SERVICE STREAM LIMITED — Major Shareholding Notification 2006

Jul 30, 2006

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Total Communications Infrastructure Limited
ACN/ARSN	072 369 870
1. Details of substantial holder (1)
Name	Service Stream Ltd and its subsidiaries set out in Annexure A
ACN/ARSN (if applicable)	008 027 978
The holder became a substantial holder on	27 / 7 / 06

2. Details of voting power

The fotal number of votes attached to all the voting shares in the company or voting inferests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows.

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	21.812.351	21,812,351	19.9%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Service Stream Ltd	Service Stream Limited has a relevant interest in the securities referred to in the next column because it has a (conditional) power to control the power to dispose of the securities under terms of the Option Deed in Annexure "B" of this notice.	21.812.351 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant inferest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Service Stream Ltd	Samantha Alexandra Grant	N/A	10.906.175 ordinary shares
Service Stream Ltd	James Julian Cooney	N/A	10,906,176 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
Service Stream Ltd	27/7/06	\$1.0137 per share	N/A	21,812,351 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	f association Nature of
N/A	N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Service Stream Limited	Level 12 555 Lonsdale Street Melbourne Vic 3001
Samantha Alexandra Grant	Willow Court 7 West Way Oxford OX2 OJB
James Julian Cooney	Willow Court 7 West Way Oxford OX2 OJB

Signature

	print name Stephen Campbell	Capacity: Company Secretary
sign here	EL CSS	31 / 07 / 2006 dale

DIRECTIONS

$(1)$ If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form

$(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.

• See the definition of "refevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• ${6}$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(7)$ Include details of:
• $(a)$ any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(8)$ If the substantial holder is unable to determine the identity of the person (eg if the refevant interest arises because of an option) write "unknown".
• $(9)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure A

This is Annexure A of 1 page referred to in form 603 (Notice of initial substantial shareholder).

Subsidiaries of Service Stream Limited:

• Service Stream Communications Pty Ltd $\bullet$
• $\bullet$
• Resourcing Solutions Pty Ltd
  
  Communication Services Australia Consulting Pty Ltd $\bullet$

The S

Service Stream Solutions Pty Ltd $\bullet$ Milcom Communications Pty Ltd $\bullet$

print name

sign here

Stephen Campbell Toffeld

Capacity: Company Secretary

date 31 July 2006

Annexure B

This is Annexure B of 17 pages referred to in form 603 (Notice of initial substantial shareholder).

Option Deed attached

print name

Stephen Campbell

sign here

TI Cofell

Capacity: Company Secretary

date 31 July 2006

MALLESONS STEPHEN JAQUES

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Option Deed

27 July 2006 Dated

Samantha Alexandra Grant and James Julian Cooney (each a "Seller") Service Stream Ltd (ABN 58 008 027 978) ("Purchaser")

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Rialto 525 Collins Street Melbourne Vic 3000 T+61 3 9643 4000 F+61 3 9643 5999 DX 101 Melbourne R Kennedy / C Hollingsworth 03-5153-1954

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Option Deed
Contents

Details General terms
1	Consideration and grant of Option	3
2	Condition Precedent	3
3	Duration of Call Option	3
4	Exercise of Call Option	3
4.1	Exercise by notice	3
4.2	Binding contract	3
A.3	Exercise of the Call Option must not breach a law	4
5	Closing	4
5.1	Time and place of Closing	4
5.2	Items to be delivered at Closing	4
5.3	More than one seller	4
6 Payment		5
	Part 2 - General	5
7	Power of attorney	5
7.1	Appointment	5
7.2	Specific powers	5
7.3	Ratification and confirmation	5
7.4	Valuable consideration	6
8	Warranties	6
8.1	Seller Warranties	6
8.2	Purchaser Warranties	6
8.3	No further warranties	6
9	Notices	7
9.1	Form of notices	7
9.2	Time of receipt	$\overline{I}$
9.3	Letter or facsimile	$\overline{f}$
10	Miscellaneous	7
10.1	Waiver and variation	7
10.2	Remedies cumulative	$\overline{I}$
10.3	No merger	8 8
10.4	Counterparts

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10.5	No partnership or agency	8
11	Governing law and jurisdiction	8
11.1	Governing law	8
11.2	Jurisdiction	8
12	Interpretation	8
12.1	Definitions	8
12.2	References to certain general terms	11
12.3	Headings	11
	Annexure A (clause 9)	12
	Notice of Exercise of Call Option
	Signing page

______________________________________

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Option Deed

Details

Interpretation - definitions are at the end of the General terms

Parties		Purchaser and each Seller
Seller Name			Samantha Alexandra Grant
	Address		Willow Court 7 West Way Oxford, OX2 0JB
	Telephone		+44 1865 261300
	Fax		+44 1865 261301
Seller	Name		James Julian Cooney
	Address		Willow Court 7 West Way Oxford, OX2 0JB
	Telephone		+44 1865 261300
	Fax		+44 1865 261301
Purchaser	Name ABN		Service Stream Ltd
			58 008 027 978
		Incorporated in	Commonwealth of Australia
	Address		Level 12 555 Lonsdale Street Melbourne VIC 8001
	Telephone		$(03)$ 9677 8888
	Fax		$(03)$ 9677 8800
	Attention		Chief Executive Officer
Recitals	А		Each Seller is, at the date of this deed, the registered holder and beneficial owner of 24,662,154 fully paid ordinary shares in the capital of the Company.
в of this deed.		The Sellers have agreed to grant the Call Option over the Option Shares to the Purchase on the terms and conditions

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	Governing law New South Wales
Date of deed	See signing page

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Option Deed

General terms

Part 1 - Call Option

1 Consideration and grant of Option

• Each Seller grants to the Purchaser an irrevocable option for the $(a)$ Purchaser to purchase the Option Shares for the Option Price, subject to the terms and conditions of this deed.
• Each Seller agrees not to do any act, matter or thing which is (b) inconsistent with the Call Option or his or her obligations under this deed.

$\overline{2}$ Condition Precedent

Part 1 ("Call Option") of this deed is of no force or effect unless and until:

• a party becomes aware of an Alternative Proposal; or $(a)$
• (b) an Alternative Proposal is announced or open for acceptance at any time before the Quit Date.

3 Duration of Call Option

The Call Option expires at 4.00 pm on the Quit Date.

4 Exercise of Call Option

Exercise by notice $4.1$

If the Purchaser wants to exercise the Call Option, the Purchaser must deliver to each Seller an Exercise Notice executed by or on behalf of the Purchaser.

$4.2$ Binding contract

Upon service of a valid Exercise Notice, there is a binding contract between the Purchaser and the Sellers for the Option Shares on the following terms:

• $\left( a\right)$ the consideration payable by the Purchaser for each Option Share is the Option Price;
• the Option Shares will be transferred free of any Encumbrance; and $(b)$
• subject to the transfer and registration of the Option Shares to the $(c)$ Purchaser, title in the Option Shares will pass at Closing.

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The purported exercise of the Call Option under an invalid Exercise Notice does not prevent the Purchaser from exercising the Call Option under a valid Exercise Notice. To avoid doubt, completion of the sale and purchase of the Option Shares may occur after the expiration of the Call Option.

Exercise of the Call Option must not breach a law 4.3

If the exercise of the Call Option will contravene a law or an ASX Listing Rule, then the provisions of the Call Option will be varied so as to permit the Call Option to be exercised in a manner or at a time that will not give rise to a contravention.

5 Closing

$5.1$ Time and place of Closing

Closing will take place at the Purchaser's offices in Melbourne, Australia at 12 noon on the Closing Date, or such other time and place agreed by the parties.

Items to be delivered at Closing $5.2$

At Closing, each Seller will:

• take any action and steps and execute any documents required to $(a)$ effect the transfer of the Option Shares to the Purchaser in accordance with this deed, including, without limitation:
• giving or providing any messages or instructions to transfer $(i)$ the Option Shares to the Purchaser as an off-market, real time, transfer in accordance with the ASTC Settlement Rules and to a sub-register (whether CHESS or Issuer Sponsored Subregister) notified by the Purchaser to the Seller; and
• $(ii)$ giving or providing any message or any other instructions in relation to the Option Shares to the Seller's Controlling Participant or other person which is necessary to transfer the Option Shares to the Purchaser;
• $(b)$ provide evidence reasonably satisfactory to the Purchaser that the steps required under paragraph (a) have been taken by the Sellers, and that the Purchaser has been registered as the holder of the Option Shares (including, without limitation, a CHESS statement bearing the name of the Purchaser as the registered holder of the Option Shares); and
• $(c)$ provide or procure the provision of any other document which is reasonably required by the Purchaser to evidence the transfer of the Option Shares from each Seller to the Purchaser.

5.3 More than one seller

In this deed "Seller" comprises more than one person and the parties agree that:

• (references to "Seller" and "Option Shares") references to the $(a)$ "Seller" means each of the persons described in the Details and references to "Option Shares" means, in relation to each person, half of the number of TCI Shares determined in accordance with the definition of Option Shares;
• (simultaneous completion) the Purchaser is not obliged to acquire a $(b)$ Seller's Option Shares on the Closing Date unless each Seller fulfils his or her obligations under clause 5.2 simultaneously;
• (liability) the liability of each Seller under this agreement is joint and $(c)$ several; and
• (payments) any payment to be made by the Purchaser to the Seller $(d)$ will be paid to each Seller in equal proportions.

6 Payment

At Closing, the Purchaser will pay (or procure payment of) the Option Price to each Seller by telegraphic transfer to the bank account nominated by each Seller (or by such other method agreed with the Seller).

Part 2 - General

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$7.1$ Appointment

Subject to satisfaction of the Condition Precedent, each Seller irrevocably and unconditionally appoints the Purchaser to be his or her attorney from the Effective Date until the date which is 60 calendar days from the date determined in accordance with clause 3 ("Duration of Call Option") for the purpose of effecting and perfecting each Sellers' obligations relating to the Purchaser's option to acquire the Option Shares as contemplated by this deed.

$7.2$ Specific powers

Following the exercise of the Call Option by the Purchaser, each Seller authorises the Purchaser to do in the name of that Seller and on his or her behalf everything necessary or expedient to:

• transfer his or her Option Shares to the Purchaser; and $(a)$
• do any other act or thing which is necessary or desirable to effect the $(b)$ sale and transfer of his or her Option Shares to the Purchaser (including, without limitation, execution of share transfer documentation).

Ratification and confirmation 7.3

Each Seller declares that all acts and things done by the Purchaser in exercising powers under this Power of Attorney will be as good and valid as if they had been done by that Seller and agrees to ratify and confirm whatever the Purchaser does in exercising powers under this Power of Attorney.

$7.4$ Valuable consideration

Each Seller declares that this Power of Attorney is given for valuable consideration and is irrevocable from the Effective Date until the Purchaser is the registered owner of the Option Shares. The Purchaser is expressly authorised to do any act as a result of which a benefit is conferred on it.

Warranties 8

$8.1$ Seller Warranties

Each Seller represents and warrants to the Purchaser that each of the following statements is true and accurate as at the Effective Date and as at the Closing Date (as the case may be):

• the Seller is the registered holder and beneficial owner of his or her $(a)$ Option Shares;
• there are no Encumbrances over or affecting the his or her Option $(b)$ Shares; and
• the entry into and performance of this deed by the Seller does not $(c)$ constitute a breach of any obligation (including any statutory, contractual or fiduciary obligation), or default under any deed, undertaking or other instrument, by which each Seller is bound.

Purchaser Warranties $8.2$

The Purchaser represents and warrants to the Sellers that each of the following statements is true and accurate as at the date of this agreement, the Effective Date and the Closing Date (as the case may be):

• $(a)$ the Purchaser has full power and authority to enter into this deed in accordance with its terms and has taken all necessary action and obtained all necessary consents to authorise the execution, delivery and performance of this deed in accordance with its terms; and
• this deed constitutes a legally valid and binding obligation of the $(b)$ Purchaser and is enforceable in accordance with its terms.

No further warranties 8.3

The Purchaser acknowledges and agrees that:

• the Sellers give no representation or warranty in relation to the $(a)$ Company (including without limitation the business or financial position of the Company); and
• without limiting paragraph (a), the Purchaser has relied on its own $(b)$ enquiries in relation to the Company (including without limitation the business or financial position of the Company) before entering into

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this deed (and, in particular, has not relied on any representation or warranty given by the Sellers).

Notices 9

Form of notices $9.1$

A notice, approval, consent, or other communication in connection with this deed:

• must be in writing; $(a)$
• must be marked for the attention of the person specified in the $(b)$ Details; and
• must be left at the address of the addressee or, except where it is $(c)$ required to be delivered, sent by prepaid ordinary post to the address of the addressee or sent by facsimile to the facsimile number of the addressee which is specified in the Details or if the addressee notifies another address or facsimile number then to that address or facsimile number.

$9.2$ Time of receipt

A notice, approval, consent or other communication takes effect from the time it is received unless a later time is specified in it.

$9.3$ Letter or facsimile

A letter or facsimile is taken to be received:

• in the case of a posted letter, on the third (seventh, if posted to or $(a)$ from a place outside Australia) day after posting; and
• $(b)$ in the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

10 Miscellaneous

Waiver and variation $10.1$

A provision of or a right created under this deed may not be waived or varied except in writing, signed by the party or parties to be bound.

10.2 Remedies cumulative

The rights, powers and remedies provided in this deed are in addition to other powers or remedies given by law independently of this deed.

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$10.3$ No merger

The warranties, undertakings and indemnities in this deed do not merge on Closing.

10.4 Counterparts

This deed may consist of a number of copies of this deed each signed by one or more parties to the deed. When taken together, the signed copies are treated as making up the one document.

No partnership or agency $10.5$

Nothing in this deed makes a party a partner, agent or legal representative of any other party.

Governing law and jurisdiction $11$

11.1 Governing law

This deed and the transactions contemplated by this deed are governed by the law in force in New South Wales, Australia.

Jurisdiction $11.2$

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning this deed, or the transactions contemplated by this deed. Each party waives any right it has to object to an action being brought in those courts, including, without limitation by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.

$12$ Interpretation

$12.1$ Definitions

These meanings apply unless the contrary intention appears.

Act means the Corporations Act 2001 (Cwlth).

Alternative Proposal means a proposed transaction or formal offer which, if accepted or completed, would result in:

• a Person directly or indirectly acquiring an interest in the whole or a $(a)$ substantial or material part of the business or assets of the Company or any of its Subsidiaries (taken as a whole), including by way of a takeover bid, scheme of arrangement, capital reduction, sale of assets, sale of shares, joint venture or any other means;
• a Person acquiring Control of the Company; $(b)$
• the issuance by the Company of a material amount of its share capital $(c)$ as consideration for the assets or share capital of another Person;

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• the Company effecting or implementing any reorganisation, $(d)$ recapitalisation or dissolution of a type that would prevent the Scheme proceeding substantially in accordance with the Merger Implementation Agreement; or
• $(e)$ a Person acquiring, or merging or amalgamating (including by reverse takeover bid or dual listed company structure) with the Company,

but does not include the Scheme.

ASTC means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49) 008 504 532).

ASTC Settlement Rules means the operating rules of the Settlement Facility provided by ASTC and for the purposes of this deed includes the Procedures.

ASX means Australian Stock Exchange Limited or the marked conducted by that entity.

Business Day means a day other than a Saturday, Sunday or public holiday.

Call Option means the option granted by the Sellers to the Purchaser to acquire the Option Shares as described in this deed.

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfers.

Closing means completion of the sale and purchase of the Option Shares to be transferred from each Seller to the Purchaser in accordance with clause 5 ("Closing") and Complete has a corresponding meaning.

Closing Date means the date which is 21 calendar days from the date on which the Purchaser exercises the Call Option or any other date agreed by the parties.

Company means Total Communications Infrastructure Limited (ACN 072 369 870).

Condition Precedent means the condition precedent set out in clause 2 ("Condition Precedent") being a condition precedent to the formation of the agreement.

Control has the meaning given in section 50AA of the Act.

Controlling Participant means the broker or non-broker participant who is designated as the controlling participant for the Option Shares in accordance with the SCH Business Rules.

Effective, when used in relation to a Scheme, means the coming into effect, pursuant to section $411(10)$ of the Act, of the order of the Court made under section $411(4)(b)$ in relation to the Scheme, but in any event at no time before office copies of the orders of the Court are lodged with the Commission.

Effective Date means the date on which the condition precedent in clause 2.1 is satisfied.

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Encumbrance means an interest or power:

• reserved in or over any interest in any asset including, without $(b)$ limitation, any retention of title; or
• created or otherwise arising in or over any interest in any asset under $(c)$ a bill of sale, mortgage, charge, lien, pledge, trust or power,

by way of security for the payment of debt or any other monetary obligation or the performance of any other obligation and any interest, right or power arising from any option, equity, preferential interest, adverse interest or third party claim or right of any kind and whether existing or agreed to be granted or created.

Executive Officer has the meaning given to that term in the Act.

Exercise Notice means a written notice exercising the Call Option in the form of Annexure 'A'.

Government Agency means any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.

Issuer Sponsored Subregister has the meaning given to that term in the ASTC Settlement Rules.

Liability means any liability or obligation (whether actual, contingent or prospective), including for any Loss irrespective of when the acts, events or things giving rise to the liability occurred.

Merger Implementation Agreement means the agreement of that name dated on or about the date of this deed between the Company and the Purchaser.

Option Price means \$1.0137 per Option Share.

Option Shares means 21,812,351 TCI Shares or the number of TCI Shares which will give Voting Power to STR of 19.9% (as notified by the Purchaser to the Sellers), or any lesser number of TCI Shares notified to the Sellers by the Purchaser if and when the Call Option is exercised under clause 4 ("Exercise of Option").

Person means an individual or an entity, including a corporation, company, limited liability company, partnership, trust, association, Government Agency or any other body with legal personality separate from its equity holders or members.

Power of Attorney means the power of attorney provided by each Seller to the Purchaser in clause 7 ("Power of attorney") of this deed.

Procedures has the meaning given to that term in the ASTC Settlement Rules.

Purchaser means Service Stream Ltd, as described in the Details.

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Ouit Date means 31 March 2007.

Related Body Corporate has the meaning given in the Act.

Related Entity has the meaning given in the Act.

Relevant Interest has the meaning given in the Act.

Scheme means the scheme of arrangement under Part 5.1 of the Act between the Purchaser and the Purchaser's shareholders and the holders of options in the Purchaser as described in the Merger Implementation Agreement.

Seller means each of Samantha Alexandra Grant and James Julian Cooney as described in the Details and Sellers means both of them.

Settlement Facility means the facility provided by ASTC as the holder of an Australian CS facility licence granted under the Act.

TCI Share means a fully paid ordinary share in the capital of the Company.

Voting Power has the meaning given in section 610 of the Act.

References to certain general terms $12.2$

Unless the contrary intention appears a reference in this deed to:

• $(a)$ (reference to clause) a clause, schedule, annexure or appendix is a reference to a clause of or schedule, annexure or appendix to this deed and references to this deed include any recital, schedule, annexure or appendix;
• (reference to statutes) a statute, ordinance, code or other law $(b)$ includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• $(c)$ (singular includes plural) the singular includes the plural and vice versa:
• (person) the word "person" includes an individual, a firm, a body $(d)$ corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency, or any combination of any of the foregoing; and
• (executors, administrators, successors) person includes a reference $(e)$ to the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns.

$12.3$ Headings

THE REAL PROPERTY CONT

Headings are for convenience and do not affect the interpretation of this deed.

EXECUTED as a deed

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Option Deed

Annexure A (clause 9)

Notice of Exercise of Call Option

TO: Samantha Alexandra Grant and James Julian Cooney ("Sellers")

Service Stream Ltd (ABN 58 008 027 978) ("Purchaser") exercises the Call Option granted under the Option Deed between the Purchaser and the Sellers for the purchase of the Option Shares on the terms and conditions set out in the Option Deed.

For the purposes of the Call Option and this exercise notice, Option Shares means, with respect to each Seller, [*] fully paid ordinary shares in the capital of Total Communications Infrastructure Limited (ACN 072 369 870).

Dated: finsert date]

EXECUTED by SERVICE STREAM LTD in accordance with section $127(1)$ of the Corporations Act 2001 (Cwlth) by authority of its directors:
Signature of director	Signature of director/company secretary delete whichever is not applicable
Name of director (block letters)	Name of director/company secretary (block letters) delete whichever is not applicable

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DATED:

SIGNED, SEALED AND DELIVERED by MICHAEL VINCENT RYAN as attorney for
SAMANTHA ALEXANDRA
GRANT under power of attorney in
the presence of:	Nje
Signature of witness
	By executing this deed the attorney
STEPHE WILLIS	states that the attorney has received
Name of witness (block letters)	no notice of revocation of the power
	of attorney
SIGNED, SEALED AND DELIVERED by MICHAEL VINCENT RYAN as attorney for JAMES JULIAN COONEY under power of attorney in the presence of: Signature of witness onerte bruns Name of witness (block letters)	By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney

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EXECUTED by SERVICE STREAM LTD in accordance with section $127(1)$ of the Corporations Act 2001 (Cwlth) by authority of its directors:

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