CIRCULAR TO THE SHAREHOLDERS OF ICG UCITS FUNDS (IRELAND) P.L.C.
This document is important and requires your immediate attention. If you are in doubt about the contents of this document, you should consult your stockbroker, investment advisor/consultant, bank manager, solicitor, accountant or other professional adviser.
If you have sold or transferred all of your shares in the Company, you should pass this document, together with the relevant accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was made for transmission to the purchaser or transferee as soon as possible.
Capitalised terms used in this document shall bear the same meaning as the capitalised and defined terms used in the prospectus of the Company (the "Prospectus"). A copy of the Prospectus is available upon request during normal business hours from the registered office of the Company.This
circular is not required to be and has not been reviewed by the Central Bank of Ireland (the "Central Bank").
The Directors of the Company are the persons responsible for the information contained in this document.
The Shareholders of the Company are each requested to consider the passing of the Special Resolutions set out in Appendix I.
NOTICE CONVENING THE ANNUAL GENERAL MEETING TO BE HELD AT 9.00am IRISH TIME, 18TH NOVEMBER 2016 AT 2ND FLOOR, BLOCK E, IVEAGH COURT, HARCOURT ROAD, DUBLIN 2 IS SET OUT IN APPENDIX I.
FORMS OF PROXY SHOULD BE RETURNED BY
9.00 A.M. ON WEDNESDAY 16TH NOVEMBER 2016
Carne Global Financial Services Limited 2nd Floor, Block E, lveagh Court Harcourt Road
Dublin 2 Ireland
ICG UCITS FUNDS (IRELAND) P.L.C.
2No FLOOR BLOCK E IVEAGH COURT HARCOURT ROAD DUBLIN 2
Date: 171h October 2016
ICG UCITS Funds (Ireland) pie (the "Company")
We are writing to you in your capacity as a shareholder to notify you that the directors of the Company (the "Directors") have resolved to convene the Annual General Meeting ("AGM") of the Company to be held on Friday 181h November 2016 at 09.00 am Irish time at 2nd Floor, Block E, lveagh Court, Harcourt Road,Dublin 2. In addition to the ordinary business of the AGM, the Shareholders will be asked at the AGM to consider proposals to amend the Memorandum and Articles of Association of the Company (the "M&A").
The purpose of the proposed changes is to comply with a number of recent legislative and regulatory changes, as well as a number of more general changes to reflect developments in the practice of managing and operating UCITS investment funds such as the Company.
The text of the proposed changes to the M&A is set out in marked-up format in the attached Schedule A These amendments require the approval of the Shareholders of the Company by means of a special resolution. The Directors reserve the right to propose other amendments to the M&A to be approved by Shareholders at the AGM.
B. AMENDMENTS TO THE M&A .
(a) Appointment of the Depositary
Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 ("UCITS V") which amends Directive 2009/65/EC of the European Parliament as implemented in Ireland by the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 as amended by the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016, requires that each UCITS must appoint an independent Irish regulated depositary. The depositary must carry out multiple functions including safekeeping of assets, regulatory oversight, cash- flow monitoring of the UCITS. In effect the depositary has replaced the role of the custodian in the Company structure. The M&A must therefore be updated to reflect this appointment and in particular to change all references of "Custodian" to "Depositary".
(b) Valuation of Investments
The Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2015 (the "Central Bank Regulations") provide that "The valuation policy shall be included in the constitutional document of the UCITS." The Company is required to ensure that a proper and independent valuation of assets can be performed in accordance with the provisions of the M&A. Specific
ICG UCITS Funds (Ireland) pie is an umbrella type company with variable capital and segregated between sub-fonds incorporated under the Companies Act 2014 and registered in Ireland. Registered Number: 523039 ·
Directors: Jason Vickers (UK), Roddy Stafford and John Skelly Registered Office: As above
details on the methods of valuation of the assets of the Company are set out in the Prospectus
(c) Revised References to the Companies Act
The Companies Act 2014 was signed into law in Ireland on 23 December 2014 and came into effect from 1 June 2015. All references to the "Companies Acts 1963 - 2012" have now been amended to refer to the "Companies Act 2014" to reflect this change.
(d) The Central Bank Regulations
The Central Bank Regulations have superseded the Central Bank's series of UCITS Notices and Guidance Notes. Accordingly, it is proposed to update the M&A to ensure alignment with the provisions of the Central Bank Regulations.
The Governments of Ireland and the United States have signed an agreement to improve International Tax Compliance and to implement FATCA (the "IGA"). The IGA provides for the automatic reporting and exchange of information in relation to accounts held in Irish 'financial institutions' by US persons and the reciprocal exchange of information regarding US financial accounts held by Irish residents. Accordingly, disclosure in relation to the FATCA has been inserted in the M&A. FATCA is a U.S. tax initiative aimed at combatting tax evasion by U.S. persons including US residents and citizens. The Directors, to ensure compliance with FATCA, may require certain Shareholders to provide certain information or confirmations or share information with relevant tax or other government authorities.
On 17 December 2015, regulations implementing the OECD Common Reporting Standard ("CRS") in Ireland were signed. The adoption of CRS by Ireland means that from 1 January 2016, most Irish investment funds are required to put in place procedures to gather certain information about their investors. Accordingly, disclosures in relation to CRS have been inserted in the M&A.
All legislative, regulatory and taxation disclosures not directly connected to the above outlined matters have been updated to reflect recent changes. Miscellaneous changes have been made to reflect legal and regulatory advice.
C SHAREHOLDERS' APPROVAL
The changes as summarised above and as set out in Schedule A may not be made and a new M&A cannot be adopted without the approval by special resolution of the Shareholders. For this purpose, an AGM of the Company is being convened and will take place at 2nd Floor, Block E, lveagh Court, Harcourt Road, Dublin 2, Ireland at 9.00am on 15th November 2016. Formal notice of the AGM is attached at Appendix I hereto.
The notice sets out the text of the special resolution to be proposed at the AGM. Special resolution cannot be passed unless it receives the support of at least 75% of the total number of votes cast for and against it. If the resolution is passed by the requisite majority, it will be binding on all Shareholders irrespective of how (or whether) they voted.
The quorum for the AGM is two Shareholders present (in person or by proxy) entitled to vote. If such a quorum is not present within half an hour from the time appointed for the AGM, or if during an AGM
a quorum ceases to be present, the AGM shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the Directors may determine.
D. PROXY FORMS
A proxy form to enable you to vote at the AGM is enclosed with this circular at Appendix II. Please read the notes printed on the form which will assist you in completing and returning the form. To be valid, your form of proxy must be received at the registered office of the Company or at such other place as is specified in the notice of the AGM before the time appointed for the holding of the AGM or adjourned AGM. You may still attend and vote at the AGM even if you have appointed a proxy, but in such circumstances, the proxy is not entitled to vote.
E. EFFECTIVE DATE OF CHANGES IF APPROVED
Subject to Shareholder approval, the changes to the M&A will take effect from the date of Shareholder approval.
Copies of the existing and the proposed amended M&A, together with the Prospectus and the Supplement for the Fund, copies of the key investor information document and the latest annual reports and semi-annual reports, are available for inspection free of charge during normal business hours from the date of this circular up to and including the time of, and during, the AGM (and any adjourned AGM) at the registered office of the Company at 2nd Floor, Block E, lveagh Court, Harcourt Road, Dublin 2, Ireland.
G. RECOMMENDATION AND ACTION TO BE TAKEN
The Directors are of the opinion that the proposed amendments to the M&A as set out in Schedule A are in the best interests of Shareholders as a whole, and accordingly recommend that you vote in favour of the resolutions set out in the notice of the AGM. We would be grateful of your support for the resolutions either in presence at the AGM or by proxy. If you do not wish to attend the AGM, please complete the enclosed proxy and return it for the attention of Adrian Craig and or Dervla Mulligan c/o Carne Global Financial Services Limited, 2nd Floor, Block E, lveagh Court, Harcourt Road, Dublin 2, Ireland, or by email to carnecosec@,carnegroup.com by 9.00 am (Irish time) on 161h November 2016.
The Directors accept responsibility for the information contained in this circular.
If you have any questions relating to this matter, you should either contact your relationship manager or, alternatively, your investment consultant.
We thank you for your continuing support of the Company. Yours faithfully,
for and on behalf of
ICG UCITS Funds (Ireland) p.l.c
Schedule A: Amendments to the M&A Appendix I: Notice of the AGM of the Company
Appendix II: Form of proxy for the AGM of the Company
AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION
COMPANIES ACTS, 1963 TO 2012ACT 2014
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2011 2011, AS AMENDED
A PUBLIC COMPANY LIMITED BY SHARES
AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL
AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDS
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
ICG UCITS FUNDS (IRELAND) PUBLIC LIMITED COMPANY
Incorporated on 29 January 2013 with registered number 523039
(as amended by special resolutionresolutions dated 26 August 2013 and dated [ ] 2016)
COMPANIES ACTS, 1963 TO 2012ACT 2014
EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2011 2011, AS AMENDED
A PUBLIC COMPANY LIMITED BY SHARES
AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL
AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDS
MEMORANDUM OF ASSOCIATION OF
ICG UCITS FUNDS (IRELAND) PUBLIC LIMITED COMPANY (THE" "COMPANY"")
(as amended by special resolutions dated 26 August 2013 and dated [ ] 2016)
1 The name of the Company is "ICG UCITS Funds (Ireland) Public Limited Company".
2 The Company is a public limited company being an investment company with variable capital and segregated liability between sub-funds having as its sole object the collective investment in transferable securities and/or other liquid financial assets referred to in Regulation 68 of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011 (S.I. No. 352 of 2011) as may be amended, supplemented or consolidated from time to time (the "Regulations"), which for the avoidance of doubt, shall include reference to the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment Regulations 2016), of capital raised from the public operating on the principle of risk spreading in accordance with the Regulations. The Company may take any measures and carry out any operations including the exercise of ancillary powers listed hereafter in the pursuit of the accomplishment and development of its sole object to the full extent permitted by applicable law.
3 The powers of the Company to attain the said object are:
to carry on business as an investment company and to acquire, dispose of, invest in and hold by way of investment, shares, stocks, securities, bonds, obligations, certificates of deposit, treasury bills, trade bills, bank acceptances, bills of exchange, fixed rate securities, variable or floating rate securities, securities in respect of which the return and/or repurchase amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps, options contracts, contracts for differences, commodities, forward rate agreements, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities and securities of all kinds created, issued or guaranteed by any government, sovereign, ruler, commissioners, body or authority, supreme, state, municipal, local, supranational or otherwise, in any part of the world, or by any company, bank, association or partnership, whether with limited or unlimited liability constituted or carrying on business or activities in any part of the world, units of or participation in any unit trust scheme, mutual fund or collective investment scheme in any part of the world, policies of insurance and assurance, domestic and foreign currency and any present or future rights and interests to or in any of the foregoing, to subscribe for the same either conditionally or otherwise, to enter into underwriting, stock-lending and repurchase and similar contracts with respect thereto, to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof and from time to time to sell,
exchange, lend, vary or dispose of and grant and dispose of options over any of the foregoing and to deposit money (or place money on current account) with such persons in such currencies and otherwise on such terms as may seem expedient;
to deposit money, securities and/or property to or with such persons, and on such terms as may seem expedient and to discount, buy and sell bills, notes, warrants, coupons and other negotiable or transferable instruments, securities or documents of whatsoever nature;
Toto establish or acquire any wholly owned subsidiary or subsidiaries of the Company for the benefit of the Company as a whole and in accordance with the conditions identified in the Regulations (the investments, assets and shares of which are held by the CustodianDepositary or sub-custodian appointed by the CustodianDepositary with the prior approval of the Central Bank) and to capitalise any such subsidiary in any manner as the Directors of the Company may from time to time consider appropriate including by way of share capital, loan or otherwise;
where required for the direct pursuit of the business of the Company, to acquire by purchase, lease, exchange, hire or otherwise lands and real or personal property wheresoever situate of any kind or of any tenure or any interest in the same; to erect and construct houses, buildings or works of every description on any land of the Company, or on any other lands or property, and to pull down, rebuild, enlarge, alter or improve existing houses, buildings or works thereon and generally to manage deal with and improve the property of the Company; and to sell, lease, let, mortgage or otherwise dispose of the lands, houses, buildings, and other property of the Company;
to carry on business as capitalists and financiers, and to undertake and carry on all kinds of financial, trust, agency, broking, and other operations including underwriting, issuing on commission or otherwise of stocks and securities of all kinds;
to receive money on loan and to borrow or raise money in any currency and secure or discharge any debt or obligation of or binding on the Company in any manner and in particular by the issue of debentures and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien against the whole or any part of the Company's property or assets (whether present or future) including uncalled capital and also by a similar mortgage charge or lien to secure or guarantee the performance of any obligation or liability undertaken by the Company;
to guarantee the payment of money by or the performance of any contracts, liabilities, obligations, or engagements of any company, firm or person and to grant guarantees and indemnities of every description, and to undertake obligations of every description;
to enter into any arrangements with any government, or authority, supreme, municipal, local
or otherwise, and to obtain from any such government or authority any rights, concessions and privileges that may seem conducive to the objects of the Company or any of them;
to employ any person, firm, company or other body to investigate and examine the conditions, prospects, values, character and circumstances of any business concern or undertaking and generally of any assets, concessions, properties or rights;
to take out, acquire, surrender and assign policies of assurance with any insurance company or companies it may think fit payable at fixed or uncertain dates or on the happening of any contingency whatsoever and to pay the premiums thereon;
to promote and aid in promoting, constitute, form or organise companies, syndicates or partnerships of all kinds for the purpose of acquiring and undertaking any property and liabilities of the Company, or of advancing directly or indirectly the objects thereof, or for any purpose that the Company may think expedient;
to promote and aid in promoting, constitute, form or organise any company or companies, syndicates or partnerships of all kinds in any part of the world and to subscribe for shares therein or other securities thereof for the purpose of carrying on any business that the Company is authorised to carry on or of advancing directly or indirectly the objects thereof, or for any other purpose that may seem directly or indirectly calculated to benefit the Company;
to amalgamate or enter into partnership or into any arrangement for sharing profits, union of interest, joint venture, reciprocal concessions or co-operation with any person or company carrying on, engaged in, or about to carry on or engage in any business or transaction that the 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 the Company, and to take or otherwise acquire and hold, sell, re-issue, or otherwise deal with shares or stock in or securities or obligations of, and to subsidise or otherwise assist any such securities or obligations or any dividends on any such shares or stock;
to apply for, purchase or otherwise acquire any patents, trademarks, copyrights, designs, licences, and like rights, conferring an exclusive or limited right to use, or any secret or other information as to any invention that 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, sell, mortgage, grant licences in respect of, or otherwise turn to account the rights and information so acquired;
to establish and/or carry on any other business or businesses that may seem to the Company capable of being conveniently carried on in connection with any business that the Company is authorised to carry on, or may seem to the Company calculated directly or indirectly to benefit the Company or to enhance the value of or render profitable any of the Company's properties or rights;
to acquire and carry on all or any part of the business, goodwill or property, and to undertake any liabilities of any person, firm, association or company possessed of property suitable for any of the purposes of the Company, or carrying on or proposing to carry on any business that the Company is authorised to carry on, and as the consideration for the same to pay cash or to issue any fully or partly paid up shares, debentures, or obligations of the Company or undertake all or any of the liabilities of such person, firm association or company;
to create, issue, make, draw, accept and negotiate redeemable debentures or bonds or other obligations, bills of exchange, promissory notes or other negotiable instruments;
to distribute among the members of the Company in specie any assets of the Company or any proceeds of sale or disposal of any assets of the Company;
to sell, let, develop, dispose of or otherwise deal with the undertaking or all or any part of the property real or personal, rights or privileges of the Company on such terms as the Company may think fit, with power to accept as the consideration, any shares, stocks, debentures, securities or obligations of or interest in any other company;
to establish and support or aid in the establishment and support of associations, institutions and conveniences calculated to benefit any of the employees or ex-employees of the Company or any associated company, or the dependants or connections of such persons, and to grant pensions and allowances and to make payment towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition, or for any public general or useful object;
to remunerate any companies, firm or person for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures or other securities of the Company or in or about the promotion of the Company or the conduct of its business and whether by cash payment or by the allotment to him or them of stocks, shares, debentures, bonds or other securities of the Company, credited as paid up in full in part or otherwise;
to promote any company or companies for the purpose of its or their acquiring all or any of
the property, rights and liabilities of the Company, or for any other purpose that may seem directly or indirectly calculated to benefit the Company and to pay all the expenses of or incidental to such promotion;
to pay out of the funds of the Company all expenses that the Company may lawfully pay incidental to the formation, registration and advertising of or raising money for the Company and the issue of its capital or any class thereof, including brokerage and commissions for obtaining applications for or taking, placing or procuring the underwriting of shares, stocks, debentures, bonds or other securities of the Company and any other expenses that the directors shall consider to be in the nature of preliminary expenses and to amortise such expenses over such period or periods as the directors may determine;
to pay for any property or rights acquired by the Company either in cash or by the issue of fully paid shares of the Company;
to withhold or deduct from any payment to be made to a shareholderShareholder of the Company any amount for or on account of any taxes imposed or required to be withheld by any jurisdiction or, where no payment is due to be made, to appropriate or cancel the number of shares required to meet any such tax liability;
to exercise all or any of the powers aforesaid in any part of the world, and as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, attorneys or otherwise, and either alone or in conjunction with others;
subject to the requirements of law, to convert to an Irish collective-asset management vehicle ("ICAV") and apply to the Central Bank to be registered as an ICAV by way of continuation;
to do all such other things as the Company may deem incidental or conducive to the attainment of any of the objects of the Company; and
to procure the Company to be registered or recognised in any part of the world outside Ireland.
Each of the ancillary powers of the Company (whether enumerated or not) is to be interpreted and exercised as ancillary to the objects of the Company but separate from and ranking equally to any other ancillary power.
The word company (except where used in reference to this Company) in this item shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated.
The liability of the members is limited.
7 The share capital of the Company shall be equal to the value for the time being of the issued share capital of the Company.
8 The initial authorised share capital of the Company is 300,000 non-participating subscriber shares of one euro each and 500,000,000,000 shares of no par value initially designated as unclassified participating shares. The capital may be divided into different classes of shares with any restrictions or preferential, deferred or special rights or privileges attached thereto and from time to time may be varied so far as may be necessary to give effect to any such restrictions or rights or privileges. The minimum issued share capital of the Company shall be two subscriber shares of no par value.
9 This memorandum shall not be amended without the prior approval of the Central Bank of Ireland.
WE, the several persons whose names and addresses are subscribed, wish to be 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 subscriber shares taken by each subscriber
Deirdre McIlvenna 6 Kilbride Road Killester
Hayley Purcell "Journey's End" Foxrock Park Foxrock
Total number of subscriber shares taken: Two
Dated 24 January 2013
Witness to the above signatures:
Fearghal De Feu 135 Rathgar Road Rathgar
ARTICLES OF ASSOCIATION OF
ICG UCITS FUNDS (IRELAND) PUBLIC LIMITED COMPANY CONTENTS
(as amended by special resolutions dated 26 August 2013 and [ ] 2016)
PART I - PRELIMINARY 1112
1 Interpretation 1112 PART II - SHARE CAPITAL, UMBRELLA FUND AND RIGHTS 12
2 Share capitalCapital 12
3 Umbrella fundFund 12
4 Issue of shares 12
5 Variation of rights 13
6 Trusts not recognised 1314
7 Disclosure of interests 1314
8 Payment of commission 1415 PART III - REPURCHASE AND EXCHANGE OF SHARES 15
9 Right of repurchase 15
10 Right of Exchange 15 PART IV - SHARE CERTIFICATES/ SHARE WARRANTS 15
11 Confirmations of ownership/share certificates 15
12 Balance and exchange certificates 1516
13 Share warrants 1516
14 Replacement of share certificates and share warrants 16
15 Other methods of recording title 1617 PART V - TRANSFER OF SHARES 1617
16 Form of instrument of transfer 1617
17 Execution of instrument of transfer 1617
18 Payment of taxation on transfer 1617
19 Refusal to register transfers 1617
20 Procedure on refusal 1718
21 Closing of transfer books 1718
22 Registration fees 1718
23 Retention of transfer instruments 1718
24 Renunciation of allotment 1718
25 Compulsory transfer of shares 1718 PART VI - TRANSMISSION OF SHARES 18
26 Death of shareholderShareholder 18
27 Transmission on death or bankruptcy/minors 1819
28 Rights before registration 1819 PART VII - ALTERATION OF SHARE CAPITAL 1819
29 Increase of capital 1819
30 Consolidation, sub-division and cancellation of capital 1819 PART VIII - GENERAL MEETINGS 1920
31 Annual general meetings 1920
32 Extraordinary general meetings 1920
33 Convening general meetings 1920
34 Notice of general meetings 1920 PART IX - PROCEEDINGS AT GENERAL MEETINGS 2021
35 Quorum for general meetings 2021
36 Special business 2021
37 Chairman of general meetings 2021
38 Directors' and auditorsAuditors' right to attend general meetings 2021
39 Adjournment of general meetings 21
40 Determination of resolutions 2122
41 Entitlement to demand poll 2122
42 Taking of a poll 2122
43 Votes of shareholdersShareholders 22
44 Written resolutions 22Resolutions 23
45 Chairman's casting vote 2223
46 Voting by joint shareholders 22Shareholders 23
47 Voting by incapacitated shareholders 22Shareholders 23
48 Restriction of voting rights 2324
49 Time for objection to voting 2324
50 Appointment of proxy 2324
51 Bodies corporate acting by representatives at meetings 24
52 Deposit of proxy instruments 2425
53 Effect of proxy instruments 2425
54 Effect of revocation of proxy or of authorisation 2425
55 Class meetings 24Meetings 25
PART X - DIRECTORS 2526
56 Number of directors 25Directors 26
57 Share qualification 2526
58 Ordinary remuneration of directors 25Directors 26
59 Special remuneration of directors 25Directors 26
60 Expenses of directors 25Directors 26
61 Alternate directors 25Directors 26
PART XI - POWERS OF DIRECTORS 2627
62 Directors' powers 2627
63 Power to delegate 2627
64 Appointment of attorneys/agents/delegates 26/Depositary 27
65 Borrowing powers 2728
66 Execution of negotiable instruments 2728 PART XII - APPOINTMENT AND RETIREMENT OF DIRECTORS 2728
67 No retirement by rotation 2728
68 Eligibility for appointment 2728
69 No retirement on account of age 2829
70 Appointment of additional Directors 2829 PART XIII - DISQUALIFICATION AND REMOVAL OF DIRECTORS 2829
71 Disqualification of directors 28Directors 29
72 Removal of directors 29Directors 30
PART XIV - DIRECTORS' INTERESTS 2930
73 Directors' interests 2930
74 Restriction on directorsDirectors' voting 3031 PART XV - PROCEEDINGS OF DIRECTORS 3132
75 Convening and regulation of directorsDirectors' meetings 3132
76 Quorum for directorsDirectors' meetings 3132
77 Voting at directorsDirectors' meetings 3132
78 Telecommunication meetings 3133
79 Chairman of the board of directors 32Directors 33
80 Validity of acts of directors 32Directors 33
81 Directors' resolutions or other documents in writing 3233 PART XVI - THE SECRETARY 3233
82 Appointment of secretary 32Secretary 33
PART XVII - THE SEAL 3334
83 Use of seal 33Seal 34
84 Seal for use abroad 3334
85 Signature of sealed instruments 3334 PART XVIII - DIVIDENDS AND RESERVES 3334
86 Declaration of dividends 3334
87 Eligibility for dividends 3435
88 Deduction from dividend 34Dividend 35
89 Unclaimed dividends 3435
90 Currency of dividend 34Dividend 36
91 Payment of dividend 34Dividend 36
92 Joint shareholders 35Shareholders 36
PART XIX - ACCOUNTS 3536
93 Accounts 3536 PART XX - NOTICES 3637
94 Notices in writing 3637
95 Service of notices 3637
96 Service of notice on joint shareholders 37Shareholders 38
97 Service of notice on transfer or transmission of shares 3738
98 Signature to notices 3739
99 Deemed receipt of notices 3739 PART XXI - WINDING UP 3739
100 Distribution on winding up 3739
101 Distribution in specie 3839 PART XXII - MISCELLANEOUS 3840
102 Minutes of meetings 3840
103 Inspection and secrecy 3840
104 Destruction of records 3940
105 Untraced shareholders 39Shareholders 41
106 Indemnity and Insurance 4041
107 Overriding provisions 4143
108 Segregation of liability 41Liability 43
109 Restriction on modifications to memorandumMemorandum and articles 42Articles 44
110 Conversion to ICAV 44
111 Cross Investment 44
APPENDIX I: 45
APPENDIX II: 51
ISSUE OF SHARES 4951
1 Terms and conditions of issue of shares 4951
2 Subscription price of shares 5153
3 Allotment of shares for non -cash consideration 5254
4 Preliminary/subscription charge 5254
5 No shares allotted when calculation of net asset valueNet Asset Value suspended 5355
6 Issue of fractions of shares 5355
7 Minimum initial investment amount 53Initial Investment Amount 55
8 Information Exchange 55
8 Funds 53
9 Fund exchanges 54Funds 56
10 Fund exchanges 57
11 Termination of funds 56Funds 59
RIGHT OF REPURCHASE 5761
1113 Shareholders' right to request a repurchase of shares 5761 1214 Repurchase mechanism 5761 1315 Repurchase price of shares 5962 1416 Limitations on repurchase 6064 DETERMINATION OF NET ASSET VALUE 6165
1517 Determination of net asset value 61Net Asset Value 65
1618 Suspension of determination of net asset value/ postponement of a dealing day62Net Asset Value/ Post 1719 Notification of suspension to competent authority, stock exchanges and shareholders63Central Bank, St 1820 Compulsory repurchaseRepurchase or transferTransfer of shares 63Shares 67
INVESTMENT OF ASSETS 6570
1921 Investment of assetsAssets of the Company 6570 CUSTODIAN 66 DEPOSITARY 70
2022 Appointment of custodian 66Depositary 70
2123 Appointment of sub-custodians 6671
2224 Remuneration of custodian 66Depositary 71
2325 Retirement or replacement of custodian 67Depositary 71
EQUALISATION PAYMENTS 6772
2426 Equalisation payments 67Payments 72
DEALINGS IN SHARES 6873
2527 Dealings in shares 6873
APPENDIX III: 74
DETERMINATION OF NET ASSET VALUE 6974
COMPANIES ACTS, 1963 TO 2012ACT 2014
THE EUROPEAN COMMUNITIES (UNDERTAKINGS FOR COLLECTIVE INVESTMENT IN TRANSFERABLE SECURITIES) REGULATIONS, 2011 2011, AS AMENDED
A PUBLIC COMPANY LIMITED BY SHARES
AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL
AN UMBRELLA FUND WITH SEGREGATED LIABILITY BETWEEN SUB-FUNDS
ARTICLES OF ASSOCIATION OF
ICG UCITS FUNDS (IRELAND) PUBLIC LIMITED COMPANY (THE ""COMPANY"")
(as amended by special resolutions dated 26 August 2013 and [ ] 2016)
PART I - PRELIMINARY
The regulations contained in Table A in the First Schedule toSections 65, 77 to 81, 83(1) and (3), 94(8), 95(1)(a), 95(2)(a), 96(2)-(11), 124, 125, 126, 144(3), 144(4), 148(2), 155(1), 158(3),
159 to 165, 178(2), 181(1) and (6), 182(2), 182(5), 183(3), 186(c), 187, 188, 218(3)-(5), 229,
230, 338(5), 618(1)(b), 1090, 1092 and 1113 of the Companies Act, 1963 shall not apply to the Company.
Expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form. Expressions in these Articles referring to execution of any document shall include any mode of execution, whether under seal or under hand.
Unless specifically defined herein or in Appendix I or unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Companies ActsAct but excluding any statutory modification thereof not in force when these Articles become binding on the Company.
The table of contents, headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.
References in these Articles to any enactment or any section or provision thereof shall mean such enactment, section or provision as the same may be amended and may be from time to time and for the time being in force.
In these Articles, the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.
References in these Articles to "EUR" are to the currency for the time being of the European Monetary Union Member States. References to the foregoing currency shall include any successor currency.
PART II - SHARE CAPITAL, UMBRELLA FUND AND RIGHTS
2 Share Capital
The authorised share capital of the Company is 300,000 Subscriber Shares and 500,000,000,000 shares of no par value initially designated as unclassified participating shares.
3 Umbrella Fund
The Company is an "umbrella fund" comprising separate portfolios of assets and liabilities attributable thereto, referred to herein as Fund(s) as further described in item 89 of Appendix II, by reference to which shares are issued.
4 Issue of shares
Shares may only be issued as fully paid and shall have no par value.
The amount of the paid up share capital of the Company shall at all times be equal to the Net Asset Value of the Company.
The Directors may from time to time issue fractions of shares. Notwithstanding anything contained in these Articles, the holder of a fraction of a share may not exercise any voting rights in respect of such share.
The Directors may issue any of the unclassified shares as participating shares in a Fund with such rights or restrictions as the Directors may determine. The Directors may issue more than one class of shares that participate in a Fund. The provisions contained in items 1 to 7 of Appendix II shall govern the terms and conditions relating to the issue of shares.
The Directors, on the allotment and issue of any shares, may impose restrictions on the transferability or disposal of the shares as may be considered by the Directors to be in the best interests of the Shareholders as a whole.
The Directors may in their absolute discretion refuse to accept any application for shares in the Company or accept any application in whole or in part.
The Directors are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities, including fractions thereof, (as defined for the purposes of section 20Section 1021 of the 1983Companies Act) up to an amount equal to the authorised but as yet unissued share capital of the Company.
Shares issued solely for the purposes of the incorporation of the Company and to enable the Company to seek authorisation under the Regulations from the Competent AuthorityCentral
Bank will be issued at an issue price of EUR1 per share and shall be known as Subscriber Shares. Subscriber Shares may be redeemed by the Company at any time after the first issue of shares is effected after the Initial Offer Period. The price at which each Subscriber Share may be redeemed shall be EUR1.
Notwithstanding any other provision of these Articles, the Directors may permit title to the shares to be transferred by means of a computer-based system and the Directors shall have the power to implement any arrangements that they think fit for evidencing title and arranging transfer of such shares and may implement any ancillary arrangements (including any anti-money laundering requirements) that seem to them necessary or desirable in respect of shares to be transferred through such a system.
Variation of rights
Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Shareholders of three-fourths in number of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the Shareholders of the shares of the class, and may be so varied or abrogated either while the Company is a going concern or during or in contemplation of a winding-up but such consent or sanction will not be required in the case of a variation, amendment or abrogation of the rights attached to any shares of any class if, in the view of the Directors, such variation, amendment or abrogation does not materially prejudice the interests of the relevant Shareholders or any of them. Any such variation, amendment or abrogation will be set out in a supplement to (or re-statement of) the Prospectus or the relevant Supplement originally issued in connection with the relevant shares, a copy of which will be sent to the relevant Shareholders entered on the Register on the date of issue of such document and will be binding on the relevant Shareholders. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third of the issued shares of the class in question and the quorum at an adjourned meeting shall be one person holding shares of the Class in question or his proxy.
The rights conferred on the Shareholders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the shares of that Class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or subordinate thereto.
Trusts not recognised
Except as required by law, no person shall be recognised by the Company as holding any share on 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 Shareholder. This shall not preclude the Company from requiring the Shareholders or a 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.
7 Disclosure of interests
Notwithstanding the provisions of the immediately preceding Article, the Directors, at any time and from time to time if, in their absolute discretion, they consider it to be in the interests of the Company to do so, may give a notice to the Shareholder or Shareholders of any share (or any of them) requiring such Shareholder or Shareholders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than 28 days from the date of service of such notice) of full and accurate particulars of all or any of the following matters, namely:
his interest in such share;
if his interest in the share does not consist of the entire beneficial interest in it, the interests of all persons having any 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 that arise only through another joint Shareholder); and
7.1.3 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).
If, pursuant to any notice given under Article 7.1, 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 Article 7.1.3,7.1 (c), is a body corporate, trust, society or any other legal entity or association of individuals and/ or entities, the Directors, at any time and from time to time if, in their absolute discretion, they consider it to be in the best interests of the Company to do so, may give a notice to the Shareholder or Shareholders of such share (or any of them) requiring such Shareholder or Shareholders to notify the Company in writing within such period as may be specified in such notice (which shall not be less than 28 days from the date of service of such notice) of full and accurate particulars of the name 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.
The Directors, if they think fit, may give notices under Articles 7.1 and 7.2 at the same time on the basis that the notice given pursuant to Article 7.2 shall be contingent on disclosure of certain facts pursuant to a notice given pursuant to Article 7.1.
The Directors may require (before or after the receipt of any written particulars under this Article) any such particulars to be verified by statutory declaration.
The Directors may serve any notice pursuant to the terms of this Article irrespective of whether or not the Shareholder on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in part with any notice given under this Article in respect of a share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall prejudice or affect in any way any non-compliance not so waived whether by the Shareholder concerned or any other joint Shareholder of the share or by any person to whom a notice may be given at any time.
For the purpose of establishing whether or not the terms of any notice served under this Article shall have been complied with, the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.
Payment of commission
The Company may exercise the powers of paying commissions conferred by the Companies ActsAct. Subject to the provisions of the Companies ActsAct and these Articles, any such commission may be satisfied by the payment of cash or by the allotment of fully paid shares or partly in one way and partly in the other. On any issue of shares, the Company may also pay such brokerage as may be lawful.
PART III - REPURCHASE AND EXCHANGE OF SHARES
9 Right of repurchase
Shareholders shall have the right to request the Company to repurchase their shares in accordance with the terms and conditions set out in items 1112 to 1415 of Appendix II.
10 Right of Exchange
Shareholders shall have the right to exchange all or any of their shares in accordance with the terms and conditions set out in item 10 of Appendix II.
PART IV - SHARE CERTIFICATES/ SHARE WARRANTS
11 Confirmations of ownership/ share certificates
Every Shareholder shall receive written confirmation of ownership (which may be sent to Shareholders by ordinary post, fax, electronic or such other means, that must be in accordance with the requirements of the Competent AuthorityCentral Bank, as may be determined by the Directors) in respect of his holding of shares within such period as the Directors may determine from time to time (as disclosed in the Prospectus) after receipt of payment for the shares and the necessary documentation. Share certificates may be issued at the Directors' discretion and on such conditions as they determine subject to any
conditions contained herein. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. The Company shall not be bound to register more than four persons as joint Shareholders of any share (except in the case of executors or trustees of a deceased member).
Every certificate shall be sealed with the Seal in accordance with part XVII of these Articles and signed by the CustodianDepositary (whose signature may be produced mechanically), and shall specify the number, class and distinguishing number (if any) of the shares to which it relates and that such shares are fully paid.
12 Balance and exchange certificates
Where some only of the shares comprised in a share certificate are repurchased or transferred, the old certificate shall be cancelled and the new certificate for the balance of such shares shall be issued in lieu without charge.
Any two or more certificates representing shares of any one class held by any Shareholder at his request may be cancelled and a single new certificate for such shares issued in lieu, without charge unless the Directors otherwise determine. If any Shareholder shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may comply, if they think fit, with such request.
The Directors may not issue warrants ("share warrants") stating that the bearer is entitled to the shares therein specified, and may not provide by coupons or otherwise for the payment of future dividends on the shares included in such warrants, unless they do so in accordance with the requirements of the Competent AuthorityCentral Bank. The Directors may determine and from time to time vary the conditions on which share warrants shall be issued. The Directors may also determine and from time to time vary the conditions on which the bearer of a share warrant shall be entitled to receive notices of and attend and vote at general meetings or to join in requisitioning general meetings and on which a share warrant may be surrendered and the name of the Shareholder entered in the Register in respect of the shares therein specified. Subject to such conditions and to these Articles, the bearer of a share warrant shall be a member of the Company to the fullest extent. The holder of a share warrant shall hold such warrant subject to the conditions for the time being in force with regard to share warrants whether made before or after the issue of such warrant. Every share warrant shall be issued under the Seal in accordance with part XVII of these Articles and signed by the CustodianDepositary (whose signature may be produced mechanically).
14 Replacement of share certificates and share warrants
If a share certificate or warrant is defaced, worn out, lost, stolen or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of any exceptional expenses incurred by the Company in investigating evidence or in relation to any indemnity as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate or warrant.
15 Other methods of recording title
Nothing in these Articles shall preclude title to any shares of the Company being recorded other than in writing in accordance with such arrangements as may from time to time be permitted by the Companies ActsAct and approved by the Directors.
PART V - TRANSFER OF SHARES
16 Form of instrument of transfer
Subject to such of the restrictions of these Articles and to such of the conditions of issue as may be applicable, the shares of any Shareholder may be transferred by instrument in writing in any usual or common form or any other form that the Directors may approve.
17 Execution of instrument of transfer
The instrument of transfer of any share shall be executed by or on behalf of the transferor. The transferor shall be deemed to remain the Shareholder of the share until the name of the transferee is entered in the Register in respect thereof.
18 Payment of taxation on transfer
The Directors may repurchase and cancel a sufficient portion of the transferor's shares to discharge any taxation payable to the Irish Tax Authorities in IrelandRevenue Commissioners in respect of a transfer of shares by a Shareholder who is or is deemed to be an Irish Resident or a person Ordinarily Resident in Ireland or is acting on behalf of such a person.
If the Company is required to deduct, withhold or account for tax including any penalties and interest thereon upon the transfer of Shares by a Shareholder the provisions of item 13.615.6 of Appendix II hereof shall apply mutatis mutandis as if repeated in full herein.
19 Refusal to register transfers
The Directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share:
to a person who is not a Permitted Investor;
to an individual who is under 18 years of age (or such other age as the Directors may determine) or of unsound mind;
19.1.3 unless the transferee of such shares would, following such transfer, be the holder of shares with a value at the then current Subscription Price equal to or greater than the Minimum Initial Investment Amount;
19.1.4 in circumstances where as a result of such transfermtransfer the transferor or transferee would hold less than the Minimum Shareholding;
in regard to which any payment of taxation remains outstanding; and
19.1.6. to a person who does not clear such anti-money laundering checks as the Directors may determine.
The Directors may decline to recognise any instrument of transfer unless:
the instrument of transfer is accompanied by the certificate (if issued) for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
19.2.2 the instrument of transfer is in respect of one class of share only;
the instrument of transfer is in favour of not more than four transferees; and
the instrument of transfer is lodged at the Office or at such other place as the Directors may appoint.
20 Procedure on refusal
If the Directors refuse to register a transfer then, within two months after the date on which the transfer was lodged with the Company, they or their delegate shall send notice of the refusal to the transferee.
21 Closing of transfer books
The registration of transfers of shares or of transfers of any class of shares may be deferred at such times and for such periods as the Directors may determine.
22 Registration fees
A fee may be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.
23 Retention of transfer instruments
The Company shall be entitled to retain any instrument of transfer that is registered, but any instrument of transfer that the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.
24 Renunciation of allotment
Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by the allottee in favour of some other person, provided such other person is a Permitted Investor.
25 Compulsory transfer of shares
The Directors shall have the power to arrange for the compulsory transfer of shares acquired by or on behalf of a person who is not a Permitted Investor in accordance with the provisions set out in item 1821 of Appendix II.
PART VI - TRANSMISSION OF SHARES
26 Death of Shareholder
If a Shareholder dies, the survivor or survivors where he was a joint Shareholder, or his personal representatives where he was a sole Shareholder or the only survivor of joint Shareholders, shall be the only persons 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 Shareholder from any liability in respect of any share that had been jointly held by him.
27 Transmission on death or bankruptcy/minors
Any guardian of an infant Shareholder and any curator or other legal representative of a Shareholder under legal disability and any person entitled to a share in consequence of the death or bankruptcy of a Shareholder may elect, on such evidence being produced as the Directors may properly require, either to become the Shareholder of the share or to make such transfer thereof as the deceased or bankrupt Shareholder or Shareholder under a disability could have made. If he elects to become the Shareholder, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall execute an instrument of transfer of the share to that person. All of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Shareholder and the death or bankruptcy or disability of the Shareholder had not occurred.
28 Rights before registration
A person becoming entitled to a share by reason of the death or bankruptcy of a Shareholder (on supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall have the rights to which he would be entitled if he were the holder of the share, except that, before being registered as the Shareholder of the share, he shall not be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Shareholders of any class of shares in the Company, so, however, that the Directors, at any time, may 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 90 days, the Directors thereon may withhold payment of all dividends, bonuses or other money payable in respect of the share until the requirements of the notice have been complied with.
PART VII - ALTERATION OF SHARE CAPITAL
29 Increase of capital
The Company from time to time by ordinary resolution may increase the share capital by such amount and/or number as the resolution shall prescribe.
Subject to the provisions of the Companies ActsAct and these Articles, the new shares shall be issued to such persons, on such terms and conditions and with such rights and privileges annexed thereto as the Directors shall determine.
Consolidation, sub-division and cancellation of capital
The Company, by ordinary resolution, may:
consolidate and divide all or any of its share capital into shares of larger amount;
subject to the provisions of the Companies ActsAct, subdivide its shares, or any of them, into shares of smaller amount or value (and so that the resolution whereby any share is sub-divided may determine that, as between the Shareholders of the shares resulting from such sub-division, one or more of the shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares);
cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled; or
redenominate the currency of any class of shares.
PART VIII - GENERAL MEETINGS
31 Annual general meetings
The Company shall hold in each year 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 notice calling it. Not more than 15 months shall elapse between the date of one annual general meeting and that of the next PROVIDED THATprovided that so long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. Subsequent annual general meetings shall be held once in each year.
32 Extraordinary general meetings
All general meetings other than annual general meetings shall be called extraordinary general meetings.
33 Convening general meetings
The Directors may convene general meetings. Extraordinary general meetings may also be convened on such requisition, or in default may be convened by such requisitionists, and in such manner as may be provided by the Companies ActsAct. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Shareholders may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.
34 Notice of general meetings
Subject to the provisions of the Companies ActsAct allowing a general meeting to be called
by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 Clear Days' notice and all other extraordinary general meetings shall be called by at least 14 Clear Days' notice.
Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a Shareholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a Shareholder. Subject to any restrictions imposed on any shares, the notice shall be given to all the Shareholders and to the Directors and the Auditors.
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.
Where, by any provision contained in the Companies ActsAct, extended notice is required of
a resolution, the resolution shall not be effective (except where the Directors have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than 28 days (or such shorter period as the Companies ActsAct permit) before the meeting at which it is moved, and the Company shall give to the Shareholders notice of any such resolution as required by and in accordance with the provisions of the Companies ActsAct.
PART IX - PROCEEDINGS AT GENERAL MEETINGS
35 Quorum for general meetings
No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of Shareholders or holders of Subscriber Shares is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, two persons entitled to vote on the business to be transacted, each being a Shareholder or a holder of Subscriber Shares or a proxy for such holders or a duly authorised representative of a corporate Shareholder, shall be a quorum.
If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the Directors may determine. If at the adjourned meeting such a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened otherwise than by
resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, one person entitled to be counted in a quorum present at the meeting shall be a quorum.
36 Special business
All business shall be deemed special that is transacted at an extraordinary general meeting. All business that is transacted at an annual general meeting shall also be deemed special, with the exception of declaring a dividend, the consideration of the accounts, balance sheetsstatutory financial statements and reports of the Directors and Auditors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.
37 Chairman of general meetings
The chairman of the board of Directors or, in his absence, the deputy chairman (if any) or, in his absence, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company. If at any general meeting none of such persons shall be present within 15 minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meeting and, if there is only one Director present and willing to act, he shall be chairman. If at any meeting no Director is willing to act as chairman or if no Director is present within 15 minutes after the time appointed for holding the meeting, the Shareholders present (in person or by proxy or by representative) and entitled to vote shall choose one of the Shareholders (including his proxy or its duly authorised representative) personally present to be chairman of the meeting.
38 Directors' and Auditors' right to attend general meetings
A Director shall be entitled, notwithstanding that he is not a Shareholder, to attend and speak at any general meeting and at any separate meeting of the Shareholders of any class of shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting that concerns them as the Auditors.
39 Adjournment of general meetings
The chairman, with the consent of a meeting at which a quorum is present, may (and if so directed by the meeting, shall) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than business that might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for 14 days or more or sine die, at least seven Clear Days' notice shall be given specifying the time and meeting and the general nature of the business to be transacted. Except as aforesaid it shall not be necessary to give any notice of an adjourned meeting.
40 Determination of resolutions
At any general 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. Unless a poll is so demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minutes of the meeting shall
be conclusive evidence of the fact 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, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
41 Entitlement to demand poll
Subject to the provisions of the Companies ActsAct, a poll may be demanded:
by the chairman of the meeting;
by at least two Shareholders present (in person or by proxy) having the right to vote at the meeting; or
by any Shareholder or Shareholders present (in person or by proxy) representing not less
than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting.
Taking of a poll
Except as provided in Article 42.2, a poll shall be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be Shareholders) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
A poll demanded on the election of a chairman or on a question of adjournment shall be
taken immediately. A poll demanded on any other question shall be taken either immediately or at such time (not being more than 30 days after the poll is demanded) and place as the chairman of the meeting may direct. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days' notice shall be given specifying the time and place at which the poll is to be taken.
Votes of Shareholders
Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being attached to any class or classes of shares:
on a show of hands, every Shareholder, who is present in person or by proxy, shall have one vote and the holder(s) of Subscriber Shares present in person or by proxy shall have one vote in respect of all of the Subscriber Shares in issue;
on a poll, every Shareholder present in person or by proxy shall have one vote for every share of which he is the Shareholder and every holder of a Subscriber Share present in person or by proxy shall have one vote in respect of his holding of Subscriber Shares;
43.1.3 on a poll of all the Shareholders of shares in a Fund, where there is more than one class of shares in existence in that Fund, the voting rights of such Shareholders may at the discretion of the Directors be adjusted in such manner, determined by the Directors, so as to reflect the most recently calculated price at which the shares of each of the classes in question may be repurchased by the Company;
43.1.4 a Shareholder or Shareholders who hold a fraction of a share may not exercise any voting rights, whether on a show of hands or on a poll, in respect of such fraction of a share.
44 Written Resolutions
A resolution in writing executed by or on behalf of each Shareholder who would have been entitled to vote on it if it had been proposed at a meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form, each executed by or on behalf of one or more Shareholders. In the case of a corporation, a resolution in writing may be signed on its behalf by a director or the secretary thereof or by its duly appointed attorney or duly authorised representative.
45 Chairman's casting vote
Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have.
46 Voting by joint Shareholders
Where there are joint Shareholders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such share shall be accepted to the exclusion of the votes of the other joint Shareholders and for this purpose seniority shall be determined by the order in which the names of the Shareholders stand in the Register in respect of the share.
47 Voting by incapacitated Shareholders
A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in the State or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or 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 show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy by such time as the Directors may determine before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
48 Restriction of voting rights
If at any time the Directors shall determine that a Specified Event (as defined in Article 48.5) shall have occurred in relation to any share or shares, the Directors may serve a notice to such effect on the Shareholder or Shareholders thereof. On the service of any such notice (in these Articles referred to as a "restriction notice"), no Shareholder or Shareholders of the share or shares specified in such restriction notice shall be entitled, for so long as such restriction notice shall remain in force, to attend or vote at any general meeting, either personally or by proxy.
A restriction notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than forty-eight hours, after the Shareholder or Shareholders concerned shall have remedied the default by virtue of which the Specified Event shall have occurred. A restriction notice shall automatically cease to have effect in respect of any share transferred on registration of the relevant transfer provided that a restriction notice shall not cease to have effect in respect of any transfer where no change in the beneficial ownership of the share shall occur and for this purpose it shall be assumed that no such change has occurred where a transfer form in respect of the share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes.
The Directors shall cause a notation to be made in the Register against the name of any Shareholder or Shareholders in respect of whom a restriction notice shall have been served indicating the number of shares specified in such restriction notice and shall cause such notation to be deleted on cancellation or cesser of such restriction notice.
Any determination of the Directors and any notice served by them pursuant to the provisions of this Article shall be conclusive as against the Shareholder or Shareholders of any share and the validity of any notice served by the Directors in pursuance of this Article shall not be questioned by any person.
For the purpose of these Articles the expression "Specified Event" in relation to any share shall mean the failure by the Shareholder thereof or any of the Shareholders thereof to comply, to the satisfaction of the Directors, with all or any of the terms of Article 7 in respect of any notice or notices given to him or any of them thereunder.
Time for objection to voting
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 tendered and every vote not disallowed at such meeting shall be valid. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
50 Appointment of proxy
Every Shareholder entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf. The instrument appointing a proxy shall be in writing in any usual form or in any other form that the Directors may approve and shall be executed by or on behalf of the Shareholder. The signature on such instrument 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. A proxy need not be a Shareholder.
51 Bodies corporate acting by representatives at meetings
Any body corporate that is a Shareholder may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate that he represents as that body corporate could exercise if it were an individual Shareholder.
52 Deposit of proxy instruments
The instrument appointing a proxy and any authority under which it is executed or a copy, certified notarially or in some other way approved by the Directors, shall be deposited at the Office or (at the option of the Shareholder) at such other place or places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting or adjourned meeting at such time as may be determined by the Directors before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid. Provided that an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require to be delivered again for the purposes of any subsequent meeting to which it relates.
53 Effect of proxy instruments
Deposit of an instrument of proxy in respect of a meeting or adjourned meeting shall not preclude a Shareholder from attending and voting at the meeting or at any adjournment thereof. The instrument appointing a proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.
54 Effect of revocation of proxy or of authorisation
A vote given or poll demanded in accordance with the terms of an instrument of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the instrument of proxy or of the authority under which the instrument of proxy was executed or of the resolution authorising the representative to act or transfer of the share in respect of which the instrument of proxy or the authorisation of the representative to act was given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office at least one hour before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used or at which the representative acts.
The Directors may send, at the expense of the Company, by post or otherwise, to the Shareholders instruments of proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall be issued to all
(and not to some only) of the Shareholders entitled to be sent a notice of the meeting and to vote thereat by proxy.
55 Class Meetings
Except as otherwise provided in these Articles, the provisions of Articles 31 to 54 shall apply mutatis mutandis to class meetings and meetings of Shareholders of shares in a Fund as they apply to general meetings.
PART X - DIRECTORS
56 Number of Directors
Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two.
57 Share qualification
A Director shall not be required to hold any shares in the Company.
58 Ordinary remuneration of Directors
Unless otherwise determined from time to time by the Company in general meeting, the ordinary remuneration of each Director shall be determined from time to time by resolution of the Directors.
59 Special remuneration of Directors
Any Director who is appointed as an executive director (including for this purpose the office of chairman or deputy chairman) or who serves on any committee, or who otherwise performs services that in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of fees, commission or otherwise as the Directors may determine.
60 Expenses of Directors
The Directors may be paid all travelling, hotel and other out-of-pocket expenses properly incurred by them in connection with their attendance at meetings of the Directors or committees established by the Directors or general meetings or separate meetings of the Shareholders of any class of shares of the Company or otherwise in connection with the discharge of their duties.
61 Alternate Directors
Any Director may appoint by writing under his hand any person (including another Director) to be his alternate, provided always that no such appointment of a person other than a Director as an alternate shall be operative unless and until such appointment shall have been approved by the Competent AuthorityCentral Bank. Any such authority may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of
communication approved by the Directors and may bear a printed or facsimile signature of the Director giving such authority.
An alternate Director shall be entitled to receive notices of all meetings of the Directors and of all meetings of committees established by the Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to appoint an alternate hereunder).
Except 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. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the remuneration of the Director as shall be agreed between the alternate and the Director appointing him.
A Director may revoke at any time the appointment of any alternate appointed by him. If a Director shall die or cease to hold the office of Director, the appointment of his alternate shall thereon cease and determine, but if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate Director made by him that was in force immediately prior to his retirement shall continue after his reappointment.
Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.
PART XI - POWERS OF DIRECTORS
62 Directors' powers
Subject to the provisions of the Companies ActsAct, the Regulations, the Memorandum of Association of the Company and these Articles and to any directions by the Shareholders given by ordinary resolution, not being inconsistent with these Articles, with the Companies ActsAct or with the Regulations, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Companies ActsAct, the Regulations or by these Articles required to be done or exercised by the Company in general meeting. Without prejudice to the generality of the foregoing, the Directors may exercise all powers of the Company in relation to the investment of the Assets in accordance with item 1920 of Appendix II.
No alteration of the Memorandum of Association of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors that would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
63 Power to delegate
Without prejudice to the generality of the last preceding Article, the Directors may delegate any of their powers to any committee comprising at least one Director. Any such delegation may be made subject to any conditions that the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying.
64 Appointment of attorneys/agents/delegates/Depositary
The Directors, from time to time and at any time by power of attorney under seal or otherwise, may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or agent or delegate 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. Any such power of attorney may contain such provisions for the protection of persons dealing with any such appointee as the Directors may think fit, may contain indemnities in favour of any attorney and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.
The Directors may appoint any person, firm or corporation which is qualified to act as manager of a UCITS pursuant to the Regulations and which has been approved in advance by the Competent AuthorityCentral Bank to act as manager of the Company, and may entrust to and confer on the manager so appointed any of the powers exercisable by them as Directors, on such terms and conditions including the right to remuneration payable by the Company and with such restrictions as they think fit and either collaterally with or to the exclusion of their own powers. The appointment of a new or replacement manager shall be subject to the prior approval by the Competent AuthorityCentral Bank and any such new or replacement manager must be authorised to act as manager of a UCITS pursuant to the Regulations.
Without prejudice to the generality of the foregoing, the Directors may in accordance with the requirements of the Competent AuthorityCentral Bank appoint an investment manager and/or investment adviser, and an Administrator and/or other similar entity to manage and/or advise on the investment of the Assets and the administration of the Company, on such terms and conditions as the Directors may deem fit. The remuneration and expenses of such appointees may be charged to the Company as disclosed in the Prospectus.
Notwithstanding the generality of 64.1 above, the Directors may appoint an agent for the purposes of exercising their power to allot relevant securities in accordance with the provisions of Article 4.
Without prejudice to the generality of the foregoing, the Directors shall appoint a CustodianDepositary to all of the Assets (including cash) of the Company in accordance with the provisions of items 20-23item 22-25 of Appendix II.
Any dealings (including, but not limited to, dealing in shares of the Company) by any person referred to in this Article will be subject to such rules and conditions as may be laid down by the Competent AuthorityCentral Bank from time to time.
65 Borrowing powers
Subject to the Regulations, the Directors may exercise all the powers of the Company to borrow or raise money and to transfer, mortgage, pledge or charge its undertaking, property and assets (both present and future), and uncalled capital or any part thereof and to issue securities, whether outright or as collateral security for any debt, liability or obligation of the Company provided that all such borrowings shall be within the limits and conditions laid down by the Competent AuthorityCentral Bank.
66 Execution of negotiable instruments
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 determine from time to time.
PART XII - APPOINTMENT AND RETIREMENT OF DIRECTORS
67 No retirement by rotation
No Director will be required to retire by rotation.
68 Eligibility for appointment
To be eligible for appointment as a Director at a general meeting of the Company, a person must be recommended by the Directors or, not less than six nor more than thirty Clear Days before the date appointed for the meeting, notice executed by a Shareholder qualified to vote at the meeting must have been given to the Company of the intention to propose that person for appointment stating the particulars that would be required, if he were so appointed, to be included in the Company's register of Directors together with notice executed by that person of his willingness to be appointed.
69 No retirement on account of age
No Director shall be required to retire on account of age.
70 Appointment of additional Directors
Subject as aforesaid, the Company by ordinary resolution may appoint a person to be a Director either to fill a vacancy or as an additional Director.
The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number as fixed by or in accordance with these Articles as
the maximum number of Directors. Any Director so appointed shall not be required to retire at any subsequent annual general meeting of the Company.
The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below two, the remaining Director shall appoint immediately an additional Director or additional Directors to make up a quorum or shall convene a general meeting of the Company for the purpose of making such appointment or appointments. If, in such circumstances, there be no Director or Directors able or willing to act then any two Shareholders may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall not be required to retire at any subsequent annual general meeting of the Company.
PART XIII - DISQUALIFICATION AND REMOVAL OF DIRECTORS
71 Disqualification of Directors
The office of a Director shall be vacated ipso facto if:
he ceases to be a Director by virtue of any provision of the Companies ActsAct or he becomes prohibited by law from being a Director;
he becomes bankrupt or makes any arrangement or composition with his creditors generally;
in the opinion of a majority of his co-Directors, he becomes incapable by reason of mental disorder of discharging his duties as a Director;
he resigns his office by notice in writing to the Company signed by him and delivered to the Office;
he is convicted of an indictable offence, unless the Directors otherwise determine;
he shall have been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and his alternate Director (if any) shall not have attended any such meeting in his place during such period, and the Directors pass a resolution that by reason of such absence he has vacated office;
he is required in writing by all his co-Directors to resign; or
the Competent AuthorityCentral Bank requires him to resign.
72 Removal of Directors
The Company, by ordinary resolution of which extended notice has been given in accordance with the provisions of the Companies ActsAct, may remove any Director notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by ordinary resolution appoint another Director in his stead. Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of the Director.
PART XIV - DIRECTORS' INTERESTS
73 Directors' interests
Subject to the provisions of the Companies ActsAct, and provided that he has disclosed to
the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:
may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or associated company thereof or in which the Company or any subsidiary or associated company thereof is otherwise interested;
73.1.2 may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or associated company thereof is otherwise interested; and
73.1.3 shall not be accountable, by reason of his office, to the Company for any benefit that he derives from any such office or employment or from any such transaction or arrangement 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.
No Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. The nature of a Director's interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract or arrangement at the next meeting of the Directors held after he became so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made, at the first meeting of the Directors held after he becomes so interested.
A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, Auditor or Shareholder at the Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.
For the purposes of this Article:
a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be
deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
74 Restriction on Directors' voting
Except as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or any committee established by the Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest that is material (other than an interest arising by virtue of his interest in shares or debentures or other securities or otherwise in or through the Company) or a duty that conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote.
A Director shall be entitled to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:
the giving of any security, guarantee or indemnity to him in respect of money lent by him to the Company or any of its subsidiary or associated companies or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiary or associated companies;
74.2.2 the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary or associated companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
74.2.3 any proposal concerning any offer of shares or debentures or other securities
of or by the Company or any of its subsidiary or associated companies for subscription, purchase or exchange in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof; or
74.2.4 any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever.
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 case each of the Directors concerned (if not debarred from voting under Article 74.2.474.2 (d)) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
If a question arises at a meeting of Directors or of any committee established by the Directors as to the materiality of a Director's interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may
be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive.
The Company by ordinary resolution may suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.
PART XV - PROCEEDINGS OF DIRECTORS
75 Convening and regulation of Directors' meetings
Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director or alternate Director who, being a resident of the State, is for the time being absent from the State.
Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is
given to him personally or by word of mouth or sent in writing by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors to him at his last known address or any other address given by him to the Company for this purpose.
All meetings of the Directors must be held in Ireland.
76 Quorum for Directors' meetings
The quorum for the transaction of the business of the Directors may be fixed by the Directors and, unless so fixed at any other number, shall be two. A person who holds office only as an alternate Director shall, if his appointer is not present, be counted in the quorum but notwithstanding that such person may act as alternate Director for more than one Director, he shall not count as more than one for the purposes of determining whether a quorum is present.
76.2. The continuing Directors or a sole Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum, they may act only for the purpose of filling vacancies or for calling a general meeting.
Voting at Directors' meetings
Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chairman of the meeting shall have a casting vote.
Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence. Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of
communication approved by the Directors and may bear a printed or facsimile signature of the Director giving such authority. The authority must be delivered to the Secretary for filing prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto provided that no Director shall be entitled to any vote at a meeting on behalf of another Director pursuant to this Article if the other Director shall have appointed an alternate Director and that alternate Director is present at the meeting at which the Director proposes to vote pursuant to this Article.
78 Telecommunication meetings
Any Director or alternate Director may participate in a meeting of the Directors or any committee established by 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 speak. Any such meeting shall be deemed to have been convened in the place from which the conference telephone call or similar telecommunication is initiated, which shall always be in the State. Any such telephonic or other electronic participation in a meeting shall constitute presence in person at the meeting, but shall only be counted for the purposes of determining whether a quorum is present at the meeting.
79 Chairman of the board of Directors
Subject to any appointment to the office of chairman made pursuant to these Articles, the Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected or if at any meeting the chairman is unwilling to act or is not present within five minutes after the time appointed for holding the same the Directors present may choose one of their number to be chairman of the meeting.
80 Validity of acts of Directors
All acts done by any meeting of the Directors or of a committee established by the Directors or by any person acting as a Director, 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 from holding office or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote. A Director is expressly permitted (for the purposes of Section 228(1)(d) of the Companies Act) to use the Company's property or information subject to such conditions as may be approved pursuant to such authority as may be delegated by the Board of Directors in accordance with these Articles. Nothing in Section 228(1)(e) of the Companies Act shall restrict a Director from entering into any commitment which has been approved by the Board of Directors or has been approved pursuant to such authority as may be delegated by the Board of Directors in accordance with these Articles. It shall be the duty of each Director to obtain the prior approval of the Board of Directors, before entering into any commitment permitted by sections 228(1)(e)(ii) and 228(2) of the Companies Act.
81 Directors' resolutions or other documents in writing
A resolution in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise approved by the Directors) by all the Directors for the time being entitled to receive notice of a meeting of the Directors and to vote thereat shall be as valid and effectual as a resolution passed at a meeting of the Directors duly convened and may consist of several documents in the like form each signed by one or more of the Directors, and for the purposes of the foregoing, signature by any alternative
Director shall be as effective as the signature of the Director by whom he is appointed. A resolution in writing shall be deemed to have been signed in the country or place where the last signatory to sign the resolution in writing (in electronic form or otherwise) executes such resolution.
PART XVI - THE SECRETARY
82 Appointment of Secretary
The Secretary shall be appointed by the Directors for such term, at such remuneration and on such conditions as they may think fit and any Secretary so appointed may be removed by them. Anything required or authorised by the Companies ActsAct or these Articles to be done by, or given to, the Secretary may be done by or given to any assistant or acting secretary readily available and capable of acting by or to any officer of the Company authorised generally or specially in that behalf by the Directors, if the office is vacant or there is for any other reason no Secretary readily available and capable of acting Providedprovided that any provision of the Companies ActsAct or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary.
PART XVII - THE SEAL
83 Use of Seal
The Directors shall ensure that the Seal (including any official securities seal kept pursuant to the Companies ActsAct) shall be used only by the authority of the Directors or of a committee authorised by the Directors.
84 Seal for use abroad
The Company may exercise the powers conferred by the Companies ActsAct with regard to having an official seal for use abroad and such powers shall be vested in the Directors.
85 Signature of sealed instruments
Every instrument to which the Seal shall be affixed shall be signed by a Director and shall also be signed by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose (which may include the CustodianDepositary) except that as regards any debentures or other securities of the Company the Directors may determine by resolution that such signatures or either of them shall be dispensed with, or be printed thereon or affixed thereto by some method or system of mechanical signature provided that in any such case the document