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U X E M B O U R G

MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

des Großherzogtums

Luxemburg

R E C U E I L D E S S O C I E T E S E T A S S O C I A T I O N S

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par la loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 1334

22 mai 2015

SOMMAIRE

Accenture SCA . . . . . . . . . . . . . . . . . . . . . . . . . .

63986

AMM Management Company S.A. . . . . . . . . .

64032

Atech Investments S.A. . . . . . . . . . . . . . . . . . . .

64032

Fonciaxess S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

64032

Four Seasons Luxembourg S.à r.l. . . . . . . . . . .

64031

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U X E M B O U R G

Accenture SCA, Société en Commandite par Actions.

Siège social: L-1855 Luxembourg, 46A, avenue J.F. Kennedy.

R.C.S. Luxembourg B 79.874.

(N.B. Pour des raisons techniques, le début de l'acte est publié au Mémorial C-N° 1333 du 22 mai 2015.)

ARTICLES OF ASSOCIATION

ACCENTURE HOLDINGS PUBLIC LIMITED COMPANY

(As amended by special resolution dated 17 April 2015)

Preliminary

1. The regulations contained in Table A in the First Schedule to the Companies Act 1963 shall not apply to the Company.
2. (a) In these articles:
“the Act” means the Companies Act 1963 (No. 33 of 1963);
“the Acts” means the Companies Acts 1963 to 2013 and every modification or re-enactment thereof for the time being

in force;

“these articles” means the articles of association of which this article 2 forms part, as the same may be amended and

may be from time to time and for the time being in force;

“the Company” means the company whose name appears in the heading to these articles;
“the Directors” means the directors from time to time and for the time being of the Company or the directors present at

a meeting of the board of directors and includes any person occupying the position of director by whatever name called
(other than alternate directors);

“the Group” means the Company and its subsidiaries from time to time and for the time being;
“the office” means the registered office from time to time and for the time being of the Company;
“the register” means the register of members to be kept as required by section 116 of the Act;
“the seal” means the common seal of the Company;
“the Secretary” means any person appointed to perform the duties of the secretary of the Company;
(b) Expressions 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.

as in the Acts or in any statutory modification thereof in force at the date at which these articles become binding on the
Company.

(d) References herein to any enactment shall mean such enactment as the same may be amended and may be from time

to time and for the time being in force.

(e) 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.

(f) Reference to euro, EUR, € or cent shall mean the currency of Ireland.

Share capital and Variation of rights

3. The share capital of the Company is €1,000,000 divided into 1,000,000 ordinary shares of €1 each.
4. Subject to the provisions of Part. XI of the 1990 Act and the other provisions of this article, the Company may:
(a) pursuant to section 207 of the 1990 Act, issue any shares of the Company which are to be redeemed or are liable to

be redeemed at the option of the Company or the shareholder on such terms and in such manner as may be determined by
the Company in genera] meeting (by Special Resolution of the Company) on the recommendation of the Directors;

(b) pursuant to section 211 of the 1990 Act, purchase any of its own shares (including any Redeemable Shares and

without any obligation to purchase on any pro rata basis as between shareholders or shareholders of the same class) and
may cancel any shares so purchased or hold them as treasury shares (as defined in Section 209 of the 1990 Act) and may
reissue any such shares as shares of any class or classes:

(c) pursuant to section 210 of the 1990 Act, convert any of its shares into Redeemable Shares.
5. (a) Without prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, any share in the Company may be issued with such preferred or deferred or other

special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company
may from time to time by Ordinary Resolution determine.

(b) Without prejudice to the power conferred on the Company by paragraph (a) of this article, the Directors may on the

allotment and issue of any shares impose restrictions on the transferability or disposal of the shares comprised in a particular
allotment as may be considered by the Directors to be in the best interests of the shareholders as a whole.

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6. If at any time the share capital is divided into different classes of shares the rights attached to any class may, whether

or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three-fourths
of the issued shares in that class, or with the sanction of a Special Resolution passed at a separate general meeting of the
holders of the shares of that class. To every such separate general meeting the provisions of these regulations relating to
general meetings shall apply but so that the necessary quorum shall be two persons at least holding or representing by proxy
one-third of the issued shares of that class. If at any adjourned meeting of such holders a quorum as above defined is not
present within thirty minutes of the time appointed for the adjourned meeting those members who are present in person or
by proxy shall be a quorum. Any holders of shares of that class present in person or by proxy may demand a poll.

7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless

otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.

8. (a) Subject to the provisions of these articles relating to new shares, the shares shall be at the disposal of the Directors,

and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons,
on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its
shareholders, but so that no share shall be issued at a discount and so that, in the case of shares offered to the public for
subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of
the share and the whole of any premium thereon.

(b) Without prejudice to the generality of the powers conferred on the Directors by other paragraphs of this article, the

Directors may grant from time to time options to subscribe for the unallotted shares in the capital of the Company to
Directors and other persons in the service or employment of the Company or any subsidiary or associate company of the
Company on such terms and subject to such conditions as may be approved from time to time by the Directors or by any
Committee thereof appointed by the Directors for the purpose of such approval and on the terms and conditions required
to obtain the approval of any statutory authority in any jurisdiction.

for shares in the Company (other than under a share option scheme under paragraph (b)) certifying the right of the registered
holder to subscribe for shares in the Company upon such terms and conditions as the right may have been granted.

(d) The Directors are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot

relevant securities within the meaning of section 20 of the Companies (Amendment) Act 1983. The maximum amount of
relevant securities which may be allotted under the authority hereby conferred shall be the amount of the authorised but
unissued ordinary shares in the Company at the date on which the resolution adopting these articles takes effect. The
authority hereby conferred shall expire on the date which is five years after the date of incorporation of the Company unless
and to the extent that such authority is renewed, revoked or extended prior to such date. The Company may before such
expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such offer or agreement, notwithstanding that the authority hereby
conferred has expired.

(e) The Directors are hereby empowered pursuant to sections 23 and 24(1) of the Companies (Amendment) Act 1983

to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by paragraph
(d) of this article as if section 23(1) of the said Act did not apply to any such allotment. The Company may before the
expiry of such authority 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 such an offer or agreement as if the power conferred
by this paragraph (e) had not expired.

9. Without prejudice to the generality of the powers conferred on the Directors by article 8, the Directors may from time

to time grant options to subscribe for unissued shares in the capital of the Company to persons in the service or employment
of the Group (including Directors holding executive offices), on such terms and subject to such conditions as the Company
may from time to time approve.

10. The Company may exercise the powers of paying commissions conferred by section 59 of the Act, provided that

the rate per cent and the amount of the commission paid or agreed to be paid shall be disclosed in the maimer required by
that section, and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect
whereof the same is paid are issued or an amount equal to 10 per cent of such price (as the case may be). Such commission
may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in
the other. The Company may also, on any issue of shares, pay such brokerage as may be lawful.

11. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and

the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these
articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof
in the registered holder: this shall not preclude the Company from requiring the members or 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.

12. Every person whose name is entered as a holder of any share in the register (except a stock exchange nominee in

respect of whom the Company is not by law required to complete and have ready for delivery a certificate) shall be entitled

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without payment to receive within two months after allotment or lodgement of a transfer to him of the shares in respect of
which he is so registered (or within such other period as the conditions of issue shall provide) one certificate for all such
shares or several certificates each for one or more of such shares upon payment of 12 cent for every certificate after the
first or such lesser sum as the Directors shall from time to time determine, so, however, that in respect of a share or shares
held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate
for a share to one of several joint holders shall be sufficient delivery to all such holders. Every certificate shall be under
the common seal of the Company or under the official seal kept by the Company by virtue of section 3 of the Companies
(Amendment) Act 1977 and shall specify the number and class of shares to which it relates and the amount paid up thereon.
The Company shall not be bound to register more than four persons as joint holders of any share (except in the case of
executors or trustees of a deceased member). Where a person has transferred some but not all of the shares registered in
his name then he shall be entitled without payment to receive a certificate for the balance of the shares registered in his
name.

13. If a share certificate be defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and

indemnity and the payment of any exceptional out-of- pocket expenses of the Company of investigating evidence as the
Directors think fit.

14. The Company shall not give, whether directly or indirectly and whether by means of a loan, guarantee, the provision

of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made
or to be made by any person of or for any shares in the Company or in its holding company, except as permitted by section
60 of the Act.

Disclosure of beneficial ownership

15. (a) Notwithstanding the provisions of article 11, the Directors may 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, give a notice to the holder or holders of
any share (or any of them) requiring such holder or holders to notify the Company in writing within such period as may
be specified in such notice (which shall not be less than twenty-eight days from the date of service of such notice) of full
and accurate particulars of all or any of the following matters, namely: (i) his interest in such share; (ii) 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 holder of a share shall not be obliged to give particulars of interests of persons in the
share which arise only through another joint holder); and (iii) any arrangements (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 holder
of such share can be required to transfer the share or any interest therein to any person (other than a joint holder of the
share) or to act in relation to any meeting of the Company or of the holders 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 holder
of such share).

(b) If, pursuant to any notice given under paragraph (a), the person stated to own any beneficial interest in a share or

the person in favour of whom any holder (or other person having any beneficial interest in the share) has entered into any
arrangements referred to in sub-paragraph (a) (iii), is a body corporate, trust, society or any other legal entity or association
of individuals and/or entities, the Directors may 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, give a notice to the holder or holders of such share (or any
of them) requiring such holder or holders to notify the Company in writing within such period as may be specified in such
notice (which shall not be less than fourteen days from the date of service of such notice) of full and accurate particulars
of the names and addresses of the individuals who control (whether directly or indirectly and through any number of vehicles
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 which is
listed or quoted 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.

(c) The Directors may, if they think fit, give notices under paragraphs (a) and (b) at the same time on the basis that the

notice given pursuant to paragraph (b) shall be contingent upon disclosure of certain facts pursuant to a notice given pursuant
to paragraph (a).

(d) The Directors may (before or after receipt of any written particulars under this article) require any such particulars

to be verified by statutory declaration.

(e) The Directors may serve any notice pursuant to the terms of this article irrespective of whether or not the holder on

whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any una-
vailability 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 in any way prejudice or affect

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U X E M B O U R G

any compliance not so waived whether by the holder concerned or any other joint holder of the share or by any person to
whom a notice may be given at any time.

(f) 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.

(g) The provisions of this article 15 shall apply in relation to any transferee named in a transfer of shares in the Company

presented for registration as they apply to the holder or holders of any share in the Company. Accordingly, the Directors
shall be entitled to refuse to register any transfer until such time as they are satisfied that any transferee named in such
transfer has complied with a notice served under this article 15.

Lien

16. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys

(whether immediately payable or not) called or payable at a fixed time in respect of that share but the Directors may at any
time declare any share to be wholly or in part exempt from the provisions of this regulation. The Company's lien on a share
shall extend to all dividends payable thereon.

17. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but

no sale shall be made unless a sum in respect of which the lien exists is immediately payable, nor until the expiration of
14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien
exists as is immediately payable, has been given to the registered holder for the time being of the share or the person entitled
thereto by reason of his death or bankruptcy.

18. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser

thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be
bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.

19. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in

respect of which the lien exists as is immediately payable, and the residue, if any, shall (subject to a like lien for sums not
immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of
the sale.

Calls on shares

20. The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares

(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment
thereof made payable at fixed times, and each member shall (subject to receiving at least 14 days' notice specifying the
time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on
his shares. A call may be revoked or postponed as the Directors may determine.

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

passed and may be required to be paid by instalments.

22. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
23. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from

whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment
at such rate, not exceeding 20 per cent per annum, as the Directors may determine, but the Directors shall be at liberty to
waive payment of such interest wholly or in part.

24. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on

account of the nominal value of the share or by way of premium, shall for the purpose of these regulations be deemed to
be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-
payment all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise,
shall apply as if such sum had become payable by virtue of a call duly made and notified.

25. The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and

the time of payment.

26. The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the

moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the
same would, but for such advance, become payable) pay interest at such rate not exceeding (unless the Company in general
meeting otherwise directs) 15 per cent per annum, as may be agreed upon between the Directors and the member paying
such sum in advance.

Transfer of shares

27. The instrument of transfer of any share, and of any share warrant which may be transferred only by instrument of

transfer, shall be executed by or on behalf of the transferor and, in cases where the share is not fully paid, by or on behalf
of the transferee. The transferor shall be deemed to remain the holder of the share or warrant until the name of the transferee
is entered on the register in respect thereof.

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28. Subject to such of the restrictions of these articles and to such of the conditions of issue of any share warrants as

may be applicable, the shares of any member and any share warrant may be transferred by instrument in writing in any
usual or common form or any other form which the Directors may approve.

29. The Directors in their absolute discretion and without assigning any reason therefor may decline to register
(a) any transfer of a share warrant (if the Company is a private company, or if the Company is a public limited company

and its articles of association or the conditions of issue of any share warrants so authorise or permit the Directors); and

(b) any transfer of a share which is not fully paid.
30. The Directors may also decline to recognise any instrument of transfer unless:
(a) the instrument of transfer is accompanied by the certificate of the shares or share warrants 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; and

(b) the instrument of transfer is in respect of one class of share or share warrant only; and
(c) the instrument of transfer is in favour of not more than four transferees.
31. if the Directors refuse to register a transfer they shall, within two months after the date on which the transfer was

lodged with the Company, send to the transferee notice of the refusal.

32. The registration of transfers may be suspended at such times and for such period, not exceeding in the whole 30

days in each year, as the Directors may from time to time determine.

33. (a) All instruments of transfer shall upon their being lodged with the Company remain the property of the Company

and the Company shall be entitled to dispose of same as it so desires but any instrument of transfer which the Directors
refuse to register shall be returned to the person lodging it when notice of the refusal is given.

(b) Notwithstanding the provisions of articles 12, 27, 28, 30 and 31 the Directors shall be entitled to disapply ail or part

of the provisions of those articles in the event that Ministerial Regulations are made under section 239 of the 1990 Act
enabling title to securities (as defined in the said section) to be evidenced and transferred without a written instrument, but
in accordance with the requirements of such regulations.

Transmission of shares

34. In the case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the personal

representatives of the deceased where he was a sole holder, shall be the only 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 joint holder from
any liability in respect of any share which had been jointly held by him with other persons.

35. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such

evidence being produced as may from time to time properly be required by the Directors and subject as herein provided,
elect either to be registered himself as holder of the share or to have some person nominated by him registered as the
transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would
have had in the case of a transfer of the shares by that member before his death or bankruptcy, as the case may be.

36. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice

in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election
by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating
to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid
as if the death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that
member.

37. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same

dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he
shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to the meetings of the Company, so, however, that the Directors may at any time give
notice requiring 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 may thereupon withhold payment of all dividends, bonuses or other moneys payable in
respect of the share until the requirements of the notice have been complied with.

Forfeiture of shares

38. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may,

at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring
payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

39. The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice)

on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or
before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

40. If the requirements of any such notice as aforesaid are not complied with any shares in respect of which the notice

has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a
resolution of the Directors to that effect.

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41. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit,

and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

42. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall,

notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to
the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment
in full of all such moneys in respect of the shares.

43. A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the

Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given
for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the
share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to
the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in
the proceedings in reference to the forfeiture, sale or disposal of the share.

44. The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which, by the

terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way
of premium, as if the same had been payable by virtue of a call duly made and notified.

Conversion of shares into stock

45. The Company may by Ordinary Resolution convert any paid up shares into stock, and reconvert any stock into paid

up shares of any denomination.

46. The holders of stock may transfer the same or any part thereof, in the same maimer, and subject to the same regu-

lations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred,
or as near thereto as circumstances admit; and the Directors may from time to time fix the minimum amount of stock
transferable but so that such minimum shall not exceed the nominal amount of each share from which the stock arose.

47. The holders of stock shall, according to the amount of stock held by them, have the same rights- privileges and

advantages in relation to dividends, voting at meetings of the Company and other matters as if they held the shares from
which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the
Company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares,
have conferred that right, privilege or advantage.

48. Such of the articles of the Company as are applicable to paid up shares shall apply to stock, and the words “share”

and “shareholder” therein shall include “stock” and “stockholder.”

Alteration of capital

49. The Company may from time to time by Ordinary Resolution increase the authorised share capital by such sum, to

be divided into shares of such amount, as the resolution shall prescribe.

50. The Company may by Ordinary Resolution:-
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of

association subject, nevertheless, to section 68(l)(d) of the Act;

any person.

51. The Company may by Special Resolution reduce its share capital, any capital redemption reserve fund or any share

premium account in any manner and with and subject to any incident authorised, and consent required, by law.

General meetings

52. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting

in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse
between the date of one annual general meeting of the Company and that of the next.

53. All general meetings other than annual general meetings shall be called extraordinary general meetings.
54. The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general

meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided in
section 132 of the Act.

Notice of general meetings

55. (a) Subject to sections 133 and 141 of the Act, an annual general meeting and a meeting called for the passing of a

special resolution shall be called by 21 days' notice in writing at the least and a meeting of the Company (other than an
annual general meeting or a meeting for the passing of a Special Resolution) shall be called by 14 days' notice in writing
at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which
it is given and shall specify the day, the place and the hour of the meeting and, in the case of special business, the general

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nature of that business and shall be given in manner authorised by these articles to such persons as are under these articles
entitled to receive such notices from the Company.

(b) (i) A general meeting other than a meeting for the passing of a Special Resolution shall, notwithstanding that it is

called by shorter notice than that hereinbefore specified, be deemed to have been duly called if it is so agreed by the auditors
and by all the members entitled to attend and vote thereat.

(ii) A resolution may be proposed and passed as a Special Resolution at a meeting of which less than twenty-one days'

notice has been given if it is so agreed by a majority in number of the members having the right to attend and vote at any
such meeting being a majority together holding not less than ninety per cent in nominal value of the shares giving that right.

56. 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.

Proceedings at general meetings

57. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is

transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts,
balance sheets and the reports of the Directors and auditors, the election of Directors, the fixing of the remuneration of the
Directors, the re¬appointment of the retiring auditors and the fixing of the remuneration of the auditors.

58. No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting

proceeds to business. Three members present in person or by proxy and entitled to vote shall be a quorum.

59. If within half-an-hour from the time appointed for a general meeting (or such longer interval as the chairman may

think fit to allow) a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved;
in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day
and at such other time and place as the chairman at the meeting may determine, and if at such adjourned meeting a quorum
is not present within half-an-hour from the time appointed for the meeting, the meeting shall be dissolved except that if a
meeting to consider a resolution or resolutions for the winding up of the Company and the appointment of a liquidator be
adjourned for want of a quorum and if at such adjourned meeting such a quorum is not present within 30 minutes from the
time appointed for the adjourned meeting, any one or more members present in person or by proxy shall constitute a quorum
for the purposes of considering and if thought fit passing such resolution or resolutions but no other business may be
transacted.

60. The chairman, if any, of the board of Directors shall preside as chairman at every general meeting of the Company,

or if there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the
meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

61. If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after

the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the
meeting.

62. The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the

meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is
adjourned for thirty days or more, not less than seven days' notice of the adjourned meeting shall be given in like manner
as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting.

63. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll

is (before or on the declaration of the result of the show of hands) demanded by:

(a) the chairman; or
(b) by at least three members present in person or by proxy; or
(c) by any member or members present in person or by proxy and representing not less than one-tenth of the total voting

rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares in the Company conferring the right to vote at the meeting being shares on

which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring
that right.

Unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or

carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of
the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.
64. Except as provided in article 66, if a poll is duly demanded it shall be taken in such manner as the chairman directs,

and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

65. 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 second or casting vote.

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66. A poll demanded on the election of the chairman or on a question of adjournment shall be taken forthwith. A poll

demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other
than that on which a poll has been demanded may be proceeded with pending the taking of the poll.

67. Subject to section 141 of the Act, a resolution in writing signed by all of the members for the time being entitled to

attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives)
shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company
duly convened and held, and may consist of several documents in like form each signed by one or more persons, and if
described as a special resolution shall be deemed to be a special resolution within the meaning of the Act. Any such
resolution shall be served on the Company.

Votes of members

68. Subject to any special rights or restrictions as to voting for the time being attached by or in accordance with these

articles to any class of shares, on a show of hands every member present in person and every proxy shall have one vote,
but so that no one member shall on a show of hands have more than one vote in respect of the aggregate number of shares
of which he is the holder, and on a poll every member who is present in person or by proxy shall have one vote for each
share of which he is the holder.

69. When there are 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 holders; and for this purpose, seniority shall be determined by the
order in which the names stand in the register.

70. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in

lunacy, 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.

71. No member shall be entitled to vote at any general meeting unless any calls or other sums immediately payable by

him in respect of shares in the Company have been paid.

72. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which

the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any
such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and
conclusive.

73. Votes may be given either personally or by proxy.
74. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised

in writing or, if the appointer is a body corporate, either under seal or under the hand of an officer or attorney duly authorised.
A proxy need not be a member of the Company,

75. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or

a notarially certified copy of that power or authority, shall be deposited at the registered office or at such other place in
Ireland as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding
the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll,
not less than 48 hours before the time appointed for the taking of the poll, and, in default, the instrument of proxy shall not
be treated as valid.

76. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:

Public limited company

I/We...
of...
being (a) member(s) of the above company HEREBY APPOINT:
of... or failing him
of... or failing him
the chairman of the meeting, to be my/our proxy to vote for me/us and on my/our behalf at the (annual or extraordinary,

as the case may be) general meeting of the Company convened for the day of 20 and at any adjournment thereof. I/We
direct the proxy to vote for/ against* the resolution to be proposed thereat.

Dated this day of 20
Signature(s)...
...
This instrument of proxy to be valid must be lodged at the registered office of the Company (or, at such other place as

is specified for that purpose in the notice convening the meeting) not less than 48 hours before the time fixed for the meeting.

In the case of a corporation this instrument may be either under the common seal or under the hand of an officer or

attorney authorised in that behalf.

- Strike out for or against. If you do not do so the proxy will vote or abstain as he thinks fit.”
77. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

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78. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous

death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the
transfer of the share in respect of which the proxy is given, if no intimation in writing of such death, insanity, revocation
or transfer as aforesaid is received by the Company at the office before the commencement of the meeting or adjourned
meeting at which the proxy is used.

Restriction of voting rights

79. (a) If at any time the Directors shall determine that a Specified Event (as hereinafter defined) shall have occurred in

relation to any share or shares the Directors may serve a notice to such effect on the holder or holders thereof. Upon the
service of any such notice (in these articles referred to as a “Restriction Notice”) no holder or holders of the share or shares
specified in such Restriction Notice shall, for so long as such Restriction Notice shall remain in force, be entitled to attend
or vote at any general meeting, either personally or by proxy.

(b) 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 holder or holders 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
upon 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 claiming to be entitled to such reduced rate as a result of the
transfer being one where no beneficial interest passes.

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 upon cancellation or cesser of such Restriction Notice.

(d) Any determination of the Directors and any notice served by them pursuant to the provisions of this article shall be

conclusive as against the holder or holders 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.

(e) If, while any Restriction Notice shall remain in force in respect of any holder or holders of any shares, such holder

or holders shall be issued any further shares as a result of such holder or holders not renouncing any allotment of shares
made to him or them pursuant to a capitalisation issue under articles 138 and 139 the Restriction Notice shall be deemed
also to apply to such holder or holders in respect of such further shares on the same terms and conditions as were applicable
to the said holder or holders immediately prior to such issue of further shares.

(f) For the purpose of these articles the expression “Specified Event” in relation to any share shall mean any of the

following events:- (i) the failure by the holder or holders thereof to pay any call or instalment of a call in the manner and
at the time appointed for payment thereof; or (ii) the failure by the holder thereof or any of the holders thereof to comply,
to the satisfaction of the Directors, with all or any of the terms of article 15 in respect of any notice or notices given to him
or any of them thereunder; or (iii) the failure by a transferee named in a transfer presented for registration to comply, to
the satisfaction of the Directors, with all or any of the terms of article 15 in respect of any notice or notices given to him
or any transferee thereunder.

Bodies corporate acting by representatives at meetings

80. Any body corporate which is a member of the Company may by resolution of its directors or other governing body

authorise such persons as it thinks fit to act as its representative at any meeting of the Company or of any class of members
of the Company, and the persons so authorised shall be entitled to exercise the same powers on behalf of the body corporate
which he represents as that body corporate could exercise if it were an individual member of the Company.

Directors

81. The number of Directors shall not be less than two nor more than ten.
82. The remuneration of the Directors shall from time to time be determined by an Ordinary Resolution of the Company

and shall (unless any such resolution otherwise provides) be divisible among the Directors as they may agree, or, failing
agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such
remuneration is payable shall be entitled to rank in such division for a proportion of the remuneration related to the period
during which he has held office. The Directors may also be paid all travelling, hotel and other expenses properly incurred
by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings
of the Company or in connection with the business of the Company.

83. If any Director shall be called upon to perform extra services which in the opinion of the Directors are outside the

scope of the ordinary duties of a Director, the Company may remunerate such Director either by a fixed sum or by a
percentage of profits or otherwise as may be determined by a resolution passed at a meeting of the Directors and such
remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled as a
Director.

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84. A shareholding qualification for Directors may be fixed by the Company in general meeting and, unless and until

so fixed, no qualification shall be required. A Director who is not a member of the Company shall nevertheless be entitled
to attend and speak at general meetings.

85. Unless the Company otherwise directs a Director of the Company may be or become a Director or other officer of,

or otherwise interested in, any company promoted by the Company or in which the Company may be interested as share-
holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits
received by him as a Director or officer of, or from his interest in, such other company.

Borrowing powers

86. Subject to Part III of the Companies (Amendment) Act 1983 the Directors may exercise all the powers of the Company

to borrow or raise money, and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part
thereof and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt,
liability or obligation of the Company or of any third party, without any limitation as to amount.

Powers and duties of the directors

87. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting

and registering the Company and may exercise all such powers of the Company as are not, by the Acts or by these articles,
required to be exercised by the Company in general meeting, subject, nevertheless, to any of these articles, to the provisions
of the Acts and to such directions, being not inconsistent with the aforesaid articles or provisions, as may be given by the
Company in general meeting; but no direction given by the Company in general meeting shall invalidate any prior act of
the Directors which would have been valid if that direction had not been given.

88. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or

body or persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company
for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the
Directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power
of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may
think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested
in him.

89. The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for

use abroad and such powers shall be vested in the Directors.

90. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the

Company shall declare the nature of his interest at a meeting of the Directors in accordance with section 194 of the Act.

91. (1) Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal

whatsoever in which he has any material interest otherwise than by virtue of his interests in shares or debentures or other
securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in relation
to any resolution from which he is debarred from voting.

(2) A Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be

counted in the quorum) in respect of any resolutions concerning any of the following matters, namely;

(a) The giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request

of or for the benefit of the Company or any of its subsidiaries.

(b) The giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of

its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by
the giving of security.

or purchase in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof.

(d) Any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer

or shareholder or otherwise howsoever, provided that he is not the holder of or beneficially interested in one per cent or
more of the issued shares of any class of the equity share capital of such a company (or of any third company through which
his interest is derived) or of the voting rights available to members of the relevant companies (any such interest being
deemed for the purpose of this article to be a material interest in all circumstances).

(e) Any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits

scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval by the
Revenue Commissioners for taxation purposes.

(3) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of

appointment) of two or more Directors to offices or employment of 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 paragraph (2)(d) of this article) shall be entitled to vote (and
be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(4) If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any

Director to vote and if such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall

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be referred to the chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive
except in a case where the nature or extent of the interest of the Director concerned has not been fairly disclosed.

(5) The Company may by Ordinary Resolution 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.

92. A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any

other company in which the Company may be interested (other than the office of auditor of the Company or any subsidiary
thereof) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as
the Directors may determine, and no Director or intending Director shall be disqualified by his office from contracting or
being interested, directly or indirectly, in any contract or arrangement with the Company or any such other company either
with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise nor shall any
Director so contracting or being so interested be liable to account to the Company for any profits and advantages accruing
to him from any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship
thereby established.

93. The Directors may exercise the voting powers conferred by shares of any other company held or owned by the

Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour
of any resolution appointing the Directors or any of them as Directors or officers of such other company or providing for
the payment of remuneration or pensions to the Directors or officers of such other company.

94. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be

entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise
a Director or his firm to act as auditor to the Company.

95. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money

paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person
or persons and in such manner as the Directors shall from time to time by resolution determine.

96. The Directors shall cause minutes to be made in books provided for the purpose:
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.
97. The Directors may procure the establishment and maintenance of or participate in, or contribute to any non-contri-

butory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement
for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or
emoluments to any persons (including Directors or other officers) who are or shall have been at any time in the employment
or service of the Company or of any company which is or was a subsidiary of the Company or of the predecessor in business
of the Company or any such subsidiary or holding Company and the wives, widows, families, relatives or dependants of
any such persons. The Directors may also procure the establishment and subsidy of or subscription to and support of any
institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise
to advance the interests and well being of the Company or of any such other Company as aforesaid, or its members, and
payments for or towards the insurance of any such persons as aforesaid and subscriptions or guarantees of money for
charitable or benevolent objects or for any exhibition or for any public, general or useful object. Provided that any Director
shall be entitled to retain any benefit received by him hereunder, subject only, where the Acts require, to disclosure to the
members and the approval of the Company in general meeting.

Alternate directors

98. (a) Any Director may at any time appoint any person who must be approved by the majority of Directors to be an

alternate or substitute Director and may at any time terminate such appointment. Any such appointment or termination of
appointment shall be effected by notice in writing under the hand of the Director making or terminating such appointment
sent to or left at the office. The same person may be appointed as alternate director of more than one Director.

(b) The appointment of an alternate director shall ipso facto determine on the happening of any event which if he were

a Director would cause him to vacate such office and shall also determine ipso facto if the Director concerned (below called
“his principal”) ceases for any reason to be a Director. An alternate director shall not automatically vacate his office if his
principal retires by rotation or otherwise and is re-elected at the same general meeting at which such retirement took effect.

Directors of which his principal is a member and shall be entitled to attend and vote as a Director and be counted in the
quorum at any such meeting at which his principal is not personally present and generally at such meeting to perform all
functions of his principal as a Director in the absence of such principal. If his principal is for the time being absent from
the State or temporarily unable to act through ill-health or disability his signature to any resolution in writing of the Directors
shall be as effective as the signature of his principal. An alternate director shall not (save as aforesaid) have power to act
as a Director nor shall he be deemed to be a Director for the purposes of these articles.

(d) An alternate director shall be entitled to contract and be interested in and benefit from contracts or arrangements and

to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not
be entitled to receive from the Company in respect of his appointment as alternate director any remuneration except only

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such part (if any) of the remuneration otherwise payable to his principal as his appointer may by notice in writing to the
Company from time to time direct.

Disqualification of directors

99. The office of a Director shall be vacated ipso facto if the Director:
(a) ceases to be a Director by virtue of section 180 of the Act; or
(b) is adjudged bankrupt in Ireland or in Northern Ireland or in Great Britain or in any other place or makes any

arrangement or composition with his creditors generally; or

(c) is restricted or disqualified to act as a Director under the provisions of Part VII of the 1990 Act; or
(d) in the State or elsewhere has an order made by any court claiming jurisdiction in that behalf on the ground (howsoever

formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver
or other person (by whatsoever name called) to exercise powers with respect to his property or affairs; or

(e) resigns his office by notice in writing to the Company or in writing offers to resign and the Directors resolve to accept

such offer; or

(f) is convicted of any indictable offence other than an offence under the Road Traffic Act 1961 (as amended) unless

the Directors otherwise determine; or

(g) is removed from office under article 108; or
(h) is for more than six months absent without permission of the Directors from meetings of the Directors held during

that period, and they pass a resolution that he has by reason of such absence vacated office; or

(i) if not less than five-sixths of the Directors of the Company for the time being sign a request addressed to him that

he resign; or

(j) is in full time employment of the Company, or of a subsidiary of the Company, on the termination of such employment.

Retirement of directors

100. No person shall be appointed a Director of the Company who has attained the age of sixty-five years and a Director

shall vacate his office at the next annual general meeting after he attains the age of sixty-five years; and in respect of such
vacation of office no provision contained in these articles for automatic reappointment of retiring Directors in default of
another appointment shall apply, but any such vacancy may be filled as a casual vacancy, PROVIDED ALWAYS that a
person may be appointed a Director at any age and a Director may continue in office after attaining any age and shall not
be required to retire upon attaining the age of years as aforesaid if his appointment or continuance as a Director is approved
by an Ordinary Resolution of the Directors.

Appointment, Rotation and removal of directors

101. At every annual general meeting of the Company one-third of the Directors (other than any managing director and

any Director holding an executive office with the Company) or if their number is not three or a multiple of three then the
number nearest one-third, shall retire from office. A Director retiring at a meeting shall retain office until the close or
adjournment of the meeting.

102. The Directors to retire in every year shall be those who have been longest in office since their last election but as

between persons who become Directors on the same day, those to retire shall (unless they otherwise agree among them-
selves) be determined by lot.

103. A retiring Director shall be eligible for re-election.
104. The Company, at the meeting at which a Director retires in manner aforesaid, may fill the vacated office by electing

a person thereto and in default the retiring Director shall, if offering himself for re-election, be deemed to have been re-
elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-
election of such Director has been put to the meeting and lost.

105. No person (other than a Director retiring at the meeting) shall, unless recommended by the Directors, be eligible

for election to the office of Director at any general meeting unless not less than seven days before the day appointed for
the meeting there shall have been left at the office notice in writing signed by a member duly qualified to attend and vote
at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing
signed by that person of his willingness to be elected.

106. The Company may from time to time by Ordinary Resolution increase or reduce the number of Directors and may

also determine in what rotation the increased or reduced number is to go out of office.

107. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to

fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any
time exceed the number fixed in accordance with these articles. Any Director so appointed shall hold office only until the
next following annual general meeting, and shall then be eligible for re-election but shall not be taken into account in
determining the Directors who are to retire by rotation at such meeting.

108. The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with section

142 of the Act, remove any Director before the expiration of his period of office notwithstanding anything in these regu-

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lations or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim
such Director may have for damages for breach of any contract of service between him and the Company.

109. The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office

under article 108 and without prejudice to the powers of the Directors under article 107 the Company in general meeting
may appoint any person to be a Director either to fill a casual vacancy or as an additional Director. A person appointed in
place of a Director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become
a Director on the day on which the Director in whose place he is appointed was last elected a Director.

Proceedings of directors

110. (a) The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as

they may think fit. The quorum necessary for the transaction of the business of the Directors shall be two or such higher
number as may be fixed by the Directors. Questions arising at any meeting shall be decided by a majority of votes. In the
case of an equality of votes, the chairman of the meeting shall have a casting vote.

(b) Each Director present and voting shall have one vote and shall in addition to his own vote 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.

whereby all persons participating in the meeting can hear each other speak; and participation in a meeting in this manner
shall be deemed to constitute presence in person (or as the case may be, by alternate) at such meeting and any director (or
his alternate) may be situated in any part of the world for any such meeting.

111. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the

Directors.

112. The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number

is reduced below the number fixed by or pursuant to these articles as the necessary quorum of Directors, the continuing
Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a
general meeting of the Company but for no other purpose.

113. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office. Any

Director may be elected no matter by whom he was appointed but if no such chairman is elected, or if at any meeting the
chairman 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.

114. The Directors may delegate any of their powers to committees consisting of such member or members of the board

as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Directors, and the provisions of articles 110 and 111 hereof shall apply mutatis mutandis
to the meetings of committees.

115. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman

is not present within five minutes after the time appointed for holding the same the members present may choose one of
their number to be chairman of the meeting.

116. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director

shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director
or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been
duly appointed and was qualified to be a Director.

117. Notwithstanding anything in these articles or in the Acts which might be construed as providing to the contrary,

notice of every meeting of the Directors shall be given to all Directors including those for the time being or from time to
time absent from Ireland; but so that in the event of a Director having appointed an alternate, notice given to such alternate
who is in Ireland shall be sufficient notice to such Director.

118. A resolution in writing signed by all the Directors shall be as effective as if it had been duly passed at a meeting

of the Directors. Any such resolution may consist of several documents in the like form, each signed by one or more of the
Directors. For the purpose of this article the signature of an alternate director shall suffice in lieu of the signature of the
Director whom he represents.

Managing director

119. The Directors may from time to time appoint one or more of themselves to the office of managing director for such

period and on such terms as to remuneration and otherwise as they think fit, and, subject to the terms of any agreement
entered into in any particular case, may revoke such appointment. The appointment of such managing director shall be
automatically determined if he ceases from any cause to be a Director (without prejudice to any claim he may have for
damages for breach of any contract of service between him and the Company). A Director so appointed shall not, whilst

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holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement
of directors.

120. A managing director shall receive such remuneration whether by way of salary, commission or participation in the

profits, or partly in one way and partly in another, as the Directors may determine.

121. The Directors may entrust to and confer upon a managing director any of the powers exercisable by them upon

such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion
of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

Secretary/Assistant/Deputy secretaries

122. The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions

as they may think fit; and any Secretary so appointed may be removed by them. In addition, the Directors may appoint an
assistant company secretary (an “Assistant”) and/or a deputy company secretary (a “Deputy”) for such term, at such re-
muneration and upon such conditions as they may think fit; and any such Assistant or Deputy so appointed may be removed
by them and references herein to “secretary” shall be construed, if permitted, as including references to an Assistant or a
Deputy.

123. A provision of the Acts or these articles requiring or authorising a thing to be done by or to a Director and the

Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the
Secretary.

The seal

124. The seal shall be used only by the authority of the Directors or of a committee of Directors authorised by the

Directors in that behalf. Subject to the Companies Acts any instrument to which the Seal is affixed may be signed by any
person who has been authorised by the Board either generally or specifically to attest to the use of the Seal.

Dividends and reserves

125. The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended

by the Directors.

126. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be

justified by the profits of the Company.

127. No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the

Companies (Amendment) Act 1983.

128. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as

they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to
which the profits of the Company may be properly applied and pending such application may at the like discretion either
be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine.
The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not
to divide.

129. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be

declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid,
but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this article as paid
on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the
shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on
terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

130. The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately

payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

131. Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly

by the distribution of specific assets and in particular of paid up shares, debentures or debenture stocks of any other company
or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises
in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional
certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments
shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may
vest any such specific assets in trustees as may seem expedient to the Directors.

132. Any dividend, interest or other moneys payable in cash in respect of any shares may be paid by cheque or warrant

sent through the post directed to the registered address of the holder, or, where there are joint holders, to the registered
address of that one of the joint holders who is first named on the register or to such person and to such address as the holder
or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other
moneys payable in respect of the shares held by them as joint holders.

133. No dividend shall bear interest against the Company.

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Accounts

134. The Directors shall cause proper books of account to be kept relating to:
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and

expenditure takes place; and

(b) all sales and purchases of goods by the Company; and
(c) the assets and liabilities of the Company.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true

and fair view of the state of the Company's affairs and to explain its transactions.

135. The books of account shall be at the office or, subject to section 202 of the 1990 Act, at such place as the Directors

think fit and shall at all reasonable times be open to inspection by the officers of the Company and by any other persons
entitled pursuant to the Companies Acts to inspect the books of account of the Company.

136. The Directors shall from time to time determine whether and to what extent and at what times and places and under

what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of
members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book
or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general
meeting.

137. The Directors shall from time to time, in accordance with sections 148, 150, 157 and 158 of the Act, cause to be

prepared and to be laid before the annual general meeting of the Company such profit and loss accounts, balance sheets,
group accounts and reports as are required by the Acts to be prepared and laid before the annual general meeting of the
Company.

138. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be

laid before the annual general meeting of the Company together with a copy of the Directors' report and auditor's report
shall, not less than twenty-one days before the date of the annual general meetings, be sent to every person entitled under
the provisions of the Acts to receive them.

Capitalisation of profits

139. (a) The Company in general meeting may upon the recommendation of the Directors resolve that any sum for the

time being standing to the credit of any of the Company's reserves (including any capital redemption reserve fund or share
premium account) or to the credit of profit and loss account be capitalised and applied on behalf of the members who would
have been entitled to receive the same if the same had been distributed by way of dividend and in the same proportions
either in or towards paying up amounts for the time being unpaid on any shares held by them respectively or in paying up
in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or
debentures to be allotted and distributed credited as fully paid up to and amongst such holders in the proportions aforesaid)
or partly in one way and partly in another, so, however, that the only purposes for which sums standing to the credit of the
capital redemption reserve fund or the share premium account shall be applied shall be those permitted by sections 62 and
64 of the Act.

(b) The Company in general meeting may on the recommendation of the Directors resolve that any sum for the time

being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account which
is not available for distribution be capitalised by applying such sum in paying up in full unissued shares to be allotted as
fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributed
by way of dividend (and in the same proportions), and the Directors shall give effect to such resolution.

140. Whenever a resolution shall have been passed pursuant to article 139, the Directors shall make all appropriations

and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares
or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors
to make such provision as they shall think fit for the case of shares or debentures becoming distributable in fractions (and,
in particular, without prejudice to the generality of the foregoing, to sell the shares or debentures represented by such
fractions and distribute the net proceeds of such sale amongst the members otherwise entitled to such fractions in due
proportions) and also to authorise any person to enter on behalf of all the members concerned into an agreement with the
Company providing for the allotment to them respectively credited as fully paid up of any further shares or debentures to
which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application
thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their
existing shares and any agreement made under such authority shall be effective and binding on all such members.

Audit

141. Auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the Act or any

statutory amendment thereof.

Notices

142. A notice may be given by the Company to any member either personally or by sending it by post to him to his

registered address. Where a notice is sent by post, service of the notice shall be deemed to be effective by properly ad-

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dressing, prepaying and posting a letter containing the notice and to have been effected in the case of the notice of a meeting
at the expiration of 24 hours after the letter containing the same is posted, and in any other case at that time at which the
letter would be delivered in the ordinary course of post.

143. A notice may be given by the Company to the joint holders of a share by giving the notice to the joint holder first

named in the register in respect of the share.

144. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy

of a member by sending it through the post in a prepaid letter addressed to them by name or by title of representatives of
the deceased or official assignee in bankruptcy or by any like description at the address supplied for the purpose by the
persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in
which the same might have been given if the death or bankruptcy had not occurred.

145. Notice of every general meeting shall be given in any manner hereinbefore authorised to:
(a) every member; and
(b) every person upon whom the ownership of a share devolves by reason of his being a personal representative or the

official assignee in bankruptcy of a member, where the member but for his death or bankruptcy would be entitled to receive
notice of the meeting; and

(c) the auditor for the time being of the Company.
No other person shall be entitled to receive notices of general meetings.

Winding up

146. If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any

other sanction required by the Acts, divide among the members in specie or kind the whole or any part of the assets of the
Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he
deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as
between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any
part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction,
shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any
liability.

Indemnity

147. Subject to the provisions of an so far as may be admitted by the Acts, every Director, managing director, chief

executive, auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against
all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation
thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything
done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which
judgement is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any
material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for
relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

The Directors shall have power to purchase and maintain for or for the benefit of any person (including themselves)

who are or were at any time Directors or other officers of the Company, insurance against any liability incurred by such
persons in respect of any act or omission when in the actual or purported execution or discharge of their powers or otherwise
in relation to their duties, powers or offices in relation to the Company and the Directors shall be entitled to vote (and be
counted in the quorum) in respect of any resolution concerning the purchase of any such insurance.

Untraced shareholders

148. The Company shall be entitled to sell at the best price reasonably obtainable any share or stock of a member or any

share or stock to which a person is entitled by transmission if and provided that:

(a) for a period of twelve years (not less than three dividends having been declared and paid) no cheque or warrant sent

by the Company through the post in a prepaid letter addressed to the member or to the person entitled by transmission to
the share or stock at his address on the register or other the last known address given by the member or the person entitled
by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received
by the Company from the member or the person entitled by transmission; and

(b) at the expiration of the said period of twelve years the Company has given notice by advertisement in a leading

Dublin newspaper and a newspaper circulating in the area in which the address referred to in paragraph (a) of this article
is located of its intention to sell such share or stock; and

exercise of the power of sale received any communication from the member or person entitled by transmission; and

(d) if any shares in the Company are listed or dealt in on the Irish Stock Exchange, the Company has first given notice

in writing to the Irish Stock Exchange of its intention to sell such shares or stock.

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer

of such share or stock and such instrument of transfer shall be as effective as if it had been executed by the registered holder

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U X E M B O U R G

of or person entitled by transmission to such share or stock. The Company shall account to the member or other person
entitled to such share or stock for the net proceeds of such sale by carrying all monies in respect thereof to a separate account
which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in
respect thereof for such member or other person. Monies carried to such separate account may either be employed in the
business of the Company or invested in such investments (other than shares of the Company or its holding company if any)
as the Directors may from time to time think fit.

Destruction of documents

149. The Company may destroy:-
(i) any share certificate which has been cancelled, at any time after the expiry of one year from the date of such can-

cellation;

(ii) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, at

any time after the expiry of two years from the date such mandate variation, cancellation or notification was recorded by
the Company;

(iii) any instrument of transfer of shares which has been registered, at any time after the expiry of six years from the

date of registration; and

(iv) any other document on the basis of which any entry in the register was made, at any time after the expiry of six

years from the date an entry in the register was first made in respect of it;

and it shall be presumed conclusively in favour of the Company that every share certificate so destroyed was a valid

certificate duly and properly sealed and that every instrument of transfer so destroyed was a valid and effective instrument
duly and properly registered and that every other document destroyed hereunder was a valid and effective document in
accordance with the recorded particulars thereof in the books or records of the Company provided always that

(a) the foregoing provisions of this article shall apply only to the destruction of a document in good faith and without

express notice to the Company that the preservation of such document was relevant to a claim;

(b) nothing contained in this article shall be construed as imposing upon the Company any liability in respect of the

destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not
fulfilled; and

(c) references in this article to the destruction of any document include references to its disposal in any manner.
Names, addresses and descriptions of subscribers
For and on behalf of
Accenture Public Limited Company
1 Grand Canal Square,
Grand Canal Harbour, Dublin 2.
Corporate Body
For and on behalf of
AC Administration Services Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2.
Corporate Body
For and on behalf of
Arthur Cox Nominees Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2.
Corporate Body
For and on behalf of
Arthur Cox Registrars Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2.
Corporate Body
For and on behalf of
Arthur Cox Trust Services Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of
DIJR Nominees Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of
Fand Limited

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Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body

Dated the 27

day of March 2015.

Emma Hickey
Arthur Cox Building
Earlsfort Terrace, Dublin 2
Witness

Companies Acts 1963 to 2013
A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

ACCENTURE HOLDINGS PUBLIC LIMITED COMPANY

Appendix II. Form of Accenture Holdings plc's memorandum and articles of association substantially as they will

be in effect from and after the Effective Date

Companies Act 2014
A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

ACCENTURE HOLDINGS PUBLIC LIMITED COMPANY

Incorporated the 10

day of April 2015

CONSTITUTION

ACCENTURE HOLDINGS PUBLIC LIMITED COMPANY

MEMORANDUM OF ASSOCIATION

(as amended by Special Resolution dated 2015, effective 2015)
1. The name of the Company is ACCENTURE Holdings public limited company.
2. The Company is to be a public limited company.
3. The objects for which the Company is established are:
3.1 To carry on business as a holding company and to acquire and hold shares, stocks, debenture stock, bonds, mortgages,

obligations and securities and interests of any kind issued or guaranteed by any company, corporation or undertaking of
whatever nature and wherever constituted or carrying on business, whether in Ireland or elsewhere, and to vary, transpose,
dispose of or otherwise deal with, from time to time as may be considered expedient, any of the Company's investments
for the time being.

3.2 To acquire any such shares and other securities as are mentioned in the preceding paragraph by subscription, syndicate

participation, tender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise, and
to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the
ownership thereof.

3.3 To co-ordinate the administration, policies, management, supervision, control, research, planning, trading and any

and all other activities of, and to act as financial advisers and consultants to, any company or companies now or hereafter
incorporated or acquired which may be or may become a group company (which expression, in this and the next following
paragraph, means a company, wherever incorporated, which is or becomes a holding company or a subsidiary of, or affiliated
with, the Company within the meanings respectively assigned to those terms in the Companies Acts) or to any company
or companies now or hereafter incorporated or acquired (which are not group companies) with which the Company may
be or may become associated.

3.4 To provide financing and financial investment, management and advisory services to any group company, which

shall include but not be limited to granting or providing credit and financial accommodation, lending and making advances
with or without interest to any group company and lending to or depositing with any bank funds or other assets to provide
security (by way of mortgage, charge, pledge, lien or otherwise) for loans or other forms of financing granted to such group
company by such bank.

3.5 To lease, acquire by purchase or otherwise and hold, sell, dispose of and deal in real property and in personal property

of all kinds wheresoever situated.

3.6 To enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with or without

consideration or benefit the performance of any obligations of any person or persons and to guarantee the fidelity of
individuals filling or about to fill situations of trust or confidence.

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3.7 To acquire or undertake the whole or any part of the business, property and liabilities of any person carrying on any

business that the Company is authorized to cany on.

3.8 To apply for, register, purchase, lease, acquire, hold, use, control, licence, sell, assign or dispose of patents, patent

rights, copyrights, trade marks, formulae, licences, inventions, processes, distinctive marks and similar rights.

3.9 To enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint venture,

reciprocal concession or otherwise with any person carrying on or engaged in or about to carry on or engage in any business
or transaction that the Company is authorized to carry on or engage in or any business or transaction capable of being
conducted so as to benefit the Company.

3.10 To take or otherwise acquire and hold securities in any other body corporate having objects altogether or in part

similar to those of the Company or carrying on any business capable of being conducted so as to benefit the Company.

3.11 To lend money to any employee or to any person having dealings with the Company or with whom the Company

proposes to have dealings or to any other body corporate any of whose shares are held by the Company.

3.12 To apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or otherwise and to

exercise, carry out and enjoy any charter, licence, power, authority, franchise, concession, right or privilege, that any
government or authority or any body corporate or other public body may be empowered to grant, and to pay for, aid in and
contribute toward carrying it into effect and to assume any liabilities or obligations incidental thereto and to enter into any
arrangements with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to
the Company's objects or any of them.

3.13 To perform any duty or duties imposed on the Company by or under any enactment and to exercise any power

conferred on the Company by or under any enactment.

3.14 To incorporate or cause to be incorporated any one or more subsidiaries of the Company (within the meaning of

the Companies Acts) for the purpose of carrying on any business.

3.15 To establish and support or aid in the establishment and support of associations, institutions, funds or trusts for the

benefit of employees, directors and/or consultants or former employees, directors and/ or consultants of the Company or
its predecessors or any of its subsidiary or associated companies, or the dependants or connections of such employees,
directors and/or consultants or former employees, directors and/or consultants and grant gratuities, pensions and allowances,
including the establishment of share option schemes, enabling employees, directors and/or consultants of the Company or
other persons aforesaid to become shareholders in the Company, or otherwise to participate in the profits of the Company
upon such terms and in such manner as the Company thinks fit, and to make payments towards insurance or for any object
similar to those set forth in this paragraph.

3.16 To establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the

benefit of the Company's employees or the employees of any of its subsidiary or associated companies and to lend or
otherwise provide money to the trustees of such schemes or the Company's employees or the employees of any of its
subsidiary or associated companies to enable them to purchase shares of the Company.

3.17 To grant bonuses to any person or persons who are or have been in the employment of the Company or any of its

subsidiary or associated companies or any person or persons who are or have been directors of, or consultants to, the
Company or any of its subsidiary or associated companies.

3.18 To establish any scheme or otherwise to provide for the purchase by or on behalf of customers of the Company of

shares in the Company.

3.19 To subscribe or guarantee money for charitable, benevolent, educational or religious objects or for any exhibition

or for any public, general or useful objects.

3.20 To promote any company for the purpose of acquiring or taking over any of the property and liabilities of the

Company or for any other purpose that may benefit the Company.

3.21 To purchase, lease, take in exchange, hire or otherwise acquire any personal property and any rights or privileges

that the Company considers necessary or convenient for the purposes of its business.

3.22 To construct, maintain, alter, renovate and demolish any buildings or works necessary or convenient for its objects.
3.23 To construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways, branches or sidings,

bridges, reservoirs, watercourses, wharves, factories, warehouses, electric works, shops, stores and other works and con-
veniences that may advance the interests of the Company and contribute to, subsidize or otherwise assist or take part in the
construction, improvement, maintenance, working, management and carrying out of control thereof.

3.24 To raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement, guarantee or

otherwise, any person and guarantee the performance or fulfilment of any contracts or obligations of any person, and in
particular guarantee the payment of the principal of and interest on the debt obligations of any such person.

3.25 To borrow or raise or secure the payment of money (including money in a currency other than the currency of

Ireland) in such manner as the Company shall think fit and in particular by the issue of debentures or any other securities,
perpetual or otherwise, charged upon all or any of the Company's property, both present and future, including its uncalled
capital and to purchase, redeem or pay off any such securities.

3.26 To engage in currency exchange, interest rate and/or commodity or index linked transactions (whether in connection

with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as

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an independent object or activity) including, but not limited to, dealings in foreign currency, spot and forward rate exchange
contracts, futures, options, forward rate agreements, swaps, caps, floors, collars, commodity or index linked swaps and any
other foreign exchange, interest rate or commodity or index linked arrangements and such other instruments as are similar
to or derive from any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency
or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and
powers conferred by or incidental, directly or indirectly, to such transactions or termination of any such transactions.

3.27 To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or

guaranteeing the placing of any of the shares of the Company's capital or any debentures, debenture stock or other securities
of the Company or in or about the formation or promotion of the Company or the conduct of its business.

3.28 To draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills of lading,

warrants and other negotiable or transferable instruments.

3.29 To sell, lease, exchange or otherwise dispose of the undertaking of the Company or any part thereof as an entirety

or substantially as an entirety for such consideration as the Company thinks fit.

3.30 To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with the property

of the Company in the ordinary course of its business.

3.31 To adopt such means of making known the products of the Company as may seem expedient, and in particular by

advertising, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting
prizes and rewards and making donations.

3.32 To cause the Company to be registered and recognized in any foreign jurisdiction, and designate persons therein

according to the laws of that foreign jurisdiction or to represent the Company and to accept service for and on behalf of
the Company of any process or suit.

3.33 To allot and issue fully-paid shares of the Company in payment or part payment of any property purchased or

otherwise acquired by the Company or for any past services performed for the Company.

3.34 To distribute among the members of the Company in cash, kind, specie or otherwise as may be resolved, by way

of dividend, bonus or in any other manner considered advisable, any property of the Company, but not so as to decrease
the capital of the Company unless the distribution is made for the purpose of enabling the Company to be dissolved or the
distribution, apart from this paragraph, would be otherwise lawful.

3.35 To promote freedom of contract, and to resist, insure against, counteract and discourage interference therewith, to

join any lawful federation, union or association or do any other lawful act or thing with a view to preventing or resisting
directly or indirectly any interruption of or interference with the Company's or any other trade or business or providing or
safeguarding against the same, or resisting strike, movement or organisation, which may be thought detrimental to the
interests or opposing any of the Company or its employees and to subscribe to any association or fund for any such purposes.

3.36 To establish agencies and branches.
3.37 To take or hold mortgages, hypothecations, liens and charges to secure payment of the purchase price, or of any

unpaid balance of the purchase price, of any part of the property of the Company of whatsoever kind sold by the Company,
or for any money due to the Company from purchasers and others and to sell or otherwise dispose of any such mortgage,
hypothec, lien or charge.

3.38 To pay all costs and expenses of or incidental to the incorporation and organization of the Company.
3.39 To invest and deal with the moneys of the Company not immediately required for the objects of the Company in

such manner as may be determined.

3.40 To do any of the things authorized by this memorandum as principals, agents, contractors, trustees or otherwise,

and either alone or in conjunction with others.

3.41 To do all such other things as are incidental or conductive to the attainment of the objects and the exercise of the

powers of the Company.

4. The liability of the members is limited.
5. The share capital of the Company is €44,000 divided into 40,000 Deferred Shares of €1.00 each and 4,000,000,000

Ordinary Shares of €0.000001 each.

6. The shares forming the capital, increased or reduced, may be increased or reduced and be divided into such classes

and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend,
capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to
time be provided by the original or any substituted or amended articles of association and regulations of the Company for
the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall
not be alterable otherwise than pursuant to the provisions of the Company's articles of association for the time being.

ARTICLES OF ASSOCIATION

ACCENTURE HOLDINGS PUBLIC LIMITED COMPANY

(as adopted by Special Resolution dated 2015, effective 2015)

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Preliminary

The following Regulations shall apply to the Company:
1. The provisions set out in these articles shall constitute the whole of the regulations applicable to the Company and

no “optional provision” as defined by section 1007(2) of the Companies Act (with the exception of sections 83 and 84)
shall apply to the Company.

2. In these articles, unless the context otherwise requires:
“ACCENTURE plc” means ACCENTURE plc, a public company with limited liability incorporated under Irish law

and having company registration number 471706;

“address” includes, without limitation, any number or address used for the purposes of communication by way of

electronic mail or other electronic communication;

“Assistant Secretary” means any person appointed by the Secretary from time to time to assist the Secretary;
“Average Price Per Share” as of any day shall equal the average of the high and low sales prices of Class A Ordinary

Shares as reported on the NYSE (or such other stock exchange as the Class A Ordinary Shares may be listed from time to
time), net of customary brokerage and similar transaction costs as determined with respect to the Company and by the
Company;

“Board” means the board of directors for the time being of the Company;
“Class A Ordinary Shares” means class A ordinary shares of nominal value US$0.0000225 per share (or such other

nominal value as may result from a reorganisation of capital) in the capital of ACCENTURE plc, having the rights and
being subject to the limitations set out in ACCENTURE plc's articles of association from time to time;

“clear days” means, in relation to the period of a notice, that period excluding the day on which the notice is given or

served, or deemed to be given or served, and the day for which it is given or on which it is to take effect;

“Companies Act” means the Companies Act 2014 and every statutory modification and re-enactment thereof for the

time being in force;

“Companies Acts” means the Companies Act, all statutory instruments which are to be read as one with or construed

or read together as one with the Companies Act and every statutory modification and re-enactment thereof for the time
being in force;

“Company” means the company whose name appears in the heading to these articles;
“Director” means a director for the time being of the Company;
“Encumbrance” means any adverse claim or right or third party right or interest any equity option or right of pre-emption

or right to acquire or restrict, any mortgage, charge, assignment, hypothecation, pledge, lien or security interest or arran-
gement of whatsoever nature, any reservation of title, any hire purchase, lease or instalment purchase agreement and any
other encumbrance, priority or security interest or similar arrangement of whatever nature;

“EUR”, “E” and “euro” means the currency of Ireland;
“Deferred Shares” means deferred shares of nominal value €1.00 per share (or such other nominal value as may result

from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set
out in these articles;

“Group Company” means the Company, any holding company of the Company and any subsidiary of the Company or

of any such holding company;

“Interest” means:
(a) any direct or indirect ownership of any type whatsoever including whether held through one or more intermediary

persons;

(b) any legal, beneficial or derivative interest;
(c) any option, contract for difference or contingent interest;
(d) any standing or general power of attorney; or
(e) any undertaking or arrangement to exercise any rights or powers in respect of any of the foregoing in accordance

with the instructions of another party;

“Market Price of a Class A Ordinary Share” as of any day shall equal the Average Price Per Share as of such day, unless

ACCENTURE plc sells (i.e. trade date) shares of its Class A Ordinary Shares on such day for cash other than in a transaction
with any employee or an affiliate and other than pursuant to a pre-existing obligation; in which case the “Market Price of
a Class A Ordinary Share” as of such day shall be the weighted average sale price per share, net of brokerage and similar
costs;

“NYSE” means the New York Stock Exchange;
“Ordinary Resolution” means an ordinary resolution of the Shareholders within the meaning of the Companies Acts;
“Ordinary Shares” means ordinary shares of nominal value €0.000001 per share (or such other nominal value as may

result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations
set out in these articles;

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“Paid Up” means paid up or credited as paid up;
“Person entitled by Transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy

of a Shareholder or of any other event giving rise to its transmission by operation of law has been noted in the Register;

“Redeemable Shares” means redeemable shares in accordance with the Companies Acts;
“Register” means the register of shareholders of the Company;
“Registered Office” means the registered office for the time being of the Company;
“Seal” means the common seal of the Company and includes any duplicate seal;
“Secretary” means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries and includes

a deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the secretary;

“Share” means any share in the capital of the Company;
“Shareholder” means in relation to any share, the member whose name is entered in the Register as the holder of the

share or, where the context permits, the members whose names are entered in the Register as the joint holders of shares;

“Special Resolution” means a special resolution of the Shareholders within the meaning of the Companies Acts;
“Subsidiary” and “holding company” have the same meanings as in the Companies Acts, except that references in the

relevant sections of the Companies Acts to a company shall include any body corporate or other legal entity, whether
incorporated or established in Ireland or elsewhere;

“Transfer” shall mean (i) any sale, transfer, pledge, hypothecation, redemption or other disposition, whether direct or

indirect, of a legal, beneficial or other Interest, whether or not for value, including short sales of securities of the Company,
option transactions (whether physical or cash settled) with respect to securities of the Company, use of equity or other
derivative financial instruments relating to securities of the Company and other hedging arrangements with respect to
securities of the Company or, as the case may be, (ii) any act of selling, transferring, pledging, hypothecating, redeeming,
disposing in any of the circumstances set out under item (i);

“United States Business Day” shall mean a day other than a Saturday, Sunday or United States federal holiday and shall

consist of the time period from 12:01 a.m. through 12:00 midnight (Eastern time);

“United States Trading Day” shall mean a day on which Class A Ordinary Shares are traded on the NYSE or any other

exchange on which they may be listed from time to time; and

“US dollars” or “US$” means United States dollars; and
“Valuation Ratio” at any time shall equal 1.00, provided that the Valuation Ratio shall be subject to adjustment from

time to time as follows:

If ACCENTURE plc:
(a) pays a dividend or makes a distribution on its Class A Ordinary Shares in Class A Ordinary Shares,
(b) subdivides its outstanding Class A Ordinary Shares into a greater number of shares,
(c) combines its outstanding Class A Ordinary Shares into a smaller number of shares,
(d) makes a distribution on its Class A Ordinary Shares in shares of its share capital other than Class A Ordinary Shares,

(e) issues by reclassification of its Class A Ordinary Shares any shares of its share capital,
then the Valuation Ratio in effect immediately prior to such action shall be adjusted so that the holder of Ordinary Shares

thereafter redeemed may receive the number of Class A Ordinary Shares, as the case may be, which it would have owned
immediately following such action if it had Transferred immediately prior to such action (after taking into account any
corresponding action taken by the Company).

In the event of any business combination, amalgamation, restructuring, recapitalisation or other extraordinary transaction

directly or indirectly involving ACCENTURE plc or any of its securities or assets as a result of which the holders of Class
A Ordinary Shares shall hold voting securities of an entity other than ACCENTURE plc, the terms “Class A Ordinary
Shares” and “ACCENTURE plc” where used in these articles shall refer to such voting securities formerly representing or
distributed in respect of Class A Ordinary Shares and such entity, respectively.

3. For the purposes of these articles, unless the context otherwise requires:
(a) a company shall be deemed to be present in person at a meeting if its representative, duly authorised pursuant to

these articles, is present;

(b) words importing only the singular number include the plural number and vice versa;
(c) words importing only one gender include the other gender;
(d) references to a company include any body corporate or other legal entity, whether incorporated or established in

Ireland or elsewhere;

(e) references to a person include any company, partnership or other body of persons, whether corporate or not, any

trust and any government, governmental body or agency or public authority, whether of Ireland or elsewhere;

(f) references to writing include typewriting, printing, lithography, photography, electronic mail and other modes of

representing or reproducing words in a legible and non-transitory form;

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(g) a reference to anything being done by electronic means includes its being done by means of any electronic or other

communications equipment or facilities and references to any communication being delivered or received, or being deli-
vered or received at a particular place, include the transmission of an electronic or similar communication, and to a recipient
identified in such manner or by such means, as the Board may from time to time approve or prescribe, either generally or
for a particular purpose;

(h) references to a signature or to anything being signed or executed include such forms of electronic signature or other

means of verifying the authenticity of an electronic or similar communication as the Board may from time to time approve
or prescribe, either generally or for a particular purpose;

(i) references to a dividend include any dividend or distribution, in cash or by the distribution of assets, paid or distributed

to Shareholders out of the profits of the Company available for distribution;

(j) any words or expressions defined in the Companies Acts, if not otherwise defined in or given a particular meaning

by these articles, have the same meaning in these articles;

(k) any reference to any statute or statutory provision (whether of Ireland or elsewhere) includes a reference to any

modification or re-enactment of it for the time being in force and to every rule, regulation or order made under it (or under
any such modification or re-enactment) and for the time being in force and any reference to any rule, regulation or order
made under any such statute or statutory provision includes a reference to any modification or replacement of such rule,
regulation or order for the time being in force; and

(l) references to shares carrying the general right to vote at general meetings of the Company are to those shares (of any

class or series) carrying the right to vote, other than shares which entitle the holders to vote only in limited circumstances
or upon the occurrence of a specified event or condition (whether or not those circumstances have arisen or that event or
condition has occurred).

Registered office

4. The Registered Office shall be at such place in Ireland as the Board from time to time decides.

Share capital

5. (a) The authorised share capital of the Company at the date of adoption of these articles is €44,000 divided into 40,000

Deferred Shares of €1.00 each and 4,000,000,000 Ordinary Shares of €0.000001 each.

(b) Ordinary Shares
The Ordinary Shares shall entitle the holders thereof to the following rights:
(i) as regards dividend:
the Company shall apply any profits or reserves which the Directors resolve to distribute in paying such profits or

reserves to the holders of the Ordinary Shares in respect of their holdings of such shares pari passu and pro rata to the
number of Ordinary Shares held by each of them;

(ii) as regards capital:
on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Ordinary Shares shall be entitled

to be paid the surplus assets of the Company remaining after payment of its liabilities in respect of their holdings of Ordinary
Shares pari passu and pro rata to the number of Ordinary Shares held by each of them;

(iii) as regards voting in general meetings:
subject to the right of the Company to set record dates for the purpose of determining the identity of Shareholders entitled

to notice of and/or vote at a general meeting, the holders of the Ordinary Shares shall be entitled to receive notice of, and
to attend and vote at, general meetings of the Company; every holder of Ordinary Shares present in person or by proxy
shall have one vote for each Ordinary Share held by him;

(iv) as regards redemption:
(A) An Ordinary Share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation

of an agreement, transaction or trade between the Company and any third party pursuant to which the Company acquires
or will acquire Ordinary Shares, or an Interest in Ordinary Shares, from the relevant third party. In these circumstances,
the acquisition of such shares by the Company shall constitute the redemption of a Redeemable Share in accordance with
the Companies Acts.

(B) Subject to the requirements of the Companies Acts and to any contractual restrictions on Transfer by a holder set

forth in any contract or agreement to which the Company or any other Group Company is a party, the Ordinary Shares
shall be redeemable for cash at the instance of the holder by giving irrevocable notice of an election for redemption to the
Company.

Shares if the Company receives a satisfactory opinion from an internationally recognised counsel or professional tax adviser
that such redemption should be tax-free with respect to the holder of such Ordinary Shares.

(D) Notwithstanding the foregoing, at the option of the Board, the redemption price payable to any Shareholder in

connection with any redemption under this article 5 may be paid in cash or in kind and notably, without limitation, in Class
A Ordinary Shares and any Shareholder, including for the avoidance of doubt, ACCENTURE plc, and the Company may

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U X E M B O U R G

agree that the Company may redeem such Shareholder's or part of such Shareholder's Ordinary Shares for different con-
sideration or for consideration determined differently.

(E) On the occurrence of the death of a Shareholder that is a natural person, the Company shall be deemed to have

immediately redeemed all of the Ordinary Shares held by that holder for a consideration of US$1 in cash, such sum held
by the Company on trust as bare trustee for the benefit of the Shareholder's estate, as determined in accordance with articles
45 to 48 below. The Company may separately make arrangements for a cash payment to be made, or for Class A Ordinary
Shares to be delivered through the facilities of the Depository Trust Company or other similar depositary, in each case, to
the Shareholder's estate to reflect the value of the number of Ordinary Shares redeemed.

(F) The redemption price for an Ordinary Share to be paid in Class A Ordinary Shares shall equal a number of Class A

Ordinary Shares equal to the Valuation Ratio.

(G) The redemption price for an Ordinary Share to be paid in cash shall equal the Valuation Ratio multiplied by the

Market Price of a Class A Ordinary Share as of either (i) the United States Trading Day on which the Company receives
the notice of an election for redemption with respect to such Ordinary Share (the “Redemption Notice”) if such notice is
received prior to the close of trading of Class A Ordinary Shares on the NYSE or any other stock exchange on which they
may be listed from time to time, or (ii) the United States Trading Day immediately following the United States Trading
Day on which the Company receives a Redemption Notice if such notice is received after the close of trading of Class A
Ordinary Shares on the NYSE or any other stock exchange on which they may be listed from time to time.

(H) Notwithstanding any other provision of these articles, a holder of Ordinary Shares shall not be entitled to have

Ordinary Shares redeemed or Transferred to the Company or any subsidiary thereof, and the Company shall have the right
to refuse to honour any request for redemption of Ordinary Shares:

(I) at any time or during any period, including, without limitation, a “blackout period”, if the Company determines,

based on the advice of counsel (which may be inside counsel of the Company or ACCENTURE plc), that there is material
non-public information that may affect the Average Price Per Share at such time or during such period;

(II) if such redemption would be prohibited under applicable law or regulation (in each case regardless of whether the

redemption price is payable in Class A Ordinary Shares, cash or other consideration); or

(III) from the date of the announcement of a tender offer by the Company or any of its affiliates for Ordinary Shares,

or any securities convertible into, or exchangeable or exercisable for, Ordinary Shares, until the expiration of ten United
States Business Days after the termination of such tender offer, provided that nothing in this article 5(b)(iv)(H)(III) shall
preclude any holder of Ordinary Shares from tendering Ordinary Shares in any such tender offer.

(v) as regards certificates:
unless the Board resolves otherwise (either generally or in any particular case or cases) holders of Ordinary Shares will

not be entitled to receive a share certificate in respect of any Ordinary Shares; and

(vi) as regards Transfer:
(A) Except for a transfer taking the form of a redemption made pursuant to article 5(b)(iv) or a Transfer to a Group

Company, Ordinary Shares are not transferable by their holders, unless the Ordinary Shareholder has received the prior
consent of the Board to the proposed Transfer to the proposed transferee.

(B) A holder of Ordinary Shares who wants to Transfer all or part of its Ordinary Shares or all or part of the rights

attached thereto, in any form whatsoever, must submit a prior application to the Board by any means approved by the
Board. A Transfer application shall specify the name of the proposed transferee, the proposed sale price or consideration
as well as any other information required by the Board.

(C) Upon receipt of an application in accordance with article 5(b)(vi)(B), the decision of the Board will be communicated

to the applicant as soon as reasonably practicable after it shall have been taken by any means approved by the Board.

(D) Any Transfer of Ordinary Shares not made in compliance with the terms of this article 5(b)(vi) shall, with respect

to the Company, be null and void.

(c) Deferred Shares
The Deferred Shares shall entitle the holders thereof to the following rights and will be subject to the following restric-

tions:

(i) The holders of the Deferred Shares shall not be entitled to receive any dividend or distribution and shall not be entitled

to receive notice of, nor to attend, speak or vote at any meeting of some or all of the Shareholders of the Company. On a
return of assets, whether on liquidation or otherwise, the Deferred Shares shall entitle the holder thereof only to the re-
payment of the amounts paid up on such shares after repayment of the share capital paid up on the Ordinary Shares plus
the payment of US$5,000,000 on each of the Ordinary Shares then in issue and the holders of the Deferred Shares (as such)
shall not be entitled to any further participation in the assets or profits of the Company.

(ii) The special resolution passed on the date of adoption of these articles (the “Adoption Date”) shall be deemed to

confer irrevocable authority on the Company at any time after the Adoption Date:

(A) to acquire all or any of the fully paid Deferred Shares otherwise than for valuable consideration in accordance with

the Companies Act and without obtaining the sanction of the holder(s) thereof;

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(B) to appoint any person to execute on behalf of the holders of the Deferred Shares remaining in issue (if any) a transfer

thereof and/or an agreement to transfer the same otherwise than for valuable consideration to the Company or to such other
person as the Company may nominate;

(C) to cancel any acquired Deferred Shares; and
(D) pending such acquisition and/or transfer and/or cancellation to retain the certifícate (if any) for such Deferred Shares.
(iii) Neither the acquisition by the Company otherwise than for valuable consideration of all or any of the Deferred

Shares nor the redemption thereof nor the cancellation thereof by the Company in accordance with this article 5(c) shall
constitute a variation or abrogation of the rights or privileges attached to the Deferred Shares, and accordingly the Deferred
Shares or any of them may be so acquired, redeemed and cancelled without any such consent or sanction on the part of the
holders thereof. The rights conferred upon the holders of the Deferred Shares shall not be deemed to be varied or abrogated
by the creation of further shares ranking in priority thereto or pari passu therewith.

Share rights

6. Without prejudice to the special rights conferred on the holders of any existing shares or class of shares and subject

to the provisions of the Companies Acts, any Share may be issued with such rights or restrictions as the Company may by
Ordinary Resolution determine.

7. (a) Subject to the provisions of the Companies Acts and the other provisions of this article the Company may:
(i) pursuant to the Companies Acts, issue any shares of the Company which are to be redeemed or are liable to be

redeemed at the option of the Company or the Shareholder on such terms and in such manner as may be determined by the
Company in general meeting on the recommendation of the Directors; or

(ii) pursuant to the Companies Acts, convert any of its shares into Redeemable Shares.
(b) Subject to any requirement to obtain the approval of Shareholders under any laws, regulations or the rules of any

stock exchange to which the Company is subject, the Board is authorised, from time to time, in its discretion, to grant such
persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such
number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants
or other appropriate instruments evidencing such options to be issued.

whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions,
whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Directors
may determine, including, without limitation, by paying cash or allotting and issuing fully or partly paid shares or any
combination of the two.

Variation of rights

8. (a) Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares

for the time being in issue may, unless otherwise expressly provided in the rights attaching to or by the terms of issue of
the shares of that class, from time to time (whether or not the Company is being wound up), be altered or abrogated with
the consent in writing of the holders of not less than 75 per cent of all of the votes capable of being cast at the relevant time
at a separate general meeting of the holders of the issued shares of that class or with the sanction of a Special Resolution
passed at a separate general meeting of the holders of shares of that class.

(b) All the provisions of these articles relating to general meetings of the Company shall apply mutatis mutandis to any

separate general meeting of any class of Shareholders, except that the necessary quorum shall be two or more Shareholders
present in person or by proxy together holding or representing a majority of the issued shares of the relevant class; provided
that, if the relevant class of Shareholders has only one Shareholder, one Shareholder present in person or by proxy shall
constitute the necessary quorum.

9. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly

provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered or abrogated by (i) the
creation or issue of further shares ranking pari passu with them, (ii) the creation or issue for full value (as determined by
the Board) of further shares ranking as regards participation in the profits or assets of the Company or otherwise in priority
to them or (iii) the purchase or redemption by the Company of any of its own shares.

Shares

10. Subject to the Acts and the other provisions of these articles, the unissued shares of the Company (whether forming

part of the original share capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant
options or other rights over or otherwise deal with or dispose of them to such persons, at such times and for such conside-
ration and generally on such terms and conditions as the Board may from time to time determine but so that no share shall
be issued at a discount to nominal value save in accordance with the Companies Acts, and so that, in the case of shares
offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter
of the nominal amount of the share and the whole of any premium thereon. To the extent permitted by the Companies Acts,
in addition to the Directors, new shares may also be allotted by a committee of the Directors or by any other person where
such committee or person is so authorised by the Directors.

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11. The Board may, in connection with the issue of any shares, exercise all powers of paying commissions and brokerages

conferred or permitted by law.

12. Subject to the Companies Acts, the Company may, without prejudice to any relevant special rights attached to any

class of shares pursuant to the Companies Acts, purchase any of its own shares whether in the market, by tender or by
private agreement, at such prices (whether at nominal value or above or below nominal value) and otherwise on such terms
and conditions as the Board may from time to time determine including any Redeemable Shares and without any obligation
to purchase on any pro rata basis as between Shareholders or Shareholders of the same class, (the whole or any part of the
amount payable on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the
Companies Acts) and may cancel any Shares so purchased or hold them as treasury shares (as defined in the Companies
Acts) and may reissue any such shares as shares of any class or classes.

13. Except only as otherwise provided in these articles, as ordered by a court of competent jurisdiction or as otherwise

required by law, the Company shall be entitled to treat the registered holder of any share as the absolute owner of it and
accordingly no person shall be recognised by the Company as holding any share upon trust, and the Company shall not be
bound by or required in any way to recognise (even when having notice of it) any equitable, contingent, future or partial
interest or other right in any share except an absolute right to the entirety of the share in the registered holder of it.

Increase of capital

14. The Company may from time to time by Ordinary Resolution increase the authorised share capital by such sum, to

be divided into shares of such nominal value as such Ordinary Resolution shall prescribe.

15. The Company may, by the Ordinary Resolution increasing the authorised share capital, direct that the new shares

or any of them shall be offered in the first instance either at nominal value or at a premium or (subject to the provisions of
the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes in proportion to the
number of such shares held by them respectively or make any other provision as to the issue of the new shares.

16. The new shares shall be subject to all the provisions of these articles with reference to lien, the payment of calls,

forfeiture, transfer, transmission and otherwise.

Alteration of capital

17. (a) The Company may from time to time by Ordinary Resolution:
(i) divide its shares into several classes and attach to them respectively any preferential, deferred, qualified or special

rights, privileges or conditions;

(ii) consolidate and divide all or any of its share capital into shares of larger nominal value than any of its existing shares;
(iii) sub-divide its shares or any of them into shares of smaller nominal value than is fixed by its memorandum of

association, subject to the Companies Acts so, however, that in the sub-division the proportion between the amount paid
and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the
reduced share is derived;

(iv) make provision for the issue and allotment of shares which do not carry any voting rights;
(v) cancel shares which, at the date of the passing of the relevant Ordinary Resolution, have not been taken or agreed

to be taken by any person, and diminish the amount of its authorised share capital by the amount of the shares so cancelled;
and

(vi) subject to applicable law, change the currency denomination of its share capital.
(b) Where any difficulty arises in regard to any division, consolidation or sub-division under this article 17, the Board

may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions
and the distribution of the net proceeds of sale in due proportion among the Shareholders who would have been entitled to
the fractions, except that any proceeds in respect of any holding which are less than a sum fixed by the Board may be
retained for the benefit of the Company. For the purpose of any such sale the Board may authorise some person to transfer
the shares representing fractious to the purchaser, who shall not be bound to see to the application of the purchase money,
nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

Reduction of capital

18. Subject to the Companies Acts and to any confirmation or consent required by law or these articles, the Company

may from time to time by Special Resolution authorise the reduction in any manner of its issued share capital (but not to
a sum less than the minimum share capital prescribed by its memorandum), and any undenominated capital.

19. In relation to any such reduction, the Company may by Special Resolution determine the terms upon which the

reduction is to be effected, including, in the case of a reduction of part only of a class of shares, those shares to be affected.

Certificates

20. (a) Shares shall be issued in registered form. Unless otherwise provided by the rights attaching to or by the terms of

issue of any particular shares or letters and to the extent required by any stock exchange, depositary, or any operator of any
clearance or settlement system or by law, no Shareholder shall, upon becoming the holder of any share, be entitled to a

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share certifícate for the shares of each class held by him (nor, on transferring a part of his holding, to a certificate for the
balance).

(b) Share certificates, if issued, shall be in such form as the Board may from time to time prescribe, subject to the

requirements of the Companies Acts. No fee shall be charged by the Company for issuing a share certificate. In the case
of a share held jointly by several persons, delivery of a certifícate in their joint names to one of several joint holders shall
be sufficient delivery to all.

21. If a share certificate is worn-out or defaced, or alleged to have been lost or destroyed, it may be replaced without

fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional costs and out of pocket
expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in
case of wearing-out or defacement, on delivery of the certificate to the Company. The Board may require any such indemnity
to be secured in such manner as the Board may think fit.

22. (a) All certificates for shares (other than letters of allotment, scrip certificates and other like documents) shall, except

to the extent that the terms of issue of any shares otherwise provide, be issued under the Seal or a facsimile of it. Each
certificate shall be signed by such person or persons as the Board may from time to time decide, but the Board may determine
that certificates for shares or for particular shares need not be signed by any person.

(b) The Board may also determine, either generally or in any particular case, that any signatures on certificates for shares

(or certificates or agreements or other documents evidencing the issue by the Company of awards under any share option,
share incentive or other form of employee benefits plan adopted by the Company from time to time) need not be autographic
but may be affixed to such certificates, agreements or other documents by some mechanical means or may be facsimiles
printed on such certificates, agreements or other documents. If any person who has signed, or whose facsimile signature
has been used on, any such certificate, agreement or other document ceases for any reason to hold his office, such certificate,
agreement or other document may nevertheless be issued as though that person had not ceased to hold such office.

23. Nothing in these articles shall preclude (i) title to a share being evidenced or transferred otherwise than in writing

to the extent permitted by applicable law and otherwise as may be determined by the Board from time to time or (ii) the
Board from recognising the renunciation of the allotment of any share by the allottee in favour of some other person on
such terms and subject to such conditions as the Board may from time to time decide.

Lien

24. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys,

whether presently due or not, called or payable in respect of such share. The Company's lien on a share shall extend to all
dividends payable on it. The Board may at any time, either generally or in any particular case, waive any lien that has arisen
or declare any share to be wholly or in part exempt from the provisions of this article.

25. (a) The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien,

but no sale shall be made unless some sum in respect of which the lien exists is presently due nor until the expiration of 14
clear days after a notice, stating and demanding payment of the sum presently due and giving notice of the intention to sell
in default of such payment, has been served on the Shareholder for the time being of the share or the person entitled by
transmission to it.

(b) The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment

or discharge of the debt or liability in respect of which the lien exists so far as the same is due, and any residue shall (subject
to a like lien for debts or liabilities not presently due as existed upon the share prior to the sale) be paid to the holder of, or
the person entitled by transmission to, the share immediately before such sale. For giving effect to any such sale the Board
may authorise some person to transfer the share to the purchaser. The purchaser shall be registered as the holder of the
share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected
by any irregularity or invalidity in the proceedings relating to the sale.

future or possible liability upon the Company to make any payment or empowers any government or taxing authority or
government official to require the Company to make any payment in respect of any shares registered in the Register as
held either jointly or solely by any Shareholders or in respect of any dividends, bonuses or other monies due or payable or
accruing due or which may become due or payable to such Shareholder by the Company on or in respect of any Shares
registered as mentioned above or for or on account or in respect of any Shareholder and whether in consequence of:

(i) the death of such Shareholder;
(ii) the non-payment of any income tax or other tax by such Shareholder;
(iii) the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of

such Shareholder or by or out of his estate: or

(iv) any other act or thing;
in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company

liable to make additional payments in respect of sums withheld on account of the foregoing):

(i) the Company shall be fully indemnified by such Shareholder or his executor or administrator from all liability;

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(ii) the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in the

Register as held either jointly or solely by such Shareholder for all monies paid or payable by the Company as referred to
above in respect of such Shares or in respect of any dividends or other monies thereon or for or on account or in respect of
such Shareholder under or in consequence of any such law, together with interest at the rate of 15% per annum (or such
other rate as the Board may determine) thereon from the date of payment to date of repayment, and the Company may
deduct or set off against such dividends or other monies so payable any monies paid or payable by the Company as referred
to above together with interest at the same rate;

(iii) the Company may recover as a debt due from such Shareholder or his executor or administrator (wherever consti-

tuted) any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for
the period referred to above in excess of any dividends or other monies then due or payable by the Company; and

(iv) the Company may if any such money is paid or payable by it under any such law as referred to above refuse to

register a transfer of any Shares by any such Shareholder or his executor or administrator until such money and interest is
set off or deducted as referred to above or in the case that it exceeds the amount of any such dividends or other monies then
due or payable by the Company, until such excess is paid to the Company.

Subject to the rights conferred upon the holders of any class of shares, nothing in this article 25(c) will prejudice or

affect any right or remedy which any law may confer or purport to confer on the Company. As between the Company and
every such Shareholder as referred to above (and, his executor, administrator and estate, wherever constituted), any right
or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

Calls on shares

26. (a) The Board may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their

shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue of the
shares made payable at a date fixed by or in accordance with their terms of issue and each Shareholder shall (subject to the
Company serving on him at least 14 clear days' notice specifying the time or times and place of payment) pay to the
Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed
as the Board may determine.

(b) A call may be made payable by instalments and shall be deemed to be made at the time when the resolution of the

Board authorising the call is passed.

(c) A person on whom a call is made shall (in addition to the transferee) remain liable for it notwithstanding the subse-

quent transfer of the share in respect of which the call is made.

27. The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
28. If a sum called in respect of a share is not paid before or on the day appointed for its payment, the person from whom

the sum is due shall pay interest on the sum from the day appointed for payment to the time of actual payment at such rate
as the Board may determine, but the Board may waive payment of such interest, wholly or in part.

29. Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance

with such terms of issue, whether on account of the nominal value of the share or by way of premium, shall for all purposes
of these articles be deemed to be a call duly made, notified and payable on the date on which, by the terms of issue, the
same becomes payable, and, in case of non-payment, all the relevant provisions of these articles as to payment of interest,
forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

30. The Board may, on the issue of any shares, differentiate between the allottees or holders as to the amount of calls

to be paid and the times of payment.

31. The Board may, if it thinks fit, receive all or any part of the moneys payable on a share beyond the sum actually

called up on it if the Shareholder is willing to make payment in advance and, on any moneys so paid in advance, may (until
they would otherwise be due) pay interest at such rate as may be agreed between the Board and the Shareholder paying the
sum in advance.

Forfeiture of shares

32. If a Shareholder fails to pay any call or instalment of a call on the day appointed for its payment, the Board may at

any time while any part of such call or instalment remains unpaid serve on him a notice requiring payment of so much of
the call or instalment as is unpaid, together with any interest which may have accrued. The notice shall state a further day
(not being less than 14 clear days from the date of the notice) on or before which, and the place where, the payment required
by the notice is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed,
the shares in respect of which such call is made or instalment is payable will be liable to be forfeited.

33. The Board may accept the surrender of any share liable to be forfeited, and, in any such case, references in these

articles to forfeiture include surrender.

34. If the requirements of any notice given under article 32 are not complied with, any share in respect of which the

notice was given may, at any time before payment of all calls or instalments and interest due in respect of it is made, be
forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared and other moneys
payable in respect of the forfeited shares and not actually paid before the forfeiture.

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35. When any share has been forfeited, notice of the forfeiture shall be served on the person who was before forfeiture

the holder of the share or the person entitled by transmission to it, but no forfeiture shall be invalidated by any omission
to give such notice.

36. A forfeited share shall become the property of the Company and may be sold, re-offered or otherwise disposed of

either to the person who was, before forfeiture, the holder of, or entitled to, the share or to any other person, on such terms
and in such manner as the Board thinks fit. At any time before a sale, re-allotment or disposition the forfeiture may be
cancelled on such terms as the Board may mink fit.

37. A person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares but shall,

notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were payable
by him to the Company in respect of the shares, together with interest at such rate as the Board may determine from the
date of forfeiture until payment and the Company may enforce payment without being under any obligation to make any
allowance for the value of the shares forfeited.

38. An affidavit to the effect that the deponent is a Director or the Secretary and that a share has been duly forfeited on

the date stated in the affidavit shall be conclusive evidence of the facts stated in it as against all persons claiming to be
entitled to the share. The Company may receive the consideration (if any) given for the share on its sale, re-allotment or
disposition, and the Board may authorise some person to transfer the share to the person to whom it is sold, re-allotted or
disposed of. That person shall be registered as the holder of the share and shall not be bound to see to the application of
the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings
relating to the forfeiture, sale, re-allotment or disposal of the share.

Register of shareholders

39. (a) The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such

other place in Ireland as may be authorised by the Board from time to time.

(b) The Register may be closed at such times and for such periods as the Board may from time to time decide, subject

to the Companies Acts. Except during such time as it is closed, the Register shall be open to inspection in the manner
prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or between such other times as the Board from
time to time determines) on every working day.

(c) No Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust

or any equitable, contingent, future or partial interest in any share, and if any such entry exists or is permitted by the Board
it shall not be deemed to abrogate any provisions of these articles.

Register of directors and secretary

40. The Secretary shall maintain a register of the Directors and Secretary of the Company as required by the Companies

Acts. The register of Directors and Secretary shall be open to inspection in the manner prescribed by the Companies Acts
between 10:00 a.m. and 12:00 noon (or between such other times as the Board from time to time determines) on every
working day.

Transfer of shares

41. Subject to the Companies Acts and to such of the restrictions contained in these articles (including, without limitation,

article 5(b)(vi)) as may be applicable, any Shareholder may transfer all or any of his shares (of any class) by an instrument
of transfer in the usual common form or in any other form which the Board may from time to time approve. The instrument
of transfer may be endorsed on the certificate.

42. (a) The instrument of transfer of a share shall be signed by or on behalf of the transferor and, if the share is not fully

paid, by or on behalf of the transferee and the transferor shall be deemed to remain the holder of the share until the name
of the transferee is entered in the Register in respect of it. All instruments of transfer may be retained by the Company.

(b) The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary or an

Assistant Secretary, and the Secretary or Assistant Secretary shall be deemed to have been irrevocably appointed agent for
the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the
transferor of such share or shares all such transfers of shares held by the Shareholders in the share capital of the Company.
Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed
to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor
or the Secretary or Assistant Secretary as agent for the transferor, be deemed to be a proper instrument of transfer for the
purposes of the Companies Acts. The transferor shall be deemed to remain the Shareholder of the share until the name of
the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor
shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.

duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from
the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any
subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on
behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee,

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(ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) to claim a first and
permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp
duty paid. The Company's lien shall extend to all dividends paid on those shares.

(d) The Board may, in its absolute discretion and without assigning any reason for its decision, decline to register any

transfer of any share which is not a fully-paid share. The Board may also decline to register any transfer if:

(i) the instrument of transfer is not duly stamped, if required, and lodged at the Registered Office or any other place as

the Board may from time to time specify for the purpose, accompanied by the certificate (if any) for the shares to which it
relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(ii) the instrument of transfer is in respect of more than one class of share;
(iii) the instrument of transfer is in favour of more than four persons jointly;
(iv) it is not satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body

or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer
have been obtained;

(v) it is not satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its

subsidiaries) and the transferor are party or subject; or

(vi) the provisions of article 5(b)(vi) have not been complied with.
(e) Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise

the powers and discretions of the Board under article 42(e) and articles 41 and 43.

43. (a) If the Board declines to register a transfer it shall, within one month after the date on which the instrument of

transfer was lodged, send to the transferee notice of such refusal.

(b) No fee shall be charged by the Company for registering any transfer or for making any entry in the Register concerning

any other document relating to or affecting the title to any share (except that the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed on it in connection with such transfer or
entry).

Restrictions on transfer of covered shares

44. Each Shareholder who is an employee of the Company or any of its subsidiary or associated companies will comply

with any restrictions on transfer relating to Ordinary Shares imposed by the Company and notified to such person from
time to time pursuant to the Company's insider trading policies from time to time.

Transmission

45. In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint Shareholder, or

the estate representative, where he was sole Shareholder, shall be the only person or persons recognised by the Company
as having any title to the consideration paid by the Company on redemption of that Shareholder's Ordinary Shares on their
death in accordance with article 5(b)(iv)(E) above (the “Estate Redemption Consideration”). In this article, estate repre-
sentative means the person to whom probate or letters of administration or confirmation as executor has or have been
granted under the laws applicable to the estate of the deceased Shareholder or, failing such person, such other person as
the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this
article.

46. In the case of a person becoming entitled to the Estate Redemption Consideration in consequence of the death of a

Shareholder or otherwise by operation of applicable law, the Board may require the production to the Company of such
evidence of his entitlement as is prescribed by the Companies Acts or, to the extent that no such evidence is prescribed, as
may from time to time be required by the Board.

47. (a) Any person entitled by transmission to Estate Redemption Consideration may, by notice in writing to the Com-

pany, nominate a bank account for the Estate Redemption Consideration to be transferred to.

(b) The Board may at any time give notice requiring a person entitled by transmission to, by notice in writing to the

Company, nominate a bank account for the Estate Redemption Consideration to be transferred to, and if the notice is not
complied with within 60 days, the Board may deem the Estate Redemption Consideration to have been forfeited.

48. Subject to any directions of the Board from time to time in force, the Secretary or Assistant Secretary may exercise

the powers and discretions of the Board under articles 45, 46 and 47.

General meetings

49. The Board shall convene and the Company shall hold annual general meetings in accordance with the requirements

of the Companies Acts.

50. The Board may, whenever it thinks fit, and shall, on the requisition in writing of Shareholders holding such number

of shares as is prescribed by, and made in accordance with, the Companies Acts, convene a general meeting in the manner
required by the Companies Acts. All general meetings other than annual general meetings shall be called extraordinary
general meetings.

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51. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting

in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between
the date of one annual general meeting of the Company and that of the next. Subject to the Companies Acts, all general
meetings may be held outside of Ireland.

52. Each general meeting shall be held at such time and place as specified in the notice of meeting.

Notice of general meetings

53. Subject to the provisions of the Companies Acts 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 twenty-one clear days notice and all other extraordinary general meetings shall be called by at least fourteen clear
days notice. The notice of a general meeting shall specify the place, day and time of the meeting (including any satellite
meeting place arranged for the purposes of article 62) and, in the case of an extraordinary general meeting, the general
nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted by these
articles to all Shareholders (other than those who, under the provisions of these articles or the terms of issue of the shares
which they hold, are not entitled to receive such notice from the Company) and to each Director and to the auditors.

54. The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the

notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such
instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting. A
Shareholder present, either in person or by proxy, at any general meeting of the Company or of the holders of any class of
shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose for
which it was called.

Proceedings at general meetings

55. All business shall be deemed special that is transacted at an extraordinary general meeting, and also that is transacted

at an annual general meeting with the exception of:

(a) the consideration of the company's statutory financial statements and the report of the directors and the report of the

statutory auditors on those statements and that report;

(b) the review by the members of the company's affairs;
(c) the declaration of a dividend (if any) of an amount not exceeding the amount recommended by the directors;
(d) the authorisation of the directors to approve the remuneration of the statutory auditors; and
(e) the election and re-election of directors.
56. (a) The chairman of the Board or, in his absence, the president of the Board shall preside as chairman at every general

meeting of the Company or of any class of Shareholders. If there is no such chairman or president, or if at any meeting
neither the chairman nor the president is present within 5 minutes after the time appointed for holding the meeting, or if
neither of them is willing to act as chairman, the Directors present shall appoint one of those Directors who is willing to
act as chairman or, if only one Director is present, he shall preside as chairman, if willing to act. If none of the Directors
present is willing to act as chairman, the Director or Directors present may appoint any other executive of the Company
who is present and willing to act as chairman. In default of any such appointment, the persons present and entitled to vote
shall elect any executive of the Company who is present and willing to act as chairman or, if no executive of the Company
is present or if none of the executives of the Company present is willing to act as chairman, one of their number to be
chairman.

(b) Except in the case of the removal of auditors or Directors and subject to the Companies Acts, anything which may

be done by resolution in general meeting of all or any class or Shareholders may, without a meeting and without any previous
notice being required, be done by resolution in writing, signed by all of the Shareholders or any class thereof or their proxies
(or in the case of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts)
on behalf of such Shareholder) being all of the Shareholders of the Company or any class thereof, who at the date of the
resolution in writing would be entitled to attend a meeting and vote on the resolution and if described as a Special Resolution
shall be deemed to be a Special Resolution within the meaning of the Companies Acts. Such resolution in writing may be
signed in as many counterparts as may be necessary.

(c) For the purposes of any written resolution under article 56(b), the date of the resolution in writing is the date when

the resolution is signed by, or on behalf of, the last Shareholder to sign and any reference in any enactment to the date of
passing of a resolution is, in relation to a resolution in writing made in accordance with this section, a reference to such
date.

(d) A resolution in writing made in accordance with article 56(b) is as valid as if it had been passed by the Company in

general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be.
A resolution in writing made in accordance with this section shall constitute minutes for the purposes of the Companies
Acts and these articles.

57. (a) No business shall be transacted at any general meeting or adjourned meeting unless a quorum is present when

the meeting proceeds to business. Except as otherwise provided by the Companies Acts or these articles, one Shareholder

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U X E M B O U R G

present in person or by proxy and having the right to attend and vote at the meeting and holding shares representing more
than 50 per cent of the votes that may be cast by all Shareholders at the relevant time shall be a quorum.

(b) If within 5 minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed

for a meeting a quorum is not present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. If
within 15 minutes after the time appointed for a meeting, no shareholders are present, the meeting shall be dissolved. In
any other case, it shall stand adjourned to such other day and such other time and place as the chairman of the meeting may
determine. The Company shall give not less than 5 days notice of any meeting adjourned through want of a quorum and
such notice shall state the quorum requirement from the adjourned meeting under article 57(a). If within 5 minutes (or such
longer time as the chairman of the meeting may determine to wait) after the time appointed for any adjourned meeting a
quorum is not present, the meeting may be further adjourned to such other day and such other time and place as the chairman
of the meeting may determine, but otherwise the meeting shall be dissolved. A meeting may not be adjourned under this
article 57(b) to a day which is more than 90 days after the day originally appointed for the meeting.

(c) If it appears to the chairman of a general meeting that the place of the meeting specified in the notice convening the

meeting is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its
proceedings are valid if the chairman is satisfied that adequate facilities are available, whether at the place of the meeting
or elsewhere, to ensure that each such person who is unable to be accommodated at the place of the meeting is able to
communicate simultaneously and instantaneously with the persons present at the place of the meeting, whether by the use
of microphones, loud-speakers, audio-visual or other communications equipment or facilities.

58. (a) Subject to the Companies Acts, a meeting of the Shareholders or of any class of Shareholders may be held by

such electronic means as the Board may from time to time approve and which permit all persons participating in the meeting
to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute
presence in person at such meeting.

(b) The Board may resolve to enable persons entitled to attend a general meeting of the Company or of any class of

Shareholders to do so by simultaneous attendance and participation at a satellite meeting place anywhere in the world. The
Shareholders present at any such satellite meeting place in person or by proxy and entitled to vote shall be counted in the
quorum for, and shall be entitled to vote at, the general meeting in question if the chairman of the general meeting is satisfied
that adequate facilities are available throughout the general meeting to ensure that Shareholders attending at all the meeting
places are able to:

(i) communicate simultaneously and instantaneously with the persons present at the other meeting place or places,

whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities; and

(ii) have access to all documents which are required by the Companies Acts and these articles to be made available at

the meeting.

The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal

meeting place. If it appears to the chairman of the general meeting that the facilities at the principal meeting place or any
satellite meeting place are or become inadequate for the purposes referred to above, then the chairman may, without the
consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the
time of such adjournment shall be valid.

59. Each Director shall be entitled to attend and speak at any general meeting of the Company or of any class of

Shareholders.

60. The Board may make any security arrangements which it considers appropriate relating to the holding of a general

meeting of the Company or of any class of Shareholders including, without limitation, arranging for any person attending
a meeting to be searched and for items of personal property which may be taken into a meeting to be restricted, and any
person who fails to comply with any such arrangements may be refused entry to the meeting.

61. (a) Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company or

of any class of Shareholders if:

(i) it is proposed by or at the direction of the Board; or
(ii) it is proposed at the direction of the Court; or
(iii) it is proposed on the requisition in writing of such number of Shareholders as is prescribed by, and is made in

accordance with the Companies Acts; or

(iv) the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within

the scope of the meeting.

(b) No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of

the meeting in his absolute discretion decides that the amendment or the amended resolution may properly be put to a vote
at that meeting.

case may be), the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his
ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final
and conclusive.

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62. The chairman of the meeting may, with the consent of any meeting at which a quorum is present, adjourn the meeting

from time to time (or sine die) and from place to place. In addition to any other power of adjournment conferred by law,
the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has
commenced or a quorum is present) to another time and/or place (or sine die) if, in his opinion, it would facilitate the
conduct of the business of the meeting to do so or if he is so directed (prior to or at the meeting) by the Board. When a
meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Board.

63. When a meeting is adjourned for three months or more or sine die, not less than 10 clear days' notice of the adjourned

meeting shall be given in the same manner as in the case of the original meeting. Except as expressly provided by these
articles, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned
meeting. No business shall be transacted at any adjourned meeting except business which might properly have been trans-
acted at the meeting from which the adjournment took place.

Voting

64. Except where a greater majority is required by the Companies Acts or these articles, any question proposed for

consideration at any general meeting of the Company or of any class of Shareholders shall be decided by an Ordinary
Resolution and all resolutions put to the Shareholders will be decided on a poll.

65. Subject to any rights or restrictions for the time being attached to any class of shares, on any vote each Shareholder

present in person or by proxy shall, have one vote for each share held by him.

66. The Board may, before any meeting of Shareholders, determine the manner in which the poll is to be taken and the

manner in which votes are to be counted, which may include provision for votes to be cast by electronic means by persons
present in person or by proxy at the meeting and for the appointment of scrutineers. To the extent not so determined by the
Board, such matters shall be determined by the chairman of the meeting. A person appointed to act as a scrutineer need not
be a Shareholder.

67. Votes may be cast on the poll either personally or by proxy. A person entitled to more than one vote need not use

all his votes or cast all the votes he uses in the same way.

68. The result of the poll shall be deemed to be the resolution of the meeting.
69. In the case of an equality of votes at a general meeting, the motion shall be deemed to be lost and the chairman of

the meeting shall not be entitled to a second or casting vote.

70. In the case of joint holders of a share, 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 holders, and for this purpose seniority shall be determined, by
the order in which the names stand in the Register in respect of the joint holding.

71. Subject to article 72, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental

health or in respect of whom an order has been made by any court in Ireland (or elsewhere having jurisdiction) for the
protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver,
committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court,
and such receiver, committee, curator bonis or other person may vote by proxy and may otherwise act and be treated as
such Shareholder for the purpose of general meetings.

72. Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under article 71

shall be produced at the Registered Office (or at such other place as may be specified for the deposit of instruments of
proxy) not later than the last time by which an instrument appointing a proxy must be deposited in order to be valid for use
at the meeting or adjourned meeting or on the holding of the poll at or on which that person proposes to vote and, in default,
the right to vote shall not be exercisable.

73. No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting of the

Company or of any class of Shareholders in respect of any share held by him unless all calls or other sums presently payable
by him in respect of that share have been paid.

74. No objection may be raised to the qualification of any voter or to the counting of, or failure to count, any vote except

at the meeting at which the vote objected to is tendered. Any objection so raised shall be referred to the chairman of the
meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that it may have affected
the decision of the meeting. The decision of the chairman on any such matter shall be final and conclusive. Except as
otherwise decided by the chairman, every vote counted and not disallowed at the meeting shall be valid and every vote
disallowed or not counted shall be invalid.

Proxies and corporate representatives

75. (a) A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to

represent him and vote on his behalf in respect of all or some only of his shares at any general meeting (including an
adjourned meeting). A proxy need not be a Shareholder.

(b) A Shareholder which is a corporation may appoint any person (or two or more persons in the alternative) as its

representative to represent it and vote on its behalf at any general meeting (including an adjourned meeting) and such a
corporate representative may exercise the same power on behalf of the corporation which he represents as that corporation
could exercise if it were an individual Shareholder.

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appointing any persons in the alternative) at any such meeting provided that such appointment specifies the number of
shares in respect of which each such appointee is authorised to act as representative, not exceeding in aggregate the number
of shares held by the appointor and carrying the right to attend and vote at the relevant meeting.

(d) The appointment of a proxy or a corporate representative in relation to a particular meeting shall, unless the contrary

is stated, be valid for any adjournment of the meeting.

76. A Shareholder may appoint a standing proxy, with or without the power of substitution, or (if a corporation) a

standing representative by delivery to the Registered Office (or at such other place as the Board may from time to time
specify for such purpose) of evidence of such appointment. The appointment of such a standing proxy or representative
shall be valid for every general meeting and adjourned meeting until such time as it is revoked by notice to the Company,
but:

(a) the appointment of a standing proxy or representative may be made on an irrevocable basis in which case the Company

may recognise the vote of the proxy or representative given in accordance with the terms of the appointment, to the exclusion
of the vote of the Shareholder, until such time as the appointment ceases to be effective in accordance with its terms;

(b) (subject to article 76(a)) the appointment of a standing proxy or representative shall be deemed to be suspended at

any meeting or poll taken subsequently to any meeting at which the Shareholder is present or in respect of which the
Shareholder has specifically appointed another proxy or representative; and

validity of the appointment of any standing proxy or representative and, if it does so, the appointment of the standing proxy
or representative shall be deemed to be suspended until such time as the Board determines that it has received the required
evidence or other evidence satisfactory to it.

77. (a) A proxy may be appointed by an instrument in writing in any common form or in such other form as the Board

may approve, such instrument being executed under the hand of the appointor or of his attorney or agent authorised by him
in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person
authorised to sign the same. A proxy may also be appointed in such other maimer as the Board may from time to time
approve.

(b) Any instrument or other form of communication appointing or evidencing the appointment of a proxy or a corporate

representative (other than a standing proxy or representative), together with such evidence as to its due execution as the
Board may from time to time require, shall be delivered to the Registered Office (or to such other place or places as may
be specified in the notice convening the meeting or in any notice of an adjourned meeting or, in either case, in any other
information sent to Shareholders by or on behalf of the Board in relation to the meeting or adjourned meeting) by such
time or times as may be specified in the notice of meeting or adjourned meeting or in any such other information (which
times may differ when more than one place is so specified) or, if no such time is specified, at any time prior to the holding
of the relevant meeting or adjourned meeting at which the appointee proposes to vote, and, subject to the Companies Acts,
if not so delivered (but subject to article 81) the appointment shall not be treated as valid.

(c) Subject to article 81 and subject as mentioned in this article, an instrument or other form of communication appointing

or evidencing the appointment of a standing proxy or corporate representative shall not be treated as valid until 24 hours
after the time at which it, together with such evidence as to its due execution as the Board may from time to time require,
is delivered to the Registered Office (or to such other place or places as the Board may from time to time specify for the
purpose).

(d) If the terms of appointment of a proxy include a power of substitution, any proxy appointed by substitution under

such power shall be deemed to be the proxy of the Shareholder who conferred such power. All the provisions of these
articles relating to the execution and delivery of an instrument or other form of communication appointing or evidencing
the appointment of a proxy shall apply, mutates mutandis, to the instrument or other form of communication effecting or
evidencing such an appointment by substitution.

78. The appointment of a proxy, whether a standing proxy or a proxy relating to a particular meeting, shall be deemed,

unless the contrary is stated, to confer authority to vote on any amendment of a resolution and on any other resolution put
to a meeting for which it is valid in such manner as the proxy thinks fit.

79. A vote given by proxy, whether a standing proxy or a proxy relating to a particular meeting, shall be valid not-

withstanding the previous death or insanity of the principal, or revocation of the appointment of the proxy or of the authority
under which it was executed, unless notice of such death, insanity or revocation was received by the Company at the
Registered Office (or at any other place as may be specified for the delivery of instruments or other forms of communication
appointing or evidencing the appointment of proxies in the notice convening the meeting or in any other information sent
to Shareholders by or on behalf of the Board in relation to the meeting) before the commencement of the meeting or
adjourned meeting at which the vote is given or by such later time as the Board may decide, either generally or in any
particular case.

80. Notwithstanding the preceding provisions of these articles, the Board may decide, either generally or in any particular

case, to treat an instrument or other form of communication appointing or evidencing the appointment of a proxy or a
corporate representative as properly delivered for the purposes of these articles if a copy or facsimile image of the instrument
is sent by electronic means to the Registered Office (or to such place as may be specified in the notice convening the meeting

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U X E M B O U R G

or in any notice of any adjournment or, in either case, in any other information sent by or on behalf of the Board in relation
to the meeting or adjourned meeting).

81. Subject to the Companies Acts, the Board may also at its discretion waive any of the provisions of these articles

relating to the execution and deposit of an instrument or other form of communication appointing or evidencing the ap-
pointment of a proxy or a corporate representative or any ancillary matter (including, without limitation, any requirement
for the production or delivery of any instrument or other communication to any particular place or by any particular time
or in any particular way) and, in any case in which it considers it appropriate, may accept such verbal or other assurances
as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at any general meeting.

Appointment and removal of directors

82. Subject to articles 88 and 89, any Director will retain office until the close of the meeting at which he retires.
83. (a) Subject to the Companies Acts, no person shall be appointed a Director, unless, in the case of an annual or

extraordinary general meeting, such person is recommended by the Board.

(b) A Director need not be a Shareholder.
(c) All Directors, upon election or appointment (but not on re-appointment), must provide written acceptance of their

appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within 30 days of their
appointment.

84. The number of Directors from time to time shall be not less than 2 nor more than 10.
85. The Company may from time to time by Ordinary Resolution increase or reduce the minimum or maximum number

of Directors.

86. The Directors shall be individuals appointed as follows:
(a) subject to article 83, the Company by Ordinary Resolution at the annual general meeting in each year or at any

extraordinary general meeting called for the purpose may appoint any eligible person as a Director;

(b) the Board may, by a resolution passed with the approval of a majority of the Directors then in office, appoint any

persons as additional Directors (but so as not to exceed the maximum number of Directors permitted by these articles);

then in issue; or

(d) so long as there remains in office a sufficient number of Directors to constitute a quorum of the Board in accordance

with article 108(a), the Board may, by a resolution passed with the approval of a majority of the Directors then in office,
appoint any person as a Director to fill any vacancy occurring in the Board.

Alternate directors

87. (a) Any Director may appoint by writing (whether in electronic form or otherwise) 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 resolution of the Directors.
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, facsimile, electronic or advanced electronic signature
of the Director giving such authority.

(b) An alternate Director shall be entitled to receive notices of all meetings of the Directors and of all meetings of

committees of 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).

(c) Save as otherwise provided in these articles, an alternate Director shall be deemed for all purposes to be a Director

and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director
appointing him. 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 last mentioned remuneration as shall be agreed between
the alternate and the Director appointing him.

(d) A Director may revoke at any time the appointment of any alternate appointment by him. If a Director shall die or

cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine.

(e) If a Director retires but is re-appointed or deemed to have been reappointed at the meeting at which he retires, any

appointment of an alternate Director made by him which was in force immediately prior to his retirement shall continue
after his re¬appointment.

(f) Any appointment or revocation by a Director under this article 87 shall be effected by notice in writing (whether in

electronic form or otherwise) given under his hand to the Secretary or deposited or received at the Office or in any other
manner approved by the Directors.

Resignation, Disqualification and Removal of directors

88. The office of a Director shall be vacated:

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(a) if he resigns his office, on the date on which notice of his resignation is delivered to the Registered Office or tendered

at a meeting of the Board or on such later date as may be specified in such notice; or

(b) on his being prohibited by law from being a Director;
(c) on his ceasing to be a Director by virtue of any provision of the Companies Acts;
(d) if he is requested to resign in writing by not less than three quarters of the other Directors; or
(e) if he is required to resign by notice in writing from Shareholders representing 50% or more of the Company's Ordinary

Shares then in issue.

89. The Company may, by Ordinary Resolution, of which notice has been given in accordance with the Companies Acts,

remove any Director before the expiration of his period of office notwithstanding anything in these articles or in any
agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director
may have for damages for breach of any contract of service between him and the Company.

Directors' remuneration and expenses

90. Each Director (other than a Director who is also an employee of a Group Company) shall be entitled to receive such

fees for his services as a Director, if any, as the Board may from time to time determine. Directors who are also employees
of a Group Company will not be paid any such fees by the Company in addition to their remuneration as an employee.
Each Director shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company's business
or in the discharge of his duties as a Director, including (but without limitation) his reasonable travelling, hotel and incidental
expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings.

91. The Board may from time to time determine that, subject to the requirements of the Companies Acts, all or part of

any fees or other remuneration payable to any non-employee Director of the Company shall be provided in the form of
shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or
other securities, on such terms as the Board may decide.

Directors' interests

92. (a) A Director may hold any other office or place of profit with the Company (except that of auditor) in addition to

his office of Director for such period and upon such terms as the Board may determine and may be paid such extra
remuneration for so doing (whether by way of salary, commission, participation in profits or otherwise) as the Board may
determine, in addition to any remuneration or other amounts payable to a Director pursuant to any other article.

(b) A Director is expressly permitted (for the purposes of section 228(1)(d) of the Companies Act) to use the properly

of the Company pursuant to or in connection with: the exercise or performance of his or her duties, functions and powers
as Director or employee; the terms of any contract of service or employment or letter of appointment; and, or in the
alternative, any other usage authorised by the Directors (or a person authorised by the Directors) from time to time; and
including in each case for a Director's own benefit or for the benefit of another person.

an independent judgment but only where this has been expressly approved by a resolution of the Board.

93. A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor)

and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

94. (a) Subject to the Companies Acts, a Director notwithstanding his office (i) may be a party to, or otherwise interested

in, any transaction or arrangement with the Company or in which the Company is otherwise interested and (ii) 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 company or other person promoted by the Company or in which the Company is interested. The Board may also cause
the voting power conferred by the shares in any other company or other person held or owned by the Company to be
exercised in such manner in all respects as the Board thinks fit, including the exercise of votes in favour of any resolution
appointing the Directors or any of them to be directors or officers of such other company or person or voting or providing
for the payment of remuneration to any such Directors as the directors or officers of such other company or person.

(b) A Director who is in any way, whether directly or indirectly, to his knowledge interested in a contract or proposed

contract with the Company or any other Group Company shall declare the nature of his interest at the first opportunity at
a meeting of the Board at which the question of entering into the contract is first taken into consideration, if he knows his
interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested
in accordance with section 231 of the Companies Act.

Secretary by a Director declaring that he has an interest in a person and is to be regarded as interested in any transaction
or arrangement made with that person shall be a sufficient declaration of interest in relation to any transaction or arrangement
so made.

(d) 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 of the Company at the Registered 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.

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(e) So long as, where it is necessary, he declares the nature of his interest in accordance with article 94(b), a Director

shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or
employment to which these articles allow him to be appointed or from any transaction or arrangement in which these articles
allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any such
interest or benefit.

Powers of the board

95. Subject to the provisions of the Companies Acts and these articles, the Board shall manage the business and affairs

of the Company and may exercise all the powers of the Company as are not required by the Companies Acts or by these
articles to be exercised by the Company in general meeting. No alteration of these articles shall invalidate any prior act of
the Board which would have been valid if that alteration had not been made. The powers given by this article shall not be
limited by any special power given to the Board by these articles and, except as otherwise expressly provided in these
articles, a meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and
discretion for the time being vested in or exercisable by the Board. So long as the Director acts honestly and in good faith
with a view to the best interests of the Company in taking any action, including action that may involve or relate to a change
or potential change in the control of the Company, a Director may consider, among other things, both the long-term interests
of the

Company and its Shareholders and the effects that the Company's actions may have in the short term or long term upon

any one or more of the following matters:

(a) the prospects for potential growth, development, productivity and profitability of the Company;
(b) the employees, including “partner” level employees, of the Company and its subsidiaries;
(c) the retired former partners and “partner” level employees of the ACCENTURE group of businesses (as constituted

prior to the adoption of these articles);

(d) the customers and creditors of the Company and its subsidiaries;
(e) the ability of the Company and its subsidiaries to contribute to the communities in which they do business; and
(f) such other additional factors as a Director may consider appropriate in such circumstances.
Nothing in this article 95 shall create any duty owed by any Director to any person or entity to consider, or afford any

particular weight to, any of the foregoing matters or to limit his consideration to the foregoing matters. No such employee,
retired former partner of ACCENTURE, former employee, beneficiary, customer, creditor or community or member thereof
shall have any rights against any Director under this article 95.

96. The Board may exercise all the powers of the Company to borrow or raise money and to mortgage or charge all or

any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to
the Companies Acts, to issue debentures and other securities, whether outright or as collateral security for any debt, liability
or obligation of the Company or of any other person.

97. The Company may have an official seal for use abroad. The Company may exercise the powers conferred by the

Companies Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

98. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable

or not, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed,
as the case may be, in such manner as the Board shall from time to time determine.

99. The Board may (subject to article 90) exercise all the powers of the Company to grant or procure the grant or provision

of benefits, including pensions, annuities or other allowances, to or for any person, including any Director or former
Director, who has held any executive office or employment with, or whose services have directly or indirectly been of
benefit to, the Company or any company which is or has been a subsidiary of the Company or otherwise associated with
any of them or a predecessor in business of the Company or of any such other company, and to or for any relation or
dependant of any such person, and to contribute to any fund and pay premiums for the purchase or provision of any such
benefit, or for the insurance of any such person.

100. The Board may from time to time appoint one or more of its body to hold any executive office with the Company

for such period and on such terms as the Board may determine and may revoke or terminate any such appointment. Any
such revocation or termination shall be without prejudice to any claim for damages that such Director may have against
the Company or the Company may have against such Director for any breach of any contract of service between him and
the Company which may be involved in such revocation or termination. Any person so appointed shall receive such
remuneration, if any (whether by way of salary, commission, participation in profits or otherwise), as the Board may (subject
to article 92) determine.

Tax elections

101. The Board may, in its sole discretion, make any tax elections with respect to the Company, provided the Board

reasonably determines that any such election would not have an adverse impact on any Shareholder.

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Delegation of the board's powers

102. The Board may by power of attorney or otherwise (including by a duly passed resolution) appoint any person,

whether nominated directly or indirectly by the Board, to be the attorney or agent of the Company and may delegate to
such person any of the Board's powers, authorities and discretions (with power to sub-delegate) for such period and subject
to such conditions as it may think fit. The Board may revoke or vary any such appointment or delegation, but no person
dealing in good faith and without notice of such revocation or variation shall be affected by any such revocation or variation.
Any such power of attorney or resolution or other document may contain such provisions for the protection and convenience
of persons dealing with any such attorney or agent as the Board may think fit.

103. The Board may entrust to and confer upon any executive any of its powers, authorities and discretions (with power

to sub-delegate) on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the
exclusion of, its own powers and may from time to tune revoke or vary all or any of such powers, but no person dealing in
good faith and without notice of such revocation or variation shall be affected by any revocation or variation.

104. (a) The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any

committee, consisting of such person or persons (whether Directors or not) as it thinks fit. The Board may make any such
delegation on such terms and conditions with such restrictions as it thinks fit and either collaterally with, or to the exclusion
of, its own powers and may from time to time revoke or vary such delegation, but no person dealing in good faith and
without notice of such revocation or variation shall be affected by any revocation or variation. Any committee so formed
shall, in the exercise of the powers, authorities and discretion so delegated, conform to any regulations which may be
imposed on it by the Board. The power to delegate to a committee extends to all the powers, authorities and discretions of
the Board generally (including, but without limitation, those conferred by article 96) and shall not be limited by the fact
that in certain provisions of these articles, but not in others, express reference is made to a committee or to particular powers,
authorities or discretions being exercised by the Board or by a committee of the Board.

(b) The meetings and proceedings of any committee of the Board consisting of two or more members shall be governed

by the provisions contained in these articles for regulating the meetings and proceedings of the Board so far as they are
capable of applying and are not superseded by any regulations imposed by the Board except that, unless otherwise deter-
mined by the Board, the quorum necessary for the transaction of business at any committee meeting shall be two members.

Proceedings of the board

105. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Except

where a greater majority is required by these articles, questions arising at any meeting shall be determined by a majority
of the votes cast. In the case of an equality of votes the motion shall be deemed to be lost and the chairman of the meeting
shall not be entitled to a second or casting vote.

106. A meeting of the Board may at any time be summoned by the Chairman or, if there is no Chairman, by the chief

executive officer, if he is a Director. The Secretary shall also summon a meeting of the Board on the requisition of any two
or more of the Directors for the time being in office.

107. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to him personally or

by word of mouth or sent to him by post, facsimile or other electronic means at his last known address or any other address
given by him to the Company for this purpose. A Director may waive notice of any meeting either prospectively or retro-
actively or at the meeting in question.

108. (a) The quorum necessary for the transaction of business at any meeting of the Board shall be two Directors or a

majority of the Directors then in office, whichever is the higher number, but in determining the majority of the Directors
then in office for the purpose of ascertaining a quorum for the transaction of any particular business at a meeting there shall
be disregarded any Director who is not permitted to vote on that business.

(b) A Director shall not vote (or be counted in the quorum at a meeting) in respect of any resolution concerning his own

appointment (including fixing or varying its terms), or the termination of his own appointment, as the holder of any office
or place of profit with the Company or any other company in which the Company is interested but, where proposals are
under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appoint-
ment, of two or more Directors to offices or places of profit with the Company or any other company in which the Company
is interested, those proposals may be divided and a separate resolution be put in relation to each Director and in that case
each of the Directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless
it concerns his own appointment or the termination of his own appointment.

(c) Subject to article 108(b), a Director who has in accordance with article 94(b) disclosed his interest in a contract or

arrangement with the Company, or in which the Company is otherwise interested, may vote (and be counted in the quorum
at any meeting) in respect of any resolution concerning such contract or arrangement.

(d) If any question arises at any meeting as to the entitlement of any Director (including the chairman of the meeting)

to vote and the question is not resolved by his voluntarily agreeing to abstain from voting, the question shall be referred to
the decision of a vote of the other Directors present at the meeting (for which purpose the interested Director shall be
counted in the quorum but shall not vote on the matter) and their ruling in relation to the Director concerned shall be final
and conclusive except in a case where the nature or extent of the interest of the Director concerned, so far as known to him,
has not been fairly disclosed.

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(e) The Company may by Ordinary Resolution suspend or relax the provisions of this article 108 to any extent or ratify

any transaction not duly authorised by reason of a contravention of it.

109. So long as at least two Directors remain in office, the continuing Directors may act notwithstanding any vacancy

in the Board, but, if less than two Directors remain in office, the continuing Director may act only for the purposes of calling
a general meeting for such purposes as he or they think fit and of nominating a person or persons for appointment to the
Board.

110. The chairman of the Board or, in his absence, any Director holding the office of president shall preside as chairman

at every meeting of the Board. If there is no such chairman or president, or if at any meeting the chairman or the president
is not present within 5 minutes after the time appointed for holding the meeting or is not willing to act as chairman, the
Directors present may choose one of their number to be chairman of the meeting.

111. A resolution in writing signed or approved by all the Directors shall be as valid and effectual as a resolution passed

at a meeting of the Board duly called and constituted. Such a resolution may be contained in one document or in several
documents in like form each signed or approved by one or more of the Directors.

112. A meeting of the Board may be held by such electronic means as permit all persons participating in the meeting to

communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute
presence in person at such meeting. Such a meeting will be deemed to take place where the largest group of those partici-
pating in the meeting are physically present together or, if there is no such group, where the chairman of the meeting then
is.

113. All acts done in good faith by the Board or by any committee or by any person acting as a Director or member of

a committee or any person authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered
that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid
or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

Officers

114. (a) The Company may have such officers in addition to the Directors and the Secretary, as the Board may from

time to time determine. Without limiting the foregoing, such officers may include a chairman and deputy chairman or a
president and one or more vice-presidents. A person appointed to any such other office need not be a Director and the same
person may hold more than one office.

(b) Any person elected or appointed pursuant to this article 114 shall hold office for such period and on such terms as

the Board may determine and the Board may revoke or vary any such election or appointment at any time by resolution of
a majority of the Directors then in office. Any such revocation or variation shall be without prejudice to any claim for
damages that such officer may have against the Company or the Company may have against such officer for any breach
of any contract of service between him and the Company which may be involved in such revocation or variation. If any
such office becomes vacant for any reason, the vacancy may be filled by the Board.

(c) Except as provided in the Companies Acts or these articles, the powers and duties of any officer elected or appointed

pursuant to this article 114 shall be such as are determined from time to time by the Board.

Minutes

115. (a) The Board shall cause minutes to be made and books kept for the purpose of recording all the proceedings at

meetings of the Board and of any committee of the Board and at general meetings of the Company and of any class of
Shareholders of the Company.

(b) The minutes of general meetings of the Company and of any class of Shareholders of the Company (but not minutes

of meetings of the Board or any committee of it) shall be open to inspection in the manner prescribed by the Companies
Acts between 10:00 a.m. and 12:00 noon (or between such other times as the Board from time to time determines) on every
working day.

Secretary

116. The Secretary shall be appointed by the Board at such remuneration (if any) and on such terms as it may think fit

and any Secretary so appointed may be removed by the Board.

117. The duties of the Secretary shall be those prescribed by the Companies Acts, together with such other duties as

shall from time to time be prescribed by the Board, and in any case, shall include the making and keeping of records of the
votes, doings and proceedings of all meetings of the Shareholders and the Board of the Company, and committees, and the
authentication of records of the Company.

118. A provision of the Companies Acts or these articles requiring or authorising a thing to be done by or to a Director

and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the
place of, the Secretary.

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The seal

119. (a) The Seal shall consist of a circular metal device with the name of the Company around its outer margin and the

details of its registration across its centre. The Company may also have for use in any territory outside Ireland one or more
additional Seals, each of which shall be a duplicate of the Seal except, in the case of a Seal for use in sealing documents
creating or evidencing securities issued by the Company, for the addition on its face of the word “Securities”.

(b) The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of a

committee of the Board. Subject to the Companies Acts and except as provided in article 22, any instrument to which a
Seal is affixed may be signed by any person who has been authorised by the Board either generally or specifically to attest
to the use of a Seal.

Dividends and other payments

120. (a) The Company in general meeting may declare dividends, but no dividends shall exceed the amount recom-

mended by the Directors.

(b) The Directors may from time to time declare and pay such interim dividends to the Shareholders as appear to the

Directors to be justified by the profits of the Company.

121. Except insofar as the rights attaching to, or the terms of issue of, any shares otherwise provide:
(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the

dividend is paid, but no amount paid up on a share in advance of a call may be treated for the purpose of this article 121
as paid up on the share; and

(b) dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion

or portions of the period in respect of which the dividend is paid.

122. The Board may deduct from any dividend or other moneys payable to a Shareholder (either alone or jointly with

another) by the Company on or in respect of any shares all sums of money (if any) due from him (either alone or jointly
with another) to the Company on account of calls or otherwise in respect of shares of the Company.

123. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the

Company, unless the terms of issue of that share otherwise expressly provide.

124. (a) Any dividend or other sum payable in cash to the holder of a share may be paid by cheque, warrant or other

means approved by the Board and, in the case of a cheque or warrant, may be sent through the post addressed to the holder
at his address in the Register (or, in the case of joint holders, addressed to the holder whose name stands first in the Register
in respect of the share at his registered address as appearing in the Register) or addressed to such person at such address
as the holder or joint holders may in writing direct.

(b) Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order

of the holder or, in the case of joint holders, to the order of one or more of the holders and shall be sent at his or their risk
and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.

(c) In addition, any dividend or other sum payable to the holder of a share may be paid by a bank or other funds transfer

system or by such other means as may be approved by the Board and to or through such person as the holder or joint holders
may direct in writing, and the Company shall have no responsibility for any sums lost or delayed in the course of any such
transfer or when it has acted on any such direction.

(d) Any one of two or more joint holders may give an effectual receipt for any dividend or other moneys payable or

property distributable in respect of the shares held by such joint holders.

125. (a) If (i) a payment for a dividend or other sum payable in respect of a share sent by the Company to the person

entitled to it in accordance with these articles is left uncashed or is returned to the Company and, after reasonable enquiries,
the Company is unable to establish any new address or, with respect to a payment to be made by a funds transfer system,
a new account, for that person or (ii) such a payment is left uncashed or returned to the Company on two consecutive
occasions, the Company shall not be obliged to send any dividends or other sums payable in respect of that share to that
person until he notifies the Company of an address or, where the payment is to be made by a funds transfer system, details
of the account, to be used for the purpose.

(b) Any dividend or other distribution in respect of a share which is unclaimed for a period of 6 years from the date on

which it became payable shall be forfeited and shall revert to the Company. The payment by the Company of any unclaimed
dividend or other distribution payable on or in respect of a share into a separate account shall not constitute the Company
a trustee in respect of it.

126. The Board may direct payment or satisfaction of any dividend or other distribution wholly or in part by the distri-

bution of specific assets and, in particular, of fully or partly paid up shares or debentures of any other company; and, where
any difficulty arises in regard to such dividend or distribution, the Board may settle it as it thinks expedient, and in particular
may authorise any person to sell and transfer any fractions, or may ignore fractions altogether, and may fix the value for
distribution or dividend purposes of any such specific assets, and may determine that cash payments shall be made to any
Shareholders upon the footing of the values so fixed in order to secure equality of distribution, and may vest any such
specific assets in trustees as may seem expedient to the Board.

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Reserves

127. The Board may, before declaring any dividend or other distribution, set aside out of the profits of the Company

such sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the
Company and pending such application may, also at such discretion, either be employed in the business of the Company
or be invested in such manner as the Board lawfully determines. The Board may also without placing the same to reserves
carry forward any sums which it may think it prudent not to distribute.

Capitalisation of reserves

128. (a) The Board may, at any time and from time to time, resolve that it is desirable to capitalise all or any part of any

amount for the time being standing to the credit of any reserve or fund which is available for distribution or to the credit
of any share premium account and accordingly that such amount be set free for distribution amongst the Shareholders or
any class of Shareholders who would be entitled to it if distributed by way of dividend and in the same proportions, on the
footing that the same is not paid in cash but is applied either in or towards paying up amounts for the time being unpaid on
any shares in the Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures
or other obligations of the Company, to be allotted, distributed and credited as fully-paid amongst such Shareholders, or
partly in one way and partly in the other; provided that, for the purpose of this article, a share premium account may be
applied only in paying up of unissued shares to be issued to such Shareholders credited as fully-paid and provided further
than any sum standing to the credit of a share premium account may only be applied in crediting as fully-paid shares of the
same class as that from which the relevant share premium was derived.

(b) Where any difficulty arises in regard to any distribution under this article 128, the Board may settle the same as it

thinks expedient and, in particular, may make such provisions as it thinks fit in the case of securities becoming distributable
in fractions (including provision for the whole or part of the benefit of fractional entitlements to accrue to the Company)
and may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as
may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that
cash payments should be made to any Shareholders in lieu of any fractional entitlements, as may seem expedient to the
Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any
contract necessary or desirable for giving effect to it, and such appointment shall be effective and binding upon the Sha-
reholders.

129. (a) Whenever the Board decides to make a capitalisation issue of shares under article 128 it may, subject to the

rights attached to any particular class of shares, also decide to offer any Shareholder the right to elect to forego his entitlement
to receive additional shares under such capitalisation issue (or such part of his entitlement as the Board may determine)
and to receive instead a payment in cash (a “cash option”) in accordance with the following provisions of this article 129.

(b) The amount payable under and all other terms of the cash option shall be decided by the Board, which may fix a

limit on the extent to which an election for the cash option shall be effective (whether by reference to a part of any
Shareholder's total entitlement to additional shares or to the total number of additional shares in respect of which all such
elections may be made on any occasion).

specify the procedure to be followed in order to make an election.

(d) Payments to those Shareholders who elect to receive cash instead of their entitlement to further shares under such a

capitalisation issue (“cash electors”) may be made either (i) out of profits or reserves of the Company available for the
payment of dividends or (ii) out of the net proceeds of sale of the shares to which the cash electors would have been entitled
under such capitalisation issue but for their election to receive cash, or partly in one way and partly in the other, as the
Board determines, To the extent that the Board determines that payment is to be made as in (ii) above, the Board shall be
entitled to sell the additional shares to which the cash electors would have been entitled, to appoint some person to transfer
those shares to the purchaser (who shall not be bound to see to the application of the purchase money nor shall his title to
the shares be affected by any irregularity or invalidity in the proceedings relating to the sale). The net proceeds of sale shall
be applied in or towards payment of the amounts due to cash electors in respect of their cash entitlement and, to the extent
that they exceed that entitlement, may be retained by the Company for its benefit.

(e) The Board may decide that Shareholders resident in territories where, in the opinion of the Board, compliance with

local laws or regulations would be unduly onerous if those Shareholders were to receive additional shares, shall be deemed
to have exercised rights of election to receive cash.

(f) The Board may determine that any sums due in respect of a cash option to all or some of those Shareholders whose

registered addresses are in a particular territory shall be paid in a currency or currencies other than US dollars and; if it
does the Board may fix or otherwise determine the basis of conversion into the other currency or currencies and payment
of that converted amount in that currency shall be in full satisfaction of the entitlement to such sum.

130. (a) The Board may, subject to the rights attached to any particular class of shares, offer any Shareholder the right

to elect to receive further shares, credited as fully paid, instead of cash in respect of all (or some part) of any dividend (a
“scrip dividend”) in accordance with the following provisions of this article 130.

(b) The basis of allotment of the further shares shall be decided by the Board so that, as nearly as may be considered

convenient, the value of the further shares, including any fractional entitlement, is equal to the amount of the cash dividend

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U X E M B O U R G

which would otherwise have been paid. For these purposes the value of the further shares shall be calculated in such manner
as may be determined by the Board, but the value shall not in any event be less than the nominal value of a share.

(c) The Board shall give notice to the Shareholders of their rights of election in respect of the scrip dividend and shall

specify the procedure to be followed in order to make an election.

(d) The dividend or that part of it in respect of which an election for the scrip dividend is made shall not be paid and

instead further shares shall be allotted in accordance with elections duly made and the Board shall capitalise a sum equal
to not less than the aggregate nominal value of, nor more than the aggregate “value” (as determined under article 130(b))
of, the shares to be allotted, as the Board may determine out of such sums available for the purpose as the Board may
consider appropriate.

(e) The Board may decide that the right to elect for any scrip dividend shall not be made available to Shareholders

resident in any territory where, in the opinion of the Board, compliance by the Company with local laws or regulations
would be unduly onerous.

(f) The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a scrip

dividend election and the issue of any shares in accordance with the provisions of this article 130, and may make such
provisions as it thinks fit for the case of shares becoming distributable in fractions including provisions under which, in
whole or in part, the benefit of fractional entitlements accrues to the Company rather than to the Shareholders concerned.

(g) The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares

may, in respect of any future dividends for which a right of election pursuant to this article 130 is offered, elect to receive
further shares in lieu of such dividend on the terms of such mandate.

Record dates

131. (a) Notwithstanding any other provision of these articles, the Company by Ordinary Resolution or the Board may

fix any date as the record date for any dividend, distribution, allotment or issue and for the purpose of identifying the persons
entitled to receive notices of general meetings of the Company or of any class of Shareholders or other documents. Any
such record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue
is declared, paid or made or such notice or other document is dispatched.

(b) In relation to any general meeting of the Company or of any class of Shareholders or to any adjourned meeting of

which notice is given, the Board may specify in the notice of meeting or adjourned meeting or in any document sent to
Shareholders by or on behalf of the Board in relation to the meeting, a time and date (a “record date”) which is not more
than 60 days before the date fixed for the meeting (the “meeting date”) and, notwithstanding any provisions in these articles
to the contrary, in any such case:

(i) each person entered in the Register at the record date as a Shareholder, or a Shareholder of the relevant class, (a

“record date holder”) shall be entitled to attend and to vote at the relevant meeting and to exercise all of the rights or
privileges of a Shareholder, or a Shareholder of the relevant class, in relation to that meeting in respect of the shares, or
the shares of the relevant class, registered in his name at the record date; and

(ii) accordingly, a holder of relevant shares at the meeting date shall not be entitled to attend or to vote at the relevant

meeting, or to exercise any of the rights or privileges of a Shareholder, or a Shareholder of the relevant class, in respect of
the relevant shares at that meeting.

Accounting records

132. The Directors shall cause the Company to keep adequate accounting records, which are sufficient to
(a) correctly record and explain the transactions of the Company;
(b) enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with

reasonable accuracy;

(c) enable the Directors to ensure that any financial statements of the Company and any directors' report, required to be

prepared under the Companies Acts, comply with the requirements of the Companies Acts and, where applicable, Article
4 of the IAS Regulation: and

(d) enable those financial statements of the Company to be audited.
Accounting records shall be kept on a continuous and consistent basis and entries therein shall be made in a timely

manner and be consistent from year to year in accordance with the Companies Acts.

133. The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks

fit; provided that, if the records of account are kept at some place outside Ireland, there shall be kept at an office of the
Company in Ireland such records as are required by the Companies Acts to be so kept.

The records of account shall at all times be open to inspection by the Directors. No Shareholder shall have any right to

inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Board
or by Ordinary Resolution.

134. The Board shall procure that financial statements of the Company are prepared and audited in respect of each year

or other period from time to time fixed by the Board and that those financial statements, profit and loss accounts, balance

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U X E M B O U R G

sheets, group accounts and reports as are required by the Companies Acts are made available to Shareholders and laid
before the Company in general meeting in accordance with the requirements of the Companies Acts.

135. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be

laid before the annual general meeting of the Company together with a copy of the Directors' report and Auditor's report
shall be sent by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-
one clear days before the date of the annual general meeting, to every person entitled under the provisions of the Companies
Acts to receive them; provided that in the case of those documents sent by electronic mail or any other means of electronic
communication, such documents shall be sent with the consent of the recipient, to the address of the recipient notified to
the Company by the recipient for such purposes.

Auditors

136. Auditors shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable

law and such requirements not inconsistent with the Companies Acts as the Board may from time to time determine.

Untraced shareholders

137. The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a

Shareholder or the shares to which a person is entitled by transmission if and provided that:

(a) during a period of 6 years no dividend in respect of those shares has been claimed and at least 3 cash dividends have

become payable on the shares in question;

(b) on or after expiry of that period of 6 years the Company has inserted an advertisement in a newspaper circulating in

the area of the last-registered address at which service of notices upon the Shareholder or person entitled by transmission
may be effected in accordance with these articles and in a national newspaper published in the relevant country, giving
notice of its intention to sell such shares;

has not received any communication from such Shareholder or person entitled by transmission; and

(d) if so required by the roles of any securities exchange upon which the shares in question are listed for the time being,

notice has been given to that exchange of the Company's intention to make such sale.

The Company's power of sale shall extend to any share which, on or before the date or first date on which any such

advertisement appears, is issued in right of a share to which article 137(a) applies.

To give effect to any such sale the Board may authorise some person to transfer the shares to the purchaser who shall

not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity
or invalidity in the proceedings relating to the sale. The net proceeds of sale shall belong to the Company which shall be
obliged to account to the former Shareholder or person entitled by transmission for an amount equal to such proceeds and
shall enter the name of such former Shareholder or person entitled by transmission in the books of the Company as a creditor
for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the
Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business
of the Company or invested in such investments as the Board may from time to time think fit.

Service of notices and other documents

138. Any notice or other document (except for share certificates, which may only be delivered under paragraphs (a) to

(c) of this article) may be sent to, served on or delivered to any Shareholder by the Company by any of the following means:

(a) personally;
(b) by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to the Shareholder at his

address as appearing in the Register;

(c) by sending it by courier to or leaving it at the Shareholder's address appearing in the Register;
(d) subject to each Shareholders' individual consent to electronic communications being sent to them by the Company,

by, where applicable, sending it by email or other electronic means, in each case to an address or number supplied by such
Shareholder for the purposes of communication in such manner; or

(e) by publication of an electronic record of it on a website and notification of such publication (which shall include the

address of the website, the place on the website where the document may be found, and how the document may be accessed
on the website) by any of the methods set out in paragraphs (a) to (d) of this article.

139. Any notice or other document shall be deemed to have been served on or delivered to any Shareholder by the

Company:

(a) if sent by personal delivery, at the time of delivery;
(b) if sent by post, 48 hours after it was put in the post;
(c) if sent by courier, 24 hours after sending;
(d) if sent by email or other electronic means, 12 hours after sending; or
(e) if published as an electronic record on a website, at the time that the notification of such publication shall be deemed

to have been delivered to such Shareholder, and in proving such service or delivery, it shall be sufficient to prove that the

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U X E M B O U R G

notice or document was properly addressed and stamped and put in the post, or, as the case may be, published on a website
in accordance with and the provisions of these articles, or sent by courier, email or by other electronic means, as the case
may be, in accordance with these articles. Each Shareholder and each person becoming a Shareholder subsequent to the
adoption of these articles, by virtue of its holding or its acquisition and holding of a share, as applicable, shall be deemed
to have acknowledged and agreed that any notice or other document (excluding a share certificate) may be provided by the
Company by way of accessing them on a website instead of being provided by other means.

140. Any requirement in these articles for the consent of a Shareholder in regard to the receipt of such Shareholder of

electronic mail or other means of electronic communications approved by the Board, including the receipt of the Company's
audited accounts and the Directors' and Auditor's reports thereon shall be deemed to have been satisfied where the Company
has written to the Shareholder informing him of its intention to use electronic communication for such purposes and the
Shareholder has not within four weeks of the issue of such notice, served an objection in writing on the Company to such
proposal. Where a Shareholder has given, or is deemed to have given, his consent to the receipt of such Shareholder of
electronic mail or other means of electronic communications approved by the Board, he may revoke such consent at any
time by requesting the Company to communicate with him in documented form; provided however, that such revocation
shall not take effect until five days after written notice of the revocation is received by the Company.

141. If at any time, by reason of the suspension or curtailment of postal services within Ireland or any other territory,

the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may
be convened by a notice advertised in at least one national newspaper published in the territory concerned and such notice
shall be deemed to have been duly served on each person entitled to receive it in that territory on the day, or on the first
day, on which the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by
post if at least five clear days before the meeting the posting of notices to addresses throughout that territory again becomes
practicable.

142. In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint

holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders.

143. In the case of a person entitled by transmission to a share, any notice or other document shall be served on or

delivered to him as if he were the holder of that share and his address noted in the Register were his registered address. In
any other case, any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these
articles shall, notwithstanding that the Shareholder is then dead or bankrupt or that any other event has occurred, and
whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or
delivered in respect of any share registered in the name of such Shareholder as sole or joint holder.

Destruction of documents

144. (a) The Board may authorise or arrange the destruction of documents held by the Company as follows:
(i) at any time after the expiration of six years from the date of registration, all instruments of transfer of shares and all

other documents transferring or purporting to transfer shares or representing or purporting to represent the right to be
registered as the holder of shares on the faith of which entries have been made in the Register;

(ii) at any time after the expiration of one year from the date of cancellation, all registered share certificates which have

been cancelled;

(iii) at any time after the expiration of two years from the date of recording them, all dividend mandates and notifications

of change of address;

(iv) at any time after the expiration of one year from the date of actual payment, all paid dividend warrants and cheques;

and

(v) at any time after the expiration of one year from the general meeting at which it last could be used, any form of

proxy.

(b) It shall conclusively be presumed in favour of the Company that:
(i) every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document

so destroyed was duly and properly made;

(ii) every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;
(iii) every share certificate so destroyed was a valid certificate duly and properly cancelled;
(iv) every other document mentioned in article 144(a) above so destroyed was a valid and effective document in accor-

dance with the particulars of it recorded in the books and records of the Company; and

(v) every paid dividend warrant and cheque so destroyed was duly paid.
(c) The provisions of article 144(b) shall apply only to the destruction of a document in good faith and without notice

of any claim (regardless of the parties to it) to which the document might be relevant.

(d) Nothing in this article 144 shall be construed as imposing on the Company or the Board any liability in respect of

the destruction of any document earlier than as stated in article 144(a) above or in any other circumstances in which liability
would not attach to the Company or the Board in the absence of this article 144.

(e) References in this article 144 to the destruction of any document include references to its disposal in any manner.

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Winding up

145. If the Company is wound up, the liquidator may, subject to any sanction required under applicable law:
(a) divide among the Shareholders in cash or in kind the whole or any part of the assets of the Company (whether they

consist of property of the same kind or not) and for such purposes set such value as he deems fair on any property to be so
divided and determine how such division shall be carried out as between the Shareholders or different classes of Share-
holders; and

(b) vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the

liquidator thinks fit, but so that no Shareholder shall be compelled to accept any shares or other assets upon which there is
any liability.

146. If the Company shall be wound up and the assets available for distribution among the Shareholders as such shall

be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that,
as nearly as may be, the losses shall be borne by the Shareholders in proportion to the capital paid up or credited as paid
up at the commencement of the winding up on the shares held by them respectively.

147. In case of a sale by the liquidator under section 601 of the Companies Act, the liquidator may by the contract of

sale agree so as to bind all the Shareholders for the allotment to the Shareholders directly of the proceeds of sale in proportion
to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations
or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the
Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting
Shareholders conferred by the said section.

148. The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock,

or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying
out the sale.

Indemnification

149. (a) Subject always to article 149 (c), 149 (d) and 149 (e), every Indemnified Person shall be indemnified out of the

funds of the Company against all liabilities, losses, damages or expenses (including but not limited to liabilities under
contract, tort and statute or any applicable foreign law or regulation and all legal and other costs and expenses properly
payable) arising out of the actual or purported execution or discharge of his duties or the exercise or purported exercise of
his powers or otherwise in relation to or in connection with his duties, powers or office (including but not limited to liabilities
attaching him and losses arising by virtue of any rule of law in respect of any negligence, default, breach of duty or breach
of trust of which he may be guilty in relation to the Company or any subsidiary of the Company).

(b) The Board shall have power to purchase and maintain insurances for the benefit of any persons who are or were at

any time Indemnified Persons or employees of the Company, or any other company which is its holding company or of
any other company which is a subsidiary of the Company or such holding company or in which the Company or such
holding company has any direct or indirect interest, including (without limitation) insurance against any liability incurred
by such persons in respect of any act or omission in the actual or purported performance of their duties or powers or offices
in relation to the Company or such other company.

(c) The provisions for indemnity contained in these articles shall have effect to the fullest extent permitted by law, but

shall not extend to any matter which would render it void pursuant to the Companies Acts.

(d) To the extent that any person is entitled to claim an indemnity pursuant to these articles in respect of an amount paid

or discharged by him, the relevant indemnity shall take effect as an obligation of the Company to reimburse the person
making such payment (including advance payments of fees or other costs) or effecting such discharge.

(e) The rights to indemnification and reimbursement of expenses provided by these articles are in addition to any other

rights to which a person may be entitled.

(f) In this article 149, (i) the term “Indemnified Person” means a Director, Secretary or other person appointed pursuant

to article 114, a member of a committee constituted under article 104, and any person acting as an office holder or committee
member in the reasonable belief that he that he has been so appointed or elected notwithstanding any defect in such
appointment or election, and (ii) where the context so admits, references to an Indemnified Person include the estate and
personal representatives of a deceased Indemnified Person or any such other person, but does not include the office of
auditor of the Company.

Alteration of articles

150. The Company may by Special Resolution amend or alter these articles of association.
Names, addresses and descriptions of subscribers
For and on behalf of
ACCENTURE public limited company
1 Grand Canal Square
Grand Canal Harbour, Dublin 2.
Corporate Body

64030

U X E M B O U R G

For and on behalf of
AC Administration Services Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of
Arthur Cox Nominees Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of
Arthur Cox Registrars Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of
Arthur Cox Trust Services Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of
DIJR Nominees Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2
Corporate Body
For and on behalf of Fand Limited
Arthur Cox Building, Earlsfort Terrace, Dublin 2 Corporate Body

Dated the 27

day of March 2015.

Emma Hickey
Arthur Cox Building
Earlsfort Terrace
Dublin 2
Witness

Référence de publication: 2015075736/2587.
(150083764) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 mai 2015.

Four Seasons Luxembourg S.à r.l., Société à responsabilité limitée.

Capital social: EUR 59.059.302,00.

Siège social: L-1610 Luxembourg, 42-44, avenue de la Gare.

R.C.S. Luxembourg B 169.803.

EXTRAIT

Suite à la résolution de l'associé unique de la Société du 1

avril 2015:

1) M. Tom Chirico a démissionné de ses fonctions de gérant de la Société avec effet au 1

avril 2015;

2) Mme Barbara Henderson, née le 7 septembre 1958 à Hamilton, Ontario, Canada, ayant son adresse professionnelle

au 1165 Leslie Street, Toronto, Ontario, Canada, M3C 2K8, a été nommée aux fonctions de gérant de la Société avec effet
au 1

avril 2015 pour une durée indéterminée.

Par conséquent le conseil de gérance de la Société est composé comme suit:
- Madame Barbara Henderson;
- Madame Cristina Menendez; et
- Monsieur Cédric Bradfer.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 2 avril 2015.

Référence de publication: 2015050438/20.
(150058608) Déposé au registre de commerce et des sociétés de Luxembourg, le 2 avril 2015.

64031

U X E M B O U R G

Atech Investments S.A., Société Anonyme.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 135.713.

Extrait des résolutions prises lors de la réunion du conseil d'administration tenue en date du 3 avril 2015

Le Conseil d'administration accepte la démission en tant qu'administrateur de Monsieur Gilles Jacquet, employé privé,

avec adresse professionnelle 40, Avenue Monterey in L-2163 Luxembourg avec effet immédiat.

En date du 3 avril 2015, le Conseil d'administration coopte en remplacement Monsieur Riccardo Incani, employé privé,

avec adresse professionnelle 40, Avenue Monterey in L-2163 Luxembourg.

Le Conseil d'administration soumettra cette cooptation à l'assemblée générale, lors de sa première réunion pour qu'elle

procède à l'élection définitive.

Le Conseil d'Administration se compose dès lors comme suit:
- Fabrizio Terenziani, employé privé, avec adresse professionnelle 40, Avenue Monterey in L-2163 Luxembourg;
- Lux Business Management Sàrl, ayant son siège social au 40, Avenue Monterey in L-2163 Luxembourg;
- Riccardo Incani, employé privé, avec adresse professionnelle 40, Avenue Monterey in L-2163 Luxembourg.

Luxembourg, le 3 avril 2015.

Pour extrait conforme
Pour la société
Un mandataire

Référence de publication: 2015051541/22.
(150059972) Déposé au registre de commerce et des sociétés de Luxembourg, le 7 avril 2015.

AMM Management Company S.A., Société Anonyme.

Siège social: L-2449 Luxembourg, 25C, boulevard Royal.

R.C.S. Luxembourg B 189.869.

EXTRAIT

Il résulte du procès-verbal de l'assemblée générale extraordinaire des actionnaires de la société, tenue en date du 1

avril 2015, que

L'assemblée a pris note de la démission de Monsieur Mickaël LEDUC de ses fonctions d'administrateur unique.
L'assemblée a décidé de nommer en remplacement de l'administrateur sortant avec effet au 3 avril 2015, Madame

Sandrine FROEHLINGER, Employée Privée, née le 25 mars 1981 à Hayange (France), demeurant professionnellement
au 25C boulevard royal L-2449 Luxembourg, au poste d'administrateur unique.

Son mandat prendra fin lors de l'assemblée générale de l'an 2020.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 1

avril 2015.

Pour extrait conforme
Pour le Conseil d'Administration
Signature

Référence de publication: 2015050964/20.
(150058958) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 avril 2015.

Fonciaxess S.A., Société Anonyme.

Siège social: L-2340 Luxembourg, 34B, rue Philippe II.

R.C.S. Luxembourg B 119.659.

Les comptes annuels au 31 décembre 2013 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2015051141/10.
(150059424) Déposé au registre de commerce et des sociétés de Luxembourg, le 3 avril 2015.

Editeur:

Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg

Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck

64032

Document Outline

Accenture SCA

AMM Management Company S.A.

Atech Investments S.A.

Fonciaxess S.A.

Four Seasons Luxembourg S.à r.l.