PF Finans / Clarinova

Powers of the Board of Directors and delegation of the Board’s powers Subject to the provisions of under the Companies Acts 1963 to 2009, the memorandum of association of the Company and the Articles of Association and to any directions given by special resolution, the business of the Company shall be managed by the Board of Directors, which may exercise all powers of the Company. Subject to the provisions of the Articles of Association, the Board of Directors may delegate any of its powers, authorities and directions for such time and on such terms and conditions as it thinks fit. Borrowing powers The Board of Directors may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property, assets (present and future) and uncalled capital and, subject to the provisions of under the Companies Act,s 1963 to 2009, to create and issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligations of the Company or of any third party. Right to indemnification Pursuant to the Articles of Association and subject to under the Companies Acts 1963 to 2009, each present or former Director (including any alternate Director), Secretary or other officer of the Company shall be indemnified out of the assets of the Company against any costs, charges, losses, damages and liabilities incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation thereto.

Restrictions on changes in control, mergers, acquisitions or corporate restructuring of the Company

There are no provisions in the Articles of Association that would have the effect of delaying, deferring or preventing a change of control in the Company or that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company.

Financial statements and the statutory auditor

Within seven months after the end of each financial period, the accounts of the Company for that period shall be prepared, and examined and reported upon by auditors and laid before a General Meeting of the Company together with a copy of the auditors’ report. A copy of the audited accounts shall, not less than 14 clear days before the General Meeting before which they are to be laid, be available at the premises of the Company and published on the Company’s website. The auditors of the Company must be qualified to act as such as a matter of Irish law.

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