1    Definitions, interpretation and exclusion of Standard Table

2    Shares

3    Share certificates

4    Lien on Shares

5    Calls on Shares and forfeiture

6    Transfer of shares

7    Transmission of Shares

8    Alteration of capital

9    Redemption and purchase of Shares

10   Meetings of members

11   Proceedings at meetings of Members

12   Voting rights of members

13   Number of directors

14   Appointment, disqualification and removal of directors

15   Alternate directors

16   Powers of directors

17   Delegation of powers

18   Meetings of directors

19   Permissible directors’ interests and disclosure

20   Minutes

21   Accounts and audits

22   Record dates

23   Dividends

24   Capitalisation of profits

25   Seal

26   Indemnity

27   Notices

28   Authentication of Electronic Records

29   Winding up

30   Post-Scheme Shares

Definitions, interpretation and exclusion of Standard Table

In these Articles, the following definitions apply:

these Articles of Association as amended from time to time; or

two or more particular Articles of these Articles;

the day when the notice is deemed to be received; and

the day for which it is given or on which it is to take effect;

includes stock (except where a distinction between shares and stock is expressed or implied); and

where the context permits, also includes a fraction of a share;

In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

A reference in these Articles to a statute is a reference to a statute of the Island as known by its short title, and includes:

any statutory modification, amendment or re-enactment; and

any subordinate legislation or regulations issued under that statute;

Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity;

A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders;

A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency;

Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning;

All references to time are to be calculated by reference to time in the place where the Company’s registered office is located;

The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied; and

The words including, include and in particular or any similar expression are to be construed without limitation.

The regulations contained in the Standard Table adopted pursuant to the Companies (Standard Table) (Jersey) Order 1992 and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

Shares

Subject to Article 30.2, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares of the Company to such persons at such times and on such terms and conditions as they may decide.

Subject to Article 30.2 and without limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:

at an issue price determined by the directors;

with the sanction of an Ordinary Resolution, with preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise;

without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.

Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares.

Except as required by law:

no person shall be recognised by the Company as holding any Share on any trust; and

no person other than the Member shall be recognised by the Company as having any right in a Share.

If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

the Members holding two thirds of the issued Shares of that class consent in writing to the variation; or

the variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares of that class.

For the purpose of Article 2.5(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

the necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class; and

any Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised representative, may demand a poll.

Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

With the consent of a Member, the directors may accept a voluntary contribution from that Member without issuing Shares in return. If the directors agree to accept a voluntary contribution from a Member, the directors shall resolve whether that contribution shall be treated as an addition to the capital account of the Company or to a general reserve of the Company (it being understood that the contribution is not provided by way of loan).

The Company shall not issue bearer Shares or warrants.

In respect of a Share, the Company shall not be required to enter the names of more than four joint holders in the register of members of the Company.

If two or more persons are registered as joint holders of a Share, then any one of those joint holders may give effectual receipts for moneys payable in respect of that Share.

From time to time, the Company may hold its own Shares as treasury shares and the directors may sell, transfer or cancel any treasury shares in accordance with the Law. For the avoidance of doubt, the Company shall not be entitled to vote or receive any distributions in respect of any treasury shares held by it.

Subject to and to the extent permitted by the Law, the Company, or the directors on behalf of the Company, may cause to be kept and maintained in any country, territory or place, a branch register of Members resident in such country, territory or place and all or any of its other Members and the directors may make and vary such regulations as they may think fit regarding the keeping of any such branch register.

The rights and restrictions attached to the Subscriber Ordinary Shares shall be as set out below:

Income

Capital

Transfer

Voting Rights

As a result of the rights and restrictions attached to the classes of share in the capital of the Company described above, any surplus assets on a winding up of the Company are to be applied as follows:

first, in payment of the nominal amount of the Ordinary Shares;

secondly, in payment of the nominal amount of the Subscriber Ordinary Shares; and

thirdly, after the payments described in sub-articles (a) and (b) above, the balance in distribution to the holders of Ordinary Shares pro-rata to the aggregate nominal amount of their holding of Ordinary Shares.

Share certificates

Upon being entered in the register of members as the holder of a Share, a Member shall be entitled:

without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s holding of Shares of any class, to a certificate for the balance of that holding); and

upon payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for one or more of that Member’s Shares.

Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.

The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

evidence;

indemnity;

payment of the expenses reasonably incurred by the Company in investigating the evidence; and

payment of a reasonable fee, if any, for issuing a replacement share certificate,

Lien on Shares

The Company has a first and paramount lien on all Shares (which are not Fully Paid) registered in the name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:

either alone or jointly with any other person, whether or not that other person is a Member; and

whether or not those moneys are presently payable.

At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.

The Company may sell any Shares over which it has a lien if all of the following conditions are met:

the sum in respect of which the lien exists is presently payable;

the Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and

that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.

The Shares may be sold in such manner as the directors determine.

To the maximum extent permitted by law, the directors shall incur no personal liability to the Member concerned in respect of the sale.

To give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

On sale pursuant to the preceding Articles:

the name of the Member concerned shall be removed from the register of members as the holder of those Shares; and

that person shall deliver to the Company for cancellation the certificate for those Shares.

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Shares have been sold:

if no certificate for the Shares was issued, at the date of the sale; or

if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation,

Calls on Shares and forfeiture

Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.

Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.

A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member in respect of those Shares.

A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.

Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

at the rate fixed by the terms of allotment of the Share or in the notice of the call; or

if no rate is fixed, at the Default Rate.

Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of:

the amount unpaid;

any interest which may have accrued;

any expenses which have been incurred by the Company due to that person’s default.

The notice shall state the following:

the place where payment is to be made; and

a warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.

If the notice under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

On forfeiture or surrender:

the name of the Member concerned shall be removed from the register of members as the holder of those Shares and that person shall cease to be a Member in respect of those Shares; and

that person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.

Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

all expenses; and

interest from the date of forfeiture or surrender until payment:

at the rate of which interest was payable on those moneys before forfeiture; or

if no interest was so payable, at the Default Rate.

A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

that the person making the declaration is a director or Secretary of the Company; and

that the particular Shares have been forfeited or surrendered on a particular date.

Any person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares.

Transfer of shares

Subject to the following Articles about the transfer of Shares, a Member may transfer Shares to another person by completing an instrument of transfer, in a common form or in a form approved by the directors, executed:

where the Shares are Fully Paid, by or on behalf of that Member; and

where the Shares are partly paid, by or on behalf of that Member and the transferee.

The directors may refuse to register the transfer of a Share to any person. They may do so in their absolute discretion, without giving any reason for their refusal, and irrespective of whether the Share is Fully Paid or the Company has no lien over it.

If the directors refuse to register a transfer of a Share, they must send notice of their refusal to the existing Member within two months after the date on which the transfer was lodged with the Company.

The directors may suspend registration of the transfer of Shares at such times and for such periods (not exceeding 30 days in any calendar year) as they determine.

If the directors so decide, the Company may charge a reasonable fee for the registration of any instrument of transfer or other document relating to the title to a Share.

The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

Transmission of Shares

If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:

where the deceased Member was a joint holder, the survivor or survivors; and

where the deceased Member was a sole holder, that Member’s personal representative or representatives.

Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

to become the holder of the Share; or

to transfer the Share to another person.

That person must produce such evidence of his entitlement as the directors may properly require.

If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

If the person elects to transfer the Share to another person then:

if the Share is Fully Paid, the transferor must execute an instrument of transfer; and

if the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.

All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

The directors may require a person registered as a Member by reason of the death or bankruptcy of another Member to indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that registration.

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.

Alteration of capital

To the fullest extent permitted by the Law, the Company may by Special Resolution do any of the following (and amend its Memorandum and its Articles for that purpose):

increase its share capital in the manner prescribed by the resolution;

consolidate and divide all or any of its share capital;

convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;

sub-divide its Shares or any of them, including, in respect of any sub-division, so that the proportion between the amount paid and the amount, if any, unpaid on each sub-divided Share shall be the same as it was in case of the Share from which the sub-divided Share is derived; and the resolution may determine that, as between the Shares resulting from the sub-division, one or more of the Shares may, as compared with the others, have such preferred, deferred or other special rights, or be subject to such restrictions as the Company has power to attach to unissued or new Shares;

cancel Shares which, at the date of the passing of the resolution to cancel them, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish the number of Shares into which its capital is divided;

convert all or any of the Shares denominated in a particular currency into Shares denominated in a different currency, the conversion being effected at the rate of exchange (calculated to not less than three significant figures) current at the date of the resolution being a time within 40 days before the conversion takes effect.

Subject to the Law and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share, the directors may, in their absolute discretion, on behalf of those Members, sell the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Law, the Company) and distribute the net 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. 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.

Redemption and purchase of Shares

Subject to the Law, and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by its directors:

issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares;

convert existing non-redeemable limited shares, whether issued or not, into Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its directors determine before the conversion of those Shares; and

purchase all or any Shares of any class including any redeemable Shares.

When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one way and partly in the other way).

Upon the date of redemption or purchase of a Share:

the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:

the price for the Share; and

any dividend declared in respect of the Share prior to the date of redemption or purchase;

the Member’s name shall be removed from the register of members with respect to the Share; and

the Share shall be cancelled or become a treasury share.

Meetings of members

The directors may call a general meeting at any time.

If there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must call a general meeting for the purpose of appointing additional directors.

The directors must also call a general meeting if requisitioned in the manner set out in the next two Articles.

The requisition must be in writing and given by one or more Members who together hold at least 10% of the rights to vote at such general meeting.

The requisition must also:

specify the objects of the meeting;

be signed by or on behalf of the requisitioners. The requisition may consist of several documents in like form signed by one or more of the requisitioners; and

be deposited at the Company’s registered office in accordance with the notice provisions.

Should the directors fail to call a general meeting within 21 days from the date of deposit of a requisition to be held within 2 months of that date, the requisitioners or any of them representing more than one half of the total voting rights of all of them, may call a general meeting to be held within three months from that date.

Without limitation to the foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, any one or more Members who together hold at least 10% of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional directors.

If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable expenses.

Unless specifically requested by any Member, the requirement to hold an annual general meeting is dispensed with.

Notice of a general meeting shall specify each of the following:

subject to Article 11.1, the place, the date and the time of the meeting;

subject to Article 11.1, if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;

subject to Article 10.10(d), the general nature of the business to be transacted;

if a resolution is proposed as a Special Resolution, the text of that resolution; and

in the case of an annual general meeting, that the meeting is an annual general meeting.

In each notice, there shall appear with reasonable prominence the following statements:

that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and

that a proxy need not be a Member.

A general meeting, including an annual general meeting, shall be called by at least 14 Clear Days’ notice. A meeting, however, may be called on shorter notice if it is so agreed:

in the case of an annual general meeting, by all the Members entitled to attend and vote at that meeting; and

in the case of any other meeting, by a majority in number of the Members having a right to attend and vote at that meeting, being a majority together holding not less than:

95% where a Special Resolution is to be considered; or

90% for all other meetings,

Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:

the Members;

persons entitled to a Share in consequence of the death or bankruptcy of a Member;

the directors;

the Company’s auditor (if any); and

persons entitled to vote in respect of a Share in consequence of the incapacity of a Member.

Subject to the Law, a notice of a general meeting may be published on a website providing the recipient is given separate notice of:

the publication of the notice on the website;

the address of the website;

the place on the website where the notice may be accessed;

how it may be accessed; and

the place, date and time of the general meeting.

If a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice of the meeting to that Member in writing or by any other means permitted by these Articles but this will not affect when that Member is deemed to have been given notice of the meeting.

A website notice is deemed to be given when the Member is given notice of its publication.

Where the notice of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification until the conclusion of the meeting to which the notice relates.

Proceedings at a meeting shall not be invalidated by the following:

an accidental failure to give notice of the meeting to any person entitled to notice; or

non-receipt of notice of the meeting by any person entitled to notice.

In addition, where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally published:

in a different place on the website; or

for part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.

Proceedings at meetings of Members

All general meetings and adjournments thereof shall be held in the Republic of Ireland.

Save as provided in this Article 11, no business shall be transacted at any general meeting unless a quorum is present in person or by proxy. Subject to Article 11.1, a quorum is as follows:

if the Company has only one Member entitled to vote: that Member; or

if the Company has more than one Member entitled to vote: two Members.

If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then the following provisions apply:

if the meeting was requisitioned by Members entitled to vote, it shall be cancelled; or

in any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place in the Republic of Ireland as is determined by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy and entitled to vote shall constitute a quorum.

A person may participate in a general meeting from within the Republic of Ireland through the medium of a conference telephone, video or any other form of communications equipment (Electronic Facility) provided all persons participating in the meeting are able to speak to each other throughout the meeting, if the Company decides prior to the meeting to permit attendance in such manner. A person participating in this way is deemed to be present at the meeting. The Company is under no obligation to offer or provide an Electronic Facility for the purposes of attending a general meeting.

The chairman of a general meeting shall be the chairman of the board provided he is physically present in the Republic of Ireland at the time of such general meeting or such other director as the directors have nominated to chair board meetings in the absence of the chairman of the board provided he is physically present in the Republic of Ireland at the time of such general meeting. Absent any such person being present within 15 minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting provided he is physically present in the Republic of Ireland at the time of such general meeting.

If no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting provided he is physically present in the Republic of Ireland at the time of such general meeting.

Even if a director or a representative of the auditor (if any) is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares provided he is physically present in the Republic of Ireland at the time of such general meeting or any separate meeting of Members holding a particular class of Shares.

The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum. The chairman may adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.

It is not necessary to give any notice of an adjourned meeting.

A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands, a poll is duly demanded. A poll may be demanded:

by the chairman; or

by at least two Members having the right to vote on the resolution; or

by any Member or Members present who, individually or collectively, hold at least 10% of the voting rights of all those who have a right to vote on the resolution; or

by a Member or Members holding Shares conferring a right to vote on the resolution being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right,

Unless a poll is duly demanded, a declaration by the chairman as to the result of a resolution and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of the number or proportion of the votes recorded in favour of or against the resolution.

The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The chairman shall announce any such withdrawal to the meeting and, unless another person forthwith demands a poll, any earlier show of hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution shall be put to the vote of the meeting.

A poll demanded on the question of adjournment shall be taken immediately.

A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and (subject to Article 11.1) place as the chairman directs, not being more than 30 Clear Days after the poll was demanded.

The demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.

A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than one place, the chairman may appoint scrutineers in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

If the votes on a resolution, whether on a show of hands or on a poll, are equal, the chairman shall not have a casting vote.

An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and

the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.

A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:

the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and

the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.

If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

Members may pass a resolution in writing without holding a meeting if the following conditions are met:

all Members entitled to vote:

sign a document; or

sign several documents in the like form each signed by one or more of those Members; and

the signed document or documents is or are delivered to the Company at the place and by the time nominated by the Company in the notice of the resolution including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose.

Each Member shall have one vote for each Share he holds which confers the right to receive and vote on a written resolution and unless the resolution in writing signed by the Member is silent, in which case all Shares held are deemed to have been voted, the number of Shares specified in the resolution in writing shall be deemed to have been voted.

If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.

If the Company has only one Member entitled to vote, and that Member records in writing his decision on a question, that record shall constitute both the passing of a resolution and the minute of it.

Voting rights of members

Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or a poll, and all Members holding Shares of a particular class are entitled to vote at a meeting of the holders of that class of Shares.

Members may vote in person or by proxy.

On a show of hands, every Member who is entitled to vote shall have one vote. For the avoidance of doubt, an individual who represents two or more such Members, including a Member in that individual’s own right, shall be entitled to a separate vote for each Member.

On a poll a Member who is entitled shall have one vote for each Share he holds, unless any Share carries special voting rights.

A fraction of a Share carrying the right to vote shall entitle its holder to an equivalent fraction of one vote.

No Member is bound to vote all his Shares or any of them; nor is he bound to vote each of his Shares in the same way.

If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of members shall be accepted to the exclusion of the votes of the other joint holders.

Save where otherwise provided, a corporate Member must act by one or more duly authorised representatives.

A corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.

The authorisation may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at which it is first used.

The directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.

Where a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative are personal acts of that Member.

A corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual notice of the revocation.

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Island or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

An objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

An instrument appointing a proxy shall be in any common form or in any other form approved by the directors. A Member may appoint more than one proxy to attend on the same occasion.

The instrument must be in writing and signed in one of the following ways:

by the Member; or

by the Member’s authorised attorney; or

if the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.

The directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.

A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with Article 12.18; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the Company had actual notice of the revocation.

Subject to the following Articles, the form of appointment of a proxy and any authority under which it is signed, or a copy of the authority certified notarially or in any other way approved by the directors, must be delivered so that it is received by the Company at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:

In the case of an instrument in writing, it must be left at or sent by post:

to the registered office of the Company; or

to such other place within the Island specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting.

If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:

in the notice convening the meeting; or

in any form of appointment of a proxy sent out by the Company in relation to the meeting; or

in any invitation to appoint a proxy issued by the Company in relation to the meeting.

Where a poll is taken:

if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under Article 12.21 not less than 24 hours before the time appointed for the taking of the poll;

if it is taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or an Electronic Record of the same) must be delivered as required under Article 12.21 not less than two hours before the time appointed for the taking of the poll.

If the form of appointment of proxy is not delivered on time, it is invalid.

A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.

Number of directors

Appointment, disqualification and removal of directors

There is no age limit for directors save that they must be aged at least 18 years.

No body corporate may be appointed as a director of the Company.

Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.

A director may be appointed by Ordinary Resolution or by the directors. Any appointment may be to fill a vacancy or as an additional director.

A remaining director may appoint a director even though there is not a quorum of directors.

No appointment can cause the number of directors to exceed the maximum; and any such appointment shall be invalid.

A director may be removed by Ordinary Resolution.

A director may at any time resign the office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions.

Unless the notice specifies a different date, the director shall be deemed to have resigned on the date on which the notice is delivered to the Company.

A director’s office shall be terminated:

if the director resigns his office by notice to the Company in accordance with Articles 14.8 and 14.9;

forthwith if he is prohibited by the law of the Island from acting as a director; or

forthwith if he is made bankrupt or makes an arrangement or composition with his creditors generally; or

forthwith if in the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as a director; or

forthwith if he is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or

forthwith if without the consent of the other directors, he is absent from meetings of directors for a continuous period of six months.

If the office of director is terminated or vacated for any reason, he shall thereupon cease to be a member of any committee of the board of directors of the Company.

Alternate directors

Any director (other than an alternate director) may appoint any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the director has given notice of the appointment to the other directors.

A director may revoke his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to the other directors.

A notice of appointment or removal of an alternate director must be given to the Company by any of the following methods:

by notice in writing in accordance with the notice provisions; or

if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 28.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; or

if the Company has an email address for the time being, by email to that email address or, otherwise, by email to the email address provided by the Company’s registered office (in either case, the email being deemed to be the notice unless Article 28.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate); or

if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing.

All notices of meetings of directors shall continue to be given to the appointing director and not to the alternate.

An alternate director, where so appointed and acting, shall (subject to these Articles) be entitled to:

attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director is not personally present provided always that such alternate director is physically located in the Republic of Ireland at the time of any such meeting;

sign any written resolution of the directors or a committee of the directors circulated for written consent provided always that such written resolution is signed in the Republic of Ireland; and

generally perform all the functions of the appointing director in his absence.

Save as otherwise provided in these Articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.

An alternate director shall automatically cease to be an alternate director if the director who appointed him ceases to be a director, or on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate’s appointer, would result in the termination of the appointer’s appointment as a director.

Powers of directors

Subject to the provisions of the Law, the Memorandum, these Articles and any directions given by Special Resolution, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company.

No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles or any direction given by Special Resolution. However, to the extent allowed by the Law, Members may in accordance with the Law validate any prior or future act of the directors which would otherwise be in breach of their duties.

The directors may appoint a director:

as chairman of the board of directors;

as managing director;

to any other executive office,

The appointee must consent in writing to holding that office.

Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director.

Where a chairman is appointed he shall, unless unable to do so or unless he is not physically located in the Republic of Ireland at the time of the relevant meeting, preside at every meeting of directors.

If there is no chairman, or if the chairman is unable to preside at a meeting, or is not physically located in the Republic of Ireland at the time of the meeting, that meeting may select its own chairman provided that such person shall be physically located in the Republic of Ireland at the time of such meeting; or the directors may nominate one of their number to act in place of the chairman should he ever not be available provided that such person shall be physically located in the Republic of Ireland at the time of such meeting.

Subject to the provisions of the Law and Article 16.9, the directors may also appoint any person, who need not be a director:

as Secretary; and

to any office that may be required,

The Secretary or Officer must consent in writing to holding that office.

A director, Secretary or other Officer of the Company may not hold office, or perform the services, of auditor.

Every director may be remunerated by the Company for the services he provides for the benefit of the Company, whether as director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at directors’ meetings.

A director’s remuneration shall be fixed by the Company by Ordinary Resolution. Unless that resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any other person connected to or related to him.

Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings.

Delegation of powers

The directors may delegate any of their powers to any committee consisting of one or more persons. The committee may include non-directors so long as the majority of persons on the committee are directors.

The delegation may be collateral with, or to the exclusion of, the directors’ own powers.

The delegation may be on such terms as the directors think fit, including (subject, mutatis mutandis, to Articles 17.1 and 17.4) provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will.

Subject to Article 17.5 below, unless otherwise permitted by the directors, a committee must follow the procedures prescribed in these Articles for the taking of decisions by directors, including the requirements set out in Articles 18.1 and 18.6.

Article 17.4 shall not prohibit any committee from meeting outside of the Republic of Ireland and making recommendations to the directors provided that any decision by the directors to act (or not act) on those recommendations must follow the procedures prescribed in these Articles for the taking of decisions by directors, including the requirements set out in Articles 18.1 and 18.6.

Subject to Article 17.9, the directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person to delegate all or any of that person’s powers. The directors may make that appointment:

by causing the Company to enter into a power of attorney or agreement; or

in any other manner they determine.

The directors may appoint any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company. The appointment may be:

for any purpose;

with the powers, authorities and discretions;

for the period; and

subject to such conditions,

Any power of attorney or other appointment may contain such provision for the protection and convenience of persons dealing with the attorney or authorised signatory as the directors think fit. Subject to Article 17.9, any power of attorney or other appointment may also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.

No powers of the directors may be exercised by any person outside the Republic of Ireland pursuant to Article 17.6, 17.7 or 17.8 unless approved at a meeting of the directors or a committee of the directors in either case held in accordance with these Articles.

Meetings of directors

Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit, provided that all meetings of the directors and any adjournments thereof shall be held in the Republic of Ireland and any decision reached or resolution passed by the directors at a meeting which is held outside the Republic of Ireland shall be invalid and have no effect.

Any director may call a meeting of directors at any time provided such director is physically located in the Republic of Ireland at the time of calling such meeting. The Secretary must call a meeting of the directors if requested to do so by a director.

Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral.

Subject to Article 18.1 and Article 18.6, a director may participate in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting.

Subject to Article 18.1 and Article 18.6, a director participating in this way is deemed to be present in person at the meeting and shall, subject to Article 19.5 and Article 19.6, be entitled to vote and be counted in the quorum accordingly.

The quorum for the transaction of business at a meeting of directors (including any adjourned meeting) may be fixed by the directors and, unless so fixed at any greater number, shall be two directors (or their alternate directors) present and entitled to vote, provided always that all of the directors participating in any such meeting shall be present in the Republic of Ireland throughout the meeting.

Subject to these Articles, an alternate director present at a meeting of directors shall, in the absence of the director for whom he acts as director, be counted in the quorum at the meeting and any director who is present and counts in the quorum at a board meeting shall also be counted in the quorum as one for each absent director for whom he acts as alternate director at the meeting.

If a quorum is not present within 15 minutes from the time specified for a meeting of directors, or if, during a meeting, a quorum ceases to be present, then the meeting shall be adjourned to the same day in the next week at the same time and place or such other day, time and place in the Republic of Ireland as the chairman may determine and if, at such adjourned meeting, a quorum is not present within 15 minutes from the time specified for the meeting of directors, those directors present shall be a quorum.

A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal the chairman shall not have a casting vote.

The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number but if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote, other than a defect relating to the requirements of Articles 18.1 and 18.6.

A director present at a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:

his dissent is entered in the minutes of the meeting; or

he has filed with the meeting before it is concluded a signed dissent from that action; or

he has forwarded to the Company as soon as practical following the conclusion of that meeting a signed dissent.

The directors may pass a resolution in writing without holding a meeting if the following conditions are met:

all directors are given notice of the resolution; and

the resolution is set out in a document or documents indicating that it is a written resolution; and

a majority of the directors who would have been entitled to vote on such resolution if it had been proposed at a meeting of the directors:

sign the same copy of resolution; or

sign counterparts of the resolution; or

otherwise indicate their agreement to the resolution in writing (including via email or other Electronic means); and

each of the directors who sign or indicate their agreement to the resolution in accordance with Article 18.13(c) do so in the Republic of Ireland (and the resolution includes a statement by each director confirming the place in which he has signed the resolution); and

the signed document or documents is or are delivered to the Company, including by delivery of an Electronic Record or by Electronic means to the address specified for that purpose.

Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs.

Permissible directors’ interests and disclosure

Save as expressly permitted by these Articles or as set out below, a director may not have a direct or indirect interest which to a material extent conflicts or may conflict with the interests of the Company or any subsidiary of the Company.

If, notwithstanding the prohibition in the preceding Article, a director discloses any direct or indirect interest in accordance with the next Article, he may:

be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary of the Company or in which the Company or any such subsidiary is or may otherwise be interested;

be interested in another body corporate promoted by the Company or any such subsidiary or in which the Company or any such subsidiary is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate.

The disclosure required by the preceding Article must be achieved by the interested director disclosing to his fellow directors, at the first meeting of the board at which the transaction or arrangement is considered after the director concerned becomes aware of the circumstances giving rise to his disclosure obligation or, failing this, as soon as practical after that meeting by notice in writing delivered to the Secretary, the nature and extent of his direct or indirect interest in a transaction or arrangement or series of transactions or arrangements entered into or proposed to be entered into by the Company or any subsidiary of the Company or in which the Company or any such subsidiary is or may otherwise be interested, which to a material extent conflicts or may conflict with the interests of the Company or any such subsidiary and of which the director is aware.

If a director has disclosed his interest in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for any benefit which he derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

For the purposes of the preceding Article, a director shall be taken to have sufficiently disclosed the nature and extent of any interest in a transaction or arrangement if:

the director gives a general notice to the other directors that a specific person or class of persons has an interest, of the nature and extent specified in the notice, in a transaction or arrangement; and

the director meets the description of the specified person or class of persons.

A director shall not be treated as having an interest in a transaction or arrangement if he has no knowledge of that interest and it is unreasonable to expect the director to have that knowledge.

A director may vote at a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly, so long as that director discloses his interest pursuant to these Articles. Subject to such disclosure, the director shall be counted towards a quorum of those present at the meeting and, if the director votes on the resolution, his vote shall be counted.

Where proposals are under consideration concerning the appointment of two or more directors to offices or employment with the Company, any subsidiary of the Company or any body corporate in which the Company is otherwise interested, the proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

Minutes

Accounts and audits

The directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements of the Law.

Members are only entitled to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or passed by Ordinary Resolution.

The Company’s accounts and associated directors’ report and auditor’s report (if any) that are required or permitted to be sent to any person pursuant to any law shall be treated as properly sent to that person if:

they are sent to that person in accordance with the notice provisions in Article 27; or

they are published on a website providing that person is given separate notice of:

the fact that the documents have been published on the website;

the address of the website;

the place on the website where the documents may be accessed; and

how they may be accessed.

If, for any reason, a person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents under Article 21.5.

Documents sent by being published on a website in accordance with the preceding two Articles are only treated as sent at least 14 Clear Days before the date of the meeting at which they are to be laid if:

the documents are published on the website throughout a period beginning at least 14 Clear Days before the date of the meeting and ending with the conclusion of the meeting; and

the person is given at least 14 Clear Days’ notice of the meeting.

If, for the purpose of a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting are not invalidated merely because by accident:

those documents are published in a different place on the website to the place notified; or

they are published for part only of the period from the date of notification until the conclusion of that meeting.

Unless the directors or the Members, by Ordinary Resolution, so resolve or unless the Law so requires, the Company’s accounts will not be audited. If the Members so resolve, the Company’s accounts shall be audited in the manner determined by Ordinary Resolution. Alternatively, if the directors so resolve, they shall be audited in the manner they determine.

Record dates

Dividends

Subject to the provisions of the Law, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend shall exceed the amount recommended by the directors. Any such declared dividend, subject to it not exceeding the amount recommended by the directors, shall be a debt owed by the Company due on the date that such dividend is declared to be payable or, if no date is specified, immediately.

Subject to the provisions of the Law, the directors may pay interim dividends in accordance with the respective rights of the Members. Any interim dividend shall not be a debt owed by the Company until such time as payment of the dividend is made.

In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

if the Company has different classes of Shares, the directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears;

subject to the provisions of the Law, the directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment; and

if the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.

Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

The directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or otherwise in relation to a Share.

If the directors so determine, any resolution determining a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets or the issue of Shares. If a difficulty arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following:

issue fractional Shares;

fix the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the rights of Members; and

vest some assets in trustees.

A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:

if the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose, by wire transfer to that bank account; or

by cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.

For the purpose of Article 23.7(a), the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purpose of Article 23.7(b), subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.

If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:

to the registered address of the Joint Holder of the Share who is named first on the register of members or to the registered address of the deceased or bankrupt holder, as the case may be; or

to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record.

Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.

Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.

If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member.

A dividend that remains unclaimed for a period of ten years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.

Capitalisation of profits

Subject to the Law, the directors may resolve to capitalise any part of the Company’s reserves not required for paying any preferential dividend.

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

by paying up the amounts unpaid on that Member’s Shares;

by issuing Fully Paid Shares or debentures of the Company to that Member or as that Member directs. The directors may resolve that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain partly paid.

Subject to the Law, if a fraction of a Share or a debenture is allocated to a Member, the directors may issue a fractional certificate to that Member or pay him the cash equivalent of the fraction.

Seal

The Company may have a seal if the directors so determine.

Subject to the provisions of the Law, the Company may also have:

an official seal or seals for use in any place or places outside the Island. Each such official seal shall be a facsimile of the original seal of the Company but shall have added on its face the name of the country, territory or place where it is to be used or the words “branch seal”; and

an official seal for use only in connection with the sealing of securities issued by the Company and such official seal shall be a copy of the common seal of the Company but shall in addition bear the word “securities”.

A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one of the following ways:

by a director (or his alternate) and the Secretary; or

by a single director (or his alternate).

If the directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:

by a director (or his alternate) and the Secretary; or

by a single director (or his alternate); or

by any other person authorised by the directors; or

in any other manner permitted by the Law.

The directors may determine that either or both of the following applies:

that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;

that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.

If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

Indemnity

To the extent permitted by law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer of the Company (including an administrator or liquidator) and their personal representatives against:

all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former Secretary’s or Officer’s duties, powers, authorities or discretions; and

without limitation to Article 26.1(a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in defending (whether successfully or otherwise in accordance with the Law) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Island or elsewhere.

To the extent permitted by law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in Article 26.1(a) or Article 26.1(b) on condition that the Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs.

To the extent permitted by law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty.

To the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against risks determined by the directors, other than liability arising out of that person’s own dishonesty:

an existing or former director (including alternate director), Secretary or other Officer or auditor of:

the Company;

a company which is or was a subsidiary of the Company;

a company in which the Company has or had an interest (whether direct or indirect); and

a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in Article 26.4(a) is or was interested.

Notices

Save where these Articles provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:

in writing signed by or on behalf of the giver in the manner set out below for written notices;

subject to Article 27.2, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records; or

where these Articles expressly permit, by the Company by means of a website.

Without limitation to Articles 15.1 to 15.3 inclusive (relating to the appointment and removal of alternate directors by directors), a notice may only be given to the Company in an Electronic Record if:

the directors so resolve;

the resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and

the terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from the meeting at which the resolution was passed.

A notice may not be given by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which notice may be sent.

A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or the Secretary or a Member. Without limitation to the Articles about the power to allow non-manual signatures and facsimile printing of the seal, the signature of a person on a notice given by the Company may be written, printed or stamped.

Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s registered address or the Company’s registered office, or posted to that registered address or registered office.

Where Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the register of members.

A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by the giver.

An Electronic Record may be signed by an Electronic Signature.

A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver.

A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

A notice shall be deemed to have been received by the intended recipient in accordance with the following table.

Method for giving notice

When deemed to be received

On the third day after the day when it was posted for an address within the United Kingdom, the Isle of Man, another Channel Island or Europe

On the fifth day after the day when it was posted for any other international address

For notice of a general meeting of Members, at the time and date that the recipient is deemed to have received notice of the publication (Articles 10.14 and 10.16)

For accounts and reports specified in Article 21.3, in accordance with Article 21.5

A Member present, either in person or by proxy, at any general meeting or at any meeting of the Members holding any class of Shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

Every person who becomes entitled to a Share shall be bound by any notice in respect of that Share which, before his name is entered in the register of members, has been duly given to a person from which he derives his title.

None of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of directors and written resolutions of Members.

Authentication of Electronic Records

Without limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 28.2 or Article 28.4 applies.

An Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied:

the Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by one or more of those Members; and

the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and

Article 28.7 does not apply.

For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 28.7 applies.

An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied:

the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers; and

the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and

Article 28.7 does not apply.

For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that director unless Article 28.7 applies.

For the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other manner permitted by these Articles.

A notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:

believes that the signature of the signatory has been altered after the signatory had signed the original document; or

believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or

otherwise doubts the authenticity of the Electronic Record of the document,

Winding up

If the Company is wound up, the liquidator or the directors, as the case may be, may, subject to these Articles and any other sanction required by the Law, do either or both of the following:

divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members;

vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.

No Member shall be compelled to accept any assets if an obligation attaches to them.

Post-Scheme Shares

In this Article only, the following definitions shall apply:

registered in the name of, or beneficially owned by, Takeda or any member of the Takeda Group or their respective nominees;

represented by Shire ADSs which are registered in the name of, or beneficially owned by, Takeda or any member of the Takeda Group or their respective nominees; or

held in treasury by the Company;

in issue at the date of the Scheme;

(if any) issued after the date of the Scheme and before the Voting Record Time; and

(if any) issued at or after the Voting Record Time and before the Scheme Record Time on terms that the original holder or any subsequent holder thereof was bound by the Scheme or in respect of which the original or any subsequent holder thereof shall have agreed in writing to be bound by the Scheme,

Notwithstanding any other provision of these Articles, if any Shares are issued to any person (a New Member) (other than to Takeda, any member of the Takeda Group or their respective nominee(s)) at any time after the Scheme Record Time (the Post-Scheme Shares), they shall, on issue, be immediately transferred to Takeda (or as it may direct) in consideration for (subject as hereinafter provided) the payment to the New Member of the Relevant Consideration (as defined in Article 30.4 below).

On any reorganisation of, or material alteration to, the share capital of either the Company or Takeda (including, without limitation, any subdivision or consolidation) carried out after 8 January 2019, the value of the Relevant Consideration shall be adjusted by the directors in such manner as the auditors of the Company may determine to be appropriate to reflect such reorganisation or alternation. References in this Article to shares shall, following such adjustment, be construed accordingly.

In this Article, Relevant Consideration means a cash payment in pounds Sterling equal to the value of 0.839 New Takeda Shares and 30.33 US Dollars (or such greater or lesser number of New Takeda Shares and amount as may be due under the Scheme if modified in accordance with its terms) for each Post-Scheme Share as the relevant New Member would have been entitled to pursuant to the Scheme had each Post-Scheme Share been a Scheme Share (as defined in the Scheme). The cash value of the New Takeda Shares for the purposes of this Article shall be calculated based on the mid-market quotation at the close of business of the Tokyo Stock Exchange on the date of the issue of the Post-Scheme Shares. Values shall, where required, be converted to pounds Sterling at the closing rate for the relevant date of issue of the Post-Scheme Shares from Bloomberg.

To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney (under the Powers of Attorney (Jersey) Law 1995, and on the basis that any such appointment shall be irrevocable for a period of one year from the date upon which such New Member is issued the Post-Scheme Shares for that New Member) or agent for the New Member to transfer the Post-Scheme Shares to Takeda and/or its nominee(s) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney or agent be necessary or desirable to vest the Post-Scheme Shares in Takeda or its nominee(s) and, pending such vesting, to exercise all such rights attaching to the Post-Scheme Shares as Takeda may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of Takeda) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed by Takeda. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member in favour of Takeda and/or its nominee(s) and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register Takeda and/or its nominee(s) as holder thereof and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. Takeda shall, subject to Article 30.2, pay (or procure the payment of) the Relevant Consideration per Post-Scheme Share as soon as practicable and in any event within 45 Scheme Business Days of the issue of the Post-Scheme Shares to the New Member.

No amounts of cash less than one penny shall be paid to any New Member pursuant to this Article and the aggregate amount of cash to which a New Member would otherwise have become entitled shall be rounded down to the nearest whole penny.