FORM NO. 2
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))
MEMORANDUM OF ASSOCIATION
Babcock & Brown Air Limited
(hereinafter referred to as ‘‘the Company’’)
1. The liability of the members of the Company is limited to the amount (if any) for the time being
unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
NATIONALITY NUMBER OF
Christopher G. Garrod
2 Church Street
Hamilton HM 11
Graham B.R. Collis
Charles G. Collis
do hereby respectively agree to take such number of shares of the Company as may be allotted to us
respectively by the provisional directors of the Company, not exceeding the number of shares for
which we have respectively subscribed, and to satisfy such calls as may be made by the directors,
provisional directors or promoters of the Company in respect of the shares allotted to us respectively.
3. The Company is to be an exempted company as defined by the Companies Act 1981.
4. The Company, with the consent of the Minister of Finance, has power to hold land situate in
Bermuda not exceeding in all, including the following parcels: N/A
5. The authorised share capital of the Company is US$10,000.00 divided into shares of
6. The objects for which the Company is formed and incorporated are unrestricted.
Subject to paragraph 4, the Company may do all such things as are incidental or conducive to
the attainment of its objects and shall have the capacity, rights, powers and privileges of a
natural person, and –
(i) pursuant to Section 42 of the Act, the Company shall have the power to issue pre