Exhibit 1.1

Companies Acts, 1963 to 2001

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A PUBLIC COMPANY LIMITED BY SHARES

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MEMORANDUM and ARTICLES OF ASSOCIATION        of        JSG FUNDING PUBLIC LIMITED COMPANY

(as adopted by Special Resolution passed on 3rd June 2003)

Beech Hill
Clonskeagh

Dublin 4

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Companies Acts, 1963 to 2001

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A PUBLIC COMPANY LIMITED BY SHARES

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MEMORANDUM OF ASSOCIATION

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JSG FUNDING PUBLIC LIMITED COMPANY

(as adopted by Special Resolution passed on 3rd June 2003)

|1. |  | The name of the Company is JSG Funding public limited company.
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|2. |  | The Company is to be a public limited company.                
|3. |  | The objects for which the Company is established are:-        
|   |  | (1)                                                           
|   |  |                                                               
|   |  | (2)                                                           
|   |  | (3)                                                           
|   |  | (4)                                                           
|   |  |                                                               

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| |  | (5)  |  | To sell or otherwise dispose of any of the property or investments of the Company but so that no profit arising on the sale of any shares, stocks, debentures or other investments shall be distributed by way of dividend, but shall be carried to a
capital reserve fund or otherwise dealt with for capital purposes only.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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| |  | (6)  |  | To grant, convey, transfer or otherwise dispose of any property or asset of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of gift
or other wise as the Directors shall deem fit and to grant any fee farm grant or lease or to enter into any agreement for letting or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at
no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.                                                                                                                                                                                                                                                                         
| |  | (7)  |  | To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorised to carry on, and as part of the
consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting
competition or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be
agreed upon, and to hold and retain or sell, mortgage or deal with any shares, debentures, debenture stock or securities so received.
| |  | (8)  |  | To apply for, purchase or otherwise acquire any patents, brevets d'invention, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem
capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the
property, rights or information so acquired.                                                                                                                                                                                                                                                                                                                                   
| |  | (9)  |  | To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any
business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly to benefit this Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | (10) |  | To receive capital contributions and to make capital contributions not withstanding that there is no consideration received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (11) |  | To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (12) |  | To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, and the repayment of the capital and principal of, and dividends, interest or premiums payable on, any stock, shares and securities of any
company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | (13) |  | To engage in currency exchange and interest rate transactions including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any other
foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived 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 exposure or for any other purpose.                                                                                                                                                                                                                                                                                                                                
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |  | (14) |  | To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance
of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company including (without prejudice to the generality of the foregoing) any Company which
is for the time being the Company's holding company as defined by section 155 of the Companies Act, 1963 or a subsidiary as therein defined of any such holding company or otherwise associated with the Company in business.
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| |  | (15) |  | To borrow or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures, debenture stocks, bonds, obligations and securities of all kinds, either perpetual or terminable and either
redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge, or lien upon the whole or any part of the Company's property or assets (whether present or future) including its uncalled
capital, and also by a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.                                                               
| |  | (16) |  | To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (17) |  | To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company, or carrying on any business capable of being
conducted so as directly or indirectly to benefit this Company.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (18) |  | To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or personal property of any kind, and in particular shares, stocks, debentures, securities, policies, book debts, claims and choses in actions, lands,
buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in real or personal property, and any claims against such property or against any person or company.                                                                                                                                                                                                                                                   
| |  | (19) |  | To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle
and regulate and if thought fit to undertake and execute any such trusts and to issue dispose of or hold any such preferred, deferred or other special stocks or securities.                                                                                                                                                                                                                                                                                                             
| |  | (20) |  | To give in accordance with all applicable law 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 any company which is its holding
company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | (21) |  | To give any guarantee in relation to the payment of any debentures, debenture stock, bonds, obligations or securities and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | (22) |  | To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or to sell,
let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and other property of the Company.                                                                                                                                                                                                                                                                                                                           
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |  | (23) |  | To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company including Directors and ex-Directors of the Company and the wives, widows and families, dependants
or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to
or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or
otherwise.
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| |  | (24) |  | To establish and contribute to any scheme for the purchase of shares in the Company to be held for the benefit of the Company's employees 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 and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees and/or the employees of any of its
subsidiaries.                                                                                                                                                                                                                                                      
| |  | (25) |  | To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid up or otherwise any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its
business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company's capital, or any debentures or other securities of the Company or in or about the formation or promotion of the Company.                                                                                                                                                                                                                                                                                       
| |  | (26) |  | To enter into and carry into effect any arrangement for joint working in business or for sharing of profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the
Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (27) |  | To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and in particular the shares, debentures or other securities of any other company belonging to this Company or of which this Company may have the
power of disposing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | (28) |  | To vest any real or personal property, rights or interest acquired or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | (29) |  | To transact or carry on any business which may seem to be capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render
profitable any of the Company's property or rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | (30) |  | To accept stock or shares in or debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly
paid up.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (31) |  | To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of
the funds of the Company all brokerage and charges incidental thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | (32) |  | To procure the Company to be registered or recognised in any part of the United Kingdom of Great Britain and Northern Ireland or in any colony or dependency or possession thereof or in any foreign country or in any colony or dependency of any such
foreign country.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|   |  | (33)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as trustee or agent for any other company or person or by or through any factors, trustees or agents.
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|   |  | (34)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | To make gifts or grant bonuses to the Directors or any other persons who are or have been in the employment of the Company including substitute and alternate directors.                                  
|   |  | (35)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | To do all such other things that the Company may consider incidental or conducive to the attainment of the above objects or as are usually carried on in connection therewith.                            
|   |  | The objects set forth in any sub-clause of this clause shall be regarded as independent objects and shall not, except, where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any
other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause,
but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall
within the objects of the first sub- clause of this clause.
|   |  | NOTE: It is hereby declared that the word "company" in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in
Ireland or elsewhere and the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be in no way limited or restricted by reference to or inference from the terms of any other
paragraph.                                                                                                                                                                                                                                                                                                         
|4. |  | The liability of the members is limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. |  | The share capital of the Company is i100,000 divided into 100,000,000 Ordinary Shares of i0.001 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.                                                                               

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We,
the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association and we agree to take the number of shares in the
capital of the company set opposite our respective names.

|Names, addresses and descriptions of subscribers            |  | Number of shares taken by each subscriber
|----------------------------------------------------------- |  | -----------------------------------------
|James O'Dwyer
Oriel Lodge
Grove Avenue
Blackrock
Co. Dublin |  |                                          
|Solicitor                                                   |  |                                          
|Brian O'Gorman
7 Rosmeen Gardens
Dun Laoghaire
Co. Dublin   |  |                                          
|Solicitor                                                   |  |                                          
|Eugene Mccague
18 Temple Gardens
Dublin 6                   |  |                                          
|Solicitor                                                   |  |                                          
|Stephen Hegarty
40 Brighton Avenue
Foxrock
Dublin 18        |  |                                          
|Solicitor                                                   |  |                                          
|Ciaran Bolger
55 Terenure Road East
Rathgar
Dublin 6        |  |                                          
|Solicitor                                                   |  |                                          
|Padraig O'Riordain,
1 Vergemount Hall
Clonskeagh
Dublin 6   |  |                                          
|Solicitor                                                   |  |                                          
|Ronan Walsh
Belmont
Kerrymount Avenue
Foxrock
Dublin 18     |  |                                          
|Solicitor                                                   |  |                                          
|                                                           

|Dated the 29th day of May, 2002 
|--------------------------------
|Witness to the above signatures:

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COMPANIES ACTS, 1963 TO 2001

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A PUBLIC COMPANY LIMITED BY SHARES

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ARTICLES OF ASSOCIATION

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JSG FUNDING PUBLIC LIMITED COMPANY

(as adopted by Special Resolution passed on 3rd June 2003)

PRELIMINARY

|1. |  | The regulations contained in Table A in the First Schedule to the Companies Act, 1963 shall not apply to the Company.
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|2. |  | (a)                                                                                                                  
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|   |  | (b)                                                                                                                  
|   |  | (c)                                                                                                                  
|   |  | (d)                                                                                                                  
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|                                      |  | (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.                                                                                                                                                                              
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|                                      |  | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Reference to pounds or pence or, or p shall mean the currency of the Republic of Ireland to 31st December 2001 and to i, euro, EUR or cent shall mean the currency of the Republic of Ireland from that date.                                                                                                                                                                            
|SHARE CAPITAL AND VARIATION OF RIGHTS
|3.                                    |  | The share capital of the Company is i100,000 divided into 100,000,000 ordinary shares of i0.001 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 210 of the 1990 Act, agree with any shareholder that all or part of such shareholder's shares 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 Directors of the Company;                                                                                 
|                                      |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | 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 general meeting (by Special Resolution of the Company) on the recommendation of the Directors;                                    
|                                      |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | pursuant to Section 211 of the 1990 Act, purchase any of its own shares (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.       
|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.                          
|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.
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|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.                                                                                                    
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|8. |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                         
|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.
|   |  |                                                                                                                                                                                                                                                                                                                                                                                                             

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|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 manner 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|DISCLOSURE OF BENEFICIAL OWNERSHIP
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|15.                               
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|     |  | (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 unavailability of
information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in
part with any notice given under this article in respect of a share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall in any way prejudice or affect 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.  |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | The Company's first and paramount lien on every share (not being a fully paid share) called or payable at a fixed time in respect of that share and the extension of that lien to all dividends payable thereon shall not apply where any such shares have
been mortgaged or charged by way of security in which event such lien shall rank behind any such security and regulation 16 shall be modified accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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.                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

12

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|CALLS ON SHARES   
|------------------
|20.               
|21.               
|22.               
|23.               
|24.               
|25.               
|26.               
|TRANSFER OF SHARES
|27.               
|28.               
|29.               
|                  
|                  

13

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|    |  | (b)                                                                                                                                                                                          |  | any transfer of a share which is not fully paid.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|30. |  | (a)                                                                                                                                                                                          |  | The Directors may also decline to recognise any instrument of transfer unless:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |  |                                                                                                                                                                                              |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |  |                                                                                                                                                                                              |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                              |  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |  | (b)                                                                                                                                                                                          |  | Notwithstanding anything contained in these Articles (including, without limitation, articles 29, 30(a) and 32), the Directors shall promptly register any transfer of shares and may not suspend or refuse registration thereof where such
transfer:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |  |                                                                                                                                                                                              |  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |  |                                                                                                                                                                                              |  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                              |  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |  |                                                                                                                                                                                              |  | and furthermore, notwithstanding anything to the contrary contained in these Articles, no transferor of any shares in the Company or proposed transferor of such shares to a Secured Institution or its nominee and no Secured Institution or its nominee,
shall be required to offer the shares which are or are to be the subject of any transfer as aforesaid to the shareholders for the time being of the Company or any of them, and no such shareholder shall have any right under the Articles or otherwise
howsoever to require such shares to be transferred to them whether for consideration or not. No resolution shall be proposed or passed the effect of which would be to delete or amend this regulation unless not less than 21 days written notice
thereof shall have been given to any such Secured Institution by the Company.
|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 all 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.                                                                                                                                                                                                                                                                                                                                                                                                          
|    |  |                                                                                                                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

14

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|TRANSMISSION OF SHARES
|----------------------
|34.                   
|35.                   
|36.                   
|37.                   
|FORFEITURE OF SHARES  
|38.                   
|39.                   

15

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|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 manner, and subject to the same regulations, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

16

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|50.                        |  | The Company may by Ordinary Resolution:-                                                                                                                                                                                                                                                                                             
|-------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |  | (a)                                                                                                                                                                                                                                                                                                                                  
|                           |  | (b)                                                                                                                                                                                                                                                                                                                                  
|                           |  | (c)                                                                                                                                                                                                                                                                                                                                  
|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)                                                                                                                                                                                                                                                                                                                                  
|                           |  | (b)                                                                                                                                                                                                                                                                                                                                  
|                           |  |                                                                                                                                                                                                                                                                                                                                      
|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.                                                                                                                                     
|                           |  |                                                                                                                                                                                                                                                                                                                                      

17

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|PROCEEDINGS AT GENERAL MEETINGS
|-------------------------------
|57.                            
|58.                            
|59.                            
|60.                            
|61.                            
|62.                            
|63.                            
|                               
|                               
|                               
|                               

18

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|                 |  | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                            

19

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|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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|JSG FUNDING PUBLIC LIMITED COMPANY                                                                                                                                                                                                                                                                                                                            
|I/We                                                                                                                                                                                                                                                                                                                                                          
|of                                                                                                                                                                                                                                                                                                                                                            
|being (a) member(s) of the above company HEREBY APPOINT:                                                                                                                                                                                                                                                                                                      
|of                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|of                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

20

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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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |  | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |  | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |  | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

21

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|BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS
|------------------------------------------------------
|80.                                                   
|DIRECTORS                                             
|81.                                                   
|82.                                                   
|83.                                                   
|84.                                                   
|85.                                                   
|BORROWING POWERS                                      
|86.                                                   
|POWERS AND DUTIES OF THE DIRECTORS                    
|87.                                                   
|                                                      

22

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|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |  | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

23

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|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | (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 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                                                                                                                                                                    

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|                    |  | (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-contributory 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.                                                                                                                                                                                                                                                                                                                                                   
|                    |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | An alternate director shall be entitled to receive notices of meetings of the Directors and of any committee of the 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.
|                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

25

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|                              |  | (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 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.
|                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

26

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|APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS
|----------------------------------------------
|101.                                          
|102.                                          
|103.                                          
|104.                                          
|105.                                          
|106.                                          
|107.                                          
|108.                                          
|109.                                          
|                                              

27

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|PROCEEDINGS OF DIRECTORS
|------------------------
|110.                    
|                        
|111.                    
|                        
|                        
|112.                    
|113.                    
|114.                    
|115.                    
|                        

28

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|116.              |  | 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.                                                                                                                                                                                                                                                                                                                                                    
|----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|117.              |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|118.              |  | 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.                                                                                                                                                                                                                                                                                                                          
|119.              |  | 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.                                                                                                                                                                                                                                                                                                           
|120.              |  | A resolution in writing signed by all the Directors (or his alternate) will be as valid as if it had been duly passed at a meeting of the Directors. A resolution in writing signed by each member of a committee (or, in the case of a Director, his
alternate) will be as valid as if it had been passed at a meeting of that committee duly convened and held. Any such resolution may consist of several documents in the like form, each signed by one or more of the signatories.                                                                                                                                                                                                                                                              
|MANAGING DIRECTOR
|121.              |  | 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 holding that office, be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors.
|122.              |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|123.              |  | 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        
|124.              |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|125.              |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

29

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|THE SEAL              
|----------------------
|126.                  
|                      
|DIVIDENDS AND RESERVES
|127.                  
|128.                  
|129.                  
|130.                  
|131.                  
|132.                  

30

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|133.     |  | 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.
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|134.     |  | 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.                                                                                                                                                            
|135.     |  | No Dividend shall bear interest against the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|ACCOUNTS
|136.     |  | The Directors shall cause proper books of account to be kept relating to:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|137.     |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|138.     |  | 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.                                                                                                                                                                                                                                                                                                                                                              
|139.     |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|140.     |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

31

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|CAPITALISATION OF PROFITS
|-------------------------
|141.                     
|                         
|142.                     
|AUDIT                    
|143.                     
|NOTICES                  
|144.                     
|145.                     
|                         

32

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|146.       |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                       
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|147.       |  | Notice of every general meeting shall be given in any manner hereinbefore authorised to:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|           |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           |  | No other person shall be entitled to receive notices of general meetings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|WINDING UP
|148.       |  | 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 
|149.       |  | 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 any Director or officer of the Company insurance against any such liability as referred to in Section 200 of the Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

33

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|UNTRACED SHAREHOLDERS   
|------------------------
|150.                    
|                        
|                        
|                        
|                        
|                        
|DESTRUCTION OF DOCUMENTS
|151.                    
|                        
|                        
|                        
|                        
|                        

34

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| |  | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

35

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Names,
addresses and descriptions of subscribers

James
O'Dwyer
Oriel Lodge
Grove Avenue
Blackrock
Co. Dublin

Solicitor

Brian
O'Gorman
7 Rosmeen Gardens
Dun Laoghaire
Co. Dublin

Solicitor

Eugene
McCague
18 Temple Gardens
Dublin 6

Solicitor

Stephen
Hegarty
40 Brighton Avenue
Foxrock
Dublin 18

Solicitor

Ciaran
Bolger
55 Terenure Road East
Rathgar
Dublin 6

Solicitor

Padraig
O'Riordain
1 Vergemount Hall
Clonskeagh
Dublin 6

Solicitor

Ronan
Walsh
Belmont
Kerrymount Avenue
Foxrock
Dublin 18

Solicitor

|Dated the 29th day of May, 2002 
|--------------------------------
|Witness to the above signatures:

36

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Companies Acts, 1963 to 2001

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM and ARTICLES OF ASSOCIATION

of

JSG FUNDING
PUBLIC LIMITED COMPANY

(as adopted by Special Resolution passed on 3rd June 2003)

Arthur
Cox
Arthur Cox Building
Earlsfort Terrace
Dublin 2

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