Commonwealth Numbered Acts

QANTAS SALE ACT 1992 No. 196, 1992 - SECT 7

7.(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, transfer 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 35% of the total value of the issued share capital of
        Qantas; and

   (b)  impose restrictions on the issue, transfer and ownership (including
        joint ownership) of shares in Qantas so as to prevent an individual
        foreign person having relevant interests in shares in Qantas that
        represent more than 25% 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),
        (b) 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;

        (iv)   the power to refuse to register a transfer of shares to a
               person; 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 because of Division 5 of Part
1.2 of the Corporations Law to have a relevant interest in the share if
section 33 of that Law 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:

"Australian citizen" has the same meaning as in the Australian Citizenship Act
1948;

"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;

"company name", in relation to Qantas, has the same meaning as in the
Corporations Law;

"foreign person" means a person 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;

"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.