3.1        Requirement to hold meetings

The Company—

–––        is not required to hold any members meetings other than those specifically required by the Companies Act, 2008.

–––        is required to hold members meetings, in addition to those specifically required by the Companies Act, 2008, as set out in Part A of Schedule 3.

3.2        Members' right to requisition a meeting

The right of members to requisition a meeting, as set out in section 61 (3), may be exercised—

–––        by at least 25% of the voting members, as provided for in that section.

–––        by at least __ % of the voting members

3.3        Location of members meetings

The authority of the Company's Board of Directors to determine the location of any members meeting, and the authority of the Company to hold any such meeting in the Republic or in any foreign country, as set out in section 61 (9)—

–––        is not limited or restricted by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part B of Schedule 3.

3.4        Notice of members meetings

The minimum number of days for the Company to deliver a notice of a members meeting to the members, as required by section 62—

–––        is as provided for in section 62 (1).

–––        is ___ business days before the meeting is to begin.

3.5        Electronic participation in members meetings

The authority of the Company to conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, as set out in section 63—

–––        is not limited or restricted by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part C of Schedule 3.

3.6        Quorum for members meetings

(2)        The time periods allowed in section 64 (4) and (5) apply to the Company without variation apply to the Company, subject to the variations set out in Part D of Schedule 3.

(3)        The authority of a meeting to continue to consider a matter, as set out in section 64 (9)—

–––        is not limited or restricted by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part D of Schedule 3.

3.7        Adjournment of members meetings

The maximum period allowable for an adjournment of a members meeting is—

–––        as set out in section 64 (13), without variation.

–––        as set out in section 64 (13), subject to the variations set out in Part E of Schedule 3.

3.8        Members resolutions

(1)        For an ordinary resolution to be adopted at a members meeting, it must be supported by at least—

–––        50% of the members who voted on the resolution, as provided in section 65 (7).

–––        ___ % of the members who voted on the resolution, despite section 65 (7).

–––        the minimum percentage of members voting on the resolution, as set out in Part F of Schedule 3.

(2)        For a special resolution to be adopted at a members meeting, it must be supported by at least—

–––        75% of the members who voted on the resolution, as provided in section 65 (7).

–––        ___% of the members who voted on the resolution, despite section 65 (7).

–––        the minimum percentage of the members who voted on the resolution, as set out in Part F of Schedule 3.

(3)        A special resolution adopted at a members meeting is—

–––        not required for a matter to be determined by the Company, except those matters set out in section 65 (11).

–––        required, in addition to the matters set out in section 65 (11), for the matters set out in Part F of Schedule 3.