Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ADS" or "American Depositary Share" means an American Depositary Share, each evidenced by an American Depositary Receipt (whether in certificated or book-entry form), representing the right to receive one (1) ordinary share of the Company deposited under this Agreement and held by the Custodian for the

Section 1.2 — Rules of Construction In this Agreement, except to the extent the context otherwise requires: (a) References to "dollars," "$," or "US$" mean the lawful currency of the United States of America. (b) References to "euro" or "€" mean the single currency of the member states of the European Union that have adopted the euro as their lawful currency pursuant to the Treaty on the Functioning of the European U

ARTICLE II — FORM OF ADRS, DEPOSIT OF SHARES, ISSUANCE AND DELIVERY OF ADSS

Section 2.1 — Form and Transferability of ADRs (a) Form. American Depositary Receipts issued pursuant to this Agreement shall be substantially in the form set forth in Exhibit A hereto, with such changes as may be agreed upon by the Company and the Depositary consistent with the provisions of this Agreement. ADRs may be issued in certificated form or as uncertificated ADSs registered through the Direct Registration S

Section 2.2 — Deposit of Shares (a) Deposits Generally. Subject to the terms and conditions of this Agreement, any person may deposit ordinary shares of the Company with the Custodian in Ireland for the purpose of receiving ADSs hereunder. Each deposit of Shares shall be accompanied by: (i) a duly executed instrument of transfer or appropriate endorsement, in blank or to the Custodian or its nominee, in a form satisf

Section 2.3 — Issuance of ADSs (a) Issuance Upon Deposit. Upon receipt of confirmation from the Custodian that deposited Shares have been received and are being held in the Custodian's account to the order of the Depositary, together with all required documentation and payment of applicable fees and charges, the Depositary shall issue to the depositing person (or its designee) the number of ADSs to which such person

Section 2.4 — Restrictions on Deposits (a) General Restriction. The Depositary may refuse to accept Shares for deposit and may refuse to issue ADSs if it determines, in its reasonable judgment, that acceptance of such deposit or issuance of such ADSs would violate any provision of applicable law or regulation, including the Securities Act, the Exchange Act, the Irish Companies Act, any rule or regulation of Nasdaq, o

Section 2.5 — Evidence of Issuance The Depositary shall maintain books and records reflecting each issuance of ADSs hereunder, including the number of ADSs issued, the identity of the Holder (or, in the case of ADSs held through DTC, the DTC participant), the date of issuance, and the number of ordinary shares deposited in connection with such issuance. All ADSs issued under this Agreement shall bear the CUSIP number

ARTICLE III — WITHDRAWAL OF DEPOSITED SHARES

Section 3.1 — Withdrawal (a) Right of Withdrawal. Subject to the terms and conditions of this Agreement, any Holder of ADSs shall be entitled, upon compliance with the requirements of this Section 3.1, to withdraw the deposited Shares underlying such Holder's ADSs. Such right of withdrawal shall not be limited by any provision of this Agreement, except as expressly permitted by applicable law, including Section 17A(b

Section 3.2 — Limitations on Withdrawal (a) Temporary Delays. Notwithstanding the provisions of Section 3.1, the Depositary may temporarily delay the withdrawal of deposited Shares: (i) because of the temporary closure of the Depositary's or the Custodian's transfer books or the Company's share register, in each case for purposes of settling pending transactions, preparing for the payment of dividends, or conducting

Section 3.3 — Cancellation of ADSs Upon cancellation of ADSs in connection with a withdrawal of deposited Shares pursuant to Section 3.1, such ADSs shall be removed from the register maintained by the Depositary and shall no longer represent any right, title, or interest in the deposited Shares or any other deposited property. The Depositary shall promptly confirm cancellation of the surrendered ADSs to the surrender

ARTICLE IV — RECORD DATES; VOTING

Section 4.1 — Fixing of ADS Record Dates (a) Company Record Dates. Whenever the Company sets a record date for determining the holders of ordinary shares entitled to receive notice of, attend, or vote at any general meeting or extraordinary general meeting, or entitled to receive any distribution, or for any other purpose, the Company shall notify the Depositary of such record date in a timely manner, and in any even

Section 4.2 — Voting of Deposited Shares (a) Distribution of Voting Materials. Upon receipt of notice from the Company of any meeting of shareholders or solicitation of consents or proxies of holders of ordinary shares, the Depositary shall, as promptly as practicable after receipt of such notice: (i) distribute to each Holder of record as of the applicable ADS Record Date a copy of the notice of meeting, together wi

Section 4.3 — Reports and Communications (a) Company Reports. The Company shall furnish the Depositary with copies of all reports, notices, communications, and other materials furnished or made available to holders of ordinary shares generally, including, without limitation, annual reports, interim reports, notices of meetings, proxy materials, and information circulars. The Company shall furnish such materials in th

ARTICLE V — CASH DISTRIBUTIONS

Section 5.1 — Distributions of Cash (a) General. Upon receipt of any cash distribution or payment in respect of deposited Shares (whether characterized as a dividend, return of capital, or otherwise), the Depositary shall, subject to Sections 5.4 and 5.5, distribute to each Holder entitled thereto, as of the applicable ADS Record Date, such Holder's proportionate share of such distribution, after deduction and withho

Section 5.2 — Distributions of Shares If the Company declares or makes a distribution of additional ordinary shares (whether by way of stock dividend, bonus issue, or otherwise) to holders of ordinary shares generally, the Depositary shall, upon receipt of such additional Shares from the Custodian: (a) distribute to each Holder entitled thereto, as of the applicable ADS Record Date, additional ADSs representing the n

Section 5.3 — Distributions of Rights (a) Distribution of Rights. If the Company offers or causes to be offered to holders of ordinary shares rights to subscribe for or purchase additional Shares or other securities, the Depositary shall, if it deems such distribution to be lawful and reasonably practicable, distribute to each Holder entitled thereto, as of the applicable ADS Record Date, warrants, rights, or other i

Section 5.4 — Irish Withholding Tax on Distributions (a) Standard Withholding Rate. All cash distributions and deemed distributions to Holders shall be subject to deduction and withholding of Irish dividend withholding tax at the standard rate of twenty-five percent (25%) of the gross amount of such distribution, unless a reduced rate or an exemption applies under applicable law, including the U.S.–Ireland Double Tax

Section 5.5 — Distributions Other Than Cash, Shares, or Rights If the Company makes a distribution to holders of ordinary shares of property other than cash, additional ordinary shares, or rights to subscribe for or purchase additional shares or other securities, the Depositary shall distribute such property to Holders entitled thereto in such manner as the Depositary deems equitable and practicable. If the Depositar

Section 5.6 — Fractional ADSs No fractional ADSs or ADRs shall be issued under this Agreement. If any distribution of additional Shares, any adjustment to the ADS-to-Share ratio, or any other event would otherwise result in a fractional ADS entitlement, the Depositary shall sell the Shares representing such fractional entitlements, aggregate the proceeds thereof, and distribute the net cash proceeds pro rata (after d

Section 5.7 — Undelivered Distributions Any distribution of cash, ADSs, rights, securities, or other property that cannot be delivered to a Holder (whether because of an incorrect address, the return of a distribution as undeliverable, or any other reason) shall be held by the Depositary for the benefit of the applicable Holder, without liability for interest thereon, until such distribution is claimed by such Holder

ARTICLE VI — TRANSFER, COMBINATION, AND SPLIT-UP OF ADRS

Section 6.1 — Transfer (a) Transfer Procedures. ADRs in certificated form may be transferred on the books of the Depositary upon surrender of the ADR(s) to be transferred at the Depositary's office at 500 Ross Street, Pittsburgh, PA 15219, accompanied by: (i) a duly executed instrument of transfer or endorsement, in a form satisfactory to the Depositary; (ii) such proof of identity or authority and such certification

Section 6.2 — Combination and Split-Up Any Holder may surrender one or more ADRs for the purpose of combination into a single ADR representing the same aggregate number of ADSs, or for the purpose of split-up into two or more ADRs, each representing such number of ADSs as the surrendering Holder may request. The Depositary shall execute and deliver new ADRs for the same aggregate number of ADSs as the surrendered ADR

Section 6.3 — Lost, Stolen, or Destroyed ADRs If any ADR in certificated form is lost, stolen, mutilated, or destroyed, the Depositary shall issue a replacement ADR upon receipt of: (a) evidence satisfactory to the Depositary of such loss, theft, mutilation, or destruction (which may include an affidavit and/or police report); (b) indemnification of the Depositary and the Company by the Holder, in form and substance

ARTICLE VII — AMENDMENT AND TERMINATION

Section 7.1 — Amendment (a) Amendment by Agreement. This Agreement may be amended at any time by agreement between the Company and the Depositary, without the consent of any Holder or Beneficial Owner, for any purpose, including to add to or change any provision of this Agreement or to change the form of ADR. (b) Notice of Certain Amendments. Notwithstanding the foregoing, any amendment that would (i) impose or incre

Section 7.2 — Termination (a) Termination by the Company. The Company may terminate this Agreement at any time by providing written notice to the Depositary specifying a termination date that is not less than ninety (90) days after the date of such notice. Upon receipt of such notice, the Depositary shall promptly notify all Holders of the termination of this Agreement and the procedures for withdrawal of deposited S

ARTICLE VIII — DEPOSITARY FEES AND CHARGES

Section 8.1 — Fees Payable by Holders and Beneficial Owners Holders and Beneficial Owners of ADSs shall be required to pay the following fees and charges to the Depositary: In addition to the fees described above, Holders and Beneficial Owners shall be responsible for the payment of all taxes, duties, governmental charges, and other charges payable in connection with the deposit, withdrawal, transfer, or other transa

Section 8.2 — Fees and Expenses Payable by the Company The Company shall pay the Depositary the following fees and expenses: (a) An annual administrative and maintenance fee in an amount to be agreed upon between the Company and the Depositary from time to time, payable on or before January 15 of each calendar year during the term of this Agreement. (b) Reimbursement of the Depositary for expenses reasonably incurred

Section 8.3 — Charges of Custodian The fees, charges, and expenses of the Custodian appointed by the Depositary pursuant to Section 9.2 shall be borne by the Company. To the extent that any such fees, charges, or expenses are not paid by the Company, the Depositary may, in its discretion, pass such fees, charges, and expenses through to Holders as provided in this Article VIII.

Section 8.4 — Right to Charge Holder Accounts The Depositary may charge the account of any Holder (whether through DTC or otherwise) for any amount owing under this Agreement, including unpaid Depositary fees, taxes, governmental charges, and expenses, without prior notice to such Holder. Such right of charge shall survive the cancellation of ADSs and the termination of this Agreement with respect to amounts owing at

ARTICLE IX — THE DEPOSITARY; THE CUSTODIAN; THE COMPANY

Section 9.1 — Obligations of the Depositary (a) Standard of Care. The Depositary shall perform its obligations under this Agreement with reasonable care, consistent with industry practice for depositaries of American depositary shares. The Depositary shall not be required to exercise any degree of care greater than that which it exercises with respect to its own property of a similar nature. (b) Limitation of Liabili

Section 9.2 — Appointment and Obligations of the Custodian (a) Appointment. The Depositary shall appoint one or more agents to serve as Custodian in Ireland to hold deposited Shares and other deposited property for the account and to the order of the Depositary. The initial Custodian shall be a branch or correspondent bank in Ireland designated by the Depositary. The Depositary may, in its discretion, appoint additio

Section 9.3 — Representations and Obligations of the Company (a) Representations and Warranties. The Company represents and warrants to the Depositary, as of the date of this Agreement and as of any subsequent date on which Shares are deposited hereunder, that: (i) the Company is a private company limited by shares duly organized, validly existing, and in good standing under the laws of Ireland, registered with the C

Section 9.4 — Pre-Release of ADSs (a) Authority. Notwithstanding Section 2.2, the Depositary may, in its discretion, issue ADSs before receipt of the corresponding deposit of Shares (a "Pre-Release"), and may deliver deposited Shares prior to the receipt and cancellation of the corresponding ADSs, in each case subject to the conditions set forth in this Section 9.4. (b) Conditions. The Depositary may effect Pre-Relea

Section 9.5 — Resignation and Removal of the Depositary (a) Resignation. The Depositary may resign as depositary under this Agreement by providing written notice of resignation to the Company not less than ninety (90) days prior to the