7 Qantas’ articles of association to include certain provisions
(1) The articles of association of Qantas must, on and from the day on which Qantas first becomes aware that a person, other than the Commonwealth or a nominee of the Commonwealth, has acquired voting shares in Qantas:
(a) impose restrictions on the issue and ownership (including joint ownership) of shares in Qantas so as to prevent foreign persons having relevant interests in shares in Qantas that represent, in total, more than 49% of the total value of the issued share capital of Qantas; and
(c) impose restrictions on the counting of votes in respect of the appointment, replacement and removal of a director of Qantas so as to prevent the votes attaching to all substantial foreign shareholdings being counted in respect of the appointment, replacement or removal of more than one‑third of the directors of Qantas who hold office, at any particular time; and
(d) confer the following powers on the directors of Qantas to enable the directors to enforce the restrictions referred to in paragraphs (a) and (c):
(i) the power to do anything necessary to effect the transfer of shares held by a person;
(ii) the power to remove or limit the right of a person to exercise voting rights attached to voting shares;
(iii) the power to end the appointment of a person to the office of director of Qantas; and
(e) prohibit Qantas from taking any action to bring about a change of its company name to a name that does not include the expression “Qantas”; and
(f) prohibit Qantas from conducting scheduled international air transport passenger services under a name other than:
(i) its company name; or
(ii) a registered business name that includes the expression “Qantas”; and
(g) require that the head office of Qantas always be located in Australia; and
(h) require that of the facilities, taken in aggregate, which are used by Qantas in the provision of scheduled international air transport services (for example, facilities for the maintenance and housing of aircraft, catering, flight operations, training and administration), the facilities located in Australia, when compared with those located in any other country, must represent the principal operational centre for Qantas; and
(i) require that, at all times, at least two‑thirds of the directors of Qantas are to be Australian citizens; and
(j) require that, at a meeting of the board of directors of Qantas, the director presiding at the meeting (however described) must be an Australian citizen; and
(k) prohibit Qantas, at all times, from taking any action to become incorporated outside Australia.
(2) For the purposes of this section, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share for the purposes of the Corporations Act 2001 if paragraph 608(3)(a) of that Act were disregarded.
(3) For the purposes of this section, the question whether a person who is not an Australian citizen is ordinarily resident in Australia at a particular time is to be determined in the same manner as that question is determined under the Foreign Acquisitions and Takeovers Act 1975.
(4) For the purposes of this section, a reference to a substantial foreign shareholding is a reference to a shareholding of 15% or more of the voting shares in Qantas in which a particular foreign person has a relevant interest.
(5) Qantas must publish a notice in the Gazette specifying the day on which Qantas first becomes aware that a person, other than the Commonwealth or a nominee of the Commonwealth, has acquired voting shares in Qantas.
(6) A notice under subsection (5) must be published within 14 days of the specified day.
(7) In this section:
aircraft means any machine or craft that can derive support in the atmosphere from the reactions of the air.
air service means a service of providing air transportation of people or goods, or both people and goods, by:
(a) regular public transport operation; or
(b) charter operation.
another country includes any region:
(a) that is part of a foreign country; or
(b) that is under the protection of a foreign country; or
(c) for whose international relations a foreign country is responsible.
Australian international airline means an international airline (other than Qantas) that may be permitted to carry people or goods, or both people and goods, under a bilateral arrangement as an airline designated by Australia to operate a scheduled international air service.
Australian person means:
(a) an individual who is an Australian citizen or is ordinarily resident in Australia; or
(b) the Commonwealth, a State or a Territory; or
(c) a person who is a nominee of the Commonwealth or of a State or a Territory; or
(d) a Commonwealth, State or Territory authority; or
(e) a person who is a nominee of a Commonwealth, State or Territory authority; or
(f) a local government body (whether incorporated or not) formed by or under a law of a State or a Territory; or
(g) a person who is a nominee of a local government body referred to in paragraph (f); or
(h) a body corporate that:
(i) is incorporated by or under a law of the Commonwealth or of a State or a Territory; and
(ii) is substantially owned and effectively controlled by persons referred to in paragraph (a), (b), (c), (d), (e), (f), (g) or (i); or
(i) a person in the capacity of a trustee, or manager, of a fund in which the total interests (if any) of persons referred to in paragraph (a), (b), (c), (d), (e), (f), (g) or (h) represent 60% or more of the total interests in the fund.
Australian territory means:
(a) the territory of Australia and of every external Territory; and
(b) the territorial sea of Australia and of every external Territory; and
(c) the air space over any such territory or sea.
bilateral arrangement means an agreement or arrangement between:
(a) Australia, or an entity or organisation nominated or otherwise similarly authorised by Australia to enter into the agreement or arrangement; and
(b) another country;
under which the carriage by air of people or goods, or both people and goods, between Australia and the other country is permitted.
charter operation means an operation of an aircraft for the purpose of:
(a) a service of providing air transportation of people or goods, or both people and goods, that:
(i) is provided for a fee payable by persons using the service; and
(ii) is not available to the general public on a regular basis;
whether or not the service is conducted in accordance with fixed schedules to or from fixed terminals over specific routes; or
(b) a service of providing air transportation of people or goods, or both people and goods, that:
(i) is provided for a fee payable by persons using the service; and
(ii) is available to the general public on a regular basis; and
(iii) is not conducted in accordance with fixed schedules to or from fixed terminals over specific routes; or
(c) a service of providing air transportation of people or goods, or both people and goods, that:
(i) is not provided for a fee payable by persons using the service; and
(ii) is conducted in accordance with fixed schedules to or from fixed terminals over specific routes; and
(iii) is not available to the general public.
company name, in relation to Qantas, has the same meaning as in the Corporations Act 2001.
foreign airline means an air transport enterprise other than:
(a) an Australian international airline; or
(b) Qantas; or
(c) an air transport enterprise offering or operating an air service solely within Australian territory.
foreign person means:
(a) a foreign airline; or
(b) a person (other than a foreign airline) who is not an Australian person.
head office, in relation to Qantas, means the place of business of Qantas where central management and control are exercised.
international airline means an air transport enterprise offering or operating an international air service.
international air service means an air service provided by means of a flight:
(a) from a place within Australia to a place outside Australia; or
(b) from a place outside Australia to a place within Australia.
registered business name means a name that is registered under a law of a State or Territory that relates to the registration of business names on the Business Names Register established and maintained under section 22 of the Business Names Registration Act 2011.
regular public transport operation means an operation of an aircraft for the purpose of an air service that:
(a) is provided for a fee payable by persons using the service; and
(b) is conducted in accordance with fixed schedules to or from fixed terminals over specific routes; and
(c) is available to the general public on a regular basis.