EX-3.1 2 exhibit31-memorandumandart.htm EX-3.1
Exhibit 3.1
COMPANY LIMITED BY SHARES
MEMORANDUM
AND
ARTICLES OF ASSOCIATION
OF
public limited company
Registered in Dublin No. 12965
Arthur Cox LLP
Ten Earlsfort Terrace
Dublin 2
D02 T380
2
No. 12965
Certificate of Incorporation
I HEREBY CERTIFY THAT ROADSTONE, LIMITED is this day incorporated under the
Companies Acts, 1908 to 1924, and that the Company is Limited.
Given under my hand at Dublin, this Twentieth day of June, One Thousand Nine Hundred and Forty-
nine.

Fees and Deed Stamps | ... ... | ... ... £ 52 10s. 0d.
Stamp Duty on Capital | ... ... | ... ... £1,250 0s. 0d.
|  | A.K. AUSTIN,
|  | Registrar of Joint Stock Companies

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No. 12965
Certificate of Change of Name
I Hereby Certify that
ROADSTONE, LIMITED
having, with the sanction of a Special Resolution of the said Company, and with the approval of the
MINISTER FOR INDUSTRY AND COMMERCE, changed its name, is now called
CEMENT-ROADSTONE HOLDINGS LIMITED
and I have entered such new name on the Register accordingly.
Given under my hand at Dublin, this Twentieth day of October, One Thousand Nine Hundred and
Seventy.
M. SINSEOIN,
for Registrar of Companies
4
Certificate of Incorporation on
Re-registration as a
Public Limited Company
I Hereby Certify that
CEMENT-ROADSTONE HOLDINGS PLC
is this day re-registered under the Companies Acts 1963 to 1983 and that the Company is a Public
Limited Company.
Given under my hand at Dublin, this Twentieth day of January, One Thousand Nine Hundred and
Eighty four.
R. BURKE
for Registrar of Companies
5
Certificate of Incorporation on
Change of Name
I Hereby Certify that
CEMENT-ROADSTONE HOLDINGS PLC
having, by a Special Resolution of the Company, and with the approval of the MINISTER FOR
INDUSTRY AND COMMERCE, changed its name, is now incorporated as a limited company under
the name
CRH public limited company and I have entered such name on the Register accordingly.
Given under my hand this Eighteenth day of May, One Thousand Nine Hundred and Eighty Seven.
R. BURKE
for Registrar of Companies
6
COMPANIES ACT 2014
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
C R H
public limited company
(as amended 1 st May 1975, 5 th May 1992, 7 th May 2008 and 7 th May 2015)
1.The name of the Company is “CRH public limited company”.
2.The Company is a public limited company for the purposes of Part 17 of the Companies Act
2014.
3.The Registered Office of the Company will be situate in Ireland.
4.The objects for which the Company is established are:
(1)To carry on the business of an investment holding company and for that purpose to
acquire and hold either in the name of the Company or in that of any nominee shares,
stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or
guaranteed by any company wherever incorporated or carrying on business and
debentures, debenture stock, bonds, notes, obligations and securities issued or
guaranteed by any Government, Sovereign Ruler, Commissioners, Public Body or
Authority supreme, dependent, municipal, local or otherwise in any part of the world
and to raise money on such terms and conditions as may be thought desirable for any
of the above purposes.
(2)To acquire any such shares, stock, debentures, debenture stock, bonds, notes,
obligations or securities by original subscription, tender, syndicate participation,
purchase, exchange or otherwise, and whether or not fully paid up, and to make
payments thereon as called up or in advance of calls or otherwise, and to hold, sell or
otherwise dispose of any excess thereof, to subscribe for the same either conditionally
or otherwise, and generally to sell, exchange or otherwise to dispose of or turn to
account any of the assets of the Company or any securities or investments of the
Company acquired or agreed so to be and to invest in or to acquire by repurchase or
otherwise any securities or investments of the kind before enumerated and to vary the
securities and investments of the Company from time to time.
(3)To exercise and enforce all rights and powers conferred by or incidental to the
ownership of any such shares, stock, obligations or other securities including without
prejudice to the generality of the foregoing all such powers of veto or control as may
be conferred by virtue of the holding by the Company of some special proportion of
the issued or nominal amount thereof and to provide managerial and other executive
supervisory and consultant services for or in relation to any company in which the
Company is interested upon such terms as may be thought fit.
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(4)To carry on the business of quarry masters and proprietors, lessees and workers of
quarries, sand and gravel pits, mines and the like generally and for the purposes
thereof or otherwise in relation to the business of the Company to purchase, take on
lease or fee farm grant or in exchange hire or otherwise acquire any real and personal
property and any mines, minerals and mining rights, easements and other rights and
privileges which the Company may deem necessary or convenient for the purposes of
its business.
(5)To carry on the business of miners and quarriers and manufacturers and merchants of
and dealers in rocks, stones, sand, gravel, breeze, shale, slag, rubble, shingle, ballast,
slate, gypsum, marble, coal, coke, turf and other fuels, oils and other mineral
substances.
(6)To carry on the business of road-makers and contractors, building contractors,
builders merchants and providers and dealers in road making and building materials,
timber merchants, sawyers, carpenters, joiners, turners, cabinet makers, shop and
office fitters, polishers, mining, sanitary, electrical, gas and general engineers,
plumbers, glaziers, painters, decorators, general warehousemen and storekeepers,
insurance agents, auctioneers, valuers, surveyors, and house, land and estate agents.
(7)To manufacture, buy, sell and otherwise deal in minerals, chemicals, chemical
products, plant, machinery, implements, conveniences, provisions and things capable
of being used in connection with the operations or business of the Company.
(8)To buy, sell, deal in, search for, quarry, mine, get, win, work, dress, shape, mould and
separate oolitic particles and reform with any cementitious material, hew, polish,
crush, refine, smelt, prepare for market or use stone and minerals of all kinds, slate,
oolitic substances, chalk, sand, gravel, brick, china and other clays, coal, iron,
ironstone, metallic ores, oil and other minerals, metals, materials and substances of all
kinds whether obtainable by underground or surface workings.
(9)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 possessed of property suitable for the purposes of this
Company.
(10)To amalgamate with any other company having objects similar to the objects of this
Company.
(11)To apply for, purchase or otherwise acquire any patents, brevets d'invention, licences,
concessions and the like, conferring any exclusive or non-exclusive or limited right to
use, or 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 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.
(12)To enter into partnership or into any arrangement for sharing profits, union of
interests, co-operation, joint adventure, reciprocal concession, mutual assistance, 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
directly or indirectly to benefit this Company and to lend money to guarantee the
contracts of or otherwise assist any such person or company.
(13)To enter into any arrangements with any Governments or authorities 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
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and concessions, and any authorities, permits, licences and registrations required by
law, or which the Company may think it desirable to obtain, and to carry out, exercise
and comply with any such arrangements, rights, privileges, concessions, permits and
licences.
(14)To establish and support, or aid in the establishment and support of associations,
institutions, funds, trusts, and conveniences calculated to benefit employees, or ex-
employees of the Company, or the dependants or connections of such persons, and to
grant pensions and allowances, and to do any acts or things or make any
arrangements or provisions enabling employees of the Company or other persons
aforesaid to become shareholders or depositors in the Company, or otherwise to
participate in the profits of the Company, upon such terms and in such manner as the
Company may think fit, and to make payments towards insurance and to subscribe or
guarantee money for charitable or benevolent objects or for any exhibition or for any
public, general or useful objects, or any other object whatsoever which the Company
may think advisable.
(15)To promote any company or companies for the purpose of acquiring or undertaking
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.
(16)To acquire by purchase, lease, exchange or otherwise lands, buildings and
hereditaments of any tenure or description in any estate or interest and any rights over
or connected therewith and to turn the same to account as may seem expedient and in
particular by planting, building, improving, farming, grazing and felling timber and
by leasing, letting and disposing of the same.
(17)To buy, sell, build, charter, hire, acquire, hold, let and use any aircraft, steamers, tugs,
barges, motor boats, ferry or other boats or other water conveyances, railways,
tramways, railway trucks and rolling stock, motors, lorries, motor cars, waggons or
carts of any kind for or in connection with any of the purposes hereby authorised.
(18)To manufacture or produce electric light, gas and other means of illumination, and
steam or electric power and erect machinery or apparatus for applying and turning to
account any wind, water or other power for or in connection with any of the purposes
hereby authorised.
(19)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 mining purposes
or 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.
(20)To construct, improve, maintain, develop, work, manage, carry out, or control any
roads, ways, tramways, railways, branches or sidings, bridges, reservoirs-
watercourses, wharves, manufactories, warehouses, electric works, shops, stores and
other works and conveniences which may seem calculated directly or indirectly to
advance the Company's interests, and to contribute to, subsidise, or otherwise assist or
take part in the construction, improvement, maintenance, working, management,
carrying out or control thereof.
(21)To lend and advance money or other property or give credit or financial
accommodation to any company or person in any manner either with or without
security and whether with or without the payment of interest and upon such terms and
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conditions as the Company’s board of directors shall think fit or expedient and to
guarantee, indemnify, grant indemnities in respect of, enter into any suretyship or
joint obligation, or otherwise support or secure, whether by personal covenant,
indemnity or undertaking or by mortgaging, charging, pledging or granting a lien or
other security over all or any part of the Company’s property (both present and
future) or by any one or more of such methods or any other method and whether in
support of such guarantee or indemnity or suretyship or joint obligation or otherwise,
on such terms and conditions as the Company’s board of directors shall think fit, the
payment of any debts or the performance or discharge of any contract, obligation or
actual or contingent liability of any person or company (including, without prejudice
to the generality of the foregoing, the payment of any capital, principal, dividends or
interest on any stocks, shares, debentures, debenture stock, notes, bonds or other
securities of any person, authority 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 in the Companies Act 2014 and in any statutory
modification or re-enactment thereof, or subsidiary (as defined in the Companies Act
2014) of the Company or otherwise associated with the Company, in each case
notwithstanding the fact that the Company may not receive any consideration,
advantage or benefit, direct or indirect, from entering into any such guarantee or
indemnity or suretyship or joint obligation or other arrangement or transaction
contemplated herein.
(22)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.
(23)To engage in currency exchange and interest rate transactions (whether in connection
with or incidental to any other contract undertaking or business entered into or carried
on by the Company or whether as an independent object or activity) including, but
not limited to, dealings in foreign currency, spot and forward rate exchange
contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and
any other foreign exchange or interest rate hedging arrangements and such other
instruments as are similar to or derive from any of the foregoing whether for the
purpose of making a profit or avoiding a loss or managing a currency or interest rate
exposure or for any other purpose and to enter into any contract for and to exercise
and enforce all the rights and powers conferred by or incidental, directly or indirectly,
to such transactions or termination of any such transactions and to enter into any
contracts, agreements or obligations relating to warrants, bonds, notes, mortgage
backed securities or instruments, bills of exchange, promissory notes, instruments
involving the management or control of currency exchange and/or risks and to enter
into any other agreements relating to synthetic or intangible assets, choses in action
and any other financial instruments whatsoever including instruments with
conversion rights or options of any nature and instruments evidencing or including
debt or equity and all derivatives of those products, invoices, receivables, including
movement of goods, assets represented by any contract for bullion or other metals or
commodity based products and in whatsoever currencies, including contracts
involving packaging and re-packaging of assets of any nature, securitisation,
unitisation, sub-participation of assets, participation, discounting, factoring, credit
sale, instalment sale, conditional sale, leasing or contracts of any other similar or
analogous nature.
(24)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 share capital or any debentures, debenture stock or other securities of the
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Company, or in or about the formation or promotion of the Company or the conduct
of its business.
(25)To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of
exchange, bills of lading, warrants, debentures, and other negotiable or transferable
instruments.
(26)To undertake and execute any trusts, the undertaking whereof may seem desirable
and either gratuitously or otherwise.
(27)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.
(28)To adopt such means of making known the products and investments of the Company
as may seem expedient and in particular by advertising through all media, by
purchase and exhibition of works of art or interest, by publication of books and
periodicals, and by granting prizes, rewards, scholarships and donations and by
sponsoring (whether by guarantee or otherwise) sports events, theatrical and
cinematic performances and exhibitions of all descriptions.
(29)To obtain any Provisional Order or Act of the Oireachtas or Ministerial or
Departmental Licence or Order 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.
(30)To procure the Company to be registered or recognised in any country or place.
(31)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 and
investments of the Company.
(32)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.
(33)To do all or any of the above things in any part of the world, and as principals, agents,
contractors, trustees, or otherwise, and by or through trustees, agents or otherwise,
and either alone or in conjunction with others.
(34)To distribute any of the property of the Company in specie among the members.
(35)To carry on any other business (whether manufacturing or otherwise), 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.
(36)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.
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Note: It is hereby declared that the word “company” in this Clause, except where used in
connection with this Company, shall be deemed to include any partnership or other body of
persons, whether incorporated or not incorporated, and whether domiciled in Ireland,
Northern Ireland, Great Britain, or elsewhere, and the intention is that the objects specified in
each paragraph of this Clause shall, except where otherwise expressed in such paragraph, be
independent main objects and shall be in no wise limited or restricted by reference to, or
inference from, the terms of any other paragraph or the name of the Company.
Provided always that the provisions of this Clause shall be subject to the Company obtaining
where necessary for the purpose of carrying any of its objects into effect such licence, permit
or authority as may be required by law.
5.The liability of the members is limited.
6.The capital of the Company is €401,297,940 divided into 150,000 5% Cumulative Preference
Shares of €1.27 each, 872,000 7% “A” Cumulative Preference Shares of €1.27 each and
1,250,000,000 Ordinary Shares of €0.32 each.
The rights and privileges attached to any class of shares in the Company's Share Capital shall
not be modified, commuted, affected, abrogated, or dealt with except by an Agreement
between the Company and any person or persons purporting to contract on behalf of such
class, provided that such agreement is ratified in writing by the holders of three-fourths in
nominal value of the issued shares of such class, or is confirmed by an Extraordinary
Resolution passed at separate General Meetings of the holders of the shares of such class,
such meetings to be summoned and held pursuant to the provisions contained in the
Company's Articles in force for the time being.
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WE, the several persons whose names and addresses are subscribed, are desirous of being formed into
a Company, in pursuance of this Memorandum of Association, and we respectively agree to take the
number of shares in the capital of the Company set opposite our respective names.

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS | Number of Ordinary Shares taken by each Subscriber
ROBERT J. KIDNEY, ESQ., 12/14 College Green, Dublin. Incorporated Accountant. | One
C.M. O'KELLY, ESQ., Millbrook, Straffan, Co. Kildare. Company Director. | One
PATRICK CONWAY, ESQ., 70 Parnell Street, Dublin. Company Director. | One
CHARLES SEARSON, ESQ., 33 South Richmond Street, Dublin. Company Director. | One
DONAL M. ROCHE, ESQ., “Mone Roodan”, Newlands, Clondalkin, Co. Dublin. Company Director. | One
J. PLUNKETT DILLON, ESQ., Ludford Park, Dundrum, Co. Dublin. Solicitor. | One
ROBERT A. KIDNEY, ESQ., 12/14 College Green, Dublin. Incorporated Accountant. | One

Dated this 3rd day of June, 1949.
WITNESS to the above Signatures:
JOHN EDMUND DOYLE,
Solicitor,
25 Suffolk Street, Dublin, C.3.
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COMPANIES ACT 2014
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
C R H
public limited company
The following Articles were adopted by the Company by Special Resolution passed on 7 May 2015 in
lieu of and in substitution for all existing Articles of Association of the Company and include
amendments made by Special Resolution dated 26 April 2018, 9 February 2021, 8 June 2023 and 8
May 2025.
PRELIMINARY
1.Sections 77 to 81, 95(1)(a), 95(2)(a), 96(2) to (11), 124, 125(3), 144(3), 144(4), 148(2),
158(3), 159 to 165, 182(2), 182(5), 183(3), 187, 188, 218(5), 229, 230, 338(5), 338(6),
618(1)(b), 1090, 1092 and 1113 of the Act shall not apply to the Company.
INTERPRETATION
2.In these Articles unless the context otherwise requires:

“Act” | means the Companies Act 2014 and every statutory modification and re-enactment thereof for the time being in force;
“Acts” | means the Act and all statutory instruments which are to be read as one with, or construed or read together as one with, the Act and every statutory modification and re-enactment thereof for the time being in force;
“Address” | includes any number or address used for the purposes of communication by way of electronic mail or other electronic communication;
“Approved Exchange” | means any of the markets or securities exchanges of the London Stock Exchange plc, the New York Stock Exchange (or such body or bodies as may succeed to their respective functions) and any other stock and/or investment exchange(s) on which the shares of the Company may be listed or otherwise authorised for trading from time to time in circumstances where the Directors of the Company have approved such listing or trading;
“Approved Market” | means any market operated by an Approved Exchange;
“Articles” | means these Articles of Association as from time to time being in force altered by Resolution of the Company;
“Auditors” | means the statutory auditors for the time being of the Company (and, to the extent their appointment, re- appointment or

14

| remuneration is required, may be required or is advisable to be approved by the members, any other assurance provider as may be required by the Acts or any other enactment);
“Board” | means the Board of Directors of the Company or the Directors present at a duly convened meeting of Directors at which a quorum is present;
“Business Day” | means a day which is not a Saturday or a Sunday or a bank or public holiday in Dublin, Ireland;
“Clear Days” | means in relation to the period of notice provided for in these Articles where it specifies Clear Days, that period excluding the day when notice is given or deemed to be given and the day for which it is given or on which it is to take effect, or is deemed to take effect;
“Close of Business” | means 5:00 p.m., at the principal executive offices of the Company;
“Company” | means the company whose name appears in the heading to these Articles;
“Directors” | means the Directors for the time being of the Company or the Directors present at a meeting as the Board of Directors of the Company;
“Disclosure Notice” | means the notice issued in accordance with Section 1062 of the Act or other applicable law;
“Electronic Communication” | means information communicated or intended to be communicated to a person, other than its originator, that is generated, communicated, processed, sent, received, recorded, stored or displayed by electronic means or in electronic form but does not include information communicated in the form of speech unless the speech is processed at its destination by an automatic voice recognition system. Any references in this definition, Article 2 or Article 128 to “addressee”, “electronic”, “information”, “originator” or “person” shall have the same meaning as in Section 2 of the Electronic Commerce Act, 2000, or as that section may be amended by subsequent legislation;
“Exchange Act” | means the US Securities Exchange Act of 1934, as amended;
“holder” | means in relation to any share, the member whose name is entered in the Register as the holder of the share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares;
“Month” | means calendar month;
“Office” | means the registered office for the time being of the Company within the meaning of Section 50 of the Act;

15

“Person” | means where the context permits an unincorporated body of persons, a partnership, a club or other association as well as an individual and a company which shall be deemed to include a body corporate, whether a company (wherever formed, registered or incorporated), a corporation aggregate, a corporation sole and a national or local government or authority or department or other legal entity or division or constituent thereof;
“Record Date” | means a date and time specified by the Company for eligibility for voting at a general meeting;
“Redeemable Shares” | means redeemable shares as defined by Section 64 of the Act;
“Register” | means the Register of Members required to be kept by Section 169 of the Act;
“Registrar” | means the person or persons appointed from time to time to maintain the Register;
“Seal” | means the Common Seal of the Company or where relevant the official seal kept by the Company pursuant to Section 1017 of the Act;
“Secretary” | means any person appointed to perform the duties of the Secretary of the Company including an Assistant or Deputy Secretary;
“State” | means Ireland; and
“Subsidiary” | shall mean a subsidiary as defined in the Act.

The masculine includes the feminine, and the singular includes the plural, and vice versa.
Expressions referring to writing shall be construed as including references to printing,
lithography, photography, electronic and other modes of representing or of reproducing words
in visible form and cognate words shall be similarly construed.
Unless the contrary intention appears, words or expressions contained in these Articles shall
bear the same meaning as in the Act or in any statutory modification thereof in force at the
date on which these Articles become binding on the Company.
References to Articles of these Articles and any reference in an Article to a paragraph or sub-
paragraph shall be a reference to a paragraph or sub-paragraph of the Articles in which the
reference is contained unless it appears from the contents that a reference to some other
provision is intended. The headings and captions included in these Articles are included for
convenience of reference only and shall not be considered as part of or affect the construction
or interpretation of these Articles.
CONTROL
3.The Company shall be managed and controlled in Ireland.
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CAPITAL AND SHARES
4.The capital of the Company is €401,297,400 divided into 150,000 5% Cumulative Preference
Shares of €1.27 each, 872,000 7% “A” Cumulative Preference Shares of €1.27 each and
1,250,000,000 Ordinary Shares of €0.32 each.
4A.Subject to the provisions of the Act, an Ordinary Share shall be deemed to be a Redeemable
Share on, and from the time of, the existence or creation of an agreement, transaction or trade
between the Company and any third party pursuant to which the Company acquires or will
acquire Ordinary Shares, or an interest in Ordinary Shares, from such third party. In these
circumstances, the acquisition of such Ordinary Shares or an interest in such Ordinary Shares
by the Company, save where acquired otherwise than for valuable consideration in
accordance with the Act, shall constitute the redemption of a Redeemable Share in
accordance with the Act. No resolution, whether special or otherwise, shall be required to be
passed to deem any ordinary share a Redeemable Share.
5.The said five per cent. (5%) Cumulative Preference Shares shall confer on the holders thereof
the rights and privileges following, that is to say:
(a)the right out of the profits which the Company shall determine to distribute by way of
dividend to a fixed cumulative preferential dividend at the rate of five per cent. (5%)
per annum on the capital for the time being paid up or credited as paid up on the said
shares during the period in respect of which the said dividend is declared;
(b)the right in a winding-up to repayment of the capital paid up or credited as paid up on
the said shares and to payment of all arrears of the said fixed cumulative preferential
dividend (whether earned or declared or not) down to the commencement of the
winding-up in priority to the repayment of the amount of capital paid up or credited
as paid up on any other shares in the capital of the Company.
Subject to the foregoing the said Preference Shares shall not confer any further right to
participate in profits or assets and the holders of the said Preference Shares shall have no right
to receive notice of or to be present or to vote either in person or by proxy at any general
meeting by virtue or in respect of their holdings of such Preference Shares unless their fixed
preferential dividend shall be six months in arrears or unless a Resolution is proposed for the
winding up of the Company or otherwise affecting the rights or privileges of the holders of
such Preference Shares.
6.The following provisions shall have effect in regard to the said seven per cent. (7%) “A”
Cumulative Preference Shares of €1.27 each (hereinafter called ““A” Preference Shares”):
(i)The “A” Preference Shares shall carry the right to a fixed cumulative
preferential dividend at the rate of seven per cent. (7%) per annum on the
capital for the time being paid up or credited as paid up thereon during the
period in which the said dividend is declared.
(ii)The “A” Preference Shares shall rank for such dividend next after the said
150,000 five per cent. (5%). Cumulative Preference Shares and in priority to
the Ordinary Shares for the time being of the Company.
(iii)The “A” Preference Shares shall carry the right in a winding-up to repayment
of capital paid up or credited as paid up thereon and to payment of all arrears
of the said fixed cumulative preferential dividend (whether earned or declared
or not) down to the commencement of the winding-up net after the said
150,000 five per cent. (5%).
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Cumulative Preference Shares and in priority to the Ordinary Shares
for the time being of the Company.
(iv)Save as aforesaid the “A” Preference Shares shall not confer any further right
to participate in profits or assets.
(v)The “A” Preference Shares shall not confer on the holders thereof the right to
receive notice of or to attend or vote either in person or by proxy at any
general meeting of the Company by virtue or in respect of their holdings
thereof unless:
(A)At the date of the notice convening the meeting the dividend thereon
is six months in arrears and so that for this purpose the dividend on
such Shares shall be deemed to be payable half-yearly on the 5 th day
of April and the 5 th day of October in each year, or
(B)The business of the meeting includes the consideration of a resolution
for reducing the capital of the Company or for the sale of the
undertaking of the Company, or for the winding-up of the Company,
or for increasing the borrowing powers of the Company, or for
altering its objects, or for varying or abrogating any of the special
rights or privileges attached to any Preference Shares, in which case
they shall only be entitled to vote on any such resolutions.
(vi)That the Company shall be entitled to create further new “A” Preference
Shares ranking in all respects pari passu with the said 872,000 seven per cent.
(7%) “A” Cumulative Preference Shares but not in priority thereto.
7.Subject to the provisions of Section 108 of the Act, the Company shall have the power to
redeem any Preference Shares issued by it prior to the 5th May, 1959.
8.Subject to the provisions of Chapter 6 of Part 3 and Chapter 5 of Part 17 of the Act and the
other provisions of this Article, the Company may:
(a)pursuant to Section 66(4) of the Act, issue any shares of the Company which are to be
redeemed or are liable to be redeemed at the option of the Company or the
shareholder on such terms and in such manner as may be determined by the Company
in general meeting (by Special Resolution of the Company) on the recommendation
of the Directors;
(b)pursuant to Section 105 and Chapter 5 of Part 17 of the Act, purchase any of its own
shares (including any Redeemable Shares and without any obligation to purchase on
any pro rata basis as between shareholders or shareholders of the same class) and may
cancel any shares so purchased or hold them as treasury shares (as defined in
Section 106 of the Act) and may reissue any such shares as shares of any class or
classes;
(c)pursuant to Section 83(3) of the Act, convert any of its shares into Redeemable
Shares.
8A.The Company shall not make a purchase of shares in the Company in accordance with the Act
unless the purchase has first been authorised by an Ordinary Resolution passed in general
meeting. Where the Company has been so authorised to purchase its own shares, the
Company and/or any of its subsidiaries may make such purchases on such terms and
conditions and in such manner as the Directors of the Company or the particular subsidiary of
the Company may from time to time determine but subject to the provisions of the Act and
the authority granted by the Ordinary Resolution of the Company.
18
8B.Where the Company has been authorised by a Special Resolution passed in general meeting to
re-issue treasury shares (as provided for in Section 1078 of the Act) the Company may re-
issue such treasury shares in accordance with such authority and in such manner as the
Directors of the Company may from time to time determine and the Directors may resolve to
permit the re-issue of treasury shares to be paid for in a currency or currencies other than euro
and, in such cases, the payment shall be subject to the conversion rate or rates as may be
determined by the Directors in relation thereto.
9.Without prejudice to any special rights previously conferred on the holders of any existing
shares or class of shares, any share in the Company may be issued with such preferred or
deferred or other special rights or such restrictions, whether in regard to dividend, voting,
return of capital or otherwise, as the Company may from time to time by Ordinary Resolution
determine.
10.The rights and privileges attached to any class or classes of shares in the Company's share
capital may be modified, commuted, affected, abrogated or dealt with in manner provided by
Clause 6 of the Company's Memorandum of Association and all the provisions hereinafter
contained as to general meetings (save Article 61) shall mutatis mutandis apply to every
meeting of the holders of the shares of any class but so that the quorum thereof shall be
persons holding or representing by proxy one third of the nominal amount of the issued shares
of such class.
11.(a)Subject to the provisions of these Articles relating to new shares, the shares shall be at
the disposal of the Directors, and they may (subject to the provisions of the Act) allot, grant
options over or otherwise dispose of them to such persons, on such terms and conditions and
at such times as they may consider to be in the best interest of the Company and its
shareholders, but so that no share shall be issued at a discount, so that in the case of shares
offered to the public for subscriptions, the amount payable on application on each share shall
not be less than twenty-five per cent. (25%) of the nominal amount of the share and the whole
of any premium on it.
(b)Without prejudice to the generality of the powers conferred on the Directors by the
other paragraphs of this Article, the Directors may grant from time to time options to
subscribe for the unallotted Shares in the capital of the Company to Directors and other
persons in the service or employment of the Company or any subsidiary or associate company
of the Company on such terms and subject to such conditions as may be approved from time
to time by the Directors or by any Committee thereof appointed by the Directors for the
purposes of such approval and on the terms and conditions required to obtain the approval of
any statutory authority in any jurisdiction.
(c)The Company may issue warrants to subscribe to any person to whom the Company
has granted the right to subscribe for shares in the Company (other than under a share option
scheme under paragraph (b)) certifying the right of the registered holder to subscribe for
shares in the Company upon such terms and conditions as the right may have been granted.
(d)The Company may at any time and from time to time pass an Ordinary Resolution
referring to this Article 11(d) and authorising the Directors to allot relevant securities (within
the meaning of Section 1021 of the Act) and upon the passing of such an Ordinary
Resolution:
(i)the Directors shall thereupon and without further formality be generally and
unconditionally authorised to allot relevant securities provided that the
nominal amount of such securities where they are shares, and, where such
securities are not shares, the nominal amount of the shares in respect of which
19
such securities confer the right to subscribe or convert, shall not exceed in
aggregate the sum specified in such Ordinary Resolution; and
(ii)any such authority shall (unless otherwise specified in such Ordinary
Resolution or varied or abrogated by Ordinary Resolution passed at an
intervening Extraordinary General Meeting) expire at the conclusion of the
Annual General Meeting of the Company next following the passing of such
Ordinary Resolution, or such later date as may be specified in such Ordinary
Resolution, save that the Company may before such expiry date make an
offer or agreement which would or might require relevant securities to be
allotted after such expiry date and the Directors may allot relevant securities
in pursuance of such offer or agreement as if the authority conferred hereby
had not expired;
and all, if any, previous authorities under Section 1021 of the Act shall thenceforth
cease to have effect.
(e)The Company may at any time and from time to time resolve by a Special Resolution
referring to this Article 11(e) that the Directors be empowered to allot equity securities
(within the meaning of Section 1023 of the Act) for cash and upon such Special Resolution
being passed, or such later date as may be specified in such Special Resolution, the Directors
shall (subject to their being authorised to allot relevant securities in accordance with
Section 1021 of the Act) thereupon and without further formality be empowered to allot
(pursuant to any such authority) equity securities for cash as if Sub-Section 1 of Section 1022
of the Act did not apply to any such allotment provided that such power shall be limited:
(i)to the allotment of equity securities in connection with a rights issue in favour
of Ordinary shareholders where the equity securities respectively attributable
to the interest of all such shareholders are proportionate (as nearly as may be)
to the respective value of shares held by them but subject to such exclusions
or other arrangements as the Directors may deem necessary or expedient to
deal with legal or practical problems in respect of overseas shareholders,
fractional entitlements or otherwise; and
(ii)to the allotment of equity securities pursuant to the terms of any share scheme
for employees approved by the members in General Meeting; and
(iii)to the allotment (otherwise than pursuant to sub-paragraphs (i) or (ii) above)
of equity securities having in the case of relevant shares (within the meaning
of Section 1023 of the Act) a nominal amount or, in case of other equity
securities, giving the right to subscribe for or convert into relevant shares
have a nominal amount not exceeding in aggregate the sum specified in such
Special Resolution;
and such power shall (unless otherwise specified in such Special Resolution or varied
or abrogated by Special Resolution passed at an intervening Extraordinary General
Meeting) expire at the conclusion of the Annual General Meeting of the Company
next following the passing of such Special Resolution, or such later date as may be
specified in such Special Resolution, save that the Company may before such expiry
make an offer or agreement which would or might require equity securities to be
allotted after such expiry date and the Directors may allot equity securities in
pursuance of such offer or agreement as if such power had not expired.
12.The Company may pay commission to any person in consideration of a person
subscribing or agreeing to subscribe, whether absolutely or conditionally, for any
20
shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or
conditional, for any shares in the Company on such terms and subject to such conditions as
the Directors may determine, including, without limitation, by paying cash or allotting and
issuing fully or partly paid shares or any combination of the two. The Company may also, on
any issue of shares, pay such brokerage as may be lawful.
13.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 be 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 fractional 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.
14.(a)The Directors may at any time and in their absolute discretion, if they consider it to
be in the interests of the Company to do so, give to any shareholder or shareholders a notice
(hereinafter referred to as an “Investigation Notice”) requiring such shareholder or
shareholders to notify the Company in writing within the prescribed period of full and
accurate particulars of all or any of the following matters, namely:
(i)his interest in any shares in the Company;
(ii)if his interest in the share does not consist of the entire beneficial interest in
it, the interests of all persons having a beneficial interest in the share
(provided that one joint shareholder of a share shall not be obliged to give
particulars of interests of persons in the share which arise only through
another joint shareholder of the Company); and
(iii)any arrangement (whether legally binding or not) entered into by him or any
person having any beneficial interest in the share whereby it has been agreed
or undertaken or the shareholder of such share can be required to transfer the
share or any interest therein to any person (other than a joint shareholder of
the share) or to act in relation to any meeting of the Company or of any class
of shares of the Company in a particular way or in accordance with the
wishes or directions of any other person (other than a person who is a joint
shareholder of such share).
(b)Where an intermediary receives a Disclosure Notice and is in possession or control of
the information which is required to be provided pursuant to these Articles or applicable law,
it shall as soon as practicable provide the Company with that information. Any intermediary
that receives a Disclosure Notice and is not in possession or control of the information which
is required to be provided pursuant to these Articles or applicable law, shall as soon as
practicable:
(i)inform the Company that it is not in possession or control of the information;
(ii)where the intermediary is part of a chain of intermediaries, transmit the
request to each other intermediary in the chain known to the first mentioned
intermediary as being part of the chain; and
(iii)provide the Company with the details of each intermediary, if any, to which
the request has been transmitted under sub-paragraph (ii).
21
(c)If, pursuant to an Investigation Notice, the person stated to own any beneficial
interest in a share or the person in favour of whom any shareholder (or other person having
any beneficial interest in the share) has entered into any arrangements referred to in
paragraph (a)(iii) is a body corporate, trust, society or any other legal entity or association of
individuals and/or entities, the Directors may in their absolute discretion give a further
Investigation Notice to the shareholders of, and/or any person whom such shareholder has
stated as having any beneficial interest in, such a share requiring them to notify the Company
in writing within the prescribed period of full and accurate particulars of the names and
Addresses of the individuals who control (whether directly or indirectly and through any
number of vehicles, entities or arrangements) the beneficial ownership of all the shares,
interests, units or other measure of ownership of such body corporate, trust, society or other
entity or association wherever the same shall be incorporated, registered or domiciled or
wherever such individuals shall reside provided that if at any stage of such chain of ownership
the beneficial interest in any share shall be established to the satisfaction of the Directors to be
in the ownership of any body corporate any of whose share capital is listed or dealt in on any
bona fide stock exchange, unlisted securities market or over the counter securities market, it
shall not be necessary to disclose details of the individuals ultimately controlling the
beneficial interests in the shares of such body corporate.
(d)Unless otherwise required by applicable law, where a notice is served pursuant to the
terms of this Article on the holder of a share and such holder is a central securities depository
(or its nominee(s)) acting in its capacity as operator of a securities settlement system, the
obligations of the central securities depository (or its nominee(s)) as a holder pursuant to this
Article shall be limited to disclosing to the Company in accordance with this Article such
information relating to the ownership of or interests in the share concerned as has been
recorded by it pursuant to the rules made and practices instituted by the central securities
depository, provided that nothing in this Article shall in any other way restrict the powers of
the Directors under this Article. For the purposes of this Article, a person, other than the
holder of a share, shall be treated as appearing to be or to have been interested in that share if
the holder has informed the Company that the person is, or may be, or has been, or may have
been, so interested, or if the Company (after taking account of any information obtained from
the registered holder or, pursuant to a Disclosure Notice, from anyone else) knows or has
reasonable cause to believe that the person is, or may be, or has been, or may have been, so
interested.
(e)Where any member, or any other person with an interest in shares held by such
member, is deemed by Section 1048 or 1050 of the Act to have an interest in 3% or more of
the issued share capital of the Company, such member or person shall be required to notify
the Company both of the existence of such interest and any event which results in the member
or person ceasing to be so interested. Such notification shall be made in the same manner and
within the same time period as specified in Sections 1052 and 1053 of the Act.
(f)If at any time the Directors are satisfied that:
(i)any member has been served with an Investigation Notice, or
(ii)any member, or any other person appearing to be interested in shares held by
such member, has been served with a Disclosure Notice,
and is in default for the prescribed period in supplying to the Company the
information thereby required, or, in purported compliance with such a notice has
made a statement which is false or inadequate, then the Directors may, in their
absolute discretion at any
22
time thereafter by notice (a “Disenfranchisement Notice”) to such member direct
that in respect of the shares in relation to which the default occurred (the “Default
Shares”) (which expression shall include any further shares which are issued in
respect of such shares) the member shall not be entitled to attend or to vote either
personally or by proxy at a general meeting of the Company or a meeting of the
holders of any class of shares of the Company or to exercise any other rights
conferred by membership in relation to general meetings of the Company or meetings
of the holders of any class of shares of the Company. Where a Disenfranchisement
Notice is served on a central securities depository or its nominee(s) acting in its
capacity as operator of a securities settlement system, the provisions of this Article
shall be treated as applying only to such number of shares as is equal to the number of
Default Shares held by the central securities depository or its nominee(s) and not to
any other shares held by the central securities depository or its nominee(s).
(g)Where the Default Shares represent at least three per cent. (3%) of the issued shares
of that class (or such other percentage as may be determined under the provisions of
Section 1052 of the Act), then the Disenfranchisement Notice may additionally direct that:
(i)any dividend (or part thereof) or other money which would otherwise be
payable in respect of the Default Shares shall be retained by the Company
without any liability to pay interest thereon when such money is finally paid
to the member and/or
(ii)no transfer of any shares held by such member shall be registered unless;
(A)the member is not himself in default as regards supplying the
information required; and
(B)the transfer is part only of the member's holding and when presented
for registration is accompanied by a certificate by the member in a
form satisfactory to the Directors to the effect that after due and
careful enquiry, the member is satisfied that none of the shares, the
subject of the transfer, is a Default Share.
(h)The Company shall send to each other person appearing to be interested in the shares,
the subject of any Disenfranchisement Notice, a copy of the Disenfranchisement Notice but
the failure or omission by the Company to do so shall not invalidate such Disenfranchisement
Notice.
(i)Save as herein provided, any Disenfranchisement Notice shall have effect in
accordance with its terms for so long as the default in respect of which the
Disenfranchisement Notice was issued continues and for a period of one week thereafter
provided that the Directors may at the request of the member concerned reduce or waive such
one week period if they think fit.
(j)Any Disenfranchisement Notice shall cease to have effect in relation to any shares
which are transferred by such member by means of an Approved Transfer (as defined in
Article 14(k)(iii)).
(k)For the purpose of this Article:
(i)a person shall be treated as appearing to be interested in any shares if the
member holding such shares has in response to a Disclosure Notice or
Investigation Notice either:
23
(A)named such person as being so interested; or
(B)fails to establish the identities of those interested in the shares;
and (after taking into account the said response and any other relevant
Disclosure Notice or Investigation Notice) the Company knows or has
reasonable cause to believe that the person in question is or may be interested
in the Shares;
(ii)in the case of both an Investigation Notice and a Disclosure Notice, the
prescribed period is twenty-eight days from the date of service of the notice
except that if the Default Shares represent at least five per cent. (5%) of the
issued shares of that class, the prescribed period is fourteen days from such
date; and
(iii)a transfer of shares is an “Approved Transfer” if, but only if:
(A)it is a transfer of shares to an offeror by way of or in pursuance of an
acceptance of a takeover offer, merger, scheme or arrangement or
consolidation of the Company; or
(B)the Directors are satisfied that the transfer is made pursuant to a sale
of the whole of the beneficial ownership of the shares to a party
unconnected with the member and with other persons appearing to be
interested in such shares; or
(C)the transfer results from a sale made through a recognised stock
exchange.
15.The Company shall not give, whether directly or indirectly and whether by means of a loan,
guarantee, the provisions 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, but this regulation shall not prohibit
any transaction permitted by Section 82 of the Act as amended by Section 1043 of the Act.
CERTIFICATES
16.Save as required by applicable law, no person shall be entitled to a share certificate in respect
of any Ordinary Share held by them in the share capital of the Company, whether such
Ordinary Share was allotted or transferred to them, and the Company shall not be bound to
issue a share certificate to any such person entered in the Register.
THE CLEARING AND SETTLEMENT SYSTEM
17.Notwithstanding anything in these Articles to the contrary and subject to the rules of the
applicable central securities depository, the Directors may permit any class of Shares to be
held, and trades in those Shares to be settled, through a securities settlement system operated
by a central securities depository. Without prejudice to the generality and effectiveness of the
foregoing:
(a)the Directors may make such arrangements or regulations (if any) as they may from
time to time in their absolute discretion think fit for the purpose of implementing and/
or supplementing the provisions of this Article and the facilities and requirements of
the securities settlement system and such arrangements and regulations (as the case
may be) shall have the same effect as if set out in this Article;
24
(b)the Directors may utilise the securities settlement system to the fullest extent
available from time to time in the exercise of the Company’s powers or functions
under the Acts or these Articles or otherwise in effecting any actions;
(c)for the purposes of Article 137, any payment in the case of shares held through a
securities settlement system may be made by means of the securities settlement
system (subject always to the facilities and requirements of the securities settlement
system) or through any agent for on behalf of the Company and without prejudice to
the generality of the foregoing, the making of a payment in accordance with the
facilities and requirements, or through such designated agent, shall be a good
discharge to the Company;
(d)where any class of Shares in the capital of the Company is held through a securities
settlement system and the Company is entitled under any provisions of the Acts, or
the rules made and practices instituted by the central securities depository or under
these Articles, to dispose of, forfeit, enforce a lien or sell or otherwise procure the
sale of any such Shares, such entitlement (to the extent permitted by the Acts and the
rules made and practices instituted by the central securities depository):
(i)shall include the right to require the central securities depository of such
securities settlement system to take such steps as may be necessary to sell or
transfer such Shares and/or to appoint any person to take such other steps in
the name of the central securities depository (or its nominees(s)) as may be
required to effect a transfer of such Shares and such steps shall be as effective
as if they had been taken by the central securities depository (or its
nominee(s)); and
(ii)shall be treated as applying only to such Shares held by the central securities
depository or its nominee(s) and not to any other Shares held by the central
securities depository or its nominee(s).
LIEN
18.The Company shall have a 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 Company shall also have a first and paramount lien on all
shares (other than fully paid shares) standing registered in the name of a single person for all
moneys immediately payable by him or his estate to the Company; but the Directors may at
any time declare any share to be wholly or in part exempt from the provisions of this
regulation. The Company's lien on a share shall extend to all dividends payable thereon.
19.The Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists
is immediately payable, nor until the expiration of fourteen days after a notice in writing,
stating and demanding payment of such part of the amount in respect of which the lien exists
as is immediately payable, has been given to the registered holder for the time being of the
share, or the person entitled thereto by reason of his death or bankruptcy.
20.To give effect to any such sale, the Directors may authorise some person to transfer the shares
sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares
comprised in any such transfer, and he shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in
the proceedings in reference to the sale.
21.The net proceeds of sale (after payment of all costs) shall be applied in payment of such part
of the amounts in respect of which the lien exists as is immediately payable and the residue, if
25
any, shall, (subject to a like lien for sums not immediately payable as existing upon the shares
before the sale) be paid to the person entitled to the shares at the date of sale upon surrender
(at the option of the Directors) to the Company of a statement issued by the Registrar
confirming their holding of the shares sold.
CALLS ON SHARES
22.The Directors may from time to time make calls upon the members in respect of any moneys
unpaid on their shares (whether on account of the nominal value of the shares or by way of
premium) and not by the conditions of allotment thereof made payable at fixed times,
provided that no call shall be payable at less than one month from the date fixed for the
payment of the last preceding call, and each member shall (subject to receiving at least
fourteen days’ notice specifying the time or times and place of payment) pay to the Company
at the time or times and place so specified the amount called on his shares. A call may be
revoked or postponed as the Directors may determine.
23.A call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed and may be required to be paid by instalments.
24.The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
25.If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate not exceeding five
per cent. (5%) per annum, as the Directors may determine, but the Directors shall be at liberty
to waive payment of such interest wholly or in part.
26.Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed
date, whether on account of the nominal value of the share or by way of premium shall, for
the purpose of these Articles, be deemed to be a call duly made and payable on the date on
which, by terms of issue, the same becomes payable, and in case of non-payment of interest
all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture
or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and
notified.
27.The Directors may, on the issue of shares, differentiate between the holders as to the amount
of calls to be paid and the times of payment.
28.The Directors may, if they think fit, receive from any member willing to advance the same, all
or part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any
of the moneys so advanced may (until the same would, but for such advance, become
payable) pay interest at such rate as may be agreed upon between the Directors and the
member paying such sum in advance.
TRANSFER OF SHARES
29.(a)The instrument of transfer of any shares shall be executed by or on behalf of the
transferor, and (in case of a share not fully paid) also by or on behalf of the transferee, and the
transferor shall be deemed to remain the holder of the share until the name of the transferee is
entered in the Register in respect thereof.
(b)In the case of the death of an owner of a share, the survivor or survivors where the
deceased was a joint owner of the share, and the personal representatives of the deceased
where he or she was a sole holder, shall be the only persons recognised by the Company as
the persons entitled to exercise any rights in respect of that share
26
provided that they or the deceased owner have satisfied the requirements in Article 13 or
Article 35 with respect to that share.
(c)The instrument of transfer of any share may be executed for and on behalf of the
transferor by the Secretary or any other party designated by the Board for such purpose, and
the Secretary or any other party designated by the Board for such purpose shall be deemed to
have been irrevocably appointed agent for the transferor of such share or shares with full
power to execute, complete and deliver in the name of and on behalf of the transferor of such
share or shares all such transfers of shares held by the members in the capital of the Company.
Any document which records the name of the transferor, the name of the transferee, the class
and number of shares agreed to be transferred, the date of agreement to transfer shares and the
price per share, shall, once executed by the transferor or the Secretary or any other party
designated by the Board for such purpose as agent for the transferor, be deemed to be a proper
instrument of transfer for the purposes of the Act. The transferor shall be deemed to remain
the member holding the share until the name of the transferee is entered on the Register in
respect thereof, and neither the title of the transferee nor the title of the transferor shall be
affected by any irregularity or invalidity in the proceedings in reference to the sale should the
Directors so determine.
30.Subject to the restrictions of these Articles and other applicable law, and to such of the
conditions of issue as may be applicable, the shares of any member may be transferred by
instrument in writing in any usual or common form or any other form which the Directors
may approve. The Directors may also permit title to any shares in the Company to be
transferred without a written instrument where permitted by the Acts subject to compliance
with the requirements imposed under the relevant provisions of the Acts and any additional
requirements which the Directors may approve.
31.The Directors may, in their absolute discretion and without giving any reason, decline to
register the transfer of, or renunciation of a renounceable letter of allotment, of a share (not
being a fully paid share) to a person of whom they do not approve, and they may also decline
to register the transfer of a share on which the company has a lien and shall not be bound to
give any reason for such refusal, provided that the Directors shall not refuse to register any
transfer or renunciation of partly paid shares which are listed or dealt in on any Approved
Market on the grounds that they are partly paid shares in circumstances where such refusal
would prevent dealings in such shares from taking place on an open and proper basis.
32.The Directors may also decline to recognise any instrument of transfer, or renunciation of a
renounceable letter of allotment, of any share unless:
(a)it (being a transfer or renunciation which is not effected in a manner permitted by
Article 34(a)) is accompanied by such evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer or renunciation;
(b)it is in respect of one class of share only; and
(c)the instrument of transfer is duly stamped if required and it is lodged at the Office or
any other place as the Board may from time to time specify for the purposes,
accompanied by such evidence as the Board may reasonably require to show the right
of the transferor to make the transfer.
33.If the Directors refuse to register a transfer they shall send, within two months after the date
on which the transfer was lodged with the Company, to the transferee notice of the refusal.
34.(a)All instruments of transfer shall upon their being lodged with the Company remain
the property of the Company and the Company shall be entitled to dispose of same as it so
27
desires but any instrument of transfer which the Directors refuse to register shall be returned
to the person lodging it when notice of the refusal is given.
(b)Notwithstanding the provisions of these Articles the Directors shall be entitled to
disapply all or part of the provisions of these Articles so that title to securities (as defined in
Section 1086 of the Act) may be evidenced and transferred without a written instrument in
accordance with the requirements of the Act. The Directors shall have the power to permit
any class of shares to be held in a securities settlement system and to implement any
arrangements they think fit for such evidencing and transfer which accord with the Act and in
particular shall, where appropriate, be entitled to disapply or modify all or part of the
provisions in these Articles with respect to the requirement for written instruments of transfer
and share certificates, in order to give effect the Act.
(c)The Company, at its absolute discretion and insofar as the Acts or any other
applicable law permits, may, or may procure that a subsidiary of the Company shall, pay Irish
stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the
Company. If stamp duty resulting from the transfer of shares in the Company which would
otherwise be payable by the transferee is paid by the Company or any subsidiary of the
Company on behalf of the transferee, then in those circumstances, the Company shall, on its
behalf or on behalf of its subsidiary (as the case may be), be entitled to:
(i)seek reimbursement of the stamp duty from the transferee;
(ii)set off the stamp duty against any dividends payable to the transferee of those
shares; and
(iii)to the extent permitted by Section 1042 of the Act, claim a first and
paramount lien on the shares on which stamp duty has been paid by the
Company or its subsidiaries for the amount of stamp duty paid. The
Company’s lien shall extend to all dividends paid on those shares.
TRANSMISSION OF SHARES
35.In the case of the death of a member, the survivor or survivors where the deceased was a joint
holder, and the personal representatives of the deceased where he was a sole holder, shall be
the only person recognised by the Company as having any title to his interest in the shares;
but nothing herein contained shall release the estate of a deceased joint holder from any
liability in respect of any share which had been jointly held by him with other persons.
36.Any person becoming entitled to a share in consequence of the death or bankruptcy of a
member may, upon such evidence being produced as may from time to time properly be
required by the Directors and subject as hereinafter provided, elect either to be registered
himself as 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 decline or
suspend registration as they would have had in the case of a transfer of the share by that
member before his death or bankruptcy, as the case may be.
37.If a person so becoming entitled elects 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 elects to have
another person registered, he shall testify his election by executing to that person a transfer of
the share.
38.All the limitations, restrictions and provisions of these regulations relating to the right to
transfer and registration of transfers of shares shall be applicable to any such notice or transfer
as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or
transfer were a transfer signed by that member.
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39.A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall
be entitled to the same dividends and other advantages to which he would be entitled if he
were the registered holder of the share, except that he shall not, before being registered as a
member in respect of the share, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company, so however, that the Directors may at
any time give notice requiring any such person to elect either to be registered himself or to
transfer the share, and if the notice is not complied with within ninety days the Directors may
thereupon withhold payment of all dividends, bonuses, or other moneys payable in respect of
the share until the requirements of the notice have been complied with.
FORFEITURE OF SHARES
40.If a member or person entitled by transmission fails to pay any call or instalment of a call on
the day appointed for payment thereof, the Directors may, at any time thereafter during such
time as any part of the call or instalment remains unpaid, serve a notice on him requiring
payment of so much of the call or instalment as is unpaid together with any interest which
may have accrued and all expenses incurred by the Company by reason of such non-payment.
41.The notice shall name a further day (not earlier than the expiration of fourteen days from the
date of service of the notice) on or before which the payment required by the notice is to be
made, and shall state that in the event of non-payment at or before the time appointed the
shares in respect of which the call was made will be liable to be forfeited.
42.If the requirements of any such notice as aforesaid are not complied with, any share in respect
of which the notice has been given may at any time thereafter, before the payment required by
the notice has been made, be forfeited by a resolution of the Directors to that effect.
43.A forfeited share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Directors think fit.
44.A person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but shall notwithstanding remain liable to pay to the Company all moneys
which, at the date of forfeiture, were payable by him to the Company in respect of the shares,
but his liability shall cease if and when the Company shall have received payment in full of
all such moneys in respect of the shares.
45.The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in
and all claims and demands against the Company in respect of the share and all other rights
and liabilities incidental to the share and between the member whose share is forfeited and the
Company, except only such of those rights and liabilities as are by these Articles expressly
saved, or as are by the Statutes given or imposed in the case of past members.
46.A statutory declaration that the declarant is a Director or the Secretary of the Company, and
that a share in the Company has been duly forfeited on a date stated in the declaration, shall
be conclusive evidence of the facts therein stated as against all persons claiming to be entitled
to the share. The Company may receive the consideration, if any, given for the share on any
sale or disposition thereof, and may execute a transfer of the share in favour of the person to
whom the share is sold or disposed of and he shall thereupon be registered as the holder of the
share, and shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.
47.The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any
sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on
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account of the nominal value of the share or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
CONVERSION OF SHARES INTO STOCK
48.The Company may by Ordinary Resolution convert any paid up shares into stock, and re-
convert any stock into paid up shares of any denomination.
49.The holders of stock may transfer the same, or any part thereof in the same manner, and
subject to the same regulations as and subject to which the shares from which the stock arose
might previously to conversion have been transferred, or as near thereto as circumstances
admit; and the Directors may from time to time fix the minimum amount of stock transferable
but so that such minimum shall not exceed the nominal amount of the shares from which the
stock arises.
50.The holders of stock shall, according to the amount of stock held by them, have the same
rights, privileges and advantages in relation to dividends, voting at meetings of the Company
and other matters as if they held the shares from which the stock arose, but no such right,
privilege or advantage (except participation in the dividends and profits of the Company and
in the assets on winding up) shall be conferred by an amount of stock which would not if
existing in shares, have conferred that right, privilege or advantage.
51.Such of the Articles of the Company as are applicable to paid up shares shall apply to stock
and the words “share” and “shareholder” therein shall include “stock” and “stockholder”.
ALTERATION OF CAPITAL
52.(a)The Company may from time to time by Ordinary Resolution increase the share
capital by such sum to be divided into shares of such amount, as the resolution shall prescribe.
(b)Subject to the provisions of the Acts the new shares shall be issued upon such terms
and conditions and with such rights and privileges annexed thereto as the general meeting
resolving upon the creation thereof shall direct, or if no such direction be given, as the
Directors shall determine.
(c)Except so far as otherwise provided by the conditions of issue or by these Articles,
any capital raised by the creation of new shares shall be considered part of the original
Ordinary Share Capital and shall be subject to the provisions herein contained with reference
to the payment of calls and instalments, transfer and transmission, forfeiture, lien and
otherwise.
53.The Company 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)subdivide its existing shares, or any of them, into shares of smaller amount than is
fixed by the Memorandum of Association subject nevertheless to Section 83(1)(b) of
the Act;
(c)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.
54.The Company may by Special Resolution reduce its share capital, any capital redemption
reserve fund, any share premium account or any undenominated capital in any manner and
with and subject to any incident authorised, and consent required, by law.
55.Subject to the provisions of these Articles, whenever as a result of a consolidation of shares
any members would become entitled to fractions of a share, the Directors may, on behalf of
those
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members, sell the shares representing the fractions for the best price reasonably obtainable to
any person and distribute the proceeds of sale in due proportion among those members and
the Directors may authorise some person to execute an instrument of transfer of the shares to
or in accordance with the directions of the purchaser except that if the proceeds for a member
do not exceed the higher of €7.00 or £5.00 pounds sterling, the proceeds may be retained for
the Company’s benefit. The transferee shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any irregularity in or invalidity
of the proceedings in reference to the sale.
GENERAL MEETINGS
56.Subject to the provisions of the Acts, any general meeting may be held outside the State.
57.The Company shall in each year hold a general meeting as its Annual General Meeting in
addition to any other meeting in that year, and shall specify the meeting as such in the notices
calling it; and not more than fifteen months shall elapse between the date of one Annual
General Meeting of the Company and that of the next. The Annual General Meeting shall be
held at such time and place(s) as the Directors shall appoint and, subject to the provisions of
the Acts, be facilitated by such technological means as the Board may from time to time
approve.
58.All general meetings other than Annual General Meetings shall be called Extraordinary
General Meetings.
59.(a)The Directors may, whenever they think fit, convene an Extraordinary General
Meeting.
(b)The Directors shall also convene an Extraordinary General Meeting on such
requisition as is provided by Section 178 of the Act and, in default, the meeting may be
convened by such requisitionists as provided by such sections.
(c)If at any time there are not sufficient Directors capable of acting to form a quorum
any Director or, where permitted by Section 178 of the Act, any two members of the
Company may convene an Extraordinary General Meeting in the same manner as nearly as
possible as that in which meetings may be convened by the Directors.
NOTICE OF GENERAL MEETINGS
60.(a)Subject to the provisions of the Acts allowing a general meeting to be called by
longer or shorter notice, an Annual General Meeting and an Extraordinary General Meeting
called for the passing of a Special Resolution shall be called by not more than sixty Clear
Days’ notice and not less than twenty-one Clear Days’ notice and any other Extraordinary
General Meeting shall also be called by at least twenty-one Clear Days’ notice except that it
may be called by fourteen Clear Days’ notice where:
(i)all shareholders, who hold shares that carry rights to vote at the meeting, are
permitted to vote by electronic means either before or at the meeting; and
(ii)a special resolution reducing the period of notice to fourteen Clear Days’ has
been passed at the immediately preceding Annual General Meeting, or at a
general meeting held since that meeting.
The notice shall specify the time and place(s) of the meeting and the general nature of
the business to be transacted. It shall also give particulars of any Directors who are to
retire at the meeting and of any persons who are recommended by the Directors for
appointment or re-appointment as Directors at the meeting, or in respect of whom
notice has been duly given to the Company of the intention to propose them for
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appointment or re-appointment as Directors at the meeting in accordance with the
requirements of these Articles. Subject to any restrictions imposed on any shares, the
notice shall be given to all the members, to all persons entitled to a share by reason of
the death or bankruptcy of a member and to the Directors and the Auditors.
(b)The accidental omission to give notice of a meeting to, or the non-receipt of notice of
a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the
meeting.
(c)Any member present either in person or by proxy at any meeting of the Company or
the holders of any class of shares in the Company shall be deemed to have received notice of
the meeting and, where requisite, of the purposes for which it was called.
PROCEEDINGS AT GENERAL MEETINGS
61.(a)All business that is transacted at an Extraordinary General Meeting shall be deemed
special and all business that is transacted at an Annual General Meeting shall also be deemed
special with the exception of a declaration of a dividend, the consideration of the Company’s
statutory financial statements and report of the Directors and the report of the Auditors on
those statements, the review by the members of the Company’s affairs, the election and re-
election of Directors, subject to Sections 380 and 382 to 385 of the Act, the appointment or
re-appointment of the Auditors, the fixing of the remuneration of the Auditors and the passing
of Resolutions pursuant to Articles 8A, 8B, 11(d) and 11(e).
(b)In the case of an Extraordinary General Meeting convened by the Board of Directors
otherwise than on requisition by the members pursuant to Section 178 of the Act, a member
may request to table a draft resolution provided that the text of the resolution shall have been
received by the Company in accordance with Article 108.
62.No business other than the appointment of a chair shall be transacted at any General Meeting
unless a quorum of members (whether present in person or by proxy) is present at the time
when the meeting proceeds to business; save as herein otherwise provided two (2) members
present in person and entitled to vote shall be a quorum.
63.The Directors may make any arrangements and impose any restrictions they consider
appropriate and reasonable in the circumstances to ensure the safety and security at a meeting.
The Chair is entitled to refuse entry to a meeting to a person who refuses to comply with these
arrangements or restrictions.
64.If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of 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(s) or to
such other day and at such other time and place(s) as the Directors may determine, and if at
the adjourned meeting a quorum is not present within half an hour from the time appointed for
the meeting, a proxy appointed by a central securities depository entitled to be counted in a
quorum present at the meeting shall be a quorum.
65.The Chair, if any, of the Board of Directors, or in his absence the Deputy Chair, if any, shall
preside as Chair at every general meeting of the Company, or if there is no such Chair or
Deputy Chair or if he is not present within fifteen minutes after the time appointed for the
holding of the meeting, or is unwilling to act, the Directors present shall elect one of their
number to be Chair of the meeting.
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66.If at any meeting no Director is willing to act as Chair or if no Director is present within
fifteen minutes after the time appointed for holding the meeting, the members present
(whether in person or by proxy) shall choose one of their number to be Chair of the meeting.
67.The Chair 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 but no
business shall be transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place. The Chair of a general meeting may
interrupt or adjourn such meeting without the consent of the meeting where he decides it is
necessary to do so in order to: (a) secure the proper and orderly conduct of the meeting;
(b) allow people entitled to do so a reasonable opportunity of speaking and voting at the
meeting or (c) ensure that the business of the meeting is properly disposed of. When a
meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned meeting.
68.At any general meeting a resolution put to the vote of the meeting shall be decided by poll.
69.A poll shall be taken in such a manner as the Chair directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was taken.
70.On a poll taken at a meeting of the Company, or at a meeting of any class of shareholders of
the Company, a shareholder, whether present in person or by proxy, entitled to more than one
vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
71.Subject to such requirements and restrictions as the Directors may specify, the Company may
permit shareholders to vote by correspondence in advance of a general meeting in respect of
one or more of the resolutions proposed at a meeting. Where the Company permits
shareholders to vote by correspondence, such votes shall only be counted where they are
received at the Address and before the date and time specified by the Company, provided the
date and time is no more than twenty-four hours before the time at which the vote is to be
concluded.
72.Subject to such requirements and restrictions as the Directors may specify, the Company may
permit shareholders who are not physically present at a meeting to vote by electronic means at
the general meeting in respect of one or more of the resolutions proposed at the meeting.
VOTES OF MEMBERS
73.(a)In order to exercise their right to participate and vote at general meetings, a person
must be entered on the Register by the Record Date for a General Meeting specified in respect
of such general meeting and any change to an entry on the Register after the Record Date for
a General Meeting shall be disregarded in determining the right of any person to attend and
vote at such general meeting. The Directors may from time to time fix a Record Date for the
purposes of determining the rights of members to notice of and/or to vote at any general
meeting of the Company. The Record Date shall not precede the date upon which the
resolution fixing the Record Date is adopted by the Directors, and the Record Date shall be
not more than sixty nor less than ten days before the date of such meeting. Unless the
Directors determine otherwise, a determination of members of record entitled to notice of or
to vote at a meeting of members shall apply to any adjournment or postponement of the
meeting.
(b)Subject to any special rights or restrictions as to voting upon which any shares may
be issued, or may for the time being be held, and subject to the provisions of Article 14, on a
poll every member shall have one vote for each share of which he is a holder.
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74.Where there are joint holders, the vote of the senior who tenders the vote whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for the
purpose, seniority shall be determined by the order in which the names stand in the register.
75.A member of unsound mind, or in respect of whom an Order has been made by any Court
having jurisdiction in such matters, may vote on a poll by his committee, receiver, guardian or
other person appointed by that Court, and any such committee, receiver, guardian or other
person may vote by proxy on a poll.
76.No member shall be entitled to vote at any general meeting unless all calls or other sums
immediately payable by him in respect of shares in the Company have been paid.
77.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
time shall be referred to the Chair of the meeting whose decision shall be final and
conclusive.
78.Every member entitled to attend and vote at a general meeting may appoint a proxy or
(subject to the following provisions) proxies to attend, speak and vote on his behalf provided
that, where a shareholder appoints more than one proxy in relation to a general meeting, each
proxy must be appointed to exercise the rights attached to a different share or shares held by
him.
79.A proxy shall have the right to exercise all or any of the rights of his appointor, or (where
more than one proxy is appointed) all or any of the rights attached to the shares in respect of
which he is appointed as the proxy to attend, and to speak and vote, at a general meeting of
the Company. Unless his appointment provides otherwise, a proxy may vote or abstain at his
discretion on any resolution put to the vote.
80.The appointment of a proxy shall be in writing in any usual form or in any other form which
the Directors may approve and shall be executed by or on behalf of the appointor. The
signature on such appointment need not be witnessed. A body corporate may execute a form
of proxy under its Common Seal or under the hand of a duly authorised officer thereof or in
such other manner as the Directors may approve. A proxy need not be a member. The
appointment of a proxy in electronic form shall only be effective in such manner as the
Directors may approve.
81.Where the appointment of a proxy and the power of attorney or other authority, if any, under
which it is signed, or a certified copy of that power or authority or any other proof or
confirmation of that power or authority acceptable to the Directors is to be received by the
Company:
(i)in physical form, it shall be deposited at the Office or at such other place or
places (if any) as is specified for that purpose in, or by way of note to, the
notice convening the meeting,
(ii)in electronic form, it may be so received where an Address has been specified
by the Company for the purpose of receiving electronic communications:
(A)in the notice convening the meeting; or
(B)in any appointment of proxy sent out by the Company in relation to
the meeting; or
(C)in any invitation contained in an electronic communication to appoint
a proxy issued by the Company in relation to the meeting;
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provided that it is so received by the Company not later than the latest time approved
by the Directors (subject to the requirements of the Acts), and, in default, the
appointment of the proxy shall not be treated as valid PROVIDED THAT:
(a)in the case of a meeting which is adjourned to a date which is less than seven days
after the date of the meeting which was adjourned, it shall be sufficient if the
appointment of the proxy and any other authority and certification thereof as
aforesaid is so received by the Company at the commencement of the adjourned
meeting or the taking of the poll; and
(b)an appointment of a proxy relating to more than one meeting (including any
adjournment thereof) having once been so received for the purposes of any meeting
shall not require to be delivered, deposited or received again for the purposes of any
subsequent meeting to which it relates; and
(c)where any class of shares in the capital of the Company is held through a securities
settlement system, the Directors may determine that it shall be sufficient if the
appointment of a proxy and any such authority and certification thereof as aforesaid is
received by the Company at such Address and in such manner and time as may be
specified by the Directors not being later than the commencement of the meeting,
adjourned meeting or (as the case may be) of the taking of the poll.
81B.Without limiting the foregoing, in relation to any shares which are deposited in a central
securities depository, the Directors may from time to time:
(a)permit appointments of a proxy to be made by means of an electronic communication
(including a properly authenticated dematerialised instruction, and/or other
instruction or notification, which is sent by means of the relevant securities settlement
system concerned and received by such central securities depository in such form and
subject to such terms and conditions as may from time to time be prescribed by the
Directors (subject always to the facilities and requirements of the relevant securities
settlement system concerned) and may in a similar manner permit supplements to, or
amendments or revocations of, any such proxy instruction to be made by like means.
The Directors may in addition prescribe the method of determining the time at which
any such properly authenticated dematerialised instruction (and/or other instruction or
notification) is to be treated as received by the Company or such central securities
depository. The Directors may treat any such proxy instruction which purports to be
or is expressed to be sent on behalf of a holder of a share as sufficient evidence of the
authority of the person sending that instruction to send it on behalf of that holder;
(b)agree with the central securities depository for such other proxy arrangements to
operate, including an arrangement where the Chair of all meetings of shareholders
shall, unless otherwise directed, be the proxy for all shareholder meetings in respect
of all shares deposited in such central securities depository on the basis that such
Chair shall only vote as proxy in accordance with such instructions as the central
securities depository may give; and
(c)agree with the central securities depository that where shares have been deposited in
another central securities depository that proxy instructions may be given via the
systems of that other central securities depository to the exclusion of the first central
securities depository.
82.Receipt by the Company of an appointment of a proxy in respect of a meeting shall not
preclude a member from attending and voting at the meeting or at any adjournment thereof.
However, if he votes in person on a resolution, then as regards that resolution his appointment
of a proxy will not be valid.
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83.A vote given in accordance with the terms of an appointment of a proxy or a resolution
authorising a representative to act on behalf of a body corporate shall be valid
notwithstanding the previous death, insanity or winding up of the principal or revocation of
the proxy or of the authority under which the proxy or authority was executed or the transfer
of the share in respect of which the proxy or authority is given, provided that no intimation in
writing of such death, insanity, winding up, revocation, or transfer as aforesaid is received by
the Company at the Office, before the commencement of the meeting.
84.The Directors may send, at the expense of the Company, by post, electronic mail or
otherwise, to the members forms for the appointment of a proxy (with or without reply-paid
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.
The proxy form may make provision for three-way voting on all resolutions intended to be
proposed, other than resolutions which are merely procedural. 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, but the accidental omission to issue such invitations to, or the non-receipt of
such invitations by, any member shall not invalidate the proceedings at any such meeting.
BODIES CORPORATE ACTING BY
REPRESENTATIVES AT MEETINGS
85.(a)Any body corporate which is a member of the Company or a proxy appointed to act
on behalf of a member of the Company may authorise such person or persons as it thinks fit to
act as its representative or representatives at any meeting of the Company or of any class of
members of the Company, and any person so authorised shall be entitled to exercise the same
powers on behalf of the body corporate which he represents as that body corporate could
exercise if it were a member of the Company (or a proxy appointed to act on behalf of a
member of the Company, as applicable) or where of the rights attached to the shares in
respect of which he is so authorised. Where a member or a proxy appoints more than one
representative in relation to a general meeting, each representative must be appointed to
exercise the rights attached to a different share or shares held by the member or in respect of
which the proxy has been appointed.
(b)Any body corporate which is an owner of a share may by resolution of its directors or
other governing body authorise such person or persons as it thinks fit to act as its
representative or representatives 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 body corporate which he represents as that body corporate could exercise in
accordance with Article 85(a).
DIRECTORS
86.(a)Until otherwise determined by a General Meeting by Special Resolution the number
of Directors shall be not less than three nor more than fifteen, provided that the exact number
of Directors shall be fixed from time to time by the Board of Directors, at its sole discretion,
by a resolution of the Directors passed in accordance with these Articles.
(b)The persons who are Directors of the Company at the date of the adoption of these
Articles as the Articles of Association of the Company shall continue to be the Directors
thereof subject to these Articles.
87.The qualification of a Director shall be the holding alone and not jointly with any other person
of 1,000 Ordinary Shares in the capital of the Company and Ordinary Shares shall also be
36
deemed to be held by a Director for the purposes of this Article, where the Director holds an
interest in such Ordinary Shares through a central securities depository. A Director may act
before acquiring his qualification but must acquire the same within two months (with such
time period to be extended if trading in the Company’s shares is prohibited at the relevant
time) after his appointment or election.
88.(a)The fees payable to the Directors shall not exceed such amount as may be determined
by the Board of Directors from time to time. Such fees shall be deemed to accrue from day to
day.
(b)The Board may grant special remuneration to any of its number who being called
upon, shall render any special or extra services to the Company or go or reside abroad in
connection with the conduct of any of the affairs of the Company. Such special remuneration
may be made payable to such Director in addition to or in substitution for his fees as a
Director and may be made payable by a lump sum or by way of salary or by a percentage of
the profits or by any or all of those modes as the Board shall determine.
(c)The Directors shall also be entitled to be paid all travelling, hotel and other expenses
properly incurred by them in attending and returning from meetings of the Board or any
Committee of the Board or general meeting of the Company or in connection with the
business of the Company.
89.A Director of the Company may be or become a Director or other officer of, or otherwise
interested in, any company promoted by the Company or in which the Company may be
interested as shareholder or otherwise, and no such Director shall be accountable to the
Company for any remuneration or other benefits received by him as a Director or officer of,
or from his interest in, such other company unless the Company otherwise directs.
BORROWING POWERS
90.The Directors may exercise all powers of the Company to borrow money and to mortgage or
charge all or any part of the undertaking, property and assets (present and future) and uncalled
capital of the Company and to issue debentures and other securities whether outright or as
collateral security for any debt, liability or obligation of the Company or any subsidiary or of
any third party.
The Directors shall restrict the borrowings of the Company and exercise all rights exercisable
by the Company in relation to its subsidiaries so far as to secure (as regards subsidiaries so far
as by such exercise it can secure) that, save with the previous sanction of a Special
Resolution, no money shall be borrowed if the aggregate principal amount of the indebtedness
for borrowed money (as hereinafter defined) of the Company and its subsidiaries less the
principal amount of the cash balances of the Company and its subsidiaries in hand or with
Banks (both calculated on a consolidated basis) exceeds an amount equal to twice the
aggregate of:
(a)the amount of capital of the Company for the time being issued, paid up, or credited
as paid up and the amount for the time being of the share premium account (as
defined in Section 71 of the Act); and
(b)the amount standing to the credit of retained income, foreign currency translation
reserve and other reserves, capital grants, deferred taxation and minority
shareholders’ interest, less the amount of any repayable Government grants, all as
shown in the then latest audited consolidated financial statements of the Company;
less
37
(c)the aggregate amount for the time being of treasury shares and own shares held by the
Company (such terms as used in the latest audited consolidated financial statements
of the Company).
For the purpose of the above, indebtedness for borrowed money shall mean any obligation
(whether incurred as principal or surety and whether present or future, actual or contingent)
for the payment of:
(a)monies borrowed, and
(b)monies raised pursuant to any acceptance credit, any discounted bills of exchange
receivable, any guarantee of monies borrowed or raised by others, any amounts due in
relation to any hire purchase, leasing or deferred credit agreements (excluding finance
charges thereon) entered into in respect of machinery or equipment, any note
purchase facility or any issue of notes, bonds, debentures or other debt instruments,
but excluding normal trade creditors.
No debt incurred or security given in respect of indebtedness for borrowed money or to be
taken into account as indebtedness for borrowed money in excess of the aforesaid limit shall
be invalid or ineffectual except in the case of express notice to the lender or the recipient of
the security at the time when the debt was incurred or security given that the limit hereby
imposed had been or was thereby exceeded but no lender or other person dealing with the
Company shall be concerned to see or enquire whether such limit is observed.
POWERS AND DUTIES OF DIRECTORS
91.The business of the Company shall be managed by the Directors, who may exercise all such
powers of the Company as are not, by the Act or by these Articles, required to be exercised by
the Company in general meeting, subject nevertheless to any of these Articles, to the
provisions of the Act and to such directions, being not inconsistent with the aforesaid Articles
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.
92.The Directors may from time to time and at any time by power of attorney appoint any
company, firm or person or body of persons whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretions (not exceeding those vested in or exercisable by the
Directors under these Articles) and for such period and subject to such conditions as they may
think fit, and any such power of attorney may contain such provisions for the protection of
persons dealing with any such attorney as the Directors may think fit, and may also authorise
any such attorney to delegate all or any of the powers, authorities and discretions vested in
him.
93.The Company may exercise the powers conferred by Section 44 of the Act with regard to
having an official seal for use abroad, and such powers shall be vested in the Directors.
94.A Director who is in any way, whether directly or indirectly, interested in a contract or
proposed contract with the Company shall declare the nature of his interest at a meeting of the
Directors in accordance with Section 231 of the Act.
95.(a)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 any material interest otherwise
than by virtue of his interests in shares or debentures or other securities of or otherwise in or
through the Company. A Director shall not be counted in the quorum at a meeting in relation
to any resolution on which he is debarred from voting.
38
(b)A Director shall (in the absence of some other material interest than is indicated
below) be entitled to vote (and be counted in the quorum) in respect of any resolution
concerning any of the following matters, namely:
(i)The giving of any security or indemnity to him in respect of money lent or
obligations incurred by him at the request of or for the benefit of the
Company or any of its subsidiaries.
(ii)The giving of any security or indemnity to a third party in respect of a debt or
obligation of the Company or any of its subsidiaries for which he himself has
assumed responsibility in whole or in part under a guarantee or indemnity or
by the giving of security.
(iii)Any proposal concerning an offer of shares or debentures or other securities
of or by the Company or any of its subsidiaries for subscription or purchase
in which offer he is or is to be interested as a participant in the underwriting
or sub-underwriting thereof.
(iv)Any proposal concerning any other company in which he is interested,
directly or indirectly and whether as an officer or shareholder or otherwise
howsoever, provided that he is not the holder of or beneficially interested in
one per cent. (1%) or more of any class of equity share capital of such
company (or third company through which his interest is derived) or of the
voting rights available to members of the relevant company (any such interest
being deemed for the purpose of this Article to be a material interest in all
circumstances).
(v)Any proposal concerning the adoption, modification or operation of a
superannuation fund or retirement benefits scheme under which he may
benefit and which has been approved by or is subject to and conditional upon
approval by the Revenue Commissioners for taxation purposes.
(c)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 voluntary agreeing to abstain from voting, such question shall be referred to the
Chair of the meeting and his ruling to any other Director shall be final and conclusive
except in a case where the nature or extent of the interests of the Director concerned
have not been fairly disclosed.
(d)Nothing in Section 228 of the Act shall restrict a Director from entering into any
commitment which has been approved by the Board or has been approved pursuant to
such authority as may be delegated by the Board in accordance with these Articles. It
shall be the duty of each Director to obtain the prior approval of the Board, before
entering into any commitment permitted by Section 228 of the Act.
(e)The Company may by Ordinary Resolution suspend or relax the provision of this
Article to any extent or ratify any transaction not duly authorised by reason of a
contravention of this Article.
96.A Director may hold any other office or place of profit under the Company (other than the
office of Auditor) in conjunction with his office of Director for such period and on such terms
as to remuneration and otherwise as the Directors may determine, and no Director or
intending Director shall be disqualified by his office from contracting with the Company
either with regard to tenure of any such other office or place of profit or a vendor, purchaser,
or otherwise, nor shall any such contract or any contract or arrangement entered into by or on
behalf of the Company in which any Director is in any way interested, be liable to be avoided,
nor shall any Director so contracting or being so interested be liable to account to the
Company for any profit
39
realised by any such contract or arrangement by reason of such Director holding that office or
of the fiduciary relationship thereby established.
97.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 (if not debarred from voting under the proviso to paragraph (b)(iv) of
Article 95) shall be entitled to vote (and be counted in the quorum) in respect of each
resolution except that concerning his own appointment.
98.Any Director may act by himself or his firm in a professional capacity for the Company, and
he or his firm shall be entitled to remuneration for professional service as if he were not a
Director; but nothing herein contained shall authorise a Director or his firm to act as Auditor
for the Company.
99.All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and
all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed, or
otherwise executed, as the case may be by such person or persons and in such manner as the
Directors shall from time to time by resolution determine.
100.The Directors shall cause minutes to be made in books provided for the purpose:
(a)of all appointments of officers made by the Directors;
(b)of the names of the Directors present at each meeting of the Directors and of any
committee of Directors;
(c)of all resolutions and proceedings at all meetings of the Company and of the Directors
and of committees of Directors.
101.The Directors shall have power to grant pensions, allowances, gratuities, and bonuses to
Directors, ex-Directors, officers, ex-officers, employees or ex-employees of the Company or
its predecessors in business or the relatives or dependants of such persons and to establish and
maintain or concur in establishing and maintaining Trusts, Funds, or Schemes (whether
contributory or non-contributory) with a view to providing pensions or other benefits for any
such persons as aforesaid, their relatives or dependants and to make payments towards
insurance for any such benefits.
102.Any Director may, with the approval of a majority of all the Directors, appoint any person to
be an Alternate Director, and such appointment shall have effect, and such appointee while he
holds office as an Alternate Director shall be entitled to notice of meetings of the Directors
and to attend and vote thereat as a Director when the Director appointing him is not
personally present and where he is a Director he shall have a separate vote on behalf of the
Director he is representing in addition to his own vote, but he shall ipso facto vacate office if
and when the appointer himself vacates office or removes the appointee from office. Every
appointment and removal under this Article shall be effected by notice in writing to the
Company under the hand of the Director making the same. Every such Alternate shall be an
officer of the Company and shall not be deemed to be the agent of the Director appointing
him. An Alternate Director shall not be entitled to be remunerated otherwise than out of the
remuneration of the Director appointing him, and the proportion of such remuneration shall be
agreed between them. An Alternate Director need not hold any share qualification and shall
not be taken into account in reckoning the minimum or maximum number of Directors
allowed for the time being but he shall be counted for the purpose of reckoning whether a
quorum is present at any meeting of the Directors attended by him at which he is entitled to
vote.
40
DISQUALIFICATION OF DIRECTORS
103.The office of a Director shall be vacated if the Director:
(a)ceases to be a Director by virtue of Section 136 of the Act; or
(b)is adjudged bankrupt in the State or Northern Ireland or Great Britain or in any other
country or makes an arrangement or composition with his creditors generally; or
(c)is restricted or disqualified to act as a Director under the provisions of Part 14 of the
Act; or
(d)becomes of unsound mind; or
(e)resigns his office by notice in writing to the Company; or
(f)is convicted of an indictable offence, unless the Directors otherwise determine; or
(g)is for more than six months absent without permission of the Directors from meetings
of the Directors held during that period, and they pass a resolution that he has by
reason of such absence vacated office; or
(h)if not less than five-sixths of the Directors of the Company for the time being sign a
request addressed to him that he resign; or
(i)is in full time employment of the Company, or of a subsidiary of the Company, on the
termination of such employment save where the Board at its discretion invites him to
remain as a non-Executive Director.
ROTATION OF DIRECTORS
104.At every Annual General Meeting, all of the Directors shall retire from office unless re-
elected by Ordinary Resolution at the Annual General Meeting in accordance with the
requirements of these Articles.
105.A Director retiring at a meeting shall retain office until the close or adjournment of the
meeting.
106.Every retiring Director shall be eligible to stand for re-election, if recommended by the Board
of Directors for re-election.
107.If, at any General Meeting, the number of Directors is reduced below the minimum number
prescribed pursuant to Article 86(a) (the “Minimum Threshold”) due to the failure of any
Director or Directors to be re-elected, then in those circumstances, the Director nominees
receiving the highest number of votes in favour of re-election shall be deemed re-elected only
to the extent required to ensure that the Minimum Threshold is satisfied. Where one or more
Directors are re-elected, then those re-elected Directors shall hold office until the next Annual
General Meeting while the Directors who have been deemed to be re-elected shall hold office
only to the extent required to meet the Minimum Threshold and only until such time as one or
more additional Directors have been appointed to replace them.
108.(a) Nominations of candidates for election as Directors or the proposal of other business
to be brought to a General Meeting may be made only: (i) pursuant to the Company’s notice
of meeting (or any supplement thereto); (ii) by or at the direction of the Board; or (iii) by any
member proposing nominations or other business to be brought before a General Meeting
who is a holder on the date of the giving of the notice provided for in this Article 108 and at
the time of the applicable General Meeting, and who is entitled to vote at such meeting.
Article 108(a)(iii) sets forth the exclusive means for a member
41
to nominate candidates for election as Directors at a General Meeting or to propose other
business to be considered at a General Meeting (other than matters properly brought under
Rule 14a-8 under the Exchange Act). No member may nominate candidates for election as
Directors or propose other business except in respect of an Annual General Meeting as
permitted by this Article 108 and the members agree that that the provisions of Article 108(c)
to (j) shall mutatis mutandis apply to any nominations of candidates for election as Directors
pursuant to Section 178 of the Act. The Board shall have the power to determine whether a
nomination or any other business proposed to be brought before a General Meeting was made
or proposed, as the case may be, in accordance with the procedures set forth in this Article
108 (including whether the Proposing Member or other Member Affiliate, if any, on whose
behalf the nomination is made or other business is being proposed solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies in support of such
Proposing Member’s nominee or other business in compliance with such member’s
representation as required by Section (c)(i)(K) of this Article 108). If any proposed
nomination or other business was not made or proposed in compliance with these Articles, the
Chair of the General Meeting shall have the power to declare to the meeting that any such
nomination or other business was not properly brought before the meeting in accordance with
the provisions of these Articles, and that such nomination or other business not properly
brought before the meeting shall be disregarded and/or shall not be transacted.
(b)Any matter proposed to be brought by a member must constitute a proper matter for
member action. A notice of a member to make a Director nomination or to propose any other
business to be considered at a General Meeting (each, a “Member Notice”) shall be made in
writing and received by the Secretary at the principal executive office of the Company: (i) in
the event of an Annual General Meeting, not earlier than the one hundred twentieth (120 th)
day and not later than the Close of Business on the ninetieth (90 th) day in advance of the
anniversary date of the immediately preceding Annual General Meeting; provided, however,
that in the event that the Annual General Meeting is called on a date that is not within thirty
(30) days before or after such anniversary date, the Member Notice must be received not later
than the Close of Business on the tenth (10 th) day following the day on which notice of the
date of such Annual General Meeting was mailed or public disclosure of the date of that
Annual General Meeting at which the proposal will be considered was made, whichever first
occurs; or (ii) in the event of any other General Meeting convened by the Board, the Member
Notice shall be so received not later than the Close of Business on the tenth (10 th) day
following the day on which notice of the meeting is first mailed to members or public
disclosure of the date of the Extraordinary General Meeting was made, whichever first occurs.
(c)Each Member Notice must set forth:
(i)In connection with a proposed Director nomination or the proposal of any
other business, as to the holder giving the Member Notice (the “Proposing
Member”):
(A)whether the Proposing Member is giving the notice on behalf of one
or more beneficial owners;
(B)the name and residential address of: (a) the Proposing Member; (b)
any beneficial owner on whose behalf the Proposing Member is
acting; and (c) any: (I) participant (as defined in paragraphs (a)(ii)-
(vi) of Instruction 3 to Item 4 of Schedule 14A under the Exchange
Act, or any successor instructions) with any such Proposing Member
in a solicitation of proxies in respect of any business or Director
42
nomination proposed by such Proposing Member; (II) affiliate or
associate (each, for the purposes of this Article 108, as defined in
Rule 12b-2 under the Exchange Act (or any successor provision)) of
such Proposing Member; and (III) any person who is a member of a
“group” (as such term is used in Rule 13d-5 under the Exchange Act
(or any successor provision)) with such Proposing Member (the
persons described in sub-paragraphs (b) and (c) are hereinafter
collectively referred to as “Member Affiliates”);
(C)the class and number of shares of the Company’s securities which are
owned beneficially and of record by the Proposing Member and each
Member Affiliate;
(D)a description of any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options,
warrants, share/stock appreciation or similar rights, hedging
transactions, and borrowed or loaned shares) that has been entered
into as of the date of the Member Notice by, or on behalf of, the
Proposing Member and such beneficial owners, the effect or intent of
which is to mitigate loss to, manage risk or benefit of share price
changes for, or increase or decrease the voting power of, the
Proposing Member or any Member Affiliate, with respect to any
securities of the Company (any such agreement, arrangement or
understanding entered into by or for the benefit of any person is
referred to herein as a “Derivative Instrument”) and whether and
the extent to which any Derivative Instruments is in place or has been
entered into within the prior six months preceding the date of
delivery of the Member Notice by or for the benefit of the Proposing
Member or any Member Affiliate, and if so, a summary of the
material terms thereof;
(E)a description of any proxy, agreement, arrangement, understanding or
relationship pursuant to which the Proposing Member (or any
Member Affiliate) has or shares a right to, directly or indirectly, vote
any shares of the Company’s securities;
(F)a description of any rights to dividends or other distributions on the
shares of any class of shares of the Company, directly or indirectly,
owned beneficially by the Proposing Member or any Member
Affiliates that are separated or separable from the underlying
securities of the Company;
(G)a representation that the Proposing Member is, and will at the time of
such General Meeting be, a holder of the Company’s shares entitled
to vote (indicating the class and number of shares owned) and intends
to appear in person or by proxy at the meeting to make the
nomination or to propose any other business specified in the Member
Notice;
(H)a description of all arrangements or understandings among the
Proposing Member, each Member Affiliate, and each proposed
nominee and any other person (naming such person) pursuant to
which each nomination or proposal of other business is to be made by
the Proposing Member;
(I)to the extent not prohibited under applicable law or regulations or
other applicable bona fide confidentiality obligation, with respect to
the Proposing Member and each Member Affiliate, a list of: (a)
litigation
43
filed against such person during the prior 10 years; (b) any criminal
proceedings (excluding traffic violations and other minor offenses)
naming such person as a subject during the prior 10 years; and (c)
investigations of such person by a governmental entity, including law
enforcement agencies, commenced within the prior 10 years;
(J)a representation as to whether the Proposing Member or the
beneficial owner, if any, intends or is part of a group (providing the
name and address of each participant (as defined in Item 4 of
Schedule 14A of the Exchange Act)) which intends: (a) to deliver
applicable proxy materials to holders of at least the percentage of the
Company’s issued share capital required to approve or adopt the
proposal or elect the proposed Director nominee; (b) otherwise to
solicit proxies from members in support of such proposal or
nomination; and/or (c) to solicit proxies in support of each proposed
Director nominee in accordance with Rule 14a-19 under the
Exchange Act;
(K)the names and addresses of any other members or beneficial owners
known to be financially or otherwise materially supporting such
nomination or proposal of other business by the Proposing Member
or the beneficial owner, if any, on whose behalf the Proposing
Member is acting;
(L)the representations and agreements referenced in Article 108(d) in the
form provided by the Company pursuant to Article 108(d) and signed
by the Proposing Member and any applicable Member Affiliates; and
(M)any other information relating to the Proposing Member, beneficial
owner, if any, any Member Affiliates or such nomination or proposal
of other business that would be required to be disclosed in a notice of
meeting, proxy statement or other filing required to be made in
connection with the solicitation of proxies in support of such
proposed Director nominee or other proposal pursuant to Section 14
of the Exchange Act.
(ii)In connection with a proposed Director nomination, as to each person whom
a Proposing Member proposes to nominate as a candidate for election as a
Director:
(A)the name, age, business address, and place of residence of the
proposed Director nominee;
(B)the class and number of shares and any other securities of the
Company which are, directly or indirectly, owned beneficially or of
record by the proposed Director nominee;
(C)a description of all direct and indirect compensation and other
material agreements, arrangements or understandings, and any other
material relationships, between the Proposing Member or any
Member Affiliate, on the one hand, and such proposed nominee, on
the other hand, in connection with the making of such nomination or
nominations, including, without limitation, all biographical and
related-party transactions and other information that would be
required to be disclosed pursuant to Regulation S-K if the Proposing
Member or any such Member Affiliate were the “registrant” for
purposes of
44
such rule and such nominee were a director or executive officer of
such registrant;
(D)whether and the extent to which any Derivative Instrument is in place
or has been entered into within the prior six months preceding the
date of delivery of the Member Notice by or for the benefit of the
proposed Director nominee, and if so, a summary of the material
terms thereof;
(E)such other information regarding each Director nominee proposed by
the Proposing Member as would have been required to be disclosed
in solicitations of proxies for election of directors, included in a
proxy statement filed pursuant to the proxy rules of the U.S.
Securities and Exchange Commission (the “SEC”) had each
proposed Director nominee been nominated by the Board, or is
otherwise required, in each case pursuant to Section 14 of the
Exchange Act (including Regulation 14A and Rule 14a-19 under the
Exchange Act), including such person’s written consent to being
named in the proxy statement as a proposed Director nominee and to
serving as a Director if elected;
(F)whether such proposed Director nominee is eligible for consideration
as an independent director under the relevant standards contemplated
by Item 407(a) of Regulation S-K adopted by the SEC (or the
corresponding provisions of any successor regulation) and the
relevant listing standards of any exchange where the Company’s
equity securities are listed;
(G)the completed questionnaire, representations and agreements
referenced in Article 108(d) in the form provided by the Company
pursuant to Article 108(d) and signed by the proposed Director
nominee; and
(H)any other information relating to such proposed Director nominee
that would be required to be disclosed in a proxy statement
(including a notice of meeting) or other filing required to be made in
connection with the solicitation of proxies in support of such
proposed Director nominee pursuant to Section 14 of the Exchange
Act.
(iii)In connection with any proposed business other than a Director nomination, a
description of the matter, the text of the proposed business (including the text
of any resolutions proposed for consideration), and the reasons for the
Proposing Member or the beneficial owner, if any, on whose behalf such
business is being proposed, to propose such business at the General Meeting.
(d)As a condition of any Director nominee being deemed validly nominated by a
member pursuant to Article 108(a)(iii), each such Director nominee must deliver (not later
than the deadlines prescribed for delivery of a Member Notice under Article 108(b)) to the
Secretary at the principal executive office of the Company: (i) a fully completed questionnaire
with respect to the background and qualifications of the proposed Director nominee; and (ii) a
fully completed set of representations and agreements that the proposed Director nominee, the
Proposing Member, and any other person on whose behalf the nomination is being made, as
applicable: (A) is not and will not become a party to: (a) without prior written disclosure to
the Secretary, any agreement, arrangement, or understanding with, and has not given any
commitment or assurance to, any person as to how such person (including the proposed
Director nominee if elected to the Board) will act, vote, or refrain from acting or voting on
any issue, question, or other matter (a “Voting Commitment”); or (b) any Voting
Commitment
45
that could limit or interfere with such person’s ability to comply with such person’s fiduciary
and other duties (including, in the case of the proposed Director nominee, if elected to the
Board) under applicable law; (B) without prior written disclosure to the Secretary, is not and
will not become a party to any agreement, arrangement, or understanding with any person
other than the Company with respect to any direct or indirect compensation, reimbursement,
or indemnification in connection with service, action, voting, or refraining from action or
voting as a Director; (C) has not violated, and would not violate, any applicable law by being
nominated or elected as a Director (in the case of the proposed Director nominee) or by
making the nomination (in the case of such other persons); (D) in the case of the proposed
Director nominee; (a) would be in compliance, if elected as a Director, and will comply, with
all applicable law, and all policies, standards, procedures, and guidelines of the Company
relating to corporate governance, conflicts of interest, corporate opportunity, confidentiality,
and stock ownership and trading that are applicable to Directors generally; (b) will comply
with the Company’s processes for evaluating any person being considered for nomination as a
Director, including an agreement to meet with current members of the Board, if and when
requested by those members, to discuss matters relating to the nomination and potential
service of the proposed Director nominee, including the information provided by the proposed
Director nominee in connection with his or her nomination; (c) if elected as a Director, the
proposed Director nominee intends to serve a full term; and (E) will provide facts, statements,
and other information in all communications with the Company and its members that are or
will be true and correct in all material respects and that do not and will not omit to state a
material fact, statement, or other information necessary in order to make such
communications, in light of the circumstances under which they were made, not misleading.
Prior to submitting a Member Notice, the Proposing Member must request in writing from the
Secretary the form of questionnaire and the representations and agreements described in this
Article 108(d), and the Secretary shall provide the form within five (5) Business Days of a
written request made by any member, identified by name, who is a holder at the time of such
request.
(e)Each applicable person (including the Proposing Member and any proposed Director
nominee) shall update the notice delivered and information previously provided to the
Company pursuant to this Article 108 and under any questionnaire or representations and
agreements, if necessary, so that the information provided or required to be provided in such
notice shall continue to be true and correct: (i) as of the Record Date for a General Meeting;
and (ii) as of the date that is ten (10) Business Days prior to the meeting (or any adjournment,
recess or postponement thereof), and such update shall be received by the Secretary by
electronic mail with confirmation of receipt or registered mail addressed to the Secretary at
the principal executive office of the Company not later than five (5) Business Days after the
Record Date for such General Meeting (in the case of an update required to be made as of the
Record Date) and not later than eight (8) Business Days prior to the date of such General
Meeting (in the case of an update required to be made as of the date that is ten (10) Business
Days prior to such General Meeting or any adjournment, recess or postponement thereof).
(f)The obligation of a Proposing Member, proposed Director nominee or other
applicable person to provide information or an update pursuant to this Article 108 and under
any questionnaire or representations and agreements, as applicable, shall not limit the
Company’s rights with respect to any deficiencies in any notice or information provided by
such person, extend any applicable deadlines under this Article 108 or enable or be deemed to
permit such person to amend or update any nomination or proposal, as applicable, or to
submit any new nomination or proposal, including by substituting or adding nominees or
proposals, as applicable. A Proposing Member may not, after the last day on which a notice
would be timely under this Article 108, cure in
46
any way any defect preventing the submission of a proposal or nomination of a proposed
Director nominee.
(g)The Company may also, as a condition of any Director nominee being deemed validly
nominated by a member pursuant to Article 108(a)(iii), require the Proposing Member, any
proposed Director nominee and any other person on whose behalf the nomination is being
made to deliver to the Secretary, within five (5) Business Days of such request such other
information as may be reasonably requested by the Company, including, without limitation:
(i) such person has agreed to furnish under the applicable member’s notice (including any
Member Notice), questionnaire or representations and agreements delivered to the Company
(including under any such person’s agreement to update information pursuant to any
representation and agreement); and (ii) that could (as determined by the Board or any
committee thereof) be required by the Company to determine whether the proposed Director
nominee would be: (A) considered “independent” as a member of the Board or meet the
requirements for membership on the Board or any committee thereof; or (B) material to a
reasonable member’s understanding of the qualifications and, fitness and/or independence, or
lack thereof, of any proposed Director nominee.
(h)Notwithstanding anything to the contrary in these Articles, unless otherwise required
by applicable law, if any member: (i) provides notice pursuant to Rule 14a-19(b) under the
Exchange Act with respect to any proposed Director nominee; and (ii) subsequently fails to
comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) (or fails to timely
provide reasonable evidence sufficient to satisfy the Company that such member has met the
requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with
the following sentence), then the nomination of each such proposed Director nominee shall be
disregarded, even if the Company has received proxies or votes in respect of such nomination
(which proxies and votes shall also be disregarded). If a member provides notice pursuant to
Rule 14a-19(b) or includes the information required by Rule 14a-19(b) in a preliminary or
definitive proxy statement (including a notice of meeting) previously filed by such member,
such member must provide in writing to the Secretary, no later than seven (7) Business Days
prior to the applicable meeting of members, a written certification (and upon request by the
Company, reasonable evidence) that such member has met the applicable requirements of
Rule 14a-19 under the Exchange Act.
(i)With respect to nominations or other business to be brought by a member before a
General Meeting, a member must also comply with all applicable requirements under these
Memorandum and Articles of Association and all other applicable laws, rules and regulations,
including under the Exchange Act.
(j)Notwithstanding anything to the contrary, the notice requirements set forth herein
with respect to the proposal of any business (other than the nominations of candidates for
election to as Directors) by a member pursuant to this Article 108 shall be deemed satisfied if
such member has submitted a proposal to the Company in compliance with Rule 14a-8 under
the Exchange Act.
109.Each Director shall be elected by an Ordinary Resolution at an Annual General Meeting,
except that if: (a) the Secretary receives notice that one or more members has proposed to
nominate one or more persons for election or re-election to the Board, which notice purports
to be in compliance with the advance notice requirements for member nominations set forth in
these Articles, irrespective of whether the Board at any time determines that any such notice
is not in compliance with such requirements; and (b) such nomination or nominations have
not been formally and irrevocably withdrawn by such members on or prior to the date that is
ten (10) Business Days in advance of the date that the Company first mails its notice of
meeting for such
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meeting to the members of the Company, and the number of validly nominated Director
nominees exceeds the number of Directors fixed by the Board in accordance with Article
86(a) (a “contested election”), each of those nominees shall be voted upon as a separate
resolution and the Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at any such meeting and entitled to vote on the election of
Directors. For the purposes of this Article 109, “elected by a plurality” means the election
of those validly nominated Director nominees equal in number to the number of seats to be
filled at the relevant general meeting that received the highest number of votes in the
contested election.
110.The Directors shall have power at any time and from time to time to appoint any person to be
a Director, either to fill a casual vacancy or as an addition to the existing Directors. Any
director so appointed shall hold office only until the next following Annual General Meeting
and shall be eligible for re-election.
111.The Company may, by Ordinary Resolution, of which notice has been given in accordance
with Section 146(3) of the Act, remove any Director before the expiration of his period of
office notwithstanding anything in these Articles or in any agreement between the Company
and such Director. Such removal shall be without prejudice to any claim such Director may
have for damages for breach of any contract of service between him and the Company.
112.The Company may, by Ordinary Resolution, appoint another person in place of a Director
removed from office under Article 111 and without prejudice to the powers of the Directors
under Article 110 the Company in general meeting may appoint any person to be a Director
either to fill a casual vacancy or an additional Director.
PROCEEDINGS OF DIRECTORS
113.The Directors may meet together for the dispatch of business, adjourn and otherwise regulate
their meetings as they think fit. Questions arising at any meeting shall be decided by a
majority of votes. Where there is an equality of votes the Chair shall have a second or casting
vote. A Director may, and the Secretary on the requisition of a Director shall, at any time
summon a meeting of the Directors. If the Directors so resolve, it shall not be necessary to
give notice of a meeting of Directors to any Director who, being resident in the State, is for
the time being absent from the State.
114.The quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed shall be three including Alternate Directors (if any).
115.The continuing Directors may act notwithstanding any vacancy in their number but if and so
long as their number is reduced below the number fixed by or pursuant to these Articles as the
necessary quorum of Directors, the continuing Directors or Director may act for the purpose
of increasing the number of Directors to that number or of summoning a general meeting of
the Company, but for no other purpose.
116.The Directors may from time to time elect a Chair and deputy Chair of their meetings and
determine the respective periods for which each of them is to hold office. In the absence of
the Chair, the Deputy Chair, if present and willing to act, shall preside at meetings of the
Directors and be entitled to a second or casting vote where there is an equality of votes. If no
such Chair or Deputy Chair is elected or if at any meeting neither the Chair nor the Deputy
Chair is present within five minutes of the time appointed for holding the same, the Directors
present may choose one of their number to be Chair of the meeting.
117.The Directors may delegate any of their powers to committees consisting of such member or
members of the Board as they think fit; any committee so formed shall, in the exercise of the
powers so delegated, conform to any regulations that may be imposed on it by the Directors.
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118.A Committee may elect a Chair of its members; if no such Chair is elected, or if at any
meeting the Chair is not present within five minutes after the time appointed for holding the
same, the members present may choose one of their number to be Chair of the meeting.
119.A Committee may meet and adjourn as it thinks proper. Questions arising at any meeting
shall be determined by a majority of votes of the members present, and where there is an
equality of votes the Chair shall have a second or casting vote.
120.All acts done by any meeting of the 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, be as valid as if every such person had been duly appointed
and was qualified to be a Director.
121.(a)A resolution in writing signed by all the Directors (other than Alternate Directors) for
the time being entitled to receive notice of a meeting of the Directors shall be as valid as if it
had been 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 of the Directors.
(b)Any Director or Alternate Director may participate in a meeting of the Directors or
any committee of the Directors by means of conference telephone or other
telecommunications equipment by means of which all persons participating in the meeting
can hear each other and such participation in a meeting shall constitute presence in person at
the meeting.
MANAGING DIRECTOR OR CHIEF EXECUTIVE
122.The Directors may from time to time appoint one or more of themselves to the office of
Managing Director or Chief Executive for such period and on such terms as to remuneration
and otherwise as they think fit, and, subject to the terms of any agreement entered into in any
particular case, may revoke such appointment. Without prejudice to any claim he may have
for damages for breach of any contract of service between him and the Company, his
appointment shall be automatically determined if he ceases from any cause to be a Director.
123.A Managing Director or Chief Executive shall receive such remuneration whether by way of
salary, commission, or participation in the profits, or partly in one way and partly in another,
as the Directors may determine.
124.The Directors may entrust to and confer upon a Managing Director or Chief Executive any of
the powers exercisable by them upon such terms and conditions and with such restrictions as
they may think fit, and either collaterally with or to the exclusion of their own powers, and
may from time to time revoke, withdraw, alter or vary all or any of such powers.
PRESIDENT
125.The Directors may from time to time appoint any former Director of the Company or other
person who, in their opinion, has rendered outstanding services to the Company to be
President of the Company. The President shall not, by virtue of his office, be deemed to be a
Director or be entitled to any remuneration. Nevertheless, by invitation of the Directors, he
may attend meetings of the Directors for the purpose of giving advice and the Directors may
pay the President, in respect of advice and assistance from time to time so given by him, such
remuneration as the Directors may determine.
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SECRETARY
126.The Secretary shall be appointed by the Directors for such term, at such remuneration and
upon such conditions as they may think fit, and any Secretary so appointed may be removed
by them. The Directors may appoint an Assistant or Deputy Secretary and any provision of
these Articles requiring or authorising a thing to be done by or to the Secretary shall be
satisfied by it being done by or to an Assistant or Deputy Secretary.
127.A provision of the Acts or these Articles requiring or authorising a thing to be done by or to a
Director and the Secretary shall not be satisfied by it being done by or to the same person
acting both as Director and as, or in the place of, the Secretary.
USE OF ELECTRONIC COMMUNICATION
128.Notwithstanding anything to the contrary contained in these Articles, whenever any person
(including without limitation the Company, a Director, the Secretary, a member or any officer
or person) is required or permitted by these Articles, the Acts or any other enactment of the
State to give information in writing, such information may be given by electronic means or in
electronic form, whether as electronic communication or otherwise, but only if the use of such
electronic or other communication conforms with all relevant legislation and provided further
that the electronic means or electronic form used has been approved of by the Directors.
THE SEAL
129.(a)The Directors shall provide for the safe custody of the Seal and the Seal shall not be
used except by the authority of a resolution of the Directors or of a committee of the Directors
authorised in that behalf by the Directors.
(b)The Directors may from time to time make such regulations as they think fit
determining the persons and the number of such persons who shall sign every instrument to
which the Seal is affixed and until otherwise so determined every such instrument shall be
signed by one Director and shall be countersigned by the Secretary, the Assistant Secretary or
by a second Director, provided however that in respect of certificates under the Seal for
shares, debentures or other securities of the Company no such signatures shall be required and
the Directors shall make such regulations as they think fit regarding procedures to be followed
in respect of the sealing of such certificates.
DIVIDENDS AND RESERVES
130.The Company in general meeting may declare dividends, but no dividend shall exceed the
amount recommended by the Directors.
131.The Directors may 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.
132.No dividend shall (except as by the Acts expressly authorised) be paid otherwise than out of
profits.
133.The Directors may, before recommending any dividend, set aside out of the profits 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
lawfully determine. The Directors may also without placing the same to reserve, carry
forward any profits which they may think it prudent not to divide.
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134.Subject to the rights of persons, if any, entitled to shares with special rights as to dividends,
all dividends shall be declared and paid according to the amounts paid or credited as paid on
the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a
share in advance of calls shall be treated for the purposes of this Article as paid on the share.
All dividends shall be apportioned and paid proportionately to the amounts paid or credited as
paid on the share during any portion or portions of the period in respect of which the dividend
is paid, but if any share is issued on terms providing that it shall rank for dividend as from a
particular date, such share shall rank for dividend accordingly.
135.The Directors may deduct from any dividend payable to any member all sums of money (if
any) immediately payable by him to the Company on account of calls or otherwise in relation
to the shares of the Company.
136.(a)Any general meeting declaring a dividend or a bonus may direct payment of such
dividend or bonus wholly or partly by the distribution of specific assets and in particular of
paid up shares, debentures or debenture stock of any other company or in any or more of such
ways, and the Directors shall give effect to such resolution, and where any difficulties arise in
regard to such distribution, the Directors may settle the same as they think expedient, and in
particular may issue fractional certificates and 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 all the parties,
and may vest any such specific assets in trustees as may seem expedient to the Directors.
(b)The Directors may, if authorised by an Ordinary Resolution of the Company (and
provided that an adequate number of unissued Ordinary Shares are available for the purpose
and subject always to the provisions of Article 11), offer Ordinary shareholders the right,
prior to or contemporaneously with their announcement of the dividend in question and any
related information as to the Company's profits for such financial period or part thereof, to
elect to receive in lieu of such dividend (or part thereof) an allotment of additional Ordinary
Shares credited as fully paid. In any such case the following provisions shall apply:
(i)The Ordinary Resolution may specify a particular dividend (whether or not
already declared) or may specify all or any dividends declared within a
specified period being a period expiring not later than the commencement of
the fifth Annual General Meeting next following the date of the Annual
General Meeting at which the resolution is passed.
(ii)The basis of allotment shall be determined by the Directors so that the value
of the additional Ordinary Shares shall be calculated by either:
(A)reference to the average price of the Ordinary Shares where the
“average price” of an Ordinary Share shall be the average of the daily
high and daily low share prices as derived from the information
published on the Daily Official List of the London Stock Exchange
(if the Directors resolve that the issue price of the shares is to be
denominated in Sterling (GB) pence or the information published on
New York Stock Exchange (if the Directors resolve that the issue
price of the shares is to be denominated in United States Dollars
(USD)) reporting the business done on each of the first three (3)
Business Days on which the Ordinary Shares are quoted “ex” the
relevant dividend; or
(B)in such manner as the Directors may determine on such basis as they
may determine to be fair and reasonable.
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(iii)The Directors shall give notice in writing to the Ordinary shareholders of the
right of election accorded to them and shall send with or following such
notice forms of election and specify the procedure to be followed and the
place at which the latest date and time by which duly completed forms of
election must be lodged in order to be effective. The Directors may from
time to time establish or vary a procedure for election mandates under which
a holder of shares may elect to receive additional shares credited as fully paid
up instead of cash in respect of future dividends not yet declared or resolved
(and, accordingly, in respect of which the basis of allotment shall not have
been determined) offered to that holder under this Article until the election
mandate is revoked or deemed to be revoked in accordance with the
procedure.
(iv)The dividend (or that part of the dividend in respect of which a right of
election has been accorded) shall not be payable on Ordinary Shares, in
respect whereof the share election has been duly exercised (the “Elected
Shares”) and in lieu thereof additional Ordinary Shares (but not any fraction
of a Share), shall be allotted to the holders of the Elected Shares on the basis
of allotment determined as aforesaid and for such purpose the Directors shall
capitalise, out of such of the sums standing to the credit of reserves (including
any share premium account, capital redemption reserve fund or any
undenominated capital) or profit and loss account as the Directors may
determine a sum equal to the aggregate nominal amount of additional
Ordinary Shares to be allotted on such basis and apply the same in paying up
in full the appropriate number of unissued Ordinary Shares for allotment and
distribution to and amongst the holders of the Elected Shares on such basis.
(v)The additional Ordinary Shares so allotted shall rank pari passu in all respects
with the fully-paid Ordinary Shares then in issue save only as regards
participation in the relevant dividend or share election in lieu.
(vi)The Directors may do all acts and things considered necessary or expedient to
give effect to any such capitalisation with full power to the Directors to make
such provisions as they think fit for the case of shares becoming distributable
in fractions (including provisions whereby, in whole or in part, fractional
entitlements are disregarded and the benefit of fractional entitlements accrues
to the Company rather than to the members concerned). The Directors may
authorise any person to enter on behalf of all the members interested into an
agreement with the Company providing for such capitalisation and matters
incidental thereto and any agreement made under such authority shall be
effective and binding on all concerned.
(vii)The Directors may on any occasion determine that rights of election shall not
be made available to any Ordinary shareholders who are citizens of or
residents of any territory where the circulation of an offer of rights of election
or any exercise of rights of election or any purported acceptance of the same
would or might be unlawful, and in such event the provisions aforesaid shall
be read and construed subject to such determination.
137.(a)Notwithstanding any other provision of these Articles, the Board may mandate
electronic payment as the sole method of payment for dividends and other cash distributions
payable to any holder and may remove the option for holders to receive dividend payments by
cheque or other paper instrument. Any dividend, distribution, interest or other moneys
payable in respect of a share or on the redemption thereof may be paid, at the discretion of the
Board, by cheque or warrant sent through the post direct to the registered
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Address of the holder or, where there are joint holders, to the registered Address of that one of
the joint holders who is first named on the Register or to such person and to such Address as
the holder or joint holders may in writing direct. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent.
(b)The Directors may also, in circumstances which they consider appropriate, arrange
for the payment of dividends or other payments to any particular holder or holders by inter-
bank transfer, or electronic form (including electronic funds transfer, blockchain or other
electronic media) or by such other means approved by the Directors directly to an account (of
a type approved by the Directors) nominated in writing by the holder or the joint holders. In
particular, where the Company is authorised to do so by or on behalf of the holder or joint
holders in such manner as the Directors shall from time to time consider sufficient, the
Directors may pay any dividend interest or other monies by means of the central securities
depository concerned (subject always to the facilities and requirements of that central
securities depository) including by such arrangements to enable a central securities depository
(or its nominee(s)) or any agent for on behalf of the Company or any such other member or
members as the Directors shall from time to time determine to receive the relevant dividends
in any currency or currencies other than the currency in which such dividends are declared.
For the purposes of the calculation of the amount receivable in respect of any dividend, the
rate of exchange to be used to determine the equivalent in any such other currency of any sum
payable as a dividend shall be such rate or rates, and the payment thereof shall be on such
terms and conditions, as the Directors may in their absolute discretion determine.
(c)Every such payment made by electronic funds transfer or bank transfer shall be made
to the holder or joint holders or to or through such other person or agent as the holder or joint
holders may in writing direct. Every such payment made by means of the central securities
depository concerned or by an agent for and on behalf of the Company, as referred to in (b)
above, shall be made in such manner as may be consistent with the facilities and requirements
of the central securities depository concerned.
(d)The Company shall not be responsible for any loss of any such cheque, warrant or
order and any payment made by electronic funds transfer, bank transfer or through a central
securities depository or agent for and on behalf of the Company shall be at the sole risk of the
holder or joint holders. Without prejudice to the generality of the foregoing, if any such
cheque, warrant or order has or shall be alleged to have been lost, stolen or destroyed, the
Directors may at the request of the persons entitled thereto issue a replacement cheque,
warrant or order subject to compliance with such conditions as to evidence and indemnity and
the payment of out-of-pocket expenses of the Company in connection with the request as the
Directors may think fit.
(e)Payment of a cheque, warrant or order, or the debiting of the Company’s account in
respect of the appropriate amount in accordance with the provisions of this Article, or, the
making of payment in accordance with the facilities and requirements of the central securities
depository concerned or through any agent for on behalf of the Company, shall be a good
discharge of the Company.
(f)Any dividend or other payment to any particular holder or holders may be paid in
such currency or currencies as may from time to time be determined by the Directors and any
such payment shall be made in accordance with such rules and regulations (including, without
limitation, in relation to the conversion rate or rates) as may be determined by the Directors in
relation thereto.
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(g)Any one of two or more joint holders may give effectual receipts for any dividends or
other monies payable in respect of the shares held by him as joint holder.
138.(a)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 against the
Company.
(b)Any dividend which has remained unclaimed for twelve years from the date of its
declaration shall, if the Directors so decide, be forfeited and cease to remain owing by the
Company. The payment by the Directors of any unclaimed dividend or other moneys payable
in respect of a share into a separate account shall not constitute the Company a trustee in
respect thereof.
ACCOUNTING RECORDS
139.The Directors shall, in accordance with Chapter 2 of Part 6 of the Act, cause to be kept
adequate accounting records, whether in the form of documents, electronic form or otherwise,
that:
(a)correctly record and explain the transactions of the Company;
(b)will enable, at any time, the assets, liabilities, financial position and profit or loss of
the Company to be determined with reasonable accuracy;
(c)will enable the Directors to ensure that any financial statements of the Company
comply with the requirements of the Acts; and
(d)will enable the financial statements of the Company so prepared to be readily and
properly audited.
Adequate accounting records shall be deemed to have been maintained if they comply with
the provisions of Chapter 2 of Part 6 of the Act and explain the Company’s transactions and
facilitate the preparation of financial statements that give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and, if relevant, the Group and
include any information and returns referred to in Section 283(2) of the Act. The Company
may in addition to its obligations to prepare financial statements in accordance with the Act
(or in substitution of such obligations where permitted by the Act as applicable) publish
accounting or financial statements in accordance with United States generally accepted
accounting principles, as in effect from time to time, or any applicable accounting standard
from time to time.
140.The accounting records shall be at the office at such place as the Directors think fit and shall
at all reasonable times be open to inspection by the officers of the Company and by any other
persons entitled pursuant to the Act to inspect the accounting records of the Company.
141.The Directors shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations the accounting records of the Company
shall be open to the inspection of members, not being Directors, and no member (not being a
Director) shall have any right of inspecting any financial statement or accounting record of
the Company except as conferred by statute or authorised by the Directors or by the Company
in general meeting.
142.The Directors shall from time to time, in accordance with the Acts cause to be prepared and to
be laid before the Annual General Meeting of the Company such statutory financial
statements of the Company and reports as are required by the Acts to be prepared and laid
before the Annual General Meeting of the Company.
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143.In addition to sending these documents to such other persons as may be required by the Act to
receive them, the Directors shall not less than twenty-one days before the date of the Annual
General Meeting send to every member who is entitled to notice of the meeting:
(a)a copy of the statutory financial statements of the Company (including every
document required by law to be annexed thereto) which is to be laid before the
Annual General Meeting of the Company together with a copy of the Directors' report
and Auditors' report; or
(b)summary financial statements prepared in accordance with Section 1119 of the Act.
PROVIDED HOWEVER, where the Directors elect to send summary financial statements to
the members, any member may request that he be sent a copy of the statutory financial
statements of the Company and the Company shall also make available the requisite number
of copies of these documents as required by law and the rules of the stock exchanges on
which the Company is listed.
CAPITALISATION OF PROFITS
144.The Company in general meeting may upon the recommendation of the Directors resolve that
any sum for the time being standing to the credit of any of the Company's reserves (including
any capital redemption reserve, share premium account or any undenominated capital) or to
the credit of profit and loss account be capitalised and be set free for distribution amongst the
members who would have been entitled thereto if distributed by way of dividend and in the
same proportions on the footing that they become entitled thereto as capital and on condition
that the same be not paid in cash but be applied either in or towards paying any amounts for
the time being unpaid on any shares held by such members respectively or paying up in full
unissued shares or debentures of the Company to be allotted and distributed credited as fully
paid up to and amongst such members in the proportions aforesaid, or partly in the one way
and partly in the other; and the Directors shall give effect to such resolution provided that a
share premium account, a capital redemption reserve fund or any undenominated capital may,
for the purposes of this Article, only be applied for purposes permitted by the Acts.
145.Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all
appropriations and applications of the undivided profits resolved to be capitalised thereby and
all allotments and issues of fully paid shares or debentures, if any, and generally do all acts
and things required to give effect thereto with full power to the Directors to make such
provision as they shall think fit for the case of shares or debentures becoming distributable in
fractions (and, in particular, without prejudice to the generality of the foregoing, either to
disregard such fractions or to sell the shares or debentures represented by such fractions and
distribute the net proceeds of such sale to and for the benefit of the Company or to and for the
benefit of the members otherwise entitled to such fractions in due proportions) and also to
authorise any person to enter on behalf of all the members concerned 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 become entitled on such capitalisation or, as
the case may require, for the payment up by the application thereto of their respective portions
of the profits resolved to be capitalised of the amounts remaining unpaid on their existing
shares and any agreement made under such authority shall be effective and binding on all
such members.
AUDIT
146.Auditors shall be appointed and their duties regulated in accordance with the Acts.
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NOTICES
147.(a)A notice may be given to, served on or delivered to any member by the Company: (i)
by handing same to him or his authorised agent; (ii) by leaving the same at his registered
Address; (iii) by sending the same by post to him at his registered Address; (iv) by sending
the same via the messaging system of a central securities depository as may be approved by
the Directors; (v) by sending, with the consent of the member, the same by means of
electronic mail or other means of electronic communication approved by the Directors, with
the consent of the member, to the e-mail of the member notified to the Company by the
member for such purpose (or if not so notified, then to the e-mail of the member last known to
the Company); or (vi) publication of an electronic record of it on a website and notification of
such publication (which shall include the address of the website, the place on the website
where the document may be found and how the document may be accessed on the website) by
any of the methods set out in (i) – (v) above. Where a notice or document is given, served or
delivered pursuant to (ii) or (iii) of this Article, the giving, service or delivery thereof shall be
deemed to have been effected at the time the same was handed to the member or his
authorised agent or left at his registered Address (as the case may be). Where a notice or
document is given, served or delivered pursuant to (iii) of this Article, service of the notice
shall be deemed to be effected by properly addressing, prepaying and posting a letter
containing the notice, and to have been effected in the case of the notice of a meeting at the
expiration of twenty-four hours after the letter containing the same is posted, and, in any other
case, at the time at which the letter would be delivered in the ordinary course of post. Where a
notice or document is given, served or delivered pursuant to (iv) of this Article, the giving,
service or delivery thereof shall be deemed to have been effected at the time the same was
sent to the messaging system of the central securities depository. Where a notice or document
is given, served or delivered pursuant to (v) of this Article, the giving, service or delivery
thereof shall be deemed to have been effected at the expiration of forty-eight hours after
despatch. Where a notice or document is given, served or delivered pursuant to sub-paragraph
(vi) of this Article, the giving, service or delivery thereof shall be deemed to have been
effected at the time that the notification of such publication shall be deemed to have been
given, served or delivered to such member in accordance with these Articles.
(b)If at any time by reason of the suspension or curtailment of postal services within the
State and/or Great Britain the Company is unable effectively to convene a general meeting by
notices sent through the post, the general meeting may be convened by a notice advertised on
the same date as the notice in at least two leading daily newspapers circulating in the State
and/or Great Britain (as the circumstances require) and such notice shall have been deemed to
have been duly served on all members entitled thereto at noon on the day on which the said
advertisement shall appear. Notwithstanding anything contained in this Article, the Company
shall not be obliged to take account of or make any investigations as to the existence of any
suspension or curtailment of postal services within or in relation to all or any part of any
jurisdiction or area other than the State.
(c)Any notice to be given, served, sent or delivered pursuant to these Articles shall be in
writing (whether in electronic form or otherwise). Any requirement in these Articles for the
consent of a member in regard to the receipt by such member of electronic mail or other
means of electronic communications approved by the Directors, including the receipt of the
Company’s audited accounts and the directors’ and auditor’s reports thereon, shall be deemed
to have been satisfied where the Company has written to the member informing him/her of its
intention to use electronic communications for such purposes and the member has not, within
four weeks of the issue of such notice, served an objection in writing on the Company to such
proposal. Where a member has given,
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or is deemed to have given, his/her consent to the receipt by such member of electronic mail
or other means of electronic communications approved by the Directors, he/she may revoke
such consent at any time by requesting the Company to communicate with him/her in
documented form; provided, however, that such revocation shall not take effect until five days
after written notice of the revocation is received by the Company.
148.A notice may be given by the Company to the joint holders of a share by giving the notice to
the joint holder first named in the Register in respect of the share.
149.(a)Any notice addressed to any member and sent by post to or left at his registered
Address or, in the event of notice given or delivered pursuant to 147(a), if sent to the email
last notified by the Company by the member for such purpose in pursuance of these Articles
shall, notwithstanding that such member be then deceased or bankrupt, be deemed to have
been duly served in respect of any shares (whether held solely or jointly with other persons by
such member) unless and until the Company shall have received notice in writing of his
decease or bankruptcy.
(b)A notice may be given by the Company to the person entitled to a share in
consequence of the death or bankruptcy of a member by sending it through the post in a
prepaid letter addressed to them by name or by the title of representatives of the deceased or
Official Assignee in bankruptcy or by any like description at the Address supplied for the
purpose by the persons claiming to be so entitled, or (until such an Address has been so
supplied) at the registered Address of such deceased or bankrupt member.
(c)Service in manner aforesaid shall for all purposes be deemed a sufficient service of
such notice on all persons interested (whether jointly with or claiming through or under such
deceased or bankrupt member) in any such shares.
150.Notice of every general meeting shall be given in any manner hereinbefore authorised to:-
(a)every member holding at least one Ordinary Share in the Capital of the Company; and
(b)every person upon whom the ownership of a share devolves by reason of his being a
personal representative or the Official Assignee in bankruptcy of a member, where
the member but for his death or bankruptcy would be entitled to receive notice of the
meeting; and
(c)the Auditor for the time being of the Company.
Subject to Articles 5 and 6(v) no other person shall be entitled to receive notices of general
meetings.
WINDING UP
151.If the Company shall be wound up and the assets available for distribution among the
members as such shall be insufficient to repay the whole of the paid up share 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 capital paid up or credited as paid up or which ought to have
been paid up at the commencement of the winding up on the shares held by them respectively.
If in a winding up the assets available for distribution among the members shall be more than
sufficient to repay the whole of the capital paid up or credited as paid up at the
commencement of the winding up, the excess shall be distributed among the members in
proportion to the capital at the commencement of the winding up paid up or credited as paid
up or which ought to have been paid up on the shares held by them respectively; PROVIDED
that this Article is without prejudice to the rights of the holders of the five per cent. (5%).
Cumulative Preference Shares, the “A” Preference Shares or any other shares issued upon
special terms and conditions.
57
152.If the Company is wound up, the liquidator may with the sanction of a Special Resolution of
the Company and any other sanction required by the Acts, divide among the members in
specie or kind the whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may, for such purpose, set such value as he deems
fair upon any property to be divided as aforesaid and may determine how such division shall
be carried out as between the members or different classes of members. The liquidator may,
with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for
the benefit of the contributories the liquidator, with the like sanction, shall think fit, but so
that no member shall be compelled to accept any shares or other securities whereon there is
any liability.
DESTRUCTION OF RECORDS
153.The Company shall be entitled to destroy all instruments of transfer which have been
registered at any time after the expiration of twelve years from the date of registration thereof,
all notifications of change of Address at any time after the expiration of two years from the
date of recording thereof and all share certificates and dividend mandates which have been
cancelled or ceased to have effect at any time after the expiration of one year from the date of
such cancellation or cessation. It shall be conclusively presumed in favour of the Company
that every entry in the Register purporting to have been made on the basis of an instrument of
transfer or other document so destroyed was duly and properly made and every instrument
duly and properly registered and every share certificate so destroyed was a valid and effective
document duly and properly cancelled and every other document hereinbefore mentioned so
destroyed was a valid and effective document in accordance with the recorded particulars
thereof in the books or records of the company; PROVIDED ALWAYS that:
(a)the provision aforesaid shall apply only to the destruction of a document in good faith
and without notice of any claim (regardless of the parties thereto) to which the
document might be relevant;
(b)nothing herein contained shall be construed as imposing upon the Company any
liability in respect of the destruction of any document earlier than as aforesaid or in
any other circumstances which would not attach to the Company in the absence of
this Article; and
(c)reference herein to the destruction of any document includes references to the
disposal thereof in any manner.
INDEMNITY
154.Subject to the provisions of and so far as may be admitted by the Acts, every Director,
Managing Director, Chief Executive, Auditor, Secretary or other Officer (including “officer”
of the Company as such term is defined in the rules of the U.S. Securities and Exchange
Commission promulgated under the Exchange Act) of the Company shall be entitled to be
indemnified by the Company against all costs, charges, losses, expenses and liabilities
incurred by him in the execution and discharge of his duties or in relation thereto including
any liability incurred by him in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an officer or
employee of the Company and in which judgment is given in his favour (or the proceedings
are otherwise disposed of without any finding or admission of any material breach of duty on
his part) or in which he is acquitted or in connection with any application under any statute
for relief from liability in respect of any such act or omission in which relief is granted to him
by the Court.
The Directors shall have power to purchase and maintain for or for the benefit of any persons
who are or were at any time Directors or Officers of the Company, or who are or were at any
time trustees of any pension fund in which employees of the Company are interested,
insurance
58
against any liability incurred by such persons in respect of any act or omission when in the
actual or purported execution or discharge of their duties or in the exercise or purported
exercise of their powers or otherwise in relation to their duties, powers or offices in relation to
the Company or any pension fund of the Company and shall be entitled to vote (and be
counted in the quorum) in respect of any resolution concerning the purchase of such
insurance.
59
INDEX
CRH
public limited company

| Article No.
ACCOUNTS | 139 | — | 143
AUDIT | 146 |  |
BORROWING POWERS | 90 |  |
CALLS ON SHARES | 22 | — | 28
CAPITAL AND SHARES |  |  |
Amount | 4 |  |
5% Cumulative Preference | 5 |  |
7% “A” Cumulative Preference | 6 |  |
Alteration of | 52 | — | 55
CAPITALISATION OF PROFITS AND RESERVES | 144 | — | 145
CERTIFICATES | 16 |  |
CHAIR | 116 |  |
CONTROL | 3 |  |
CORPORATIONS ACTING BY REPRESENTATIVES | 85 |  |
DIRECTORS |  |  |
Advance Notice | 108 |  |
Alternate | 102 |  |
Appointment | 110, |  | 112
Chair | 116 |  |
Chief Executive or Managing Director | 122 | — | 124
Committees of | 117 | — | 120
Deputy Chair | 116 |  |
Disqualification | 103 |  |
Indemnity | 154 |  |
Insurance | 154 |  |

60

| Article No.
Meetings | 113 |  |
Minimum Threshold | 107 |  |
Number | 86 |  |
Other Company | 89 |  |
Participation at meetings | 121(b) |  |
Plurality | 109 |  |
Powers and duties | 91 | – | 102
Proceedings | 113 | – | 121
Quorum | 114 |  |
Removal | 111 |  |
Remuneration | 88 |  |
Resolution in writing | 121(a) |  |
Rotation and retirement | 104 | — | 112
Share qualification | 87 |  |
Shares - power to allot | 11(d) |  |
DIVIDENDS AND RESERVES | 130 | — | 138
ELECTRONIC COMMUNICATION – USE OF | 128 |  |
GENERAL MEETINGS |  |  |
Adjournment | 64, |  | 67
Annual General Meeting | 57 |  |
Business of | 61 |  |
Chair | 65 |  |
Extraordinary General Meeting | 58 | — | 59
Held in/outside the State | 56 |  |
Notice | 60 |  |
Poll | 68 | — | 72
Proceedings at | 61 | — | 72
Proxy | 78 | — | 84

61

| Article No.
Quorum | 62 |  |
Security and Safety | 63 |  |
Votes | 73 | — | 84
INDEMNITY | 154 |  |
LIEN | 18 | — | 21
MINUTES | 100 |  |
MODIFICATION OF RIGHTS | 10 |  |
NOMINEE SHAREHOLDERS | 13 | — | 14
NOTICES | 147 | — | 150
OPTIONS | 11 |  |
POSTAL SERVICES DISRUPTION | 147(b) |  |
PRESIDENT | 125 |  |
RECORDS - DESTRUCTION OF | 153 |  |
RESERVES | 133 |  |
SEAL | 129 |  |
SECRETARY | 126 | — | 127
SHARES |  |  |
Allotment | 11 |  |
Calls | 22 | — | 28
Certificates | 16 |  |
Clearing and Settlement System | 17 |  |
Commission | 12 |  |
Conversion into Redeemable | 4A |  | 8
Conversion into Stock | 48 | — | 51
Disapplication of statutory pre-emption rights | 11(e) |  |
Disenfranchisement | 14 |  |
Financial Assistance for purchase of - prohibited | 15 |  |
Forfeiture | 40 | — | 47

62

| Article No.
Issue with Special Rights | 9 |  |
Lien | 18 | — | 21
Options | 11 |  |
Purchase of own | 8, |  | 8A
Redeemable | 4A, |  | 8
Redemption of Preference Shares | 7 |  |
Transfer | 29 | — | 34
Transmission | 35 | — | 39
Treasury Shares - re-issue of | 8B |  |
Trust - not recognised | 13 |  |
Warrants | 11 |  |
THE CLEARING AND SETTLEMENT SYSTEM | 17 |  |
VOTES OF MEMBERS | 73 | — | 84
WINDING UP | 151 | — | 152