COMPANIES ACTS, 1963 to 2001
______________
PUBLIC LIMITED COMPANY
______________
M E M O R A N D U M
and
A R T I C L E S O F A S S O C I A T I O N
of
ELAN CORPORATION, plc
______________
(As amended by all Special Resolutions up to and
including the 17th of June, 2004)
_________________________________________
Incorporated 18th December, 1969
_________________________________________
Elan Corporation, plc
Lincoln House
Lincoln Place
Dublin 2
Ireland
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THE COMPANIES ACTS, 1963 to 2001
_______________
PUBLIC LIMITED COMPANY
____________
MEMORANDUM OF ASSOCIATION
of
ELAN CORPORATION, plc
(As amended by all Special Resolutions up to and
including the 17th of June, 2004)
_____________
1. The name of the Company is "Elan Corporation, plc".
2. The Company is to be a public limited company.
3. The objects for which the Company is established are:-
(1) To carry on all or any of the businesses of manufacturers, buyers,
sellers, and distributing agents of and dealers in all kinds of
patent, pharmaceutical, medicinal, and medicated preparations, patent
medicines, drugs, herbs, perfumes, creams, unguents, hairdressings,
washes, pomades, dyes, cosmetics, skin preparations, soaps, oils,
oleaginous and vaporaceous substances, beauty specialties,
preparations and accessories of every description, and of and in
pharmaceutical, medicinal, proprietary and industrial preparations,
compounds, and articles of all kinds, chemists, druggists, and
chemical manufacturers, merchants and dealers; and to manufacture,
make up, prepare, buy, sell, and deal in all articles, substances, and
things commonly or conveniently used in or for making up, preparing,
or packing any of the products in which the Company is authorised to
deal, or which may be required by customers of or persons having
dealings with the Company.
(2) To establish, maintain and operate laboratories and shops for the
purpose of carrying on chemical, physical and other research in
medicine, chemistry, pharmacy, dentistry, industry or other unrelated
or related fields.
(3) 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.
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(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 purpose 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 of 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.
(5) To invest any monies of the Company in such investments (including
shares in the Company) 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.
(6) 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.
(7) To lend money to such persons or companies either with or without
security and upon such terms as may seem expedient.
(8) 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.
(9) To adopt such means of making known the Company and its products and
services as may seem expedient.
(10) 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.
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(11) To guarantee, 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 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
and to grant indemnities of all kinds whether with or without any such
security as above mentioned.
(12) To amalgamate with any other company.
(13) To apply for, purchase or otherwise acquire any patents, brevets
d'invention, licences, trade marks, technology and know-how and the
like conferring any exclusive 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.
(14) 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.
(15) 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.
(16) 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.
(17) 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.
(18) 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.
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(19) To undertake and execute any trusts the undertaking whereof may seem
desirable, whether gratuitously or otherwise.
(20) To procure the Company to be registered or recognised in any country
or place.
(21) 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.
(22) 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.
(23) To distribute any of the property of the Company in specie among the
members.
(24) 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) shall be deemed to include any
partnership or other body of persons, whether or not incorporated and
whether formed in Ireland or elsewhere.
4. The liability of the members is limited.
5. The capital of the Company is (euro)33,502,500 divided into 670,000,000
Ordinary Shares of (euro)0.05 each, 1,000 non-voting Executive Shares of
(euro)1.25 each and 25,000 "B" Executive Shares of (euro)0.05 each.
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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
opposite our respective names.
________________________________________________________________________________
Names, Addresses and Descriptions Number of Shares
of Subscribers taken by each Subscriber
________________________________________________________________________________
Donald M. Pratt, One
32 Kildare Street,
Dublin 2.
Solicitor
Heather Johnston, One
32 Kildare Street,
Dublin 2.
Secretary
________________________________________________________________________________
Total Shares taken:- Two
________________________________________________________________________________
Dated the 15th day of December, 1969.
Witness to the above signatures:-
Simon C. K. Quick,
32 Kildare Street,
Dublin 2.
Solicitor
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COMPANIES ACTS, 1963 to 2001
_______________
PUBLIC LIMITED COMPANY
____________
ARTICLES OF ASSOCIATION
of
ELAN CORPORATION, plc
(Adopted by Special Resolution passed the 25th of August, 1987 and subsequently
amended by Special Resolutions passed the 25th of August 1988, the 24th of
August 1989, the 27th August 1991, the 2nd of July 1992, the 6th of July 1995,
the 27th of June 1996, the 20th June 1997, the 24th April 1998, the 14th May
1999 the 19th August 2002 and the 17th June 2004.)
_____________
PRELIMINARY
1. The regulations in Table A in the First Schedule to the Companies Act, 1963
shall not apply to the Company.
2. In these Articles the words standing in the first column of the table next
hereinafter contained shall bear the meanings set opposite to them
respectively in the second column thereof, if not inconsistent with the
subject or context -
________________________________________________________________________________
WORDS MEANINGS
________________________________________________________________________________
The Act The Companies Act, 1963.
The Acts The Companies Acts, 1963 to 2001 and every statutory
modification or re-enactment thereof for the time being in
force.
These Articles These Articles of Association as originally framed or as
altered from time to time by Special Resolution.
Address Includes any number or address used for the purposes of
communication by way of electronic mail or other Electronic
Communication.
Advanced
Electronic
Signature Has the same meaning as under the Electronic Commerce Act,
2000 (as amended or supplemented from time to time).
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Electronic
Communication Has the same meaning as under the Electronic Commerce Act,
2000 (as amended or supplemented from time to time).
Electronic
Signature Has the same meaning as under the Electronic Commerce Act,
2000 (as amended or supplemented from time to time).
The Office The registered office for the time being of the Company.
The Seal The Common Seal of the Company.
Paid Up Paid up and/or credited as paid up.
Dividend Dividend and/or bonus.
In writing Written, printed, photographed or lithographed or visibly
expressed in all or any of those or any other modes of
representing or reproducing words provided that it shall not
include writing in electronic form except as provided in these
Articles and/or where it constitutes writing in electronic
form sent to either the Company or a member of the Company,
the Company or member of the Company has agreed to receipt in
such form.
Class Meeting Meeting of holders of one class of Shares in the Company.
Secretary means any person appointed to perform the duties of the
Secretary of the Company and shall, if there is no Secretary
capable of acting, include an Assistant Secretary or Acting
Secretary for the time being.
The Register means the Register of Members to be kept as required by
Section 116 of the Act.
Words importing the singular number only shall include the plural number, and
vice versa.
Words importing the masculine gender only shall include the feminine gender and
vice versa.
Words importing persons shall include corporations.
"Ordinary Shares" shall include all categories of Ordinary Shares.
Subject as aforesaid, any words or expressions defined in the Acts shall, if not
inconsistent with the subject or context, bear the same meanings in these
Articles.
CAPITAL
3. (i) The capital of the Company is (euro)33,502,500 divided into 670,000,000
Ordinary Shares of (euro)0.05 each, 1,000 non-voting Executive Shares of
(euro)1.25 each and 25,000 "B" Executive Shares of (euro)0.05 each;
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(ii) The said non-voting Executive Shares shall confer on the holders
thereof neither the right to receive notice of or to attend or vote at
any meetings of the Company, nor the right to be paid a dividend out
of the profits of the Company save such dividend as the Directors may
from time to time determine. The holders of such non-voting Executive
Shares shall rank in a winding up of the Company as regards return of
capital in priority to the Ordinary Shares, but shall not be entitled
to any participation in the profits or assets of the Company.
(iii) The said "B" Executive Shares shall rank pari passu in all respects
with the said Ordinary shares except, that the said "B" Executive
Shares shall not confer on the holders thereof the right to be paid a
dividend out of the profits of the company save such dividend as the
Directors may from time to time determine. On a winding up the said
"B" Executive Shares will confer on the holders thereof the right to a
return of capital paid up thereon pari passu with the holders of the
Ordinary shares but shall confer no right to participate in any
surplus.
4. Without prejudice to any special rights for the time being conferred on the
holders of any shares or class of shares any share in the Company may be
issued with such preferred, deferred or other special rights or such
restrictions as the Company may by Special Resolution determine, and any
Preference Share may be issued on the terms that it is, or at the option of
the Company is to be liable, to be redeemed on such terms and in such
manner as the Company may by Special Resolution determine.
5. (i) Subject to the provisions of and to the extent permitted by the Acts
and the Companies Act, 1990, to any rights conferred on the holders of any
class of shares and to the following paragraph of this Article, the Company
may purchase any of its shares of any class and may cancel any shares so
purchased or hold them as treasury shares, with liberty to reissue any such
shares as shares of any class or classes;
(ii) The Company shall not be required to select the shares to be purchased
on a pro rata basis or in any particular manner whether as between the
holders of the shares of the same class or as between the holders of
shares of different classes or otherwise.
VARIATION OF RIGHTS
6. Whenever the capital of the Company is divided into different classes of
shares the special rights attached to any class may subject to the
provisions of the Acts be varied or abrogated, either whilst the Company is
a going concern or during or in contemplation of a winding-up, with the
sanction of a Special Resolution passed at a Class Meeting of the holders
of the shares of that class but not otherwise. To every Class Meeting all
the provisions of these Articles relating to General Meetings of the
Company or to the proceedings thereat shall, mutatis mutandis, apply,
except that the necessary quorum shall be two or more persons holding or
representing by proxy at least a majority in nominal amount of the issued
shares of the class (but so that if at any adjourned meeting of such
holders a quorum as above defined is not present those members who are
present in person or by proxy shall be a quorum) and that the holders of
shares of the class shall, on a poll, have one vote in respect of every
share of the class held by them respectively.
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7. The special rights attached to any class of shares in the capital of the
Company shall not (unless otherwise expressly provided by these Articles or
the conditions of issue of such shares) be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith or
subordinate thereto.
SHARES
8. Subject as regards new shares to the provisions of these Articles, the
shares shall be under the control of the Directors who may, subject to the
provisions of the Acts allot, grant options over or otherwise deal with or
dispose of them to such persons at such times and generally on such terms
and conditions as they think proper, but so that no shares shall be issued
at a discount except in accordance with the provisions of the Acts and so
that, in the case of all shares issued by the Company, the amount payable
on application on each share shall not be less than the nominal amount of
the share and the whole of any premium thereon.
9. The Company shall not give, whether directly or indirectly, and whether by
means of a loan, guarantee, the provision of security or otherwise, any
financial assistance 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 its holding company (if any) nor shall the Company make a
loan for any purpose whatsoever on the security of its shares or those of
its holding company (if any), but nothing in this Article shall prohibit
transactions permitted by the Acts.
10. The Company may exercise the powers conferred by the Acts of paying
commissions to persons subscribing or procuring subscriptions for shares of
the Company or agreeing so to do, whether absolutely or conditionally, and
any such commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares of the Company, or partly in the
one way and partly in the other: Provided that the rate per cent. of the
amount of the commission paid or agreed to be paid shall be disclosed in
the manner required by the Acts and shall not exceed 10 per cent. of the
price at which the shares in respect whereof the commission is paid are
issued or an amount equivalent thereto. The Company may also, on any issue
of shares, pay such brokerage as may be lawful.
11. Except as required by law, no person shall be recognised by the Company as
holding any share upon any trust, and the Company shall not be bound by or
compelled in any way to recognise (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or any
interest in any fraction or part of a share or (except only as by these
Articles or by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered
holder; this shall not preclude the Company from requiring the members or
the transferee of shares to furnish the Company with information as to the
beneficial ownership of any share when such information is reasonably
required by the Company.
12. Every person whose name is entered as a member in the Register of Members
shall be entitled without payment to one certificate for all his shares of
each class and, if he transfers part of his holding, to one certificate for
the balance. Upon payment of such sum, not exceeding ten pence for every
certificate after the first, as the Directors shall from time to time
determine, he shall also be entitled to several certificates, each for one
or more of his shares. Every certificate shall be issued within two months
after allotment or the lodgement with the Company of the transfer of the
shares, unless the conditions of issue of
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such shares otherwise provide, and shall be under the Seal or under the
official seal kept by the Company by virtue of section 3 of the Companies
(Amendment) Act, 1977 and bear the signatures of one Director and the
Secretary and shall specify the number and class and distinguishing numbers
(if any) of the shares to which it relates and the amount paid up thereof;
but so that the Directors may by resolution determine, either generally or
in any particular case, that the signature of the Secretary or any Director
may be affixed by some mechanical means or that such certificate shall bear
no signatures, provided that the method is used only for certificates which
have first been approved in writing for sealing by the Auditors, Transfer
Auditors or Bankers of the Company. The Company shall not be bound to
register more than four persons as the joint holders of any share (except
in the case of executors or trustees of a deceased member) and in any case,
not until such holders have supplied the Company with one address for the
service of notices pursuant to Regulation 105 hereof and in the case of a
share held jointly by several persons the Company shall not be bound to
issue more than one certificate therefor and delivery of a certificate for
a share to one of several joint holders shall be sufficient delivery to
all.
13. If any such certificate shall be worn out, defaced, destroyed or lost, it
may be renewed on such evidence being produced as the Directors shall
require, and, in case of wearing out or defacement, on delivery up of the
old certificate and, in case of destruction or loss, on execution of such
indemnity (if any) as the Directors may from time to time require. In case
of destruction or loss, the member to whom such renewed certificate is
given shall also bear and pay to the Company all expenses incidental to the
investigation by the Company of the evidence of such destruction or loss
and to such indemnity.
TRANSFER OF SHARES
14. All transfers of shares shall be effected by transfer in writing in any
usual or common form or in any other form which the Directors may approve,
but need not be under seal.
15. The instrument of transfer of a fully paid share shall be signed by or on
behalf of the transferor and in the case of a share not fully paid the
instrument of transfer shall also be signed by or on behalf of the
transferee. The transferor shall be deemed to remain the holder of the
share until the name of the transferee is entered in the Register of
Members in respect thereof.
16. Every instrument of transfer shall be left at the Office for registration
accompanied by the certificate of the shares to be transferred and such
other evidence as the Company may require to prove the title of the
transferor and his right to transfer the shares.
17. The registration of transfers may be suspended at such times and for such
periods (not exceeding thirty days in any year) as the Directors may from
time to time determine.
18. No fee shall be charged for registration of transfers or other documents
relating to or affecting the title to any shares.
19. All instruments of transfer which shall be registered shall be retained by
the Company.
20. Nothing in these Articles shall preclude the Directors from recognising a
renunciation of the allotment of any shares by the allottee in favour of
some other person.
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TRANSMISSION OF SHARES
21. In the case of the death of a member, the survivors or survivor where the
deceased was joint holder, and the legal personal representatives of the
deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company as having any title to his interest in
the shares, but nothing in this Article shall release the estate of a
deceased joint holder from any liability in respect of any share jointly
held by him.
22. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon producing such evidence of title as may
from time to time be properly required by the Directors and subject as
hereinafter provided, elect either to be registered himself as the holder
of the share or to have some person nominated by him registered as the
transferee thereof, but the Directors shall in either case have the same
right to suspend registration as they would have had in the case of a
transfer of the share by that member before the event upon which
transmission took place.
23. If the person so becoming entitled shall elect to be registered himself, he
shall deliver or send to the Company a notice in writing signed by him
stating that he so elects. If he shall elect to have another person
registered, he shall testify his election by executing to that person a
transfer of such share. All the limitations, restrictions and provisions of
these Articles relating to the right to transfer, and the registration of
transfers of, shares shall be applicable to any such notice or transfer as
if the event upon which the transmission took place had not occurred and
the notice or transfer executed by the person from whom the title by
transmission is derived.
24. A person becoming entitled to a share by transmission shall be entitled to
receive and give a discharge for any dividends or other moneys payable on
or in respect of the share, but he shall not be entitled to receive notices
of, or to attend or vote at, meetings of the Company or (save as aforesaid)
to exercise any of the rights or privileges of a member in respect of the
share, unless and until he shall be entered in the Register of Members as
the holder thereof; however, the Directors may at any time give notice
requiring any person to elect either to be registered himself or to
transfer the share and, if the notice is not complied with within 90 days,
the Directors may thereupon withhold payment of all dividends or other
moneys payable in respect of the share until the requirements of the notice
have been complied with.
INCREASE OF CAPITAL
25. The Company may from time to time by Ordinary Resolution increase its share
capital by such sum to be divided into shares of such amount as the
resolution shall prescribe.
26. Subject to the provisions of the Acts, the new shares shall be issued to
such persons, upon such terms and conditions and with such rights and
privileges annexed thereto as the General Meeting resolving upon the
creation thereof shall direct and, if no direction be given, as the
Directors shall determine and in particular such shares may be issued with
a preferential or qualified right to dividends and in the distribution of
the assets of the Company and with a special, or without any, right of
voting.
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27. Except so far as otherwise provided by the conditions of issue or by these
presents, any capital raised by the creation of new shares shall be
considered part of the pre-existing ordinary capital and shall be subject
to the provisions herein contained with reference to transfer, transmission
and otherwise.
ALTERATION OF CAPITAL
28. The Company from time to time may by Ordinary Resolution:-
(a) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares,
(b) sub-divide its shares, or any of them, into shares of smaller amount,
so however that the resolution whereby the share is sub-divided may
determine that, as between the holders of the shares resulting from
such sub-division, one or more of the shares may have such preferred
or other special rights over, or may have such deferred rights or be
subject to such restrictions as compared with, the others as the
Company has power to attach to any unissued or new shares,
(c) cancel shares which, at the date of the passing of the Resolution in
that behalf, have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the
shares so cancelled
and may by Special Resolution reduce its share capital, any capital
redemption reserve fund and any share premium account in any manner
authorised by the Acts.
GENERAL MEETINGS
29. The Company shall in each year hold a General Meeting as its Annual General
Meeting in addition to any other meetings in that year and not more than
fifteen months shall elapse between the date of one Annual General Meeting
and that of the next.
30. (a) The Annual General Meeting shall be held at such time and place as the
Directors shall determine. All General Meetings other than Annual General
Meetings shall be called Extraordinary General Meetings.
(b) Every Annual General Meeting shall be held in the Republic of Ireland
unless either all the members entitled to attend and vote at such
meetings consent in writing to its being held elsewhere or a
resolution providing that it be held elsewhere shall have been passed
at the preceding Annual General Meeting.
31. The Directors may at any time call an Extraordinary General Meeting.
Extraordinary General Meetings shall also be convened on such requisition,
or in default may be convened by such requisitionists, as is provided by
the Act.
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NOTICE OF GENERAL MEETINGS
32. In the case of an Annual General Meeting or of a meeting for the passing of
a Special Resolution twenty-one clear-days' notice at the least, and in any
other case 14 clear days' notice at the least, shall be given in writing
(including writing in electronic form) in manner hereinafter mentioned to
all the members (other than those who under the provisions of these
Articles or the conditions of issue of the shares held by them are not
entitled to receive the notice) and to the Auditors for the time being of
the Company.
33. Such notice shall state:-
(a) the place, the day and the hour of the meeting,
(b) in any case where there is to be special business, the general nature
of such business,
(c) that the meeting is the Annual General Meeting, where such is the case
and
(d) in reasonable prominence, that a member entitled to attend and vote is
entitled to appoint one or more proxies to attend, speak and vote in
his place and that a proxy need not be a member of the Company.
34. Where, by any provision contained in the Acts, extended notice is required
of a resolution, the resolution shall not be effective (except where the
Directors of the Company have resolved to submit it) unless notice of the
intention to move it has been given to the Company not less than
twenty-eight days (or such shorter period as the Acts permit) before the
meeting at which it is moved, and the Company shall give to the members
notice of any such resolution as required by and in accordance with the
provisions of the Acts.
35. The accidental omission to give notice, to, or the non-receipt of notice
by, any person entitled to receive notice shall not invalidate the
proceedings at any General Meeting.
PROCEEDINGS AT GENERAL MEETINGS
36. All business shall be deemed special that is transacted at an Extraordinary
General Meeting. All business that is transacted at an Annual General
Meeting shall also be deemed special, with the exception of declaring a
dividend, the consideration of the accounts, balance sheets and reports of
the Directors and Auditors, the election of Directors in the place of those
retiring, the re-appointment of the retiring Auditors and the fixing of the
remuneration of the Auditors.
37. No business shall be transacted at any General Meeting unless a quorum is
present at the time when the meeting proceeds to business. Three or more
members present in person or by proxy being holders of not less than one
third of the Issued Ordinary Shares shall be a quorum.
38. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened on the requisition of or by members,
shall be dissolved. In any other case it shall stand adjourned to the same
day in the next week at the same time and place or
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to such other day and at such other time and place as the Directors may
determine, and, if at such adjourned meeting a quorum is not present within
fifteen minutes from the time appointed for holding the meeting, the
meeting shall be dissolved.
39. The Chairman may, with the consent of any meeting at which a quorum is
present, and shall, if so directed by the meeting, adjourn the meeting from
time to time and from place to place. Whenever a meeting is adjourned for
fourteen days or more, seven clear days' notice at the least, specifying
the place, the day and the hour of the adjourned meeting shall be given as
in the case of the original meeting, but it shall not be necessary to
specify in such notice the nature of the business to be transacted at the
adjourned meeting. Save as aforesaid, no member shall be entitled to any
notice of an adjournment. No business shall be transacted at any adjourned
meeting other than the business which might have been transacted at the
meeting from which the adjournment took place.
40. The Chairman (if any) of the Board of Directors, or in his absence the
Deputy Chairman (if any) of the Board of Directors, or in his absence some
other Director nominated by the Directors, shall preside at every General
Meeting, but if at any meeting neither the Chairman, nor the Deputy
Chairman, nor such other Director be present within fifteen minutes after
the time appointed for holding the same, or if none of them be willing to
act as Chairman, the Directors present shall choose some Director present
to be Chairman, or if no Director be present or if all the Directors
present decline to take the chair, the members present shall choose some
member present to be Chairman.
41. At any General Meeting, a resolution put to the vote of the meeting shall
be decided on a show of hands unless, before or upon the declaration of the
result of the show of hands, a poll is demanded in accordance with the
provisions hereinafter contained. Unless a poll be so demanded, a
declaration by the Chairman that a resolution has been carried, or carried
unanimously or by a particular majority, or lost, or not carried by a
particular majority, and an entry to that effect in the book containing the
minutes of proceedings of the Company, shall be conclusive evidence of the
fact without proof of the number or proportion of the votes recorded in
favour of or against such resolution.
42. (i) A poll may be demanded by the Chairman, or
(a) by not less than three members having the right to vote at the
meeting, or
(b) by a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the
meeting.
(ii) The demand for a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which a
poll has been demanded.
(iii) The demand for a poll may be withdrawn.
(iv) The instrument appointing a proxy to vote at a meeting shall be deemed
also to confer authority to demand or join in demanding a poll, and
for the purposes of this Article a demand by a person as proxy for a
member shall be the same as a demand by the member.
15
(v) A poll demanded on the election of a Chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other
question shall be taken either immediately or at such time (not being
more than thirty days from the date of a meeting or adjourned meeting
at which the poll was demanded) and place as the Chairman shall direct
and shall be taken in such manner (including the use of ballot or
voting papers) as the Chairman shall direct. The result of a poll
shall be deemed to be the resolution of the meeting at which the poll
was demanded.
(vi) If any vote shall be counted which ought not to have been counted or
might have been rejected, the error shall not vitiate the result of
the voting unless it be pointed out at the meeting or adjourned
meeting at which the vote is given and not in that case unless it
shall in the opinion of the Chairman of the meeting be of sufficient
magnitude to vitiate the result of the voting.
(vii) On a poll a member entitled to more than one vote need not use all
his votes or cast all the votes he uses in the same way.
VOTES OF MEMBERS
43. Votes may be given either personally or by proxy. Subject to any special
rights or restrictions as to voting attached to any class of shares, on a
show of hands every member who is present in person and entitled to vote
and every proxy shall have one vote, so, however, that no individual shall
have more than one vote and upon a poll every member present in person or
by proxy shall have one vote for every share of which he is the holder.
44. A corporation which is a member of the Company may by resolution of its
directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the Company or of any class of
members of the Company and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents
as that corporation could exercise if it were an individual member of the
Company.
45. A member of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by his committee, receiver, curator bonis or other
person in the nature of a committee, receiver or curator bonis appointed by
such court, and such committee, receiver, curator bonis or other person may
on a poll vote by proxy, provided that such evidence as the Directors may
require of the authority of the person claiming to vote shall have been
deposited at the Office not less than forty-eight hours before the time for
holding the meeting or adjourned meeting at which such person claims to
vote.
46. In the case of joint holders of a share, if only one votes, his act binds
all the joint holders, if more than one vote, the act of the majority so
voting binds all; and, if more than one vote, but the vote is evenly split
on any particular matter, each fraction may vote the shares in question
proportionately. Any of such votes may be exercisable in person or by
proxy.
47. No objection shall be raised to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is given or
tendered and every vote not disallowed at such meeting shall be valid for
all purposes. Any such objection made in due
16
time shall be referred to the Chairman of the meeting, whose decision in
the absence of manifest error, shall be final and conclusive.
48. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing, or, if the
appointor is a corporation, either under its common seal or under the hand
of an officer or attorney so authorised. An instrument of proxy may be in
any common form or in such other form as the Directors shall approve.
Instruments of proxy need not be witnessed.
49. Any person (whether a member of the Company or not) may be appointed to act
as a proxy. A member may appoint more than one proxy as alternates to
attend on the same occasion.
50. Any proxy shall be delivered to the secretary of the meeting at or prior to
the time designated in the order of business for so delivering such
proxies. In the case of two or more proxies for the same shares the most
recently dated of such proxies shall be controlling.
51. The Directors may at the expense of the Company send, by post or otherwise,
to the members instruments of proxy (with or without stamped envelopes for
their return) for use at any General Meeting or at any Class Meeting,
either in blank or nominating any one or more of the Directors or any other
persons, in the alternative. If for the purpose of any meeting invitations
to appoint as proxy a person or one of a number of persons specified in the
invitations are issued at the expense of the Company, such invitations
shall be issued to all (and not to some only) of the members entitled to be
sent a notice of the meeting and to vote thereat by proxy.
52. A vote given in accordance with the terms of an instrument of proxy shall
be valid notwithstanding the death or insanity of the principal, or the
revocation of the proxy or of the authority under which the instrument of
proxy was executed, or the transfer of the share in respect of which the
instrument of proxy is given, provided that no intimation in writing of
such death, insanity, revocation or transfer shall have been received by
the Company at the Office before the commencement of the meeting or
adjourned meeting at which the instrument of proxy is used.
DIRECTORS
53. Unless otherwise determined by the Company by Ordinary Resolution, the
number of Directors shall be not less than three and not more than fifteen.
54. A Director shall not require a share qualification but nevertheless shall
be entitled to attend and speak at any General Meeting and at any Class
Meeting.
55. The Directors shall be entitled by way of remuneration to such sum (if any)
as shall from time to time be voted to them by the Company by Ordinary
Resolution, and any such sum (unless otherwise determined by the resolution
by which it is voted) shall be divided amongst the Directors as they shall
agree or, failing agreement, equally. The Directors' remuneration shall be
deemed to accrue from day to day.
56. The Directors shall also be entitled to be paid all travelling, hotel and
other expenses incurred by them respectively in and about the performance
of their duties as Directors,
17
including their expenses of travelling to and from meetings of the
Directors or Committees of the Directors or General Meetings or Class
Meetings.
57. Any Director who serves on any Committee or who devotes special attention
to the business of the Company or who otherwise performs services which in
the opinion of the Directors are outside the scope of the ordinary duties
of a Director may be paid such extra remuneration by way of salary,
commission, participation in profits or otherwise as the Directors may
determine.
APPOINTMENT, ROTATION, DISQUALIFICATION AND
REMOVAL OF DIRECTORS
58. Subject to the provisions of these Articles, one-third of the Directors for
the time being, or, if their number is not three or a multiple of three,
then the number nearest to one-third shall retire from office at each
Annual General Meeting: Provided that if at any Annual General Meeting the
number of Directors who are subject to retirement by rotation shall be two,
one of such Directors shall retire, and if the number of such Director
shall be one, that Director shall retire.
59. Subject to the provisions of these Articles, the Directors to retire at
each Annual General Meeting shall be the Directors who have been longest in
office since their last appointment. As between Directors of equal
seniority, the Directors to retire shall in the absence of agreement be
selected from among them by lot. Subject as aforesaid, a retiring Director
shall be eligible for re-appointment and shall act as a Director throughout
the meeting at which he retires.
60. The Company may by Ordinary Resolution at the meeting at which any Director
retires in manner aforesaid fill up the vacated office by appointing a
person thereto and, in default, the retiring Director, if willing to act,
shall be deemed to have been re-appointed unless at such meeting it is
expressly resolved not to fill such vacated office or a resolution of the
re-appointment of such Director shall have been put to the meeting and
lost.
61. At a General Meeting a motion for the appointment of two or more persons as
Directors of the Company by a single resolution shall not be put unless a
resolution that it shall be so put has been first agreed to by the meeting
without any vote being given against it.
62. No person other than a Director retiring at the meeting shall, unless
recommended by the Directors for appointment, be eligible for appointment
to the office of Director at any General Meeting unless, within the
prescribed time before the day appointed for the meeting, there shall have
been given to the Company notice in writing by some member duly qualified
to be present and vote at the meeting of his intention to propose such
person for appointment and also notice in writing, signed by the person to
be proposed, of his willingness to be appointed. The prescribed time above
mentioned shall be such that, between the date when the notice is served or
deemed to be served and the day appointed for the meeting, there shall be
not less than seven nor more than forty-two days.
63. The Company may by Ordinary Resolution increase or reduce the number of
Directors.
64. The Directors may from time to time and at any time appoint any person to
be a Director either to fill a casual vacancy or as an additional Director
provided that the total number of
18
Directors shall not exceed the maximum number fixed by or in accordance
with these Articles. Subject to the provisions of the Act, a Director so
appointed shall hold office only until the conclusion of the Annual General
Meeting following next after his appointment, when he shall retire. A
Director who retires under this Article shall be eligible for
re-appointment at the meeting at which he retires but shall not be taken
into account in determining the rotation or retirement of Directors or the
number of Directors to retire at such meeting.
65. The office of a Director shall be vacated forthwith:
(a) If a receiving order be made against him or he make any arrangement or
composition with his creditors generally;
(b) If he become of unsound mind;
(c) If he cease to be a Director, or be prohibited from being a Director
by an Order made, under any provisions of the Acts;
(d) If he (not being a Director holding for a fixed term an executive
office in his company as a Director) resign his office by notice in
writing to the Company; or
(e) If he be absent from meetings of the Directors for twelve successive
months without leave and his alternate Director (if any) shall not
during such period have attended in his stead and the Directors
resolve that his office be vacated.
66. The Company may, by Ordinary Resolution, of which extended notice has been
given in accordance with the provisions of the Acts, remove any Director
before the expiry of his period of office notwithstanding anything in these
Articles or in any agreement between the Company and such Director and may,
if thought fit, by Ordinary Resolution appoint another Director in his
stead. The person appointed shall be subject to retirement at the same time
as if he had become a Director on the date on which the Director in whose
place he is appointed was last appointed a Director. Nothing in this
Article shall be taken as depriving a person removed thereunder of
compensation or damages payable to him in respect of the termination of his
appointment as Director or of any appointment terminating with that of
Director.
67.(1) (a) The Directors may from time to time appoint one or more of their body
to be the holder of any executive office on such terms and for such period
as they think fit and, subject to the terms of any agreement entered into
in any particular case, may revoke such appointment.
(b) In the case of a Director so appointed to the office of Managing
Director his appointment shall be automatically terminated if he cease
from any cause to be a Director (without prejudice to any claim he may
have for damages for breach of any contract of service between him and
the Company).
(c) A Director so appointed to any executive office shall be subject to
retirement in accordance with these Articles.
(d) A Director holding any such executive office shall receive such
remuneration, whether in addition to or in substitution for his
ordinary remuneration as a Director
19
and whether by way of salary, commission, participation in profits or
otherwise or partly in one way and partly in another, as the Directors
may determine.
(e) The Directors may confer upon a Director holding any such executive
office any of the powers exercisable by them as Directors (save the
control of shares) upon such terms and conditions and with such
restrictions as they think fit and either collaterally with or to the
exclusion of their own powers, and may from time to time revoke,
withdraw or vary all or any such powers.
(2) A Director may from time to time appoint another Director or any other
person to be his alternate. Every such alternate shall be entitled to
notice of meetings of the Directors and to attend and vote as a
Director (having an additional vote for each Director for whom he acts
as alternate) at any such meeting at which the Director appointing him
is not personally present and generally at such meeting to have and
exercise all the powers, rights, duties and authorities of the
Director appointing him. Every such alternate shall also be entitled
in the absence of the Director appointing him to sign on his behalf a
resolution in writing of the Directors. Every such alternate shall be
an officer of the Company and shall not be deemed to be the agent of
the Director appointing him. The remuneration of an alternate shall be
payable out of the remuneration payable to the Director appointing
him, and shall consist of such portion of the last mentioned
remuneration as shall be agreed between such alternate and the
Director appointing him. If a Director shall die or cease to hold the
office of Director the appointment of his alternate shall thereupon
cease and determine: Provided that if any Director retires by rotation
but is re-appointed by the meeting at which such retirement took
effect, any appointment made by him pursuant to this Article which was
in force immediately prior to his retirement shall continue to operate
after his re-appointment as if he had not so retired. All appointments
and revocations of appointments of alternate Directors shall be in
writing under the hand of the Appointer left at or sent by telex or
facsimile to the office.
POWERS OF DIRECTORS
68. The business of the Company shall be managed by the Directors, who may pay
all expenses incurred in promoting and registering the Company and may
exercise all such powers of the Company as are not, by the Acts or by these
regulations, required to be exercised by the Company in general meeting,
subject, nevertheless, to any of these regulations, to the provisions of
the Acts and to such directions, being not inconsistent with the aforesaid
regulations or provisions, as may be given by the Company in general
meeting; but no direction given by the Company in general meeting shall
invalidate any prior act of the Directors which would have been valid if
that direction had not been given.
69. Without prejudice to the generality of the foregoing provisions:-
(a) The Directors may make such arrangements as may be thought fit for the
management of the Company's affairs in the Republic of Ireland or
abroad and may for this purpose appoint local boards, attorneys and
agents and fix their remuneration and delegate to them such powers as
may be deemed requisite or expedient.
(b) The Directors may establish and maintain or procure the establishment
and maintenance of any non-contributory or contributory pension or
superannuation funds for the benefit of, and give or procure the
giving of donations, gratuities,
20
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 associated
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 such other company
as aforesaid and holding, or who held, any salaried employment, office
or place of profit in the Company or such other company, and the
wives, widows, families and dependants of any such persons, and may
make payments for or towards the insurance of any such persons as
aforesaid, and may do any of the matters aforesaid either alone or in
conjunction with any such other company as aforesaid, subject always,
if the Acts shall so require, to particulars with respect thereto
being disclosed to the members and to the proposal being approved by
the Company by Ordinary Resolution. A Director holding any such
employment or office shall be entitled to participate in and retain
for his own benefit any such donation, gratuity, pension, allowance or
emolument.
(c) Subject as provided in Part III of the Companies (Amendment) Act, 1983
and subject as hereinafter provided the Board may exercise all the
powers of the Company to borrow money, and to mortgage or charge its
undertaking property, assets and uncalled capital or any part thereof,
and subject to Section 20 of the Companies (Amendment) Act, 1983 to
issue debentures, debenture stock and other securities, whether
outright or as collateral security for any debt, liability or
obligation of the Company or of any third party.
70. (a) A Director may hold any other office or place of profit under the
Company (except that of Auditor) in conjunction with his office of
Director, and may act in a professional capacity to the Company on such
terms as to remuneration and otherwise as the Directors shall arrange.
(b) A Director may be or become a director or officer of, or otherwise
interested in, any company holding shares in the Company, any
associated company or any company promoted by the Company or in which
the Company may be interested as a member or otherwise and no such
Director shall be accountable for any remuneration or other benefits
received by him as a director or officer of or from his interest in
such other company. The Directors may also exercise the voting power
conferred by the shares in any other company held or owned by the
Company in such manner in all respects as they think fit, including
the exercise thereof in favour of any resolution appointing them or
any of their number directors or officers of such other company or
voting or providing for the payment of remuneration to the directors
or officers of such other company; provided always that a Director may
not vote in favour of the exercise of such voting power in manner
aforesaid if he has an interest which (together with any interest of
any person connected with him (within the meaning of Section 26 of the
Companies Act 1990)) is a material interest (other than by virtue of
his interest in shares or debentures or other securities of, or
otherwise in or through, the Company) save where such interest arises
in respect of a resolution relating to another company in which he
does not hold an interest in shares (as that term is used in Part IV,
Chapter 2 of the Companies Act, 1990) representing one per cent or
more of either any class of the equity share capital, or the voting
rights, in such company. For the purposes of this paragraph "equity
share capital" means, in relation to a company, its issued share
capital excluding any part of that capital which, neither as respects
dividend
21
nor as respects capital, carries any right to participate beyond a
specified amount in a distribution.
(c) A Director who is in any way, whether directly or indirectly
interested in a contract or arrangement or proposed contract or
arrangement with the Company shall declare the nature of his interest
at the meeting of the Directors at which the question of entering into
the contract or arrangement is first taken into consideration, if his
interest then exists, or in any other case at the first meeting of the
Directors after he becomes so interested. A general notice given by a
Director to the effect that he is a member of a specified company or
firm and is to be regarded as interested in all transactions with such
company or firm shall be sufficient declaration of interest under this
Article, and after such general notice it shall not be necessary to
give any special notice relating to any subsequent transaction with
such company or firm, provided that either the notice is given at a
meeting of the Directors or the Director giving the same takes
reasonable steps to secure that it is brought up and read at the next
meeting of Directors after it is given.
(d) (i) Save as herein provided, a Director shall not vote in respect of
any contract or arrangement or any other proposal whatsoever in which
he has an interest which (together with any interest of any person
connected with him (within the meaning of Section 26 of the Companies
Act, 1990)) is a material interest otherwise than by virtue of his
interest in shares or debentures or other securities of, or otherwise
in or through, the Company. A Director shall be counted in the quorum
at a meeting in relation to any resolution on which he is debarred
from voting.
(ii) Where proposals are under consideration concerning the
appointment (including fixing or varying the terms of
appointment) of two or more Directors to offices or employments
with the Company or any company in which the Company is
interested, such proposals may be divided and considered in
relation to each Director separately and in such cases each of
the Directors concerned shall be entitled to vote and be counted
in the quorum in respect of each resolution except that
concerning his own appointment.
(iii) If any question shall arise at any meeting as to the materiality
of a Director's interest or as to the entitlement of any Director
to vote and such question is not resolved by his voluntarily
agreeing to abstain from voting, such question shall be referred
to the members of the Board whose votes are not in question.
(iv) The Company may by Ordinary Resolution ratify any transaction not
duly authorised by reason of a contravention of this Article.
22
71. A copy of every declaration made and notice given under the preceding
Article shall within three days after the making or giving thereof be
entered in a book kept for this purpose. Such book shall be open for
inspection without charge by any Director, Secretary, Auditor or member of
the Company at the Office and shall be produced at every General Meeting of
the Company and at any meeting of the Directors if any Director so requests
in sufficient time to enable the book to be available at the meeting.
72. All cheques, promissory notes, drafts, bills of exchange and other
negotiable or transferable instruments and all receipts for moneys paid to
the Company shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in such manner and by such persons, whether
Directors or not, as the Directors shall from time to time determine.
PROCEEDINGS OF DIRECTORS
73. The Directors may meet together for the despatch of business and adjourn
and otherwise regulate their meetings as they think fit. A Director who is
also an alternate Director shall be entitled in the absence of the Director
by whom he was appointed to a separate vote on behalf of such Director in
addition to his own vote. Questions arising at any meeting shall be decided
by a majority of votes. In the case of an equality of votes, the Chairman
of the meeting shall have a second or casting vote.
74. The Chairman may, and on the request of a Director the Secretary shall, at
any time summon a meeting of the Directors.
75. The quorum necessary for the transaction of the business of the Directors
shall be one third or such higher proportion as from time to time may be
fixed by the Directors. An alternate Director shall be counted in a quorum.
76. The continuing Directors or Director may at any time act notwithstanding
any vacancy in their body: Provided that, in case the Directors shall at
any time be reduced in number to less than the minimum number fixed by or
in accordance with these Articles, the continuing Directors or Director may
act for the purpose of appointing an additional Director or Directors to
make up such minimum, or of summoning a General Meeting of the Company, but
for no other purpose.
77. The Directors may from time to time appoint and remove a Chairman and a
Deputy Chairman. The Chairman shall preside at all meetings of the
Directors but, if at any meeting the Chairman be not present, the Deputy
Chairman shall preside. If no Deputy Chairman shall have been appointed or
if the Deputy Chairman be not present, the Directors present shall choose
one of their number to be Chairman of such meeting.
78. The Directors may delegate any of their powers to Committees as they think
fit; any Committee may consist of one or more Directors, and the Directors
shall be entitled to appoint such other persons as they consider expedient
to a Committee, and to fix the remuneration of any such persons; provided
that a majority of the members of a Committee shall at all times be
Directors. Any Committee so formed shall be in the exercise of any power so
delegated conform to any regulations that may from time to time be imposed
upon it by the Directors.
23
79. The meetings and proceedings of any such Committee consisting of two or
more members shall be governed by the provisions of these Articles
regulating the meetings and proceedings of the Directors, so far as the
same are applicable and are not superseded by any regulations made by the
Directors under the last preceding Article.
80. All acts bona fide done by any meeting of Directors or of a Committee of
Directors or by any person acting as a Director, shall, notwithstanding
that it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid or that they
or any of them were disqualified or had vacated office or were not entitled
to vote, be as valid as if every such person had been duly appointed and
was qualified and had continued to be a Director and had been entitled to
vote provided such action is subsequently duly ratified.
81. The Directors shall cause proper minutes to be made of all proceedings of
General Meetings and Class Meetings of the Company and of meetings of
Directors and Committees of Directors and of the attendances thereat and of
all appointments of officers made by the Directors.
82. A resolution in writing signed by all the Directors shall be as effective
for all purposes as a resolution duly passed at a meeting of the Directors
duly convened and held and may consist of several documents in the like
form each signed by one or more Directors.
83. (a) For the purpose of these Articles the contemporaneous linking together
by telephone or other means of communication of a number of the Directors
not less than the quorum, shall be deemed to constitute a meeting of the
Directors and all the provisions in these Articles as to the meetings of
the Directors shall apply to such meetings so long as the following
conditions are met:-
(i) All the Directors for the time being entitled to receive notice
of a meeting of the Directors (including any alternate for any
Director) shall be entitled to notice of any meeting of the
Directors to be held by way of telephone communication or
otherwise. Notice of any such meeting may be given by telephone
or any other means of communication;
(ii) Each of the Directors taking part in the meeting by telephone or
other means of communication and, if in attendance, the
Secretary, must be able to hear each of the other Directors
taking part at the commencement of the meeting;
(iii) At the commencement of the meeting each Director must
acknowledge his presence for the purpose of a meeting of the
Directors of the Company to all the other Directors taking part.
(b) A Director may not leave the meeting by disconnecting his telephone or
other means of communication, unless he has obtained the prior express
consent of the Chairman of the meeting, and a Director shall be
conclusively presumed to have been present and to have formed part of
the quorum at all time during the meeting by telephone or other means
of communication unless he had previously obtained the express consent
of the Chairman of the meeting to leave the meeting aforesaid).
24
(c) A minute of the proceedings at such meeting by telephone or other
means of communication shall be sufficient evidence of such
proceedings and of the observance of all necessary formalities, if
certified as a correct minute by the Chairman of the meeting.
SECRETARY
84. The Secretary shall be appointed by the Directors and any Secretary so
appointed may be removed by them. The Directors may also appoint one or
more Assistant Secretaries. An Assistant Secretary may carry out any of the
functions of a Secretary which is required or authorised to be done by a
Secretary under the Act. Anything by the Act required or authorised to be
done by the Secretary or an Assistant Secretary may, if both offices are
vacant or there is for any other reason no Secretary or Assistant Secretary
capable of acting, be done by any officer of the Company authorised
generally or specially on that behalf by the Directors: provided that any
provision of the Act or these Articles requiring or authorising a thing to
be done by a Director and the Secretary shall not be satisfied by its being
done by the same person acting both as a Director and as, or in the place
of, the Secretary.
REGISTER OF DIRECTORS' SHARE AND DEBENTURE HOLDINGS
85. A register of Directors' share and debenture holdings when required by the
Acts shall be kept at the same office as that at which the Register of
Members is kept and shall be open to the inspection of any member or holder
of debentures of the Company on each day during which the same is bound to
be open for inspection pursuant to the Acts.
THE SEAL
86. The Directors shall provide for the safe custody of the Seal and the Seal
shall never be used except by the authority of the Directors or of a
committee of Directors authorised by the Directors and (subject to the
provisions of these Articles in relation to share certificates) every
instrument to which the Seal shall be affixed shall be signed by a Director
and shall be countersigned by the Secretary or by a second Director or by
some other person appointed by the Directors for the purpose.
87. The Company may have an official seal for use abroad under the provisions
of the Acts where and as the Directors shall determine and the Company may
by writing under the Seal appoint any agent or committee abroad to be the
duly authorised agent of the Company for the purpose of affixing and using
such official seal and may impose such restrictions on the use thereof as
shall be thought fit. Wherever in these Articles reference is made to the
Seal, the reference shall, when and so far as may be applicable, be deemed
to include any such official seal as aforesaid.
88. The Company may have, for use for sealing securities issued by the Company
and for sealing documents creating or evidencing securities so issued, an
official seal which is a facsimile of the Seal with the addition on its
face of the word "Securities".
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DIVIDENDS
89. Subject to any preferential or other special rights for the time being
attached to any class of shares, the profits of the Company available for
distribution which it shall from time to time be determined to distribute
by way of dividend shall be applied in payment of dividends upon the shares
of the Company in proportion to the amount paid up thereon respectively
otherwise than in advance of calls. All dividends shall be apportioned and
paid pro rata according to the amounts for the time being paid up on the
shares during the period in respect of which the dividend is paid except
that if any share is issued on terms providing that it shall rank for
dividend as if paid up (in whole or in part) as from a particular date such
share shall rank for dividend accordingly.
90. The Company in General Meeting may from time to time declare dividends, but
no dividend shall be payable otherwise than out of the profits of the
Company which it is lawful to distribute. No higher dividend shall be paid
than is recommended by the Directors.
91. Subject to the provisions of the Acts, the Directors may if they think fit
from time to time pay to the members such interim dividends as appear to
the Directors to be justified by the profits of the Company. If at any time
the share capital of the Company is divided into different classes the
Directors may pay such interim dividends in respect of those shares in the
capital of the Company which confer on the holders thereof deferred or
non-preferred rights as well as in respect of those shares which confer on
the holders thereof preferential rights with regard to dividend and
provided that the Directors act bona fide they shall not incur any
responsibility to the holders of shares conferring a preference for any
damage that they may suffer by reason of the payment of an interim dividend
on any shares having deferred or non-preferred rights. The Directors may
also pay half-yearly or at other suitable intervals to be settled by them
any dividend which may be payable at a fixed rate if they are of opinion
that the profits justify the payment.
92. The Directors may deduct from any dividend or other moneys payable on or in
respect of any shares held by a member all sums of money (if any)
immediately payable by him to the Company on account of calls or otherwise
in relation to shares of the Company.
93. All unclaimed dividends may be invested or otherwise made use of by the
Directors for the benefit of the Company until claimed. No dividend shall
bear interest as against the Company.
94. Any dividend or other moneys payable on or in respect of a share may be
paid by cheque or warrant sent through the post to the registered address
of the member or person entitled thereto and, in the case of joint holders,
to the first named of such joint holders or to such person and such address
as the holder or joint holders may direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent or to
such person as the holder or joint holders may direct and payment of the
cheque or warrant shall be a good discharge to the Company. Every such
cheque or warrant shall be sent at the risk of the persons entitled to the
money represented thereby.
95. If several persons are registered as joint holders of any share, any one of
them may give effectual receipts for any dividend or other moneys payable
on or in respect of the share.
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96. A General Meeting declaring a dividend may direct payment of such dividend
wholly or in part by the distribution of specific assets (in particular, of
paid up shares or debentures of any other company) and the Directors shall
give effect to such resolution. Where any difficulty arises in regard to
the distribution, the Directors may settle the same as they think expedient
and in particular may issue fractional certificates and may fix the value
for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any members upon the footing
of the value so fixed in order to adjust the rights of members and may vest
any specific assets in trustees upon trust for the persons entitled to the
dividend as the Directors think expedient and generally may make such
arrangements for the allotment, acceptance and sale of such specific assets
or fractional certificates, or any part thereof, and otherwise as they
think fit.
RESERVES
97. The Directors may before recommending any dividend, whether preferential or
otherwise, carry to reserve out of the profits of the Company (including
any premiums received upon the issue of debentures or other securities of
the Company) such sums as they think proper as a reserve or reserves which
shall, at the discretion of the Directors, be applicable for any purpose to
which the profits of the Company may be properly applied and pending such
application may, at the like discretion, either be employed in the business
of the Company or be invested in such investments as the Directors may from
time to time think fit. The Directors may also without placing the same to
reserve carry forward any profits which they may think it prudent not to
divide.
CAPITALISATION OF PROFITS
98. The Company may by Ordinary Resolution on the recommendation of the
Directors resolve that it is desirable to capitalise the whole or any part
of the amounts for the time being standing to the credit of any of the
Company's reserves or reserve accounts (including any capital redemption
reserve fund or share premium account) or to the credit of the profit and
loss account (whether or not such amounts are available for distribution)
and accordingly that the Directors be authorised and directed to
appropriate the amounts resolved to be capitalised to the members in
proportion in which such amounts would have been divisible amongst them had
the same been applied or been applicable in paying dividends and to apply
such amounts on their behalf, either in or towards paying up the amounts
(if any) for the time being unpaid on any shares or debentures held by such
members respectively or in paying up in full unissued shares or debentures
of the Company of a nominal amount equal to such amounts, or partly in one
way and partly in the other, such shares or debentures to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportion aforesaid.
99. Whenever such a resolution as aforesaid shall have been passed, the
Directors shall, subject to the provisions of the Acts, make all
appropriations and applications of the amounts or sum resolved to be
capitalised thereby and all allotments and issues of fully paid shares or
debentures (if any) and generally shall do all acts and things required to
give effect thereto, with full power to the Directors to make such
provision by the issue of fractional certificates or by payment in cash or
otherwise as they think fit for the case of shares or debentures becoming
distributable in fractions, and also to authorise any person to enter, on
behalf of all the members entitled to the benefit of such appropriations
and applications,
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into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid up, of any further shares or
debentures to which they may be entitled upon such capitalisation, and any
agreement made under such authority shall be effective and binding on all
such members.
ACCOUNTS
100. The Directors shall cause proper accounts to be kept in accordance with the
provisions of the Acts.
101. The books of account shall be kept at the Office or (subject to the
provisions of the Acts) at such other place as the Directors shall think
fit and shall always be open to the inspection of the Directors. No member
(not being a Director) shall have any right of inspecting any account or
book or document of the Company except as conferred by statute or
authorised by the Directors.
102. The Directors shall from time to time, in accordance with the provisions of
the Act, cause to be prepared and to be laid before the Company in General
Meeting such profit and loss accounts, balance sheets, group accounts (if
any) and reports as are specified in the Acts.
103. A copy of the Directors' and Auditors' reports, accompanied by copies of
the balance sheet, profit and loss account and other documents required by
the Acts to be annexed to the balance sheet, shall, twenty-one days at the
least before the Annual General Meeting, be delivered or sent by post to
the registered address of every member and every holder of debentures of
the Company (whether or not they are entitled to receive notice of
meetings) and to the Auditors, provided that, if copies of such documents
are sent less than twenty-one days before the date of the meeting, they
shall, notwithstanding that fact, be deemed to have been duly sent if it is
so agreed by all the members entitled to attend and vote at the meeting.
104. The Auditors' Report shall be read before the Company in General Meeting
and shall be open to inspection by any member.
105. Every account of the Directors when audited and approved by an Annual
General Meeting shall be conclusive except as regards any error discovered
therein within three months next after the approval thereof. Whenever such
an error is discovered within that period, the account shall forthwith be
corrected and thereupon shall be conclusive.
AUDIT
106. The provisions of the Acts in regard to audit and Auditors shall be
observed.
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NOTICES
107. A notice or other document may be served by the Company upon any member
either personally or by sending it through the post in a prepaid letter
addressed to such member at his address as appearing in the Register of
Members or by sending the same by electronic mail or other form of
Electronic Communication approved by the Directors to the address of any
member notified to the Company by the member for such purpose. In the case
of joint holders of a share, all notices shall be sent to the address
appearing in the Register of Members in respect of the joint holding (or in
the case of a notice sent by electronic mail, to the address in respect of
the joint holding notified to the Company by the joint holders for such
purpose) and notice so given shall be sufficient notice to all the joint
holders.
108. Any member described in the Register of Members by an address not within
the Republic of Ireland or the United States of America who shall from time
to time give the Company an address within the Republic of Ireland or the
United States of America at which notices may be served upon him shall be
entitled to have notices served upon him at such address or shall be
entitled to receive notices by electronic mail, or other form of Electronic
Communication approved by the Directors, to be sent to an address notified
to the Company by the member for such purpose.
109. Every legal personal representative, committee, receiver curator bonis or
other legal curator, assignee in bankruptcy or liquidator of a member shall
be bound by a notice given as aforesaid if sent to the last registered
address of such member or, in the event of a notice given or delivered by
electronic mail, or other form of Electronic Communication approved by the
Directors, if sent to the address notified by the member to the Company for
such purpose, notwithstanding that the Company may have notice of the
death, lunacy, bankruptcy, liquidation or disability of such member.
110. Any notice or other document if served personally shall be deemed to have
been served upon delivery and if served by post shall be deemed to have
been served on the day following that on which the envelope or wrapper
containing the same was posted, and in proving such service it shall be
sufficient to prove that the envelope or wrapper containing the notice was
properly addressed and put into the post office. A certificate in writing
signed by the Secretary or any other officer of the Company that the
envelope or wrapper containing the notice was so addressed and posted shall
be conclusive evidence thereof. Where a notice or other document is served
by electronic mail, or other form of Electronic Communication approved by
the Directors, such notice or other document shall be deemed to have been
served forty-eight (48) hours after the despatch of the Electronic
Communication and a transmission report shall be conclusive evidence
thereof.
111. The signature to any notice to be given by the Company may be written or
printed or in the case of a notice in electronic form the signature may be
an Electronic Signature, Advanced Electronic Signature or otherwise as the
Directors may approve.
112. Where a given number of days' notice, or notice extending over any other
period, is required to be given, the day of service shall, unless it is
otherwise provided, be counted in such number of days or other period.
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WINDING-UP
113. If the Company shall be wound up (whether the liquidation is voluntary or
by the court) the Liquidator may, with the authority of a Special
Resolution, divide among the members in specie the whole or any part of the
assets of the Company, whether such assets shall consist of property of one
kind or of properties of different kinds, and may for such purpose set such
value as he deems fair upon each kind of property and may determine subject
to the rights of the holders of any class of preferential shares, how such
division shall be carried out as between the members or different classes
of members. The Liquidator may, with the like authority, vest any part of
the assets in trustees upon such trusts for the benefit of members and for
contributories as the Liquidator, with the like authority, shall think fit
and the liquidation of the Company may be closed and the Company dissolved,
but so that no member shall be compelled to accept any shares in respect of
which there is a liability.
114. Without prejudice to the rights of holders of shares issued upon special
terms and conditions if the Company shall be wound up and the assets
available for distribution among the members shall be insufficient to repay
the whole of the paid up capital, such assets shall be distributed so that,
as nearly as may be, the losses shall be borne by the members in proportion
to the nominal amount of the share capital held by them but, if the assets
available for distribution among the members shall be sufficient or more
than sufficient to repay the whole of the paid up capital, such assets
shall be applied first in paying off the whole of the paid up capital and
secondly, in distributing the balance amount the members in proportion to
the nominal share capital held by them.
INDEMNITY
115. Every Director and other officer of the Company (other than an Auditor)
shall be indemnified out of the assets of the Company against any cost,
expense, liability or other matter 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 in which relief is
granted to him by the Court under the Acts.
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NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
___________________________________________________________
Donald Pratt,
32 Kildare Street,
Dublin 2.
Solicitor.
Heather Johnston,
32 Kildare Street,
Dublin 2.
Secretary
___________________________________________________________
Dated the 15th day of December 1969.
Witness to the above Signatures:-
Simon C.K. Quick,
32 Kildare Street,
Dublin 2.
Solicitor
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