Alcoa of Australia (W.A.) N.L. Act 1971 (Victoria)

Victorian Legislation Parliamentary Documentsi Version No. 002 Alcoa of Australia (W.A.) N.L. Act 1971 Act No. 8114/1971 Version incorporating amendments as at 15 July 2001 TABLE OF PROVISIONS Section Page

Short title 2
Power to convert from no liability company to limited liability company 2
Repealed 3

SCHEDULE—Memorandum of Association 4 ═══════════════ ENDNOTES 38

General Information 38
Table of Amendments 39
Explanatory Details 40

Victorian Legislation Parliamentary Documents1 Version No. 002 Alcoa of Australia (W.A.) N.L. Act 1971 Act No. 8114/1971 Version incorporating amendments as at 15 July 2001 An Act to make Provision with respect to the Conversion of Alcoa of Australia (W.A.) N.L. to a Public Company with Limited Liability and Purposes connected therewith. Preamble WHEREAS on the 21st day of August, 1958 under Part II of the Companies Act 1938 a company (hereinafter called "the said company") was incorporated as a no liability company under the name of Western Aluminium No Liability: AND WHEREAS on the 3rd day of September, 1970 the said company changed its name to Alcoa of Australia (W.A.) N.L.: AND WHEREAS the said company is a wholly owned subsidiary of Alcoa of Australia Limited: AND WHEREAS the said company has a nominal capital of $10 000 000 divided into 5 000 000 shares of $2 each: AND WHEREAS the said company has issued 1 750 000 shares of which 250 000 are fully paid up and 1 500 000 shares are paid to 42⋅5 cents: AND WHEREAS the said company has passed a special resolution declaring that it is in the interest of the company that it be converted to a public company with limited liability with the memorandum and articles set forth in the Schedule: AND WHEREAS the Board of Directors of Alcoa of Australia Limited have resolved that the said company should be so converted:

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 2 AND WHEREAS the said company cannot be so converted without the authority of the Parliament: BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):

Short title This Act may be cited as the Alcoa of Australia (W.A.) N.L. Act 1971.
Power to convert from no liability company to limited liability company (1) On the lodging of a copy of this Act with the Registrar of Companies and on payment of a fee of $100 the said company shall, subject to this section, be converted to a public company with limited liability under the name of Alcoa of Australia (W.A.) Limited and the memorandum and articles set forth in the Schedule shall be the memorandum and articles of the company in place of the existing memorandum and rules of the said company. (2) On the lodging of the copy of this Act the Registrar shall— (a) register the copy; (b) make such endorsements in or alterations to his registers as are necessary to record the effect of this Act with respect to the conversion; and (c) issue to the company a certificate of incorporation of the said company altered to meet the circumstances of the case. s. 1

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 3 (3) A person who holds a share in the said company shall be liable in respect of any calls on or in respect of shares in the said company in the same manner and to the same extent as if the said company had originally been created with limited liability and sub-section (3) of section 33 of the Companies Act 1961 does not apply in relation to any shares in the said company. (4) On issuing the certificate of incorporation the Registrar may by notice in writing served on the said company dispense with the lodging by the said company of any document which had been lodged with him on the occasion of or subsequent to the incorporation of the said company. (5) The conversion shall take effect on the issue of the certificate of incorporation under sub-section (2). (6) A conversion of the said company pursuant to this section shall not affect the identity of the said company or any rights or obligations of the said company or render defective any legal proceedings by or against the said company and any legal proceedings that could have been continued or commenced by or against it prior to such conversion may, notwithstanding the conversion, be continued or commenced by or against it after such conversion.

s. 2 S. 3 repealed by No. 44/2001 s. 3(Sch. item 5).

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 4 SCHEDULE Memorandum of Association of Alcoa of Australia (W.A.) Limited I. The name of the Company is Alcoa of Australia (W.A.) Limited. II. The objects for which the Company is established are— (1) To carry on all or any of the businesses of exploring for acquiring treating and disposing of deposits of bauxite clay ores and minerals of any sort or description and any minerals recovered or recoverable therefrom and reducing ores of aluminium and any or all other ores to their basic metals and manufacturing alloying and fabricating of the metals so produced into articles of commerce. (2) To purchase take on lease or tribute or acquire by exchange licence hire or otherwise any mines lands mineral and other properties and hereditaments of any tenure for any estate term or interest therein and also grants concessions options leases claims licences rights or authorities of and over mines lands mineral properties mining water and other rights in any part of the world and either absolutely optionally or conditionally and either solely or jointly with others. (3) To search and prospect for bauxite coal and any other mineral or metal substance and precious stones and to open develop dredge work and maintain mines and lands for the same and to carry on and conduct the business of raising crushing washing concentrating smelting reducing refining calcining amalgamating and metallurgically treating ores metals and minerals and to render the same merchantable and fit for use. (4) To acquire by purchase exchange or otherwise and to win get quarry crush smelt calcine refine dress amalgamate manipulate or otherwise treat and prepare for market ores metals fluxes tailings concentrates slimes mineral substances and other produce of mines whether the property of the Company or not and whether in the Commonwealth of Australia or elsewhere and to carry on any other metallurgical operations which may seem capable of being usefully or profitably carried on in connection with the other business of the Company and to sell exchange dispose of and deal in such ores metals fluxes tailings concentrates slimes mineral substances and other produce either in a manufactured state or otherwise and any materials or substances resulting from or to be obtained in the process of winning getting quarrying crushing smelting calcining refining dressing amalgamating manipulating or otherwise treating the same and either free from or in combination with other substances. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 5 (5) To carry on business as manufacturers producers and merchants of all or any chemicals minerals ores metals or other natural or synthetic substances whether organic or inorganic and the alloys products and by-products thereof. (6) To manufacture buy sell exchange hire alter or improve manipulate and prepare for market or otherwise deal in all kinds of plant machinery apparatus tools utensils containers and substances materials and things. (7) To carry on all or any of the businesses of industrial chemists manufacturers of metallic alloys metallic oxides and other metallic products of all kinds and to manufacture and detail in metal wire tubes sheets plates rods pipes seals and other metal goods machinery tools equipment and hardware of every description. (8) To carry on all or any of the businesses of suppliers of electricity electrical engineers and contractors and to construct operate and maintain power stations cables reticulation systems and all other apparatus and equipment in any way connected with the generation accumulation distribution supply and employment of electricity. (9) To carry on the business of consulting civil mining electrical and mechanical engineers geologists metallurgists farmers graziers planters miners mine-owners dredgers coal and iron masters quarry- owners brickmakers builders contractors merchants dealers in metals and mineral importers and exporters bankers shipowners wharfingers carriers warehousemen hotel-keepers store-keepers publishers printers investors promoters agents and general merchants to buy and sell and deal in choses in action of every description and in commodities substances and products of all kinds and to undertake and carry on and execute all kinds of mining financial commercial trading and other operations. (10) With a view to turning to account any property or rights of the Company or for the purpose of investigating the value of any property or rights of the Company or for the purpose of investigating the value of any property or rights proposed to be acquired by the Company to spend money on explorations investigations experiments trials and inquiries and to obtain the opinions or reports of experts or others and to procure reports to be made and generally to obtain and pay the expenses of procuring any information whether general or particular as regards properties and rights or the opportunities of establishing or carrying on business. (11) To acquire purchase rent charter lease construct carry out maintain improve manage work control and superintend any roads ways streets tramways railways bridges dams reservoirs watercourses viaducts aqueducts wharves harbours jetties piers manufactories warehouses telegraph and telephone lines gas and electric works Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 6 vehicles aircraft ships steamers tugs barges furnaces crushing works smelting works treatment works factories engines pumps and other plant machinery gear tools works materials and other conveniences which may directly or indirectly be required for or conducive to the exercise of any of the powers of the Company and to contribute to subsidise or otherwise aid or take part in any such operations. (12) To carry on businesses of station owners graziers pastoralists farmers agriculturists stock breeders and exhibitors sheep and cattle farmers dairymen irrigationists producers and carriers on of all or any businesses or business usually carried on by land pastoral or agricultural companies in any of their branches. (13) To carry on the business of land development or of agricultural horticultural or pastoral pursuits of any kind or of the marketing of livestock of any kind or of the marketing of produce of any kind and of the development of facilities townships communications settlements and industries in connection therewith. (14) To promote subsidise and aid chemical scientific technical and industrial studies research investigation and invention. (15) To provide for the transport of the Company's goods materials and products by land sea and air. (16) To carry on all or any of the businesses of general merchants importers exporters shippers traders carriers commission agents manufacturers and manufacturers agents and any other business in any goods or class of goods whatsoever. (17) To undertake any transaction and carry on any business commonly undertaken or carried on by financiers bankers underwriters sub- underwriters concessionaires contractors or capitalists and to transact and carry on all kinds of guarantee agency commission and mercantile business. (18) To underwrite or sub-underwrite issues placements sales or other dispositions of or dealings in any shares stock debentures securities or obligations of or guaranteed by any other corporation or any government public body or authority or any options or rights in respect thereof. (19) To enter into and carry into effect with or without modification any agreement providing for the underwriting or sub-underwriting of any such issues placements sales dispositions or dealings. (20) To negotiate loans of any description to act as a house of issue and to carry on business as under-writers brokers commission agents or guarantors. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 7 (21) To provide financial and commercial services of every description in relation to the flotation financing and operation of companies and corporations. (22) To assist in the establishment and conduct of mutual funds by providing facilities for the realisation by investors of shares or units in mutual funds—and investment companies—and generally supporting mutual funds by holding and dealing in their shares or units or providing for such dealings and by protecting and stabilising their interests and the interests of their investors by any means and in any manner. (23) To carry on the business of and to act as managers of pension and superannuation funds unit and investment trusts and trusts or investments of every description. (24) To carry on any other business venture or undertaking whether similar to those above enumerated or not which the Company may consider advisable or capable of being conveniently carried on in connection with or in addition to the above or calculated directly or indirectly to enhance the value of the Company's property or rights. (25) To acquire hold sell and otherwise deal with shares stocks debentures debenture stocks bonds units notes rights options obligations policies of insurance and securities (whether secured by any charge or not) issued or guaranteed by any corporation constituted or carrying on business in the Commonwealth of Australia or elsewhere and debentures debenture stock bills bonds obligations and securities issued or guaranteed by any government sovereign ruler commissioner public body or public authority whether in the Commonwealth of Australia or elsewhere. (26) To acquire any such shares stocks debentures debenture stocks bills bonds notes rights options obligations or securities by original subscription tender purchase exchange or otherwise and to subscribe for the same either conditionally or otherwise and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof. (27) To borrow or raise money in such manner and upon such terms as may seem expedient and to issue debentures debenture stock bonds obligations and securities of all kinds and to frame constitute and secure the same as may seem expedient with full power to make the same transferrable by delivery or by instrument of transfer or otherwise and either perpetual or terminable and either redeemable or otherwise and to charge or secure the same by Trust Deed or otherwise on the whole or any part of the undertaking of the Company or upon any specific property and rights present and future of the Company (including if thought fit uncalled or unpaid capital) or otherwise howsoever. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 8 (28) To facilitate and encourage the creation issue or conversion of debentures debenture stock bonds obligations shares stocks and securities and to act as Trustee in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies. (29) To give any guarantee in relation to the payment of any debentures debenture stock bonds obligations or securities and to guarantee the payment of interest thereon or of dividends on any stock or shares of any company and generally to give any guarantee for the payment of money or the performance of any obligation or undertaking and to secure the same in any way by charge on the whole or any part of the undertaking of the Company or upon any specific property or rights present and future of the Company (including if thought fit uncalled or unpaid capital) or otherwise howsoever. (30) To guarantee the accounts contracts or liabilities of any person or body of persons whether corporate or unincorporated with or without security and to give any indemnity or undertaking and generally to transact all kinds of guarantee and indemnity business. (31) To purchase take on lease exchange or otherwise acquire improve develop exercise all rights in respect of lease mortgage sell dispose of turn to account place under option and otherwise deal with real or personal property of any description or any easements or rights over or connected therewith and in particular pastoral and agricultural properties stock wool and other produce general commodities goods wares and merchandise of all kinds and to advance and lend money on any of the foregoing. (32) To acquire take over and undertake the whole or any part of the undertaking assets business good-will property rights liabilities contracts and engagements of any person firm company government or public body carrying on any business which this Company is authorised to carry on or possessed of property or rights suitable for any of the purposes of the Company. (33) To acquire by purchase hire lease or otherwise for cash or shares or debentures or any other consideration and deal with— (i) The whole or any part of the business property and liabilities of any person or body of persons whether corporate or unincorporated. (ii) Lands buildings easements and other rights or interests in or over real or leasehold estates including mining rights and tenements of all kinds. (iii) Plant machinery goods and other personal estate and effects. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 9 (iv) Patents patent rights or inventions copy-rights designs trade marks secret processes technical information licences franchises and other rights privileges and concessions. (34) To apply for purchase or otherwise acquire and to sell mortgage charge lease grant licences in respect of or otherwise deal with or dispose of any patents patent rights and privileges improved or secret processes inventions licences concessions and the like conferring any exclusive or non-exclusive or limited right to use any secret or other information which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company and to use exercise develop or to grant licences in respect of or otherwise turn to account the property rights or information so acquired. (35) To enter into agreements with persons companies and corporations whether in Australia or overseas for the supply of goods plant and machinery technical and other information either by or to the Company in any way which may appear to be of assistance in the general conduct of the Company's affairs. (36) To pay for any rights property or privileges acquired by the Company or any services rendered to the Company or satisfy any debt liability or obligation of the Company either wholly or partly in fully or partly paid shares of the Company or stock debentures or other securities of the Company secured or charged upon all or any part of the property and assets of the Company or not so secured or charged and to make payments or gifts by way of bonus or otherwise and either in money or in any other way from time to time deemed expedient for information or advice given or for services of any kind rendered to the Company or in which the Company may be directly or indirectly interested and generally to make payments or agree to pay any commission with or without consideration moving to the Company if it is considered in the interests or directly or indirectly to the benefit of the Company to do so. (37) To receive money on deposit from any person firm or corporation for such period or periods and upon such terms and conditions as the Directors may think fit. (38) To give bonds and indemnities and to make draw accept endorse execute discount issue and negotiate bills of exchange promissory notes drafts bills or lading debentures and all or any negotiable or transferable instruments. (39) To pay any commission or brokerage for the purpose of securing the subscription of any part of the share or loan capital of the Company or any company promoted by the Company or in which the Company is or intends to be interested and generally to remunerate Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 10 any person or company (whether in a fiduciary position towards the Company or not) for underwriting such capital or for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or other securities of the Company or in otherwise benefiting the Company and to underwrite or otherwise guarantee the subscription for or placing of shares debentures or securities of any other company. (40) To adopt such means of making known any business or products of the Company or of any of its subsidiary companies as may seem to the Directors expedient. (41) To sell lease charter place under option exchange convert into money dispose of or otherwise deal with absolutely or conditionally the whole or any part of the undertaking property land assets effects rights privileges and concessions of the Company for such consideration as the Company may think proper and in particular for fully or partly paid shares in or debentures or securities of any other company. (42) To enter into contracts with any government public body company or person as may seem expedient and to make and carry into effect or determine arrangements with manufacturers railway and shipping companies proprietors or charterers of shipping carriers proprietors of steam electrical or other mechanical power and other persons or companies or with any government or authority municipal local or otherwise and to obtain any rights privileges and concessions which may seem desirable. (43) To advance or lend money whether with or without security and to carry on assist subsidise finance contribute to or take part in any business undertaking venture or enterprise which may seem to the Company capable of being conveniently carried on in connection with the Company or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights. (44) To obtain any Act of Parliament Provisional Order or other necessary authority for enabling the Company to carry any of its objects into effect or for effecting any modification in the Company's constitution or for improving the title or tenure of the Company's property or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 11 (45) To apply to any Court Magistrate or person in authority for any licence right or privilege to conduct or carry out any object of the Company and to hold any such licence right or privilege either in the name of the Company or through any trust director manager or other person acting for and on behalf of the Company. (46) To take part in the management supervision or control of the whole or any part of the business or operations of any person firm or corporation and for that purpose to appoint and remunerate and indemnify any directors accountants solicitors and other experts or agents. (47) To amalgamate the business of the Company wholly or in part with that of any other company firm or person to enter into partnership or into any arrangement for sharing of profits union of interests co- operation joint adventure reciprocal concessions or otherwise with any government public body person or company in such manner and on such terms as may be deemed advisable. (48) To promote form subsidise and establish any company or companies corporation or corporations for the purpose of acquiring all or any of the property rights and liabilities of this Company or for any other purposes which may seem directly or indirectly calculated to benefit this Company. (49) To establish and form or assist in establishing and forming to support aid and join any association union or body calculated in any way to benefit the Company and to subscribe to the same such money as the Company may think expedient and to agree to be bound by the decision and actions of and to do or join in doing all such acts and things as may be decided upon by the governing authorities of any such association union or body in accordance with the Rules or Articles thereof. (50) To give donations subsidies or contributions to any association union or body whether industrial social political patriotic or otherwise and to establish and support or aid in the establishment and support of associations institutions funds or trusts calculated to benefit directors officers employees or ex-employees of the Company or of any of its subsidiaries or the dependants or connections of such persons and to grant pensions and allowances and to make payments towards insurance and to donate subscribe or guarantee money for charitable or benevolent objects or for the alleviation of distress or for any exhibition or for any public general or useful object. (51) To distribute any assets of the Company among the members in specie whether by way of dividends bonus or return of capital or otherwise subject however to such sanction or confirmation (if any) as is required by law. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 12 (52) To invest any moneys of the Company in such investments or securities or in such other manner as the Company may think expedient. (53) To perform or do all or any of the following operations acts or things— (i) To sell let dispose of or grant rights over or otherwise deal with all or any property of the Company for cash or upon terms or for shares debentures or otherwise and upon any terms and conditions thought desirable. (ii) To erect buildings factories plant and machinery and other works for the purposes of the Company. (iii) To subdivide land make and maintain bridges culverts drains and other works and make open and dedicate roads. (iv) To make experiments and conduct research in connection with any business of the Company or any business in which the Company is in any way interested and to protect any inventions by letters patent or otherwise. (v) To grant licences to use patents copy-rights designs or secret processes of the Company. (vi) To manufacture import or export plant machinery tools appliances accessories goods and things for use or sale or for any other purpose of the Company. (vii) To provide and carry on any service and to do anything necessary or convenient in relation to any such service. (viii) To enter into arrangements for joint working in business for sharing profits or for amalgamation with any person or body of persons whether corporate or unincorporated. (ix) To act as agent or trustee for any person or body of persons whether corporate or unincorporated. (x) To promote companies for any purpose whatsoever. (xi) To grant easements licences and other rights and privileges with or without consideration. (xii) To sell the undertaking and all or any of the assets rights goodwill and property of the Company for cash or for stock shares or securities of any other company or for any other consideration. (xiii) To obtain support or oppose any Act or Acts of Parliament or other statutory enactment rule order instrument licence privilege exemption or authority as may seem to the Directors to be expedient in the interests of the Company. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 13 (xiv) To appoint attorneys for and on behalf of the Company and to execute the necessary powers to the said attorneys to act for and in the name and on behalf of the Company and to revoke all or any of such powers and appointments as shall be deemed expedient or advisable. (54) To establish and cause to be kept Branch Registers of shareholders and to open establish and carry on branches and agencies in any part of the world and to regulate and discontinue the same and to procure the Company to be legalised domiciled registered or recognized in any other State country or place. (55) To do all or any of the above things in any part of the world and as principals agents contractors factors trustees or otherwise and by or through trustees agents or otherwise and either alone or in conjunction with others and to appoint attorneys or agents in any part of the world. (56) To do all such other acts and things as the Company may consider incidental or conducive to the attainment of the above objects or any of them. AND it is hereby declared that the intention is that the Company shall have power to do any of the matters herein mentioned (whether in one or more paragraphs) apart from or in addition to any other of the said matters and none of the general or other descriptions given in this Clause shall be limited or restrained by reference to the name of the Company or by reference to matters of the same or some similar kind to those of the Company or by reference to matters of the same or some similar kind to those elsewhere in this Clause mentioned or referred to or be otherwise limited or restrained by any other part of this Clause not containing an express limitation or restraint nor by any inference to be drawn from such other part and so that the objects specified in this Memorandum may be carried out and acted upon in as full and ample a manner and construed in as wide a manner as if each of the paragraphs hereof defined the objects of a separate and independent Company. AND FURTHER the word "Company" in this Memorandum when not applied to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Victoria or elsewhere and whether now existing or hereafter to be formed. III. The liability of the members is limited. IV. The capital of the Company is $10 000 000 divided into 5 000 000 shares of $2 each with power to increase the same and to issue any shares in the original capital or any new capital with any preferential special deferred or qualified rights privileges or conditions attached to them. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 14 ARTICLES OF ASSOCIATION OF ALCOA OF AUSTRALIA (W.A.) LIMITED PRELIMINARY

The Regulations contained in Table "A" in the Fourth Schedule of the Companies Act 1961 shall not apply to the Company.
(1) In these Articles unless there be something in the subject or context inconsistent therewith— "The Act" shall mean the Companies Act 1961 and any reference to the Act or any Section thereof shall be read as though the words "or any statutory modification thereof or any statutory provision substituted therefor" were added to such reference. "These Articles" shall mean these Articles of Association as amended from time to time. "Cable" shall include radiogram or other like means of transmission. "Dividend" shall include bonus. "Holding Company" shall mean a company which is a holding company within the meaning of Section 6 of the Act. "In writing" shall mean written printed or typed or partly written and partly printed or typed and shall include lithography and any other substitute for writing. "Month" shall mean calendar month. "The Office" shall mean the registered office for the time being of the Company. "The Register" shall mean the Register of Members to be kept pursuant to Section 151 of the Act. "Share" shall include stock except where a distinction between stock and shares is expressed or implied. "Special Resolution" shall have the meaning assigned thereto by Section 144 of the Act. "Subsidiary" shall mean a company which is a subsidiary within the meaning of Section 6 of the Act. (2) Words which are given a special meaning by the Act shall have the same meaning in these Articles. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 15 Words importing the singular number only shall include the plural number and vice versa. Words denoting one gender only shall include the other genders. Words importing persons shall include corporations. SHARES 3. Subject to the provisions of these Articles and to Section 17, 59 and 68 of the Act all shares shall be under the control of the Directors who may issue allot place under option or otherwise dispose of the same to such persons for such consideration on such terms and conditions and at par or at a premium or at a discount and at such times and generally in such manner as they think fit. 4. Without prejudice to any special rights previously conferred on the holders of existing shares (and subject to Section 66 of the Act) any share 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 Directors may from time to time determine and any preference shares may (subject to Section 61 of the Act) be issued on the terms that they are or at the option of the Company are liable to be redeemed. 5. So long as the capital of the Company is divided into different classes of shares all or any of the rights and privileges attached to any class may (subject to Section 65 of the Act) be modified commuted affected abrogated dealt with or varied in any way with the consent of the holders of a majority of the issued shares of the class affected. 6. Except as permitted by Section 67 of the Act the Company shall not give any financial assistance for the purpose of or in connection with any purchase of or subscription for shares in the Company or in its Holding Company or in any way purchase deal in or lend money on its own shares. 7. The Directors may in their discretion accept a surrender of shares by way of compromise of any question as to whether or not the same have been validly issued or in any other case where a surrender is within the powers of the Company. Any shares so surrendered may be sold or re-issued in the same manner as forfeited shares. 8. The Company may make arrangements on the issue of shares for a difference between the holders of such shares as to the amount of calls to be paid and the time of payment of such calls. 9. If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalments every such instalment shall when due be paid to the Company by the holder of the share. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 16 10. If two or more persons are registered as joint holders of any share the person first named on the Register in respect of such share shall as regard receipt of dividends service of notices and all or any other matters connected with the Company (except the transfer of shares the right to vote delivery of certificates and liability for calls and instalments) be deemed the sole owner thereof and shall be entitled to give effectual receipts for any dividend payable in respect of such share. 11. Subject to Section 156 of the Act joint holders of a share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such share. 12. Save as provided by Section 156 of the Act or as herein otherwise provided the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not except as ordered by a Court of competent jurisdiction or as by statute required be bound to recognize any equitable or other claim to or interest in such share on the part of any other person. 13. Any registered holder of shares who holds the same as trustee for or otherwise on behalf of or on account of a corporation shall give to the Secretary of the Company notice in writing that he so holds the shares in accordance with Section 156(5) of the Act. 14. Subject to Section 58 of the Act the Company may at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares or debentures of the Company or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares of debentures of the Company. CERTIFICATES 15. The certificates of title to shares shall be under the Common Seal of the Company (or if the Company has a Share Seal as provided in Article 101(b) hereof under that Seal) and subject to Section 92 of the Act shall be in such form as the Directors may from time to time determine. Every member shall be entitled to one certificate for the shares registered in his name or to several certificates each for a part of such shares. The certificate of shares shall be delivered in accordance with Section 99 of the Act and a certificate registered in the names of two or more persons may be delivered to any one of such persons. 16. If any certificate be worn out or defaced then upon production and delivery thereof to the Company the Directors may order the same to be cancelled and may issue a new certificate in lieu thereof and if any certificate be lost or destroyed then upon application to the Company Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 17 by the owner thereof in accordance with the provisions of Section 94 of the Act the Directors shall issue a duplicate certificate in lieu thereof. CALLS 17. The Directors may from time to time (subject to the terms upon which any shares have been or may be issued) make such calls as they think fit upon the members in respect of all moneys unpaid on the shares held by them respectively and may make different calls on different classes of shares and each member shall pay the amount of every call so made on him to the persons and at the times and places appointed by the Directors. A call may be made payable by instalments. 18. Not less than fourteen days' notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid. 19. If any sums payable in respect of any shares either for allotment money instalments calls or otherwise howsoever be not paid on or before the day appointed for payment thereof the holder for the time being of the share in respect of which the same shall be due may be required to pay interest for the same at the rate of Eight per centum per annum from the day appointed for the payment thereof to the time of the actual payment or at such lower rates as the Directors may determine. 20. The Directors may if they think fit receive from any member willing to advance the same all or any part of the money due upon the shares held by him beyond the sums actually called for either as a loan repayable or as a payment in advance of calls and upon the moneys so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate as is agreed upon between the member paying such sum in advance and the Directors, or the Directors may agree with such member that the member may participate in profits upon the amount so paid in advance. FORFEITURE AND LIEN 21. If any member fails to pay any sum payable on or in respect of any shares either for allotment money instalments or calls on or before the day appointed for the payment of the same the Directors may at any time thereafter during such time as the same remains unpaid serve a notice on such member requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 18 22. The notice shall name a day (not being less than fourteen days from the date of the notice) on or before which such sum and such interest and expenses (if any) as aforesaid are to be paid and the place or places where payment is to be made. The notice shall also state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which such sum is payable will be liable to be forfeited. 23. If the requisitions of any such notice as aforesaid are not complied with any shares in respect of which such notice has been given may at any time thereafter before payment of all allotment money calls or instalments interest and expenses (if any) due in respect thereof be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends interest and other moneys payable in respect of the forfeited shares and not actually paid before the forfeiture. 24. Any share so forfeited shall be deemed to be the property of the Company and the Directors may sell re-allot or otherwise dispose of the same in such manner as they think fit and in case of re-allotment with or without any money paid thereon by any former holder thereof being credited as paid up. 25. The Directors may at any time before any share so forfeited shall have been sold re-allotted or otherwise disposed of annul the forfeiture thereof upon such conditions as they think fit. 26. Any member whose shares have been forfeited shall notwithstanding such forfeiture be liable to pay and shall forthwith pay to the Company all sums of money interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon from the time of forfeiture until payment at Eight per centum per annum and the Directors may enforce the payment thereof if they think fit. 27. The Company shall have a first and paramount lien or charge upon all the shares registered in the name of each member (whether solely or jointly with others) for all moneys payable to the Company in respect thereof whether the time for the payment thereof shall have actually arrived or not. Any such lien or charge shall extend to all dividends from time to time declared in respect of such shares and for the purpose of enforcing such lien or charge the Directors may sell the shares subject thereto in such manner as they think fit but no sale shall be made until such time as aforesaid shall have arrived. 28. In the case of a sale or a re-allotment of forfeited shares or of a sale of shares to enforce a lien or charge a certificate in writing under the Seal of the Company that the shares have been duly forfeited re-allotted or sold in accordance with the regulations of the Company shall be sufficient evidence of that fact as against all persons entitled to such Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 19 shares immediately before the forfeiture or sale thereof and such certificate and the receipt of the Company for the price of such shares shall constitute a good title to the same and the purchaser shall be registered as the holder thereof discharged from all calls or other money due in respect thereof prior to such purchase or allotment and he shall not be bound to see to the regularity of the proceedings or to the application of the purchase money or consideration nor shall his title to the shares be affected by any irregularity in the sale forfeiture or re-allotment. The holder of the certificates of any shares so sold shall be bound to deliver the same to the Directors. 29. In the case of a sale to enforce a lien or charge the net proceeds of any such sale shall be applied in or towards satisfaction of the moneys due to the Company and the residue (if any) paid to the previous holder his executors administrators or assigns. 30. Whenever any law for the time being of any country State or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or Government Official to require the Company to make any payment in respect of any shares registered in the name of any member (whether solely or jointly with others) or in respect of any dividends bonuses or other moneys paid or due or payable or which may become due or payable to such member by the Company on or in respect of any shares registered as aforesaid or for or on account or in respect of any member and whether in consequence of— (a) the death of such member; (b) the non-payment of any income tax or other tax by such member; (c) the non-payment of any estate probate succession death stamp or other duty by the executor or administrator of such member or by or out of his estate; (d) any other act or thing; the Company in such case— (i) shall be fully indemnified by such member or his executor or administrator from all liability; (ii) shall have a lien upon the shares registered in the name of such member as aforesaid for all moneys paid by the Company in respect of such shares under or in consequence of any such law; (iii) shall have a lien upon all dividends bonuses and other moneys payable in respect of the shares registered in the name of such member as aforesaid all moneys paid or payable by the Company in respect of such shares or in respect of any dividend bonus or other money as aforesaid thereon or for or on account or in Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 20 respect of such member under or in consequence of any such law together with interest at the rate of Eight per centum per annum thereon from the date of payment to date of repayment and may deduct or set off against any such dividend bonus or other moneys payable as aforesaid any moneys paid or payable by the Company as aforesaid together with interest as aforesaid; (iv) may recover as a debt due from such member or his executor or administrator wherever constituted any moneys paid by the Company under or in consequence of such law and interest thereon at the rate and for the period aforesaid; (v) may if any such money is paid or payable by the Company under any such law as aforesaid refuse to register a transfer of any shares by any such member or his executor or administrator until such money and interest as aforesaid has been set off or deducted as aforesaid or has been otherwise paid to the Company. Nothing herein contained shall prejudice or affect any right or remedy which any such law may confer or purport to confer on the Company and as between the Company and every such member as aforesaid his executor administrator and estate wheresoever constituted or situate any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company. TRANSFER AND TRANSMISSION OF SHARES 31. The instrument of transfer of any share shall be signed both by the transferor and transferee and the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the Register in respect thereof. 32. The instrument of transfer of any share shall be in writing and shall be in such form as the Directors may from time to time prescribe or accept. 33. The Directors may refuse to register any transfer of shares without assigning any reason therefor and their decision shall be absolute. If the Directors refuse to register any transfer the Company shall within two months of the date upon which the transfer was lodged with it send to the transferee notice of the refusal. 34. Every instrument of transfer shall be left at the office for registration accompanied by the certificate of the shares to be transferred and such other evidence if any as the Directors may require to prove the title of the transferor or his right to transfer the shares and Section 98 of the Act shall apply thereto. The Directors may waive the production of any certificate upon evidence satisfactory to them of its loss or destruction. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 21 35. No transfer of shares in the Company shall be made to a subsidiary of the Company. 36. The executors or administrators of a deceased member (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member and Section 95 of the Act shall apply thereto. In case of the death of any one or more of the joint holders of any registered shares the survivor or survivors shall be the only person or persons recognized by the Company as having any title to or interest in such shares. ALTERATIONS IN CAPITAL 37. (1) The Company in General Meeting may from time to time— (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) convert all or any of its paid-up shares into stock and re- convert that stock into paid-up shares of any denomination; (c) subdivide its shares or any of them into shares of smaller amount than is fixed by its Memorandum of Association provided that in any such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share was derived; (d) cancel shares which have not been taken or agreed to be taken by any person or which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled. (2) When any shares have been converted into stock— (a) the several holders of such stock may thenceforth transfer their respective interests therein or any part of such interests in the same manner and subject to the same regulations as and subject to which fully paid up shares in the Company's capital may be transferred or as near thereto as circumstances will admit. But the Directors may from time to time if they think fit fix the minimum amount of stock transferable and direct that fractions of a dollar (or lesser amount) shall not be dealt with but with power nevertheless at their discretion to waive such rules in any particular case; (b) such stock shall confer on the holders thereof respectively the same privileges and advantages as regards participation in the profits and voting at meetings of the Company and for other purposes as would have been conferred by shares Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 22 in the capital of the Company of equal amount and of the same class as the shares from which such stock was converted but so that none of such privileges or advantages except the participation in profits of the Company or in the assets of the Company on a winding up shall be conferred by any such aliquot part of stock as would not if existing in shares have conferred such privileges or advantages. No such conversion shall affect or prejudice any preference or other special privilege attached to the shares so converted. Save as aforesaid all the provisions herein contained shall so far as circumstances will admit apply to stock as well as to shares. (3) The resolution whereby any share is subdivided may determine that as between the holders of the shares resulting from such subdivision one or more of such shares shall have some preference or special advantage as regards dividend capital voting or otherwise as compared with the other or others. 38. The Company may from time to time increase the capital by the creation of new shares of such amount as may be deemed expedient and all the provisions of these Articles shall apply to the shares in the new capital in the same manner in all respects as to the shares in the original capital of the Company. 39. The Company may from time to time by special resolution and subject to Section 64 of the Act reduce its capital in any way. GENERAL MEETINGS 40. A General Meeting of the Company shall be held once in every calendar year succeeding the year of incorporation at such time (not being more than fifteen months after the holding of the last preceding General Meeting or in the case of the first such Meeting eighteen months after the incorporation of the Company) and at such place as may be determined by the Directors. 41. The above-mentioned General Meetings shall be called Annual General Meetings and all other General Meetings shall be called Extraordinary General Meetings. 42. The Directors may whenever they think fit and shall when required under Section 137 of the Act convene an Extraordinary General Meeting of the Company and Section 138(1) of the Act shall not apply. 43. Subject as hereinafter provided when it is proposed to pass a special resolution twenty-one clear days' notice and in any other case seven clear days' notice specifying the place day and hour of meeting and in case of special business the general nature of such business shall Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 23 subject as hereinafter in this Article provided be given by notice sent by post or otherwise served as hereinafter provided PROVIDED THAT when it is so agreed in the case of an Annual General Meeting by all the members entitled to attend and vote thereat and in any other case by a majority in number of the members having the right to attend and vote at any such meeting and holding together not less than ninety-five per centum in nominal value of the shares giving that right any resolution may be proposed and passed at a meeting of which less than the foregoing notice has been given. 44. The accidental omission to give any such notice to or the non-receipt of any such notice by any of the members shall not invalidate any resolution passed at any such Meeting. PROCEEDINGS AT GENERAL MEETINGS 45. The ordinary business of an Annual General Meeting shall be to transact any business which under the Act or these Articles must be transacted at an Annual General Meeting. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special. 46. The quorum for a General Meeting shall be two members present in person or by proxy attorney or representative and entitled to vote and holding or representing in the aggregate not less than fifty per centum of the issued shares of the Company conferring the right to vote at such Meeting. 47. The Chairman of Directors shall be entitled to take the Chair at every General Meeting or if there be no Chairman or if at any Meeting he shall not be present at the time appointed for holding the Meeting the members present shall choose another Director as Chairman and if none of the Directors be present or if all the Directors decline to take the Chair then the members present shall choose one of their number to be Chairman. 48. If within fifteen minutes after the time appointed for the Meeting a quorum is not present the Meeting if convened upon a requisition shall be dissolved but in any other case it shall stand adjourned to the same day in the next week at the same time and place and Section 147 of the Act shall apply. If at such adjourned Meeting a quorum is not present the Meeting shall be dissolved. 49. Every question submitted to a Meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall both on a show of hands and on a poll have a second or casting vote. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 24 50. At any Meeting unless a poll is demanded by the Chairman or by some member or his proxy attorney or representative a declaration by the Chairman that any resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 51. If a poll is demanded as aforesaid it shall be taken in such manner and at such time and place as the Chairman of the Meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded. The demand for a poll may be withdrawn. Section 140(2) of the Act shall apply to votes on a poll. 52. No poll shall be demanded on the election of a Chairman of a Meeting and a poll demanded on any question of adjournment shall be taken at the Meeting and without adjournment. 53. The demand of a poll shall not prevent the continuance of a Meeting for the transaction of any business other than the question on which a poll has been demanded. 54. The Chairman of a General Meeting may with the consent of the Meeting adjourn the same from time to time and place to place but no business shall be transacted at any adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place and Section 147 of the Act shall apply. 55. Minutes of all proceedings of General Meetings shall be kept in accordance with Section 148 of the Act. VOTES OF MEMBERS 56. Subject to any special terms as to voting upon which any shares may be issued or may for the time being be held on a show of hands every member present in person or if a corporation by representative shall have one vote and upon a poll every member present in person by representative or by proxy or attorney shall have one vote for every share held by him. 57. If there be joint holders of any shares one only of such holders shall be entitled to vote in respect of such shares and in case more than one of such joint holders be present at a meeting personally or by proxy attorney or representative the vote of the senior who tenders a vote whether in person or by proxy attorney or representative 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. Several executors or administrators of a Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 25 deceased member in whose name any shares stand shall for the purposes of this Article be deemed joint holders thereof. 58. Votes may be given either personally or by proxy or attorney or in the case of a corporation by a representative duly authorized as hereinafter mentioned. 59. Any corporation being a member and entitled to vote may exercise the right conferred by Section 140(3) of the Act and authorize any person to act as its representative at any or all General Meetings of the Company and such representative shall be entitled to exercise at such meeting or meetings the same powers in respect of the shares held by such corporation as if he were the registered holder thereof and Section 140(4) of the Act shall apply. 60. A proxy may be appointed by instrument in writing under the hand of the appointor or his attorney or if such appointor is a corporation under its Common Seal or the hand of its attorney but appointment by letter telegram or cable to the satisfaction of the Directors shall be sufficient. 61. The instrument letter telegram or cable appointing a proxy and the power of attorney (if any) under which it is signed or proof thereof to the satisfaction of the Directors shall be deposited at the office before the time for holding the meeting or adjourned meeting at which the proxy proposes to vote. 62. The instrument letter telegram or cable appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll and Section 139(2) of the Act shall apply. 63. A vote given in accordance with the terms of any instrument letter telegram or cable appointing a proxy or representative or of any power of attorney shall be valid notwithstanding the previous death of the principal or revocation of the proxy authority or power of attorney or transfer of the shares in respect of which the vote is given provided no intimation in writing of the death revocation or transfer shall have been received at the office before the meeting. 64. Any member may by power of attorney duly executed in the presence of one witness at least appoint an attorney to act on his behalf at all meetings of the Company and such power of attorney or proof thereof to the satisfaction of the Directors shall before the attorney shall be entitled to act thereunder be produced for inspection at the office together with such evidence of the due execution thereof as the Directors may require and such attorney may be authorized to appoint a proxy for the member granting the power of attorney. 65. No member shall be entitled to be present or vote either personally or otherwise at any General Meeting unless all calls presently payable by him in respect of his shares in the Company have been paid. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 26 DIRECTORS 66. Until otherwise determined by the Company in General Meeting the number of Directors shall not be less than three nor more than five. 67. The Directors or the Company in General Meeting by resolution or any member or members holding a majority of the issued shares of the Company by writing delivered to the Company may at any time and from time to time appoint any person to be Director of the Company either to fill a casual vacancy or as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number for the time being fixed. 68. No qualification in shares shall be required by a Director for acting as such. 69. The Directors shall subject to Section 128 of the Act be entitled to be paid out of the funds of the Company such remuneration for their services as may from time to time be fixed by the Company in General Meeting and such remuneration shall be divided among them in such proportions and manner as the Directors may from time to time determine and in default of agreement in equal proportions. The Directors shall also be entitled to be paid such reasonable travelling hotel and other expenses as may be incurred by them in consequence of their attendance at meetings of the Directors or of the Company or whilst otherwise engaged on the business of the Company. 70. If any Director being willing shall be called upon to perform extra services or to make any special exertions in going abroad or otherwise for any of the purposes of the Company the Company may remunerate the Director for so doing either by a fixed sum or by a percentage of profits or otherwise as may be determined by the Directors and such remuneration may be either in addition to or in substitution for his share in the remuneration above provided. 71. No loan shall be made by the Company to a Director of the Company or to a Director of a related company as specified in Section 125 of the Act except as provided by the said Section. 72. The continuing Directors may act notwithstanding any vacancy in their body but so that if their number falls below the minimum for the time being fixed the Directors shall not except for the purpose of filling up vacancies or convening General Meetings act so long as their number is below the minimum. 73. The Directors for the time being shall continue to hold office subject only to Articles 74 and 75 hereof. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 27 74. The office of the Director shall ipso facto be vacated— (a) if by notice in writing he resign his office; (b) if he become bankrupt or suspend payment or compound with his creditors; (c) if he be found lunatic or become of unsound mind; (d) if he absent himself from the meetings of Directors during a period of three consecutive months without special leave of absence from the Board and the other Directors unanimously resolve that his office be vacated; (e) if he is convicted of any offence referred to in paragraphs (a) (b) and (c) of sub-section (1) of Section 122 of the Act or of an offence under that sub-section. 75. The Company in General Meeting by resolution or any member or members holding a majority of the issued shares of the Company by writing delivered to the Company may at any time and from time to time remove any Director from office and if thought fit appoint another person in his stead. 76. No Director shall be disqualified by his office from holding any office or place of profit under the Company or any company in which this Company is a shareholder or otherwise interested or from contracting with the Company either as vendor purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided nor shall any Director be liable to account to the Company for any profit arising from such office or place of profit or realized by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established. 77. (a) A Director may vote in respect of any contract or arrangement in which he is interested as aforesaid but it shall be his duty to declare the nature of his interest in the manner required by Section 123 of the Act and it shall also be the duty of a Director who holds any office or possesses any property whereby whether directly or indirectly duties or interests might be created in conflict with his duties or interests as a Director of the Company to declare the nature character and extent of the conflict in accordance with Section 123 of the Act. (b) It shall be the duty of the Secretary to record in the Minutes of the Meeting any declarations made or notices given by a Director as aforesaid. (c) It shall be the duty of each Director to comply with Sections 124 and 127 of the Act at all times. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 28 MANAGING DIRECTORS 78. The Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors of the Company either for a fixed period or without any limitation as to the period for which such Managing Director or Managing Directors is or are to hold office and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and if thought fit appoint another or others in his or their stead. 79. A Managing Director shall (subject to the provisions of any contract between him and the Company) be subject to the same provisions as to resignation and removal as the other Directors of the Company and if he cease to hold the office of Director for any cause whatever he shall ipso facto and immediately cease to be a Managing Director. 80. The remuneration of a Managing Director shall be fixed by the Directors and may be by way of salary bonus percentage of profits or otherwise as the Directors may from time to time determine. 81. The Directors may from time to time entrust to and confer upon the Managing Director or Managing Directors for the time being or any or either of them such of the powers exercisable under the Articles of Association by the Directors as they may think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and which such restrictions as they think expedient and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf and may from time to time revoke withdraw alter or vary all or any of such powers. PROCEEDINGS OF DIRECTORS 82. The Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit and determine the quorum necessary for the transaction of business and until otherwise determined two Directors shall be a quorum. 83. A Director may at any time and the Secretary upon the request of a Director shall summon a meeting of the Directors. 84. Questions arising at any meeting shall be decided by a majority of votes and in case of an equality of votes the Chairman shall have a second or casting vote. 85. The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office but if no Chairman is elected or if at any meeting the Chairman is not present at the time appointed Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 29 for holding the same the Directors present shall choose one of their number to be Chairman of such meeting. 86. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities powers and discretions by or under the Articles of Association of the Company for the time being vested in or exercisable by the Directors generally. 87. A resolution in writing signed by all the Directors shall have the same force and effect as a resolution passed at a meeting of Directors notwithstanding that such resolution shall not have been passed at a meeting of Directors. 88. The Directors may by resolution power of attorney or writing delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committees so formed or so appointed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Directors. 89. The meeting and proceedings of any committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same are applicable thereto and not superseded by any regulations made by the Directors under the last preceding Article. 90. All acts done at any meeting of the Directors or by a committee of Directors or by any person acting as a Director shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director. 91. Minutes of all proceedings at meetings of the Directors shall be kept in accordance with Section 148 of the Act. ALTERNATES 92. Any Director may from time to time appoint any person approved for the purpose by the Directors to act as his Alternate during his absence from the place where the meetings are held or inability for any other reason to act as such Director and on such appointment being made the Alternate shall (except as regards remuneration) be subject in all respects to the terms and conditions existing with reference to the other Directors and each Alternate while so acting shall exercise and discharge all the powers and duties of the Director he represents and shall alone be responsible to the Company for his own acts and defaults. A Director may at any time revoke the appointment of any Alternate appointed by him and if for any reason such Director shall Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 30 cease to be a Director then the person appointed by him shall thereupon cease to have any power or authority as Alternate. An Alternate shall look for his remuneration to the Director appointing him and not to the Company but shall be entitled to be paid such reasonable travelling hotel and other expenses as may be incurred by him in consequence of his attendance at meetings of the Directors or of the Company or whilst otherwise engaged on the business of the Company. Any appointment or revocation under this Article shall be effected by notice in writing given to the Company. An Alternate shall not require any share qualification. ASSOCIATE DIRECTORS 93. The Directors may at any time and from time to time appoint any persons to be Associate Directors and at any time remove from office any person so appointed. The Directors may define and limit the powers and duties of such Associate Directors and may determine their remuneration for such services but so that such remuneration shall not be by way of a commission on or a percentage of profits or turnover. An Associate Director as such shall not— (a) be a member of the Board of Directors and shall only be entitled to attend at meetings of the Board by invitation; (b) be reckoned in a quorum for any meeting of the Board; (c) be entitled to vote at any such meeting. POWERS OF DIRECTORS 94. The management of the business of the Company shall be vested in the Directors and the Directors may exercise all such powers and do all such acts and things as the Company is by its Memorandum of Association or otherwise authorized to exercise and do and are not hereby or by statute directed or required to be exercised or done by the Company in General Meeting but subject nevertheless to the provisions of the Act and of these Articles and to any regulations not being inconsistent with these Articles from time to time made by the Company in General Meeting; provided that no such regulation shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. 95. The Directors may from time to time at their discretion borrow or raise any sum or sums of money for the purpose of the Company and may secure the repayment of such sum or sums or any debts liabilities contracts or obligations incurred or undertaken by the Company in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds perpetual or redeemable debentures or debenture stock or any mortgage charge or Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 31 other security on the undertaking or the whole or any part of the property of the Company both present and future including its uncalled capital for the time being. LOCAL MANAGEMENT 96. The Directors may from time to time provide for the management and transaction of the affairs of the Company in any specified locality whether in or outside the State of Victoria in such manner as they think fit and the provisions contained in the four next following Articles shall be without prejudice to the general powers conferred by this Article. 97. The Directors from time to time and at any time may establish any local boards or agencies for managing any of the affairs of the Company in any such specified locality and may appoint any persons to be members of such local board or any managers or agents and may fix their remuneration. And the Directors from time to time and at any time may delegate to any person so appointed any of the powers authorities and discretions for the time being vested in the Directors other than the power of making calls and may authorize the members for the time being of any such local board or any of them to fill up any vacancies therein and to act notwithstanding vacancies; and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation. 98. The Directors may at any time and from time to time by power of attorney under the Company's Seal appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as the Directors may from time to time think fit; and any such appointment may (if the Directors think fit) be made in favour of the members or any of the members of any local board established as aforesaid or in favour of any company or of the members directors nominees or managers of any such company or firm or in favour of any fluctuating body of persons whether nominated directly or indirectly by the Directors; and any such powers of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney or attorneys as the Directors may think fit. 99. (a) Any such delegates or attorneys as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers authorities and discretions for the time being vested in them. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 32 (b) The provisions of this and the preceding two Articles shall be supplemental to the powers conferred on the Company by Section 35(3) of the Act. 100. The Company may exercise the powers conferred by Section 157 of the Act and may cause to be kept in any place outside Victoria a Branch Register of members. The Directors may subject to the provisions of Section 157 of the Act make from time to time such provisions as they think fit respecting the keeping of any such Branch Register and the transfer of shares to on or from any such Branch Register and may comply with the requirements of any local law. SEALS 101. (a) The Directors shall provide for the safe custody of the Common Seal and such Seal shall never be used except by the authority of the Directors. The affixing of the Common Seal to any documents shall be attested by one Director and the Secretary or in such other manner as the Directors may from time to time determine (including the use of facsimile signatures if they so determine). (b) The Company may exercise the power conferred by Section 93 of the Act and have a duplicate Common Seal which shall be a facsimile of the Common Seal of the Company with the addition on its face of the words "Share Seal". The Share Seal shall only be used in sealing Share Certificates of the Company and shall be used and affixed in like manner to the Common Seal of the Company. (c) The Company may exercise the power conferred by Section 35(5) of the Act and have for use in any place outside Victoria an Official Seal which shall be a facsimile of the Common Seal of the Company with the addition on its face of the name of every place where it is to be used. The person affixing any such Official Seal shall in writing under his hand certify on the instrument to which it is affixed the date on which and the place at which it is affixed. CHEQUES, BILLS, ETC. 102. All cheques bills of exchange promissory notes and other negotiable instruments shall be signed drawn accepted made or endorsed as the case may be for and on behalf of the Company in such manner as the Directors may from time to time determine (including use of facsimile signatures if they so determine). Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 33 RESERVE FUND 103. Before declaring any dividend the Directors may set aside out of the profits of the Company such sums as they think proper as a Reserve Fund to meet depreciation or contingencies or for equalizing dividends or for paying a dividend if the profits shall be insufficient for that purpose or if there shall be no profits or for repairing or improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company and the Directors may invest the several sums so set aside upon such investments and securities (other than shares of the Company) as they may think fit or they may place the same or any part thereof either upon deposit or at call at interest with any Bank or Banking Institution or with any corporation receiving money on deposit and may from time to time deal with and vary any such investments and securities and dispose of all or any part thereof for the benefit of the Company and may divide the Reserve Fund into such Special Funds as they may think fit with full power to employ the assets constituting the Reserve Fund in the business of the Company and that without being bound to keep the same separate from the other assets. DIVIDENDS 104. Subject to the provisions of the last preceding Article as to Reserve Fund and to the rights of members entitled to any shares having any preferential special or qualified rights attached thereto the profits (if any) of the Company shall be divisible among the members in proportion to the amounts paid up on the shares held by them respectively (and notwithstanding that a larger amount is paid up on some shares than on others) provided that where capital is paid up in advance of calls on the footing that the same shall carry interest such capital shall not whilst carrying interest confer a right to participate in profits. 105. The Director may from time to time declare a dividend or interim dividend to be paid to the members according to their rights and interests in the profits. 106. No dividend shall be payable except out of the profits of the Company and no dividend shall carry interest as against the Company. The declaration of the Directors as to the amount of the net profits shall be conclusive. 107. Unless forbidden by the member concerned to use the post for the purpose any dividends may be paid by cheque or warrant sent through the post to the registered address of the member entitled or in the case of joint holders to that one whose name stands first on the Register in Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 34 respect of the joint holding and every cheque so sent may be made payable to the order of the person to whom it is sent and shall be at his risk. 108. The Directors may— (a) capitalize any sum or sums representing undivided profits (including any profits standing to the credit of any Reserve or Reserves) and distribute the same amongst such of the members as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such members in paying up in full either at par or at such premium as the Directors may provide any unissued shares of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued shares and that such distribution or payment shall be accepted by such members in full satisfaction of their respective rights and interests in the sum or sums so capitalised: (b) resolve that any moneys standing to the credit of any shares premiums account be applied— (i) in paying up unissued shares to be issued to shareholders of the Company as fully paid bonus shares; (ii) in paying up in whole or in part the balance unpaid on shares previously issued to shareholders of the Company; (iii) in the payment of dividends if such dividends are satisfied by the issue of shares to shareholders of the Company; (iv) in writing of— (aa) the preliminary expenses of the Company; or (bb) the expenses of or the commission or brokerage paid or discount allowed on any issue of shares or debentures of the Company; or (v) in providing for the premium payable on redemption of debentures or redeemable preference shares; (c) pay any dividend by the distribution of specific assets and in particular of paid up shares debentures or debenture stock of the Company or paid up shares debentures or debenture stock of any other company or in any one or more of such ways. 109. For the purpose of giving effect to this Article the Directors may whenever any difficulty arises in regard to the distribution settle the same as they think expedient and in particular may issue fractional certificates or make partial payments in cash and may fix the value for Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 35 distribution of specific assets or any part thereof and may determine that cash payments be made to or by any member upon the fitting of the value so fixed in order to adjust the rights of all parties and may vest any shares debentures debenture stock or specific assets in trustees upon trust for the persons entitled thereto as may seem expedient. 109A. All dividends unclaimed shall be dealt with in accordance with the Unclaimed Moneys Act 1962. ACCOUNTS 110. The Directors shall cause to be kept proper books of account in which shall be kept full true and complete accounts of the affairs and transactions of the Company. 111. The books of account shall be kept in accordance with Section 161 of the Act and shall at all times be open to inspection by the Directors. 112. The Directors shall from time to time (subject to the provisions of Section 161 of the Act) determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of the members; and no member (not being a Director) shall have any right of inspecting any accounts or book or document of the Company except as conferred by statute or authorized by the Directors or by a resolution of the Company in General Meeting. 113. At a General Meeting in each year the Directors shall lay before the Company a Balance Sheet Profit and Loss Account and Statutory Declaration and Reports thereon as required by Section 162 of the Act made up to a date as near the day of the meeting as can conveniently be fixed and being not more than six months prior thereto and such documents shall prior to each such General Meeting be sent to all persons entitled to receive them in accordance with Section 163 of the Act. AUDIT 114. Unless in accordance with Section 165(10) of the Act (if applicable to the Company) an Auditor need not be appointed in any year the Company shall comply with Section 165(1) or (2) of the Act in each year and the eligibility appointment removal remuneration rights and duties of any auditor appointed thereunder shall be regulated by Sections 9, 165 and 167 of the Act. Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 36 NOTICES 115. A notice may be served by the Company upon any member either personally or by sending it by prepaid post telegram telex or cablegram addressed to such member at his registered place of address. If any such place of address is not within the State of Victoria all notices shall be sent by airmail telegram telex or cablegram. 116. Each holder of registered shares whose registered place of address is not in the State of Victoria may from time to time notify in writing to the Company an address in the State of Victoria which shall be deemed his registered place of address within the meaning of the last preceding Article. 117. All notices with respect to any shares to which persons are jointly entitled shall be given to whichever of such persons is named first in the Register and notice so given shall be sufficient notice to all the holders of such shares. 118. Any notice sent shall be deemed to have been served on such day following that on which it is remitted as is set out hereunder— (1) if by ordinary post to an address within the State of Victoria or by telegram telex or cablegram to any address—the day following: (2) if by airmail to an address outside the State of Victoria and within the Commonwealth of Australia—the third day following: (3) if by airmail to an address outside the Commonwealth of Australia—the fifth day following: In proving such service a certificate in writing signed by any officer of the Company stating that the notice was duly remitted shall be conclusive evidence thereof. 119. Every person who by operation of law transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which previously to his name and address being entered on the Register shall be duly given to the person from whom he derives his title to such share. 120. Any notice or document sent to any member in pursuance of these Articles shall notwithstanding such member be then deceased and whether or not the Company have notice of his decease be deemed to have been duly served in respect of any shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his heirs executors or Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 37 administrators and all persons if any jointly interested with him in any such share. 121. The signature to any notice to be given by the Company may be written or printed. WINDING UP (1) If the Company shall be wound up whether voluntarily or otherwise the liquidators may with the sanction of a special resolution divide among the contributories in specie or kind any part of the assets of the Company and may with the like sanction vest any part of the assets of the Company in trustees upon such trusts for the benefit of the contributories or any of them as the liquidators with the like sanction shall think fit. (2) If thought expedient any such division or vesting may be otherwise than in accordance with the legal rights of the contributories and in particular any class may be given preferential or special rights or may be excluded altogether or in part; but in case any division or vesting otherwise than in accordance with the legal rights of the contributories shall be determined on any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights as if such determination were a special resolution passed pursuant to Section 270 of the Act. INDEMNITY 122. Every officer of the Company or any person (whether an officer of the Company or not) employed by the Company as Auditor shall be indemnified out of the funds of the Company against all liability incurred by him as such officer or Auditor in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application in relation thereto under Section 365 of the Act in which relief is granted to him by the Court. ═══════════════ Sch.

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 38 ENDNOTES

General Information The Alcoa of Australia (W.A.) N.L. Act 1971 was assented to on 27 April 1971 and came into operation on 27 April 1971. Endnotes

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 39 2. Table of Amendments This Version incorporates amendments made to the Alcoa of Australia (W.A.) N.L. Act 1971 by Acts and subordinate instruments. ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Corporations (Consequential Amendments) Act 2001, No. 44/2001 Assent Date: 27.6.01 Commencement Date: S. 3(Sch. item 5) on 15.7.01: s. 2 Current State: This information relates only to the provision/s amending the Alcoa of Australia (W.A.) N.L. Act 1971 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Endnotes

Victorian Legislation Parliamentary DocumentsAct No. 8114/1971 Alcoa of Australia (W.A.) N.L. Act 1971 40 3. Explanatory Details No entries at date of publication. Endnotes

Alcoa of Australia (W.A.) N.L. Act 1971

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Alcoa of Australia (W.A.) N.L. Act 1971

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1 Alcoa of Australia (W.A.) N.L. Act 1971

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