
    
    Subject to the Act and these Bye-laws, any question proposed for the
consideration of the Shareholders at any general meeting shall be decided by the
affirmative votes of a majority of the votes cast in accordance with these Bye-laws and
in the case of an equality of votes the resolution shall fail.28.2
    
    No Shareholder shall be entitled to vote at a general meeting unless such
Shareholder has paid all the calls on all shares held by such Shareholder.28.3
    
    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 Shareholder present in person and every person holding a valid
proxy at such meeting shall be entitled to one vote and shall cast such vote by raising
his hand.28.4
    
    In the event that a Shareholder participates in a general meeting by telephone,
electronic or other communication facilities or means, the chairman of the meeting
shall direct the manner in which such Shareholder may cast his vote on a show of hands.28.5
    
    At any general meeting if an amendment is proposed to any resolution under
consideration and the chairman 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.28.6
    
    At any general meeting a declaration by the chairman 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.
 29.
    
    Power to Demand a Vote on a Poll
 29.1
    
    Notwithstanding the foregoing, a poll may be demanded by any of the following
persons:
 (a)
    
    the chairman of such meeting; or
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(b)
    
    at least three Shareholders present in person or represented by
proxy; or(c)
    
    any Shareholder or Shareholders present in person or represented
by proxy and holding between them not less than one-tenth of the total voting
rights of all the Shareholders having the right to vote at such meeting; or(d)
    
    any Shareholder or Shareholders 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.
 29.2
    
    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 Shareholders are present by
telephone, electronic or other communication facilities or means, in such manner as the
chairman 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 his votes or cast all the
votes he uses in the same way.29.3
    
    A poll demanded for the purpose of electing a chairman 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
chairman (or acting chairman) 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.29.4
    
    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 his 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 his vote in such manner as the chairman
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 a committee of not
less than two Shareholders or proxy holders appointed by the chairman for the purpose
and the result of the poll shall be declared by the chairman.
 30.
    
    Voting by Joint Holders of SharesIn 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 Shareholders.
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31. Instrument of Proxy
 31.1
    
    An instrument appointing a proxy shall be in writing in substantially the
following form or such other form as the chairman of the meeting shall accept:
 
 
 31.2
    
    The instrument appointing 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 instrument appointing a proxy
proposes to vote, and an instrument appointing a proxy which is not received in the
manner so prescribed shall be invalid.31.3
    
    A Shareholder who is the holder of two or more shares may appoint more than one
proxy to represent him and vote on his behalf in respect of different shares.31.4
    
    The decision of the chairman of any general meeting as to the validity of any
appointment of a proxy shall be final.
 32.
    
    Representation of Corporate Shareholder
 32.1
    
    A corporation which is a Shareholder 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 Shareholder, and that Shareholder shall be deemed to be present in person
at any such meeting attended by its authorised representative or representatives.32.2
    
    Notwithstanding the foregoing, the chairman of the meeting may accept such
assurances as he thinks fit as to the right of any person to attend and vote at general
meetings on behalf of a corporation which is a Shareholder.
 33.
    
    Adjournment of General MeetingThe chairman of a general meeting may, with the consent of the Shareholders at any general
meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the
meeting. 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 Shareholder entitled to attend and vote thereat in
accordance with these Bye-laws.
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34.
    
    Written Resolutions
 34.1
    
    Subject to these Bye-laws, anything which may be done by resolution of the
Company in a general meeting or by resolution of a meeting of any class of the
Shareholders may, without a meeting, be done by written resolution in accordance with
this Bye-law.34.2
    
    Notice of a written resolution shall be given, and a copy of the resolution
shall be circulated to all Shareholders 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 Shareholder does not invalidate the passing of a resolution.34.3
    
    A written resolution is passed when it is signed by, or in the case of a
Shareholder that is a person, on behalf of, the Shareholders who at the date that the
notice is given represent such majority of votes as would be required if the resolution
was voted on at a meeting of Shareholders at which all Shareholders entitled to attend
and vote thereat were present and voting.34.4
    
    A resolution in writing may be signed in any number of counterparts.34.5
    
    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 Shareholders, as the case may be, and any reference in any Bye-law to a
meeting at which a resolution is passed or to Shareholders voting in favour of a
resolution shall be construed accordingly.34.6
    
    A resolution in writing made in accordance with this Bye-law shall constitute
minutes for the purposes of the Act.34.7
    
    This Bye-law shall not apply to:
 (a)
    
    a resolution passed to remove an Auditor from office before the
expiration of his term of office; or(b)
    
    a resolution passed for the purpose of removing a Director before
the expiration of his term of office.
 34.8
    
    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 Shareholder that is a
corporation whether or not a company within the meaning of the Act, on behalf of, the
last Shareholder 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.
 35.
    
    Directors Attendance at General MeetingsThe Directors shall be entitled to receive notice of, attend, and be heard at any general
meeting.
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DIRECTORS AND OFFICERS
 36.
    
    Election of Directors
 36.1
    
    The Board of Directors shall be elected or appointed in the first place at the
statutory meeting of the Company and thereafter, except in the case of a casual
vacancy, at the annual general meeting or at any special general meeting called for
that purpose.36.2
    
    At any general meeting, the Shareholders may authorise the Board to fill any
vacancy in their number left unfilled at a general meeting.
 37.
    
    Number of DirectorsThe Board shall consist of not less than five (5) Directors or such number in excess thereof
as the Shareholders may determine.38.
    
    Term of Office of DirectorsDirectors shall hold office for such term as the Shareholders may determine or, in the
absence of such determination, until the next annual general meeting or until their
successors are elected or appointed or their office is otherwise vacated.39.
    
    Removal of Directors
 39.1
    
    Subject to any provision to the contrary in these Bye-laws, the Shareholders
entitled to vote for the election of Directors may, at any special general meeting
convened and held in accordance with these Bye-laws, remove a Director provided that
the notice of any such meeting convened for the purpose of removing a Director shall
contain a statement of the intention so to do and be served on such Director not less
than 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.39.2
    
    If a Director is removed from the Board under this Bye-law, the Shareholders
may fill the vacancy at the meeting at which such Director is removed. In the absence
of such election or appointment, the Board may fill the vacancy.
 40.
    
    Vacancy in the Office of DirectorThe office of Director shall be vacated if the Director:
 (a)
    
    is removed from office pursuant to these Bye-laws or is prohibited from being a
Director by law;(b)
    
    is or becomes bankrupt or insolvent;
 17




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(c)
    
    is or becomes of unsound mind or a patient for any purpose of any statute or
applicable law relating to mental health and the Board resolves that his office is
vacated, or dies; or(d)
    
    resigns his office by notice to the Company.
 41.
    
    Directors to Manage BusinessThe business of the Company shall be managed and conducted by the Board. In managing the
business of the Company, the Board may exercise all such powers of the Company as are not,
by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.42.
    
    Powers of the Board of DirectorsThe Board may:
 (a)
    
    appoint, suspend, or remove any manager, secretary, clerk, agent
or employee of the Company and may fix their remuneration and determine their
duties;(b)
    
    exercise all the powers of the Company to borrow money and to
mortgage or charge 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;(c)
    
    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;(d)
    
    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;(e)
    
    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;(f)
    
    procure that the Company pays all expenses incurred in promoting
and incorporating the Company;
 18




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(g)
    
    designate one or more committees, such committee or committees to
have such name or names as may be determined from time to time by resolution
adopted by the Board, and each such committee to consist of one or more
directors of the
Company, which to the extent provided in said resolution or resolutions shall
have and may exercise the powers of the Board as may be delegated to such
committee in the management of the business and affairs of the Company;
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. A majority of all the
members of any such committee may determine its action and fix the time and
place of its meetings, unless the Board shall otherwise provide. The Board
shall have power to change the members of any such committee at any time, to
fill vacancies and to discharge any such committee, either with or without
cause, at any time;(h)
    
    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;(i)
    
    present any petition and make any application in connection with
the liquidation or reorganisation of the Company;(j)
    
    in connection with the issue of any share, pay such commission
and brokerage as may be permitted by law; and(k)
    
    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.
 43.
    
    Register of Directors and OfficersThe Secretary shall establish and maintain a Register of the Directors and Officers of the
Company as required by the Act. The Register of the Directors and Officers 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 the Directors and
Officers may, after notice has been given in accordance with the Act, be closed for any time
or times not exceeding in the whole thirty days in each year.44.
    
    Appointment of OfficersThe Board may appoint such officers (who may or may not be Directors) as the Board may
determine.45.
    
    Appointment of the CEO ObserverThe Board shall designate the chief executive officer as a non-voting observer (the CEOObserver) to be present at all meetings of the Board and all committees thereof. The
Company shall give the CEO Observer the same notice and information with respect to meetings
of the Board and all committees thereof.
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46.
    
    Appointment of Secretary and Resident RepresentativeThe Secretary and Resident Representative, if necessary, shall be appointed by the Board at
such remuneration (if any) and upon such terms as it may think fit and any Secretary so
appointed may be removed by the Board.47.
    
    Duties of OfficersThe Officers shall have such powers and perform such duties in the management, business and
affairs of the Company as may be delegated to them by the Board from time to time.48.
    
    Duties of the SecretaryThe duties of the Secretary shall be those prescribed by the Act together with such other
duties as shall from time to time be prescribed by the Board.49.
    
    Remuneration of OfficersThe Officers shall receive such remuneration as the Board may determine.50.
    
    Conflicts of Interest
 50.1
    
    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 and such Director or such Directors firm, partner or company shall be
entitled to remuneration as if such Director were not a Director. Nothing herein
contained shall authorise a Director or Directors firm, partner or company to act as
Auditor to the Company.50.2
    
    A Director who is directly or indirectly interested in a contract or proposed
contract or arrangement with the Company shall declare the nature of such interest as
required by the Act.50.3
    
    Following a declaration being made pursuant to this Bye-law, a Director may
vote in respect of any contract or proposed contract or arrangement in which such
Director is interested and may be counted in the quorum for such meeting.50.4
    
    Subject to the Act and any further disclosure required thereby, a general
notice to the Directors by a Director or officer declaring that he is a director or
officer or has an interest in any business entity and is to be regarded as interested
in any transaction or arrangement made with that business entity shall be sufficient
declaration of interest in relation to any transaction or arrangement so made.
 51.
    
    Indemnification and Exculpation of Directors and Officers
 51.1
    
    To the fullest extent permitted by the Act, a Director of the Company shall not
be liable to the Company or its Shareholders for breach of fiduciary duty as a
Director.
 20




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51.2
    
    Without limitation of any right conferred by Bye-law 51.1, each person who was
or is made a party or is threatened to be made a party to or is otherwise involved in
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a proceeding), by reason of
the fact that such person is or was a Director, Officer or Resident Representative of
the Company, or is or was serving at the request of the Company as a Director, Officer,
Resident Representative, employee or agent of another company or of a partnership,
joint venture, 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 while serving as a Director, Officer, Resident
Representative, employee or agent or in any other capacity while serving as a Director,
Officer, Resident Representative, employee or agent, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the Act (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), against all
expense, liability and loss (including attorneys fees, judgments, fines, excise taxes
or amounts paid in settlement) 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 Resident Representative and shall inure to the
benefit of the indemnitees heirs, testators, intestates, executors and administrators;
provided, however, except as provided in Bye-law 51.3 with respect to proceedings 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) initiated by such indemnitee was authorized by the
Board. The right to indemnification conferred in this Bye-law 51 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 his capacity as a
Director, Officer or Resident Representative 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 (hereinafter a
final adjudication) that such indemnitee is not entitled to be indemnified for such
expenses under this Bye-law or otherwise.51.3
    
    If a claim under Bye law 51.2 is not paid in full by the Company within 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 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 any undertaking, the indemnitee shall be entitled to be paid also the expense
of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a defense
that, and (ii) in any suit by the Company to recover an advancement of expenses
pursuant to the terms of an
 21




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undertaking the Company shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable standard of conduct set
forth in the Act. Neither the failure of the Company (including the Board,
independent legal counsel, or the Shareholders) to have made a determination prior to
the commencement of such suit that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable standard of conduct set
forth in the Company, nor an actual determination by the Company (including the
Board, independent legal counsel or the Shareholders) that the indemnitee has not met
such applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit brought
by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of expenses hereunder, or
by the Company to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Bye-law or otherwise
shall be on the Company.51.4
    
    The rights to indemnification and to the advancement of expenses conferred in
this Bye-law 51 shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Company, agreement, vote of Shareholders or
disinterested directors or otherwise.51.5
    
    The Company may purchase and maintain insurance, at its expense, to protect
itself and any person who is or was a Director, Officer, Resident Representative,
employee or agent of the Company or any person who is or was serving at the request of
the Company as a Director, Officer, Resident Representative, employer or agent of
another company, partnership, joint venture, trust or other enterprise 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.
 MEETINGS OF THE BOARD OF DIRECTORS
 52.
    
    Board MeetingsThe Board may meet for the transaction of business, adjourn and otherwise regulate its
meetings as it sees fit. A resolution put to the vote at a meeting of the Board shall be
carried by the affirmative votes of a majority of the votes cast and in the case of an
equality of votes the resolution shall fail.53.
    
    Notice of Board MeetingsA Director may, and the Secretary on the requisition of a Director shall, at any time summon
a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given
to a Director and the CEO Observer if it is given to such Director and the CEO Observer
orally (including in person or by telephone) or otherwise communicated or sent to such
Director and the CEO Observer by post, electronic means or other mode of representing words
in a visible
form at such Director or the CEO Observers last known address or in accordance with any
other instructions given by such Director or the CEO Observer to the Company for this
purpose.
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54.
    
    Electronic Participation in MeetingsDirectors and the CEO Observer may participate in any 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.55.
    
    Quorum at Board MeetingsThe quorum necessary for the transaction of business at a meeting of the Board shall be the
presence of a majority of directors.56.
    
    Board to Continue in the Event of VacancyThe Board may act notwithstanding any vacancy in its number but, if and so long as its
number is reduced below the number fixed by these Bye-laws as the quorum necessary for the
transaction of business at meetings of the Board, the continuing Directors or Director may
act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the
Company.57.
    
    Chairman to PresideUnless otherwise agreed by a majority of the Directors attending, the Chairman, if there be
one, and if not, the President, if there be one, shall act as chairman at all meetings of
the Board at which such person is present. In their absence a chairman shall be appointed
or elected by the Directors present at the meeting.58.
    
    Written ResolutionsA resolution signed by all the Directors, which may be in counterparts, shall be as valid as
if it had been passed at a meeting of the Board duly called and constituted, such resolution
to be effective on the date on which the last Director signs the resolution.59.
    
    Validity of Prior Acts of the BoardNo regulation or alteration to these Bye-laws made by the Company in a general meeting shall
invalidate any prior act of the Board which would have been valid if that regulation or
alteration had not been made.
 CORPORATE RECORDS
 60.
    
    MinutesThe Board shall cause minutes to be duly entered in books provided for the purpose:
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(a)
    
    of all elections and appointments of Officers;(b)
    
    of the names of the Directors present at each meeting of the
Board and of any committee appointed by the Board; and(c)
    
    of all resolutions and proceedings of general meetings of the
Shareholders, meetings of the Board, meetings of managers and meetings of
committees appointed by the Board.
 61.
    
    Place Where Corporate Records KeptMinutes prepared in accordance with the Act and these Bye-laws shall be kept by the
Secretary at the Registered Office of the Company.62.
    
    Form and Use of Seal
 62.1
    
    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.62.2
    
    A seal may, but need not, be affixed to any deed, instrument, share certificate
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.62.3
    
    A Resident Representative may, but need not, affix the seal of the Company to
certify the authenticity of any copies of documents.
 ACCOUNTS
 63.
    
    Books of Account
 63.1
    
    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:
 (a)
    
    all amounts of money received and expended by the Company and the
matters in respect of which the receipt and expenditure relates;(b)
    
    all sales and purchases of goods by the Company; and(c)
    
    all assets and liabilities of the Company.
 63.2
    
    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.
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64.
    
    Financial Year EndThe financial year end of the Company may be determined by resolution of the Board and
failing such resolution shall be 31st December in each year.
 AUDITS
 65.
    
    Annual AuditSubject to any rights to waive laying of accounts or appointment of an Auditor pursuant to
the Act, the accounts of the Company shall be audited at least once in every year.66.
    
    Appointment of Auditor
 66.1
    
    Subject to the Act, at the annual general meeting or at a subsequent special
general meeting in each year, an independent representative of the Shareholders shall
be appointed by them as Auditor of the accounts of the Company.66.2
    
    The Auditor may be a Shareholder but no Director, Officer or employee of the
Company shall, during his continuance in office, be eligible to act as an Auditor of
the Company.
 67.
    
    Remuneration of AuditorSave in the case of an Auditor appointed pursuant to Bye-law 73, the remuneration of the
Auditor shall be fixed by the Company in a general meeting or in such manner as the
Shareholders may determine. In the case of an Auditor appointed pursuant to Bye-law 73, the
remuneration of the Auditor shall be fixed by the Board.68.
    
    Duties of Auditor
 68.1
    
    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.68.2
    
    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.
 69.
    
    Change to the Companys AuditorsNo change to the Companys Auditors may be made save in accordance with the
Act and until the same has been approved by a unanimous resolution of the Board and by a
Resolution.70.
    
    Access to RecordsThe Auditor shall at all reasonable times have access to all books kept by the Company and
to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or
Officers of
the Company for any information in their possession relating to the books or affairs of the
Company.
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71.
    
    Financial StatementsSubject to any rights to waive laying of accounts pursuant to the Act, financial statements
as required by the Act shall be laid before the Shareholders in a general meeting. A
resolution in writing made in accordance with Bye-law 34 receiving, accepting, adopting,
approving or otherwise acknowledging financial statements shall be deemed to be the laying
of such statements before the Shareholders in a general meeting.72.
    
    Distribution of Auditors ReportThe report of the Auditor shall be submitted to the Shareholders in a general meeting.73.
    
    Vacancy in the Office of AuditorThe Board may fill any casual vacancy in the office of the Auditor.
 VOLUNTARY WINDING-UP AND DISSOLUTION
 74.
    
    Winding-UpIf the Company shall be wound up the liquidator may, with the sanction of a Resolution,
divide amongst the Shareholders in specie or in kind the whole or any part of the assets of
the Company (whether they shall consist of property of the same kind or not) and may, for
such purpose, set such value as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between the Shareholders or
different classes of Shareholders. The liquidator may, with the like sanction, vest the
whole or any part of such assets in the trustees upon such trusts for the benefit of the
Shareholders as the liquidator shall think fit, but so that no Shareholder shall be
compelled to accept any shares or other securities or assets whereon there is any liability.
 CHANGES TO CONSTITUTION
 75.
    
    Changes to Bye-lawsNo Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in
accordance with the Act and until the same has been approved by a unanimous resolution of
the Board and by a Resolution.76.
    
    Changes to the Memorandum of AssociationNo alteration or amendment to the Memorandum of Association may be made save in accordance
with the Act and until same has been approved by a unanimous resolution of the Board and by
a Resolution.
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77.
    
    DiscontinuanceThe Board may exercise all the powers of the Company to discontinue the Company to a
jurisdiction outside Bermuda pursuant to the Act.
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SCHEDULE I  [Attached Agreed Form Shareholders Agreement]
 28




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SCHEDULE II  [Attached Agreed Form Certificate of Officer of the Company]
 29