COMPANIES ACTS, 1963 TO 2003
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PUBLIC LIMITED COMPANY
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(NEW) MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
ELAN FINANCE PUBLIC LIMITED COMPANY
(AS AMENDED BY SPECIAL RESOLUTION DATED 11TH NOVEMBER, 2004)
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INCORPORATED 2004
---------------------------------
A & L GOODBODY
COMPANIES ACTS, 1963 TO 2003
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PUBLIC LIMITED COMPANY
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(NEW) MEMORANDUM OF ASSOCIATION
OF
ELAN FINANCE PUBLIC LIMITED COMPANY
(AS AMENDED BY SPECIAL RESOLUTION DATED 11TH NOVEMBER, 2004)
--------------------------------
1. The name of the Company is Elan Finance public limited company.
2. The objects for which the Company is established are:
2.1. To carry on the business of issuing, selling, buying and dealing
generally in bonds, commercial paper, promissory notes,
obligations, certificates of deposit, treasury bills, trade bills,
bills of exchange, bills of lading, bank acceptances, options,
options certificates, futures, annuities, interests in property,
monetary instruments, shares, stocks, debentures, debenture stock
(perpetual or otherwise), letters of credit, circular notes,
financial and investment instruments and all other instruments and
securities of all kinds, whether or not transferable of
negotiable, whether issued at a premium or a discount, with or
without interest, secured or unsecured or on such other terms as
the Directors may from time to time in their absolute discretion
determine.
2.2. To carry out all types of financing and refinancing in any
currency whatsoever and to carry out financing and refinancing of
every description, whether asset based or not including, without
limitation, financing and refinancing of financial assets, with or
without security, financing or refinancing by way of loans,
acceptances credits, issuance of commercial paper, bank
placements, leasing, hire-purchase, bailment, rental, purchase and
sale, conditional sale, credit sale, assignment, novation,
factoring, discounting, securitisation, unitisation, project
financing, participation or sub-participation for persons wherever
situate in any currency whatsoever.
2.3. To carry on the business of a holding company and for such purpose
to acquire and hold, either in the name of the Company or in the
name of any nominee or agent, any shares, stocks, bonds,
debentures or debenture stock (whether perpetual or not), loan
stock, notes, obligations or other securities or assets of any
kind, whether corporeal or incorporeal, (in this paragraph
referred to as "Securities") issued or guaranteed by any company
and similarly to acquire and hold as aforesaid any Securities
issued or guaranteed by any government, state, ruler,
commission-
ers, or other public body or authority (and whether sovereign,
dependent, national, regional, local or municipal), and to
acquire any Securities by original subscription, contract,
tender, purchase, exchange, underwriting, participation in
syndicates or otherwise and whether or not fully paid up, and to
subscribe for the same subject to such terms and conditions (if
any) as may be thought fit and to exercise and enforce all rights
and powers conferred by or incident to the ownership of any
Securities including, without limitation, all such powers of veto
or control as may be conferred by virtue of the holding by the
Company of some special proportion of the issued or nominal
amount thereof.
2.4. As an object of the Company and as a pursuit in itself or
otherwise, and whether for the purpose of making a profit or
avoiding a loss or for any other purchase whatsoever (whether or
not the Company derives any benefit therefrom), to engage in
currency exchange and interest rate transactions and any other
financial or other transactions of whatever nature, including
(without limiting the foregoing) any transaction for the purposes
of, or capable of being for the purposes of, avoiding, reducing,
minimising, hedging against or otherwise managing the risk of any
loss, cost, expense or liability existing, or which may arise,
directly or indirectly, from a change or changes in any interest
rate or currency exchange rate or in the price or value of any
property, asset, commodity, index or liability or from any other
risk or factor, including but not limited to dealings, whether
involving purchases, sales or otherwise, in foreign and Irish
currency, spot and forward exchange rate contracts, forward rate
agreements, caps, floors and collars, futures, options, swaps, and
any other currency interest rate and other hedging arrangements
and such other instruments as are similar to, or derivatives of,
any of the foregoing.
2.5. To guarantee, indemnify, support or secure, whether by personal
covenant or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled
capital of the Company, or by both such methods, the performance
of the obligations of, and the repayment or payment of the
principal amounts of and premiums, interest and dividends on any
securities of, any person, firm or company, including (without
prejudice to the generality of the foregoing) any company which is
for the time being the Company's holding company or another
subsidiary of the Company's holding company or otherwise
associated with the Company in business and whether or not the
Company receives any consideration, benefit or advantage
therefore.
2.6. As a separate and independent object to make voluntary
dispositions of all or any part of the property and rights of the
Company and to make gifts thereof or gratuitous payments either
for no consideration or for a consideration less than the market
value of such property or rights or the amount of such payment, or
by all or any such methods.
2.7. To remunerate any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the
placing of any of the shares in the Company's capital or any
debentures, debenture stock or other securities of the
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Company, or in or about the formation or promotion of the Company
or the conduct of its business and to pay out of the funds of the
Company all expenses which the Company may lawfully pay in
respect of or incidental to the formation, registration and
advertising of or raising money for the Company and the issue of
its capital, or for contributing to or assisting any issuing
house or firm or person, either issuing or purchasing, with a
view to issuing all or any part of the Company's capital, in
connection with the advertising or offering the same for sale or
subscription, including brokerage and commissions for obtaining
applications for or taking, placing, underwriting or procuring
the underwriting of shares, debentures or debenture stock."
2.8. To carry on any other business, except the issuing of policies of
insurance, which may seem to the Company capable of being
conveniently carried on in connection with the above, or
calculated directly or indirectly to enhance the value of or
render profitable any of the Company's property or rights.
2.9. To invest any monies of the Company in such investments and in
such manner as may from time to time be determined, and to hold,
sell or deal with such investments and generally to purchase, take
on lease or in exchange or otherwise acquire any real and personal
property and rights or privileges.
2.10. To subscribe for, take, purchase or otherwise acquire and hold
shares or other interests in, or securities of any other company
having objects altogether or in part similar to those of this
Company or carrying on any business capable of being carried on so
as, directly or indirectly, to benefit this Company.
2.11. To develop and turn to account any land acquired by the Company or
in which it is interested and in particular by laying out and
preparing the same for building purposes, constructing, altering,
pulling down, decorating, maintaining, fitting up and improving
buildings and conveniences, and by planting, paving, draining,
farming, cultivating, letting on building lease or building
agreement and by advancing money to and entering into contracts
and arrangements of all kinds with builders, tenants and others.
2.12. To acquire and undertake the whole or any part of the business,
property, goodwill and assets of any person, firm or company
carrying on or proposing to carry on any of the businesses which
the Company is authorised to carry on, or which can be
conveniently carried on in connection with the same, or may seem
calculated directly or indirectly to benefit the Company.
2.13. To employ the funds of the Company in the development and
expansion of the business of the Company and all or any of its
subsidiary or associated companies and in any other company
whether now existing or hereafter to be formed and engaged in any
like business of the Company or any of its subsidiary or
associated companies or of any other industry ancillary thereto or
which can conveniently be carried on in connection therewith.
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2.14. To lend money to such persons or companies either with or without
security and upon such terms as may seem expedient.
2.15. To borrow or otherwise raise money or carry out any other means of
financing, whether or not by the issue of stock or other
securities, and to enter into or issue interest and currency
hedging and swap agreements, forward rate agreements, interest and
currency futures or options and other forms of financial
instruments, and to purchase, redeem or pay off any of the
foregoing.
2.16. To secure the payment of money or other performance of financial
obligations in such manner as the Company shall think fit, whether
or not by the issue of debentures or debenture stock, perpetual or
otherwise, charged upon all or any of the Company's property,
present or future, including its uncalled capital.
2.17. To adopt such means of making known the Company and its products
and services as may seem expedient.
2.18. To sell, improve, manage, develop, exchange, lease, mortgage,
enfranchise, dispose of, turn to account or otherwise deal with
all or any part of the property, undertaking, rights or assets of
the Company and for such consideration as the Company might think
fit. Generally to purchase, take on lease or in exchange or
otherwise acquire any real and personal property and rights or
privileges.
2.19. To acquire and carry on any business carried on by a subsidiary or
a holding Company of the Company or another subsidiary of a
holding company of the Company.
2.20. To provide services of any kind including the carrying on of
advisory, consultancy, brokerage and agency business of any kind.
2.21. To guarantee, grant indemnities in respect of, support or secure,
whether by personal covenant or by mortgaging or charging all or
any part of the undertaking, property and assets (present and
future) and uncalled capital of the Company, or by both such
methods, the performance of the contracts or obligations of and
the repayment or payment of the principal amounts of and premiums,
interest and dividends on any securities of any person, firm or
company, including (without prejudice to the generality of the
foregoing) any company which is for the time being the Company's
holding company as defined by section 155 of the Companies Act,
1963, or another subsidiary as defined by the said section of the
Company's holding company or otherwise associated with the Company
in business notwithstanding the fact that the Company may not
receive any consideration, advantage or benefit, direct or
indirect from entering into such guarantee or other arrangement or
transaction contemplated herein.
2.22. To amalgamate with any other company.
2.23. To apply for, purchase or otherwise acquire any patents, brevets
d'invention, licences, trade marks, technology and know-how and
the like conferring any exclus-
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ive or non-exclusive or limited right to use or any secret or
other information as to any invention or technology which may
seem capable of being used, for any of the purposes of the
Company or the acquisition of which may seem calculated directly
or indirectly to benefit the Company, and to use, exercise,
develop or grant licences in respect of or otherwise turn to
account the property rights or information so acquired.
2.24. To enter into partnership or into any arrangement for sharing
profits, union of interests, co-operation, joint venture or
otherwise with any person or company or engage in any business or
transaction capable of being conducted so as directly or
indirectly to benefit the Company.
2.25. To grant pensions or gratuities (to include death benefits) to any
officers or employees or ex-officers or ex-employees of the
Company, or its predecessors in business or the relations,
families or dependants of any such persons, and to establish or
support any non-contributory or contributory pension or
superannuation funds, any associations, institutions, clubs,
buildings and housing schemes, funds and trusts which may be
considered calculated to benefit any such persons or otherwise
advance the interests of the Company or of its members.
2.26. To promote any company or companies for the purpose of acquiring
all or any of the property and liabilities of this Company or for
any other purpose which may seem directly or indirectly calculated
to benefit this Company.
2.27. To remunerate any person or company for services rendered or to be
rendered in placing or assisting to place or guaranteeing the
placing of any of the shares in the Company's capital or any
debentures, debenture stock or other securities of the Company, or
in or about the formation or promotion of the Company or the
conduct of its business.
2.28. To draw, make, accept, endorse, discount, execute and issue
promissory notes, bills of exchange, bills of lading, warrants,
debentures, letters of credit and other negotiable or transferable
instruments.
2.29. To undertake and execute any trusts the undertaking whereof may
seem desirable, whether gratuitously or otherwise.
2.30. To procure the Company to be registered or recognised in any
country or place.
2.31. To promote freedom of contract and to counteract and discourage
interference therewith, to join any trade or business federation,
union or association, with a view to promoting the Company's
business and safeguarding the same.
2.32. To do all or any of the above things in any part of the world as
principal, agent, contractor, trustee or otherwise, and by or
through trustees, agents or otherwise and either alone or in
conjunction with others.
2.33. To distribute any of the property of the Company in specie among
the members.
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2.34. To do all such other things as the Company may think incidental or
conducive to the attainment of the above objects or any of them.
NOTE A: The objects specified in each paragraph of this clause shall,
except where otherwise expressed in such paragraph, be in no wise
limited or restricted by reference to, or inference from, the terms of
any other paragraph.
NOTE B: It is hereby declared that the word "company" in this clause
(except where it refers to this Company) will be deemed to include any
partnership or other body of persons, whether or not incorporated and
whether formed in Ireland or elsewhere.
3. The liability of the members is limited.
4. The share capital of the Company is (euro)100,000 divided into 100,000
shares of (euro)1 each.
We, the several persons whose names and addresses are subscribed, wish to be
formed into a company in pursuance of this memorandum of association, and we
agree to take the number of shares in the capital of the Company set opposite
our respective names.
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Names, Addresses and Descriptions Number of shares
of Subscribers taken by each
Subscriber
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Goodbody Subscriber One Limited One
North Wall Quay
IFSC
Dublin 1
Limited Liability Company
Goodbody Subscriber Two Limited One
North Wall Quay
IFSC
Dublin 1
Limited Liability Company
John Olden One
9 Grove Paddock
Blackrock
Co. Dublin
Solicitor
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John Given One
8 Carraig Grennane
Killiney Avenue
Co Dublin
Solicitor
Maire Cunnigham One
95 New Row Square
New Row South
Dublin 8
Solicitor
Jeanne Kelly One
51 Mountpleasant Avenue Lower
Ranelagh
Dublin 6
Solicitor
Emma Laffan One
8 Obelisk Grove
St. Augustines Park
Blackrock
Co. Dublin
Solicitor
Total number taken Seven
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Dated 18 October 2004
Witness to the above signatures: Margaret White
23 Foxfield Grove
Raheny
Dublin 5
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COMPANIES ACTS, 1963 TO 2003
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PUBLIC LIMITED COMPANY
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ARTICLES OF ASSOCIATION
OF
ELAN FINANCE PUBLIC LIMITED COMPANY
--------------------------------
PRELIMINARY
5. TABLE A: The regulations in Part I of Table A in the First Schedule to
the Act (as amended by the Acts) with the exception of regulations 56,
57, 61, 75 and 110 to 112 will apply to the company subject to the
alterations herein contained and will, so far as not inconsistent with
these presents, bind the company and the shareholders.
6. DEFINITIONS: In these articles, unless the context otherwise requires:
the 1983 ACT means the Companies (Amendment) Act, 1983;
the 1990 ACT means the Companies Act, 1990;
the ACTS means the Companies Acts, 1963 to 2003;
the AUDITORS means the auditors or auditor for the time being of the
company;
IRELAND means Ireland excluding Northern Ireland and all references in
Table A to "the State" will be construed as meaning references to
Ireland; and
TABLE A means Table A in the First Schedule to the Act.
7. INTERPRETATION:
7.1. All references in Table A to the Companies Acts, 1963 to 1983 will
be construed as references to the Acts.
7.2. Unless the contrary is clearly stated, reference to any section of
any of the Acts is to such section as same may be amended,
extended or re-enacted (whether before or after the date hereof)
from time to time.
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7.3. Reference to any legislation or document includes that legislation
or document as amended or supplemented from time to time.
7.4. Unless the context otherwise requires, words importing the
singular include the plural and vice versa, words importing the
masculine include the feminine, and words importing persons
include corporations.
7.5. Headings are inserted for convenience only and do not affect the
construction of these articles.
SHARE CAPITAL
8. CAPITAL STRUCTURE: The capital of the company is (euro)100,000 divided
into 100,000 ordinary shares of (euro)1 each.
9. DIRECTORS' AUTHORITY TO ALLOT SHARES: The directors are generally and
unconditionally authorised to exercise all powers of the company to
allot relevant securities (as defined for the purposes of section 20
of the 1983 Act) up to an amount equal to the authorised but unissued
share capital of the company as at the date of incorporation of the
company, and such authority will expire five years from that date save
that the company may before such expiry make an offer or agreement
which would or might require relevant securities to be allotted after
such expiry and the directors may allot relevant securities in
pursuance of such offer or agreement as if the authority conferred
hereby had not expired.
10. PURCHASE OF OWN SHARES: Subject to and in accordance with the
provisions of the Acts, the company may purchase its own shares
(including any redeemable shares).
TRANSFER OF SHARES
11. The instrument of transfer of a fully paid up share need not be signed
by or on behalf of the transferee and regulation 22 of Part I of Table
A will be modified accordingly.
GENERAL MEETINGS
12. GENERAL MEETINGS OUTSIDE IRELAND: The first annual general meeting of
the company may be held in or outside Ireland. Subsequent annual
general meetings shall be held in Ireland unless in respect of any
particular meeting either all the members entitled to attend and vote
at such meeting consent in writing to its being held elsewhere or a
resolution providing that it be held elsewhere has been passed at the
preceding annual general meeting. Extraordinary general meetings may be
held in or outside Ireland. Regulation 47 of Part I of Table A will not
apply and regulation 50 will be construed as if the words "within the
State" were deleted therefrom.
13. AUDITORS' REQUISITION: An extraordinary general meeting shall be
convened upon the requisition of the Auditors under the circumstances
described in section 186 of the 1990 Act, as well as upon the
requisition described in regulation 50 of Part I of Table A.
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PROCEEDINGS AT GENERAL MEETINGS
14. PROXIES: In regulation 70 of Part I of Table A the words "not less than
48 hours before the time for holding" and "not less than 48 hours
before the time appointed for" will be deleted and there shall be
substituted therefor the words "before the commencement of" on both
occasions.
15. POLL: A poll may be demanded at any general meeting by any member
present in person or by proxy who is entitled to vote thereat and
regulation 59 of Part I of Table A will be modified accordingly.
VOTES OF MEMBERS
16. For so long as:
16.1. the company holds shares as treasury shares; or
16.2. any subsidiary of the company holds shares in the company
the company or the subsidiary as the case may be shall not exercise
any voting rights in respect of the shares and regulations 63 to 73 of
Part I of Table A will be modified accordingly.
RESOLUTIONS OF DIRECTORS AND COMMITTEES AT ELECTRONIC MEETINGS
17.
17.1. All or any of the Directors, or of the members of a Committee, can
take part in a meeting of the Directors, or of a Committee as the
case may be, by the use of conference telephone,
video-conferencing or other telecommunications equipment designed
to allow all persons participating to hear each other speak (an
"Electronic Meeting").
17.2. A person taking part in this way will be counted as being present
at the meeting, and an Electronic Meeting will be considered to be
a meeting of Directors, or of a Committee as the case may be, for
the purpose of passing resolutions but not for doing any other act
or thing which, under specific requirements of the Acts, must be
done at a meeting of Directors.
17.3. The provisions of these regulations, in so far as they relate to
the summoning of meetings of Directors or of Committees, the
appointment and powers of a chairman, the transaction of business,
alternates, quorum, voting, adjournment and the keeping of
minutes, will apply to an Electronic Meeting as if it were a
meeting of Directors, or of a Committee as the case may be, at
which all those taking part were in the physical presence of each
other.
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RESOLUTIONS OF DIRECTORS AND COMMITTEES IN WRITING
18.
18.1. A resolution in writing signed by each Director (or his alternate)
will be as valid as if it had been passed at a meeting of the
Directors duly convened and held. A resolution in writing signed
by each member of a Committee (or, in the case of a Director, his
alternate) will be as valid as if it had been passed at a meeting
of that Committee duly convened and held. Such a resolution may
consist of one document or two or more documents to the same
effect each signed by one or more of the signatories.
DIRECTORS
19. NUMBER OF DIRECTORS: The company will have not less than two directors.
Regulation 75 of Part I of Table A will not apply.
20. NO SHARE QUALIFICATION: A director or alternate director will not be
required to hold any shares in the company by way of qualification, and
regulation 77 of Part I of Table A will not apply.
21. DIRECTORS' RIGHT TO ATTEND MEETINGS: A director who is not a member of
the company will nevertheless be entitled to receive notice of, attend
and speak at any general meeting or separate meeting of the holders of
any class of shares, and regulation 136 of Part I of Table A will be
modified accordingly.
POWERS AND DUTIES OF DIRECTORS
22. POWERS TO BORROW AND GRANT SECURITY: The directors may exercise all the
powers of the company to borrow money and to mortgage or charge its
undertaking, property and uncalled capital or any part thereof and,
subject to section 20 of the 1983 Act, to issue debentures, debenture
stock and other securities whether outright or as security for any
debt, liability or obligation of the company or of any third party.
Regulation 79 of Part I of Table A will not apply.
23. INTERESTS IN CONTRACTS: The obligations of a director to disclose the
nature of his interest in any contract or proposed contract with the
company will apply equally to any shadow director who shall declare his
interest in the manner prescribed by section 27(3) of the 1990 Act.
24. DIRECTORS' CONTRACTS: No contract will be entered into by the company
for the employment of, or the provision of services by, a director or a
director of a holding company of the company containing a term to which
section 28 of the 1990 Act applies without obtaining the approval
provided for in that section, and regulation 85 of Part I of Table A
will be modified accordingly.
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DISQUALIFICATION OF DIRECTORS
25. The office of director will be ipso facto vacated if the director
becomes prohibited from being a director of the company by reason of
any declaration or order made under section 150 or 160 of the 1990 Act,
as well as under the circumstances described in regulation 91 of Part I
of Table A.
ROTATION AND RE-ELECTION
26. The directors will not retire at the first annual general meeting or by
rotation, or require to be re-elected in general meeting following
appointment by the directors. Regulations 92 to 100 inclusive of Part I
of Table A will be modified accordingly.
PROCEEDINGS OF DIRECTORS
27. PARTICIPATION IN BOARD MEETINGS BY TELEPHONE: Any director (including
an alternate) or any member of a committee of directors may
participate in a meeting of the directors or a committee of directors
of which he is a member by means of a conference telephone or similar
communicating equipment whereby all persons participating in the
meeting can hear each other, and participation in a meeting in this
manner will be deemed to constitute presence in person (or, as the
case may be, by alternate) at such meeting but, for the purposes of
determining whether the quorum for the transaction of business exists,
any director or committee member in telephonic communication with a
meeting of directors or of a committee as the case may be will not be
counted in the quorum, and regulation 102 of Part I of Table A will be
modified accordingly.
28. COMMITTEES OF DIRECTORS: The meetings and proceedings of any committee
formed by the directors will be governed by the provisions of these
articles regulating the meetings and proceedings of directors so far as
the same are applicable and are not superseded by any regulations
imposed on such committee by the directors.
RESOLUTIONS IN WRITING BY DIRECTORS
29. A resolution in writing signed by each director (or his alternate
director) will be as valid as if it had been passed at a meeting of the
directors duly convened and held, and may consist of one document or
two or more documents to the same effect each signed by one or more
directors (or their alternates or substitutes), and regulation 109 of
Part I of Table A will be modified accordingly.
EXECUTIVE DIRECTORS
30. The directors may from time to time appoint one or more of themselves
to be managing director or any other category of executive director for
such period and on such terms as to remuneration or otherwise as they
think fit, and, subject to the terms of any agreement entered into in
any particular case, may revoke such appointment. Regulations 110 and
111 of Part I of Table A will not apply and regulation 112 will apply
to all executive directors as it applies to a managing director.
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ALTERNATE DIRECTORS
31. Any director may from time to time appoint any person to be his
alternate. The alternate will be entitled to attend and vote at any
meeting of the directors at which the appointer is not personally
present and, in the absence of the appointer, to exercise all the
powers, rights, duties and authorities of the appointer as a director
(other than the right to appoint an alternate hereunder), but will not
be entitled to be remunerated otherwise than out of the fees of the
appointer. Any appointment under this Article shall be effected by
notice in writing given by the appointer to the Secretary. Any
appointment so made may be revoked at any time by the appointer by
notice in writing given by the appointer to the Secretary, and an
alternate's appointment will ipso facto come to an end if for any
reason the appointer ceases to be a director.
32. An alternate may exercise all the powers, rights, duties and
authorities of the director appointing him (other than the right to
appoint an alternate hereunder).
33. A person may act as an alternate for more than one director and while
he is so acting will be entitled to a separate vote for each director
he is representing and, if he is himself a director, his vote or votes
as an alternate will be in addition to his own vote. An alternate will
be counted for the purpose of reckoning whether a quorum is present at
any meeting attended by him at which he is entitled to vote, but where
he is himself a director or is the alternate of more than one director
he will only be counted once for such purpose.
THE SEAL
34. An alternate who is not also a director will be entitled to sign or
countersign an instrument to which the seal is affixed as if he were
the director who appointed him, and regulation 115 of Part I of Table A
will be modified accordingly.
ACCOUNTS
35. The company will comply with the provisions of the acts and all other
relevant legislation with regard to accounts, and regulations 125 to
129 of Part I of Table A will be modified accordingly.
CAPITALISATION OF PROFITS
36. The reference in regulation 130 to section 64 of the Act will be
construed as a reference to section 207 of the 1990 Act.
AUDITORS
37. The Auditors will be appointed and removed and their rights and duties
regulated in accordance with the Acts. The Auditors will be entitled to
attend any general meeting and to receive all notices of, and other
communications relating to, any general meeting which any member is
entitled to receive, and to be heard on any part of the business which
concerns them as auditors. Regulation 132 of Part I of Table A will not
apply.
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NOTICES
38. A notice to be given by the company to any person entitled to receive
it (the "Addressee") shall be in writing and may be given to the
Addressee personally, delivered or posted (properly addressed and
prepaid) to his registered address or transmitted by telecopier to any
telecopier number which the Addressee may have furnished to the
company for the purpose. A notice given in a manner referred to in
this Article will be deemed to given as follows:
38.1. if given to the Addressee personally or delivered, when so given
or delivered;
38.2. if posted, in the case of the notice of a meeting, 24 hours after
posting or, in any other case, at the time at which the letter
would be delivered in the ordinary course of post; or
38.3. if transmitted by telecopier, when so transmitted provided the
correct code or telecopier number is received on the transmission
report.
Regulation 133 of Table A will not apply.
INDEMNITY
39. Subject to the Acts, every director, managing director, agent, auditor,
secretary and other officer for the time being of the company shall be
indemnified out of the assets of the company against any liability
incurred by him in defending any proceedings, whether civil or
criminal, in relation to his acts while acting in such office, in which
judgment is given in his favour or in which he is acquitted or in
connection with any application under section 391 of the Act in which
relief is granted to him by the court. Regulation 138 of Part I of
Table A will not apply.
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Names, Addresses and Descriptions of Subscribers
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Goodbody Subscriber One Limited
North Wall Quay
IFSC
Dublin 1
Limited Liability Company
Goodbody Subscriber Two Limited
North Wall Quay
IFSC
Dublin 1
Limited Liability Company
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John Olden
9 Grove Paddock
Blackrock
Co. Dublin
Solicitor
John Given
8 Carraig Grennane
Killiney Avenue
Co Dublin
Solicitor
Maire Cunnigham
95 New Row Square
New Row South
Dublin 8
Solicitor
Jeanne Kelly
51 Mountpleasant Avenue Lower
Ranelagh
Dublin 6
Solicitor
Emma Laffan
8 Obelisk Grove
St. Augustines Park
Blackrock
Co. Dublin
Solicitor
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Dated 18 October 2004
Witness to the above signatures: Margaret White
23 Foxfield Grove
Raheny
Dublin 5
-15-
