Mandate Incorporated / Limited Company

  1. Authority to Open and Continue Accounts

The Bank is hereby requested and authorised, that all/any 1/any 2 of the Authorised Individuals (listed in this application form) may from time to time request the Bank to:

i) Open or, as the case may be, continue such one or more accounts (which are currently existing in the Bank’s books in the name of the Company) (the “Accounts”);

ii) act on the number of Authorised Signatories who can perform transactions in accordance with resolution 2, the name and number of those Authorised Signatories required for each Account being specified in this account mandate (“Mandate”) and Account application form (the “Application Form”), with an “Authorised Signatory”, being a person appointed by an Authorised Individual as specified above or board resolution and identified as an Authorised Signatory, and whose name and signature are set out, in the Customer and Signatory Data section of this application form, or any other person authorised by an Authorised Individual as specified above or the Company in writing and in each case in respect of whom the Bank has not received notice in writing removing such person as an Authorised Signatory and Authorised Signatories shall be construed accordingly;

iii) act on the number of Mandated Business24 Users who can perform transactions in accordance with resolution 3, the name and number of those Mandated Business24 Users required for each Account being specified in the Mandate and the Application Form, with a Mandated Business24 User being an individual appointed by an Authorised Individual as specified above and identified as a Mandated Business24 User, and whose name and signature are set out, in the Customer and Signatory Data section of this application form or any other person authorised by an Authorised Individual as specified above or board resolution, and in each case in respect of whom the Bank has not received notification in writing removing such person as a Mandated Business24 User and Mandated Business24 Users shall be construed accordingly, provided always that the authority of any Mandated Business24 User shall be limited to the extent, if any, indicated in the Customer and Signatory Data section or as notified by an Authorised Individual as specified above or the Company in writing to the Bank;

iv) act on instructions with regard to the purchase or sale of or other dealings in securities or documents or any foreign currency, to accept and act on any application or request for the issue of any letter of credit, guarantee, indemnity, or counter-indemnity and to act on any instructions with regard to any other transactions of any kind or with regard to any of the Accounts in every case whether any of the Accounts is or are in credit or in debit or may in consequence become overdrawn or otherwise but without prejudice to the Bank’s right to refuse to allow any overdraft or increase of overdraft beyond any specified limit from time to time;

v) grant overdraft, loan or other facilities or accommodation on any Account or otherwise to the Company, and by way of security to accept as duly signed or executed on behalf of the Company any document creating or evidencing any charge, mortgage or pledge over or in respect of any securities, documents or other property whatsoever from time to time in the Bank’s possession for the Company’s account whether by way of security or safe custody or otherwise;

vi) act on any instruction to countermand or revoke any cheque, draft or other order to pay before it is effected;

vii) act at Bank’s discretion, on any instruction or communication given or originated by facsimile provided that the instruction to be sent by fax bears the signatures of the Authorised Signatories.

  1. Authorisation to the Bank for Signatory Transactions

The Bank is hereby authorised and instructed to:

i) honour and comply with all cheques, debit card transactions, drafts, instructions to pay, bills of exchange and promissory notes expressed to be drawn, signed, accepted, endorsed or made on behalf of the Company drawn upon or addressed to or made payable with the Bank whether the relevant Account is in credit or in debit or may become overdrawn in consequence or otherwise but without prejudice to the Bank’s right to refuse to allow any overdraft or increase of overdraft beyond any specified overdraft limit from time to time;

ii) honour and comply with any instructions to withdraw any or all money on any Account and any instruction to deliver, dispose of or deal with any securities, documents or other property whatsoever from time to time in the Bank’s possession for the Company’s account whether by way of security or safe custody or otherwise.

  1. Authorisation to the Bank for Internet and Telephone Banking Facilities

The Bank is hereby authorised and instructed:

i) either directly or through a subsidiary, associated Company or agent (each a “Representative”), to provide from time to time at the Bank’s discretion internet and telephone banking services to the Company in accordance with the Bank’s Business24 Service Terms and Conditions and its standard operating procedures for the provision of Business24 Services as may be applicable from time to time;

ii) that the Company acknowledges that all Mandated Business24 Users may set up payments on Accounts to which they have access via the Business24 Service, including designating the Accounts and/or other accounts to which payments may be made;

iii) that the Bank is hereby authorised and instructed to transfer funds between the Accounts covered by the Mandate, make payments to other nominated accounts and pay nominated bills, on any instruction received through the Bank’s Business24 Service, provided instructions are received from the required number of Mandated Business24 Users in accordance with the Customer and Signatory Data section  of this application form, and in accordance with the terms and conditions of the Business24 Service.

  1. Controls and Reconciliation

By submitting this Application Form, the Company agrees that it has put in place security controls, including account reconciliation procedures as the Company deems appropriate to prevent unauthorised use of, or breach of the Bank’s Terms and Conditions relating to, the Accounts, including the unauthorised use of the Bank’s Business24 Service by Authorised Individuals, Authorised Signatories and Mandated Business24 Users and that the Bank has no obligation to supervise or enquire into such security arrangements or to seek confirmation of any transaction effected on the Accounts or using the Bank’s Businesss24 Service.

  1. Certificate of Incorporation

The Company agrees to furnish the Bank with the certificate of incorporation (including any certificates of incorporation on change of name) and an up to date copy of the constitution of the Company.

  1. Right to Lien (This clause is not applicable to Pension Funds).

The Company agrees that nothing in these resolutions or in the arrangements between the Bank and the Company shall be treated as constituting an implied agreement restricting or negating any lien, charge, pledge, right of set-off or other right the Bank may have at any time (whether arising by operation of law, contract or otherwise).

  1. Information to Auditors

The Bank is hereby authorised to interact with the Company’s auditors for the purposes of providing information concerning Accounts or transactions performed on Accounts held by the Company with the Bank until notice in writing to the contrary is received by the Bank signed by the Authorised Signatories.

  1. Communication of Resolutions

These resolutions are communicated to the Bank and shall constitute the Company’s Mandate to the Bank and remain in force until an amending resolution is passed by the board of directors of the Company and a copy of such resolution certified by any director or the secretary of the Company shall be communicated to the Bank.

  1. Account Closure

The Company agrees that the Bank may close at any time and from time to time any or all of the Accounts by giving two months notice in writing to the Company at the Company’s address for correspondence given overleaf or such other address for such purpose from time to time notified by the Company in writing to the Bank.

  1. Account Statements

The Company agrees to examine all statements supplied by the Bank setting out transactions on the Accounts and to notify the Bank of any discrepancies in accordance with the Statement of Accounts conditions set out in the Bank’s Terms and Conditions booklet.

  1. Indemnity

The Company shall indemnify the Bank in full on demand against any loss, damage or other liability whatsoever and howsoever arising that the Bank may incur or suffer by reason of the Bank acting in accordance with any instruction or communication believed by the Bank in good faith to have been given or made in accordance with this Mandate, or such amended mandates as may be given to the Bank at any time, and this indemnity shall be in addition to the indemnities contained in the Business24 Service Terms and Conditions and in the terms and conditions applicable to the Accounts.

  1. General Terms and Conditions

The Company agrees that each Account shall be governed by the Bank’s General Terms and Conditions applicable from time to time, and the Company shall ensure that each Authorised Individual, Authorised Signatory and/or each Mandated Business24 User is fully conversant with and understands the Bank’s standard procedures and Terms and Conditions for the provision of any service provided by the Bank in accordance with this Mandate and such terms and conditions, and that in the event of any conflict between these resolutions and such terms and conditions, these resolutions shall prevail.

  1. Customer Information

The information provided by the Company, including information provided by it in respect of all Authorised Signatories, Mandated Business24 Users, Authorised Individuals and other beneficial owners and officers, otherwise obtained by the Bank, and information in relation to the conduct of the Accounts (the “Information”), shall be retained, used and disclosed by the Bank in accordance with and for the purposes set out in the Bank’s General Terms and Conditions in relation to Customer Information, including for the purposes of:

i) the Criminal Justice (Money Laundering and Terrorist Financing) Act (2010) (as amended, re-enacted or replaced from time to time) and the Fifth Anti Money Laundering Directive (Directive (EU) 2018/843) as implemented in Ireland, which require the Bank to satisfy itself as to the Company’s and certain officers’ and beneficial owners’ identities, and the identity of any other customers on an Account, before opening an Account, permitting transactions on an Account or providing certain services;

ii) Administering the Accounts, group reporting and analysis, and any other purposes specified in the Bank’s General Terms and Conditions and / or Business24 Terms and Conditions.

  1. Confirmation:

We confirm that we have read and accept the Terms and Conditions of this Application contained in this application form. We hereby certify that the resolutions outlined in this application form were duly passed at a board meeting of the Company. Furthermore, we acknowledge that we have checked the limits for Internet Banking Transactions in this application form and that same are correct. We agree to notify the Bank in writing immediately of any changes in the shareholding of the Company.

*The expressions “you” and ”your” when used herein shall include, where the context so admits, the Company, each Director and the Secretary (where the Secretary is an individual) of such Company, and by completing this application, it is confirmed that the Company has obtained the consent of, and has been duly authorised by, all such persons to provide the consents herein contained.

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