EXHIBIT 3.23
COMPANIES ACTS, 1963 TO 2003
UNLIMITED COMPANY HAVING A SHARE CAPITAL
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
NOVELIS ALUMINIUM HOLDING COMPANY
(INCORPORATING ALL AMENDMENTS UP TO AND INCLUDING 30 DECEMBER 2004)
COMPANIES ACTS, 1963 TO 2003
--------------------------
UNLIMITED COMPANY HAVING A SHARE CAPITAL
--------------------------
MEMORANDUM OF ASSOCIATION
OF
NOVELIS ALUMINIUM HOLDING COMPANY
(INCORPORATING ALL AMENDMENTS UP TO AND INCLUDING 30 DECEMBER 2004)
--------------------------
1. The name of the Company is "NOVELIS ALUMINIUM HOLDING COMPANY".
2. The objects for which the Company is established are:-
(a) To carry on the business of a holding company and to
acquire by purchase, lease, concessions, grant, licence or
otherwise such businesses, options rights, privileges, lands,
buildings, leases, underleases, stocks, shares, debentures,
debenture stock, bonds, obligations, securities, reversionary
interests, annuities, policies of insurance and other property
and rights and interest in property as the Company shall deem
fit and generally to hold manage, develop, lease, sell or
dispose of the same, to enter into, assist or participate in
financial, commercial, mercantile, industrial and other
transactions, undertakings and business of every description
and to coordinate to policy and administration of any
companies of which this company is a member or which are in
any way connected or controlled by the Company.
(b) To import, export, buy, sell, barter, exchange, take on lease,
hire or otherwise acquire, alter, treat, process, dispose of,
let on lease or hire or otherwise deal in and turn to account
as may seem to be desirable, goods, equipment, machinery,
plant, merchandise and wares of every and any description.
(c) To carry on any other business, 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.
(d) To acquire and undertake the whole or any part of the
business, property and liabilities of any person or company
carrying on any business which the Company is authorised to
carry on or which is capable of being conducted so as to
benefit the Company directly or indirectly or which is
possessed of property suitable for the purposes of the
Company.
(e) To borrow or raise or secure the payment of money in such
manner as the Company shall think fit, and in particular by
the issue of debentures or debenture stock, perpetual or
otherwise, charged upon all or any of the Company's property,
both present and future, including its uncalled capital, and
to purchase, redeem or pay off any such securities.
(f) To lend and advance money or give credit to any persons, firms
or companies and in particular to customers of and others
having dealings with the Company upon such terms as may seem
expedient and to guarantee, become surety for, 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) security for any
debts, obligations or liabilities of any company which is for
the time being the holding company or a subsidiary (both as
defined by section 155 of the Companies Act, 1963) of the
Company or another subsidiary (as defined by the said section)
of the Company's holding company or otherwise associated with
the Company in business.
(g) 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.
(h) To construct, maintain and alter any buildings or works
necessary or convenient for any of the purposes of the Company
or for the benefit of its employees.
(i) 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 and rights of the
Company.
(j) To adopt such means of making known the products of the
Company as may seem expedient, and in particular by
advertising in the press, by circulars, by purchase and
exhibition of works of art or interest, by publication of
books and periodicals and by granting prizes, rewards and
donations.
(k) To take or otherwise acquire and to hold shares and securities
of any company and to sell, hold, re-issue with or without
guarantee or otherwise deal with same.
(l) Generally to purchase, take on lease or in exchange or
otherwise acquire any real and personal property and rights or
privileges.
(m) To apply for, purchase or otherwise acquire any patents,
brevets d'invention, licences, trade marks, concessions and
the like conferring any exclusive or non-exclusive or limited
right to use any secret or other information as to any
invention which may seem capable of being used, for any of the
purposes of the Company or the acquisition of which may seem
calculated either directly or indirectly to benefit the
Company and to exercise, develop or grant licences in respect
of or otherwise turn to account the property rights or
information so acquired.
(n) To amalgamate with any other company.
(o) To enter into partnership or into any arrangement for sharing
profits, union of interests, co-operating, joint venture,
reciprocal concession or otherwise with any person or company
carrying on or engaged in or about to carry on or engage in
any business or transaction which this Company is authorised
to carry on or engage in or any business or transaction
capable of being conducted so as to directly or indirectly
benefit this Company.
(p) To enter into any arrangement with any government or
authority, supreme, municipal, local or otherwise, that may
seem conducive to the Company's objects or any of them and to
obtain from any such government or authority any rights,
privileges and concessions which the Company may think it
desirable to obtain and to carry out, exercise and comply with
any such arrangements, rights, privileges and concessions.
(q) To establish and maintain or procure the establishment and
maintenance of any non-contributory or contributory pension or
superannuation funds for the benefit of, and to give or
procure the giving of donations, gratuities, pensions,
allowances or emoluments to any persons who are or were at any
time in the employment or service of the Company or of any
company which is a subsidiary of the Company or is allied to
or in association with the Company or with any such
subsidiary, or who are or were at any time Directors or
officers of the Company or of any other such company as
aforesaid, or any persons in whose welfare the Company or any
such other company as aforesaid is or has been at any time
interested and the spouses, widows, widowers, families and
dependants of any such persons, and also to establish and
subsidise or subscribe to any institutions, associations,
clubs or funds calculated to be for the benefit of or to
advance the interests and well being of the Company or of any
other such company as aforesaid or of any such persons as
aforesaid and to make payments for or towards the insurance of
any such persons as aforesaid and to subscribe or guarantee
money for charitable or benevolent objects or for any
exhibition or for any public, general or useful object, and to
do any of the matters aforesaid either alone or in conjunction
with any such other company as aforesaid.
(r) 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.
(s) To undertake and execute any trusts the undertaking whereof
may seem desirable, whether gratuitously or otherwise.
(t) 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 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.
(u) 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.
(v) To sell or dispose of the undertaking of the Company or any
part thereof for such consideration as the Company may think
fit and, in particular, for shares, debentures, or securities
of any other company having objects altogether or in part
similar to those of this Company.
(w) To obtain any Order or Act of the Oireachtas for enabling the
Company to carry any of its objects into effect or for
effecting any modification of the Company's constitution or
for any other purpose which may seem expedient,
and to oppose any proceedings or applications which may seem
calculated directly or indirectly to prejudice the Company's
interests.
(x) To procure the Company to be registered or recognised in any
country or place.
(y) To promote freedom of contract and to resist, insure against,
counteract and discourage interference therewith, to join any
lawful federation, union or association, or do any other
lawful act or thing with a view to preventing or resisting
directly or indirectly any interruption of or interference
with the Company's, or any other, trade or business, or
providing or safeguarding against the same or resisting or
opposing any strike movement or organisation which may be
thought detrimental to the interests of the Company or its
employees, and to subscribe to any association or fund for any
such purposes.
(z) To redeem, purchase or otherwise acquire on such terms and in
such manner as the Company may think fit any shares in the
Company's capital.
(aa) To do all or any of the above things in any part of the world
as principals, agents, contractors, trustees, or otherwise and
by or through trustees, agents or otherwise and either alone
or in conjunction with others.
(bb) To distribute among the Members in specie any property of the
Company, or any proceeds of sale or disposal of any property
of the Company, but so that no distribution amounting to a
reduction of capital be made except with the sanction (if any)
for the time being required by law.
(cc) To do all such other things as may be deemed incidental or
conducive to the attainment of the above objects or any of
them.
It is hereby expressly declared that:
the word "company" in this clause (except where it refers to this Company) shall
be deemed to include any partnership or other body of persons, whether
incorporated or not incorporated and whether domiciled in the Republic of
Ireland, Northern Ireland, Great Britain, or elsewhere; and
each sub-clause of this clause shall be construed independently of the other
sub-clauses hereof and none of the objects mentioned in any sub-clause shall be
deemed to be merely subsidiary to the objects mentioned in any other sub-clause
or be in any way limited or restricted by reference to, or inference from, the
terms of any other sub-clause.
WE, the several persons whose names, addresses and descriptions 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 out
opposite our respective names.
<Table>
<Caption>
NAMES, ADDRESSES AND DESCRIPTIONS NUMBER OF SHARES TAKEN
OF SUBSCRIBERS BY EACH SUBSCRIBER
- --------------------------------- ----------------------
Pemcorp Nominees Limited 1
Seventh Floor
Hume House
Ballsbridge
Dublin 4
Limited Company
Humecorp Nominees Limited 1
Seventh Floor,
Hume House
Ballsbridge
Dublin 4
Limited Company
----
2
====
Dated
</Table>
Witness to the above signatures:
Ms. Mary O'Neill
Dollard House
Wellington Quay
Dublin 2
COMPANIES ACTS, 1963 to 2003
-----------------------
AN UNLIMITED COMPANY HAVING A SHARE CAPITAL
-----------------------
ARTICLES OF ASSOCIATION
of
NOVELIS ALUMINIUM HOLDING COMPANY
(Incorporating all amendments up to and including 30 December, 2004)
-----------------------
PRELIMINARY
1. TABLE A: The regulations in Part II of Table A in the First Schedule to
the Act (as amended by the Acts) will (with the exception of
regulations 40 to 46 inclusive of Part I of that Table) 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.
2. NUMBER OF MEMBERS: The number of members with which the company
proposes to be registered is five but the directors may from time to
time, subject to regulation 2 of Part II of Table A, register an
increase of members.
3. 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.
4. INTERPRETATION:
4.1 All references in Table A to the Companies Acts, 1963 to 1983
will be construed as references to the Acts.
4.2 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.
4.3 Reference to any legislation or document includes that
legislation or document as amended or supplemented from time
to time.
4.4 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.
4.5 Headings are inserted for convenience only and do not affect
the construction of these articles.
SHARE CAPITAL
5. CAPITAL STRUCTURE: The capital of the company is E356,367,000 divided
into 1,000,000,000 Ordinary shares of E0.35637 each.
6. ALTERATIONS TO CAPITAL: The company may by Special Resolution:
6.1 increase its share capital by such sum to be divided into
shares of such amount as the resolution may prescribe;
6.2 consolidate its shares into shares of a larger amount than its
existing shares;
6.3 sub-divide its shares into shares of a smaller amount than its
existing shares;
6.4 cancel any shares which at the date of the passing of the
resolution have not been taken or agreed to be taken by any
person; or
6.5 reduce its share capital in any way, whether by purchase,
redemption or otherwise.
7. REDEMPTION OF SHARES: Without prejudice to the generality of article
6.5, the company will be at liberty at any time to give notice in
writing to any holder of any shares of its desire to redeem the same or
any of them for a consideration equivalent in value to the par value of
the shares or such greater value as may be agreed between the company
and such holders. The company may at its option satisfy the
consideration for such shares by a transfer in specie to the holder of
such shares of property or assets of the company. Upon the satisfaction
of the consideration for such shares the holder's name shall be removed
from the register as holder of the shares specified in the notice.
8. 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 as yet
unissued share capital of the company, and such authority will expire
five years from the date of adoption of these Articles 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. Section 23(1) of the 1983 Act is hereby excluded in its
application in relation to all allotments by the company of equity
securities as defined for the purposes of that section.
8A. LIEN: The Company's first and paramount lien on every share (not being
a fully paid share) for all moneys (whether immediately payable or not)
called or payable at a
fixed time in respect of that share and the extension of that lien to
all dividends payable thereon shall not apply where any such shares
have been mortgaged or charged by way of security in which event such
lien shall rank behind any such security and Regulation 11 of Part 1 of
Table A shall be modified accordingly.
9. FINANCIAL ASSISTANCE: The company may give any form of financial
assistance which is permitted by the Acts for the purpose of or in
connection with a purchase or subscription made or to be made by any
person of or for any shares in the company or in the company's holding
company and regulation 10 of Part I of Table A will be modified
accordingly.
TRANSFER OF SHARES
10. In regulation 24 of Part I of Table A the words "in the State" will be
deleted.
10A. Notwithstanding anything contained in these Articles (and, in
particular, Regulation 3 of part II of Table A in the First Schedule to
the Companies Act, 1963 ("REGULATION 3 OF PART II")), the Directors
shall promptly register any transfer of shares and may not suspend
registration thereof where such transfer:-
(i) is to the bank or institution to which such shares have been
charged by way of security, whether as agent and trustee for a
group of banks or institutions or otherwise, or to any nominee
or any transferee of such a bank or institution (a "SECURED
INSTITUTION"); or
(ii) is delivered to the Company for registration by a Secured
Institution or its nominee in order to register the Secured
Institution as legal owner of the shares; or
(iii) is executed by a Secured Institution or its nominee pursuant
to the power of sale or other power under such security,
and furthermore, notwithstanding anything to the contrary contained in
these Articles or in any agreement or arrangement applicable to any
shares in the Company, no transferor or proposed transferor of any such
shares to a Secured Institution or its nominee and no Secured
Institution or its nominee (each a "RELEVANT PERSON"), shall be subject
to, or obliged to comply with, any rights of pre-emption contained in
these Articles or any such agreement or arrangement nor shall any
Relevant Person be otherwise required to offer the shares which are or
are to be the subject of any transfer as aforesaid to the shareholders
for the time being of the Company or any of them, and no such
shareholder shall have any right under the Articles or otherwise
howsoever to require such shares to be transferred to them whether for
consideration or not. No resolution shall be proposed or passed the
effect of which would be to delete or amend this regulation unless not
less than 45 days' written notice thereof shall have been given to any
such Secured Institution by the Company and Regulation 3 of Part II
shall be modified accordingly.
GENERAL MEETINGS
11. GENERAL MEETINGS: General meetings shall be held in Germany. 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.
12. 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.
PROCEEDINGS AT GENERAL MEETINGS
13. 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 and the words "within the State" will be deleted.
14. 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.
RESOLUTIONS IN WRITING BY MEMBERS
15. A resolution in writing made pursuant to regulation 6 of Part II of
Table A may consist of one document or two or more documents to the
same effect each signed by one or more members.
DIRECTORS
16. 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.
17. DIRECTORS RESIDENCY: At all times a majority of the directors must be
composed of individuals who are ordinarily resident in Germany.
18. 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
19. 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.
20. 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.
21. 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.
DISQUALIFICATION OF DIRECTORS
22. The office of director will be ipso facto vacated if the director:
22.1 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; or
22.2 is removed from office by notice in writing served upon him
signed by all his co-directors;
as well as under the circumstances described in regulation 91 of Part I
of Table A. In regulation 91(b) of Part I of Table A the words "the
State" will be deleted and there shall be substituted therefor the word
"Germany".
ROTATION AND RE-ELECTION
23. 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
24. 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.
25. ALTERNATE DIRECTORS: Any director may from time to time appoint any
person to be his alternate who is ordinarily resident in the same
country as the appointing director. The appointee, while he holds
office as an alternate, will be entitled to notice of meetings of the
directors and to attend and vote thereat as a director, but will not be
entitled to be remunerated otherwise than out of the fees of the
director appointing him. 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 director appointing him ceases to be a director.
26. 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).
27. 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.
28. Regulation 9 of Part II of Table A will not apply.
29. DIRECTORS MEETINGS: All meetings of the directors or committees of
directors shall be held in Germany. Any meetings of the directors or
committees of directors held outside Germany shall be invalid.
30. RESOLUTIONS OF DIRECTORS AND COMMITTEES AT ELECTRONIC MEETINGS:
30.1 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") provided that the director so
participating is not physically present in Ireland at the time
of such participation in the Electronic Meeting.
30.2 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.
30.3 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.
31. RESOLUTIONS OF DIRECTORS AND COMMITTEES IN WRITING: 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.
EXECUTIVE DIRECTORS
32. 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.
THE SEAL
33. 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. The Company may exercise all powers
conferred by Section 41 of the Companies Act, 1963 with regard to
having an official seal for use abroad and such powers shall be vest in
the directors.
ACCOUNTS
34. 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
35. 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
36. 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.
INDEMNITY
37. 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.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
Pemcorp Nominees Limited
Seventh Floor
Hume House
Ballsbridge
Dublin 4
Limited Company
Humecorp Nominees Limited
Seventh Floor,
Hume House
Ballsbridge
Dublin 4
Limited Company
Dated this
Witness to the above signatures:
Ms. Mary O'Neill
Dollard House
Wellington Quay
Dublin 2