Nama Asset Loan Management Ltd

8/9/2019 Nama Asset Loan Management Ltd

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Special resolutionSection 141 Companies Act 1963Section 249A Companies Act 1990 (inserted bysection 107 Company Law Enforcement Act 2001)Regulation 9 European Communities (Single-Member;Private Limited Companies) Regulations 1994Companies Act 1990 (Form and Content ofDocuments Delivered to Registrar) Regulatio

Company number

cro OMPANIES REGISTRATION OFFICEAN OIFIG UM CHLARO CUIDEACHTAfCRO receiptdate stamp4480533

Companies Acts 1963 to 20094 8 0 2 4 6 G1Please complete using black typescript or BOLD CAPITALS, referring to explanatory notes

Company name jin full NATIONAL ASSET LOAN MANAGEMENT LIMITED Limited

Resolution(s) ) The following special resolution(s) was/we re duly passed:notes one and two

on Day|2 16 Month YearIn writing:

At a meeting:

2 0 1 0 NACE Codenote f/irae H| | pursuant to section 141(8) or

pursuant to Reg.9 European Communities (Single-Member Private ' Limited Com panies) Regulations 1994 or| | an Annu al General Meeting or| | an Extraordinary General Meetingduly convened and held at:

Certification Dnote four I hereby certify that the particulars contained in this form are correct and have be en given inaccordance w ith the Notes on C ompletion of Form G1.Signatura^ .I|u*^Director | j Secretary note two

N a m e in block tetters or typescript

DatePresenter details j

note fiveNameAddress

DX numberTelephone number

Email

PricewaterhouseCoopersOne Spencer Dock, Northwall QuayDublin 1

DX exchange01 792 6070 Fax [email protected] Reference number AZB/RCG
mailto:[email protected]:[email protected]


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NATIONAL ASSET LOAN MANAGEMENT LIMITED(the "Company")

Written Resolution of the M ember1. "That that the Memorandum of Association be amended by:

(a) the deletion o f C lause 2 in its entirety and by the substitution of same with anew Clause 2; and(b) the insertion of new Clause 3,

in each case as set out in the Memorandum of Association attached to this writtenresolution and marked for the purposes o f identification with the letter 'A ' (with theconsequent renumbering of the remaining Clauses)"; and2. "That the Articles of Association attached to this written resolution and marked for thepurposes of identification with the letter 'ET be adopted as the new Articles ofAssociation of the Company to the exclusion of and in substitution for the existingArticles o f Association of the Company".


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" A

COMPANIES ACTS 1963 TO 2009COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATIONOF

NATIONAL ASSET LOAN MANAGEMENT LIMITED

(as amended by Special Resolution passed on 26 March 2010)1. The name of the Company is National Asset Loan Management Limited2. The objects for which the Company is established are:

(1) To promote, develop and/or otherwise secure the interests or objectives of theIrish State and/or the National Asset Management Agency ("NAMA") and/orany NAMA group entity (as that term is defined in the National AssetManagement Agency Act 2009 (the "Act"))-(2) Without limiting the generality of Clause 2(1), in pursuance of the provisionsof Clause 2(1), to acquire, hold, m anage, protect, realise, dispose of andotherwise deal with bank assets (as defined in Section 4(1) of the.Act).(3) To carry on the business of financing, with or without security and in whatevercurrency including, without limitation, financin g or refinancing by way ofloan, acceptance credits, commercial paper, bond issues, notes, bankplacements, bailment, rental, hire purchase, purchase and sale, conditional sale,credit sale, assignment, novation, factoring, discounting, securitisation,unitisation, participation, sub-participation, or by any other means whatsoever.(4) To engage in all manner of currency exchange transactions, interest rate

transactions, derivative transactions, swap transactions, hedge transactions andarbitrage transactions including, without limitation, any transaction (or anyagreement or document with respect thereto) which is a rate swap transaction,basis swap, credit default swap, forward rate transaction, comm odity swap,commodity option, equity or equity index option, bond option, interest rateoption, foreign exchange transaction, cap transaction, floor transaction, collartransaction, currency option or other similar transaction (including any optionwith respect to any of these transactions or any com bination of thesetransactions) and any other foreign exchange or interest rate or hedging orarbitrage arrangements or transactions and such other instruments as aresimilar to or derive from any of the foregoing, including any transaction for thepurpose of, or capable of being for the purposes of, avoiding, reducing,minimising, hedging against or otherwise managing the risk of any loss, cost,expense or liability arising, or which may arise, directly o r indirectly, from achange or changes in any interest rate or currency exchange rate or in the price


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or value of any property, asset, commodity, index or liability or the creditstanding or any person or entity orfrom any other risk or factor affecting theCompany's undertaking and business, and to engage in all such transactionswhether for the purpose of (or capable of being for the purpose of) making aprofit or avoiding a loss or managing a currency or interest rate exposure orany other exposure or for any other purpose whatsoever.(5) To advance and lend to, or otherwise finance the operations or undertaking of,or extend credit to, any NAMA group entity, whether with or without securityand on whatever terms as to interest, repayment and otherwise as may beagreed.(6) To provide financial advice and brokerage services including, without

limitation, services relating to treasury management, investment advice,currency and interest rate exposure management, balance sheet restructuring,fund management, corporate finance, raising of debt or equity, corporateacquisitions and disposals, reorganisations and issuance of shares, debenturesand other securities.(7) To promote, develop and secure the interests of NAMA group companies insuch manner as the Com pany may think fit and in particular, withoutlimitation, by giving any guarantee, indemnity, support, or security, in respectof or, directly or indirectly, assuming any liability or obligation of, any NAMAgroup company, by making any payment or loan or disposition of anyproperty, assets or rights to or for the benefit of any NAMA group company oracquiring any property, assets or rights from any NAM A group companynotwithstanding that the Company may not receive in respect of any suchtransaction full or adequate consideration therefor or any considerationwhatsoever or may pay consideration which would or might be in excess of an.arms' length consideration.(8) To purchase or otherwise acquire and carry on all or any part of the business orproperty and to undertake any liabilities of any person or company possessedof property suitable for any of the purposes of the Company or carrying on orproposing to carry on any business which the Company is authorised to carryon or which can be carried on in connection with the same or which is capable

of being conducted so as, directly or indirectly, to benefit the Company.(9) To purchase , take on lease, on licence, in exchange, upon option or otherwiseacquire and hold any lands, buildings, property (whether leasehold or freehold)or any rights or interests therein or in respect thereof and to develop, improve,alter or manage the same o r any part thereof in any way (including, withoutlimitation, construction, demolition, landscaping, planting, draining andimproving).(10) To purchase, take on lease, on licence, in exchange, upon option, on hire orhire-purchase, or otherwise acquire and hold any personal property, rights orprivileges which the Com pany m ay think necessary or convenient for the

purposes of its business or which may seem to the Company calculated,directly o r indirectly, to benefit the Company including, without limitation, thesubscription, taking or otherwise acquiring of securities in any company.

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(11) To apply for, purchase or otherwise acquire and protect and renew any patents,patent rights, inventions, secret processes, recipes, receipts, prescriptions,formulae, trade marks, trade nam es, designs, licences, concessions and the like,conferring any exclusive or non-exclusive or limited righ t to their use, or anysecret or other information as to any invention or process which may seemcapable of being used for any of the purposes of the Company or theacquisition of which m ay seem calculated, directly or indirectly, to benefit theCompany and to use, exercise, develop or grant licences in respect of, orotherwise turn to account, the property, rights or information so acquired andto expend money in experimenting upon, testing or improving any suchpatents, inventions or rights;(12) To establish or promote or concur in establishing or promoting any companyor com panies for the purpose of acquiring all or any of the property, rights andliabilities of the Company or for any other purpose w hich may seem, directlyor indirectly, calculated to benefit the Company or to place or guarantee theplacing of, underwrite, subscribe for or otherwise acquire all or any part of thesecurities of any such other company.(13) To invest and to deal with the moneys of the Company not imm ediatelyrequired in any manner.(14) To amalgamate, enter into partnership or into any arrangement for sharing

profits, union of interests, co-operation, join t venture, reciprocal concession,mutual assistance or otherwise with any person or company carrying on orengaged in or about to carry on or engage in, any business or transaction whichthe Company is authorised to carry on or engage in or which can be carried onin conjunction therewith or which is capable of being conducted so as, directlyor indirectly, to benefit the Com pany,(15) To sell, lease, mortgage or otherwise dispose of the business, property, assetsor undertaking of the Company or any part thereof for such consideration asthe Company may think fit and to improve, manage, develop, exchange,licence, turn to account or otherwise deal with, all or any of the business,property, assets and undertaking of the Company and in particular, withoutlimitation, to accept securities of any other company in payment or partpayment of the consideration payable to the Company in respect of anytransaction referred to in this paragraph.(16) To borrow or raise money in such manner as the Company shall think fit andin particular, without limitation, by the issue of securities of the Company andto secure the repayment of any moneys borrowed or raised or any otherobligation, debt or liability of any nature of the Company by w ay of mortgage,charge, lien or other security interest over or in respect of all or any of theCompany's undertaking, property o r assets (both present and future andincluding its uncalled capital) upon such terms as to priority and otherwise as

the Com pany shall think fit.(17) To lend and advance money or give credit to any person or company and uponsuch terms as may seem expedient (whether with or without security or anyinterest or other ch arge).

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(18) To give any guarantee or indemnity in respect of or otherwise support orsecure in any manner (whether by personal covenant or by mortgaging,charging or granting any lien or other security interest over or in respect of ailor any part of the Company's undertaking, property or assets, both present andfuture and including its uncalled capital, or by both such m ethods) anyobligation, debt, liability of any nature of any person or company upon suchterms as to priority and otherwise as the Com pany shall think fit,(19) To draw, make, accept, endorse, discount, execute and issue promissory notes,bills of exchange, bills of lading, w arrants, cheques, debentures and othernegotiable or transferable instruments.(20) To enter into any arrangements with any governments or authorities, supreme,

municipal, local or otherwise, or any person or company that may seemconducive to the Company's objects or any of them and to obtain from anysuch government, authority, person or company any rights, privileges, charters,licenses and concessions which the Company may think it desirable to obtainand to carry ou t, exercise and comply therewith.(21) To undertake and execute any trusts the undertaking whereof may seemdesirable and either gratuitously or otherwise.(22) To apply for, promote and obtain any Act of the Oireachtas or any charter,privilege, licence or authorisation, of any government, state or municipality orany ministerial or departmental licence or order for enabling the Company to

carry any of its objects into effect or for. effecting any modification of theCompany's constitution or for any other purpose which may seem expedientand to oppose any proceedings or applications which may seem calculated,directly or indirectly, to prejudice the interests of the Company or any NAMAgroup entity.(23) To undertake and carry on any other trade or business which may seem to theCompany capable of being conveniently carried on by the Company or whichis calculated, directly or indirectly, to enhance the value of or render profitable,any of the Com pany's businesses,.rights or property.(24) To do all or any of the matters hereby authorised in any part of the world andwith or in respect of persons or companies resident, domiciled, incorporated,registered or carrying on business in any part of the world and either asprincipal, agent, factor, trustee or o therwise and by or through agents, factors,trustees or otherwise and either alone or in conjunction with others.(25) To distribute in specie or otherwise as may be resolved any of the assets of theCompany among the mem bers.(26) To do all such other things as may appear to the Company to be incidental orconducive to the attainment of the above objects or any of them

It is hereby expressly declared that each sub-Clause of this Clause shall be construedindependently of the other sub-Clauses hereof, and that none of the objects mentioned in any

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sub-Clause shall be deemed to be merely subsidiary to the objects mentioned in any othersub-Clause.3. The Company shall be entitled and obliged to act in accordance with the objects andpowers in this Memorandum notwithstanding that any action or inaction by theCompany in the interests of the Irish State or NAMA, or pursuant to a direction fromthe M inister or NAM A, m ight in any respect conflict with, or be considered to beadverse to, the interests of the members of the Company (or any of them).4. The liability of the Members is limited.5. The Share Capital of the Company is 1,000 divided into 1,000 Ordinary Shares of1.00 each. The capital may be divided into different classes of shares with any

preferential, deferred or special rights or privileges attached thereto, and from time totime the com pany's regulations m ay be varied so far as may be necessary to giveeffect to any such preference, restriction or other term.

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WE, the several persons whose names, addresses and descriptions are subscribed, wish to beformed into a C ompany in pursuance of this Memorandum of Association and we agree totake the number of shares in the capital of the. Company set opposite our respective names.Names, Addresses and Descriptions of No of Shares taken by each SubscriberSubscribersSandra O'Neill One Hundred (100)Greyfort HouseSea RoadKilcoole, Co. WicklowCompany DirectorNo of Shares Taken One Hundred (100)

Dated the 26th day of January 2010Witness to the above signatures:Mark O'Neill26 Hollypark AvenueBlackrockCo Dublin

WF-23I3999 -V 3

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COMPAN IES ACTS 1963 to 2009

COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATION

OFNATIONAL ASSET LOAN MANAGEMENT LIMITED

(adopted by special resolution dated 26 March 2010)

PRELIMINARY

Single Member CompanyThe Company is a single-member company within the meaning of the EuropeanCommunities (Single-Member Private Limited Companies) Regulations, 1994 (a"Single-Member Company").Application of Table A(a) The Regulations contained in Part I of Table A in the First Schedule to theCompanies Act, 1963 (as the same is amended by the Companies Acts 1963 to2006, the "Companies Acts", and with the exception of Regulations 8, 11, 24, 47,51, 54, 59, 75, 77, 79, 84, 86, 90 to 102 inclusive, 109, 133 and 138 thereof) andthe Regulations contained in Part- II of Table A as aforesaid (as the same isamended as aforesaid and with the exception of Regulations 1, 5 and 9 thereof)shall apply to the Company save in so far as they are excluded or modified herebyand such Regulations together with the Articles hereinafter contained shallconstitute the Regulations of the Com pany.(b) If at any time the Company shall cease to be a Single-Member Company, theprovisions of Article 35 shall have effect and the other provisions of these Articlesshall thereupon be amended accordingly.

SHARESShare CapitalThe share capital of the Company is 1,000 divided into 1,000 ordinary shares of 1cach.Authority to Allot Shares(a) The Directors shall, for the purposes of Section 20 Companies (Amendment) Act,1983, be generally and unconditionally authorised to allot relevant securities asdefined by the said Section 20 up to an amount equal to the authorised but


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unissued share capital of the Company at the date of adoption of these Articlesand to allot and issue any shares purchased by the Company pursuant to theprovisions of the Companies Act, 1990 and held as treasury shares.(b) The authority conferred by this Article shall expire on thefifth anniversary of thedate of adoption of these Articles unless previously renewed, varied or revoked bythe Company in general meeting.Issue of New SharesSubject to the Directors being duly authorised for the purposes of Section 20 Companies(Am endment) Act, 1983, all unissued shares (including treasury shares, as defined bySection 209 Companies Act, 1990) shall be at the disposal of the Directors, and theymay allot, grant options over or otherwise dispose of them to such persons on suchterms and conditions and at such times as they may co nsider to be in the best interests ofthe Company and its shareholders. The pre-emption provisions of sub-sections (1), (7)and (8) of Section 23 C ompanies (Am endment) Act, 1983 shall not apply to anyallotment by the Company of equity securities (as defined in such Section).Redeemable SharesSubject to the provisions of the Companies Act, 1990, any shares may be issued on theterms that they are, or, at the option of the Company are, liable to be redeemed on suchterms and in such manner as the Com pany before the issue of the shares may byresolution determine.Purchase of Own Shares(a) Subject to the provisions of and to the extent permitted by the Companies Actsand subject to any rights conferred on the holders of any class of shares, theCompany may purchase any of its shares of any class and may cancel any sharesso purchased or hold them as treasury shares (within the meaning of Section 209Companies Act, 1990) with liberty to reissue any such share or shares as shares ofany class or classes.(b) The Company shall not be required to select the shares to be purchased on a prorata basis or in any particular manner as between the holders of the shares of thesame class or as between the holders of shares of different classes.Lien on SharesThe Company shall have a first and paramount lien on every share for all moneys(whether immediately payable or not) called or payable at a fixed ime in respect of thatshare, and the Company shall also have a first and paramount lien on all shares standingregistered in the name of any person w hether he or she be the sole registered holderthereof or one of two joint holders for all moneys immediately payable by him or her orhis or her estate to the Company, but the Directors may at any time declare any share tobe wholly or in part exemptfrom he provisions of this Regulation. The Company's lienon a share shall extend to all dividends payable thereon.


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9. Instrument of TransferAn instrument of transfer of a share (other than a partly paid share) need not beexecuted on behalf of the transferee and need not be attested and Regulation 22 of TableA Part I shall be modified accordingly.

10. Approval of Transfers by DirectorsNo transfer of any share in the capital of the Company (whether on a sale of such sharesor transmission thereof by operation of law or otherwise howsoever) shall be registeredunless such transfer is approved by resolution of the Directors. Regulations 29 to 32 ofTable A Part I shall be modified accordingly.

GENERAL MEETINGS11. Chairman of General Meetings

The sole member of the Company (or the proxy or authorised representative of the solemember representing that member at the appropriate general meeting) shall be thechairman of any general meeting of the Company and Regulation 56 of Table A shall bemodified accordingly.DIRECTORS

12. Number of DirectorsThe number of Directors shall not be less than two.

13. Right to Attend MeetingsA D irector shall not require a share qualification but nevertheless shall be entitled toreceive notice of and to attend and speak at any general meeting of or any separatemeeting of the holders of any class of shares in the Company and R egulation 136 ofTable A Part I shall be modified accordingly.

14. Alternate Directors(a) Any Director may by writing under his or her hand appoint:

(i) any other Director; or(ii) any other person who is approved by the Directors as hereinafter provided;to be his or her alternate provided always that no such appointment of a personother than a Director shall be operative unless and until such appointment shallhave been approved by resolution of the Board of Directors.

(b) An alternate Director shall be entitled to receive notices of all meetings of theDirectors and of all m eetings of comm ittees of Directors of which his or herappointor is a member, to attend and vote at any such meeting at which the

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Director appointing him or her is not personally present and, in the absence of hisor her appointor, to exercise all the powers, rights, duties and authorities of his orher appointor as a, Director (other than the right to appoint an alternatehereunder).(c) Save as otherwise provided in these Articles, an alternate Director shall bedeemed for all purposes to be a Director and shall alone be responsible for his orher own acts and defaults and he or she shall not be deemed to be the agent of theDirector appointing him or her. The remuneration of any such alternate Directorshall be payable out of the remuneration paid to the Director appointing him orher and shall consist of such portion of the last mentioned remuneration as shallbe agreed between the alternate and the Director appointing him or her.(d) A Director may at any time revoke the appointment of any alternate appointed byhim or her. If a Director shall die or ccase to hold the office of Director, the

appointm ent of his or her alternate shall thereupon cease and determine.(e) Any appointment o r revocation by a Director under this Article shall be effectedby notice in writing given under his or her hand to the Secretary or deposited atthe registered office of the Company or in any other manner approved by theDirectors.

15. Regulation and Convening of Directors' Meetings(a) Subject to the provisions of these Articles, the Directors may regulate theirproceedings as they think fit. A Director may, and the Secretary at the request ofa Director shall, call a meeting of the Directors. Any Director may waive noticeof any meeting and any such waiver may be retrospective.(b) Notice of a meeting of the Directors shall be deemed to be duly given to aDirector if it is given to him or her personally or sent in writing by delivery, post,telefax, electronic m ail or any other m eans of com munication approved by theDirectors to him or her at his or her last known address or any other address givenby him or her to the Company for this purpose.

16. Quorum for Directors' MeetingsThe quorum for the transaction of the business of the Directors may be fixed by theDirectors and unless so fixed at any other number shall be two. A person who holdsoffice only as an alternate Director shall, if his or her appointor is not present, becounted in the quorum but, notwithstanding that such person may act as alternateDirector for m ore than one Director, he or she shall not count as more than one for thepurposes of determining whether a quorum is present.

17. Voting at Directors' Meetings(a) Questions arising at any meeting of Directors shall be decided by a majority ofvotes. Fach Director present and voting shall have one vote. Where there is anequality of votes, the chairman of the meeting shall have a second or casting vote

Any person who acts as an alternate Director for one or m ore Directors shall be

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entitled, in the absence of any such appointor from a meeting, to a separate vote atsuch meeting on behalf of each such appointor, in addition to the vote such personwill have at the meeting if he or she is a Director.(b) Each Director present at a meeting of Directors shall, in addition to his or her ownvote, be entitled to one vote in respect of each other. Director not p resent at themeeting who shall have authorised him or her (the "Authorised Director") inrespect of such m eeting to vote for such other D irector in the absence of suchother Director, provided that

(i) no Authorised Director shall be entitled to any vote at a meeting on behalfof another Director pursuant to any such authority if the other Director shallhave appointed an alternate Director and that alternate Director is present atthe meeting at which the Authorised Director proposes to vote pursuant tothe provisions of such authority,

(ii) any such authority may specifically provide that, in the absence of theAuthorised D irector from any meeting, his or her alternate, if present at the.meeting, may exercise the authority instead of the Authorised Director andunless such provision is so made, no alternate Director of the AuthorisedDirector shall be entitled to exercise any such authority on his or her behalf;and(iii) if, pursuant to any of the provisions of this paragraph, an alternate Directorshall become authorised to exercise any vote, he or she shall not be entitledto authorise any person other than himself or herself to exercise such vote.

(c) Any such authority may relate generally to all meetings of the Directors or to anyspecified meeting or meetings and m ust be in writing and may be sent by delivery,post, telefax, electronic mail or any other means of communication approved bythe Directors. The authority must be delivered to the Secretary for filing prior toor must be produced at the first meeting at which a vote is to be cast pursuantthereto.18. Directors' Resolutions in Writing

A resolution or other document in writing signed by all the Directors entitled to receivenotice of a meeting of Directors or of a committee of Directors shall be as valid as if ithad been passed at a meeting of Directors or (as the case may be) a committee ofDirectors duly convened and held and may consist of several documents in the like formeach signed by one or more Directors but a resolution signed by an alternate Directorneed not also be signed by his or her appointor and, if it is signed by a Director who hasappointed an alternate Director, it need not be signed by the alternate Director in thatcapacity. A document signed by a Director of which a facsimile copy is transmitted tothe Company at its offices shall be regarded as being signed by the Director concerned.

19. Participation in MeetingsAny Director or alternate Director may participate in a meeting of the Directors or anycommittee of the Directors by means of conference telephone or other

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telecommunications- equipment by means of which all persons participating in themeeting can hear each other speak and such participation in a meeting shall constitutepresence in person at the meeting.

20. Retirement by RotationA Director shall not retire by rotation and Regulation 110 of Table A Part I shall bemodified accordingly.

21. Eligibility for AppointmentNo person shall be appointed a Director at any general meeting unless he or she isrecommended by the Directors or not less than three nor more than twenty-one daysbefore the date appointed for the meeting, notice executed by a member qualified tovote at the meeting has been given to the Company o f the intention to propose thatperson for appointment stating with respect to such person to be proposed theparticulars which would, if he or she were so appointed, be required to be included inthe Company's register of Directors together with notice executed by that person of hisor her willingness to be appointed.

22. Appointment of Additional Directors.(a) The Company may by ordinary resolution appo int a person to be a Director eithertofill a vacancy or as an add itional Director.(b) In addition and without prejudice to the powers of the Company under paragraph(a), the Directors may appoint a person who is willing to act to be a Director,either tofill a vacancy or as an additional D irector.

23. Vacation of OfficeWithout prejudice to the provisions of Part 2, Chapter 2 of the N ational A ssetManagement Agency Act 2009 (the "NAMA Act") or the provisions of Article 24, theoffice of a Director shall be vacated if the Director:(a) is adjudicated bankrupt;(b) makes a composition or arrangement with creditors;(c) is convicted of an indictable offence in relation to a company;(d) does not furnish a tax clearance certificate as required by Section 19(5) of theNAMA Act;(e) is convicted of an offence involving fraud or dishonesty;(f). is disqualified or restricted from being a director of a company;(g) is nominated as a member of Seanad Hireann;(h) is elected as a mem ber of either House of the Oireachtas or as a member of theEuropean Parliament;

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(i) is regarded, pursuant to Part XIII of the Second Schedule to the EuropeanParliament Elections Act 1997, as having been elected to the European Parliamentto fill a vacancy;

(j) becomes a member of a local authority;(k) resigns such office by letter addressed to the Minister (with effect from the datespecified in the letter or when the M inister receives the letter, whichever is thelater); or(1) is removed by the Minister pursuant to Section 22(4) of the NAMA Act; anda Director who is a member of the Board of the National Asset Management Agencyshall automatically cease to hold office upon the expiry or other termination of his termof office with the National Asset M anagement A gency.

24. General Meeting PowersIn addition to and without prejudice to the provisions of the Com panies Acts, theCompany may by ordinary resolution remove any D irector before the expiration of hisor her period of office notwithstanding anything in these regulations or in anyagreement between the Company and such Director. Any such removal shall bewithout prejudice to any claim such Director may have for damages for breach of anycontract of service between him or her and the Company. The Company may byordinary resolution appoint another person in place of any Director so removed fromoffice.

25. Designation as DirectorsThe Directors may at any time and from time to time by resolution appoint any one ormore persons (not being Directors) in the employment of the Company to a post with atitle or designation which includes the word ''director" as part of the title or designationin conjunction with some other descriptive word. Subject as provided in this Article,such appointment shall be on such terms as the Directors shall decide but the Directorsshall be entitled by resolution to revoke such appointment at any time. Any suchappointment or revocation shall not affect the terms and conditions of employment ofsuch person with the Company and the revocation of any such appointment shall notentitle such person to any claim against the Company. Any person appointed to anysuch post in accordance w ith this Article shall not be a member of the Board ofDirectors of the Company or have any of the rights or be under any of the obligations ofa Director nor shall his or her title or designation be taken or deemed to imply that theholder thereof is a Director or authorised or empowered to act as one. Any personappointed to any such post in accordance with this Article shall not be entitled to noticeof or to attend any meeting of the Board of Directors of the Company but he or she shallattend if so requested by the Board.

26. Additional Remuneration of DirectorsAny Director who serves on any committee or who devotes special attention to the,business of the Company or who otherwise performs services which in the opinion ofthe Directors are outside the scope of the ordinary duties of a D irector, may be paid

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such extra remuneration by way of salary, percentage of profits or otherwise as theDirectors may determine.POWERS OF DIRECTORS

27, Borrowing PowersThe Directors may exercise all the powers of the Company to borrow money, and tomortgage or charge its undertaking, property and uncalled capital or any part thereofand to issue debentures, debenture stock and other securities, whether outright or assecurity for any debt, liability or obligation of the Company or of any third party.Debentures, debenture stock and other securities may be made assignable free from anyequities between the Com pany and any person to whom the same may be issued. Anydebentures or debenture stock may be issued at a discount, premium or otherwise andwith any special rights as to redemption, surrender, draw ings, allotment of shares,attending and voting at general meetings of the Company, appointment of Directors orotherwise.

28. Notices(a) A notice or other document to be given, served or delivered in pursuance of theseArticles or otherwise may be given to, served on or delivered to any member bythe Company:

(i) by handing it to the member or his or her authorised agent;(ii) by leaving it at the registered address of the member;(iii) by sending it by post in a pre-paid cover addressed to the member at his orher registered address; or(iv) by sending it by telefax or electronic message to the number or address orone of the numbers and/or addresses (if any) which the member may havefurnished to the Com pany for the purposes of notices and/or documentsbeing given, served or delivered to him or her.

(b) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (i) or (ii), the giving, service or delivery shall be deemed to havebeen effected at the time when it was handed to the member or his or herauthorised agent, or left at the member's registered address (as the case may be).(c) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iii), the giving, service or delivery shall be deemed to have beeneffected at the expiration of twenty four hours after the cover containing it wasposted. In proving such service.or delivery it shall be sufficient to prove that suchcover was properly addressed, stamped and posted.(d) Where a notice or document is given, served or delivered pursuant to sub-

paragraph (a) (iv), the giving, service or delivery shall be deemed to have beeneffected at the time of transmission of the fax or electronic message. In proving

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such service or delivery it shall be sufficient to prove that the machine orequipment sending such fax or electronic m essage generated a propertransmission report showing a good transmission of such fax or electronicmessage.

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

30. Signature to NoticesThe signature to any notice to be given by the Company may be written or printed.

31. IndemnitySubject to the Companies Acts and the NAMA Act, every Director or other officer ofthe Company shall be entitled to be indemnified out of the assets of the Companyagainst all losses or liabilities which he or she may sustain or incur in or about theexecution of the duties of his or her office or otherwise in relation thereto.

32. SecrecyNo member shall be entitled to require discovery of or any information respecting anydetail of the trading of the Company or any matter which is or may be in the nature of atrade secret, mystery of trade, or secret process which may relate to the conduct of thebusiness of the Com pany, and which, in the opinion of the D irectors, it would beinexpedient in the interests of the members of the Company to communicate to thepublic.

INTERPRETATION33. Interpretation

(a) Save as otherwise provided herein, any reference to an Article, paragraph or sub-paragraph shall be a reference to an Article, paragraph or sub-paragraph (as thecase may be) of these Articles and any reference in an Article to a paragraph orsub-paragraph shall be a reference to a paragraph or sub-paragraph of the Articleor paragraph in which the reference is contained, unless it appears from thecontext that a reference to some other provision is intended.(b) In these Articles, the masculine gender shall include the feminine and neuter andthe singular num ber shall include the plural and vice versa and references topersons shall include bodies corporate, unincorporated associations andpartnerships.

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34. CaptionsThe captions to these Articles are inserted for convenience of reference only and shallnot be considered a part of or affect the interpretation or construction of these Articlesof Association,

CEASING TO BE SINGLE-MEMBER COMPANY35. Amendment of Articles

If at any time the Com pany shall cease to be a Single-Member Company, theRegulations of the Com pany shall thenceforth be these Articles as amended in thefollowing manner:(a) Article 1 shall be deleted;(b) Article 2 (a) shall be amended by the deletion:

(i) in line four thereof, of the Figures "59" (to the intent and effect thatthereupon Regulation 59 of Table A Part I shall apply to the Company); and(ii) in line six thereof, of the figure "5 " (to the intent and effect that thereuponRegulation 5 of Table A Part II shall apply to the Com pany); and

(c) Article 11 shall be deleted.

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COMP ANIES ACTS 1963 TO 2009COMPANY LIMITED BY SHARES 4480534MEMORANDUM OF ASSOCIATION

OFNATIONAL ASSET LOAN MANAGEMENT LIMITED

(as amended by Special Resolution passed on 26 March 2010)

1. The name of the Company is National Asset Loan Management Limited2. The objects for which the Com pany is established are:

(1) To promote, develop and/or otherwise secure the interests or objectives of th eIrish State and/or the National Asset Management Agency ("NAMA") and/orany NAM A group entity (as that term is defined in the National A ssetManagement A gency Act 2009 (the "Act")).(2) Without limiting the generality of Clause 2(1), in pursuance of the provisions

of Clause 2 (1), to acquire, hold, m anage, protect, realise, dispose of andotherwise deal with bank assets (as defined in Section 4(1) of the Act).(3) To carry on the business of financing, with or without security and in w hatevercurrency including, w ithout limitation, financing or refinancing by way ofloan, acceptance credits, commercial paper, bond issues, notes, bankplacements, bailment, rental, hire purchase, purchase and sale, conditional sale,credit sale, assignm ent, novation, factoring, discou nting, secu ritisation,unitisation, participation, sub-participation, or by any other m eans whatsoever.(4) To engage in all manner of currency exchange transactions, interest ratetransactions, derivative transactions, swap transactions, hedge transactions andarbitrage transactions including, without limitation, any transaction (or anyagreement or document with respect thereto) which is a rate swap transaction,basis swap, credit default swap, forward rate transaction, commo dity sw ap,commodity option, equity or equity index option, bond option, interest rateoption, foreign exchange transaction, cap transaction, floor transaction, collartransaction, currency option or other similar transaction (including any optionwith respect to any of these transactions or any combination of thesetransactions) and any other foreign exchange or interest rate or hedging orarbitrage arrangements or transactions and such other instruments as aresimilar to or derive from any of the foregoing, including any transaction for thepurpose of, or capable of being for the purposes of, avoiding, reducing,minimising, hedging against or otherwise managing the risk of any loss, cost,expense or liability arising, or w hich m ay arise, directly or indirectly, from achange or changes in any interest rate or currency ex change rate or in the price


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or value of any property, asset, com modity, index or liability or the creditstanding or any person or entity or from any other risk or factor affecting theCompany's undertaking and business, and to engage in all such transactionswhether for the purpose of (or capable of being for the purpose of) making aprofit or avoiding a loss or managing a currency or interest rate exposure orany other exposure or for any other purpose whatsoever.

(5) To advance and lend to, or otherwise finance the operations or undertaking of,or extend credit to, any NAMA group entity, whether with or without securityand on whatever terms as to interest, repayment and otherwise as may beagreed.(6) To provide financial ad vice and brokerage services including, without

limitation, services relating to treasury management, investment advice,currency and interest rate exposure management, balance sheet restructuring,fund managem ent, corporate finance, raising of debt or equity, corporateacquisitions and disposals, reorganisations and issuance of shares, d ebenturesand other securities.(7) To promote, develop and secure the interests of NAM A group compan ies insuch manner as the Company may think fit and in particular, w ithoutlimitation, by giving any guarantee, indemnity, support or security, in respectof or, directly or indirectly, assuming any liability or obligation of, any NAMAgroup company, by m aking any payment or loan or disposition of any

property, assets or rights to or for the benefit of any NAMA group company oracquiring any property, assets or rights from any NAM A group com panynotwithstanding that the Company may not receive in respect of any suchtransaction full or adequate consideration therefor or any considerationwhatsoever or may pay consideration which would or might be in excess of anarms' length consideration.(8) To purchase or otherwise acquire and carry on all or any part of the business orproperty and to undertake any liabilities of any person or com pany possessedof property suitable for any of the purposes of the Company or carrying on orproposing to carry on any business which the Company is authorised to carry

on or which can be carried on in connection w ith the same or which is capableof being conducted so as, directly or indirectly, to benefit the C omp any.(9) To purchase, take on lease, on licence, in exchange, upon option or otherwiseacquire and hold any lands, buildings, property (whether leasehold or freehold)or any rights or interests therein or in respect thereof and to develop, improve,alter or manage the same or any part thereof in any way (including, w ithoutlimitation, construction, demolition, landscaping, planting, draining andimproving).(10) To purchase, take on lease, on licence, in exchange, upon option, on hire or

hire-purchase, or otherwise acquire and hold any personal property, rights orprivileges which the Company may think necessary or convenient for thepurposes of its business or which may seem to the Compan y calculated,directly or indirectly, to benefit the Comp any including, without limitation, thesubscription, taking or o therwise acquiring of securities in any com pany.

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(11) To apply for, purchase or otherwise acquire and protect and renew any patents,patent rights, inventions, secret processes, recipes, receipts, prescriptions,formulae, trade marks, trade names, designs, licences, concessions and the like,conferring any exclusive or non-exclusive or limited right to their use, or anysecret or other information as to any invention or process which may seemcapable of being used for any of the purposes of the Company or theacquisition of which m ay seem calculated, directly or indirectly, to benefit theCom pany and to use, exercise, develop or grant licences in respect of, orotherwise turn to account, the property, rights or information so acquired andto expend money in experimenting upon, testing or improving any suchpatents, inventions or rights.

(12) To establish or promote or concur in establishing or promoting any companyor companies for the purpose of acquiring all or any of the property, rights andliabilities of the Com pany or for any o ther purpose which m ay seem, d irectlyor indirectly, calculated to benefit the Comp any or to place or guarantee theplacing of, underwrite, subscribe for or otherwise acquire all or any part of thesecurities of any such other com pany.

(13) To invest and to deal with the moneys of the Company not imm ediatelyrequired in any manner.(14) To am algamate, enter into partnership or into any arrangement for sharingprofits, union of interests, co-operation, joint venture, reciprocal concession,

mutual assistance or otherwise with any person or company carrying on orengaged in or about to carry on or engage in, any business or transaction whichthe Com pany is authorised to carry on or engag e in or which can be carried onin conjunction therewith or which is capable of being conducted so as, directlyor indirectly, to benefit the Com pany.(15) To sell, lease, mortgage or otherwise dispose of the business, property, assetsor undertaking of the Com pany or any part thereof for such consideration asthe Company may think fit and to improve, manage, develop, exchange,licence, turn to account or otherwise deal w ith, all or any of the bu siness,property, assets and und ertaking of the Compan y and in particular, without

limitation, to accept securities of any other company in payment or partpayment of the consideration payable to the Company in respect of anytransaction referred to in this paragraph.(16) To borrow or raise money in such manner as the Com pany shall think fit andin particular, without limitation, by the issue of securities of the Company andto secure the repayment of any moneys borrowed or raised or any otherobligation, debt or liability of any nature of the Company by way of mortgage,charge, lien or other security interest over or in respect of all or any of theCom pany's undertaking, property or assets (both present and future andincluding its uncalled capital) upon such terms as to priority and otherwise as

the Company shall think fit.(17) To lend and advance money or give credit to any person or company and uponsuch terms as may seem expedient (whether with or without security or anyinterest or other charge).

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(18) To give any guarantee or indemnity in respect of or otherwise support orsecure in any manner (whether by personal covenant or by mortgaging,charging or granting any lien or other security interest over or in respect of allor any part of the Company's undertaking, property or assets, both present andfuture and including its uncalled capital, or by both such methods) anyobligation, debt, liability of any nature of any person or comp any upo n suchterms as to priority and otherwise as the Company shall think fit.

(19) To draw, make, accept, endorse, discount, execute and issue promissory notes,bills of exchange, bills of lading, warrants, cheques, debentures and othernegotiable or transferable instruments.(20) To enter into any arrangements with any governments or authorities, supreme,

municipal, local or otherwise, or any person or company that may seemconducive to the Company's objects or any of them and to obtain from anysuch government, authority, person or com pany any rights, privileges, charters,licenses and concessions which the Company may think it desirable to obtainand to carry out, exercise and comply therewith.(21) To undertake and execute any trusts the undertaking whereof m ay seemdesirable and either gratuitously or otherwise.(22) To apply for, promote and obtain any Act of the Oireachtas or any charter,privilege, licence or authorisation of any government, state or m unicipality o r

any ministerial or departmental licence or order for enabling the Com pany tocarry any of its objects into effect or for effecting any m odification of theCom pany's constitution or for any other purpose which may seem expedientand to oppose any proceedings or applications which may seem calculated,directly or indirectly, to prejudice the interests of the Company or any NAMAgroup entity.(23) To undertake and carry on any other trade or business which may seem to theCompany capable of being conveniently carried on by the Company or whichis calculated, directly or indirectly, to enhance the value of or render profitable,any of the Com pany's businesses, rights or property.(24) To do all or any of the matters hereby authorised in any part of the world andwith or in respect of persons or companies resident, dom iciled, incorporated,registered or carrying on bu siness in any part of the world and either asprincipal, agent, factor, trustee or otherw ise and by or through ag ents, factors,trustees or otherwise and either alone or in con junction with o thers.(25) To distribute in specie or otherwise as may be resolved any of the assets of theCompany among the m embers.(26) To do all such other things as may appear to the Company to be incidental orconducive to the attainment of the above objects or any of them

It is hereby expressly declared that each sub-Clause of this Clause shall be construedindependently of the other sub-Clauses hereof, and that none of the objects mentioned in any

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sub-Clause shall be deemed to be merely subsidiary to the objects mentioned in any othersub-Clause.3. The Com pany shall be entitled and obliged to act in accordance with the objects andpowers in this Memorandum notwithstanding that any action or inaction by theCom pany in the interests of the Irish State or NAMA, or pursuant to a direction fromthe Minister or NAM A, m ight in any respect conflict with, or be considered to beadverse to, the interests of the members of the Company (or any of them).4. The liability of the Members is limited.5. The Share Capital of the Com pany is 1,000 divided into 1,000 Ordinary Shares of1.00 each. The capital m ay be divided into different classes of shares w ith anypreferential, deferred or special rights or privileges attached thereto, and from time to

time the comp any's regulations may be varied so far as may be necessary to giveeffect to any such preference, restriction or other term.

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WE, the several persons whose names, addresses and descriptions are subscribed, wish to beformed into a Com pany in pursuance of this M emorandum of Association and w e agree totake the number of shares in the capital of the Company set opposite our respective names.Names, Addresses and Descriptions of No of Shares taken by each SubscriberSubscribersSandra O'NeillGreyfort HouseSea RoadKilcoole, Co. WicklowCompany DirectorNo of Shares Taken

One Hundred (100)

One Hundred (100)

Dated the 26th day of January 2010W itness to the above signatures:Mark O'Neill26 Hollypark AvenueBlackrockCo Dublin

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COMP ANIES ACTS 1963 to 2009COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATIONOF

NATIONAL ASSET LOAN MANAGEMENT LIMITED(adopted by special resolution dated 26 M arch 2010)

PRELIMINARY

1. Single Mem ber CompanyThe Com pany is a single-member co mpany within the meaning of the EuropeanCommunities (Single-Member Private Limited Companies) Regulations, 1994 (a"Single-Member Company").

2. Application of Table A(a) The Regulations contained in Part I of Table A in the First Schedule to theCompanies Act, 1963 (as the same is amended by the Companies Acts 1963 to2006, the "Companies Acts", and with the exception of Regulations 8, 11, 24, 47,51, 54, 59, 75, 77, 79, 84, 86, 90 to 102 inclusive, 109, 133 and 138 thereof) andthe Regulations contained in Part II of Table A as aforesaid (as the same isamended as aforesaid and with the exception of Regulations 1, 5 and 9 thereof)shall apply to the Com pany save in so far as they are excluded or modified herebyand such R egulations together with the A rticles hereinafter contained shallconstitute the Regulations of the Company.(b) If at any time the Com pany shall cease to be a Single-Mem ber Com pany, theprovisions of Article 35 shall have effect and the other provisions of these Articlesshall thereupon be amended accordingly.

SHARES3. Share Capital

The share capital of the Com pany is 1,000 divided into 1,000 ordinary shares of 1each.

4. Authority to Allot Share s(a) The Directors shall, for the purposes of Section 20 Companies (Amendment) Act,1983, be generally and unconditionally authorised to allot relevant securities asdefined by the said Section 20 up to an amount equal to the authorised but


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unissued share capital of the Comp any at the date of adoption of these Articlesand to allot and issue any shares purchased by the Company pursuant to theprovisions of the Companies A ct, 1990 and held as treasury shares.

(b) The authority conferred by this Article shall expire on the fifth anniversary of thedate of adoption of these Articles unless previously renewed, varied or revoked bythe Company in general m eeting.5. Issue of New Shares

Subject to the Directors being duly authorised for the purposes of Section 20 Companies(Amendm ent) Act, 1983, all unissued shares (including treasury shares, as defined bySection 209 C ompan ies Act, 1990) shall be at the disposal of the Directors, and theymay allot, grant options over or otherwise dispose of them to such persons on suchterms and conditions and at such times as they may consider to be in the best interests ofthe Com pany and its shareholders. The pre-emption provisions of sub-sections (1), (7)and (8) of Section 23 Com panies (Am endment) A ct, 1983 shall not apply to anyallotment by the C ompany of equity securities (as defined in such Se ction).

6. Redeemable SharesSubject to the provisions of the Companies Act, 1990, any shares may be issued on theterms that they are, or, at the option of the Company are, liable to be redeemed on suchterms and in such manner as the Comp any before the issue of the shares may byresolution determine.

7. Purchase of Own Shares(a) Subject to the provisions of and to the extent permitted by the Companies Actsand subject to any rights conferred on the holders of any class of shares, theCompany may purchase any of its shares of any class and may cancel any sharesso purchased or hold them as treasury shares (within the meaning of Section 209Companies Act, 1990) with liberty to reissue any such share or shares as shares ofany class or classes.(b) The Company shall not be required to select the shares to be purchased on a prorata basis or in any particular manner as between the holders of the shares of thesame class or as between the holders of shares of different classes.

8. Lien on SharesThe Com pany shall have a first and paramount lien on every share for all m oneys(whether imm ediately payable or not) called or payable at a fixed time in respect of thatshare, and the Com pany shall also have a first and paramoun t lien on all shares standingregistered in the name of any person w hether he or she be the sole registered holderthereof or one of two joint holders for all moneys immediately payable by him or her orhis or her estate to the Company, but the Directors may at any time declare any share tobe wholly or in part exempt from the provisions of this Regulation. The Company's lienon a share shall extend to all dividends payable thereon.

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9. Instrument of TransferAn instrument of transfer of a share (other than a partly paid share) need not beexecuted on behalf of the transferee and need not be attested and Regulation 22 of TableA Part I shall be modified accordingly.

10. Approval of Transfers by DirectorsNo transfer of any share in the capital of the Company (whether on a sale of such sharesor transmission thereof by operation of law or otherwise howsoever) shall be registeredunless such transfer is approved by resolution of the Directors. Regulations 29 to 32 ofTable A Part I shall be modified accordingly.

GENERAL MEETINGS11. Chairman of General Meetings

The sole member of the Company (or the proxy or authorised representative of the solemember representing that member at the appropriate general meeting) shall be thechairman of any general meeting of the Company and Regulation 56 of Table A shall bemodified accordingly.DIRECTORS

12. Number of DirectorsThe number of Directors shall not be less than two.

13. Right to Attend MeetingsA Director shall not require a share qualification but nevertheless shall be entitled toreceive notice of and to attend and speak at any general m eeting of or any separatemeeting of the holders of any class of shares in the Company and Regulation 136 ofTable A Part I shall be modified accordingly.

14. Alternate Dire ctors(a) Any Director may by writing under his or her hand appoint:

(i) any other Director; or(ii) any other person who is approved by the Directors as hereinafter provided;to be his or her alternate provided always that no such appointment of a personother than a Director shall be operative unless and until such appointment shallhave been approved by resolution of the Board of Directors.

(b) An alternate Director shall be entitled to receive notices of all meetings of theDirectors and of all m eetings of committees of Directors of which his or herappointor is a member, to attend and vote at any such meeting at which the

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Director appointing him or her is not personally present and, in the absence of hisor her appointor, to exercise all the powers, rights, duties and authorities of his orher appointor as a, Director (other than the right to appoint an alternatehereunder).

(c) Save as otherw ise provided in these Articles, an alternate Director shall bedeemed for all purposes to be a Director and shall alone be responsible for h is orher own acts and defaults and he or she shall not be deemed to be the agent of th eDirector appointing him or her. The remuneration of any such alternate Directorshall be payable out of the remuneration paid to the Director app ointing him orher and shall consist of such portion of the last mentioned rem uneration as shallbe agreed between the alternate and the D irector appo inting him or her.(d) A Director may at any time revoke the appointment of any alternate appointed byhim or her. If a Director shall die or cease to hold the office of Director, theappointment of his or her alternate shall thereupon cease and determine.(e) Any appointm ent or revocation by a Director under this Article shall be effectedby notice in writing given under his or her hand to the Secretary or deposited atthe registered office of the Company or in any other manner approved by theDirectors.

15. Regulation and Conve ning of Directors' Meetings(a) Subject to the provisions of these Articles, the Directors may regulate theirproceedings as they think fit. A Director m ay, and the Secretary at the request ofa Director shall, call a meeting of the Directors. Any Director may waive noticeof any m eeting and any such waiver may be retrospective.(b) Notice of a meeting of the Directors shall be deemed to be duly given to aDirector if it is given to him or her personally or sent in writing by delivery, post,telefax, electronic mail or any other m eans of comm unication approved by theDirectors to him or her at his or her last known address or any other address givenby him or her to the Com pany for this purpose.

16. Quorum for Directors' MeetingsThe quorum for the transaction of the business of the D irectors m ay be fixed by theDirectors and unless so fixed at any other num ber shall be two. A person who ho ldsoffice only as an alternate Director shall, if his or her appointor is not present, becounted in the quorum but, notwithstanding that such person may act as alternateDirector for m ore than one Director, he or she shall not count as m ore than one for thepurposes of determining w hether a quorum is present.

17. Voting at Directors' M eetings

(a) Questions arising at any meeting of Directors shall be decided by a majo rity ofvotes. Each Director present and.voting shall have one vote. W here there is anequality of votes, the chairman of the meeting shall have a second or casting voteAny person w ho acts as an alternate D irector for one or more D irectors shall be

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entitled, in the absence of any such appointor from a meeting, to a separate vote atsuch meeting on behalf of each such appointor, in addition to the vote such personwill have at the meeting if he or she is a Director.(b) Each Director present at a meeting of Directors shall, in addition to his or her o wnvote, be entitled to one vote in respect of each other Director not present at themeeting who shall have authorised him or her (the "Authorised Director") inrespect of such meeting to vote for such other Director in the absence of suchother Director, provided that

(i) no Authorised Director shall be entitled to any vote at a meeting on behalfof another Director pursuant to any such authority if the other Director shallhave appointed an alternate Director and that alternate Director is present atthe meeting at which the Authorised Director proposes to vote pursuant tothe provisions of such authority,(ii) any such authority may specifically p rovide that, in the absence of theAuthorised Director from any meeting, his or her alternate, if present at themeeting, may exercise the authority instead of the A uthorised Director andunless such provision is so made, no alternate Director of the Au thorisedDirector shall be entitled to exercise any such authority on his or her behalf;and(iii) if, pursuant to any of the provisions of this paragraph, an alternate Directorshall become authorised to exercise any vote, he or she shall not be entitledto authorise any person other than himself or herself to exercise such vote.

(c) Any such authority may relate generally to all meetings of the Directors or to anyspecified meeting or m eetings and must be in writing and may be sent by delivery,post, telefax, electronic m ail or any other m eans of comm unication approved bythe Directors. The authority m ust be delivered to the Secretary for filing prior toor must be produced at the first meeting at which a vote is to be cast pursuantthereto.18. Directors' Resolution s in W riting

A resolution or other document in writing signed by all the Directors entitled to receivenotice of a meeting of Directors or of a committee of Directors shall be as valid as if ithad been passed at a meeting of Directors or (as the case may be) a comm ittee ofDirectors duly convened and held and may consist of several documents in the like formeach signed by one or more Directors but a resolution signed by an alternate Directorneed not also be signed by his or her app ointor and, if it is signed by a Director who hasappointed an alternate Director, it need not be signed by the alternate Director in thatcapacity. A document signed by a Director of which a facsimile copy is transmitted tothe Compan y at its offices shall be regarded as being signed by the Director concerned.19. Participation in Me etings

Any Director or alternate Director may participate in a meeting of the Directors or anycommittee of the Directors by m eans of conference telephone or other

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telecommunications equipm ent by means of w hich all persons participating in themeeting can hear each other speak and such participation in a meeting shall constitutepresence in person at the meeting.

20. Retireme nt by RotationA Director shall not retire by rotation and Reg ulation 110 of Table A Part I shall bemodified accordingly.

21. Eligibility for AppointmentNo person shall be appointed a Director at any general meeting unless he or she isrecommended by the Directors or not less than three nor more than twenty-one daysbefore the date appointed for the meeting, notice executed by a m ember qualified tovote at the meeting has been given to the Com pany of the intention to propose thatperson for appointment stating with respect to such person to be proposed theparticulars which would, if he or she were so appointed, be required to be included inthe Company 's register of D irectors together with notice executed by that person of hisor her willingness to be appointed.

22. Appointment of Additional Directors(a) The Company may by ordinary resolution appoint a person to be a Director eitherto fill a vacancy or as an additional Director.(b) In addition and without prejudice to the powers of the Company under paragraph(a), the Directors may appoint a person who is willing to act to be a Director,either to fill a vacancy or as an additional Director.

23. Vacation of OfficeWithout p rejudice to the provisions of Part 2, Chapter 2 of the National AssetManagement Agency Act 2009 (the "NAMA Act") or the provisions of Article 24, theoffice of a Director shall be vacated if the Director:(a) is adjudicated bankrupt;(b) makes a composition or arrangement with creditors;(c) is convicted of an indictable offence in relation to a comp any;(d) does not furnish a tax clearance certificate as required by Section 19(5) of theNAMA A ct;(e) is convicted of an offence involving fraud or dishonesty;(f) is disqualified or restricted from being a director of a company;(g) is nominated as a mem ber of Seanad Eireann;(h) is elected as a member of either House of the Oireachtas or as a mem ber of theEuropean Parliament;

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(i) is regarded, pursuant to Part XIII of the Second Schedule to the EuropeanParliament Elections Act 1997, as having been elected to the European Parliamentto fill a vacancy;(j) becomes a member of a local authority;(k) resigns such office by letter addressed to the Minister (with effect from the datespecified in the letter or when the M inister receives the letter, whicheve r is thelater); or(1) is remo ved by the Min ister pursuant to Section 22(4) of the NAMA Act; anda D irector who is a member of the Board of the N ational A sset M anagement A gencyshall automatically cease to hold office upon the expiry or other termination of his termof office with the National Asset Management Agency.

24. General Me eting PowersIn addition to and w ithout prejudice to the provisions of the Com panies Acts, theCom pany m ay by ordinary resolution rem ove any Director before the expiration of hisor her period of office notwithstanding anything in these regulations or in anyagreement between the Company and such Director. Any such removal shall bewithout prejudice to any claim such Director may have for dam ages for breach of anycontract of service between him or her and the Com pany. The Com pany may byordinary resolution appoint another person in place of any Director so removed fromoffice.

25. Designation as DirectorsThe D irectors m ay at any time and from time to time by resolution appoint any one ormore persons (not being Directors) in the employment of the Company to a post with atitle or designation which includes the word "d irector" as part of the title or designationin conjunction with some other descriptive word. Subject as provided in this Article,such appointment shall be on such terms as the Directors shall decide but the Directorsshall be entitled by resolution to revoke such appointment at any time. Any suchappointment or revocation shall not affect the terms and conditions of employment ofsuch person with the Company and the revocation of any such appointment shall notentitle such person to any claim against the Com pany. Any person appointed to anysuch post in accordance with this Article shall not be a mem ber of the Board ofDirectors of the Company or have any of the rights or be under any of the obligations ofa Director nor shall his or her title or designation be taken or deemed to imply that theholder thereof is a Director or authorised or empowered to act as one. Any personappointed to any such post in accordance with this Article shall not be entitled to noticeof or to attend any m eeting of the Board of Directors of the Company but he or she shallattend if so requested by the Board.

26. Additional Remun eration of DirectorsAny Director who serves on any committee or who devotes special attention to thebusiness of the Company or who otherwise performs services which in the opinion ofthe Directors are outside the scope of the ordinary duties of a Director, may be paid

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such extra remuneration by way of salary, percentage of profits or otherwise as theDirectors m ay determine.POWERS OF DIRECTORS

27. Borrowing PowersThe Directors m ay exercise all the powers of the Com pany to borrow money, and tomortgage or charge its undertaking, property and uncalled capital or any part thereofand to issue debentures, debenture stock and other securities, whether outright or assecurity for any debt, liability or obligation of the C ompany or of any third party.Debentures, debenture stock and other securities may be m ade assignable free from anyequities between the Com pany and any person to whom the same may be issued. Anydebentures or debenture stock may be issued at a discount, premium or otherwise andwith any special rights as to redem ption, surrender, drawings, allotment of shares,attending and voting at general m eetings of the Com pany, appo intment of Directors orotherwise.

28. Notices(a) A notice or other documen t to be given, served or delivered in pursuance of theseArticles or otherwise may be given to, served on or delivered to any member bythe Company:

(i) by handing it to the mem ber or his or her authorised agent;(ii) by leaving it at the registered address of the member;(iii) by sending it by post in a pre-paid cover addressed to the mem ber at his orher registered address; or(iv) by sending it by telefax or electronic message to the number or address orone of the numbers and/or addresses (if any) which the member may hav efurnished to the Company for the purposes of notices and/or documentsbeing given, served or delivered to him or her.

(b) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (i) or (ii), the giving, service or delivery shall be deemed to havebeen effected at the time when it was handed to the member or his or herauthorised agent, or left at the member's registered address (as the case may be).(c) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iii), the giving, service or delivery shall be deemed to have beeneffected at the expiration of twenty four hours after the cover containing it wasposted. In proving such service or delivery it shall be sufficient to prove that suchcover was properly addressed, stamped and posted.(d) Where a notice or document is given, served or delivered pursuant to sub-paragraph (a) (iv), the giving, service or delivery shall be deemed to have beeneffected at the time of transmission of the fax or electronic m essage. In proving

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such service or delivery it shall be sufficient to prove that the machine orequipment sending such fax or electronic m essage generated a propertransmission report showing a good transmission of such fax or electronicmessage.

29. Effect of Prior NoticesEvery person w ho, by operation of law, transfer, or other m eans shall become entitled toany share shall be bound by every notice or other document which, previous to his orher nam e and address being entered on the register in respect of such share, shall havebeen given to the person in whose nam e the share shall have been previously registered.

30. Signature to NoticesThe signature to any notice to be given by the Comp any m ay be written or printed.

31. IndemnitySubject to the Com panies Acts and the NAM A Act, every Director or other officer ofthe Company shall be entitled to be indemnified out of the assets of the Com panyagainst all losses or liabilities which he or she may sustain or incur in or about theexecution of the duties of his or her office or otherwise in relation thereto.

32. SecrecyNo m ember shall be entitled to require discovery of or any information respecting anydetail of the trading of the Company or any matter which is or may be in the nature of atrade secret, mystery of trade, or secret process which may relate to the conduct of th ebusiness of the Com pany, and which, in the opinion of the Directors, it would beinexpedient in the interests of the mem bers of the Comp any to comm unicate to thepublic.

INTERPRETATION33. Interpretation

(a) Save as otherwise provided herein, any reference to an Article, paragraph or sub-paragraph shall be a reference to an Article, paragraph or sub-paragraph (as thecase may be) of these Articles and any reference in an Article to a paragraph orsub-paragraph shall be a reference to a paragraph or sub-paragraph of the Articleor paragraph in w hich the reference is contained, unless it appears from thecontext that a reference to some other provision is intended.(b) In these Articles, the masculine gender shall include the feminine and neuter andthe singular number shall include the plural and vice versa and references topersons shall include bodies corporate, unincorporated associations andpartnerships.

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34. CaptionsThe captions to these Articles are inserted for convenience of reference only and shallnot be considered a part of or affect the interpretation or construction of these Articlesof Association,

CEASING TO BE SINGLE-MEMBER COMPANY35. Amendment of Articles

If at any time the Company shall cease to be a Single-Member Com pany, theRegulations of the Company shall thenceforth be these Articles as am ended in thefollowing manner:(a) Article 1 shall be deleted;(b) Article 2 (a) shall be amended by the deletion:

(i) in line four thereof, of the figures "5 9" (to the intent and effect thatthereupon Regulation 59 of Table A Part I shall apply to the Com pany); and(ii) in line six thereof, of the figure "5 " (to the intent and effect that thereuponRegulation 5 of Table A Part II shall apply to the Com pany); and

(c) Article 11 shall be deleted.

WF-2317000-vl

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COMPANIES ,AN OfRiG USf CHLASU CUil^AO-i W BIO Submission Number: 7133701

BIO - Change of director or secretary detailsAdd director / secretaryN o t i c e o f c h a n g e o f d i r e c t o r s o r s e c r e t a r i e s o r i n t h e i r p a r t i c u l a r sDate change(s) take(s) effect 8 July 2010C o m p a n y d e t a i l sCompany number 480246Company name NATIONAL ASSET LOAN MANAG EMENT

LIMITEDG i v e n o t i c e o f t h e f o ll o w i n g c h a n g e ( s )1Type of event Termination of relationshipType of relationship Secretary2Type of event Commencement of relationshipType of relationship Secretary

Particulars of director / secretary ( 1 )1 T e r m i n a t i o n o f r e l a t i o n s h i p S e c r e t a r yType of entity Individual Resident within EEAI n d i v i d u a l d e t a i l sSurname O FAOLAINForename SEANParticulars of director / secretary ( 2 )2 C o m m e n c e m e n t o f r e l a t io n s h i p S e c r e t a r yType of entity Individual Resident within EEAI n d i v i d u a l d e t a i l sSurname O' RE ILL Y-HE AL YForename AVRILCountry of nationality IRELANDNew address 25 THE FAIRWA YS

SEABROOK M ANORPORTMARNOCKCO. DUBLIN

Page 1 of 2


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COMPANIES ,AN OfRiG USf CHLASU CUiiSACH W BIO Submission Number: 7133701

Particulars of persons verifying the contents of the formI hereby certify that the particulars contained in this formare correct and have been given in accordance with theNotes on Completion of the statutory Fo rm B IO.

D e t a i l s o f E l e c t r o n i c F i l i n g A g e n t w h o i s c e r t i f y in g t h a t th e i n f o r m a t i o n p r o v i d e d i s c o r r e c tCRO A gent ID 16261 IBType of Signature Signature as AgentB u s i n e s s N a m e D e t a i lsName of BusinessType of entityI n d i v i d u a l d e t a i l sSurnameForename

PRICEWATERHOUSECOOPERSIndividual Resident within EEA

COSGROVERUAIRI

Particulars of the presenterR e f e r e n c eReference NumberP r e s e n t e r d e t a i l sType of entityNameAddress

E-mail addressTelephone numberFax number

AZB/RCG

Irish registered CompanyPRICEWATERHOUSECOOPERSONE SPENCER DOCKNORTH WALL QUAYDUBLIN [email protected] 792 503101 792 6200

Legal referencesCol lec t ive Ci t a t ion:Companies Acts, 1963 to 2009

Lega l Func t i on Pe r f o r m ed :Not i ce of change of directors or secretaries or in their particularsAc t : Com panies Act , 1963Sect ion: 195Ac t : Com panies Act , 1990Sect ion: 51

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mailto:[email protected]:[email protected]


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'Presenter: -PRICEWATERHOUSECOOPERSONE SPENCER DOCKNORTH WALL QUAYDUBLIN 1Contact Person:Alison Brennan01 792 5031

BIO Submission Number: 7133701BIO: Com pany Number: 480246Company Name: NATIONAL ASSET LOANMANAGEMENT LIMITED

Send To:Com panies Reg istration OfficeO'Brien RoadCarlow

Signature PageBIO - Change of director or secretary detailsSignature of the person(s) who is (are) certifying that the information provided is correct.

DateAn individual who is signing the messa ge on behalf of a fi rm: RUAIRIC O SG R O V E

Please ensure that the consent page is signed, dated and attached to this signature page.

Lega l references: 13 JUL 2010Collective Citation:Companies Acts, 1963 to 2009

There is no fee required for this subm ission

For official use only:Number of consents required: 1.

Ref.: A148 2B14 9CA2 A466 7D C0 EC8D EE67 7BB8 Page 1 of 2WEB FILED (50)


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Presenter:PRICEWATERHOUSECOOPERSONE SPENCER DOCKNORTH WALL QUAY

BIO Submission Number: 7133701B10: C ompany Number: 480246Company Name: NATIONAL ASSET LOANMANAGEMENT LIMITEDDUBLIN 1Contact Person:Alison Brennan01 792 5031Send To:Companies Registration OfficeO'Brien RoadCarlow

Consent Page - These documents will be sent back if they are notsigned and dated.I hereby consent to act for: NATIONAL ASSET LOA N MA NAG EM ENT LIM ITEDas secretary of the aforementioned comp any and I acknow ledge that as secretary I have legal dutiesand obligations imposed by the Companies Acts.

Nama Asset Loan Management Ltd

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