Teekay Corp Ltd F-4, filed Aug 7, 2024

Signed by:

In the presence of:

Transferor

Signed by:

In the presence of:

Transferee

Teekay Corp Ltd (TK)

F-4 2024-08-07

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Added on October 23, 2026

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Time and Date		, 2024, at , local time

Place

Items of Business		(1) The Constitutive Documents Proposal – A proposal to adopt, upon the Redomiciliation taking effect by issuance of the certificate of continuance by the Registrar of Companies in Bermuda, the Memorandum of Continuance and the Bermuda Bye-laws, in each case governed by the laws of Bermuda, attached to this proxy statement/prospectus as Appendix A and Appendix B, respectively, in place of the Articles of Incorporation and Marshall Islands Bylaws. (2) The Adjournment Proposal – A proposal to adjourn the Special Meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Constitutive Documents Proposal.

Adjournments and Postponements		Any action on the items of business described above may be considered at the Special Meeting at the time and on the date specified above or at any time and date to which the Special Meeting may be properly adjourned or postponed.

Record Date		The record date for the Special Meeting is , 2024 (the Record Date). Only shareholders of record as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the meeting.

Voting		Your vote as a Teekay shareholder is very important. Whether or not you plan to attend the Special Meeting, we encourage you to read this proxy statement/prospectus and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers about the Special Meeting and Related Matters” in this proxy statement/prospectus and the instructions on the proxy or voting instruction card.



LETTER TO SHAREHOLDERS			i

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS			iii

ADDITIONAL INFORMATION			iv

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING			2

	Q.	Why did I receive this proxy statement/prospectus?	2

	Q.	Why is Teekay proposing to effect the Redomiciliation?	2

	Q.	When and where is the Special Meeting?	2

	Q.	What proposals are being presented at the Special Meeting?	3

	Q.	Does the Board recommend voting “FOR” the Constitutive Documents Proposal and the Adjournment Proposal?	3

	Q.	What interests do Teekay’s directors, executive officers and major shareholders have in the Redomiciliation?	3

	Q.	What will happen in the Redomiciliation?	3

	Q.	Why is the Board proposing to adopt the Memorandum of Continuance and the Bermuda Bye-laws as part of the Constitutive Documents Proposal?	4

	Q.	Do I need to take any action to convert my shares of Teekay (Marshall Islands) common stock into common shares of Teekay (Bermuda)?	4

	Q.	Who will be the directors and officers of Teekay (Bermuda) if the Redomiciliation is consummated?	4

	Q.	Following the Redomiciliation, will the common shares of Teekay (Bermuda) trade on The New York Stock Exchange?	4

	Q.	Who can vote at the Special Meeting?	4

	Q.	How many votes do I have?	4

	Q.	What vote of Teekay’s shareholders is required in connection with the Constitutive Documents Proposal?	5

	Q.	What vote of Teekay shareholders would be required in connection with the Adjournment Proposal?	5

	Q.	What is a proxy?	5

	Q.	What effect on the proposals will abstentions and broker non-votes have?	5

	Q.	What if I do not vote or do not fully complete my proxy card?	5

	Q.	What do I need to do now?	5

	Q.	If my shares are held in “street name” by my bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me?	5

	Q.	When does the Company expect the Redomiciliation to be completed?	6

	Q.	What are the Material United States Federal Income Tax consequences of the Redomiciliation?	6

	Q.	May I change my vote after I have submitted a proxy or voted my shares?	6

	Q.	What happens if I sell my shares of Teekay common stock before the Special Meeting?	7

	Q.	If I want to attend the Special Meeting, what do I do?	7

	Q.	Are there risks I should consider in deciding whether to vote for the Constitutive Documents Proposal?	7
	Q.	Can I dissent and require appraisal of my shares?	7

	Q.	Who will bear the cost of soliciting votes for the Special Meeting?	7

	Q.	Who can help answer my additional questions about the Redomiciliation, the Constitutive Documents Proposal or voting procedures?	8



SUMMARY							9

RISK FACTORS							14

THE SPECIAL MEETING OF SHAREHOLDERS							19

PROPOSALS TO BE VOTED ON AT SPECIAL MEETING OF SHAREHOLDERS							23

THE REDOMICILIATION							24

BUSINESS							29

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS							31

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK							31

MANAGEMENT							31

PRINCIPAL SHAREHOLDERS							37

RELATED PARTY TRANSACTIONS							38

DESCRIPTION OF SHARE CAPITAL OF TEEKAY (BERMUDA)							39

MATERIAL UNITED STATES FEDERAL INCOME TAXATION							54

MATERIAL NON-UNITED STATES INCOME TAXATION							55

ACCOUNTING TREATMENT OF THE REDOMICILIATION							56

EXPERTS							56

LEGAL MATTERS							56

WHERE YOU CAN FIND MORE INFORMATION							56

APPENDIX A – MEMORANDUM OF CONTINUANCE							A-1

APPENDIX B – BERMUDA BYE-LAWS							B-1

APPENDIX C – PROXY CARD							C-1


	Owned Vessels			Chartered-in Vessels		Total
Teekay Tankers
Conventional Tankers
Aframax Tankers / LR2 Product Tankers		17			7		24
Suezmax Tankers		25			1		26
VLCC Tanker		1	⁽¹⁾		—		1
STS Support Vessels		—			2		2

		43			10		53


Name	Age	Position
David Schellenberg	60	Chair ^(1)(2)(3)
Peter Antturi	65	Director
Rudolph Krediet	46	Director ⁽³⁾
Heidi Locke Simon	56	Director ^(2)(4)(5)
Alan Semple	64	Director ⁽⁶⁾
Kenneth Hvid	56	Director ⁽⁵⁾, President and Chief Executive Officer
Brody Speers	41	Chief Financial Officer
Frans Lotz	39	General Counsel, Secretary & Privacy Officer


Identity of Person or Group	Shares Owned		Percent of Class
All directors and executive officers as a group (7 persons)⁽¹⁾⁽²⁾		3,022,550		3.29	%⁽³⁾⁽⁴⁾


Identity of Person or Group	Shares Owned		Percent of Class ⁽³⁾
Resolute Investments, Ltd. ⁽¹⁾		31,936,012		34.8	%
Dimensional Fund Advisors LP ⁽²⁾		5,350,436		5.8	%


Marshall Islands		Bermuda
Our Marshall Islands Bylaws provide that our annual meeting shall be held at a time and place selected by our Board. If we fail to hold an annual meeting within 90 days of the designated date or if no date has been designated for a period of 13 months after its last annual meeting, a special meeting in lieu of an annual meeting may be demanded by shareholders holding not less than 10% of the voting power of all outstanding shares entitled to vote at such meeting.		The Bermuda Bye-laws provide that our annual general meeting may be called by the Board.

Special meetings of the shareholders may be called only by our Board.		Special general meetings may be called by the Board for any purpose and at any time, and must be called by the Board upon the requisition by shareholders holding not less than 10% of the paid-up share capital of the Company carrying the right to vote at a general meeting.


Marshall Islands		Bermuda
Meetings of shareholders may be held in or outside of the Marshall Islands. Notice: • For every meeting of shareholders, we must give a written notice of the meeting which states the date, time and place of the meeting and, in the case of a special meeting, the purposes thereof and the name of the person or persons at whose direction the notice is being issued. • We must provide a copy of the notice of any meeting personally or send it by mail or electronic transmission not less than 15 nor more than 60 days before the meeting.		Meetings of shareholders may be held in or outside of Bermuda. Notice: • For every meeting of shareholders, written notice must be given by us of the meeting which shall state the date, time, place and purpose of the meeting and, in the case of a special meeting, the purposes thereof and the name of the person or persons at whose direction the notice is being issued. • We must provide a copy of the notice of any meeting personally or send it by mail not less than 15 nor more than 60 days before the meeting. • The unintentional failure to give notice to any person does not invalidate the proceedings.

Business at meetings; nominations: • To nominate persons for election to the Board or to bring other business before an annual meeting of shareholders, a shareholder or shareholders must own not less than 15% of the shares having the right to vote at the meeting on such matter and must comply with the advance notice requirements set forth in the Marshall Islands Bylaws. • The business transacted at a special meeting will be limited to the purposes stated in the notice of such meeting.		Business at the meetings; nominations: • The Bermuda Bye-laws provide for substantially similar advance notice requirements as the Marshall Islands Bylaws for shareholder proposals for business and nominations to be conducted at an annual or special general meeting. • On requisition, and at the expense of the requesting shareholders, a company may give to its shareholders entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at the meeting. The threshold for shareholder ownership to request any such proposal is either (a) shareholders representing not less than one-twentieth of the total voting rights of all the shareholders having, at the date of the request, a right to vote at the meeting to which the request relates, or (b) not less than 100 shareholders. • The business transacted at a special general meeting will be limited to the purposes stated in the notice of such meeting.


Marshall Islands		Bermuda
If a quorum is present, and except as otherwise expressly provided by law, by the Articles of Incorporation or by the Marshall Islands Bylaws, the affirmative vote of a majority of the votes cast at the		Except as otherwise provided in the Bermuda Bye-laws or the Bermuda Companies Act, any action or resolution requiring the approval of the shareholders may be passed by the affirmative vote


Marshall Islands		Bermuda
Our Articles of Incorporation provide that the Board must consist of at least three members and not more than eleven members. The Board may change the number of directors within a range of three to eleven pursuant to a resolution approved by a majority of the total number of directors that the Company would have if there were no vacancies or unfilled newly created directorships.		The number of our directors is fixed by the Bermuda Bye-laws at not less than three and no more than eleven, and any changes to such number must be approved by a majority of the entire Board. There is no requirement under the Bermuda Bye-laws for shareholder approval for changes to the number of directors on the Board.

No decrease in the number of directors by the Board may shorten the term of any incumbent director.		No decrease in the number of directors by the Board may shorten the term of any incumbent director.

Our Marshall Islands Bylaws provide for a classified board, with the Board divided into three classes, as nearly equal in number as possible, and the directors in each class serving three-year terms and one class being elected each year by the shareholders.		Our Bermuda Bye-laws provide for a classified board, with the Board divided into three classes, as nearly equal in number as possible, and the directors in each class serving three-year terms and one class being elected each year by the shareholders.

Directors are elected by a plurality of the votes cast by shareholders entitled to vote.		Directors are elected by a plurality of the votes cast by shareholders entitled to vote.

Our Marshall Islands Bylaws provide that newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board for any reason, including the failure of the shareholders to elect the entire Board at any election of directors, may be filled only by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy (other than a vacancy resulting from an increase in the number of directors) becomes a member of the same class as his or her predecessor.		Any vacancies in the Board for any reason and any created directorships resulting from any increase in the number of directors, may be filled solely by the vote of not less than a majority of the members of the Board then in office, although less than a quorum, or by the sole remaining director.

Our Marshall Islands Bylaws provide that any or all of the Directors may be removed for cause by the Board of Directors, or by the shareholders.		The Bermuda Bye-laws generally provide that any or all of the Company’s directors may be removed for “cause” by a vote of a majority of directors


Marshall Islands		Bermuda
settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Under Marshall Islands law, corporations are permitted to advance expenses to their officers or directors prior to conclusion of the litigation provided that the officer or director is required to undertake to repay advanced expenses if it is ultimately determined that the party is not entitled to be indemnified by the corporation. Our Marshall Islands Bylaws provide for mandatory indemnification of directors and officers and advancement of expenses.

Marshall Islands law permits corporations to purchase and maintain insurance for the benefit of any officer or director, whether or not they may otherwise indemnify such officer or director. Our Marshall Islands Bylaws permit us to purchase insurance in accordance with Marshall Islands law, and we have purchased and maintain a directors’ and officers’ liability policy for that purpose.		Bermuda law permits companies to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to such person in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. The Bermuda Bye-laws permit the Company to purchase insurance in accordance with Bermuda law, and we have purchased and maintain a directors’ and officers’ liability policy for that purpose.

Marshall Islands law also permits the adoption of a provision in a corporation’s articles of incorporation limiting or eliminating the personal liability of a director to a corporation or its shareholders by reason of a director’s breach of the director’s fiduciary duties, except for (i) any breach of the duty of loyalty to the corporation or its shareholders; (ii) any act or omission not undertaken in good faith or involving intentional misconduct or a knowing violation of law; or (iii) any breach in which the director obtains an improper personal benefit. Our Articles of Incorporation provides that to the full extent that the MIBCA, as it existed on May 31, 2006 or as it may thereafter be amended, permits the limitation or elimination of the liability of directors, our directors shall not be liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director.		The Bermuda Bye-laws provide (i) for the exculpation and indemnification of directors, and (ii) that the shareholders waive all claims or rights of action that they might have against any of the Company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except each case, (i) and (ii) in in respect of any fraud or dishonesty of such director or officer.


Marshall Islands		Bermuda
Under Marshall Islands law, shareholders have the right to dissent from various corporate actions, including certain mergers or sales of all or substantially all of a corporation’s assets not made in the usual and regular course of business, and receive payment for the fair value of their shares. The right of a dissenting shareholder to receive payment of the fair value of such shareholder’s shares is not available for the shares of any class or series of stock, which, at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual course of its business, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.		Under Bermuda law, a dissenting shareholder of a Bermuda exempted company is entitled to be paid the fair value of such shareholder’s shares in an amalgamation, merger or squeeze out. In the event of such an amalgamation, merger or squeeze out, a shareholder of the Bermuda company who did not vote in favor of the amalgamation, merger or squeeze out and who is not satisfied that fair value has been offered for such shareholder’s shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares.

In the event of an amendment of our articles, a shareholder has the right to dissent and receive payment for such shares if the amendment alters certain rights in respect of those shares. A condition for such payment is that the dissenting shareholder must follow the procedures set forth in Marshall Islands law. In the event that the Company fails to agree with any dissenting shareholder on a price for the shares, such procedures involve, among other things, the institution of court proceedings in either the Republic of the Marshall Islands or the country where our shares are primarily traded, which is the United States. The value of the shares of a dissenting shareholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.


Marshall Islands		Bermuda
Class actions are available under Marshall Islands law.		Generally, class actions and derivative actions are not available to shareholders under Bermuda law.

An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of a beneficial interest therein provided that (i) the plaintiff is such a holder at the time the action is brought and was such a holder at the time of the transaction of which he or she complains, or the plaintiff’s shares or interest therein devolved upon such plaintiff by operation of law, and (ii) the complaint sets forth with		Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s bye-laws.


Marshall Islands		Bermuda
particularity the efforts of the plaintiff to secure the initiation of such action by the Board or the reasons for not making such effort. Any such action in the Marshall Islands shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of the Marshall Islands.
Reasonable expenses including attorneys’ fees may be awarded if the action is successful. A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the stock has a value of $50,000 or less.
		Bermuda courts would further give consideration to acts that are alleged to constitute a fraud against a minority of shareholders, or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it.

		When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply to the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company’s affairs in the future or by ordering the purchase of the shares of any shareholders by other shareholders or by the company.


Marshall Islands		Bermuda
Marshall Islands law provides that any shareholder may during the usual hours of business inspect, for a purpose reasonably related to such person’s interests as a shareholder, and make copies or extracts from the share register, books of account, and minutes of all proceedings. Any such inspection may be denied to a shareholder or other person who within five years sold or offered for sale a list of shareholders of a corporation or aided or abetted any person in procuring for sale any such list of shareholders or who seeks such inspection for a purpose which is not in the interest of a business other than the business of the corporation or who refuses to furnish an affidavit attesting to this right to inspect.		Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company’s memorandum of association or memorandum of continuance, including its objects and powers, and certain alterations to the memorandum of association or memorandum of continuance. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings and the company’s audited financial statements, which must be presented to the annual general meeting. The register of shareholders of a company is also open to inspection by members without charge, and by members of the general public on payment of a fee. A company is required to maintain its register of members in Bermuda but may, subject to the


Marshall Islands		Bermuda
		provisions of the Bermuda Companies Act, establish a branch register outside of Bermuda. A company is required to keep at its registered office a register of directors and officers that is open for inspection for not less than two hours in any business day by members of the public without charge. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.


Marshall Islands		Bermuda
With certain exceptions, a merger or consolidation involving a corporation must be approved by the board of directors and the holders of a majority of the outstanding shares entitled to vote thereon unless the articles of incorporation provide for a higher voting standard.		The amalgamation or merger of a Bermuda company with another company (other than certain affiliated companies) requires the amalgamation or merger agreement to be approved by the company’s board and by its shareholders. Unless the company’s bye-laws provide otherwise, the approval of 75% of the shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third of the issued shares of the company.

Any sale, lease, exchange, or other disposition of all or substantially all the assets of a corporation, not made usual or regular course of business, is required to be approved by the board of directors and holders of the voting power of two-thirds of the outstanding shares of the corporation’s outstanding stock entitled to vote on such matter.

Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.		An acquiring party is generally able to acquire compulsorily the common shares of minority holders in the following ways: • By a procedure under the Bermuda Companies Act known as a “scheme of arrangement” which can be effected by obtaining the agreement of the company and of holders of common shares representing in the aggregate a majority in number and at least 75% in value of the holders of common shares present and voting at a court ordered meeting held to consider the scheme or arrangement. The scheme of arrangement must then be sanctioned by the Bermuda Supreme Court. If a scheme of arrangement receives all necessary agreements and sanctions, upon the filing of the court order with the Registrar of Companies in Bermuda, all holders of common shares can be compelled to sell their shares under the terms of the scheme of arrangement.


Marshall Islands		Bermuda
Under Marshall Islands law, generally, articles may be amended if the holders of a majority or the outstanding shares of stock entitled to vote on the matter approve the amendment, unless the articles specify a greater number.		The Bermuda Bye-laws provide that no bye-law may be rescinded, altered or amended and no new bye-law may be made except in accordance with Bermuda law and until the same has been approved by the


Marshall Islands		Bermuda

If a class vote is required, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the articles or Marshall Islands law.		affirmative vote of a majority of the Board or by written consent of the entire Board and by the affirmative vote of the holders of a majority of the voting power of all Teekay (Bermuda)’s outstanding share capital entitled to vote or by the unanimous written consent of the shareholders in lieu of a meeting^.

Under Marshall Islands law, if the articles of incorporation so specify or if the bylaws provide and were adopted by the shareholders, the board of directors may amend the bylaws. The shareholders also have the power to amend the bylaws. The Marshall Islands Bylaws provide that they may be amended, added to, altered or repealed, or new bylaws may be adopted by the affirmative vote of a majority of the entire Board, subject, however, to the power of the shareholders to alter, amend or repeal any bylaw so adopted. The Marshall Islands Bylaws also provide that they may be amended, added to, altered or repealed, or new bylaws may be adopted, by the shareholders.


INTERPRETATION		B-1

1.	Definitions	B-1

SHARES		B-2

2.	Power to Issue Shares	B-2

3.	Power of the Company to Purchase its Shares	B-2

4.	Rights Attaching to Shares	B-2

5.	Calls on Shares	B-4

6.	Forfeiture of Shares	B-4

7.	Share Certificates	B-5

8.	Fractional Shares	B-6

REGISTRATION OF SHARES		B-7

9.	Register of Members	B-7

10.	Registered Holder Absolute Owner	B-7

11.	Transfer of Registered Shares	B-7

12.	Transmission of Registered Shares	B-8

ALTERATION OF SHARE CAPITAL		B-9

13.	Power to Alter Capital	B-9

14.	Variation of Rights Attaching to Shares	B-9

DIVIDENDS AND CAPITALISATION		B-10

15.	Dividends	B-10

16.	Power to Set Aside Profits	B-10

17.	Method of Payment	B-10

18.	Capitalisation	B-11

MEETINGS OF MEMBERS		B-11

19.	Annual General Meetings	B-11

20.	Special General Meetings	B-12

21.	Requisitioned General Meetings	B-12

22.	Notice	B-12

23.	Giving Notice and Access	B-13

24.	Postponement or cancellation of General Meeting	B-13

25.	Electronic Participation and security in Meetings	B-13

26.	Quorum at General Meetings	B-14

27.	Chair to Preside at General Meetings	B-14

28.	Secretary of General Meetings	B-14

29.	Right to Vote and Fixing of Record Date	B-15


30.	Voting on Resolutions	B-15

31.	Power to Demand a Vote on a Poll	B-16

32.	Voting by Joint Holders of Shares	B-16

33.	Instrument of Proxy	B-17

34.	Representation of Corporate Member	B-17

35.	Adjournment of General Meeting	B-17

36.	Written Resolutions	B-18

37.	Directors, Officers, Auditors Attendance at General Meetings	B-18

DIRECTORS AND OFFICERS		B-19

38.	Election of Directors	B-19

39.	Number of Directors	B-19

40.	Classes of Directors	B-20

41.	Term of Office of Directors	B-20

42.	Removal of Directors	B-20

43.	Vacancy in the Office of Director	B-21

44.	Remuneration of Directors	B-21

45.	Defect in Appointment	B-21

46.	Directors to Manage Business	B-21

47.	Powers of the Board of Directors	B-21

48.	Register of Directors and Officers	B-22

49.	Appointment and Removal of Officers	B-22

50.	Duties of Officers	B-23

51.	Remuneration of Officers	B-23

52.	Conflicts of Interest	B-23

53.	Indemnification and Exculpation of Directors, Officers and Others	B-24

MEETINGS OF THE BOARD OF DIRECTORS		B-26

54.	Board Meetings	B-26

55.	Notice of Board Meetings	B-26

56.	Electronic Participation in Meetings	B-27

57.	Quorum at Board Meetings	B-27

58.	Board to Continue in the Event of Vacancy	B-27

59.	Chair and Secretary of Board Meetings	B-27

60.	Written Resolutions	B-27

61.	Validity of Prior Acts of the Board	B-27


CORPORATE RECORDS		B-27

62.	Minutes	B-27

63.	Place Where Corporate Records Kept	B-28

64.	Form and Use of Seal	B-28

ACCOUNTS		B-28

65.	Records of Account	B-28

66.	Financial Year End	B-28

AUDITS		B-28

67.	Annual Audit	B-28

68.	Appointment of Auditor	B-29

69.	Remuneration of Auditor	B-29

70.	Duties of Auditor	B-29

71.	Access to Records	B-29

72.	Financial Statements and the Auditor's Report	B-29

73.	Vacancy in the Office of Auditor	B-29

VOLUNTARY WINDING-UP AND DISSOLUTION		B-30

74.	Winding-Up	B-30

CHANGES TO CONSTITUTION		B-30

75.	Changes to Bye-laws	B-30

76.	Discontinuance	B-30


“Act”		the Companies Act 1981;

“Auditor”		includes an individual, company or partnership;

“Board”		the board of Directors (including, for the avoidance of doubt, a sole Director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the Directors present at a meeting of Directors at which there is a quorum;

“Company”		the company for which these Bye-laws are approved and confirmed;

“Director”		a director of the Company;

“Member”		the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

“notice”		written notice as further provided in these Bye-laws unless otherwise specifically stated;

“Officer”		any person appointed by the Board to hold an office in the Company;

“Register of Directors and Officers”		the register of Directors and Officers referred to in these Bye-laws;

“Register of Members”		the register of Members referred to in these Bye-laws;

“Resident Representative”		any person appointed to act as resident representative and includes any deputy or assistant resident representative;

“Secretary”		the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and

“Treasury Share”		a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.


TEEKAY CORPORATION

By:		/s/ Kenneth Hvid
		Kenneth Hvid
		President and Chief Executive Officer


Signature		Title

/s/ David Schellenberg David Schellenberg		Chair of the Board

/s/ Kenneth Hvid Kenneth Hvid		Director, President and Chief Executive Officer (Principal Executive Officer)

/s/ Brody Speers Brody Speers		Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Peter Antturi Peter Antturi		Director

/s/ Rudolph Krediet Rudolph Krediet		Director

/s/ Alan Semple Alan Semple		Director

/s/ Heidi Locke Simon Heidi Locke Simon		Director


PUGLISI & ASSOCIATES

By:		/s/ DONALD J. PUGLISI
Name:		Donald J. Puglisi
Title:		Managing Director


Exhibit Number		Description of Document

3.1		Amended and Restated Articles of Incorporation of Teekay Corporation (Marshall Islands), as amended (incorporated by reference to Exhibit 1.1 to Teekay Corporation’s Annual Report on Form 20-F, filed with the SEC on April 7, 2009).

3.2		Articles of Amendment of Articles of Incorporation (Marshall Islands) of Teekay Corporation (incorporated by reference to Exhibit 1.2 to Teekay Corporation’s Annual Report on Form 20-F, filed with the SEC on April 7, 2009).

3.3		Amended and Restated Bylaws of Teekay Corporation (Marshall Islands) (incorporated by reference to Exhibit 1.1 to Teekay Corporation’s Report on Form 6-K, filed with the SEC on May 27, 2020).

3.4		Form of Memorandum of Continuance of Teekay Corporation (Bermuda). *

3.5		Form of Bye-laws of Teekay Corporation (Bermuda). *

4.1		Form of Indemnification Agreement between Teekay and each of its officers and directors (incorporated by reference to Exhibit 4.4 to Teekay Corporation’s Annual report on Form 20-F, filed with the SEC on April 1, 2021).

4.2		Amended and Restated Omnibus Agreement dated as of December 19, 2006, among Teekay Corporation, Teekay GP L.L.C., Teekay LNG Partners L.P., Teekay LNG Operating L.L.C., Teekay Offshore GP L.L.C., Teekay Offshore Partners L.P., Teekay Offshore Operating GP. L.L.C. and Teekay Offshore Operating L.P. (incorporated by reference to Exhibit 4.15 to Teekay Corporation’s Annual Report on Form 20-F, filed with the SEC on April 19, 2007).

4.3		2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Teekay Corporation’s Registration Statement on Form S-8 (Registration No. 333-187142), filed with the SEC on March 8, 2013).

4.4		Equity Distribution Agreement dated December 29, 2020, between Teekay Corporation and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 4.15 to Teekay Corporation’s Annual Report on Form 20-F, filed with the SEC on April 1, 2021).

4.5		Agreement and Plan of Merger, dated October 4, 2021, among Stonepeak Limestone Holdings L.P., Limestone Merger Sub, Inc., Teekay LNG Partners L.P. and Teekay GP L.L.C. (incorporated by reference to Exhibit 4.1 to Teekay Corporation’s Report on Form 6-K, filed with the SEC on October 12, 2021).

4.6		Limited Liability Company Interest Purchase Agreement, dated October 4, 2021, between Teekay Corporation and Stonepeak Limestone Holdings L.P. (incorporated by reference to Exhibit 4.2 to Teekay Corporation’s Report on Form 6-K, filed with the SEC on October 12, 2021).

4.7		Covenant Letter Agreement dated October 4, 2021 between Teekay Corporation and Stonepeak Limestone Holdings L.P. (incorporated by reference to Exhibit 4.12 to Teekay Corporation’s Annual Report on Form 20-F, filed with the SEC on April 6, 2022).

4.8		2023 Equity Incentive Plan (incorporated by reference to Exhibit 4.9 to Teekay Corporation’s Annual Report on Form 20-F, filed with the SEC on March 31, 2023).

4.9		Secured Revolving Credit Facility Agreement dated May 3, 2023 between Teekay Tankers Ltd., Nordea Bank Abp, New York Branch and various other banks, for a $350.0 million long-term debt facility (incorporated by reference to Exhibit 4.10 to Teekay Corporation’s Report on Form 6-K, filed with the SEC on May 12, 2023).

5.1		Opinion of Conyers Dill & Pearman Limited LLP, Bermuda special counsel to Teekay Corporation. *


Exhibit Number		Description of Document

8.1		Opinion of Watson Farley & Williams LLP, Marshall Islands counsel to Teekay Corporation, with respect to certain Marshall Islands tax matters. *

8.2		Opinion of Conyers Dill & Pearman Limited, with respect to certain Bermuda tax matters (contained in Exhibit 5.1). *

8.3		Opinion of Perkins Coie LLP, United States counsel to Teekay Corporation, with respect to certain United States tax matters. *

21.1		List of Subsidiaries of Teekay Corporation. *

23.1		Consent of KPMG LLP. *

23.2		Consent of Conyers Dill & Pearman Limited (contained in Exhibit 5.1 and 8.2).

23.3		Consent of Watson Farley & Williams LLP (contained in Exhibit 8.1).

23.4		Consent of Perkins Coie LLP (contained in Exhibit 8.3).

24.1		Powers of Attorney (contained on signature page to the registration statement).

107		Filing Fee Table. *


Name of Subsidiary	State or Jurisdiction of Incorporation	Proportion of Ownership Interest
Athens Spirit L.L.C.	Marshall Islands		28.5	%
Atlanta Spirit L.L.C.	Marshall Islands		28.5	%
Axel Spirit L.L.C.	Marshall Islands		28.5	%
Barcelona Spirit L.L.C.	Marshall Islands		28.5	%
Beijing Spirit L.L.C.	Marshall Islands		28.5	%
Dilong Spirit L.L.C.	Marshall Islands		28.5	%
Donegal Spirit L.L.C.	Marshall Islands		28.5	%
Erik Spirit L.L.C.	Marshall Islands		28.5	%
Esther Spirit L.L.C.	Marshall Islands		28.5	%
Everest Spirit Holding L.L.C.	Marshall Islands		28.5	%
Galway Spirit L.L.C.	Marshall Islands		28.5	%
Helga Spirit L.L.C.	Marshall Islands		28.5	%
Hummingbird Holdings L.L.C.	Marshall Islands		100	%
Hummingbird Spirit L.L.C.	Marshall Islands		100	%
Jiaolong Spirit L.L.C.	Marshall Islands		28.5	%
Kaveri Spirit L.L.C.	Marshall Islands		28.5	%
Limerick Spirit L.L.C.	Marshall Islands		28.5	%
London Spirit L.L.C.	Marshall Islands		28.5	%
Los Angeles Spirit L.L.C.	Marshall Islands		28.5	%
Matterhorn Spirit L.L.C.	Marshall Islands		28.5	%
Montreal Spirit L.L.C.	Marshall Islands		28.5	%
Orchid Spirit L.L.C.	Marshall Islands		28.5	%
Petrojarl 4 DA	Norway		100	%
Pinnacle Spirit L.L.C.	Marshall Islands		28.5	%
Remora AS	Norway		89.9	%
Rio Spirit L.L.C.	Marshall Islands		28.5	%
Rome Spirit L.L.C.	Marshall Islands		28.5	%
Seoul Spirit L.L.C.	Marshall Islands		28.5	%
Shenlong Spirit L.L.C.	Marshall Islands		28.5	%
Summit Spirit L.L.C.	Marshall Islands		28.5	%
Sydney Spirit L.L.C.	Marshall Islands		28.5	%
T.I.L. Holdings Ltd.	Marshall Islands		28.5	%
T.I.L. I L.L.C.	Marshall Islands		28.5	%
T.I.L. II L.L.C.	Marshall Islands		28.5	%
T.I.L. III L.L.C.	Marshall Islands		28.5	%
T.I.L. IV L.L.C.	Marshall Islands		28.5	%
T.I.L. IX L.L.C.	Marshall Islands		28.5	%
T.I.L. V L.L.C.	Marshall Islands		28.5	%
T.I.L. VI L.L.C.	Marshall Islands		28.5	%
T.I.L. VII L.L.C.	Marshall Islands		28.5	%
T.I.L. VIII L.L.C.	Marshall Islands		28.5	%
T.I.L. X L.L.C.	Marshall Islands		28.5	%
T.I.L. XI L.L.C.	Marshall Islands		28.5	%
T.I.L. XII L.L.C.	Marshall Islands		28.5	%
T.I.L. XIII L.L.C.	Marshall Islands		28.5	%
T.I.L. XIV L.L.C.	Marshall Islands		28.5	%
Tanker Investments Ltd.	Marshall Islands		28.5	%
Teekay Business Process Services, Inc.	Philippines		100	%
Teekay Chartering Limited	Marshall Islands		28.5	%
Teekay Finance Limited	Bermuda		100	%
Teekay Holdings Australia Pty Ltd.	Australia		100	%
Teekay Holdings Limited	Bermuda		100	%
Teekay Hummingbird Production Limited	United Kingdom		100	%
Teekay Marine (Singapore) Pte. Ltd.	Singapore		28.5	%
Teekay Marine Holdings Ltd.	Marshall Islands		28.5	%
Teekay Marine Solutions Inc.	USA		28.5	%
Teekay Petrojarl Floating Production UK Ltd.	United Kingdom		100	%
Teekay Service Holdings Coöperatief U.A.	Netherlands		100	%
Teekay Services Ltd.	Bermuda		100	%
Teekay Shipping (Australia) Pty Ltd.	Australia		100	%
Teekay Shipping (Canada) Ltd.	Canada		100	%
Teekay Shipping (India) Private Limited	India		100	%
Teekay Shipping (Singapore) Pte Ltd	Singapore		100	%
Teekay Shipping (UK) Ltd.	United Kingdom		100	%
Teekay Shipping (USA), Inc.	USA		100	%
Teekay Shipping Philippines, Inc.	Philippines		25	%
Teekay Tanker Operations Ltd.	Marshall Islands		28.5	%
Teekay Tankers Chartering L.L.C.	Marshall Islands		28.5	%
Teekay Tankers Chartering Pte. Ltd.	Singapore		28.5	%
Teekay Tankers Holdings Ltd.	Marshall Islands		28.5	%
Teekay Tankers HZ Hull No. H-1586 L.L.C.	Marshall Islands		28.5	%
Teekay Tankers HZ Hull No. H-1587 L.L.C.	Marshall Islands		28.5	%
Teekay Tankers HZ Hull No. H-1592 L.L.C.	Marshall Islands		28.5	%
Teekay Tankers HZ Hull No. H-1593 L.L.C.	Marshall Islands		28.5	%
Teekay Tankers Ltd. ⁽¹⁾	Marshall Islands		28.5	%
Teekay Tankers TS Hull No. S-1415 L.L.C.	Marshall Islands		28.5	%
Teekay Workboats L.L.C.	USA		28.5	%
Tianlong Spirit L.L.C.	Marshall Islands		28.5	%
Tokyo Spirit L.L.C.	Marshall Islands		28.5	%
TPO AS	Norway		100	%
TPO Investments Inc.	Marshall Islands		100	%
Ugland Stena Storage AS	Norway		100	%
Zenith Spirit L.L.C.	Marshall Islands		28.5	%