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SECOND SCHEDULE.
Conditions to which the Company is to Conform.
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1. The Memorandum and Articles of Association of the Company shall be subject to the approval of the Minister for Finance after consultation by him with the Minister for Industry and Commerce.
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2. The amount of the share capital of the company shall be such sum not exceeding one million pounds as the Minister for Finance shall approve.
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3. The Memorandum of Association of the Company shall provide—
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(a) that the registered office of the Company shall be situate in Dublin;
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(b) that the principal objects of the Company shall include—
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(i) the establishment, maintenance and working of lines of aerial conveyances between places in Saorstát Eireann and between Saorstát Eireann and other countries either directly or by means of Aer Lingus Teoranta and other air transport undertakings in which the Company has a controlling interest;
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(ii) the acquisition and holding of shares in Aer Lingus Teoranta;
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(iii) the promotion of and the holding of shares in such other air transport undertakings;
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(iv) the holding of shares in and making of working arrangements with air transport undertakings, other than those mentioned in the immediately preceding clause;
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(v) the giving, with the consent of the Minister for Finance, of financial or other assistance to such air transport undertakings;
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(c) that the liability of the members of the Company shall be limited;
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(d) that the share capital of the Company shall be divided into shares of one pound each, and that the Company shall, with the consent of the Minister for Finance, have power to divide the shares in the capital of the Company into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions.
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4. The Articles of Association of the Company shall provide—
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(a) that the number of directors of the Company shall be five;
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(b) that so long as the Minister for Finance holds not less than one-tenth (in nominal value) of the issued shares of the Company or so long as any debentures of the Company guaranteed by the said Minister under this Act are outstanding, three of the Directors of the Company shall be nominated by the said Minister after consultation with the Minister for Industry and Commerce;
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(c) that the Company shall for the purposes of the Company have power to raise money by means of debentures, subject however as follows:—
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(i) the amount so raised shall not exceed at any time the paid up share capital of the company,
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(ii) the said power shall not, so long as the Minister for Finance holds not less than one-tenth of the share capital of the Company or so long as any debentures of the Company guaranteed by the said Minister under this Act are outstanding, be exercised without the consent of the said Minister;
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(d) that so long as the Minister for Finance holds any shares of the Company, no person shall be capable of being appointed auditor of the Company unless the approval of the said Minister to the nomination of such person to the office of auditor has been given.
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