PF Finans / Clarinova

Company.

Rights attaching to shares

Voting rights Subject to any special rights or restrictions as to voting attached to shares (of which there are none at present), on a show of hands every shareholder who is present in person shall have one vote and on a poll every holder who is present in person or by proxy shall have one vote for every share of which he is the holder. A corporate member may, by resolution of its Directors or other governing body, authorise a person to act as its representative at General Meetings and that person may exercise the same powers as the corporate member could exercise if it were an individual member. Each member may appoint multiple proxies in respects of the shares held by him and any proxy validly appointed by such members shall have the right to attend and vote at a General Meeting. In the case of joint holders, the vote of the person whose name appears first in the register of shareholders shall be accepted to the exclusion of the votes of the other joint holders. Dividends The profits of the Company available for dividends and resolved to be distributed shall be applied in the payment of dividends to the members in accordance with their respective rights and interests in the profits of the Company. The Company in General Meeting may, by ordinary resolution, declare dividends accordingly, but no dividends shall exceed the amount recommended by the Board of Directors. No dividends shall be payable otherwise than in accordance with the 1991 Law and the Articles of Association. There are no fixed dates on which entitlement to dividends arises. Subject to the provisions of the Companies Acts 1963 to 2009 and the Articles of Association, the Board of Directors may from time to time pay to shareholders such interim dividends as appear to the Board of Directors to be justified by the profits of the Company. No dividends or other monies payable in respect of a share shall bear interest as against the Company unless otherwise provided by the rights attached to the share. Any dividends which have remained unclaimed for a period of ten years from its due date of payment shall, if the Board of Directors so resolves, be forfeited and shall cease to remain as a debt for the Company and thereafter belong to the Company. Subject to the provisions of the Law, Annual General Meetings shall be held, either in Ireland or such other country as the Board of Directors may determine, at such time and place as the Board of Directors may determine. An Annual General Meeting shall be convened by not less than 14 cleadays’ notice in writing. Meetings generally In the case of both an Annual General Meeting and an Extraordinary General Meeting, the notice must specify whether the meeting is an Annual General Meeting or an Extraordinary General Meeting, the place, day and time of the meeting, the general nature of the business (if special business is to be transacted) and the intention to propose a special resolution if that be the case, and with reasonable prominence that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him and that a proxy need not also be a Meetings of shareholders General Meetings

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