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

-of-

JSG FUNDING PUBLIC LIMITED COMPANY

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



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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 |  | Thirty Nine Thousand
Nine Hindred and Ninety
Four Ordinary Shares
|Brian O'Gorman
7 Rosmeen Gardens
Dun Laoghaire
Co. Dublin
Solicitor   |  | One Ordinary Share                                               
|Eugene Mccague
18 Temple Gardens
Dublin 6
Solicitor                   |  | One Ordinary Share                                               
|Stephen Hegarty
40 Brighton Avenue
Foxrock
Dublin 18
Solicitor        |  | One Ordinary Share                                               
|Ciaran Bolger
55 Terenure Road East
Rathgar
Dublin 6
Solicitor        |  | One Ordinary Share                                               
|Padraig O'Riordain,
1 Vergemount Hall
Clonskeagh
Dublin 6
Solicitor   |  | One Ordinary Share                                               
|                                                                      |  |                                                                  

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|Ronan Walsh
Belmont
Kerrymount Avenue
Foxrock
Dublin 18
Solicitor |  | One Ordinary Share
|----------------------------------------------------------------- |  | ------------------

Dated
the 29th day of May, 2002

|                                |  |   |  |                                                  |  | 
|------------------------------- |  | - |  | ------------------------------------------------ |  | 
|Witness to the above signatures |  | : |  | David Martin                                     |  | 
|                                |  |   |  | Arthur Cox Building,
Earlsfort Terrace, Dublin 2 |  | 

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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

-of-
JSG FUNDING PUBLIC LIMITED COMPANY

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

PRELIMINARY



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SHARE CAPITAL AND VARIATION OF RIGHTS



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DISCLOSURE OF BENEFICIAL OWNERSHIP

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LIEN

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CALLS ON SHARES

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TRANSFER OF SHARES





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TRANSMISSION OF SHARES

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FORFEITURE OF SHARES

CONVERSION OF SHARES INTO STOCK

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ALTERATION OF CAPITAL

GENERAL MEETINGS

NOTICE OF GENERAL MEETINGS

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PROCEEDINGS AT GENERAL MEETINGS

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The
demand for a poll may be withdrawn.

VOTES OF MEMBERS

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JSG FUNDING PUBLIC LIMITED COMPANY

|I/We |  |  | 
|---- |  |  | 
|     |  |  | 
|of   |  |  | 
|     |  |  | 

being
(a) member(s) of the above company HEREBY APPOINT:

of                                        or

failing him

of                                        or

failing him

the
chairman of the meeting, to be my/our proxy to vote for me/us and on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company convened for the
            day of                        ,
20    and at any adjournment thereof. I/We direct the proxy to vote for/against* the resolution to be proposed thereat.

Dated
this            day of                        ,
20

|Signature(s) |  |  | 
|------------ |  |  | 
|             |  |  | 
|             |  | 

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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.

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RESTRICTION OF VOTING RIGHTS



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BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

DIRECTORS

BORROWING POWERS

POWERS AND DUTIES OF THE DIRECTORS

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ALTERNATE DIRECTORS



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DISQUALIFICATION OF DIRECTORS

RETIREMENT OF DIRECTORS

APPOINTMENT, ROTATION AND REMOVAL OF DIRECTORS

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PROCEEDINGS OF DIRECTORS



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MANAGING DIRECTOR

SECRETARY

THE SEAL



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DIVIDENDS AND RESERVES

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ACCOUNTS



CAPITALISATION OF PROFITS

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AUDIT

NOTICES

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WINDING UP

INDEMNITY



UNTRACED SHAREHOLDERS

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DESTRUCTION OF DOCUMENTS



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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                                                   |  | 

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Dated
the 29th day of May, 2002

|                                |  |   |  |                                                 |  | 
|------------------------------- |  | - |  | ----------------------------------------------- |  | 
|Witness to the above signatures |  | : |  | David Martin                                    |  | 
|                                |  |   |  | Arthur Cox Building
Earlsfort Terrace, Dublin 2 |  | 

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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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