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S.I. No. 470/2002 - Central Bank Act 1971 (Approval of Scheme of Depfa Bank-Europe Plc and Depfa Bank Plc) Order 2002

WHEREAS DEPFA-BANK EUROPE PUBLIC LIMITED COMPANY (in this Order referred to as “the Transferor”) having its registered office at International House, 3 Harbourmaster Place, International Financial Services Centre, Dublin 1 and being the holder of a licence under the Central Bank Act 1971 (No. 24 of 1971) has agreed with DEPFA BANK PUBLIC LIMITED COMPANY (in this Order referred to as “the Transferee” having its registered office at International House, 3, Harbourmaster Place, International Financial Services Centre, Dublin 1 and being the holder of a licence under the Central Bank Act 1971 (No. 24 of 1971) to transfer to the Transferee substantially all of the banking business to which the licence of the Transferor relates.

AND WHEREAS on 2 August 2002, the Transferor and the Transferee submitted to the Minister for Finance for his approval a scheme for the transfer (in this Order referred to as the “Scheme”) made by the Transferor and the Transferee on 2 August 2002;

NOW I, Charlie McCreevy, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 7 of the Order, at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on me by Section 33 of the Central Bank Act 1971 , order as follows:

1.         This Order may be cited as the Central Bank Act 1971 (approval of Scheme of DePfa-Bank Europe plc and DePfa Bank plc) Order, 2002.

2.         In this Order -

“Agreement” means the Agreement for Transfer of Banking Business dated 2 August 2002 entered into between the Transferor and the Transferee providing for the transfer of the Business, including, without limitation, the Assets and Liabilities (each as defined in the Agreement), from the Transferor to the Transferee;

“Business” means the banking business (within the meaning of Section 2 of the Central Bank Act, 1971 ) carried on by the Transferor in the State immediately before the Transfer Date, including, without limitation, the Assets and Liabilities (each as defined in the Agreement), but excluding the Excluded Business and the Potentially Excluded Business;

“Excluded Business” means all assets, rights, contracts, arrangements, obligations and liabilities of the type set forth in Schedule 3 to the Agreement to which the Transferor is party, or held by the Transferor, as at the Transfer Date;

“Minister” means the Minister for Finance;

“Potentially Excluded Business” means all assets, rights, contracts, arrangements obligations and liabilities of the type set forth in Schedule 2 to the Agreement to which the Transferor is a party, or held by the Transferor, immediately before the Transfer Date;

“Scheme” means the scheme dated 2 August 2002 submitted to the Minister for his approval by the Transferor and the Transferee pursuant to Section 33 of the Central Bank Act, 1971 and the Agreement in so far as it relates to that scheme;

“Transfer Date” means 2 December 2002 or such later date, if any, as may be agreed by the Transferor and the Transferee as the effective date of the transfer of the Business pursuant to the Scheme and the Agreement;

“Transferee” means DePfa Bank plc;

“Transferor” means DePfa-Bank Europe plc.

3.         The Minister approves the Scheme.

4.         All books and other documents which would, before the Transfer Date, have been evidence in respect of any matter for or against the Transferor, shall be admitted in evidence in respect of the same matter for or against the Transferee on and from the Transfer Date.

5. (1)    On and from the Transfer Date:-

(a)            the Bankers' Books Evidence Acts 1879 to 1989, shall continue to apply with respect to any books of the Transferor transferred to the Transferee in connection with the Business and to entries made in those books before the Transfer Date as if such books were the books of the Transferee; and

(b)            for the purposes of section 4 of the Bankers' Books Evidence Act 1879 any book to which that Act applies by virtue of subparagraph (a) of this paragraph shall, on being proved to be in the custody of the Transferee, be taken to be one of the ordinary books of the Transferee and any entry in such book purporting to have been made before the Transfer Date shall be taken to have been made in the ordinary course of business.

(2)  In this Article “books” has the same meaning as “bankers' books” in the Bankers' Books Evidence Acts 1879 to 1989.

6. (1)    In respect of the Business, the Transferor shall, at the request of the Transferee execute all instruments and do all such acts as may be necessary to transfer the property vested immediately before the Transfer Date in the Transferor as trustee executor, guardian or in any other fiduciary capacity (as the case may be) to, and vest the same in, the Transferee in the same capacity upon the trusts and with and subject to the powers, provisions, liabilities and obligations applicable thereto respectively.

(2)    The Transferee shall be entitled to remuneration and to act as trustee, executor guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the Transfer Date.

7.         Any asset, property, right, contract, arrangement, liability or obligation of the type described in Schedule 1 to the Agreement between the Transferor and any other party in force or effect immediately before the Transfer Date or, as applicable, held or owned by the Transferor, shall be transferred to and assumed by or deemed to have been transferred to and assumed by the Transferee on the Transfer Date and shall become as and from that date an asset, property, right, contract, arrangement, liability or obligation (as the case may be) held or owned by the Transferee or, as applicable between the Transferee and that person with the same rights and subject to the same obligations and incidents as would have been applicable thereto if such asset property, right, contract, arrangement, liability or obligation (as the case may be between the Transferor and such person had continued without the substitution herein provided for and the Transferee together with each and every other party thereto shall be bound by the terms of such asset, property, right, contract, arrangement, liability or obligation in every way as if the Transferee were party thereto in substitution of the Transferor, provided however, that no asset, property, right, contract, arrangement liability or obligation of the type described in Schedule 2 or Schedule 3 to the Agreement held or owned by the Transferor, or, as applicable, between the Transferor and any other party in force or effect on the Transfer Date, shall be so transferred or assumed or deemed to be so transferred or assumed and each such asset, property right, contract, arrangement, liability and obligation shall remain held or owned by the Transferor and where applicable, in full force and effect in accordance with its terms between the Transferor and the relevant party.

Given under my Official Seal,

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CHARLIE MCCREEVY

2 October 2002

Charlie McCreevy

Minister for Finance

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation)

The Order approves the transfer of the banking business of DePfa-Bank Europe plc to DePfa Bank plc in accordance with a transfer scheme submitted to the Minister for Finance. The effect of the Order is that the relevant provisions of Part III of the Central Bank Act 1971 will apply to the transfer. The Order also makes provision for matters arising from and incidental to the transfer.