EXHIBIT 4.1


 


COMPANIES ACT 2014


 


A PUBLIC LIMITED COMPANY LIMITED BY SHARES


 


CONSTITUTION


 


of


 


INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY


 


(as adopted by special resolution dated
9 December 2015)


 


William Fry


Solicitors


2 Grand Canal Square


Dublin 2


www.williamfry.com


 


© William Fry 2015


 




    	 	 	 



     


    

 


MEMORANDUM OF ASSOCIATION


 


of


 


INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY


 


(as adopted by special resolution dated
9 December 2015)


 


		1.	The name of the Company is Innocoll Holdings Public Limited Company, registered under Part 17 of
the Companies Act 2014.



 


		2.	The Company is to be a public limited company.



 


		3.	The objects for which the Company is established are:



 


		3.1	To carry on the business of a holding company and to co-ordinate the administration, finances and
all other activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary
or convenient in carrying on the business of such a holding company including the incorporation of any one or more subsidiaries
and in particular to carry on the business of a management services company, to act as managers and to direct or coordinate the
management of other companies or of the business, property and estates of any company or person and to undertake and carry out
all such services in connection therewith as may be deemed expedient by the Company's board of directors and to exercise its powers
as a shareholder of other companies.



 


		3.2	To undertake such mergers, divisions and corporate reorganisations as may be deemed appropriate
by the Company’s board of directors.



 


		3.3	To carry on a treasury business including the procurement of short, medium or long term finance
or unlimited duration, the investment in property of whatever nature including real and personal property and whatever situated
and the provision of financial and investment services and facilities, financial and investment management, advice, assistance,
information and agency services in any currency whatsoever and to carry out financing and lending of every description, to such
persons or companies upon such terms as may seem expedient.



 


		3.4	To purchase, acquire by any means, hold and create, enter into any arrangement relating to, deal
and participate in, underwrite and sell or dispose of by any means, securities, financial and swap instruments and rights of all
kinds including without limitation foreign currencies, shares, stocks, gilts, equities, debentures, debenture stock, bonds, notes,
commercial paper, risk management instruments, swaps, credit default swaps or hedges, interest rate hedges, foreign currency hedges,
floors, collars, options and such other financial and swap instruments and rights and securities as are similar to, or are derivatives
of, any of the foregoing.



 


		3.5	To place moneys on deposit or receive moneys on loan and to borrow or raise money in any currency
with or without security and to secure or discharge any debt or obligation in any currency with our without security and to secure
or discharge any debt or obligation of or binding on the Company in any manner and in particular but without limitation by the
issue of debentures, notes or bonds and to secure and the repayment of any money borrowed, raised or owing by mortgage, charge
or lien against the whole or any part of the Company's property or assets (whether present or future) including its uncalled capital.



 


		3.6	To acquire shares, stocks, debentures, debenture stock, bonds, obligations and securities by original
subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee
the



 




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subscription
thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.


 


		3.7	To facilitate and encourage the creation, issue or conversion of and to offer for public subscription
debentures, debenture stocks, bonds, obligations, shares, stocks and securities and to act as trustees in connection with any such
securities and to take part in the conversion of business concerns and undertakings into companies.



 


		3.8	To purchase or by any other means acquire any freehold, leasehold or other, property and in particular
lands, tenements and hereditaments of any tenure, whether subject or not to any charges or incumbrances, for any estate or interest
whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, factories, mills, works,
wharves, roads, machinery, engines, plant, live and dead stock, barges, vessels or tilings, and any real or personal property or
rights whatsoever which may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company,
and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property,
lands, tenements or hereditaments, rights, privileges or easements.



 


		3.9	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.



 


		3.10	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 my 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.



 


		3.11	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.



 


		3.12	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.



 


		3.13	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 



 




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engage m
or any business or transaction capable of being conducted so as directly to benefit this Company.


 


		3.14	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.



 


		3.15	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.



 


		3.16	As an object of the Company and as a pursuit in itself or otherwise, and whether for the purpose
of making a profit or avoiding a loss or for any other purpose whatsoever, to engage in currency and interest rate transactions,
credit default swaps, hedges or other transactions and any other financial or other transaction of whatever nature, including,
any transaction for the purpose of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or
otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from a
change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index
or liability or the credit standing or any person or entity or from any other risk or factor affecting the Company's undertaking
and business, including but not limited to dealings, whether involving purchases, sales or otherwise in any credit default contracts,
currency, spot and forward exchange rate contracts, forward rate agreements caps, floors and collars, futures, options, swaps,
and any other credit default currency interest rate an other hedging arrangements and such other instruments as are similar to,
or derivatives of any of the foregoing.



 


		3.17	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 8 of the Companies Act 2014 or a subsidiary
as therein defined of any such holding company or otherwise associated with the Company in business.



 


		3.18	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.



 


		3.19	To issue, buy, hold (without necessarily cancelling or redeeming) and subsequently sell any such
debentures.



 


		3.20	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.



 


		3.21	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.



 




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		3.22	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 properly or against any person or company.



 


		3.23	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.



 


		3.24	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.



 


		3.25	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.



 


		3.26	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.



 


		3.27	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.



 


		3.28	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.



 


		3.29	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.



 


		3.30	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.



 


		3.31	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



 




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directly or
indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company's property or rights.


 


		3.32	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.



 


		3.33	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.



 


		3.34	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.



 


		3.35	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.



 


		3.36	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.



 


		3.37	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.



 


		3.38	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.



 


		3.39	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.



 


		3.40	It is hereby declared that for the purpose of this Memorandum of Association the word "securities"
shall include, without limitation, debt obligations, debt securities, debt instruments, debentures, debenture stock, bonds, notes,
loan stock, loan notes, loans, promissory notes, commercial paper, shares, equity securities, convertible debt, convertible equity
securities, quasi-equity securities, quasi-debt securities, warrants, commodities, any certificates representing any commodities,
securities in respect of which the return and/or redemption amount is calculated by reference to any index, price or rate options
contracts, futures contracts, contracts for differences, swaps, forward rate agreements, policies of assurance, bills of exchange
and other negotiable or transferable instruments, currencies, money



 




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market instruments
and financial instruments and securities of whatsoever nature howsoever described whether transferable or negotiable or not and
whether perpetual or not and whether issued or guaranteed by or constituting obligations of the Company or any other person, company,
partnership or trust of whatsoever nature wherever formed or registered or carrying on business of any sovereign government or
any of its political sub-divisions, agencies or instrumentalities, or any supranational or public international body or any of
its agencies or instrumentalities or any public body or authority supreme, dependent, municipal, local or otherwise in any part
of the world.


 


		4.	The liability of the members is limited.



 


		5.	The authorised share capital of the Company is US$10,250,000 and €200,000 divided into 1,000,000,000
Ordinary Shares of US$0.01 each, 25,000,000 Deferred Shares of US$0.01 each, 100,000 Euro Ordinary Shares of €1.00 each and
100,000 Euro Deferred Shares of €1.00 each respectively.



 


		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 association for the time being.



 




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ARTICLES
OF ASSOCIATION


 


of


 


INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY


 


(as adopted by special resolution dated
9 December 2015)


 


PART
I - PRELIMINARY


 


		1.	Optional Provisions of the Companies Act 2014 (the “Act”)



 


		1.1	Without prejudice to Section 1007(4) of the Act and save as otherwise expressly provided in this
Constitution, where a provision of this Constitution covers substantially the same subject matter as any optional provisions (as
defined in Section 1007(2) of the Act) of the Act, any such optional provision shall be deemed not to apply to the Company and,
for the avoidance of doubt, this Constitution shall be deemed to have effect and prevail over the terms of such optional provisions.



 


		1.2	For the avoidance of doubt the provisions of Sections 178(2) and 1090 of the Act shall be disapplied
for the purposes of this Constitution.



 


PART
II - SHARES


 


		2.	Share Capital



 


		2.1	The authorised share capital of the Company is US$10,250,000 and €200,000 divided into 1,000,000,000
Ordinary Shares of US$0.01 each, 25,000,000 Deferred Shares of US$0.01 each, 100,000 Euro Ordinary Shares of €1.00 each and
100,000 Euro Deferred Shares of €1.00 each.



 


		2.2	Save as set out hereunder the Ordinary Shares and the Euro Ordinary Shares shall rank pari passu
with one another in all respects.



 


		3.	Ordinary Shares



 


		3.1	On the receipt by a Holder of Ordinary Shares of cash compensation in connection with the Merger
(a “Withdrawing Shareholder”), the Company may, by the service of a Company Conversion Notice, convert some
or all of the Ordinary Shares held by a Withdrawing Shareholder (the “Withdrawing Shares”) into fully paid Deferred
Shares on a one for one basis. Upon conversion, the Withdrawing Shares shall convert by an automatic process of re-designation
into Deferred Shares, without any further action by a Withdrawing Shareholder.



 


		3.2	The conversion of any Ordinary Shares into Deferred Shares in accordance with this Article 3 shall
not constitute an alteration, abrogation, variation or modification of the rights attached to those classes of shares.



 


		3.3	For the purposes of these Articles:



 


		3.3.1	“Company Conversion Notice” means a notice in writing from the Company to a
Holder of Ordinary Shares notifying them of the conversion of a specified number of the Ordinary Shares held by them in accordance
with Article 4; and



 


		3.3.2	“Merger” means the cross-border merger between Innocoll AG and the Company with
Innocoll AG being the disappearing entity and the Company being the surviving entity in a merger by acquisition.



 




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		4.	Deferred Shares



 


		4.1	The holders of the Deferred Shares will not be entitled to receive any dividend or
                                                             distribution and will not be entitled to receive notice of, nor to attend, speak or vote at any meeting of some or all of
                                                             the                                                              Shareholders of the Company. On a return of assets, whether
                                                             on liquidation or otherwise, the holders of the Deferred Shares will only be entitled to the payment of a total of €0.001 on
                                                             such                                                              shares
                                                             provided                                                                                                            the net
                                                             proceeds of the                                                              liquidation exceed €100,000,000,000,000
                                                             pari                                                                            passu with the holders of Ordinary Shares and
                                                             the Euro Deferred
                                                             Shares and the holders of the Deferred Shares will not be entitled to any further participation in the assets or profits of
                                                             the Company thereafter.



 


		4.2	The Company may at any time by serving notice on a Holder of the Deferred Shares:



 


		4.2.1	acquire some or all of the Deferred Shares held by that Holder otherwise than for valuable consideration
in accordance with section 102(1) of the Act;



 


		4.2.2	appoint any person to execute on behalf of such Holder a transfer(s) in respect of the said Deferred
Shares and/or an agreement to transfer the same otherwise than for valuable consideration to the Company (or to any such other
person as the Company may nominate) and/or any other document the Board considers necessary or desirable to effectuate the aforementioned
acquisition; and



 


		4.2.3	cancel any Deferred Shares so acquired.



 


		4.3	A Holder of Deferred Shares may at any time, by serving notice on the Company, request the Company
to acquire some or all of the Deferred Shares held by that Holder otherwise than for valuable consideration in accordance with
section 102(1) of the Act. In that event, the Company may:



 


		4.3.1	appoint any person to execute on behalf of the requesting Holder a transfer(s) in respect of the
said Deferred Shares and/or an agreement to transfer the same otherwise than for valuable consideration to the Company (or to any
such other person as the Company may nominate) and/or any other document the Board considers necessary or desirable to effectuate
the aforementioned acquisition; and



 


		4.3.2	cancel any Deferred Shares so acquired.



 


		4.4	In accordance with section 1040(3) of the Act the Company shall, not later than three years after
any acquisition by it of any Deferred Shares as aforesaid, cancel such shares (except those which, or any interest of the Company
in which, it shall have previously disposed of) and reduce the amount of the issued share capital by the nominal value of the shares
so cancelled and the Directors may take such steps as are requisite to enable the Company to carry out its obligations under that
subsection without complying with sections 84 and 85 of the Act.



 


		4.5	Neither the acquisition by the Company otherwise than for valuable consideration of all or any
of the Deferred Shares as aforesaid nor the cancellation thereof by the Company in accordance with this Article 4 shall constitute
a variation or abrogation of the rights or privileges attached to the Deferred Shares and accordingly the Deferred Shares or any
of them may be so acquired, redeemed and cancelled without any such consent or sanction on the part of the holders thereof. The
rights conferred upon the Holders of the Deferred Shares shall not be deemed to be varied or abrogated by the creation of further
shares ranking in priority thereto or pari passu therewith.



 


		5.	Euro Deferred Shares



 


		5.1	The holders of the Euro Deferred Shares will not be entitled to receive any dividend or
                                                             distribution and will not be entitled to receive notice of, nor to attend, speak or vote at any meeting of some or all of
                                                             the                                                              Shareholders of the Company. On a return of assets, whether
                                                             on liquidation or otherwise, the holders of the Euro Deferred Shares
                                                             will 



 




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 only
be entitled to the payment of an aggregate sum of €0.001 on all such shares provided the net proceeds of the
liquidation exceed €100,000,000,000 pari passu with the holders of Ordinary Shares and the Deferred Shares and the
holders of the Euro Deferred Shares will not be entitled to any further participation in the assets or profits of the Company
thereafter.


 


		5.2	The Company may at any time by serving notice on the Holders of the Euro Deferred Shares:



 


		5.2.1	acquire all or any of the Euro Deferred Shares in issue otherwise than for valuable consideration
in accordance with section 102(1) of the Act and without obtaining the sanction of the Holders thereof;



 


		5.2.2	appoint any person to execute on behalf of the Holders of the said Euro Deferred Shares a transfer
thereof and/or an agreement to transfer the same otherwise than for valuable consideration to the Company (or to any such other
person as the Company may nominate) and/or any other document the Board considers necessary or desirable to effectuate the aforementioned
acquisition;



 


		5.2.3	cancel any Euro Deferred Shares so acquired; and



 


		5.2.4	pending such acquisition and/or transfer, retain the certificate (if any) for such Euro Deferred
Shares.



 


		5.3	In accordance with section 1040(3) of the Act the Company shall, not later than three years after
any acquisition by it of any Euro Deferred Shares as aforesaid, cancel such shares (except those which, or any interest of the
Company in which, it shall have previously disposed of) and reduce the amount of the issued share capital by the nominal value
of the shares so cancelled and the Directors may take such steps as are requisite to enable the Company to carry out its obligations
under that subsection without complying with sections 84 and 85 of the Act.



 


		5.4	Neither the acquisition by the Company otherwise than for valuable consideration of all or any
of the Euro Deferred Shares as aforesaid nor the cancellation thereof by the Company in accordance with this Article 5 shall constitute
a variation or abrogation of the rights or privileges attached to the Euro Deferred Shares and accordingly the Euro Deferred Shares
or any of them may be so acquired, redeemed and cancelled without any such consent or sanction on the part of the holders thereof.
The rights conferred upon the Holders of the Euro Deferred Shares shall not be deemed to be varied or abrogated by the creation
of further shares ranking in priority thereto or pari passu therewith.



 


		6.	Authority to Allot Shares



 


		6.1	The Directors shall, for the purposes of Section 1021 of the Act be generally and unconditionally
authorised to allot relevant securities as defined by the said Section 1021 up to an amount equal to the authorised but unissued
share capital of the Company at the date of resolution adopting this Constitution and to allot and issue any shares purchased by
the Company pursuant to the provisions of the Act and held as treasury shares.



 


		6.2	The authority conferred by this Article shall expire on the fifth anniversary of the date of resolution
adopting this Constitution unless previously renewed, varied or revoked by the Company in general meeting. The Company may before
such expiry make an offer or agreement, which would or might require relevant securities to be allotted after such expiry and the
Directors may allot relevant securities in pursuance of such offer or agreement, notwithstanding that the authority hereby conferred
has expired.



 


		7.	Issue of New Shares



 


		7.1	Subject to the Directors being duly authorised for the purposes of Section 1021 of the Act (i)
all unissued shares (including treasury shares, as defined by Section 109 of the Act) shall be at the disposal of the Directors,
and they may allot, grant options over or otherwise dispose



 




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of them to
such persons on such terms and conditions and at such times as they may consider to be in the best interests of the Company and
its shareholders and (ii) the pre-emption provisions of sub-section (1) of Section 1022 of the Act shall not apply to any allotment
by the Company of equity securities (as defined in Section 1023 of the Act).


 


		7.2	The Company may issue warrants to subscribe to any person to whom the Company has granted the right
to subscribe for shares in the Company certifying the right of the registered holder to subscribe for shares in the Company upon
such terms and conditions as the right may have been granted.



 


		8.	Redeemable Shares



 


		8.1	Subject to the provisions of the Act, any shares may be issued on the terms that they are, or,
at the option of the Company are, liable to be redeemed on such terms and in such manner as the Company before the issue of the
shares may by special resolution determine.



 


		8.2	The Company may convert any of its shares into Redeemable Shares.



 


		9.	Purchase of Own Shares



 


		9.1	Subject to the provisions of and to the extent permitted by the Act and subject to any rights conferred
on the holders of any class of shares, the Company may purchase any of its shares of any class and may cancel any shares so purchased
or hold them as treasury shares (within the meaning of Section 109 of the Act) with liberty to reissue any such share or shares
as shares of any class or classes.



 


		9.2	The Company shall not be required to select the shares to be purchased on a pro rata basis or in
any particular manner as between the holders of the shares of the same class or as between the holders of shares of different classes.



 


		10.	Lien on Shares



 


The Company shall have
a first and paramount lien on every share for all moneys (whether immediately payable or not) called or payable at a fixed time
in respect of that share, and the Company shall also have a first and paramount lien on all shares standing registered in the
name of any person whether he or she be the sole registered holder thereof or one of two joint holders for all moneys immediately
payable by him or her or his or her estate to the Company, 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.


 


		11.	Instrument of Transfer



 


The instrument of transfer
of any share shall be executed by or on behalf of the transferor, save that if the share concerned (on one or more of the shares
concerned) is not fully paid, the instrument shall be executed by or on behalf of the transferor and the transferee.


 


		12.	Approval of Transfers by Directors



 


		12.1	The directors of the Company may in their absolute discretion, and without assigning any reason
for doing so, decline to register the transfer of any share.



 


		12.2	The directors’ power to decline to register a transfer of shares (other than on account of
a matter specified in paragraph 9.3 shall cease to be exercisable on the expiry of two months after the date of delivery to the
Company of the instrument of transfer of the share.



 


		12.3	The directors may decline to register any instrument of transfer unless:



 


		12.3.1	A fee of €10.00 or such lesser sum as the directors may from time to time require, is paid
to the Company in respect of it;



 




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		12.3.2	The instrument of transfer is accompanied by the certificate of the shares to which it relates
and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and



 


		12.3.3	The instrument of transfer is in respect of one class of share only.



 


		12.4	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.



 


		12.5	The registration of transfers of shares in the Company may be suspended at such times and for such
periods, not exceeding in the whole 30 days in each year, as the directors may from time to time determine.



 


PART III - GENERAL MEETINGS


 


		13.	Location of General Meetings



 


		13.1	An annual general meeting of the Company or an extraordinary general meeting of it may be held
inside or outside of the State.



 


		13.2	If the Company holds its annual general meeting or any extraordinary general meeting outside of
the State then, unless all of the members entitled to attend and vote at such meeting consent in writing to its being held outside
of the State, the Company shall make, at the Company’s expense, all necessary arrangements to ensure that members can be
technological means participate in any such meeting without leaving the State.



 


		13.3	A meeting referred to in the foregoing Articles may be held in two or more venues (whether inside
or outside of the State) at the same time using any technology that provides members, as a whole, with a reasonable opportunity
to participate.



 


		14.	Determination of Resolutions



 


At any general meeting
a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result
of, the show of hands, a poll is duly demanded. Unless a poll is so demanded, a declaration by the Chairman that a resolution
has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an
entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against the resolution.


 


		15.	Right to Demand Poll



 


A poll may be demanded
by (i) the Chairman, or (ii) at least three members present in person or by proxy, or (iii) any member or members present in person
or by proxy and representing not less than ten per cent of the total voting rights of all the members of the Company having the
right to vote at the meeting, or (iv) 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 ten per cent of the total sum paid up on all the
shares conferring voting rights. The demand for a poll may be withdrawn by the person or person who made the demand.


 


		16.	Members’ Resolutions in Writing



 


		16.1	A resolution in writing signed by all the members of the Company for the time being entitled to
attend and vote on such resolution at a general meeting (or being bodies corporate by their duly appointed 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.



 




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		16.2	A resolution passed in accordance with paragraph 13.1 shall be deemed to have been passed at a
meeting held on the date on which it was signed by the last member to sign, and, where the resolution states a date as being the
date of his or her signature thereof by any member, the statement shall be prima facie evidence that it was signed by him or her
on that date.



 


		16.3	If a resolution passed in accordance with paragraph 13.1 is not contemporaneously signed, the Company
shall notify the members, within 21 days after the date of delivery to it of the documents referred to in paragraph 13.4 of the
fact that the resolution has been passed.



 


		16.4	The signatories of a resolution passed in accordance with paragraph 13.1 shall, within 14 days
after the date of its passing, procure delivery to the Company of the documents constituting the written resolution; without prejudice
to the use of the other means of delivery generally permitted by the Act, such delivery may be effected by electronic mail or the
use of a facsimile machine.



 


		16.5	This regulation does not apply to a resolution to remove a director or a resolution to effect the
removal of a statutory auditor from office, or so as not to continue him or her in office.



 


		16.6	A resolution referred to in paragraph 13.1 may be signed by electronic signature or advanced electronic
signature.



 


PART IV – DIRECTORS


 


		17.	Number of Directors



 


The number of Directors
shall be not less than two.


 


		18.	Right to Attend Meetings



 


A Director
shall not require a share qualification but nevertheless shall be entitled to receive notice of and to attend and speak at any
general meeting of or any separate meeting of the holders of any class of shares in the Company.


 


		19.	Alternate Directors



 


		19.1	Any Director may by writing under his or her hand appoint:



 


		19.1.1	any other Director; or



 


		19.1.2	any other person who is approved by the Directors as hereinafter provided;



 


to be his or her alternate
provided always that no such appointment of a person other than a Director shall be operative unless and until such appointment
shall be approved by resolution of the Board of Directors.


 


		19.2	An alternate Director shall be entitled to receive notices of all meetings of the Directors and
of all meetings of committees of Directors of which his or her appointor is a member, to attend and vote at any such meeting at
which the Director appointing him or her is not personally present and, in the absence of his or her appointor, to exercise all
the powers, rights, duties and authorities of his or her appointor as a Director (other than the right to appoint an alternate
hereunder).



 


		19.3	Save as otherwise provided in this Constitution, an alternate Director shall be deemed for all
purposes to be a Director and shall alone be responsible for his or her own acts and defaults and he or she shall not be deemed
to be the agent of the Director appointing him or her. The remuneration of any such alternate Director shall be payable out of
the remuneration paid to the Director appointing him or her and shall consist of such portion of the last mentioned remuneration
as shall be agreed between the alternate and the Director appointing him or her.



 




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		19.4	A Director may at any time revoke the appointment of any alternate appointed by him or her. If
a Director shall die or cease to hold the office of Director, the appointment of his or her alternate shall thereupon cease and
determine but, if a Director retires but is re-appointed or deemed to have been re-appointed at the meeting at which he or she
retires, any appointment of an alternate Director made by him or her which was in force immediately prior to his or her retirement
shall continue after his or her re-appointment.



 


		19.5	Any appointment or revocation by a Director under this Article shall be effected by notice in writing
given under his or her hand to the Secretary or deposited at the registered office of the Company or in any other manner approved
by the Directors.



 


		20.	Regulation and Convening of Directors' Meetings



 


		20.1	Subject to the provisions of this Constitution, the Directors may regulate their proceedings as
they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director
may waive notice of any meeting and any such waiver may be retrospective.



 


		20.2	Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given
to him or her personally or sent in writing by delivery, post, telefax, electronic mail or any other means of communication approved
by the Directors to him or her at his or her last known address or any other address given by him or her to the Company for this
purpose.



 


		21.	Quorum for Directors' Meetings



 


The quorum for the transaction
of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be two. A person
who holds office only as an alternate Director shall, if his or her appointor is not present, be counted in the quorum but, notwithstanding
that such person may act as alternate Director for more than one Director, he or she shall not count as more than one for the
purposes of determining whether a quorum is present.


 


		22.	Voting at Directors' Meetings



 


		22.1	Questions arising at any meeting of Directors shall be decided by a majority of votes. Each Director
present and voting shall have one vote. Where there is an equality of votes, the chairman of the meeting shall have a second or
casting vote. Any person who acts as an alternate Director for one or more Directors shall be entitled, in the absence of any such
appointor from a meeting, to a separate vote at such meeting on behalf of each such appointor, in addition to the vote such person
will have at the meeting if he or she is a Director.



 


		22.2	Each Director present at a meeting of Directors shall, in addition to his or her own vote, be entitled
to one vote in respect of each other Director not present at the meeting who shall have authorised him or her (the "Authorised
Director") in respect of such meeting to vote for such other Director in the absence of such other Director, provided that:



 


		22.2.1	no Authorised Director shall be entitled to any vote at a meeting on behalf of another Director
pursuant to any such authority if the other Director shall have appointed an alternate Director and that alternate Director is
present at the meeting at which the Authorised Director proposes to vote pursuant to the provisions of such authority;



 


		22.2.2	any such authority may specifically provide that, in the absence of the Authorised Director from
any meeting, his or her alternate, if present at the meeting, may exercise the authority instead of the Authorised Director and
unless such provision is so made, no alternate Director of the Authorised Director shall be entitled to exercise any such authority
on his or her behalf; and



 




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		22.2.3	if, pursuant to any of the provisions of this paragraph, an alternate Director shall become authorised
to exercise any vote, he or she shall not be entitled to authorise any person other than himself or herself to exercise such vote.



 


		22.3	Any such authority may relate generally to all meetings of the Directors or to any specified meeting
or meetings and must be in writing and may be sent by delivery, post, telefax, electronic mail or any other means of communication
approved by the Directors. The authority must be delivered to the Secretary for filing prior to or must be produced at the first
meeting at which a vote is to be cast pursuant thereto.



 


		22.4	A Director may vote in respect of any contract, appointment or arrangement in which he is interested,
and he shall be counted in the quorum present at the meeting.



 


		23.	Directors' Resolutions in Writing



 


A resolution or other
document in writing signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors
shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened
and held and may consist of several documents in the like form each signed by one or more Directors but a resolution signed by
an alternate Director need not also be signed by his or her appointor and, if it is signed by a Director who has appointed an
alternate Director, it need not be signed by the alternate Director in that capacity. A document signed by a Director of which
a facsimile copy is transmitted to the Company at its offices shall be regarded as being signed by the Director concerned.


 


		24.	Participation in Meetings



 


Any Director or alternate
Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other
telecommunications equipment by means of which all persons participating in the meeting can hear each other speak and such participation
in a meeting shall constitute presence in person at the meeting.


 


		25.	Retirement by Rotation



 


A Director shall not
retire by rotation and the optional provisions set out in Section 1090 of the Act shall be modified accordingly.


 


		26.	Eligibility for Appointment



 


No person shall be appointed
a Director at any general meeting unless he or she is recommended by the Directors or not less than three nor more than twenty-one
days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to
the Company of the intention to propose that person for appointment stating with respect to such person to be proposed the particulars
which would, if he or she were so appointed, be required to be included in the Company's register of Directors together with notice
executed by that person of his or her willingness to be appointed.


 


		27.	Appointment of Additional Directors



 


		27.1	The Company may by ordinary resolution appoint a person to be a Director either to fill a vacancy
or as an additional Director.



 


		27.2	In addition and without prejudice to the powers of the Company under paragraph (a), the Directors
may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, any directors
so appointed shall not be required to retire from office at the annual general meeting next following his or her appointment and
Section 144(3) (c) of the Act.



 




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		28.	Vacation of Office



 


The office of a Director
shall be vacated if the Director:


 


		28.1	is adjudged bankrupt in the State or in any part of the World or makes any arrangement or composition
with his or her creditors generally;



 


		28.2	a declaration of restriction is made in relation to him pursuant to Part 14 of the Act;



 


		28.3	becomes the subject of a Disqualification Order within the meaning of Part 14 of the Act;



 


		28.4	in the opinion of all his or her co-Directors becomes incapable by reason of mental disorder of
discharging his or her duties as Director;



 


		28.5	resigns such office by notice in writing to the Company;



 


		28.6	is convicted of an indictable offence (other than an offence under the Road Traffic Acts for which
he or she is not sentenced to imprisonment and actually imprisoned) unless the Directors otherwise determine; or



 


		28.7	is removed from office by a resolution duly passed pursuant to Section 146 of the Act or under
the provisions of the next succeeding Article hereof.



 


		29.	General Meeting Powers



 


In addition to and without
prejudice to the provisions of the Act, the Company may by ordinary resolution remove any Director before the expiration of his
or her period of office notwithstanding anything in these regulations or in any agreement between the Company and such Director.
Any such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service
between him or her and the Company. The Company may by ordinary resolution appoint another person in place of any Director so
removed from office. A person appointed in place of a Director so removed shall be subject to retirement at the same time as if
he or she had become a Director on the day on which the Director in whose place he or she is appointed was last elected a Director.


 


		30.	Designation as Directors



 


The Directors may at
any time and from time to time by resolution appoint any one or more persons (not being Directors) in the employment of the Company
to a post with a title or designation which includes the word "director" as part of the title or designation in conjunction
with some other descriptive word. Subject as provided in this Article, such appointment shall be on such terms as the Directors
shall decide but the Directors shall be entitled by resolution to revoke such appointment at any time. Any such appointment or
revocation shall not affect the terms and conditions of employment of such person with the Company and the revocation of any such
appointment shall not entitle such person to any claim against the Company. Any person appointed to any such post in accordance
with this Article shall not be a member of the Board of Directors of the Company or have any of the rights or be under any of
the obligations of a Director nor shall his or her title or designation be taken or deemed to imply that the holder thereof is
a Director or authorised or empowered to act as one. Any person appointed to any such post in accordance with this Article shall
not be entitled to notice of or to attend any meeting of the Board of Directors of the Company but he or she shall attend if so
requested by the Board.


 


		31.	Additional Remuneration of Directors



 


Any Director who serves
on any committee or who devotes special attention to the business of the Company or who otherwise performs services which in the
opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way
of salary, percentage of profits or otherwise as the Directors may determine.


 




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PART V – POWERS OF DIRECTORS


 


		32.	Borrowing Powers



 


Subject to Part 17 of
the Act, the Directors may exercise all the powers of the Company to borrow or raise money, and to mortgage or charge its undertaking,
property, assets, and uncalled capital or any part thereof and to issue debentures, debenture stock, notes or bonds (including
eurobonds) and other securities whether outright or as collateral security for any debt, liability or obligation of the Company
or of any third party, without any limitation as to amount.


 


		33.	Contributions



 


Amounts received by the
Company by way of contribution to the Company, to its capital or otherwise, may be applied by the Company to the extent permitted
by law, including distribution to the members by way of dividend or otherwise, and pending such application, may be credited to
one or more reserves.


 


		34.	Pension Matters



 


The Directors may establish
and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds
for the benefit of and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons
who are or were at any time in the employment or service of the Company or of any company which is a subsidiary of the Company
or is allied to or associated with the Company or with any such subsidiary or who are or were at any time Directors or officers
of the Company or of any such other company aforesaid and hold or have at any time held any salaried employment or office in the
Company or such other company and the wives, widows, families and dependants of any such persons and also establish and subsidise
or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests
and well-being of the Company or any such other company as aforesaid or of any such persons as aforesaid and make payments for
or towards the insurance of any such persons as aforesaid and subscribe or guarantee money for any charitable or benevolent objects
or for any exhibition or for any public general or useful object and do any of the matters aforesaid either alone or in conjunction
with any such other company as aforesaid. Any Director who holds or has held any such employment or office shall be entitled to
participate in and retain for his or her own benefit any such donation, gratuity, pension, allowance or emolument to the extent
and upon such terms as may for the time being be permitted or required by law.


 


		35.	Personal Use of Company’s Assets



 


For the purposes
of section 228(1)(d) of the Act, the reasonable personal use by a director of any assets of the Company and made available for
use by the director in connection with the business and affairs of the Company shall be permitted, subject to any restrictions
imposed by the Company whether under contract or otherwise.


 


PART VI - GENERAL


 


		36.	Notices



 


		36.1	A notice or other document to be given, served or delivered in pursuance of this Constitution or
otherwise may be given to, served on or delivered to any member by the Company:



 


		36.1.1	by handing it to the member or his or her authorised agent;



 


		36.1.2	by leaving it at the registered address of the member;



 


		36.1.3	by sending it by post in a pre-paid cover addressed to the member at his or her registered address;
or



 




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		36.1.4	by sending it by telefax or electronic message to the number or address or one of the numbers and/or
addresses (if any) which the member may have furnished to the Company for the purposes of notices and/or documents being given,
served or delivered to him or her.



 


		36.2	Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (i) or (ii),
the giving, service or delivery shall be deemed to have been effected at the time when it was handed to the member or his or her
authorised agent, or left at the member’s registered address (as the case may be).



 


		36.3	Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iii), the
giving, service or delivery shall be deemed to have been effected at the expiration of twenty four hours after the cover containing
it was posted. In proving such service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped
and posted.



 


		36.4	Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iv), the
giving, service or delivery shall be deemed to have been effected at the time of transmission of the telefax or electronic message.
In proving such service or delivery it shall be sufficient to prove that the machine or equipment sending such telefax or electronic
message generated a proper transmission report showing a good transmission of such telefax or electronic message.



 


		37.	Effect of Prior Notices



 


Every person who, by
operation of law, transfer, or other means shall become entitled to any share shall be bound by every notice or other document
which, previous to his or her name and address being entered on the register in respect of such share, shall have been given to
the person in whose name the share shall have been previously registered.


 


		38.	Notice to Deceased Shareholders



 


Any notice or document
sent by post to the registered address of any member in pursuance of these presents shall, notwithstanding that such member be
then deceased, and whether or not the Company have notice of his or her decease, be deemed to have been duly served in respect
of any shares held by such member (whether solely or jointly with another person or persons) until some other person or persons
be registered in his or her stead as the holder or joint holders thereof, and such service shall for all purposes of these presents
be deemed a sufficient service of such notice or document on his or her executors or administrators, and all persons (if any)
jointly interested with him or her in any such share.


 


		39.	Signature to Notices



 


The signature to any
notice to be given by the Company may be written or printed.


 


		40.	Indemnity



 


		40.1	Subject to the provisions of and so far as may be admitted by the Act, 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.



 




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		40.2	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 235 of the Act.



 


		41.	Secrecy



 


No member shall be entitled
to require discovery of or any information respecting any detail of the trading of the Company or any matter which is or may be
in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company,
and which, in the opinion of the Directors, it would be inexpedient in the interests of the members of the Company to communicate
to the public.


 


		42.	Interpretation



 


		42.1	Save as otherwise provided herein, any reference to an Article, paragraph or sub-paragraph shall
be a reference to an Article, paragraph or sub-paragraph (as the case may be) of this Constitution and any reference in an Article
to a paragraph or sub-paragraph shall be a reference to a paragraph or sub-paragraph of the Article or paragraph in which the reference
is contained, unless it appears from the context that a reference to some other provision is intended.



 


		42.2	In this Constitution, the masculine gender shall include the feminine and neuter and the singular
number shall include the plural and vice versa and references to persons shall include bodies corporate, unincorporated associations
and partnerships.



 


		43.	Seal for Use Abroad



 


The Company
may exercise the powers conferred by Section 44 of the Act with regard to having an official seal for use abroad and such powers
shall be vested in the Directors.


 


		44.	Captions



 


The captions to this
Constitution and to the parts thereof are inserted for convenience of reference only and shall not be considered a part of or
affect the interpretation or construction of this Constitution


 





 






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