British & Irish Steam Packet Company Limited (Acquisition) Act, 1965

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SCHEDULE

THIS AGREEMENT is made the Second day of February One thousand nine hundred and sixty five BETWEEN COAST LINES LIMITED whose registered office is at Reliance House Water Street Liverpool 2 (hereinafter called “Coast Lines”) of the first part the MINISTER FOR FINANCE of the Government of Ireland (hereinafter called “the Minister for Finance”) of the second part and the MINISTER FOR TRANSPORT AND POWER of the Government of Ireland (hereinafter called “the Minister for Transport and Power”) of the third part

WHEREAS:—

(A) British & Irish Steam Packet Co. Limited (hereinafter called “B & I”) was incorporated on the 22nd day of December 1936 as a Company limited by Shares under the Companies Acts, 1908 to 1917 and at the date hereof has an authorised share capital of £2,000,000 divided into 2,000,000 Ordinary Shares of £1 each of which 1,600,000 Ordinary Shares have been issued and are fully paid

(B) Coast Lines is the beneficial owner of all of the said 1,600,000 issued Ordinary Shares

(C) Coast Lines has agreed to sell and the Minister for Finance (for and on behalf of the Government of Ireland) has agreed to purchase all of the said 1,600,000 issued Ordinary Shares subject to and upon the terms and conditions hereinafter appearing

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED as follows:—

1. COAST LINES shall sell and the Minister for Finance shall purchase as from the 1st day of January 1965 all of the said 1,600,000 issued Ordinary Shares free from all liens charges encumbrances and adverse rights and subject to and upon terms and conditions hereinafter contained

2. THE price payable by the Minister for Finance to Coast Lines for the said Shares shall be the sum of £3,606,922 (subject always to compliance by Coast Lines with its obligations under Clause 4 (c) and (d) below)

3. THE sale and purchase shall be completed on the 15th day of March 1965 or on such other date as the parties may agree at a place to be agreed

4. ON completion of the sale and purchase:—

(a) THE Minister for Finance shall pay the said price to Coast Lines against delivery to the Minister for Finance of the following:—

(i) Duly executed transfers comprising all of the Shares hereby agreed to be sold in favour of the Minister for Finance or persons nominated by the Minister for Finance together with the definitive Certificates relating thereto

(ii) Any power or powers of attorney pursuant to which any such transfers shall have been executed

(b) Coast Lines shall procure that such persons are appointed Directors of B & I as the Minister for Finance (with the agreement of the Minister for Transport and Power) shall nominate and that all of the Directors of B & I, other than those nominated by the Minister for Finance (with the agreement of the Minister for Transport and Power) as aforesaid shall retire forthwith without compensation from the office of Director of B & I and relinquish with effect from the date of such retirement their respective rights under any oral written or implied agreement or contract of employment with B & I

(c) Coast Lines shall repay to B & I the whole amount of any loan then outstanding and owing by Coast Lines to B & I

(d) Coast Lines shall purchase from B & I and pay for and the parties hereto shall procure B & I to sell and transfer to Coast Lines (or as Coast Lines may direct) those assets of B & I which are described in the Schedule to this Agreement (below called “the Excepted Assets”). The price to be paid by Coast Lines for the Excepted Assets shall be the sum of £202,277

(e) Coast Lines shall execute and the parties hereto shall procure B & I to execute an Agency Agreement in the form of the draft which has already been agreed between the parties hereto and has been initialled on their behalf for the purpose of identification (subject to any amendments which may be mutually agreed)

5. AFTER completion of the sale and purchase of the said 1,600,000 Ordinary Shares B & I shall continue to act as agents for the liner services of the Coast Lines Group operating between the United Kingdom and the Republic of Ireland and the parties hereto will procure formal agreements to be executed by the proper parties upon terms to be negotiated in relation to such agencies

6. AS soon as practicable after completion of the sale and purchase of the said 1,600,000 Ordinary Shares the Minister for Finance and the Minister for Transport and Power shall procure that the accounts of B & I for the year ended 31st December 1964 shall be prepared and audited by Stokes Bros. & Pim, Chartered Accountants, the present Auditors of B & I; and that such accounts shall be prepared so far as practicable in the same form and upon the same bases as the audited accounts of B & I for the year ended 31st December 1963. The Minister for Finance and the Minister for Transport and Power shall procure that as soon as possible thereafter B & I shall declare and pay a dividend on its share capital as existing on the 31st December 1964 and that the aggregate amount of such dividend (after deduction of tax) shall be equal to

(i) the aggregate amount of the profit on trading account of B & I for the year ended 31st December 1964 and of the dividends (gross) received by B & I in respect of that year from trade investments and from subsidiaries

after deducting therefrom

(ii) the aggregate amount of depreciation (at similar rates to those used in respect of the year ended 31st December 1963) and of Directors' fees and auditors' remuneration for the year ended 31st December 1964 and of taxation on the profits of that year and of any under-provision of taxation of earlier years

all as shown by the said audited accounts for such year. The sale of the said Shares hereby agreed to be made shall not include the right to receive the said dividend which shall be retained by Coast Lines but the said sale shall otherwise include all rights attached to the said Shares as existing at the opening of business on the 1st day of January 1965

7. PENDING completion of the sale and purchase of the said 1,600,000 Ordinary Shares Coast Lines shall procure that B & I shall not issue or put under option any additional share capital and shall use its best endeavours to procure that B & I shall continue to operate its business in the same manner as heretofore

8. COAST LINES represents and warrants:—

(i) that it is not restricted in any way from entering into this Agreement

(ii) that all property deeds instruments and certificates belonging to B & I are free from all liens charges and encumbrances unless disclosed

IN WITNESS WHEREOF the Common Seal of Coast Lines and the respective official seals of the Minister for Finance and the Minister for Transport and Power have been hereunto affixed

THE SCHEDULE above referred to

The Excepted Assets

1. The whole of the issued share capital of Carrollstown Estates Limited comprising 75,000 Shares of £1 each.

2. The whole of the issued share capital of Ernest Cullen & Sons Limited comprising 34,028 “A” Shares and 5,972 “B” Shares all of £1 each.

3. 9,000 Ordinary Shares of £1 each in Liffey Dockyard Limited.

4. 250 Redeemable £1 Debentures issued by Cork Opera House Limited.

THE COMMON SEAL of COAST LINES LIMITED was affixed hereto in the presence of:—

M. ARNET ROBINSON

Director

I. M. MacLAREN

Secretary