Exhibit 3.1
Companies Act 2014
A PUBLIC LIMITED COMPANY
CONSTITUTION
of
ALKERMES PUBLIC LIMITED COMPANY
(amended and restated by Special Resolution dated 13 May 2022)
Incorporated 4 May 2011
Companies Act 2014
A PUBLIC LIMITED COMPANY
MEMORANDUM OF ASSOCIATION
of
ALKERMES PUBLIC LIMITED COMPANY
The objects set forth in any sub-clause of this clause shall be regarded as independent objects and shall not, except, where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall within the objects of the first sub-clause of this clause.
Companies Act 2014
A PUBLIC LIMITED COMPANY
ARTICLES OF ASSOCIATION
of
ALKERMES PUBLIC LIMITED COMPANY
(amended and restated by Special Resolution dated 13 May 2022)
PRELIMINARY
“Address” includes, without limitation, any number or address used for the purposes of communication by way of electronic mail or other electronic communication;
“Articles” or “Articles of Association” means these articles of association of the Company, as amended from time to time by Special Resolution;
“Assistant Secretary” means any person appointed by the Secretary from time to time to assist the Secretary’;
“Auditors” means the persons for the time being performing the duties of auditors of the Company;
“Available Director Positions” shall have the meaning given to such term in Article 151.2;
“Board” means the board of directors for the time being of the Company;
“clear days” means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Companies Acts” means the Companies Act 2014, all statutory instruments which are to be read as one with, or construed or read together as one with, the Companies Acts and every statutory modification and re-enactment thereof for the time being in force;
“Company” means the above-named company;
“contested election” shall have the meaning given to such term in Article 151.2;
“Court” means the Irish High Court;
“Director Nominees” shall have the meaning given to such term in Article 151.2;
“Directors” means the directors for the time being of the Company;
“dividend” includes interim dividends and bonus dividends;
“Dividend Periods” shall have the meaning given to such term in Article 14.2;
“electronic communication” shall have the meaning given to those words in the Electronic Commerce Act 2000;
“electronic signature” shall have the meaning given to those words in the Electronic Commerce Act 2000;
“Exchange” means any securities exchange or other system on which the Shares of the Company may be listed or otherwise authorised for trading from time to time;
“Exchange Act” shall have the meaning given to such term in Article 99;
“IAS Regulation” means Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards;
“Members” mean persons who have agreed to become a Member of the Company and whose name is entered in the Register of Members as a registered holder of Shares and each and any of them individually a Member;
“Memorandum” means the memorandum of association of the Company as amended from time to time by Special Resolution;
“month” means a calendar month;
“officer” means any executive of the Company that has been designated by the Company the title “officer” and for the avoidance of doubt does not have the meaning given to such term under the Companies Acts;
“Ordinary Resolution” means an ordinary resolution of the Company’s Members within the meaning of the Companies Acts;
“paid-up” means paid-up as to the nominal value and any premium payable in respect of the issue of any Shares and includes credited as paid-up;
“Redeemable Shares” means redeemable shares in accordance with the Companies Acts;
“Register of Members” or “Register” means the register of Members of the Company maintained by or on behalf of the Company, in accordance with the Companies Acts and includes (except where otherwise stated) any duplicate Register of Members;
“registered office” means the registered office for the time being of the Company;
“Seal” means the seal of the Company, if any, and includes every duplicate seal;
“Secretary” means the person appointed by the Board to perform any or all of the duties of secretary of the Company and includes an Assistant Secretary and any person appointed by the Board to perform the duties of secretary of the Company;
“Share” and “Shares” means a share or shares in the capital of the Company;
“Shareholder Rights Plan” means a shareholder rights plan providing for the right of Members to purchase securities of the Company in the event of any proposed acquisition of a majority of the Shares where such acquisition is not approved or recommended by the Board; and
“Special Resolution” means a special resolution of the Company’s Members within the meaning the Companies Acts.
SHARE CAPITAL; ISSUE OF SHARES
ORDINARY SHARES
The rights attaching to the ordinary shares may be subject to the terms of issue of any series or class of preferred share allotted by the Directors from time to time in accordance with Article 14.
PREFERRED SHARES
which rights and restrictions may be as stated in such resolution or resolutions of the Directors as determined by them in accordance with this Article 14. The Board may at any time before the allotment of any preferred share by further resolution in any way amend the designations, preferences, rights, qualifications, limitations or restrictions, or vary or revoke the designations of such preferred shares.
Notwithstanding the fixing of the number of preferred shares constituting a particular series upon the issuance thereof, the Board at any time thereafter may authorise the issuance of additional preferred shares of the same series subject always to the Companies Acts, the Memorandum and these Articles.
The rights conferred upon a Member holding any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of preferred shares in accordance with this Article 14.
ISSUE OF WARRANTS
CERTIFICATES FOR SHARES
REGISTER OF MEMBERS
TRANSFER OF SHARES
REDEMPTION AND REPURCHASE OF SHARES
VARIATION OF RIGHTS OF SHARES
LIEN ON SHARES
in every such case (except to the extent that the rights conferred upon holders of any class of Shares under the Company liable to make additional payments in respect of sums withheld on account of the foregoing):
Subject to the rights conferred upon the holders of any class of Shares, nothing in this Article 42 will prejudice or affect any right or remedy which any law may confer or purport to confer on the Company. As between the Company and every such Member as referred to above (and, her executor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.
CALLS ON SHARES
FORFEITURE
NON-RECOGNITION OF TRUSTS
TRANSMISSION OF SHARES
AMENDMENT OF MEMORANDUM OF ASSOCIATION;
CHANGE OF LOCATION OF REGISTERED OFFICE; AND
ALTERATION OF CAPITAL
and in relation to such reductions, the Company may by Special Resolution determine the terms upon which the reduction is to be effected, including in the case of a reduction of part only of any class of Shares, those Shares to be affected; and
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
GENERAL MEETINGS
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
NOMINATIONS OF DIRECTORS
VOTES OF MEMBERS
PROXIES AND CORPORATE REPRESENTATIVES
DIRECTORS
DIRECTORS’ AND OFFICERS’ INTERESTS
POWERS AND DUTIES OF DIRECTORS
MINUTES
DELEGATION OF THE BOARD’S POWERS
EXECUTIVE OFFICERS
PROCEEDINGS OF DIRECTORS
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
APPOINTMENT OF DIRECTORS
SECRETARY
SEAL
DIVIDENDS, DISTRIBUTIONS AND RESERVES
CAPITALISATION
ACCOUNTS
Accounting records shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year in accordance with the Companies Acts.
AUDIT
NOTICES
UNTRACED HOLDERS
DESTRUCTION OF DOCUMENTS
WINDING UP
INDEMNITY
FINANCIAL YEAR
SHAREHOLDER RIGHTS PLAN
We, the corporate body whose name and address is 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.
Names, Address and Description | Number of shares taken | |
of the Subscriber | by the Subscriber | |
Goodbody Subscriber One Limited | 1 (ONE) | |
International Financial Services Centre | ||
North Wall Quay | ||
Dublin 1 | ||
Limited liability company | ||
|
|
|
Total Number of Shares Taken:
|
| 1 (ONE) |
Dated 29 April 2011
Witness to the above signature
Name: |
| Isabel Hyde |
|
| Trainee Solicitor |
|
|
|
Address: |
| A&L Goodbody |
|
| IFSC, |
|
| North Wall Quay, |
|
| Dublin 1 |