Wdesk | Project Crystal Form 8-K12B


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 16, 2014

Weatherford International public limited company
(Exact name of registrant as specified in its charter)

Ireland
 
001-34258
 
98-0606750
(State or other jurisdiction of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

Bahnhofstrasse 16340 Baar, Switzerland
Not Applicable
 (Address of principal executive offices)
Zip Code

Registrant’s telephone number, including area code: +41-22-816-1522

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


                            





Item 1.01 Entry into a Material Definitive Agreement.

Supplemental Indentures

On June 17, 2014, Weatherford International plc, an Irish public limited company (“Weatherford Ireland”), Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), Weatherford International LLC, a Delaware limited liability company (“Weatherford Delaware”), and Deutsche Bank Trust Company Americas, as trustee, entered into supplemental indentures (the “Supplemental Indentures”) with respect to the following indentures, pursuant to which Weatherford Ireland became the successor to, assumed the guarantor obligations of, and was substituted for references to Weatherford International Ltd., a Swiss joint-stock corporation (“Weatherford Switzerland”), regarding Weatherford Switzerland’s liabilities and obligations under these indentures:

the Indenture, dated October 1, 2003, relating to debt securities issued by Weatherford Bermuda (as supplemented by the First Supplemental Indenture, dated March 25, 2008, the Second Supplemental Indenture, dated January 8, 2009, the Third Supplemental Indenture, dated February 26, 2009, the Fourth Supplemental Indenture, dated September 23, 2010, the Fifth Supplemental Indenture, dated April 4, 2012, the Sixth Supplemental Indenture, dated August 14, 2012, and the Seventh Supplemental Indenture, dated March 31, 2013); and

the Indenture, dated June 18, 2007, relating to debt securities issued by Weatherford Delaware (as supplemented by the First Supplemental Indenture, dated June 18, 2007, the Second Supplemental Indenture, dated February 26, 2009, the Third Supplemental Indenture, dated August 14, 2012, and the Fourth Supplemental Indenture, dated March 31, 2013).
     
The foregoing summary of the Supplemental Indentures is qualified in its entirety by reference to the full text of the Supplemental Indentures, which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Credit Facilities

On June 17, 2014, Weatherford Ireland entered into assumption agreements (the “Assumption Agreements”), pursuant to which Weatherford Ireland assumed all of Weatherford Switzerland’s liabilities and obligations with respect to the following credit agreements:

the Credit Agreement, dated October 15, 2010, among Weatherford Switzerland, Weatherford Bermuda, Weatherford Delaware, Weatherford Liquidity Management Hungary Limited Liability Company, Weatherford Capital Management Services Limited Liability Company, the lenders thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended; and

the 364-Day Term Loan Agreement, dated April 10, 2014, among Weatherford Bermuda, as borrower, Weatherford Switzerland, as guarantor, the lender’s party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The foregoing summary of the Assumption Agreements is qualified in its entirety by reference to the full text of the Assumption Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Plan Amendments

On June 16, 2014, Weatherford Ireland executed a deed poll of assumption (the “Deed Poll of Assumption”), pursuant to which Weatherford Ireland assumed the following employee benefit and compensation plans, including all options and awards issued or granted thereunder: Weatherford International Ltd. 2006 Omnibus Incentive Plan and Weatherford International Ltd. 2010 Omnibus Incentive Plan (collectively, the “Current Equity Incentive Plans”). The foregoing summary of the Deed Poll of Assumption is qualified in its entirety by reference to the full text of the Deed Poll of Assumption, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, following the Merger, Weatherford Ireland has assumed any obligations of Weatherford Switzerland under the following plans: Weatherford International Ltd. Deferred Compensation Plan for Non-Employee Directors as amended and restated effective December 31, 2008; Weatherford International, Inc. Foreign Executive Deferred Compensation Stock Plan, as amended and restated effective December 31, 2008; Weatherford International, LLC 401(k) Savings Plan; Weatherford International, Inc. 1998 Employee Stock Option Plan, as amended; Stock Option Agreement - David Butters (dated September 26, 2001); and Stock Option Agreement - Robert Rayne (dated September 26, 2001). Weatherford Ireland will administer any outstanding equity compensation awards granted under these plans and/or any obligations to be satisfied using shares of Weatherford Ireland.

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Further, in connection with the Merger, the Current Equity Incentive Plans were amended and restated as of the Effective Time (as defined below) to, among others: (i) facilitate the assumption by Weatherford Ireland of the Current Equity Incentive Plans; (ii) provide that ordinary shares of Weatherford Ireland will be issued, acquired, purchased, held, made available or used to measure benefits or calculate amounts as appropriate under the Current Equity Incentive Plans instead of registered shares of Weatherford Switzerland; and (iii) provide for the appropriate substitution of Weatherford Ireland in place of references to Weatherford Switzerland in the Current Equity Incentive Plans including renaming the Current Equity Incentive Plans. The foregoing summary of the amended Current Equity Incentive Plans is qualified in its entirety by reference to the full text of the amended Current Equity Incentive Plans, which, along with amended forms of related award agreements, are filed as Exhibits 10.4-10.9 to this Current Report on Form 8-K and are incorporated herein by reference.

In connection with the Merger, the Weatherford International Ltd. Supplemental Executive Retirement Plan (“SERP”) was amended and Weatherford Ireland has assumed Weatherford Switzerland’s obligations under the SERP. The following summary is qualified in its entirety by reference to the full text of the Third Amendment to the SERP, which is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference.

Indemnification Arrangements

The descriptions of the deeds of indemnity included under Item 5.02 are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the Supplemental Indentures and Assumption Agreements included under Item 1.01 are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information included under Item 8.01 is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders

The information included under Item 5.03 and Item 8.01 is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Election of Directors and Appointment of Officers

On June 17, 2014, effective as of the Effective Time, the directors and executive officers of Weatherford Switzerland immediately prior to the Merger (as defined below) became the directors and executive officers of Weatherford Ireland. Weatherford Ireland’s directors will be subject to re-election at the 2014 annual general meeting of Weatherford Ireland (the “2014 Annual Meeting”).

Indemnification Arrangements

In connection with the Merger, Weatherford Ireland and Weatherford Bermuda are entering into deeds of indemnity with each of our directors and certain officers of Weatherford Ireland as well as with individuals serving as directors, officers, employees, agents or fiduciaries of our subsidiaries or any other company, corporation, joint venture, trust, employee benefit plan or other entity or enterprise or by reason of anything done or not done by such person in any capacity. These arrangements provide for the indemnification of, and advancement of expenses to, these persons by Weatherford Ireland and Weatherford Bermuda, respectively, to the fullest extent permitted by law. The foregoing summary of the deeds of indemnity is qualified in its entirety by reference to the full text of the deeds of indemnity, forms of which are filed as Exhibits 10.11 and 10.12, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Employment Arrangements

In connection with the Merger, prior to the effectiveness of the Merger, Weatherford Switzerland assigned the employment agreements of its executive officers to a newly-formed, wholly-owned subsidiary. Weatherford Ireland will act as guarantor of

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such subsidiary’s obligations under the employment agreements. All of the executive officers executed a letter agreement memorializing the assignment. The foregoing summary is qualified in its entirety by reference to the full text of the assignment letter, a form of which is filed as Exhibit 10.13 to this Current Report on Form 8-K and is incorporated herein by reference.

Further to the assignment of employment agreements, Weatherford Switzerland seconded its executive officers (other than its Chief Executive Officer) to the employment of Weatherford U.S., L.P. The executive officers entered into a letter agreement with Weatherford Switzerland memorializing the secondment. The foregoing summary is qualified in its entirety by reference to the full text of the secondment letter, a form of which is filed as Exhibit 10.14 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

In connection with the Merger and effective as of the Effective Time, Weatherford Ireland amended its memorandum and articles of association. The summary of the material terms of the new memorandum and articles of association is included under the heading “Description of Weatherford Ireland Share Capital” under Item 8.01 and a comparison thereof to the terms of Weatherford Switzerland’s articles of association is included under the heading “Comparison of Shareholder Rights” in Weatherford Switzerland’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2014, and each is incorporated herein by reference. The foregoing information is qualified in its entirety by reference to the full text of Weatherford Ireland’s memorandum and articles of association, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.08. Shareholder Director Nominations.

The 2014 Annual Meeting will be held on Wednesday, September 24, 2014. Since the date of the 2014 Annual Meeting is more than 30 days after the date of Weatherford Switzerland’s 2013 annual general meeting of shareholders, in accordance with SEC regulations Weatherford Ireland is reporting a new deadline for the submission of shareholder proposals for the 2014 Annual Meeting.

Shareholders who intend to present a proposal regarding a director nomination or other matter of business at the 2014 Annual Meeting, and who desire to have those proposals included in Weatherford Ireland’s proxy statement for the 2014 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must ensure that those proposals, including any notice on Schedule 14N, are received by the Secretary at Weatherford Ireland’s executive offices in Bahnhofstrasse 16340 Baar, Switzerland on or before the close of business on June 27, 2014, which Weatherford considers to be a reasonable time before it begins to print and send its proxy materials for the 2014 Annual Meeting. Any such proposal must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for the 2014 Annual Meeting.

Shareholders who intend to submit a proposal regarding a director nomination or other matter of business at the 2014 Annual Meeting, and who do not desire to have those proposals included in Weatherford Ireland’s proxy statement and form of proxy relating to the 2014 Annual Meeting, must ensure that notice of any such proposal (including certain additional information specified in Weatherford Ireland’s articles of association) is received by the Secretary at Weatherford Ireland’s executive offices on or before the close of business on June 27, 2014.

Item 8.01 Other Events.

On June 17, 2014 (the “Effective Time”), we completed the change in our place of incorporation from Switzerland to Ireland, whereby Weatherford Ireland became the new public holding company and the parent of the Weatherford group of companies (the “Merger”). The Merger was effected through a merger agreement between Weatherford Switzerland and Weatherford Ireland, dated as of April 2, 2014 (the “Merger Agreement”), pursuant to which each registered share of Weatherford Switzerland was cancelled as consideration for the allotment of one ordinary share of Weatherford Ireland (excluding shares held by, or for the benefit of, Weatherford Switzerland or any of its subsidiaries). The foregoing information is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. On June 17, 2014, Weatherford Ireland issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The ordinary shares issued by Weatherford Ireland in the Merger were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-194993) (as amended, the “Registration Statement”) filed by Weatherford Ireland, which was declared effective by the SEC on April 17, 2014.


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Prior to the Merger, the registered shares of Weatherford Switzerland were registered pursuant to Section 12(b) of the Exchange Act and listed on the New York Stock Exchange (“NYSE”) under the symbol “WFT.” Weatherford Switzerland requested that the NYSE file with the SEC a Form 25 to remove the Weatherford Switzerland registered shares from listing on the NYSE. After the Form 25 becomes effective, Weatherford Switzerland will file a Form 15 with the SEC to terminate the registration of the Weatherford Switzerland registered shares and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, the ordinary shares of Weatherford Ireland are deemed registered under Section 12(b) of the Exchange Act and Weatherford Ireland is the successor issuer to Weatherford Switzerland. The Weatherford Ireland ordinary shares were approved for listing on the NYSE, subject to official notice of issuance, and will begin trading on June 18, 2014 under the symbol “WFT,” the same symbol under which the Weatherford Switzerland registered shares previously traded prior to the Effective Time.

Set forth below is a description of the share capital of Weatherford Ireland. For purposes of the following description, references to the “Company,” “we,” “us” and “our” refer to Weatherford Ireland.

DESCRIPTION OF WEATHERFORD IRELAND SHARE CAPITAL

The following description is a summary of our share capital. This summary does not purport to be complete and the statements in this summary are qualified in their entirety by reference to, and are subject to, the detailed provisions of the Companies Acts 1963 to 2013 of Ireland (the “Irish Companies Acts”) and our memorandum and articles of association, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. We encourage you to read those laws and documents carefully.

Capital Structure
 
Authorized Share Capital. As of June 17, 2014, our authorized share capital is €40,000 and $1,356,000 divided into €40,000 deferred ordinary shares with a nominal value of €1.00 per share and 1,356,000,000 ordinary shares with a nominal value of $0.001 per share. The authorized share capital includes €40,000 deferred ordinary shares with a nominal value of €1.00 per share in order to satisfy statutory requirements for the incorporation of all Irish public limited companies.
 
We may allot and issue shares subject to the maximum authorized share capital contained in the memorandum and articles of association. The authorized maximum may be increased or reduced by a simple majority of votes cast, in person or by proxy, at a general meeting of shareholders (referred to under Irish law as an “ordinary resolution”). We may from time to time issue shares with such preferred or deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as determined by an ordinary resolution of the shareholders.
 
Under Irish law, the board of directors of a company may issue new ordinary shares having the rights provided for in the articles of association without shareholder approval once authorized to do so by the articles of association or by an ordinary resolution adopted by the shareholders at a general meeting, subject at all times to the maximum authorized share capital. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution. Because of this requirement of Irish law, we have been authorized in our articles of association and by ordinary resolution to issue new ordinary shares having the rights provided for in the articles of association without shareholder approval for a period of five years from June 6, 2014, up to the maximum authorized, but unissued, share capital. The rights and restrictions to which the ordinary shares are subject are prescribed by our articles of association.
 
Irish law does not recognize fractional shares held of record. Accordingly, our articles of association do not provide for the issuance of fractional shares of the Company, and the official Irish register of the Company does not reflect any fractional shares.
 
Whenever an alteration or reorganization of our share capital would result in any shareholder becoming entitled to fractions of a share, our directors may, on behalf of those shareholders that would become entitled to fractions of a share arrange for the sale of the shares representing fractions and distribute the net proceeds of such sale in due proportion among the shareholders who would have been entitled to the fractions and for this purpose our directors may authorize any person to execute any instruments or other documents required to transfer the shares representing fractions to the transferee thereof. The transferee shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
 
Issued Share Capital. Our issued share capital is $773,344, comprised of approximately 773,344,409 ordinary shares with a nominal value of $0.001 per share and €7 deferred ordinary shares with a nominal value of €1.00 per share. All shares issued on completion of the Merger were issued as fully paid-up.

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Preemption Rights, Share Warrants and Options
 
Under Irish law, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, we opted out of these preemption rights in our articles of association and by special resolution as permitted under Irish law. Because Irish law requires this opt-out to be renewed every five years by a special resolution of the shareholders, this opt-out must be so renewed in accordance with Irish statutory requirements. A “special resolution” requires the approval of not less than 75% of the votes cast, in person or by proxy, at a general meeting of our shareholders at which a quorum is present. If the opt-out is not renewed, shares to be issued for cash must be offered to our existing shareholders on a pro rata basis to their existing shareholding before the shares may be issued to any new shareholders. Statutory preemption rights do not apply:
 
where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition);

to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution); or

where shares are issued pursuant to employee equity compensation plans.
 
Under Irish law, we are prohibited from allotting shares without consideration. Accordingly, at least the nominal value of the shares issued underlying any restricted share award, restricted share unit, performance share awards, bonus shares or any other share-based grants must be paid pursuant to the Irish Companies Acts.
 
Our articles of association provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which we are subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Irish Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the articles of association or an ordinary resolution of shareholders. We are subject to the rules of the NYSE and the U.S. federal tax laws that require shareholder approval of certain equity plan and share issuances. Our board of directors may issue shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant maximum authorized share capital for the time being in effect). In connection with the completion of the Merger, we assumed certain employee benefit plans that had previously been sponsored by Weatherford Switzerland and amended such plans in order to permit the issuance or delivery of ordinary shares in the capital of the Company thereunder, instead of Weatherford Switzerland shares.
 
Dividends
 
Under Irish law, dividends and distributions may only be made from distributable profits. “Distributable profits” generally means accumulated realized profits, so far as not previously utilized by distribution or capitalization, less accumulated realized losses, so far as not previously written off in a reduction or reorganization of capital, duly made, and includes reserves created by way of a court-approved share capital reduction. In addition, no distribution or dividend may be made unless our net assets are equal to, or in excess of, the aggregate of our paid-up share capital plus undistributable reserves and the distribution or dividend does not reduce our net assets below such aggregate.
 
Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which our accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed our accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.
 
The determination as to whether or not we have sufficient distributable profits to fund a dividend must be made by reference to our “relevant accounts.” The “relevant accounts” will be either the last set of unconsolidated annual audited financial statements or “initial” or “interim” financial statements properly prepared in accordance with the Irish Companies Acts, which give a “true and fair view” of our unconsolidated financial position and accord with accepted accounting practice. The relevant accounts are filed in the Companies Registration Office (the official public registry for companies in Ireland).

Although we did not have any distributable profits immediately following the Effective Time, we are taking steps to create distributable profits.
 
Our articles of association authorize the board of directors to declare dividends without shareholder approval to the extent that the declaration of such dividends appears justified by profits. Our directors may also recommend a dividend to be approved

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and declared by the shareholders at an annual general meeting and may direct that the payment be made by distribution of assets, shares or cash. No dividend may exceed the amount recommended by our directors.
 
Dividends may be declared and paid in the form of cash, property, stock or other non-cash assets and may be paid in dollars or any other currency.
 
Our directors may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to the Company in relation to the ordinary shares.
 
Share Repurchases, Redemptions and Conversions
 
Overview
 
Our articles of association provide that, unless our directors determines otherwise, any ordinary share that we have agreed to acquire shall be automatically converted into a redeemable share. Accordingly, for purposes of Irish law, the repurchase of ordinary shares by the Company may technically be effected as a redemption.
 
If our articles of association did not contain such provision, all repurchases by the Company would be subject to many of the same rules that apply to purchases of Company shares by subsidiaries described below under “Description of Weatherford Ireland Share Capital - Share Repurchases, Redemptions and Conversions - Purchases by Subsidiaries of the Company” including the shareholder approval requirements described below and the requirement that any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, references elsewhere in this Current Report to repurchasing or buying back our shares refer to the redemption of shares by the Company or the purchase of shares of the Company by a subsidiary of the Company, in each case in accordance with our memorandum and articles of association and Irish law as described below.
 
Repurchases and Redemptions by the Company
 
Under Irish law, repurchased and redeemed shares may be cancelled or held as treasury shares. The aggregate nominal value of treasury shares held by the Company at any time must not exceed 10% of the aggregate nominal value of our issued share capital. We may not exercise any voting rights in respect of any shares held as treasury shares. We may cancel treasury shares or re-issue them subject to certain conditions.
 
We may also issue redeemable shares and redeem them out of distributable profits or the proceeds of a new issue of shares for that purpose. Although we did not have any distributable profits immediately following the Effective Time, we are taking steps to create such distributable profits. We may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the aggregate nominal value of our entire issued share capital. All redeemable shares must also be fully paid-up and the terms of redemption of the shares must provide for payment on redemption. We may also be given authority to purchase our own shares on-market on a recognized stock exchange such as the NYSE or off-market with such authority to be given by its shareholders at a general meeting, which would take effect on the same terms and be subject to the same conditions as applicable to purchases by our subsidiaries.
 
Purchases by Subsidiaries of the Company
 
Under Irish law, our subsidiaries may purchase shares of the Company on-market on a recognized stock exchange such as NYSE or off-market.
 
For one of our subsidiaries to make on-market purchases of ordinary shares, our shareholders must provide general authorization for such purchase by way of ordinary resolution. However, as long as this general authority has been granted, no specific shareholder authority for a particular on-market purchase of ordinary shares by one of our subsidiaries is required. For a purchase by a subsidiary of the ordinary shares off-market, the proposed purchase contract must be authorized by special resolution of our shareholders before the contract is executed. The person whose shares are to be bought back cannot vote in favor of the special resolution, and, for at least 21 days prior to the special resolution being passed, the purchase contract must be on display or must be available for inspection by the Company’s shareholders at the registered office of the Company.
 
The number of shares in the capital of the Company held by our subsidiaries at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of our issued share capital. While a subsidiary holds shares in the capital of the Company, such subsidiary cannot exercise any voting rights in respect of those shares. The acquisition of ordinary shares by a subsidiary must be funded out of distributable profits of the subsidiary.
 

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Lien on Shares, Calls on Shares and Forfeiture of Shares
 
Our articles of association provide that we will have a first and paramount lien on every share for all moneys, whether currently due or not, payable in respect of such share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares may be forfeited. The provision is a standard inclusion in the articles of association of an Irish public limited company such as the Company and will only be applicable to our shares that have not been fully paid-up.
 
Consolidation and Division; Subdivision
 
Our articles of association provide that we may, by ordinary resolution, consolidate and divide all or any of our share capital into shares of larger nominal value than our existing shares, or subdivide our shares into smaller amounts than is fixed by our memorandum of association.
 
Reduction of Share Capital
 
We may, by ordinary resolution, effect a reduction in our authorized but unissued share capital by cancelling unissued shares. We also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel our issued share capital in any way permitted by the Irish Companies Acts.
 
Annual Meetings of Shareholders
 
As a matter of Irish law, we will be required to hold an annual general meeting at intervals of no more than 15 months from the previous annual general meeting, provided that an annual general meeting is held in each calendar year following the first annual general meeting and no more than nine months after our fiscal year-end.
 
Our articles provide that business may be properly brought before a meeting if directed by a court of competent jurisdiction or if the chairman decides in his discretion that it may be regarded as within the scope of the meeting. The provisions of our articles of association relating to general meetings shall apply to every general meeting of the holders of any class of shares.
 
As provided under Irish law, notice of an annual or extraordinary general meeting must be given to all our shareholders and to our auditors.
 
Our articles of association provide for the minimum statutory notice periods of 21 days’ notice in writing for an annual meeting or an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting.
 
Extraordinary General Meetings of Shareholders
 
As provided under Irish law, extraordinary general meetings of the Company may be convened:
 
by our directors;

on requisition of our shareholders holding not less than 10% of our paid-up share capital carrying voting rights;

on requisition of our auditors; or

in exceptional cases, by court order.
 
Extraordinary general meetings are typically held for the purpose of approving shareholder resolutions as may be required from time to time. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.
 
In the case of an extraordinary general meeting convened by our shareholders, the proposed purpose of the meeting must be set out in the requisition notice. Upon receipt of any such valid requisition notice, our directors have 21 days to convene a meeting of our shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If our directors do not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of our receipt of the requisition notice.
 

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If our directors becomes aware that our net assets are not greater than half of the amount of our called-up share capital, they must convene an extraordinary general meeting of our shareholders not later than 28 days from the date that our directors learn of this fact to consider how to address the situation (the meeting to be held within 56 days of that date).
 
Quorum for General Meetings
 
Our articles of association provide that no business shall be transacted at any general meeting unless a quorum is present. A quorum shall be two or more persons holding or representing by proxy more than 50% of the total issued voting rights of the Company’s shares, provided that if we only have one shareholder, one shareholder present in person or by proxy shall constitute a quorum.
 
Voting
 
Under our articles of association, each of our shareholders is entitled to one vote for each ordinary share that he or she holds as of the record date for the meeting. Neither Irish law nor any of our constituent document places limitations on the right of nonresident or foreign owners to vote or hold our shares.
 
Except where a greater majority is required by the Irish Companies Acts or otherwise prescribed by the articles of association, any question, business or resolution proposed at any general meeting shall be decided by an ordinary resolution (i.e., by a simple majority of the votes cast, in person or by proxy, at a general meeting, provided a quorum is present).
 
At any of our general meetings, all resolutions will be decided on a show of hands unless a poll is demanded by:
 
the chairman;

at least three shareholders present in person or by proxy;

any shareholder or shareholders present in person or proxy and holding not less than one-tenth of the total voting rights of all shareholders having the right to vote at such meeting; or

any shareholder or shareholders holding shares in the capital of the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid-up equal to not less than one tenth of the total sum paid-up on all the shares conferring that right.
 
Irish law requires approval of certain matters by “special resolutions” of the shareholders at a general meeting (i.e., by not less than 75% of the votes cast, in person or by proxy, at a general meeting, provided a quorum is present). Examples of matters requiring special resolutions include:
 
amending our objects or memorandum of association;

amending our articles of association;

approving a change of our name;

authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

opting out of preemption rights on the issuance of new shares;

re-registration of the Company from a public limited company to a private company;

variation of class rights attaching to classes of shares (where the memorandum or articles of association do not provide otherwise);

repurchase of our own shares off-market;

reduction of our issued share capital;

sanctioning a compromise/scheme of arrangement;

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resolving that we be wound-up by the Irish courts;

resolving in favor of a shareholders’ voluntary winding-up; and

setting the re-issue price of treasury shares.
 
Variation of Rights Attaching to a Class or Series of Shares
 
As a matter of Irish law, unless the memorandum or articles of association provide otherwise, any variation of class rights attaching to our issued shares must be approved: (i) in writing by the holders of 75% or more of the issued shares in that class or (ii) with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class; provided that, if the relevant class of holders has only one holder, that person present in person or by proxy shall constitute the necessary quorum.
 
Inspection of Books and Records
 
Under Irish law, shareholders have the right to:
 
receive a copy of our memorandum and articles of association and any act of the Irish government that alters our memorandum of association;

inspect and obtain copies of the minutes of our general meetings and resolutions;

inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers we maintain;

receive copies of balance sheets and directors’ and auditors’ reports that have previously been sent to shareholders prior to an annual general meeting; and

receive balance sheets of any of our subsidiaries that have previously been sent to shareholders prior to an annual general meeting for the preceding 10 years.

The auditors’ report must be circulated to the shareholders with our financial statements prepared in accordance with Irish law 21 days before the annual general meeting.
 
Acquisitions
 
There are two principal methods used to acquire listed Irish public companies: (i) a takeover offer; or (ii) a scheme of arrangement. Each method is subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules made thereunder. See “Anti-Takeover Measures” below.
 
Under a takeover offer, the bidder will make a general offer to the target shareholders to acquire their shares. The offer must be conditional on the bidder acquiring, or having agreed to acquire (pursuant to the offer, or otherwise) securities conferring more than 50% of the voting rights of the target. The bidder may require any remaining shareholders to transfer their shares on the terms of the offer (i.e., a “squeeze out”) if it has acquired, pursuant to the offer, not less than a specific percentage of the target shares to which the offer relates. The percentage for companies listed on regulated markets in the European Economic Area (“EEA”) is 90%. As we are not listed on an EEA regulated market (NYSE only), the relevant applicable percentage for us is 80%. Dissenting shareholders have the right to apply to the High Court of Ireland for relief.
 
A scheme of arrangement is a statutory procedure which can be utilized to acquire an Irish company. A scheme of arrangement involves the target company putting an acquisition proposal to its shareholders, which can be (i) a transfer scheme, pursuant to which their shares are transferred to the bidder in return for the relevant consideration or (ii) a cancellation scheme, pursuant to which their shares are cancelled in return for the relevant consideration, with the result in each case that the bidder will become the 100% owner of the target company. A scheme of arrangement requires the approval of a majority in number of the shareholders of each class, representing not less than 75% of the shares of each class, present and voting, in person or by proxy, at a general, or relevant class, meeting of the target company. The scheme also requires the sanction of the High Court of Ireland. Subject to the requisite shareholder approval and sanction of the High Court, the scheme will be binding on all shareholders. Dissenting shareholders have the right to appear at the High Court hearing and make representations in objection to the scheme.

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There is also a statutory procedure under the European Communities (Cross-Border Mergers) Regulations 2008 whereby a variety of business combinations between Irish companies and other EEA incorporated companies (including mergers) can be effected, although, to date, it has been rarely used for listed public company acquisitions. Among other matters, a cross border merger will require the approval of not less than 75% of the votes cast, in person or by proxy, at a general meeting together with the sanction of the High Court of Ireland.
 
Appraisal Rights
 
Under a takeover offer, the bidder may require any remaining shareholders to transfer their shares on the terms of the offer (i.e., a “squeeze out”) if it has acquired, pursuant to the offer, not less than 80% of the target shares to which the offer relates (in the case of a company that is not listed on an EEA regulated market). Dissenting shareholders have the right to apply to the High Court of Ireland for relief.
 
A scheme of arrangement which has been approved by the requisite shareholder majority and sanctioned by the High Court of Ireland will be binding on all shareholders. Dissenting shareholders have the right to appear at the High Court hearing and make representations in objection to the scheme.
 
Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish public limited company such as our Company and a company incorporated in the EEA, a shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% of the shares are held by the other party to the merger, has the right to request that the company acquire his or her shares for cash at a price determined in accordance with the share exchange ratio set out in the merger agreement.

Disclosure of Interests in Shares
 
Under the Irish Companies Acts, there is a notification requirement for shareholders who acquire or cease to be interested in 5% of the shares of an Irish public limited company. A shareholder therefore must make such a notification to the Company if, as a result of a transaction, the shareholder will be interested in 5% or more of the relevant share capital of the Company; or if, as a result of a transaction, a shareholder who was interested in more than 5% of the relevant share capital of the Company ceases to be so interested. Where a shareholder is interested in more than 5% of the relevant share capital of the Company (i.e., voting shares), any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction, must be notified to the Company.
 
The relevant percentage figure is calculated by reference to the aggregate nominal value of the shares in which the shareholder is interested as a proportion of the entire nominal value of our ordinary share capital. Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the previous whole number. All such disclosures should be notified to the company within five business days of the alteration of the shareholder’s interests that gave rise to the requirement to notify.
 
Where a person fails to comply with the notification requirements described above, no right or interest of any kind whatsoever in respect of any shares in the Company, held by such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the High Court of Ireland to have the rights attaching to the shares concerned reinstated.
 
In addition to the above disclosure requirement, under the Irish Companies Acts, we may, by notice in writing, require a person whom we know or have reasonable cause to believe, to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been, interested in shares comprised in our relevant share capital: (i) to indicate whether or not it is the case and (ii) where such person holds or has during that time held an interest in our shares, to give such further information as we may require, including particulars of such person’s own past or present interests in the shares. Any information given in response to the notice is required to be given in writing within such reasonable time as we may specify in the notice.
 
Where such a notice is served by us on a person who is or was interested in our shares and that person fails to give us any of the requested information within the reasonable time specified, we may apply to the High Court of Ireland for an order directing that the affected shares be made subject to certain restrictions. Under the Irish Companies Acts, the restrictions that may be placed on the shares by the High Court of Ireland are as follows:
 
any transfer of those shares, or, in the case of unissued shares, any transfer of the right to be issued with shares and any issue of shares, shall be void;

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no voting rights shall be exercisable in respect of those shares;

no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

no payment shall be made of any sums due from the Company on those shares, whether in respect of capital or otherwise.

Where the shares are subject to these restrictions, the High Court of Ireland may order the shares to be sold and may also direct that the shares shall cease to be subject to these restrictions.
 
Anti-Takeover Measures
 
A transaction in which a third party seeks to acquire 30% or more of our voting rights will be subject to the Irish Takeover Panel Act 1997, as amended, and the Irish Takeover Rules made thereunder.
 
The Irish Takeover Rules regulate the conduct of takeovers of, and certain other transactions affecting, Irish public companies listed on certain stock exchanges (including the NYSE). The Irish Takeover Rules are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in the case of multiple bidders, that there is a level playing field.
 
The Irish Takeover Rules are based on the following general principles which will apply to the conduct of takeovers:
 
all holders of securities of the target company should be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

the holders of the securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the target company must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the target company’s places of business;

the board of the target company must act in the interests of the Company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

false markets must not be created in the securities of the target company, the bidder or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;

a bidder must announce an offer only after ensuring that he or she can fulfill in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration;

a target company must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities; and

a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.
 
The Irish Takeover Rules include mandatory bid rules, share dealing restrictions, confidentiality objections and restrictions on frustrating actions. In particular, the board of directors of a target is not permitted without shareholder approval at a duly convened general meeting to take certain actions which might frustrate a takeover once the board has received an approach which may lead to an offer or has reason to believe an offer is, or may be, imminent.
 
Irish law does not expressly authorize or prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover measure, although the ability of the board of directors to do so would be subject to their fiduciary duties and, during the course of an offer, the Irish Takeover Rules. However, there is no directly relevant case law on this issue.
 

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Corporate Governance
 
Our articles of association allocate authority over the day-to-day management of the Company to the board of directors. The board of directors may then delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee, consisting of such person or persons (whether directors or not) as it thinks fit, but regardless, the board of directors will remain responsible, as a matter of Irish law, for the proper management of our affairs. Committees may meet and adjourn as they determine proper. Unless otherwise determined by the board of directors, the quorum necessary for the transaction of business at any committee meeting shall be a majority of the members of such committee then in office unless the committee shall consist of one or two members, in which case one member shall constitute a quorum.
 
Legal Name; Formation; Fiscal Year; Registered Office
 
Our current legal and commercial name is Weatherford International public limited company. We were incorporated in Ireland on March 3, 2014 as a private limited company with registration number 540406, and re-registered as a public limited company on May 29, 2014. Our fiscal year ends on December 31st and our registered address is 70 Sir Rogerson’s Quay, Dublin 2, Ireland.
 
Appointment of Directors
 
Our articles of association provide that the number of directors will not be less than three nor more than 14, subject to (i) automatic increases to accommodate the exercise of the rights of holders of any class or series of shares in issue having special rights to nominate or appoint directors in accordance with the terms of issue of such class or series and/or (ii) any resolution passed increasing the number of directors. The authorized number of directors (within such fixed maximum and fixed minimum numbers) is determined by our directors.
 
At each annual general meeting of our shareholders, all of our directors serving on the board of directors shall retire from office and be re-eligible for re-election. Upon the resignation or termination of office of any director, if a new director shall be appointed to the board he will be designated to fill the vacancy arising.
 
No person shall be appointed as a director unless nominated as follows:
 
by the affirmative vote of two-thirds of our board of directors;

with respect to election at an annual general meeting, by any shareholder who holds ordinary shares or other shares in the capital of the Company carrying the general right to vote at our general meetings, who is a shareholder at the time of the giving of the notice and at the time of the relevant annual general meeting and who timely complies with the notice procedures set out in our articles of association;

with respect to election at an extraordinary general meeting requisitioned in accordance with section 132 of the Irish Companies Act 1963, by any shareholder or shareholders who holds ordinary shares or other shares in the capital of the Company carrying the general right to vote at our general meetings and who makes such nomination in the written requisition of the extraordinary general meeting and timely complies with the notice procedures set forth in our articles of association; or

by holders of any class or series of our shares then in issue having special rights to nominate or appoint directors in accordance with the terms of issue of such class or series, but only to the extent provided in such terms of issue.

Directors shall be appointed as follows:

by our shareholders by ordinary resolution at the annual general meeting in each year or at any extraordinary general meeting called for the purpose;

by our board in accordance with our articles of association; and

so long as there is in office a sufficient number of directors to constitute a quorum of the board in accordance with our articles of association, our directors shall have the power at any time and from time to time to appoint any person to be director, either to fill a vacancy in the board or as an addition to the existing directors provided that the total number of directors shall not at any time exceed the maximum number provided for in the articles of association.

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Removal of Directors
 
Under the Irish Companies Acts and notwithstanding anything contained in our memorandum and articles of association or in any agreement between the Company and a director, shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term, at a shareholders’ meeting at which the director is entitled to be heard. Our articles of association provide that we may, by ordinary resolution, remove any director before the expiration of his period of office notwithstanding anything in any agreement between the Company and the removed director. The power of removal is without prejudice to any claim for damages for breach of contract (e.g., employment contract) that the director may have against the Company in respect of his removal.
 
Duration; Dissolution; Rights upon Liquidation
 
Our duration of existence will be unlimited. We may be dissolved and wound-up at any time by way of a shareholders’ voluntary winding-up or a creditors’ winding-up. In the case of a shareholders’ voluntary winding-up, a special resolution of shareholders is required. We may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where we have failed to file certain returns.
 
The rights of our shareholders to a return of our assets on dissolution or winding-up, following the settlement of all claims of creditors, may be prescribed in our articles of association. If the our articles of association contain no specific provisions in respect of a dissolution or winding-up, then, subject to the priorities of any creditors, the assets will be distributed to our shareholders in proportion to the paid-up nominal value of the shares held. Our articles of association provide that the ordinary shareholders of the Company are entitled to participate pro rata in a winding‑up.
 
Stock Exchange Listing
 
Immediately following the Effective Time, our ordinary shares became listed on the NYSE under the symbol “WFT,” the same symbol under which Weatherford Switzerland registered shares were previously listed. We do not plan for our ordinary shares to be listed on the SIX Swiss Exchange, the NYSE Euronext-Paris or the Irish Stock Exchange at the present time.
 
No Liability for Further Calls or Assessments
 
The shares issued in the Merger were duly and validly issued as fully paid-up.
 
Transfer and Registration of Shares
 
Our register of members (our “Official Share Register”), which we are required to maintain under the Irish Companies Acts, will be maintained by our transfer agent. Registration in the Official Share Register will be determinative of membership of the Company. A person who holds shares beneficially will not have his, or her, name entered in the Official Share Register, and for the purposes of Irish law, will not be the registered holder of such shares. Instead, any depository or other nominee whose name is entered in the Official Share Register will be the registered holder of such shares. Accordingly, a transfer of shares from a person who holds shares beneficially to a person who also holds shares beneficially through a depository or other nominee will not be registered in Official Share Register, as the depository or other nominee will remain the registered holder of such shares.

A written instrument of transfer is generally required under Irish law in order to effect a transfer of the registered interest in shares and update the Official Share Register. Accordingly, a written instrument of transfer will be required for transfers of shares: (i) from a registered holder of shares to any other person; (ii) from a person who holds shares beneficially (where the registered interest is held by the depository or other nominee) to another person who wishes, on transfer, to be registered as the registered holder of such shares; (iii) from a person who holds shares beneficially to another person who also wishes, on transfer, to hold such shares beneficially but where the transfer involves a change in the depository or other nominee that is the registered holder of the shares to be transferred; or (iv) by a registered holder into his or her own broker account (or vice versa).

Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer in our Official Share Register. However, a registered holder may transfer shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty, provided that there is no change in the beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a subsequent sale of the shares to a third party.

Any transfer of our shares that is subject to Irish stamp duty will not be registered in the name of the transferee unless an instrument of transfer is duly stamped and provided to our transfer agent. Our articles of association allow us, in our absolute

14



discretion, to create an instrument of transfer and pay (or procure the payment of) any stamp duty payable by a transferee. In the event of any such payment, we (on our own behalf or on behalf of our affiliates) are entitled to (i) seek reimbursement from the transferee or transferor (at our discretion), (ii) set-off the amount of the stamp duty against future dividends payable to the transferee, and (iii) claim a lien against our shares on which we have paid stamp duty. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in our shares has been paid unless one or both of such parties is otherwise notified by us.

Our articles of association delegate to our secretary, any assistant secretary or a relevant authorized delegate the authority to execute an instrument of transfer on behalf of a transferor.

To help ensure that our Official Share Register is regularly updated to reflect trading of our shares occurring through electronic systems, we intend to regularly produce such instruments of transfer as may be required to effect any transfers of registered interests in shares. These may involve transactions for which we pay stamp duty, subject to the reimbursement and set-off rights described above. In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of transfer (and may request a form of instrument of transfer from us for this purpose) or request that we execute an instrument of transfer on behalf of the transferring party in a form determined by us. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent required) and then provide it to our transfer agent, the transferee named therein will be registered as the registered holder of the relevant shares on our Official Share Register (subject to the matters described below).

The registration of transfers may be suspended by our directors at such times and for such period, not exceeding in the whole 30 days in each year, as our directors may from time to time determine.


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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description

2.1
Merger Agreement dated April 2, 2014, between Weatherford Switzerland and Weatherford Ireland (incorporated by reference to Exhibit 2.1 to Weatherford Switzerland’s Current Report on Form 8-K filed April 2, 2014 (File No. 1-31339)

3.1
Memorandum and Articles of Association of Weatherford International public limited company

4.1
Eighth Supplemental Indenture, dated June 17, 2014, among Weatherford Ireland, Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of October 1, 2003

4.2
Fifth Supplemental Indenture, dated June 17, 2014, among Weatherford Ireland, Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of June 18, 2007

10.1
Assumption Agreement dated June 17, 2014, executed by Weatherford Ireland, relating to the Credit Agreement dated October 15, 2010

10.2
Assumption Agreement dated June 17, 2014, executed by Weatherford Ireland, relating to the 364-Day Term Loan Agreement dated April 10, 2014

10.3
Deed Poll of Assumption, dated June 16, 2014, executed by Weatherford Ireland

10.4
Weatherford International plc 2006 Omnibus Incentive Plan (as Amended and Restated)

10.5
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2006 Omnibus Incentive Plan

10.6
Weatherford International plc 2010 Omnibus Incentive Plan (as Amended and Restated)

10.7
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2010 Omnibus Incentive Plan

10.8
Form of Performance Unit Award Agreement pursuant to Weatherford International plc 2010 Omnibus Incentive Plan

10.9
Form of Restricted Share Unit Award Agreement - U.K. pursuant to Weatherford International plc 2010 Omnibus Incentive Plan

10.10
Third Amendment to the Weatherford International Ltd. Supplemental Executive Retirement Plan (as Amended on June 16, 2014)

10.11
Form of Deed of Indemnity of Weatherford Ireland, dated June 17, 2014, entered into by each director of Weatherford Ireland and each of the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

10.12
Form of Deed of Indemnity of Weatherford Bermuda, dated June 17, 2014, entered into by each director of Weatherford Ireland and each of the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

10.13
Form of Employment Agreement Assignment Letter entered into on June 16, 2014, by Weatherford Management Company Switzerland LLC, Weatherford Switzerland, Weatherford Ireland and the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

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10.14
Form of Secondment Letter, entered into on June 16, 2014, by Weatherford Switzerland, Weatherford U.S., L.P. and the following executive officers of Weatherford Ireland: Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

99.1
Press release dated June 17, 2014


17



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
WEATHERFORD INTERNATIONAL plc.
Date: June 17, 2014
 
 
/s/ Alejandro Cestero
 
Alejandro Cestero
 
Vice President, Co-General Counsel
and Corporate Secretary







INDEX TO EXHIBITS

Exhibit No.
Description

2.1
Merger Agreement dated April 2, 2014, between Weatherford Switzerland and Weatherford Ireland (incorporated by reference to Exhibit 2.1 to Weatherford Switzerland’s Current Report on Form 8-K filed April 2, 2014 (File No. 1-31339)

3.1
Memorandum and Articles of Association of Weatherford International public limited company

4.1
Eighth Supplemental Indenture, dated June 17, 2014, among Weatherford Ireland, Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of October 1, 2003

4.2
Fifth Supplemental Indenture, dated June 17, 2014, among Weatherford Ireland, Weatherford Bermuda, Weatherford Delaware and Deutsche Bank Trust Company Americas, as trustee, to the indenture dated as of June 18, 2007

10.1
Assumption Agreement dated June 17, 2014, executed by Weatherford Ireland, relating to the Credit Agreement dated October 15, 2010

10.2
Assumption Agreement dated June 17, 2014, executed by Weatherford Ireland, relating to the 364-Day Term Loan Agreement dated April 10, 2014

10.3
Deed Poll of Assumption, dated June 16, 2014, executed by Weatherford Ireland

10.4
Weatherford International plc 2006 Omnibus Incentive Plan (as Amended and Restated)

10.5
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2006 Omnibus Incentive Plan

10.6
Weatherford International plc 2010 Omnibus Incentive Plan (as Amended and Restated)

10.7
Form of Restricted Share Unit Award Agreement pursuant to Weatherford International plc 2010 Omnibus Incentive Plan

10.8
Form of Performance Unit Award Agreement pursuant to Weatherford International plc 2010 Omnibus Incentive Plan

10.9
Form of Restricted Share Unit Award Agreement - U.K. pursuant to Weatherford International plc 2010 Omnibus Incentive Plan

10.10
Third Amendment to the Weatherford International Ltd. Supplemental Executive Retirement Plan (as Amended on June 16, 2014)

10.11
Form of Deed of Indemnity of Weatherford Ireland, dated June 17, 2014, entered into by each director of Weatherford Ireland and each of the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

10.12
Form of Deed of Indemnity of Weatherford Bermuda, dated June 17, 2014, entered into by each director of Weatherford Ireland and each of the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

10.13
Form of Employment Agreement Assignment Letter entered into on June 16, 2014, by Weatherford Management Company Switzerland LLC, Weatherford Switzerland, Weatherford Ireland and the following executive officers of Weatherford Ireland: Bernard J. Duroc-Danner, Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills






10.14
Form of Secondment Letter, entered into on June 16, 2014, by Weatherford Switzerland, Weatherford U.S., L.P. and the following executive officers of Weatherford Ireland: Krishna Shivram, Dharmesh Mehta, William B. Jacobson, Alejandro Cestero and Douglas M. Mills

99.1
Press release dated June 17, 2014




Wdesk | Exhibit 3.1 Memorandum and Articles of Association


EXHIBIT 3.1

COMPANIES ACTS 1963 TO 2013

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

-of-

WEATHERFORD INTERNATIONAL PUBLIC LIMITED COMPANY
(the “Company”)

(Adopted on 3 March 2014 and amended by special resolutions passed on 31 March 2014, 27 May 2014 and 29 May 2014)


1.
The name of the company is Weatherford International public limited company.

2.
The Company is to be a public limited company.

3.
The objects for which the Company is established are:
3.1

(a)
To carry on the business of a holding company and to co-ordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on, in all branches and business locations, the business of a management services company, to act as managers and to direct or co-ordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the board of directors of the Company and to exercise its powers as a shareholder, whether direct or indirect, of other companies.
(b)
To acquire, hold, administer, control, sell and transfer equity securities in entities in Ireland and abroad, either directly or indirectly, in particular in entities which are active in the fields of providing services, financing, licensing, leasing, manufacturing and all other activities with respect to the acquisition and production of natural energy and to do all things usually dealt in by persons carrying on the above mentioned businesses or likely to be required in connection with any of the said businesses.

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(c)
To engage in any commercial, financial or other activities which are, directly or indirectly, related to the purpose or objects of the Company.
(d)
To generally engage in all types of transactions and take all measures that appear appropriate to promote, whether directly or indirectly, the purpose or objects of the Company and/or the general interest of the Company or the group of companies to which the Company belongs, or that are related thereto.
(e)
To participate in the financing, including by means of the providing of guarantees, support, security and sureties of any kind, of other entities of the group of companies to which the Company belongs in the general interest of such group.
(f)
To take-over all assets and liabilities of Weatherford International Ltd., a joint-stock corporation organized under the laws of Switzerland (“WIL Swiss”), by way of an international (cross-border) merger without liquidation of WIL Swiss in compliance with, inter alia, Art. 3 et seq. Swiss Act on Merger, Demerger, Transformation and Transfer of Assets and Art. 163b and Art. 163c Swiss Private International Law Act and also applicable laws of Ireland, and to do and take all such things, measures, acts and actions (including, but not limited to, entering into agreements, contracts, deeds and other documents or instruments and giving undertakings, covenants, representations, warranties, indemnities, guarantees and other commitments and promises) as the Company considers may be necessary or required in connection therewith, or conducive or incidental thereto.
3.2
To acquire shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description, by original subscription, tender, purchase, exchange or otherwise and to subscribe for the same either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof.
3.3
To facilitate, effect, and encourage the creation, issue or conversion of, and to offer for public or private subscription, tender, purchase or exchange, shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description of the Company, of any member of the group to which the Company belongs or of any other person and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.
3.4
To purchase or by any other means acquire any freehold, leasehold or other property and real estate and in particular lands, tenements and hereditaments of any tenure, whether subject or not to any charges or encumbrances, for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property and real estate, and any buildings, factories, mills, works, wharves, roads, rigs, machinery, engines, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may conveniently be used with, or may enhance the value or property of the Company, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any such freehold, leasehold, or other property and real estate, lands, tenements or hereditaments, rights, privileges or easements.

2




3.5
To establish and contribute to any scheme (including any share option scheme or similar scheme) for the purchase of shares in the Company to be held for the benefit of the Company’s directors, employees and consultants and to lend or otherwise provide money to such schemes or the directors, employees and consultants of the Company or any of its subsidiaries or associated companies to enable them to purchase shares of the Company, in each case subject to applicable law.
3.6
To sell, lease, exchange, grant, convey, transfer or otherwise dispose of any or all of the property and real estate, investments or assets of the Company of whatever nature or tenure for such price, consideration, sum or other return whether equal to or less than the market value thereof and whether by way of gift or otherwise as the Directors shall deem fit and to grant any fee farm grant or lease or to enter into any agreement for letting or hire of any such property or asset for a rent or return equal to or less than the market or rack rent therefor or at no rent and subject to or free from covenants and restrictions as the Directors shall deem appropriate.
3.7
To acquire and undertake the whole or any part of the business, good-will and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which this Company is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description that may be agreed upon, and to hold and retain or sell, mortgage or deal with any shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description so received.
3.8
To apply for, register, purchase, acquire, sell, lease, hold, use, administer, control, license or otherwise deal with any patents, brevets d’invention, copyrights, trademarks, licences, technical and industrial know-how, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other inventing information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.
3.9
To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as to, directly or indirectly, benefit the Company.
3.10
To incorporate or cause to be incorporated any one or more subsidiaries (within the meaning of section 155 of the Companies Act 1963, as amended) for the purpose of carrying on any business.
3.11
To invest and deal with the moneys of the Company not immediately required upon such securities and in such manner as may from time to time be determined.
3.12
To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, and the repayment of the capital and principal of, and dividends, interest or premiums

3



payable on, any stock, shares and securities of any company, whether having objects similar to those of this Company or not, and to give all kinds of indemnities.
3.13
To enter into, invest or engage in, acquire, hold or dispose of any financial instruments or risk management instruments, whether or not of a type currently in existence, and currency exchange, interest rate or commodity or index linked transactions (whether in connection with or incidental to any other contract, undertaking or business entered into or carried on by the Company or whether as an independent object or activity), including securities in respect of which the return or redemption amount is calculated by reference to any index, price or rate, monetary and financial instruments of all kinds, futures contracts, swaps and hedges (including credit default, interest rate and currency swaps and hedges of any kind whatsoever), options contracts, contracts for differences, commodities (including bullion and other precious metals), forward rate agreements, debentures, debenture stock, warrants, commercial paper, promissory notes, mortgage backed securities, asset backed securities, dealings in foreign currency, spot and forward rate exchange contracts, caps, floors, collars, and any other foreign exchange, interest rate or commodity or index linked arrangements, and such other instruments whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other purpose and to enter into any contract for and to exercise and enforce all rights and powers conferred by or incidental, directly or indirectly, to such transactions or the termination of any such transactions.
3.14
To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (both present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of, and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of, any person, firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act 1963, as amended, or a subsidiary as therein defined of any such holding company or otherwise associated with the Company in business.
3.15
To borrow or raise finance or secure the payment of money in such manner as the Company shall think fit, and in particular by the provision of a guarantee or by the issue of shares, stocks, debentures, debenture stock, notes, loan notes, loan stock, bonds, obligations and other securities of all kinds, either perpetual or terminable and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing by trust deed, mortgage, charge, or lien upon the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by a similar trust deed, mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake.
3.16
To carry on the business of financing and re-financing whether asset based or not (including financing and re-financing of financial assets), including managing financial assets with or without security in whatever currency including financing or re-financing by way of loan, acceptance credits, commercial paper, euro medium term bonds, euro bonds, asset-backed securities, securitisation, synthetic securitisation, collateralised debt obligations, bank placements, leasing, hire purchase, credit sale, conditional sale, factoring, forfeiting, invoice discounting, note issue facilities, project financing, bond issuances, participation and syndications, assignment, novation, factoring, discounting, participation, sub-participation, derivative contracts, securities/stock lending contracts, repurchase agreements or other appropriate methods of finance and to discount mortgage receivables, loan receivables and lease rentals for persons wherever situated in any currency whatsoever, and to do all of the foregoing as principal, agent or broker.

4



3.17
To draw, make, accept, endorse, discount, execute, negotiate and issue promissory notes, bills of exchange, bills of lading, warrants, indentures, debentures and other negotiable or transferable instruments.
3.18
To subscribe for, take, purchase or otherwise acquire, hold, sell and transfer shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description of, or other interests in, any other company or person.
3.19
To hold in trust as trustees or as nominees and to deal with, manage and turn to account, any real or personal property of any kind, and in particular shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other securities of any description, policies, book debts, claims and choses in actions, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in real or personal property, and any claims against such property or against any person or company.
3.20
To constitute any trusts with a view to the issue of preferred and, deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue dispose of or hold any such preferred, deferred or other special stocks or securities.
3.21
To give any guarantee in relation to the payment of any debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations or other securities of any description and to guarantee the payment of interest thereon or of dividends on any stocks or shares of any company.
3.22
To construct, erect and maintain buildings, houses, flats, shops and all other works, erections, and things of any description whatsoever either upon the lands acquired by the Company or upon other lands and to hold, retain as investments or to sell, let, alienate, mortgage, charge or deal with all or any of the same and generally to alter, develop and improve the lands and other property of the Company.
3.23
To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company including Directors and ex-Directors of the Company or any of its subsidiary or associated companies and the wives, widows and families, dependents or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise.
3.24
To remunerate by cash payments or allotment of shares or securities of the Company credited as fully paid up or otherwise any person or company for services rendered or to be rendered to the Company or any member of the group to which the Company belongs, whether in the course of employment with the Company or any group company or the conduct or the management of the business of the Company or any group company or in placing or assisting to place or guaranteeing the placing of any of the shares or other securities of the Company’s, or any group company’s capital, or any debentures or other securities of the Company or any group company or in or about the formation or promotion of the Company or any group company.

5



3.25
To enter into and carry into effect any arrangement for joint working in business or for sharing of profits or for amalgamation with any other company or association or any partnership or person carrying on any business within the objects of the Company.
3.26
To distribute in specie or as otherwise may be resolved all or any portion of the assets of the Company among its members and in particular the shares, debentures or other securities of any other company belonging to this Company or of which this Company may have the power of disposing.
3.27
To vest any real or personal property, rights or interest acquired or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.
3.28
To transact or carry on any business which may seem to be capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.
3.29
To accept stock or shares in or indentures, debentures, mortgages or securities of any other company in payment or part payment for any services rendered or for any sale made to or debt owing from any such company, whether such shares shall be wholly or partly paid up.
3.30
To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue shares as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.
3.31
To procure the Company to be registered or recognized in Ireland or in any foreign country or in any colony or dependency of any such foreign country or that the central management and control and/or place of effective management of the Company be located in any country, and to establish branches offices, places of business or subsidiaries in Ireland or any such foreign country or in any colony or dependency of any such foreign country.
3.32
To do all or any of the matters hereby authorised in any part of the world or in conjunction with or as trustee or agent for any other company or person or by or through any factors, trustees or agents.
3.33
To make gifts or grant bonuses to the Directors or any other persons who are or have been in the employment of the Company including substitute and alternate directors.
3.34
To do all such other things that the Company may consider incidental or conducive to the attainment of the above objects or as are capable of being conveniently carried on in connection therewith.
3.35
To carry on any business which the Company may lawfully engage in and to do all such things incidental or conducive to the business of the Company.
3.36
To make or receive gifts by way of capital contribution or otherwise.
3.37
To reduce its share capital in any manner permitted by law.
3.38
To the extent permitted by law, to give whether directly or indirectly, any kind of financial assistance for the purpose of, or in connection with, the purchase of, or subscription for, shares, stocks, debentures, debenture stock, indentures, notes, loan notes, loan stock, bonds, obligations and other

6



securities of any description of the Company or of any body corporate which is at any given time the Company’s holding company.
3.39
To do and take all such things, measures, acts and actions (including, but not limited to, entering into agreements, contracts, deeds and other documents or instruments and giving undertakings, covenants, representations, warranties, indemnities and other commitments and promises) as the Company considers may be necessary or required in connection with, or incidental or conducive to, attainment of the above objects, or any of them.
3.40
The objects set forth in any sub-clause of this clause shall be regarded as independent objects and shall not, except, where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other sub-clause, or by the name of the Company. None of such sub-clauses or the objects therein specified or the powers thereby conferred shall be deemed subsidiary or auxiliary merely to the objects mentioned in the first sub-clause of this clause, but the Company shall have full power to exercise all or any of the powers conferred by any part of this clause in any part of the world notwithstanding that the business, property or acts proposed to be transacted, acquired or performed do not fall within the objects of the first sub-clause of this clause.
NOTE:
It is hereby declared that the word “company” in this clause, except where used in reference to this Company shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere and the intention is that the objects specified in each paragraph of this clause shall except where otherwise expressed in such paragraph be in no way limited or restricted by reference to or inference from the terms of any other paragraph.
4.
The liability of the members is limited.
5.
The share capital of the Company is €40,000 and US$1,356,000 divided into 40,000 deferred ordinary shares of €1.00 each, and 1,356,000,000 ordinary shares of US$0.001 each.
6.
The shares forming the capital, increased or reduced, may be increased or reduced and be divided into such classes and issued with any special rights, privileges and conditions or with such qualifications as regards preference, dividend, capital, voting or other special incidents, and be held upon such terms as may be attached thereto or as may from time to time be provided by the original or any substituted or amended articles of association and regulations of the Company for the time being, but so that where shares are issued with any preferential or special rights attached thereto such rights shall not be alterable otherwise than pursuant to the provisions of the Company’s articles of association for the time being.

7



We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.
Names, Addresses and Descriptions of Subscribers
Number of Shares Taken by each Subscriber

Alejandro Cestero
For and on behalf of
WEATHERFORD INTERNATIONAL LTD.
Alpenstrasse 15, Zug 6300
Switzerland

Body Corporate
1 (One)
Total shares taken
1 (One)
Dated 27 day of February 2014

Witness to the above signatures:

Name: Coralie Brunet
Address: 4-6 Rue Jean François Bartholon, 1204,
Geneva, Switzerland
Occupation: Office Manager


8



COMPANIES ACTS 1963 TO 2013

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

-of-

WEATHERFORD INTERNATIONAL PUBLIC LIMITED COMPANY
(the “Company”)

(Adopted by special resolution passed on 29 May 2014)

Preliminary

1.
The regulations contained in Table A in the First Schedule to the Companies Act 1963 shall not apply to the Company.
2.

2.1
In these articles:
1983 Act
 
the Companies (Amendment) Act 1983.
 
 
1990 Act
 
means the Companies Act 1990.
 
Act
 
means the Companies Act 1963.
 
 
Acts
 
means the Companies Acts 1963 to 2013, and all statutory instruments which are to be read as one with, or construed, or to be read together with such Acts.
 
 
address
 
includes any number or address used for the purposes of communication, including by way of electronic mail or other electronic communication.
 
 
 
“Adoption Date”
 
has the meaning set out in article 3.3.
 
 
“Applicable Escheatment Laws”
 
has the meaning set out in article 162.2.
 
 
“Approved Nominee”
 
means a person holding shares or rights or interests in shares in the Company on a nominee basis who has been determined by the Company to be an “Approved Nominee”.
 
 
Assistant Secretary
 
means any person appointed by the Secretary or the Board from time to time to assist the Secretary.
 
 
Auditor” or “Auditors
 
means the auditor or auditors at any given time of the Company.
 
 

9



Clear Days
 
in relation to the period of notice to be given under these articles, that period excluding the day when the notice is given or deemed to be given and the day of the event for which it is given or on which it is to take effect.
 
 
Covered Person
 
has the meaning set out in article 161.
 
 
electronic communication
 
has the meaning given to those words in the Electronic Commerce Act 2000.
 
 
electronic signature
 
has the meaning given to those words in the Electronic Commerce Act 2000.
 
 
“Euro Deferred Shares” or “deferred ordinary shares”
 
means euro deferred shares of nominal value €1.00 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles.
 
 
Exchange Act
 
means the United States Securities Exchange Act of 1934, as amended from time to time.
 
 
Member Associated Person
 
of any member means (A) any person controlling, directly or indirectly, or acting as a “group” (as such term is used in Rule 13d-5(b) under the Exchange Act) with, such member, (B) any beneficial owner of shares of the Company owned of record or beneficially by such member and (C) any person controlling, controlled by or under common control with such Member Associated Person.
 
 
 
Merger
 
means the merger of Weatherford International Ltd. (“Weatherford Switzerland”) and the Company, pursuant to a merger agreement dated as of April 2, 2014 made between Weatherford Switzerland and the Company (the “Merger Agreement”), by way of an international (cross-border) merger without liquidation of Weatherford Switzerland in compliance with, inter alia, Art. 3 et seq. Swiss Act on Merger, Demerger, Transformation and Transfer of Assets and Art. 163b, 163c and 164 Swiss Private International Law Act and also applicable laws of Ireland.
 
 
 
Ordinary Resolution”
 
means a resolution of the Company’s members passed by a simple majority of the votes cast by such members as, being entitled to do so, voting in person, or by proxy, at a general meeting of the Company.
 
 
“Ordinary Shares” or “ordinary shares”
 
means ordinary shares of nominal value US$0.001 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these articles.
 
 
Redeemable Shares
 
means redeemable shares in accordance with section 206 of the 1990 Act.
 
 
Register
 
means the register of members to be kept as required in accordance with section 116 of the Act.
 
 
Section 81 Notice
 
shall mean a notice given to a member in accordance with section 81 of the 1990 Act.
 
 
“Share”
 
“Share” and “share” mean, unless specified otherwise or the context otherwise requires, any share in the capital of the Company.
 
 

10



Shareholder” or “the Holder” or “member
 
means in relation to any share, the person whose name is entered in the Register as the holder of the share or, where the context permits, the persons whose names are entered in the Register as the joint holders of shares.
 
 
Special Resolution
 
means a special resolution of the Company’s members within the meaning of section 141 of the Act.
 
 
the Company
 
means the company whose name appears in the heading to these articles.
 
 
the Directors” or “the Board
 
means the directors from time to time and for the time being of the Company or the directors present at a meeting of the board of directors and includes any person occupying the position of director by whatever name called.
 
 
 
the Office
 
means the registered office from time to time and for the time being of the Company.
 
 
the seal
 
means the common seal of the Company.
 
 
the Secretary
 
means any person appointed to perform the duties of the secretary of the Company.
 
 
the State
 
means the state of Ireland.
 
 
 
these articles
 
means the articles of association of which this article forms part, as the same may be amended from time to time and for the time being in force.
2.2
Expressions in these articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form except as provided in these articles and / or where it constitutes writing in electronic form sent to the Company, and the Company has agreed to its receipt in such form. Expressions in these articles referring to execution of any document shall include any mode of execution whether under seal or under hand or any mode of electronic signature as shall be approved by the Directors. Expressions in these articles referring to receipt or issuance of any electronic communications shall, be limited to receipt or issuance in such manner as the Company has approved or as set out in these articles. Notwithstanding the foregoing, all written communication by the Company and the Directors may for the purposes of these articles, to the extent permitted by law, be in electronic form.
2.3
Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Acts or in any statutory modification thereof in force at the date at which these articles become binding on the Company.
2.4
References herein to any enactment shall mean such enactment as the same may be amended and may be from time to time and for the time being in force.
2.5
The masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural, and vice versa, and words importing persons shall include firms or companies.
2.6
Reference to US$, USD, or dollars shall mean the currency of the United States of America and to €, euro, EUR or cent shall mean the currency of Ireland.

11



Share capital and variation of rights
3.

3.1
The share capital of the Company is €40,000 and US$1,356,000 divided into 40,000 deferred ordinary shares of €1.00 each, and 1,356,000,000 ordinary shares of US$0.001 each.
3.2
The rights and restrictions attaching to the ordinary shares shall be as follows:
(a)
subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and / or to vote at a general meeting, the right to attend and speak at any general meeting of the Company and to exercise one vote per ordinary share held at any general meeting of the Company;
(b)
the right to participate pro rata in all dividends declared by the Company; and
(c)
the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.
3.3
The rights and restrictions attaching to the Euro Deferred Shares shall be as follows:
(a)
The Euro Deferred Shares shall rank pari passu with, and have the same rights, and be subject to the same restrictions, as the ordinary shares until the effective time of the Merger (as provided for in the Merger Agreement).
(b)
From the effective time of the Merger (as provided for in the Merger Agreement):
(i)
the holders of the Euro Deferred Shares shall not be entitled to receive any dividend or distribution and shall not be entitled to receive notice of, nor to attend, speak or vote at any meeting of some or all of the members of the Company; and
(ii)
on a return of assets, whether on liquidation or otherwise, the Euro Deferred Shares shall entitle the holder thereof only to the repayment of the amounts paid up on such shares after repayment of the capital paid up on the ordinary shares plus the payment of $5,000,000 on each of the ordinary shares and the holders of the Euro Deferred Shares (as such) shall not be entitled to any further participation in the assets or profits of the Company.
(c)
The special resolution passed on the date of adoption of these articles (the “Adoption Date”) shall be deemed to confer irrevocable authority on the Company at any time after the Adoption Date:
(i)
to acquire all or any of the fully paid Euro Deferred Shares otherwise than for valuable consideration in accordance with section 41(2) of the 1983 Act and without obtaining the sanction of the holders thereof;
(ii)
to appoint any person to execute on behalf of the holders of the Euro Deferred Shares remaining in issue (if any) a transfer thereof and/or an agreement to transfer the same otherwise than for valuable consideration to the Company or to such other person as the Company may nominate;
(iii)
to cancel any acquired Euro Deferred Shares; and

12



(iv)
pending such acquisition and/or transfer and/or cancellation to retain the certificate (if any) for such Euro Deferred Shares.
(d)
In accordance with section 43(3) of the 1983 Act the Company shall, not later than three years after any acquisition by it of any Euro Deferred Shares as aforesaid, cancel such shares (except those which, or any interest of the Company in which, it shall have previously disposed of) and reduce the amount of the issued share capital by the nominal value of the shares so cancelled and the Directors may take such steps as are requisite to enable the Company to carry out its obligations under that subsection without complying with sections 72 and 73 of the 1963 Act including passing resolutions in accordance with section 43(5) of the 1983 Act.
(e)
Neither the acquisition by the Company otherwise than for valuable consideration of all or any of the Euro Deferred Shares nor the redemption thereof nor the cancellation thereof by the Company in accordance with this article shall constitute a variation or abrogation of the rights or privileges attached to the Euro Deferred Shares, and accordingly the Euro Deferred Shares or any of them may be so acquired, redeemed and cancelled without any such consent or sanction on the part of the holders thereof. The rights conferred upon the holders of the Euro Deferred Shares shall not be deemed to be varied or abrogated by the creation of further shares ranking in priority thereto or pari passu therewith.
3.4

(a)
Subject to article 3.4(b), an ordinary share shall be automatically converted into a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade (an “arrangement”) between the Company and any person pursuant to which the Company acquires, agrees to acquire, or will acquire ordinary shares, or an interest in ordinary shares, from such person. In these circumstances, the acquisition of such shares or interest in shares by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act.
(b)
The provisions of article 3.4(a) shall not apply to a particular arrangement if the board of directors of the Company resolves, prior to the existence or creation of that arrangement, that the arrangement concerned is to be treated as a purchase or acquisition of shares pursuant to article 4.2 or as otherwise permitted by the Acts (including Section 41(2) of the 1983 Act), in which case the arrangement shall be so executed as a purchase or acquisition, in accordance with article 4.2 and/or the relevant provision(s) of the Acts, and not a redemption of shares.
4.
Subject to the provisions of Part XI of the 1990 Act and the other provisions of this article, the Company may:
4.1
pursuant to section 207 of the 1990 Act, issue any shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Directors;
4.2
subject to and in accordance with the provisions of the Acts and without prejudice to any relevant special rights attached to any class of shares pursuant to section 211 of the 1990 Act, purchase any of its own shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between members or members of the same class) and may cancel any shares so

13



purchased or hold them as treasury shares (as defined in section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes; or
4.3
pursuant to section 210 of the 1990 Act, convert any of its shares into Redeemable Shares.
5.
Without prejudice to any special rights previously conferred on the Holders of any existing shares or class of shares, any share in the Company may be issued with such preferred or deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by Ordinary Resolution determine.
6.
If at any time the share capital is divided into different classes of shares the rights attached to any class may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the Holders of three-fourths of the issued shares in that class, or with the sanction of a Special Resolution passed at a separate general meeting of the Holders of the shares of that class, provided that, if the relevant class of Holders has only one Holder, that person present in person or by proxy, shall constitute the necessary quorum. To every such meeting the provisions of article 51 shall apply.
7.
The rights conferred upon the Holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares with rights ranking pari passu therewith.
8.

8.1
Subject to the provisions of these articles relating to new shares, the unissued shares of the Company shall be at the disposal of the Directors, and they may (subject to the provisions of the Acts) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its members, but so that no share shall be issued at a discount save in accordance with sections 26(5) and 28 of the 1983 Act, and so that, in the case of shares offered to the public for subscription, the amount payable on application on each share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon.
8.2
Subject to any requirement to obtain the approval of members under any laws, regulations or the rules of any stock exchange to which the Company is subject, the Board is authorised, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for such number of shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.
8.3
The Directors are, for the purposes of section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said section 20) up to the amount of Company’s authorised share capital and to allot and issue any shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these articles of association.
8.4
The Directors are hereby empowered pursuant to sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by article 8.3 as if section 23(1) of the said 1983 Act did not apply to any such allotment. The Company

14



may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by this paragraph had not expired.
8.5
Nothing in these articles shall preclude the Directors from recognising a renunciation of the allotment of any shares by any allottee in favour of some other person.
9.
The Company may pay commission to any person in consideration of a person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and subject to such conditions as the Directors may determine, including, without limitation, by paying cash or allotting and issuing fully or partly paid shares or any combination of the two. The Company may also, on any issue of shares, pay such brokerage as may be lawful.
10.
Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these articles or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the Holder. This shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.
11.
The shares of the Company may be either represented by certificates or, if the conditions of issue of the relevant shares so provide, by uncertificated shares. Except as required by law, the rights and obligations of the Holders of uncertificated shares and the rights and obligations of the Holders of shares represented by certificates of the same class shall be identical.
12.
Any person claiming a share certificate to have been lost, destroyed or stolen, shall make an affidavit or affirmation of that fact, and if required by the Board shall advertise the same in such manner as the Board may require, and shall give the Company, its transfer agents and its registrars a bond of indemnity, in form and with one or more sureties satisfactory to the Board or anyone designated by the Board with authority to act thereon, whereupon a new certificate may be executed and delivered of the same tenor and for the same number of shares as the one alleged to have been lost, destroyed or stolen.
Disclosure of beneficial ownership
13.
If at any time the Directors are satisfied that any member, or any other person appearing to be interested in shares held by such member:
13.1
(x) has been duly served with a Section 81 Notice and is in default for the prescribed period (as defined in article 13.6(b)) in supplying to the Company the information thereby required; or (y) in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Directors may, in their absolute discretion at any time thereafter by notice (a “direction notice”) to such member direct that:
(a)
in respect of the shares in relation to which the default occurred (the “default shares”) the member shall not be entitled to attend or to vote at a general meeting either personally or by

15



proxy or to exercise any other right conferred by membership in relation to meetings of the Company; and
(b)
where the nominal value of the default shares represents at least 0.25 per cent of the nominal value of the issued shares of the class concerned, then the direction notice may additionally direct that:
(i)
except in a liquidation of the Company, no payment shall be made of any sums due from the Company on the default shares, whether in respect of capital or dividend or otherwise, and the Company shall not have any liability to pay interest on any such payment when it is finally paid to the member;
(ii)
no other distribution shall be made on the default shares; and / or
(iii)
no transfer of any of the default shares held by such member shall be registered unless:
(1)
the member is not himself in default as regards supplying the information requested and the transfer when presented for registration is accompanied by a certificate by the member in such form as the Directors may in their absolute discretion require to the effect that after due and careful enquiry the member is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer; or
(2)
the transfer is an approved transfer (as defined in article 13.6(c));
the Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.
13.2
Where any person appearing to be interested in the default shares has been duly served with a direction notice or copy thereof and the default shares which are the subject of such direction notice are held by an Approved Nominee, the provisions of this article shall be treated as applying only to such default shares held by the Approved Nominee and not (insofar as such person’s apparent interest is concerned) to any other shares held by the Approved Nominee.
13.3
Where the member upon whom a Section 81 Notice is served is an Approved Nominee acting in its capacity as such, the obligations of the Approved Nominee as a member of the Company shall be limited to disclosing to the Company such information as has been recorded by it relating to any person appearing to be interested in the shares held by it.
13.4
Any direction notice shall cease to have effect:
(a)
in relation to any shares which are transferred by such member by means of an approved transfer; or
(b)
when the Directors are satisfied that such member, and any other person appearing to be interested in shares held by such member, has given to the Company the information required by the relevant Section 81 Notice.
13.5
The Directors may at any time give notice cancelling a direction notice.

16



13.6
For the purposes of this article:
(a)
a person shall be treated as appearing to be interested in any shares if the member holding such shares has given to the Company a Section 81 Notice which either (a) names such person as being so interested or (b) fails to establish the identities of all those interested in the shares and (after taking into account the said notification and any other relevant Section 81 Notice) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares;
(b)
the “prescribed period” is 28 days from the date of service of the said Section 81 Notice unless the nominal value of the default shares represents at least 0.25 per cent of the nominal value of the issued shares of that class, when the prescribed period is 14 days from that date;
(c)
a transfer of shares is an approved transfer if but only if:
(i)
it is a transfer of shares to an offeror by way or in pursuance of acceptance of an offer made to all the Holders (or all the Holders other than the person making the offer and his nominees) of the shares in the Company to acquire those shares or a specified proportion of them; or
(ii)
the Directors are satisfied that the transfer is made pursuant to a sale of the whole of the beneficial ownership of the shares the subject of the transfer to a party unconnected with the member and with other persons appearing to be interested in such shares; or
(iii)
the transfer results from a sale made through a stock exchange on which the Company’s shares are normally traded;
(d)
Nothing contained in this article shall limit the power of the Company under section 85 of the 1990 Act; and
(e)
For the purpose of establishing whether or not the terms of any notice served under this article shall have been complied with the decision of the Directors in this regard shall be final and conclusive and shall bind all persons interested.
Lien
14.
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) called or payable at a fixed time or in accordance with the terms of issue of such share in respect of such share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this article. The Company’s lien on a share shall extend to all dividends payable thereon.
15.
The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is immediately payable, nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is immediately payable, has been given to the Holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.
16.
To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the Holder of the shares comprised in

17



any such transfer, and he shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. Where a share, which is to be sold as provided for in article 26, is held in uncertificated form, the Directors may authorise some person to do all that is necessary under the 1990 Act (Uncertificated Securities) Regulations 1996 to change such share into certificated form prior to its sale.
17.
The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is immediately payable, and the residue, if any, shall (subject to a like lien for sums not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
18.
Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in the Register as held either jointly or solely by any Holder or in respect of any dividends, bonuses or other moneys due or payable or accruing due or which may become due or payable to such Holder by the Company on or in respect of any shares registered as aforesaid or for or on account or in respect of any Holder and whether in consequence of:
(a)
the death of such Holder;
(b)
the non-payment of any income tax or other tax by such Holder;
(c)
the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Holder or by or out of his estate; or
(d)
any other act or thing;
in every such case (except to the extent that the rights conferred upon Holders of any class of shares render the Company liable to make additional payments in respect of sums withheld on account of the foregoing):
(A)
the Company shall be fully indemnified by such Holder or his executor or administrator from all liability;
(B)
the Company shall have a lien upon all dividends and other moneys payable in respect of the shares registered in the Register as held either jointly or solely by such Holder for all moneys paid or payable by the Company in respect of such shares or in respect of any dividends or other moneys as aforesaid thereon or for or on account or in respect of such Holder under or in consequence of any
such law together with interest at the rate of fifteen percent per annum thereon from the date of payment to date of repayment and may deduct or set off against such dividends or other moneys payable as aforesaid any moneys paid or payable by the Company as aforesaid together with interest as aforesaid;
(C)
the Company may recover as a debt due from such Holder or his executor or administrator wherever constituted any moneys paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period aforesaid

18



in excess of any dividends or other moneys as aforesaid then due or payable by the Company;
(D)
the Company may, if any such money is paid or payable by it under any such law as aforesaid, refuse to register a transfer of any shares by any such Holder or his executor or administrator until such money and interest as aforesaid is set off or deducted as aforesaid, or in case the same exceeds the amount of any such dividends or other moneys as aforesaid then due or payable by the Company, until such excess is paid to the Company; and
(E)
subject to the rights conferred upon the Holders of any class of shares, nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such Holder as aforesaid, his estate representative, executor, administrator and estate wheresoever constituted or situate, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.
Calls on shares
19.
The Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times or in accordance with such terms of allotment, and each member shall (subject to receiving at least 14 days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the Directors may determine.
20.
A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.
21.
The joint Holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
22.
If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.
23.
Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purpose of these articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise, shall apply as if such sum had become payable by virtue of a call duly made and notified.
24.
The Directors may, on the issue of shares, differentiate between the Holders as to the amount of calls to be paid and the time of payment.
25.
The Directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become payable) pay interest at such rate not exceeding (unless the Company in general meeting otherwise directs) fifteen per cent per annum, as may be agreed upon between the Directors and the member paying such sum in advance.

19



Transfer of Shares
26.

26.1
Subject to compliance with the Acts and to any applicable restrictions contained in these articles, applicable law, including U.S. securities laws, and any agreement binding on such Holder as to which the Company is aware, any Holder may transfer all or any of its shares by an instrument of transfer in the usual common form or in any other form or by any other method permissible under applicable law, as may be approved by the Directors. The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary, Assistant Secretary or any duly authorised delegate or attorney of the Secretary or Assistant Secretary (whether an individual, a corporation or other body of persons, whether corporate or not, and whether in respect of specific transfers or pursuant to a general standing authorisation) and the Secretary or Assistant Secretary or a relevant authorised delegate shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred and the date of the agreement to transfer shares, shall, once executed by the transferor or the Secretary or Assistant Secretary or relevant authorised delegate as agent for the transferor, be deemed to be a proper instrument of transfer for the purposes of section 81 of the Act. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.
The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from either the transferee or, at the Company’s sole discretion, the transferor; (ii) set-off the stamp duty against any dividends payable to the transferee of those shares; and (iii) claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends paid on those shares.
26.2
Notwithstanding the provisions of these articles and subject to any regulations made under section 239 of the 1990 Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with section 239 of the 1990 Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for evidencing transfers in accordance with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.
27.
Subject to such of the restrictions of these articles and to such of the conditions of issue of any share warrants as may be applicable, any share warrant may be transferred by instrument in writing in any usual or common form or any other form which the Directors may approve.

20



28.
The Directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a share which is not fully paid. The Directors may also decline to recognise any instrument of transfer unless:
28.1
the instrument of transfer is duly stamped (if required by law) and lodged with the Company, at such place as the Directors shall appoint for the purpose, accompanied by the certificate for the shares (if any has been issued) to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
28.2
the instrument of transfer is in respect of only one class of share; and
28.3
they are satisfied that all applicable consents, authorisations, permissions or approvals required to be obtained pursuant to any applicable law or agreement prior to such transfer have been obtained or that no such consents, authorisations, permissions or approvals are required.
29.
If the Directors refuse to register a transfer they shall, within three months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.
30.
Registration of transfers may be suspended at such times and for such period, not exceeding in the whole 30 days in each year, as the Directors may from time to time determine subject to the requirements of section 121 of the Act.
31.
All instruments of transfer shall upon their being lodged with the Company remain the property of the Company and the Company shall be entitled to retain them.
Transmission of Shares
32.
In the case of the death of a member, the survivor or survivors, where the deceased was a joint Holder, and the personal representatives of the deceased where he was a sole Holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint Holder from any liability in respect of any share which had been jointly held by him with other persons. For greater certainty, where two or more persons are registered as joint Holders of a share or shares, then in the event of the death of any joint Holder or Holders the remaining joint Holder or Holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim in respect of the estate of any joint Holder except in the case of the last survivor of such joint Holders.
33.
Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as herein provided, elect either to be registered himself as Holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the shares by that member before his death or bankruptcy, as the case may be. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered, he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice of transfer were a transfer signed by that member.

21



34.
A person becoming entitled to a share by reason of the death or bankruptcy of the Holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered Holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to the meetings of the Company, so, however, that the Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 60 days, the Directors may thereupon withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.
Forfeiture of Shares
35.
If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.
36.
The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.
37.
If the requirements of any such notice as aforesaid are not complied with any shares in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
38.
A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise disposed of either to the person who was, before the forfeiture, the Holder thereof or entitled thereto or to any other person on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
39.
When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the Holder of the share, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice.
40.
A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.
41.
A statutory declaration that the declarant is a Director or the Secretary, and that a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the Holder of the share, and shall not be bound to see to the application

22



of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
42.
The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
43.
The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it has been forfeited.
Financial assistance
44.
The Company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in the Company’s holding company.
Alteration of Capital
45.
The Company may from time to time by Ordinary Resolution increase its authorised share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.
46.
The Company may by Ordinary Resolution:
46.1
effect a reduction in its authorized but unissued share capital by cancelling unissued shares;
46.2
consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
46.3
subdivide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to section 68(1)(d) of the Act;
46.4
make provision for the issue and allotment of shares which do not carry any voting rights;
46.5
cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the shares so cancelled; and
46.6
subject to applicable law, change the currency denomination of its share capital.
46.7
Where any difficulty arises in regard to any division, consolidation or sub-division under this article 46, the Directors may settle the same as they think expedient and in particular, may, on behalf of applicable Holders, arrange for the sale of the shares representing fractions and distribute the net proceeds of such sale in due proportion amongst the Holders who would have been entitled to the fractions, and for this purpose the Directors may authorise any person to execute any instruments or other documents required to transfer the shares representing fractions to the transferee. The transferee shall not be bound to see to the application of purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings related to the sale.

23



47.
The Company may by Special Resolution reduce its issued share capital, any capital redemption reserve fund or any share premium account in any manner and with and subject to any incident authorised, and consent required, by law.
General meetings
48.
The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next. Subject to section 140 of the Act, all general meetings of the Company may be held inside or outside the State.
49.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
50.
The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided in section 132 of the Act.
51.
All provisions of these articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company, except that:
51.1
the necessary quorum shall be two or more persons holding or representing by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) more than 50% of the total issued-voting rights of the Company’s shares, provided, however, that if the class of shares shall have only one Holder, one Holder present in person or by proxy shall constitute the necessary quorum;
51.2
any Holder of shares of the class present in person or by proxy may demand a poll; and
51.3
on a poll, each Holder of shares of the class shall have one vote in respect of every share of the class held by him.
52.
A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company.
Notice of General Meetings
53.

53.1
Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting, and an extraordinary general meeting called for the passing of a Special Resolution, shall be called by not less than 21 Clear Days’ notice and all other extraordinary general meetings shall be called by not less than 14 Clear Days’ notice.
53.2
Notice of every general meeting shall be given in any manner permitted by these articles to all members (other than those who, under the provisions of these articles or the terms of issue of the shares which they hold, are not entitled to receive such notice from the Company) and to each Director and to the Auditors.

24



53.3
Any notice convening a general meeting shall specify the time and place of the meeting and the general nature of the business to be conducted thereat and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote in his place and that any proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire at the meeting and of any persons who are recommended by the Directors for election or re-election as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for election or re-election as Directors at the meeting; provided that the latter requirement shall only apply where the intention to propose the person has been received by the Company in accordance with the provisions of these articles. Subject to any restrictions imposed on any shares, the notice of the meeting shall be given to all the Holders of any class of shares of the Company as of the record date set by the Directors other than shares which, under the terms of these articles or the terms of allotment of such shares, are not entitled to receive such notice from the Company, and to the Directors and the Company’s auditors.
53.4
The accidental omission to give notice of a meeting to, or, in cases where instruments of proxy are sent out without the notice, the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or instrument of proxy by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.
53.5
A Holder of shares present, either in person or by proxy, at any meeting of the Company or of the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where required, of the purposes for which it was called.
53.6
Upon request in writing of members holding such number of shares as is prescribed by section 132 of the Act, delivered to the Office, it shall be the duty of the Directors to convene a general meeting to be held within two months from the date of the deposit of the requisition in accordance with the section 132 of the Act. If such notice is not given within two months after the delivery of such request, the requisitionists, or any one of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date and any notice of such meeting shall be in compliance with these articles.
54.

54.1
The Directors may postpone a general meeting of the members (other than a meeting requisitioned by a member in accordance with section 132 of the Act or where the postponement of which would be contrary to the Acts or a court order pursuant to the Acts) after it has been convened, and notice of such postponement shall be served in accordance with article 53 upon all members entitled to notice of the meeting so postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with article 53.
54.2
The Directors may cancel a general meeting of the members (other than a meeting requisitioned by a member in accordance with section 132 of the Act or where the cancellation of which would be contrary to the Acts or a court order pursuant to the Acts) after it has been convened, and notice of such cancellation shall be served in accordance with article 53 upon all members entitled to notice of the meeting so cancelled.

25



Proceedings at General Meetings
55.
No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Except as otherwise provided in these articles, a quorum shall be two or more persons holding or representing by proxy (whether or not such Holder actually exercises his voting rights in whole, in part or at all at the relevant general meeting) more than 50% of the total issued voting rights of the Company’s shares, provided that if the Company has only one member, one member present in person or by proxy shall constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining whether there is a quorum.
56.
If within five minutes from the time appointed for a general meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and such other time and place as the chairman of the meeting shall determine. The Company shall give not less than five days’ notice of any meeting adjourned through want of a quorum.
57.
A meeting of the members or any class thereof may be held by means of such telephone, electronic or other communication facilities (including, without limitation of the foregoing, by telephone or video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meeting.
58.
No business may be transacted at a meeting of members, other than business that is either proposed by or at the direction of the Directors; proposed at the direction of the High Court of Ireland; proposed on the requisition in writing of such number of members as is prescribed by, and is made in accordance with, the relevant provisions of the Acts and, in respect of an annual general meeting only, these articles; or the chairman of the meeting determines in his absolute and sole discretion that the business may properly be regarded as within the scope of the meeting. For business or nominations to be properly brought by a member at any general meeting, the member proposing such business must be a Holder of record at the time of giving of the notice provided for in articles 53 and 54 and must be entitled to vote at such meeting and any proposed business must be a proper matter for member action.
59.

59.1
Subject to the Acts, a resolution may only be put to a vote at a general meeting of the Company if:
(a)
it is specified in the notice of the meeting; or
(b)
it is otherwise properly brought before the meeting by the chairman of the meeting or by or at the direction of the Board; or
(c)
it is proposed at the direction of a court of competent jurisdiction; or
(d)
it is proposed with respect to an extraordinary general meeting in the requisition in writing for such meeting made by such number of members as is prescribed by (and such requisition in writing is made in accordance with) section 132 of the Act; or
(e)
in the case of an annual general meeting, it is proposed in accordance with articles 68 to 72; or
(f)
it is proposed in accordance with article 116; or

26



(g)
the chairman of the meeting in his discretion decides that the resolution may properly be regarded as within the scope of the meeting.
60.
No amendment may be made to a resolution at or before the time when it is put to a vote unless the chairman of the meeting in his absolute discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.
61.
If the chairman of the meeting rules a resolution or an amendment to a resolution admissible or out of order, as the case may be, the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive, subject to any subsequent order by a court of competent jurisdiction.
62.
The Chairman, if any, of the Board, shall preside as chairman at every meeting of the Company, or if there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.
63.
If at any meeting no Director is willing to act as chairman of the meeting or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.
64.
The chairman of the meeting may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for three months or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
65.
The Board may, and at any general meeting or meeting of a class of members, the chairman of such meeting may, make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of the meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting or meeting of a class of members, the chairman of such meeting, is entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.
66.

66.1
The Board may make such arrangements as it considers appropriate to enable the members to participate in any general meeting by means of two-way, audio-visual electronic facilities, so as to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.
66.2
The Board may, and at any general meeting or meeting of a class of members, the chairman of such meeting may make any arrangement and impose any requirement as may be reasonable for the purpose of verifying the identity of members participating by way of electronic facilities, as described in article 66.1.

27



67.
Subject to section 141 of the Act and the requirements of the Acts, anything which may be done by resolution in general meeting may, without a meeting and without any previous notice being required, be done by resolution in writing, signed by all of the members entitled generally to vote at general meetings who at the date of the resolution in writing would be entitled to attend a meeting and vote on the resolution and if described as a Special Resolution shall be deemed to be a Special Resolution or a Special Resolution of the class, as applicable. Such resolution in writing may be signed in as many counterparts as may be necessary. This article 67 shall not apply to those matters required by the Acts to be carried out in a meeting.
67.1
For the purposes of any written resolution under this article 67, the date of the resolution in writing is the date when the resolution is signed by, or on behalf of, the last member to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing made in accordance with this article 67, a reference to such date.
67.2
A resolution in writing made in accordance with this article 67 is as valid as if it had been passed by the Company in general meeting.
Advance notice of member business and nominations for Annual General Meetings
68.
In addition to any other applicable requirements, for business or nominations to be properly brought before an annual general meeting by a member, such member must have given timely notice thereof in proper written form to the Secretary of the Company.
69.
To be timely for an annual general meeting, a member’s notice to the Secretary as to the business or nominations to be brought before the meeting must be delivered to or mailed and received at the Office not less than 60 calendar days nor more than 90 calendar days before the first anniversary of the Company’s annual general meeting for the prior year (and in the case of the Company’s first annual general meeting, references to the preceding year’s annual general meeting shall be to the annual meeting of Weatherford International Ltd. in that preceding year); provided, however, that in the event that no annual general meeting was held the previous year or the date of the annual general meeting is not within 30 calendar days before or after such anniversary date, a member’s notice in order to be timely must be so received not later than the close of business on the 10th calendar day after the date on which public announcement or other notification to the members of the date of the contemplated annual general meeting is first made by the Company. In no event shall the public announcement of an adjournment or postponement of an annual general meeting commence a new time period (or extend any time period) for the giving of a member’s notice as described in articles 70 and 71.
70.
A member’s notice to the Secretary must set forth as to each matter such member proposes to bring before the meeting:
70.1
a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and if such business includes a proposal to amend the articles of the Company, the text of the proposed amendment) and the reasons for conducting such business at the meeting;
70.2
as to the member giving the notice:
(a)
the name and address, as they appear in the Register, of such member and any Member Associated Person covered by clauses (b) and (c) below;

28



(b)
(A) the class and number of shares of the Company which are held of record or are beneficially owned by the member and by any Member Associated Person with respect to the Company’s securities; (B) a description of any agreement, arrangement or understanding in connection with the proposal of such business between or among such member and any Member Associated Person, any of their respective affiliates or associates, and any others (including their names) acting as a “group” (as such term is used in Rule 13d-5(b) under the Exchange Act) with any of the foregoing; (C) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned securities) that has been entered into, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of, such member or such Member Associated Person, with respect to shares of the Company; (D) a representation that the member is a Holder of not less than 860,000 ordinary shares of the Company (either of record or beneficially) entitled to vote at such meeting and that the member intends to appear in person or by proxy at the meeting to propose such business; (E) a representation whether the member or the Member Associated Person, if any, intends or is part of a group which intends (x) to deliver a proxy statement and / or form of proxy to Holders of at least the percentage of the Company’s outstanding shares required to adopt the proposal and / or (y) otherwise to solicit proxies from members in support of such proposal. If requested by the Company, the information required under clauses (A), (B) and (C) of the preceding sentence shall be supplemented by such member and any Member Associated Person not later than ten days after the later of the record date for the meeting or the date notice of the record date is first publicly disclosed to disclose such information as of the record date; and
(c)
any material interest of the member or any Member Associated Person in such business.
The chairman of the meeting shall have the power and duty to determine whether any business proposed to be brought before the meeting was made or proposed in accordance with the procedures set forth in this article, and if any proposed business is not in compliance with this article, to declare that such defective proposal shall be disregarded. The chairman of such meeting shall, if the facts reasonably warrant, refuse to acknowledge that a proposal that is not made in compliance with the procedure specified in this article, and any such proposal not properly brought before the meeting, be considered.
71.

71.1
A member’s notice to the Secretary must set forth:
(a)
as to each person whom the member proposes to nominate for election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as nominee and to serving as director if elected); and
(b)
the name and address, as they appear in the Register, of such member and any Member Associated Person covered by clause (b) below; and
(c)
(A) the class and number of shares of the Company which are held of record or are beneficially owned by the member and by any Member Associated Person with respect to the Company’s

29



securities; (B) a description of any agreement, arrangement or understanding in connection with the nomination between or among such member and any Member Associated Person, any of their respective affiliates or associates, and any others (including their names) acting as a “group” (as such term is used in Rule I3d-5(b) under the Exchange Act) with any of the foregoing; (C) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned securities) that has been entered into as of the date of the member’s notice by, or on behalf of, such member and any Member Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of, such member or such Member Associated Person, with respect to shares of the Company; (D) a representation that the member is a Holder of not less than 860,000 ordinary shares of the Company (either of record or beneficially) entitled to vote at such meeting and that the member intends to appear in person or by proxy at the meeting to propose such nomination; (E) a representation whether the member or the Member Associated Person, if any, intends or is part of a group which intends (x) to deliver a proxy statement and / or form of proxy to Holders of at least the percentage of the Company’s outstanding shares required to adopt the proposal and / or (y) otherwise to solicit proxies from members in support of such proposal. If requested by the Company, the information required under clauses (A), (B) and (C) of the preceding sentence shall be supplemented by such member and any Member Associated Person not later than ten days after the later of the record date for the meeting or the date notice of the record date is first publicly disclosed to disclose such information as of the record date.
71.2
The Company may require any proposed nominee to furnish such other information as it may reasonably require, including the completion of any questionnaires to determine the eligibility of such proposed nominee to serve as a Director of the Company and the impact that such service would have on the ability of the Company to satisfy the requirements of laws, rules, regulations and listing standards applicable to the Company or its Directors.
71.3
The chairman of the meeting shall have the power and duty to determine whether a nomination to be brought before the meeting was made or proposed in accordance with the procedures set forth in this article, and if any proposed nomination is not in compliance with this article, to declare that such defective nomination shall be disregarded. The chairman of such meeting shall, if the facts reasonably warrant, refuse to acknowledge a nomination that is not made in compliance with the procedure specified in this article, and any such nomination not properly brought before the meeting shall not be considered.
72.
Notwithstanding the foregoing provisions of articles 70 and 71, unless otherwise required by law, if the member (or a qualified representative of the member) does not appear at the annual general meeting to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of articles 70 and 71, to be considered a qualified representative of the member, a person must be a duly authorized officer, manager or partner of such member or must be authorized by a writing executed by such member or an electronic transmission delivered by such member to act for such member as proxy at the meeting of member and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the general meeting of members.

30



73.
In addition, if the member intends to solicit proxies from the members of the Company, such member shall notify the Company of this intent in accordance with Rule 14a-4 and / or Rule 14a-8 under the Exchange Act or any successor rules. Any references in these articles to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit any requirements applicable to member nominations or proposals as to any other business to be considered pursuant to these articles and compliance with these articles shall be the exclusive means for a member to make nominations or submit proposals for any other business to be considered at an annual general meeting (other than matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act, or any successor rule). Nothing in these articles shall be deemed to affect any rights of members to request inclusion of proposals in the Company’s proxy statement pursuant to applicable rules and regulations under the Exchange Act.
Voting, proxies and corporate representatives
74.
Except where a greater majority is required by the Acts or these articles, any question, business or resolution proposed at any general meeting shall be decided by an Ordinary Resolution.
75.
Subject to any rights or restrictions attached to any class of shares, at any meeting of the Company, each member present in person shall be entitled to one vote on any question to be decided on a show of hands and each member in person or by proxy shall be entitled on a poll to one vote for each share held by him.
76.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:
76.1
the chairman of the meeting; or
76.2
by at least three members present in person or represented by proxy; or
76.3
by any member or members present in person or represented by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
76.4
by a member or members holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
Unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn.
77.
Except as provided in article 78, if a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
78.
A poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the

31



meeting directs, and any business other than that on which a poll has been demanded may be proceeded with pending the taking of the poll.
79.
When there are joint Holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose, seniority shall be determined by the order in which the names stand in the Register.
80.
A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other address as is specified in accordance with these articles for the receipt of appointments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
81.
No member shall be entitled to vote at any general meeting unless any calls or other sums immediately payable by him in respect of shares in the Company have been paid.
82.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.
83.
A Holder entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
84.
If:
84.1
any objection shall be raised as to the qualification of any voter; or
84.2
any votes have been counted which ought not to have been counted or which might have been rejected; or
84.3
any votes are not counted which out to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.
85.
Votes may be given either personally or by proxy.
86.

86.1
Every member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on his behalf and may appoint more than one proxy to attend, speak and vote at the same meeting. The appointment of a proxy shall be in any form which the Directors may approve and, if

32



required by the Company, shall be signed by or on behalf of the appointor. In relation to written proxies, a body corporate may sign a form of proxy under its common seal or under the hand of a duly authorised officer thereof or in such other manner as the Directors may approve. A proxy need not be a member of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve.
86.2
Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of a telephonic, an electronic or internet communication or facility and may in a similar manner permit supplements to, or amendments or revocations of, any such telephonic, electronic or internet communication or facility to be made. The Directors may in addition prescribe the method of determining the time at which any such telephonic, electronic or internet communication or facility is to be treated as received by the Company. The Directors may treat any such telephonic, electronic or Internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder.
87.
Any body corporate which is a member of the Company may authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate.
88.
An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates.
89.
Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. An appointment proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates. A standing proxy shall be valid for all meetings and adjournments thereof or resolutions in writing, as the case may be, until notice of revocation is received by the Company. Where a standing proxy exists, its operation shall be deemed to have been suspended at any meeting or adjournment thereof at which the Holder is present or in respect to which the Holder has specially appointed a proxy. The Directors may from time to time require such evidence as it shall deem necessary as to the due execution and continuing validity of any standing proxy and the operation of any such standing proxy shall be deemed to be suspended until such time as the Directors determine that they have received the requested evidence or other evidence satisfactory to it.
90.
A vote given or poll demanded in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which the representative acts PROVIDED HOWEVER, that where such intimation is given in electronic form it shall have been received by the Company at

33



least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.
91.
The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.
92.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
Directors
93.
The number of Directors shall (subject to: (a) automatic increases to accommodate the exercise of the rights of Holders of any class or series of shares then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series of shares; and / or (b) any resolution passed in accordance with article 119) not be less than three nor more than fourteen. The authorised number of directors (within such fixed maximum and fixed minimum numbers) shall be determined by the Board. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed number the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment.
94.
Each Director shall be entitled to receive such fees and/or other remuneration for his services as a Director, if any, as the Board may from time to time determine. Each Director shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director, including his reasonable travelling, hotel and incidental expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings.
95.
The Board may from time to time determine that, subject to the requirements of the Acts, all or part of any fees or other remuneration payable to any Director of the Company shall be provided in the form of shares or other securities of the Company or any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.
96.
If any Director shall be called upon to perform extra services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, the Company may remunerate such Director either by a fixed sum or by a percentage of profits or otherwise as may be determined by a resolution passed at a meeting of the Directors and such remuneration may be either in addition to or in substitution for any other remuneration to which he may be entitled as a Director.
97.
No shareholding qualification for Directors shall be required. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.
98.
Unless the Company otherwise directs, a Director of the Company may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as Holder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a Director or officer of, or from his interest in, such other company.

34



Borrowing powers
99.
Subject to Part III of the 1983 Act, the Directors may exercise all the powers of the Company to borrow or raise money, and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof and to issue or enter into indentures, debentures, debenture stock, guarantees and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount.
Powers and duties of the Directors
100.
Subject to the provisions of the Acts and these articles, the Board shall manage the business and affairs of the Company and may exercise all of the powers of the Company as are not required by the Acts or by these articles to be exercised by the Company in general meeting. No alteration of these articles shall invalidate any prior act of the Board which would have been valid if that alteration had not been made. The powers given by this article shall not be limited by any special power given to the Board by these articles and, except as otherwise expressly provided in these articles, a meeting of the Board at which a quorum is present shall be competent to exercise all of the powers, authorities and discretions vested in or exercisable by the Board.
101.
The Directors may from time to time and at any time by power of attorney or otherwise (including by a duly passed resolution) appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney, attorneys, representative or agent of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or resolutions may contain such provisions for the protection of persons dealing with any such attorney, representative or agent as the Directors may think fit, and may also authorise any such attorney, representative or agent to delegate all or any of the powers, authorities and discretions vested in him.
102.
The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for use abroad and such powers shall be vested in the Directors.
103.
A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with section 194 of the Act.
104.

104.1
A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed contract, transaction or arrangement with the Company and has complied with the Acts and these articles with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into account in ascertaining whether a quorum is present, but the resolution with respect to the contract, transaction or arrangement will fail unless it is approved by a majority of the disinterested Directors voting on the resolution.
104.2
Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned shall be entitled

35



to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
104.3
For the purposes of this article, an interest of a person who is the spouse or a minor child of a Director shall be treated as an interest of the Director.
104.4
The Company by Ordinary Resolution may suspend or relax the provisions of this article to any extent or ratify any transaction not duly authorised by reason of a contravention of this article.
105.
A Director may hold and be remunerated in respect of any other office or place of profit under the Company or any other company in which the Company may be interested (other than the office of auditor of the Company or any subsidiary thereof) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine, and no Director or intending Director shall be disqualified by his office from contracting or being interested, directly or indirectly, in any contract or arrangement with the Company or any such other company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise nor shall any Director so contracting or being so interested be liable to account to the Company for any profits and advantages accruing to him from any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established.
106.
So long as, where it is necessary, a Director declares the nature of his interest at the first opportunity at a meeting of the Board or by writing to the Directors, a Director shall not by
reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these articles allow him to be appointed or from any transaction or arrangement in which these articles allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.
107.
To the maximum extent permitted from time to time under the laws of Ireland, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its Directors, officers or members or the affiliates of the foregoing, except as may otherwise be provided in a written agreement to which any of such Directors, officers or members or their respective affiliates are bound. No amendment or repeal of this article shall apply to or have any effect on the liability or alleged liability of any such Director, officer or member or affiliate of the Company for or with respect to any opportunities of which such Director, officer or member or affiliate becomes aware prior to such amendment or repeal.
108.
The Directors may exercise the voting powers conferred by shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any resolution appointing the Directors or any of them as Directors or officers of such other company or providing for the payment of remuneration or pensions to the Directors or officers of such other company.
109.
Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor for the Company.
110.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

36



111.
The Directors shall cause minutes to be made in books provided for the purpose:
111.1
of all appointments of officers made by the Directors;
111.2
of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
111.3
of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.
112.
The Directors, on behalf of the Company, may procure the establishment and maintenance of or participate in, or contribute to any non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors or other officers) who are or shall have been at any time in the employment or service of the Company or of any company which is or was a subsidiary of the Company or of the predecessor in business of the Company or any such subsidiary or holding Company and the wives, widows, families, relatives or dependents of any such persons. The Directors may also procure the establishment and subsidy of or subscription to and support of any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and wellbeing of the Company or of any such other Company as aforesaid, or its members, and payments for or towards the insurance of any such persons as aforesaid and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. Any Director shall be entitled to retain any benefit received by him under this article, subject only, where the Acts require, to disclosure to the members and the approval of the Company in general meeting.
Disqualification of Directors
113.
The office of a Director shall be vacated ipso facto if the Director:
113.1
is restricted or disqualified to act as a Director under the provisions of Part VII of the 1990 Act; or
113.2
resigns his office by notice in writing to the Company or in writing offers to resign and the Directors resolve to accept such offer; or
113.3
is removed from office under article 120.
Appointment, retirement and removal of Directors
114.
At each annual general meeting of the Company, all the Directors shall retire from office and be re-eligible for re-election.
115.
Upon the resignation or termination of office of any Director, if a new Director shall be appointed to the Board he will be designated to fill the vacancy arising.
116.

116.1
No person shall be appointed a Director, unless nominated in accordance with the provisions of this article 116. Nominations of persons for appointment as Directors may be made:

37



(a)
by the affirmative vote of two-thirds of the Board; or
(b)
with respect to election at an annual general meeting, by any member who holds Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company, who is a member at the time of the giving of the notice provided for in article 68 and at the time of the relevant annual general meeting, and who timely complies with the notice procedures set forth in articles 69 to 72; or
(c)
with respect to election at an extraordinary general meeting requisitioned in accordance with section 132 of the Act, by a member or members who hold Ordinary Shares or other shares carrying the general right to vote at general meetings of the Company and who make such nomination in the written requisition of the extraordinary general meeting and in compliance with the other provisions of these articles and the Acts relating to nominations of Directors and the proper bringing of business before an extraordinary general meeting; or
(d)
by Holders of any class or series of shares in the Company then in issue having special rights to nominate or appoint Directors in accordance with the terms of issue of such class or series, but only to the extent provided in such terms of issue,
(sub-clauses (b), (c) and (d) being the exclusive means for a member to make nominations of persons for election to the Board).
116.2
For nominations of persons for election as Directors at an extraordinary general meeting to be in proper written form, a member’s notice must comply with the requirements outlined in articles 70 and 71.
116.3
The determination of whether a nomination of a candidate for election as a Director of the Company has been timely and properly brought before such meeting in accordance with this article 116 will be made by the Chairman. If the Chairman determines that any nomination has not been timely and properly brought before such meeting, he or she will so declare to the meeting and such defective nomination will be disregarded.
117.
A retiring Director shall be eligible to be nominated for re-election at an annual general meeting.
118.
If a Director stands for re-election, he shall be deemed to have been re-elected, unless at such meeting the Ordinary Resolution for the re-election of such Director has been defeated.
119.
The Company may from time to time by Ordinary Resolution increase or reduce the maximum number of Directors.
120.
The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with section 142 of the Act, remove any Director before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company.
121.
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, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these articles as the maximum number of Directors.

38



122.
The Company may by Ordinary Resolution elect another person in place of a Director removed from office under article 120; and without prejudice to the powers of the Directors under article 121 the Company in general meeting may elect any person to be a Director either to fill a vacancy or an additional Director, subject to the maximum number of Directors set out in article 93.
Officers
123.

123.1
The Board may elect a chairman of the Board and determine the period for which he is to hold office and may appoint any person (whether or not a Director) to fill the position of chief executive officer (who may be the same person as the chairman of the Board). The chairman of the Board shall vacate that office if he vacates his office as a Director (otherwise than by the expiration of his term of office at a general meeting of the Company at which he is re-appointed).
123.2
The Board may from time to time appoint one or more of its body to hold any office or position with the Company for such period and on such terms as the Board may determine and may revoke or terminate any such appointment. Any such revocation or termination shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director for any breach of any contract of service between him and the Company that may be involved in such revocation or termination or otherwise. Any person so appointed shall receive such remuneration, if any (whether by way of salary, commission, participation in profits or otherwise), as the Board may determine.
123.3
In addition, the Board may appoint any person, whether or not he is a Director, to hold such executive or official position (except that of Auditor) as the Board may from time to time determine. The same person may hold more than one office or executive or official position.
123.4
Any person elected or appointed pursuant to this article 123 shall hold his office or other position for such period and on such terms as the Board may determine and the Board may revoke or vary any such election or appointment at any time by resolution of the Board. Any such revocation or variation shall be without prejudice to any claim for damages that such person may have against the Company or the Company may have against such person for any breach of any contract of service between him and the Company which may be involved in such revocation or variation. If any such office or other position becomes vacant for any reason, the vacancy may be filled by the Board.
123.5
Except as provided in the Acts or these articles, the powers and duties of any person elected or appointed to any office or executive or official position pursuant to this article 123 shall be such as are determined from time to time by the Board.
124.
The use or inclusion of the word “officer” (or similar words) in the title of any executive or other position shall not be deemed to imply that the person holding such executive or other position is an “officer” of the Company within the meaning of the Acts.
125.
The Secretary (including one or more deputy or assistant secretaries) shall be appointed by the Directors at such remuneration (if any) and upon such terms as it may think fit and any Secretary so appointed may be removed by the Directors.
125.1
It shall be the duty of the Secretary to make and keep records of the votes, doings and proceedings of all meetings of the members and Board of the Company, and of its committees, and to authenticate records of the Company.

39



125.2
A provision of the Acts or these articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.
Proceedings of Directors
126.

126.1
The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they may think fit. The quorum necessary for the transaction of the business of the Directors shall be the greater of two Directors and not less than one-third of the total number of Directors. Questions arising at any meeting shall be decided by a majority of votes. Each director present and voting shall have one vote.
126.2
Any Director may participate in a meeting of the Directors by means of telephonic or other similar communication whereby all persons participating in the meeting can hear each other speak, and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and any director may be situated in any part of the world for any such meeting.
126.3
A meeting of the Directors or any committee appointed by the Directors may be held by means of such telephone, electronic or other communication facilities (including, without limiting the foregoing, by telephone or by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be deemed to take place where the largest group of those Directors participating in the meeting is physically assembled, together, or, if there is no such group, where the call is initiated.
127.
The Chairman or any two Directors may, and the Secretary shall on the requisition of the Chairman or any two Directors, at any time summon a meeting of the Directors.
128.
The Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of Directors, the Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.
129.
The Board may from time to time designate committees of the Board, with such powers and duties as the Board may decide to confer on such committees, and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Adequate provision shall be made for notice to members of all meetings of committees; a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committees.
130.
A committee may elect a chairman of its meeting. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

40



131.
All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
132.
Notwithstanding anything in these articles or in the Acts which might be construed as providing to the contrary, notice of every meeting of the Directors shall be given to all Directors either by mail not less than 48 hours before the date of the meeting, by telephone, email, or any other electronic means on not less than 24 hours’ notice, or on such shorter notice as person or persons calling such meeting may deem necessary or appropriate and which is reasonable in the circumstances. Any director may waive any notice required to be given under these articles, and the attendance of a director at a meeting shall be deemed to be a waiver by such Director.
133.
Resolutions of the Directors or a committee of Directors may be passed without a meeting by way of a resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by the majority of all Directors or, in the case of a committee of Directors, signed by all members of such committee; provided that no Director or member of such committee requests oral deliberations. Such written resolution of the Directors or, as the case may be, a committee of Directors, shall be as valid as if it had been passed at a meeting of Directors or, as the case may be, a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents.
Rights plan
134.
Subject to applicable law, the Board is hereby expressly authorised to adopt any shareholder rights plan or similar plan, agreement or arrangement pursuant to which, under circumstances provided therein, some or all members will have rights to acquire Shares or interests in Shares at a discounted price, upon such terms and conditions as the Board deems expedient and in the best interests of the Company.
The seal
135.
The Company, in accordance with article 102, may have for use in any territory outside Ireland one or more additional Seals, each of which shall be a duplicate of the Seal with or without the addition on its face of the name of one or more territories, districts or places where it is to be used and a securities seal as provided for in the Companies (Amendment) Act 1977.
136.
Any Authorised Person may affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated or executed under Seal. Subject to the Acts, any instrument to which a Seal is affixed shall be signed by one or more Authorised Persons. As used in this article 136, “Authorised Person” means (i) any Director, the Secretary or any Assistant Secretary, and (ii) any other person authorised for such purpose by the Board from time to time (whether, in the case of this clause (ii), identified individually or collectively and whether identified by name, title, function or such other criteria as the Board may determine).

41



Dividends and reserves
137.
The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors.
138.
The Directors may from time to time declare payment to the members of such interim dividends to the extent that the declaration of such dividends appears to the Directors to be justified by the profits of the Company.
139.
No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act.
140.
The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to divide.
141.
Subject to any special rights or restrictions attaching to particular shares or to shares of a particular class (whether contained in these articles or provided for under the terms of issue), all shares in issue on the record date for a dividend shall rank equally for such dividend.
142.
The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.
143.
Any general meeting declaring a dividend or bonus and any resolution of the Directors declaring an interim dividend may direct payment of such dividend, bonus or interim dividend wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stocks of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.
144.
Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the members Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of

42



the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods.
145.
No dividend or other monies payable by the Company on or in respect of any share shall bear interest against the Company, unless the terms of issue of that share expressly provide otherwise.
146.
If the Directors so resolve, any dividend which has remained unclaimed for six years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.
Accounts
147.

147.1
The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:
(a)
correctly record and explain the transactions of the Company;
(b)
will at any time enable the financial position of the Company to be determined with reasonable accuracy;
(c)
will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Acts; and
(d)
will enable the accounts of the Company to be readily and properly audited.
Books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. Proper books of account shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.
The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its members or persons nominated by any member. The Company may meet, but shall be under no obligation to meet, any request from any of its members to be sent additional copies of its full report and accounts or summary financial statement or other communications with its members.
147.2
The books of account shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.
147.3
In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.
147.4
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report shall be sent by post, electronic mail or any other means of

43



communication (electronic or otherwise), not less than 21 Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them; provided that in the case of those documents sent by electronic mail or any other means of electronic communication, such documents shall be sent with the consent of the recipient, to the address of the recipient notified to the Company by the recipient for such purposes.
Capitalization of profits
148.
The Directors may resolve to capitalize any part of the amount for the time being standing to the credit of any of the Company’s reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions). In pursuance of any such resolution under this article 148, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalized thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the members otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may become entitled on such capitalization or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalized of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such members.
Amendment of articles
149.
Subject to the provisions of the Acts, the Company may by Special Resolution alter or add to its articles.
Audit
150.
Auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the Act or any statutory amendment thereof.
Record Dates
151.
Save as provided in article 152 relating to meetings of the members, in order that the Directors may determine the members entitled to receive payment of any dividend or other distribution or allotment of any rights or the members entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted. If no record date is fixed, the record date for determining members for such purpose shall be at the close of business on the day on which the Directors adopt the resolution relating thereto.
152.
The Board may fix a future time not exceeding 60 days preceding any meeting of members as a record date for the determination of the members entitled to attend and vote at any such meeting or any

44



adjournments thereof, and, in such case, only members of record at the time so fixed shall be entitled to notice of and to vote at such meetings or any adjournment thereof. Subject to section 121 of the Act, the Board may close the Register against transfers of Shares during the whole or part of the period between the record date so fixed and the date of such meeting or the date to which such meeting is adjourned. If no record date is fixed, the record date for determining the members who are entitled to vote at a meeting of members shall be close of business on the date preceding the day on which notice is given.
Notices
153.
Any notice to be given, served, sent or delivered pursuant to these articles shall be in writing (whether in electronic form or otherwise).
153.1
A notice or document to be given, served, sent or delivered in pursuance of these articles may be given to, served on or delivered to any member by the Company:
(a)
by handing same to him or his authorised agent;
(b)
by leaving the same at his registered address;
(c)
by sending the same by the post in a pre-paid cover addressed to him at his registered address;
(d)
by sending the same by courier in a pre-paid cover addressed to him at his registered address; or
(e)
by sending, with the consent of the member, the same by means of electronic mail or facsimile or other means of electronic communication approved by the Directors, with the consent of the member, to the address of the member notified to the Company by the member for such purpose (or if not so notified, then to the address of the member last known to the Company).
153.2
For the purposes of these articles and the Act, a document shall be deemed to have been sent to a member if a notice is given, served, sent or delivered to the member and such notice specifies the website or hotlink or other electronic link at or through which the member may obtain a copy of the relevant document.
153.3
Where a notice or document is given, served or delivered pursuant to article 153.1(b) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the member or his authorised agent, or left at his registered address (as the case may be).
153.4
Where a notice or document is given, served or delivered pursuant to article 153.1(c) or 153.1(d) of this article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of 24 hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
153.5
Where a notice or document is given, served or delivered pursuant to article 153.1(e) of this article, the giving, service or delivery thereof shall be deemed to have been effected immediately upon receipt of transmittal confirmation.
153.6
Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a member shall be bound by a notice given as aforesaid if sent to the last registered address of such member, or, in the event of notice given or delivered pursuant

45



to article 153.1(e) of this article, if sent to the address notified by the Company by the member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such member.
153.7
Notwithstanding anything contained in this article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction.
153.8
Any requirement in these articles for the consent of a member in regard to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, including the receipt of the Company’s audited accounts and the directors’ and auditor’s reports thereon, shall be deemed to have been satisfied where the Company has written to the member informing him/her of its intention to use electronic communications for such purposes and the member has not, within four weeks of the issue of such notice, served an objection in writing on the Company to such proposal. Where a member has given, or is deemed to have given, his/her consent to the receipt by such member of electronic mail or other means of electronic communications approved by the Directors, he/she may revoke such consent at any time by requesting the Company to communicate with him/her in documented form; provided however that such revocation shall not take effect until five days after written notice of the revocation is received by the Company.
153.9
Without prejudice to the provisions of articles 153.1(a) and 153.1(b), if at any time by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene a general meeting by notices sent through the post, or through other available means, a general meeting may be convened by a public announcement and such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the said public announcement is made. In any such case the Company shall put a full copy of the notice of the general meeting on its website.
154.
A notice may be given by the Company to the joint Holders of a share by giving the notice to the joint Holder whose name stands first in the Register in respect of the share and notice so given shall be sufficient notice to all the joint Holders.
155.

155.1
Every person who becomes entitled to a share shall before his name is entered in the Register in respect of the share, be bound by any notice in respect of that share which has been duly given to a person from whom he derives his title.
155.2
A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these articles for the giving of notice to a member, addressed to them at the address, if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.
156.
The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

46



Winding up
157.
If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up (or credited as paid up) share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up (or credited as paid up) at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up (or credited as paid up) at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up (or credited as paid up) on the said shares held by them respectively; provided that this article shall not affect the rights of the Holders of shares issued upon special terms and conditions.
158.

158.1
In case of a sale by the liquidator under section 260 of the Act, the liquidator may by the contract of sale agree so as to bind all the members for the allotment to the members directly of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract of sale set a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said section.
158.2
The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.
159.
If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction required by the Acts, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.
Limitation on liability
160.
To the maximum extent permitted by law, no Director or officer of the Company shall be personally liable to the Company or its members for monetary damages for his or her acts or omissions save where such acts or omissions involve negligence, default, breach of duty or breach of trust.
Indemnity
161.

161.1
Subject to the provisions of and so far as may be admitted by the Acts, every present or former Director and the Secretary or former Secretaries of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been

47



done or omitted by him as a Director, or as the case may be Secretary of the Company, and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the court.
161.2
The Directors shall have power to purchase and maintain for any Director, the Secretary or other employees of the Company or any person who is serving or has served at the request of the Company as a director or executive officer of another company, joint venture, trust or other enterprise, including any Company subsidiary, insurance against any such liability as referred to in section 200 of the Act or otherwise.
161.3
As far as is permissible under the Acts, the Company shall indemnify any current or former executive officer of the Company (excluding any present or former Directors of the Company or Secretary of the Company), or any person who is serving or has served at the request of the Company as a director or executive officer of another company, joint venture, trust or other enterprise, including any Company subsidiary (each individually, a “Covered Person”), against any expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was, is, or is threatened to be made a party, or is otherwise involved (a “proceeding”), by reason of the fact that he or she is or was a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty to the Company, or (b) such Covered Party’s conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of the Company. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Acts or to any person holding the office of auditor in relation to the Company.
161.4
In the case of any threatened, pending or completed action, suit or proceeding by or in the name of the Company, the Company shall indemnify each Covered Person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of his or her duty to the Company, or for conscious, intentional or wilful breach of his or her obligation to act honestly and in good faith with a view to the best interests of the Company, unless and only to the extent that the High Court of Ireland or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. Notwithstanding the preceding sentence, this section shall not extend to any matter which would render it void pursuant to the Acts or to any person holding the office of auditor in relation to the Company.
161.5
Any indemnification under this article (unless ordered by a court) shall be made by the Company only as authorised in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such person has met the applicable standard of conduct set forth in this article. Such determination shall be made by any person or persons having the authority to act on the matter on behalf of the Company. To the extent, however, that any Covered Person has been successful on the merits or otherwise in defence of any proceeding, or in defence of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including

48



attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without necessity of authorisation in the specific case.
161.6
As far as permissible under the Acts, expenses, including attorneys’ fees, incurred in defending any proceeding for which indemnification is permitted pursuant to this article shall be paid by the Company in advance of the final disposition of such proceeding upon receipt by the Board of an undertaking by the particular indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company pursuant to these articles.
161.7
It being the policy of the Company that indemnification of the persons specified in this article shall be made to the fullest extent permitted by law, the indemnification provided by this article shall not be deemed exclusive (i) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under these articles, any agreement, any insurance purchased by the Company, vote of members or disinterested directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, or (ii) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another company, joint venture, trust or other enterprise which he or she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth. As used in this article, references to the “Company” include all constituent companies in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was involved. The indemnification provided by this article shall continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of their heirs, executors, and administrators.
Untraced Holders
162.

162.1
The Company shall be entitled to sell at the best price reasonably obtainable any share of a member or any share to which a person is entitled by transmission if and provided that:
(a)
for a period of six years (not less than three dividends having been declared and paid), no cheque or warrant sent by the Company through the post in a prepaid letter addressed to the member or to the person entitled by transmission to the share at his address on the Register or other the last known address given by the member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the member or the person entitled by transmission;
(b)
at the expiration of the said period of six years the Company has given notice, by advertisement in a leading Dublin newspaper and a newspaper circulating in the area in which the address of the member or person entitled by transmission referred to in article 161(a) is located, of its intention to sell such share;
(c)
the Company has not during the further period of three months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the member or person entitled by transmission; and
(d)
if so required by the rules of any securities exchange upon which the shares in question are listed, notice has been given to that exchange of the Company’s intention to make such sale.

49



162.2
To the extent necessary in order to comply with any laws or regulations to which the Company is subject in relation to escheatment, abandonment of property or other similar or analogous laws or regulations (“Applicable Escheatment Laws”), the Company may deal with any share of any member and any unclaimed cash payments relating to such share in any manner which it sees fit, including (but not limited to) transferring or selling such share and transferring to third parties any unclaimed cash payments relating to such share.
162.3
The Company may only exercise the powers granted to it in this article 162 in circumstances where it has complied with, or procured compliance with, the required procedures (as set out in Applicable Escheatment Laws) with respect to attempting to identify and locate the relevant member of the Company.
162.4
If during any six year period referred to in article 162.1, further shares have been issued in right of those held at the beginning of such period or of any previously issued during such period and all the other requirements of this article (other than the requirement that they be in issue for six years) have been satisfied in regard to the further shares, the Company may also sell the further shares.
162.5
To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such share and such instrument of transfer shall be as effective as if it had been executed by the registered Holder of or person entitled by transmission to such share.
162.6
The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or person entitled by transmission for an amount equal to such proceeds and shall enter the name of such former member or person entitled by transmission in the books of the Company as a creditor for such amount (and, provided that the Company shall have complied with this article 162 and any applicable abandoned property, escheat or similar laws, the Company shall have no other liability to any person). No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Board may from time to time think fit.
Destruction of documents
163.
The Company may destroy:
163.1.
any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, at any time after the expiry of two years from the date such mandate variation, cancellation or notification was recorded by the Company;
163.2.
any instrument of transfer of shares which has been registered, at any time after the expiry of six years from the date of registration;
163.3.
all share certificates which have been cancelled at any time after the expiration of one year from the date of cancellation thereof;
163.4.
all paid dividend warrants and cheques at any time after the expiration of one year from the date of actual payment thereof;
163.5.
all instruments of proxy which have been used for the purpose of a poll at any time after the expiration of one year from the date of such use;

50



163.6.
all instruments of proxy which have not been used for the purpose of a poll at any time after one month from the end of the meeting to which the instrument of proxy relates and at which no poll was demanded; and
163.7.
any other document on the basis of which any entry in the Register was made, at any time after the expiry of six years from the date an entry in the Register was first made in respect of it, and it shall be presumed conclusively in favour of the Company that every share certificate (if any) so destroyed was a valid certificate duly and properly sealed and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:
(a)
the foregoing provisions of this article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;
(b)
nothing contained in this article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) are not fulfilled; and
(c)
references in this article to the destruction of any document include references to its disposal in any manner.


51
Wdesk | Exhibit 4.1 EIGHTH SUPPLEMENTAL INDENTURE


EXHIBIT 4.1

 
 

EIGHTH SUPPLEMENTAL INDENTURE

among

WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company,

WEATHERFORD INTERNATIONAL, LLC,

a Delaware limited liability company,

WEATHERFORD INTERNATIONAL PLC,

an Irish public limited company,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee
 

Dated as of

June 17, 2014

to Indenture dated as of October 1, 2003
 

 
 






TABLE OF CONTENTS
 
 
 
 
 
ARTICLE 1 Relation to Indenture; Definitions
 
 
1

 
 
 
 
 
 
SECTION 1.01. Relation to Indenture
 
 
1

 
SECTION 1.02. Definitions
 
 
1

 
SECTION 1.03. General References
 
 
2

 
 
 
 
 
 
ARTICLE 2 Amendments
 
 
2

 
 
 
 
 
 
SECTION 2.01. Definitions
 
 
2

 
SECTION 2.02. Certain References Regarding Weatherford Switzerland
 
 
2

 
 
 
 
 
 
ARTICLE 3 Assumption of Guarantee; Successor Substituted
 
 
2

 
 
 
 
 
 
SECTION 3.01. Assumption of Guarantee
 
 
2

 
SECTION 3.02. Successor Substituted
 
 
2

 
 
 
 
 
 
ARTICLE 4 Miscellaneous Provisions
 
 
3

 
 
 
 
 
 
SECTION 4.01. Certain Trustee Matters
 
 
3

 
SECTION 4.02. Continued Effect
 
 
3

 
SECTION 4.03. Governing Law
 
 
3

 
SECTION 4.04. Counterparts
 
 
3

 







This EIGHTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2014 (this “Supplemental Indenture”), among Weatherford International Ltd., a Bermuda exempted company (the “Company”), Weatherford International, LLC, a Delaware limited liability company (“Weatherford Delaware”), Weatherford International plc, an Irish public limited company (“Weatherford Ireland”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company, Weatherford Delaware and the Trustee are parties to an Indenture dated as of October 1, 2003 (the “Original Indenture”) (the Original Indenture, as supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “Indenture”);

WHEREAS, each of Weatherford Delaware and Weatherford International Ltd., a Swiss joint-stock corporation (“Weatherford Switzerland”), has, in accordance with the Indenture, previously provided a guarantee of the Outstanding Securities;

WHEREAS, pursuant to a merger transaction between Weatherford Switzerland and Weatherford Ireland, contemporaneously with the effectiveness of this Supplemental Indenture, Weatherford Switzerland will be merged with and into Weatherford Ireland, with Weatherford Ireland as the surviving company of the merger, and the assets and liabilities of Weatherford Switzerland will be transferred to Weatherford Ireland by operation of law (the “Merger”);

WHEREAS, in connection with the Merger, Weatherford Ireland has determined that it will be in the best interests of and beneficial to Weatherford Ireland to enter into this Supplemental Indenture for the purposes of evidencing the succession of Weatherford Ireland to Weatherford Switzerland as Guarantor and the assumption by Weatherford Ireland of the Guarantee of Weatherford Switzerland in accordance with the terms of this Supplemental Indenture;

WHEREAS, Section 9.1(2) of the Indenture permits the execution of supplemental indentures without the consent of any Holders to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Guarantee of such Guarantor;

WHEREAS, Section 9.1(10) of the Indenture provides that the Company, when authorized by a Board Resolution, the Guarantors and Trustee may enter into one or more indentures supplemental to the Original Indenture for any of the purposes set forth in such Section without the consent of any of the Holders;

WHEREAS, the Board of Directors of the Company has determined that this Supplemental Indenture complies with the requirements of Section 9.1(2) and 9.1(10) of the Original Indenture; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary action on the part of the Company, including a Board Resolution.

NOW THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of Outstanding Securities, as follows:

ARTICLE 1

Relation to Indenture; Definitions

SECTION 1.01. Relation to Indenture.

With respect to the Outstanding Securities and the Guarantees thereof by the Guarantors, this Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions.

For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture, as previously supplemented and amended.

1



SECTION 1.03. General References.

All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the terms “herein,” “hereof,” “hereunder” and any other word of similar import refers to this Supplemental Indenture.

ARTICLE 2

Amendments

SECTION 2.01. Definitions.

Section 1.1 of the Indenture is hereby amended by (a) adding the definition of “Weatherford Ireland” as indicated below, (b) deleting the definition of “Weatherford Switzerland,” and (c) replacing the definitions of “Bankruptcy Law” and “Guarantors” with the following, respectively:

““Bankruptcy Law” means any applicable Federal, State, Bermuda or Irish bankruptcy, insolvency, reorganization or other similar law.”

““Guarantors” shall mean Weatherford Delaware, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture (and thereafter shall mean such successor Person), and Weatherford Ireland, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture (and thereafter shall mean such successor Person), and “Guarantor” shall mean either (i) Weatherford Delaware or its successor Person, or (ii) Weatherford Ireland or its successor Person.”

““Weatherford Ireland” means Weatherford International public limited company, an Irish public limited company.”

SECTION 2.02. Certain References Regarding Weatherford Switzerland

Upon consummation of the Merger, all references in the Indenture to “Weatherford International Ltd., a Swiss corporation duly organized and existing under the laws of Switzerland” and all references of similar import shall be amended to refer to “Weatherford International public limited company, an Irish public limited company duly organized and existing under the laws of Ireland” in each instance. In addition, all references in the Indenture to “Weatherford Switzerland” shall be amended to refer to “Weatherford Ireland” in each instance.

ARTICLE 3

Assumption of Guarantee; Successor Substituted

SECTION 3.01. Assumption of Guarantee.

Pursuant to Section 8.1 of the Indenture, upon the consummation of the Merger, Weatherford Ireland shall assume the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of the Indenture on the part of Weatherford Switzerland to be performed or observed in accordance with the terms of the Indenture.

SECTION 3.02. Successor Substituted.

Pursuant to Section 8.2 of the Indenture, Weatherford Ireland shall, upon the consummation of the Merger, succeed to, and be substituted for, and may exercise every right and power of, Weatherford Switzerland, under the Indenture with the same effect as if Weatherford Ireland had been named as a Guarantor therein, and thereafter, Weatherford Switzerland shall be relieved of all obligations and covenants under this Indenture and the Securities.


2



ARTICLE 4

Miscellaneous Provisions

SECTION 4.01. Certain Trustee Matters
.
The recitals contained herein are an integral part of this Supplemental Indenture and shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Outstanding Securities or the proper authorization or the due execution hereof or thereof by the Company.

SECTION 4.02. Continued Effect.

Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture, as supplemented and amended hereby and thereby, is in all respects hereby ratified and confirmed. This Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture, as supplemented and amended, in the manner and to the extent herein and therein provided.

SECTION 4.03. Governing Law.

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4.04. Counterparts.

This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]


3



IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed and delivered as of the day and year first above written.

 
 
 
 
 
WEATHERFORD INTERNATIONAL LTD.,
 
a Bermuda exempted company
 
 
 
 
 
By:
/s/ James C. Parent
 
 
Name:
James C. Parent
 
 
Title:
Vice President
 
 
 
 
 
WEATHERFORD INTERNATIONAL, LLC,
 
a Delaware limited liability company
 
 
 
 
 
By:
/s/ James C. Parent
 
 
Name:
James C. Parent
 
 
Title:
Vice President
 
 
 
 
 
WEATHERFORD INTERNATIONAL PLC
 
an Irish public limited company
 
 
 
 
 
By:
/s/ James C. Parent
 
 
Name:
James C. Parent
 
 
Title:
Director
 
 
 
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
 
 
 
 
 
By:
DEUTSCHE BANK NATIONAL
TRUST COMPANY
 
 
 
 
 
By:
/s/ Irina Golovashchuk
 
 
Name:
Irina Golovashchuk
 
 
Title:
Vice President
 
 
 
 
 
By:
/s/ Jeffrey Schoenfeld
 
 
Name:
Jeffrey Schoenfeld
 
 
Title:
Assistant Vice President





Wdesk | Exhibit 4.2 FIFTH SUPPLEMENTAL INDENTURE


EXHIBIT 4.2

 

FIFTH SUPPLEMENTAL INDENTURE

among

WEATHERFORD INTERNATIONAL, LLC,

a Delaware limited liability company,

WEATHERFORD INTERNATIONAL LTD.,

a Bermuda exempted company,

WEATHERFORD INTERNATIONAL PLC,

an Irish public limited company,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

 

Dated as of

June 17, 2014

to Indenture dated as of June 18, 2007

 


 







TABLE OF CONTENTS
 
 
 
 
 
ARTICLE 1 Relation to Indenture; Definitions
 
 
1

 
 
 
 
 
 
SECTION 1.01. Relation to Indenture
 
 
1

 
SECTION 1.02. Definitions
 
 
1

 
SECTION 1.03. General References
 
 
2

 
 
 
 
 
 
ARTICLE 2 Amendments
 
 
2

 
 
 
 
 
 
SECTION 2.01. Definitions
 
 
2

 
SECTION 2.02. Certain References Regarding Weatherford Switzerland
 
 
2

 
 
 
 
 
 
ARTICLE 3 Assumption of Guarantee; Successor Substituted
 
 
2

 
 
 
 
 
 
SECTION 3.01. Assumption of Guarantee
 
 
2

 
SECTION 3.02. Successor Substituted
 
 
2

 
 
 
 
 
 
ARTICLE 4 Miscellaneous Provisions
 
 
3

 
 
 
 
 
 
SECTION 4.01. Certain Trustee Matters
 
 
3

 
SECTION 4.02. Continued Effect
 
 
3

 
SECTION 4.03. Governing Law
 
 
3

 
SECTION 4.04. Counterparts
 
 
3

 









This FIFTH SUPPLEMENTAL INDENTURE, dated as of June 17, 2014 (this “Supplemental Indenture”), among Weatherford International, LLC, a Delaware limited liability company (the “Company”), Weatherford International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), Weatherford International plc, an Irish public limited company (“Weatherford Ireland”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company, Weatherford Bermuda and the Trustee are parties to an Indenture dated as of June 18, 2007 (the “Original Indenture”) (the Original Indenture, as supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, being referred to herein as the “Indenture”);

WHEREAS, each of Weatherford Bermuda and Weatherford International Ltd., a Swiss joint-stock corporation (“Weatherford Switzerland”), has, in accordance with the Indenture, previously provided a guarantee of the Outstanding Securities;

WHEREAS, pursuant to a merger transaction between Weatherford Switzerland and Weatherford Ireland, contemporaneously with the effectiveness of this Supplemental Indenture, Weatherford Switzerland will be merged with and into Weatherford Ireland, with Weatherford Ireland as the surviving company of the merger, and the assets and liabilities of Weatherford Switzerland will be transferred to Weatherford Ireland by operation of law (the “Merger”);

WHEREAS, in connection with the Merger, Weatherford Ireland has determined that it will be in the best interests of and beneficial to Weatherford Ireland to enter into this Supplemental Indenture for the purposes of evidencing the succession of Weatherford Ireland to Weatherford Switzerland as Guarantor and the assumption by Weatherford Ireland of the Guarantee of Weatherford Switzerland in accordance with the terms of this Supplemental Indenture;

WHEREAS, Section 9.1(2) of the Indenture permits the execution of supplemental indentures without the consent of any Holders to evidence the succession of another Person to a Guarantor and the assumption by any such successor of the Guarantee of such Guarantor;

WHEREAS, Section 9.1(10) of the Indenture provides that the Company, when authorized by a Board Resolution, the Guarantors and Trustee may enter into one or more indentures supplemental to the Original Indenture for any of the purposes set forth in such Section without the consent of any of the Holders;

WHEREAS, the Board of Directors of the Company has determined that this Supplemental Indenture complies with the requirements of Section 9.1(2) and 9.1(10) of the Original Indenture; and

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary action on the part of the Company, including a Board Resolution.

NOW THEREFORE, in consideration of the premises, agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of Outstanding Securities, as follows:

ARTICLE 1

Relation to Indenture; Definitions

SECTION 1.01. Relation to Indenture.

With respect to the Outstanding Securities and the Guarantees thereof by the Guarantors, this Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.02. Definitions.

For all purposes of this Supplemental Indenture, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture, as previously supplemented and amended.






SECTION 1.03. General References.

All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the terms “herein,” “hereof,” “hereunder” and any other word of similar import refers to this Supplemental Indenture.

ARTICLE 2

Amendments

SECTION 2.01. Definitions.

Section 1.1 of the Indenture is hereby amended by (a) adding the definition of “Weatherford Ireland” as indicated below, (b) deleting the definition of “Weatherford Switzerland,” and (c) replacing the definitions of “Bankruptcy Law” and “Guarantors” with the following, respectively:

““Bankruptcy Law” means any applicable Federal, State, Bermuda or Irish bankruptcy, insolvency, reorganization or other similar law.”

““Guarantors” shall mean Weatherford Bermuda, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture (and thereafter shall mean such successor Person), and Weatherford Ireland, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture (and thereafter shall mean such successor Person), and “Guarantor” shall mean either (i) Weatherford Bermuda or its successor Person, or (ii) Weatherford Ireland or its successor Person.”

““Weatherford Ireland” means Weatherford International public limited company, an Irish public limited company.”

SECTION 2.02. Certain References Regarding Weatherford Switzerland

Upon consummation of the Merger, all references in the Indenture to “Weatherford International Ltd., a Swiss corporation duly organized and existing under the laws of Switzerland” and all references of similar import shall be amended to refer to “Weatherford International public limited company, an Irish public limited company duly organized and existing under the laws of Ireland” in each instance. In addition, all references in the Indenture to “Weatherford Switzerland” shall be amended to refer to “Weatherford Ireland” in each instance.

ARTICLE 3

Assumption of Guarantee; Successor Substituted

SECTION 3.01. Assumption of Guarantee.

Pursuant to Section 8.1 of the Indenture, upon the consummation of the Merger, Weatherford Ireland shall assume the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every other covenant of the Indenture on the part of Weatherford Switzerland to be performed or observed in accordance with the terms of the Indenture.

SECTION 3.02. Successor Substituted.

Pursuant to Section 8.2 of the Indenture, Weatherford Ireland shall, upon the consummation of the Merger, succeed to, and be substituted for, and may exercise every right and power of, Weatherford Switzerland, under the Indenture with the same effect as if Weatherford Ireland had been named as a Guarantor therein, and thereafter, Weatherford Switzerland shall be relieved of all obligations and covenants under this Indenture and the Securities.






ARTICLE 4

Miscellaneous Provisions

SECTION 4.01. Certain Trustee Matters.

The recitals contained herein are an integral part of this Supplemental Indenture and shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Outstanding Securities or the proper authorization or the due execution hereof or thereof by the Company.

SECTION 4.02. Continued Effect.

Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture, as supplemented and amended hereby and thereby, is in all respects hereby ratified and confirmed. This Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture, as supplemented and amended, in the manner and to the extent herein and therein provided.

SECTION 4.03. Governing Law.

This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 4.04. Counterparts.

This instrument may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.


[SIGNATURE PAGE FOLLOWS]






IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and delivered as of the day and year first above written.

 
 
 
 
 
WEATHERFORD INTERNATIONAL, LLC
 
a Delaware limited liability company
 
 
 
 
 
By:
/s/ James C. Parent
 
 
Name:
James C. Parent
 
 
Title:
Vice President
 
 
 
 
 
WEATHERFORD INTERNATIONAL LTD.,
 
a Bermuda exempted company
 
 
 
 
 
By:
/s/ James C. Parent
 
 
Name:
James C. Parent
 
 
Title:
Vice President
 
 
 
 
 
WEATHERFORD INTERNATIONAL PLC
 
an Irish public limited company
 
 
 
 
 
By:
/s/ James C. Parent
 
 
Name:
James C. Parent
 
 
Title:
Director
 
 
 
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
 
 
 
 
 
By:
DEUTSCHE BANK NATIONAL
TRUST COMPANY
 
 
 
 
 
By:
/s/ Irina Golovashchuk
 
 
Name:
Irina Golovashchuk
 
 
Title:
Vice President
 
 
 
 
 
By:
/s/ Jeffrey Schoenfeld
 
 
Name:
Jeffrey Schoenfeld
 
 
Title:
Assistant Vice President




Wdesk | Exhibit 10.1 ASSUMPTION AGREEMENT 2010 Credit Agreement


EXHIBIT 10.1

ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT (this “Agreement”) is made as of June 17, 2014 (the “Effective Date”) by Weatherford International plc, an Irish public limited company (“WIL-Ireland”).

RECITALS:

WHEREAS, Weatherford International Ltd., a Swiss joint stock corporation (“WIL-Switzerland”), effected a “Redomestication” (as that term is defined in the Credit Agreement, dated as of October 15, 2010 (as amended or modified prior to the date hereof, the “Credit Agreement”), among WIL-Switzerland, Weatherford International Ltd., a Bermuda exempted company, as a borrower, the other borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party thereto) on the Effective Date pursuant to which WIL-Switzerland merged with and into WIL-Ireland with WIL-Ireland being the surviving entity (the “Merger”); and

WHEREAS, as a result of the Merger, WIL-Ireland desires to (a) unconditionally guarantee the Obligations for the benefit of the Credit Parties and (b) assume all rights and obligations of WIL-Switzerland under the Credit Agreement, in each case as required by the Credit Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings set forth therefor in the Credit Agreement.

2.Joinder of WIL-Ireland to Credit Agreement. WIL-Ireland hereby (a) agrees to be bound, from and after the Effective Date, by all of the provisions of the Credit Agreement and the other Loan Documents specifically applicable to WIL-Switzerland thereunder as if originally a party thereto and (b) expressly and completely assumes, as its direct and primary obligation, the performance of all of the obligations of WIL-Switzerland under the Credit Agreement and the other Loan Documents.

3.Guarantee of Obligations. Without limiting the provisions of Section 3 of this Agreement, WIL-Ireland hereby agrees that it shall, on and as of the Effective Date, become a Guarantor under the Guaranty Agreement to the same extent as if originally a party thereto.

4.Representations and Warranties. WIL-Ireland hereby represents and warrants to the Credit Parties as follows:

(a)The Merger has been consummated on the Effective Date in accordance with the requirements set forth in the definition of “Redomestication” in the Credit Agreement.

(b)No Default or Event of Default exists as of the Effective Date.

(c)WIL-Ireland is a company duly organized, validly existing and in good standing under the laws of Ireland.

(d)WIL-Ireland has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and under the other Loan Documents to which it is has become a party as a result of the Merger, and all such action has been duly authorized by all necessary corporate proceedings on its part. This Agreement has been duly and validly executed and delivered by WIL-Ireland and constitutes a valid and legally binding agreement of WIL-Ireland enforceable against WIL-






Ireland in accordance with the terms hereof.

(e)The representations and warranties set forth in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, the Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects as of such earlier date).

5.References in Loan Documents. From and after the Effective Date, each reference to “WIL-Switzerland” in any of the Loan Documents shall instead be deemed to be a reference to “WIL-Ireland”.

6.Ratification. The Credit Agreement, the Guaranty Agreement and the other Loan Documents are hereby ratified, approved and confirmed in all respects.

7.Reference to Agreement. From and after the Effective Date, each reference in the Credit Agreement and the Guaranty Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Credit Agreement and the Guaranty Agreement in any and all agreements, instruments, documents, notes, certificates, guaranties and other writings of every kind and nature shall be deemed to mean the Credit Agreement or the Guaranty Agreement, as applicable, in each case as modified by this Agreement.

8.Successors and Assigns; Benefit of Agreement. The provisions of this Agreement shall (a) be binding upon WIL-Ireland and its successors and assigns permitted by the Credit Agreement and (b) inure to the benefit of and be enforceable by the Guaranteed Parties (as defined in the Guaranty Agreement).

9.Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

10.Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.

(a)WIL-Ireland hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and WIL-Ireland hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. WIL-Ireland agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Guaranteed Party may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against WIL-Ireland or its properties in the courts of any jurisdiction.

(b)WIL-Ireland hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. WIL-Ireland hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)WIL-Ireland irrevocably consents to service of process in the manner provided for notices in Section 11.02 of the Credit Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any Guaranteed Party to serve process in any other manner permitted






by law. Notwithstanding any other provision of this Agreement, WIL-Ireland hereby irrevocably designates CT Corporation System, 111 8th Avenue, New York, New York 10011, as the designee, appointee and agent of WIL-Ireland to receive, for and on its behalf, service of process in the State of New York in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document.

(d)WIL-Ireland agrees that any suit, action or proceeding brought by WIL-Ireland or any of its Subsidiaries relating to this Agreement or any other Loan Document against any Guaranteed Party or any Affiliate of a Guaranteed Party shall be brought exclusively in the United States District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, unless no such court shall accept jurisdiction.

(e)To the extent that WIL-Ireland has or hereafter may acquire any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, WIL-Ireland hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.

(f)WIL-IRELAND HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

11.Loan Document. This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

12.Counterparts. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or electronic transmission (in .pdf form) shall be effective as delivery of a manually executed counterpart of this Agreement.

13.Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

14.Costs and Expenses. WIL-Ireland agrees to pay all reasonable costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by the Administrative Agent in connection with the review and enforcement of this Agreement.

15.Amendments; Waivers. No amendment or waiver of any provision of this Agreement nor consent to any departure by any party hereto therefrom shall in any event be effective unless the same shall be in writing executed by WIL-Ireland and the Administrative Agent.

[Signature page follows]









IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed and delivered by a duly authorized officer as of the date hereof.

 
 
 
WIL-IRELAND:
 
 
 
 
 
 
 
 
WEATHERFORD INTERNATIONAL PLC,
an Irish public limited company
 
 
 
 
 
 
 
 
By:
/s/ James C. Parent
 
 
 
Name:
James C. Parent
 
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accepted and acknowledged:
 
 
 
 
 
 
 
 
JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent
 
 
 
 
 
 
 
 
By:
/s/ Helen Carr
 
 
 
Name:
Helen Carr
 
 
 
Title:
Managing Director
 
 
 



























[Signature Page to Assumption Agreement (2010 Credit Agreement)]







REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Assumption Agreement in connection with that certain Credit Agreement, dated as of October 15, 2010 (as amended or modified prior to the date hereof, the “Credit Agreement”), among Weatherford International Ltd., a Swiss joint stock company, Weatherford International Ltd., a Bermuda exempted company, as a borrower, the other borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party thereto, which Assumption Agreement is dated as of June 17, 2014 (the “Assumption Agreement”). Capitalized terms used and not defined herein shall have the meanings given to them in the Credit Agreement.

Each of the undersigned (a) consents to the Assumption Agreement and reaffirms the terms and conditions of the Credit Agreement and each other Loan Document to which it is a party and (b) acknowledges and agrees that the Credit Agreement and each and every other Loan Document to which it is a party remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Assumption Agreement and as the same may from time to time hereafter be amended, modified or restated.

Dated as of June 17, 2014


[Signature Page Follows]





 
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company
 
 
 
 
By:
/s/ James C. Parent
 
Name:
James C. Parent
 
Title:
Director
 
 
 
 
 
 
 
WEATHERFORD INTERNATIONAL, LLC,
a Delaware limited liability company
 
 
 
 
By:
/s/ Alejandro Cestero
 
Name:
Alejandro Cestero
 
Title:
Vice President
 
 
 
 
 
 
 
WEATHERFORD LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY, a Hungarian limited liability company
 
 
 
 
By:
/s/ Hans N. Falke
 
Name:
Hans N. Falke
 
Title:
Director
 
 
 
 
By:
/s/ Bastiaan Van Houts
 
Name:
Bastiaan Van Houts
 
Title:
Director
 
 
 
 
 
 
 
WEATHERFORD CAPITAL MANAGEMENT SERVICES LIMITED LIABILITY COMPANY, a Hungarian limited liability company
 
 
 
 
By:
/s/ Hans N. Falke
 
Name:
Hans N. Falke
 
Title:
Director
 
 
 
 
By:
/s/ Bastiaan Van Houts
 
Name:
Bastiaan Van Houts
 
Title:
Director





[Signature Page to Assumption Agreement (2010 Credit Agreement)]




Wdesk | Exhibit 10.2 ASSUMPTION AGREEMENT 364 day credit agreement


EXHIBIT 10.2

ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this “Agreement”) is made as of June 17, 2014 (the “Effective Date”) by Weatherford International plc, an Irish public limited company (“WIL-Ireland”).
RECITALS:
WHEREAS, Weatherford International Ltd., a Swiss joint stock corporation (“WIL-Switzerland”), effected a “Redomestication” (as that term is defined in the 364-Day Term Loan Agreement, dated as of April 10, 2014 (as amended or modified prior to the date hereof, the “Term Loan Agreement”), among WIL-Switzerland, Weatherford International Ltd., a Bermuda exempted company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party thereto) on the Effective Date pursuant to which WIL-Switzerland merged with and into WIL-Ireland with WIL-Ireland being the surviving entity (the “Merger”); and
WHEREAS, as a result of the Merger, WIL-Ireland desires to (a) unconditionally guarantee the Obligations for the benefit of the Credit Parties and (b) assume all rights and obligations of WIL-Switzerland under the Term Loan Agreement, in each case as required by the Term Loan Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings set forth therefor in the Term Loan Agreement.
2.Joinder of WIL-Ireland to Term Loan Agreement. WIL-Ireland hereby (a) agrees to be bound, from and after the Effective Date, by all of the provisions of the Term Loan Agreement and the other Loan Documents specifically applicable to WIL-Switzerland thereunder as if originally a party thereto and (b) expressly and completely assumes, as its direct and primary obligation, the performance of all of the obligations of WIL-Switzerland under the Term Loan Agreement and the other Loan Documents.
3.Guarantee of Obligations. Without limiting the provisions of Section 3 of this Agreement, WIL-Ireland hereby agrees that it shall, on and as of the Effective Date, become a Guarantor under the Guaranty Agreement to the same extent as if originally a party thereto.
4.Representations and Warranties. WIL-Ireland hereby represents and warrants to the Credit Parties as follows:
(a)    The Merger has been consummated on the Effective Date in accordance with the requirements set forth in the definition of “Redomestication” in the Term Loan Agreement.
(b)    No Default or Event of Default exists as of the Effective Date.
(c)    WIL-Ireland is a company duly organized, validly existing and in good standing under the laws of Ireland.
(d)    WIL-Ireland has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and under the other Loan Documents to which it is has become a party as a result of the Merger, and all such action has been duly authorized by all necessary corporate proceedings on its part. This Agreement has been duly and validly executed and delivered by WIL-Ireland and constitutes a valid and legally binding agreement of WIL-Ireland enforceable against WIL-Ireland in accordance with the terms hereof.

1



(e)    The representations and warranties set forth in Article VI of the Term Loan Agreement and in the other Loan Documents are true and correct in all material respects as of, and as if such representations and warranties were made on, the Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects as of such earlier date).
5.References in Loan Documents. From and after the Effective Date, each reference to “WIL-Switzerland” in any of the Loan Documents shall instead be deemed to be a reference to “WIL-Ireland”.
6.Ratification. The Term Loan Agreement, the Guaranty Agreement and the other Loan Documents are hereby ratified, approved and confirmed in all respects.
7.Reference to Agreement. From and after the Effective Date, each reference in the Term Loan Agreement and the Guaranty Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Term Loan Agreement and the Guaranty Agreement in any and all agreements, instruments, documents, notes, certificates, guaranties and other writings of every kind and nature shall be deemed to mean the Term Loan Agreement or the Guaranty Agreement, as applicable, in each case as modified by this Agreement.
8.Successors and Assigns; Benefit of Agreement. The provisions of this Agreement shall (a) be binding upon WIL-Ireland and its successors and assigns permitted by the Term Loan Agreement and (b) inure to the benefit of and be enforceable by the Guaranteed Parties (as defined in the Guaranty Agreement).
9.Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.
10.Submission to Jurisdiction; Consent to Service of Process; Waiver of Jury Trial.
(a)    WIL-Ireland hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and WIL-Ireland hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. WIL-Ireland agrees that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Guaranteed Party may otherwise have to bring any suit, action or proceeding relating to this Agreement or any other Loan Document against WIL-Ireland or its properties in the courts of any jurisdiction.
(b)    WIL-Ireland hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section. WIL-Ireland hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c)    WIL-Ireland irrevocably consents to service of process in the manner provided for notices in Section 11.02 of the Term Loan Agreement. Nothing in this Agreement or any other Loan Document will affect the right of any Guaranteed Party to serve process in any other manner permitted by law. Notwithstanding any other provision of this Agreement, WIL-Ireland hereby irrevocably designates CT Corporation System, 111 8th Avenue, New York, New York 10011, as the designee, appointee and agent of WIL-Ireland to receive, for and on its behalf, service of process in the State

2



of New York in any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document.
(d)    WIL-Ireland agrees that any suit, action or proceeding brought by WIL-Ireland or any of its Subsidiaries relating to this Agreement or any other Loan Document against any Guaranteed Party or any Affiliate of a Guaranteed Party shall be brought exclusively in the United States District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, unless no such court shall accept jurisdiction.
(e)    To the extent that WIL-Ireland has or hereafter may acquire any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, WIL-Ireland hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Loan Documents.
(f)    WIL-IRELAND HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
11.Loan Document. This Agreement shall constitute a Loan Document for all purposes of the Term Loan Agreement and the other Loan Documents.
12.Counterparts. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or electronic transmission (in .pdf form) shall be effective as delivery of a manually executed counterpart of this Agreement.
13.Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
14.Costs and Expenses. WIL-Ireland agrees to pay all reasonable costs, fees, and out-of-pocket expenses (including reasonable attorneys’ fees and disbursements) incurred by the Administrative Agent in connection with the review and enforcement of this Agreement
15.Amendments; Waivers. No amendment or waiver of any provision of this Agreement nor consent to any departure by any party hereto therefrom shall in any event be effective unless the same shall be in writing executed by WIL-Ireland and the Administrative Agent.

[Signature page follows]


3



IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed and delivered by a duly authorized officer as of the date hereof.


 
 
 
WIL-IRELAND:
 
 
 
 
 
 
 
 
WEATHERFORD INTERNATIONAL PLC,
an Irish public limited company
 
 
 
 
 
 
 
 
By:
/s/ James C. Parent
 
 
 
Name:
James C. Parent
 
 
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accepted and acknowledged:
 
 
 
 
 
 
 
 
JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent
 
 
 
 
 
 
 
 
By:
/s/ Helen Carr
 
 
 
Name:
Helen Carr
 
 
 
Title:
Managing Director
 
 
 




























[Signature Page to Assumption Agreement (364-Day Term Loan)]






REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Assumption Agreement in connection with that certain 364-Day Term Loan Agreement, dated as of April 10, 2014 (as amended or modified prior to the date hereof, the “Term Loan Agreement”), among Weatherford International Ltd., a Swiss joint stock company, Weatherford International Ltd., a Bermuda exempted company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the lenders party thereto, which Assumption Agreement is dated as of June 17, 2014 (the “Assumption Agreement”). Capitalized terms used and not defined herein shall have the meanings given to them in the Term Loan Agreement.

Each of the undersigned (a) consents to the Assumption Agreement and reaffirms the terms and conditions of the Term Loan Agreement and each other Loan Document to which it is a party and (b) acknowledges and agrees that the Term Loan Agreement and each and every other Loan Document to which it is a party remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Term Loan Agreement contained in the above-referenced documents shall be a reference to the Term Loan Agreement as so modified by the Assumption Agreement and as the same may from time to time hereafter be amended, modified or restated.

Dated as of June 17, 2014



[Signature Page Follow]





 
WEATHERFORD INTERNATIONAL LTD.,
a Bermuda exempted company
 
 
 
 
By:
/s/ James C. Parent
 
Name:
James C. Parent
 
Title:
Vice President
 
 
 
 
 
 
 
WEATHERFORD INTERNATIONAL, LLC,
a Delaware limited liability company
 
 
 
 
By:
/s/ Alejandro Cestero
 
Name:
Alejandro Cestero
 
Title:
Vice President
 
 
 
 
 
 
 
WEATHERFORD LIQUIDITY MANAGEMENT HUNGARY LIMITED LIABILITY COMPANY, a Hungarian limited liability company
 
 
 
 
By:
/s/ Hans N. Falke
 
Name:
Hans N. Falke
 
Title:
Director
 
 
 
 
By:
/s/ Bastiaan Van Houts
 
Name:
Bastiaan Van Houts
 
Title:
Director
 
 
 
 
 
 
 
WEATHERFORD CAPITAL MANAGEMENT SERVICES LIMITED LIABILITY COMPANY, a Hungarian limited liability company
 
 
 
 
By:
/s/ Hans N. Falke
 
Name:
Hans N. Falke
 
Title:
Director
 
 
 
 
By:
/s/ Bastiaan Van Houts
 
Name:
Bastiaan Van Houts
 
Title:
Director






[Signature Page to Assumption Agreement (364-Day Term Loan)]


Wdesk | Exhibit 10.3 Deed Poll of Assumption


EXHIBIT 10.3




DATED June 16, 2014








______________________________________________________________


DEED POLL OF ASSUMPTION

OF

WEATHERFORD INTERNATIONAL PLC
______________________________________________________________








DEED POLL OF ASSUMPTION
OF
WEATHERFORD INTERNATIONAL PLC
This Deed Poll of Assumption (this “Deed Poll”) is made on June 16, 2014 by WEATHERFORD INTERNATIONAL PLC (formerly known as Weatherford International Limited), a public limited company incorporated under the laws of Ireland with registered number 540406, having its registered office at 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (“Weatherford Ireland”).
WHEREAS, on 2 April 2014, Weatherford International Ltd., a Swiss joint stock corporation, having its registered office at Alpenstrasse 15, 6300 Zug, Switzerland (“Weatherford Switzerland”), and Weatherford Ireland entered into a merger agreement (the “Merger Agreement”) to effect a merger (the “Merger”) that, when completed in accordance with the terms of the Merger Agreement, will result in Weatherford Switzerland being merged into Weatherford Ireland and Weatherford Ireland, as the surviving entity, becoming the publicly traded parent of the Weatherford group of companies with the registered shareholders of Weatherford Switzerland becoming ordinary shareholders of Weatherford Ireland.
WHEREAS, pursuant to Article 7.2(a) of the Merger Agreement, subject only to the satisfaction or fulfilment of the matters provided for in Article 6 of the Merger Agreement and to the Merger becoming legally effective, and with effect as from the Effective Time (as defined in the Merger Agreement), Weatherford Ireland agreed to assume from Weatherford Switzerland all liabilities (including all and any legal positions and obligations) to be transferred to it in connection with the Merger as further specified in Article 1 of the Merger Agreement, and agreed, for the benefit of each person to whom Weatherford Switzerland owes any obligation or has any liability, to execute, at or prior to the Effective Time, this Deed Poll in respect of its assumption of such liabilities (which, without limitation, include the equity compensation-related plans of Weatherford Switzerland, as listed in Annex A (together, the “Equity Plans”) and any outstanding awards issued thereunder (the “Assumption”)).
WHEREAS, in connection with and contingent upon the consummation of the Merger and the Assumption, Weatherford Switzerland amended the Equity Plans as necessary or appropriate to give effect to the Merger and the Assumption, such amendments principally providing (1) for the appropriate substitution of Weatherford Ireland for Weatherford Switzerland in such plans; and (2) that ordinary shares of Weatherford Ireland (“Ordinary Shares”) be issued, held available or used, as appropriate, to measure benefits under such plans in lieu of registered shares of Weatherford Switzerland (“Registered Shares”), including upon the exercise of any share options, vesting of restricted stock or upon the vesting of restricted share units or performance share units issued or any other grants under such plans; and
WHEREAS, the board of directors of Weatherford Ireland agrees that it (or an appropriate committee of thereof) shall administer outstanding awards originally granted by Weatherford Switzerland or granted by any predecessor companies, including Weatherford International Ltd., a Bermuda company, and Weatherford International Inc., a Delaware corporation (such awards and plans referred to herein as the “Remaining Plans”); and
WHEREAS, subject only to the satisfaction or fulfilment of the matters provided for in Article 6 of the Merger Agreement and to the Merger becoming legally effective, and with effect as from the Effective Time, Weatherford Ireland desires to assume: (1) sponsorship of the Equity Plans currently sponsored by Weatherford Switzerland, the terms of which are contained in Annexes B and C; and (2) the rights and obligations of Weatherford Switzerland under the Equity Plans and all outstanding awards issued thereunder, as well as the rights and obligations under the Weatherford International, Ltd. Supplemental Executive Retirement Plan (“SERP”); and (3) the administration of outstanding awards under the Remaining Plans.
NOW THIS DEED POLL WITNESSES AS FOLLOWS:
Weatherford Ireland hereby declares, undertakes and agrees for the benefit of each person to whom Weatherford Switzerland owes any liability (including all and any legal positions and obligations), subject only to the satisfaction





or fulfilment of the matters provided for in Article 6 of the Merger Agreement and to the Merger becoming legally effective, and with effect as from the Effective Time:
1.
to assume from Weatherford Switzerland all liabilities (including all and any legal positions and obligations) to be transferred to it in connection with the Merger as further specified in Article 1 of the Merger Agreement;
2.
to perform such obligations and discharge such liabilities as if it originally owed or had them instead of Weatherford Switzerland; and
3.
that each such person may enforce such liability directly against Weatherford Ireland, without recourse to Weatherford Switzerland, on the same terms that such liability would have been enforceable by such person against Weatherford Switzerland had the Merger not been completed.
Without prejudice to the generality of the foregoing, Weatherford Ireland hereby declares, undertakes and agrees for the benefit of each participant in the Equity Plans that, subject only to the satisfaction or fulfilment of the matters provided for in Article 6 of the Merger Agreement and to the Merger becoming legally effective, and with effect from the Effective Time, to:
1.    accept assignment of and assume the Equity Plans from Weatherford Switzerland;
2.
undertake and discharge all of the rights and obligations relating to sponsorship of the Equity Plans currently sponsored by Weatherford Switzerland, which have been undertaken and were to be discharged by Weatherford Switzerland prior to the Effective Time;
3.
exercise all of the powers of the plan sponsor relating to the Equity Plans which were exercised by Weatherford Switzerland prior to the Effective Time;
4.
be bound by the terms of the Equity Plans originally applicable to Weatherford Switzerland so that Weatherford Ireland be bound by the requirements as of and following the Effective Time, without limitation, such that:
(a)
any outstanding Award, Option Agreement or Award Agreement, for this purpose and for purposes of Section 5 below (as such terms are defined in the Equity Plans listed in Annex A), any outstanding Option (as such term is defined in the Equity Plan listed in Annex A) and any other right to Stock (as defined in the Equity Plan listed in Annex A) (collectively, the “Assumed Awards”) shall be subject to the same terms and conditions of the respective Equity Plan, Option Agreement, or Award Agreement (each, a “Benefit Document”, and collectively, the “Benefit Documents”) as in effect immediately prior to the Effective Time, including the vesting schedule set forth in the applicable Assumed Award, save for such changes as are necessary to effectuate and reflect the assumption by Weatherford Ireland of the respective Equity Plan and Assumed Award and the rights and obligations of Weatherford Switzerland thereunder;
(b)
to the extent any Benefit Document provides for the issuance, acquisition, holding or purchase of, or otherwise relates to or references, Registered Shares, then, pursuant to the terms hereof and thereof, such Benefit Document is hereby amended as of the Effective Time to provide for the issuance, acquisition, purchase or holding of, or otherwise relate to or reference, Ordinary Shares (or benefits or other amounts determined in accordance with the Benefit Documents);
(c)
as of the Effective Time all references in the Assumed Plans to Weatherford Switzerland or its predecessors are hereby amended to be references to Weatherford Ireland;
(d)
all outstanding Assumed Awards or any other benefits available which are based on Registered Shares and which have been granted under the Assumed Plans (including, as applicable, any Registered Shares exchanged in connection with the Merger) shall remain outstanding pursuant to the terms hereof and thereof;
(e)
as of the Effective Time each Assumed Award shall, pursuant to the terms hereof and thereof, be exercisable, issuable, held, available or vest upon the same terms and conditions as under the applicable Benefit Document, except that upon the exercise, issuance, holding, availability or vesting of such Assumed Awards, as applicable, Ordinary Shares are hereby issuable or available, or benefits or other amounts determined, in lieu of Registered Shares on a one-for-one basis; and





(f)
certain Ordinary Shares rather than Registered Shares shall be issued, held available or used, as appropriate, to give effect to purchases made under the Weatherford International, LLC 401(k) Savings Plan and to certain distributions under the SERP on and after the Effective Time.
5.    administer the Remaining Plans, as provided in such Remaining Plans, provided that as of the Effective Time:
(a)
any awards granted under the Remaining Plans will continue to be subject to the same terms and conditions, such as vesting schedule, conditions, and exercise price (if applicable), as applied to such awards and rights immediately before the Effective Time, except as required to reflect the Merger; and
(b)
if any benefits or amounts due pursuant to the awards granted under the Remaining Plans are determined by reference to Registered Shares, they will be determined by reference to Ordinary Shares.
Weatherford Ireland hereby assumes and adopts, for the time being, the form of Option Agreement or Award Agreement adopted by Weatherford Switzerland for the issuance of Awards on and after the Effective Time, with such amendments and modifications thereto as may be necessary or appropriate to effectuate and reflect the assumption by Weatherford Ireland of the Equity Plans and the form of Option Agreement or Award Agreement and the rights and obligations of Weatherford Switzerland thereunder.
This Deed Poll is governed by, and shall be construed in accordance with, the laws of Ireland.

[Signature page follows]





IN WITNESS WHEREOF this Deed Poll has been executed by Weatherford Ireland on the date first above written.

GIVEN under the Common Seal of
WEATHERFORD INTERNATIONAL PLC
a public limited company incorporated under the laws of Ireland,
and delivered as a deed poll



By:
/s/ Alejandro Cestero
 
Name:
Alejandro Cestero
 
Title:
Secretary
 
 
 
 
in the presence of:
 
 
 
 
 
Witness signature:
 
 
Witness name:
 
 
Witness address:
 
 
Witness occupation:
 
 
 
 
 
 
 
 


[Signature Page to the Deed Poll of Assumption]




ANNEX A

Assumed Equity Plans

1.
Weatherford International plc 2006 Omnibus Incentive Plan (as adopted on February 15, 2006 and as amended and restated from time to time, including in connection with the Merger)
2.
Weatherford International plc 2010 Omnibus Incentive Plan (as adopted on April 24, 2010 and as amended and restated from time to time, including in connection with the Merger)