S.I. No. 1/1925 - The Great Southern Railways Amalgamation Scheme, 1925.

STATUTORY RULES AND ORDERS. 1925. No. 1.

THE GREAT SOUTHERN RAILWAYS AMALGAMATION SCHEME, 1925.

THE GREAT SOUTHERN RAILWAYS AMALGAMATION SCHEME, 1925.

Preamble.

WHEREAS by a Preliminary Amalgamation Scheme under Section 10 of the Railways Act, 1924 (a) (hereinafter referred to as " the Act ") known as " the Railways (Great Southern) Preliminary Amalgamation Scheme, 1924^(b) " the Great Southern and Western Railway Company, including the Geashill Extension separate undertaking, the Midland Great Western Railway of Ireland Company and the Cork, Bandon and South Coast Railway Company, including the Bantry Bay Extension, being three of the Amalgamating Companies named in the First Schedule of the Act were dissolved and their undertakings were amalgamated and vested in and became the undertaking of " the Great Southern Railway Company, " formed and incorporated by the said Scheme on and from the 12th day of November, 1924.

^(a) NO. 29 of 1924.

^(b) S.R.&O. 1924. No. 31.

AND WHEREAS under and by virtue of the provisions of the Act and the aforementioned Preliminary Amalgamation Scheme the Amalgamating Companies for the purposes of the Act are now the Great Southern Railway Company and the Dublin and South Eastern Railway Company, including the City of Dublin Junction Railways and the New Ross and Waterford Extension Railways.

AND WHEREAS the Amalgamating Companies have not submitted to the Minister for Industry and Commerce an Amalgamation Scheme in pursuance of the power in that behalf conferred upon them by Section 3 of the Act.

NOW THEREFORE we the Railway Tribunal under and in pursuance of the provisions of the Act have prepared and settled the following Scheme for the amalgamation of the Great Southern Railway Company and the Dublin and South Eastern Railway Company, including the City of Dublin Junction Railways and the New Ross and Waterford Extension Railways:—

1 Short title

1.—This scheme may be cited for all purposes as " the Great Southern Railways Amalgamation Scheme, 1925."

2 Incorporation of Acts

2.—(1) So far as applicable and as varied by this Scheme there are incorporated with and form part of this Scheme:—

The Companies Clauses Consolidation Act, 1845, except Sections 91 and 109 thereof:

Provided that any Committees appointed under Section 95 of that Act may comprise persons who though not Directors of the Company incorporated by this Scheme, are proprietors to the extent of a Director's qualification.

Part I. (relating to cancellation and surrender of shares), Part II. (relating to additional capital), and Part III. (relating to Debenture Stock) of the Companies Clauses Act, 1863; as amended by subsequent Acts.

(2) The following parts of Acts are incorporated with and form part of this Scheme (that is to say):—

Part V. (relating to amalgamation) of the Railways Clauses Act, 1863, subject to the provisions of the Act.

The provisions contained in the Third Schedule to the Act (with respect to officers and servants).

(3) For the purpose of the incorporation of the above mentioned enactments this Scheme shall be deemed to be " the Special Act," and for the purpose of the incorporation of the said Part V. the Railways (Great Southern) Preliminary Amalgamation Scheme, 1924, shall so far as applicable be deemed to be a Special Act relating to or affecting the dissolved Company.

3 Interpretation

3.—In this Scheme—

" The Great Southern Company " means the Great Southern Railway Company formed and incorporated as aforesaid.

" The Dublin and South Eastern Company " means the Dublin and South Eastern Railway Company, including the City of Dublin Junction Railways and the New Ross and Waterford Extension Railways.

" The Vested Companies " means the Great Southern Company and the Dublin and South Eastern Company.

" The Company " means the Company incorporated by this Scheme.

" The date of vesting " means the First day of January, One thousand nine hundred and twenty-five.

" Stock " includes debentures, loans and shares unless there be something in the context or subject repugnant to such construction.

4 Date of vesting

4.—This Scheme shall come into operation and take effect on and from the date of vesting.

5 Amalgamation of undertakings

5.—(1) On and from the date of vesting the undertakings of the Vested Companies are hereby amalgamated and the undertakings so amalgamated shall constitute one undertaking, and shall be the undertaking of the Company.

(2) All property, assets, funds and moneys including moneys received or receivable under the provisions of the Irish Railways (Settlement of Claims) Act, 1921, remaining in the hands of or accruing to the Vested Companies respectively, after making the payments hereinafter mentioned and providing for the compensation of the Directors of the Vested Companies in accordancewith the provisions of this Scheme, shall be and become the property of the Company.

(3) The Vested Companies shall provide up to the date of vesting for their land rent charges and fixed and guaranteed charges, and interest on their debenture stock and loans, and such dividends on their preference and ordinary stocks as may be declared by such Companies respectively in general meeting.

6 Dissolution of vested companies and incorporation of company

6.—On and from the date of vesting the Great Southern Company and the Dublin and South Eastern Company respectively, shall (except for the purposes by this Scheme authorised and directed) be and are hereby dissolved, and the several persons who on the date of vesting by virtue of this Scheme become the registered holders of Stock of the Company (other than Debenture Stock) shall be and are hereby united into a Company, and shall be and are hereby incorporated by the name of The Great Southern Railways Company, and by that name shall be a body corporate with perpetual succession and a common seal, and with power to purchase, take hold and dispose of lands and other property for the purposes of the Company.

7 Original capital

7.—The original capital of the Company shall be and shall consist of the stock set forth in the First Schedule hereto and (subject to the provisions of this Scheme) such stock shall on the date of vesting be deemed to have been created and issued by virtue of this Scheme and without further or other authority.

8 Stock of vested companies to be exchanged for stock of company

8.—The several persons who immediately before the date of vesting are the registered holders of stock of the Vested Companies described in the second and third columns of the Second Schedule hereto shall, on and from the date of vesting, by virtue of this Scheme, become and be registered holders of stock of the Company of the class or classes and in the proportions specified in the said Second Schedule in lieu of and in exchange for the stock of the Vested Companies held by them respectively.

9 Stockholders of vested companies to accept stock of company

9.—On and from the date of vesting, the persons who by virtue of this Scheme become the registered holders of stock of the Company shall (subject to the provisions of this Scheme) accept and be deemed to have accepted the stock of the Company allocated to them under this scheme in substitution for the stock of the Vested Companies respectively held by them and in satisfaction of all claims arising thereunder.

10 Stock priorities

10.—Subject to the provisions of this Scheme, all the Stocks forming the original capital of the Company (other than Debenture Stock) shall respectively have and be subject to the rights, privileges, priorities, and incidents following:—

(a) The holders of the four per cent. Guaranteed Preference Stock shall be entitled in respect of every year ending on the 31st day of December, to a dividend at the rateof four per cent. payable half-yearly out of the profits of the Company, applicable to the payment of dividend in priority to all other Stock in the original capital of the Company except Debenture Stock (other than the four per cent. City of Dublin Junction Railways Debenture Stocks) and if in any year ending on the 31st day of December there are not profits available for payment of the full amount of the said dividend for that year, the deficiency shall be made good out of the profits of any subsequent year in priority to the payment of any dividend upon other stock in the original capital of the Company except Debenture Stock (other than the four per cent. City of Dublin Junction Railways Debenture Stocks).

(b) The holders of the four per cent. Preference Stock shall be entitled in respect of every year ending on the 31st day of December to a dividend at the rate of four per cent. payable half-yearly out of the profits of the Company applicable to the payment of dividend for that year after payment of the dividends upon the four per cent. Guaranteed Preference Stock, but in priority to the payment of any dividend upon the Ordinary Stock of the Company.

Provided that if in any year ending on the 31st day of December there are not profits available for the payment of the full amount of the said dividend for that year, no part of the deficiency shall be made good out of the profits of any subsequent year or out of any other funds of the Company.

(c) The holders of the North Wall Extension Lines 1 and 2 £100 Shares shall receive by way of dividend such part of the money arising from the net receipts for traffic on those lines as is provided by Section 40 of the Great Southern and Western Railway Act, 1872, for the payment of dividend on the Great Southern and Western Railway North Wall Extension Lines 1 and 2 £100 Shares.

(d) The holders of the four per cent. New Ross and Waterford Extension Railways Guaranteed Stock shall be entitled in respect of every year ending on the 31st day of December, to a dividend at the rate of four per cent. out of the profits of the said Extension Railways applicable to the payment of dividends and in so far as the said profits are not sufficient for payment of a dividend at the said rate shall have as against the Company the same rights as immediately prior to the date of Vesting they had against the Dublin and South Eastern Company.

(e) The holders of the four per cent. City of Dublin Junction Railways Preference Stock shall be entitled in respect of every year ending on the 31st day of December, to a dividend at the rate of four per cent. payable half-yearly out of the net profits of the City of Dublin Junction Railways applicable to the payment of dividend for that year as provided by the Dublin, Wicklow and Wexford Railway (City of Dublin Junction Railways) Acts, 1884 and 1887, and the agreements thereunder and no part of any deficiency in the said net profits for the payment of such dividend shall be made good out of the profits of any subsequent year or out of any other funds of the Company.

(f) The holders of the four per cent. City of Dublin Junction Railways Guaranteed Stock shall be entitled in respect of every year ending on the 31st day of December pro rata with the holders of the City of Dublin Junction Railways Unguaranteed Stock, 1884 and 1887, to a dividend at the rate of four per cent. payable half-yearly out of the net profits of the City of Dublin Junction Railways applicable to the payment of dividend for that year as provided by the statutes and agreements aforesaid after providing for the dividend on the four per cent. City of Dublin Junction Railways Preference Stock.

11 Debenture stockholders' rights

11.—(1) The four per cent. Debenture Stock and the seven per cent. Redeemable (1925) Debenture Stock in the original capital of the Company shall rank pari passu, and the interest thereon shall be payable half-yearly on 15th July and 15th January in each year in respect of the half-year to 30th June and to 31st December, respectively.

(2) The several four per cent. City of Dublin Junction Railways Debenture Stocks in the original capital of the Company shall have the same priorities and rights as the several Debenture Stocks for which they respectively are exchanged under this Scheme had immediately prior to the date of Vesting.

12 Voting rights

12.—At all general meetings of the Company every registered holder of Stock (other than Debenture Stock, the holders of which have no voting rights) in the original capital of the Company and (unless otherwise provided by the terms of creation or issue thereof) the holder of Stock (other than Debenture Stock) which may after the date of vesting be created by the Company under the provisions of this Scheme shall be entitled to one vote in respect of every hundred pounds of such Stock held by him. Provided—

(1) That the Stocks (in the original capital of the Company) described as the City of Dublin Junction Railways Stock shallnot confer on the holders thereof any right of voting or interference at any meeting of the Company other than such rights as are defined in Section 30 (4) of the Dublin, Wicklow and Wexford Railway (City of Dublin Junction Railways) Act, 1884.

(2) That the Stock (in the original capital of the Company) described as the New Ross and Waterford Extension Railways Guaranteed Stock shall not confer on the holders thereof any right of voting or interference at any meeting of the Company other than such as are defined in Section 50 (4) of the Dublin, Wicklow and Wexford Railway (New Ross and Waterford Extension) Act, 1897.

13 Certificates of stock

13.—Any holder of stock of the Vested Companies who shall deliver to the Secretary of the Company the certificate or certificates of such stock to be cancelled shall be entitled without payment to receive from the Company in substitution for the certificate or certificates so delivered a certificate of the stock of the Company which is allocated to such holder by this Scheme in substitution for the stock of which the certificate or certificates is or are so delivered: Provided that (subject to the provisions hereinafter contained relating to fractional parts of a pound of stock) until such substitution the certificates of stock of the Vested Companies shall be deemed to be the certificates of the stock of the Company which is allocated by this Scheme to the holders of such certificates.

14 Lost certificates

14.—If any certificate of any stock of the Vested Companies in substitution for which any stock of the Company is allocated under this Scheme be lost or destroyed, then upon proof thereof and upon an indemnity being given to the reasonable satisfaction of the Directors of the Company against any claim in respect of such lost or destroyed certificate, the Company shall deliver to the person entitled to such certificate a certificate of the stock of the Company which is allocated to him by this Scheme.

15 Fractions

15.—No person shall become entitled to any fractional part of a pound of stock of any denomination in the capital of the Company, but in every case in which any person would but for this provision have become entitled to a fractional part of a pound of any such stock the Company may at their option receive and recover from such person such a sum as will at the market value of such stock immediately after the date of vesting make up an even pound, or pay to such person in cash the aforesaid market value of such fractional part.

16 Stock of company subject to same trusts, etc., as stock of vested companies

16.—Stock of the Company substituted by virtue of this Scheme for stock of either of the Vested Companies shall be held upon and subject to the same trusts, liens, charges, powers and other legal or equitable rights, privileges and restrictions as affected the stock for which by virtue of this Scheme the same issubstituted, and any reference in any statute, deed, will, codicil, book, document, instrument, or writing to stock of either of the Vested Companies shall be deemed to be a reference to the stock of the Company substituted therefor by virtue of this Scheme.

17 Repeal of unexercised capital powers

17.—On and from the date of vesting, all unexercised powers of raising money conferred upon the Vested Companies respectively are hereby repealed.

18 Additional capital

18.—(1) The Company may raise for the general purposes of their undertaking by the creation and issue of new stock (other than loans or debenture stock) such additional capital as they shall think necessary, not exceeding £825,370, and the Company may create and issue such stock either wholly or partially as ordinary stock or wholly or partially as preference stock as they may think fit: Provided that notwithstanding anything contained in the Companies Clauses Act, 1863, any such preference stock may bear such rate of dividend as the Directors of the Company determine at the time or times of the creation or issue thereof.

(2) In the event of the sum of £100,000 (mentioned in the London and North Western Railway Act, 1905) lent by the London, Midland and Scottish Railway Company being paid off, the Company may raise for the general purposes of their undertaking by the creation and issue of new Stock (other than loans or Debenture Stock) a further sum not exceeding £100,000 in addition to the said sum of £825,370 on the same conditions as are applicable under the provisions of this Scheme to the said sum of £825,370.

19 New preference stock may rank with original stock

19.—The Company may by the resolution creating or authorising the creation of any new preference stock under the powers of this Scheme determine that such new preference stock shall form part of and rank pari passu with the preference stock in the original capital of the Company, but any such new preference stock may bear such rate of dividend as the Directors of the Company at the time or times of the creation or issue thereof determine.

20 Additional capital subject to same incidents as original capital

20.—Any new Stock created by the Company under this Scheme otherwise than as debenture or preference stock or loan shall be subject and entitled to the same powers, provisions, forfeitures, liabilities, rights, privileges and incidents whatsoever in all respects as if that stock were part of the original ordinary stock of the Company.

21 Disposal of new stock

21.—The Company may, in issuing any new stock under the powers of this Scheme, dispose of the same at such times to such persons on such terms and conditions and in such manner as the Directors of the Company think advantageous to the Company.

22 Power to cancel unissued stock

22.—If the Company after having created any new stock in respect of such additional capital determine not to issue the whole of the stock created, they may cancel the unissued stock,and may from time to time thereafter create and issue instead thereof other new stock of an aggregate amount not exceeding the aggregate amount of the stock so cancelled.

23 Power to borrow

23.—The Company may borrow on mortgage of their undertaking any sums not exceeding in the whole £637,892 without being required to obtain the certificate mentioned in Section 40 of the Companies Clauses Consolidation Act, 1845: Provided that in the event of the said sum of £100,000 (mentioned in the London and North Western Railway Act, 1905) lent by the London, Midland and Scottish Railway Company being paid off, the said sum of £637,892 may be increased by the addition of a further sum not exceeding £100,000.

24 Appointment of receiver

24.—The Mortgagees of the Company may enforce payment of arrears of interest or principal, or principal and interest due on their mortgages by the appointment of a receiver, and in order to authorise the appointment of a receiver in respect of arrears of principal the amount owing to the mortgagees by whom the application for a receiver is made shall not be less than Five thousand pounds in the whole.

25 Debenture stock

25.—The Company may create and issue debenture stock subject to the provisions of part III. of the Companies Clauses Act, 1863, but notwithstanding anything therein contained, the interest of all debenture stock and of all mortgages at any time created and issued or granted by the Company under this Scheme or any Act of the Oireachtas hereafter passed shall, subject to the provisions of any such Act and to the provisions of Section 11 (2) of this Scheme rank pari passu (without respect to the dates of the securities or of the Acts of the Oireachtas or resolutions by which the stock and mortgages were authorised) and shall have priority over all principal moneys secured by such mortgages.

26 Redeemable preference and debenture stock

26.—(1) If the Company desire to raise any capital by the issue of preference stock, or to issue any debenture stock which they are by this Scheme authorised to create or issue, they may create and issue such preference stock or debenture stock so as to be redeemable at such times and in such manner and on and subject to such terms and conditions and to bear such rate or rates of dividend or interest as the Directors of the Company at the time or times of the creation or issue thereof shall determine.

(2) There shall be stated on each certificate of any such redeemable preference or redeemable debenture stock the time at which and the manner in which and the terms and conditions on and subject to which such stock is to be redeemed.

(3) For the purpose of providing money for paying off or redeeming any such redeemable preference or redeemable debenture stock, the Company may create and the Directors of the Company may issue other stock either ordinary preferenceor debenture stock and either redeemable or not, or the directors of the Company may reissue any preference or debenture stock originally created and issued in pursuance of the provisions of this Scheme. Provided that the creation and issue of any particular class of stock in pursuance of the provisions of this section do not make the total amount of that class of stock issued exceed the amount of that class of stock which the Company are for the time being authorised to create and issue except during the necessary interval between the creation and issue of the new stock and the redemption of the old stock.

27 Redemption fund

27.—(1) The Company may from time to time set aside out of net revenue, and after providing for the payment of interest or dividends on any loans, mortgages, bonds or debenture stock or preference stock of the Company, and for other fixed charges and obligations such sums as the Company may consider proper for the purpose of forming a fund for the redemption at maturity of any redeemable stock which the Company may have issued in pursuance of the provisions of this Scheme, and which, under the conditions of the issue thereof is redeemable wholly or partly in cash, and the Company may invest any sums so set apart and the income therefrom in any securities in which trustees are for the time being by law authorised to invest trust funds, or in any other securities (not being except as hereinafter provided securities of the Company) in which they may be authorised to invest those sums by a resolution passed at a general meeting of the Company.

(2) All sums so set apart shall be applied to the redemption at maturity of any redeemable stock for the redemption of which they have been set apart, or may, if the directors of the Company think fit, be applied in the purchase of any such stock at a price not exceeding the redemption price, and any stock so purchased shall be treated as redeemed.

28 Application of moneys

28.—All moneys raised by the Company under this Scheme, whether by the issue of stock or by borrowing, shall be applied only to the purposes to which capital is properly applicable.

29 Receipt in case of persons not sui juris.

29.—If any money is payable by the Company to a holder of stock or of a mortgage of the Company, being a minor, idiot, or lunatic, the receipt of the guardian or committee of his estate shall be a sufficient discharge to the Company.

30 Interest on money advanced beyond calls

30.—Nothing in this Scheme shall prevent the Company from paying such interest on money advanced beyond the amount of calls actually made as is in conformity with the Companies Clauses Consolidation Act, 1845, but save as aforesaid no interest or dividend shall be paid out of any capital moneys of the Company.

31 Date of ordinary meetings

31.—The ordinary meeting of the Company shall be held in the month of February or March of each year, and the first ordinary meeting of the Company shall be so held in the year One thousand nine hundred and twenty-six.

32 Quorum of meetings of company

32.—The quorum for a meeting of the Company shall be twenty stockholders (other than Debenture Stockholders) holding in the aggregate stock (other than Debenture Stock) of the Company of a nominal value of One hundred thousand pounds.

33 First directors

33.—(1) For the period commencing on the date of vesting and ending on the date of the first ordinary meeting of the Company, the Company shall be directed by a Board consisting of fifteen directors elected as follows:—

Thirteen elected prior to the date of vesting by the proprietors of the Great Southern Company from amongst the directors of such Company holding office at the time and two elected prior to the date of vesting by the proprietors of the Dublin and South Eastern Company from amongst the directors of such Company holding office at the time.

(2) The directors so elected shall hold office until the date of the first ordinary meeting and shall then retire, but any director so retiring may, if otherwise qualified, be elected as a director of the Company under the provisions hereinafter contained.

(3) In the event of a casual vacancy occurring during the said period amongst the directors, the vacancy shall be filled by a person co-opted by the other directors, being a person who was a director of the Vested Company by the proprietors of which the vacating director was elected, or if there shall be no such person available or willing to act a person being a stockholder of the Company who in the opinion of the directors of the company was immediately before the date of vesting specially concerned or interested as a stockholder or otherwise in the undertaking of that one of the Vested Companies by the proprietors of which the vacating director was elected.

(4) For the said period the remuneration of the directors elected under the provisions of this section, and of the Auditors to be nominated as hereinafter provided, may be determined by such directors and paid accordingly subject to confirmation by the proprietors at the first ordinary meeting of the Company.

34 Directors after first ordinary meeting

34.—(1) At the first ordinary meeting of the Company the proprietors shall elect a Board of Directors consisting of not less than twelve or more than fifteen persons, of whom one-third, or if their number is not a multiple of three, then the number nearest but not exceeding one-third shall be deemed to have been elected for one year, and one-third or such number nearest as aforesaid shall be deemed to have been elected for two years, and the directors who shall be deemed to have been elected for one year and two years respectively shall be selected by lot unless the directors otherwise agree.

(2) Except as otherwise herein provided, the term of office of a Director shall be three years, but on retirement a Director may, if otherwise qualified, be re-elected.

(3) The qualification of a Director shall be the possession inhis own right of ordinary stock of the Company of the nominal value of not less than £2,000.

(4) A candidate for election as a Director at a general meeting of the Company shall not be eligible to be elected unless he shall have held the prescribed amount of stock for not less than three months before the meeting at which he is a candidate for election and unless he shall have signified that he is a candidate by notice in writing to the Secretary of the Company delivered at the office of the Company at least ten days before such meeting.

(5) It shall be lawful for the Company from time to time at a general meeting to reduce or increase the number of Directors. Provided that the reduced number shall not at any time be less than twelve and the increased number shall not at any time exceed fifteen.

(6) Any casual vacancy occurring among the Directors after the first ordinary meeting of the Company shall be filled by a person co-opted by the other Directors, and any Director co-opted to fill a casual vacancy shall hold office for the same period as that for which his predecessor would have held office.

35 Chairman of Directors

35.—At the first meeting of the Directors held after the date of vesting and at the first meeting of the Directors held after each annual appointment of Directors the Directors present at such meeting shall choose one of the Directors to act as Chairman of the Board for the year following such choice and shall also if they think fit choose one or two other Directors to act as Deputy-Chairman or Deputy-Chairmen for the same period and if the Chairman or either of the Deputy-Chairmen die or resign or cease to be a Director or otherwise becomes disqualified to act the Directors present at the meeting next after the occurrence of such vacancy shall choose some other of the Directors to fill such vacancy and every person so elected as last aforesaid shall continue in office so long only as the person in whose place he may be so elected would have been entitled to continue if such death resignation removal or disqualification had not happened.

Deputy Chairman, or Deputy Chairmen.

36 Auditors

36.—There shall not be more than two auditors and for the period commencing on the date of vesting and ending on the date of the first Ordinary Meeting of the Company the Auditors shall be nominated by the Directors.

37 Closing of transfer books

37.—(1) The Directors of the Company may close the registers of transfers of stock of the Company for a period not exceeding twenty-one days previous to each Ordinary Meeting.

(2) Seven days' notice of the closing of any such registers shall be given by advertisement in some newspaper published in Dublin.

38 Powers of company as to directors, auditors, etc

38.—Except as otherwise herein provided, the choice and removal of the Directors and of the Auditors, the determination as to the remuneration of the Directors and of the Auditors, thedetermination as to the amount of money to be borrowed on mortgage, the determination as to the augmentation of capital, and the declaration of dividends other than interim dividends shall be exercised only at a General Meeting of the Company.

39 Joint holders voting

39.—(1) Where several persons are jointly entitled to and registered as holders of stock of the Company, any one of those persons may vote at any meeting of the Company either personally or by proxy, in respect of the stock, as if he were solely entitled thereto, but if more than one joint holder be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the stock shall alone be entitled to vote in respect thereof.

(2) Several executors or administrators of a deceased member, in whose name stock stands, shall for the purposes of this Section be deemed joint holders thereof.

40 Appointment of proxies

40.—The attorney of any stockholder duly authorised in writing may appoint a proxy, being a stockholder, to vote for and on behalf of the stockholder, and for that purpose may execute on behalf of the stockholder the necessary form of proxy, provided that where the stockholder is a body corporate the proxy may be any member of such body, though not personally a stockholder in the Company.

Provided that the instrument appointing the attorney shall be transmitted to the Secretary of the Company at the same time as or before the instrument appointing the proxy.

41 Compensation of directors of vested companies

41.—Each of the Vested Companies may with the consent of its proprietors provide for the payment of compensation out of its assets to the Directors of such Company who suffer loss by abolition of office.

42 Directors, etc., to continue for certain purposes

42.—Notwithstanding anything contained in this Scheme—

(a) The persons who are the Directors, Officers and Auditors of the Vested Companies respectively in office immediately before the date of vesting, or the survivors of them, shall be deemed to be in office for the purpose of the preparation and auditing of accounts and balance sheets, for the production of the same to the proprietors of the Vested Companies respectively, and for the declaration of dividends for the year ending the thirty-first day of December One thousand nine hundred and twenty-four, and for the purpose of the summoning, holding and conduct of the meetings next hereinafter mentioned.

(b) An Ordinary Meeting of each of the Vested Companies shall be held in the month of February or March One thousand nine hundred and twenty-five and the persons who on the thirty-first day of December One thousand nine hundred and twenty-four are the proprietors ofthe Vested Companies respectively shall be deemed to be proprietors of such Vested Companies respectively for the purpose of receiving the statements of accounts and declaring the dividends of such Vested Companies respectively for the year ending the thirty-first day of December One thousand nine hundred and twenty-four and for the purpose, if necessary, of determining the compensation to be paid under the provisions of this Scheme to the Directors who suffer loss by abolition of office.

43 Company to pay dividends, etc., in certain events

43.—Any dividend declared or payable and any debenture interest which but for this Scheme would have been payable by either of the Vested Companies and any compensation which the proprietors of the Vested Companies respectively may determine to be paid out of the respective assets of the Vested Companies to the Directors of the Vested Companies respectively who suffer loss by abolition of office and which dividend or interest or compensation is not paid by such Companies shall be paid by the Company.

44 Use of names of amalgamating companies

44.—During a period of twelve months commencing on the date of vesting the Company shall be entitled to carry on business in the name or names of any of the Amalgamating Companies named in the First Schedule of the Act or in the name of any absorbed Company in the said First Schedule which has been absorbed in addition to or in substitution for the name of the Company, and all contracts and engagements entered into by the Company during the said period in any such name or names shall be binding upon and enforceable by the Company.

45 Superannuation funds, etc

45.—(1) Subject to the provisions of this Section any superannuation, pension, provident widows' and orphans' or other benefit fund or funds established by any of the Amalgamating Companies named in the First Schedule of the Act (hereinafter in this Section called " the said funds ") and the respective management thereof, shall continue unaltered as if the Vested Companies had not been amalgamated until other provision is made by the Oireachtas.

(2) For the purposes of the statutory enactments and of the rules and regulations relating to the said funds, any power of the Vested Companies or the directors or any officer thereof shall be exercised by the Company or its directors or any officer thereof. and the service or employment or dismissal under or by the Company of the officers and servants of the Vested Companies who by virtue of this Scheme become officers and servants of the Company shall be deemed to be service or employment or dismissal under or by that one of the Vested Companies in whose employment the officers or servants respectively were immediately prior to the date of vesting. Provided that where under the rules of any of the said funds directors are authorised to appoint officers or servants to any Managing Committee, theDirectors of the Company in exercising such powers shall appoint officers or servants of the Company who are members of the Fund to whose Managing Committee they are appointed, or who but for the amalgamation would have been eligible for appointment to such Managing Committee.

(3) The obligations of each of the Vested Companies to their own officers and servants in respect of the said funds and in respect of the Railway Clearing System Superannuation Fund and in respect of every member of the said funds respectively and of the Railway Clearing System Superannuation Fund, whether obtaining legally or by customary practice shall be binding upon the Company.

(4) All persons who are or have been members of any of the said funds, and all persons claiming in right of any such members shall be entitled to the same benefits, rights and privileges, and subject to the same obligations whether obtaining legally or by customary practice as such persons would have been or might have become entitled or subject to if the Vested Companies had not been amalgamated.

(5) Any person in the service of either of the Vested Companies on the date of vesting not being a member of any of the said funds and who becomes an officer or servant of the Company shall so long as he remains in the service of the Company have the same right to become a member of any of the said funds as he would have had if the Vested Companies had not been amalgamated and he had remained in the service of the same Company. Save as aforesaid no person shall be entitled to become a member of any of the said funds who is not so entitled immediately before the date of vesting.

46 Commutation of compensation

46.—(1) The following provisions shall apply in respect of the commutation of compensation payable under the provisions of the Third Schedule to the Act:—

(a) The age of the applicant shall be reckoned at the age he will attain on the birthday next succeeding his application for commutation.

(b) The amount to be paid by the way of commutation shall be such a sum as would if invested on the date of the application in the purchase of an immediate life annuity through the Post Office Savings Bank of Great Britain and Northern Ireland, purchase an annuity equal to the annual amount of that part of the compensation which is the subject of the application.

(2) The Secretary of the Company shall communicate to the applicant the amount proposed to be paid by way of commutation when calculated, and the applicant shall within one month of the receipt of such communication give notice to the Company of withdrawal of his application, or that he accepts such amount or that he disputes such amount.

(3) Any such dispute shall be referred by the Company to and be determined by the standing arbitrator or Board of Arbitration whose decision shall be final.

(4) The amount to be paid by way of commutation when so agreed or determined shall be paid by the Company to the applicant. Provided that nothing in this Scheme shall be construed as preventing the commutation by agreement of the whole or any part of any such compensation.

47 For protection of Minister for Posts and Telegraphs

47.—Notwithstanding anything in this Scheme on and from the date of vesting all enactments, awards, deeds, agreements and arrangements containing provisions as between the Minister for Posts and Telegraphs and either of the Vested Companies respectively relating to the construction and maintenance of telegraphs shall continue to apply only to the system of railways, works and lands which previously to the date of vesting formed the undertaking of such Vested Company and to the Minister for Posts and Telegraphs and the Company in respect thereof.

In witness whereof, we the Railway Tribunal have hereunto affixed our seal and set our hands this first day of January, one thousand nine hundred and twenty-five.

D. J. O'BRIEN.

JOHN R. KERR.

HENRY MANGAN.

JOHN O'BRIEN,

Registrar of the Railway Tribunal.

THE FIRST SCHEDULE.

THE SECOND SCHEDULE.