Notice of Meeting - Investis

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Notice of Meeting and shall, unless previously renewed, revoked or varied by Special Resolution of the Company in general meeting, expire 15 months from the passing of this resolution or, if earlier, on the close of business on the date of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power hereby conferred had not expired. Any powers conferred on the Directors to allot equity securities in accordance with the said Sections 23 and 24(1) in force immediately before this resolution is passed shall be revoked upon the coming into effect of this resolution. 7. That : (a) the Company be authorised, subject to and in accordance with the provisions of the Transparency (Directive 2004/109/EC) Regulations, 2007 (the Regulations) and the Articles of Association of the Company, to deliver, give, send, convey or supply any notices, documents, share certifi cates or information to the Members and holders of debt securities (within the meaning of the Regulations) of the Company by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means including, without limitation, by delivering, giving, sending, conveying or supplying such notices, documents or information by electronic mail or by making such notices, documents or information available on a website; and (b) the Articles of Association of the Company be amended:- (i) by inserting the following words after the words ‘electronic form’ in the defi nition of “electronic communication” in Article 1 b) : “including, without limitation, by making any such information including notices and any other documents available on a website or by delivering, giving or sending the same by electronic mail”; (ii) by the deletion of Article 127 d) and by the substitution of the following therefor: “d) Where a notice, document or other information is given, served or delivered in electronic form whether as an electronic communication or otherwise pursuant to sub-paragraph a) iv) of this Article, it shall be treated as having been given, served or delivered: (i) if given, served or delivered by electronic mail, at the time it was sent; or (ii) where any such notice or document is given, served or delivered by being made available or displayed on a website, when the recipient received or is deemed to have received notice of the fact that the notice, document or other information was available on the website.” (iii) by the deletion of Article 133 a) and by the substitution of the following therefor: “a) Notwithstanding any other provision of these Articles, whenever any person (including without limitation the Company, a Director, the Secretary, any offi cer of the Company, a Member or any other person) is required or permitted by these Articles or otherwise to give or receive information in writing such information may be given or received in electronic form, whether as an electronic communication or otherwise in such manner or form and subject to such terms, conditions or restrictions as the Directors may determine or approve from time to time in their absolute discretion.” (iv) by the deletion of paragraphs b), d) and e) of Article 133 and by the re-numbering of Article 133 c) as Article 133 b).” By order of the Board Ciarán Long Secretary Registered Offi ce: Irish Life Centre, Lower Abbey Street, Dublin 1. 1 April 2008 159
160 Notice of Meeting Notes: 1. A Member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote instead of him. A proxy need not be a Member of the Company. 2. To be valid, the form of proxy duly completed and executed together with any authority under which it is executed or a copy of such authority certifi ed notarially or by a solicitor practising in the Republic of Ireland must be deposited at the registered offi ce of the Company at Irish Life Centre, Lower Abbey Street, Dublin 1 or (at the Member’s option) at the offi ces of the Company’s Registrar, Capita Registrars, Unit 5, Manor Street Business Park, Manor Street, Dublin 7, in either case, not less than 48 hours before the time appointed for the Annual General Meeting. Alternatively, subject to the Articles of Association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Meeting, the appointment of a proxy may: (a) be submitted by telefax to 353 1 8102422, provided it is received in legible form; (b) be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing the Company’s Registrar’s website www.capitaregistrars.ie, selecting “Log on to Shareholder Services” from the Online Services Menu and following the instructions thereon; or (c) be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Voting through CREST must be done in accordance with Euroclear UK & Ireland Limited’s specifi cations as set out in the CREST Manual and properly authenticated as set out in the said manual. 3. In the case of a corporation, the form of proxy must be either executed under seal, signed on its behalf by a duly authorised offi cer or attorney or submitted electronically in accordance with note 2(b) to 2(c) above. 4. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company. 5. Completing and returning a form of proxy will not preclude a Member from attending and voting at the meeting should he so wish. 6. A copy of the amended Articles of Association of the Company, will be available for inspection at the registered offi ces of the Company and at the offi ces of A&L Goodbody Solicitors, International Financial Services Centre, North Wall Quay, Dublin 1 and also at its offi ces at Augustine House, Austin Friars, London EC2N 2HA, during normal business hours on any weekday (excluding Saturdays and public holidays) from the date of despatch of this notice until the conclusion of the AGM and at the place of the AGM for at least 15 minutes prior to and during the AGM. 7. The Company, pursuant to Regulation 14 of the Companies Act, 1990 (Uncertifi cated Securities) Regulations, 1996 specifi es that only those Members registered in the register of members of the Company as at 11.30 a.m. on 21 May 2008 (or in the case of an adjournment as at 48 hours before the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting.
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Notice of Meeting - Investis

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