As discussed above, at the 2021 AGM, our shareholders approved the Redomiciliation and the adoption of our Constitution. The Constitution included authorized share capital of 5 billion shares, divided into 4 billion ordinary shares and 1 billion preferred shares. While our Constitution was approved by 99% of votes cast at the 2021 AGM, our shareholders did not approve an advisory proposal asking shareholders to approve the authorized share capital set forth in the Constitution. Following the outcome of this advisory vote, the Board authorized the Company to reach out to shareholders to discuss their opinions on the vote and the Board’s proposed response. See “Corporate Governance—2021 Annual Meeting Advisory Votes and Shareholder Engagement” above for more information about the results of this shareholder engagement.
We are presenting this proposal to request shareholder approval of amendments to our Constitution and approval of all related actions to remove the class of preferred shares from its authorized share capital.
If this proposal is passed, all authorized preferred shares of the Company will be canceled, and:
Clause 5 of the Company’s memorandum of association will be deleted and replaced with the following:
“The authorized share capital of the Company is US$40,000,000 and €25,000 divided into 4,000,000 ordinary shares of US$0.01 and 25,000 deferred ordinary shares of €1.00 each.
Article 3 of the Company’s articles of association will be amended and restated as follows:
“The authorized share capital of the Company is US$40,000,000 and €25,000 divided into 4,000,000,000 ordinary shares of US$0.01 and 25,000 deferred ordinary shares of €1.00 each.”
Each of Article 15 and Article 16 of the Company’s articles of association will be amended and restated as follows:
Article 39 of the Company’s articles of association will be amended and restated as follows:
“The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by (i) the creation or issue of further Shares ranking pari passu therewith; (ii) a purchase or redemption by the Company of its own Shares; or (iii) the operation of Article 13.”
As required under Irish law, the resolution is a special resolution that requires the affirmative vote of at least 75% of the votes cast. If this proposal fails to receive at approval from at least 75% of the votes cast, the Constitution will not be amended and the authorized share capital will remain the same, including the preferred shares.
THE TEXT OF THE RESOLUTION IN RESPECT OF THIS PROPOSAL IS AS FOLLOWS:
“RESOLVED, that, as a special resolution, the authorized but unissued share capital of the Company be reduced by cancelling the authorized but unissued 1,000,000,000 preferred shares of US$0.01 each and further that the Memorandum and Articles of Association of the Company be and are hereby amended in the manner provided in Appendix A of the Company’s proxy statement.”
If this proposal is not approved, the Board agrees to adopt the following policy to “de-claw” the preferred shares:
“Although the Company’s Memorandum and Articles of Association does not limit the purposes for which the Company’s preferred shares may be issued or used, the Board represents that it will not, without prior shareholder approval, issue or use the preferred shares for any defensive or anti-takeover purpose, for the purpose of implementing any shareholder rights plan, or with features intended to make any attempted acquisition of the Company more difficult or costly. Within these limits, the Board may issue preferred shares for capital raising transactions, acquisitions, joint ventures or other corporate purposes that do not have the effect of making an acquisition of the Company more difficult or costly.”