Droghedapc

COMPANIES
AN OfRiG UStf CHLASU CUiiSACH, W B1 Submission Number: 6679175
B1 - Annual Return - 262361
Company Details
Date return made up to 9 September 2009
If the return is made up to a date earlier than Yes
the existing ARD, do you wish to retain the
anniversary of the existing ARD for next year?
Company details
Company number 262361
Company name DROGHEDA PORT COMPANY
Registered Office M ARB OURVILLE
MORNINGTON ROAD
CO MEATH
Financial year from 1 January 2008
Financial year to 31 December 2008
Secretary details
Secretary
Type of entity Irish resident individual
Surname FLEMING
Forename PAUL
Address 5 SILKWOOD
MORNINGTON
CO MEATH
Does this company have a Joint Secretary? No
Directors
Page 1 of 12
COMPANIES
AN O^G U^ CHLASU CUiOÂCH, W B1 Submission Number: 6679175
MARTIN FARRELLY (1)
1 Director
Director
Surname FARRELLY
Forename MARTIN
Country of nationality IRELAND
Date of birth 15 August 1958
Occupation IT CONSULTANT
Address 15 PARK CLOSE
GRANGE RATH
DROGHEDA
CO. MEATH.
EEA resident Yes
Other Directorships
1
Registered in IRELAND
Company name ACCOUNTING
BUSINESS AND
COMMERCIAL
SERVICES LIMITED
NICOLA MARY BINNS ( 2 )
2 Director
Director
Surname BINNS
Forename NICOLA MARY
Country of nationality UNITED KINGDOM
Date of birth 6 December 1953
Occupation CONSULTANT
Address THE BOULEVARD
GRANGE RATH
DROGHEDA
CO. MEATH
EEA resident Yes
Page 2 of 12
COMPANIES
MICHAEL COYLE ( 3 )
3 Director
Director
Surname COYLE
Forename MICHAEL
Date of birth 12 January 1938
Occupation DIRECTOR
Address TOWNRATH
DROGHEDA
CO LOUTH
EEA resident Yes
DAVIDPRYOR (4)
4 Director
Director
Surname PRYOR
Forename DAVID
Date of birth 9 January 1961
Occupation CHIEF EXECUTIVE OFFICER
Address 5 MELROSE AVENUE
STAMEEN
DROGHEDA
CO.LOUTH
EEA resident Yes
Page 3 of 12
/ " / V S j&GgHjAjiO^ OFFKI
V^l an oîTu^'aiIKocOiBÂoTrA? ^ B1 Submission Number: 6679175
WILLIAM LENNON ( 5 )
5 Director
Director
Surname LENNON
Forename WILLIAM
Date of birth 16 October 1956
Occupation DIRECTOR
Address AN CLIAN NUA
COCKLE ROAD
CARNTOWN
BALLYMAKENNY
DROGHEDA, CO LOUTH
EEA resident Yes
JIMMY CUDDEN ( 6 )
6 Director
Director
Surname CUDDEN
Forename JIMMY
Date of birth 9 May 1940
Occupation DIRECTOR
Address 23 ST CIANANS VILLAS
DULEEK
CO MEATH
EEA resident Yes
Page 4 of 12
V^l an oîTu^'aiIKocOiBÂoTrA? ^ B1 Submission Number: 6679175
MARIA O'BRIEN CAMPBELL ( 7 )
7 Director
Director
Surname O'BRIEN CAMPBELL
Forename MARIA
Date of birth 28 July 1950
Occupation COUNCILLOR
Address 198, MARIAN PARK
DROGHEDA
CO. LOUTH
EEA resident Yes
CORMACBOHAN (8)
8 Director
Director
Surname BOHAN
Forename CORMAC
Date of birth 6 August 1974
Occupation DIRECTOR
Address 99 ASHFIELD
NOTH ROAD
DROGHEDA
EEA resident Yes
Page 5 of 12
COMPANIES
PAUL BELL ( 9 )
9 Director
Director
Surname BELL
Forename PAUL
Date of birth 18 March 1965
Occupation COUNCILLOR
Address 109 BALLSGROVE
DROGHEDA
CO. LOUTH.
EEA resident Yes
PATRICK TRAYNOR ( 1 0 )
10 Director
Director
Surname TRAYNOR
Forename PATRICK
Date of birth 22 September 1936
Occupation RETIRED
Address 24 A FAIRWAYS PARK
BETTYSTOWN
CO MEATH
EEA resident Yes
Page 6 of 12
COMPANIES GS'SATlO* OFFICE
AN OIRG UM CHLASU GMACH, T|A-:fW B1 Submission Number: 6679175
PAUL FLEMING (11)
11 Director
Director
Surname FLEMING
Forename PAUL
Date of birth 20 October 1964
Occupation CHIEF EXECUTIVE OFFICER
Address 5 SILKWOOD
MORNINGTON
CO MEATH
EEA resident Yes
Other Directorships
1
Registered in DROGHEDA CO.
LOUTH
Company name FAST TERMINALS
IRELAND LIMITED
List of past and present members
Total number shares held 6555948
FINTAN O'BRIEN (1)
1 Shareholder
Surname / Company Name O'BRIEN
Forename (if person) FINTAN
Address DEPT COMMUN MARINE & NATURAL
RESOURCES
LEESON LANE
DUBLIN 2
Folio number 2
Shareholding
1
Numbers held 1
Share Class ORDINARY
Page 7 of 12
COMPANIES GS'SATlO* OFFICE
AN OIRG UM CHLASU GMACH ,TA:| - W
f
B1 Submission Number: 6679175
MINISTER FOR FINANCE ( 2 )
2 Shareholder
Surname / Company Name MINISTER FOR FINANCE
Address 73-79 LR. MOUNT STREET
DUBLIN 2
Folio number 3
Shareholding
1
Numbers held 1
PAUL FLEMING (3)
3 Shareholder
Surname / Company Name FLEMING
Forename (if person) PAUL
Address 5 SILKWOOD
MORNINGTON
CO. MEATH
Folio number 4
Shareholding
1
Numbers held 1
PATRICK TRAYNOR (4)
4 Shareholder
Surname / Company Name TRAYNOR
Forename (if person) PATRICK
Address 24 A FAIRWAYS PARK
BETTYSTOWN
CO MEATH
Folio number 5
Shareholding
1
Numbers held 1
Page 8 of 12
COMPANIES SEGS'SATlO* OFFICE
AN OIRG Ultf CHLASU GMACH ,TA:| - W
f
MINISTER FOR TRANSPORT (5 )
5 Shareholder
Surname / Company Name MINISTER FOR TRANSPORT
Address LEESON LANE
DUBLIN 2
Folio number 6
Shareholding
1
Numbers held 6555943
JOHNLUMSDEN (6)
6 Shareholder
Surname / Company Name LUMSDEN
Forename (if person) JOHN
Address DEPT. OF TRANSPORT
KILDARE STREET
DUBLIN 2.
Folio number 7
Shareholding
1
Numbers held 1
Authorised Share Capital
Authorised Share Capital

1
Currency Euro
Total 10000000
M a d e up as follows:
1
Currency Euro
Class ORDINARY
Number of Shares 8000000
Nominal value per share 1.25
Page 9 of 12
COMPANIES SEGS'SATlO* OFFICE
AN OIRG Ultf CHLASU GMACH ,TA:| - W
f
Issued Share Capital
Issued Share Capital

1
Currency Euro
Total 8194935
Paid up on shares issued for cash 8194935
Considered paid on other shares 0
Total calls unpaid (E) 0
Total not yet paid (F) 0
Total standing to credit of Capital Conversion 85059
Reserve Fund
Shares issued
Consideration - all cash

Total Number of shares issued - (A) 6555948
Totals
1
Currency Euro
Total amount paid (C) 8194935
1
Currency Euro
Class ORDINARY
Number of Shares 6555948
Total nominal value 8194935
Total premium paid 0
Total amount paid 8194935
Are there any shares for Consideration Not All No
Cash?
Page 10 of 12
COMPANIES REGiSTRATlCSs OFHCE
W B1 Submission Number: 6679175
Totals
Totals
Total number of shares issued (A) + (B) 6555948
Totals
1
Currency Euro
Total paid and unpaid and considered paid (C) 8194935
+ (D) + (E) + (F)
Attachments
Attachments
Balance sheet SI28 Companies Act 1963 [CA 63]; S7
and S18 Companies (Amendment) Act 1986 [CAA 86]
Auditors Report S.128 CA 63; S.7 and S.18 CA 86
Particulars of persons verifying the contents of the form

IAVe hereby certify that the particulars contained in this
form are correct and have been given in accordance with
the Notes on Completion of the statutory Form B1.
Details of Director who is certifying that the information provided is correct
Type of Signature Signature as Director
Individual details
Surname TRAYNOR
Forename PATRICK
Details of Secretary who is certifying that the information provided is correct
Type of Signature Signature as Secretary
Individual details
Surname FLEMING
Forename PAUL
Page 11 of 12
COMPANIES 3EGS1SATIO* OFFICE
, |-f
AN OIRG Ultf CHLASU GMACH TA: W
Particulars of the presenter
Reference
Reference Number TS/127
Presenter details
Type of entity Business name registered in Ireland
Name CALLAN STRINGER & CO
Address 66 WEST STREET
DROGHEDA
CO LOUTH
E-mail address core@callanstringer.com
Telephone number 0419836816
Fax number 0419834478
Legal references
Collective Citation:
Companies Acts, 1963 to 2006
Legal Function Performed:

Annual Return to the registrar of companies
Act: Companies Act, 1963
Section: 125, 127, 128
Act: Companies (Ammendment) Act 1986
Section: 7
Act: Electoral Act 1997
Section: 26
Act: Companies (Ammendment)(No. 2) Act 1999
Section: 43 and 44
Section: 249A
Page 12 of 12
Presenter:
CALLAN STRINGER & CO
66 WEST STREET
DROGHEDA
CO LOUTH B1 Submission Number: 6679175
Contact Person: Bl: Company Number: 262361
Gareth Bohill Company Name: DROGHEDA PORT COMPANY
0419836816
Send To:
Companies Registration Office
O'Brien Road
Carlow
Signature Page
Bl - Annual Return - 262361

Signature of the person(s) who is (are) certifying that the information provided is correct.
Signature as Director: PATRICK T<L\YNOR Date
11
Signature as Secretary: TAUL FLEMING
t? \ocf[Oc\
Date
Legal references:
Companies Acts, 1963 to 2006 CRO
CARLOW
Attachments: 2 2 2 SEP 2CC3
The fee for this submission(including late fees) is: €20. Please ei sure it
Cheques or Postal Money Orders should be made out to "The Comp anies Reqistf-gfinn nffirn".ucing-thf- ull
title rather than the abbreviation J k u .
Unless this signature page and any attachments are received in the CRO by the following date, the annual
return will be deemed never to have been filed: 07-0ct-2009 (i.e. 28 days after the form was electronically
submitted)
Ref.: F326 90AD DB8B 08C3 594F 5811 CBCF 4D77 Page 1 of 1
WEB FILED (50)
3822599
Registration Number 262361
Drogheda Port Company
Abridged accounts
For the year ended 31/12/08
CRO NYI
CARLOW LI±1
2 2 SEP 20C3
RECEIVED
Contents
Page
Directors and other information 1
Statement of Directors' Responsibilities 2
Abridged Auditors' report to the company pursuant to Section 18(4) 3
Independent Auditors' report to the shareholders 4-5
Abridged balance sheet 6
Notes to the abridged financial statements

Including Statement of Accounting Policies 7-10
General Informatioi
Directors (2008) P. Traynor (Chairman) P. Fleming (Chief Executive)

J. Cudden W, Lennon
M. O'Brien Campbell J. McConville (ret 19.12.2008)
M. Coyle D. Pryor
P.Bell C. Bohan
N. Binns (comm. 01.08.2008) M. Farrelly (comm. 01.08.2008)
T. O'Reilly (ret. 23.01.2008) F. Maher (ret. 23.01.2008)
Secretary P. Fleming
Registered Office Harbourville,

Mornington Road,
Drogheda,
Co. Meath.
Auditors Callan Stringer & Co.,

Chartered Certified Accountants,
66 West Street,
Drogheda,
Co. Louth.
Bankers A.I.B. Bank,

West Street,
Drogheda,
Co. Louth.
Solicitors McKeever Taylor & Son,

Solicitors,
34/35 Laurence Street,
Drogheda,
Co. Louth.
Actuaries Lane Clark & Peacock Ireland,

Office 2, Grand Canal Wharf,
South Dock Road, Dublin 4.
Page 1
Statement of Directors responsibilities for the shareholders' financial statements
The directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable Irish law and Generally Accepted Accounting Practice in Ireland
including the accounting standards issued by the Accounting Standards Board and published by the
Practices Board in the UK and Ireland.
Irish company law requires the directors to prepare financial statements for each financial period,
which give a true and fair view of the state of affairs of the company and of the profit or loss of the
company for that period.
In preparing those financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently
make judgements and estimates that are reasonable and prudent
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the company will continue in business.
The directors confirm that they have complied with the above requirements in preparing the
financial statements.
The directors are responsible for keeping proper books of account which disclose with reasonable
accuracy at any time the financial position for the company and to enable them to ensure the
financial statements are prepared in accordance with accounting standards generally accepted in
Ireland and with Irish statute comprising the Companies Acts 1963 to 2009 and all Regulations to
be construed as one with those Acts. They are responsible for ensuring that the company otherwise
complies with the provisions of those Acts relating to financial statements in so far as they are
applicable to the company.
They are also responsible for safeguarding the assets of the company and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Where financial statements are to be published on the web, the directors are responsible for the
maintenance and integrity of the corporate and financial information included on the company's
website.
On behalf of the board
Director Dated 9 t h September 2009.
Page 2
Auditors9 report to the company

Pursuant to section 18(3) of the Companies (Amendment) Act, 1986
To the directors of Drogheda Port Company.

The following are copies of our report dated 09/09/2009 under section 18(4) Companies
(Amendment) Act 1986 to the directors of Drogheda Port Company and our report dated 01/04/08
under section 193 Companies Act 1990 to the members of that company for its financial year ended
31/12/08.
Report of the auditors under section 18(4) Companies (Amendment) Act 1986:
We have examined the abridged accounts on pages 6 to 10, together with the financial statements of
the company for the year ended 31/12/08 to be laid before the Annual General Meeting, which form
the basis for those abridged accounts.
Respective responsibilities of directors and auditors

The directors are responsible for preparing abridged accounts in accordance with Sections 10 and
12 of the Companies (Amendment) Act 1986. It is our responsibility to form an independent
opinion as to the company's entitlement to the exemptions claimed in the directors' statement and
whether the abridged accounts have been properly prepared in accordance with those Sections.
Basis of opinion
We have carried out the procedures we considered necessary to confirm, by reference to the audited
financial statements, that the directors are entitled to annex abridged accounts to the annual return
and the abridged accounts have been properly prepared from those financial statements. The scope
of our work for the purpose of this report does not include examining or dealing with events after
the date of our report on the full financial statements.
Opinion
In our opinion the directors are entitled under Section 18 of the Companies (Amendment) Act 1986
to annex to the annual return of the company abridged accounts in respect of the year ended
31/12/08, and those abridged accounts have been properly prepared pursuant to the provisions of
Sections 10 and 12 of that Act.
Other information
On 21/04/09 we reported, as auditors of the company, to the shareholders on the financial
statements for the year ended 31/12/08, and the full text of our audit report is reproduced on pages 4
its.
66 West Street, Drogheda, Co. Louth.

Certified Accountants &
Registered Auditors,
Date 9 t h September 2009.
Page 3
Independent Auditor's Report to the Shareholders of Drogheda Port Company
We have audited the financial statements of Drogheda Port Company for the year ended
31 st December 2008, which comprise the Profit and Loss Account, the Balance Sheet, the Cash
Flow Statement, the Statement of Total Recognised Gains and Losses and the related notes. These
financial statements have been prepared under the accounting policies set out therein.
Respective responsibilities of directors and auditors.

As described in the Statement of Directors' Responsibilities the company's directors are responsible
for preparing the financial statements in accordance with applicable law and Generally Accepted
Accounting Practice in Ireland including the accounting standards issued by the Accounting
Standards Board.
Our responsibility is to audit the financial statements in accordance with relevant legal and
regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view in
accordance with Generally Accepted Accounting Practice in Ireland and are properly prepared in
accordance with the Companies Acts, 1963 to 2006. We also report to you whether in our opinion:
proper books of account have been kept by the company; whether at the balance sheet date, there
exists a financial situation requiring the convening of an extraordinary general meeting of the
company; and whether the information given in the directors' report is consistent with the financial
statements. In addition, we state whether we have obtained all the information and explanations
necessary for the purpose of our audit, and whether the financial statements are in agreement with
the books of account.
We also report to you if, in our opinion, any information specified by law regarding directors'
remuneration and directors' transactions is not disclosed and, where practicable, include such
information in our report.
We read the directors' report and consider the implications for our report if we become aware of
any apparent misstatements within it.
We read the other information contained in the Annual Report, and consider whether it is consistent
with the audited financial statements. This other information comprises only the Directors Report
and the Chairman's Statement and the Chief Executive's Review. We consider the implications for
our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland)
issued by the Auditing Practices Board. An audit includes examination; on a test basis; of evidence
relevant to the amounts and disclosures in the financial statements. It also includes an assessment
of the significant estimates and judgments made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the company's circumstances,
consistently applied and adequately disclosed.
Page 4
I
We planned and performed our audit so as to obtain all the information and explanations, which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the financial statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the
presentation of information in the financial statements.
Opinion
In our opinion the financial statements:
give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of
the state of the company's affairs as at 31 st December 2008 and of its profit/(loss) for the year then
ended; and have been properly prepared in accordance with the requirements of the Companies Acts
1963 to 2006.
We have obtained all the information and explanations, which we consider necessary for the
purposes of our audit. In our opinion proper books of account have been kept by the company. The
financial statements are in agreement with the books of account.
In our opinion the information given in the directors' report is consistent with the financial
statements.
The net assets of the company, as stated in the balance sheet are more than half of the amount of its
called-up share capital and, in our opinion, on that basis there did not exist at 31 st December 2008 a
financial situation which under Section 40 (1) of the Companies (Amendment) Act, 1983 would
traordinary general meeting of the company.
uertinea Accountants &

Registered Auditors,
66 West Street,
Drogheda,
Co. Louth.
1st April 2008
This is certified a true copy

On behalf of the Board
U4L/
Dated 21 st April 2009.
Page 5
Abridged Balance Sheet As At 31 st December 2008
Notes 2008 2007

€ €
Fixed Assets
Tangible Assets 3 28,494,650 27,491,449
Capital Grants Deferred (4,499,406) (4,429,820)
23,995,244 23,061,629
Intangible Assets 3 317,379 1,139,913
Investments 10,000 10,000
24,322,623 24,211,542
Current Assets
Debtors & Prepayments 1,699,861 1,281,030
Bank & Cash in Hand 32,690 429,579
1,732,551 1,710,609
Creditors
Amount falling due
within one year 4 (1,057,809) (1,070,505)
Net Current Assets/Liabilities 674,742 640,104
Total Assets less Current Liabilities 24,997,365 24,851,646
Creditors
Amount falling due after
one year (8,403,694) (8,021,731)
Defined Benefit Pension
Scheme Deficit (1,041,900) (664,400)
Net Assets 15,551,771 16,165,515
Represented by
Capital And Reserves
Called up Share Capital 5 8,194,935 8,194,935
Profit & Loss Account 737,559 1,351,303
Revaluation Reserve 6,534,218 6,534,218
Capital Redemption Reserve 85,059 85,059
15,551,771 16,165,515
The directors have taken advantage of the abridged disclosure exemptions conferred by sections 10 and 12 of
the Companies (Amendment) Act, 1986 on the grounds that the company is entitled to the benefit of those
exemptions as a small company.
Approved on beha f of the Board on 21 st April 2009 by ^ îtyu/j'*-*^'
Director Director J/kM^
0 Page 6
I

1. Statement of accounting policies
The following accounting policies have been applied consistently in dealing with items which are
considered material in relation to the company's financial statements.
1.1 Basis of preparation
The audited financial statements have been prepared in accordance with accounting standards
generally accepted in Ireland and Irish statute comprising the Companies Acts 1963 to 2006.
Accounting Standards generally accepted in Ireland in preparing financial statements giving a true
and fair view are those issued by the Accounting Standards Board and published by the Auditing
Practices Board in the UK and Ireland.
1.2. Turnover Policy
Turnover represents the total invoice value, excluding value added tax, of sales made during the
year.
13. Tangible fixed assets and deprecation
Depreciation
Depreciation is provided on all tangible fixed assets, at rates calculated on a straight-line basis to
write off the cost less residual value, of each asset systematically over its expected useful life, as
follows:
Computers 15%
Office Equipment 20%
Plant & Equipment 15%
Quays, Roads & Wharfs 2%
Motor Vehicles 20%
Buildings 2%
Port Development 15% (Excluding Port Development at Bremore)
1.4. Stock
Stock is valued at the lower of cost and net realisable value.

The company has no stocks in hand at 3 I s1 December 2008.
Page 7
I
Notes to the abridged financial statement

.continued
2. Directors and their interests

The directors who served during the year and their interests in the company are as stated below:
Ordinary shares Ordinary Shares

31/12/08 01/01/08 31/12/08 01/01/08
P. Traynor (Chairman) 1 P. Fleming (C.E.O.) 1
J. Cudden W. Lennon
M. O'Brien Campbell J. McConville(retd)
M. Coyle D. Pry or
T. O'Reilly (retd.) F. Maher (retd)
P. Bell C. Bohan
N. Binns (comm.) M. Farrelly (comm.)
There were no changes in shareholdings between 31/12/08 and the date of signing the financial statements.
Tangible
3. Fixed Assets Intangible Fixed
Assets Assets
€ €
Cost
At 01/01/08 1,526,024 30,449,882
Additions 385,218 290,276
Transfers (1,153,778) 1,153,778
Disposals (37,847)
At 31/12/08 757,464 31,856,089
Depreciation
At 01/01/08 386,111 2,958,433
Charge for year 53,974 403,006
At 31/12/08 440,085 3,361,439
Net book values

At 31/12/08 317,379 28,494,650
At 31/12/07 1,139,913 27,491,449
Page 8
I
I

.continued
Creditors: amounts falling due

within one year 2008 2007
€ €
Loans & other borrowings

Bank & Other Loans 354,134 336,120
Other creditors
Trade Creditors 476,027 344,047
Accruals and Other 227,648 356,607
Hydrocarbon Capital Dredging Account 33,731
1,057,809 1,070,505
Share capital 2008 2007

€ €
Authorised equity
8,000,000 Ordinary Shares of €1.25 10,000,000 10,000,000
Allotted, called up and fully paid equity

6,555,948 Ordinary Shares of €1.25 8,194,935 8,194,935
Related party transactions
Drogheda Port Company is a 50% shareholder in a joint venture company Fast Terminals Ireland
Ltd. and trading has taken place between the two companies as part of the ordinary activities of
the company.
William Lennon, director of Drogheda Port Company is also managing director of Patrick
Monahan Ltd. and Tom O'Reilly retired director of Drogheda Port Company is also a director of
Martin Butterly & Co. Ltd. Both of these companies are major stevedoring companies within
the port and Drogheda Port Company has transacted business with them throughout the year.
William Lennon, director of Drogheda Port Company is also a minor shareholder of Boyneside
Warehousing, a partnership, and Drogheda Port Company has transacted business with them
during the year.
Accounting Periods
The current accounts are for a full year. The comparative accounts are for a full year.
Page 9
I
COMPANIES
AN O^G U^ CHLASU CUiOÂCH , W
RES Submission Number: 7130079
RES - Notice of Resolution
Notice of Resolution
Notice of Resolution ( G l , G2 including change of name)

Date of Resolution 27 May 2010
Company details
Company name DROGHEDA PORT COMPANY
Page 1 of 4
COMPANIES
AN O^G U^ CHLASU CUiOÂCH, W RES Submission Number: 7130079
Resolution Details
Resolution Details
Resolution to be filed G1 Special Resolution Alteration of the Memorandum
and Articles of Association
Text of Resolution SPECIAL RESOLUTION DROGHEDA PORT
COMPANY CHANGE OF MEMORANDUM and
ARTICLES OF ASSOCIATION At a general meeting of
the members of the above named company, duly
convened and held at Harbourville, Moraington Road,
Drogheda, Co Meath on 27th May 2010 at 12 noon. The
following Special Resolution was duly passed: That the
Memorandum and Articles of Association of the
company be modified as follows: Memorandum of
Association In Section 1 to insert after the words
#pursuant to section 8(2) of the Harbours Act, 1996
(No.11 of 1996)# the words #as amended by Section 4 of
the Harbours (Amendment) Act, 2000 (No. 21 of 2000)#
Delete section 3.4 as it is based on section 1 l(4)(d) of
1996 Act which was deleted by section 4 of the 2009 Act.
Rename current section 3.5 as section 3.4 Insert new
section 3.5 based on section 5 of 2009 Act- #Subject to
section 5 of the Harbours (Amendment) Act 2009, to
invest in or engage in commercial activities outside the
limits of its harbour, where it appears to the company to
be requisite, advantageous or incidental to the
performance by it of its functions under the Harbours
Acts 1996 to 2009 or otherwise in respect of its harbour#
In Section 3.6 after the words #Subject to section 15 of
the Harbours Act 1996# to insert # as amended by section
6 of the Harbours (Amendment) Act 2009# In Section 3.8
after the words #Subject to section 15 of the Harbours
Act 1996# to insert # as amended by section 6 of the
Harbours (Amendment) Act 2009# In Section 3.24 after
the words #Subject to section 17(3) of the Harbours Act
1996# to insert #as amended by section 8 of the Harbours
(Amendment) Act 2009# In Section 3.30 after the words
#Subject to sections 15 and 17 of the Harbours Act 1996#
to insert #as amended by sections 6 and 8 of the Harbours
(Amendment) Act 2009# In Section 3.31 after the words
#Subject to section 23 of the Harbours Act 1996# to
insert #as amended by section 9 of the Harbours
(Amendment) Act 2009# In Section 3.35 to delete #..or
authorised by or under the Harbours Act, 1996 or
otherwise.# and replace with #..or authorised by or under
the Harbours Acts 1996 to 2009 or otherwise.# In Section
3.41 to delete #as specified in the Harbours Act, 1996#
and replace with #as specified in the Harbours Acts 1996
to 2009 or otherwise# In Section 3.45 to replace the
#Minister for the Marine# with the #Minister for
Transport# In Section 3.47 to delete #Harbours Act,
1996# and replace it with #Harbours Acts 1996 to 2009#
In Section 7 to replace the #Minister for the Marine# with
the #Minister for Transport# Articles of Association
Page 2 of 4
COMPANIES
, W
AN O^G U^ CHLASU GMACHTA: RES Submission Number: 7130079
Article 2 Insert in the list of definitions- # #the 2000 Act#

means the Harbours (Amendment) Act 2000 (No. 21 of
2000).# Insert in the list of definitions- # #the 2009 Act#
means the Harbours (Amendment) Act, 2009 (No. 26 of
2009).# In the definition of #Employee Director# after
#1996 Act# to insert #as amended by section 11 of the
2009 Act# In the definition of #the Minister# to replace
#Minister for the Marine of Ireland# with #Minister for
Transport of Ireland# Article 37 To delete current Article
and replace with #Subject to the terms of section 11 of
the Harbours (Amendment) Act 2009, the number of
Directors (including the Chairperson and Chief
Executive) shall be not more than eight# Article 38 (a)
To delete #or Direct or s# after the words #other than the
employee director# and also delete #and the local
authority directors# Article 41 In line #(other than a
casual vacancy for an employee director or Directors and
a local authority Director or Directors)# to delete #or
Directors and a local authority Director or Directors#
Article 46(1 )(1) To delete #; or# Article 46(1 )(m) Delete
Article 54 After #Subject to section 35 of the 1996 Act#
to insert #as amended by Section 7 of the 2000 Act#
Article 59 After #Subject to Section 23 of the 1996 Act#,
Article 60 After #Subject to Section 23 of the 1996 Act#,
Article 93 After #under sections 27 and 28 of the 1996
Act# to insert #as amended by section 10 of the 2009
Act# and to delete #six months# and replace it with #four
months# DATED: 27.05.10 SIGNED: Paul Fleming
Company Secretary
Please note: The following documents are required with your submission
Amended Memorandum and Articles of Association.
Particulars of persons verifying the contents of the form
Details of Person(s) who are certifying that the information provided is correct
Type of Signature Signature as Secretary
Type of entity Individual Resident within EEA
Individual details
Surname FLEMING
Forename PAUL
Page 3 of 4
V^l an oîTu^'aiIKocOiBÂoTrA? ^ RES Submission Number: 7130079
Particulars of the presenter
Reference
Presenter details
Type of entity Irish registered Company
Name DROGHEDA PORT COMPANY
Address MARITIME HOUSE
THE MALL
DROGHEDA
CO LOUTH
E-mail address paulfleming@droghedaport.ie
Telephone number 041 9838378
Fax number 041 9832844
Legal references
Regulation 9, European Communities (Single Member Private Limited Companies) Regulations, 1994
Companies (Form and Content of Documents Delivered to the Registrar) Regulations 2002
Legal Function Performed:

Notice of Resolution
Section: 141
Section: 70
Page 4 of 4
Presenter:
DROGHEDA PORT COMPANY
MARITIME HOUSE
THE MALL
DROGHEDA RES Submission Number: 7130079
CO LOUTH RES: Company Number: 262361
Contact Person: Company Name: DROGHEDA PORT COMPANY
paul fleming
041 9838378
Send To:
Companies Registration Office
Parnell House
14 Parnell Square
Dublin 1
Signature Page
RES - Notice of Resolution - G1 Special Resolution Alteration of the

Memorandum and Articles of Association
Signature of the person(s) who is (are) certifying that the information provided is correct.
Daiv/
Legal references:
Attachments:
iquirm for this submission
Ref.: D933 8799 7AE1 6AE6 4C27 314E 7A65 E5CF Page 1 of 1
WEB FILED (50)
COMPANIES ACTS 1963 TO 1990
COMPANY LIMITED BY SHARES

*°27001
MEMORANDUM
and
ARTICLES OF ASSOCIATION
Of
COMPANY
2010
INCORPORATED ON THE 24th DAY OF FEBRUARY, 1997.
MEMORANDUM AND ARTICLES OF ASSOCIATION
CONTENTS
Page
MEMORANDUM OF ASSOCIATION 1
ARTICLES OF ASSOCIATION 11
Preliminary 12
Private Company 14
Share Capital 15
Certificates 16
Transfer of Shares 17
General Meetings 18
Notice of General Meetings 19
Proceedings at General Meetings 20
Votes of Members 22
Directors 24
Disqualification of Directors 25
Powers and Duties of Directors 27
Borrowing 30
Proceedings of Directors 31
Right of Harbour Master to attend Meetings 33
Staff 34
Superannuation 35
Secretary 36
*
Seal 37
Dividends and Reserves 38
Accounts 39
Audit 41
Performance Audits 42
Notices 44
Indemnity 45
Secrecy 46
Winding up or Dissolution 47
Allotment of Securities 48
Shareholders 49
Companies Acts 1963 to 1990
Company Limited by Shares
Memorandum of Association
of
Drogheda
The name of the Company is Drogheda Port Company (the company being exempt, pursuant to
section 8(2) of the Harbours Act, 1996 (No. 11 of 1996) as amended by section 4 of the
Harbours (Amendment Act, 2000 (No. 21 of 2000) from the requirement of section 6(1 )(a) of
the Companies Act, 1963 (No. 33 of 1963) to include the word "limited" in its title).
The main objects for which the Company is established are:-
(1) to take all proper measures for the management, control, operation and
development of its harbour and the approach channels thereto.
(2) to provide such facilities, services, accommodation and lands in its harbour for
ships, goods and passengers as it considers necessary.
(3) to promote investment in its harbour.
(4) to engage in any business activity, either alone or in conjunction with other
persons, that it considers to be advantageous to the development of its harbour.
(5) to utilise and manage the resources available to it in a manner consistent with the
objects aforesaid.
The following shall be deemed to be subsidiary objects of the Company with a view to
carrying into effect the foregoing main objects:
(1) To take such steps either alone or in conjunction with other persons as
are necessary for the efficient operation and management of its harbour.
(2) To appropriate any part of its harbour to the exclusive use of any person
for the purposes of any trade or profession in consideration of the
payment to it of such charges as the company considers reasonable.
(3) To promote leisure activities that may be carried on in its harbour or

which relate to the marine generally.
(4) To perform any duty or duties imposed on the Company by or under any
enactment and to exercise any power conferred on the Company by or
under any enactment.
(5) Subject to section 5 of the Harbours (Amendment) Act 2009, to invest in

or engage in commercial activities outside the limits of its harbour,
where it appears to the company to be requisite, advantageous or
incidental to the performance by it of its functions under the Harbours
Acts 1996 to 2009 or otherwise in respect of its harbour.
(6) Subject to section 15 of the Harbours Act, 1996 as amended by section 6

of the Harbours (Amendment) Act 2009, to purchase or take on lease or
otherwise acquire any land required in connection with its objects.
(7) Subject to section 16 of the Harbours Act, 1996 to acquire compulsorily
any land (whether situate within or outside its harbour) or any interest in
or right over any such land, for the purposes of ensuring the
implementation of any scheme of development of its harbour or any part
thereof which, in the opinion of the Company, would prove
impracticable without the land, interest or right concerned being included
in the scheme.
(8) Subject to section 15 of the Harbours Act, 1996 as amended by section 6

of the Harbours (Amendment) Act 2009, to lease, sell, exchange or
otherwise dispose of any land belonging to it.
(9) To manage and otherwise utilise any land vested in it by virtue of section
96 of the Harbours Act, 1996, or otherwise acquired by it and to erect
such buildings or execute such other works thereon as it thinks fit.
(10) To make use of, manage or otherwise utilise any resources of its estate.
(11) To purchase, take or lease or otherwise acquire, or sell, lease or

otherwise dispose of, or construct, manufacture, assemble or repair
anything required for the purpose of its objects.
(12) To construct and maintain roads, pathways or other access routes to or

through its property in relation to its objects.
(13) To construct, reconstruct, extend (including reclamation), maintain or

remove quays, wharfs, jetties, piers, embankments, break-waters, storage
facilities, handling equipment, cranes and any other ancillary facilities
required for the purpose of its objects.
(14) To carry out dredging, including capital dredging, for the purposes of its
objects.
(15) To provide and maintain safety equipment, e.g. fire fighting equipment,
buoys, life buoys etc., in and around the harbour area.
(16) To employ, contract or otherwise arrange for other individuals,

associations, companies or agencies to undertake activities or provide
facilities on its behalf.
(17) To provide contract services in relation to its objects.
(18) To construct, purchase or take on lease any buildings or works required

in connection with its objects, to alter, add to, furnish or improve such
buildings or works, and to sell or let or exchange buildings or works
belonging to it.
3
(19) To have due regard for customer needs and provide any services required
where possible and within reason.
(20) To make arrangements for the proper management, custody, care and
conservation of its records and archives and for the inspection by the
public of such archives, subject to the provisions of Section 92 of the
Harbours Act, 1996.
(21) To invest the funds of the Company not immediately required for its
business in or upon or otherwise acquire, hold and deal in securities and
investments of every kind in such manner as may from time to time be
determined by the Directors.
(22) To accumulate capital for any of the purposes of the Company, and to
appropriate any of the Company's assets to specific purposes, either
conditionally or unconditionally.
(23) To take, make, execute, enter into, commence, carry on, prosecute and
defend all steps, contracts, agreements, negotiations, legal and other
proceedings, compromises, arrangements and schemes, and to do all
other acts and things which shall at any time appear conducive to or
expedient for the protection of the Company, as holders of or interested
in the securities and investments for the time being of the Company, or
for obtaining payment of investments for the time being of the Company,
or for obtaining payment of the money payable thereon.
(24) Subject to section 17(3) of the Harbours Act, 1996 as amended by

section 8 of the Harbours (Amendment) Act 2009, to enter into
partnership or into any arrangement for sharing profits, union of interest,
joint venture, reciprocal concession, co-operation, provision of
management assistance or otherwise with any 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 may seem conducive to
the attainment of the Company's objects, and to lend money to, guarantee
the contracts of, or otherwise assist any such company, and to take or
otherwise acquire and hold shares or stock in, or securities of, and to
subsidise or otherwise assist, any such company, and to sell, hold, re-
issue, with or without guarantee, or otherwise deal with such shares,
stock or securities.
(25) To do all sorts of publicity and promotions on behalf of the Company or

any other undertaking or with a view to stimulating interest in the
Company and its activities and objects or any such undertakings.
(26) To apply for, purchase, or otherwise acquire, and protect, prolong, and
renew, whether in Ireland or elsewhere, any patents, patent rights, trade
marks, licences, protections, concessions, copyright, industrial property
4
rights, and the like, conferring any exclusive or non-exclusive or limited
right to use or any secret or other information as to any invention,
process or privilege 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, manufacture under, or grant licences or privileges in
respect thereof, or otherwise turn to account the property, rights, and
information so acquired, and to cany on any business in any way
connected therewith, and to expend money in experimenting upon and
testing, and in improving, or seeking to improve, any patents, inventions,
or rights which the Company may acquire or propose to acquire.
(27) To promote or concur in the promotion of any company, the promotion

of which shall be considered desirable or to promote any company for
the purpose of acquiring any of the property or liabilities of the company,
or of undertaking any business or operations which may appear likely to
assist or benefit the company, or to enhance the value of or render more
profitable any property, assets, or business of the Company, or for any
other purpose which may seem directly or indirectly calculated to benefit
the Company.
(28) To enter into any arrangements with any Government or authority,

supreme, municipal, local or otherwise or company that may seem
conducive to the attainment of the Company's objects, or any of them,
and to grant to or to attain from any such Government, authority or
company any charters, contracts, decrees, licences, rights, privileges,
exemptions and concessions, and to carry out, exercise and comply with
any such arrangements, charters, contracts, decrees, rights, privileges and
concessions.
(29) To give remuneration for services rendered in placing or assisting to

place or guaranteeing the placing or procuring the underwriting of any
debentures or other securities of the Company or of any shares,
debentures or other securities of any company in which the Company
may be or proposes to become interested, or in or about the promotion of
the Company or the conduct of its business whether by payments in cash
or otherwise.
(30) Subject to sections 15 and 17 of the Harbours Act, 1996, as amended by

section 6 and 8 of the Harbours (Amendment) Act 2009, to sell
exchange, mortgage (with or without power of sale), assign, lease, sublet,
improve, manage, develop, dispose of, turn to account, grant rights,
easements and privileges in respect of, and generally otherwise deal with
any part of the business, estates, property, rights or undertaking of the
Company upon any terms, either together or in portions, and as a going
concern or otherwise, to any company for such consideration as the
Company may think fit, and either for cash or shares, stocks, debentures,
obligations or securities of any other company.
5
(31) Subject to Section 23 of the Harbours Act, 1996, as amended by section
9 of the Harbours (Amendment) Act 2009, to borrow or raise or secure
the payment of money (including money in a currency other than the
currency of the State) in such manner as the Company shall think fit and
in particular by the issue of debentures or debenture stock, perpetual or
otherwise, charged upon all or any of the Company's property, both
present and future, and to purchase, redeem or pay off any such
securities.
(32) To create, maintain, invest and deal with any reserve or sinking funds for
redemption of obligations of the Company, or for depreciation of works
or stock, or any other purpose of the Company.
(33) To draw, make, accept, endorse, discount, negotiate, execute, and issue
and to buy, sell and deal, in any currency, with bills of exchange,
promissory notes and other negotiable or transferable instruments.
(34) To appoint, remove or suspend such managers, secretaries, solicitors,

bankers, brokers, officers, clerks, agents, consultants and servants for
permanent, temporary or other special or specified services and upon
such conditions as may from time to time be thought fit, and to invest
them with such power as may be thought expedient and to determine
their duties and to require securities in such instances and in such
amounts as may be thought fit.
(35) Subject to section 41 of the Harbours Act, 1996 to establish a Fund for
the purposes of paying pensions, gratuities and other allowances on
retirement or death to or in respect of members of the Company's staff
both in respect of their service with the Company and elsewhere and to
or in respect of such other persons as may be required or authorised by or
under the Harbours Acts, 1996 to 2009 or otherwise.
(36) To provide for, upon such conditions as the Company may determine,
the payment during sickness or incapacity of any employees or officers
(including Directors) of the Company, the assurance of the life of any
such person and the insurance of such person in the event of any accident
or illness whilst such person is engaged on company business inside or
outside the State.
(37) To institute, conduct, defend, compound or abandon any legal

proceedings by or against the Company or its officers, or otherwise
concerning the affairs of the Company, and also to compound and allow
time for payment or satisfaction of any debts due, and of any claims or
demands by or against the Company.
6
(38) To subscribe or guarantee money for any national, charitable,
benevolent, public, general or useful object or for any exhibition, or for
any purpose which may be considered likely, directly or indirectly, to
further the objects of the Company or the interest of its members.
(39) To procure the registration or recognition of the Company in or under the

laws of any place outside the State.
(40) To receive from any person, company, agency or association donations,

contributions towards expenses, payments for services rendered or
facilities provided on behalf of such individual, company, agency or
association or any other money.
(41) To do all such other things (whether or not of a similar nature to those
described in the preceding paragraphs of this Clause) as may be deemed
incidental or conducive, whether directly or indirectly, to the attainment
of the above objects or the exercise of the above powers or any of them,
or as are reasonably necessary or proper for or incidental or ancillary to
the due performance whether directly or indirectly by the Company of
the functions hereinbefore specified or which appear to the Company to
facilitate either directly or indirectly the performance by the Company of
its functions as specified in the Harbours Acts, 1996 to 2009 or
otherwise.
(42) To do all things and exercise all powers given or permitted to be done by
the Company under the Harbours Act, 1996 and any other enactment,
and to perform any duty or duties imposed on the Company by or under
any enactment.
(43) To obtain any enactment for enabling the company to carry any of its
objects into effect or for effecting any modification of the Company's
constitution or for any purpose which may seem expedient and to oppose
any proceedings or applications which may seem directly or indirectly to
prejudice the Company's interests.
(44) To promote freedom of contract, and to resist, insure against, counteract

and discourage interference therewith, to join any lawful Federation,
Union or Association or do any other lawful act or thing with a view to
preventing or resisting directly or indirectly any interruption of or
interference with the Company's or any other trade or business, or
providing or safeguarding against the same, or resisting or opposing any
strike, movement or organisation which may be thought detrimental to
the interests of the company or its employees and to subscribe to any
association or fund for any such purposes.
(45) To incorporate or cause to be incorporated any one or more subsidiaries

7
of the Company (within the meaning of Section 155 of the Companies
Act, 1963) for the purpose of carrying on any of the businesses which the
Company may itself carry on or to do anything which the Company itself
may do, the Memorandum and Articles of Association (or any alteration
therein) of any such subsidiary being subject to the prior approval of the
Minister for Transport given with the consent of the Minister for
Finance.
(46) To do all or any of the things aforesaid in any part of the world, and
either as principals, agents, contractors, trustees or otherwise and by or
through trustees, agents or otherwise, and either alone or in conjunction
with others.
(47) To do anything which appears to it to be requisite, advantageous or

incidental to, or which appears to it to facilitate, either directly or
indirectly, the performance by it of its functions as specified in the
Harbours Acts, 1996 to 2009 or in any other enactment or herein and to
utilise, manage and develop the resources available to it in a manner not
inconsistent with any enactment for the time being in force.
It is hereby declared that
(i) the word "company" in this clause shall be deemed to include any
partnership or other body of persons whether incorporated or not and
whether domiciled in the State or elsewhere,
(ii) the objects of the Company as specified in each of the foregoing

paragraphs of this Clause, shall, except where otherwise expressed in any
paragraph, be separate and distinct objects of the Company and shall not
be in any wise limited or restricted by reference to or inference from the
terms of any other paragraph or the order in which the same occur or the
name of the Company:
Provided always that the provisions of this Clause shall be subject to the
Company obtaining where necessary for the purpose of carrying any of
its objects into effect such licence, permit or authority as may be required
by law.
The liability of the members is limited.
If upon the winding up or dissolution of the Company there remains after the
satisfaction of all its debts and liabilities any property whatsoever, the same shall not be
paid to or distributed among the members of the company but shall be given or
transferred to the Exchequer.
6. The authorised share capital of the Company is €10,000,000 divided into 8,000,000
Ordinary Shares of €1.25 each.
7. Notwithstanding anything contained in the Companies Acts, 1963 to 1990, no alteration

in this Memorandum of Association or in the Articles of Association of the Company
for the time being in force shall be valid or effectual unless made with the prior approval
of the Minister for Transport given with the consent of the Minister for Finance.
9
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.
Number of shares taken by

Name, Addresses of Subscribers each subscriber (in words)
Mr John Lumsden One
Department of Transport
Leeson Lane
Dublin 2
Mr Fintan O'Brien One

Leeson Lane
Dublin 2
Minister for Finance One

73-79 Lower Mount Street,
Dublin 2
Mr Paul Fleming One

5 Silkwood
Mornington
Co Meath
Mr Patrick Traynor One

24a Fairways Park
Bettystown
Co Meath
Minister for Transport Six million, Five hundred and fifty five
Leeson Lane, thousand, Nine hundred and forty three
Dublin 2
Total number of shares taken Six million, Five hundred and fifty five
thousand , Nine hundred and forty eight
The foregoing Memorandum of Association is approved by the Minister for Transport pursuant
to Section 10 of the Harbours Act, 1996.
10
Companies Acts 1963 to 1990
Company Limited by Shares
Articles of Association
of
Drogheda
PRELIMINARY
1. The regulations contained in Table A in the First Schedule to the Companies Act, 1963,
shall not apply to the Company.
2. In these Articles, unless the context otherwise requires -
"the Board" means the Board of Directors for the time being of the Company.
"the Chairperson" means the Chairperson for the time being of the Board and, as the
context may require, the Chairperson of any meeting of the Company, the Board or any
committee of the Directors.
"the Companies Act" means the Companies Act, 1963 (No. 33 of 1963).
"the Companies Acts" means the Companies Acts, 1963 to 1990.
"the 1996 Act" means the Harbours Act, 1996 (No. 11 of 1996).
"the Company" means the above-named Company.
"the Directors" means the Board of Directors for the time being of the Company or the
Directors present at a duly convened meeting of Directors at which there is a quorum
present, as the case may require, and unless the context otherwise requires includes the
Chairperson and any other Director by whatever name called.
"Employee Director" means any Director appointed pursuant to section 30(1) of the
1996 Act as amended by section 11 of the 2009 Act.
"the Office" means the registered office for the time being of the Company.
"the Register" means the register of members to be kept pursuant to section 116 of the
Companies Act.
"month" means calendar month.
"the Minister" means the Minister for Transport of Ireland.
"the Minister for Finance" means the Minister for Finance of Ireland.
"dividend" includes a bonus.
"the Secretary" means the Secretary for the time being of the Company and includes any
person appointed to perform all or any of the duties of the Secretary, and any person
appointed as alternate or assistant or in addition to the Secretary and by whatever name
or title called, to perform all or any of the duties of the Secretary.
"the Seal" means the common seal of the Company.

12
"Chief Executive" shall be deemed to include equivalent office,
"the State" means Ireland.
"in writing" and "written" include printing, typewriting, lithography, photography and
other means of representing or reproducing words in visible form.
"the 2000 Act" means the Harbours (Amendment) Act 2000 (No. 21 of 2000)
"the 2009 Act" means the Harbours (Amendment) Act 2009 (No. 26 of 2009)
Words denoting persons include bodies corporate (whether a corporation aggregate or a

corporation sole) and unincorporated bodies of persons as well as an individual and vice
versa in each case.
Words importing the singular number only, also include the plural number, and vice
versa.
Words or expressions contained in these Articles shall bear the same meaning as in the
Companies Acts or the 1996 Act, as the case may be.
Reference in these Articles to any Act of the Oireachtas shall be construed as a reference
to such Act as may for the time being be in force as amended or adapted by or under any
subsequent Act of the Oireachtas.
13
PRIVATE COMPANY
The Company is a private company and accordingly -
(a) The right to transfer shares is restricted in the manner hereinafter prescribed;
(b) The number of members of the Company (exclusive of persons who are in the
employment of the Company and of persons, who, having been formerly in the
employment of the Company, were while in such employment and have
continued after the determination of such employment to be members of the
Company) is limited to fifty;
(c) Any invitation to the public to subscribe for any shares or debentures of the
Company is prohibited;
(d) The Company shall not have power to issue share warrants to bearer.
14
SHARE CAPITAL
4. The authorised share capital of the Company is €10,000,000 divided into 8,000,000
Ordinary Shares of €1.25 each. Subject to the prior approval of the Minister, given
with the consent of the Minister of Finance, the Company may by ordinary resolution
increase the share capital by such sum as the resolution shall prescribe, divide the
shares in its share capital into several classes and attach thereto respectively any
preferential, deferred, qualified or special right, privileges or conditions.
5. The Company may exercise the powers of paying commissions conferred by section 59
of the Companies Act, provided that the rate per cent, and the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required by that
section, and the rate of the commission shall not exceed the rate of ten per cent, of the
price at which the shares in respect whereof the same is paid are issued or an amount
equal to ten per cent, of such prices (as the case may be). Such commission may be
satisfied by the payment of cash or the allotment of fully-paid shares or partly in one
way and partly in the other. The company may also, on any issue of shares, pay such
brokerage as may be lawful.
6. Save as herein otherwise provided, the Company shall be entitled to treat the registered
holder of any share as the absolute owner thereof and, accordingly, shall not, except as
ordered by a court of competent jurisdiction or required by statute, be bound to
recognise any equitable, contingent, future, partial or other claim to or interest in such
share on the part of any other person, notwithstanding any notice thereof. So, however,
that this shall not preclude the Company from requiring the members or a transferee of
shares to furnish the Company with information as to the beneficial ownership of any
share when such information is reasonably required by the Company.
15
CERTIFICATES
7. The certificates of title to shares shall be issued under the Seal and signed by two
Directors, or by one Director (not being the Secretary) and the Secretary, or by one
Director and some other person appointed by the Directors or a committee of the
Directors.
8. Every person whose name is entered as a member in the Register shall be entitled
without payment to receive within two months after allotment or lodgement of a transfer
(or within such other period as the conditions of issue shall provide) one certificate for
all his or her shares or several certificates each for one or more of his or her shares upon
payment of one pound for every certificate after the first or such less sum as the
Directors shallfrom time to time determine.
9. If any certificate be worn out or defaced, then, upon production thereof to the directors,
they may order the same to be cancelled and may issue a new certificate in lieu thereof,
and if any certificate be lost or destroyed, then, upon proof thereof to the satisfaction of
the Directors, and upon the giving of such indemnity with or without security as the
Directors may deem adequate, a new certificate in lieu thereof shall be given to the party
entitled to such lost or destroyed certificate. A sum of one euro together with the
amount of any costs and expenses which the Company has incurred shall be paid to the
Company for every certificate issued under this Article.
16
TRANSFER OF SHARES
10. The Directors shall register any transfer of shares made by the Minister under section
19(3) of the 1996 Act or required by that Minister under section 21 of the 1996 Act. No
other transfer of shares in the Company shall be made.
11. Shares in the Company shall be transferable by a written instrument in any common
form signed by both transferor and transferee, or in the case of a share transfer form
under the Stock Transfer Act, 1963, the transferor only, and the transferor shall be
deemed to remain the holder of the share until the name of the transferee is entered in
the Register in respect thereof.
17
GENERAL MEETINGS
12. All general meetings of the Company shall be held in the State.
13. (1) Subject to paragraph (2) of this Article, the Company shall in each year hold a
general meeting as its annual general meeting in addition to any other meeting in
that year, and shall specify the meeting as such in the notices calling it; and not
more than 15 months shall elapse between the date of one annual general
meeting of the Company and that of the next.
(2) So long as the company holds its first annual general meeting within 18 months
of its incorporation, it need not hold it in the year of its incorporation or in the
year following. Subject to Article 12, the annual general meeting shall be held at
such time and place as the Directors shall appoint.
14. All general meetings other than annual general meetings shall be called extraordinary
general meetings.
15. The Directors may, whenever they think fit, and shall when requested to do so by the
Minister following consultation with the Minister for Finance, convene an extraordinary
general meeting, and extraordinary general meetings shall also be convened on such
requisition, or in default may be convened by such requisitionists, as provided by section
132 of the Companies Act. If at any time there are not within the State sufficient
Directors capable of acting to form a quorum, any 2 members of the Company may
convene an extraordinary general meeting in the same manner as nearly as possible as
that in which meetings may be convened by the Directors.
18
NOTICE OF GENERAL MEETINGS
16. Subject to sections 133 and 141 of the Companies Act, an annual general meeting and a
meeting called for the passing of a special resolution shall be called by 21 days' notice in
writing at the least, and a meeting of the Company (other than an annual general meeting
or a meeting for the passing of a special resolution) shall be called by 7 days' notice in
writing at the least. The notice shall be exclusive of the day on which it is served or
deemed to be served and of the day for which it is given, and shall specify the place, the
day and the hour of the meeting, and in the case of special business, the general nature of
that business, and shall be given, in manner hereinafter mentioned, to such persons as
are, under these Articles, entitled to receive such notices from the Company.
17. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a
meeting by, any person entitled to receive notice shall not invalidate the proceedings at
the meeting.
19
PROCEEDINGS AT GENERAL MEETINGS
18. All business shall be deemed special that is transacted at an extraordinary general
meeting, and also all that is transacted at an annual general meeting, with the exception
of declaring a dividend, the consideration of the accounts, balance sheets and the reports
of the Chairperson, Directors and auditors, the election of Directors in the place of those
retiring, the re-appointment of the retiring auditors and the fixing of the remuneration of
the auditors.
19. No business shall be transacted at any general meeting unless a quorum of members is
present at the time when the meeting proceeds to business; save as herein otherwise
provided, three members present in person or by proxy, provided that they are three
separate individuals, shall be a quorum.
20. If within half an hour from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of members, shall be dissolved; in any
other case it shall stand adjourned to the same day in the next week, at the same time
and place, or to such other day and at such other time and place as the Directors may
determine, and if at the adjourned meeting a quorum is not present within half an hour
from the time appointed for the meeting the members present shall be a quorum.
21. The Chairperson, if any, of the Board, shall preside as Chairperson at every general
meeting of the Company, or if there is no such Chairperson, or if he or she is not present
within 15 minutes after the time appointed for the holding of the meeting or is unwilling
to act, the Directors present shall elect one of their number to be Chairperson of the
meeting.
22. If at any meeting no Director is willing to act as Chairperson or if no Director is present

within 15 minutes after the time appointed for holding the meeting, the members present
shall choose one of their number to be Chairperson of the meeting.
23. The Chairperson may, with the consent of any meeting at which a quorum is present,
and shall if so directed by the meeting, adjourn the meeting from time to time and from
place to place but no business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Save as aforesaid, it shall not be
necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
20
24. At any general meeting a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is demanded (before or on the declaration of the result of the
show of hands)-
(a) by the Chairperson; or
(b) by at least two members present in person or by proxy; or
(c) by any member or members present in person or by proxy and representing not
less than one-tenth of the total voting rights of all the members having the right
to vote at the meeting; or
(d) by 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 one-tenth of the total sum paid up on all the shares
conferring that right.
Unless a poll is so demanded, a declaration by the Chairperson that a resolution has, on

a show of hands, been carried or carried unanimously, or by a particular majority, or
lost, and an entry to that effect in the book containing the minutes of the proceedings of
the Company shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such resolution. The demand for
a poll may be withdrawn.
25. Except as provided in Article 27, if a poll is duly demanded it shall be taken in such
manner as the Chairperson of the meeting directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
26. Where there is an equality of votes, whether on a show of hands or on a poll, the
Chairperson of the meeting at which the show of hands takes place or at which the poll
is demanded, shall be entitled to a second or casting vote.
27. A poll demanded on the election of a Chairperson or on a question of adjournment shall

be taken forthwith. A poll demanded on any other question shall be taken at such time
as the Chairperson of the meeting directs, and any business other than that on which a
poll is demanded may be proceeded with pending the taking of the poll.
21
VOTES OF MEMBERS
28. Subject to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every member present in person and every proxy shall have
one vote, so, however, that no individual shall have more than one vote, and on a poll
every member shall have one vote for each share of which he or she is the holder.
29. Votes may be given either personally or by proxy.
30. The instrument appointing a proxy shall be in writing under the hand of the appointer or
of his or her attorney duly authorised in writing. A proxy need not be a member of the
Company.
31. The instrument appointing a proxy and the power of attorney or other authority, if any,
under which it is signed, or a notarially certified copy of that power or authority, shall be
deposited at the Office, or at such other place within the State as is specified for that
purpose in the notice convening the meeting, not less than 24 hours nor more than 1
calendar month before the time for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote, or, in the case of a poll, not less
than 24 hours nor more than 48 hours before the time appointed for the taking of the
poll, and, in default, the instrument of proxy shall not be treated as valid.
22
32. An instrument appointing a proxy shall be in the following form or a form as near
thereto as circumstances permit:
"NAME OF COMPANY"
I/We , of
being a member/members of the above-named Company hereby appoint
of
or failing him/her
of
as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as
the case may be) general meeting of the Company to be held on the day of , and at
any adjournment thereof.
Signed this day of ,
This form is to be used in * favour of/against the resolution.
Unless otherwise instructed the proxy will vote as he or she thinks fit.
* Strike out whichever is not desired."
33. The instrument appointing a proxy shall be deemed to confer authority to demand or
join in demanding a poll.
34. A vote given in accordance with the terms of an instrument of proxy shall be valid
notwithstanding the previous death or insanity of the principal or revocation of the proxy
or of the authority under which the proxy is given, if no intimation in writing of such
death, insanity, revocation or transfer as aforesaid is received by the Company at the
Office before the commencement of the meeting or adjourned meeting at which the
proxy is used.
35. Subject to section 141 of the Companies Act, a resolution in writing signed by all the
members for the time being entitled to attend and vote on such resolution at a general
meeting 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 if described as
a special resolution shall be deemed to be a special resolution within the meaning of the
Companies Act.
36. The resolution in writing mentioned in Article 35 may consist of several documents in
the like form each signed by one or more members.
23
DIRECTORS
37. Subject to the terms of section 11 of the Harbours (Amendment) Act 2009, the number
of Directors (including the Chairperson and Chief Executive) shall not be more than
eight.
38. (a) The Directors (other than the Chief Executive) shall be appointed by the
Minister. The appointment of Directors (other than the employee Director) shall
be subject to the consent of the Minister for Finance.
(b) The Chairperson and other Directors (other than the Chief Executive) may be
removed from office by the Minister with the consent of the Minister for
Finance.
(c) All such appointments and removals shall be effected by letter or other
instrument in writing signed by the Minister and left at the Office.
39. The Chief Executive shall be ex officio a Director of the Company.
40. Each Director (including the Chairperson but not including the Chief Executive) shall be
appointed for a period not exceeding five years and shall be eligible for reappointment.
41. Any casual vacancy may be filled by the Minster and shall be effected by letter or other
instrument in writing signed by the Minister and left at the Office. The filling of a
casual vacancy (other than a casual vacancy for an employee Director) shall be subject
to the consent of the Minister for Finance.
42. A Director shall not require a share qualification but nevertheless shall be entitled to
attend and speak at any meeting of the Company.
43. The Chairperson and other Directors shall be paid such remuneration and such
allowances for expenses as the Minister with the approval of the Minister for Finance
may determine.
44. If any Director, being willing, shall be called upon to perform extra services, or to make
any special exertions for any of the purposes of the Company, the Company, with the
approval of the Minister given with the consent of the Minister for Finance, may
remunerate such Director for such services or exertions and such remuneration may be
either in addition to or in substitution for any remuneration payable pursuant to Article
43.
45. A Director or officer of the Company may be or become a director or other officer of, or
otherwise interested in, any company promoted by the Company or in which the
Company may be interested as shareholder or otherwise, and any remuneration or other
profits received by him or her as a director or officer of or from his or her interest in
such other company shall, if directed by the Minister with the consent of the Minister for
Finance, be remitted to the Company.
24
DISQUALIFICATION OF DIRECTORS
The office of Director shall be vacated if -
(a) the Director is adjudged bankrupt in the State or in Northern Ireland or

Great Britain or makes any arrangement or composition with his or her
creditors generally; or
(b) the Director becomes prohibited from being a Director by reason of Part
VII of the Companies Act, 1990 (No. 33 of 1990); or
(c) the Director becomes of unsound mind; or
(d) the Director resigns his or her office by notice in writing to the Company
and to the Minister; or
(e) the term of office of the Director expires; or
(f) the Director is convicted of an indictable offence (other than an offence

under the Road Traffic Act, 1961, or any Act amending it) or any offence
under the 1996 Act.
(g) the Director is for more than 6 months absent without permission of the
Directorsfrom meetings of the Directors held during that period; or
(h) the Director is removed from office by the Minister, with the consent of
the Minister for Finance, under Article 38(b); or
(i) the Director is nominated as a member of Seanad Eireann; or
(j) the Director is elected as a member of either House of the Oireachtas or

to the European Parliament; or
(k) the Director is regarded pursuant to section 15 (inserted by the European

Parliament Elections Act, 1993) of the European Assembly Elections
Act, 1977, as having been elected to the such Parliament to fill a
vacancy; or
(1) the Director, being an Employee Director ceases to be employed by the

Company or becomes so employed for less than 8 hours a week;
25
A person who is for the time being entitled under the Standing Orders of either
House of the Oireachtas to sit therein or who is a member of the European
Parliament shall, while so entitled, be disqualified from becoming a Director of
the Company.
A Director who is removed from office by the Minister for failure to comply
with the requirements of section 32(1) of the 1996 Act, shall thenceforth be
disqualified from being a Director of the Company.
26
POWERS AND DUTIES OF DIRECTORS
47. (1) Subject to these Articles the business of the Company shall be managed by the
Directors, who may pay all expenses incurred in promoting and registering the
Company and may exercise all such powers of the Company as are not, by the
Companies Act or by these Articles, required to be exercised by the Company in
general meeting, subject, nevertheless, to any of these Articles, to the provisions
of the Companies Act and to such direction, not being inconsistent with the
aforesaid Articles or provisions, as may be given by the Company in general
meeting; but no direction given by the Company in general meeting shall
invalidate any prior act of the Directors which would have been valid if that
direction had not been given.
(2) The Directors shall cause to be prepared and submitted to the Minister annually
5 year Rolling Development Business Plans for the Company in a form agreed
with the Minister with the consent of the Minister for Finance.
48. The Directors mayfrom time to time and at any time by power of attorney appoint under
the Seal, any company, firm or person or body of persons, whether nominated directly or
indirectly by the Directors, to be the attorney or attorneys of the Company for such
purposes and with such powers, authorities and discretions (not exceeding those vested
in or exercisable by the Directors under these Articles) and for such period and subject
to such conditions as they may think fit, and any such power of attorney may contain
such provisions for the protection of persons dealing with any such attorney as the
Directors may think fit, and may also authorise any such attorney to delegate all or any
of the powers, authorities and discretions vested in him.
49. (1) On appointment, each Director shall furnish to the Secretaiy details relating to
his or her employment and all other business interests. Any interests of his or
her family, or any person or body connected with him or her, which would
involve a continuing conflict of interest with any of the Company's operations,
should also be disclosed. Any changes in these particulars should be notified to
the Secretary as soon as possible.
(2) Details of such interests should be kept by the Secretary in a confidential register
to which only the Chairperson, the Chief Executive and the Secretary shall have
access. The register shall be up-dated on a half-yearly basis.
(3) Documents which relate to Company dealings with any body in which a Director
has an interest shall not be made available to that Director and, if a Director
should receive such documents, he or she shall return them to the Secretary.
(4) Where at a meeting of the Directors any of the following matters arise, namely -
(a) an arrangement to which the Company is a party or a proposed such
arrangement, or
27
(b) a contract or other agreement with the Company or a proposed such
contract or other agreement, or
(c) the giving, grant or renewal by the Company of a certificate, licence,

authorisation or instrument of approval,
then any Director present at the meeting who, otherwise than in his or her
capacity as such a Director, is in any way, whether directly or indirectly,
interested in the matter shall
(i) at the meeting, disclose to the Company the fact of such interest
and the nature thereof,
(ii) absent himself or herself from the meeting or that part of the
meeting during which the matter is discussed,
(iii) take no part in any deliberations of the Directors relating to the

matter, and
(iv) shall not vote on a decision relating to the matter.
(5) Where an interest is disclosed pursuant to this Article, the disclosure shall be
recorded in the minutes of the meeting concerned and, for so long as the matter
to which the disclosure relates is being dealt with by the meeting, the Director by
whom the disclosure is made shall not be counted in the quorum for the meeting.
(6) Where at a meeting of the Directors a question arises as to whether or not a

course of conduct, if pursued by a Director of the Company, would constitute a
failure by him or her to comply with the foregoing requirements of this Article,
the question may be determined by the Chairperson of the meeting whose
decision shall be final and where such a question is so determined particulars of
the determination shall be recorded in the minutes of the meeting.
50. Subject to the provisions of Article 49 a Director may hold any other office or place of
profit under the Company (other than the office of auditor) in conjunction with his or her
office of Director for such period and on such conditions and, subject to Article 74, at
such remuneration as the Directors may determine, and no Director shall be disqualified
by his or her office from contracting with the Company either with regard to his or her
tenure of any such other office or place of profit or as vendor, purchaser or otherwise,
nor shall any such contract or any contract or arrangement entered into by or on behalf
of the Company in which any Director is in any way interested, be liable to be avoided,
nor shall any Director so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement by reason of such
Director holding that office or of the fiduciary relation thereby established.
51. Any Director may act by himself or herself or on behalf of his or her firm in a
professional capacity for the Company, and he or she or his or her firm shall be entitled
28
to remuneration for professional services as if he or she were not a Director; but nothing
herein contained shall authorise a Director or his or her firm to act as auditor to the
Company.
52. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments
and all receipts for moneys paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, by such person or persons and in
such manner as the Directors shall from time to time by resolution determine.
53. The Directors shall cause minutes to be made in books provided for the purpose -
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of the Directors and of any
committee of the Directors;
(c) of all resolutions and proceedings at all meetings of the Company and of the
Directors and of the committees of Directors.
54. Subject to section 35 of the 1996 Act as amended by section 7 of the 2009 Act, the
Directors may from time to time appoint a Chief Executive and he or she may be
removed from office by the other Directors of the Company following consultation with
the Minister. The Chief Executive shall hold office upon and subject to such terms and
conditions (including terms and conditions relating to remuneration and allowances) as
may be determined by the Directors with the consent of the Minister given with the
approval of the Minister for Finance.
55. The Directors mayfrom time to time entrust to and confer upon the Chief Executive for
the time being such of the powers of the Directors as they may think fit, subject to such
regulations and restrictions as the Directors mayfrom time to time make or impose, and
the said powers may at any time be withdrawn, revoked or varied by the Directors.
56. The functions of the Chief Executive shall be to carry on, manage, and control generally
the administration of the company, subject to the lawful directions of the directors of the
company.
57. The Company shall not establish or acquire a subsidiary company without the approval
of the Minister, given with the consent of the Minister for Finance.
58. The aggregate amount standing invested (whether by the purchase of shares or the
Provision of loans or guarantees of loans) by the Company in undertakings (other than
subsidiaries) shall not exceed €1,269,738 without the approval of the Minister given
with the consent of the Minister for Finance.
29
BORROWING
59. Subject to Section 23 of the 1996 Act as amended by section 9 of the 2009 Act, the
Directors may exercise all the powers of the Company to borrow and raise money
(including money in a currency other than the currency of the State) as they may think fit
and to mortgage or charge its undertaking and property, or any part thereof, and to issue
debentures, debenture stock and other securities whether outright or as security for any
debt, liability or obligations of the Company or of any third party.
60. Subject to Section 23 of the 1996 Act as amended by section 9 of the 2009 Act, any
debentures, bonds, or other securities created or to be created by the Company shall be
under the control of the Directors who may issue them upon such terms and conditions
and in such manner and for such consideration as they shall consider to be for the
benefit of the Company.
61. A register of the holders of the debentures, bonds, or other securities of the Company
shall be kept at the Office, and shall be open to the inspection of the registered holders
of such debentures, bonds or other securities and of any members of the Company,
subject to such restrictions as the Company in general meeting may from time to time
impose. The Directors may close such register for such period or periods as they may
think fit, not exceeding in the aggregate thirty days in any year.
30
PROCEEDINGS OF DIRECTORS
62. The Directors may meet together for the despatch of business, adjourn and otherwise
regulate their meetings as they think fit. The Directors may adopt and from time to time
vary such rules of procedure as they may at their discretion think fit governing the
conduct of meetings of the Directors and any other proceedings of the Directors, and it
shall be the duty of each Director to comply with any such rules. Questions arising at
any meeting shall be decided by a majority of votes. Where there is an equality of votes
the Chairperson shall have a second or casting vote. Unless otherwise agreed by a
majority of the Directors (which majority shall include the Chairperson for the time
being), all meetings of the Directors shall be convened by not less than seven days'
written notice to each of the Directors, indicating the business proposed to be discussed
at such a meeting. Any such notice may be given by cable, telegram, telex or fax or in
any other manner approved by such majority, to such address in the State of each
Director as may have been given by that Director to the Company for the purpose.
63. The quorum necessary for the transaction of the business of the Directors shall be four,
or such other number (being not less than four) as may be fixed from time to time by the
Directors.
64. The Directors may act, notwithstanding any vacancy in their body, provided that their
number is not reduced below the number fixed by or pursuant to Article 63 as the
quorum of Directors.
65. The Minister may from amongst the Directors appoint one of them to be Chairperson
and may remove any person so appointed and appoint another in his or her place. If
there be at any time no such Chairperson or if at any meeting the Chairperson is not
present at the time appointed for holding the same, the Directors present may choose one
of their number to be Chairperson of the meeting.
66. The Directors may delegate any of their powers to committees consisting of such
member or members of the Board as they think fit; any committee so formed shall, in
the exercise of the powers so delegated, conform to any regulations that may be imposed
on it by the Directors.
67. A committee may elect a Chairperson of its meetings: if no such Chairperson is elected,
or if at any meeting the Chairperson is not present within fifteen minutes after the time
appointed for holding the same, the members present may choose one of their number to
be Chairperson of the meeting.
31
68. (1) Where the Chairperson of the Company is a member of a committee of the
Directors he or she shall, if he or she is willing, be the Chairperson of such
committee.
(2) Where the Chairperson of the Company is not a member of a committee of the
Directors or where he or she is a member but conveys to such committee his or
her unwillingness to be Chairperson thereof, the Directors may appoint a
member of such committee to be Chairperson thereof.
(3) In default of an appointment under paragraph (2) hereof, the committee shall
elect a Chairperson from among its members.
(4) The proceedings of a committee of Directors and the powers of the Chairperson
thereof shall, mutatis mutandis, be governed, insofar as possible, by the
provisions of these Articles in relation to the proceedings of the Directors of the
Company as if such Articles were applicable to such committee.
69. A committee of Directors may meet and adjourn as it thinks proper. Questions arising at
any meeting shall be determined by a majority of votes of the members present and
where there is an equality of votes the Chairperson shall have a second or casting vote.
70. All acts done by any meeting of the Directors or of a committee of Directors or by any
person acting as a Director shall, notwithstanding that it be afterwards discovered that
there was some defect in the appointment of any such Director or person acting as
aforesaid, or that they or any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a Director.
71. A resolution in writing signed by all the Directors for the time being entitled to receive
notice of a meeting of the Directors shall be as valid as if it had been passed at a meeting
of the Directors duly convened and held. Any such resolution may consist of several
documents in the like form each signed by one or more of the Directors for the time
being entitled to receive notice of meetings of the Directors.
32
RIGHT OF HARBOUR MASTER TO ATTEND FORMAL MEETINGS OF
DIRECTORS
72. (a) Subject to paragraph (b), the harbour master may attend formal meetings of the
Directors of the Company by whom he or she is employed and may, if the
Directors, in their discretion, permit him or her to do so, take part in the
deliberations by those Directors of any matter arising at such a meeting.
(b) The Directors may, where they are of the opinion that the attendance by the
harbour master at a particular meeting aforesaid or at a part of such a meeting
would not be in the best interests of the proper and orderly conduct by them of
business at that meeting or the administration of the Company's affairs generally,
require the harbour master not to exercise his or her right to attend that meeting
or a specified part of that meeting and the harbour master shall comply with such
a requirement.
(c) Nothing in this Article shall be construed as conferring on a harbour master a

right to cast a vote in respect of any matter arising at a meeting aforesaid.
33
STAFF
73. Subject to Article 74, staff of the Company shall be paid by the Company such
remuneration and allowances for expenses and shall hold office on such terms and
conditions as the Directors think fit, subject to, in the case of its chief officer (whether
that officer is described as the chief officer or otherwise), the approval of the Minister
given with the consent of the Minister for Finance.
74. Without prejudice to the provisions of section 39 of the 1996 Act, the Directors, in
determining the remuneration or allowances for expenses to be paid to any members of
its staff, including the Chief Executive, or the terms or conditions subject to which such
members hold or are to hold their employment, shall have regard to Government or
nationally agreed guidelines which are for the time being extant, or to Government
policy concerning remuneration and conditions of employment which is so extant, of
which the Minister may notify the Company from time to time with the consent of the
Minister for Finance and in addition to the foregoing, the Company shall comply with
any directives with regard to such remuneration, allowances, terms or conditions which
the Minister may give to the Company with the consent of the Minister for Finance.
75. The Company shall consult with any recognised trade union or staff association (as
defined in section 2 of the 1996 Act) concerned for the purpose of negotiations in
relation to the pay and conditions of service of members of its staff.
34
SUPERANNUATION
76. Subject to sections 40 and 41 of the 1996 Act the Company shall establish a scheme or
schemes for the granting of superannuation benefits to or in respect of such members of
the staff of the Company (including the Chief Executive) as it may think fit. Such
schemes and any modifications, amendments or revocations shall be subject to the
approval of the Minister given with the consent of the Minister for Finance.
77. Subject to the provisions of sections 40 and 41 of the 1996 Act, no superannuation
benefit shall be granted by the Company nor shall any other arrangements be entered
into by the Company for the provision of such a benefit to or in respect of a member of
the staff of the company otherwise than in accordance with a scheme under this Article.
78. Subject to section 41 of the 1996 Act, the Company shall:
(i) establish a fund from which superannuation benefits payable under the scheme
or schemes referred to in Article 76 may be paid;
(ii) make such arrangements as it considers to be necessary for the administration of

such a fund (including the appointment of trustees for the purpose).
79. The Company shall take all reasonable steps to ensure that on and from the appropriate
date a fund established by it comprises sufficient monies as will enable the payment
from that fund, as distinct from the revenues of the company, of superannuation benefits
under the scheme or schemes concerned as and when those benefits fall due for
payment. In this Article "appropriate date" means the date specified by the Minister for
the purpose of this Article in relation to the Company after consultation with the
Company.
35
DIVIDENDS AND RESERVES
84. Subject to compliance with section 44(4) of the 1996 Act -
(1) the Company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Directors;
(2) the Directors may from time to time pay to the members such interim dividends
as appear to the Directors to be justified by the profits of the Company; and
(3) the Directors may, before recommending any dividend, set aside out of the
profits of the Company such sums as they think proper as a reserve or reserves
which shall, at the discretion of the Directors, be applicable for any purpose to
which the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business of the
Company or be invested in such investments as the Directors may lawfully
determine. The Directors may also, without placing the same to reserve, carry
forward any profits which they may think it prudent not to divide.
85. No dividend or interim dividend shall be paid otherwise than in accordance with the
provisions of Part IV of the Companies (Amendment) Act, 1983 (No. 13 of 1983) which
apply to the Company.
86. Subject to the rights of persons, if any, entitled to shares with special rights as to
dividend, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid. All dividends
shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend
is paid; but if any share is issued on terms providing that it shall rank for dividend as
from a particular date, such share shall rank for dividend accordingly.
87. Any general meeting declaring a dividend or bonus may direct payment of such
dividend or bonus wholly or partly by the distribution of specific assets and, in
particular, of paid up shares, debentures or debenture stock of any other company or in
any one or more of such ways, and the Directors shall give effect to such resolution, and
where any difficulty arises in regard to such distribution, the Directors may settle the
same as they think expedient, and in particular may issue fractional certificates and fix
the value for distribution of such specific assets or any part thereof and may determine
that cash payments shall be made to any members upon the footing of the value so fixed,
in order to adjust the rights of all the parties, and may vest any such specific assets in
trustees as may seem expedient to the Directors.
88. Any dividend, interest or other moneys payable in cash in respect of any shares may be
paid by cheque or warrant sent through the post directed to the registered address of the
holder. Every such cheque or warrant shall be made payable to the order of the person
to whom it is sent.
89. No dividend shall bear interest against the Company. - -- -

38
ACCOUNTS
90. (1) The Directors shall cause to be kept proper books of account, whether in the
form of documents or otherwise, that -
(a) correctly record and explain the transactions of the company,
(b) will at any time enable the financial position of the Company to be
determined with reasonable accuracy,
(c) will enable the Directors to ensure that any balance sheet, profit and loss
account or income and expenditure account of the Company complies
with the requirements of the Companies Acts, and
(d) will enable the accounts of the Company to be readily and properly
audited.
(2) The books of account of the Company shall be kept on a continuous and
consistent basis, that is to say, the entries therein shall be made in a timely
manner and be consistentfrom one year to the next.
(3) Without prejudice to the generality of paragraphs (1) and (2) of this Article,
books of account kept pursuant to those paragraphs shall contain -
(a) entries from day to day of all sums of money received and expended by
the Company and the matters in respect of which the receipt and
expenditure takes place,
(b) a record of the assets and liabilities of the Company, and
(c) all sales and purchases of goods, securities, investments and other assets
of
the Company.
Proper books shall not be deemed to be kept if there are not kept such books of account
as are necessary to give a true and fair view of the state of the Company's affairs and to
explain its transactions. In addition thereto, the Directors shall cause to be kept such
further special accounts in such form as the Minister with the consent of the Minister for
Finance mayfrom time to time direct.
91. The books of account shall be kept at the Office or, subject to the Companies Acts
(Section 202 of the 1990 Act), at such other place as the Directors think fit, and shall at
all reasonable times be open to the inspection of the Directors, the Minister, the Minister
for Finance or the duly appointed representative of either Minister.
39
92. No member (not being a Director or the Minister or his or her duly appointed
representative) shall have any right of inspecting any account or book or document of
the Company except as conferred by statute or authorised by the Directors or by the
Company in general meeting.
93. The Directors shall from time to time cause to be prepared and to be laid before the
annual general meeting of the Company such accounts and reports as are required by the
Companies Acts to be prepared and laid before the annual general meeting of the
Company, and such other accounts as may require to be kept by direction of the Minister
under sections 27 and 28 of the 1996 Act as amended by section 10 of the 2009 Act.
Subject thereto, the accounts shall be in such form as may be approved by the Minister
with the consent of the Minister for Finance. The Directors shall submit the said
accounts to the Minister, together with a copy of reports by the auditors, within four
months after the end of the accounting period to which those accounts relate and, in the
event of inability to do so, the Directors shall so inform the Minister in advance.
94. A copy of every balance sheet (including every document required by law to be annexed
thereto) which is to be laid before the annual general meeting of the Company together
with a copy of the Directors' report and auditors' report shall immediately after the audit
and not less than 21 days before the date of the annual general meeting be sent to the
Minister and to every person entitled under the provisions of the Companies Act to
receive them.
40
AUDIT
95. Auditors shall be appointed and their duties shall be regulated in accordance with
sections 160 to 163 of the Companies Act (as amended by sections 183, 184, 187 and
193 of the 1990 Act) provided nevertheless that no person shall be appointed as auditor
of the Company without the approval of the Minister given with the consent of the
Minister for Finance.
41
PERFORMANCE AUDITS
96. The Directors shall co-operate fully with the person appointed by the Minister, in
accordance with Section 29 of the 1996 Act, to carry out an examination as to the
efficiency and cost-effectiveness of the performance by the Company of its functions.
97. The person appointed by the Minister to carry out a performance audit in respect of the
performance by the Company of its functions shall ascertain -
(a) whether and to what extent the resources of the Company -
(i) have been used, and
(ii) if acquired or disposed of by the Company, have been so

acquired or disposed of,
economically and efficiently, and
(b) whether any such acquisition or disposal (as the case may be) has been effected
upon the most favourable terms reasonably obtainable,
(c) whether and to what extent the Company has -
(i) taken all proper measures for the management, control and
operation of its harbour and the approach channels thereto,
(ii) provided facilities, services, accommodation and lands in its

harbour for ships, goods and passengers,
(iii) promoted investment in its harbour,
(iv) utilised and managed the resources available to it in a manner

consistent with its objects,
(v) conducted its business in a cost effective and efficient manner,
(vi) conducted its affairs so as to ensure that its revenues are not less
than sufficient taking one year with another to (a) meet all
charges which are properly chargeable to its revenue account, (b)
generate a reasonable proportion of the capital it requires and (c)
remunerate its capital and pay interest on and repay its
borrowings,
(vii) regulated operations within its harbour.
42
98. Without prejudice to the generality of Article 97, the systems, procedures and practices
employed by the Company for the purpose of enabling the Company to evaluate the
effectiveness of its operations may be examined by the person appointed by the Minister
to undertake the performance audit.
99. Without prejudice to the generality of Articles 97 and 98, the person appointed by the
Minister to undertake the performance audit may, in carrying out examinations under
this Article, make such comparisons of systems, procedures and practices, as he or she
considers appropriate.
100. The first performance audit may be carried out at the end of the period of three years
beginning on the date of incorporation of the company. Performance audits may also be
carried out at the end of each subsequent period of three years beginning on the
expiration of the last previous period.
43
NOTICES
101. A notice may be given by the Company to any member either personally or by
sending it by post to him or her to his or her registered address. Where a notice
is sent by post, service of the notice shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing the notice, and to have
been effected in the case of the notice of a meeting at the expiration of 24 hours
after the letter containing the same is posted, and in any other case at the time at
which the letter would be delivered in the ordinary course of post.
102. Notice of every general meeting shall be given in any manner hereinbefore
authorised to:
(a) every member; and

(b) the auditor for the time being of the Company; and
(c) the Directors.
No other person shall be entitled to receive notices of general meetings.
44
INDEMNITY
103. Every Director, Chairperson, chief officer, agent, auditor, Secretary or other
officer for the time being of the Company shall be indemnified out of the assets
of the Company against all losses or liabilities which he or she may sustain or
incur in or about the execution of the duties of his or her office or otherwise in
relation thereto, including any liability incurred by him or her in defending any
proceedings, whether civil or criminal, in which judgement is given in his or her
favour or in which he or she is acquitted or in connection with any application
under section 391 of the Companies Act in which relief is granted to him or her
by the court. No Director or other officer shall be liable for any loss, damage or
misfortune which may happen to or be incurred by the Company in the
execution of the duties of his or her office or in relation thereto, but this Article
shall only have effect insofar as its provisions are not avoided by section 200 of
the Companies Act.
45
SECRECY
104. Every Director, Chairperson, chief officer, auditor, trustee, member of a

committee, officer, servant, agent, accountant, or other person engaged in the
business of the Company, shall keep strictly secret and confidential, and shall
not disclose to any person save as may be authorised by the Board, or by some
person duly authorised by the Board, or use otherwise than solely for the benefit
of the Company in the course of his or her duties, or as may be required by law,
any confidential information or any books, documents or records relating to the
business, affairs and accounts of the Company and its dealings with customers,
suppliers and others; and shall if required by either the Minister or the Board
execute an undertaking, in such form as the Board may determine, to perform all
of the obligations contained herein, and to indemnify the Company against any
loss occasioned as a result of his or her failure to do so. For the purpose of this
Article "Company" shall include all subsidiary and associated companies of the
Company and "confidential information" shall mean that which is expressed to
be confidential either as regards particular information or as regards information
of a particular class or description.
46
WINDING UP OR DISSOLUTION
The provisions of Clause 5 of the Memorandum of Association relating to the

winding up or dissolution of the Company shall have effect and be observed as if
the same were repeated in these Articles.
47
ALLOTMENT OF SECURITIES
The directors are hereby generally and unconditionally authorised to exercise

all the powers of the Company to allot relevant securities within the meaning of
Section 20 of the Companies (Amendment) Act 1983. The Maximum amount of
relevant securities which may be allotted under the authority hereby conferred
shall be €10,000,000. The authority hereby conferred shall expire on the date
which is five years after the date of adoption of this Article.
48
Names, Addresses and Description of Subscribers
Mr John Lumsden
Leeson Lane
Dublin 2
Initial Subscriber
Mr Fintan O'Brien
Leeson Lane
Dublin 2
Subscriber
Minister for Finance

73-79 Lower Mount Street,
Dublin 2
Initial Subscriber
Mr Paul Fleming
5 Silkwood
Mornington
Co Meath
Subscriber
Mr Patrick Traynor
24a Fairways Park
Bettystown
Co Meath
Subscriber
Minister for Transport

Leeson Lane,
Dublin 2
Initial Subscriber
The foregoing Articles of Association are approved by the Minister for the Marine pursuant to
Section 17 of the Harbours Act, 1996.

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COMPANIES

AN OfRiG UStf CHLASU CUiiSACH, W B1 Submission Number: 6679175

B1 - Annual Return - 262361

MARTIN FARRELLY (1)

NICOLA MARY BINNS ( 2 )

MARIA O'BRIEN CAMPBELL ( 7 )

PAUL FLEMING (11)

List of past and present members

Total number shares held 6555948

FINTAN O'BRIEN (1)

MINISTER FOR FINANCE ( 2 )

PAUL FLEMING (3)

PATRICK TRAYNOR (4)

MINISTER FOR TRANSPORT (5 )

Authorised Share Capital

Authorised Share Capital

Issued Share Capital

Issued Share Capital

Consideration - all cash

Particulars of persons verifying the contents of the form

Particulars of the presenter

Legal Function Performed:

Bl - Annual Return - 262361

Signature as Director: PATRICK T<L\YNOR Date

Registration Number 262361

Drogheda Port Company

For the year ended 31/12/08

Directors and other information 1

Statement of Directors' Responsibilities 2

Abridged Auditors' report to the company pursuant to Section 18(4) 3

Independent Auditors' report to the shareholders 4-5

Abridged balance sheet 6

Notes to the abridged financial statements

Directors (2008) P. Traynor (Chairman) P. Fleming (Chief Executive)

Registered Office Harbourville,

Auditors Callan Stringer & Co.,

Bankers A.I.B. Bank,

Solicitors McKeever Taylor & Son,

Actuaries Lane Clark & Peacock Ireland,

Statement of Directors responsibilities for the shareholders' financial statements

In preparing those financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently

make judgements and estimates that are reasonable and prudent

On behalf of the board

Director Dated 9 t h September 2009.

Auditors9 report to the company

To the directors of Drogheda Port Company.

Respective responsibilities of directors and auditors

66 West Street, Drogheda, Co. Louth.

Date 9 t h September 2009.

Independent Auditor's Report to the Shareholders of Drogheda Port Company

Respective responsibilities of directors and auditors.

Basis of audit opinion

In our opinion the financial statements:

uertinea Accountants &

This is certified a true copy

Notes 2008 2007

Net Current Assets/Liabilities 674,742 640,104

Total Assets less Current Liabilities 24,997,365 24,851,646

Net Assets 15,551,771 16,165,515

Approved on beha f of the Board on 21 st April 2009 by ^ ^ityu/j'*-*^'

Director Director J/kM^

Notes to the abridged financial statements

Approved on beha f of the Board on 21 st April 2009 by ^ ^ityu/j'-^'