\ COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION i Will | PATH SPIRIT LINTED COMPANIES HOUSE INTERPRETATION 1 “The regulations contained or incorporated in Table A in the Schedule to The Companies (Tables A to F) Regulations 1985 shall not apply to the Company. 2 Jn these’Articles the following words and expressions shall have the following meanings: “Approved Successor Director’ means a Senior Family Successof or a Senor Non Family Successor, "Approved Successor Member" has the meaning set out in Article 5; ‘the’Act” means the Companies Act 2006; “thiese Articles’ means these articles of association of the Company; “clear days" in relation to a period of a notice means that period excluding the day when the notice is deemed to be received (or, if earlier, received) and the day of the meeting; “Code” means the United States of America internal Revenue Code of 1986, as amended, and as interpreted by the United States of America Treasury Regulations. thereunder, any provisions amending thereof, supplemental thereto or substituted therefore; “communication” means the same as in the Electronic Communications Act 2000; rectors" means all of the Senior Family Directors, Senior Non-Family Directors, Junior Family Directors and Junior Non-Family Directors as are serving from time to time; 2000; executed’ includes any mode of execution; lectronic communication” means the same as in the Electronic Communications Act “Family Directors means all of the Senior Family Directors and Junior Family Directors as are serving from time to time; “Family Members” means members of the Karishaj Family; MAAH\73000485 3“Governance Principles” means any governance principles issued from time to time by the trustees of the Legacy Trusts to the Karlshaj Family; “Heritage Discretionary Settlement’ means the trust established under a declaration of trust made by The Heritage Trust Company Limited dated 15 August 2014 and known as The Heritage Discretionary Settlement; “Junior Family Director’ means a director who is a member of the Karishoj Family and who is appointed for a term of three years under the provisions of Articles 35, 36 and 37; “Junior Non-Family Director” means a director who is not a member of the Karishaj Family and who is appointed for a term of three years under Articles 36, 36 and 37; “Karlshoj Family” means the children and remoter issue of Poul Gunnar Karishoj: “Kattegat Trust” means the charitable trust established under a declaration of trust made between The Kattegat Trust Company Limited and Kattegat Private Trustees (Bermuda) Limited dated 28 June 2007 and known as the Kattegat Trust; ‘Legacy Trusts’ means the Kattegat Trust, the TK Foundation, the Heritage Discretionary Settlement and the Viking Trust; “Lund Purpose Trust’ means 2 non-charitable purpose trust established under 2 declaration of trust made by Fiduciary Partners Trust Company Ltd dated 27 March 2008 and known as the Lund Purpose Trust; Non-Family Directors” means allio the»SenionNon-Family Directorsiand JunionNon- Family Directors as are Serving from time to time; "office" means the registered office of the Company; “the seal" means the common seal of the Company; secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary, "Senior Family Director’ means a director who is a member of the Karlshaj Family and who is appointed for an indefinite term under the provisions of Articles 36 and 36; ‘Senior Non-Family Director’ means a director who is not a member of the Karlshaj Family and who is appointed for an indefinite term under the provisions of Articles 35 and 36; “tax resident” means a person who is subject to income taxation in a particular jurisdiction whether by reason of being a resident or citizen of that jurisdiction or for any other reason whatsoever, “Teekay Corporation” means the Teekay Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands with principal office at 4 Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton HM 08, Bermuda, “TK Foundation” means the charitable trust established under a declaration of trust made by The TK Trust Company Limited dated 2 December 2002 and known as The TK Foundation or any successor thereof, “the United Kingdom" means Great Britain and Northern Ireland; WAAH73090405.334 32 “United States distribution” means any distribution or distributions made by the trustees of any trust of which the Company acts as protector, enforcer or is otherwise involved to or for the benefit of any United States person or the trustees of any trust of Which United States persons are included within the beneficial ciass, other than a distribution or distributions made to a charitable organisation registered as an exempt non-profit organisation under Section 501(c)(3) of the Code that allows for federal tax exemption in the United States of America, United States person” shall have the meaning ascribed to it in section 7701(a)(30) of the Code; and ‘Viking Trust’ means the trust established under a declaration of trust made by The Kattegat Trust Company Limited dated 2 December 2002 and known as The Viking Trust, Save as expressly provided otherwise in these Articles: words or expressions contained in these regulations bear the same meaning as in the Act, and any reference to any statutory provision (including subordinate legislation) shall be deemed to include a reference to each and every statutory amendment, modification, re-enactment and extension thereof for the time being in force, MEMBERS ‘The-subscribers to the memorandum of association of the Company and such other petsonsyjas.are admitted toymembership\in accordancenwith these"Asticles shall be members of the(Company, Evety person who is appointed @ Senior Family Director of the Company shall, unless he is a subscriber to the memorandum of association of the ‘Company, within 30 days of such appointment deliver to the Company an application for ‘membership in such form as the directors reasonably require, executed by him, and upon_receipt of any such application the directors shall forthwith register him as a member of the Company. Each member (a "No! 1g Member’) may at any time and from time to time give written notice to the Company nominating a person to become a member in his place if he Should resign or withdraw his membership for any reason. As soon as reasonably practicable following receipt of such notice (and at the latest at the next general meeting), the members shall vote on a resolution to approve such successor. If a majority of members (by number) vote in favour of that resolution, such successor shall be an “Approved Successor Member” for the purposes of these Articles, but shall cease to be an Approved Successor Member in circumstances where the Nominating Member subsequently nominates a different person to be his successor and such person is approved as an Approved Successor Member. No person may be admitted as a member of the Company unless that person, if requested to do so, provides to the Company, within 30 days of the date on which that person is nominated as a member, a signed written acknowledgement of any ‘Governance Principles in such form as a majority of the members (by number) shall specify. ‘A member may at any time withdraw from the Company by giving not less than 60 days’ ‘notice to the Company. Membership shall not be transferable and shall automatically cease on death or upon the unanimous resolution of the members of the Company (for which purpose the member that is the subject of such resolution shall not be entitled to vote) to expel a member in accordance with Article 8 ‘The members may resolve by unanimous resolution (for which purpose the member that is the subject of the resolution shall not be entitled to vote) to expel any member 3 MAAH\73090406.310 " 2 wy 42.2 13 14 15 (‘expelled member’) without notice and for any reason whatsoever. Any member who is the subject of such a resolution shall be given the opportunity to make representations to the other members. Following a resolution to expel a member being passed in accordance with this Article 8, there shall be no right of appeal and the expelled member shall be removed from the register of members GENERAL MEETINGS ‘The directors may call general meetings and on the requisition of members pursuant to the provisions of the Act shall forthwith proceed to convene a general meeting in accordance with the provisions of the Act. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting NOTICE OF GENERAL MEETINGS General meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if itis so agreed by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety per ent of the total voting rights at the meeting of all the members. ‘The notice shall specify the time and place of the meeting and the general nature of the business to be transacted The notice shall be given to all the members and to the directors and auditors (if any) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting PROCEEDINGS AT GENERAL MEETINGS No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Two members being present in person or by proxy or representative shall constitute a quorum save that in respect of any business to be transacted which is related to or connected with ‘fy bank or financial account of the Company, or any United States distribution) the quoflifh shallbe any two members, neither of whomiis 4 United States person. Wesuch 2 quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall ‘stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine, The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the members present shall elect one of their number to be chairman and, if there is only one member present and wiling to act, he shail be chairman. The chairman may, with the consent of a meeting at which a quorum is present (and shall if s0 directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting Is adjourned for fourteen days or more, 4 MAAHI73090405.316 7 18 19 20 20.1 20.2 2 22 23 24 24.4 24.2 at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice. A resolution put to the vote of a meeting shall be decided on a poll A poll shall be taken forthwith, in such manner as the chairman directs. The result of the poll shall be dectared as soon as reasonably practicable following the poll and shall be deemed to be the resolution of the meeting. VOTES OF MEMBERS Subject to Article 19, on a poll every member present in person or by proxy shall have one vote. Notwithstanding any other provision of these Articles, on any resolution to remove a director or to amend Article 5, Article 27, Article 31, Article 32, Article 34, Article 35, Article 38.5, Article 38.7, Article 39 or this Article 19, on a poll those members present in person or by proxy who vote against such resolution shall together have such number of votes as is equal to one more vote than the total number of votes cast in favour of such resolution Notwithstanding any other provision of these Articles, a member who is a United States person shall not be entitled to vote on any matter which is related to or connected with: any bank or financial account of the Company: or any United States distribution Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not ‘disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive, ‘The/appointment of 2 proxy shall be executed by of'on behalf ofithe appointor and shall be in such formas the directors require. ‘The appointment off proxy and any authority under which itis exeduted ora copy of such authority certified notarially or in some other way approved by the directors may: isthe case of an instrument in writing be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications: ())_ inthe notice convening the meeting, or (ii) in any instrument of proxy sent out by the Company in relation to the meeting, or NWAAHi73090685.325 26 2 29 30 (iil) in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting, be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote; and an appointment of proxy which is not deposited, delivered or received in a manner 80 permitted shall be invalid In this regulation and the next, ‘address’, in relation to electronic communications, includes any number or address used for the purposes of such communications, A vote given by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting Unless notice of the determination was received by the Company at the office or at such other place at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given. NUMBER OF DIRECTORS Unless otherwise determined by special resolution, the number of directors shall be no less than three. At all times there must be no less than one Senior Family Director and one Non-Family Director. At no time shall a majority of the directors be tax resident in a single jurisdiction (other than the United Kingdom, to which this restriction shall not apply) unless professional advice has been obtained in the relevant jurisdiction confirming to the Satisfaction of the directors that the appointment of a majority of the directors as being tax resident in that jurisdiction does not give rise to any adverse legal or tax issues for the Company in that jurisdiction, and for the avoidance of doubt at no time’stall a majority of the directors be tax resident in the United States of America, Every person who is appointed a director of the Company shall, if requested and unless shat person has already done so, within 30 days of such appointment provide the directors with a signed written acknowledgement of the terms of any Governance Principles in such form as a. majority of the members (by.numiber) shall specify... Failure 10 provide sucii a signed written acknowledgement (if requested to. do\so) within 30 days of such appointment will be treated as 4 deemed event of retirement asia director con the partof the relevant director. ALTERNATE DIRECTORS No director shall be entitled to appoint an alternate, POWERS OF DIRECTORS Subject to the provisions of the Act, the memorandum and these Articles and to any directions given by special resolution, the business of the Company shall be managed by the directors who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the directors by these Articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors, Subject to Article 31 and 32, the directors may, by power of attomey or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers. MAAH\73090405.331 32 33 34, 36 36.1 36.2 36.3 36.4 37 38 38.1 Any director who is a United States person shall not be entitled to exercise any discretion, signing authority or other power, including, without limitation, voting power, over or in respect of any bank or financial account of the Company. Any director who is United States person shall not be entitled to appoint any person to be the agent of the Company for the purpose of exercising such authority or power or to remove such person and appoint another in his place, Any director who is a United States person shall not be entitled to exercise any discretion, signing authority or other power, including, without limitation, voting power, ‘over or in respect of any resolution or decision concerning a United States distribution. DELEGATION OF DIRECTORS’ POWERS ‘The directors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a ‘committee with two or more members shall be governed by these Articles regulating the proceedings of directors so far as they are capable of applying. APPOINTMENT AND RETIREMENT OF DIRECTORS Every-director must be designated a Senior Family Director, a Senior Non-Family Director, a Junior Family Director or a Junior Non-Family Director. Save as provided ‘undeprArticle 26 there is no requirement as to the number (if any) of each category of director, Any person whois willing to act asia director, and i$ permitted by law to do so, may Be appointed tojbe'a director by ordinary resolution of the members. Subject to the following provisions, on the appointment of any director, the members Shall designate whether that director shall be appointed as a Senior Family Director, a ‘Senior Non-Family Director, a Junior Family Director or a Junior Non-Family Director, provided always that oniy'a'Family Member may be designated as a Senior Family Director, only a Family Member may be designated as a Junior Family Director, only a person who is not a Family Member may be designated as a Senior Non-Family Director; and only a person who is not a Family Member may be designated as a Junior Non-Family Director. AA director designated as a Junior Family Director shall be appointed for a term of three years (subject always to the provisions of Article 38). A Junior Family Director who has. served a term of three years in the office of director may be reappointed by a majority of the members (by number) for any number of further terms, DISQUALIFICATION AND REMOVAL OF DIRECTORS The office of a director shall be immediately vacated if: he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or MAAH\73090005.338.2 38.3 38.4 38.5 386 38.7 38.8 38.9 40 a4 42 424 42.2 42.3 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or he is suffering from a permanent physical or mental disorder which is likely permanently to prevent his attendance at, or proper participation in, meetings ofthe directors; or he resigns his office by giving not less than 60 clear days’ notice to the Company; or he fails to provide the Company with a written acknowledgement of the terms of any Governance Principles if requested to do so in accordance with Article 27; or he has been appointed for a fixed term and that term expires without the director being reappointed; ‘a majority of the members (by number) resolve that his office be vacated; or he fails to become a member of the Company within 30 days following his appointment as a Senior Family Director, or ceases for any reason to be a member of the Company; or he becomes tax resident in a jurisdiction (other than the United Kingdom) and in consequence a majority of the directors are tax resident in a single jurisdiction (other thar the United Kingdom) unless professional advice has been obtained in the relevant jurisdiction confirming to the satisfaction of the directors that the director becoming tax Tesident in that jurisdiction does not give rise to any adverse legal or tax issues for the Gompany in that jurisdiction, Upoh receiptiof any suchynoticelas isireferred to invArticlei38:4 and otherwise uponithe office of 2 director being vacated, the continuing directors and members shall meet as soon as reasonably practicable to make aq appointment to fil the vacancy in accordance with the provisions of these Articles. REMUNERATION OF DIRECTORS ‘Thedirectors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration Shall be deemed to accrue from day to day. DIRECTORS’ EXPENSES The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or meetings of the trustees of a subject trust or otherwise in connection with the discharge of their duties. DIRECTORS’ APPOINTMENTS AND INTERESTS ‘Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office: may be a party to, of otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested; may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or MaaH\72090485.3,43 43.4 43.2 44 45 46 a7 48 49 arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. For the purposes of Article 42: a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. PROCEEDINGS OF DIRECTORS. ‘Subject to the provisions of these Articles, the directors may regulate their proceedings. as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors, provided that no meeting of the directors shall take place in the United States of America or in the Kingdom of Denmark. Any resolution proposed at a meeting of the directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. The quorum for the transaction of the business of the directors shall be three save where the business to be transacted is either: ()_ the removal of a director in accordance with Article 38.5, where the quorum shall tbe two; or (i), etated to or connected with any bank or financial account of the Company, ‘whereithe quorum, shallybe two! directorssneithersofywhom,isyayUnited States person, ‘The Continuingydirectors or @ sole continuing director, may act| notwithstandingTany vaeancies in their number, but, if the number of directors is less than the number fixed. las the.quorum, the continuing directors or director may act only for the purpose of filing ‘vacancies or of calling a general meeting The directors may appoint one of their number to be the chairman of the board of ‘rectors and may at any time remove him from that office. Unless he is unwiling to do 0, the-director so appointed shall preside at every meeting of directors at which he is present. But if there is no director holding that office, or if the director holding it is Unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting All acts done by a meeting of directors, or of a committee of directors, or by a person. acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote. ‘A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if ithad been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors. MAAH\73000¢85 350 51 52 53 53.1 532 55 56 56.1 86.2 56.3 A director may vote at a meeting of the directors, and form part of a quorum present at that meeting, in relation to any matter in which he has, directly or indirectly, an interest or duty which conflicts or which may conflict with the interests of the Company, provided that he has previously disclosed the nature of such duty or interest to the directors. The provisions of Article 43 shall be taken to apply equally to any disclosure to be made Under the provisions of this Article ‘Any director who participates in’ the proceedings of a meeting by electronic means (which includes, for the avoidance of doubt, by telephone or internet) by which all the other directors present at such meeting (whether in person or by electronic means) may hear at all times such director and such director may hear at all times all other directors present at such meeting (whether in person or by electronic means) shall be deemed to be present at such meeting and shall be counted when reckoning a quorum, SECRETARY ‘Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them, MINUTES ‘The directors shall cause minutes to be made in books kept for the purpose: GF all appointments of officers made by the directors; and ofall proceedings at meetings of the Company, and of the directors, and of committees Of directors, including the names of the directors present at each such meeting. ‘COMMUNICATIONS ‘The company communications provisions (a3 defined in the Act) shall also/apply torany document of information not otherwise authorised or required to be Sent or supplied by fr to @icompany under the Act but to be sent or supplied by or to the Company pursuant fothese Articles. Notice of a meeting of the directors may also be given by telephone. The provisions of section 1168 of the Act (hard copy and electronic form and related expressions) shall apply to the Company as if the words “and these Articles" were inserted after the words "the Companies Acts” in sections 1168(1) and 1168(7) Section 1147 of the Act shall apply to any document or information to be sent or supplied by the Company to its members under the Act or pursuant to these Articles as if in section 1147(2) the words “or by airmail (whether in hard copy or electronic form) to an address outside the United Kingdom" were inserted after the words “in the United Kingdom”: in section 1147(3) the words “48 hours after it was sent” were deleted and replaced with the words “when sent, notwithstanding that the Company may be aware of the failure in delivery of such document or information.”; anew section 1147(4)(A) was inserted as follows: “Where the document or information is sent or supplied by hand (whether in hard copy or electronic form) to an address in the United Kingdom and the Company is able to show that it was properly addressed and sent at the cost of the Company, it is deemed to have been received by the intended recipient when delivered.” 10 MAAH\73090485.3,87 58 59 60 60.1 602 603 a 62 62.1 Proof that a document or information sent by electronic means was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the document or information was properly addressed as required by section 1147(3) of the Act and that the document or information was sent or supplied, ‘A member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called ACCOUNTS No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the directors or by ordinary resolution of the Company. INDEMNITIES, INSURANCE AND FUNDING OF DEFENCE PROCEEDINGS This Article 60 shall have effect, and any indemnity provided by or pursuant to it shall apply, only to the extent permitted by, and subject to the restrictions of, the Act. It does not allow for or provide (to any extent) an indemnity which is more extensive than is permitted by the Act and any such indemnity is limited accordingly. This Article 60 is also without prejudice to any indemnity to which any person may otherwise be entitled. The Company shall indemnify every person who is a director or other officer (other than ansauditor) of the Company out of the assets of the Company from and against any Joss, liability or expense incurred by him or them in relation to the Company. ‘jhe directors may purchase and maintain insurance at the expense of the Company for ithe benefit of any person who is or was at any time a director, or other officer (other thafl an auditor) of the Company or of, any,associated company (as.defined in section 256 of'the Act) ofithe Company or a trustee of any pension fund or employee Benefits ‘tust for the benefit of any employee of the Company. The directors may, Subject to the provisions of the Act, exercise the powers conferred con them by section 205 of the Act to: W._provide funds to meet expenditure incurred or to be incurred in defending proceedings referred to in that section; or {i take any action to enable such expenditure not to be incurred OBJECTS The Company's objects are to act as protector or enforcer of any trust or foundation situated anywhere in the world and to do all such other things as are incidental or the ‘Company may think conducive to the attainment of that object. In the Company's capacity as protector of the Kattegat Trust and in the Company's capacity as enforcer of the Lund Purpose Trust a director must act in the way he considers best promotes the objects of the Company, in good faith, having regard to the following factors: the acknowledged rationale for the Kattegat Trust, being’ 62.4.4 encouraging and assisting disadvantaged young people develop their skills, independence and education; and 62.1.2 promoting maritime knowledge, safety and security. "1 MAAHi73090485.3622 62.3 63 65 66 67 ert 672 the impact on the ongoing development of the Teekay Corporation; and making charitable donations to the TK Foundation to support its charitable objects. Notwithstanding section 21(1) of the Act, Article 62 may only be amended with the Unanimous consent of all of the members of the Company. None of the income or property of the Company may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Company. The liability of the members is limited, Every member of the Company undertakes to contribute such amount as may be required (not exceeding £10) to the Company's assets if it should be wound up while he ig member or within one year after he ceases to be a member, for payment of the ‘Company's debts and liabilities contracted before he ceases to be a member, and of the costs, charges. and expenses of winding upy The members of the Company may at any time before, and in expectation of, its dissolution resolve that any net assets of the Company after all its debts and liabilities have been paid, or provision made for them, shall on or before the dissolution of the Company be transferred to any charitable organisation or organisations. ‘Subject to any such resolution by the members of the Company, the directors of the Company may at any time before, and in expectation of, its dissolution resolve that all ‘et assets of the Company afer al its debts and liabilities have been paid, or provision ‘made'for them, shall on or before the dissolution of the Company be transferred to any charitable organisetion or organisations, including the TK Foundation. In no circumstances shall the net assets of the Company be paid to or distributed among the members of the Company, whether on a dissolution of the Company or otherwise, and if no such resolution is passed by the members or the directors all net assets of the Company after all its debts and liabilities have been paid, or provision made for them, shall on or before the dissolution of the Company be applied for Charitable purposes as directed by the court. 2 MAAH\73090485.3