| 4.1 | Requirement to hold meetings |
The Company—
| ––– | is not required to hold any shareholders meetings other than those specifically required by the Companies Act, 2008. |
| ––– | is required to hold shareholders meetings, in addition to those specifically required by the Companies Act, 2008, as set out in Part A of Schedule 4. |
| 4.2 | Shareholders' right to requisition a meeting |
The right of shareholders to requisition a meeting, as set out in section 61 (3), may be exercised—
| ––– | by the holders of at least 10% of the voting rights entitled to be exercised in relation to the matter to be considered at the meeting, as provided for in that section. |
| ––– | by the holders of at least of the voting rights entitled to be exercised in relation to the matter to be considered at the meeting, despite the provisions of that section. |
| 4.3 | Location of shareholders meetings |
The authority of the Company's Board of Directors to determine the location of any shareholders meeting, and the authority of the Company to hold any such meeting in the Republic or in any foreign country, as set out in section 61 (9)—
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part B of Schedule 4. |
| 4.4 | Notice of shareholders meetings |
The minimum number of days for the Company to deliver a notice of a shareholders meeting to the shareholders, as required by section 62—
| ––– | is as provided for in section 62 (1). |
| ––– | is business days before the meeting is to begin. |
| 4.5 | Electronic participation in shareholders meetings |
The authority of the Company to conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 63—
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part C of Schedule 4. |
| 4.6 | Quorum for shareholders meetings |
| (1) | The quorum requirement for a shareholders meeting to begin, or for a matter to be considered are— |
| ––– | as set out in section 64 (1) subject to a minimum of % in substitution for the 25% required by that section. |
| (2) | The time periods allowed in section 64 (4) and (5)— |
| ––– | apply to the Company without variation |
| ––– | apply to the Company, subject to the variations set out in Part D of Schedule 4. |
| (3) | The authority of a meeting to continue to consider a matter, as set out in section 64 (9)— |
| ––– | is not limited or restricted by this Memorandum of Incorporation. |
| ––– | is limited or restricted to the extent set out in Part D of Schedule 4. |
| 4.7 | Adjournment of shareholders meetings |
The maximum period allowable for an adjournment of a shareholders meeting is—
| ––– | as set out in section 64 (13), without variation. |
| ––– | as set out in section 64 (13), subject to the variations set out in Part E of Schedule 4. |
| 4.8 | Shareholders resolutions |
| (1) | For an ordinary resolution to be adopted at a shareholders meeting, it must be supported by the holders of at least— |
| ––– | 50% of the voting rights exercised on the resolution, as provided in section 65 (7). |
| ––– | % of the voting rights exercised on the resolution, despite section 65 (7). |
| ––– | the minimum percentage of the voting rights exercised on the resolution, as set out in Part F of Schedule 4. |
| (2) | For a special resolution to be adopted at a shareholders meeting, it must be supported by the holders of at least— |
| ––– | 75% of the voting rights exercised on the resolution, as provided in section 65 (9). |
| ––– | of the voting rights exercised on the resolution, despite section 65 (7). |
| ––– | the minimum percentage of the voting rights exercised on the resolution, as set out in Part F of Schedule 4. |
| (3) | A special resolution adopted at a shareholders meeting is— |
| ––– | not required for a matter to be determined by the Company, except those matters set out in section 65 (11), or elsewhere in the Act. |
| ––– | required, in addition to the matters set out in section 65 (11), for the matters set out in Part G of Schedule 4. |
